KROGER CO

Previous wording

This discussion and analysis contains certain forward-looking statements about our future performance. 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 such as “accelerate,” “achieve,” “affect,” “anticipate,” “believe,” “committed,” “continue,” “could,” “deliver,” “drive,” “enable,” “estimate,” “expect,” “future,” “goals,” “initiatives,” “intended,” “maintain,” “may,” “model,” “plan,” “position,” “strategy,” “target,” “trend,” “will,” and “would,” and similar words or phrases. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially. 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 those identified in this Form 10-Q.

Current wording

This discussion and analysis contains certain forward-looking statements about our future performance. 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 such as “accelerate,” “achieve,” “affect,” “anticipate,” “believe,” “committed,” “confident,” “continue,” “could,” “drive,” “enable,” “ensure,” “estimate,” “expect,” “future,” “goals,” “initiatives,” “maintain,” “may,” “model,” “plan,” “position,” “strategy,” “target,” “trend,” “will,” and “would,” and similar words or phrases. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially. 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 those identified in this Form 10-Q.

Previous wording

Kroger’s proven value creation model is allowing us to deliver today and invest for the future. The foundation of our value creation model is our omnichannel retail business, including fuel and Health and Wellness. By executing on our go-to-market strategy built on the four pillars of Fresh,Our Brands, Personalization and Seamless, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business.

Current wording

Kroger’s proven value creation model is allowing us to deliver today and invest for the future. The foundation of our value creation model is our omnichannel retail business, including fuel and health and wellness. By executing on our go-to- market strategy built on the four pillars of Fresh,Our Brands, Personalization and eCommerce, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business.

Previous wording

We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our digital capabilities, we expect to grow households and increase sales. Kroger has evolved into a more diverse business, with a model that provides more ways than ever to generate net earnings growth.

Current wording

We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our eCommerce capabilities, we expect to grow households and increase sales. Our model provides more ways than ever to generate net earnings growth.

Previous wording

We expect to continue to generate strong free cash flow and are committed to being disciplined with capital deployment in support of our value creation model and stated capital allocation priorities. Our first priority is to invest in the business through attractive high return opportunities that drive long-term sustainable net earnings growth. We are committed to maintaining our current investment grade debt rating and our net total debt to adjusted EBITDA ratio target range of 2.30 to 2.50. We also expect to continue to grow our dividend over time and return excess cash to shareholders via stock repurchases, subject to Board approval. During the third quarter of 2022, we paused our share repurchase program to prioritize de-leveraging following the proposed merger with Albertsons. On December 11, 2024, we announced that our Board of Directors terminated the September 2022 Share Repurchase Program, as defined below, and authorized a new share repurchase program in an aggregate amount of $7.5 billion, of which $5.0 billion is expected to be repurchased by means of an accelerated share repurchase program. The remaining amounts under the program may be repurchased by means of open market transactions, privately negotiated transactions, accelerated share repurchase programs or other derivative transactions, or any combination of the foregoing.

Current wording

We expect to continue to generate strong free cash flow and are committed to being disciplined with capital deployment in support of our value creation model and stated capital allocation priorities. Our first priority is to invest in the business through attractive high return opportunities that drive long-term sustainable net earnings growth. We are committed to maintaining our current investment grade debt rating and our net total debt to adjusted EBITDA ratio target range of 2.30 to 2.50. We also expect to continue to grow our dividend over time and return excess cash to shareholders via stock repurchases, subject to Board approval.

Previous wording

Notable items for the third quarter and first three quarters of 2024 are:

Current wording

Notable items for the first quarter of 2025 are:

Previous wording

We calculate FIFO gross margin as FIFO gross profit divided by sales. FIFO gross profit is calculated as sales less merchandise costs, including advertising, warehousing, and transportation expenses, but excluding the Last-In, First-Out (“LIFO”) charge. Merchandise costs exclude depreciation and rent expenses. FIFO gross margin is an important measure used by management and management believes FIFO gross margin is a useful metric to investors and analysts because it measures the merchandising and operational effectiveness of our go-to-market strategy.

Current wording

We calculate FIFO gross margin as FIFO gross profit divided by sales. FIFO gross profit is calculated as sales less merchandise costs, including advertising, warehousing and transportation expenses, but excluding the Last-In, First-Out (“LIFO”) charge, rent and depreciation and amortization. FIFO gross margin is an important measure used by management, and management believes FIFO gross margin is a useful metric to investors and analysts because it measures the merchandising and operational effectiveness of our go-to-market strategy.

Previous wording

The adjusted net earnings, adjusted net earnings per diluted share and adjusted FIFO operating profit metrics are important measures used by management to compare the performance of core operating results between periods. We believe adjusted net earnings, adjusted net earnings per diluted share and adjusted FIFO operating profit are useful metrics to investors and analysts because they present more accurate year-over-year comparisons of our net earnings, net earnings per diluted share and FIFO operating profit because adjusted items are not the result of our normal operations. Net earnings for the first three quarters of 2024 include the following, which we define as the “2024 Adjusted Items”:

Current wording

The adjusted net earnings, adjusted net earnings per diluted share and adjusted FIFO operating profit metrics are important measures used by management to compare the performance of core operating results between periods. We believe adjusted net earnings, adjusted net earnings per diluted share and adjusted FIFO operating profit are useful metrics to investors and analysts because they present more accurate year-over-year comparisons of our net earnings, net earnings per diluted share and FIFO operating profit because adjusted items are not the result of our normal operations. Net earnings for the first quarter of 2025 include the following, which we define as the “2025 Adjusted Items”:

Previous wording

Total sales decreased in the third quarter of 2024, compared to the third quarter of 2023, by 1.0%. The decrease was primarily due to a decrease in supermarket fuel sales and the sale of Kroger Specialty Pharmacy, partially offset by an increase in total sales to retail customers without fuel. Total supermarket fuel sales decreased 18.8% in the third quarter of 2024, compared to the third quarter of 2023, primarily due to a decrease in the average retail fuel price of 14.9% and a decrease in fuel gallons sold of 4.5%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. Total sales, excluding fuel and Kroger Specialty Pharmacy, increased 2.7% in the third quarter of 2024, compared to the third quarter of 2023, which was primarily due to our identical sales increase, excluding fuel, of 2.3%. Identical sales, excluding fuel, for the third quarter of 2024, compared to the third quarter of 2023, increased primarily due to increases in total and loyal households shopping with us and increased Health and Wellness sales, partially offset by a reduction in the number of items in basket.

Current wording

Total sales decreased in the first quarter of 2025, compared to the first quarter of 2024, by 0.3%. The decrease was primarily due to a decrease in supermarket fuel sales and the sale of Kroger Specialty Pharmacy, partially offset by an increase in total sales to retail customers without fuel. Total supermarket fuel sales decreased 12.5% in the first quarter of 2025, compared to the first quarter of 2024, primarily due to a decrease in the average retail fuel price of 10.1% and a decrease in fuel gallons sold of 2.7%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. Total sales, excluding fuel, Kroger Specialty Pharmacy and the Labor Dispute, increased 3.7% in the first quarter of 2025, compared to the first quarter of 2024, which was primarily due to our identical sales increase, excluding fuel and the Labor Dispute, of 3.2%. Identical sales, excluding fuel and the Labor Dispute, for the first quarter of 2025, compared to the first quarter of 2024, increased primarily due to increased pharmacy, eCommerce and Fresh sales and increased spend per item, partially offset by a reduction in the number of items in basket.

Previous wording

We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy business and Delivery and Ship solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We define Kroger Specialty Pharmacy business as identical when physical locations have been in operation continuously for five full quarters; discontinued patient therapies are excluded from the identical sales calculation starting in the quarter of transfer or termination. Starting in the first quarter of 2024, Kroger Specialty Pharmacy business was not included in identical sales due to being classified as held for sale, while they were included in identical sales in the third quarter and the first three quarters of 2023. We completed the sale of the Kroger Specialty Pharmacy business during the third quarter of 2024. We include sales from Kroger Delivery powered by Ocado in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for the third quarter and the first three quarters of 2024.

Current wording

We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations and Delivery and Ship solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We include Kroger Delivery sales from customer fulfillment centers in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following tables. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for the first quarter of 2025.

Previous wording

Our gross margin rate, as a percentage of sales, was 22.85% for the third quarter of 2024, compared to 22.03% for the third quarter of 2023. This increase in rate was achieved while maintaining competitive prices and helping customers manage their budgets. The increase in rate in the third quarter of 2024, compared to the third quarter of 2023, resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, lower shrink, decreased fuel sales, which have a lower gross margin rate, strongOur Brandsperformance and a decreased LIFO charge, partially offset by lower pharmacy margins.

Current wording

Our gross margin rates, as a percentage of sales, were 23.0% in the first quarter of 2025 and 22.0% in the first quarter of 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, lower shrink, lower supply chain costs and decreased fuel sales, which have a lower gross margin rate, partially offset by increased pharmacy sales, which have a lower gross margin rate.

Previous wording

Our FIFO gross margin rate, which excludes the LIFO charge, was 22.86% in the third quarter of 2024, compared to 22.11% in the third quarter of 2023. Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, our FIFO gross margin rate increased 51 basis points in the third quarter of 2024, compared to the third quarter of 2023. This increase in rate was achieved while maintaining competitive prices and helping customers manage their budgets. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, lower shrink and strongOur Brandsperformance, partially offset by lower pharmacy margins. Excluding the effect of fuel and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 25 basis points in the third quarter of 2024, compared to the third quarter of 2023.

Current wording

Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel and the Labor Dispute, our FIFO gross margin rate increased 79 basis points in the first quarter of 2025, compared to the first quarter of 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, lower shrink and lower supply chain costs, partially offset by increased pharmacy sales, which have a lower gross margin rate. Excluding the effect of fuel, Kroger Specialty Pharmacy and the Labor Dispute, our FIFO gross margin rate increased 33 basis points in the first quarter of 2025, compared to the first quarter of 2024.

Previous wording

OG&A expenses, as a percentage of sales, were 17.54% in the third quarter of 2024 and 16.63% in the third quarter of 2023. The increase in the third quarter of 2024, compared to the third quarter of 2023, resulted primarily from the 2024 Third Quarter OG&A Adjusted Item, the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, increased incentive plan costs and the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity and the 2023 Third Quarter OG&A Adjusted Item.

Current wording

OG&A expenses, as a percentage of sales, were 17.6% in the first quarter of 2025 and 16.8% in the first quarter of 2024. The increase in the first quarter of 2025, compared to the first quarter of 2024, resulted primarily from the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, the 2025 Multi-Employer Pension Contributions, the 2025 OG&A Adjusted Items and increased healthcare costs, partially offset by the 2024 OG&A Adjusted Items and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity.

Previous wording

Our fuel sales lower our OG&A rate, as a percentage of sales, due to the very low OG&A rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, the 2024 Third Quarter OG&A Adjusted Item and the 2023 Third Quarter OG&A Adjusted Item, our OG&A rate increased 22 basis points in the third quarter of 2024, compared to the third quarter of 2023. This increase resulted primarily from increased incentive plan costs and the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity. Excluding the effect of fuel, Kroger Specialty Pharmacy, the 2024 Third Quarter OG&A Adjusted Item and the 2023 Third Quarter OG&A Adjusted Item, our OG&A rate increased 5 basis points in the third quarter of 2024, compared to the third quarter of 2023.

Current wording

Our fuel sales lower our OG&A rate, as a percentage of sales, due to the very low OG&A rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, the 2025 OG&A Adjusted Items, the Labor Dispute and the 2024 OG&A Adjusted Items, our OG&A rate increased 63 basis points in the first quarter of 2025, compared to the first quarter of 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, the 2025 Multi-Employer Pension Contributions and increased healthcare costs, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity.

Previous wording

Rent expense remained relatively consistent, as a percentage of sales, for the third quarter and the first three quarters of 2024, compared to the same periods of 2023.

Current wording

Rent expense remained relatively consistent, as a percentage of sales, for the first quarter of 2025, compared to the first quarter of 2024.

Previous wording

Depreciation and amortization expense increased, as a percentage of sales, in the third quarter and first three quarters of 2024, compared to the same periods of 2023. This increase was primarily due to additional depreciation associated with higher capital investments during the rolling four quarter period ending with the third quarter of 2024 and a decrease in the average useful life on these capital investments.

Current wording

Depreciation and amortization expense increased, as a percentage of sales, in the first quarter of 2025, compared to the first quarter of 2024. This increase was primarily due to the sale of our Kroger Specialty Pharmacy business, which has a lower depreciation & amortization rate to sales, additional depreciation on capital investments, excluding mergers and lease buyouts, of $3.6 billion during the rolling four quarter period ending with the first quarter of 2025 and a decrease in the average useful life on these capital investments.

Previous wording

FIFO operating profit was $3.0 billion, or 2.7% of sales, for the first three quarters of 2024, compared to $2.0 billion, or 1.8% of sales, for the first three quarters of 2023. FIFO operating profit, as a percentage of sales, excluding the 2024 and 2023 Adjusted Items, decreased 15 basis points in the first three quarters of 2024, compared to the first three quarters of 2023, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate and a decreased LIFO charge.

Current wording

FIFO operating profit was $1.4 billion, or 3.02% of sales, for the first quarter of 2025, compared to $1.3 billion, or 2.95% of sales, for the first quarter of 2024. FIFO operating profit, as a percentage of sales, excluding the 2025 and 2024 Adjusted Items, increased 3 basis points in the first quarter of 2025, compared to the first quarter of 2024, primarily due to a higher FIFO gross margin rate, partially offset by increased OG&A and depreciation and amortization expenses, as a percentage of sales.

Previous wording

Net interest expense decreased for the third quarter and first three quarters of 2024, compared to the same periods of 2023. Excluding the proceeds of the $10.5 billion issuance of senior notes in the third quarter of 2024, net interest expense decreased primarily due to increased interest income earned on our cash and temporary cash investments due to increased balances of cash and temporary cash investments throughout the third quarter and the first three quarters of 2024, compared to the same periods of 2023, and decreased average total debt throughout 2024, compared to 2023. For the $10.5 billion of senior notes issued in the third quarter of 2024, the interest expense associated with these senior notes was offset by interest income earned on the proceeds of these senior notes.

Current wording

Net interest expense totaled $199 million in the first quarter of 2025, compared to $123 million in the first quarter of 2024. This increase resulted primarily from increased average total outstanding debt in the first quarter of 2025, compared to the first quarter of 2024, from the net proceeds of the senior notes issuance during the third quarter of 2024, partially offset by increased interest income earned due to increased balances of cash and temporary cash investments in the first quarter of 2025, compared to the first quarter of 2024.

Previous wording

The effective income tax rate was 23.3% for the third quarter of 2024 and 23.9% for the third quarter of 2023. The effective income tax rate was 21.8% for the first three quarters of 2024 and 24.8% for the first three quarters of 2023. The effective income tax rate for the third quarter of 2024 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions. The effective income tax rate for the first three quarters of 2024 differed from the federal statutory rate due to the effect of state income taxes, partially offset by a tax benefit related to classifying Kroger Specialty Pharmacy as held for sale and the utilization of tax credits and deductions. The effective income tax rate for the third quarter of 2023 differed from the federal statutory rate due to the effect of state income taxes and certain nondeductible expenses, partially offset by the utilization of tax credits. The effective income tax rate for the first three quarters of 2023 differed from the federal statutory rate due to the effect of state income taxes, the nondeductible portion of opioid settlement charges and certain nondeductible expenses, partially offset by the utilization of tax credits.

Current wording

The effective income tax rate was 21.3% for the first quarter of 2025 and 19.8% for the first quarter of 2024. The effective income tax rate for the first quarter of 2025 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions including the benefit from share-based payments, which includes the 2025 Income Tax Expense Adjusted Item. The effective income tax rate for the first quarter of 2024 differed from the federal statutory rate due to a tax benefit related to classifying Kroger Specialty Pharmacy as held for sale and the utilization of tax credits and deductions, partially offset by the effect of state income taxes.

Previous wording

Net earnings of $0.84 per diluted share for the third quarter of 2024 represented a decrease of 4.5% compared to net earnings of 0.88 per diluted share for the third quarter of 2023. Adjusted net earnings of $0.98 per diluted share for the third quarter of 2024 represented an increase of 3.2% compared to adjusted net earnings of $0.95 per diluted share for the third quarter of 2023. The increase in adjusted net earnings per diluted share resulted primarily from increased FIFO operating profit, excluding fuel, a decreased LIFO charge and lower net interest expense, partially offset by decreased fuel earnings.

Current wording

Net earnings of $1.29 per diluted share for the first quarter of 2025 was consistent with net earnings of $1.29 per diluted share for the first quarter of 2024. Excluding the 2025 and 2024 Adjusted Items, adjusted net earnings of $1.49 per diluted share for the first quarter of 2025 represented an increase of 4.2% compared to adjusted net earnings of $1.43 per diluted share for the first quarter of 2024. The increase in adjusted net earnings per diluted share resulted primarily from increased adjusted FIFO operating profit, lower income tax expense and lower common shares outstanding, partially offset by increased net interest expense.

Previous wording

The following table summarizes our net increase in cash and temporary cash investments for the first three quarters of 2024 and 2023:

Current wording

The following table summarizes our net increase in cash and temporary cash investments for the first quarter of 2025 and 2024:

Previous wording

Investing activities used cash of $2.4 billion in the first three quarters of 2024 compared to $2.7 billion in the first three quarters of 2023. The amount of cash used by investing activities decreased in the first three quarters of 2024, compared to the first three quarters of 2023, primarily due to the net proceeds from the sale of our Kroger Specialty Pharmacy business in the third quarter of 2024 and an increase in proceeds from the sale of assets related to the sale of an equity investment in the first three quarters of 2024, which was partially offset by increased payments for property and equipment, including payments for lease buyouts.

Current wording

Investing activities used cash of $1.0 billion in both the first quarters of 2025 and 2024. The amount of cash used by investing activities remained consistent in the first quarter of 2025, compared to the first quarter of 2024, primarily due to a decrease in the proceeds from the sale of assets due to the sale of an equity method investment in the first quarter of 2024, which was offset by a decrease in payments for property and equipment, including payments for lease buyouts, in the first quarter of 2025, compared to the first quarter of 2024.

Previous wording

Net cash provided (used) by financing activities

Current wording

Net cash used by financing activities

Previous wording

Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $740 million for the third quarter of 2024 compared to $715 million for the third quarter of 2023. Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $2.8 billion for the first three quarters of 2024 compared to $2.5 billion for the first three quarters of 2023. Capital investments increased for the first three quarters of 2024, compared to the first three quarters of 2023, due to the completion of more store projects in 2024 compared to 2023. During the first three quarters of 2024, we opened, expanded, relocated or acquired 19 supermarkets and completed 170 remodels. During the first three quarters of 2023, we opened, expanded, relocated or acquired 8 supermarkets and completed 148 remodels. During the rolling four quarter period ended with the third quarter of 2024, we opened, expanded, relocated or acquired 21 supermarkets and completed 269 remodels. We define a remodel as a project that exceeds a total cost of $750 thousand. Total supermarket square footage at the end of the third quarter of 2024 increased 0.7% from the end of the third quarter of 2023. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the third quarter of 2024 increased 0.9% over the end of the third quarter of 2023.

Current wording

Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $1.2 billion for both the first quarters of 2025 and 2024. During the rolling four quarter period ended with the first quarter of 2025, we opened, expanded, relocated or acquired 27 supermarkets and completed 210 remodels. We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. Total supermarket square footage at the end of the first quarter of 2025 increased 0.9% from the end of the first quarter of 2024. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the first quarter of 2025 increased 1.1% over the end of the first quarter of 2024.

Previous wording

As of November 9, 2024, we maintained an unsecured revolving credit facility (the “Credit Agreement”), with a termination date of September 13, 2029, unless extended as permitted under the Credit Agreement. This Credit Agreement amended our $2.75 billion credit facility that would otherwise have terminated on July 6, 2026. Under the Credit Agreement, the aggregate amount of initial commitments under the revolving credit facility is $2.75 billion, which could have been increased by $2.25 billion to $5 billion upon the closing date of the proposed merger with Albertsons (such additional commitments, the “Albertsons Closing Date Additional Commitments”). Concurrently with the termination of the Merger Agreement on December 11, 2024, the Albertsons Closing Date Additional Commitments were automatically terminated in accordance with the terms of the Credit Agreement. On and after December 11, 2024, the amount of outstanding commitments under the Credit Agreement is $2.75 billion. Outstanding borrowings under the credit facility, commercial paper borrowings and some outstanding letters of credit reduce funds available under the credit facility. As of November 9, 2024, we had no outstanding commercial paper and no borrowings under our revolving credit facility. The outstanding letters of credit that reduce funds available under our credit facility totaled $1 million as of November 9, 2024.

Current wording

As of May 24, 2025, we maintained a $2.75 billion (with the ability to increase by $2.0 billion), unsecured revolving credit facility that, unless extended, terminates on September 13, 2029. Outstanding borrowings under the credit facility, commercial paper borrowings and some outstanding letters of credit reduce funds available under the credit facility. As of May 24, 2025, we had no outstanding commercial paper and no borrowings under our revolving credit facility. The outstanding letters of credit that reduce funds available under our credit facility totaled $1 million as of May 24, 2025.

Previous wording

As of November 9, 2024, we were in compliance with our bank credit facility financial covenant. Furthermore, management believes it is not reasonably likely that we will fail to comply with the financial covenant in the foreseeable future.

Current wording

Our bank credit facility and the indentures underlying our publicly issued debt contain a financial covenant. As of May 24, 2025, we were in compliance with the financial covenant. Furthermore, management believes it is not reasonably likely that we will fail to comply with this financial covenant in the future.

Previous wording

Total debt, including both the current and long-term portions of obligations under finance leases, of $22.6 billion as of November 9, 2024, increased by $10.4 billion from our fiscal year end 2023 debt of $12.2 billion. This increase resulted primarily from the $10.5 billion issuance of senior notes in the third quarter of 2024. For additional information, see Note 10 and Note 11 to the Consolidated Financial Statements.

Current wording

Total debt, including both the current and long-term portions of obligations under finance leases, of $17.9 billion as of May 24, 2025, remained consistent to our fiscal year end 2024 debt of $17.9 billion. During the first quarter of 2025, we did not have any payments or issuances of senior notes or borrowings or payments that occurred on our revolving credit facility.

Previous wording

During the third quarter of 2024, we invested $9 million to repurchase approximately one hundred and forty-six thousand Kroger common shares at an average price of $55.98 per share. For the first three quarters of 2024, we invested $125 million to repurchase 2.3 million Kroger common shares at an average price of $54.80 per share. The shares repurchased in the third quarter and first three quarters of 2024, were reacquired under a share repurchase program announced on December 6, 1999 to repurchase common shares to reduce dilution resulting from our employee stock option and long-term incentive plans, under which repurchases are limited to proceeds received from exercises of stock options and the tax benefits associated therewith (“1999 Repurchase Program”).

Current wording

During the first quarter of 2025, we invested $181 million to repurchase 2.7 million Kroger common shares at an average price of $67.82 per share. The shares repurchased in the first quarter of 2025 were reacquired under a share repurchase program announced on December 6, 1999 to repurchase common shares to reduce dilution resulting from our employee stock option and long-term incentive plans, under which repurchases are limited to proceeds received from exercises of stock options and the tax benefits associated therewith (“1999 Repurchase Program”).

Previous wording

On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “September 2022 Repurchase Program”). No shares have been repurchased under the September 2022 authorization. During the third quarter of 2022, we paused our share repurchase program to prioritize de-leveraging following the proposed merger with Albertsons.

Current wording

On December 11, 2024, our Board of Directors approved a $7.5 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, including ASR transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “December 2024 Repurchase Program”).

Previous wording

We held cash and temporary cash investments of $13.4 billion as of November 9, 2024, which reflects net proceeds from the $10.5 billion senior notes issuance in the third quarter of 2024, our elevated operating performance over the last few years and paused share repurchase program. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to Board approval, as well as share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy.

Current wording

We held cash and temporary cash investments of $4.7 billion as of May 24, 2025, which reflects our elevated operating performance over the last few years. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to Board approval, as well as share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy.

Previous wording

For additional information about our debt activity in the first three quarters of 2024, see Note 2, Note 10 and Note 11 to the Consolidated Financial Statements.

Current wording

For additional information about our debt activity in the first quarter of 2025, see Note 2 to the Consolidated Financial Statements.