CINCINNATI, Dec. 3, 2015 /PRNewswire/ --

Third Quarter 2015 Highlights:


    --  Achieved 48(th) consecutive quarter of positive identical supermarket
        sales growth, excluding fuel
    --  Exceeded goal to slightly expand FIFO operating margin, without fuel, on
        a rolling four quarters basis
    --  Leveraged operating expenses as a rate of sales due to strong cost
        controls and identical supermarket sales growth

The Kroger Co. (NYSE: KR) today reported net earnings of $428 million, or $0.43 per diluted share, and identical supermarket sales growth, without fuel, of 5.4% in the third quarter of fiscal 2015.

http://photos.prnewswire.com/prnvar/20150408/197347LOGO

Net earnings in the same period last year were $362 million, or $0.36 per diluted share, including the benefit of certain tax items. Excluding this, Kroger's adjusted net earnings were $345 million, or $0.35 per diluted share, for the third quarter of fiscal 2014.

Comments from Chairman and CEO Rodney McMullen

"Our associates delivered another quarter of excellent identical supermarket sales and earnings results that provide great momentum as we head into the holiday season. Kroger's consistent results demonstrate once again that our relentless focus on customers is the key to sustainable shareholder returns. We continue to implement our growth plan and expect to exceed our long-term net earnings per diluted share growth rate for fiscal 2015."

Details of Third Quarter 2015 Results

As a result of lower retail fuel prices, total sales increased 0.4% to $25.1 billion in the third quarter compared to $25.0 billion for the same period last year. Total sales, excluding fuel, increased 5.5% in the third quarter over the same period last year.

Kroger recorded a $9 million LIFO charge during the third quarter compared to an $85 million LIFO charge in the same quarter last year.

FIFO gross margin was 22.4% of sales for the third quarter. Excluding retail fuel operations, FIFO gross margin decreased 4 basis points from the same period last year.

Total operating expenses - excluding retail fuel operations, a $25 million contribution to The Kroger Co. Foundation in the third quarter of 2014, and an $80 million contribution to the UFCW Consolidated Pension Plan in the third quarter of 2015 - decreased 23 basis points as a percent of sales compared to the prior year.

On a rolling four quarters basis - excluding fuel, the 2014 and 2013 adjustment items, the contribution to The Kroger Co. Foundation in the third and fourth quarters of 2014, and the contribution to the UFCW Consolidated Pension Plan in the fourth quarter of 2014 and third quarter of 2015 - the company's FIFO operating margin increased 18 basis points.

Return on invested capital (ROIC), on a rolling four quarters basis, was 14.16%. The prior year third quarter calculation does not include a full year of Harris Teeter assets and results, so the company is not presenting a comparative number. Kroger continues to expect fiscal 2015 ROIC to increase from the fiscal 2014 result.

Financial Strategy

Kroger's long-term financial strategy is to use its financial flexibility to drive growth while also returning capital to shareholders. Maintaining its current investment grade debt rating allows the company to use its cash flow to take advantage of strategically and financially compelling opportunities and to continue its fill-in strategy, repurchase shares and fund the dividend, which is expected to increase over time.

Kroger's strong financial position allowed the company to return more than $1.1 billion to shareholders through share buybacks and dividends over the last four quarters. During the third quarter, Kroger repurchased 853 thousand common shares for a total investment of $31 million.

Capital investments, excluding mergers, acquisitions and purchases of leased facilities, totaled $832 million for the third quarter, compared to $681 million for the same period last year.

The company's net total debt to adjusted EBITDA ratio decreased to 1.99, compared to 2.27 during the same period last year (see Table 5).

Fiscal 2015 Guidance

Based on its strong year-to-date results, Kroger raised its net earnings per diluted share guidance to a range of $2.02 to $2.04 for fiscal 2015. The previous guidance was $1.92 to $1.98 per diluted share. This range exceeds the company's long-term net earnings per diluted share growth rate guidance of 8 - 11%, plus a growing dividend.

For the fourth quarter of fiscal 2015, Kroger expects identical supermarket sales growth, excluding fuel, of 4.0% to 4.5%. This implies an annual growth rate of approximately 5.0% to 5.25% for fiscal 2015.

Kroger, one of the world's largest retailers, employs more than 400,000 associates who serve customers in 2,620 supermarkets and multi-department stores in 34 states and the District of Columbia under two dozen local banner names including Kroger, City Market, Dillons, Food 4 Less, Fred Meyer, Fry's, Harris Teeter, Jay C, King Soopers, QFC, Ralphs and Smith's. The company also operates 786 convenience stores, 326 fine jewelry stores, 1,360 supermarket fuel centers and 37 food processing plants in the U.S. Recognized by Forbes as the most generous company in America, Kroger supports hunger relief, breast cancer awareness, the military and their families, and more than 30,000 schools and community organizations. Kroger contributes food and funds equal to 200 million meals a year through more than 100 Feeding America food bank partners. A leader in supplier diversity, Kroger is a proud member of the Billion Dollar Roundtable and the U.S. Hispanic Chamber's Million Dollar Club.

Note: Fuel sales have historically had a low FIFO gross margin rate and operating expense rate as compared to corresponding rates on non-fuel sales. As a result Kroger discusses the changes in these rates excluding the effect of retail fuel operations.

Please refer to the supplemental information presented in the tables for reconciliations of the non-GAAP financial measures used in this press release to the most comparable GAAP financial measure and related disclosure.

This press release contains certain statements that constitute "forward-looking statements" about the future performance of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. These statements are indicated by words such as "expect," "anticipate," "believe," "guidance," "plans," "committed," "goal," "will" and "continue." Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" and "Outlook" in Kroger's annual report on Form 10-K for the last fiscal year and any subsequent filings, as well as the following:




    --  Kroger's ability to achieve sales, earnings and cash flow goals may be
        affected by: labor negotiations or disputes; changes in the types and
        numbers of businesses that compete with Kroger; pricing and promotional
        activities of existing and new competitors, including non-traditional
        competitors, and the aggressiveness of that competition; Kroger's
        response to these actions; the state of the economy, including interest
        rates, the inflationary and deflationary trends in certain commodities,
        and the unemployment rate; the effect that fuel costs have on consumer
        spending; volatility of fuel margins; changes in government-funded
        benefit programs; manufacturing commodity costs; diesel fuel costs
        related to Kroger's logistics operations; trends in consumer spending;
        the extent to which Kroger's customers exercise caution in their
        purchasing in response to economic conditions; the inconsistent pace of
        the economic recovery; changes in inflation or deflation in product and
        operating costs; stock repurchases; Kroger's ability to retain pharmacy
        sales from third party payors; consolidation in the healthcare industry,
        including pharmacy benefit managers; Kroger's ability to negotiate
        modifications to multi-employer pension plans; natural disasters or
        adverse weather conditions; the potential costs and risks associated
        with potential cyber-attacks or data security breaches; the success of
        Kroger's future growth plans; and the successful integration of Harris
        Teeter.  Kroger's ability to achieve sales and earnings goals may also
        be affected by Kroger's ability to manage the factors identified above.
        Kroger's ability to execute its financial strategy may be affected by
        its ability to generate cash flow.
    --  During the first three quarters of each fiscal year, Kroger's LIFO
        charge and the recognition of LIFO expense is affected primarily by
        estimated year-end changes in product costs. Kroger's fiscal year LIFO
        charge is affected primarily by changes in product costs at year-end.

Kroger assumes no obligation to update the information contained herein. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.

Note: Kroger's quarterly conference call with investors will be broadcast live online at 10 a.m. (ET) on December 3, 2015 at ir.kroger.com. An on-demand replay of the webcast will be available from approximately 1 p.m. (ET) Thursday, December 3 through Thursday, December 17, 2015.

3(rd) Quarter 2015 Tables Include:


    1. Consolidated Statements of Operations
    2. Consolidated Balance Sheets
    3. Consolidated Statements of Cash Flows
    4. Supplemental Sales Information
    5. Reconciliation of Total Debt to  Net Total Debt and Net Earnings
       Attributable to The Kroger Co. to Adjusted EBITDA
    6. Net Earnings Per Diluted Share Excluding the Adjustment Items
    7. Return on Invested Capital


                                                                                                                                                                                                                        Table 1.

                                                                                                                                                                                                                     THE KROGER CO.

                                                                                                                                                                                                         CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                                                                                                                        (in millions, except per share amounts)

                                                                                                                                                                                                                      (unaudited)


                                                                                                                                                                                                      THIRD QUARTER                                                   YEAR-TO-DATE
                                                                                                                                                                                                      -------------                                                   ------------

                                                                                                                                                                                                                    2015                              2014                               2015                  2014
                                                                                                                                                                                                                    ----                              ----                               ----                  ----


    SALES                                                                                                                                                                                                      $25,075                            100.0%                           $24,987                100.0%                $83,665                 100.0%                  $83,258           100.0%


          MERCHANDISE COSTS, INCLUDING ADVERTISING,

                                  WAREHOUSING AND TRANSPORTATION (a),

                                  AND LIFO CHARGE (b)                                                                                                                            19,478                              77.7                            19,764                               79.1                65,303                    78.1                 65,965                      79.2

          OPERATING, GENERAL AND ADMINISTRATIVE (a)                                                                                           4,169                                            16.6                             3,954                          15.8                            13,591                    16.2                13,042                      15.7

          RENT                                                                                                                                                                                   172                               0.7                           162                               0.7                     542                   0.7                       545                0.7

          DEPRECIATION AND AMORTIZATION                                                                                                         484                                             1.9                               456                           1.8                             1,581                     1.9                 1,481                       1.8


                                  OPERATING PROFIT                                                                                                                                  772                               3.1                               651                                2.6                 2,648                     3.2                  2,225                       2.7


          INTEREST EXPENSE                                                                                                                        107                                             0.4                               114                           0.5                               369                     0.4                   373                       0.5
                                                                                                                                                  ---                                                                              ---                                                            ---                                          ---


                                  NET EARNINGS BEFORE INCOME TAX EXPENSE                                                                          665                                             2.7                               537                           2.2                             2,279                     2.7                 1,852                       2.2


          INCOME TAX EXPENSE                                                                                                                      238                                             1.0                               172                           0.7                               795                     1.0                   628                       0.8
                                                                                                                                                  ---                                                                              ---                                                            ---                                          ---


                                  NET EARNINGS INCLUDING NONCONTROLLING INTERESTS                                                                 427                                             1.7                               365                           1.5                             1,484                     1.8                 1,224                       1.5


                                  NET EARNINGS (LOSS) ATTRIBUTABLE TO

                                                                                    NONCONTROLLING INTERESTS                                                                        (1)                                -                                3                                  -                    4                       -                    14                         -
                                                                                                                                                                                    ---                                                                ---                                                     ---                                           ---


                                  NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.                                                                    $428                                            1.7%                                               $362                               1.5%               $1,480                    1.8%                $1,210                      1.5%
                                                                                                                                                 ====                                                                                               ====                                                  ======                                        ======


                                  NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

                                                                                    PER BASIC COMMON SHARE                                                                        $0.44                                                                     $0.37                                                    $1.52                                          $1.22
                                                                                                                                                                                  =====                                                                     =====                                                    =====                                          =====


                                  AVERAGE NUMBER  OF COMMON SHARES USED IN

                                                                                    BASIC CALCULATION                                                                                            965                                                            972                                                      966                                            983


                                  NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

                                                                                    PER DILUTED COMMON SHARE                                                                      $0.43                                                                     $0.36                                                    $1.50                                          $1.20
                                                                                                                                                                                  =====                                                                     =====                                                    =====                                          =====


                                  AVERAGE NUMBER  OF COMMON SHARES USED IN

                                                                                    DILUTED CALCULATION                                                                             979                                                                984                                                     980                                           995


          DIVIDENDS DECLARED PER COMMON SHARE                                                                                                $0.105                                                                                             $0.093                                                  $0.303                                        $0.258



    Note: Certain percentages may not sum due to rounding.


    Note: The Company defines First-In First-Out (FIFO) gross profit as sales minus merchandise costs, including advertising, warehousing and

          transportation, but excluding the Last-In First-Out (LIFO) charge.


          The Company defines FIFO gross margin, as described in the earnings release, as FIFO gross profit divided by sales.


          The Company defines FIFO operating profit as operating profit excluding the LIFO charge.


          The Company defines FIFO operating margin, as described in the earnings release, as FIFO operating profit divided by sales.


           The above FIFO financial metrics are important measures used by management to evaluate operational effectiveness.
           Management believes these FIFO financial metrics are useful to investors and analysts because they measure our day-to-day
           operational effectiveness.



    (a)   Merchandise costs and operating, general and administrative expenses exclude depreciation and amortization expense and rent expense which are included in separate expense lines.


    (b)    LIFO charges of $9 and $85 were recorded in the third quarter of 2015 and 2014, respectively.  For the year to date period, LIFO charges of $58 and $138 were recorded for 2015 and
           2014, respectively.



                                                                             Table 2.

                                                                          THE KROGER CO.

                                                                    CONSOLIDATED BALANCE SHEETS

                                                                           (in millions)

                                                                            (unaudited)


                                                                                                   November 7,                    November 8,

                                                                                                                  2015                            2014
                                                                                                                  ----                            ----


    ASSETS

    Current Assets

                       Cash                                                                                       $274                            $264

                        Store deposits
                        in-transit                                                   962                                      942

                       Receivables                                                                               1,253                           1,154

                       Inventories                                                                               6,324                           6,130

                        Prepaid and other
                        current assets                                     464                                      396



                        Total
                        current
                        assets                                                     9,277                                    8,886


    Property, plant and equipment, net                                                                     18,926                          17,586

    Intangibles, net                                                                                            734                             766

    Goodwill                                                                                                  2,310                           2,295

    Other assets                                                                                                660                             628
                                                                                                                ---                             ---


                       Total Assets                                                                            $31,907                         $30,161
                                                                                                               =======                         =======



    LIABILITIES AND SHAREOWNERS' EQUITY

    Current Liabilities

                        Current portion of long-
                        term debt including
                        obligations

                        under capital
                        leases and
                        financing
                        obligations                                            $2,272                                   $1,790

                        Trade accounts
                        payable                                                    5,866                                    5,400

                        Accrued salaries
                        and wages                                        1,287                                    1,195

                        Deferred income
                        taxes                                                        286                                      248

                        Other current
                        liabilities                                                3,218                                    3,036



                        Total
                        current
                        liabilities                                               12,929                                   11,669


    Long-term debt including obligations under capital leases

    and financing obligations

                        Face-value of long-term
                        debt including
                        obligations under

                        capital leases and
                        financing
                        obligations                            8,988                9,686

                        Adjustment to reflect
                        fair-value interest
                        rate hedges                              (1)                 (1)


                        Long-term debt including
                        obligations under
                        capital leases

                        and financing
                        obligations                                      8,987                                    9,685


    Deferred income taxes                                                                                    1,096                           1,256

    Pension and postretirement benefit obligations                                                         1,458                             903

    Other long-term liabilities                                                                              1,192                           1,304
                                                                                                             -----                           -----


                        Total
                        Liabilities                                               25,662                                   24,817


    Shareowners' equity                                                                                       6,245                           5,344
                                                                                                              -----                           -----


                        Total Liabilities
                        and Shareowners'
                        Equity                                                $31,907                                  $30,161
                                                                              =======                                  =======


    Total common shares outstanding at end of period                                                         966                             972

    Total diluted shares year-to-date                                                                         980                             995



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



                                                                                                                                                  Table 3.

                                                                                                                                               THE KROGER CO.

                                                                                                                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                                                               (in millions)

                                                                                                                                                (unaudited)


                                                                                                                                                                                                           YEAR-TO-DATE
                                                                                                                                                                                                           ------------

                                                                                                                                                                                                                               2015            2014
                                                                                                                                                                                                                               ----            ----


    CASH FLOWS FROM OPERATING ACTIVITIES:

                                 Net earnings including noncontrolling interests                                                                                           $1,484                $1,224

                                 Adjustments to reconcile net earnings including noncontrolling

                                 interests to net cash provided by operating activities:

                                                     Depreciation and amortization                                                                                                      1,581                                1,481

                                                     LIFO charge                                                                                                                             58                                  138

                                                     Stock-based employee compensation                                                                                          130                   115

                                                     Expense for Company-sponsored pension plans                                                                                 79                    30

                                                     Deferred income taxes                                                                                                              (149)                               (139)

                                                     Other                                                                                                                                   67                                   75

                                                     Changes in operating assets and liabilities, net

                                                                         of effects from acquisitions of businesses:

                                                                                                                     Store deposits in-transit                                                          26                                  19

                                                                                                                     Receivables                                                                         1                                (28)

                                                                                                                     Inventories                                                                     (693)                              (580)

                                                                                                                     Prepaid and other current assets                                       242                                  302

                                                                                                                     Trade accounts payable                                                            814                                 482

                                                                                                                     Accrued expenses                                                                  161                                 254

                                                                                                                     Income taxes receivable and payable                                     45                                 (32)

                                                                                                                     Other                                                                                                     (80)             43
                                                                                                                                                                                                                                ---             ---


                                 Net cash provided by operating activities                                                                                                  3,766                 3,384




    CASH FLOWS FROM INVESTING ACTIVITIES:

                                  Payments for property and equipment, including payments for
                                  lease buyouts                                                                                                                           (2,532)              (2,070)

                                 Proceeds from sale of assets                                                                                                                            34                                   24

                                 Payments for acquisitions                                                                                                                                         -                              (252)

                                 Other                                                                                                                                                                (82)                                  -



                                 Net cash used by investing activities                                                                                                              (2,580)                             (2,298)




    CASH FLOWS FROM FINANCING ACTIVITIES:

                                 Proceeds from issuance of long-term debt                                                                                                      58                   552

                                 Payments on long-term debt                                                                                                                           (547)                                (38)

                                 Net borrowings (payments) on commercial paper                                                                                                100                 (355)

                                 Dividends paid                                                                                                                                         (283)                               (247)

                                 Excess tax benefits on stock-based awards                                                                                                     83                    39

                                 Proceeds from issuance of capital stock                                                                                                       94                    84

                                 Treasury stock purchases                                                                                                                             (659)                             (1,250)

                                 Investment in the remaining equity of a noncontrolling interest                                                                             (26)                    -

                                 Other                                                                                                                                                                   -                                (8)



                                 Net cash used by financing activities                                                                                                              (1,180)                             (1,223)




    NET INCREASE (DECREASE) IN CASH AND TEMPORARY

                                 CASH INVESTMENTS                                                                                                                                         6                                (137)



    CASH AND TEMPORARY CASH INVESTMENTS:

                                 BEGINNING OF YEAR                                                                                                                                      268                                  401


                                 END OF QUARTER                                                                                                                                                   $274                                $264




    Reconciliation of capital investments:

                                  Payments for property and equipment, including payments for
                                  lease buyouts                                                                                                                          $(2,532)             $(2,070)

                                 Payments for lease buyouts                                                                                                                              16                                   43

                                 Changes in construction-in-progress payables                                                                                                (42)                 (35)


                                 Total capital investments, excluding lease buyouts                                                                                      $(2,558)             $(2,062)


    Disclosure of cash flow information:

                                 Cash paid during the year for interest                                                                                                      $397                  $373

                                 Cash paid during the year for income taxes                                                                                                  $864                  $786



    Note: Certain prior-year amounts have been revised to conform to current-year presentation.



                                                                                                                                     Table 4. Supplemental Sales Information

                                                                                                                                        (in millions, except percentages)

                                                                                                                                                   (unaudited)


    Items identified below should not be considered as alternatives to sales or any other GAAP measure of performance.  Identical supermarket sales is an industry-specific measure and it is important to review it in conjunction with Kroger's financial results reported
     in accordance with GAAP.  Other companies in our industry may calculate identical supermarket sales differently than Kroger does, limiting the comparability of the measure.



                                                    IDENTICAL SUPERMARKET SALES (a)


                                                                                                                          THIRD QUARTER                                          YEAR-TO-DATE
                                                                                                                          -------------                                          ------------

                                                                                                                                               2015                                                   2014                                                   2015               2014
                                                                                                                                               ----                                                   ----                                                   ----               ----


                               INCLUDING FUEL CENTERS                                                                                       $22,597                                                $22,369                                                $75,249            $74,549

                               EXCLUDING FUEL CENTERS                                                                                       $19,978                                                $18,952                                                $66,043            $62,609


                               INCLUDING FUEL CENTERS                                                                                          1.0%                                                  4.7%                                                  0.9%              4.7%

                               EXCLUDING FUEL CENTERS                                                                                          5.4%                                                  5.6%                                                  5.5%              5.0%




    (a)                         Kroger defines a supermarket as identical when it has been open without expansion or relocation for five
                                full quarters.



                                                                                                           Table 5.  Reconciliation of Net Total Debt and

                                                                                                   Net Earnings Attributable to The Kroger Co. to Adjusted EBITDA

                                                                                                                  (in millions, except for ratio)

                                                                                                                            (unaudited)


    The items identified below should not be considered an alternative to any GAAP measure of performance or access to liquidity.  Net total debt to adjusted EBITDA is an important measure used by management to evaluate the
     Company's access to liquidity.  The items below should be reviewed in conjunction with Kroger's financial results reported in accordance with GAAP.


    The following table provides a reconciliation of net total debt.


                                                                                                                                                   November 7,                                    November 8,

                                                                                                                                                                      2015                                           2014       Change
                                                                                                                                                                      ----                                           ----       ------


    Current portion of long-term debt including obligations

       under capital leases and financing obligations                                                                                                               $2,272                                         $1,790                $482

    Face-value of long-term debt including obligations under

       capital leases and financing obligations                                                                                                                      8,988                                          9,686               (698)

    Adjustment to reflect fair-value interest rate hedges                                                                                                              (1)                                           (1)                  -
                                                                                                                                                                       ---                                            ---                 ---


         Net total debt                                                                                                                                            $11,259                                        $11,475              $(216)
                                                                                                                                                                   =======                                        =======               =====



    The following table provides a reconciliation from net earnings attributable to The Kroger Co. to adjusted EBITDA, as defined in the Company's credit agreement, on a rolling four quarters basis.


                                                                                                                                            Rolling Four Quarters Ended
                                                                                                                                           ---------------------------

                                                                                                                                                   November 7,                                    November 8,

                                                                                                                                                                      2015                                           2014
                                                                                                                                                                      ----                                           ----


    Net earnings attributable to The Kroger Co.                                                                                                                     $1,998                                         $1,632

    LIFO                                                                                                                                                                67                                            148

    Depreciation and amortization                                                                                                                                    2,048                                          1,883

    Interest expense                                                                                                                                                   484                                            480

    Income tax expense                                                                                                                                               1,069                                            812

    Adjustments for pension plan agreements                                                                                                                              -                                            87

    Other                                                                                                                                                              (6)                                             6
                                                                                                                                                                       ---                                            ---


    Adjusted EBITDA                                                                                                                                                 $5,660                                         $5,048
                                                                                                                                                                    ======                                         ======


    Net total debt to adjusted EBITDA ratio on a rolling four quarters basis                                                                                          1.99                                           2.27
                                                                                                                                                                      ====                                           ====



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



                                                                                                                                                                                                               Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items

                                                                                                                                                                                                                              (in millions, except per share amounts)

                                                                                                                                                                                                                                            (unaudited)


    The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on net earnings per diluted common share for certain items described below.  Items identified in this table should not be considered alternatives to net earnings attributable to The Kroger Co. or any other GAAP measure of performance.  These items should not be reviewed in isolation or considered
     substitutes for the Company's financial results as reported in accordance with GAAP.  Due to the nature of these items, as further described below, it is important to identify these items and to review them in conjunction with the Company's financial results reported in accordance with GAAP.


    The following table summarizes items that affected the Company's financial results during the periods presented.  In 2015, The Kroger Co. did not have any adjustment items.  In 2014, these items included the benefit from certain tax items and charges related to the restructuring of certain pension obligations.


                                                                                                                                                                                                                                                                           THIRD QUARTER                                                      YEAR-TO-DATE
                                                                                                                                                                                                                                                                           -------------                                                      ------------

                                                                                                                                                                                                                                                                                                       2015                                                                2014                                                                  2015        2014
                                                                                                                                                                                                                                                                                                       ----                                                                ----                                                                  ----        ----


                                              NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.                                                                                                 $428                                                   $362                                                              $1,480                                                              $1,210


                                              BENEFIT FROM CERTAIN TAX ITEMS (a)                                                                                                             -                                                  (17)                                                                  -                                                               (17)


                                              ADJUSTMENTS FOR PENSION PLAN AGREEMENTS (a)(b)                                                                                                 -                                                     -                                                                  -                                                                 56


                                              NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

                                              EXCLUDING THE ADJUSTMENT ITEM ABOVE                                                                                                         $428                                                   $345                                                              $1,480                                                              $1,249
                                                                                                                                                                                          ====                                                   ====                                                              ======                                                              ======


                                              NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

                                              PER DILUTED COMMON SHARE                                                                                                                                                                       $0.43                                                               $0.36                                                               $1.50                                                             $1.20


                                              BENEFIT FROM CERTAIN TAX ITEMS (c)                                                                                                             -                                                (0.02)                                                                  -                                                             (0.02)


                                              ADJUSTMENTS FOR PENSION PLAN AGREEMENTS (c)                                                                                                    -                                                     -                                                                  -                                                               0.06


                                              NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. PER

                                              DILUTED COMMON SHARE EXCLUDING THE ADJUSTMENT ITEM ABOVE (d)                                                                               $0.43                                                  $0.35                                                               $1.50                                                               $1.24
                                                                                                                                                                                         =====                                                  =====                                                               =====                                                               =====


                                              AVERAGE NUMBER  OF COMMON SHARES USED IN

                                              DILUTED CALCULATION                                                                                                                                                                    979                                                                 984                                                                 980                                                                   995



    (a)                                       The amounts presented represent the after-tax effect of each adjustment.


    (b)                                       The pre-tax adjustment for the pension plan agreements was $87.


    (c)                                       The amounts presented represent the net earnings per diluted common share effect of each adjustment.


    (d)                                       Third quarter 2014 per share amounts do not sum due to rounding.



                                    Table 7.  Return on Invested Capital

                                      (in millions, except percentages)

                                                 (unaudited)


    Return on invested capital should not be considered an alternative to any GAAP measure of performance.  Return on invested capital is an important measure used
     by management to evaluate our investment returns on capital and our effectiveness in deploying our assets.  Return on invested capital should not be reviewed in
     isolation or considered as a substitute for our financial results as reported in accordance with GAAP.  Other companies may calculate return on invested capital
     differently than Kroger, limiting the comparability of the measure.


    The following table provides a calculation of return on invested capital on a rolling four quarters basis ended November 7, 2015.


                                                                                                                                                                       Rolling Four
                                                                                                                                                                      Quarters Ended
                                                                                                                                                                      --------------

                                                                                                                                                                       November 7,

                                                                                                                                                                                     2015
                                                                                                                                                                                     ----

                            Return on Invested Capital

                            Numerator (a)

                            Operating profit                                                                                                                   $3,560

                            LIFO charge                                                                                                                            67

                            Depreciation and amortization                                                                                          2,048

                            Rent                                                                                                                                                      704
                                                                                                                                                                                      ---


                             Adjusted operating profit on a rolling four
                             quarters basis                                                                                                       $6,379
                                                                                                                                                  ======


                            Denominator (b)

                            Average total assets                                                                                                              $31,034

                            Average taxes receivable (c)                                                                                            (15)

                            Average LIFO reserve (d)                                                                                               1,269

                            Average accumulated depreciation                                                                                      17,080

                            Average trade accounts payable                                                                                       (5,633)

                            Average accrued salaries and wages                                                                                   (1,241)

                            Average other current liabilities (e)                                                                                (3,086)

                            Rent * 8 (f)                                                                                                                        5,632
                                                                                                                                                                -----


                            Average invested capital                                                                                             $45,040
                                                                                                                                                 =======


                            Return on Invested Capital

                                                                                                              14.16%
                                                                                                               =====


    a) Represents results for the rolling four quarters ended for the period noted.


    b)  Represents the average of amounts at the beginning and end of the rolling four quarters
        period presented.


    c) Taxes receivable is recorded in the Consolidated Balance Sheet in receivables.


    d) LIFO reserve is recorded in the Consolidated Balance Sheet in inventories.


    e) The calculation of average other current liabilities excludes accrued income taxes.


    f) The factor of eight estimates the hypothetical capitalization of our operating leases.

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SOURCE The Kroger Co.