MERGER

6 Months Ended

Aug. 13, 2016

MERGER

MERGER

2.MERGER

On December 18, 2015, the Company closed its merger with Roundy’s, Inc. (“Roundy’s”).  In the second quarter of 2016, there was a purchase price allocation adjustment to reduce goodwill and other current liabilities by $8.

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.

	Second Quarter Ended August 15, 2015		Two Quarters Ended August 15, 2015
Sales	$	26,525	$	60,861
Net earnings including noncontrolling interests	432		1,059
Net earnings attributable to noncontrolling interests	—		5
Net earnings attributable to The Kroger Co.	$	432	$	1,054