# Kroger Co: Form 10-Q for the period ended May 24, 2025

- Company: [Kroger Co](/companies/kr.md) (CIK 56873)
- Form: 10-Q
- Filed: 2025-06-27
- Accepted by EDGAR: Jun 27, 2025, 20:10 ET
- Period: 2025-05-24
- Accession: 0001558370-25-008960
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/56873/000155837025008960/kr-20250524x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/56873/000155837025008960/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-05-24.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Cash and equivalents | at 2025-05-24 | $4.74bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-05-24 | $15.77bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-05-24 | $53.25bn | us-gaap:Assets |
| Current liabilities | at 2025-05-24 | $16.63bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-05-24 | $44.34bn | us-gaap:Liabilities |
| Long-term debt | at 2025-05-24 | $15.33bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-05-24 | $606.0m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-05-24 | $8.91bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 49,068 characters.

The following analysis should be read in conjunction with the Consolidated Financial Statements.

### CAUTIONARY STATEMENT

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.

Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include:

- The extent to which our sources of liquidity are sufficient to meet our requirements may be affected by the state of the financial markets and the effect that such condition has on our ability to issue commercial paper at acceptable rates. Our ability to borrow under our committed lines of credit, including our bank credit facilities, could be impaired if one or more of our lenders under those lines is unwilling or unable to honor its contractual obligation to lend to us, or in the event that global pandemics, natural disasters or weather conditions interfere with the ability of our lenders to lend to us. Our ability to refinance maturing debt may be affected by the state of the financial markets.
- Our ability to achieve sales, earnings and incremental FIFO operating profit 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 us; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; our 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 our logistics operations; trends in consumer spending; the extent to which our 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 we operate, along with changes in federal policy and at regulatory agencies; our ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; our 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 our 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.
- Our 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.

Statements elsewhere in this report and below regarding our expectations, projections, beliefs, intentions or strategies are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. While we believe that the statements are accurate, uncertainties about the general economy, our labor relations, our ability to execute our plans on a timely basis and other uncertainties described in this report and other reports that we file with the Securities and Exchange Commission could cause actual results to differ materially. We assume no obligation to update the information contained in this report unless required by applicable law.

### OUR VALUE CREATION MODEL – DELIVERING CONSISTENT AND ATTRACTIVE TOTAL SHAREHOLDER RETURN

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.

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.

This will be achieved by:

- Growing identical sales without fuel. Our plan involves maximizing growth opportunities in our retail business and is supported by continued strategic investments in our associates and greater value for our customers to ensure we deliver a full, fresh and friendly experience for every customer, every time. In an effort to serve more households, we will invest in major storing projects that allow us to increase both in store and online sales. As more and more customers incorporate eCommerce into their permanent routines, we expect eCommerce sales to grow at a double-digit rate – a faster pace than other food at home sales – over time; and
- Expanding operating margin through long-term initiatives in gross margin, growing alternative profit businesses and productivity and cost savings initiatives that are focused on simplifying processes and utilizing technology to enhance the associate experience without affecting the customer experience. Together, these will enable us to improve operating margin, while balancing strategic price investments for customers and wage and benefit investments for associates.

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.

We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.

### EXECUTIVE SUMMARY

Kroger delivered solid first quarter results, with strong sales led by pharmacy, eCommerce and Fresh. We made good progress in streamlining our priorities, enhancing customer focus and running great stores to improve the shopping experience. We’re off to a solid start in 2025 and we are optimistic about the rest of the year. Our commitment to driving growth in our core business and moving with speed positions us well for the future. We continue to believe that our strategy focusing on Fresh, *Our Brands* and eCommerce will continue to resonate with customers and our resilient model positions us well to navigate the current environment. We are focused on investing in projects that will maximize return on invested capital over time, while remaining committed to maintaining our current investment grade rating, growing our dividend, subject to board approval, and returning excess capital to shareholders. We are confident that by executing on these key priorities, we will generate long-term growth and attractive shareholder returns.

The following table provides highlights of our financial performance:

### Financial Performance Data

($ in millions, except per share amounts)

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ First Quarter Ended May 24, 2025 ​ | ​ ​ Percentage Change ​ | ​ ​ ​ ​ May 25, ​ 2024 ​ |
| --- | --- | ---: | ---: | ---: |
| Sales | ​ | $45,118 ​ | (0.3)% | $45,269 ​ |
| Sales without fuel | ​ | $40,778 ​ | 1.2% | $40,311 ​ |
| Identical sales excluding fuel and Adjusted Items(1) | ​ | ​ 3.2% | N/A ​ | ​ 0.5% |
| FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps increase (decrease) | ​ | ​ 0.79 ​ | N/A ​ | ​ (0.07) ​ |
| OG&A rate, excluding fuel and Adjusted Items, bps increase | ​ | ​ 0.63 ​ | N/A ​ | ​ 0.22 ​ |
| Operating profit | ​ | $1,322 ​ | 2.2% | $1,294 ​ |
| Adjusted FIFO operating profit | ​ | $1,518 ​ | 1.3% | $1,499 ​ |
| Net earnings attributable to The Kroger Co. | ​ | $866 ​ | (8.6)% | $947 ​ |
| Adjusted net earnings attributable to The Kroger Co. | ​ | $996 ​ | (4.9)% | $1,047 ​ |
| Net earnings attributable to The Kroger Co. per diluted common share | ​ | $1.29 ​ | —% | $1.29 ​ |
| Adjusted net earnings attributable to The Kroger Co. per diluted common share | ​ | $1.49 ​ | 4.2% | $1.43 ​ |
| Dividends paid | ​ | $211 ​ | 0.5% | $210 ​ |
| Dividends paid per common share | ​ | $0.32 ​ | 10.3% | $0.29 ​ |
| Share repurchases | ​ | $181 ​ | N/A ​ | $103 ​ |
| Increase (decrease) in total debt, including obligations under finance leases compared to prior fiscal year end | ​ | $40 ​ | N/A ​ | $(7) ​ |

(1) For the first quarter of 2025, identical sales, excluding fuel, were adjusted to exclude stores involved in the labor disputes in Colorado. Identical sales, excluding fuel, were excluded for the first four weeks of the first quarters of 2025 and 2024 for stores involved in this labor dispute.

### OVERVIEW

Notable items for the first quarter of 2025 are:

#### Shareholder Return

- Achieved net earnings attributable to The Kroger Co. per diluted common share of $1.29, which is consistent with the first quarter of 2024.
- Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $1.49, which represents a 4% increase compared to the first quarter of 2024.
- Achieved operating profit of $1.3 billion, which represents a 2% increase compared to the first quarter of 2024.
- Achieved adjusted FIFO operating profit of $1.5 billion, which represents a 1% increase compared to the first quarter of 2024.
- Generated cash flows from operations of $2.1 billion, which represents an 8% decrease compared to the first quarter of 2024.
- Cash and temporary cash investments increased by $779 million from $4.0 billion as of fiscal year end 2024 to $4.7 billion as of May 24, 2025.
- Returned $392 million to shareholders from share repurchases and dividend payments.

#### Other Financial Results

- Identical sales, excluding fuel and Adjusted Items, increased 3.2% in the first quarter of 2025, compared to the first quarter of 2024. Our sales growth was led by strong pharmacy, eCommerce and Fresh sales.
- eCommerce sales increased 15% in the first quarter of 2025, compared to the first quarter of 2024. eCommerce sales include products ordered online and picked up at our stores and our Delivery and Ship solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. Our Ship solutions primarily include online orders placed through our owned platforms that are dispatched using mail service or third-party courier. eCommerce sales growth was led by strong demand for our Delivery solutions. During the first quarter of 2025, we delivered our best eCommerce profit improvement yet on a quarter over quarter basis.

#### Significant Events

- During the first quarter of 2025, we recognized store closure costs of $100 million, $77 million net of tax, related to the planned closing of approximately 60 stores over the next 18 months. As a result of these store closures, we expect a modest financial benefit and we are committed to reinvesting these savings back into the customer experience. We will offer roles in other stores to all associates currently employed at the affected stores.
- In addition to the recurring multi-employer pension contributions we make in the normal course of business, we contributed an incremental $60 million, $46 million net of tax, to multi-employer pension plans, helping stabilize future associate benefits and allowing us to pre-fund future requirements. Total multi-employer pension contributions drove a 29 basis point increase in our operating, general and administrative expenses (“OG&A”) rate in the first quarter of 2025, compared to the first quarter of 2024 (the “2025 Multi-Employer Pension Contributions”).

### USE OF NON-GAAP FINANCIAL MEASURES

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with generally accepted accounting principles (“GAAP”). We provide non-GAAP measures, including First-In, First-Out (“FIFO”) gross margin, FIFO operating profit, adjusted FIFO operating profit, adjusted net earnings and adjusted net earnings per diluted share because management believes these metrics are useful to investors and analysts. These non- GAAP financial measures should not be considered as an alternative to gross margin, operating profit, net earnings and net earnings per diluted share or any other GAAP measure of performance. These measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP.

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.

We calculate FIFO operating profit as operating profit excluding the LIFO charge. FIFO operating profit is an important measure used by management, and management believes FIFO operating profit is a useful metric to investors and analysts because it measures the operational effectiveness of our financial model.

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”:

- Charges to OG&A of $100 million, $77 million net of tax, for store closures; $15 million, $11 million net of tax, for merger-related litigation costs; $22 million, $17 million net of tax, for opioid settlement charges and vendor reserves and a credit to OG&A of $21 million, $16 million net of tax, for executive stock compensation for a former executive (the “2025 OG&A Adjusted Items”).
- A loss in other income (expense) of $19 million, $15 million net of tax, for the unrealized loss on investments (the “2025 Other Income (Expense) Adjusted Item”).
- A reduction to income tax expense of $7 million for executive stock compensation for a former executive income tax adjustment (the “2025 Income Tax Expense Adjusted Item”).
- A net charge to Sales, Merchandise costs and OG&A of $44 million, $33 million net of tax, for labor dispute charges (the “Labor Dispute”).

Net earnings for the first quarter of 2024 include the following, which we define as the “2024 Adjusted Items”:

- Charges to OG&A of $175 million, $143 million net of tax, for merger related costs (the “2024 OG&A Adjusted Item”).
- A gain in other income (expense) of $16 million, $12 million net of tax, for the gain on investments (the “2024 Other Income (Expense) Adjusted Item”).
- A reduction to income tax expense of $31 million due to a held for sale income tax adjustment related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”).

Please refer to the “Net Earnings per Diluted Share excluding the Adjusted Items” table below for reconciliations of certain non-GAAP financial measures reported in this Quarterly Report on Form 10-Q to the most comparable GAAP financial measures and related disclosure.

The following table provides a reconciliation of net earnings attributable to The Kroger Co. to adjusted net earnings attributable to The Kroger Co. and a reconciliation of net earnings attributable to The Kroger Co. per diluted common share to adjusted net earnings attributable to The Kroger Co. per diluted common share, excluding the 2025 and 2024 Adjusted Items:

### Net Earnings per Diluted Share excluding the Adjusted Items

($ in millions, except per share amounts)

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ First Quarter Ended May 24, 2025 | ​ ​ | ​ ​ May 25, 2024 | ​ ​ | ​ ​ ​ Percentage Change ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Net earnings attributable to The Kroger Co. | ​ | $866 | ​ | $947 |  | ​ ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| (Income) expense adjustments | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Adjustment for loss (gain) on investments(1)(2) | ​ | ​ 15 | ​ | ​ (12) | ​ | ​ ​ |
| Adjustment for labor dispute charges(1)(3) | ​ | ​ 33 | ​ | ​ — | ​ | ​ ​ |
| Adjustment for store closures(1)(4) | ​ | ​ 77 | ​ | ​ — | ​ | ​ ​ |
| Adjustment for executive stock compensation for a former executive(1)(5) | ​ | ​ (16) | ​ | ​ — | ​ | ​ ​ |
| Adjustment for merger-related costs(1)(6) | ​ | ​ — | ​ | ​ 143 | ​ | ​ ​ |
| Adjustment for merger-related litigation costs(1)(7) | ​ | ​ 11 | ​ | ​ — | ​ | ​ ​ |
| Adjustment for opioid settlement charges and vendor reserves(1)(8) | ​ | ​ 17 | ​ | ​ — | ​ | ​ ​ |
| Executive stock compensation for a former executive income tax adjustment | ​ | ​ (7) | ​ | ​ — | ​ | ​ ​ |
| Held for sale income tax adjustment | ​ | — | ​ | (31) | ​ | ​ ​ |
| 2025 and 2024 Adjusted Items | ​ | ​ 130 | ​ | ​ 100 | ​ | ​ ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Net earnings attributable to The Kroger Co. excluding the Adjusted Items | ​ | $996 | ​ | $1,047 |  | (4.9)% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Net earnings attributable to The Kroger Co. per diluted common share | ​ | $1.29 | ​ | $1.29 |  | ​ ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| (Income) expense adjustments | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Adjustment for loss (gain) on investments(9) | ​ | ​ 0.02 | ​ | ​ (0.02) | ​ | ​ ​ |
| Adjustment for labor dispute charges(9) | ​ | ​ 0.05 | ​ | ​ — | ​ | ​ ​ |
| Adjustment for store closures(9) | ​ | ​ 0.12 | ​ | ​ — | ​ | ​ ​ |
| Adjustment for executive stock compensation for a former executive(9) | ​ | ​ (0.03) | ​ | ​ — | ​ | ​ ​ |
| Adjustment for merger-related costs(9) | ​ | ​ — | ​ | ​ 0.20 | ​ | ​ ​ |
| Adjustment for merger-related litigation costs(9) | ​ | ​ 0.02 | ​ | ​ — | ​ | ​ ​ |
| Adjustment for opioid settlement charges and vendor reserves(9) | ​ | ​ 0.03 | ​ | ​ — | ​ | ​ ​ |
| Executive stock compensation for a former executive income tax adjustment(9) | ​ | ​ (0.01) | ​ | ​ — | ​ | ​ ​ |
| Held for sale income tax adjustment(9) | ​ | ​ — | ​ | ​ (0.04) | ​ | ​ ​ |
| 2025 and 2024 Adjusted Items | ​ | 0.20 | ​ | 0.14 | ​ | ​ ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Adjusted net earnings attributable to The Kroger Co. per diluted common share | ​ | $1.49 | ​ | $1.43 |  | 4.2% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Average number of common shares used in diluted calculation | ​ | 664 | ​ | 727 | ​ | ​ ​ |

(1) The amounts presented represent the after-tax effect of each adjustment, which was calculated using discrete tax rates.

(2) The pre-tax adjustment for loss (gain) on investments was $19 in the first quarter of 2025 and $(16) in the first quarter of 2024.

(3) The pre-tax adjustment for labor dispute charges was $44.

(4) The pre-tax adjustment for store closures was $100.

(5) The pre-tax adjustment for executive stock compensation for a former executive was $(21).

(6) The pre-tax adjustment for merger-related costs was $175.

(7) The pre-tax adjustment for merger-related litigation costs was $15.

(8) The pre-tax adjustment for opioid settlement charges and vendor reserves was $22.

(9) The amount presented represents the net earnings (loss) per diluted common share effect of each adjustment.

### RESULTS OF OPERATIONS

#### Sales

### Total Sales

($ in millions)

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ First Quarter Ended May 24, 2025 | ​ ​ | ​ ​ Percentage ​ Change(1) | ​ ​ May 25, 2024 | ​ ​ | ​ ​ ​ Percentage ​ Change(2) |
| --- | --- | --- | --- | ---: | --- | --- | ---: |
| Total sales to retail customers without fuel(3) | ​ | $40,401 | ​ | 1.1% | $39,967 | ​ | 0.6% |
| Supermarket fuel sales | ​ | ​ 4,340 | ​ | (12.5)% | ​ 4,958 | ​ | (2.7)% |
| Other sales(4) | ​ | ​ 377 | ​ | 9.6% | ​ 344 | ​ | 6.8% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| Total sales | ​ | $45,118 | ​ | (0.3)% | $45,269 | ​ | 0.2% |

(1) This column represents the percentage change in the first quarter of 2025, compared to the first quarter of 2024.

(2) This column represents the percentage change in the first quarter of 2024, compared to the first quarter of 2023.

(3) eCommerce sales are included in the “Total sales to retail customers without fuel” line above. eCommerce sales increased 15% in the first quarter of 2025, compared to the first quarter of 2024. eCommerce sales include products ordered online and picked up at our stores and our Delivery and Ship solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. Our Ship solutions primarily include online orders placed through our owned platforms that are dispatched using mail service or third-party courier. eCommerce sales growth was led by strong demand for our Delivery solutions, which grew by 20% in the first quarter of 2025, compared to the first quarter of 2024.

(4) Other sales primarily relate to external sales at food production plants, third-party media revenue and data analytic services. The increase in the first quarter of 2025, compared to the first quarter of 2024, is primarily due to an increase in external sales at food production plants and third-party media revenue.

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.

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.

### Identical Sales

($ in millions)

| ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Excluding Adjusted Items(1) First Quarter Ended May 24, 2025 | ​ ​ ​ ​ Percentage ​ Change(2) | ​ ​ May 25, 2024 | ​ ​ ​ ​ ​ Percentage Change(3) |
| --- | ---: | ---: | ---: | ---: |
| Excluding Fuel | $39,766 | 3.2% | $38,535 | 0.5% |

(1) Identical sales, excluding fuel, were adjusted to exclude stores involved in the labor disputes in Colorado. Identical sales, excluding fuel, were excluded for the first four weeks of the first quarters of 2025 and 2024 for stores involved in this labor dispute.

(2) This column represents the percentage change in identical sales in the first quarter of 2025, compared to the first quarter of 2024.

(3) This column represents the percentage change in identical sales in the first quarter of 2024, compared to the first quarter of 2023.

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ First Quarter Ended May 24, 2025 | ​ ​ ​ ​ Percentage ​ Change(1) | ​ ​ May 25, 2024 | ​ ​ ​ ​ Percentage Change(2) |
| --- | ---: | ---: | ---: | ---: |
| Excluding Fuel | $40,027 | 3.0% | $38,867 | 0.5% |

(1) This column represents the percentage change in identical sales in the first quarter of 2025, compared to the first quarter of 2024.

(2) This column represents the percentage change in identical sales in the first quarter of 2024, compared to the first quarter of 2023.

#### Gross Margin, LIFO and FIFO Gross Margin

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.

The following table provides the calculation of gross profit and gross margin in accordance with GAAP:

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ First Quarter Ended May 24, ​ 2025 ​ | ​ ​ ​ | ​ ​ ​ ​ May 25, ​ 2024 ​ |
| --- | --- | --- | --- | --- |
| Sales | ​ | $45,118 ​ | ​ | $45,269 ​ |
| Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization | ​ | ​ 34,551 ​ | ​ | ​ 35,124 ​ |
| Rent | ​ | ​ 18 ​ | ​ | ​ 23 ​ |
| Depreciation and amortization | ​ | ​ 193 ​ | ​ | ​ 181 ​ |
| Gross profit | ​ | $10,356 ​ | ​ | $9,941 ​ |
| ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ |
| Gross margin | ​ | ​ 23.0% | ​ | ​ 22.0% |

We define 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 LIFO charge, rent and depreciation and amortization.

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.

#### Operating, General and Administrative Expenses

OG&A expenses consist primarily of employee-related costs such as wages, healthcare benefit costs, retirement plan costs, utilities, and credit card fees. Rent expense, depreciation and amortization expense, and interest expense are not included in OG&A.

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.

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.

Excluding the effect of fuel, Kroger Specialty Pharmacy, the 2025 OG&A Adjusted Items, the Labor Dispute, the 2024 OG&A Adjusted Items and the 2025 Multi-Employer Pension Contributions, our OG&A rate was relatively flat in the first quarter of 2025, compared to the first quarter of 2024.

#### Rent Expense

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

#### Depreciation and Amortization Expense

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.

#### Operating Profit and FIFO Operating Profit

Operating profit was $1.3 billion, or 2.93% of sales, for the first quarter of 2025, compared to $1.3 billion, or 2.86% of sales, for the first quarter of 2024. Operating profit, as a percentage of sales, increased 7 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.

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.

Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section.

The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2025 and 2024 Adjusted Items:

### Operating Profit excluding the Adjusted Items

($ in millions)

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ First Quarter Ended May 24, 2025 | ​ ​ | ​ ​ May 25, 2024 |
| --- | --- | --- | --- | --- |
| Operating profit | ​ | $1,322 | ​ | $1,294 |
| LIFO charge | ​ | ​ 40 | ​ | ​ 41 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |
| FIFO Operating profit | ​ | 1,362 | ​ | ​ 1,335 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |
| Adjustment for merger-related costs(1) | ​ | ​ — | ​ | ​ 175 |
| Adjustment for merger-related litigation costs | ​ | ​ 15 | ​ | ​ — |
| Adjustment for opioid settlement charges and vendor reserves | ​ | ​ 22 | ​ | ​ — |
| Adjustment for labor dispute charges | ​ | ​ 44 | ​ | ​ — |
| Adjustment for store closures | ​ | ​ 100 | ​ | ​ — |
| Adjustment for executive stock compensation for a former executive | ​ | ​ (21) | ​ | ​ — |
| Other | ​ | ​ (4) | ​ | ​ (11) |
| ​ | ​ | ​ ​ | ​ | ​ ​ |
| 2025 and 2024 Adjusted items | ​ | ​ 156 | ​ | ​ 164 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |
| Adjusted FIFO operating profit excluding the adjusted items above | ​ | $1,518 | ​ | $1,499 |

(1) Merger-related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons Companies, Inc.

#### Net Interest Expense

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.

#### Income Taxes

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.

#### Net Earnings and Net Earnings Per Diluted Share

Our net earnings are based on the factors discussed in the Results of Operations section.

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.

### LIQUIDITY AND CAPITAL RESOURCES

#### Cash Flow Information

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

| ​ ​ ​ ​ ​ Net cash provided by (used in) | ​ ​ ​ ​ ​ | ​ ​ ​ First Quarter Ended May 24, 2025 ​ ​ | ​ ​ ​ ​ | ​ ​ May 25, 2024 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Operating activities | ​ | $2,149 | ​ | $2,342 |
| Investing activities | ​ | ​ (1,039) | ​ | ​ (1,014) |
| Financing activities | ​ | ​ (331) | ​ | ​ (348) |
| Net increase in cash and temporary cash investments | ​ | $779 | ​ | $980 |

#### Net cash provided by operating activities

We generated $2.1 billion of cash from operations in the first quarter of 2025 compared to $2.3 billion in the first quarter of 2024. The decrease in cash generated from operations was primarily due to the following:

- Cash flows for inventory were less favorable for the first quarter of 2025, compared to the first quarter of 2024, due to strategic forward buys made during the first quarter of 2025; and
- Cash flows for accounts payable were more favorable in the first quarter of 2024, compared to the first quarter of 2025, due to an increase in accounts payable at the end of the first quarter of 2024, compared to fiscal year end 2023, primarily due to timing of payments and management’s focus on working capital improvements;
- Partially offset by cash flows for prepaid and other current assets were more favorable in the first quarter of 2025, compared to the first quarter of 2024, due to an increase in prepaid and other current assets at the end of the first quarter of 2024, compared to fiscal year end 2023, primarily related to an escrow payment for settlement charges under the nationwide opioid settlement framework.

Cash paid for interest increased in the first quarter of 2025, compared to the first quarter of 2024, primarily due to increased interest payments related to the $5.8 billion of senior notes issued in the third quarter of 2024 and not redeemed in the fourth quarter of 2024. Cash paid for taxes increased in the first quarter of 2025, compared to the first quarter of 2024, primarily due to applying a 2023 tax overpayment to reduce our estimated tax payments in 2024.

#### Net cash used by investing activities

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.

#### Net cash used by financing activities

The cash used for financing activities of $331 million in the first quarter of 2025 was consistent with the cash used for financing activities of $348 million in the first quarter of 2024.

#### Capital Investments

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.

#### Debt Management

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.

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.

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.

#### Common Share Repurchase Programs

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”).

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”).

On December 19, 2024, we entered into an ASR agreement with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreement will be completed under the December 2024 Repurchase Program. During 2024, we funded $5.0 billion and received a $4.0 billion initial delivery of approximately 65.6 million Kroger common shares at an average price of $61.54 per share, which includes excise taxes related to the shares repurchased. The total number of shares purchased by the Company pursuant to the ASR agreement will be based on the average of the volume-weighted average prices of Kroger common shares on specified dates during the term of each ASR agreement, less a discount, and subject to adjustments pursuant to the terms and conditions of the ASR agreement. Final settlement under the ASR agreement is expected to occur no later than the third fiscal quarter of our Fiscal 2025.

As of May 24, 2025, there was $2.5 billion remaining under the December 2024 Repurchase Program, which reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December 2024 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time.

#### Liquidity Needs

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.

We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of May 24, 2025, cash flows from our operating activities and other sources of liquidity, including borrowings under our commercial paper program and bank credit facility. Our short-term and long-term liquidity needs include anticipated requirements for working capital to maintain our operations, pension plan commitments, interest payments and scheduled principal payments of debt and commercial paper, servicing our lease obligations, self-insurance liabilities, capital investments, scheduled opioid settlement payments and other purchase obligations. We may also require additional capital in the future to fund organic growth opportunities, additional customer fulfillment centers, joint ventures or other business partnerships, property development, acquisitions, dividends and share repurchases. In addition, we generally operate with a working capital deficit due to our efficient use of cash in funding operations and because we have consistent access to the capital markets. We believe we have adequate coverage of our debt covenants to continue to maintain our current investment grade debt ratings and to respond effectively to competitive conditions.

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

### CRITICAL ACCOUNTING ESTIMATES

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our critical accounting policies are summarized in Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could vary from those estimates. There has been no material change to our critical accounting estimates since the filing of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

## Market risk

As filed, 364 characters.

There have been no material changes in our exposure to market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

As of May 24, 2025, we had no forward-starting interest rate swap agreements or treasury lock agreements outstanding.

## Controls and procedures

As filed, 2,049 characters.

The Interim Chief Executive Officer and the Chief Financial Officer, together with a disclosure review committee appointed by the Interim Chief Executive Officer, evaluated Kroger’s disclosure controls and procedures as of the quarter ended May 24, 2025, the end of the period covered by this report. Based on that evaluation, Kroger’s Interim Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company is in the process of implementing a broad, multi-year, technology transformation project to modernize mainframe, middleware and legacy systems to achieve better process efficiencies across customer service, merchandising, sourcing, payroll and accounting through the use of various solutions. There have been no material additional implementations of modules during the quarter ended May 24, 2025. As the Company’s technology transformation project continues, the Company continues to emphasize the maintenance of effective internal control and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase and will evaluate as additional phases are deployed.

There were no changes in Kroger’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, Kroger’s internal control over financial reporting during the quarter ended May 24, 2025.

Filed Jun 27, 2025.
Source: SEC EDGAR, the filing index for accession 0001558370-25-008960. Last ingested by Listed: Oct 24, 2026, 14:53 ET. No prices; not investment advice.