US Market News
3時間前
Kroger Announces Agreement to Acquire Giant EagleJuly 1, 2026 7:00 AM
PR Newswire (US) CINCINNATI and PITTSBURGH, July 1, 2026 /PRNewswire/ -- The Kroger Co. (NYSE: KR) and Giant Eagle, Inc. ("Giant Eagle") today announced a definitive agreement under which Kroger will acquire Giant Eagle, a leading family-owned food and pharmacy retailer with approximately $9 billion in annual sales and 197 supermarkets and 11 standalone pharmacies across northern Ohio, western Pennsylvania, West Virginia, Maryland and Indiana. The transaction has been unanimously approved by Kroger's Board of Directors. With a purchase price of $1.65 billion, comprised of $1.25 billion in cash consideration and the assumption of approximately $400 million in outstanding liabilities, this transaction is consistent with Kroger's disciplined approach to capital allocation and its focus on acquisitions where the company can create clear value for customers, associates and shareholders.A strong strategic fit
"Giant Eagle is a well-run, high-quality regional grocer with a strong reputation for fresh products, pharmacy, private label and customer loyalty," said Greg Foran, Chief Executive Officer at Kroger. "We evaluated the opportunity carefully, and the strategic fit is clear. Giant Eagle expands our reach into attractive adjacent markets, allowing us to do what we do best: Run outstanding stores, deliver fresh foods and convenient meal solutions at affordable prices, and take care of our customers and associates every single day."Giant Eagle's established store base, loyalty program, pharmacy business and private label portfolio provide a strong foundation for growth. Together with Kroger's eCommerce solutions, data and personalization capabilities and operating discipline, we see significant opportunity to accelerate growth both in-store and online, enhance the customer experience and create long-term value for shareholders.The companies plan to build on Giant Eagle's long history of community engagement by bringing Kroger's Zero Hunger | Zero Waste impact plan to new communities."Today's announcement marks an exciting next chapter for our Team Members, customers, vendors and community partners," said Bill Artman, Chief Executive Officer at Giant Eagle. "Together with Kroger, we will be well-positioned to advance our strategy and deliver better quality and service, better everyday value, and a better shopping experience for our customers, while providing greater growth opportunities for our dedicated Team Members."Financial impact
Kroger will finance the transaction with cash. Following the close of the transaction, the company expects to maintain its net total debt to adjusted EBITDA ratio target range of 2.3 – 2.5x. As part of Kroger's commitment to shareholder returns, the company expects to maintain its dividend, subject to board approval, continue its previously announced $2 billion share repurchase program, and preserve financial flexibility to invest in its strategic priorities and core business.Kroger expects the transaction to be accretive to adjusted EPS per diluted share in the second full year after close, excluding one-time transaction and integration costs.Regulatory process
In connection with obtaining the requisite regulatory clearance necessary to consummate the transaction, Kroger and Giant Eagle expect to make limited Giant Eagle store divestitures.The transaction is expected to close in 2027, subject to receipt of required regulatory clearance and other customary closing conditions.Advisors
RBC Capital Markets is serving as exclusive financial advisor, and Jones Day is serving as legal counsel to Kroger.Wells Fargo is serving as exclusive financial advisor to Giant Eagle. WilmerHale is serving as the primary legal advisor and Troutman Pepper Locke is serving as local counsel on Giant Eagle's behalf.About Kroger
At The Kroger Co. (NYSE: KR), we are, across our family of companies more than 400,000 associates who serve over 11 million customers daily through an eCommerce and store experience under a variety of banner names, serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor relations site.About Giant Eagle
Giant Eagle, Inc., ranked among Forbes magazine's largest private corporations, is one of the nation's largest food retailers and distributors. Founded in 1931, Giant Eagle, Inc. has grown to be a leading food and pharmacy retailer in the region, with more than 200 stores throughout western Pennsylvania, north central Ohio, northern West Virginia, Maryland, and Indiana.This press release contains certain statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, about the proposed acquisition of Giant Eagle and the future performance of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "achieve," "committed," "continue," "drive," "expect," "focused," "future," "guidance," "may," "model," "opportunities," "strategy," "target," "trends," and variations of such words and similar phrases. Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as our ability to successfully complete the acquisition of Giant Eagle; and our ability to successfully integrate Giant Eagle into our business and risks inherent with the Giant Eagle acquisition in the achievement of expected results, including whether the acquisition will be accretive and within the expected timeframe.Kroger assumes no obligation to update the information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties. View original content to download multimedia:https://www.prnewswire.com/news-releases/kroger-announces-agreement-to-acquire-giant-eagle-302815747.htmlSOURCE The Kroger Co. Original: Kroger Announces Agreement to Acquire Giant Eagle
US Market News
1週前
Kroger Health, Hy-Vee and Ahold Delhaize USA to Convene Industry Leaders Advancing the Future of Health at Nourishing ChangeJune 23, 2026 9:00 AM
PR Newswire (US) Industry Leaders Gather in the Washington D.C. metro area in June 2027CINCINNATI, June 23, 2026 /PRNewswire/ -- Kroger Health, (NYSE: KR) Hy-Vee and Ahold Delhaize USA announced they are working together to elevate the Nourishing Change movement, advancing the future of health. Founded by Kroger Health, the initiative brings together leaders from across healthcare, retail, food, pharmacy, policy, technology, academia and community organizations. Ahold Delhaize USA, the parent company of omnichannel grocery brands Food Lion, Giant Food, The GIANT Company, Hannaford and Stop & Shop, will join Kroger Health and Hy-Vee as a host for the 2027 Nourishing Change Conference in Washington D.C. The announcement follows the 2026 Nourishing Change Conference co-hosted by Kroger Health and Hy-Vee in Des Moines, Iowa, which brought together more than 1,200 leaders and more than 60 emerging brands to explore solutions that help people live healthier lives. The event was another step forward in a growing movement to improve health through collaboration, innovation and action."Nourishing Change's ethos is that the challenges facing America's health system are too large for any one company to solve alone," said Colleen Lindholz, group vice president and president of Kroger Health. "When Kroger Health, Hy-Vee and Ahold Delhaize USA stand together, it sends a clear message that improving health outcomes is important to each of our companies.. Taking this movement to Washington D.C is a natural next step in showing what's possible when industry leaders unite around a common purpose."As chronic disease trends, GLP-1 adoption and growing interest in food and health continue to reshape American healthcare, the Nourishing Change movement reflects a shared belief that some of the greatest opportunities to improve health begin in the places people visit every day. Kroger Health, Hy-Vee and Ahold Delhaize USA are working to shape the future of health by advancing ideas, relationships and solutions needed to help communities thrive."Improving access to affordable, nutritious food and supporting healthier communities is at the heart of what we do," said Marc Stolzman, Chief Sustainability Officer, Ahold Delhaize USA. "Through a family of local brands, we see every day the important role retailers play in improving access and supporting the communities they serve. As a host of Nourishing Change 2027, we're proud to help bring this conversation forward to Washington, D.C., where leaders across sectors can come together to advance practical solutions that make a difference for customers and communities.""Hosting Nourishing Change this year gave us a firsthand look at what happens when people and industries come together around a common goal," said Aaron Wiese, President, Hy-Vee, Inc. "The conversations recently in Des Moines were thoughtful, practical and focused on real challenges facing communities today. This conference shows that when leaders from various backgrounds come together, we have an opportunity for lasting change across health and wellness."The Nourishing Change Steering Committee, a coalition of retail and healthcare leaders, supports this announcement and works year-round to advance collaborative solutions across food, pharmacy, prevention, workforce development and health system transformation.Founded by Kroger Health in 2024, Nourishing Change was created to elevate new thinking around nutrition, prevention, retail health, and community well-being. Since then, it has grown into a national forum. Additional details regarding the 2027 Nourishing Change Conference and opportunities to engage with the movement will be announced in the coming months. To learn more, visit nourishingchange.com.About Kroger Health
Kroger Health, the healthcare division of The Kroger Co., is one of America's leading retail healthcare organizations. Kroger Health and the Kroger Family of Pharmacies operate more than 2,200 pharmacies in 35 states, serving more than 17 million patients annually. The Little Clinic offers telehealth services in nine states and operates more than 220 in-person clinics in eight states. Our team of healthcare practitioners, including pharmacists, nurse practitioners, dietitians and technicians, believe in practicing at the top of our licenses, enabling food for health to help prevent disease before it starts, and helping people live healthier lives. For more information, visit https://www.kroger.com/health.About Hy-Vee
Hy-Vee, Inc. is an employee-owned corporation operating more than 560 business units across nine Midwestern states with sales of more than $14 billion annually. The supermarket chain is synonymous with quality, variety, convenience, healthy lifestyles, culinary expertise and superior customer service. Hy-Vee was recently named one of the top grocery stores in America by USA TODAY. The company's more than 70,000 employees provide "A Helpful Smile in Every Aisle" to customers every day. For additional information, visit www.hy-vee.com.About Ahold Delhaize USA
Ahold Delhaize USA, a division of international food retailer Ahold Delhaize, is part of the U.S. family of brands, which also includes five leading omnichannel grocery brands: Food Lion, The GIANT Company, Giant Food, Hannaford and Stop & Shop. When considered together, the companies of Ahold Delhaize USA comprise the largest grocery retail group on the East Coast and the fourth largest in the nation, serving 26 million omnichannel customers each week. Ahold Delhaize USA was recently recognized as a Top Employer in the U.S. by the Top Employers Institute for the second consecutive year, underscoring the company's commitment to cultivating an exceptional, people centered workplace. For more information, visit www.adusa.com. View original content to download multimedia:https://www.prnewswire.com/news-releases/kroger-health-hy-vee-and-ahold-delhaize-usa-to-convene-industry-leaders-advancing-the-future-of-health-at-nourishing-change-302807311.htmlSOURCE The Kroger Co. Original: Kroger Health, Hy-Vee and Ahold Delhaize USA to Convene Industry Leaders Advancing the Future of Health at Nourishing Change
US Market News
2週前
Kroger Reports First Quarter 2026 ResultsJune 18, 2026 6:45 AM
PR Newswire (US) First Quarter Highlights Identical Sales without fuel increased 1.0%1Operating Profit of $1,407 million; EPS of $1.46Adjusted FIFO Operating Profit of $1,544 million and Adjusted EPS of $1.58Adjusted eCommerce sales grew +19%2; Kroger Precision Marketing profit grew over 20%CINCINNATI, June 18, 2026 /PRNewswire/ -- The Kroger Co. (NYSE: KR) today reported its first quarter 2026 results, maintained 2026 guidance, and shared progress on key priorities. ______________________________1 Excludes adjustment items. See table 4.2 Adjusted eCommerce sales exclude the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost, and the discontinuation of Ship Marketplace.Comments from CEO Greg Foran "I joined Kroger because I believe it represents the best opportunity in retail. We serve millions of families every day, in our stores and online. We have the right stores in the right places, unmatched customer insights, and the ability to win. Our focus is clear: to become America's best grocer. We will measure ourselves against that every day.We are pleased with our first quarter results, but we know there is more work to do. That is why we are building a culture that is never satisfied, with a constant focus on serving our customers better."First Quarter Financial Results
1Q26($ in millions; except EPS)1Q25 ($ in millions; except EPS)ID Sales(1) (Table 4)1.0 %3.2 %Earnings Per Share$1.46$1.29Adjusted EPS (Table 6)$1.58$1.49Operating Profit$1,407$1,322Adjusted FIFO Operating Profit
(Table 7)$1,544$1,518Gross Margin (Table 8)22.7 %23.0 %FIFO Gross Margin Rate(2) Decreased 9 basis pointsOG&A Rate(3)Increased 16 basis points(1) Without fuel and adjustment items, if applicable, and includes an unfavorable 130 basis point impact from the Inflation Reduction Act.(2) Without rent, depreciation and amortization, fuel and adjustment items, if applicable.(3) Without fuel and adjustment items, if applicable.Total company sales were $46.1 billion in the first quarter compared to $45.1 billion for the same period last year. Excluding fuel and Vitacost, sales increased 0.5% compared to the same period last year.Gross margin was 22.7% of sales for the first quarter compared to 23.0% for the same period last year. The decrease in rate was primarily driven by the mix impact of higher fuel sales, higher transportation costs, egg deflation, and planned price investments. These pressures were partially offset by favorable pharmacy mix, improved eCommerce profitability, sourcing benefits, and lower depreciation.The FIFO gross margin rate, excluding rent, depreciation and amortization, fuel, and adjustment items decreased 9 basis points compared to the same period last year. The decrease in rate was primarily driven by the impacts from higher transportation costs, egg deflation, and planned price investments. These pressures were partially offset by favorable pharmacy mix, improved eCommerce profitability, and sourcing benefits.The LIFO charge for the quarter was $52 million, compared to a LIFO charge of $40 million for the same period last year.The Operating, General and Administrative rate, excluding fuel and adjustment items, increased 16 basis points compared to the same period last year. The increase in rate was primarily attributable to planned investments in associate wages and hours to enhance the customer experience, partially offset by lapping higher multi-employer pension contributions from the prior year and ongoing productivity initiatives.Capital AllocationKroger expects to continue to generate strong free cash flow and remains committed to investing in the business to drive long-term sustainable net earnings growth, as well as maintaining its current investment grade debt rating. The Company expects to continue to pay its quarterly dividend and expects this to increase over time, subject to board approval.In December 2025, Kroger's Board of Directors approved an additional $2 billion share repurchase authorization. Kroger expects to complete these repurchases by the end of fiscal 2026.Kroger's net total debt to adjusted EBITDA ratio is 1.75, compared to 1.69 a year ago (Table 5). The company's net total debt to adjusted EBITDA ratio target range is 2.30 to 2.50. Kroger's strong balance sheet provides ample opportunities for the Company to invest in the business and enhance shareholder value.Full-Year 2026 Guidance*
ReaffirmedAdjusted Metric*FY26 Guidance Identical Sales without fuel** 1.0% - 2.0%FIFO Operating Profit$5.0 - $5.2 billionEPS$5.10 - $5.30Free Cash Flow$2.7 - $2.9 billion Cap Ex$3.8 - $4.0 billionTax Rate***23 %* Without adjusted items, if applicable. Kroger is unable to provide a full reconciliation of the GAAP and non-GAAP measures used in 2026 guidance without unreasonable effort because it is not possible to predict certain of our adjustment items with a reasonable degree of certainty. This information is dependent upon future events and may be outside of our control and its unavailability could have a significant impact on 2026 GAAP financial results. ** Includes approximately 130 basis points unfavorable impact from the Inflation Reduction Act.*** The adjusted tax rate reflects typical tax adjustments and does not reflect changes to the rate from the completion of income tax audit examinations and changes in tax laws and policies, which cannot be predicted.About Kroger
The Kroger Co. (NYSE: KR) is one of America's largest retailers, serving more than 11 million customers daily through a digital shopping experience and retail food stores under a variety of banner names. With more than 400,000 associates across our family of companies, Kroger is committed to providing America with affordable, great-tasting food and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor relations site.Kroger's first quarter 2026 ended on May 23, 2026. Note: Fuel sales have historically had a low gross margin rate and operating expense rate as compared to corresponding rates on non-fuel sales. As a result, Kroger discusses the changes in these rates excluding the effect of fuel.Please refer to the supplemental information presented in the tables for reconciliations of the non-GAAP financial measures used in this press release to the most comparable GAAP financial measure and related disclosure. As noted above, Kroger is unable to provide a full reconciliation of the GAAP and non-GAAP measures used in its guidance without unreasonable effort because it is not possible to predict certain of our adjustment items with a reasonable degree of certainty. This information is dependent upon future events and may be outside of our control and its unavailability could have a significant impact on GAAP financial results.This press release contains certain statements that constitute "forward-looking statements" about Kroger's financial position and the future performance of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "achieve," "committed," "continue," "drive," "expect," "focused," "future," "guidance," "may," "model," "opportunities," "strategy," "target," "trends," and variations of such words and similar phrases. Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following:Kroger's ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; Kroger's response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs related to Kroger's logistics operations; trends in consumer spending; the extent to which Kroger's customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; stock repurchases; changes in the regulatory environment in which Kroger operates, along with changes in federal policy and at state and federal regulatory agencies; Kroger's ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger's ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger's future growth plans; the ability to execute our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through our strategic pillars of fresh, our brands, personalization, and eCommerce; the outcome of litigation matters, including those relating to the terminated transaction with Albertsons; and the risks relating to or arising from our opioid litigation settlements, including the risk of litigation relating to persons, entities, or jurisdictions that do not participate in those settlements. Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.Kroger's adjusted effective tax rate may differ from the expected rate due to changes in tax laws and policies, the status of pending items with various taxing authorities, and the deductibility of certain expenses.Kroger assumes no obligation to update the information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.Note: Kroger's quarterly conference call with investors will broadcast live at 8 a.m. (ET) on June 18, 2026 at ir.kroger.com. An on-demand replay of the webcast will be available at approximately 1 p.m. (ET) on Thursday, June 18, 2026.1st Quarter 2026 Tables Include:Consolidated Statements of OperationsConsolidated Balance SheetsConsolidated Statements of Cash FlowsSupplemental Sales InformationReconciliation of Net Total Debt and Net Earnings Attributable to The Kroger Co. to Adjusted EBITDANet Earnings Per Diluted Share Excluding the Adjustment ItemsOperating Profit Excluding the Adjustment ItemsGross MarginTable 1.THE KROGER CO.CONSOLIDATED STATEMENTS OF OPERATIONS(in millions, except per share amounts)(unaudited)
FIRST QUARTER
2026
2025
SALES
$ 46,121
100.0 %
$ 45,118
100.0 %
OPERATING EXPENSES
MERCHANDISE COSTS, INCLUDING ADVERTISING,
WAREHOUSING AND TRANSPORTATION (a),
AND LIFO CHARGE (b)
35,493
77.0
34,551
76.6
OPERATING, GENERAL AND ADMINISTRATIVE (a)
7,963
17.3
7,923
17.6
RENT
269
0.6
271
0.6
DEPRECIATION AND AMORTIZATION
989
2.1
1,051
2.3
OPERATING PROFIT
1,407
3.1
1,322
2.9
OTHER INCOME (EXPENSE)
NET INTEREST EXPENSE
(209)
(0.5)
(199)
(0.5)
NON-SERVICE COMPONENT OF COMPANY-SPONSORED
PENSION PLAN EXPENSE
(7)
-
(1)
-
LOSS ON INVESTMENTS
(14)
-
(19)
-
NET EARNINGS BEFORE INCOME TAX EXPENSE
1,177
2.6
1,103
2.4
INCOME TAX EXPENSE
273
0.6
235
0.5
NET EARNINGS INCLUDING NONCONTROLLING INTERESTS
904
2.0
868
1.9
NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
1
-
2
-
NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.
$ 903
2.0 %
$ 866
1.9 %
NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.
PER BASIC COMMON SHARE
$ 1.46
$ 1.30
AVERAGE NUMBER OF COMMON SHARES USED IN
BASIC CALCULATION
613
660
NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.
PER DILUTED COMMON SHARE
$ 1.46
$ 1.29
AVERAGE NUMBER OF COMMON SHARES USED IN
DILUTED CALCULATION
615
664
DIVIDENDS DECLARED PER COMMON SHARE
$ 0.35
$ 0.32
Note:Certain percentages may not sum due to rounding.
Note:The Company defines First-In First-Out (FIFO) gross profit as sales minus merchandise costs, including advertising, warehousing and
transportation, but excluding the Last-In First-Out (LIFO) charge, rent and depreciation and amortization.
The Company defines FIFO gross margin as FIFO gross profit divided by sales.
The Company defines FIFO operating profit as operating profit excluding the LIFO charge.
The Company defines FIFO operating margin as FIFO operating profit divided by sales.
The above FIFO financial metrics are important measures used by management to evaluate operational effectiveness. Management believes
these FIFO financial metrics are useful to investors and analysts because they measure our day-to-day operational effectiveness.
(a)Merchandise costs ("COGS") and operating, general and administrative expenses ("OG&A") exclude depreciation and amortization expense
and rent expense which are included in separate expense lines.
(b)LIFO charges of $52 and $40 were recorded in the first quarters of 2026 and 2025, respectively. Table 2.THE KROGER CO.CONSOLIDATED BALANCE SHEETS(in millions)(unaudited)
May 23,
May 24,
2026
2025
ASSETS
Current Assets
Cash
$ 218
$ 340
Temporary cash investments
2,655
4,398
Store deposits in-transit
1,225
1,179
Receivables
2,101
2,131
Inventories
7,278
7,020
Prepaid and other current assets
729
697
Total current assets
14,206
15,765
Property, plant and equipment, net
24,767
25,829
Operating lease assets
6,769
6,840
Intangibles, net
851
836
Goodwill
2,624
2,674
Other assets
1,075
1,304
Total Assets
$ 50,292
$ 53,248
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities
Current portion of long-term debt including obligations
under finance leases
$ 1,264
$ 807
Current portion of operating lease liabilities
668
668
Accounts payable
11,278
10,562
Accrued salaries and wages
1,183
1,209
Other current liabilities
3,577
3,379
Total current liabilities
17,970
16,625
Long-term debt including obligations under finance leases15,731
17,138
Noncurrent operating lease liabilities
6,529
6,595
Deferred income taxes
1,143
1,401
Pension and postretirement benefit obligations
414
381
Other long-term liabilities
2,027
2,200
Total Liabilities
43,814
44,340
Shareowners' equity
6,478
8,908
Total Liabilities and Shareowners' Equity
$ 50,292
$ 53,248
Total common shares outstanding at end of period
613
661
Total diluted shares year-to-date
615
664
Table 3.THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions)(unaudited)
YEAR-TO-DATE
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including noncontrolling interests
$ 904
$ 868
Adjustments to reconcile net earnings including noncontrolling
interests to net cash provided by operating activities:
Depreciation and amortization
989
1,051
Asset impairment and store closure charges
19
108
Operating lease asset amortization
179
184
LIFO charge
52
40
Share-based employee compensation
57
38
Deferred income taxes
51
(16)
Loss on investments
14
19
Other
(4)
(37)
Changes in operating assets and liabilities:
Store deposits in-transit
19
133
Receivables
(74)
47
Inventories
(418)
(23)
Prepaid and other current assets
(93)
(52)
Accounts payable
563
288
Accrued expenses
(319)
(243)
Income taxes receivable and payable
183
41
Operating lease liabilities
(209)
(134)
Other
(139)
(163)
Net cash provided by operating activities
1,774
2,149
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property and equipment, including payments for lease buyouts
(1,293)
(1,044)
Other
38
5
Net cash used by investing activities
(1,255)
(1,039)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt including obligations under finance leases
(559)
(52)
Dividends paid
(215)
(211)
Proceeds from issuance of capital stock
30
145
Treasury stock purchases
(213)
(181)
Other
(23)
(32)
Net cash used by financing activities
(980)
(331)
NET (DECREASE) INCREASE IN CASH AND TEMPORARY
CASH INVESTMENTS
(461)
779
CASH AND TEMPORARY CASH INVESTMENTS:
BEGINNING OF YEAR
3,334
3,959
END OF YEAR
$ 2,873
$ 4,738
Reconciliation of capital investments:
Payments for property and equipment, including payments for lease buyouts
$ (1,293)
$ (1,044)
Payments for lease buyouts
30
11
Changes in construction-in-progress payables
(187)
(150)
Total capital investments, excluding lease buyouts
$ (1,450)
$ (1,183)
Disclosure of cash flow information:
Cash paid during the year for net interest
$ 263
$ 269
Cash paid during the year for income taxes
$ 39
$ 203
Table 4. Supplemental Sales Information(in millions, except percentages)(unaudited)
Items identified below should not be considered as alternatives to sales or any other GAAP measure of performance. Identical sales is
an industry-specific measure, and it is important to review it in conjunction with Kroger's financial results reported in accordance with
GAAP. Other companies in our industry may calculate identical sales differently than Kroger does, limiting the comparability of the
measure.
Kroger defines identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket
locations, jewelry and ship-to-home solutions. Kroger defines a supermarket as identical when it has been in operation without
expansion or relocation for five full quarters. We include Kroger Delivery sales as identical if the delivery occurs in an existing Kroger
Supermarket geography or when the location has been in operation for five full quarters.
IDENTICAL SALES
EXCLUDING ADJUSTMENT ITEMS
FIRST QUARTER (a)
FIRST QUARTER
2026
2025
2026
2025
EXCLUDING FUEL
$ 39,802
$ 39,417
$ 40,136
$ 39,675
EXCLUDING FUEL
1.0 %
3.2 %
1.2 %
3.0 %
(a)Identical sales, excluding fuel, were adjusted to exclude stores involved in the labor disputes in Colorado in the first quarter of 2025.
Identical sales, excluding fuel, were excluded for the first four weeks of the first quarters of 2026 and 2025 for stores involved in this
labor dispute.
Table 5. Reconciliation of Net Total Debt andNet Earnings Attributable to The Kroger Co. to Adjusted EBITDA(in millions, except for ratio)(unaudited)
The items identified below should not be considered an alternative to any GAAP measure of performance or access
to liquidity. Net total debt to adjusted EBITDA is an important measure used by management to evaluate the
Company's access to liquidity. The items below should be reviewed in conjunction with Kroger's financial results
reported in accordance with GAAP.
The following table provides a reconciliation of net total debt.
May 23,
May 24,
2026
2025
Change
Current portion of long-term debt including obligations
under finance leases
$ 1,264
$ 807
$ 457Long-term debt including obligations under finance leases
15,731
17,138
(1,407)
Total debt
16,995
17,945
(950)
Less: Temporary cash investments
2,655
4,398
(1,743)
Net total debt
$ 14,340
$ 13,547
$ 793
The following table provides a reconciliation from net earnings attributable to The Kroger Co. to adjusted EBITDA, as
defined in the Company's credit agreement, on a rolling four quarter basis.
ROLLING FOUR QUARTERS ENDED
May 23,
May 24,
2026
2025
Net earnings attributable to The Kroger Co.
$ 1,053
$ 2,584LIFO charge
169
94Depreciation and amortization
3,270
3,319Net interest expense
649
526Income tax expense
214
670Adjustment for loss on investments
36
183Adjustment for severance charge and related benefits
48
32Adjustment for impairment of intangible assets
50
30Adjustment for labor dispute charges
-
44Adjustment for store closures
-
100Adjustment for executive stock compensation for a former executive
-
(21)Adjustment for merger-related costs (a)
-
509Adjustment for merger-related litigation and settlement charges
171
15Adjustment for property losses
-
25Adjustment for opioid settlement charges and vendor reserves
(28)
(5)Adjustment for gain on sale of Kroger Specialty Pharmacy
-
(79)Adjustment for fulfillment network impairment and related charges
2,497
-Adjustment for transformation costs (b)
62
-Other
(8)
(11)
Adjusted EBITDA
$ 8,183
$ 8,015
Net total debt to adjusted EBITDA ratio
1.75
1.69
(a) Merger-related costs primarily include third-party professional fees and credit facility fees associated with the
terminated merger with Albertsons Companies, Inc.(b) Transformation costs primarily include costs related to third-party professional consulting fees associated with
business transformation and cost saving initiatives. Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items(in millions, except per share amounts)(unaudited)
The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on net earnings per diluted
common share for certain items described below. Adjusted net earnings and adjusted net earnings per diluted share are useful metrics to investors and
analysts because they present more accurately year-over-year comparisons for net earnings and net earnings per diluted share because adjusted items are
not the result of normal operations. Items identified in this table should not be considered alternatives to net earnings attributable to The Kroger Co. or any
other GAAP measure of performance. These items should not be reviewed in isolation or considered substitutes for the Company's financial results as
reported in accordance with GAAP. Due to the nature of these items, as further described below, it is important to identify these items and to review them in
conjunction with the Company's financial results reported in accordance with GAAP.
The following table summarizes items that affected the Company's financial results during the periods presented.
FIRST QUARTER
2026
2025
Net earnings attributable to The Kroger Co.
$ 903
$ 866
Adjustment for loss on investments (a)(b)
10
15
Adjustment for labor dispute charges (a)(c)
-
33
Adjustment for store closures (a)(d)
-
77
Adjustment for executive stock compensation for a former executive (a)(e)
-
(16)
Adjustment for merger-related litigation costs (a)(f)
19
11
Adjustment for opioid settlement charges and vendor reserves (a)(g)
-
17
Adjustment for transformation costs (a)(h)
48
-
Executive stock compensation for a former executive income tax adjustment
-
(7)
2026 and 2025 Adjustment Items
77
130
Net earnings attributable to The Kroger Co.
excluding the adjustment items above
$ 980
$ 996
Net earnings attributable to The Kroger Co.
per diluted common share
$ 1.46
$ 1.29
Adjustment for loss on investments (i)
0.01
0.02
Adjustment for labor dispute charges (i)
-
0.05
Adjustment for store closures (i)
-
0.12
Adjustment for executive stock compensation for a former executive (i)
-
(0.03)
Adjustment for merger-related litigation costs (i)
0.03
0.02
Adjustment for opioid settlement charges and vendor reserves (i)
-
0.03
Adjustment for transformation costs (i)
0.08
-
Executive stock compensation for a former executive income tax adjustment (i)
-
(0.01)
2026 and 2025 Adjustment Items
0.12
0.20
Net earnings attributable to The Kroger Co. per
diluted common share excluding the adjustment items above
$ 1.58
$ 1.49
Average number of common shares used in
diluted calculation
615
664 Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items (continued)(in millions, except per share amounts)(unaudited)
(a)The amounts presented represent the after-tax effect of each adjustment.
(b) The pre-tax adjustments for loss on investments were $14 and $19 in the first quarters of 2026 and 2025, respectively.
(c)The pre-tax adjustments to Sales, COGS and OG&A expenses for labor dispute charges were $44.
(d)The pre-tax adjustment to OG&A expenses for store closures was $100.
(e)The pre-tax adjustment to OG&A expenses for executive stock compensation for a former executive was $(21).
(f)The pre-tax adjustments to OG&A expenses for merger-related litigation costs were $25 and $15 in the first quarters of 2026 and 2025.
(g)The pre-tax adjustment to OG&A expenses for opioid settlement charges and vendor reserves was $22.
(h)The pre-tax adjustment to OG&A expenses for transformation costs was $62. Transformation costs primarily include costs related to third
party professional consulting fees associated with business transformation and cost saving initiatives.
(i)The amounts presented represent the net earnings (loss) per diluted common share effect of each adjustment.
Note:2026 First Quarter Adjustment Items include adjustments for the loss on investments, merger-related litigation costs and transformation costs.
2025 First Quarter Adjustment Items include adjustments for the loss on investments, labor dispute charges, store closures, executive stock
compensation for a former executive, merger-related litigation costs, opioid settlement charges and vendor reserves and executive stock
compensation for a former executive income tax. Table 7. Operating Profit Excluding the Adjustment Items(in millions)(unaudited)
The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on operating profit for certain
items described below. Adjusted FIFO operating profit is a useful metric to investors and analysts because it presents more accurately year-over-year
comparisons for operating profit because adjusted items are not the result of normal operations. Items identified in this table should not be considered
alternatives to operating profit or any other GAAP measure of performance. These items should not be reviewed in isolation or considered substitutes for the
Company's financial results as reported in accordance with GAAP. Due to the nature of these items, as further described below, it is important to identify these
items and to review them in conjunction with the Company's financial results reported in accordance with GAAP.
The following table summarizes items that affected the Company's financial results during the periods presented.
FIRST QUARTER
2026
2025
Operating profit
$ 1,407
$ 1,322
LIFO charge
52
40
FIFO operating profit
1,459
1,362
Adjustment for labor dispute charges
-
44
Adjustment for store closures
-
100
Adjustment for executive stock compensation for a former executive
-
(21)
Adjustment for merger-related litigation costs
25
15
Adjustment for opioid settlement charges and vendor reserves
-
22
Adjustment for transformation costs (a)
62
-
Other
(2)
(4)
2026 and 2025 Adjustment items
85
156
Adjusted FIFO operating profit
excluding the adjustment items above
$ 1,544
$ 1,518
(a)Transformation costs primarily include costs related to third-party professional consulting fees associated with business transformation and cost saving
initiatives. Table 8. Gross Margin(in millions, except percentages)(unaudited)
In the Consolidated Statements of Operations within Table 1, the Company separately presents rent and depreciation and amortization to evaluate operational
effectiveness. The table below calculates gross margin in accordance with Generally Accepted Accounting Principles ("GAAP") by including a portion of rent
and depreciation and amortization related to the Company's manufacturing and warehousing and transportation activities.
The following table provides the calculation of gross profit and gross margin in accordance with GAAP.
FIRST QUARTER
2026
2025
Sales
$ 46,121
$ 45,118
Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding
rent and depreciation and amortization
35,493
34,551
Rent
16
18
Depreciation and amortization
139
193
Gross profit
$ 10,473
$ 10,356
Gross margin
22.7 %
23.0 % View original content to download multimedia:https://www.prnewswire.com/news-releases/kroger-reports-first-quarter-2026-results-302803788.htmlSOURCE The Kroger Co. Original: Kroger Reports First Quarter 2026 Results
US Market News
4月前
Kroger Reports Fourth Quarter and Full-Year 2025 Results andAnnounces Guidance for 2026March 5, 2026 6:45 AM
PR Newswire (US)
Fourth Quarter HighlightsIdentical Sales without fuel increased 2.4%Operating Profit of $1,246 million; EPS of $1.35Adjusted FIFO Operating Profit of $1,206 million and Adjusted EPS of $1.28Adjusted eCommerce sales1 increased 20%Fiscal 2025 HighlightsIdentical Sales without fuel2 increased 2.9%Operating Profit of $1.9 billion; EPS of $1.54Includes $2.5 billion in previously announced impairment and related charges ($2.91 loss per diluted share) for the automated fulfillment networkAdjusted FIFO Operating Profit of $4.9 billion and Adjusted EPS of $4.85Delivered more than $16 billion in eCommerce salesCompleted eCommerce strategic review, which is expected to deliver $400 million in eCommerce operating profit improvement in 2026, and establish a path to eCommerce profitabilityDelivered $1.5B in Operating Profit from Alternative Profit BusinessesAchieved strong Adjusted Free Cash FlowCompleted a $7.5 billion share repurchase authorization, including a $5 billion accelerated share repurchase program and $2.5 billion in open market transactions; Board of Directors approved an additional $2 billion share repurchase authorizationAppointed Greg Foran as Chief Executive OfficerCINCINNATI, March 5, 2026 /PRNewswire/ -- The Kroger Co. (NYSE: KR) today reported its fourth quarter and fiscal year 2025 results, provided 2026 guidance, and shared progress on key priorities.
______________________________1Adjusted eCommerce sales exclude the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost, and the discontinuation of Ship Marketplace.2Excludes adjustment itemsComments from CEO Greg Foran"Kroger delivered a strong finish to the year, with improving market share trends and solid sales growth that reflect meaningful progress strengthening the business.We have the right foundation in place, and I'm focused on making it even stronger by delivering more value to customers, improving the customer experience in stores and online, and driving cost savings and productivity to fund our growth."Fourth Quarter Financial Results
4Q25 ($ in millions; except EPS) 4Q24 ($ in millions; except EPS) ID Sales(1) (Table 4)2.4 %2.4 %Earnings Per Share$1.35$0.90Adjusted EPS (Table 6)$1.28$1.14Operating Profit$1,246$912Adjusted FIFO Operating Profit
(Table 7)$1,206$1,174Gross Margin (Table 9)23.1 %22.7 %FIFO Gross Margin Rate(2)No change OG&A Rate(3)Increased 21 basis points (1)Without fuel and adjustment items, if applicable, and includes an unfavorable 38 basis point impact from the Inflation Reduction Act.(2)Without rent, depreciation and amortization, fuel and adjustment items, if applicable.(3)Without fuel and adjustment items, if applicable. Total company sales were $34.7 billion in the fourth quarter compared to $34.3 billion for the same period last year. Excluding fuel, sales increased 2.1% compared to the same period last year.Gross margin was 23.1% of sales for the fourth quarter compared to 22.7% for the same period last year. The result was primarily attributable to sourcing improvements, lower supply chain costs, better fuel margins, decreased depreciation, and lower shrink, partially offset by price investments and the mix effect from growth in pharmacy sales, which has lower margins.The FIFO gross margin rate, excluding rent, depreciation and amortization, and fuel, was flat compared to the same period last year. The result was primarily attributable to sourcing improvements, lower supply chain costs, and lower shrink offset by price investments and the mix effect from growth in pharmacy sales, which has lower margins.The LIFO charge for the quarter was $11 million, compared to a LIFO charge of $30 million for the same period last year.The Operating, General and Administrative rate, excluding fuel and adjustment items, increased 21 basis points compared to the same period last year. The increase in rate was primarily attributable to cycling real estate gains from a year ago and labor investments to improve the customer experience, partially offset by lower incentive plan costs and improved productivity. Fiscal 2025 Financial Results
2025 ($ in billions; except EPS) 2024 ($ in billions; except EPS) ID Sales(1) (Table 4)2.9 %1.5 %Earnings Per Share(2)$1.54$3.67Adjusted EPS (Table 6)$4.85$4.47Operating Profit(2)$1.9$3.8Adjusted FIFO Operating Profit
(Table 7)$4.9$4.7Gross Margin (Table 9)22.9 %22.3 %FIFO Gross Margin Rate(3)Increased 44 basis points (including 30 basis points increase from the sale of Kroger Specialty Pharmacy)OG&A Rate(4)Increased 29 basis points (including 22 basis points increase from the sale of Kroger Specialty Pharmacy)(1)Without fuel and adjustment items, if applicable, and includes an unfavorable 9 basis point impact from the Inflation Reduction Act.(2)Includes $2.5 billion in previously announced impairment and related charges ($2.91 loss per diluted share) for the automated fulfillment network in 2025.(3)Without rent, depreciation and amortization, fuel and adjustment items, if applicable.(4)Without fuel and adjustment items, if applicable.Total company sales were $147.6 billion in 2025 compared to $147.1 billion in 2024, which included $2.0 billion from Kroger Specialty Pharmacy sales. Excluding fuel and Kroger Specialty Pharmacy in both periods, sales increased 3.0% compared to last year.Gross margin was 22.9% of sales for 2025 compared to 22.3% last year. The improvement in rate was primarily attributable to the sale of Kroger Specialty Pharmacy, sourcing improvements, lower fuel sales, lower shrink, and lower supply chain costs partially offset by the mix effect from growth in pharmacy sales, which has lower margins, and price investments.The FIFO gross margin rate, excluding rent, depreciation and amortization, fuel, and adjustment items, increased 44 basis points compared to last year. The improvement in rate was primarily attributable to the sale of Kroger Specialty Pharmacy, sourcing improvements, lower shrink, and lower supply chain costs partially offset by the mix effect from growth in pharmacy sales, which has lower margins, and price investments.The LIFO charge for 2025 was $157 million, compared to a LIFO charge of $95 million last year.The Operating, General and Administrative rate, excluding fuel and adjustment items, increased 29 basis points compared to last year. The increase in rate was primarily attributable to the sale of Kroger Specialty Pharmacy, partially offset by improved productivity.Capital Allocation StrategyKroger expects to continue to generate strong free cash flow and remains committed to investing in the business to drive long-term sustainable net earnings growth, as well as maintaining its current investment grade debt rating. The Company expects to continue to pay its quarterly dividend and expects this to increase over time, subject to board approval.As part of its previously announced $7.5 billion share repurchase authorization, Kroger executed a $5 billion accelerated share repurchase program and subsequently completed repurchases of the remaining authorization through open market share transactions by the end of fiscal 2025.In December 2025, Kroger's Board of Directors approved an additional $2 billion share repurchase authorization. Kroger expects to complete these repurchases by the end of Fiscal 2026.Kroger's net total debt to adjusted EBITDA ratio is 1.76, compared to 1.79 a year ago (Table 5). The company's net total debt to adjusted EBITDA ratio target range is 2.30 to 2.50. Kroger's strong balance sheet provides ample opportunities for the Company to invest in the business and enhance shareholder value.Full-Year 2026 Guidance* Adjusted Metric*FY2026 Guidance Identical Sales
without fuel** 1.0% - 2.0%FIFO Operating Profit $5.0 - $5.2 billion EPS$5.10 - $5.30Free Cash Flow$2.7 - $2.9 billion Cap Ex$3.8 - $4.0 billion Tax Rate***23 % *Without adjusted items, if applicable. Kroger is unable to provide a full reconciliation of the GAAP and non-GAAP measures used in 2026 guidance without unreasonable effort because it is not possible to predict certain of our adjustment items with a reasonable degree of certainty. This information is dependent upon future events and may be outside of our control and its unavailability could have a significant impact on 2026 GAAP financial results. **Includes approximately 130 basis points unfavorable impact from the Inflation Reduction Act.***The adjusted tax rate reflects typical tax adjustments and does not reflect changes to the rate from the completion of income tax audit examinations and changes in tax laws and policies, which cannot be predicted.Comments from CFO David Kennerley "For 2026, we expect identical sales without fuel growth of 1.0% to 2.0%, adjusted FIFO operating profit of $5.0 to $5.2 billion, and adjusted EPS of $5.10 to $5.30. Our identical sales without fuel guidance includes an approximately 130 basis point headwind from the Inflation Reduction Act.This guidance reflects our ability to invest more aggressively in value for customers while improving gross margins, funded by eCommerce reaching profitability, meaningful procurement efficiencies, and productivity gains across the business."About Kroger
At The Kroger Co. (NYSE: KR), we are, across our family of companies more than 400,000 associates who serve over 11 million customers daily through an eCommerce and store experience under a variety of banner names, serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor relations site.Kroger's fourth quarter 2025 ended on January 31, 2026. Note: Fuel sales have historically had a low gross margin rate and operating expense rate as compared to corresponding rates on non-fuel sales. As a result, Kroger discusses the changes in these rates excluding the effect of fuel.Please refer to the supplemental information presented in the tables for reconciliations of the non-GAAP financial measures used in this press release to the most comparable GAAP financial measure and related disclosure. As noted above, Kroger is unable to provide a full reconciliation of the GAAP and non-GAAP measures used in its guidance without unreasonable effort because it is not possible to predict certain of our adjustment items with a reasonable degree of certainty. This information is dependent upon future events and may be outside of our control and its unavailability could have a significant impact on GAAP financial results.This press release contains certain statements that constitute "forward-looking statements" about Kroger's financial position and the future performance of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "achieve," "committed," "continue," "drive," "expect," "focused," "future," "guidance," "may," "model," "opportunities," "strategy," "target," "trends," and variations of such words and similar phrases. Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following:Kroger's ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; Kroger's response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs related to Kroger's logistics operations; trends in consumer spending; the extent to which Kroger's customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; stock repurchases; changes in the regulatory environment in which Kroger operates, along with changes in federal policy and at state and federal regulatory agencies; Kroger's ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger's ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger's future growth plans; the ability to execute our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through our strategic pillars of fresh, our brands, personalization, and eCommerce; the outcome of litigation matters, including those relating to the terminated transaction with Albertsons; and the risks relating to or arising from our opioid litigation settlements, including the risk of litigation relating to persons, entities, or jurisdictions that do not participate in those settlements . Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.Kroger's adjusted effective tax rate may differ from the expected rate due to changes in tax laws and policies, the status of pending items with various taxing authorities, and the deductibility of certain expenses.Kroger assumes no obligation to update the information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.Note: Kroger's quarterly conference call with investors will broadcast live at 8 a.m. (ET) on March 5, 2026 at ir.kroger.com. An on-demand replay of the webcast will be available at approximately 1 p.m. (ET) on Thursday, March 5, 2026.4th Quarter 2025 Tables Include:Consolidated Statements of OperationsConsolidated Balance SheetsConsolidated Statements of Cash FlowsSupplemental Sales InformationReconciliation of Net Total Debt and Net Earnings Attributable to The Kroger Co. to Adjusted EBITDANet Earnings Per Diluted Share Excluding the Adjustment ItemsOperating Profit Excluding the Adjustment ItemsAdjusted Free Cash FlowGross MarginTable 1.THE KROGER CO.CONSOLIDATED STATEMENTS OF OPERATIONS(in millions, except per share amounts)(unaudited)
FOURTH QUARTER
YEAR-TO-DATE
2025
2024
2025
2024
SALES
$ 34,725
100.0 %
$ 34,308
100.0 %
$ 147,642
100.0 %
$ 147,123
100.0 %
OPERATING EXPENSES
MERCHANDISE COSTS, INCLUDING ADVERTISING,
WAREHOUSING AND TRANSPORTATION (a),
AND LIFO CHARGE (b)
26,602
76.6
26,387
76.9
113,240
76.7
113,720
77.3
OPERATING, GENERAL AND ADMINISTRATIVE (a)
5,950
17.1
6,043
17.6
28,308
19.2
25,431
17.3
RENT
205
0.6
206
0.6
872
0.6
877
0.6
DEPRECIATION AND AMORTIZATION
722
2.1
760
2.2
3,332
2.3
3,246
2.2
OPERATING PROFIT
1,246
3.6
912
2.7
1,890
1.3
3,849
2.6
OTHER INCOME (EXPENSE)
NET INTEREST EXPENSE
(149)
(0.4)
(157)
(0.5)
(639)
(0.4)
(450)
(0.3)
NON-SERVICE COMPONENT OF COMPANY-SPONSORED
PENSION PLAN (EXPENSE) BENEFITS
(4)
-
3
-
(10)
-
12
-
GAIN (LOSS) ON INVESTMENTS
23
0.1
(22)
(0.1)
(41)
-
(148)
(0.1)
GAIN ON SALE OF BUSINESS
-
-
-
-
-
-
79
0.1
NET EARNINGS BEFORE INCOME TAX EXPENSE
1,116
3.2
736
2.1
1,200
0.8
3,342
2.3
INCOME TAX EXPENSE
255
0.7
102
0.3
176
0.1
670
0.5
NET EARNINGS INCLUDING NONCONTROLLING
INTERESTS
861
2.5
634
1.9
1,024
0.7
2,672
1.8
NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
-
-
-
-
8
-
7
-
NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.
$ 861
2.5 %
$ 634
1.9 %
$ 1,016
0.7 %
$ 2,665
1.8 %
NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.
PER BASIC COMMON SHARE
$ 1.36
$ 0.91
$ 1.55
$ 3.70
AVERAGE NUMBER OF COMMON SHARES USED IN
BASIC CALCULATION
629
691
652
715
NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.
PER DILUTED COMMON SHARE
$ 1.35
$ 0.90
$ 1.54
$ 3.67
AVERAGE NUMBER OF COMMON SHARES USED IN
DILUTED CALCULATION
631
696
655
720
DIVIDENDS DECLARED PER COMMON SHARE
$ 0.35
$ 0.32
$ 1.37
$ 1.25
Note:Certain percentages may not sum due to rounding.
Note:The Company defines First-In First-Out (FIFO) gross profit as sales minus merchandise costs, including advertising, warehousing and transportation, but excluding the Last-In First-Out (LIFO)
charge, rent and depreciation and amortization.
The Company defines FIFO gross margin as FIFO gross profit divided by sales.
The Company defines FIFO operating profit as operating profit excluding the LIFO charge.
The Company defines FIFO operating margin as FIFO operating profit divided by sales.
The above FIFO financial metrics are important measures used by management to evaluate operational effectiveness. Management believes these FIFO financial metrics are useful to investors
and analysts because they measure our day-to-day operational effectiveness.
(a)Merchandise costs ("COGS") and operating, general and administrative expenses ("OG&A") exclude depreciation and amortization expense and rent expense which are included in separate
expense lines.
(b)LIFO charges of $11 and $30 were recorded in the fourth quarters of 2025 and 2024, respectively. For the year-to-date period, LIFO charges of $157 and $95 were recorded for 2025 and 2024,
respectively. Table 2.THE KROGER CO.CONSOLIDATED BALANCE SHEETS(in millions)(unaudited)
January 31,
February 1,
2026
2025
ASSETS
Current Assets
Cash
$ 228
$ 216
Temporary cash investments
3,106
3,743
Store deposits in-transit
1,244
1,312
Receivables
2,192
2,195
Inventories
6,892
7,038
Prepaid and other current assets
843
769
Total current assets
14,505
15,273
Property, plant and equipment, net
24,248
25,703Operating lease assets
6,682
6,839Intangibles, net
808
834Goodwill
2,595
2,674Other assets
1,103
1,293
Total Assets
$ 49,941
$ 52,616
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities
Current portion of long-term debt including obligations
under finance leases
$ 1,779
$ 272
Current portion of operating lease liabilities
665
599
Accounts payable
10,488
10,124
Accrued salaries and wages
1,267
1,330
Other current liabilities
3,886
3,615
Total current liabilities
18,085
15,940
Long-term debt including obligations under finance leases15,775
17,633Noncurrent operating lease liabilities
6,461
6,578Deferred income taxes
1,094
1,417Pension and postretirement benefit obligations
421
387Other long-term liabilities
2,169
2,380
Total Liabilities
44,005
44,335
Shareowners' equity
5,936
8,281
Total Liabilities and Shareowners' Equity
$ 49,941
$ 52,616
Total common shares outstanding at end of period
614
658Total diluted shares year-to-date
655
720 Table 3.THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions)(unaudited)
YEAR-TO-DATE
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including noncontrolling interests
$ 1,024
$ 2,672
Adjustments to reconcile net earnings including noncontrolling
interests to net cash provided by operating activities:
Depreciation and amortization
3,332
3,246
Fulfillment network impairment and related charges
2,497
-
Asset impairment and store closure charges
187
98
Operating lease asset amortization
588
603
LIFO charge
157
95
Share-based employee compensation
157
175
Deferred income taxes
(330)
(102)
Gain on sale of business
-
(79)
Gain on the sale of assets
(13)
(70)
Loss on investments
41
148
Other
1
20
Changes in operating assets and liabilities:
Store deposits in-transit
68
(97)
Receivables
113
(288)
Inventories
(86)
(144)
Prepaid and other current assets
8
(166)
Accounts payable
388
253
Accrued expenses
127
107
Income taxes receivable and payable
(115)
76
Operating lease liabilities
(529)
(609)
Other
(342)
(144)
Net cash provided by operating activities
7,273
5,794
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property and equipment, including payments for lease buyouts
(3,855)
(4,017)
Proceeds from sale of assets
76
377
Net proceeds from sale of businesses
52
464
Other
(187)
(52)
Net cash used by investing activities
(3,914)
(3,228)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt
43
10,502
Payments on long-term debt including obligations under finance leases
(540)
(4,883)
Dividends paid
(885)
(883)
Financing fees paid
-
(116)
Proceeds from issuance of capital stock
182
127
Treasury stock purchases
(2,699)
(4,156)
Unsettled accelerated share repurchases
-
(1,000)
Other
(85)
(81)
Net cash used by financing activities
(3,984)
(490)
NET (DECREASE) INCREASE IN CASH AND TEMPORARY
CASH INVESTMENTS
(625)
2,076
CASH AND TEMPORARY CASH INVESTMENTS:
BEGINNING OF YEAR
3,959
1,883
END OF YEAR
$ 3,334
$ 3,959
Reconciliation of capital investments:
Payments for property and equipment, including payments for lease buyouts
$ (3,855)
$ (4,017)
Payments for lease buyouts
33
51
Changes in construction-in-progress payables
(40)
343
Total capital investments, excluding lease buyouts
$ (3,862)
$ (3,623)
Disclosure of cash flow information:
Cash paid during the year for net interest
$ 633
$ 252
Cash paid during the year for income taxes
$ 635
$ 681 Table 4. Supplemental Sales Information(in millions, except percentages)(unaudited)
Items identified below should not be considered as alternatives to sales or any other GAAP measure of performance. Identical sales is an industry-specific
measure, and it is important to review it in conjunction with Kroger's financial results reported in accordance with GAAP. Other companies in our industry
may calculate identical sales differently than Kroger does, limiting the comparability of the measure.
Kroger defines identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, jewelry
and ship-to-home solutions. Kroger defines a supermarket as identical when it has been in operation without expansion or relocation for five full quarters.
We include Kroger Delivery sales as identical if the delivery occurs in an existing Kroger Supermarket geography or when the location has been in
operation for five full quarters.
IDENTICAL SALES
EXCLUDING ADJUSTMENT ITEMS
FOURTH QUARTER
YEAR-TO-DATE (a)
YEAR-TO-DATE
2025
2024
2025
2024
2025
2024
EXCLUDING FUEL
$ 31,120
$ 30,389
$ 130,966
$ 127,244
$ 131,227
$ 127,575
EXCLUDING FUEL
2.4 %
2.4 %
2.9 %
1.5 %
2.9 %
1.5 %
(a)Identical sales, excluding fuel, were adjusted to exclude stores involved in the labor disputes in Colorado in the first quarter of 2025. Identical sales,
excluding fuel, were excluded for the first four weeks of the first quarter for stores involved in this labor dispute. Table 5. Reconciliation of Net Total Debt andNet Earnings Attributable to The Kroger Co. to Adjusted EBITDA(in millions, except for ratio)(unaudited)
The items identified below should not be considered an alternative to any GAAP measure of performance or access
to liquidity. Net total debt to adjusted EBITDA is an important measure used by management to evaluate the
Company's access to liquidity. The items below should be reviewed in conjunction with Kroger's financial results
reported in accordance with GAAP.
The following table provides a reconciliation of net total debt.
January 31,
February 1,
2026
2025
Change
Current portion of long-term debt including obligations
under finance leases
$ 1,779
$ 272
$ 1,507Long-term debt including obligations under finance leases
15,775
17,633
(1,858)
Total debt
17,554
17,905
(351)
Less: Temporary cash investments
3,106
3,743
(637)
Net total debt
$ 14,448
$ 14,162
$ 286
The following table provides a reconciliation from net earnings attributable to The Kroger Co. to adjusted EBITDA,
as defined in the Company's credit agreement, on a rolling four quarter basis.
YEAR-TO-DATE
January 31,
February 1,
2026
2025
Net earnings attributable to The Kroger Co.
$ 1,016
$ 2,665LIFO charge
157
95Depreciation and amortization
3,332
3,246Net interest expense
639
450Income tax expense
176
670Adjustment for loss on investments
41
148Adjustment for labor dispute charges
44
-Adjustment for store closures
100
-Adjustment for executive stock compensation for a former executive
(21)
-Adjustment for merger-related costs (a)
-
684Adjustment for merger-related litigation and settlement charges
161
-Adjustment for property losses
-
25Adjustment for opioid settlement charges and vendor reserves
(6)
(27)Adjustment for impairment of intangible assets
50
30Adjustment for gain on sale of Kroger Specialty Pharmacy
-
(79)Adjustment for severance charge and related benefits
47
32Adjustment for fulfillment network impairment and related charges
2,497
-Other
(9)
(12)
Adjusted EBITDA
$ 8,224
$ 7,927
Net total debt to adjusted EBITDA ratio
1.76
1.79
(a) Merger-related costs primarily include third-party professional fees and credit facility fees associated with the
terminated merger with Albertsons Companies, Inc. Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items(in millions, except per share amounts)(unaudited)
The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on net earnings per diluted common share for certain items
described below. Adjusted net earnings and adjusted net earnings per diluted share are useful metrics to investors and analysts because they present more accurately year-over-year
comparisons for net earnings and net earnings per diluted share because adjusted items are not the result of normal operations. Items identified in this table should not be considered
alternatives to net earnings attributable to The Kroger Co. or any other GAAP measure of performance. These items should not be reviewed in isolation or considered substitutes for the
Company's financial results as reported in accordance with GAAP. Due to the nature of these items, as further described below, it is important to identify these items and to review them in
conjunction with the Company's financial results reported in accordance with GAAP.
The following table summarizes items that affected the Company's financial results during the periods presented.
FOURTH QUARTER
YEAR-TO-DATE
2025
2024
2025
2024
Net earnings attributable to The Kroger Co.
$ 861
$ 634
$ 1,016
$ 2,665
Adjustment for (gain) loss on investments (a)(b)
(16)
17
33
112Adjustment for labor dispute charges (a)(c)
-
-
33
-Adjustment for store closures (a)(d)
-
-
77
-Adjustment for executive stock compensation for a former executive (a)(e)
-
-
(16)
-Adjustment for merger-related costs (a)(f)
-
78
-
489Adjustment for merger-related litigation and settlement charges (a)(g)
12
-
121
-Adjustment for property losses (a)(h)
-
19
-
19Adjustment for merger-related net interest expense (a)(i)
-
26
-
26Adjustment for opioid settlement charges and vendor reserves (a)(j)
(19)
(21)
(3)
(21)Adjustment for the impairment of intangible assets (a)(k)
34
23
34
23Adjustment for gain on sale of Kroger Specialty Pharmacy (a)(l)
-
-
-
(60)Adjustment for severance charge and related benefits (a)(m)
-
24
37
24Adjustment for fulfillment network impairment and related charges (a)(n)
(60)
-
1,908
-Executive stock compensation for a former executive income tax adjustment
-
-
(7)
-Held for sale income tax adjustment
-
-
(34)
(31)
2025 and 2024 Adjustment Items
(49)
166
2,183
581
Net earnings attributable to The Kroger Co.
excluding the adjustment items above
$ 812
$ 800
$ 3,199
$ 3,246
Net earnings attributable to The Kroger Co.
per diluted common share
$ 1.35
$ 0.90
$ 1.54
$ 3.67
Adjustment for (gain) loss on investments (o)
(0.02)
0.02
0.05
0.15Adjustment for labor dispute charges (o)
-
-
0.05
-Adjustment for store closures (o)
-
-
0.12
-Adjustment for executive stock compensation for a former executive (o)
-
-
(0.03)
-Adjustment for merger-related costs (o)
-
0.12
-
0.67Adjustment for merger-related litigation and settlement charges (o)
0.02
-
0.18
-Adjustment for property losses (o)
-
0.03
-
0.03Adjustment for merger-related net interest expense (o)
-
0.04
-
0.04Adjustment for opioid settlement charges and vendor reserves (o)
(0.02)
(0.03)
(0.01)
(0.03)Adjustment for the impairment of intangible assets (o)
0.05
0.03
0.05
0.03Adjustment for gain on sale of Kroger Specialty Pharmacy (o)
-
-
-
(0.08)Adjustment for severance charge and related benefits (o)
-
0.03
0.05
0.03Adjustment for fulfillment network impairment and related charges (o)
(0.10)
-
2.91
-Executive stock compensation for a former executive income tax adjustment (o)
-
-
(0.01)
-Held for sale income tax adjustment (o)
-
-
(0.05)
(0.04)
2025 and 2024 Adjustment Items
(0.07)
0.24
3.31
0.80
Net earnings attributable to The Kroger Co. per
diluted common share excluding the adjustment items above
$ 1.28
$ 1.14
$ 4.85
$ 4.47
Average number of common shares used in
diluted calculation
631
696
655
720 Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items (continued)(in millions, except per share amounts)(unaudited)
(a)The amounts presented represent the after-tax effect of each adjustment.
(b) The pre-tax adjustments for (gain) loss on investments were $(23) and $22 in the fourth quarters of 2025 and 2024, respectively. The
year-to-date pre-tax adjustments for (gain) loss on investments were $41 and $148 in 2025 and 2024, respectively.
(c)The pre-tax adjustments to Sales, COGS and OG&A expenses for labor dispute charges were $44.
(d)The pre-tax adjustment to OG&A expenses for store closures was $100.
(e)The pre-tax adjustment to OG&A expenses for executive stock compensation for a former executive was $(21).
(f)The pre-tax adjustment to OG&A expenses for merger-related costs was $175 in the fourth quarter of 2024. The year-to-date pre-tax
adjustment to OG&A expenses for merger-related costs was $684 in 2024.
(g)The pre-tax adjustment to OG&A expenses for merger-related litigation and settlement charges was $17 in the fourth quarter of 2025.
The year-to-date pre-tax adjustment to OG&A expenses for merger-related litigation and settlement charges was $161 for 2025.
(h)The pre-tax adjustment to OG&A expenses for property losses was $25.
(i)The pre-tax adjustment to net interest expense for merger-related net interest expense was $34.
(j)The pre-tax adjustments to OG&A expenses for opioid settlement charges and vendor reserves were $(28) and $(27) in the fourth
quarters of 2025 and 2024, respectively. The year-to-date pre-tax adjustments to OG&A expenses for opioid settlement charges and
vender reserves were $(6) and $(27) in 2025 and 2024, respectively.
(k)The pre-tax adjustments to OG&A expenses for impairment of intangible assets were $50 and $30 in the fourth quarters and year-to-
date in 2025 and 2024, respectively.
(l)The pre-tax adjustment for gain on sale of Kroger Specialty Pharmacy was $(79).
(m)The pre-tax adjustment to OG&A expenses for severance charge and related benefits was $32 in the fourth quarter of 2024. The year-
to-date pre-tax adjustments to OG&A expenses for severance charges and related benefits were $47 in 2025 and $32 in 2024.
(n)The pre-tax adjustment to OG&A expenses for fulfillment network impairment and related charges was $(88) in the fourth quarter of 2025.
The year-to-date pre-tax adjustment to OG&A expenses for fulfillment network impairment and related charges was $2,497 in 2025.
(o)The amounts presented represent the net earnings (loss) per diluted common share effect of each adjustment.
Note:2025 Fourth Quarter Adjustment Items include adjustments for the gain on investments, merger-related litigation and settlement charges,
fulfillment network impairment and related charges, opioid settlement charges and vendor reserves and impairment of intangible assets.
2025 Adjustment Items include the Fourth Quarter Adjustment Items plus the adjustments that occurred in the first three quarters of 2025
for the loss on investments, labor dispute charges, store closures, executive stock compensation for a former executive, merger-related
litigation costs and settlement charges, opioid settlement charges and vendor reserves, severance charge and related benefits, fulfillment
network impairment and related charges, executive stock compensation for a former executive income tax and held for sale income tax.
2024 Fourth Quarter Adjustment Items include adjustments for the loss on investments, severance charge and related benefits, impairment
of intangible assets, property losses, merger-related costs, merger-related net interest expense and opioid settlement charges.
2024 Adjustment Items include the Fourth Quarter Adjustment Items plus the adjustments that occurred in the first three quarters of 2024 for
loss on investments, merger-related costs, the gain on sale of Kroger Specialty Pharmacy and held for sale income tax. Table 7. Operating Profit Excluding the Adjustment Items(in millions)(unaudited)
The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on operating profit for certain items described below.
Adjusted FIFO operating profit is a useful metric to investors and analysts because it presents more accurately year-over-year comparisons for operating profit because adjusted items
are not the result of normal operations. Items identified in this table should not be considered alternatives to operating profit or any other GAAP measure of performance. These items
should not be reviewed in isolation or considered substitutes for the Company's financial results as reported in accordance with GAAP. Due to the nature of these items, as further
described below, it is important to identify these items and to review them in conjunction with the Company's financial results reported in accordance with GAAP.
The following table summarizes items that affected the Company's financial results during the periods presented.
FOURTH QUARTER
YEAR-TO-DATE
2025
2024
2025
2024
Operating profit
$ 1,246
$ 912
$ 1,890
$ 3,849LIFO charge
11
30
157
95
FIFO operating profit
1,257
942
2,047
3,944
Adjustment for labor dispute charges
-
-
44
-Adjustment for store closures
-
-
100
-Adjustment for executive stock compensation for a former executive
-
-
(21)
-Adjustment for merger-related costs (a)
-
175
-
684Adjustment for merger-related litigation and settlement charges
17
-
161
-Adjustment for property losses
-
25
-
25Adjustment for opioid settlement charges and vendor reserves
(28)
(27)
(6)
(27)Adjustment for the impairment of intangible assets
50
30
50
30Adjustment for severance charge and related benefits
-
32
47
32Adjustment for fulfillment network impairment and related charges
(88)
-
2,497
-Other
(2)
(3)
(14)
(14)
2025 and 2024 Adjustment items
(51)
232
2,858
730
Adjusted FIFO operating profit
excluding the adjustment items above
$ 1,206
$ 1,174
$ 4,905
$ 4,674
(a)Merger-related costs primarily include third party professional fees and credit facility fees associated with the terminated merger with Albertsons Companies, Inc. Table 8. Adjusted Free Cash Flow(in millions)(unaudited)
Adjusted free cash flow is an important performance measure used by management, and management believes it is also a useful metric for
investors and analysts to evaluate the Company's ability to generate additional funding from business operations available for dividends,
managing debt levels, share repurchases and other strategic investments. Adjusted free cash flow is one of the key financial indicators of the
Company's business performance and the Company also uses adjusted free cash flow to evaluate the Company's senior management.
However, adjusted free cash flow is not a measure of financial performance or liquidity under GAAP and, therefore, should not be considered
an alternative to net earnings or net cash provided by operating activities as an indicator of the Company's performance or liquidity. Although
free cash flow is a relatively standard term, numerous methods exist for calculating free cash flow. As a result, the method used by the
Company's management to calculate adjusted free cash flow may differ from methods other companies use to calculate free cash flow.
The following table sets forth a reconciliation of net cash provided by operating activities to adjusted free cash flow.
YEAR-TO-DATE
January 31,
February 1,
February 3,
2026
2025
2024
Net cash provided by operating activities$7,273
$5,794
$6,788
Payments for property and equipment, including payments for lease buyouts
(3,855)
(4,017)
(3,904)
Free Cash Flow
3,418
1,777
2,884
Adjustment for merger-related costs
-
489
-Adjustment for merger-related litigation and settlement charges
121
-
-Adjustment for merger-related net interest expense
-
26
-Adjustment for payments related to the Ocado exit liability
105
-
-Adjustment for company pension plans and payments
related to the restructuring of multi-employer pension plans
57
57
298Adjustment for payments related to opioid settlements
167
150
33
Adjusted Free Cash Flow$3,868
$2,499
$3,215 Table 9. Gross Margin(in millions, except percentages)(unaudited)
In the Consolidated Statements of Operations within Table 1, the Company separately presents rent and depreciation and amortization to evaluate operational effectiveness. The table below calculates gross margin in
accordance with Generally Accepted Accounting Principles ("GAAP") by including a portion of rent and depreciation and amortization related to the Company's manufacturing and warehousing and transportation activities.
The following table provides the calculation of gross profit and gross margin in accordance with GAAP.
FOURTH QUARTER
YEAR-TO-DATE
2025
2024
2025
2024
Sales
$ 34,725
$ 34,308
$ 147,642
$ 147,123Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding
rent and depreciation and amortization
26,602
26,387
113,240
113,720Rent
14
14
58
66Depreciation and amortization
93
134
590
589Gross profit
$ 8,016
$ 7,773
$ 33,754
$ 32,748
Gross margin
23.1 %
22.7 %
22.9 %
22.3 %
View original content to download multimedia:https://www.prnewswire.com/news-releases/kroger-reports-fourth-quarter-and-full-year-2025-results-and-announces-guidance-for-2026-302705235.htmlSOURCE The Kroger Co.
Original: Kroger Reports Fourth Quarter and Full-Year 2025 Results andAnnounces Guidance for 2026
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