Edgar Filing: KROGER CO


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended August 18, 2007
OR
o		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, OH 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)

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 x No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer o Non-accelerated filer o

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

There were 681,170,230 shares of Common Stock ($1 par value) outstanding as of September 21, 2007.

Page 1 of 38

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

THE KROGER CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(unaudited)

	Second Quarter Ended				Two Quarters Ended
	August 18,		August 12,		August 18,		August 12,
	2007		2006		2007		2006
Sales	$	16,139	$	15,138	$	36,865	$	34,554
Merchandise costs, including advertising, warehousing, and transportation,
excluding items shown separately below		12,315		11,598		28,149		26,256
Operating, general and administrative		2,827		2,649		6,436		6,178
Rent		149		153		338		349
Depreciation and amortization		311		290		715		678
Operating profit		537		448		1,227		1,093
Interest expense		104		110		250		265
Earnings before income tax expense		433		338		977		828
Income tax expense		166		129		373		313
Net earnings	$	267	$	209	$	604	$	515

Net earnings per basic common share	$	0.38	$	0.29	$	0.86	$	0.72
Average number of common shares used in basic calculation		702		719		704		721

Net earnings per diluted share	$	0.38	$	0.29	$	0.85	$	0.71
Average number of common shares used in diluted calculation		709		725		712		727

Dividends declared per common share	$	.075	$	.065	$	.15	$	.13

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

Page 2 of 38

THE KROGER CO.
CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
(unaudited)

	August 18,			February 3,
	2007			2007
ASSETS
Current assets
Cash - In stores	$	134		$	157
Cash - Temporary cash investments		30			32
Total cash and temporary cash investments		164			189

Deposits in-transit		564			614
Receivables		680			778
FIFO inventory		5,087			5,059
LIFO credit		(510	)		(450	)
Prefunded employee benefits		-			300
Prepaid and other current assets		255			265
Total current assets		6,240			6,755

Property, plant and equipment, net		12,121			11,779
Goodwill		2,143			2,192
Other assets		557			489

Total Assets	$	21,061		$	21,215

LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under capital leases and financing
obligations	$	1,202		$	906
Accounts payable		3,834			3,804
Accrued salaries and wages		756			796
Deferred income taxes		170			268
Other current liabilities		2,059			1,807
Total current liabilities		8,021			7,581

Long-term debt including obligations under capital leases and financing obligations
Face-value long-term debt including obligations under capital leases and financing obligations		5,453			6,136
Adjustment to reflect fair-value interest rate hedges		19			18
Long-term debt including obligations under capital leases and financing obligations		5,472			6,154

Deferred income taxes		297			722
Other long-term liabilities		2,306			1,835

Total Liabilities		16,096			16,292

Commitments and contingencies (see Note 11)

SHAREOWNERS' EQUITY

Preferred stock, $100 par, 5 shares authorized and unissued		-			-
Common stock, $1 par, 1,000 shares authorized; 945 shares issued in 2007 and 937 shares issued in
2006		945			937
Additional paid-in capital		2,965			2,755
Accumulated other comprehensive loss		(237	)		(259	)
Accumulated earnings		6,003			5,501
Common stock in treasury, at cost, 257 shares in 2007 and 232 shares in 2006		(4,711	)		(4,011	)

Total Shareowners' Equity		4,965			4,923

Total Liabilities and Shareowners' Equity	$	21,061		$	21,215

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

Page 3 of 38

THE KROGER CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions and unaudited)

	Two Quarters Ended
	August 18, 2007			August 12, 2006
Cash Flows from Operating Activities:
Net earnings	$	604		$	515
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		715			678
LIFO charge		60			23
Stock option expense		48			39
Expense for Company-sponsored pension plans		33			78
Deferred income taxes		(13	)		(64	)
Other		23			54
Changes in operating assets and liabilities net of effects from acquisitions of businesses:
Store deposits in-transit		50			(53	)
Receivables		90			(29	)
Inventories		(11	)		35
Prepaid expenses		303			257
Accounts payable		26			117
Accrued expenses		(54	)		48
Income tax payables		306			290
Contribution to Company-sponsored pension plans		(50	)		(150	)
Other		25			8

Net cash provided by operating activities		2,155			1,846

Cash Flows from Investing Activities:
Payments for capital expenditures		(1,075	)		(763	)
Payments for acquisitions		(86	)		-
Proceeds from sale of assets		23			75
Other		(32	)		(14	)

Net cash used by investing activities		(1,170	)		(702	)

Cash Flows from Financing Activities:
Dividends paid		(99	)		(47	)
Proceeds from issuance of long-term debt		300			-
Payments on long-term debt		(534	)		(267	)
Payments on bank revolver		(152	)		-
Proceeds form lease-financing transactions		3			-
Proceeds from issuance of capital stock		182			76
Treasury stock purchases		(710	)		(295	)
Increase (decrease) in book overdrafts		4			(38	)
Other		(4	)		20

Net cash used by financing activities		(1,010	)		(551	)

Net increase (decrease) in total cash and temporary cash investments		(25	)		593

Total cash and temporary cash investments:
Beginning of year		189			210

End of quarter	$	164		$	803

Reconciliation of capital expenditures:
Payments for capital expenditures	$	(1,075	)	$	(763	)
Changes in construction-in-progress payables		38			(48	)
Total capital expenditures	$	(1,037	)	$	(811	)

Supplemental cash flow information:
Cash paid during the year for interest	$	245		$	275
Cash paid during the year for income taxes	$	26		$	45

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

Page 4 of 38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All amounts are in millions except per share amounts.

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

1. ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying financial statements include the consolidated accounts of The Kroger Co. and its subsidiaries. The February 3, 2007 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 all normal, recurring adjustments that are necessary for a fair presentation 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 fiscal 2006 Annual Report on Form 10-K of The Kroger Co. filed with the SEC on April 4, 2007.

The unaudited information in the Consolidated Financial Statements for the second quarter and two quarters ended August 18, 2007 and August 12, 2006 includes the results of operations of the Company for the 12-week and 28-week periods then ended.

Store Closing and Other Expense Allowances

All closed store liabilities related to exit or disposal activities initiated after December 31, 2002, are accounted for in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The Company provides for closed store liabilities relating to the present value of the estimated remaining noncancellable lease payments after the closing date, net of estimated subtenant income. The Company estimates the net lease liabilities using a discount rate to calculate the present value of the remaining net rent payments on closed stores. The closed store lease liabilities usually are paid over the lease terms associated with the closed stores, which generally have remaining terms ranging from one up to 20 years. Adjustments to closed store liabilities primarily relate to changes in subtenant income and lease buyouts. Adjustments are made for changes in estimates in the period in which the change becomes known. Store closing liabilities are reviewed quarterly to ensure that any accrued amount that is not a sufficient estimate of future costs, or that no longer is needed for its originally intended purpose, is adjusted to income in the proper period.

Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, equipment and leasehold improvements are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred.

The Company recorded asset impairments in the normal course of business totaling $4 in the second quarter of 2007 and $28 in the second quarter of 2006. During the first two quarters of 2007 and 2006, the Company recorded asset impairments in the normal course of business totaling $11 and $38, respectively.

Page 5 of 38

The following table summarizes accrual activity for future lease obligations of stores closed in the normal course of business.

	Future Lease Obligations
	2007			2006
Balance at beginning of year	$	33		$	65
Additions		4			7
Payments		(7	)		(4	)
Adjustments		(6	)		(19	)

Balance at end of second quarter	$	24		$	49

In addition, the Company maintains a $46 liability for facility closure costs for locations closed in California prior to the Fred Meyer merger in 1999 and a $5 liability for store closing costs related to two distinct, formalized plans that coordinated the closing of several locations over relatively short periods of time in 2000 and 2001.

2. GOODWILL AND BUSINESS ACQUISITIONS

The following table summarizes the changes in the Company’s net goodwill balance through August 18, 2007.

	Goodwill
Balance at February 3, 2007	$	2,192
FIN 48 adjustment (See Note 7)		(72	)
Additions		23

Balance at August 18, 2007	$	2,143

During the second quarter, the Company completed acquisitions of 18 Scott’s Food & Pharmacy retail stores in Northeast Indiana and 20 Farmer Jack Food & Pharmacy retail stores in Michigan for approximately $86. The transactions were recorded using the purchase method of accounting. Assets and liabilities were recorded based on fair values with the purchase prices being primarily allocated to inventory, property, plant and equipment and goodwill. The results of operations are included in the Company’s Consolidated Financial Statements since the date of acquisition.

The proforma impacts of these acquisitions are not material to previously reported results.

3. STOCK OPTION PLANS

The Company recognized total stock based compensation of $25 and $17 in the second quarter ended August 18, 2007 and August 12, 2006, respectively. Total stock based compensation of $48 and $39 was recorded for the two quarters ended August 18, 2007 and August 12, 2006, respectively. These costs were recognized as operating, general and administrative costs in the Company’s Consolidated Statements of Operations.

The Company grants options for common stock (“stock options”) to employees, as well as to its non-employee directors, under various plans at an option price equal to the fair market value of the stock at the date of grant. In addition to stock options, the Company awards restricted stock to employees under various plans. Equity awards may be made once each quarter on a predetermined date. It has been the Company’s practice to make a general annual grant, which occurred in the second quarter of 2007.

Stock options granted in the first two quarters of 2007 expire 10 years from the date of the grant and vest from one year to five years from the date of grant. Restricted stock awards in the first two quarters of 2007 have restrictions that lapse in one year to five years from the date of the awards. All awards become immediately exercisable upon certain changes of control of the Company.

Page 6 of 38

Changes in options outstanding under the stock option plans are summarized below.

Stock Options

	Shares subject		Weighted-average
	to option		exercise price
Outstanding, February 3, 2007	51.9		$	20.09
Granted	3.3		$	28.03
Exercised	(8.2	)	$	18.89
Canceled or Expired	(0.3	)	$	20.78

Outstanding, August 18, 2007	46.7		$	20.87

Restricted Stock

	Restricted shares		Weighted-average
	outstanding		grant-date fair value
Outstanding, February 3, 2007	2.4		$	20.02
Granted	2.3		$	28.25
Lapsed	(1.3	)	$	19.86
Canceled or Expired	—		$	—

Outstanding, August 18, 2007	3.4		$	25.60

The weighted-average fair value of stock options granted during the first two quarters ended August 18, 2007 and August 12, 2006, was $9.92 and $6.90, respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model, based on the assumptions shown in the table below. The Black-Scholes model utilizes extensive accounting judgment and financial estimates, including the term employees are expected to retain their stock options before exercising them, the volatility of the Company’s stock price over that expected term, the dividend yield over the term, and the number of awards expected to be forfeited before they vest. Using alternative assumptions in the calculation of fair value would produce fair values for stock option grants that could be different than those used to record stock-based compensation expense in the Consolidated Statements of Operations.

The following table reflects the weighted average assumptions used for grants awarded to option holders:

	2007	2006
Risk-free interest rate	5.06%	5.07%
Expected dividend yield	1.40%	1.50%
Expected volatility	29.24%	27.60%
Expected term	6.85 Years	7.50 Years

4. DEBT OBLIGATIONS

Long-term debt consists of:

	August 18,			February 3,
	2007			2007
Credit Facility and Commercial Paper borrowings	$	200		$	352
4.95% to 9.20% Senior Notes and Debentures due through 2031		5,716			5,916
6.12% to 9.95% mortgages due in varying amounts through 2034		156			169
Other		138			144

Total debt, excluding capital leases and financing obligations		6,210			6,581

Less current portion		(1,174	)		(878	)

Total long-term debt, excluding capital leases and financing obligations	$	5,036		$	5,703

During the second quarter of 2007, the Company issued $300, 6.4% senior notes due in 2017.

Page 7 of 38

5. COMPREHENSIVE INCOME

Comprehensive income is as follows:

	Second Quarter Ended					Year-To-Date
	August 18,		August 12,			August 18,		August 12,
	2007		2006			2007		2006
Net earnings	$	267	$	209		$	604	$	515
Unrealized gain and (losses) on hedging activities, net of tax⁽¹⁾		5		(3	)		9		15
Amortization of amounts included in net periodic pension expense⁽²⁾		5		-			12		-
Other		-		-			1		-
Comprehensive income	$	277	$	206		$	626	$	530

(1)		Amount is net of tax of $3 for the second quarter of 2007 and $(2) for the second quarter of 2006. Amount is net of tax of $5 for the first two quarters of 2007 and $9 for the first two quarters of 2006.
(2)		Amount is net of tax of $3 for the second quarter of 2007 and $8 for the first two quarters of 2007.

During 2007 and 2006 unrealized gains and losses on hedging activities, included in other comprehensive income consisted of reclassifications of unrealized gains and losses on cash flow hedges into net earnings as well as market value adjustments to reflect cash flow hedges at fair value as of the respective balance sheet dates.

Page 8 of 38

6. BENEFIT PLANS

The following table provides the components of net periodic benefit costs for the Company-sponsored pension plans and other post-retirement benefits for the second quarter of 2007 and 2006.

	Second Quarter
	Pension Benefits						Other Benefits
	2007			2006			2007			2006
Components of net periodic benefit cost:
Service cost	$	10		$	31		$	3		$	3
Interest cost		34			30			5			5
Expected return on plan assets		(38	)		(35	)		—			—
Amortization of:
Prior service cost		—			1			(1	)		(2	)
Actuarial loss		8			9			—			—

Net periodic benefit cost	$	14		$	36		$	7		$	6

The following table provides the components of net periodic benefit costs for the Company-sponsored pension plans and other post-retirement benefits for the first two quarters of 2007 and 2006.

	Year-To-Date
	Pension Benefits						Other Benefits
	2007			2006			2007			2006
Components of net periodic benefit cost:
Service cost	$	23		$	72		$	8		$	7
Interest cost		79			71			11			11
Expected return on plan assets		(89	)		(82	)		—			—
Amortization of:
Prior service cost		1			3			(3	)		(4	)
Actuarial loss		19			21			—			—

Net periodic benefit cost	$	33		$	85		$	16		$	14

Net periodic benefit cost decreased in the first two quarters of 2007 compared to the first two quarters of 2006 due to participants in the cash balance formula of the consolidated retirement benefit plan being moved to a 401(k) retirement savings account plan effective January 1, 2007. The 401(k) retirement savings account plan will provide to eligible employees both Company matching contributions and automatic Company contributions based on participant contributions, plan compensation, and length of service.

The Company contributed $50 and $150 to Company-sponsored pension plans in the first two quarters of 2007 and 2006, 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 accordance with SFAS No. 87, Employers’ Accounting for Pensions.

7. INCOME TAXES

Effective February 4, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (“FIN No. 48”), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The effect of adoption was to increase retained earnings by $4 and to decrease our accrual for uncertain tax positions by a corresponding amount. Additionally, we decreased goodwill and accrual for uncertain tax positions by $72 to reflect the measurement under the rules of FIN No. 48 of an uncertain tax position related to previous business combinations.

As of adoption, the total amount of unrecognized tax benefits for uncertain tax positions, including positions affecting only the timing of tax benefits, was $694. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $119.

Page 9 of 38

To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and classified as a component of income tax expense in our Condensed Consolidated Statements of Operations. This accounting policy election is a continuation of the Company’s historical policy. As of February 4, 2007, the amount of accrued interest and penalties included on the Condensed Consolidated Balance Sheets was $118.

The Internal Revenue Service (“IRS”) is currently conducting a field examination of our 2002 – 2004 U.S. tax returns. The examination is scheduled to be completed in the third or fourth quarter of 2007. An examination of our 1999 – 2001 U.S. tax returns was completed in 2005. The Company currently is contesting two issues at the appellate level of the IRS. We anticipate that these matters may be resolved within the next 12 months. In the opinion of management, the ultimate disposition of the items noted above will not have a significant effect on our consolidated financial position, liquidity, or results of operations. Additionally, the Company has a case in the U.S. Tax Court. A decision on this case is not expected within the next 12 months. In connection with this case, the Company has extended the statute of limitations on its tax years after 1991.

As of August 18, 2007, there have been no material changes to the disclosures noted above.

The effective income tax rate was 38.2% for the first two quarters of 2007 and 37.8% for the first two quarters of 2006. The 2007 and 2006 effective income tax rate differed from the federal statutory rate primarily due to the effect of state taxes.

8. EARNINGS PER COMMON SHARE

Earnings per basic common share equals net earnings divided by the weighted average number of common shares outstanding. Earnings per diluted common share equals net earnings divided by the weighted average number of common shares outstanding, after giving effect to dilutive stock options, restricted stock and warrants.

Page 10 of 38

The following tables provide a reconciliation of net earnings and shares used in calculating earnings per basic common share to those used in calculating earnings per diluted common share:

	Second Quarter Ended					Second Quarter Ended
	August 18, 2007					August 12, 2006
	Earnings		Shares	Per Share		Earnings		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Earnings per basic common share	$	267	702	$	0.38	$	209	719	$	0.29
Dilutive effect of stock options, restricted
stock and warrants			7					6

Earnings per diluted common share	$	267	709	$	0.38	$	209	725	$	0.29

	Year-To-Date					Year-To-Date
	August 18, 2007					August 12, 2006
	Earnings		Shares	Per Share		Earnings		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Earnings per basic common share	$	604	704	$	0.86	$	515	721	$	0.72
Dilutive effect of stock options, restricted
stock and warrants			8					6

Earnings per diluted common share	$	604	712	$	0.85	$	515	727	$	0.71

The Company had options outstanding for approximately 3 shares and 27 shares during the second quarter of 2007 and 2006, respectively, that were excluded from the computations of earnings per diluted common share because their inclusion would have had an anti-dilutive effect on earnings per share. For the first two quarters of 2007 and 2006, the Company had options outstanding for approximately 4 and 29 shares, respectively, that were excluded from the computations of diluted earnings per share because their inclusion would have had an anti-dilutive effect on earnings per share.

9. RECENTLY ISSUED ACCOUNTING STANDARDS

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurement. SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 will become effective for the Company’s fiscal year beginning February 3, 2008. The Company is evaluating the effect the implementation of SFAS No. 157 will have on its Consolidated Financial Statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. SFAS No. 159 permits entities to make an irrevocable election to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis. Unrealized gains and losses on items for which the fair value option has been elected should be recognized into net earnings at each subsequent reporting date. SFAS No. 159 will be become effective for the Company’s fiscal year beginning February 3, 2008. The Company is currently evaluating the effect the adoption of SFAS No. 159 will have on its Consolidated Financial Statements.

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10. GUARANTOR SUBSIDIARIES

The Company’s outstanding public debt (the “Guaranteed Notes”) is jointly and severally, fully and unconditionally guaranteed by The Kroger Co. and certain of its subsidiaries (the “Guarantor Subsidiaries”). At August 18, 2007, a total of approximately $5,716 of Guaranteed Notes were outstanding. The Guarantor Subsidiaries and non-guarantor subsidiaries are direct or indirect wholly-owned subsidiaries of The Kroger Co. Separate financial statements of The Kroger Co. and each of the Guarantor Subsidiaries are not presented because the guarantees are full and unconditional and the Guarantor Subsidiaries are jointly and severally liable. The Company believes that separate financial statements and other disclosures concerning the Guarantor Subsidiaries would not be material to investors.

The non-guaranteeing subsidiaries represent less than 3% on an individual and aggregate basis of consolidated assets, pre-tax earnings, cash flow and equity. Therefore, the non-guarantor subsidiaries’ information is not separately presented in the tables below.

There are no current restrictions on the ability of the Guarantor Subsidiaries to make payments under the guarantees referred to above. The obligations of each guarantor under its guarantee are limited to the maximum amount permitted under Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar Federal or state law (e.g. laws requiring adequate capital to pay dividends) respecting fraudulent conveyance or fraudulent transfer.

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The following tables present summarized financial information as of August 18, 2007 and February 3, 2007, for the second quarter ended, and the two quarters ended August 18, 2007 and August 12, 2006:

Condensed Consolidating
Balance Sheets
As of August 18, 2007

	The Kroger		Guarantor
	Co.		Subsidiaries		Eliminations			Consolidated
Current assets
Cash and temporary cash investments	$	21	$	143	$	—		$	164
Deposits in-transit		61		503		—			564
Receivables		120		1,932		(1,372	)		680
Net inventories		462		4,115		—			4,577
Prepaid and other current assets		62		193		—			255

Total current assets		726		6,886		(1,372	)		6,240

Property, plant and equipment, net		1,576		10,545		—			12,121
Goodwill		56		2,087		—			2,143
Other assets		978		1,005		(1,426	)		557
Investment in and advances to subsidiaries		11,466		—		(11,466	)		—

Total assets	$	14,802	$	20,523	$	(14,264	)	$	21,061

Current liabilities
Current portion of long-term debt including obligations under capital
leases and financing obligations	$	1,202	$	—	$	—		$	1,202
Accounts payable		1,657		4,975		(2,798	)		3,834
Other current liabilities		—		2,985		—			2,985

Total current liabilities		2,859		7,960		(2,798	)		8,021

Long-term debt including obligations under capital leases and
financing obligations
Face value long-term debt including obligations under capital leases
and financing obligations		5,453		—		—			5,453
Adjustment to reflect fair value interest rate hedges		19		—		—			19

Long-term debt including obligations under capital leases
and financing obligations		5,472		—		—			5,472
Other long-term liabilities		1,506		1,097		—			2,603

Total liabilities		9,837		9,057		(2,798	)		16,096

Shareowners’ Equity		4,965		11,466		(11,466	)		4,965

Total liabilities and shareowners’ equity	$	14,802	$	20,523	$	(14,264	)	$	21,061

Page 13 of 38

Condensed Consolidating
Balance Sheets
As of February 3, 2007

				Guarantor
	The Kroger Co.			Subsidiaries		Eliminations			Consolidated
Current assets
Cash and temporary cash investments	$	25		$	164	$	—		$	189
Store deposits in-transit		69			545		—			614
Receivables		168			1,982		(1,372	)		778
Net inventories		406			4,203		—			4,609
Prepaid and other current assets		371			194		—			565

Total current assets		1,039			7,088		(1,372	)		6,755

Property, plant and equipment, net		1,429			10,350		—			11,779
Goodwill		56			2,136		—			2,192
Other assets		647			1,149		(1,307	)		489
Investment in and advances to subsidiaries		11,510			—		(11,510	)		—

Total assets	$	14,681		$	20,723	$	(14,189	)	$	21,215

Current liabilities
Current portion of long-term debt including obligations under
capital leases and financing obligations	$	906		$	—	$	—		$	906
Accounts payable		1,614			4,869		(2,679	)		3,804
Other current liabilities		(537	)		3,408		—			2,871

Total current liabilities		1,983			8,277		(2,679	)		7,581

Long-term debt including obligations under capital leases and financing
obligations
Face value long-term debt including obligations under capital leases
and financing obligations		6,136			—		—			6,136
Adjustment to reflect fair value interest rate hedges		18			—		—			18

Long-term debt including obligations under capital leases
and financing obligations		6,154			—		—			6,154
Other long-term liabilities		1,621			936		—			2,557

Total liabilities		9,758			9,213		(2,679	)		16,292

Shareowners’ Equity		4,923			11,510		(11,510	)		4,923

Total liabilities and shareowners’ equity	$	14,681		$	20,723	$	(14,189	)	$	21,215

Page 14 of 38

Condensed Consolidating
Statements of Operations
For the Quarter Ended August 18, 2007

	The Kroger			Guarantor
	Co.			Subsidiaries		Eliminations			Consolidated
Sales	$	2,088		$	14,335	$	(284	)	$	16,139
Merchandise costs, including warehousing and transportation		1,714			10,885		(284	)		12,315
Operating, general and administrative		392			2,435		—			2,827
Rent		31			118		—			149
Depreciation and amortization		32			279		—			311

Operating profit (loss)		(81	)		618		—			537
Interest expense		103			1		—			104
Equity in earnings of subsidiaries		439			—		(439	)		—

Earnings before income tax expense		255			617		(439	)		433
Income tax expense (benefit)		(12	)		178		—			166

Net earnings	$	267		$	439	$	(439	)	$	267

Condensed Consolidating
Statements of Operations
For the Quarter Ended August 12, 2006

	The Kroger			Guarantor
	Co.			Subsidiaries		Eliminations			Consolidated
Sales	$	2,151		$	13,207	$	(220	)	$	15,138
Merchandise costs, including warehousing and transportation		1,809			10,009		(220	)		11,598
Operating, general and administrative		430			2,219		—			2,649
Rent		28			125		—			153
Depreciation and amortization		34			256		—			290

Operating profit (loss)		(150	)		598		—			448
Interest expense		108			2		—			110
Equity in earnings of subsidiaries		448			—		(448	)		—

Earnings before income tax expense		190			596		(448	)		338
Income tax expense (benefit)		(19	)		148		—			129

Net earnings	$	209		$	448	$	(448	)	$	209

Page 15 of 38

Condensed Consolidating
Statements of Operations
For the Two Quarters Ended August 18, 2007

	The Kroger			Guarantor
	Co.			Subsidiaries		Eliminations			Consolidated
Sales	$	4,812		$	32,696	$	(643	)	$	36,865
Merchandise costs, including warehousing and transportation		3,925			24,867		(643	)		28,149
Operating, general and administrative		914			5,522		—			6,436
Rent		67			271		—			338
Depreciation and amortization		78			637		—			715

Operating profit (loss)		(172	)		1,399		—			1,227
Interest expense		247			3		—			250
Equity in earnings of subsidiaries		1,027			—		(1,027	)		—

Earnings before income tax expense		608			1,396		(1,027	)		977
Income tax expense		4			369		—			373

Net earnings	$	604		$	1,027	$	(1,027	)	$	604

Condensed Consolidating
Statements of Operations
For the Two Quarters Ended August 12, 2006

	The Kroger			Guarantor
	Co.			Subsidiaries		Eliminations			Consolidated
Sales	$	4,951		$	30,119	$	(516	)	$	34,554
Merchandise costs, including warehousing and transportation		4,061			22,711		(516	)		26,256
Operating, general and administrative		951			5,227		—			6,178
Rent		76			273		—			349
Depreciation and amortization		81			597		—			678

Operating profit (loss)		(218	)		1,311		—			1,093
Interest expense		261			4		—			265
Equity in earnings of subsidiaries		950			—		(950	)		—

Earnings before income tax expense		471			1,307		(950	)		828
Income tax expense (benefit)		(44	)		357		—			313

Net earnings	$	515		$	950	$	(950	)	$	515

Page 16 of 38

Condensed Consolidating
Statements of Cash Flows
For the Two Quarters Ended August 18, 2007

				Guarantor
	The Kroger Co.			Subsidiaries			Consolidated
Net cash provided by operating activities	$	1,029		$	1,126		$	2,155

Cash flows from investing activities:
Payments for capital expenditures, excluding acquisitions		(83	)		(992	)		(1,075	)
Other		19			(114	)		(95	)

Net cash used by investing activities		(64	)		(1,106	)		(1,170	)

Cash flows from financing activities:
Dividends paid		(99	)		—			(99	)
Proceeds from issuance of long-term debt		300			—			300
Payments on long-term debt		(534	)		—			(534	)
Proceeds from issuance of capital stock		182			—			182
Treasury stock purchases		(710	)		—			(710	)
Other		(152	)		3			(149	)
Net change in advances to subsidiaries		44			(44	)		—

Net cash used by financing activities		(969	)		(41	)		(1,010	)

Net decrease in cash and temporary cash investments		(4	)		(21	)		(25	)
Cash and temporary cash investments:
Beginning of year		25			164			189

End of quarter	$	21		$	143		$	164

Condensed Consolidating
Statements of Cash Flows
For the Two Quarters Ended August 12, 2006

				Guarantor
	The Kroger Co.			Subsidiaries			Consolidated
Net cash provided by operating activities	$	579		$	1,267		$	1,846

Cash flows from investing activities:
Payments for capital expenditures, excluding acquisitions		(65	)		(698	)		(763	)
Other		44			17			61

Net cash used by investing activities		(21	)		(681	)		(702	)

Cash flows from financing activities:
Dividends paid		(47	)		—			(47	)
Proceeds from issuance of long-term debt		—			—			—
Payments on long-term debt		(267	)		—			(267	)
Proceeds from issuance of capital stock		76			—			76
Treasury stock purchases		(295	)		—			(295	)
Other		21			(39	)		(18	)
Net change in advances to subsidiaries		603			(603	)		—

Net cash used by financing activities		91			(642	)		(551	)

Net increase (decrease) in cash and temporary cash investments		649			(56	)		593
Cash and temporary cash investments:
Beginning of year		39			171			210

End of quarter	$	688		$	115		$	803

Page 17 of 38

11. COMMITMENTS AND CONTINGENCIES

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

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

The principal contingencies are described below:

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

Litigation – On October 6, 2006, the Company petitioned the Tax Court (In Re: Ralphs Grocery Company and Subsidiaries, formerly known as Ralphs Supermarkets, Inc., Docket No. 20364-06) for a redetermination of deficiencies set by the Commissioner of Internal Revenue. The dispute at issue involves a 1992 transaction in which Ralphs Holding Company acquired the stock of Ralphs Grocery Company and made an election under Section 338(h)(10) of the Internal Revenue Code. The Commissioner has determined that the acquisition of the stock was not a purchase as defined by Section 338(h)(3) of the Internal Revenue Code and that the acquisition does not qualify as a purchase. The Company has strong arguments in favor of its position and believes it is more likely than not that its position will be sustained. However, due to the inherent uncertainty involved in the litigation process, there can be no assurances that the Tax Court will rule in favor of the Company.

On February 2, 2004, the Attorney General for the State of California filed an action in Los Angeles federal court (California, ex rel Lockyer v. Safeway, Inc. dba Vons, a Safeway Company; Albertson’s, Inc. and Ralphs Grocery Company, a division of The Kroger Co., United States District Court Central District of California, Case No. CV04-0687) alleging that the Mutual Strike Assistance Agreement (the “Agreement”) between the Company, Albertson’s, Inc. and Safeway Inc. (collectively, the “Retailers”), which was designed to prevent the union from placing disproportionate pressure on one or more of the Retailers by picketing such Retailer(s) but not the other Retailer(s) during the labor dispute in Southern California, violated Section 1 of the Sherman Act. The lawsuit seeks declarative and injunctive relief. On May 25, 2005, the Court denied a motion for a summary judgment filed by the defendants. Ralphs and the other defendants filed a notice of an interlocutory appeal to the United States Court of Appeals for the Ninth Circuit. On November 29, 2005, the appellate court dismissed the appeal. On December 7, 2006, the Court denied a motion for summary judgment filed by the State of California. The Company continues to believe it has strong defenses against this lawsuit and is vigorously defending it. Although this lawsuit is subject to uncertainties inherent to the litigation process, based on the information presently available to the Company, management does not expect that the ultimate resolution of this action will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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, 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.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made adequate provisions for these contingencies. 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 evaluations or predictions could arise that could have a material adverse impact on the Company’s financial condition or results of operation.

Guarantees – The Company periodically enters into real estate joint ventures in connection with the development of certain properties. The Company usually sells its interests in such partnerships upon completion of the projects. As of August 18, 2007, the Company was a partner with 50% ownership in two real estate joint ventures for which it has guaranteed approximately $7 of debt incurred by the ventures. Based on the covenants underlying this indebtedness as of August 18, 2007, it is unlikely that the Company will be responsible for repayment of these obligations.

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

Page 18 of 38

Benefit Plans – The Company administers certain non-contributory defined benefit retirement plans and contributory defined contribution retirement plans for substantially all non-union employees and some union-represented employees as determined by the terms and conditions of collective bargaining agreements. Funding for the defined benefit pension plans is based on a review of the specific requirements and an evaluation of the assets and liabilities of each plan. Funding for the Company’s matching and automatic contributions under the defined contribution plans is based on years of service, plan compensation, and amount of contributions by participants.

In addition to providing pension benefits, the Company provides certain health care benefits for retired employees. Funding for the retiree health care benefits occurs as claims or premiums are paid.

The determination of the obligation and expense for the Company’s defined benefit retirement pension plan and other post-retirement benefits is dependent on the Company’s selection of assumptions used by actuaries in calculating those amounts. Those assumptions are described in the Company’s 2006 Annual Report on Form 10-K and include, among others, the discount rate, the expected long-term rate of return on plan assets, and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in such future periods. While the Company believes that the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.

The Company contributed $50 and $150 to its Company-sponsored defined benefit pension plans in the first two quarters of 2007 and 2006, respectively. The Company expects these contributions will reduce its minimum required contributions in future years. Among other things, investment performance of plan assets, the interest rates required to be used to calculate pension obligations and future changes in legislation will determine the amounts of any additional contributions. In addition, we expect matching cash contributions to our 401(k) Retirement Savings Account Plan, a defined contribution plan, to total approximately $75 in 2007.

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 benefits are paid from assets held in trust for that purpose. Trustees are appointed in equal number by employers and unions. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans.

Based on the most recent information available to it, the Company believes that the present value of actuarial accrued liabilities in most or all of these multi-employer plans substantially exceeds the value of the assets held in trust to pay benefits. Because the Company is only one of a number of employers contributing to these plans, it is difficult to ascertain what the Company’s “share” of the underfunding would be, although we anticipate the Company’s contributions to these plans will increase each year. Although underfunding can result in the imposition of excise taxes on contributing employers, other factors such as increased contributions, changes in benefits, and improved investment performance can reduce underfunding so that excise taxes are not triggered. Moreover, if the Company were to exit certain markets or otherwise cease making contributions to these funds, the Company could trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably determined, in accordance with SFAS No. 87, Employers’ Accounting for Pensions.

12. INTEREST RATE HEDGES

The Company has unamortized proceeds from six interest rate swaps once classified as fair value hedges totaling approximately $38. The unamortized proceeds are recorded as adjustments to the carrying values of the underlying debt and are being amortized over the remaining lives of the debt.

During the second quarter of 2007, the Company terminated a forward-starting interest rate swap in a notional amount of $250 classified as a cash flow hedge in the amount of $11. The unamortized proceeds have been recorded net of tax in other comprehensive income and will be amortized to earnings as the payments of interest to which the hedge relates are made.

At the end of the second quarter of 2007, the Company maintained six interest rate swap agreements that are being accounted for as fair value hedges. As of August 18, 2007, liabilities totaling $27 have been recorded to reflect the fair value of these agreements, offset by reductions in the fair value of the underlying debt. In addition, the Company maintained two forward-starting interest rate swap agreements, with an aggregate notional amount totaling $500. As of August 18, 2007, assets totaling $15 million have been recorded to reflect the fair value of these agreements, offset by increases in Other Comprehensive Income.

13. Subsequent Events

On September 24, 2007, the Company announced the issuance of $300, 6.4% senior notes, which is expected to settle October 1, 2007, priced to yield 6.21%.

Page 19 of 38

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.

OVERVIEW

Second quarter total sales increased 6.6% to $16.1 billion compared to the second quarter of 2006. Identical supermarket sales increased 5.8% with fuel and 5.1% without fuel compared to the second quarter of 2006. Strong identical sales growth continues to be a key driver of our objective to increase earnings and create value for shareholders. This is the ninth consecutive quarter Kroger has reported identical supermarket sales growth, excluding fuel, in excess of 3%. This growth continues to be broad-based across the Company’s geographic regions and merchandise departments.

For the second quarter of 2007, net earnings totaled $267 million, or $0.38 per diluted share. Net earnings for the first two quarters of 2007 totaled $604 million, which included expenses of $0.01 per diluted share due to charges related to labor unrest at one of our distribution centers in the first quarter of 2007. (Due to rounding, the charges related to labor unrest affected net earnings by $.02 per diluted share as of the first quarter of 2007.)

Our fuel business had a strong second quarter in sales, gallons and margin. While fuel margins for the second quarter were strong, on a year-to-date basis they were more consistent with historical results. The Company has experienced and expects margin variations from quarter to quarter.

Based on the strength of Kroger’s financial performance during the first two quarters of 2007, we are raising our annual identical supermarket sales growth and earnings guidance. Kroger now expects identical supermarket sales growth, excluding fuel sales to be 4 - 5% for the full year. Additionally, our guidance for earnings per diluted share in 2007 has been increased to $1.64 - $1.67, despite a higher than estimated LIFO charge of $110 million. Our prior annual earnings per diluted share guidance was $1.60 - $1.65.

RESULTS OF OPERATIONS

Net Earnings

Net earnings totaled $267 million for the second quarter of 2007, an increase of 27.8% from net earnings of $209 million for the second quarter of 2006. Net earnings totaled $604 million for the first two quarters of 2007, an increase of 17.3% from net earnings of $515 for the first two quarters of 2006. The increase in our net earnings was the result of leveraging our fixed costs by strong identical sales growth and decreases in net interest and rent, offset by an $18 million effect related to labor unrest at one of our distribution centers in the first quarter, and a LIFO charge of $60 million for the first two quarters, compared to $23 million in the first two quarters of 2006. The increase in the LIFO charge for the first two quarters was caused by general product cost increases, particularly in grocery and dairy products. The first quarter results for 2006 included a non-recurring legal expense charge of $45 million, or $.03 cents per diluted share.

Earnings of $0.38 per diluted share for the second quarter of 2007 represented an increase of 31.0% over net earnings of $0.29 per diluted share for the second quarter of 2006. Earnings of $0.85 per diluted share for the first two quarters of 2007 represented an increase of 19.7% over net earnings of $0.71 for the first two quarters of 2006. Earnings per share growth resulted from increased net earnings and the repurchase of our stock under stock buyback plans announced in May 2006 and June 2007.

Page 20 of 38

Sales

Total Sales
(in millions)

	Second Quarter								Year-To-Date
			Percentage				Percentage				Percentage				Percentage
	2007		Increase		2006		Increase		2007		Increase		2006		Increase
Total supermarket
sales without fuel	$	13,724.6	5.5	%	$	13,006.7	6.4	%	$	31,601.0	5.4	%	$	29,979.9	6.1	%
Total supermarket
fuel sales	$	1,360.2	17.5	%	$	1,157.7	41.2	%	$	2,944.9	20.1	%	$	2,452.2	40.5	%

Total supermarket
sales	$	15,084.8	6.5	%	$	14,164.4	8.5	%	$	34,545.9	6.5	%	$	32,432.1	8.1	%
Other sales⁽¹⁾		1,054.2	8.2	%		974.1	19.3	%		2,318.7	9.3	%		2,121.6	17.1	%

Total sales	$	16,139.0	6.6	%	$	15,138.5	9.2	%	$	36,864.6	6.7	%	$	34,553.7	8.6	%

(1)

Other sales primarily relate to sales at convenience and jewelry stores and sales by our manufacturing plants to outside firms.

The change in our total sales for the second quarter and the first two quarters of 2007 was primarily the result of identical store sales increases and increased fuel gallons, as well as inflation in many core grocery and perishable categories. Identical store sales growth for the second quarter of 2007 was 5.8% including supermarket fuel operations and 5.1% excluding supermarket fuel operations. Increased customer count and average transaction size in the second quarter of 2007 were both responsible for our increases in identical supermarket sales and total sales, excluding fuel.

We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. Differences between total supermarket sales and identical supermarket sales primarily relate to changes in supermarket square footage. Our identical supermarket sales results are summarized in the table below. The identical supermarket dollar figures presented were used to calculate second quarter 2007 percent changes.

Identical Supermarket Sales
(in millions)

	Second Quarter
	2007			2006
Including fuel centers	$	14,327.8		$	13,536.8
Excluding fuel centers	$	13,054.3		$	12,417.3

Including fuel centers		5.8	%		7.9	%
Excluding fuel centers		5.1	%		6.0	%

We define a supermarket as comparable when it has been in operation for five full quarters, including expansions and relocations. Our comparable supermarket sales results are summarized in the table below. The comparable supermarket dollar figures presented were used to calculate the second quarter 2007 percent changes.

Comparable Supermarket Sales
(in millions)

	Second Quarter
	2007			2006
Including fuel centers	$	14,781.3		$	13,931.0
Excluding fuel centers	$	13,453.5		$	12,773.6

Including fuel centers		6.1	%		8.2	%
Excluding fuel centers		5.3	%		6.2	%

FIFO Gross Margin

We calculate First-In, First-Out (“FIFO”) Gross Margin as follows: Sales minus merchandise costs plus Last-In, First-Out (“LIFO”) charge. Merchandise costs include advertising, warehousing and transportation, but exclude depreciation expenses and rent expense. FIFO gross margin is an important measure used by management to evaluate merchandising and operational effectiveness.

Page 21 of 38

Our FIFO gross margin rate increased 47 basis points to 23.94% for the second quarter of 2007 from 23.47% for the second quarter of 2006. Our retail fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin on retail fuel sales as compared to non-fuel sales. Excluding the effect of retail fuel operations, our FIFO gross margin rate increased 51 basis points to 26.49% for the second quarter of 2007 from 25.98% for second quarter of 2006. The FIFO gross margin increase occurred despite decreases in FIFO gross margin rates, excluding fuel, in recent quarters. The decreases in recent quarters of this year over previous quarters have reflected our efforts to reinvest operational cost savings to lower prices for our customers. The increase in the second quarter of 2007 reflects our decision to pass along higher product costs during the quarter due to inflation. In addition, 23 basis points of the increase are attributable to improvements in shrink, advertising and warehousing costs as a rate of sales.

Our FIFO gross margin rate declined 27 basis points to 23.81% for the first two quarters of 2007 from 24.08% for the first two quarters of 2006. This decline results from our reinvesting operating cost savings in lower prices for our customers, which is an important part of our Customer 1^st strategy.

Operating, General and Administrative Expenses

Operating, general and administrative (“OG&A”) expenses consist primarily of employee-related costs such as wages, health care benefit costs and retirement plan costs. We did not include rent expense, depreciation and amortization expense, and interest expense, among other items, in OG&A. OG&A expenses, as a percent of sales, increased 2 basis points to 17.52% for the second quarter of 2007 from 17.50% for the second quarter of 2006. Our retail fuel sales lower our OG&A rate due to very low OG&A rates on retail fuel sales as compared to non-fuel sales. OG&A expenses, as a percent of sales excluding fuel, increased 16 basis points to 19.60% for the second quarter of 2007 from 19.43% for the second quarter of 2006. Our second quarter OG&A rate in 2007 is higher, reflecting pre-opening and transition costs associated with the Scott’s and Farmer Jack acquisitions (see Note 2 in our Consolidated Financial Statements). Benefits from our closed store lease liability adjustments in 2006 also contributed to a higher rate in 2007. Excluding these items, our second quarter 2007 OG&A rate on non-fuel sales would have been lower in 2007 compared to 2006.

OG&A expenses, as a percent of sales, decreased 42 basis points to 17.46% for the first two quarters of 2007 from 17.88% for the first two quarters of 2006. Excluding the effect of retail fuel operations, items noted above affecting first quarter OG&A and the non-recurring legal expense in the first quarter of 2006, OG&A, as a percent to sales, declined 13 basis points versus the first two quarters of last year. This decline was driven by leveraging identical sales growth and good cost control.

Rent Expense

Rent expense was $149 million, or .92% of sales, for the second quarter of 2007, compared to $153 million, or 1.01% of sales, for the second quarter of 2006. For the year-to-date period, rent expense was $338 million, or .92% of total sales in 2007, compared to $349 million, or 1.01% of sales, in 2006. The decrease in rent expense in both the second quarter and year-to-date 2007, compared to the same periods of 2006, results from leverage obtained from strong sales growth and is also an indication of our strategy to own rather than lease whenever possible.

Depreciation Expense

Depreciation expense was $311 million, or 1.93% of total sales, for the second quarter of 2007 compared to $290 million, or 1.92% of total sales, for the second quarter of 2006. Depreciation expense was $715 million, or 1.94% of total sales, for the first two quarters of 2007 compared to $678 million, or 1.96% of total sales, for the first two quarters of 2006. The increase in depreciation expense, in total dollars, was the result of higher capital expenditures during the last rolling four quarters of 2007 compared to the comparable period ending 2006.

Interest Expense

Net interest expense was $104 million, or 0.65% of total sales, and $110 million, or 0.73% of total sales, in the second quarter of 2007 and 2006, respectively. For the year-to-date period, interest expense was $250 million, or 0.68% of total sales, in 2007 and $265 million, or 0.77% of total sales, in 2006. The reduction in net interest expense for both the quarter and year-to-date periods of 2007, when compared to the same periods of 2006, resulted primarily from a $284 million reduction in total debt at August 18, 2007 compared to August 12, 2006.

Income Taxes

Our effective income tax rate was 38.3% for the second quarter of 2007 and 38.2% for the second quarter of 2006. For the year-to-date period, our effective income tax rate was 38.2% in 2007 and 37.8% in 2006. The 2007 and 2006 effective income tax rates differed from the federal statutory rate primarily due to the effect of state taxes.

Page 22 of 38

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

Net cash provided by operating activities

We generated $2.2 billion of cash from operating activities during the first two quarters of 2007, compared to $1.8 billion in 2006. Strong operating results drove the increase in cash provided by operating activities. Cash used to pay accrued expenses, to purchase additional inventory and to make cash contributions to Company-sponsored pension plans were offset by decreases in receivables and store deposit in-transits. We contributed $50 million to company sponsored pension plans during the first two quarters of 2007 compared to $150 million during the first two quarters of 2006. Prepaid expenses also decreased significantly since year-end, reflecting prepayments of some employee benefits at year-end.

Net cash used by investing activities

Investing activities used $1.2 billion of cash during the first two quarters of 2007 compared to $702 million during the first two quarters of 2006. The amount of cash used by investing activities increased in 2007 versus 2006 was due to higher capital spending, payments for two acquisitions and a reduction in proceeds from sales of assets.

Net cash used by financing activities

Financing activities used $1 billion of cash in the first two quarters of 2007 compared to $551 million in the first two quarters of 2006. The increase in the amount of cash used was a result of greater stock repurchases and dividends paid, slightly offset by proceeds received from the issuance of capital stock. Proceeds from the issuance of common stock represent exercises of employee stock options.

Debt Management

As of August 18, 2007, we maintained a $2.5 billion, five-year revolving credit facility that terminates in 2011. Outstanding borrowings under the credit agreement and commercial paper borrowings, and some outstanding letters of credit, reduce funds available under the credit agreement. In addition to the credit agreement, we maintained a $25 million money market line, borrowings under which also reduce the amount of funds available under our credit agreement. The money market line borrowings allowed us to borrow from banks at mutually agreed upon rates, usually at rates below the rates offered under the credit agreement. As of August 18, 2007, we had outstanding commercial paper and borrowings under our credit agreement totaling $122 and $100 million, respectively, that reduced amounts available under our credit agreement and had no borrowings under the money market line. The outstanding letters of credit that reduced the funds available under our credit agreement totaled $333 million as of August 18, 2007.

Our bank credit facility and the indentures underlying our publicly issued debt contain various restrictive covenants. As of August 18, 2007, we were in compliance with these financial covenants. Furthermore, management believes it is not reasonably likely that Kroger will fail to comply with these financial covenants in the foreseeable future.

Total debt, including both the current and long-term portions of capital leases and lease-financing obligations, decreased $284 million to $6.7 billion as of the end of the second quarter of 2007, from $7.0 billion as of the end of the second quarter of 2006. Total debt decreased $385 million as of the end of the second quarter of 2007 from $7.1 billion as of year-end 2006. The decreases in 2007 resulted from the use of cash flow from operations to reduce outstanding debt, including the repayment of $200 million, 7.65% senior notes and $300 million, 7.80% senior notes which came due during the first half of 2007, offset by proceeds received from a $300 million, 6.4% senior note issued in the second quarter of 2007.

Common Stock Repurchase Program

During the second quarter of 2007, we invested $578 million to repurchase 21.2 million shares of Kroger stock at an average price of $27.21 per share. For the first two quarters of 2007, we invested $710 million to repurchase 25.9 million shares of Kroger stock at an average price of $27.39 per share. These shares were reacquired under three separate stock repurchase programs. The first is a $500 million repurchase program that was authorized by Kroger’s Board of Directors on May 4, 2006. The second is a $1 billion repurchase program that was authorized by Kroger’s Board of Directors on June 26, 2007, which replaced the prior $500 million authorization above. The third is a program that purchases shares using the cash proceeds from the exercises of stock options by participants in Kroger’s stock option and long-term incentive plans as well as the associated tax benefits. As of August 18, 2007, we had approximately $612 million remaining under the June 2007 repurchase program.

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CAPITAL EXPENDITURES

Capital expenditures totaled $481 million for the second quarter of 2007 compared to $361 million for the second quarter of 2006. Year-to-date, capital expenditures, excluding acquisitions, totaled $1,037 million in 2007 and $811 million in 2006. During the second quarter of 2007, we opened, acquired, expanded or relocated 50 food stores and also completed 30 within-the-wall remodels. During the first two quarters of 2007, we opened, acquired, expanded or relocated 69 food stores and also completed 101 within-the-wall remodels. Total food store square footage increased 1.8% from the second quarter of 2006. Excluding acquisitions and operational closings, total food store square footage increased 1.6% over the second quarter of 2006.

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. Except as noted below, our critical accounting policies are summarized in our 2006 Annual Report on Form 10-K filed with the SEC on April 4, 2007.

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.

Accounting for Uncertainty in Income Taxes

The effect of adoption was to increase retained earnings by $4 million and to decrease our accrual for uncertain tax positions by a corresponding amount. Additionally, we decreased goodwill and accrual for uncertain tax positions by $72 million to reflect the measurement under the rules of FIN No. 48 of an uncertain tax position related to previous business combinations.

As of adoption, the total amount of unrecognized tax benefits for uncertain tax positions, including positions affecting only the timing of tax benefits, was $694 million. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $119 million.

To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and classified as a component of income tax expense in our Condensed Consolidated Statements of Operations. This accounting policy election is a continuation of the Company’s historical policy and will continue to be consistently applied in the future. As of February 4, 2007, the amount of accrued interest and penalties included on the Condensed Consolidated Balance Sheets was $118 million.

The IRS is currently conducting a field examination of our 2002 – 2004 U.S. tax returns. The examination is scheduled to be completed in the third or fourth quarter of 2007. An examination of our 1999-2001 U.S. tax returns was completed in 2005. We are currently contesting two issues at the appellate level of the IRS. We anticipate that these matters may be resolved within the next 12 months. In the opinion of management, the ultimate disposition of the items noted above will not have a significant effect on our consolidated financial position, liquidity, or results of operations. Additionally, we have a case in the U.S. Tax Court. A decision on this case is not expected within the next 12 months. In connection with this case, we have extended the statute of limitations on our tax years after 1991.

As of August 18, 2007, there have been no material changes to the disclosures noted above.

RECENTLY ISSUED ACCOUNTING STANDARDS

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurement. SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 will become effective for the Company’s fiscal year beginning February 3, 2008. We are evaluating the effect the implementation of SFAS No. 157 will have on our Consolidated Financial Statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. SFAS No. 159 permits entities to make an irrevocable election to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis. Unrealized gains and losses on items for which the fair value option has been elected should be recognized into net earnings at each subsequent reporting date. SFAS No. 159 will be become effective for the Company’s fiscal year beginning February 3, 2008. We are currently evaluating the effect the adoption of SFAS No. 159 will have on our Consolidated Financial Statements.

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OUTLOOK

This discussion and analysis contains certain forward-looking statements about Kroger’s future performance. These statements are based on management’s assumptions and beliefs in light of the information currently available. Such statements relate to, among other things: projected changes in net earnings; identical sales growth; expected pension plan contributions; our ability to generate operating cash flow; projected capital expenditures; square footage growth; opportunities to reduce costs; cash flow requirements; and our operating plan for the future; and are indicated by words such as “comfortable,” “committed,” “will,” “expect,” “goal,” “should,” “intend,” “target,” “believe,” “anticipate,” “plan,” “striving,” and similar words or phrases. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially.

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. While we believe that the statements are accurate, uncertainties about the general economy, our labor relations, our ability to execute our plans on a timely basis and other uncertainties described below could cause actual results to differ materially.

We expect earnings per share in the range of $1.64-$1.67 for 2007. This represents earnings per share growth of approximately 12%-14% in 2007 from adjusted 2006 earnings of $1.47, which excludes the estimated effect of a 53^rd week in 2006 of approximately $0.07 per diluted share.
We expect identical food store sales growth, excluding fuel sales, of 4%-5% in 2007.
In 2007, we will continue to focus on increasing sales growth and balancing investments in gross margin and improved customer service with operating cost reductions to provide a better shopping experience for our customers. We expect operating margins, excluding fuel, to improve slightly in 2007.
We plan to use free cash flow to repurchase stock and pay cash dividends.
Capital expenditures reflect our strategy of growth through expansion and acquisition, as well as focusing on increasing productivity from our existing store base through remodels. In addition, we will continue our emphasis on self-development and ownership of real estate, logistics and technology improvements. The continued capital spending in technology is focused on improving store operations, logistics, manufacturing procurement, category management, merchandising and buying practices, and should reduce merchandising costs. We intend to continue using cash flow from operations to finance capital expenditure requirements. We expect capital investment for 2007 to be in the range of $1.9-$2.1 billion, excluding acquisitions. We expect total food store square footage to grow approximately 2% before acquisitions and operational closings.
Based on current operating trends, we believe that cash flow from operations and other sources of liquidity, including borrowings under our commercial paper program and bank credit facility, will be adequate to meet anticipated requirements for working capital, capital expenditures, and interest payments for the foreseeable future. We also believe we have adequate coverage of our debt covenants to continue to respond effectively to competitive conditions.
We expect that our OG&A results will be affected by increased costs, such as higher energy costs and credit card fees, as well as any future labor disputes, offset by improved productivity from process changes, cost savings negotiated in recently completed labor agreements and leverage gained through sales increases.
We expect that our effective tax rate for 2007 will be approximately 38%.
We expect rent expense, as a percent of total sales and excluding closed-store activity, will decrease due to the emphasis our current strategy places on ownership of real estate.
We believe that in 2007 there will be opportunities to reduce our operating costs in such areas as administration, labor, shrink, warehousing and transportation. These savings will be invested in our core business to drive profitable sales growth and offer improved value and enhanced shopping experiences for our customers.
Although we are not required to make cash contributions to Company-sponsored pension plans during 2007, we made a $50 million cash contribution to these plans on February 5, 2007. Additional voluntary contributions may be made if our cash flows from operations exceed our expectations. We expect any additional elective contributions made during 2007 will reduce our contributions in future years. Among other things, investment performance of plan assets, the interest rates required to be used to calculate pension obligations and future changes in legislation will determine the amounts of any additional contributions. In addition, we expect to make automatic and matching cash contributions to our 401(k) Retirement Savings Account Plan totaling $75 million in 2007.

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We expect our contributions to multi-employer pension plans to increase 1.0% during 2007 over the $204 million we contributed during 2006.

Various uncertainties and other factors could cause us to fail to achieve our goals. These include:

We have various labor agreements expiring in 2007 including agreements, covering associates in Cincinnati, Memphis, West Virginia and a warehouse in Central Ohio. In all of these contracts, rising health care and pension costs will continue to be an important issue in negotiations.
Our ability to achieve sales and earnings goals may be affected by: labor disputes; industry consolidation; pricing and promotional activities of existing and new competitors, including non-traditional competitors; our response to these actions; the state of the economy, including the inflationary and deflationary trends in certain commodities; stock repurchases; and the success of our future growth plans.
In addition to the factors identified above, our identical store sales growth could be affected by increases in Kroger private label sales, the effect of our “sister stores” (new stores opened in close proximity to an existing store) and reductions in retail pricing.
Our operating margins, without fuel, could fail to improve as expected or if we are unsuccessful at containing our operating costs.
We have estimated our exposure to the claims and litigation arising in the normal course of business, as well as in material litigation facing Kroger, and believe we have made adequate provisions for them where it is reasonably possible to estimate our exposure and where we believe an adverse outcome is probable. Unexpected outcomes in these matters, however, could result in an adverse effect on our earnings.
Consolidation in the food industry is likely to continue and the effects on our business, either favorable or unfavorable, cannot be foreseen.
Rent expense, which includes subtenant rental income, could be adversely affected by the state of the economy, increased store closure activity and future consolidation.
Depreciation expense, which includes the amortization of assets recorded under capital leases, is computed principally using the straight-line method over the estimated useful lives of individual assets, or the remaining terms of leases. Use of the straight-line method of depreciation creates a risk that future asset write-offs or potential impairment charges related to store closings would be larger than if an accelerated method of depreciation was followed.
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.
The grocery retail industry continues to experience fierce competition from other traditional food retailers, supercenters, mass merchandisers, club or warehouse stores, drug stores and restaurants. Our continued success is dependent upon our ability to compete in this industry and to reduce operating expenses, including managing health care and pension costs contained in our collective bargaining agreements. The competitive environment may cause us to reduce our prices in order to gain or maintain share of sales, thus reducing margins. While we believe our opportunities for sustained profitable growth are considerable, unanticipated actions of competitors could adversely affect our sales.
Changes in laws or regulations, including changes in accounting standards, taxation requirements and environmental laws may have a material effect on our financial statements.
Changes in the general business and economic conditions in our operating regions, including the rate of inflation, population growth and employment and job growth in the markets in which we operate, may affect our ability to hire and train qualified employees to operate our stores. This would negatively affect earnings and sales growth. General economic changes may also affect the shopping habits of our customers, which could affect sales and earnings.
Changes in our product mix may negatively affect certain financial indicators. For example, we continue to add supermarket fuel centers to our store base. Since gasoline generates low profit margins, including generating decreased margins as the market price increases, we expect to see our FIFO gross profit margins decline as gasoline sales increase. Although this negatively affects our FIFO gross margin, gasoline sales provide a positive effect on OG&A as a percent of sales.

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Our ability to integrate any companies we acquire or have acquired, and achieve operating improvements at those companies, will affect our operations.
Our capital expenditures, expected square footage growth, and number of store projects completed during the year could differ from our estimate if we are unsuccessful in acquiring suitable sites for new stores, if development costs vary from those budgeted or if our logistics and technology projects are not completed in the time frame expected or on budget.
Interest expense could be adversely affected by the interest rate environment, changes in the Company’s credit ratings, fluctuations in the amount of outstanding debt, decisions to incur prepayment penalties on the early redemption of debt and any factor that adversely affects our operations that results in an increase in debt.
Adverse weather conditions could increase the cost our suppliers charge for their products, or may decrease the customer demand for certain products. Additionally, increases in some costs, such as utility costs or raw material costs, could negatively affect financial ratios and earnings.
Although we presently operate only in the United States, civil unrest in foreign countries in which our suppliers do business may affect the prices we are charged for imported goods. If we are unable to pass on these increases to our customers, our FIFO gross margin and net earnings will suffer.
The actual amount of automatic and matching cash contributions to our 401(k) Retirement Savings Account Plan will depend on the savings rate, plan compensation, and length of service of participants.

We cannot fully foresee the effects of changes in economic conditions on Kroger’s business. We have assumed economic and competitive situations will not change significantly for 2007.

Other factors and assumptions not identified above could also cause actual results to differ materially from those set forth in our forward-looking statements. Accordingly, actual events and results may vary significantly from those included in, contemplated or implied by forward-looking statements made by us or our representatives.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in our exposure to market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk on our Form 10-K filed with the SEC on April 4, 2007.

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 18, 2007. Based on that evaluation, Kroger’s Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures were effective as of the end of the period covered by this report.

In connection with the evaluation described above, there was no change in Kroger’s internal control over financial reporting during the quarter ended August 18, 2007, that has materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made adequate provisions therefor. 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 evaluations or predictions could arise that could have a material adverse impact on the Company’s financial condition or results of operation.

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

(c)

ISSUER PURCHASES OF EQUITY SECURITIES

					Maximum
					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⁽³⁾
Period⁽¹⁾	Purchased	Share		or Programs⁽²⁾	(in millions)
First four weeks
May 27, 2007 to June 23, 2007	475,000	$	30.09	475,000	$	136
Second four weeks
June 24, 2007 to July 21, 2007	8,356,898	$	28.38	8,353,200	$	903
Third four weeks
July 22, 2007 to August 18, 2007	12,412,490	$	26.33	12,412,470	$	612
Total	21,244,388	$	27.22	21,240,670	$	612

(1)		The reported periods conform to the Company’s fiscal calendar composed of thirteen 28-day periods. The second quarter of 2007 contained three 28-day periods.

(2)		Shares were repurchased under (i) a $500 million stock repurchase program, authorized by the Board of Directors on May 4, 2006, and (ii) a $1 billion stock repurchase program, authorized by the Board of Directors on June 26, 2007, and (iii) a program announced on December 6, 1999, to repurchase common stock to reduce dilution resulting from our employee stock option plans which program is limited to proceeds received from exercises of stock options and the tax benefits associated therewith. The programs have no expiration date but may be terminated by the Board of Directors at any time. The $1 billion stock-repurchase program mentioned in clause (ii) replaced the $500 million stock repurchase program mentioned in clause (i) in the middle of the second quarter of 2007. Accordingly, the Company does not intend to make further purchases under the program referenced in clause (i). Total shares purchased include shares that were surrendered to the Company by participants in the Company’s long- term incentive plans to pay for taxes on restricted stock awards.

(3)		The amount shown in this column in the first four week period reflect amounts remaining under the $500 million stock repurchase program referenced in clause (i) of Note 2 above. Amounts shown in this column in the second and third four week periods reflect amounts remaining under the $1 billion stock repurchase program referenced in clause (ii) of Note 2 above. Amounts to be invested under the program utilizing option exercise proceeds are dependent upon option exercise activity.

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Item 4. Submission of Matters to a Vote of Security Holders.

(a)		June 28, 2007 – Annual Meeting

(c)		The shareholders elected twelve directors to serve until the annual meeting in 2008, or until their successors have been elected and qualified, and ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2007. The shareholders approved amendments to the Company’s Regulations adopting rules of conduct in connection with shareholder meetings and permitting shareholder meetings to be held outside of Cincinnati, Ohio; and approved the Kroger Cash Bonus Plan. The shareholders did not approve a shareholder proposal requesting that the Board of Directors assess and report to shareholders how the Company is responding to regulatory, competitive, and public pressure to address climate change.

To serve until 2008	For	Withheld
Reuben V. Anderson	604,330,598	17,097,244
John L. Clendenin	603,416,830	18,011,012
David B. Dillon	605,268,337	16,159,505
David B. Lewis	613,629,518	7,798,324
Don W. McGeorge	607,165,265	14,262,577
W. Rodney McMullen	607,165,964	14,261,878
Jorge P. Montoya	613,433,377	7,994,465
Clyde R. Moore	612,375,939	9,051,903
Susan M. Phillips	613,035,636	8,392,206
Steven R. Rogel	613,530,990	7,896,852
James A. Runde	613,380,557	8,047,285
Ronald L. Sargent	612,193,102	9,234,740

				Broker Non-
	For	Against	Abstain	Votes
PricewaterhouseCoopers LLP	606,896,623	9,462,990	5,068,229	—
Rules of Conduct for Shareholder Meetings;
Meetings Outside of Cincinnati	507,156,440	108,515,434	5,755,968	—
Approve the Kroger Cash Bonus Plan	546,103,830	23,827,332	5,743,023	45,753,657

				Broker Non-
	For	Against	Abstain	Votes
Shareholder proposal (assess and report on climate
change)	182,721,965	305,312,573	87,639,647	45,753,657

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Item 6. Exhibits.

EXHIBIT 3.1	-	Amended Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 20, 2006, filed with the SEC on June 29, 2006.

EXHIBIT 3.2	-	Regulations are hereby incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 26, 2007, filed with the SEC on July 3, 2007.

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 Commission upon request.

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

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

EXHIBIT 32.1	-	Section 1350 Certifications.

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

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SIGNATURES

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

		THE KROGER CO.

Dated:	September 27, 2007	By:	/s/ David B. Dillon
			David B. Dillon
			Chairman of the Board and Chief Executive Officer

Dated:	September 27, 2007	By:	/s/ J. Michael Schlotman
			J. Michael Schlotman
			Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit 3.1	-	Amended Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 20, 2006, filed with the SEC on June 29, 2006.

Exhibit 3.2	-	Regulations are hereby incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 26, 2007, filed with the SEC on July 3, 2007.

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 Commission upon request.

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

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

Exhibit 32.1	-	Section 1350 Certifications.

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

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