Form 8-K/A

8-K/A — KROGER CO

Accession: 0001104659-26-106941

Filed: 2026-09-11

Period: 2026-09-11

CIK: 0000056873

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2625060d2_8ka.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625060d2_ex99-1.htm)

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8-K/A — FORM 8-K/A

8-K/A (Primary)

Filename: tm2625060d2_8ka.htm · Sequence: 1

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2026-09-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : September 11, 2026

(Date of earliest event

reported)

The Kroger Co.

(Exact

name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address

of principal executive offices, including zip code)

Registrant’s telephone number, including

area code: (513) 762-4000

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common

Stock $1 par value

NYSE

Indicate by

check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On September 11, 2026, The Kroger Co. (NYSE:KR) issued a press release

announcing its second quarter 2026 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated September 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

September 11, 2026

By:

/s/ George H. Vincent

George H. Vincent

Executive Vice President, General Counsel and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625060d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

Kroger Reports Second

Quarter 2026 Results

and Updates Guidance for 2026

Second Quarter Highlights

· Identical Sales without fuel increased 0.2%

· Operating Profit of $971 million; EPS of $1.05

· Adjusted

FIFO Operating Profit of $1,076 million and Adjusted EPS of $1.09

· Adjusted

eCommerce sales grew +20%1; Kroger Precision Marketing profit grew +24%

CINCINNATI, September 11, 2026 – The Kroger Co. (NYSE: KR)

today reported results for its second quarter ended August 15, 2026. Kroger reaffirmed its full-year adjusted net earnings per diluted

share guidance, lowered its full-year 2026 identical sales without fuel guidance, and shared progress on key priorities.

Comments from CEO Greg Foran

“Kroger delivered a solid second quarter, with adjusted EPS growth

of 5 percent. I am pleased with the progress we are making. Our teams kept driving value for customers, improving execution in our stores,

growing eCommerce profitably and managing costs with discipline. Improving sales momentum remains a top priority. While there is more

work to do, I am confident in our plan to become America's favorite grocer."

1 Adjusted eCommerce sales exclude the effect of fulfillment

center exits in markets where Kroger does not operate stores, the sale of Vitacost, and the discontinuation of Ship Marketplace.

Second Quarter Financial Results

2Q26

($ in millions; except EPS)

2Q25

($ in millions; except EPS)

ID Sales(1) (Table 4)

0.2%

3.4%

Earnings Per Share

$1.05

$0.91

Adjusted EPS (Table 6)

$1.09

$1.04

Operating Profit

$971

$863

Adjusted FIFO Operating Profit (Table 7)

$1,076

$1,091

Gross Margin (Table 8)

22.4%

22.5%

FIFO Gross Margin Rate(2)

Increased 13 basis points

OG&A Rate(3)

Increased 33 basis points

(1) Without fuel and includes an

unfavorable 138 basis point impact from the Inflation Reduction Act.

(2) Without rent, depreciation

and amortization, fuel and adjustment items, if applicable.

(3) Without fuel and adjustment

items, if applicable.

Total company sales were $34.6 billion in the second quarter compared

to $33.9 billion for the same period last year. Excluding fuel, the sale of Vitacost and the exit of certain fulfillment centers, sales

increased 0.1% compared to the same period last year.

Gross margin was 22.4% of sales for the second quarter compared to

22.5% for the same period last year. The decrease in rate was primarily driven by the mix effect of higher fuel sales, higher shrink,

higher transportation costs and greater value delivered for customers. These pressures were partially offset by improvement in eCommerce

profitability and media, favorable pharmacy mix, sourcing initiatives, tariff refunds, the decreased LIFO charge and depreciation and

amortization.

The FIFO gross margin rate, excluding rent, depreciation and amortization,

and fuel increased 13 basis points compared to the same period last year. The improvement was primarily driven by improvement in eCommerce

profitability and media, favorable pharmacy mix, sourcing initiatives and tariff refunds. These benefits were partially offset by higher

shrink, higher transportation costs and greater value delivered for customers.

The LIFO charge for the quarter was $39 million, compared to a LIFO

charge of $62 million for the same period last year.

The Operating, General and Administrative rate, excluding fuel

and adjustment items, increased 33 basis points compared to the same period last year. The increase was primarily attributable to

planned investments in associate wages, increased health care costs, and sales deleverage, partially offset by lower incentive plan

costs and ongoing productivity initiatives.

Capital Allocation

Kroger expects to continue to generate strong

free cash flow and remains committed to investing in the business to drive long-term sustainable net earnings growth, as well as maintaining

its current investment grade debt rating. The Company expects to continue to pay its quarterly dividend and expects this to increase over

time, subject to board approval.

Earlier this quarter, Kroger increased its

dividend by 11%, marking the 20th consecutive year of dividend increases. Additionally, during the quarter, Kroger repurchased $1.0 billion

in shares and year-to-date has repurchased $1.2 billion in shares under the $2 billion board authorization announced in December 2025.

As of the end of the second quarter, approximately $800 million remains of the authorization, and Kroger expects to complete the remaining

repurchases by the end of fiscal 2026.

Kroger’s net total debt to adjusted

EBITDA ratio is 1.91, compared to 1.63 a year ago (Table 5). The company’s net total debt to adjusted EBITDA ratio target range

is 2.30 to 2.50. Kroger’s strong balance sheet provides ample opportunities for the Company to invest in the business and enhance

shareholder value.

Full-Year 2026 Guidance*

Adjusted

Metric*

FY26

Guidance as of

June 18, 2026

FY26

Guidance as of

September 11, 2026

Identical

Sales without fuel**

1.0%

- 2.0%

0.2%

- 0.8%

FIFO

Operating Profit

$5.0

- $5.2 billion

$5.0

- $5.2 billion

EPS

$5.10

- $5.30

$5.10

- $5.30

Free

Cash Flow

$2.7

- $2.9 billion

$2.7

- $2.9 billion

Cap

$3.8

- $4.0 billion

$3.8

- $4.0 billion

Tax

Rate***

23%

* Without adjusted items, if applicable. Kroger is unable to provide

a full reconciliation of the GAAP and non-GAAP measures used in 2026 guidance without unreasonable effort because it is not possible to

predict certain of our adjustment items with a reasonable degree of certainty. This information is dependent upon future events and may

be outside of our control and its unavailability could have a significant impact on 2026 GAAP financial results.

** Includes approximately 140 basis points unfavorable impact from

the Inflation Reduction Act.

*** The adjusted tax rate reflects typical tax adjustments and does

not reflect changes to the rate from the completion of income tax audit examinations and changes in tax laws and policies, which cannot

be predicted.

Comments from CFO David Kennerley

“Our second quarter results demonstrate the resiliency of Kroger's

business model and the discipline with which our teams are executing. Adjusted earnings per diluted share grew 5%, driven by cost savings,

strong pharmacy and fuel performance, and improvement in the profitability of our eCommerce business.

Given our first half results and the macro environment, we are updating

our identical sales without fuel guidance to a new range of 0.2% to 0.8%, which includes an approximately 140 basis point headwind from

the Inflation Reduction Act. We are reaffirming our adjusted FIFO net operating profit and adjusted earnings per diluted share guidance,

reflecting our confidence and visibility into the same factors that drove our profitability in the second quarter. We will continue to

invest in the business for growth, manage our margins with discipline and create long-term shareholder value.”

Kroger will host an investor update meeting on October 20, 2026. Additional

details regarding the Company’s strategic initiatives and longer-term financial targets will be shared at that event.

About Kroger

The Kroger Co. (NYSE: KR) is one of America’s largest retailers,

serving more than 11 million customers daily through a digital shopping experience and retail food stores under a variety of banner names.

With more than 400,000 associates across our family of companies, Kroger is committed to providing America with affordable, great-tasting

food and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor relations site.

Kroger's second quarter 2026 ended on August

15, 2026.

Note: Fuel sales have historically had a low

gross margin rate and operating expense rate as compared to corresponding rates on non-fuel sales. As a result, Kroger discusses the changes

in these rates excluding the effect of fuel.

Please refer to the supplemental information

presented in the tables for reconciliations of the non-GAAP financial measures used in this press release to the most comparable GAAP

financial measure and related disclosure. As noted above, Kroger is unable to provide a full reconciliation of the GAAP and non-GAAP measures

used in its guidance without unreasonable effort because it is not possible to predict certain of our adjustment items with a reasonable

degree of certainty. This information is dependent upon future events and may be outside of our control and its unavailability could have

a significant impact on GAAP financial results.

This press release contains certain statements

that constitute “forward-looking statements” about Kroger’s financial position and the future performance of the company.

These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements

are indicated by words or phrases such as “achieve,” “committed,” “confidence,” “continue,”

“drive,” “expect,” “focused,” “future,” “guidance,” “may,” “model,”

“opportunities,” “outlook,” “remain,” “strategy,” “target,” “trends,”

“visibility,” “will,” and variations of such words and similar phrases. Various uncertainties and other factors

could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk

factors identified in “Risk Factors” in our annual report on Form 10-K for our last fiscal year and any subsequent filings,

as well as the following:

Kroger's ability to achieve sales, earnings,

incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: labor negotiations; potential work stoppages;

changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and

numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, and the aggressiveness

of that competition; Kroger's response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary

and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including

wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending;

volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs related to Kroger’s logistics operations;

trends in consumer spending; the extent to which Kroger’s customers exercise caution in their purchasing in response to economic

conditions; the uncertainty of economic growth or recession; stock repurchases; changes in the regulatory environment in which Kroger

operates, along with changes in federal policy and at state and federal regulatory agencies; Kroger’s ability to retain pharmacy

sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger’s ability to

negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health

crises or other significant catastrophic events; the potential costs and risks associated with potential cyber-attacks or data security

breaches; the success of Kroger's future growth plans; the ability to execute our growth strategy and value creation model, including

continued cost savings, growth of our media business, and our ability to better serve our customers and to generate customer loyalty and

sustainable growth through our strategic pillars of fresh, our brands, personalization, and eCommerce; the outcome of litigation matters,

including those relating to the terminated transaction with Albertsons; and the risks relating to or arising from our opioid litigation

settlements, including the risk of litigation relating to persons, entities, or jurisdictions that do not participate in those settlements.

Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute

our financial strategy may be affected by our ability to generate cash flow.

Kroger’s adjusted effective tax rate

may differ from the expected rate due to changes in tax laws and policies, the status of pending items with various taxing authorities,

and the deductibility of certain expenses.

Kroger assumes no obligation to update the

information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange

Commission for a further discussion of these risks and uncertainties.

Note: Kroger's quarterly conference call

with investors will broadcast live at 8 a.m. (ET) on September 11, 2026 at ir.kroger.com. An on-demand replay of the webcast

will be available at approximately 1 p.m. (ET) on Friday, September 11, 2026.

2nd Quarter 2026 Tables Include:

1. Consolidated

Statements of Operations

2. Consolidated

Balance Sheets

3. Consolidated

Statements of Cash Flows

4. Supplemental

Sales Information

5. Reconciliation

of Net Total Debt and Net Earnings Attributable to The Kroger Co. to Adjusted EBITDA

6. Net

Earnings Per Diluted Share Excluding the Adjustment Items

7. Operating

Profit Excluding the Adjustment Items

8. Gross

Margin

--30--

Contacts: Media: Erin Rolfes (513) 762-1080; Investors: Rob Quast (513)

762-4969

Table 1.

THE KROGER CO.

CONSOLIDATED STATEMENTS

OF OPERATIONS

(in

millions, except per share amounts)

(unaudited)

SECOND QUARTER

YEAR-TO-DATE

2026

2025

2026

2025

SALES

$ 34,621

100.0 %

$ 33,940

100.0 %

$ 80,742

100.0 %

$ 79,058

100.0 %

OPERATING

EXPENSES

MERCHANDISE

COSTS, INCLUDING ADVERTISING, WAREHOUSING

AND TRANSPORTATION (a), AND

LIFO CHARGE (b)

26,763

77.3

26,130

77.0

62,256

77.1

60,681

76.8

OPERATING,

GENERAL AND ADMINISTRATIVE (a)

5,952

17.2

5,967

17.6

13,915

17.2

13,890

17.6

RENT

198

0.6

202

0.6

467

0.6

473

0.6

DEPRECIATION

AND AMORTIZATION

737

2.1

778

2.3

1,726

2.1

1,829

2.3

OPERATING

PROFIT

971

2.8

863

2.5

2,378

2.9

2,185

2.8

OTHER

INCOME (EXPENSE)

NET

INTEREST EXPENSE

(156 )

(0.5 )

(144 )

(0.4 )

(365 )

(0.5 )

(343 )

(0.4 )

NON-SERVICE

COMPONENT OF COMPANY-SPONSORED PENSION

PLAN EXPENSE

(9 )

(3 )

(16 )

(4 )

GAIN

ON INVESTMENTS

0.1

NET

EARNINGS BEFORE INCOME TAX EXPENSE

840

2.4

772

2.3

2,017

2.5

1,875

2.4

INCOME

TAX EXPENSE

198

0.6

162

0.5

471

0.6

397

0.5

NET

EARNINGS INCLUDING NONCONTROLLING INTERESTS

642

1.9

610

1.8

1,546

1.9

1,478

1.9

NET

INCOME ATTRIBUTABLE TO NONCONTROLLING

INTERESTS

NET

EARNINGS ATTRIBUTABLE TO THE KROGER CO.

$ 641

1.9 %

$ 609

1.8 %

$ 1,543

1.9 %

$ 1,475

1.9 %

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. PER

BASIC COMMON SHARE

$ 1.05

$ 0.91

$ 2.52

$ 2.22

AVERAGE NUMBER OF

COMMON SHARES USED IN BASIC

CALCULATION

606

662

610

661

NET

EARNINGS ATTRIBUTABLE TO THE KROGER CO. PER DILUTED COMMON

$ 1.05

$ 0.91

$ 2.51

$ 2.20

AVERAGE NUMBER OF

COMMON SHARES USED IN DILUTED

CALCULATION

608

665

612

664

DIVIDENDS DECLARED

PER COMMON SHARE

$ 0.39

$ 0.35

$ 0.74

$ 0.67

Note: Certain

percentages may not sum due to rounding.

Note: The

Company defines First-In First-Out (FIFO) gross profit as sales minus merchandise costs,

including advertising, warehousing and transportation, but excluding the Last-In First-Out

(LIFO) charge, rent and depreciation and amortization.

The

Company defines FIFO gross margin as FIFO gross profit divided by sales.

The

Company defines FIFO operating profit as operating profit excluding the LIFO charge.

The

Company defines FIFO operating margin as FIFO operating profit divided by sales.

The

above FIFO financial metrics are important measures used by management to evaluate operational

effectiveness. Management believes these FIFO

financial metrics are useful to investors and analysts because they measure our day-to-day

operational effectiveness.

(a) Merchandise

costs ("COGS") and operating, general and administrative expenses ("OG&A")

exclude depreciation and amortization expense and rent expense which are included in separate

expense lines.

(b) LIFO

charges of $39 and $62 were recorded in the second quarters of 2026 and 2025, respectively.

For the year-to-date period, LIFO charges of $91 and $102 were recorded for 2026 and 2025,

respectively.

Table

THE

KROGER CO.

CONSOLIDATED

BALANCE SHEETS

(in

millions)

(unaudited)

August 15,

August 16,

2026

2025

ASSETS

Current Assets

Cash

$ 201

$ 215

Temporary cash investments

1,475

4,668

Store deposits in-transit

1,060

1,133

Receivables

2,187

2,211

Inventories

7,282

6,843

Prepaid and other current assets

721

735

Total current assets

12,926

15,805

Property, plant and equipment, net

25,265

25,947

Operating lease assets

6,753

6,812

Intangibles, net

848

866

Goodwill

2,624

2,674

Other assets

1,075

1,486

Total Assets

$ 49,491

$ 53,590

LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities

Current portion of long-term debt including

obligations under finance leases

$ 1,838

$ 827

Current portion of operating lease liabilities

664

673

Accounts payable

10,775

10,183

Accrued salaries and wages

1,206

1,315

Other current liabilities

3,935

3,701

Total current liabilities

18,418

16,699

Long-term debt including obligations under finance leases

15,159

17,132

Noncurrent operating lease liabilities

6,497

6,546

Deferred income taxes

1,184

1,387

Pension and postretirement benefit obligations

409

376

Other long-term liabilities

1,978

2,173

Total Liabilities

43,645

44,313

Shareowners' equity

5,846

9,277

Total Liabilities and Shareowners' Equity

$ 49,491

$ 53,590

Total common shares outstanding at end of period

596

662

Total diluted shares year-to-date

612

664

Table

THE

KROGER CO.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(in

millions)

(unaudited)

YEAR-TO-DATE

2026

2025

CASH

FLOWS FROM OPERATING ACTIVITIES:

Net

earnings including noncontrolling interests

$ 1,546

$ 1,478

Adjustments

to reconcile net earnings including noncontrolling interests

to net cash provided by operating activities:

Depreciation

and amortization

1,726

1,829

Asset

impairment and store closure charges

114

Operating

lease asset amortization

314

318

LIFO

charge

102

Share-based

employee compensation

101

Deferred

income taxes

(31 )

Gain

on the sale of assets

(26 )

(6 )

Gain

on investments

(20 )

(37 )

Other

(29 )

Changes

in operating assets and liabilities:

Store

deposits in-transit

185

179

Receivables

(162 )

(12 )

Inventories

(460 )

Prepaid

and other current assets

(85 )

(91 )

Accounts

payable

(4 )

(14 )

Accrued

expenses

181

Income

taxes receivable and payable

219

Operating

lease liabilities

(367 )

(291 )

Other

(186 )

(183 )

Net

cash provided by operating activities

3,085

3,688

CASH

FLOWS FROM INVESTING ACTIVITIES:

Payments

for property and equipment, including payments for lease buyouts

(2,437 )

(1,968 )

Other

(139 )

Net

cash used by investing activities

(2,395 )

(2,107 )

CASH

FLOWS FROM FINANCING ACTIVITIES:

Payments

on long-term debt including obligations under finance leases

(604 )

(122 )

Dividends

paid

(431 )

(422 )

Proceeds

from issuance of capital stock

163

Treasury

stock purchases

(1,271 )

(203 )

Other

(78 )

(73 )

Net

cash used by financing activities

(2,348 )

(657 )

NET

(DECREASE) INCREASE IN CASH AND TEMPORARY CASH

INVESTMENTS

(1,658 )

924

CASH

AND TEMPORARY CASH INVESTMENTS:

BEGINNING

OF YEAR

3,334

3,959

END

OF PERIOD

$ 1,676

$ 4,883

Reconciliation

of capital investments:

Payments

for property and equipment, including payments for lease buyouts

$ (2,437 )

$ (1,968 )

Payments

for lease buyouts

Changes

in construction-in-progress payables

(251 )

(73 )

Total

capital investments, excluding lease buyouts

$ (2,651 )

$ (2,030 )

Disclosure

of cash flow information:

Cash

paid during the year for net interest

$ 372

$ 370

Cash

paid during the year for income taxes

$ 159

$ 415

Table

4. Supplemental Sales Information

(in

millions, except percentages)

(unaudited)

Items

identified below should not be considered as alternatives to sales or any other GAAP measure of performance. Identical sales is an industry-specific

measure, and it is important to review it in conjunction with Kroger's financial results reported in accordance with GAAP. Other companies

in our industry may calculate identical sales differently than Kroger does, limiting the comparability of the measure.

Kroger

defines identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket

locations, jewelry and ship-to-home solutions. Kroger defines a supermarket as identical when it has been in operation without expansion

or relocation for five full quarters. We include Kroger Delivery sales as identical if the delivery occurs in an existing Kroger Supermarket

geography or when the location has been in operation for five full quarters.

IDENTICAL

SALES

EXCLUDING

ADJUSTMENT

SECOND

QUARTER

YEAR-TO-DATE

(a)

YEAR-TO-DATE

2026

2025

2026

2025

2026

2025

EXCLUDING

FUEL

$ 29,957

$ 29,892

$ 69,759

$ 69,309

$ 70,093

$ 69,567

EXCLUDING

FUEL

0.2 %

3.4 %

0.6 %

3.3 %

0.8 %

3.2 %

(a)

Identical

sales, excluding fuel, were adjusted to exclude stores involved in the labor disputes in Colorado in the first quarter of 2025. Identical

sales, excluding fuel, were excluded for the first four weeks of the first quarters of 2026 and 2025 for stores involved in this

labor dispute.

Table 5. Reconciliation

of Net Total Debt and

Net Earnings Attributable

to The Kroger Co. to Adjusted EBITDA

(in

millions, except for ratio)

(unaudited)

The

items identified below should not be considered an alternative to any GAAP measure of performance or access to liquidity. Net total debt

to adjusted EBITDA is an important measure used by management to evaluate the Company's access to liquidity. The items below should be

reviewed in conjunction with Kroger's financial results reported in accordance with GAAP.

The

following table provides a reconciliation of net total debt.

August 15,

August 16,

2026

2025

Change

Current

portion of long-term debt including obligations under finance leases

$ 1,838

$ 827

$ 1,011

Long-term

debt including obligations under finance leases

15,159

17,132

(1,973 )

Total

debt

16,997

17,959

(962 )

Less:

Temporary cash investments

1,475

4,668

(3,193 )

Net

total debt

$ 15,522

$ 13,291

$ 2,231

The following table provides a reconciliation from net earnings

attributable to The Kroger Co. to adjusted EBITDA, as defined in the Company's credit agreement, on a rolling four quarter basis.

ROLLING

FOUR QUARTERS ENDED

August 15,

August 16,

2026

2025

Net

earnings attributable to The Kroger Co.

$ 1,085

$ 2,727

LIFO

charge

146

135

Depreciation

and amortization

3,230

3,347

Net

interest expense

661

586

Income

tax expense

251

685

Adjustment

for loss on investments

Adjustment

for severance charge and related benefits

Adjustment

for impairment of intangible assets

Adjustment

for labor dispute charges

Adjustment

for store closures

100

Adjustment

for executive stock compensation for a former executive

(21 )

Adjustment

for merger-related costs (a)

361

Adjustment

for merger-related litigation and settlement charges

136

Adjustment

for property losses

Adjustment

for opioid settlement charges and vendor reserves

(28 )

(5 )

Adjustment

for gain on sale of Kroger Specialty Pharmacy

(79 )

Adjustment

for fulfillment network impairment and related charges

2,497

Adjustment

for transformation costs (b)

119

Other

(9 )

(14 )

Adjusted

EBITDA

$ 8,122

$ 8,142

Net

total debt to adjusted EBITDA ratio

1.91

1.63

(a) Merger-related

costs primarily include third-party professional fees and credit facility fees associated

with the terminated merger with Albertsons Companies, Inc.

(b) Transformation

costs primarily include costs related to third-party professional consulting fees associated

with business transformation and cost saving initiatives.

Table

6. Net Earnings Per Diluted Share Excluding the Adjustment Items

(in

millions, except per share amounts)

(unaudited)

The

purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on net

earnings per diluted common share for certain items described below. Adjusted net earnings and adjusted net earnings per diluted share

are useful metrics to investors and analysts because they present more accurately year-over-year comparisons for net earnings and net

earnings per diluted share because adjusted items are not the result of normal operations. Items identified in this table should not

be considered alternatives to net earnings attributable to The Kroger Co. or any other GAAP measure of performance. These items should

not be reviewed in isolation or considered substitutes for the Company's financial results as reported in accordance with GAAP. Due to

the nature of these items, as further described below, it is important to identify these items and to review them in conjunction with

the Company's financial results reported in accordance with GAAP.

The

following table summarizes items that affected the Company's financial results during the periods presented.

SECOND QUARTER

YEAR-TO-DATE

2026

2025

2026

2025

Net earnings attributable to The Kroger Co.

$ 641

$ 609

$ 1,543

$ 1,475

Adjustment for gain on investments (a)(b)

(26 )

(43 )

(16 )

(28 )

Adjustment for labor dispute charges (a)(c)

Adjustment for store closures (a)(d)

Adjustment for executive stock compensation for a former executive (a)(e)

(16 )

Adjustment for merger-related litigation and settlement charges (a)(f)

102

Adjustment for opioid settlement charges and vendor reserves (a)(g)

Adjustment for severance charge and related benefits (a)(h)

Adjustment for transformation costs (a)(i)

Executive stock compensation for a former executive income tax adjustment

(7 )

2026 and 2025 Adjustment Items

104

215

Net earnings attributable to The Kroger Co. excluding

the adjustment items above

$ 667

$ 695

$ 1,647

$ 1,690

Net earnings attributable to The Kroger Co. per diluted common

$ 1.05

$ 0.91

$ 2.51

$ 2.20

Adjustment for gain on investments (j)

(0.04 )

(0.06 )

(0.03 )

(0.04 )

Adjustment for labor dispute charges (j)

0.05

Adjustment for store closures (j)

0.12

Adjustment for executive stock compensation for a former executive (j)

(0.03 )

Adjustment for merger-related litigation and settlement charges (j)

0.01

0.14

0.04

0.16

Adjustment for opioid settlement charges and vendor reserves (j)

0.03

Adjustment for severance charge and related benefits (j)

0.05

Adjustment for transformation costs (j)

0.07

0.15

Executive stock compensation for a former executive income tax adjustment (j)

(0.01 )

2026 and 2025 Adjustment Items

0.04

0.13

0.16

0.33

Net earnings attributable to The Kroger Co. per

diluted common share excluding the adjustment items above

$ 1.09

$ 1.04

$ 2.67

$ 2.53

Average number of common shares used in diluted

calculation

608

665

612

664

Table

6. Net Earnings Per Diluted Share Excluding the Adjustment Items (continued)

(in

millions, except per share amounts)

(unaudited)

(a) The

amounts presented represent the after-tax effect of each adjustment.

(b) The

pre-tax adjustments for gain on investments were $(34) and $(56) in the second quarters of

2026 and 2025, respectively. The year-to-date pre-tax adjustments for gain on investments

were $(20) and $(37) on the first two quarters of 2026 and 2025, respectively.

pre-tax adjustments to Sales, COGS and OG&A expenses for labor dispute charges were $44.

(d) The

pre-tax adjustment to OG&A expenses for store closures was $100.

(e) The

pre-tax adjustment to OG&A expenses for executive stock compensation for a former executive

was $(21).

(f) The

pre-tax adjustments to OG&A expenses for merger-related litigation and settlement charges

were $13 and $121 in the second quarters of 2026 and 2025, respectively. The year-to-date

pre-tax adjustments to OG&A expenses for merger-related litigation and settlement charges

were $38 and $136 for the first two quarters of 2026 and 2025, respectively.

(g) The

pre-tax adjustment to OG&A expenses for opioid settlement charges and vendor reserves

was $22.

(h) The

pre-tax adjustment to OG&A expenses for severance charge and related benefits was $47.

(i) The

pre-tax adjustment to OG&A expenses for transformation costs was $56 in the second quarter

of 2026. The year-to-date pre-tax adjustment to OG&A expenses for transformation costs

was $119 for the first two quarters of 2026. Transformation costs primarily include costs

related to third party professional consulting fees associated with business transformation

and cost saving initiatives.

(j) The

amounts presented represent the net earnings (loss) per diluted common share effect of each

adjustment.

Note: 2026

Second Quarter Adjustment Items include adjustments for the gain on investments, merger-related litigation and settlement charges and

transformation costs.

2026 Adjustment

Items include the Second Quarter Adjustment Items plus the adjustments that occurred in the first quarter of 2026 for loss on

investments, merger-related litigation costs and transformation costs.

2025 Second

Quarter Adjustment items include adjustments for the gain on investments, merger-related litigation and settlement charges and the

severance charge and related benefits.

2025 Adjustment

Items include the Second Quarter Adjustment Items plus the adjustments that occurred in the first quarter of 2025 for the loss on

investments, labor dispute charges, store closures, executive stock compensation for a former executive, merger-related litigation

costs, opioid settlement charges and vendor reserves and executive stock compensation for a former executive income tax.

Table

7. Operating Profit Excluding the Adjustment Items

(in

millions)

(unaudited)

The

purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on operating

profit for certain items described below. Adjusted FIFO operating profit is a useful metric to investors and analysts because it presents

more accurately year-over-year comparisons for operating profit because adjusted items are not the result of normal operations. Items

identified in this table should not be considered alternatives to operating profit or any other GAAP measure of performance. These items

should not be reviewed in isolation or considered substitutes for the Company's financial results as reported in accordance with GAAP.

Due to the nature of these items, as further described below, it is important to identify these items and to review them in conjunction

with the Company's financial results reported in accordance with GAAP.

The

following table summarizes items that affected the Company's financial results during the periods presented.

SECOND QUARTER

YEAR-TO-DATE

2026

2025

2026

2025

Operating

profit

$ 971

$ 863

$ 2,378

$ 2,185

LIFO

charge

102

FIFO

operating profit

1,010

925

2,469

2,287

Adjustment

for labor dispute charges

Adjustment

for store closures

100

Adjustment

for executive stock compensation for a former executive

(21 )

Adjustment

for merger-related litigation and settlement charges

121

136

Adjustment

for opioid settlement charges and vendor reserves

Adjustment

for severance charge and related benefits

Adjustment

for transformation costs (a)

119

Other

(3 )

(2 )

(6 )

(5 )

2026

and 2025 Adjustment items

166

151

323

Adjusted

FIFO operating profit excluding

the adjustment items above

$ 1,076

$ 1,091

$ 2,620

$ 2,610

(a) Transformation

costs primarily include costs related to third-party professional consulting fees associated

with business transformation and cost saving initiatives.

Table

8. Gross Margin

(in

millions, except percentages)

(unaudited)

the Consolidated Statements of Operations within Table 1, the Company separately presents rent and depreciation and amortization to evaluate

operational effectiveness. The table below calculates gross margin in accordance with Generally Accepted Accounting Principles ("GAAP")

by including a portion of rent and depreciation and amortization related to the Company's manufacturing and warehousing and transportation

activities.

The

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

SECOND QUARTER

YEAR-TO-DATE

2026

2025

2026

2025

Sales

$ 34,621

$ 33,940

$ 80,742

$ 79,058

Merchandise costs, including advertising, warehousing

and transportation and LIFO charge, excluding rent and depreciation and amortization

26,763

26,130

62,256

60,681

Rent

Depreciation and amortization

151

235

344

Gross profit

$ 7,750

$ 7,646

$ 18,222

$ 18,002

Gross margin

22.4 %

22.5 %

22.6 %

22.8 %

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