MERGER

4 Months Ended

May. 23, 2015

MERGER

MERGER

2.MERGER

On August 18, 2014, the Company closed its merger with Vitacost.com, Inc. (“Vitacost.com”) and there have not been any changes in the Company’s preliminary purchase price allocation in the first quarter of 2015.

Pro forma results of operations, assuming the transaction had taken place at the beginning of 2013, are included in the following table.  The pro forma information includes historical results of operations of Vitacost.com and adjustments for interest expense that would have been incurred due to financing the merger, depreciation and amortization of the assets acquired and excludes the pre-merger transaction related expenses incurred by Vitacost.com and the Company.  The pro forma information does not include efficiencies, cost reductions or synergies expected to result from the merger.  The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the merger been completed at the beginning of the 2013.

	First Quarter Ended May 24, 2014
Sales	$	33,092
Net earnings including noncontrolling interests	502
Net earnings attributable to noncontrolling interests	8
Net earnings attributable to The Kroger Co.	$	494