Kroger · Earnings release · 8-K Exhibit 99

Kroger

Reports Third Quarter 2025 Results and

Updates

Third Quarter

Highlights

·

Identical Sales without fuel increased 2.6%

·

Operating Loss of $(1,541) million; EPS of $(2.02)

o

T1Includes $2.6 billion in previously announced impairment and related charges ($3.00 loss per share) for automated fulfillment network

·

Adjusted FIFO Operating Profit of $1,089 million and Adjusted EPS of $1.05

·

eCommerce sales increased 17%

CINCINNATI, December 4, 2025 – The

Kroger Co. (NYSE: KR) today reported its third quarter 2025 results, updated guidance, and shared progress on key priorities.

Comments from Chairman and CEO Ron Sargent

“Kroger delivered another quarter of strong results reflecting

meaningful progress on our strategic priorities. T2Our eCommerce business posted another quarter of impressive performance. We have now

completed our strategic review which we expect will make our eCommerce business profitable in 2026.

We continue to focus on what matters most – serving our customers,

running great stores, and strengthening our core business. Our results show we are improving the customer experience and building a strong

foundation for long-term growth.”

Third Quarter Financial Results

($ in millions; except EPS)

($ in millions; except EPS)

ID Sales(1) (Table 4)

Earnings (Loss) Per Share(2)

Adjusted EPS (Table 6)

Operating (Loss) Profit(2)

Adjusted FIFO Operating Profit (Table 7)

Gross Margin (Table 8)

T3FIFO Gross Margin Rate(3)

Increased 49 basis points

(including 25 basis points increase from

the sale of Kroger Specialty Pharmacy)

OG&A Rate(1)

Increased 27 basis points

(including 18 basis points increase from

the sale of Kroger Specialty Pharmacy)

(1) Without fuel and adjustment

items, if applicable.

(2) Includes $2.6 billion in previously

announced impairment and related charges ($3.00 loss per share) for automated fulfillment network

(3) Without rent, depreciation

and amortization, fuel and adjustment items, if applicable.

1

Total company sales were $33.9 billion in the third quarter compared

to $33.6 billion for the same period last year, which included $387 million from Kroger Specialty Pharmacy sales. Excluding fuel and Kroger

Specialty Pharmacy, sales increased 2.6% compared to the same period last year.

Gross margin was 22.8% of sales for the third quarter compared to 22.4%

for the same period last year. The improvement in gross margin was primarily attributable to the sale of Kroger Specialty Pharmacy, Our

Brands performance, lower supply chain costs, and lower shrink, partially offset by the mix effect from growth in pharmacy sales,

which has lower margins, and price investments.

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

and fuel, increased 49 basis points compared to the same period last year. The improvement in rate was primarily attributable to the sale

of Kroger Specialty Pharmacy, Our Brands performance, lower supply chain costs, and lower shrink, partially offset by the mix effect

from growth in pharmacy sales, which has lower margins, and price investments.

The LIFO charge for the quarter was $44 million, compared to a LIFO

charge of $4 million for the same period last year.

The Operating, General and Administrative rate, excluding fuel and

adjustment items, increased 27 basis points compared to the same period last year. The increase in rate was primarily attributable to

the sale of Kroger Specialty Pharmacy and investments in associate wages and benefits, partially offset by lower incentive plan costs

and improved productivity.

T4Kroger made the decision to make an accelerated contribution to multi-employer

pension plans in the third quarter, helping stabilize associates’ future benefits and reduce future obligations. The contribution

increased this quarter’s Operating, General and Administrative rate, excluding fuel and adjustment items, by 8 basis points.

2

Capital Allocation Strategy

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.

During the fourth quarter of Kroger’s

fiscal 2024, T5Kroger entered into a $5 billion accelerated share repurchase program which was completed in Kroger’s fiscal third

quarter 2025. The ASR was completed as part of Kroger’s $7.5 billion share repurchase authorization. Kroger is executing open market

share repurchases under the remaining $2.5 billion authorization. Kroger expects to complete these open market share repurchases by the

end of fiscal 2025, which is contemplated in full-year guidance.

Kroger’s net total debt to adjusted

EBITDA ratio is 1.73, compared to 1.21 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.

Adjusted Metric*

G1Identical Sales without fuel

G2Operating Profit

G3EPS

G4Free Cash Flow

G5Cap Ex

G6Tax Rate**

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

a full reconciliation of the GAAP and non-GAAP measures used in 2025 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 2025 GAAP financial results.

** 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

“We are pleased with the continued momentum in our

business, with particularly strong performance from eCommerce and pharmacy. Given our year-to-date results and outlook for the

remainder of the year, T6we are narrowing our identical sales without fuel guidance to a new range of 2.8% to 3.0% and raising the

lower end of our adjusted earnings per share guidance to a new range of $4.75 to $4.80.”

3

About Kroger

At The Kroger Co. (NYSE: KR), we are, across our family of companies

more than 400,000 associates who serve over 11 million customers daily through an eCommerce and store experience under a variety of banner

names, serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities. To learn more about us, visit

our newsroom and investor relations site.

Kroger's third quarter 2025 ended on November

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,” “building,” “committed,” “continue,” “drive,” “expect,” “future,” “guidance,” “may,” “model,” “opportunities,” “strategy,” “target,” “trends,” and variations of such words and similar phrases. Various uncertainties

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

the specific risk factors identified in “Risk Factors” in our annual report on Form 10-K for our last fiscal year and any

subsequent filings, as well as the following:

Kroger's ability to achieve sales, earnings, incremental FIFO

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

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

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

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

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

environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel

costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs

related to Kroger’s logistics operations; trends in consumer spending; the extent to which Kroger’s customers exercise

caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; stock repurchases;

changes in the regulatory environment in which Kroger operates, along with changes in federal policy and at regulatory agencies;

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

pharmacy benefit managers; Kroger’s ability to negotiate modifications to multi-employer pension plans; natural disasters or

adverse weather conditions; the effect of public health crises or other significant catastrophic events; the potential costs and

risks associated with potential cyber-attacks or data security breaches; the success of Kroger's future growth plans; the ability to

execute our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses,

and our ability to better serve our customers and to generate customer loyalty and sustainable growth through our strategic pillars

of fresh, our brands, personalization, and eCommerce; the outcome of litigation matters, including those relating to the terminated

transaction with Albertsons; and the risks relating to or arising from our opioid litigation settlements, including the risk of

litigation relating to persons, entities, or jurisdictions that do not participate in those settlements . Our ability to achieve

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

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

4

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 10 a.m. (ET) on December 4, 2025 at ir.kroger.com. An on-demand replay of the webcast

will be available at approximately 1 p.m. (ET) on Thursday, December 4, 2025.

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

Contacts: Media: Holly Stutz Smith (513) 762-1080; Investors: Rob Quast

5

Table 1.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in

millions, except per share amounts)

(unaudited)

THIRD QUARTER

YEAR-TO-DATE

SALES

$

%

$

%

$

%

$

%

OPERATING EXPENSES

MERCHANDISE COSTS, INCLUDING ADVERTISING, WAREHOUSING AND TRANSPORTATION (a), AND LIFO CHARGE (b)

OPERATING, GENERAL AND ADMINISTRATIVE (a)

RENT

DEPRECIATION AND AMORTIZATION

OPERATING PROFIT (LOSS)

)

)

OTHER INCOME (EXPENSE)

NET INTEREST EXPENSE

)

)

)

)

)

)

)

)

NON-SERVICE COMPONENT OF COMPANY-SPONSORED PENSION PLAN (EXPENSE) BENEFITS

(2

)

-

3

-

(6

)

-

9

-

LOSS ON INVESTMENTS

)

)

)

)

)

)

)

)

GAIN ON SALE OF BUSINESS

-

-

-

-

NET EARNINGS (LOSS) BEFORE INCOME TAX EXPENSE

)

)

INCOME TAX EXPENSE (BENEFIT)

)

)

)

)

NET EARNINGS (LOSS) INCLUDING NONCONTROLLING INTERESTS

)

)

NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS

5

-

(1

)

-

8

-

7

-

NET EARNINGS (LOSS) ATTRIBUTABLE TO THE KROGER CO.

$

)

)%

$

%

$

%

$

%

NET EARNINGS (LOSS) ATTRIBUTABLE TO THE KROGER CO. PER BASIC COMMON SHARE

$

)

$

$

$

AVERAGE NUMBER OF COMMON SHARES USED IN BASIC CALCULATION

NET EARNINGS (LOSS) ATTRIBUTABLE TO THE KROGER CO. PER DILUTED COMMON SHARE

$

)

$

$

$

AVERAGE NUMBER OF COMMON SHARES USED IN DILUTED CALCULATION

DIVIDENDS DECLARED PER COMMON SHARE

$

$

$

$

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 $44 and $4 were recorded in the third quarters

of 2025 and 2024, respectively. For the year-to-date period, LIFO charges of $146 and $66 were recorded for 2025 and 2024, respectively.

Table 2.

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)

November 8,

November 9,

ASSETS

Current Assets

Cash

$

$

Temporary cash investments

Store deposits in-transit

Receivables

Inventories

Prepaid and other current assets

Total current assets

Property, plant and equipment, net

Operating lease assets

Intangibles, net

Goodwill

Other assets

Total Assets

$

$

LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities

Current portion of long-term debt including obligations under finance leases

$

$

Current portion of operating lease liabilities

Accounts payable

Accrued salaries and wages

Other current liabilities

Total current liabilities

Long-term debt including obligations under finance leases

Noncurrent operating lease liabilities

Deferred income taxes

Pension and postretirement benefit obligations

Other long-term liabilities

Total Liabilities

Shareowners' equity

Total Liabilities and Shareowners' Equity

$

$

Total common shares outstanding at end of period

Total diluted shares year-to-date

Table 3.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

YEAR-TO-DATE

CASH FLOWS FROM OPERATING ACTIVITIES:

Net earnings including noncontrolling interests

$

$

Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:

Depreciation and amortization

Fulfillment network impairment and related charges

-

Asset impairment and store closure charges

Operating lease asset amortization

LIFO charge

Share-based employee compensation

Deferred income taxes

)

9

Gain on sale of businesses

-

)

Gain on the sale of assets

)

(8

)

Loss on investments

Other

)

)

Changes in operating assets and liabilities:

Store deposits in-transit

Receivables

)

)

Inventories

)

)

Prepaid and other current assets

)

)

Accounts payable

Accrued expenses

Income taxes receivable and payable

)

Operating lease liabilities

)

)

Other

)

)

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments for property and equipment, including payments for lease buyouts

)

)

Proceeds from sale of assets

Net proceeds from sale of business

-

Other

)

)

Net cash used by investing activities

)

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of long-term debt

Payments on long-term debt including obligations under finance leases

)

)

Dividends paid

)

)

Financing fees paid

-

)

Proceeds from issuance of capital stock

Treasury stock purchases

)

)

Other

)

)

Net cash (used) provided by financing activities

)

NET (DECREASE) INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS

(3

)

CASH AND TEMPORARY CASH INVESTMENTS:

BEGINNING OF YEAR

END OF PERIOD

$

$

Reconciliation of capital investments:

Payments for property and equipment, including payments for lease buyouts

$

)

$

)

Payments for lease buyouts

Changes in construction-in-progress payables

Total capital investments, excluding lease buyouts

$

)

$

)

Disclosure of cash flow information:

Cash paid during the year for net interest

$

$

Cash paid during the year for income taxes

$

$

Table 4. Supplemental Sales Information

(in millions, except percentages)

(unaudited)

Items identified below should not be considered as alternatives to sales or any other GAAP measure of performance. Identical sales is an industry-specific measure, and it is important to review it in conjunction with Kroger's financial results reported in accordance with GAAP. Other companies in our industry may calculate identical sales differently than Kroger does, limiting the comparability of the measure.

Kroger defines identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, jewelry and ship-to-home solutions. Kroger defines a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We include Kroger Delivery sales as identical if the delivery occurs in an existing Kroger Supermarket geography or when the location has been in operation for five full quarters.

IDENTICAL SALES

EXCLUDING ADJUSTMENT ITEMS

THIRD QUARTER

YEAR-TO-DATE (a)

YEAR-TO-DATE

EXCLUDING FUEL

$

$

$

$

$

$

EXCLUDING FUEL

%

%

%

%

%

%

(a)

Identical sales, excluding fuel, were adjusted to exclude stores

involved in the labor disputes in Colorado in the first quarter of 2025. Identical sales, excluding fuel, were excluded for

the first four weeks of the first quarter for stores involved in this labor dispute.

Table 5. Reconciliation of Net Total Debt 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.

November 8,

November 9,

Change

Current portion of long-term debt including obligations under finance leases

$

$

$

Long-term debt including obligations under finance leases

)

Total debt

)

Less: Temporary cash investments

)

Net total debt

$

$

$

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 52-week basis.

ROLLING FOUR QUARTERS ENDED

November 8,

November 9,

Net earnings attributable to The Kroger Co. on a 53-week basis in fiscal year 2023

$

$

LIFO charge

Depreciation and amortization

Net interest expense

Income tax expense

Adjustment for loss on investments

Adjustment for severance charge and related benefits

-

Adjustment for impairment of intangible assets

-

Adjustment for property losses

-

Adjustment for merger-related costs (a)

Adjustment for merger-related litigation and settlement charges

-

Adjustment for opioid settlement charges and vendor reserves

(5

)

-

Adjustment for gain on sale of Kroger Specialty Pharmacy

-

)

Adjustment for labor dispute charges

-

Adjustment for store closures

-

Adjustment for executive stock compensation for a former executive

)

-

Adjustment for fulfillment network impairment and related charges

-

53rd week EBITDA adjustment

-

)

Other

)

)

Adjusted EBITDA

$

$

Net total debt to adjusted EBITDA ratio on a 52-week basis

(a)

Merger-related costs primarily include third-party professional

fees and credit facility fees associated with the terminated merger with Albertsons Companies, Inc.

Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items

(in millions, except per share amounts)

(unaudited)

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

net earnings (loss) 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 (loss)

and net earnings (loss) 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 (loss) 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.

THIRD QUARTER

YEAR-TO-DATE

Net earnings (loss) attributable to The Kroger Co.

$

)

$

$

$

Adjustment for loss on investments (a)(b)

Adjustment for labor dispute charges (a)(c)

-

-

-

Adjustment for store closures (a)(d)

-

-

-

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

-

-

)

-

Adjustment for merger-related costs (a)(f)

-

-

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

6

-

-

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

-

-

-

Adjustment for gain on sale of Kroger Specialty Pharmacy (a)(i)

-

)

-

)

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

-

-

-

Adjustment for fulfillment network impairment and related charges (a)(k)

-

-

Executive stock compensation for a former executive income tax adjustment

-

-

(7

)

-

Held for sale income tax adjustment

)

-

)

)

Net earnings attributable to The Kroger Co. excluding the adjustment items above

$

$

$

$

Net earnings (loss) attributable to The Kroger Co. per diluted common share

$

)

$

$

$

Adjustment for loss on investments (l)

Adjustment for labor dispute charges (l)

-

-

-

Adjustment for store closures (l)

-

-

-

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

-

-

)

-

Adjustment for merger-related costs (l)

-

-

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

-

-

Adjustment for opioid settlement charges and vendor reserves (l)

-

-

-

Adjustment for gain on sale of Kroger Specialty Pharmacy (l)

-

)

-

)

Adjustment for severance charge and related benefits (l)

-

-

-

Adjustment for fulfillment network impairment and related charges (l)

-

-

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

-

-

)

-

Held for sale income tax adjustment (l)

)

-

)

)

Net earnings attributable to The Kroger Co. per diluted common share excluding the adjustment items above

$

$

$

$

Average number of common shares used in diluted calculation

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

(in millions, except per share amounts)

(unaudited)

(a)

The amounts presented represent the after-tax effect of each

adjustment.

(b)

The pre-tax adjustments for loss on investments were $101 and

$20 in the third quarters of 2025 and 2024, respectively. The year-to-date pre-tax adjustments for loss on investments were $64 and $125

in the first three quarters of 2025 and 2024, respectively.

(c)

The pre-tax adjustments to Sales, COGS and OG&A expenses

for labor dispute charges was $44.

(d)

The pre-tax adjustment to OG&A expenses for store closures

(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

costs were $186 in the third quarter of 2024. The year-to-date pre-tax adjustments to OG&A expenses for merger-related costs were

(g)

The pre-tax adjustment to OG&A expenses for merger-related

litigation and settlement charges was $8 in the third quarter of 2025. The year-to-date pre-tax adjustments to OG&A expenses

for merger-related litigation and settlement charges was $144 for the first three quarters of 2025.

(h)

The pre-tax adjustments to OG&A expenses for opioid settlement

charges and vendor reserves was $22.

(i)

The pre-tax adjustment for gain on sale of Kroger Specialty

Pharmacy was $(79).

(j)

The pre-tax adjustment to OG&A expenses for severance charge

and related benefits was $47.

(k)

The pre-tax adjustment to OG&A expenses for fulfillment

network impairment and related charges was $2,585.

(l)

The amounts presented represent the net earnings (loss) per

diluted common share effect of each adjustment.

Note:

2025 Third Quarter Adjustment Items include adjustments for

the loss on investments, merger-related litigation and settlement charges, fulfillment network impairment and related charges and held

for sale income tax.

2025 Adjustment Items include the Third Quarter Adjustment Items plus the adjustments that occurred in the first two quarters of 2025 for the loss on investments, labor dispute charges, store closures, executive stock compensation for a former executive, merger-related litigation costs and settlement charges, opioid settlement charges and vendor reserves, severance charge and related benefits and executive stock compensation for a former executive income tax.

2024 Third Quarter Adjustment Items include adjustments for the loss on investments, merger-related costs and the gain on sale of Kroger Specialty Pharmacy.

2024 Adjustment Items include the Third Quarter Adjustment Items plus the adjustments that occurred in the first two quarters of 2024 for loss on investments, merger-related costs and held for sale income tax.

Table 7. Operating Profit Excluding the Adjustment Items

(in millions)

(unaudited)

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

operating profit (loss) 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 (loss) because adjusted items are not the result of

normal operations. Items identified in this table should not be considered alternatives to operating profit (loss) 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.

THIRD QUARTER

YEAR-TO-DATE

Operating (loss) profit

$

)

$

$

$

LIFO charge

4

FIFO operating (loss) profit

)

Adjustment for merger-related costs (a)

-

-

Adjustment for merger-related litigation and settlement charges

8

-

-

Adjustment for opioid settlement charges and vendor reserves

-

-

-

Adjustment for labor dispute charges

-

-

-

Adjustment for store closures

-

-

-

Adjustment for executive stock compensation for a former executive

-

-

)

-

Adjustment for severance charge and related benefits

-

-

-

Adjustment for fulfillment network impairment and related charges

-

-

Other

(7

)

(1

)

)

)

Adjusted FIFO operating profit excluding the adjustment items above

$

$

$

$

(a)

Merger-related costs primarily include third party professional

fees and credit facility fees associated with the terminated merger with Albertsons Companies, Inc.

Table 8. Gross Margin

(in millions, except percentages)

(unaudited)

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

evaluate operational effectiveness. The table below calculates gross margin in accordance with Generally Accepted Accounting Principles

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

activities.

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

THIRD QUARTER

YEAR-TO-DATE

Sales

$

$

$

$

Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization

Rent

Depreciation and amortization

Gross profit

$

$

$

$

Gross margin

%

%

%

%