MERGER

4 Months Ended

May 21, 2016

MERGER

MERGER

2.MERGER

On December 18, 2015, the Company closed its merger with Roundy’s, Inc. (“Roundy’s”) and there have not been any changes in the Company’s preliminary purchase price allocation in the first quarter of 2016.

Pro forma results of operations, assuming the transaction had taken place at the beginning of 2014, are included in the following table.  The pro forma information includes historical results of operations of Roundy’s 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 Roundy’s and the Company.  The pro forma information does not include efficiencies, cost reductions, synergies or investments in our Customer 1st Strategy 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 2014.

	First Quarter Ended  May 23, 2015
Sales	$	34,336
Net earnings including noncontrolling interests	627
Net earnings attributable to noncontrolling interests	5
Net earnings attributable to The Kroger Co.	$	622