{ "ticker": "KR", "company": "KR", "filing_type": "10-K", "year_current": "2026", "year_prior": "2025", "summary": { "added": 7, "removed": 6, "modified": 36, "unchanged": 29, "total_current": 72, "total_prior": 71 }, "source": "SEC EDGAR", "url": "https://riskdiff.com/kr/2026-vs-2025/", "markdown_url": "https://riskdiff.com/kr/2026-vs-2025/index.md", "json_url": "https://riskdiff.com/kr/2026-vs-2025/index.json", "generated": "2026-06-01", "ai_summary": null, "risks": [ { "status": "ADDED", "current_title": "EMPLOYEE MATTERS", "prior_title": null, "current_body": "​ More than two-thirds of our associates are covered by collective bargaining agreements with unions, and our relationship with those unions, including any work stoppage affecting a substantial number of locations, could have a material adverse effect on our financial condition, results of operations or cash flows. We are a party to approximately 350 collective bargaining agreements. Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur (and have occurred in the past) if we are unable to negotiate new contracts with the applicable labor union. In addition, changes to national labor policy could affect relations with our associates and with unions. Further, if we are unable to control health care, pension and wage costs, or if we have insufficient operational flexibility under our collective bargaining agreements, we may experience increased operating costs and an adverse effect on our financial condition, results of operations or cash flows. ​ We have committed to paying fair wages and providing the benefits that were collectively bargained with the United Food and Commercial Workers (“UFCW”) and other labor unions representing our associates. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including regulatory changes, wage rates, and healthcare and other insurance costs. Changes to wage regulations, including further increases in the minimum wage or ordinances related to pay or working conditions enacted by local governments, could have an effect on our future financial condition, results of operations or cash flows. Our ability to meet our labor needs, while controlling wages and other costs, is subject to numerous external factors, including the available qualified workforce in each area where we are located, unemployment levels within those areas, wage rates, and changes in employment and labor laws. ​ Our continued success depends on the ongoing contributions of our associates, including members of our senior management, key associates and executives. While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us or the successful transition of responsibilities following departures or role changes. It may be difficult to replace key executives because of the limited number of qualified individuals with the breadth of skills and experience necessary for our business. We must recruit, hire, develop and retain qualified associates with an increasingly large range of skills to meet the needs of our evolving and complex business. We compete with other retail and non-retail businesses for these associates and invest significant resources in training and motivating them. Competition among potential employers has resulted, and may in the future result, in increased associate costs and has from time to time affected our ability to recruit and retain associates. If we are unable to attract, develop, retain and effectively manage the development and succession plans for our associates, including members of our senior management, key associates and executives, it could have a material adverse effect on our business, financial condition, results of operations or cash flows. ​" }, { "status": "ADDED", "current_title": "PROPERTIES.", "prior_title": null, "current_body": "​ As of January 31, 2026, we operated approximately 2,700 owned or leased supermarkets, distribution warehouses, customer fulfillment centers and food production plants through divisions, subsidiaries or affiliates. These facilities are located throughout the United States. We generally own store equipment, fixtures and leasehold improvements, as well as processing and food production equipment. The total cost of our owned assets and finance leases at January 31, 2026, was $60.0 billion while the accumulated depreciation was $35.8 billion. ​ We lease certain store real estate, warehouses, distribution centers, office space and equipment. We operate in leased facilities in approximately half of our store locations, with lease terms that generally range from 10 to 20 years, and options to renew for varying terms at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses and/or payment of executory costs such as property taxes, utilities or insurance and maintenance. Rent expense for leases with escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain properties or portions thereof are subleased to others for periods generally ranging from one to 20 years. For additional information on lease obligations, see Note 9 to the Consolidated Financial Statements. ​ ITEM 3." }, { "status": "ADDED", "current_title": "Announced Plans", "prior_title": null, "current_body": "​ Programs(4)(5) Period(1) ​ ​ ​ Purchased(2) ​ Share(2) ​ ​ ​" }, { "status": "ADDED", "current_title": "2025 EXECUTIVE SUMMARY", "prior_title": null, "current_body": "​ We achieved strong results in 2025, driven by continued performance in eCommerce and pharmacy along with momentum in Fresh and Our Brands. We saw underlying improvements in market share trends and solid sales growth that reflect meaningful progress and demonstrate the strengthening of the business. Food volumes improved, and grocery sales were a larger percentage of our sales mix, leading to the final period of the quarter resulting in positive share gains. Through continued price investments, disciplined cost management, and improved store execution, we maintained our competitive position against our major competitors. ​ We will continue to simplify our business and improve our cost structure to redeploy those savings into areas that drive growth. Our refreshed hybrid fulfillment model and ongoing reviews of non-core assets enable us to better allocate resources to core priorities and to reinvest savings into areas that drive growth and support lower prices for customers. We have accelerated new store investment and are leveraging our stores and delivery partners to support our presence in key markets. Additionally, we invested in service and labor hours to ensure that our stores are well-staffed, and we remain focused on equipping our associates with the tools, technology, data, and support needed to serve customers well. Collectively, these actions support faster and more efficient execution of our strategies, positioning us to continue delivering value for both our customers and to generate attractive and sustainable returns for shareholders. ​ The following table provides highlights of our financial performance: ​" }, { "status": "ADDED", "current_title": "Identical Sales", "prior_title": null, "current_body": "($ in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "ADDED", "current_title": "(in millions)", "prior_title": null, "current_body": "First period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 9, 2025 to December 6, 2025 8,167,017 ​ $ 66.66 8,166,077 ​ $ 1,245 ​ Second period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 7, 2025 to January 3, 2026 8,958,313 ​ $ 63.35 8,952,475 ​ $ 2,685 ​ Third period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 4, 2026 to January 31, 2026 10,599,646 ​ $ 62.66 10,599,646 ​ $ 2,028 ​ Total 27,724,976 ​ $ 64.06 27,718,198 ​ $ 2,028 ​ ​ ITEM 6. RESERVED. ​ Not applicable. ​ ​ 23 23 23 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended February 1, 2025, which provides additional information on comparisons of fiscal years 2024 and 2023.​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 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 retail media. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on our top priorities 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 various ways to generate net earnings growth. ​We believe 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 plan to invest in major storing projects that allow us to increase both in-store and eCommerce 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 our business and modernizing our ways of working. Together, we expect these will enable us to improve operating margin, while balancing strategic price investments for customers and investments in associates to improve customer experience. ​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 returning to 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.​24 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended February 1, 2025, which provides additional information on comparisons of fiscal years 2024 and 2023.​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 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 retail media. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on our top priorities 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 various ways to generate net earnings growth. ​We believe 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 plan to invest in major storing projects that allow us to increase both in-store and eCommerce 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 our business and modernizing our ways of working. Together, we expect these will enable us to improve operating margin, while balancing strategic price investments for customers and investments in associates to improve customer experience. ​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 returning to 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.​ ITEM 7." }, { "status": "ADDED", "current_title": "GOODWILL AND INTANGIBLE ASSETS", "prior_title": null, "current_body": "​ The following table summarizes the changes in the Company’s net goodwill balance through January 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Balance beginning of year ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ 5,385 ​ $ 5,737 ​ Accumulated impairment losses ​ (2,711) ​ (2,821) ​ Subtotal ​ 2,674 ​ 2,916 ​ ​ ​ ​ ​ ​ ​ ​ ​ Activity during the year ​ ​ ​ ​ ​ ​ ​ Held for sale adjustment (see Note 7) ​ (79) ​ — ​ Sale of Kroger Specialty Pharmacy (see Note 17) ​ ​ — ​ ​ (242) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance end of year ​ ​ ​ ​ ​ ​ ​ Goodwill ​ 5,146 ​ 5,385 ​ Accumulated impairment losses ​ (2,551) ​ (2,711) ​ Total Goodwill ​ $ 2,595 ​ $ 2,674 ​ ​ Testing for impairment is performed annually, or on an interim basis upon the occurrence of a triggering event or a change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual evaluation of goodwill and indefinite-lived intangible assets was performed during the fourth quarter of 2025, 2024, and 2023. The evaluation did not result in impairment in 2025 or 2023. The evaluation resulted in an impairment of indefinite-lived trade name assets in 2024. ​ The following table summarizes the Company’s intangible assets balance through January 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "PRODUCT SAFETY", "prior_body": "​ Customers count on Kroger to provide them with safe food and drugs and other merchandise. Concerns regarding the safety of the products that we sell could cause shoppers to avoid purchasing certain products from us, or to seek alternative sources of supply even if the basis for the concern is outside of our control. Any lost confidence on the part of our customers would be difficult and costly to reestablish. We could be adversely affected by personal injury or product liability claims, product recalls, or other health and safety issues, which occur from time to time. If we sell products that cause illness or injury to customers, resulting from product contamination or spoilage, the presence of certain substances, or damage caused in handling, storage or transportation, we could be exposed to claims or litigation. Any issue regarding the safety of items, whether Our Brands items manufactured by us or for us or CPG products we sell, regardless of the cause, could have a substantial and adverse effect on our reputation, financial condition, results of operations or cash flows. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "OUR VALUE CREATION MODEL – DELIVERING CONSISTENT AND ATTRACTIVE TOTAL SHAREHOLDER RETURN", "prior_body": "​ Kroger’s proven value creation model is allowing us to deliver today and invest for the future. The foundation of our value creation model is our omnichannel retail business, including fuel and health and wellness. By executing on our go-to-market strategy built on the four pillars of Fresh, Our Brands, Personalization and Seamless, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​ We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our digital capabilities, we expect to grow households and increase sales. Our model provides more ways than ever to generate net earnings growth. ​ This will be achieved by: ​ ​ ​ We expect to continue to generate strong free cash flow and are committed to being disciplined with capital deployment in support of our value creation model and stated capital allocation priorities. Our first priority is to invest in the business through attractive high return opportunities that drive long-term sustainable net earnings growth. We are committed to maintaining our current investment grade debt rating and our net total debt to adjusted EBITDA ratio target range of 2.30 to 2.50. We also expect to continue to grow our dividend over time and return excess cash to shareholders via stock repurchases, subject to Board approval. During the fourth quarter of 2024, following the termination of the merger with Albertsons, as discussed in Note 18 to the Consolidated Financial Statements, we resumed our share repurchase program after a more than two-year pause to return excess capital to our shareholders. ​ We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time. ​ 24 24 24 2024 EXECUTIVE SUMMARY ​We achieved solid results in 2024 led by our pharmacy and digital performance, which demonstrates the strength and diversity of our value creation model. We helped customers save in multiple ways through fresh affordable products and promotions including loyalty discounts, personalized offers, fuel rewards and Our Brands products. By delivering a differentiated customer experience through our focus areas of Fresh, Our Brands, Personalization and Seamless, our go-to-market strategy positioned us well to meet our customers’ needs, growing households and enhancing loyalty, growing sales and generating traffic, which in turn accelerated growth opportunities in our alternative profit businesses and drove greater efficiency.​We will continue to improve our customer experience and increase our investments in major storing projects to drive traffic and increase volumes because they power our value creation model and are critical to our long-term success. We also remain focused on associate retention by investing in our associates, through enhanced wages and benefits and improved training and career development opportunities. In 2024, we increased associate wages resulting in an average hourly rate of more than $19, and a rate of more than $25 with comprehensive benefits factored in, which is a 38% increase in rate in the last seven years. This positions us well to generate attractive and sustainable returns for shareholders.​25 2024 EXECUTIVE SUMMARY ​We achieved solid results in 2024 led by our pharmacy and digital performance, which demonstrates the strength and diversity of our value creation model. We helped customers save in multiple ways through fresh affordable products and promotions including loyalty discounts, personalized offers, fuel rewards and Our Brands products. By delivering a differentiated customer experience through our focus areas of Fresh, Our Brands, Personalization and Seamless, our go-to-market strategy positioned us well to meet our customers’ needs, growing households and enhancing loyalty, growing sales and generating traffic, which in turn accelerated growth opportunities in our alternative profit businesses and drove greater efficiency.​We will continue to improve our customer experience and increase our investments in major storing projects to drive traffic and increase volumes because they power our value creation model and are critical to our long-term success. We also remain focused on associate retention by investing in our associates, through enhanced wages and benefits and improved training and career development opportunities. In 2024, we increased associate wages resulting in an average hourly rate of more than $19, and a rate of more than $25 with comprehensive benefits factored in, which is a 38% increase in rate in the last seven years. This positions us well to generate attractive and sustainable returns for shareholders.​ 2024 EXECUTIVE SUMMARY ​We achieved solid results in 2024 led by our pharmacy and digital performance, which demonstrates the strength and diversity of our value creation model. We helped customers save in multiple ways through fresh affordable products and promotions including loyalty discounts, personalized offers, fuel rewards and Our Brands products. By delivering a differentiated customer experience through our focus areas of Fresh, Our Brands, Personalization and Seamless, our go-to-market strategy positioned us well to meet our customers’ needs, growing households and enhancing loyalty, growing sales and generating traffic, which in turn accelerated growth opportunities in our alternative profit businesses and drove greater efficiency.​We will continue to improve our customer experience and increase our investments in major storing projects to drive traffic and increase volumes because they power our value creation model and are critical to our long-term success. We also remain focused on associate retention by investing in our associates, through enhanced wages and benefits and improved training and career development opportunities. In 2024, we increased associate wages resulting in an average hourly rate of more than $19, and a rate of more than $25 with comprehensive benefits factored in, which is a 38% increase in rate in the last seven years. This positions us well to generate attractive and sustainable returns for shareholders.​" }, { "status": "REMOVED", "current_title": null, "prior_title": "(in millions)", "prior_body": "First period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 10, 2024 to December 7, 2024 121,067 ​ $ 59.49 113,600 ​ $ 1,000 ​ Second period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 8, 2024 to January 4, 2025 65,963,661 ​ $ 61.54 65,958,149 ​ $ 2,500 ​ Third period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 5, 2025 to February 1, 2025 50,941 ​ $ 59.47 50,941 ​ $ 2,500 ​ Total 66,135,669 ​ $ 61.54 66,122,690 ​ $ 2,500 ​ ​ ITEM 6. RESERVED. ​ Not applicable. ​ ​ 23 23 23 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this report, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended February 3, 2024, which provides additional information on comparisons of fiscal years 2023 and 2022.​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 Seamless, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our digital capabilities, we expect to grow households and increase sales. 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, greater value for our customers and our seamless ecosystem 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 digital 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. During the fourth quarter of 2024, following the termination of the merger with Albertsons, as discussed in Note 18 to the Consolidated Financial Statements, we resumed our share repurchase program after a more than two-year pause to return excess capital to our shareholders.​We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.​24 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this report, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended February 3, 2024, which provides additional information on comparisons of fiscal years 2023 and 2022.​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 Seamless, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our digital capabilities, we expect to grow households and increase sales. 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, greater value for our customers and our seamless ecosystem 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 digital 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. During the fourth quarter of 2024, following the termination of the merger with Albertsons, as discussed in Note 18 to the Consolidated Financial Statements, we resumed our share repurchase program after a more than two-year pause to return excess capital to our shareholders.​We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.​ ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this report, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended February 3, 2024, which provides additional information on comparisons of fiscal years 2023 and 2022.​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 Seamless, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our digital capabilities, we expect to grow households and increase sales. 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, greater value for our customers and our seamless ecosystem 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 digital 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. During the fourth quarter of 2024, following the termination of the merger with Albertsons, as discussed in Note 18 to the Consolidated Financial Statements, we resumed our share repurchase program after a more than two-year pause to return excess capital to our shareholders.​We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.​ ITEM 7." }, { "status": "REMOVED", "current_title": null, "prior_title": "ACCOUNTING POLICIES", "prior_body": "​ The following is a summary of the significant accounting policies followed in preparing these financial statements. ​ Description of Business, Basis of Presentation and Principles of Consolidation ​ The Kroger Co. (the “Company”) was founded in 1883 and incorporated in 1902. The Company is a food and drug retailer that operates 2,731 supermarkets, 2,273 pharmacies and 1,702 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience. The Company also manufactures and processes food for sale by its supermarkets and online. The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries and other consolidated entities. Intercompany transactions and balances have been eliminated. ​ Fiscal Year ​ The Company’s fiscal year ends on the Saturday nearest January 31. The last three fiscal years consist of the 52-week period ended February 1, 2025, the 53-week period ended February 3, 2024 and the 52-week period ended January 28, 2023. 52 53 ​ Pervasiveness of Estimates ​ The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period is also required. Actual results could differ from those estimates. ​ Cash, Temporary Cash Investments and Book Overdrafts ​ Cash and temporary cash investments represent store cash and short-term investments with original maturities of less than three months. Book overdrafts are included in “Accounts payable” and “Accrued salaries and wages” in the Consolidated Balance Sheets. ​ Deposits In-Transit ​ Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with debit cards, credit cards and checks, to which the Company does not have immediate access but settle within a few days of the sales transaction. ​ 61 61 61 ​Inventories​Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market. In total, approximately 92% of inventories in 2024 and 91% of inventories in 2023 were valued using the LIFO method. The remaining inventories, including substantially all fuel inventories, are stated at the lower of cost (on a FIFO basis) or net realizable value. Replacement cost was higher than the carrying amount by $2,404 at February 1, 2025 and $2,309 at February 3, 2024. The Company follows the Link-Chain, Dollar-Value LIFO method for purposes of calculating its LIFO charge. The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions. This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold. The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory. In addition, substantially all of the Company’s inventory consists of finished goods and is recorded at actual purchase costs (net of vendor allowances and cash discounts).​The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date.​Property, Plant and Equipment​Property, plant and equipment are recorded at cost or, in the case of assets acquired in a business combination, at fair value. Depreciation and amortization expense, which includes the depreciation of assets recorded under finance leases, is computed principally using the straight-line method over the estimated useful lives of individual assets. Buildings and land improvements are depreciated based on lives varying from 10 to 40 years. All new purchases of store equipment are assigned lives varying from three to nine years. Leasehold improvements are amortized over the shorter of the lease term to which they relate, which generally varies from four to 25 years, or the useful life of the asset. Food production plant, fulfillment center and distribution center equipment is depreciated over lives varying from three to 15 years. Information technology assets are generally depreciated over three to five years. Depreciation and amortization expense was $3,246 in 2024, $3,125 in 2023 and $2,965 in 2022.​Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities. Upon retirement or disposal of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and any gain or loss is reflected in net earnings. Refer to Note 3 for further information regarding the Company’s property, plant and equipment.​Leases​The Company leases certain store real estate, warehouses, distribution centers, fulfillment centers, office space and equipment. The Company determines if an arrangement is a lease at inception. Finance and operating lease assets and liabilities are recognized at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments, lease incentives and impairment, if any. To determine the present value of lease payments, the Company estimates an incremental borrowing rate which represents the rate used for a secured borrowing of a similar term as the lease.​62 ​ ​ Inventories​Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market. In total, approximately 92% of inventories in 2024 and 91% of inventories in 2023 were valued using the LIFO method. The remaining inventories, including substantially all fuel inventories, are stated at the lower of cost (on a FIFO basis) or net realizable value. Replacement cost was higher than the carrying amount by $2,404 at February 1, 2025 and $2,309 at February 3, 2024. The Company follows the Link-Chain, Dollar-Value LIFO method for purposes of calculating its LIFO charge. The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions. This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold. The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory. In addition, substantially all of the Company’s inventory consists of finished goods and is recorded at actual purchase costs (net of vendor allowances and cash discounts).​The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date.​Property, Plant and Equipment​Property, plant and equipment are recorded at cost or, in the case of assets acquired in a business combination, at fair value. Depreciation and amortization expense, which includes the depreciation of assets recorded under finance leases, is computed principally using the straight-line method over the estimated useful lives of individual assets. Buildings and land improvements are depreciated based on lives varying from 10 to 40 years. All new purchases of store equipment are assigned lives varying from three to nine years. Leasehold improvements are amortized over the shorter of the lease term to which they relate, which generally varies from four to 25 years, or the useful life of the asset. Food production plant, fulfillment center and distribution center equipment is depreciated over lives varying from three to 15 years. Information technology assets are generally depreciated over three to five years. Depreciation and amortization expense was $3,246 in 2024, $3,125 in 2023 and $2,965 in 2022.​Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities. Upon retirement or disposal of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and any gain or loss is reflected in net earnings. Refer to Note 3 for further information regarding the Company’s property, plant and equipment.​Leases​The Company leases certain store real estate, warehouses, distribution centers, fulfillment centers, office space and equipment. The Company determines if an arrangement is a lease at inception. Finance and operating lease assets and liabilities are recognized at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments, lease incentives and impairment, if any. To determine the present value of lease payments, the Company estimates an incremental borrowing rate which represents the rate used for a secured borrowing of a similar term as the lease.​ Inventories​Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market. In total, approximately 92% of inventories in 2024 and 91% of inventories in 2023 were valued using the LIFO method. The remaining inventories, including substantially all fuel inventories, are stated at the lower of cost (on a FIFO basis) or net realizable value. Replacement cost was higher than the carrying amount by $2,404 at February 1, 2025 and $2,309 at February 3, 2024. The Company follows the Link-Chain, Dollar-Value LIFO method for purposes of calculating its LIFO charge. The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions. This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold. The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory. In addition, substantially all of the Company’s inventory consists of finished goods and is recorded at actual purchase costs (net of vendor allowances and cash discounts).​The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date.​Property, Plant and Equipment​Property, plant and equipment are recorded at cost or, in the case of assets acquired in a business combination, at fair value. Depreciation and amortization expense, which includes the depreciation of assets recorded under finance leases, is computed principally using the straight-line method over the estimated useful lives of individual assets. Buildings and land improvements are depreciated based on lives varying from 10 to 40 years. All new purchases of store equipment are assigned lives varying from three to nine years. Leasehold improvements are amortized over the shorter of the lease term to which they relate, which generally varies from four to 25 years, or the useful life of the asset. Food production plant, fulfillment center and distribution center equipment is depreciated over lives varying from three to 15 years. Information technology assets are generally depreciated over three to five years. Depreciation and amortization expense was $3,246 in 2024, $3,125 in 2023 and $2,965 in 2022.​Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities. Upon retirement or disposal of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and any gain or loss is reflected in net earnings. Refer to Note 3 for further information regarding the Company’s property, plant and equipment.​Leases​The Company leases certain store real estate, warehouses, distribution centers, fulfillment centers, office space and equipment. The Company determines if an arrangement is a lease at inception. Finance and operating lease assets and liabilities are recognized at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments, lease incentives and impairment, if any. To determine the present value of lease payments, the Company estimates an incremental borrowing rate which represents the rate used for a secured borrowing of a similar term as the lease.​ Inventories ​ Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market. In total, approximately 92% of inventories in 2024 and 91% of inventories in 2023 were valued using the LIFO method. The remaining inventories, including substantially all fuel inventories, are stated at the lower of cost (on a FIFO basis) or net realizable value. Replacement cost was higher than the carrying amount by $2,404 at February 1, 2025 and $2,309 at February 3, 2024. The Company follows the Link-Chain, Dollar-Value LIFO method for purposes of calculating its LIFO charge. The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions. This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold. The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory. In addition, substantially all of the Company’s inventory consists of finished goods and is recorded at actual purchase costs (net of vendor allowances and cash discounts). ​ The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date. ​ Property, Plant and Equipment ​ Property, plant and equipment are recorded at cost or, in the case of assets acquired in a business combination, at fair value. Depreciation and amortization expense, which includes the depreciation of assets recorded under finance leases, is computed principally using the straight-line method over the estimated useful lives of individual assets. Buildings and land improvements are depreciated based on lives varying from 10 to 40 years. All new purchases of store equipment are assigned lives varying from three to nine years. Leasehold improvements are amortized over the shorter of the lease term to which they relate, which generally varies from four to 25 years, or the useful life of the asset. Food production plant, fulfillment center and distribution center equipment is depreciated over lives varying from three to 15 years. Information technology assets are generally depreciated over three to five years. Depreciation and amortization expense was $3,246 in 2024, $3,125 in 2023 and $2,965 in 2022. three four three three ​ Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities. Upon retirement or disposal of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and any gain or loss is reflected in net earnings. Refer to Note 3 for further information regarding the Company’s property, plant and equipment. ​ Leases ​ The Company leases certain store real estate, warehouses, distribution centers, fulfillment centers, office space and equipment. The Company determines if an arrangement is a lease at inception. Finance and operating lease assets and liabilities are recognized at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments, lease incentives and impairment, if any. To determine the present value of lease payments, the Company estimates an incremental borrowing rate which represents the rate used for a secured borrowing of a similar term as the lease. ​ 62 62 62 ​Lease terms generally range from 10 to 20 years with options to renew for varying terms at the Company’s sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Operating lease payments are charged on a straight-line basis to rent expense over the lease term and finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Assets under finance leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term, if shorter. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. For additional information on leases, see Note 9 to the Consolidated Financial Statements.​Goodwill​The Company reviews goodwill for impairment during the fourth quarter of each year, or earlier upon the occurrence of a triggering event. The Company performs reviews of each of its operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a market multiple model, or discounted projected future cash flows, and is compared to the carrying value of a reporting unit for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. Goodwill impairment is recognized for any excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Results of the goodwill impairment reviews performed during 2024, 2023 and 2022 are summarized in Note 2.​Impairment of Long-Lived Assets​The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific stores, to the carrying value for those stores. If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. The Company records impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. The Company recorded asset impairments totaling $98 in 2024, which includes $25, $19 net of tax, for property losses. The Company recorded asset impairments in the normal course of business totaling $69 and $68 in 2023 and 2022, respectively. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as Operating, general and administrative (“OG&A”) expense.​Accounts Payable Financing Arrangement​The Company has an agreement with a third party to provide an accounts payable tracking system which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under this arrangement. The payment term that the Company has with participating suppliers under these programs is approximately 90 days. Outstanding obligations under this financing arrangement are included in “Accounts payable” in the Consolidated Balance Sheets.​63 ​ ​ Lease terms generally range from 10 to 20 years with options to renew for varying terms at the Company’s sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Operating lease payments are charged on a straight-line basis to rent expense over the lease term and finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Assets under finance leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term, if shorter. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. For additional information on leases, see Note 9 to the Consolidated Financial Statements.​Goodwill​The Company reviews goodwill for impairment during the fourth quarter of each year, or earlier upon the occurrence of a triggering event. The Company performs reviews of each of its operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a market multiple model, or discounted projected future cash flows, and is compared to the carrying value of a reporting unit for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. Goodwill impairment is recognized for any excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Results of the goodwill impairment reviews performed during 2024, 2023 and 2022 are summarized in Note 2.​Impairment of Long-Lived Assets​The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific stores, to the carrying value for those stores. If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. The Company records impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. The Company recorded asset impairments totaling $98 in 2024, which includes $25, $19 net of tax, for property losses. The Company recorded asset impairments in the normal course of business totaling $69 and $68 in 2023 and 2022, respectively. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as Operating, general and administrative (“OG&A”) expense.​Accounts Payable Financing Arrangement​The Company has an agreement with a third party to provide an accounts payable tracking system which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under this arrangement. The payment term that the Company has with participating suppliers under these programs is approximately 90 days. Outstanding obligations under this financing arrangement are included in “Accounts payable” in the Consolidated Balance Sheets.​ Lease terms generally range from 10 to 20 years with options to renew for varying terms at the Company’s sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Operating lease payments are charged on a straight-line basis to rent expense over the lease term and finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Assets under finance leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term, if shorter. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. For additional information on leases, see Note 9 to the Consolidated Financial Statements.​Goodwill​The Company reviews goodwill for impairment during the fourth quarter of each year, or earlier upon the occurrence of a triggering event. The Company performs reviews of each of its operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a market multiple model, or discounted projected future cash flows, and is compared to the carrying value of a reporting unit for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. Goodwill impairment is recognized for any excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Results of the goodwill impairment reviews performed during 2024, 2023 and 2022 are summarized in Note 2.​Impairment of Long-Lived Assets​The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific stores, to the carrying value for those stores. If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. The Company records impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. The Company recorded asset impairments totaling $98 in 2024, which includes $25, $19 net of tax, for property losses. The Company recorded asset impairments in the normal course of business totaling $69 and $68 in 2023 and 2022, respectively. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as Operating, general and administrative (“OG&A”) expense.​Accounts Payable Financing Arrangement​The Company has an agreement with a third party to provide an accounts payable tracking system which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under this arrangement. The payment term that the Company has with participating suppliers under these programs is approximately 90 days. Outstanding obligations under this financing arrangement are included in “Accounts payable” in the Consolidated Balance Sheets.​ Lease terms generally range from 10 to 20 years with options to renew for varying terms at the Company’s sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Operating lease payments are charged on a straight-line basis to rent expense over the lease term and finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Assets under finance leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term, if shorter. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. For additional information on leases, see Note 9 to the Consolidated Financial Statements. varying terms ​ Goodwill ​ The Company reviews goodwill for impairment during the fourth quarter of each year, or earlier upon the occurrence of a triggering event. The Company performs reviews of each of its operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a market multiple model, or discounted projected future cash flows, and is compared to the carrying value of a reporting unit for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. Goodwill impairment is recognized for any excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Results of the goodwill impairment reviews performed during 2024, 2023 and 2022 are summarized in Note 2. ​ Impairment of Long-Lived Assets ​ The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific stores, to the carrying value for those stores. If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. The Company records impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. The Company recorded asset impairments totaling $98 in 2024, which includes $25, $19 net of tax, for property losses. The Company recorded asset impairments in the normal course of business totaling $69 and $68 in 2023 and 2022, respectively. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as Operating, general and administrative (“OG&A”) expense. ​ Accounts Payable Financing Arrangement ​ The Company has an agreement with a third party to provide an accounts payable tracking system which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under this arrangement. The payment term that the Company has with participating suppliers under these programs is approximately 90 days. Outstanding obligations under this financing arrangement are included in “Accounts payable” in the Consolidated Balance Sheets. ​ 63 63 63 ​As of February 1, 2025 and February 3, 2024, the Company had $294 and $325 in “Accounts payable,” respectively, associated with financing arrangements.​The following table summarizes the changes in the Company’s outstanding obligations under this financing arrangement through February 1, 2025:​​​​​​ February 1, 2025​​​​Balance at the beginning of the year​$ 325Invoices confirmed during the year​ 1,797Confirmed invoices paid during the year​ (1,828)Balance at the end of the year​$ 294​Contingent Consideration​The Company’s Home Chef business combination involved potential payment of future consideration that was contingent upon the achievement of certain performance milestones. The Company recorded contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The liability for contingent consideration is remeasured to fair value at each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in earnings until the contingency is resolved. In 2022, adjustments to increase the contingent consideration liability as of year-end were recorded for $20 in OG&A expense. The Company made the final contingent consideration payment in 2023, which was based on the fair value of the outstanding year-end 2022 liability.​Store Closing Costs​The Company regularly evaluates the performance of its stores and periodically closes those stores that are underperforming. Related liabilities arise, such as severance, contractual obligations and other accruals associated with store closings. The Company records a liability for costs associated with an exit or disposal activity when the liability is incurred, usually in the period the store closes. Adjustments to closed store liabilities primarily relate to actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. ​Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, plant, equipment and operating lease assets are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in the Consolidated Statements of Operations as “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred. ​Interest Rate Risk Management​The Company uses derivative instruments primarily to manage its exposure to changes in interest rates. The Company’s current program relative to interest rate protection and the methods by which the Company accounts for its derivative instruments are described in Note 6.​Benefit Plans and Multi-Employer Pension Plans​The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets. Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized as part of net periodic benefit cost are required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”). The Company has elected to measure defined benefit plan assets and obligations as of January 31, which is the month-end that is closest to its fiscal year-ends. ​64 ​ ​ As of February 1, 2025 and February 3, 2024, the Company had $294 and $325 in “Accounts payable,” respectively, associated with financing arrangements.​The following table summarizes the changes in the Company’s outstanding obligations under this financing arrangement through February 1, 2025:​​​​​​ February 1, 2025​​​​Balance at the beginning of the year​$ 325Invoices confirmed during the year​ 1,797Confirmed invoices paid during the year​ (1,828)Balance at the end of the year​$ 294​Contingent Consideration​The Company’s Home Chef business combination involved potential payment of future consideration that was contingent upon the achievement of certain performance milestones. The Company recorded contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The liability for contingent consideration is remeasured to fair value at each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in earnings until the contingency is resolved. In 2022, adjustments to increase the contingent consideration liability as of year-end were recorded for $20 in OG&A expense. The Company made the final contingent consideration payment in 2023, which was based on the fair value of the outstanding year-end 2022 liability.​Store Closing Costs​The Company regularly evaluates the performance of its stores and periodically closes those stores that are underperforming. Related liabilities arise, such as severance, contractual obligations and other accruals associated with store closings. The Company records a liability for costs associated with an exit or disposal activity when the liability is incurred, usually in the period the store closes. Adjustments to closed store liabilities primarily relate to actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. ​Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, plant, equipment and operating lease assets are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in the Consolidated Statements of Operations as “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred. ​Interest Rate Risk Management​The Company uses derivative instruments primarily to manage its exposure to changes in interest rates. The Company’s current program relative to interest rate protection and the methods by which the Company accounts for its derivative instruments are described in Note 6.​Benefit Plans and Multi-Employer Pension Plans​The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets. Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized as part of net periodic benefit cost are required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”). The Company has elected to measure defined benefit plan assets and obligations as of January 31, which is the month-end that is closest to its fiscal year-ends. ​ As of February 1, 2025 and February 3, 2024, the Company had $294 and $325 in “Accounts payable,” respectively, associated with financing arrangements.​The following table summarizes the changes in the Company’s outstanding obligations under this financing arrangement through February 1, 2025:​​​​​​ February 1, 2025​​​​Balance at the beginning of the year​$ 325Invoices confirmed during the year​ 1,797Confirmed invoices paid during the year​ (1,828)Balance at the end of the year​$ 294​Contingent Consideration​The Company’s Home Chef business combination involved potential payment of future consideration that was contingent upon the achievement of certain performance milestones. The Company recorded contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The liability for contingent consideration is remeasured to fair value at each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in earnings until the contingency is resolved. In 2022, adjustments to increase the contingent consideration liability as of year-end were recorded for $20 in OG&A expense. The Company made the final contingent consideration payment in 2023, which was based on the fair value of the outstanding year-end 2022 liability.​Store Closing Costs​The Company regularly evaluates the performance of its stores and periodically closes those stores that are underperforming. Related liabilities arise, such as severance, contractual obligations and other accruals associated with store closings. The Company records a liability for costs associated with an exit or disposal activity when the liability is incurred, usually in the period the store closes. Adjustments to closed store liabilities primarily relate to actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. ​Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, plant, equipment and operating lease assets are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in the Consolidated Statements of Operations as “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred. ​Interest Rate Risk Management​The Company uses derivative instruments primarily to manage its exposure to changes in interest rates. The Company’s current program relative to interest rate protection and the methods by which the Company accounts for its derivative instruments are described in Note 6.​Benefit Plans and Multi-Employer Pension Plans​The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets. Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized as part of net periodic benefit cost are required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”). The Company has elected to measure defined benefit plan assets and obligations as of January 31, which is the month-end that is closest to its fiscal year-ends. ​ As of February 1, 2025 and February 3, 2024, the Company had $294 and $325 in “Accounts payable,” respectively, associated with financing arrangements. ​ The following table summarizes the changes in the Company’s outstanding obligations under this financing arrangement through February 1, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "GOODWILL AND INTANGIBLE ASSETS", "prior_body": "​ The following table summarizes the changes in the Company’s net goodwill balance through February 1, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Balance beginning of year ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ 5,737 ​ $ 5,737 ​ Accumulated impairment losses ​ (2,821) ​ (2,821) ​ Subtotal ​ 2,916 ​ 2,916 ​ ​ ​ ​ ​ ​ ​ ​ ​ Activity during the year ​ ​ ​ ​ ​ ​ ​ Sale of Kroger Specialty Pharmacy see Note 17 ​ ​ (242) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance end of year ​ ​ ​ ​ ​ ​ ​ Goodwill ​ 5,385 ​ 5,737 ​ Accumulated impairment losses ​ (2,711) ​ (2,821) ​ Total Goodwill ​ $ 2,674 ​ $ 2,916 ​ ​ Testing for impairment is performed annually, or on an interim basis upon the occurrence of a triggering event or a change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual evaluation of goodwill and indefinite-lived intangible assets was performed during the fourth quarter of 2024, 2023 and 2022. The evaluation did not result in impairment in 2023. The evaluation resulted in an impairment of indefinite-lived trade name assets in 2024 and an impairment of goodwill in 2022. ​ Based on the results of the Company’s impairment assessment in the fourth quarter of 2022, Vitacost.com recorded a $160 goodwill impairment. In the fourth quarter of 2022, as the Company’s digital strategy evolved, the Company’s primary focus was to effectively utilize its Pickup and Delivery capabilities. This reprioritization resulted in reduced long-term profitability expectations and a decline in the market value for one underlying channel of business and led to the pre-tax and after-tax impairment charge of $160. The pre-impairment goodwill balance for Vitacost.com was $160 as of the fourth quarter 2022. There is no goodwill remaining for Vitacost.com as of January 28, 2023. 68 68 68 ​The following table summarizes the Company’s intangible assets balance through February 1, 2025:​​​​​​​​​​​​​​​​​2024​2023 ​ Gross carrying Accumulated Gross carrying Accumulated ​​amount​amortization(1)​amount​amortization(1) Definite-lived pharmacy prescription files(2)​$ 247​$ (183)​$ 360​$ (259)​Definite-lived customer relationships(2)​​ 148​​ (145)​​ 186​​ (179)​Definite-lived other(2)​ 106​ (92)​ 118​ (103)​Indefinite-lived trade name​ 655​ —​ 685​ —​Indefinite-lived liquor licenses​ 98​ —​ 91​ —​​​​​​​​​​​​​​​Total​$ 1,254​$ (420)​$ 1,440​$ (541)​(1)Pharmacy prescription files are amortized to merchandise costs, customer relationships are amortized to depreciation and amortization expense and other intangibles are amortized to OG&A expense and depreciation and amortization expense. (2)The reduction of these definite-lived intangible assets between 2024 and 2023 are primarily the result of the sale of the Kroger Specialty Pharmacy in the third quarter of 2024 (see Note 17).​Based on the results of the Company’s impairment assessment in the fourth quarter of 2024, a $30, $24 net of tax, impairment was recognized for indefinite-lived trade names.​Amortization expense associated with intangible assets totaled approximately $30, $42 and $52, during fiscal years 2024, 2023 and 2022, respectively. Future amortization expense associated with the net carrying amount of definite-lived intangible assets for the years subsequent to 2024 is estimated to be approximately:​​​​​2025 $ 272026​ 122027​ 112028​ 102029​ 10Thereafter​ 11​​​​Total future estimated amortization associated with definite-lived intangible assets​$ 81​​3.PROPERTY, PLANT AND EQUIPMENT, NET​Property, plant and equipment, net consists of:​​​​​​​​​​ 2024 2023 Land​$ 3,609​$ 3,512​Buildings and land improvements​ 16,100​ 15,137​Equipment​ 21,082​ 19,375​Leasehold improvements​ 13,287​ 12,394​Construction-in-progress​ 3,162​ 3,574​Leased property under finance leases​ 2,832​ 2,701​​​​​​​​​Total property, plant and equipment​ 60,072​ 56,693​Accumulated depreciation and amortization​ (34,369)​ (31,463)​​​​​​​​​Property, plant and equipment, net​$ 25,703​$ 25,230​​Accumulated depreciation and amortization for leased property under finance leases was $915 at February 1, 2025 and $730 at February 3, 2024.​Approximately $97 and $104 net book value of property, plant and equipment collateralized certain mortgages at February 1, 2025 and February 3, 2024 respectively.69 ​ ​ The following table summarizes the Company’s intangible assets balance through February 1, 2025:​​​​​​​​​​​​​​​​​2024​2023 ​ Gross carrying Accumulated Gross carrying Accumulated ​​amount​amortization(1)​amount​amortization(1) Definite-lived pharmacy prescription files(2)​$ 247​$ (183)​$ 360​$ (259)​Definite-lived customer relationships(2)​​ 148​​ (145)​​ 186​​ (179)​Definite-lived other(2)​ 106​ (92)​ 118​ (103)​Indefinite-lived trade name​ 655​ —​ 685​ —​Indefinite-lived liquor licenses​ 98​ —​ 91​ —​​​​​​​​​​​​​​​Total​$ 1,254​$ (420)​$ 1,440​$ (541)​(1)Pharmacy prescription files are amortized to merchandise costs, customer relationships are amortized to depreciation and amortization expense and other intangibles are amortized to OG&A expense and depreciation and amortization expense. (2)The reduction of these definite-lived intangible assets between 2024 and 2023 are primarily the result of the sale of the Kroger Specialty Pharmacy in the third quarter of 2024 (see Note 17).​Based on the results of the Company’s impairment assessment in the fourth quarter of 2024, a $30, $24 net of tax, impairment was recognized for indefinite-lived trade names.​Amortization expense associated with intangible assets totaled approximately $30, $42 and $52, during fiscal years 2024, 2023 and 2022, respectively. Future amortization expense associated with the net carrying amount of definite-lived intangible assets for the years subsequent to 2024 is estimated to be approximately:​​​​​2025 $ 272026​ 122027​ 112028​ 102029​ 10Thereafter​ 11​​​​Total future estimated amortization associated with definite-lived intangible assets​$ 81​​3.PROPERTY, PLANT AND EQUIPMENT, NET​Property, plant and equipment, net consists of:​​​​​​​​​​ 2024 2023 Land​$ 3,609​$ 3,512​Buildings and land improvements​ 16,100​ 15,137​Equipment​ 21,082​ 19,375​Leasehold improvements​ 13,287​ 12,394​Construction-in-progress​ 3,162​ 3,574​Leased property under finance leases​ 2,832​ 2,701​​​​​​​​​Total property, plant and equipment​ 60,072​ 56,693​Accumulated depreciation and amortization​ (34,369)​ (31,463)​​​​​​​​​Property, plant and equipment, net​$ 25,703​$ 25,230​​Accumulated depreciation and amortization for leased property under finance leases was $915 at February 1, 2025 and $730 at February 3, 2024.​Approximately $97 and $104 net book value of property, plant and equipment collateralized certain mortgages at February 1, 2025 and February 3, 2024 respectively. The following table summarizes the Company’s intangible assets balance through February 1, 2025:​​​​​​​​​​​​​​​​​2024​2023 ​ Gross carrying Accumulated Gross carrying Accumulated ​​amount​amortization(1)​amount​amortization(1) Definite-lived pharmacy prescription files(2)​$ 247​$ (183)​$ 360​$ (259)​Definite-lived customer relationships(2)​​ 148​​ (145)​​ 186​​ (179)​Definite-lived other(2)​ 106​ (92)​ 118​ (103)​Indefinite-lived trade name​ 655​ —​ 685​ —​Indefinite-lived liquor licenses​ 98​ —​ 91​ —​​​​​​​​​​​​​​​Total​$ 1,254​$ (420)​$ 1,440​$ (541)​(1)Pharmacy prescription files are amortized to merchandise costs, customer relationships are amortized to depreciation and amortization expense and other intangibles are amortized to OG&A expense and depreciation and amortization expense. (2)The reduction of these definite-lived intangible assets between 2024 and 2023 are primarily the result of the sale of the Kroger Specialty Pharmacy in the third quarter of 2024 (see Note 17).​Based on the results of the Company’s impairment assessment in the fourth quarter of 2024, a $30, $24 net of tax, impairment was recognized for indefinite-lived trade names.​Amortization expense associated with intangible assets totaled approximately $30, $42 and $52, during fiscal years 2024, 2023 and 2022, respectively. Future amortization expense associated with the net carrying amount of definite-lived intangible assets for the years subsequent to 2024 is estimated to be approximately:​​​​​2025 $ 272026​ 122027​ 112028​ 102029​ 10Thereafter​ 11​​​​Total future estimated amortization associated with definite-lived intangible assets​$ 81​​3.PROPERTY, PLANT AND EQUIPMENT, NET​Property, plant and equipment, net consists of:​​​​​​​​​​ 2024 2023 Land​$ 3,609​$ 3,512​Buildings and land improvements​ 16,100​ 15,137​Equipment​ 21,082​ 19,375​Leasehold improvements​ 13,287​ 12,394​Construction-in-progress​ 3,162​ 3,574​Leased property under finance leases​ 2,832​ 2,701​​​​​​​​​Total property, plant and equipment​ 60,072​ 56,693​Accumulated depreciation and amortization​ (34,369)​ (31,463)​​​​​​​​​Property, plant and equipment, net​$ 25,703​$ 25,230​​Accumulated depreciation and amortization for leased property under finance leases was $915 at February 1, 2025 and $730 at February 3, 2024.​Approximately $97 and $104 net book value of property, plant and equipment collateralized certain mortgages at February 1, 2025 and February 3, 2024 respectively. The following table summarizes the Company’s intangible assets balance through February 1, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "PROPERTY, PLANT AND EQUIPMENT, NET", "prior_body": "​ Property, plant and equipment, net consists of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Land ​ $ 3,609 ​ $ 3,512 ​ Buildings and land improvements ​ 16,100 ​ 15,137 ​ Equipment ​ 21,082 ​ 19,375 ​ Leasehold improvements ​ 13,287 ​ 12,394 ​ Construction-in-progress ​ 3,162 ​ 3,574 ​ Leased property under finance leases ​ 2,832 ​ 2,701 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total property, plant and equipment ​ 60,072 ​ 56,693 ​ Accumulated depreciation and amortization ​ (34,369) ​ (31,463) ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ $ 25,703 ​ $ 25,230 ​ ​ Accumulated depreciation and amortization for leased property under finance leases was $915 at February 1, 2025 and $730 at February 3, 2024. ​ Approximately $97 and $104 net book value of property, plant and equipment collateralized certain mortgages at February 1, 2025 and February 3, 2024 respectively. 69 69 69" }, { "status": "MODIFIED", "current_title": "Operating Profit excluding the Adjusted Items", "prior_title": "Operating Profit excluding the Adjusted Items", "similarity_score": 0.914, "confidence": "high", "key_changes": [ "Reworded sentence: \"($ in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Operating profit ​ $ 1,890 ​ $ 3,849 ​ LIFO charge ​ ​ 157 ​ ​ 95 ​ ​ ​ ​ ​ ​ ​ ​ FIFO Operating profit ​ 2,047 ​ 3,944 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment for labor dispute charges ​ ​ 44 ​ ​ — ​ Adjustment for store closures ​ ​ 100 ​ ​ — ​ Adjustment for executive stock compensation for a former executive ​ ​ (21) ​ ​ — ​ Adjustment for merger-related costs(1) ​ ​ — ​ ​ 684 ​ Adjustment for merger-related litigation and settlement charges ​ ​ 161 ​ ​ — ​ Adjustment for property losses ​ ​ — ​ ​ 25 ​ Adjustment for opioid settlement charges and vendor reserves ​ ​ (6) ​ ​ (27) ​ Adjustment for impairment of intangible assets ​ ​ 50 ​ ​ 30 ​ Adjustment for severance charge and related benefits ​ ​ 47 ​ ​ 32 ​ Adjustment for fulfillment network impairment and related charges ​ ​ 2,497 ​ ​ — ​ Other ​ ​ (14) ​ ​ (14) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 and 2024 Adjusted items ​ ​ 2,858 ​ ​ 730 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted FIFO operating profit excluding the adjusted items above ​ $ 4,905 ​ $ 4,674 ​ ​ Net Interest Expense ​ Net interest expense totaled $639 million in 2025, compared to $450 million in 2024.\"", "Reworded sentence: \"35 35 35 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 $1.54 per diluted share for 2025 represented a decrease of 58% compared to net earnings of $3.67 per diluted share for 2024.\"", "Reworded sentence: \"We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies.​36 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 $1.54 per diluted share for 2025 represented a decrease of 58% compared to net earnings of $3.67 per diluted share for 2024.\"", "Reworded sentence: \"​ Net earnings of $1.54 per diluted share for 2025 represented a decrease of 58% compared to net earnings of $3.67 per diluted share for 2024.\"" ], "current_body": "($ in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Operating profit ​ $ 1,890 ​ $ 3,849 ​ LIFO charge ​ ​ 157 ​ ​ 95 ​ ​ ​ ​ ​ ​ ​ ​ FIFO Operating profit ​ 2,047 ​ 3,944 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment for labor dispute charges ​ ​ 44 ​ ​ — ​ Adjustment for store closures ​ ​ 100 ​ ​ — ​ Adjustment for executive stock compensation for a former executive ​ ​ (21) ​ ​ — ​ Adjustment for merger-related costs(1) ​ ​ — ​ ​ 684 ​ Adjustment for merger-related litigation and settlement charges ​ ​ 161 ​ ​ — ​ Adjustment for property losses ​ ​ — ​ ​ 25 ​ Adjustment for opioid settlement charges and vendor reserves ​ ​ (6) ​ ​ (27) ​ Adjustment for impairment of intangible assets ​ ​ 50 ​ ​ 30 ​ Adjustment for severance charge and related benefits ​ ​ 47 ​ ​ 32 ​ Adjustment for fulfillment network impairment and related charges ​ ​ 2,497 ​ ​ — ​ Other ​ ​ (14) ​ ​ (14) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 and 2024 Adjusted items ​ ​ 2,858 ​ ​ 730 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted FIFO operating profit excluding the adjusted items above ​ $ 4,905 ​ $ 4,674 ​ ​ Net Interest Expense ​ Net interest expense totaled $639 million in 2025, compared to $450 million in 2024. This increase resulted primarily from increased average total outstanding debt in 2025, compared to 2024, from the net proceeds of the senior notes issuance during the third quarter of 2024, and decreased interest income earned due to decreased balances of cash and temporary cash investments in 2025, compared to 2024, primarily due to the $5.0 billion we funded in 2024 under the accelerated share repurchase (“ASR”) transaction and the payment we made in 2024 to redeem $4.7 billion aggregate principal amount of the senior notes that included a special mandatory redemption feature following the termination of the merger with Albertsons. ​ Income Taxes ​ Our effective income tax rate was 14.7% in 2025 and 20.0% in 2024. The 2025 tax rate differed from the federal statutory rate due to a tax benefit from share-based payments, recognizing deferred tax assets related to the sale of Vitacost.com and the utilization of tax credits and deductions, partially offset by the effect of state income taxes. The 2024 tax rate differed from the federal statutory rate due to a tax benefit from recognizing deferred tax assets related to the sale of Kroger Specialty Pharmacy, the benefit from share-based payments and the utilization of tax credits, partially offset by the effect of state income taxes. 35 35 35 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 $1.54 per diluted share for 2025 represented a decrease of 58% compared to net earnings of $3.67 per diluted share for 2024. Excluding the 2025 and 2024 Adjusted Items, adjusted net earnings of $4.85 per diluted share for 2025 represented an increase of 9% compared to adjusted net earnings of $4.47 per diluted share for 2024. The increase in adjusted net earnings per diluted share resulted primarily from increased adjusted FIFO operating profit, excluding fuel, lower income tax expense and lower common shares outstanding, partially offset by increased net interest expense and an increased LIFO charge.​RETURN ON INVESTED CAPITAL​We calculate return on invested capital (“ROIC”) by dividing adjusted ROIC operating profit for the prior four quarters by the average invested capital. Adjusted operating profit for ROIC purposes is calculated by excluding certain items included in operating profit, and adding back our LIFO charge, depreciation and amortization and rent to our U.S. GAAP operating profit of the prior four quarters. Average invested capital is calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve and (iii) the average accumulated depreciation and amortization; minus (i) the average taxes receivable, (ii) the average accounts payable, (iii) the average accrued salaries and wages and (iv) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. ROIC is a non-GAAP financial measure of performance. ROIC should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital. Management believes ROIC is a useful metric to investors and analysts because it measures how effectively we are deploying our assets.​Although ROIC is a relatively standard financial term, numerous methods exist for calculating a company’s ROIC. As a result, the method used by our management to calculate ROIC may differ from methods other companies use to calculate their ROIC. We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies.​36 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 $1.54 per diluted share for 2025 represented a decrease of 58% compared to net earnings of $3.67 per diluted share for 2024. Excluding the 2025 and 2024 Adjusted Items, adjusted net earnings of $4.85 per diluted share for 2025 represented an increase of 9% compared to adjusted net earnings of $4.47 per diluted share for 2024. The increase in adjusted net earnings per diluted share resulted primarily from increased adjusted FIFO operating profit, excluding fuel, lower income tax expense and lower common shares outstanding, partially offset by increased net interest expense and an increased LIFO charge.​RETURN ON INVESTED CAPITAL​We calculate return on invested capital (“ROIC”) by dividing adjusted ROIC operating profit for the prior four quarters by the average invested capital. Adjusted operating profit for ROIC purposes is calculated by excluding certain items included in operating profit, and adding back our LIFO charge, depreciation and amortization and rent to our U.S. GAAP operating profit of the prior four quarters. Average invested capital is calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve and (iii) the average accumulated depreciation and amortization; minus (i) the average taxes receivable, (ii) the average accounts payable, (iii) the average accrued salaries and wages and (iv) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. ROIC is a non-GAAP financial measure of performance. ROIC should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital. Management believes ROIC is a useful metric to investors and analysts because it measures how effectively we are deploying our assets.​Although ROIC is a relatively standard financial term, numerous methods exist for calculating a company’s ROIC. As a result, the method used by our management to calculate ROIC may differ from methods other companies use to calculate their ROIC. We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies.​ 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 $1.54 per diluted share for 2025 represented a decrease of 58% compared to net earnings of $3.67 per diluted share for 2024. Excluding the 2025 and 2024 Adjusted Items, adjusted net earnings of $4.85 per diluted share for 2025 represented an increase of 9% compared to adjusted net earnings of $4.47 per diluted share for 2024. The increase in adjusted net earnings per diluted share resulted primarily from increased adjusted FIFO operating profit, excluding fuel, lower income tax expense and lower common shares outstanding, partially offset by increased net interest expense and an increased LIFO charge. ​", "prior_body": "($ in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 ​ Operating profit ​ $ 3,849 ​ $ 3,096 ​ LIFO charge ​ ​ 95 ​ ​ 113 ​ ​ ​ ​ ​ ​ ​ ​ FIFO Operating profit ​ 3,944 ​ 3,209 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment for merger related costs(1) ​ ​ 684 ​ ​ 316 ​ Adjustment for opioid settlement charges ​ ​ (27) ​ ​ 1,475 ​ Adjustment for severance charge and related benefits ​ ​ 32 ​ ​ — ​ Adjustment for impairment of intangible assets ​ ​ 30 ​ ​ — ​ Adjustment for property losses ​ ​ 25 ​ ​ — ​ Other ​ ​ (14) ​ ​ (14) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 and 2023 Adjusted items ​ ​ 730 ​ ​ 1,777 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted FIFO operating profit excluding the adjusted items above ​ $ 4,674 ​ $ 4,986 ​ ​ ​ ​ ​ ​ ​ ​ ​ Extra Week adjustment ​ ​ — ​ ​ (187) ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted FIFO operating profit excluding the adjusted items above and the Extra Week ​ $ 4,674 ​ $ 4,799 ​ ​ Net Interest Expense ​ Net interest expense totaled $450 million in 2024 and $441 million in 2023. Net interest expense increased in 2024, compared to 2023, primarily due to increased average total outstanding debt throughout 2024, compared to 2023, from the net proceeds of the senior notes issuance and the $34 million for merger-related net interest expense, partially offset by increased interest income earned on our cash and temporary cash investments due to increased balances of cash and temporary cash investments in 2024, compared to 2023. ​ Income Taxes ​ Our effective income tax rate was 20.0% in 2024 and 23.5% in 2023. The 2024 tax rate differed from the federal statutory rate due to a tax benefit from recognizing deferred tax assets related to the sale of Kroger Specialty Pharmacy, the benefit from share-based payments and the utilization of tax credits, partially offset by the effect of state income taxes. The 2023 tax rate differed from the federal statutory rate due to the effect of state income taxes and the nondeductible portion of opioid settlement charges, partially offset by the benefit from share-based payments and the utilization of tax credits. 37 37 37 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 $3.67 per diluted share for 2024 represented an increase of 24.0% compared to net earnings of $2.96 per diluted share for 2023. Excluding the 2024 and 2023 Adjusted Items and the Extra Week, adjusted net earnings of $4.47 per diluted share for 2024 represented a decrease of 2.0% compared to adjusted net earnings of $4.56 per diluted share for 2023. The decrease in adjusted net earnings per diluted share resulted primarily from decreased adjusted FIFO operating profit, excluding fuel, and decreased fuel earnings, partially offset by a decreased LIFO charge and lower net interest expense.​RETURN ON INVESTED CAPITAL​We calculate return on invested capital (“ROIC”) by dividing adjusted ROIC operating profit for the prior four quarters by the average invested capital. Adjusted operating profit for ROIC purposes is calculated by excluding certain items included in operating profit, and adding back our LIFO charge, depreciation and amortization and rent to our U.S. GAAP operating profit of the prior four quarters. Average invested capital is calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve and (iii) the average accumulated depreciation and amortization; minus (i) the average taxes receivable, (ii) the average accounts payable, (iii) the average accrued salaries and wages and (iv) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. ROIC is a non-GAAP financial measure of performance. ROIC should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital. Management believes ROIC is a useful metric to investors and analysts because it measures how effectively we are deploying our assets.​Although ROIC is a relatively standard financial term, numerous methods exist for calculating a company’s ROIC. As a result, the method used by our management to calculate ROIC may differ from methods other companies use to calculate their ROIC. We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies.​38 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 $3.67 per diluted share for 2024 represented an increase of 24.0% compared to net earnings of $2.96 per diluted share for 2023. Excluding the 2024 and 2023 Adjusted Items and the Extra Week, adjusted net earnings of $4.47 per diluted share for 2024 represented a decrease of 2.0% compared to adjusted net earnings of $4.56 per diluted share for 2023. The decrease in adjusted net earnings per diluted share resulted primarily from decreased adjusted FIFO operating profit, excluding fuel, and decreased fuel earnings, partially offset by a decreased LIFO charge and lower net interest expense.​RETURN ON INVESTED CAPITAL​We calculate return on invested capital (“ROIC”) by dividing adjusted ROIC operating profit for the prior four quarters by the average invested capital. Adjusted operating profit for ROIC purposes is calculated by excluding certain items included in operating profit, and adding back our LIFO charge, depreciation and amortization and rent to our U.S. GAAP operating profit of the prior four quarters. Average invested capital is calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve and (iii) the average accumulated depreciation and amortization; minus (i) the average taxes receivable, (ii) the average accounts payable, (iii) the average accrued salaries and wages and (iv) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. ROIC is a non-GAAP financial measure of performance. ROIC should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital. Management believes ROIC is a useful metric to investors and analysts because it measures how effectively we are deploying our assets.​Although ROIC is a relatively standard financial term, numerous methods exist for calculating a company’s ROIC. As a result, the method used by our management to calculate ROIC may differ from methods other companies use to calculate their ROIC. We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies.​ 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 $3.67 per diluted share for 2024 represented an increase of 24.0% compared to net earnings of $2.96 per diluted share for 2023. Excluding the 2024 and 2023 Adjusted Items and the Extra Week, adjusted net earnings of $4.47 per diluted share for 2024 represented a decrease of 2.0% compared to adjusted net earnings of $4.56 per diluted share for 2023. The decrease in adjusted net earnings per diluted share resulted primarily from decreased adjusted FIFO operating profit, excluding fuel, and decreased fuel earnings, partially offset by a decreased LIFO charge and lower net interest expense.​RETURN ON INVESTED CAPITAL​We calculate return on invested capital (“ROIC”) by dividing adjusted ROIC operating profit for the prior four quarters by the average invested capital. Adjusted operating profit for ROIC purposes is calculated by excluding certain items included in operating profit, and adding back our LIFO charge, depreciation and amortization and rent to our U.S. GAAP operating profit of the prior four quarters. Average invested capital is calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve and (iii) the average accumulated depreciation and amortization; minus (i) the average taxes receivable, (ii) the average accounts payable, (iii) the average accrued salaries and wages and (iv) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. ROIC is a non-GAAP financial measure of performance. ROIC should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital. Management believes ROIC is a useful metric to investors and analysts because it measures how effectively we are deploying our assets.​Although ROIC is a relatively standard financial term, numerous methods exist for calculating a company’s ROIC. As a result, the method used by our management to calculate ROIC may differ from methods other companies use to calculate their ROIC. We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies.​ 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 $3.67 per diluted share for 2024 represented an increase of 24.0% compared to net earnings of $2.96 per diluted share for 2023. Excluding the 2024 and 2023 Adjusted Items and the Extra Week, adjusted net earnings of $4.47 per diluted share for 2024 represented a decrease of 2.0% compared to adjusted net earnings of $4.56 per diluted share for 2023. The decrease in adjusted net earnings per diluted share resulted primarily from decreased adjusted FIFO operating profit, excluding fuel, and decreased fuel earnings, partially offset by a decreased LIFO charge and lower net interest expense. ​" }, { "status": "MODIFIED", "current_title": "PRODUCT SAFETY", "prior_title": "EMPLOYEE MATTERS", "similarity_score": 0.913, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Customers count on Kroger to provide them with safe food, drugs and other merchandise.\"", "Reworded sentence: \"Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur (and have occurred in the past) if we are unable to negotiate new contracts with the applicable labor union.\"", "Reworded sentence: \"While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us or the successful transition of responsibilities following departures or role changes.\"", "Reworded sentence: \"We compete with other retail and non-retail businesses for these associates and invest significant resources in training and motivating them.\"", "Reworded sentence: \"If we are unable to attract, develop, retain and effectively manage the development and succession plans for our associates, including members of our senior management, key associates and executives, it could have a material adverse effect on our business, financial condition, results of operations or cash flows.​DATA AND TECHNOLOGY​Our business is increasingly dependent on information technology systems that are complex.\"" ], "current_body": "​ Customers count on Kroger to provide them with safe food, drugs and other merchandise. Concerns regarding the safety of the products that we sell could cause shoppers to avoid purchasing certain products from us or to seek alternative sources of supply, even if the basis for the concern is outside of our control. Any lost confidence on the part of our customers would be difficult and costly to reestablish. We could be adversely affected by personal injury or product liability claims, product recalls, or other health and safety issues, which occur from time to time. If we sell products that cause illness or injury to customers, resulting from product contamination or spoilage, the presence of certain substances, or damage caused in handling, storage or transportation, we could be exposed to claims or litigation. Any issue regarding the safety of items, whether Our Brands items manufactured by us or for us or consumer packaged goods products we sell, regardless of the cause, could have a substantial and adverse effect on our reputation, financial condition, results of operations or cash flows. ​ 11 11 11 EMPLOYEE MATTERS​More than two-thirds of our associates are covered by collective bargaining agreements with unions, and our relationship with those unions, including any work stoppage affecting a substantial number of locations, could have a material adverse effect on our financial condition, results of operations or cash flows. We are a party to approximately 350 collective bargaining agreements. Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur (and have occurred in the past) if we are unable to negotiate new contracts with the applicable labor union. In addition, changes to national labor policy could affect relations with our associates and with unions. Further, if we are unable to control health care, pension and wage costs, or if we have insufficient operational flexibility under our collective bargaining agreements, we may experience increased operating costs and an adverse effect on our financial condition, results of operations or cash flows.​We have committed to paying fair wages and providing the benefits that were collectively bargained with the United Food and Commercial Workers (“UFCW”) and other labor unions representing our associates. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including regulatory changes, wage rates, and healthcare and other insurance costs. Changes to wage regulations, including further increases in the minimum wage or ordinances related to pay or working conditions enacted by local governments, could have an effect on our future financial condition, results of operations or cash flows. Our ability to meet our labor needs, while controlling wages and other costs, is subject to numerous external factors, including the available qualified workforce in each area where we are located, unemployment levels within those areas, wage rates, and changes in employment and labor laws.​Our continued success depends on the ongoing contributions of our associates, including members of our senior management, key associates and executives. While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us or the successful transition of responsibilities following departures or role changes. It may be difficult to replace key executives because of the limited number of qualified individuals with the breadth of skills and experience necessary for our business. We must recruit, hire, develop and retain qualified associates with an increasingly large range of skills to meet the needs of our evolving and complex business. We compete with other retail and non-retail businesses for these associates and invest significant resources in training and motivating them. Competition among potential employers has resulted, and may in the future result, in increased associate costs and has from time to time affected our ability to recruit and retain associates. If we are unable to attract, develop, retain and effectively manage the development and succession plans for our associates, including members of our senior management, key associates and executives, it could have a material adverse effect on our business, financial condition, results of operations or cash flows.​DATA AND TECHNOLOGY​Our business is increasingly dependent on information technology systems that are complex. If we were to experience difficulties maintaining or operating existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. As we modernize legacy systems, if we are unable to successfully implement those systems in a coordinated manner across internal and external stakeholders, we could be subject to business interruption or reputation risk with our customers, suppliers or associates.​Rapidly evolving technological and regulatory developments related to artificial intelligence (“AI”) and related technologies may increase competitive, legal, and security risks facing the Company. While we are utilizing AI and machine learning capabilities across our business, our competitors or other third parties may incorporate AI into their products, services and operations more successfully, which could impair our ability to compete effectively, or adversely affect our results of operations or our ability to improve operational efficiency. ​To effectively compete, we may need to increase investments in new capabilities and processes incorporating AI, as well as develop appropriate protections, safeguards, and policies for handling data and mitigating information security, data privacy and legal risks. Furthermore, the regulatory and legal landscape regarding AI is rapidly evolving and the Company may be challenged to timely comply in a cost-effective manner.​12 EMPLOYEE MATTERS​More than two-thirds of our associates are covered by collective bargaining agreements with unions, and our relationship with those unions, including any work stoppage affecting a substantial number of locations, could have a material adverse effect on our financial condition, results of operations or cash flows. We are a party to approximately 350 collective bargaining agreements. Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur (and have occurred in the past) if we are unable to negotiate new contracts with the applicable labor union. In addition, changes to national labor policy could affect relations with our associates and with unions. Further, if we are unable to control health care, pension and wage costs, or if we have insufficient operational flexibility under our collective bargaining agreements, we may experience increased operating costs and an adverse effect on our financial condition, results of operations or cash flows.​We have committed to paying fair wages and providing the benefits that were collectively bargained with the United Food and Commercial Workers (“UFCW”) and other labor unions representing our associates. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including regulatory changes, wage rates, and healthcare and other insurance costs. Changes to wage regulations, including further increases in the minimum wage or ordinances related to pay or working conditions enacted by local governments, could have an effect on our future financial condition, results of operations or cash flows. Our ability to meet our labor needs, while controlling wages and other costs, is subject to numerous external factors, including the available qualified workforce in each area where we are located, unemployment levels within those areas, wage rates, and changes in employment and labor laws.​Our continued success depends on the ongoing contributions of our associates, including members of our senior management, key associates and executives. While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us or the successful transition of responsibilities following departures or role changes. It may be difficult to replace key executives because of the limited number of qualified individuals with the breadth of skills and experience necessary for our business. We must recruit, hire, develop and retain qualified associates with an increasingly large range of skills to meet the needs of our evolving and complex business. We compete with other retail and non-retail businesses for these associates and invest significant resources in training and motivating them. Competition among potential employers has resulted, and may in the future result, in increased associate costs and has from time to time affected our ability to recruit and retain associates. If we are unable to attract, develop, retain and effectively manage the development and succession plans for our associates, including members of our senior management, key associates and executives, it could have a material adverse effect on our business, financial condition, results of operations or cash flows.​DATA AND TECHNOLOGY​Our business is increasingly dependent on information technology systems that are complex. If we were to experience difficulties maintaining or operating existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. As we modernize legacy systems, if we are unable to successfully implement those systems in a coordinated manner across internal and external stakeholders, we could be subject to business interruption or reputation risk with our customers, suppliers or associates.​Rapidly evolving technological and regulatory developments related to artificial intelligence (“AI”) and related technologies may increase competitive, legal, and security risks facing the Company. While we are utilizing AI and machine learning capabilities across our business, our competitors or other third parties may incorporate AI into their products, services and operations more successfully, which could impair our ability to compete effectively, or adversely affect our results of operations or our ability to improve operational efficiency. ​To effectively compete, we may need to increase investments in new capabilities and processes incorporating AI, as well as develop appropriate protections, safeguards, and policies for handling data and mitigating information security, data privacy and legal risks. Furthermore, the regulatory and legal landscape regarding AI is rapidly evolving and the Company may be challenged to timely comply in a cost-effective manner.​", "prior_body": "​ Nearly two-thirds of our associates are covered by collective bargaining agreements with unions, and our relationship with those unions, including any work stoppage affecting a substantial number of locations, could have a material adverse effect on our financial condition, results of operations or cash flows. We are a party to approximately 350 collective bargaining agreements. Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur (and have occurred in the past) if we are unable to negotiate new contracts with labor unions. In addition, changes to national labor policy could affect labor relations with our associates and relationships with unions. Further, if we are unable to control health care, pension and wage costs, or if we have insufficient operational flexibility under our collective bargaining agreements, we may experience increased operating costs and an adverse effect on our financial condition, results of operations or cash flows. ​ 11 11 11 We have committed to paying fair wages and providing the benefits that were collectively bargained with the United Food and Commercial Workers (“UFCW”) and other labor unions representing associates. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including regulatory changes, wage rates, and healthcare and other insurance costs. Changes to wage regulations, including further increases in the minimum wage or ordinances related to pay or working conditions enacted by local governments, could have an effect on our future financial condition, results of operations or cash flows. Our ability to meet our labor needs, while controlling wages and other costs, is subject to numerous external factors, including the available qualified workforce in each area where we are located, unemployment levels within those areas, wage rates, and changes in employment and labor laws.​Our continued success depends on the ongoing contributions of our associates, including members of our senior management, key associates and executives. While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us. For example, we recently experienced several key executive changes. It may be difficult to replace key executives because of the limited number of qualified individuals with the breadth of skills and experience necessary for our business. We must recruit, hire, develop and retain qualified associates with an increasingly large range of skills to meet the needs of our evolving and complex business. We compete with other retail and non- retail businesses for these associates and invest significant resources in training and motivating them. Competition among potential employers has resulted, and may in the future result, in increased associate costs and has from time to time affected our ability to recruit and retain associates. If we are unable to attract, develop, retain and effectively manage the development and succession plans for our associates, including members of our senior management, key associates and executives, it could have a material adverse effect on our business, financial condition, results of operations or cash flows.​DATA AND TECHNOLOGY​Our business is increasingly dependent on information technology systems that are complex and vital to continuing operations, resulting in an expansion of our technological presence and corresponding risk exposure. If we were to experience difficulties maintaining or operating existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. As we modernize legacy systems, if we are unable to successfully implement those systems in a coordinated manner across internal and external stakeholders, we could be subject to business interruption or reputation risk with our customers, suppliers or associates.​Rapidly evolving technological and regulatory developments related to Artificial Intelligence (“AI”) and related technologies may increase competitive, legal, and security risks facing the Company. While we are utilizing AI and machine learning capabilities across our business, our competitors or other third parties may incorporate AI into their products, services and operations more successfully, which could impair our ability to compete effectively, or adversely affect our results of operations or our ability to improve operational efficiency. ​To effectively compete, we may need to increase investments to innovate new capabilities and processes incorporating AI as well as to develop appropriate protections, safeguards, and policies for handling data and mitigating information security, data privacy and legal risks. Furthermore, the regulatory and legal landscape regarding AI is rapidly evolving and the Company may be challenged to timely comply in a cost-effective manner.​Through our sales and marketing activities, we collect and store some personal information that our customers provide to us. We also gather and retain information about our associates in the normal course of business. Under certain circumstances, we may share information with third parties that assist us in conducting our business, as required by law, or otherwise in accordance with our privacy policy.​12 We have committed to paying fair wages and providing the benefits that were collectively bargained with the United Food and Commercial Workers (“UFCW”) and other labor unions representing associates. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including regulatory changes, wage rates, and healthcare and other insurance costs. Changes to wage regulations, including further increases in the minimum wage or ordinances related to pay or working conditions enacted by local governments, could have an effect on our future financial condition, results of operations or cash flows. Our ability to meet our labor needs, while controlling wages and other costs, is subject to numerous external factors, including the available qualified workforce in each area where we are located, unemployment levels within those areas, wage rates, and changes in employment and labor laws.​Our continued success depends on the ongoing contributions of our associates, including members of our senior management, key associates and executives. While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us. For example, we recently experienced several key executive changes. It may be difficult to replace key executives because of the limited number of qualified individuals with the breadth of skills and experience necessary for our business. We must recruit, hire, develop and retain qualified associates with an increasingly large range of skills to meet the needs of our evolving and complex business. We compete with other retail and non- retail businesses for these associates and invest significant resources in training and motivating them. Competition among potential employers has resulted, and may in the future result, in increased associate costs and has from time to time affected our ability to recruit and retain associates. If we are unable to attract, develop, retain and effectively manage the development and succession plans for our associates, including members of our senior management, key associates and executives, it could have a material adverse effect on our business, financial condition, results of operations or cash flows.​DATA AND TECHNOLOGY​Our business is increasingly dependent on information technology systems that are complex and vital to continuing operations, resulting in an expansion of our technological presence and corresponding risk exposure. If we were to experience difficulties maintaining or operating existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. As we modernize legacy systems, if we are unable to successfully implement those systems in a coordinated manner across internal and external stakeholders, we could be subject to business interruption or reputation risk with our customers, suppliers or associates.​Rapidly evolving technological and regulatory developments related to Artificial Intelligence (“AI”) and related technologies may increase competitive, legal, and security risks facing the Company. While we are utilizing AI and machine learning capabilities across our business, our competitors or other third parties may incorporate AI into their products, services and operations more successfully, which could impair our ability to compete effectively, or adversely affect our results of operations or our ability to improve operational efficiency. ​To effectively compete, we may need to increase investments to innovate new capabilities and processes incorporating AI as well as to develop appropriate protections, safeguards, and policies for handling data and mitigating information security, data privacy and legal risks. Furthermore, the regulatory and legal landscape regarding AI is rapidly evolving and the Company may be challenged to timely comply in a cost-effective manner.​Through our sales and marketing activities, we collect and store some personal information that our customers provide to us. We also gather and retain information about our associates in the normal course of business. Under certain circumstances, we may share information with third parties that assist us in conducting our business, as required by law, or otherwise in accordance with our privacy policy.​ We have committed to paying fair wages and providing the benefits that were collectively bargained with the United Food and Commercial Workers (“UFCW”) and other labor unions representing associates. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including regulatory changes, wage rates, and healthcare and other insurance costs. Changes to wage regulations, including further increases in the minimum wage or ordinances related to pay or working conditions enacted by local governments, could have an effect on our future financial condition, results of operations or cash flows. Our ability to meet our labor needs, while controlling wages and other costs, is subject to numerous external factors, including the available qualified workforce in each area where we are located, unemployment levels within those areas, wage rates, and changes in employment and labor laws.​Our continued success depends on the ongoing contributions of our associates, including members of our senior management, key associates and executives. While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us. For example, we recently experienced several key executive changes. It may be difficult to replace key executives because of the limited number of qualified individuals with the breadth of skills and experience necessary for our business. We must recruit, hire, develop and retain qualified associates with an increasingly large range of skills to meet the needs of our evolving and complex business. We compete with other retail and non- retail businesses for these associates and invest significant resources in training and motivating them. Competition among potential employers has resulted, and may in the future result, in increased associate costs and has from time to time affected our ability to recruit and retain associates. If we are unable to attract, develop, retain and effectively manage the development and succession plans for our associates, including members of our senior management, key associates and executives, it could have a material adverse effect on our business, financial condition, results of operations or cash flows.​DATA AND TECHNOLOGY​Our business is increasingly dependent on information technology systems that are complex and vital to continuing operations, resulting in an expansion of our technological presence and corresponding risk exposure. If we were to experience difficulties maintaining or operating existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. As we modernize legacy systems, if we are unable to successfully implement those systems in a coordinated manner across internal and external stakeholders, we could be subject to business interruption or reputation risk with our customers, suppliers or associates.​Rapidly evolving technological and regulatory developments related to Artificial Intelligence (“AI”) and related technologies may increase competitive, legal, and security risks facing the Company. While we are utilizing AI and machine learning capabilities across our business, our competitors or other third parties may incorporate AI into their products, services and operations more successfully, which could impair our ability to compete effectively, or adversely affect our results of operations or our ability to improve operational efficiency. ​To effectively compete, we may need to increase investments to innovate new capabilities and processes incorporating AI as well as to develop appropriate protections, safeguards, and policies for handling data and mitigating information security, data privacy and legal risks. Furthermore, the regulatory and legal landscape regarding AI is rapidly evolving and the Company may be challenged to timely comply in a cost-effective manner.​Through our sales and marketing activities, we collect and store some personal information that our customers provide to us. We also gather and retain information about our associates in the normal course of business. Under certain circumstances, we may share information with third parties that assist us in conducting our business, as required by law, or otherwise in accordance with our privacy policy.​ We have committed to paying fair wages and providing the benefits that were collectively bargained with the United Food and Commercial Workers (“UFCW”) and other labor unions representing associates. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including regulatory changes, wage rates, and healthcare and other insurance costs. Changes to wage regulations, including further increases in the minimum wage or ordinances related to pay or working conditions enacted by local governments, could have an effect on our future financial condition, results of operations or cash flows. Our ability to meet our labor needs, while controlling wages and other costs, is subject to numerous external factors, including the available qualified workforce in each area where we are located, unemployment levels within those areas, wage rates, and changes in employment and labor laws. ​ Our continued success depends on the ongoing contributions of our associates, including members of our senior management, key associates and executives. While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us. For example, we recently experienced several key executive changes. It may be difficult to replace key executives because of the limited number of qualified individuals with the breadth of skills and experience necessary for our business. We must recruit, hire, develop and retain qualified associates with an increasingly large range of skills to meet the needs of our evolving and complex business. We compete with other retail and non- retail businesses for these associates and invest significant resources in training and motivating them. Competition among potential employers has resulted, and may in the future result, in increased associate costs and has from time to time affected our ability to recruit and retain associates. If we are unable to attract, develop, retain and effectively manage the development and succession plans for our associates, including members of our senior management, key associates and executives, it could have a material adverse effect on our business, financial condition, results of operations or cash flows. ​" }, { "status": "MODIFIED", "current_title": "ACCOUNTING POLICIES", "prior_title": "February 1, 2025", "similarity_score": 0.911, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ The following is a summary of the significant accounting policies followed in preparing these financial statements.\"", "Reworded sentence: \"​ The determination of the obligation and expense for company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts.\"", "Reworded sentence: \"While the Company believes the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.\"", "Reworded sentence: \"Refer to Note 15 for additional information regarding the Company’s participation in these various multi-employer pension plans.\"", "Reworded sentence: \"Refer to Note 14 for additional information regarding the Company’s benefit plans.\"" ], "current_body": "​ The following is a summary of the significant accounting policies followed in preparing these financial statements. ​ Description of Business, Basis of Presentation and Principles of Consolidation ​ The Kroger Co. (the “Company”) was founded in 1883 and incorporated in 1902. The Company is a food and drug retailer that operates 2,697 supermarkets, 2,250 pharmacies and 1,731 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience. The Company also manufactures and processes food for sale by its supermarkets and online. The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries and other consolidated entities. Intercompany transactions and balances have been eliminated. ​ Fiscal Year ​ The Company’s fiscal year ends on the Saturday nearest January 31. The last three fiscal years consist of the 52-week period ended January 31, 2026, the 52-week period ended February 1, 2025 and the 53-week period ended February 3, 2024. ​ Pervasiveness of Estimates ​ The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period is also required. Actual results could differ from those estimates. ​ Cash, Temporary Cash Investments and Book Overdrafts ​ Cash and temporary cash investments represent store cash and short-term investments with original maturities of less than three months. Book overdrafts are included in “Accounts payable” and “Accrued salaries and wages” in the Consolidated Balance Sheets. ​ Deposits In-Transit ​ Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with debit cards, credit cards and checks, to which the Company does not have immediate access but settle within a few days of the sales transaction. ​ Inventories ​ Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market. In total, approximately 91% of inventories in 2025 and 92% of inventories in 2024 were valued using the LIFO method. The remaining inventories, including substantially all fuel inventories, are stated at the lower of cost (on a first-in, first-out “FIFO” basis) or net realizable value. Replacement cost was higher than the carrying amount by $2,553 at January 31, 2026 and $2,404 at February 1, 2025. The Company follows the Link-Chain, Dollar-Value LIFO method for purposes of calculating its LIFO charge. ​ 59 59 59 ​The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions. This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold. The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory. In addition, substantially all of the Company’s inventory consists of finished goods and is recorded at actual purchase costs (net of vendor allowances and cash discounts).​The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date.​Property, Plant and Equipment​Property, plant and equipment are recorded at cost or, in the case of assets acquired in a business combination, at fair value. Depreciation and amortization expense, which includes the depreciation of assets recorded under finance leases, is computed principally using the straight-line method over the estimated useful lives of individual assets. Buildings and land improvements are depreciated based on lives varying from 10 to 40 years. All new purchases of store equipment are assigned lives varying from three to nine years. Leasehold improvements are amortized over the shorter of the lease term to which they relate, which generally varies from four to 25 years, or the useful life of the asset. Food production plant, fulfillment center and distribution center equipment is depreciated over lives varying from three to 15 years. Information technology assets are generally depreciated over three to five years. Depreciation and amortization expense was $3,332 in 2025, $3,246 in 2024, and $3,125 in 2023.​Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities. Upon retirement or disposal of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and any gain or loss is reflected in net earnings. Refer to Note 3 for further information regarding the Company’s property, plant and equipment.​Leases​The Company leases certain store real estate, warehouses, distribution centers, fulfillment centers, office space and equipment. The Company determines if an arrangement is a lease at inception. Finance and operating lease assets and liabilities are recognized at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments, lease incentives and impairment, if any. To determine the present value of lease payments, the Company estimates an incremental borrowing rate which represents the rate used for a secured borrowing of a similar term as the lease.​Lease terms generally range from 10 to 20 years with options to renew for varying terms at the Company’s sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Operating lease payments are charged on a straight-line basis to rent expense over the lease term and finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Assets under finance leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term, if shorter. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. See Note 9 for additional information on leases.​60 ​ ​ The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions. This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold. The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory. In addition, substantially all of the Company’s inventory consists of finished goods and is recorded at actual purchase costs (net of vendor allowances and cash discounts).​The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date.​Property, Plant and Equipment​Property, plant and equipment are recorded at cost or, in the case of assets acquired in a business combination, at fair value. Depreciation and amortization expense, which includes the depreciation of assets recorded under finance leases, is computed principally using the straight-line method over the estimated useful lives of individual assets. Buildings and land improvements are depreciated based on lives varying from 10 to 40 years. All new purchases of store equipment are assigned lives varying from three to nine years. Leasehold improvements are amortized over the shorter of the lease term to which they relate, which generally varies from four to 25 years, or the useful life of the asset. Food production plant, fulfillment center and distribution center equipment is depreciated over lives varying from three to 15 years. Information technology assets are generally depreciated over three to five years. Depreciation and amortization expense was $3,332 in 2025, $3,246 in 2024, and $3,125 in 2023.​Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities. Upon retirement or disposal of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and any gain or loss is reflected in net earnings. Refer to Note 3 for further information regarding the Company’s property, plant and equipment.​Leases​The Company leases certain store real estate, warehouses, distribution centers, fulfillment centers, office space and equipment. The Company determines if an arrangement is a lease at inception. Finance and operating lease assets and liabilities are recognized at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments, lease incentives and impairment, if any. To determine the present value of lease payments, the Company estimates an incremental borrowing rate which represents the rate used for a secured borrowing of a similar term as the lease.​Lease terms generally range from 10 to 20 years with options to renew for varying terms at the Company’s sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Operating lease payments are charged on a straight-line basis to rent expense over the lease term and finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Assets under finance leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term, if shorter. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. See Note 9 for additional information on leases.​ The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions. This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold. The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory. In addition, substantially all of the Company’s inventory consists of finished goods and is recorded at actual purchase costs (net of vendor allowances and cash discounts). ​ The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date. ​ Property, Plant and Equipment ​ Property, plant and equipment are recorded at cost or, in the case of assets acquired in a business combination, at fair value. Depreciation and amortization expense, which includes the depreciation of assets recorded under finance leases, is computed principally using the straight-line method over the estimated useful lives of individual assets. Buildings and land improvements are depreciated based on lives varying from 10 to 40 years. All new purchases of store equipment are assigned lives varying from three to nine years. Leasehold improvements are amortized over the shorter of the lease term to which they relate, which generally varies from four to 25 years, or the useful life of the asset. Food production plant, fulfillment center and distribution center equipment is depreciated over lives varying from three to 15 years. Information technology assets are generally depreciated over three to five years. Depreciation and amortization expense was $3,332 in 2025, $3,246 in 2024, and $3,125 in 2023. three four three three ​ Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities. Upon retirement or disposal of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and any gain or loss is reflected in net earnings. Refer to Note 3 for further information regarding the Company’s property, plant and equipment. ​ Leases ​ The Company leases certain store real estate, warehouses, distribution centers, fulfillment centers, office space and equipment. The Company determines if an arrangement is a lease at inception. Finance and operating lease assets and liabilities are recognized at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments, lease incentives and impairment, if any. To determine the present value of lease payments, the Company estimates an incremental borrowing rate which represents the rate used for a secured borrowing of a similar term as the lease. ​ Lease terms generally range from 10 to 20 years with options to renew for varying terms at the Company’s sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Operating lease payments are charged on a straight-line basis to rent expense over the lease term and finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Assets under finance leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term, if shorter. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. See Note 9 for additional information on leases. varying terms ​ 60 60 60 ​Goodwill​The Company reviews goodwill for impairment during the fourth quarter of each year, or earlier upon the occurrence of a triggering event. The Company performs reviews of each of its operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a market multiple model, or discounted projected future cash flows, and is compared to the carrying value of a reporting unit for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. Goodwill impairment is recognized for any excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Results of the goodwill impairment reviews performed during 2025, 2024, and 2023 are summarized in Note 2.​Impairment of Long-Lived Assets​The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific asset groups, to the carrying value for those asset groups. If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. The Company records impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. The Company recorded asset impairment and related charges totaling $2,684 for 2025. This includes store closure costs of $100, $77 net of tax, related to the planned closing of approximately 60 stores, impairment of intangible assets of $50, $34 net of tax, related to classifying a certain subsidiary as held for sale and charges of $2,497, $1,908 net of tax, related to our fulfillment network not meeting operational or financial expectations, the planned closing of three automated fulfillment facilities and the cancellation of a planned site (see Note 19 for additional details). The Company recorded asset impairments in the normal course of business totaling $98 in 2024, which includes $25, $19 net of tax, for property losses. The Company recorded asset impairments in the normal course of business totaling $69 in 2023. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as operating, general and administrative (“OG&A”) expense.​Accounts Payable Financing Arrangement​The Company has an agreement with a third party to provide an accounts payable tracking system which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under this arrangement. The payment term that the Company has with participating suppliers under these programs is approximately 90 days. Outstanding obligations under this financing arrangement are included in “Accounts payable” in the Consolidated Balance Sheets.​As of January 31, 2026 and February 1, 2025, the Company had $277 and $294 in “Accounts payable,” respectively, associated with financing arrangements.​The following table summarizes the changes in the Company’s outstanding obligations under this financing arrangement through January 31, 2026:​​​​​​​​​ ​ ​ ​​2025​​2024Balance at the beginning of the year​$ 294​$ 325Invoices confirmed during the year​ 1,473​ 1,797Confirmed invoices paid during the year​ (1,490)​ (1,828)Balance at the end of the year​$ 277​$ 294​61 ​ ​ Goodwill​The Company reviews goodwill for impairment during the fourth quarter of each year, or earlier upon the occurrence of a triggering event. The Company performs reviews of each of its operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a market multiple model, or discounted projected future cash flows, and is compared to the carrying value of a reporting unit for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. Goodwill impairment is recognized for any excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Results of the goodwill impairment reviews performed during 2025, 2024, and 2023 are summarized in Note 2.​Impairment of Long-Lived Assets​The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific asset groups, to the carrying value for those asset groups. If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. The Company records impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. The Company recorded asset impairment and related charges totaling $2,684 for 2025. This includes store closure costs of $100, $77 net of tax, related to the planned closing of approximately 60 stores, impairment of intangible assets of $50, $34 net of tax, related to classifying a certain subsidiary as held for sale and charges of $2,497, $1,908 net of tax, related to our fulfillment network not meeting operational or financial expectations, the planned closing of three automated fulfillment facilities and the cancellation of a planned site (see Note 19 for additional details). The Company recorded asset impairments in the normal course of business totaling $98 in 2024, which includes $25, $19 net of tax, for property losses. The Company recorded asset impairments in the normal course of business totaling $69 in 2023. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as operating, general and administrative (“OG&A”) expense.​Accounts Payable Financing Arrangement​The Company has an agreement with a third party to provide an accounts payable tracking system which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under this arrangement. The payment term that the Company has with participating suppliers under these programs is approximately 90 days. Outstanding obligations under this financing arrangement are included in “Accounts payable” in the Consolidated Balance Sheets.​As of January 31, 2026 and February 1, 2025, the Company had $277 and $294 in “Accounts payable,” respectively, associated with financing arrangements.​The following table summarizes the changes in the Company’s outstanding obligations under this financing arrangement through January 31, 2026:​​​​​​​​​ ​ ​ ​​2025​​2024Balance at the beginning of the year​$ 294​$ 325Invoices confirmed during the year​ 1,473​ 1,797Confirmed invoices paid during the year​ (1,490)​ (1,828)Balance at the end of the year​$ 277​$ 294​ Goodwill ​ The Company reviews goodwill for impairment during the fourth quarter of each year, or earlier upon the occurrence of a triggering event. The Company performs reviews of each of its operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a market multiple model, or discounted projected future cash flows, and is compared to the carrying value of a reporting unit for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. Goodwill impairment is recognized for any excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Results of the goodwill impairment reviews performed during 2025, 2024, and 2023 are summarized in Note 2. ​ Impairment of Long-Lived Assets ​ The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific asset groups, to the carrying value for those asset groups. If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. The Company records impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. The Company recorded asset impairment and related charges totaling $2,684 for 2025. This includes store closure costs of $100, $77 net of tax, related to the planned closing of approximately 60 stores, impairment of intangible assets of $50, $34 net of tax, related to classifying a certain subsidiary as held for sale and charges of $2,497, $1,908 net of tax, related to our fulfillment network not meeting operational or financial expectations, the planned closing of three automated fulfillment facilities and the cancellation of a planned site (see Note 19 for additional details). The Company recorded asset impairments in the normal course of business totaling $98 in 2024, which includes $25, $19 net of tax, for property losses. The Company recorded asset impairments in the normal course of business totaling $69 in 2023. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as operating, general and administrative (“OG&A”) expense. ​ Accounts Payable Financing Arrangement ​ The Company has an agreement with a third party to provide an accounts payable tracking system which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under this arrangement. The payment term that the Company has with participating suppliers under these programs is approximately 90 days. Outstanding obligations under this financing arrangement are included in “Accounts payable” in the Consolidated Balance Sheets. ​ As of January 31, 2026 and February 1, 2025, the Company had $277 and $294 in “Accounts payable,” respectively, associated with financing arrangements. ​ The following table summarizes the changes in the Company’s outstanding obligations under this financing arrangement through January 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ 2024 Balance at the beginning of the year ​ $ 294 ​ $ 325 Invoices confirmed during the year ​ 1,473 ​ 1,797 Confirmed invoices paid during the year ​ (1,490) ​ (1,828) Balance at the end of the year ​ $ 277 ​ $ 294 ​ 61 61 61 ​Store Closing Costs​The Company regularly evaluates the performance of its stores and periodically closes those stores that are underperforming. Related liabilities arise, such as severance, contractual obligations and other accruals associated with store closings. The Company records a liability for costs associated with an exit or disposal activity when the liability is incurred, usually in the period the store closes. Adjustments to closed store liabilities primarily relate to actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. ​Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, plant, equipment and operating lease assets are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in the Consolidated Statements of Operations as “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred. ​Interest Rate Risk Management​The Company uses derivative instruments primarily to manage its exposure to changes in interest rates. The Company’s current program relative to interest rate protection and the methods by which the Company accounts for its derivative instruments are described in Note 6.​Benefit Plans and Multi-Employer Pension Plans​The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets. Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized as part of net periodic benefit cost are required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”). The Company has elected to measure defined benefit plan assets and obligations as of January 31, which is the month-end that is closest to its fiscal year-ends. ​The determination of the obligation and expense for company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts. Those assumptions are described in Note 14 and include, among others, the discount rate, the expected long-term rate of return on plan assets, mortality and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in future periods. While the Company believes the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.​The Company also participates in various multi-employer plans for substantially all union employees. Pension expense for these plans is recognized as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. Refer to Note 15 for additional information regarding the Company’s participation in these various multi-employer pension plans.​The Company administers and makes contributions to the employee 401(k) retirement savings accounts. Contributions to the employee 401(k) retirement savings accounts are expensed when contributed or over the service period in the case of automatic contributions. Refer to Note 14 for additional information regarding the Company’s benefit plans.​62 ​ ​ Store Closing Costs​The Company regularly evaluates the performance of its stores and periodically closes those stores that are underperforming. Related liabilities arise, such as severance, contractual obligations and other accruals associated with store closings. The Company records a liability for costs associated with an exit or disposal activity when the liability is incurred, usually in the period the store closes. Adjustments to closed store liabilities primarily relate to actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. ​Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, plant, equipment and operating lease assets are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in the Consolidated Statements of Operations as “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred. ​Interest Rate Risk Management​The Company uses derivative instruments primarily to manage its exposure to changes in interest rates. The Company’s current program relative to interest rate protection and the methods by which the Company accounts for its derivative instruments are described in Note 6.​Benefit Plans and Multi-Employer Pension Plans​The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets. Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized as part of net periodic benefit cost are required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”). The Company has elected to measure defined benefit plan assets and obligations as of January 31, which is the month-end that is closest to its fiscal year-ends. ​The determination of the obligation and expense for company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts. Those assumptions are described in Note 14 and include, among others, the discount rate, the expected long-term rate of return on plan assets, mortality and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in future periods. While the Company believes the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.​The Company also participates in various multi-employer plans for substantially all union employees. Pension expense for these plans is recognized as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. Refer to Note 15 for additional information regarding the Company’s participation in these various multi-employer pension plans.​The Company administers and makes contributions to the employee 401(k) retirement savings accounts. Contributions to the employee 401(k) retirement savings accounts are expensed when contributed or over the service period in the case of automatic contributions. Refer to Note 14 for additional information regarding the Company’s benefit plans.​ Store Closing Costs ​ The Company regularly evaluates the performance of its stores and periodically closes those stores that are underperforming. Related liabilities arise, such as severance, contractual obligations and other accruals associated with store closings. The Company records a liability for costs associated with an exit or disposal activity when the liability is incurred, usually in the period the store closes. Adjustments to closed store liabilities primarily relate to actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. ​ Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, plant, equipment and operating lease assets are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in the Consolidated Statements of Operations as “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred. ​ Interest Rate Risk Management ​ The Company uses derivative instruments primarily to manage its exposure to changes in interest rates. The Company’s current program relative to interest rate protection and the methods by which the Company accounts for its derivative instruments are described in Note 6. ​ Benefit Plans and Multi-Employer Pension Plans ​ The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets. Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized as part of net periodic benefit cost are required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”). The Company has elected to measure defined benefit plan assets and obligations as of January 31, which is the month-end that is closest to its fiscal year-ends. ​ The determination of the obligation and expense for company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts. Those assumptions are described in Note 14 and include, among others, the discount rate, the expected long-term rate of return on plan assets, mortality and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in future periods. While the Company believes the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense. ​ The Company also participates in various multi-employer plans for substantially all union employees. Pension expense for these plans is recognized as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. Refer to Note 15 for additional information regarding the Company’s participation in these various multi-employer pension plans. ​ The Company administers and makes contributions to the employee 401(k) retirement savings accounts. Contributions to the employee 401(k) retirement savings accounts are expensed when contributed or over the service period in the case of automatic contributions. Refer to Note 14 for additional information regarding the Company’s benefit plans. ​ 62 62 62 ​Share Based Compensation​The Company recognizes compensation expense for all share-based payments granted under fair value recognition provisions. The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award based on the fair value at the date of the grant. The Company grants options for common shares (“stock options”) to employees under various plans at an option price equal to the fair market value of the underlying shares on the grant date of the award. Stock options typically expire 10 years from the date of grant. Stock options vest between one and four years from the date of grant. In addition to stock options, the Company awards restricted stock to employees and incentive shares to nonemployee directors under various plans. The restrictions on these restricted stock awards generally lapse between one and four years from the date of the awards. The Company determines the fair value for restricted stock awards in an amount equal to the fair market value of the underlying shares on the grant date of the award.​Deferred Income Taxes​Deferred income taxes are recorded to reflect the tax consequences of differences between the tax basis of assets and liabilities and their financial reporting basis. Refer to Note 4 for the types of differences that give rise to significant portions of deferred income tax assets and liabilities. ​Uncertain Tax Positions​The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in its consolidated financial statements. Refer to Note 4 for the amount of unrecognized tax benefits and other related disclosures related to uncertain tax positions.​Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. As of January 31, 2026, the years ended January 29, 2022 and forward remain open for review for federal income tax purposes.​The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.​Self-Insurance Costs​The Company is primarily self-insured for costs related to workers’ compensation and general liability claims. Liabilities are actuarially determined and are recognized based on claims filed and an estimate of claims incurred but not reported. The liabilities for workers’ compensation claims are accounted for on a present value basis. The Company has purchased stop-loss coverage to limit its exposure to any significant exposure on a per claim basis. The Company is insured for covered costs in excess of these per claim limits.​The following table summarizes the changes in the Company’s self-insurance liability through January 31, 2026:​​​​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​2023 Beginning balance​$ 843​$ 761​$ 712​Expense(1)​ 457​ 427​ 330​Claim payments​ (387)​ (345)​ (281)​Ending balance​ 913​ 843​ 761​Less: Current portion​ (387)​ (345)​ (281)​Long-term portion​$ 526​$ 498​$ 480​(1)The increase in 2025, compared to 2024, and the increase in 2024, compared to 2023, were the result of higher claim costs.​63 ​ ​ Share Based Compensation​The Company recognizes compensation expense for all share-based payments granted under fair value recognition provisions. The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award based on the fair value at the date of the grant. The Company grants options for common shares (“stock options”) to employees under various plans at an option price equal to the fair market value of the underlying shares on the grant date of the award. Stock options typically expire 10 years from the date of grant. Stock options vest between one and four years from the date of grant. In addition to stock options, the Company awards restricted stock to employees and incentive shares to nonemployee directors under various plans. The restrictions on these restricted stock awards generally lapse between one and four years from the date of the awards. The Company determines the fair value for restricted stock awards in an amount equal to the fair market value of the underlying shares on the grant date of the award.​Deferred Income Taxes​Deferred income taxes are recorded to reflect the tax consequences of differences between the tax basis of assets and liabilities and their financial reporting basis. Refer to Note 4 for the types of differences that give rise to significant portions of deferred income tax assets and liabilities. ​Uncertain Tax Positions​The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in its consolidated financial statements. Refer to Note 4 for the amount of unrecognized tax benefits and other related disclosures related to uncertain tax positions.​Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. As of January 31, 2026, the years ended January 29, 2022 and forward remain open for review for federal income tax purposes.​The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.​Self-Insurance Costs​The Company is primarily self-insured for costs related to workers’ compensation and general liability claims. Liabilities are actuarially determined and are recognized based on claims filed and an estimate of claims incurred but not reported. The liabilities for workers’ compensation claims are accounted for on a present value basis. The Company has purchased stop-loss coverage to limit its exposure to any significant exposure on a per claim basis. The Company is insured for covered costs in excess of these per claim limits.​The following table summarizes the changes in the Company’s self-insurance liability through January 31, 2026:​​​​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​2023 Beginning balance​$ 843​$ 761​$ 712​Expense(1)​ 457​ 427​ 330​Claim payments​ (387)​ (345)​ (281)​Ending balance​ 913​ 843​ 761​Less: Current portion​ (387)​ (345)​ (281)​Long-term portion​$ 526​$ 498​$ 480​(1)The increase in 2025, compared to 2024, and the increase in 2024, compared to 2023, were the result of higher claim costs.​ Share Based Compensation ​ The Company recognizes compensation expense for all share-based payments granted under fair value recognition provisions. The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award based on the fair value at the date of the grant. The Company grants options for common shares (“stock options”) to employees under various plans at an option price equal to the fair market value of the underlying shares on the grant date of the award. Stock options typically expire 10 years from the date of grant. Stock options vest between one and four years from the date of grant. In addition to stock options, the Company awards restricted stock to employees and incentive shares to nonemployee directors under various plans. The restrictions on these restricted stock awards generally lapse between one and four years from the date of the awards. The Company determines the fair value for restricted stock awards in an amount equal to the fair market value of the underlying shares on the grant date of the award. one one ​ Deferred Income Taxes ​ Deferred income taxes are recorded to reflect the tax consequences of differences between the tax basis of assets and liabilities and their financial reporting basis. Refer to Note 4 for the types of differences that give rise to significant portions of deferred income tax assets and liabilities. ​ Uncertain Tax Positions ​ The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in its consolidated financial statements. Refer to Note 4 for the amount of unrecognized tax benefits and other related disclosures related to uncertain tax positions. ​ Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. As of January 31, 2026, the years ended January 29, 2022 and forward remain open for review for federal income tax purposes. ​ The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. ​ Self-Insurance Costs ​ The Company is primarily self-insured for costs related to workers’ compensation and general liability claims. Liabilities are actuarially determined and are recognized based on claims filed and an estimate of claims incurred but not reported. The liabilities for workers’ compensation claims are accounted for on a present value basis. The Company has purchased stop-loss coverage to limit its exposure to any significant exposure on a per claim basis. The Company is insured for covered costs in excess of these per claim limits. ​ The following table summarizes the changes in the Company’s self-insurance liability through January 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Beginning balance ​ $ 843 ​ $ 761 ​ $ 712 ​ Expense(1) ​ 457 ​ 427 ​ 330 ​ Claim payments ​ (387) ​ (345) ​ (281) ​ Ending balance ​ 913 ​ 843 ​ 761 ​ Less: Current portion ​ (387) ​ (345) ​ (281) ​ Long-term portion ​ $ 526 ​ $ 498 ​ $ 480 ​ ​ 63 63 63 ​The current portion of the self-insured liability is included in “Other current liabilities,” and the long-term portion is included in “Other long-term liabilities” in the Consolidated Balance Sheets.​The Company maintains surety bonds related to self-insured workers’ compensation claims. These bonds are required by most states in which the Company is self-insured for workers’ compensation and are placed with third-party insurance providers to insure payment of the Company’s obligations in the event the Company is unable to meet its claim payment obligations up to its self-insured retention levels. These bonds do not represent liabilities of the Company, as the Company has recorded reserves for the claim costs.​The Company also maintains insurance coverages for certain risks, including cyber exposure and property-related losses. The Company’s insurance coverage begins for these exposures ranging from $20 to $30.​Revenue Recognition​Sales​The Company recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. eCommerce-originated sales are recognized either upon pickup in store or upon delivery to the customer. Amounts billed to a customer related to shipping and delivery represent revenues earned for the goods provided and are classified as sales. When shipping is discounted, it is recorded as an adjustment to sales. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of the Company’s stores or online, tender is accepted at the point of sale. The Company acts as principal in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. The Company records revenue and related costs on a gross basis for these arrangements. For pharmacy sales, collection of third-party receivables is typically expected within three months or less from the time of purchase. The third-party receivables from pharmacy sales are recorded in “Receivables” in the Company’s Consolidated Balance Sheets and were $631 as of January 31, 2026 and $622 as of February 1, 2025.​Gift Cards and Gift Certificates​The Company does not recognize revenue when it sells its own gift cards and gift certificates (collectively “gift cards”). Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift cards are redeemed to purchase the Company’s products. The Company’s gift cards do not expire. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. The Company’s gift card deferred revenue liability was $286 as of January 31, 2026 and $256 as of February 1, 2025.​64 ​ ​ The current portion of the self-insured liability is included in “Other current liabilities,” and the long-term portion is included in “Other long-term liabilities” in the Consolidated Balance Sheets.​The Company maintains surety bonds related to self-insured workers’ compensation claims. These bonds are required by most states in which the Company is self-insured for workers’ compensation and are placed with third-party insurance providers to insure payment of the Company’s obligations in the event the Company is unable to meet its claim payment obligations up to its self-insured retention levels. These bonds do not represent liabilities of the Company, as the Company has recorded reserves for the claim costs.​The Company also maintains insurance coverages for certain risks, including cyber exposure and property-related losses. The Company’s insurance coverage begins for these exposures ranging from $20 to $30.​Revenue Recognition​Sales​The Company recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. eCommerce-originated sales are recognized either upon pickup in store or upon delivery to the customer. Amounts billed to a customer related to shipping and delivery represent revenues earned for the goods provided and are classified as sales. When shipping is discounted, it is recorded as an adjustment to sales. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of the Company’s stores or online, tender is accepted at the point of sale. The Company acts as principal in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. The Company records revenue and related costs on a gross basis for these arrangements. For pharmacy sales, collection of third-party receivables is typically expected within three months or less from the time of purchase. The third-party receivables from pharmacy sales are recorded in “Receivables” in the Company’s Consolidated Balance Sheets and were $631 as of January 31, 2026 and $622 as of February 1, 2025.​Gift Cards and Gift Certificates​The Company does not recognize revenue when it sells its own gift cards and gift certificates (collectively “gift cards”). Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift cards are redeemed to purchase the Company’s products. The Company’s gift cards do not expire. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. The Company’s gift card deferred revenue liability was $286 as of January 31, 2026 and $256 as of February 1, 2025.​ The current portion of the self-insured liability is included in “Other current liabilities,” and the long-term portion is included in “Other long-term liabilities” in the Consolidated Balance Sheets. ​ The Company maintains surety bonds related to self-insured workers’ compensation claims. These bonds are required by most states in which the Company is self-insured for workers’ compensation and are placed with third-party insurance providers to insure payment of the Company’s obligations in the event the Company is unable to meet its claim payment obligations up to its self-insured retention levels. These bonds do not represent liabilities of the Company, as the Company has recorded reserves for the claim costs. ​ The Company also maintains insurance coverages for certain risks, including cyber exposure and property-related losses. The Company’s insurance coverage begins for these exposures ranging from $20 to $30. ​ Revenue Recognition ​ Sales ​ The Company recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. eCommerce-originated sales are recognized either upon pickup in store or upon delivery to the customer. Amounts billed to a customer related to shipping and delivery represent revenues earned for the goods provided and are classified as sales. When shipping is discounted, it is recorded as an adjustment to sales. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of the Company’s stores or online, tender is accepted at the point of sale. The Company acts as principal in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. The Company records revenue and related costs on a gross basis for these arrangements. For pharmacy sales, collection of third-party receivables is typically expected within three months or less from the time of purchase. The third-party receivables from pharmacy sales are recorded in “Receivables” in the Company’s Consolidated Balance Sheets and were $631 as of January 31, 2026 and $622 as of February 1, 2025. ​ Gift Cards and Gift Certificates ​ The Company does not recognize revenue when it sells its own gift cards and gift certificates (collectively “gift cards”). Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift cards are redeemed to purchase the Company’s products. The Company’s gift cards do not expire. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. The Company’s gift card deferred revenue liability was $286 as of January 31, 2026 and $256 as of February 1, 2025. 12 months ​ 64 64 64 ​Disaggregated Revenues​The following table presents sales revenue by type of product for the years ended January 31, 2026, February 1, 2025, and February 3, 2024: ​​​​​​​​​​​​​​​​​​​​2025​2024(3)​2023(3) ​ ​ ​ ​Amount ​ ​ ​% of total ​ ​ ​Amount ​ ​ ​% of total ​ ​ ​Amount ​ ​ ​% of total Non perishable(1)​$ 77,569 52.5% $ 77,080 52.4% $ 78,215 52.1% Fresh(2)​ 37,189 25.2% 36,317 24.7% 36,568 24.4% Supermarket fuel​ 13,584 9.2% 14,973 10.2% 16,621 11.1% Pharmacy​ 18,171 12.3% 15,691 10.6% 14,406 9.6% Other(4)​ 1,129 0.8% 3,062 2.1% 4,229 2.8% ​​​​​​​​​​​​​​​​​Total Sales​$ 147,642 100% $ 147,123 100% $ 150,039 100% (1)Consists primarily of grocery, general merchandise, health and beauty care and natural foods.(2)Consists primarily of produce, floral, meat, seafood, deli, bakery and fresh prepared.(3)2024 and 2023 revenues by category have been reclassified to conform to the 2025 presentation. (4)Consists primarily of sales related to third-party media revenue, data analytic services, specialty pharmacy and in-store health clinics. The decrease in 2025, compared to 2024, and the decrease in 2024, compared to 2023, are primarily due to the disposal of Kroger Specialty Pharmacy, partially offset by an increase in third-party media revenue.​Merchandise Costs​The “Merchandise costs” line item of the Consolidated Statements of Operations includes product costs, net of discounts and allowances; advertising costs (see separate discussion below); inbound freight charges; warehousing costs, including receiving and inspection costs; transportation costs and food production costs. Warehousing, transportation and manufacturing management salaries are also included in the “Merchandise costs” line item; however, purchasing management salaries and administration costs are included in the “OG&A” line item along with most of the Company’s other managerial and administrative costs. Shipping and delivery costs associated with the Company’s eCommerce offerings originating from non-retail store locations are included in the “Merchandise costs” line item. Rent expense and depreciation and amortization expense are shown separately in the Consolidated Statements of Operations.​Warehousing and transportation costs include distribution center direct wages, transportation direct wages, repairs and maintenance, utilities, inbound freight and, where applicable, third-party warehouse management fees. These costs are recognized in the periods the related expenses are incurred.​The Company believes the classification of costs included in merchandise costs could vary widely throughout the industry. The Company’s approach is to include in the “Merchandise costs” line item the direct, net costs of acquiring products and making them available to customers. The Company believes this approach most accurately presents the actual costs of products sold.​The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold. When possible, vendor allowances are applied to the related product cost by item and, therefore, reduce the carrying value of inventory by item. When the items are sold, the vendor allowance is recognized. When it is not possible, due to systems constraints, to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and, therefore, recognized as the product is sold.​Advertising Costs​The Company’s advertising costs are recognized in the periods the related expenses are incurred and are included in the “Merchandise costs” line item of the Consolidated Statements of Operations. The Company’s advertising costs totaled $1,180 in 2025, $1,171 in 2024 and $1,089 in 2023. The Company does not record vendor allowances for co-operative advertising as a reduction of advertising expense.​65 ​ ​ Disaggregated Revenues​The following table presents sales revenue by type of product for the years ended January 31, 2026, February 1, 2025, and February 3, 2024: ​​​​​​​​​​​​​​​​​​​​2025​2024(3)​2023(3) ​ ​ ​ ​Amount ​ ​ ​% of total ​ ​ ​Amount ​ ​ ​% of total ​ ​ ​Amount ​ ​ ​% of total Non perishable(1)​$ 77,569 52.5% $ 77,080 52.4% $ 78,215 52.1% Fresh(2)​ 37,189 25.2% 36,317 24.7% 36,568 24.4% Supermarket fuel​ 13,584 9.2% 14,973 10.2% 16,621 11.1% Pharmacy​ 18,171 12.3% 15,691 10.6% 14,406 9.6% Other(4)​ 1,129 0.8% 3,062 2.1% 4,229 2.8% ​​​​​​​​​​​​​​​​​Total Sales​$ 147,642 100% $ 147,123 100% $ 150,039 100% (1)Consists primarily of grocery, general merchandise, health and beauty care and natural foods.(2)Consists primarily of produce, floral, meat, seafood, deli, bakery and fresh prepared.(3)2024 and 2023 revenues by category have been reclassified to conform to the 2025 presentation. (4)Consists primarily of sales related to third-party media revenue, data analytic services, specialty pharmacy and in-store health clinics. The decrease in 2025, compared to 2024, and the decrease in 2024, compared to 2023, are primarily due to the disposal of Kroger Specialty Pharmacy, partially offset by an increase in third-party media revenue.​Merchandise Costs​The “Merchandise costs” line item of the Consolidated Statements of Operations includes product costs, net of discounts and allowances; advertising costs (see separate discussion below); inbound freight charges; warehousing costs, including receiving and inspection costs; transportation costs and food production costs. Warehousing, transportation and manufacturing management salaries are also included in the “Merchandise costs” line item; however, purchasing management salaries and administration costs are included in the “OG&A” line item along with most of the Company’s other managerial and administrative costs. Shipping and delivery costs associated with the Company’s eCommerce offerings originating from non-retail store locations are included in the “Merchandise costs” line item. Rent expense and depreciation and amortization expense are shown separately in the Consolidated Statements of Operations.​Warehousing and transportation costs include distribution center direct wages, transportation direct wages, repairs and maintenance, utilities, inbound freight and, where applicable, third-party warehouse management fees. These costs are recognized in the periods the related expenses are incurred.​The Company believes the classification of costs included in merchandise costs could vary widely throughout the industry. The Company’s approach is to include in the “Merchandise costs” line item the direct, net costs of acquiring products and making them available to customers. The Company believes this approach most accurately presents the actual costs of products sold.​The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold. When possible, vendor allowances are applied to the related product cost by item and, therefore, reduce the carrying value of inventory by item. When the items are sold, the vendor allowance is recognized. When it is not possible, due to systems constraints, to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and, therefore, recognized as the product is sold.​Advertising Costs​The Company’s advertising costs are recognized in the periods the related expenses are incurred and are included in the “Merchandise costs” line item of the Consolidated Statements of Operations. The Company’s advertising costs totaled $1,180 in 2025, $1,171 in 2024 and $1,089 in 2023. The Company does not record vendor allowances for co-operative advertising as a reduction of advertising expense.​ Disaggregated Revenues ​ The following table presents sales revenue by type of product for the years ended January 31, 2026, February 1, 2025, and February 3, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024(3) ​ 2023(3) ​ ​ ​ ​ Amount ​ ​ ​ % of total ​ ​ ​ Amount ​ ​ ​ % of total ​ ​ ​ Amount ​ ​ ​ % of total Non perishable(1) ​ $ 77,569 52.5 % $ 77,080 52.4 % $ 78,215 52.1 % Fresh(2) ​ 37,189 25.2 % 36,317 24.7 % 36,568 24.4 % Supermarket fuel ​ 13,584 9.2 % 14,973 10.2 % 16,621 11.1 % Pharmacy ​ 18,171 12.3 % 15,691 10.6 % 14,406 9.6 % Other(4) ​ 1,129 0.8 % 3,062 2.1 % 4,229 2.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Sales ​ $ 147,642 100 % $ 147,123 100 % $ 150,039 100 % ​ Merchandise Costs ​ The “Merchandise costs” line item of the Consolidated Statements of Operations includes product costs, net of discounts and allowances; advertising costs (see separate discussion below); inbound freight charges; warehousing costs, including receiving and inspection costs; transportation costs and food production costs. Warehousing, transportation and manufacturing management salaries are also included in the “Merchandise costs” line item; however, purchasing management salaries and administration costs are included in the “OG&A” line item along with most of the Company’s other managerial and administrative costs. Shipping and delivery costs associated with the Company’s eCommerce offerings originating from non-retail store locations are included in the “Merchandise costs” line item. Rent expense and depreciation and amortization expense are shown separately in the Consolidated Statements of Operations. ​ Warehousing and transportation costs include distribution center direct wages, transportation direct wages, repairs and maintenance, utilities, inbound freight and, where applicable, third-party warehouse management fees. These costs are recognized in the periods the related expenses are incurred. ​ The Company believes the classification of costs included in merchandise costs could vary widely throughout the industry. The Company’s approach is to include in the “Merchandise costs” line item the direct, net costs of acquiring products and making them available to customers. The Company believes this approach most accurately presents the actual costs of products sold. ​ The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold. When possible, vendor allowances are applied to the related product cost by item and, therefore, reduce the carrying value of inventory by item. When the items are sold, the vendor allowance is recognized. When it is not possible, due to systems constraints, to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and, therefore, recognized as the product is sold. ​ Advertising Costs ​ The Company’s advertising costs are recognized in the periods the related expenses are incurred and are included in the “Merchandise costs” line item of the Consolidated Statements of Operations. The Company’s advertising costs totaled $1,180 in 2025, $1,171 in 2024 and $1,089 in 2023. The Company does not record vendor allowances for co-operative advertising as a reduction of advertising expense. ​ 65 65 65 ​Operating, General and Administrative Expenses OG&A expenses consist primarily of employee-related costs such as wages, healthcare benefit costs, retirement plan costs, utilities, and credit card fees. Shipping and delivery costs associated with the Company's eCommerce offerings originating from retail store locations, including third-party delivery fees, are included in the “OG&A” line item of the Consolidated Statements of Operations. Rent expense, depreciation and amortization expense and interest expense are shown separately in the Consolidated Statement of Operations.​Consolidated Statements of Cash Flows​For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be temporary cash investments.​​​2.GOODWILL AND INTANGIBLE ASSETS​The following table summarizes the changes in the Company’s net goodwill balance through January 31, 2026:​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 Balance beginning of year​​​​​​​Goodwill​$ 5,385​$ 5,737​Accumulated impairment losses​ (2,711)​ (2,821)​Subtotal​ 2,674​ 2,916​​​​​​​​​Activity during the year​​​​​​​Held for sale adjustment (see Note 7)​ (79)​ —​Sale of Kroger Specialty Pharmacy (see Note 17)​​ —​​ (242)​​​​​​​​​​​​​​​​​Balance end of year​​​​​​​Goodwill​ 5,146​ 5,385​Accumulated impairment losses​ (2,551)​ (2,711)​Total Goodwill​$ 2,595​$ 2,674​​Testing for impairment is performed annually, or on an interim basis upon the occurrence of a triggering event or a change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual evaluation of goodwill and indefinite-lived intangible assets was performed during the fourth quarter of 2025, 2024, and 2023. The evaluation did not result in impairment in 2025 or 2023. The evaluation resulted in an impairment of indefinite-lived trade name assets in 2024.​The following table summarizes the Company’s intangible assets balance through January 31, 2026:​​​​​​​​​​​​​​​​​2025​2024 ​ ​ ​ ​Gross carrying ​ ​ ​Accumulated ​ ​ ​Gross carrying ​ ​ ​Accumulated ​​amount​amortization(1)​amount​amortization(1) Definite-lived pharmacy prescription files​$ 289​$ (203)​$ 247​$ (183)​Definite-lived customer relationships(2)​​ —​​ —​​ 148​​ (145)​Definite-lived other(2)​ 67​ (55)​ 106​ (92)​Indefinite-lived trade name​ 611​ —​ 655​ —​Indefinite-lived liquor licenses​ 99​ —​ 98​ —​​​​​​​​​​​​​​​Total​$ 1,066​$ (258)​$ 1,254​$ (420)​(1)Pharmacy prescription files are amortized to merchandise costs, customer relationships are amortized to depreciation and amortization expense and other intangibles are amortized to OG&A expense and depreciation and amortization expense. (2)The reduction of these definite-lived intangible assets between 2025 and 2024 are primarily the result of the sale of Vitacost.com and the classification of a certain subsidiary as held for sale in 2025. 66 ​ ​ 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. Shipping and delivery costs associated with the Company's eCommerce offerings originating from retail store locations, including third-party delivery fees, are included in the “OG&A” line item of the Consolidated Statements of Operations. Rent expense, depreciation and amortization expense and interest expense are shown separately in the Consolidated Statement of Operations.​Consolidated Statements of Cash Flows​For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be temporary cash investments.​​​2.GOODWILL AND INTANGIBLE ASSETS​The following table summarizes the changes in the Company’s net goodwill balance through January 31, 2026:​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 Balance beginning of year​​​​​​​Goodwill​$ 5,385​$ 5,737​Accumulated impairment losses​ (2,711)​ (2,821)​Subtotal​ 2,674​ 2,916​​​​​​​​​Activity during the year​​​​​​​Held for sale adjustment (see Note 7)​ (79)​ —​Sale of Kroger Specialty Pharmacy (see Note 17)​​ —​​ (242)​​​​​​​​​​​​​​​​​Balance end of year​​​​​​​Goodwill​ 5,146​ 5,385​Accumulated impairment losses​ (2,551)​ (2,711)​Total Goodwill​$ 2,595​$ 2,674​​Testing for impairment is performed annually, or on an interim basis upon the occurrence of a triggering event or a change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual evaluation of goodwill and indefinite-lived intangible assets was performed during the fourth quarter of 2025, 2024, and 2023. The evaluation did not result in impairment in 2025 or 2023. The evaluation resulted in an impairment of indefinite-lived trade name assets in 2024.​The following table summarizes the Company’s intangible assets balance through January 31, 2026:​​​​​​​​​​​​​​​​​2025​2024 ​ ​ ​ ​Gross carrying ​ ​ ​Accumulated ​ ​ ​Gross carrying ​ ​ ​Accumulated ​​amount​amortization(1)​amount​amortization(1) Definite-lived pharmacy prescription files​$ 289​$ (203)​$ 247​$ (183)​Definite-lived customer relationships(2)​​ —​​ —​​ 148​​ (145)​Definite-lived other(2)​ 67​ (55)​ 106​ (92)​Indefinite-lived trade name​ 611​ —​ 655​ —​Indefinite-lived liquor licenses​ 99​ —​ 98​ —​​​​​​​​​​​​​​​Total​$ 1,066​$ (258)​$ 1,254​$ (420)​(1)Pharmacy prescription files are amortized to merchandise costs, customer relationships are amortized to depreciation and amortization expense and other intangibles are amortized to OG&A expense and depreciation and amortization expense. (2)The reduction of these definite-lived intangible assets between 2025 and 2024 are primarily the result of the sale of Vitacost.com and the classification of a certain subsidiary as held for sale in 2025. 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. Shipping and delivery costs associated with the Company's eCommerce offerings originating from retail store locations, including third-party delivery fees, are included in the “OG&A” line item of the Consolidated Statements of Operations. Rent expense, depreciation and amortization expense and interest expense are shown separately in the Consolidated Statement of Operations. ​ Consolidated Statements of Cash Flows ​ For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be temporary cash investments. ​ ​ ​ 2.", "prior_body": "​ ​ ​ ​ Balance at the beginning of the year ​ $ 325 Invoices confirmed during the year ​ 1,797 Confirmed invoices paid during the year ​ (1,828) Balance at the end of the year ​ $ 294 ​ Contingent Consideration ​ The Company’s Home Chef business combination involved potential payment of future consideration that was contingent upon the achievement of certain performance milestones. The Company recorded contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The liability for contingent consideration is remeasured to fair value at each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in earnings until the contingency is resolved. In 2022, adjustments to increase the contingent consideration liability as of year-end were recorded for $20 in OG&A expense. The Company made the final contingent consideration payment in 2023, which was based on the fair value of the outstanding year-end 2022 liability. ​ Store Closing Costs ​ The Company regularly evaluates the performance of its stores and periodically closes those stores that are underperforming. Related liabilities arise, such as severance, contractual obligations and other accruals associated with store closings. The Company records a liability for costs associated with an exit or disposal activity when the liability is incurred, usually in the period the store closes. Adjustments to closed store liabilities primarily relate to actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. ​ Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, plant, equipment and operating lease assets are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in the Consolidated Statements of Operations as “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred. ​ Interest Rate Risk Management ​ The Company uses derivative instruments primarily to manage its exposure to changes in interest rates. The Company’s current program relative to interest rate protection and the methods by which the Company accounts for its derivative instruments are described in Note 6. ​ Benefit Plans and Multi-Employer Pension Plans ​ The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets. Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized as part of net periodic benefit cost are required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”). The Company has elected to measure defined benefit plan assets and obligations as of January 31, which is the month-end that is closest to its fiscal year-ends. ​ 64 64 64 ​The determination of the obligation and expense for company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts. Those assumptions are described in Note 14 and include, among others, the discount rate, the expected long-term rate of return on plan assets, mortality and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in future periods. While the Company believes the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.​The Company also participates in various multi-employer plans for substantially all union employees. Pension expense for these plans is recognized as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. Refer to Note 15 for additional information regarding the Company’s participation in these various multi-employer pension plans.​The Company administers and makes contributions to the employee 401(k) retirement savings accounts. Contributions to the employee 401(k) retirement savings accounts are expensed when contributed or over the service period in the case of automatic contributions. Refer to Note 14 for additional information regarding the Company’s benefit plans.​Share Based Compensation​The Company recognizes compensation expense for all share-based payments granted under fair value recognition provisions. The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award based on the fair value at the date of the grant. The Company grants options for common shares (“stock options”) to employees under various plans at an option price equal to the fair market value of the underlying shares on the grant date of the award. Stock options typically expire 10 years from the date of grant. Stock options vest between one and four years from the date of grant. In addition to stock options, the Company awards restricted stock to employees and incentive shares to nonemployee directors under various plans. The restrictions on these restricted stock awards generally lapse between one and four years from the date of the awards. The Company determines the fair value for restricted stock awards in an amount equal to the fair market value of the underlying shares on the grant date of the award.​Deferred Income Taxes​Deferred income taxes are recorded to reflect the tax consequences of differences between the tax basis of assets and liabilities and their financial reporting basis. Refer to Note 4 for the types of differences that give rise to significant portions of deferred income tax assets and liabilities. ​Uncertain Tax Positions​The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in its consolidated financial statements. Refer to Note 4 for the amount of unrecognized tax benefits and other related disclosures related to uncertain tax positions.​Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. As of February 1, 2025, the years ended January 31, 2021 and forward remain open for review for federal income tax purposes.​The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.​65 ​ ​ The determination of the obligation and expense for company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts. Those assumptions are described in Note 14 and include, among others, the discount rate, the expected long-term rate of return on plan assets, mortality and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in future periods. While the Company believes the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.​The Company also participates in various multi-employer plans for substantially all union employees. Pension expense for these plans is recognized as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. Refer to Note 15 for additional information regarding the Company’s participation in these various multi-employer pension plans.​The Company administers and makes contributions to the employee 401(k) retirement savings accounts. Contributions to the employee 401(k) retirement savings accounts are expensed when contributed or over the service period in the case of automatic contributions. Refer to Note 14 for additional information regarding the Company’s benefit plans.​Share Based Compensation​The Company recognizes compensation expense for all share-based payments granted under fair value recognition provisions. The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award based on the fair value at the date of the grant. The Company grants options for common shares (“stock options”) to employees under various plans at an option price equal to the fair market value of the underlying shares on the grant date of the award. Stock options typically expire 10 years from the date of grant. Stock options vest between one and four years from the date of grant. In addition to stock options, the Company awards restricted stock to employees and incentive shares to nonemployee directors under various plans. The restrictions on these restricted stock awards generally lapse between one and four years from the date of the awards. The Company determines the fair value for restricted stock awards in an amount equal to the fair market value of the underlying shares on the grant date of the award.​Deferred Income Taxes​Deferred income taxes are recorded to reflect the tax consequences of differences between the tax basis of assets and liabilities and their financial reporting basis. Refer to Note 4 for the types of differences that give rise to significant portions of deferred income tax assets and liabilities. ​Uncertain Tax Positions​The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in its consolidated financial statements. Refer to Note 4 for the amount of unrecognized tax benefits and other related disclosures related to uncertain tax positions.​Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. As of February 1, 2025, the years ended January 31, 2021 and forward remain open for review for federal income tax purposes.​The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.​ The determination of the obligation and expense for company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts. Those assumptions are described in Note 14 and include, among others, the discount rate, the expected long-term rate of return on plan assets, mortality and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in future periods. While the Company believes the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.​The Company also participates in various multi-employer plans for substantially all union employees. Pension expense for these plans is recognized as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. Refer to Note 15 for additional information regarding the Company’s participation in these various multi-employer pension plans.​The Company administers and makes contributions to the employee 401(k) retirement savings accounts. Contributions to the employee 401(k) retirement savings accounts are expensed when contributed or over the service period in the case of automatic contributions. Refer to Note 14 for additional information regarding the Company’s benefit plans.​Share Based Compensation​The Company recognizes compensation expense for all share-based payments granted under fair value recognition provisions. The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award based on the fair value at the date of the grant. The Company grants options for common shares (“stock options”) to employees under various plans at an option price equal to the fair market value of the underlying shares on the grant date of the award. Stock options typically expire 10 years from the date of grant. Stock options vest between one and four years from the date of grant. In addition to stock options, the Company awards restricted stock to employees and incentive shares to nonemployee directors under various plans. The restrictions on these restricted stock awards generally lapse between one and four years from the date of the awards. The Company determines the fair value for restricted stock awards in an amount equal to the fair market value of the underlying shares on the grant date of the award.​Deferred Income Taxes​Deferred income taxes are recorded to reflect the tax consequences of differences between the tax basis of assets and liabilities and their financial reporting basis. Refer to Note 4 for the types of differences that give rise to significant portions of deferred income tax assets and liabilities. ​Uncertain Tax Positions​The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in its consolidated financial statements. Refer to Note 4 for the amount of unrecognized tax benefits and other related disclosures related to uncertain tax positions.​Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. As of February 1, 2025, the years ended January 31, 2021 and forward remain open for review for federal income tax purposes.​The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.​ The determination of the obligation and expense for company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts. Those assumptions are described in Note 14 and include, among others, the discount rate, the expected long-term rate of return on plan assets, mortality and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in future periods. While the Company believes the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense. ​ The Company also participates in various multi-employer plans for substantially all union employees. Pension expense for these plans is recognized as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. Refer to Note 15 for additional information regarding the Company’s participation in these various multi-employer pension plans. ​ The Company administers and makes contributions to the employee 401(k) retirement savings accounts. Contributions to the employee 401(k) retirement savings accounts are expensed when contributed or over the service period in the case of automatic contributions. Refer to Note 14 for additional information regarding the Company’s benefit plans. ​ Share Based Compensation ​ The Company recognizes compensation expense for all share-based payments granted under fair value recognition provisions. The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award based on the fair value at the date of the grant. The Company grants options for common shares (“stock options”) to employees under various plans at an option price equal to the fair market value of the underlying shares on the grant date of the award. Stock options typically expire 10 years from the date of grant. Stock options vest between one and four years from the date of grant. In addition to stock options, the Company awards restricted stock to employees and incentive shares to nonemployee directors under various plans. The restrictions on these restricted stock awards generally lapse between one and four years from the date of the awards. The Company determines the fair value for restricted stock awards in an amount equal to the fair market value of the underlying shares on the grant date of the award. one one ​ Deferred Income Taxes ​ Deferred income taxes are recorded to reflect the tax consequences of differences between the tax basis of assets and liabilities and their financial reporting basis. Refer to Note 4 for the types of differences that give rise to significant portions of deferred income tax assets and liabilities. ​ Uncertain Tax Positions ​ The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in its consolidated financial statements. Refer to Note 4 for the amount of unrecognized tax benefits and other related disclosures related to uncertain tax positions. ​ Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. As of February 1, 2025, the years ended January 31, 2021 and forward remain open for review for federal income tax purposes. ​ The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. ​ 65 65 65 ​Self-Insurance Costs​The Company is primarily self-insured for costs related to workers’ compensation and general liability claims. Liabilities are actuarially determined and are recognized based on claims filed and an estimate of claims incurred but not reported. The liabilities for workers’ compensation claims are accounted for on a present value basis. The Company has purchased stop-loss coverage to limit its exposure to any significant exposure on a per claim basis. The Company is insured for covered costs in excess of these per claim limits.​The following table summarizes the changes in the Company’s self-insurance liability through February 1, 2025:​​​​​​​​​​​​​ 2024 2023 2022 Beginning balance​$ 761​$ 712​$ 721​Expense(1)​ 427​ 330​ 227​Claim payments​ (345)​ (281)​ (236)​Ending balance​ 843​ 761​ 712​Less: Current portion​ (345)​ (281)​ (236)​Long-term portion​$ 498​$ 480​$ 476​(1)The increases in 2024 and 2023, compared to 2022, were the result of higher claim costs.​The current portion of the self-insured liability is included in “Other current liabilities,” and the long-term portion is included in “Other long-term liabilities” in the Consolidated Balance Sheets.​The Company maintains surety bonds related to self-insured workers’ compensation claims. These bonds are required by most states in which the Company is self-insured for workers’ compensation and are placed with third-party insurance providers to insure payment of the Company’s obligations in the event the Company is unable to meet its claim payment obligations up to its self-insured retention levels. These bonds do not represent liabilities of the Company, as the Company has recorded reserves for the claim costs.​The Company also maintains insurance coverages for certain risks, including cyber exposure and property-related losses. The Company’s insurance coverage begins for these exposures ranging from $25 to $30.​Revenue Recognition​Sales​The Company recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. Digital channel-originated sales are recognized either upon pickup in store or upon delivery to the customer. Amounts billed to a customer related to shipping and delivery represent revenues earned for the goods provided and are classified as sales. When shipping is discounted, it is recorded as an adjustment to sales. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of the Company’s stores or online, tender is accepted at the point of sale. The Company acts as principal in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. The Company records revenue and related costs on a gross basis for these arrangements. For pharmacy sales, collection of third-party receivables is typically expected within three months or less from the time of purchase. The third-party receivables from pharmacy sales are recorded in “Receivables” in the Company’s Consolidated Balance Sheets and were $622 as of February 1, 2025 and $616 as of February 3, 2024.​66 ​ ​ Self-Insurance Costs​The Company is primarily self-insured for costs related to workers’ compensation and general liability claims. Liabilities are actuarially determined and are recognized based on claims filed and an estimate of claims incurred but not reported. The liabilities for workers’ compensation claims are accounted for on a present value basis. The Company has purchased stop-loss coverage to limit its exposure to any significant exposure on a per claim basis. The Company is insured for covered costs in excess of these per claim limits.​The following table summarizes the changes in the Company’s self-insurance liability through February 1, 2025:​​​​​​​​​​​​​ 2024 2023 2022 Beginning balance​$ 761​$ 712​$ 721​Expense(1)​ 427​ 330​ 227​Claim payments​ (345)​ (281)​ (236)​Ending balance​ 843​ 761​ 712​Less: Current portion​ (345)​ (281)​ (236)​Long-term portion​$ 498​$ 480​$ 476​(1)The increases in 2024 and 2023, compared to 2022, were the result of higher claim costs.​The current portion of the self-insured liability is included in “Other current liabilities,” and the long-term portion is included in “Other long-term liabilities” in the Consolidated Balance Sheets.​The Company maintains surety bonds related to self-insured workers’ compensation claims. These bonds are required by most states in which the Company is self-insured for workers’ compensation and are placed with third-party insurance providers to insure payment of the Company’s obligations in the event the Company is unable to meet its claim payment obligations up to its self-insured retention levels. These bonds do not represent liabilities of the Company, as the Company has recorded reserves for the claim costs.​The Company also maintains insurance coverages for certain risks, including cyber exposure and property-related losses. The Company’s insurance coverage begins for these exposures ranging from $25 to $30.​Revenue Recognition​Sales​The Company recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. Digital channel-originated sales are recognized either upon pickup in store or upon delivery to the customer. Amounts billed to a customer related to shipping and delivery represent revenues earned for the goods provided and are classified as sales. When shipping is discounted, it is recorded as an adjustment to sales. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of the Company’s stores or online, tender is accepted at the point of sale. The Company acts as principal in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. The Company records revenue and related costs on a gross basis for these arrangements. For pharmacy sales, collection of third-party receivables is typically expected within three months or less from the time of purchase. The third-party receivables from pharmacy sales are recorded in “Receivables” in the Company’s Consolidated Balance Sheets and were $622 as of February 1, 2025 and $616 as of February 3, 2024.​ Self-Insurance Costs​The Company is primarily self-insured for costs related to workers’ compensation and general liability claims. Liabilities are actuarially determined and are recognized based on claims filed and an estimate of claims incurred but not reported. The liabilities for workers’ compensation claims are accounted for on a present value basis. The Company has purchased stop-loss coverage to limit its exposure to any significant exposure on a per claim basis. The Company is insured for covered costs in excess of these per claim limits.​The following table summarizes the changes in the Company’s self-insurance liability through February 1, 2025:​​​​​​​​​​​​​ 2024 2023 2022 Beginning balance​$ 761​$ 712​$ 721​Expense(1)​ 427​ 330​ 227​Claim payments​ (345)​ (281)​ (236)​Ending balance​ 843​ 761​ 712​Less: Current portion​ (345)​ (281)​ (236)​Long-term portion​$ 498​$ 480​$ 476​(1)The increases in 2024 and 2023, compared to 2022, were the result of higher claim costs.​The current portion of the self-insured liability is included in “Other current liabilities,” and the long-term portion is included in “Other long-term liabilities” in the Consolidated Balance Sheets.​The Company maintains surety bonds related to self-insured workers’ compensation claims. These bonds are required by most states in which the Company is self-insured for workers’ compensation and are placed with third-party insurance providers to insure payment of the Company’s obligations in the event the Company is unable to meet its claim payment obligations up to its self-insured retention levels. These bonds do not represent liabilities of the Company, as the Company has recorded reserves for the claim costs.​The Company also maintains insurance coverages for certain risks, including cyber exposure and property-related losses. The Company’s insurance coverage begins for these exposures ranging from $25 to $30.​Revenue Recognition​Sales​The Company recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. Digital channel-originated sales are recognized either upon pickup in store or upon delivery to the customer. Amounts billed to a customer related to shipping and delivery represent revenues earned for the goods provided and are classified as sales. When shipping is discounted, it is recorded as an adjustment to sales. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of the Company’s stores or online, tender is accepted at the point of sale. The Company acts as principal in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. The Company records revenue and related costs on a gross basis for these arrangements. For pharmacy sales, collection of third-party receivables is typically expected within three months or less from the time of purchase. The third-party receivables from pharmacy sales are recorded in “Receivables” in the Company’s Consolidated Balance Sheets and were $622 as of February 1, 2025 and $616 as of February 3, 2024.​ Self-Insurance Costs ​ The Company is primarily self-insured for costs related to workers’ compensation and general liability claims. Liabilities are actuarially determined and are recognized based on claims filed and an estimate of claims incurred but not reported. The liabilities for workers’ compensation claims are accounted for on a present value basis. The Company has purchased stop-loss coverage to limit its exposure to any significant exposure on a per claim basis. The Company is insured for covered costs in excess of these per claim limits. ​ The following table summarizes the changes in the Company’s self-insurance liability through February 1, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Beginning balance ​ $ 761 ​ $ 712 ​ $ 721 ​ Expense(1) ​ 427 ​ 330 ​ 227 ​ Claim payments ​ (345) ​ (281) ​ (236) ​ Ending balance ​ 843 ​ 761 ​ 712 ​ Less: Current portion ​ (345) ​ (281) ​ (236) ​ Long-term portion ​ $ 498 ​ $ 480 ​ $ 476 ​ ​ The current portion of the self-insured liability is included in “Other current liabilities,” and the long-term portion is included in “Other long-term liabilities” in the Consolidated Balance Sheets. ​ The Company maintains surety bonds related to self-insured workers’ compensation claims. These bonds are required by most states in which the Company is self-insured for workers’ compensation and are placed with third-party insurance providers to insure payment of the Company’s obligations in the event the Company is unable to meet its claim payment obligations up to its self-insured retention levels. These bonds do not represent liabilities of the Company, as the Company has recorded reserves for the claim costs. ​ The Company also maintains insurance coverages for certain risks, including cyber exposure and property-related losses. The Company’s insurance coverage begins for these exposures ranging from $25 to $30. ​ Revenue Recognition ​ Sales ​ The Company recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. Digital channel-originated sales are recognized either upon pickup in store or upon delivery to the customer. Amounts billed to a customer related to shipping and delivery represent revenues earned for the goods provided and are classified as sales. When shipping is discounted, it is recorded as an adjustment to sales. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of the Company’s stores or online, tender is accepted at the point of sale. The Company acts as principal in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. The Company records revenue and related costs on a gross basis for these arrangements. For pharmacy sales, collection of third-party receivables is typically expected within three months or less from the time of purchase. The third-party receivables from pharmacy sales are recorded in “Receivables” in the Company’s Consolidated Balance Sheets and were $622 as of February 1, 2025 and $616 as of February 3, 2024. ​ 66 66 66 ​Gift Cards and Gift Certificates​The Company does not recognize revenue when it sells its own gift cards and gift certificates (collectively “gift cards”). Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift cards are redeemed to purchase the Company’s products. The Company’s gift cards do not expire. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. The Company’s gift card deferred revenue liability was $256 as of February 1, 2025 and $228 as of February 3, 2024.​Disaggregated Revenues​The following table presents sales revenue by type of product for the years ended February 1, 2025, February 3, 2024, and January 28, 2023: ​​​​​​​​​​​​​​​​​​​​2024​2023(3)​2022(3) ​ Amount % of total Amount % of total Amount % of total Non perishable(1)​$ 76,966 52.3% $ 78,106 52.0% $ 75,386 50.9% Fresh(2)​ 36,317 24.7% 36,568 24.4% 36,285 24.5% Supermarket fuel​ 14,973 10.2% 16,621 11.1% 18,632 12.6% Pharmacy​ 15,691 10.6% 14,406 9.6% 13,448 9.0% Other(4)​ 3,176 2.2% 4,338 2.9% 4,507 3.0% ​​​​​​​​​​​​​​​​​Total Sales​$ 147,123 100% $ 150,039 100% $ 148,258 100% (1)Consists primarily of grocery, general merchandise, health and beauty care and natural foods.(2)Consists primarily of produce, floral, meat, seafood, deli, bakery and fresh prepared.(3)2023 and 2022 revenues by category have been reclassified to conform to the 2024 current presentation by product category.(4)Consists primarily of sales related to third-party media revenue, data analytic services, specialty pharmacy and in-store health clinics. The decrease in 2024, compared to 2023, is primarily due to the disposal of Kroger Specialty Pharmacy, partially offset by an increase in third-party media revenue.​Merchandise Costs​The “Merchandise costs” line item of the Consolidated Statements of Operations includes product costs, net of discounts and allowances; advertising costs (see separate discussion below); inbound freight charges; warehousing costs, including receiving and inspection costs; transportation costs and food production costs. Warehousing, transportation and manufacturing management salaries are also included in the “Merchandise costs” line item; however, purchasing management salaries and administration costs are included in the “OG&A” line item along with most of the Company’s other managerial and administrative costs. Shipping and delivery costs associated with the Company’s digital offerings originating from non-retail store locations are included in the “Merchandise costs” line item. Rent expense and depreciation and amortization expense are shown separately in the Consolidated Statements of Operations.​Warehousing and transportation costs include distribution center direct wages, transportation direct wages, repairs and maintenance, utilities, inbound freight and, where applicable, third-party warehouse management fees. These costs are recognized in the periods the related expenses are incurred.​The Company believes the classification of costs included in merchandise costs could vary widely throughout the industry. The Company’s approach is to include in the “Merchandise costs” line item the direct, net costs of acquiring products and making them available to customers. The Company believes this approach most accurately presents the actual costs of products sold.​​67 ​ ​ Gift Cards and Gift Certificates​The Company does not recognize revenue when it sells its own gift cards and gift certificates (collectively “gift cards”). Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift cards are redeemed to purchase the Company’s products. The Company’s gift cards do not expire. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. The Company’s gift card deferred revenue liability was $256 as of February 1, 2025 and $228 as of February 3, 2024.​Disaggregated Revenues​The following table presents sales revenue by type of product for the years ended February 1, 2025, February 3, 2024, and January 28, 2023: ​​​​​​​​​​​​​​​​​​​​2024​2023(3)​2022(3) ​ Amount % of total Amount % of total Amount % of total Non perishable(1)​$ 76,966 52.3% $ 78,106 52.0% $ 75,386 50.9% Fresh(2)​ 36,317 24.7% 36,568 24.4% 36,285 24.5% Supermarket fuel​ 14,973 10.2% 16,621 11.1% 18,632 12.6% Pharmacy​ 15,691 10.6% 14,406 9.6% 13,448 9.0% Other(4)​ 3,176 2.2% 4,338 2.9% 4,507 3.0% ​​​​​​​​​​​​​​​​​Total Sales​$ 147,123 100% $ 150,039 100% $ 148,258 100% (1)Consists primarily of grocery, general merchandise, health and beauty care and natural foods.(2)Consists primarily of produce, floral, meat, seafood, deli, bakery and fresh prepared.(3)2023 and 2022 revenues by category have been reclassified to conform to the 2024 current presentation by product category.(4)Consists primarily of sales related to third-party media revenue, data analytic services, specialty pharmacy and in-store health clinics. The decrease in 2024, compared to 2023, is primarily due to the disposal of Kroger Specialty Pharmacy, partially offset by an increase in third-party media revenue.​Merchandise Costs​The “Merchandise costs” line item of the Consolidated Statements of Operations includes product costs, net of discounts and allowances; advertising costs (see separate discussion below); inbound freight charges; warehousing costs, including receiving and inspection costs; transportation costs and food production costs. Warehousing, transportation and manufacturing management salaries are also included in the “Merchandise costs” line item; however, purchasing management salaries and administration costs are included in the “OG&A” line item along with most of the Company’s other managerial and administrative costs. Shipping and delivery costs associated with the Company’s digital offerings originating from non-retail store locations are included in the “Merchandise costs” line item. Rent expense and depreciation and amortization expense are shown separately in the Consolidated Statements of Operations.​Warehousing and transportation costs include distribution center direct wages, transportation direct wages, repairs and maintenance, utilities, inbound freight and, where applicable, third-party warehouse management fees. These costs are recognized in the periods the related expenses are incurred.​The Company believes the classification of costs included in merchandise costs could vary widely throughout the industry. The Company’s approach is to include in the “Merchandise costs” line item the direct, net costs of acquiring products and making them available to customers. The Company believes this approach most accurately presents the actual costs of products sold.​​ Gift Cards and Gift Certificates​The Company does not recognize revenue when it sells its own gift cards and gift certificates (collectively “gift cards”). Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift cards are redeemed to purchase the Company’s products. The Company’s gift cards do not expire. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. The Company’s gift card deferred revenue liability was $256 as of February 1, 2025 and $228 as of February 3, 2024.​Disaggregated Revenues​The following table presents sales revenue by type of product for the years ended February 1, 2025, February 3, 2024, and January 28, 2023: ​​​​​​​​​​​​​​​​​​​​2024​2023(3)​2022(3) ​ Amount % of total Amount % of total Amount % of total Non perishable(1)​$ 76,966 52.3% $ 78,106 52.0% $ 75,386 50.9% Fresh(2)​ 36,317 24.7% 36,568 24.4% 36,285 24.5% Supermarket fuel​ 14,973 10.2% 16,621 11.1% 18,632 12.6% Pharmacy​ 15,691 10.6% 14,406 9.6% 13,448 9.0% Other(4)​ 3,176 2.2% 4,338 2.9% 4,507 3.0% ​​​​​​​​​​​​​​​​​Total Sales​$ 147,123 100% $ 150,039 100% $ 148,258 100% (1)Consists primarily of grocery, general merchandise, health and beauty care and natural foods.(2)Consists primarily of produce, floral, meat, seafood, deli, bakery and fresh prepared.(3)2023 and 2022 revenues by category have been reclassified to conform to the 2024 current presentation by product category.(4)Consists primarily of sales related to third-party media revenue, data analytic services, specialty pharmacy and in-store health clinics. The decrease in 2024, compared to 2023, is primarily due to the disposal of Kroger Specialty Pharmacy, partially offset by an increase in third-party media revenue.​Merchandise Costs​The “Merchandise costs” line item of the Consolidated Statements of Operations includes product costs, net of discounts and allowances; advertising costs (see separate discussion below); inbound freight charges; warehousing costs, including receiving and inspection costs; transportation costs and food production costs. Warehousing, transportation and manufacturing management salaries are also included in the “Merchandise costs” line item; however, purchasing management salaries and administration costs are included in the “OG&A” line item along with most of the Company’s other managerial and administrative costs. Shipping and delivery costs associated with the Company’s digital offerings originating from non-retail store locations are included in the “Merchandise costs” line item. Rent expense and depreciation and amortization expense are shown separately in the Consolidated Statements of Operations.​Warehousing and transportation costs include distribution center direct wages, transportation direct wages, repairs and maintenance, utilities, inbound freight and, where applicable, third-party warehouse management fees. These costs are recognized in the periods the related expenses are incurred.​The Company believes the classification of costs included in merchandise costs could vary widely throughout the industry. The Company’s approach is to include in the “Merchandise costs” line item the direct, net costs of acquiring products and making them available to customers. The Company believes this approach most accurately presents the actual costs of products sold.​​ Gift Cards and Gift Certificates ​ The Company does not recognize revenue when it sells its own gift cards and gift certificates (collectively “gift cards”). Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift cards are redeemed to purchase the Company’s products. The Company’s gift cards do not expire. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. The Company’s gift card deferred revenue liability was $256 as of February 1, 2025 and $228 as of February 3, 2024. 12 months ​ Disaggregated Revenues ​ The following table presents sales revenue by type of product for the years ended February 1, 2025, February 3, 2024, and January 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023(3) ​ 2022(3) ​ Amount % of total Amount % of total Amount % of total Non perishable(1) ​ $ 76,966 52.3 % $ 78,106 52.0 % $ 75,386 50.9 % Fresh(2) ​ 36,317 24.7 % 36,568 24.4 % 36,285 24.5 % Supermarket fuel ​ 14,973 10.2 % 16,621 11.1 % 18,632 12.6 % Pharmacy ​ 15,691 10.6 % 14,406 9.6 % 13,448 9.0 % Other(4) ​ 3,176 2.2 % 4,338 2.9 % 4,507 3.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Sales ​ $ 147,123 100 % $ 150,039 100 % $ 148,258 100 % ​ Merchandise Costs ​ The “Merchandise costs” line item of the Consolidated Statements of Operations includes product costs, net of discounts and allowances; advertising costs (see separate discussion below); inbound freight charges; warehousing costs, including receiving and inspection costs; transportation costs and food production costs. Warehousing, transportation and manufacturing management salaries are also included in the “Merchandise costs” line item; however, purchasing management salaries and administration costs are included in the “OG&A” line item along with most of the Company’s other managerial and administrative costs. Shipping and delivery costs associated with the Company’s digital offerings originating from non-retail store locations are included in the “Merchandise costs” line item. Rent expense and depreciation and amortization expense are shown separately in the Consolidated Statements of Operations. ​ Warehousing and transportation costs include distribution center direct wages, transportation direct wages, repairs and maintenance, utilities, inbound freight and, where applicable, third-party warehouse management fees. These costs are recognized in the periods the related expenses are incurred. ​ The Company believes the classification of costs included in merchandise costs could vary widely throughout the industry. The Company’s approach is to include in the “Merchandise costs” line item the direct, net costs of acquiring products and making them available to customers. The Company believes this approach most accurately presents the actual costs of products sold. ​ ​ 67 67 67 ​The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold. When possible, vendor allowances are applied to the related product cost by item and, therefore, reduce the carrying value of inventory by item. When the items are sold, the vendor allowance is recognized. When it is not possible, due to systems constraints, to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and, therefore, recognized as the product is sold.​Advertising Costs​The Company’s advertising costs are recognized in the periods the related expenses are incurred and are included in the “Merchandise costs” line item of the Consolidated Statements of Operations. The Company’s advertising costs totaled $1,171 in 2024, $1,089 in 2023 and $1,030 in 2022. The Company does not record vendor allowances for co-operative advertising as a reduction of advertising expense.​Operating, General and Administrative Expenses OG&A expenses consist primarily of employee-related costs such as wages, healthcare benefit costs, retirement plan costs, utilities, and credit card fees. Shipping and delivery costs associated with the Company's digital offerings originating from retail store locations, including third-party delivery fees, are included in the “OG&A” line item of the Consolidated Statements of Operations. Rent expense, depreciation and amortization expense and interest expense are shown separately in the Consolidated Statement of Operations.​Consolidated Statements of Cash Flows​For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be temporary cash investments.​​​2.GOODWILL AND INTANGIBLE ASSETS​The following table summarizes the changes in the Company’s net goodwill balance through February 1, 2025:​​​​​​​​​​ 2024 2023 Balance beginning of year​​​​​​​Goodwill​$ 5,737​$ 5,737​Accumulated impairment losses​ (2,821)​ (2,821)​Subtotal​ 2,916​ 2,916​​​​​​​​​Activity during the year​​​​​​​Sale of Kroger Specialty Pharmacy see Note 17​​ (242)​​ —​​​​​​​​​​​​​​​​​Balance end of year​​​​​​​Goodwill​ 5,385​ 5,737​Accumulated impairment losses​ (2,711)​ (2,821)​Total Goodwill​$ 2,674​$ 2,916​​Testing for impairment is performed annually, or on an interim basis upon the occurrence of a triggering event or a change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual evaluation of goodwill and indefinite-lived intangible assets was performed during the fourth quarter of 2024, 2023 and 2022. The evaluation did not result in impairment in 2023. The evaluation resulted in an impairment of indefinite-lived trade name assets in 2024 and an impairment of goodwill in 2022.​Based on the results of the Company’s impairment assessment in the fourth quarter of 2022, Vitacost.com recorded a $160 goodwill impairment. In the fourth quarter of 2022, as the Company’s digital strategy evolved, the Company’s primary focus was to effectively utilize its Pickup and Delivery capabilities. This reprioritization resulted in reduced long-term profitability expectations and a decline in the market value for one underlying channel of business and led to the pre-tax and after-tax impairment charge of $160. The pre-impairment goodwill balance for Vitacost.com was $160 as of the fourth quarter 2022. There is no goodwill remaining for Vitacost.com as of January 28, 2023. 68 ​ ​ The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold. When possible, vendor allowances are applied to the related product cost by item and, therefore, reduce the carrying value of inventory by item. When the items are sold, the vendor allowance is recognized. When it is not possible, due to systems constraints, to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and, therefore, recognized as the product is sold.​Advertising Costs​The Company’s advertising costs are recognized in the periods the related expenses are incurred and are included in the “Merchandise costs” line item of the Consolidated Statements of Operations. The Company’s advertising costs totaled $1,171 in 2024, $1,089 in 2023 and $1,030 in 2022. The Company does not record vendor allowances for co-operative advertising as a reduction of advertising expense.​Operating, General and Administrative Expenses OG&A expenses consist primarily of employee-related costs such as wages, healthcare benefit costs, retirement plan costs, utilities, and credit card fees. Shipping and delivery costs associated with the Company's digital offerings originating from retail store locations, including third-party delivery fees, are included in the “OG&A” line item of the Consolidated Statements of Operations. Rent expense, depreciation and amortization expense and interest expense are shown separately in the Consolidated Statement of Operations.​Consolidated Statements of Cash Flows​For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be temporary cash investments.​​​2.GOODWILL AND INTANGIBLE ASSETS​The following table summarizes the changes in the Company’s net goodwill balance through February 1, 2025:​​​​​​​​​​ 2024 2023 Balance beginning of year​​​​​​​Goodwill​$ 5,737​$ 5,737​Accumulated impairment losses​ (2,821)​ (2,821)​Subtotal​ 2,916​ 2,916​​​​​​​​​Activity during the year​​​​​​​Sale of Kroger Specialty Pharmacy see Note 17​​ (242)​​ —​​​​​​​​​​​​​​​​​Balance end of year​​​​​​​Goodwill​ 5,385​ 5,737​Accumulated impairment losses​ (2,711)​ (2,821)​Total Goodwill​$ 2,674​$ 2,916​​Testing for impairment is performed annually, or on an interim basis upon the occurrence of a triggering event or a change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual evaluation of goodwill and indefinite-lived intangible assets was performed during the fourth quarter of 2024, 2023 and 2022. The evaluation did not result in impairment in 2023. The evaluation resulted in an impairment of indefinite-lived trade name assets in 2024 and an impairment of goodwill in 2022.​Based on the results of the Company’s impairment assessment in the fourth quarter of 2022, Vitacost.com recorded a $160 goodwill impairment. In the fourth quarter of 2022, as the Company’s digital strategy evolved, the Company’s primary focus was to effectively utilize its Pickup and Delivery capabilities. This reprioritization resulted in reduced long-term profitability expectations and a decline in the market value for one underlying channel of business and led to the pre-tax and after-tax impairment charge of $160. The pre-impairment goodwill balance for Vitacost.com was $160 as of the fourth quarter 2022. There is no goodwill remaining for Vitacost.com as of January 28, 2023. The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold. When possible, vendor allowances are applied to the related product cost by item and, therefore, reduce the carrying value of inventory by item. When the items are sold, the vendor allowance is recognized. When it is not possible, due to systems constraints, to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and, therefore, recognized as the product is sold.​Advertising Costs​The Company’s advertising costs are recognized in the periods the related expenses are incurred and are included in the “Merchandise costs” line item of the Consolidated Statements of Operations. The Company’s advertising costs totaled $1,171 in 2024, $1,089 in 2023 and $1,030 in 2022. The Company does not record vendor allowances for co-operative advertising as a reduction of advertising expense.​Operating, General and Administrative Expenses OG&A expenses consist primarily of employee-related costs such as wages, healthcare benefit costs, retirement plan costs, utilities, and credit card fees. Shipping and delivery costs associated with the Company's digital offerings originating from retail store locations, including third-party delivery fees, are included in the “OG&A” line item of the Consolidated Statements of Operations. Rent expense, depreciation and amortization expense and interest expense are shown separately in the Consolidated Statement of Operations.​Consolidated Statements of Cash Flows​For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be temporary cash investments.​​​2.GOODWILL AND INTANGIBLE ASSETS​The following table summarizes the changes in the Company’s net goodwill balance through February 1, 2025:​​​​​​​​​​ 2024 2023 Balance beginning of year​​​​​​​Goodwill​$ 5,737​$ 5,737​Accumulated impairment losses​ (2,821)​ (2,821)​Subtotal​ 2,916​ 2,916​​​​​​​​​Activity during the year​​​​​​​Sale of Kroger Specialty Pharmacy see Note 17​​ (242)​​ —​​​​​​​​​​​​​​​​​Balance end of year​​​​​​​Goodwill​ 5,385​ 5,737​Accumulated impairment losses​ (2,711)​ (2,821)​Total Goodwill​$ 2,674​$ 2,916​​Testing for impairment is performed annually, or on an interim basis upon the occurrence of a triggering event or a change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual evaluation of goodwill and indefinite-lived intangible assets was performed during the fourth quarter of 2024, 2023 and 2022. The evaluation did not result in impairment in 2023. The evaluation resulted in an impairment of indefinite-lived trade name assets in 2024 and an impairment of goodwill in 2022.​Based on the results of the Company’s impairment assessment in the fourth quarter of 2022, Vitacost.com recorded a $160 goodwill impairment. In the fourth quarter of 2022, as the Company’s digital strategy evolved, the Company’s primary focus was to effectively utilize its Pickup and Delivery capabilities. This reprioritization resulted in reduced long-term profitability expectations and a decline in the market value for one underlying channel of business and led to the pre-tax and after-tax impairment charge of $160. The pre-impairment goodwill balance for Vitacost.com was $160 as of the fourth quarter 2022. There is no goodwill remaining for Vitacost.com as of January 28, 2023. The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold. When possible, vendor allowances are applied to the related product cost by item and, therefore, reduce the carrying value of inventory by item. When the items are sold, the vendor allowance is recognized. When it is not possible, due to systems constraints, to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and, therefore, recognized as the product is sold. ​ Advertising Costs ​ The Company’s advertising costs are recognized in the periods the related expenses are incurred and are included in the “Merchandise costs” line item of the Consolidated Statements of Operations. The Company’s advertising costs totaled $1,171 in 2024, $1,089 in 2023 and $1,030 in 2022. The Company does not record vendor allowances for co-operative advertising as a reduction of advertising expense. ​ 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. Shipping and delivery costs associated with the Company's digital offerings originating from retail store locations, including third-party delivery fees, are included in the “OG&A” line item of the Consolidated Statements of Operations. Rent expense, depreciation and amortization expense and interest expense are shown separately in the Consolidated Statement of Operations. ​ Consolidated Statements of Cash Flows ​ For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be temporary cash investments. ​ ​ ​ 2." }, { "status": "MODIFIED", "current_title": "Critical Audit Matters", "prior_title": "Critical Audit Matters", "similarity_score": 0.904, "confidence": "high", "key_changes": [ "Reworded sentence: \"The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.\"", "Reworded sentence: \"Litigation Contingencies Related to Opioid Claims and Merger Termination As described in Notes 12 and 18 to the consolidated financial statements, various claims and lawsuits arising in the normal course of business, including personal injury, contract disputes, employment discrimination, wage and hour and other regulatory claims are pending against the Company.\"", "Reworded sentence: \"The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to create a public nuisance through the distribution and dispensing of opioids.\"", "Reworded sentence: \"The settlement with states and subdivisions became effective on December 30, 2024, and the settlement with Native American tribes became effective on September 26, 2025.\"", "Reworded sentence: \"​ 52 52 52 The principal considerations for our determination that performing procedures relating to the litigation contingencies related to opioid claims and merger termination is a critical audit matter are (i) the significant judgment by management when assessing whether an adverse outcome from the pending or threatened litigation is probable and when determining whether a reasonable estimate of the loss can be made and (ii) a high degree of auditor judgment in performing procedures and evaluating audit evidence related to management’s assessment of loss contingencies related to the opioid claims and merger termination.\"" ], "current_body": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Litigation Contingencies Related to Opioid Claims and Merger Termination As described in Notes 12 and 18 to the consolidated financial statements, various claims and lawsuits arising in the normal course of business, including personal injury, contract disputes, employment discrimination, wage and hour and other regulatory claims are pending against the Company. Management continually evaluates the Company’s exposure to loss contingencies arising from pending or threatened litigation and believes the Company has made provisions where it is reasonably possible to estimate and when an adverse outcome is probable. The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to create a public nuisance through the distribution and dispensing of opioids. On September 8, 2023, the Company announced that it reached an agreement in principle with plaintiffs to settle the majority of opioid claims that have been or could be brought against the Company by states in which it operates, subdivisions, and Native American tribes. On October 31, 2024, the Company determined that there is sufficient participation in the settlement by states and subdivisions and elected to proceed with the settlement. The settlement with states and subdivisions became effective on December 30, 2024, and the settlement with Native American tribes became effective on September 26, 2025. As of January 31, 2026, the Company has recorded $132 million and $981 million of the estimated settlement liability in other current liabilities and other long-term liabilities, respectively. Additionally, on December 10, 2024, Albertsons sued the Company for alleged breaches of the merger agreement and the implied covenant of good faith and fair dealing. Albertsons seeks payment of a $600 million termination fee that Albertsons alleges it is owed under the merger agreement, as well as additional damages. On March 17, 2025, the Company filed an answer denying the allegations in Albertsons’s complaint, and also filed counterclaims that seek recovery for breaches of the merger agreement by Albertsons. ​ 52 52 52 The principal considerations for our determination that performing procedures relating to the litigation contingencies related to opioid claims and merger termination is a critical audit matter are (i) the significant judgment by management when assessing whether an adverse outcome from the pending or threatened litigation is probable and when determining whether a reasonable estimate of the loss can be made and (ii) a high degree of auditor judgment in performing procedures and evaluating audit evidence related to management’s assessment of loss contingencies related to the opioid claims and merger termination. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of litigation contingencies, including the determination of whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made, as well as controls over the financial statement disclosures. These procedures also included, among others (i) obtaining and evaluating certain executed settlement agreements related to opioid claims; (ii) obtaining and evaluating the merger agreement and certain letters where the Company is a named party related to the merger termination; (iii) evaluating the status of significant known actual and potential litigation and settlement activity by inquiring of the Company’s internal and external legal counsel, when deemed necessary; (iv) evaluating the reasonableness of management’s assessment regarding whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made; (v) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the opioid claims and merger termination; and (vi) evaluating the sufficiency of the Company’s litigation contingency disclosures related to the opioid claims and merger termination. /s/PricewaterhouseCoopers LLPCincinnati, OhioMarch 31, 2026We have served as the Company’s auditor since 1929.​​53 The principal considerations for our determination that performing procedures relating to the litigation contingencies related to opioid claims and merger termination is a critical audit matter are (i) the significant judgment by management when assessing whether an adverse outcome from the pending or threatened litigation is probable and when determining whether a reasonable estimate of the loss can be made and (ii) a high degree of auditor judgment in performing procedures and evaluating audit evidence related to management’s assessment of loss contingencies related to the opioid claims and merger termination. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of litigation contingencies, including the determination of whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made, as well as controls over the financial statement disclosures. These procedures also included, among others (i) obtaining and evaluating certain executed settlement agreements related to opioid claims; (ii) obtaining and evaluating the merger agreement and certain letters where the Company is a named party related to the merger termination; (iii) evaluating the status of significant known actual and potential litigation and settlement activity by inquiring of the Company’s internal and external legal counsel, when deemed necessary; (iv) evaluating the reasonableness of management’s assessment regarding whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made; (v) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the opioid claims and merger termination; and (vi) evaluating the sufficiency of the Company’s litigation contingency disclosures related to the opioid claims and merger termination. /s/PricewaterhouseCoopers LLPCincinnati, OhioMarch 31, 2026We have served as the Company’s auditor since 1929.​​ The principal considerations for our determination that performing procedures relating to the litigation contingencies related to opioid claims and merger termination is a critical audit matter are (i) the significant judgment by management when assessing whether an adverse outcome from the pending or threatened litigation is probable and when determining whether a reasonable estimate of the loss can be made and (ii) a high degree of auditor judgment in performing procedures and evaluating audit evidence related to management’s assessment of loss contingencies related to the opioid claims and merger termination. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of litigation contingencies, including the determination of whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made, as well as controls over the financial statement disclosures. These procedures also included, among others (i) obtaining and evaluating certain executed settlement agreements related to opioid claims; (ii) obtaining and evaluating the merger agreement and certain letters where the Company is a named party related to the merger termination; (iii) evaluating the status of significant known actual and potential litigation and settlement activity by inquiring of the Company’s internal and external legal counsel, when deemed necessary; (iv) evaluating the reasonableness of management’s assessment regarding whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made; (v) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the opioid claims and merger termination; and (vi) evaluating the sufficiency of the Company’s litigation contingency disclosures related to the opioid claims and merger termination. /s/PricewaterhouseCoopers LLP Cincinnati, Ohio Cincinnati, Ohio March 31, 2026 We have served as the Company’s auditor since 1929. ​ ​ 53 53 53 THE KROGER CO.CONSOLIDATED BALANCE SHEETS​​​​​​​​​​ ​ ​ ​January 31, ​ ​ ​February 1, (In millions, except par amounts)​2026​2025 ASSETS ​​​​​​​Current assets ​​​​​​​Cash and temporary cash investments ​$ 3,334​$ 3,959​Store deposits in-transit ​ 1,244​ 1,312​Receivables ​ 2,192​ 2,195​FIFO inventory ​ 9,445​ 9,442​LIFO reserve ​ (2,553)​ (2,404)​Prepaid and other current assets ​​ 843​​ 769​Total current assets ​ 14,505​ 15,273​​​​​​​​​Property, plant and equipment, net ​ 24,260​ 25,703​Operating lease assets​​ 6,682​​ 6,839​Intangibles, net​ 808​ 834​Goodwill ​ 2,595​ 2,674​Other assets ​ 1,103​ 1,293​​​​​​​​​Total Assets ​$ 49,953​$ 52,616​​​​​​​​​LIABILITIES ​​​​​​​Current liabilities ​​​​​​​Current portion of long-term debt including obligations under finance leases​$ 1,802​$ 272​Current portion of operating lease liabilities​​ 665​​ 599​Accounts payable ​ 10,488​ 10,124​Accrued salaries and wages ​ 1,267​ 1,330​Other current liabilities ​ 3,886​ 3,615​Total current liabilities ​ 18,108​ 15,940​​​​​​​​​Long-term debt including obligations under finance leases​​ 15,764​​ 17,633​Noncurrent operating lease liabilities​​ 6,461​​ 6,578​Deferred income taxes ​ 1,094​ 1,417​Pension and postretirement benefit obligations​ 421​ 387​Other long-term liabilities ​ 2,169​ 2,380​​​​​​​​​Total Liabilities ​ 44,017​ 44,335​​​​​​​​​Commitments and contingencies (see Note 12)​​​​​​​​​​​​​​​SHAREOWNERS’ EQUITY ​​​​​​​​​​​​​​​Preferred shares, $100 par per share, 5 shares authorized and unissued ​​ —​​ —​Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2025 and 2024​ 1,918​ 1,918​Additional paid-in capital ​ 3,907​ 3,087​Accumulated other comprehensive loss ​ (635)​ (621)​Accumulated earnings ​ 28,850​ 28,724​Common shares in treasury, at cost, 1,303 shares in 2025 and 1,258 shares in 2024​ (28,113)​ (24,823)​​​​​​​​​Total Shareowners’ Equity - The Kroger Co.​ 5,927​ 8,285​Noncontrolling interests ​ 9​ (4)​​​​​​​​​Total Equity ​ 5,936​ 8,281​​​​​​​​​Total Liabilities and Equity ​$ 49,953​$ 52,616​​​The accompanying notes are an integral part of the consolidated financial statements.​54 THE KROGER CO.CONSOLIDATED BALANCE SHEETS​​​​​​​​​​ ​ ​ ​January 31, ​ ​ ​February 1, (In millions, except par amounts)​2026​2025 ASSETS ​​​​​​​Current assets ​​​​​​​Cash and temporary cash investments ​$ 3,334​$ 3,959​Store deposits in-transit ​ 1,244​ 1,312​Receivables ​ 2,192​ 2,195​FIFO inventory ​ 9,445​ 9,442​LIFO reserve ​ (2,553)​ (2,404)​Prepaid and other current assets ​​ 843​​ 769​Total current assets ​ 14,505​ 15,273​​​​​​​​​Property, plant and equipment, net ​ 24,260​ 25,703​Operating lease assets​​ 6,682​​ 6,839​Intangibles, net​ 808​ 834​Goodwill ​ 2,595​ 2,674​Other assets ​ 1,103​ 1,293​​​​​​​​​Total Assets ​$ 49,953​$ 52,616​​​​​​​​​LIABILITIES ​​​​​​​Current liabilities ​​​​​​​Current portion of long-term debt including obligations under finance leases​$ 1,802​$ 272​Current portion of operating lease liabilities​​ 665​​ 599​Accounts payable ​ 10,488​ 10,124​Accrued salaries and wages ​ 1,267​ 1,330​Other current liabilities ​ 3,886​ 3,615​Total current liabilities ​ 18,108​ 15,940​​​​​​​​​Long-term debt including obligations under finance leases​​ 15,764​​ 17,633​Noncurrent operating lease liabilities​​ 6,461​​ 6,578​Deferred income taxes ​ 1,094​ 1,417​Pension and postretirement benefit obligations​ 421​ 387​Other long-term liabilities ​ 2,169​ 2,380​​​​​​​​​Total Liabilities ​ 44,017​ 44,335​​​​​​​​​Commitments and contingencies (see Note 12)​​​​​​​​​​​​​​​SHAREOWNERS’ EQUITY ​​​​​​​​​​​​​​​Preferred shares, $100 par per share, 5 shares authorized and unissued ​​ —​​ —​Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2025 and 2024​ 1,918​ 1,918​Additional paid-in capital ​ 3,907​ 3,087​Accumulated other comprehensive loss ​ (635)​ (621)​Accumulated earnings ​ 28,850​ 28,724​Common shares in treasury, at cost, 1,303 shares in 2025 and 1,258 shares in 2024​ (28,113)​ (24,823)​​​​​​​​​Total Shareowners’ Equity - The Kroger Co.​ 5,927​ 8,285​Noncontrolling interests ​ 9​ (4)​​​​​​​​​Total Equity ​ 5,936​ 8,281​​​​​​​​​Total Liabilities and Equity ​$ 49,953​$ 52,616​​​The accompanying notes are an integral part of the consolidated financial statements.​", "prior_body": "​ The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Litigation Contingencies Related to Opioid Claims and Merger Termination ​ As described in Notes 12 and 18 to the consolidated financial statements, various claims and lawsuits arising in the normal course of business, including personal injury, contract disputes, employment discrimination, wage and hour and other regulatory claims are pending against the Company. Management continually evaluates the Company’s exposure to loss contingencies arising from pending or threatened litigation and believes the Company has made provisions where it is reasonably possible to estimate and when an adverse outcome is probable. The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to creating a public nuisance through the distribution and dispensing of opioids. On September 8, 2023, the Company announced that it reached an agreement in principle with plaintiffs to settle the majority of opioid claims that have been or could be brought against the Company by states in which they operate, subdivisions, and Native American tribes. On October 31, 2024, the Company determined that there is sufficient participation in the settlement by states and subdivisions and elected to proceed with the settlement. The settlement with states and subdivisions became effective on December 30, 2024, and the settlement with Native American tribes is currently anticipated to become effective by May 30, 2025. As of February 1, 2025, the Company has recorded $279 million and $1,139 million of the estimated settlement liability in other current liabilities and other long-term liabilities, respectively. Additionally, on December 10, 2024, Albertsons sued the Company for alleged breaches of the merger agreement and the implied covenant of good faith and fair dealing. Albertsons seeks payment of a $600 million termination fee that Albertsons alleges it is owed under the merger agreement, as well as additional damages. On March 17, 2025, the Company filed an answer denying the allegations in Albertsons’s complaint, and also filed counterclaims that seek recovery for breaches of the merger agreement by Albertsons. ​ The principal considerations for our determination that performing procedures relating to the litigation contingencies related to opioid claims and merger termination is a critical audit matter are (i) the significant judgment by management when assessing whether an adverse outcome from the pending or threatened litigation is probable and when determining whether a reasonable estimate of the loss can be made and (ii) a high degree of auditor judgment in performing procedures and evaluating audit evidence related to management’s assessment of loss contingencies related to the opioid claims and merger termination. 54 54 54 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of litigation contingencies, including the determination of whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made, as well as controls over the financial statement disclosures. These procedures also included, among others (i) obtaining and evaluating certain executed settlement agreements related to opioid claims; (ii) obtaining and evaluating the merger agreement and certain letters where the Company is a named party related to the merger termination; (iii) evaluating the status of significant known actual and potential litigation and settlement activity by inquiring of the Company’s internal and external legal counsel, when deemed necessary; (iv) evaluating the reasonableness of management’s assessment regarding whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made; (v) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the opioid claims and merger termination; and (vi) evaluating the sufficiency of the Company’s litigation contingency disclosures related to the opioid claims and merger termination. /s/PricewaterhouseCoopers LLP Cincinnati, OhioApril 1, 2025We have served as the Company’s auditor since 1929.​​55 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of litigation contingencies, including the determination of whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made, as well as controls over the financial statement disclosures. These procedures also included, among others (i) obtaining and evaluating certain executed settlement agreements related to opioid claims; (ii) obtaining and evaluating the merger agreement and certain letters where the Company is a named party related to the merger termination; (iii) evaluating the status of significant known actual and potential litigation and settlement activity by inquiring of the Company’s internal and external legal counsel, when deemed necessary; (iv) evaluating the reasonableness of management’s assessment regarding whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made; (v) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the opioid claims and merger termination; and (vi) evaluating the sufficiency of the Company’s litigation contingency disclosures related to the opioid claims and merger termination. /s/PricewaterhouseCoopers LLP Cincinnati, OhioApril 1, 2025We have served as the Company’s auditor since 1929.​​ Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of litigation contingencies, including the determination of whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made, as well as controls over the financial statement disclosures. These procedures also included, among others (i) obtaining and evaluating certain executed settlement agreements related to opioid claims; (ii) obtaining and evaluating the merger agreement and certain letters where the Company is a named party related to the merger termination; (iii) evaluating the status of significant known actual and potential litigation and settlement activity by inquiring of the Company’s internal and external legal counsel, when deemed necessary; (iv) evaluating the reasonableness of management’s assessment regarding whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made; (v) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the opioid claims and merger termination; and (vi) evaluating the sufficiency of the Company’s litigation contingency disclosures related to the opioid claims and merger termination. /s/PricewaterhouseCoopers LLP Cincinnati, OhioApril 1, 2025We have served as the Company’s auditor since 1929.​​ Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of litigation contingencies, including the determination of whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made, as well as controls over the financial statement disclosures. These procedures also included, among others (i) obtaining and evaluating certain executed settlement agreements related to opioid claims; (ii) obtaining and evaluating the merger agreement and certain letters where the Company is a named party related to the merger termination; (iii) evaluating the status of significant known actual and potential litigation and settlement activity by inquiring of the Company’s internal and external legal counsel, when deemed necessary; (iv) evaluating the reasonableness of management’s assessment regarding whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made; (v) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the opioid claims and merger termination; and (vi) evaluating the sufficiency of the Company’s litigation contingency disclosures related to the opioid claims and merger termination. /s/PricewaterhouseCoopers LLP Cincinnati, Ohio April 1, 2025 We have served as the Company’s auditor since 1929. ​ ​ 55 55 55 THE KROGER CO.CONSOLIDATED BALANCE SHEETS​​​​​​​​​​ February 1, February 3, (In millions, except par amounts)​2025​2024 ASSETS ​​​​​​​Current assets ​​​​​​​Cash and temporary cash investments ​$ 3,959​$ 1,883​Store deposits in-transit ​ 1,312​ 1,215​Receivables ​ 2,195​ 2,136​FIFO inventory ​ 9,442​ 9,414​LIFO reserve ​ (2,404)​ (2,309)​Prepaid and other current assets ​​ 769​​ 609​Total current assets ​ 15,273​ 12,948​​​​​​​​​Property, plant and equipment, net ​ 25,703​ 25,230​Operating lease assets​​ 6,839​​ 6,692​Intangibles, net​ 834​ 899​Goodwill ​ 2,674​ 2,916​Other assets ​ 1,293​ 1,820​​​​​​​​​Total Assets ​$ 52,616​$ 50,505​​​​​​​​​LIABILITIES ​​​​​​​Current liabilities ​​​​​​​Current portion of long-term debt including obligations under finance leases​$ 272​$ 198​Current portion of operating lease liabilities​​ 599​​ 670​Accounts payable ​ 10,124​ 10,381​Accrued salaries and wages ​ 1,330​ 1,323​Other current liabilities ​ 3,615​ 3,486​Total current liabilities ​ 15,940​ 16,058​​​​​​​​​Long-term debt including obligations under finance leases​​ 17,633​​ 12,028​Noncurrent operating lease liabilities​​ 6,578​​ 6,351​Deferred income taxes ​ 1,417​ 1,579​Pension and postretirement benefit obligations​ 387​ 385​Other long-term liabilities ​ 2,380​ 2,503​​​​​​​​​Total Liabilities ​ 44,335​ 38,904​​​​​​​​​Commitments and contingencies see Note 12​​​​​​​​​​​​​​​SHAREOWNERS’ EQUITY ​​​​​​​​​​​​​​​Preferred shares, $100 par per share, 5 shares authorized and unissued ​​ —​​ —​Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2024 and 2023​ 1,918​ 1,918​Additional paid-in capital ​ 3,087​ 3,922​Accumulated other comprehensive loss ​ (621)​ (489)​Accumulated earnings ​ 28,724​ 26,946​Common shares in treasury, at cost, 1,258 shares in 2024 and 1,198 shares in 2023​ (24,823)​ (20,682)​​​​​​​​​Total Shareowners’ Equity - The Kroger Co.​ 8,285​ 11,615​Noncontrolling interests ​ (4)​ (14)​​​​​​​​​Total Equity ​ 8,281​ 11,601​​​​​​​​​Total Liabilities and Equity ​$ 52,616​$ 50,505​​​The accompanying notes are an integral part of the consolidated financial statements.​56 THE KROGER CO.CONSOLIDATED BALANCE SHEETS​​​​​​​​​​ February 1, February 3, (In millions, except par amounts)​2025​2024 ASSETS ​​​​​​​Current assets ​​​​​​​Cash and temporary cash investments ​$ 3,959​$ 1,883​Store deposits in-transit ​ 1,312​ 1,215​Receivables ​ 2,195​ 2,136​FIFO inventory ​ 9,442​ 9,414​LIFO reserve ​ (2,404)​ (2,309)​Prepaid and other current assets ​​ 769​​ 609​Total current assets ​ 15,273​ 12,948​​​​​​​​​Property, plant and equipment, net ​ 25,703​ 25,230​Operating lease assets​​ 6,839​​ 6,692​Intangibles, net​ 834​ 899​Goodwill ​ 2,674​ 2,916​Other assets ​ 1,293​ 1,820​​​​​​​​​Total Assets ​$ 52,616​$ 50,505​​​​​​​​​LIABILITIES ​​​​​​​Current liabilities ​​​​​​​Current portion of long-term debt including obligations under finance leases​$ 272​$ 198​Current portion of operating lease liabilities​​ 599​​ 670​Accounts payable ​ 10,124​ 10,381​Accrued salaries and wages ​ 1,330​ 1,323​Other current liabilities ​ 3,615​ 3,486​Total current liabilities ​ 15,940​ 16,058​​​​​​​​​Long-term debt including obligations under finance leases​​ 17,633​​ 12,028​Noncurrent operating lease liabilities​​ 6,578​​ 6,351​Deferred income taxes ​ 1,417​ 1,579​Pension and postretirement benefit obligations​ 387​ 385​Other long-term liabilities ​ 2,380​ 2,503​​​​​​​​​Total Liabilities ​ 44,335​ 38,904​​​​​​​​​Commitments and contingencies see Note 12​​​​​​​​​​​​​​​SHAREOWNERS’ EQUITY ​​​​​​​​​​​​​​​Preferred shares, $100 par per share, 5 shares authorized and unissued ​​ —​​ —​Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2024 and 2023​ 1,918​ 1,918​Additional paid-in capital ​ 3,087​ 3,922​Accumulated other comprehensive loss ​ (621)​ (489)​Accumulated earnings ​ 28,724​ 26,946​Common shares in treasury, at cost, 1,258 shares in 2024 and 1,198 shares in 2023​ (24,823)​ (20,682)​​​​​​​​​Total Shareowners’ Equity - The Kroger Co.​ 8,285​ 11,615​Noncontrolling interests ​ (4)​ (14)​​​​​​​​​Total Equity ​ 8,281​ 11,601​​​​​​​​​Total Liabilities and Equity ​$ 52,616​$ 50,505​​​The accompanying notes are an integral part of the consolidated financial statements.​ THE KROGER CO.CONSOLIDATED BALANCE SHEETS​​​​​​​​​​ February 1, February 3, (In millions, except par amounts)​2025​2024 ASSETS ​​​​​​​Current assets ​​​​​​​Cash and temporary cash investments ​$ 3,959​$ 1,883​Store deposits in-transit ​ 1,312​ 1,215​Receivables ​ 2,195​ 2,136​FIFO inventory ​ 9,442​ 9,414​LIFO reserve ​ (2,404)​ (2,309)​Prepaid and other current assets ​​ 769​​ 609​Total current assets ​ 15,273​ 12,948​​​​​​​​​Property, plant and equipment, net ​ 25,703​ 25,230​Operating lease assets​​ 6,839​​ 6,692​Intangibles, net​ 834​ 899​Goodwill ​ 2,674​ 2,916​Other assets ​ 1,293​ 1,820​​​​​​​​​Total Assets ​$ 52,616​$ 50,505​​​​​​​​​LIABILITIES ​​​​​​​Current liabilities ​​​​​​​Current portion of long-term debt including obligations under finance leases​$ 272​$ 198​Current portion of operating lease liabilities​​ 599​​ 670​Accounts payable ​ 10,124​ 10,381​Accrued salaries and wages ​ 1,330​ 1,323​Other current liabilities ​ 3,615​ 3,486​Total current liabilities ​ 15,940​ 16,058​​​​​​​​​Long-term debt including obligations under finance leases​​ 17,633​​ 12,028​Noncurrent operating lease liabilities​​ 6,578​​ 6,351​Deferred income taxes ​ 1,417​ 1,579​Pension and postretirement benefit obligations​ 387​ 385​Other long-term liabilities ​ 2,380​ 2,503​​​​​​​​​Total Liabilities ​ 44,335​ 38,904​​​​​​​​​Commitments and contingencies see Note 12​​​​​​​​​​​​​​​SHAREOWNERS’ EQUITY ​​​​​​​​​​​​​​​Preferred shares, $100 par per share, 5 shares authorized and unissued ​​ —​​ —​Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2024 and 2023​ 1,918​ 1,918​Additional paid-in capital ​ 3,087​ 3,922​Accumulated other comprehensive loss ​ (621)​ (489)​Accumulated earnings ​ 28,724​ 26,946​Common shares in treasury, at cost, 1,258 shares in 2024 and 1,198 shares in 2023​ (24,823)​ (20,682)​​​​​​​​​Total Shareowners’ Equity - The Kroger Co.​ 8,285​ 11,615​Noncontrolling interests ​ (4)​ (14)​​​​​​​​​Total Equity ​ 8,281​ 11,601​​​​​​​​​Total Liabilities and Equity ​$ 52,616​$ 50,505​​​The accompanying notes are an integral part of the consolidated financial statements.​" }, { "status": "MODIFIED", "current_title": "(in millions)", "prior_title": "(in millions)", "similarity_score": 0.897, "confidence": "high", "key_changes": [ "Reworded sentence: \"First period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 9, 2025 to December 6, 2025 8,167,017 ​ $ 66.66 8,166,077 ​ $ 1,245 ​ Second period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 7, 2025 to January 3, 2026 8,958,313 ​ $ 63.35 8,952,475 ​ $ 2,685 ​ Third period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 4, 2026 to January 31, 2026 10,599,646 ​ $ 62.66 10,599,646 ​ $ 2,028 ​ Total 27,724,976 ​ $ 64.06 27,718,198 ​ $ 2,028 ​ ​ ITEM 6.\"", "Reworded sentence: \"should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K.\"", "Reworded sentence: \"By executing on our go-to-market strategy built on Fresh, Our Brands, Personalization and eCommerce, we are creating a shopping experience that builds loyalty and grows sales.\"", "Reworded sentence: \"​We are focused on our top priorities and delivering an exceptional customer experience to accelerate this flywheel effect.\"", "Reworded sentence: \"We are committed to maintaining our current investment grade debt rating and returning to our net total debt to adjusted EBITDA ratio target range of 2.30 to 2.50.\"" ], "current_body": "First period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 9, 2025 to December 6, 2025 8,167,017 ​ $ 66.66 8,166,077 ​ $ 1,245 ​ Second period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 7, 2025 to January 3, 2026 8,958,313 ​ $ 63.35 8,952,475 ​ $ 2,685 ​ Third period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 4, 2026 to January 31, 2026 10,599,646 ​ $ 62.66 10,599,646 ​ $ 2,028 ​ Total 27,724,976 ​ $ 64.06 27,718,198 ​ $ 2,028 ​ ​ ITEM 6. RESERVED. ​ Not applicable. ​ ​ 23 23 23 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended February 1, 2025, which provides additional information on comparisons of fiscal years 2024 and 2023.​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 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 retail media. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on our top priorities 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 various ways to generate net earnings growth. ​We believe 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 plan to invest in major storing projects that allow us to increase both in-store and eCommerce 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 our business and modernizing our ways of working. Together, we expect these will enable us to improve operating margin, while balancing strategic price investments for customers and investments in associates to improve customer experience. ​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 returning to 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.​24 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended February 1, 2025, which provides additional information on comparisons of fiscal years 2024 and 2023.​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 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 retail media. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on our top priorities 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 various ways to generate net earnings growth. ​We believe 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 plan to invest in major storing projects that allow us to increase both in-store and eCommerce 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 our business and modernizing our ways of working. Together, we expect these will enable us to improve operating margin, while balancing strategic price investments for customers and investments in associates to improve customer experience. ​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 returning to 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.​ ITEM 7.", "prior_body": "First period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 10, 2024 to December 7, 2024 121,067 ​ $ 59.49 113,600 ​ $ 1,000 ​ Second period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 8, 2024 to January 4, 2025 65,963,661 ​ $ 61.54 65,958,149 ​ $ 2,500 ​ Third period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 5, 2025 to February 1, 2025 50,941 ​ $ 59.47 50,941 ​ $ 2,500 ​ Total 66,135,669 ​ $ 61.54 66,122,690 ​ $ 2,500 ​ ​ ITEM 6. RESERVED. ​ Not applicable. ​ ​ 23 23 23 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this report, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended February 3, 2024, which provides additional information on comparisons of fiscal years 2023 and 2022.​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 Seamless, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our digital capabilities, we expect to grow households and increase sales. 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, greater value for our customers and our seamless ecosystem 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 digital 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. During the fourth quarter of 2024, following the termination of the merger with Albertsons, as discussed in Note 18 to the Consolidated Financial Statements, we resumed our share repurchase program after a more than two-year pause to return excess capital to our shareholders.​We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.​24 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this report, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended February 3, 2024, which provides additional information on comparisons of fiscal years 2023 and 2022.​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 Seamless, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our digital capabilities, we expect to grow households and increase sales. 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, greater value for our customers and our seamless ecosystem 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 digital 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. During the fourth quarter of 2024, following the termination of the merger with Albertsons, as discussed in Note 18 to the Consolidated Financial Statements, we resumed our share repurchase program after a more than two-year pause to return excess capital to our shareholders.​We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.​ ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this report, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended February 3, 2024, which provides additional information on comparisons of fiscal years 2023 and 2022.​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 Seamless, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like Kroger Precision Marketing. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our digital capabilities, we expect to grow households and increase sales. 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, greater value for our customers and our seamless ecosystem 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 digital 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. During the fourth quarter of 2024, following the termination of the merger with Albertsons, as discussed in Note 18 to the Consolidated Financial Statements, we resumed our share repurchase program after a more than two-year pause to return excess capital to our shareholders.​We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.​ ITEM 7." }, { "status": "MODIFIED", "current_title": "Expected Year of Maturity", "prior_title": "Expected Year of Maturity", "similarity_score": 0.895, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ Thereafter ​ ​ ​ Total ​ ​ ​ Fair Value ​ ​\"" ], "current_body": "​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ Thereafter ​ ​ ​ Total ​ ​ ​ Fair Value ​ ​", "prior_body": "​ 2025 2026 2027 2028 2029 Thereafter Total Fair Value ​ ​" }, { "status": "MODIFIED", "current_title": "FINANCIAL RISK MANAGEMENT", "prior_title": "FINANCIAL RISK MANAGEMENT", "similarity_score": 0.889, "confidence": "high", "key_changes": [ "Added sentence: \"​ Annually, we review with the Finance Committee of our Board of Directors compliance with the guidelines described above.\"", "Added sentence: \"The guidelines may change as our business needs dictate.\"", "Reworded sentence: \"​ As of January 31, 2026 and February 1, 2025, we had no forward-starting interest rate swap agreements outstanding.\"", "Reworded sentence: \"A notional amount of $2.4 billion of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP.\"", "Reworded sentence: \"The remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps was not designated as a cash-flow hedge.\"" ], "current_body": "​ In addition to the risks inherent in our operations, we are exposed to market risk from a variety of sources, including changes in interest rates, commodity prices, the fair value of certain equity investments and defined benefit pension and other post-retirement benefit plans. Our market risk exposures are discussed below. ​ Interest Rate Risk ​ We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of our commercial paper program, variable and fixed rate debt, and interest rate swaps. Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of our debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status. ​ Annually, we review with the Finance Committee of our Board of Directors compliance with the guidelines described above. The guidelines may change as our business needs dictate. ​ When we use derivative financial instruments, it is primarily to manage our exposure to fluctuations in interest rates. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets. ​ As of January 31, 2026 and February 1, 2025, we had no forward-starting interest rate swap agreements outstanding. ​ 46 46 46 As of February 3, 2024, we maintained five forward-starting interest rate swap agreements with a maturity date of August 1, 2027 with an aggregate notional amount totaling $5.4 billion. A forward-starting interest rate swap is an agreement that effectively hedges the variability in future benchmark interest payments attributable to changes in interest rates on the forecasted issuance of fixed-rate debt. We entered into these forward-starting interest rate swaps in order to hedge the variability in future benchmark interest payments attributable to changing interest rate on the forecasted issuance of fixed-rate debt that was issued in 2024. The fixed interest rates for these forward-starting interest rate swaps range from 3.00% to 3.78%. The variable rate component on the forward-starting interest rate swaps is the Secured Overnight Financing Rate (“SOFR”). A notional amount of $2.4 billion of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP. Accordingly, the changes in fair value of these forward-starting interest rate swaps are recorded to other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. The remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps was not designated as a cash-flow hedge. Accordingly, the changes in the fair value of these forward-starting interest rate swaps not designated as cash-flow hedges are recognized through net earnings. ​In 2024, we terminated these five forward-starting interest rate swaps with a maturity date of August 1, 2027 and an aggregate notional amount totaling $5.4 billion. For the notional amount of $2.4 billion of these forward-starting interest rate swaps that was designated as a cash-flow hedge, the unamortized gain of $48 million, $36 million net of tax, has been deferred in accumulated other comprehensive income and will be amortized to earnings as the interest payments are made. For the remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps not designated as a cash-flow hedge, we recognized a realized loss of $55 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations.​In 2024, we entered into two 10-year treasury lock agreements with an aggregate notional amount of $2.1 billion and a weighted-average interest rate of 3.91% and two 30-year treasury lock agreements with an aggregate notional amount of $3.3 billion and a weighted-average interest rate of 4.11%. These treasury locks were an agreement used to hedge the U.S. Treasury benchmark interest rate associated with future interest payments on the forecasted issuance of fixed-rate debt that was issued in 2024. These treasury locks were designated as cash-flow hedges as defined by GAAP. Accordingly, the changes in fair value of these treasury locks are recorded to accumulated other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. In 2024, we terminated these treasury lock agreements. The unamortized loss of $56 million, $43 million net of tax, has been deferred in accumulated other comprehensive loss and will be amortized to earnings as the interest payments are made.​​47 As of February 3, 2024, we maintained five forward-starting interest rate swap agreements with a maturity date of August 1, 2027 with an aggregate notional amount totaling $5.4 billion. A forward-starting interest rate swap is an agreement that effectively hedges the variability in future benchmark interest payments attributable to changes in interest rates on the forecasted issuance of fixed-rate debt. We entered into these forward-starting interest rate swaps in order to hedge the variability in future benchmark interest payments attributable to changing interest rate on the forecasted issuance of fixed-rate debt that was issued in 2024. The fixed interest rates for these forward-starting interest rate swaps range from 3.00% to 3.78%. The variable rate component on the forward-starting interest rate swaps is the Secured Overnight Financing Rate (“SOFR”). A notional amount of $2.4 billion of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP. Accordingly, the changes in fair value of these forward-starting interest rate swaps are recorded to other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. The remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps was not designated as a cash-flow hedge. Accordingly, the changes in the fair value of these forward-starting interest rate swaps not designated as cash-flow hedges are recognized through net earnings. ​In 2024, we terminated these five forward-starting interest rate swaps with a maturity date of August 1, 2027 and an aggregate notional amount totaling $5.4 billion. For the notional amount of $2.4 billion of these forward-starting interest rate swaps that was designated as a cash-flow hedge, the unamortized gain of $48 million, $36 million net of tax, has been deferred in accumulated other comprehensive income and will be amortized to earnings as the interest payments are made. For the remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps not designated as a cash-flow hedge, we recognized a realized loss of $55 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations.​In 2024, we entered into two 10-year treasury lock agreements with an aggregate notional amount of $2.1 billion and a weighted-average interest rate of 3.91% and two 30-year treasury lock agreements with an aggregate notional amount of $3.3 billion and a weighted-average interest rate of 4.11%. These treasury locks were an agreement used to hedge the U.S. Treasury benchmark interest rate associated with future interest payments on the forecasted issuance of fixed-rate debt that was issued in 2024. These treasury locks were designated as cash-flow hedges as defined by GAAP. Accordingly, the changes in fair value of these treasury locks are recorded to accumulated other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. In 2024, we terminated these treasury lock agreements. The unamortized loss of $56 million, $43 million net of tax, has been deferred in accumulated other comprehensive loss and will be amortized to earnings as the interest payments are made.​​ As of February 3, 2024, we maintained five forward-starting interest rate swap agreements with a maturity date of August 1, 2027 with an aggregate notional amount totaling $5.4 billion. A forward-starting interest rate swap is an agreement that effectively hedges the variability in future benchmark interest payments attributable to changes in interest rates on the forecasted issuance of fixed-rate debt. We entered into these forward-starting interest rate swaps in order to hedge the variability in future benchmark interest payments attributable to changing interest rate on the forecasted issuance of fixed-rate debt that was issued in 2024. The fixed interest rates for these forward-starting interest rate swaps range from 3.00% to 3.78%. The variable rate component on the forward-starting interest rate swaps is the Secured Overnight Financing Rate (“SOFR”). A notional amount of $2.4 billion of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP. Accordingly, the changes in fair value of these forward-starting interest rate swaps are recorded to other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. The remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps was not designated as a cash-flow hedge. Accordingly, the changes in the fair value of these forward-starting interest rate swaps not designated as cash-flow hedges are recognized through net earnings. ​ In 2024, we terminated these five forward-starting interest rate swaps with a maturity date of August 1, 2027 and an aggregate notional amount totaling $5.4 billion. For the notional amount of $2.4 billion of these forward-starting interest rate swaps that was designated as a cash-flow hedge, the unamortized gain of $48 million, $36 million net of tax, has been deferred in accumulated other comprehensive income and will be amortized to earnings as the interest payments are made. For the remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps not designated as a cash-flow hedge, we recognized a realized loss of $55 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations. ​ In 2024, we entered into two 10-year treasury lock agreements with an aggregate notional amount of $2.1 billion and a weighted-average interest rate of 3.91% and two 30-year treasury lock agreements with an aggregate notional amount of $3.3 billion and a weighted-average interest rate of 4.11%. These treasury locks were an agreement used to hedge the U.S. Treasury benchmark interest rate associated with future interest payments on the forecasted issuance of fixed-rate debt that was issued in 2024. These treasury locks were designated as cash-flow hedges as defined by GAAP. Accordingly, the changes in fair value of these treasury locks are recorded to accumulated other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. In 2024, we terminated these treasury lock agreements. The unamortized loss of $56 million, $43 million net of tax, has been deferred in accumulated other comprehensive loss and will be amortized to earnings as the interest payments are made. ​ ​ 47 47 47 The tables below provide information about our underlying debt portfolio as of January 31, 2026 and February 1, 2025. The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of January 31, 2026, and February 1, 2025. Interest rates reflect the weighted average rate for the outstanding instruments. The variable rate debt is based on a reference rate using the forward yield curve as of January 31, 2026 and February 1, 2025. The Fair Value column includes the fair value of our debt instruments as of January 31, 2026 and February 1, 2025. We had no outstanding interest rate derivatives classified as fair value hedges as of January 31, 2026 and February 1, 2025. See Notes 5, 6 and 7 to the Consolidated Financial Statements.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​January 31, 2026 ​​Expected Year of Maturity ​ ​ ​ ​2026 ​ ​ ​2027 ​ ​ ​2028 ​ ​ ​2029 ​ ​ ​2030 ​ ​ ​Thereafter ​ ​ ​Total ​ ​ ​Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (1,332)​$ (616)​$ (655)​$ (554)​$ (1,028)​$ (11,734)​$ (15,919)​$ (14,884)​Average interest rate(1)​ 3.01% 3.68% 4.46% 7.69% 2.02% 5.04% ​​​​​​Variable rate principal payments​$ (43)​$ —​$ (20)​$ (11)​$ (14)​$ —​$ (88)​$ (91)​Average interest rate​ 5.19% —​ 6.19% 5.94% 5.76% —​​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $132 million, of which $9 million is current and $123 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​February 1, 2025 ​​Expected Year of Maturity ​ ​ ​ ​2025 ​ ​ ​2026 ​ ​ ​2027 ​ ​ ​2028 ​ ​ ​2029 ​ ​ ​Thereafter ​ ​ ​Total ​ ​ ​Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (25)​$ (1,311)​$ (616)​$ (663)​$ (552)​$ (12,735)​$ (15,902)​$ (14,497)​Average interest rate(1)​ 2.10% 3.00% 3.68% 4.43% 7.69% 4.79% ​​​​​​Variable rate principal payments​$ (90)​$ —​$ —​$ (22)​$ (38)​$ —​$ (150)​$ (151)​Average interest rate​ 2.87% —​ —​ 7.93% 6.17% —​​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $143 million, of which $11 million is current and $132 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​Based on our year-end 2025 variable rate debt levels, a 10 percent change in interest rates would be immaterial. See Note 6 to the Consolidated Financial Statements for further discussion of derivatives and hedging policies.​Commodity Price Risk​We are subject to commodity price risk generated by our purchases of meat, seafood and dairy products, among other food items. We purchase, manufacture and sell various commodity related food products and risk arises from the price volatility of these commodities. The price and availability of these commodities directly affect our results of operations. To help manage or minimize the effect of commodity price risk exposure on our operations, we use a combination of pricing features embedded within supply contracts, such as fixed-price and price-to-be-fixed contracts, and have the ability to increase or decrease retail prices to our customers as commodity prices change.​We are exposed to changes in the prices of diesel and unleaded fuel. The majority of our fuel contracts utilize index-based pricing formulas plus or minus a fixed locational/supplier differential. We expect to take delivery of these commitments in the normal course of business, and, as a result, these contracts qualify as normal purchases. While many of the indices are aligned, each index may fluctuate at a different pace, driving variability in the prices paid for fuel. Because of this, our operating results may be affected should the market price of fuel suddenly change by a significant amount, which can affect our operating results either positively or negatively in the short-term. ​48 The tables below provide information about our underlying debt portfolio as of January 31, 2026 and February 1, 2025. The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of January 31, 2026, and February 1, 2025. Interest rates reflect the weighted average rate for the outstanding instruments. The variable rate debt is based on a reference rate using the forward yield curve as of January 31, 2026 and February 1, 2025. The Fair Value column includes the fair value of our debt instruments as of January 31, 2026 and February 1, 2025. We had no outstanding interest rate derivatives classified as fair value hedges as of January 31, 2026 and February 1, 2025. See Notes 5, 6 and 7 to the Consolidated Financial Statements.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​January 31, 2026 ​​Expected Year of Maturity ​ ​ ​ ​2026 ​ ​ ​2027 ​ ​ ​2028 ​ ​ ​2029 ​ ​ ​2030 ​ ​ ​Thereafter ​ ​ ​Total ​ ​ ​Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (1,332)​$ (616)​$ (655)​$ (554)​$ (1,028)​$ (11,734)​$ (15,919)​$ (14,884)​Average interest rate(1)​ 3.01% 3.68% 4.46% 7.69% 2.02% 5.04% ​​​​​​Variable rate principal payments​$ (43)​$ —​$ (20)​$ (11)​$ (14)​$ —​$ (88)​$ (91)​Average interest rate​ 5.19% —​ 6.19% 5.94% 5.76% —​​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $132 million, of which $9 million is current and $123 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​February 1, 2025 ​​Expected Year of Maturity ​ ​ ​ ​2025 ​ ​ ​2026 ​ ​ ​2027 ​ ​ ​2028 ​ ​ ​2029 ​ ​ ​Thereafter ​ ​ ​Total ​ ​ ​Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (25)​$ (1,311)​$ (616)​$ (663)​$ (552)​$ (12,735)​$ (15,902)​$ (14,497)​Average interest rate(1)​ 2.10% 3.00% 3.68% 4.43% 7.69% 4.79% ​​​​​​Variable rate principal payments​$ (90)​$ —​$ —​$ (22)​$ (38)​$ —​$ (150)​$ (151)​Average interest rate​ 2.87% —​ —​ 7.93% 6.17% —​​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $143 million, of which $11 million is current and $132 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​Based on our year-end 2025 variable rate debt levels, a 10 percent change in interest rates would be immaterial. See Note 6 to the Consolidated Financial Statements for further discussion of derivatives and hedging policies.​Commodity Price Risk​We are subject to commodity price risk generated by our purchases of meat, seafood and dairy products, among other food items. We purchase, manufacture and sell various commodity related food products and risk arises from the price volatility of these commodities. The price and availability of these commodities directly affect our results of operations. To help manage or minimize the effect of commodity price risk exposure on our operations, we use a combination of pricing features embedded within supply contracts, such as fixed-price and price-to-be-fixed contracts, and have the ability to increase or decrease retail prices to our customers as commodity prices change.​We are exposed to changes in the prices of diesel and unleaded fuel. The majority of our fuel contracts utilize index-based pricing formulas plus or minus a fixed locational/supplier differential. We expect to take delivery of these commitments in the normal course of business, and, as a result, these contracts qualify as normal purchases. While many of the indices are aligned, each index may fluctuate at a different pace, driving variability in the prices paid for fuel. Because of this, our operating results may be affected should the market price of fuel suddenly change by a significant amount, which can affect our operating results either positively or negatively in the short-term. ​ The tables below provide information about our underlying debt portfolio as of January 31, 2026 and February 1, 2025. The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of January 31, 2026, and February 1, 2025. Interest rates reflect the weighted average rate for the outstanding instruments. The variable rate debt is based on a reference rate using the forward yield curve as of January 31, 2026 and February 1, 2025. The Fair Value column includes the fair value of our debt instruments as of January 31, 2026 and February 1, 2025. We had no outstanding interest rate derivatives classified as fair value hedges as of January 31, 2026 and February 1, 2025. See Notes 5, 6 and 7 to the Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ In addition to the risks inherent in our operations, we are exposed to market risk from a variety of sources, including changes in interest rates, commodity prices, the fair value of certain equity investments and defined benefit pension and other post-retirement benefit plans. Our market risk exposures are discussed below. ​ Interest Rate Risk ​ We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of our commercial paper program, variable and fixed rate debt, and interest rate swaps. Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of our debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status. ​ When we use derivative financial instruments, it is primarily to manage our exposure to fluctuations in interest rates. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets. ​ As of February 1, 2025, we had no forward-starting interest rate swap agreements outstanding. ​ As of February 3, 2024, we maintained five forward-starting interest rate swap agreements with a maturity date of August 1, 2027 with an aggregate notional amount totaling $5.4 billion. A forward-starting interest rate swap is an agreement that effectively hedges the variability in future benchmark interest payments attributable to changes in interest rates on the forecasted issuance of fixed-rate debt. We entered into these forward-starting interest rate swaps in order to hedge the variability in future benchmark interest payments attributable to changing interest rate on the forecasted issuance of fixed-rate debt that was issued in 2024. The fixed interest rates for these forward-starting interest rate swaps range from 3.00% to 3.78%. The variable rate component on the forward-starting interest rate swaps is the Secured Overnight Financing Rate (“SOFR”). ​ A notional amount of $2.4 billion of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP. Accordingly, the changes in fair value of these forward-starting interest rate swaps are recorded to other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. As of February 3, 2024, the fair value of the interest rate swaps designated as cash flow hedges was recorded in “Other assets” for $125 million and accumulated other comprehensive income for $95 million, net of tax. ​ The remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps was not designated as a cash-flow hedge. Accordingly, the changes in the fair value of these forward-starting interest rate swaps not designated as cash-flow hedges are recognized through net earnings. As of February 3, 2024, the fair value of these swaps was recorded in “Other Assets” for $35 million and “Other long-term liabilities” for $3 million. In 2023, we recognized an unrealized gain of $174 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations. ​ In 2024, we terminated these five forward-starting interest rate swaps with a maturity date of August 1, 2027 and an aggregate notional amount totaling $5.4 billion. For the notional amount of $2.4 billion of these forward-starting interest rate swaps that was designated as a cash-flow hedge, the unamortized gain of $48 million, $36 million net of tax, has been deferred in accumulated other comprehensive income and will be amortized to earnings as the interest payments are made. For the remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps not designated as a cash-flow hedge, we recognized a realized loss of $55 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations. 49 49 49 In 2024, we entered into two 10-year treasury lock agreements with an aggregate notional amount of $2.1 billion and a weighted-average interest rate of 3.91% and two 30-year treasury lock agreements with an aggregate notional amount of $3.3 billion and a weighted-average interest rate of 4.11%. These treasury locks were an agreement used to hedge the U.S. Treasury benchmark interest rate associated with future interest payments on the forecasted issuance of fixed-rate debt that was issued in 2024. These treasury locks were designated as cash-flow hedges as defined by GAAP. Accordingly, the changes in fair value of these treasury locks are recorded to accumulated other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. In 2024, we terminated these treasury lock agreements. The unamortized loss of $56 million, $43 million net of tax, has been deferred in accumulated other comprehensive loss and will be amortized to earnings as the interest payments are made.​Annually, we review with the Finance Committee of our Board of Directors compliance with the guidelines described above. The guidelines may change as our business needs dictate. ​The tables below provide information about our underlying debt portfolio as of February 1, 2025 and February 3, 2024. The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of February 1, 2025 and February 3, 2024. Interest rates reflect the weighted average rate for the outstanding instruments. The variable rate debt is based on a reference rate using the forward yield curve as of February 1, 2025 and February 3, 2024. The Fair Value column includes the fair value of our debt instruments as of February 1, 2025 and February 3, 2024. We had no outstanding interest rate derivatives classified as fair value hedges as of February 1, 2025 or February 3, 2024. See Notes 5, 6 and 7 to the Consolidated Financial Statements.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​February 1, 2025 ​​Expected Year of Maturity ​ 2025 2026 2027 2028 2029 Thereafter Total Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (25)​$ (1,311)​$ (616)​$ (663)​$ (552)​$ (12,735)​$ (15,902)​$ (14,497)​Average interest rate(1)​ 2.10% 3.00% 3.68% 4.43% 7.69% 4.79% ​​​​​​Variable rate principal payments​$ (90)​$ —​$ —​$ (22)​$ (38)​$ —​$ (150)​$ (151)​Average interest rate​ 2.87% —​ —​ 7.93% 6.17% —​​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $143 million, of which $11 million is current and $132 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​February 3, 2024 ​​Expected Year of Maturity ​ 2024 2025 2026 2027 2028 Thereafter Total Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (23)​$ (19)​$ (1,311)​$ (616)​$ (625)​$ (7,521)​$ (10,115)​$ (9,256)​Average interest rate(1)​ 2.41% 3.03% 3.00% 3.68% 4.50% 4.56% ​​​​​​Variable rate principal payments​$ (9)​$ (81)​$ —​$ —​$ (22)​$ (33)​$ (145)​$ (145)​Average interest rate​ 7.19% 3.07% —​ —​ 7.94% 7.19%​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $73 million, of which $7 million is current and $66 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​Based on our year-end 2024 variable rate debt levels, a 10 percent change in interest rates would be immaterial. See Note 6 to the Consolidated Financial Statements for further discussion of derivatives and hedging policies.​Commodity Price Risk​We are subject to commodity price risk generated by our purchases of meat, seafood and dairy products, among other food items. We purchase, manufacture and sell various commodity related food products and risk arises from the price volatility of these commodities. The price and availability of these commodities directly affects our results of operations. To help manage or minimize the effect of commodity price risk exposure on our operations, we use a combination of pricing features embedded within supply contracts, such as fixed-price and price-to-be-fixed contracts, and have the ability to increase or decrease retail prices to our customers as commodity prices change.​50 In 2024, we entered into two 10-year treasury lock agreements with an aggregate notional amount of $2.1 billion and a weighted-average interest rate of 3.91% and two 30-year treasury lock agreements with an aggregate notional amount of $3.3 billion and a weighted-average interest rate of 4.11%. These treasury locks were an agreement used to hedge the U.S. Treasury benchmark interest rate associated with future interest payments on the forecasted issuance of fixed-rate debt that was issued in 2024. These treasury locks were designated as cash-flow hedges as defined by GAAP. Accordingly, the changes in fair value of these treasury locks are recorded to accumulated other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. In 2024, we terminated these treasury lock agreements. The unamortized loss of $56 million, $43 million net of tax, has been deferred in accumulated other comprehensive loss and will be amortized to earnings as the interest payments are made.​Annually, we review with the Finance Committee of our Board of Directors compliance with the guidelines described above. The guidelines may change as our business needs dictate. ​The tables below provide information about our underlying debt portfolio as of February 1, 2025 and February 3, 2024. The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of February 1, 2025 and February 3, 2024. Interest rates reflect the weighted average rate for the outstanding instruments. The variable rate debt is based on a reference rate using the forward yield curve as of February 1, 2025 and February 3, 2024. The Fair Value column includes the fair value of our debt instruments as of February 1, 2025 and February 3, 2024. We had no outstanding interest rate derivatives classified as fair value hedges as of February 1, 2025 or February 3, 2024. See Notes 5, 6 and 7 to the Consolidated Financial Statements.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​February 1, 2025 ​​Expected Year of Maturity ​ 2025 2026 2027 2028 2029 Thereafter Total Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (25)​$ (1,311)​$ (616)​$ (663)​$ (552)​$ (12,735)​$ (15,902)​$ (14,497)​Average interest rate(1)​ 2.10% 3.00% 3.68% 4.43% 7.69% 4.79% ​​​​​​Variable rate principal payments​$ (90)​$ —​$ —​$ (22)​$ (38)​$ —​$ (150)​$ (151)​Average interest rate​ 2.87% —​ —​ 7.93% 6.17% —​​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $143 million, of which $11 million is current and $132 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​February 3, 2024 ​​Expected Year of Maturity ​ 2024 2025 2026 2027 2028 Thereafter Total Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (23)​$ (19)​$ (1,311)​$ (616)​$ (625)​$ (7,521)​$ (10,115)​$ (9,256)​Average interest rate(1)​ 2.41% 3.03% 3.00% 3.68% 4.50% 4.56% ​​​​​​Variable rate principal payments​$ (9)​$ (81)​$ —​$ —​$ (22)​$ (33)​$ (145)​$ (145)​Average interest rate​ 7.19% 3.07% —​ —​ 7.94% 7.19%​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $73 million, of which $7 million is current and $66 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​Based on our year-end 2024 variable rate debt levels, a 10 percent change in interest rates would be immaterial. See Note 6 to the Consolidated Financial Statements for further discussion of derivatives and hedging policies.​Commodity Price Risk​We are subject to commodity price risk generated by our purchases of meat, seafood and dairy products, among other food items. We purchase, manufacture and sell various commodity related food products and risk arises from the price volatility of these commodities. The price and availability of these commodities directly affects our results of operations. To help manage or minimize the effect of commodity price risk exposure on our operations, we use a combination of pricing features embedded within supply contracts, such as fixed-price and price-to-be-fixed contracts, and have the ability to increase or decrease retail prices to our customers as commodity prices change.​ In 2024, we entered into two 10-year treasury lock agreements with an aggregate notional amount of $2.1 billion and a weighted-average interest rate of 3.91% and two 30-year treasury lock agreements with an aggregate notional amount of $3.3 billion and a weighted-average interest rate of 4.11%. These treasury locks were an agreement used to hedge the U.S. Treasury benchmark interest rate associated with future interest payments on the forecasted issuance of fixed-rate debt that was issued in 2024. These treasury locks were designated as cash-flow hedges as defined by GAAP. Accordingly, the changes in fair value of these treasury locks are recorded to accumulated other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. In 2024, we terminated these treasury lock agreements. The unamortized loss of $56 million, $43 million net of tax, has been deferred in accumulated other comprehensive loss and will be amortized to earnings as the interest payments are made.​Annually, we review with the Finance Committee of our Board of Directors compliance with the guidelines described above. The guidelines may change as our business needs dictate. ​The tables below provide information about our underlying debt portfolio as of February 1, 2025 and February 3, 2024. The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of February 1, 2025 and February 3, 2024. Interest rates reflect the weighted average rate for the outstanding instruments. The variable rate debt is based on a reference rate using the forward yield curve as of February 1, 2025 and February 3, 2024. The Fair Value column includes the fair value of our debt instruments as of February 1, 2025 and February 3, 2024. We had no outstanding interest rate derivatives classified as fair value hedges as of February 1, 2025 or February 3, 2024. See Notes 5, 6 and 7 to the Consolidated Financial Statements.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​February 1, 2025 ​​Expected Year of Maturity ​ 2025 2026 2027 2028 2029 Thereafter Total Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (25)​$ (1,311)​$ (616)​$ (663)​$ (552)​$ (12,735)​$ (15,902)​$ (14,497)​Average interest rate(1)​ 2.10% 3.00% 3.68% 4.43% 7.69% 4.79% ​​​​​​Variable rate principal payments​$ (90)​$ —​$ —​$ (22)​$ (38)​$ —​$ (150)​$ (151)​Average interest rate​ 2.87% —​ —​ 7.93% 6.17% —​​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $143 million, of which $11 million is current and $132 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​February 3, 2024 ​​Expected Year of Maturity ​ 2024 2025 2026 2027 2028 Thereafter Total Fair Value ​​(in millions) Debt​​​​​​​​​​​​​​​​​​​​​​​​​Fixed rate principal payments(1)​$ (23)​$ (19)​$ (1,311)​$ (616)​$ (625)​$ (7,521)​$ (10,115)​$ (9,256)​Average interest rate(1)​ 2.41% 3.03% 3.00% 3.68% 4.50% 4.56% ​​​​​​Variable rate principal payments​$ (9)​$ (81)​$ —​$ —​$ (22)​$ (33)​$ (145)​$ (145)​Average interest rate​ 7.19% 3.07% —​ —​ 7.94% 7.19%​​​​​​(1)The fixed rate principal payments exclude debt discounts and deferred financing costs of $73 million, of which $7 million is current and $66 million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs.​Based on our year-end 2024 variable rate debt levels, a 10 percent change in interest rates would be immaterial. See Note 6 to the Consolidated Financial Statements for further discussion of derivatives and hedging policies.​Commodity Price Risk​We are subject to commodity price risk generated by our purchases of meat, seafood and dairy products, among other food items. We purchase, manufacture and sell various commodity related food products and risk arises from the price volatility of these commodities. The price and availability of these commodities directly affects our results of operations. To help manage or minimize the effect of commodity price risk exposure on our operations, we use a combination of pricing features embedded within supply contracts, such as fixed-price and price-to-be-fixed contracts, and have the ability to increase or decrease retail prices to our customers as commodity prices change.​ In 2024, we entered into two 10-year treasury lock agreements with an aggregate notional amount of $2.1 billion and a weighted-average interest rate of 3.91% and two 30-year treasury lock agreements with an aggregate notional amount of $3.3 billion and a weighted-average interest rate of 4.11%. These treasury locks were an agreement used to hedge the U.S. Treasury benchmark interest rate associated with future interest payments on the forecasted issuance of fixed-rate debt that was issued in 2024. These treasury locks were designated as cash-flow hedges as defined by GAAP. Accordingly, the changes in fair value of these treasury locks are recorded to accumulated other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. In 2024, we terminated these treasury lock agreements. The unamortized loss of $56 million, $43 million net of tax, has been deferred in accumulated other comprehensive loss and will be amortized to earnings as the interest payments are made. ​ Annually, we review with the Finance Committee of our Board of Directors compliance with the guidelines described above. The guidelines may change as our business needs dictate. ​ The tables below provide information about our underlying debt portfolio as of February 1, 2025 and February 3, 2024. The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of February 1, 2025 and February 3, 2024. Interest rates reflect the weighted average rate for the outstanding instruments. The variable rate debt is based on a reference rate using the forward yield curve as of February 1, 2025 and February 3, 2024. The Fair Value column includes the fair value of our debt instruments as of February 1, 2025 and February 3, 2024. We had no outstanding interest rate derivatives classified as fair value hedges as of February 1, 2025 or February 3, 2024. See Notes 5, 6 and 7 to the Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Net Earnings per Diluted Share excluding the Adjusted Items", "prior_title": "Net Earnings per Diluted Share excluding the Adjusted Items", "similarity_score": 0.887, "confidence": "high", "key_changes": [ "Reworded sentence: \"($ in millions, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net earnings attributable to The Kroger Co.\"", "Reworded sentence: \"These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies.​31 Net Earnings per Diluted Share excluding the Adjusted Items (continued)($ in millions, except per share amounts)​(1)The amounts presented represent the after-tax effect of each adjustment, which was calculated using discrete tax rates.(2)The pre-tax adjustments for loss (gain) on investments were $41 in 2025, $148 in 2024 and $(151) in 2023.(3)The pre-tax adjustment for labor dispute charges was $44.\"" ], "current_body": "($ in millions, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net earnings attributable to The Kroger Co. ​ $ 1,016 ​ $ 2,665 ​ $ 2,164 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Income) expense adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment for loss (gain) on investments(1)(2) ​ ​ 33 ​ ​ 112 ​ ​ (116) ​ 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) ​ ​ — ​ ​ 489 ​ ​ 268 ​ Adjustment for merger-related litigation and settlement charges(1)(7) ​ ​ 121 ​ ​ — ​ ​ — ​ Adjustment for property losses(1)(8) ​ ​ — ​ ​ 19 ​ ​ — ​ Adjustment for merger-related net interest expense(1)(9) ​ ​ — ​ ​ 26 ​ ​ — ​ Adjustment for opioid settlement charges and vendor reserves(1)(10) ​ ​ (3) ​ ​ (21) ​ ​ 1,163 ​ Adjustment for the impairment of intangible assets(1)(11) ​ ​ 34 ​ ​ 23 ​ ​ — ​ Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12) ​ ​ — ​ ​ (60) ​ ​ — ​ Adjustment for severance charge and related benefits(1)(13) ​ ​ 37 ​ ​ 24 ​ ​ — ​ Adjustment for fulfillment network impairment and related charges(1)(14) ​ ​ 1,908 ​ ​ — ​ ​ — ​ Executive stock compensation for a former executive income tax adjustment ​ ​ (7) ​ ​ — ​ ​ — ​ Adjustment for income tax expense on sale of Kroger Specialty Pharmacy ​ ​ — ​ ​ (31) ​ ​ — ​ Adjustment for income tax expense on sale of Vitacost.com ​ ​ (34) ​ ​ — ​ ​ — ​ Total Adjusted Items ​ ​ 2,183 ​ ​ 581 ​ ​ 1,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. excluding the Adjusted Items ​ $ 3,199 ​ $ 3,246 ​ $ 3,479 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extra Week adjustment(1)(15) ​ ​ — ​ ​ — ​ ​ (144) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. excluding the Adjusted Items and the Extra Week adjustment ​ $ 3,199 ​ $ 3,246 ​ $ 3,335 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per diluted common share ​ $ 1.54 ​ $ 3.67 ​ $ 2.96 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Income) expense adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment for (gain) loss on investments(16) ​ 0.05 ​ 0.15 ​ (0.17) ​ Adjustment for labor dispute charges(16) ​ ​ 0.05 ​ ​ — ​ ​ — ​ Adjustment for store closures(16) ​ ​ 0.12 ​ ​ — ​ ​ — ​ Adjustment for executive stock compensation for a former executive(16) ​ ​ (0.03) ​ ​ — ​ ​ — ​ Adjustment for merger-related costs(16) ​ ​ — ​ ​ 0.67 ​ ​ 0.37 ​ Adjustment for merger-related litigation and settlement charges(16) ​ ​ 0.18 ​ ​ — ​ ​ — ​ Adjustment for property losses(16) ​ ​ — ​ ​ 0.03 ​ ​ — ​ Adjustment for merger-related net interest expense(16) ​ ​ — ​ ​ 0.04 ​ ​ — ​ Adjustment for opioid settlement charges and vendor reserves(16) ​ ​ (0.01) ​ ​ (0.03) ​ ​ 1.60 ​ Adjustment for the impairment of intangible assets(16) ​ ​ 0.05 ​ ​ 0.03 ​ ​ — ​ Adjustment for gain on sale of Kroger Specialty Pharmacy(16) ​ ​ — ​ ​ (0.08) ​ ​ — ​ Adjustment for severance charge and related benefits(16) ​ ​ 0.05 ​ ​ 0.03 ​ ​ — ​ Adjustment for fulfillment network impairment and related charges(16) ​ ​ 2.91 ​ ​ — ​ ​ — ​ Executive stock compensation for a former executive income tax adjustment(16) ​ ​ (0.01) ​ ​ — ​ ​ — ​ Adjustment for income tax expense on sale of Kroger Specialty Pharmacy(16) ​ ​ — ​ ​ (0.04) ​ ​ — ​ Adjustment for income tax expense on sale of Vitacost.com(16) ​ ​ (0.05) ​ ​ — ​ ​ — ​ Total Adjusted Items ​ ​ 3.31 ​ ​ 0.80 ​ ​ 1.80 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items ​ $ 4.85 ​ $ 4.47 ​ $ 4.76 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extra Week adjustment(16) ​ ​ — ​ ​ — ​ ​ (0.20) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment ​ $ 4.85 ​ $ 4.47 ​ $ 4.56 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average numbers of common shares used in diluted calculation ​ 655 ​ ​ 720 ​ ​ 725 ​ 30 30 30 Net Earnings per Diluted Share excluding the Adjusted Items (continued)($ in millions, except per share amounts)​(1)The amounts presented represent the after-tax effect of each adjustment, which was calculated using discrete tax rates.(2)The pre-tax adjustments for loss (gain) on investments were $41 in 2025, $148 in 2024 and $(151) in 2023.(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 adjustments for merger-related costs were $684 in 2024 and $316 in 2023. (7)The pre-tax adjustment for merger-related litigation and settlement charges was $161 for 2025. (8)The pre-tax adjustment for property losses was $25. (9)The pre-tax adjustment for merger-related net interest expense was $34. (10)The pre-tax adjustments for opioid settlement charges were $(6) in 2025, $(27) in 2024, and $1,475 in 2023. (11)The pre-tax adjustments for impairment of intangible assets were $50 in 2025 and $30 in 2024. (12)The pre-tax adjustment for gain on sale of Kroger Specialty Pharmacy was $(79).(13)The pre-tax adjustments for severance charge and related benefits were $47 in 2025 and $32 in 2024.(14)The pre-tax adjustment for fulfillment network impairment and related charges was $2,497.(15)The pre-tax Extra Week adjustment was $(179).(16)The amount presented represents the net earnings (loss) per diluted common share effect of each adjustment.​Key Performance Indicators​We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel and adjusted items, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital. We use these financial metrics and related computations to evaluate our operational effectiveness and our results of operations from period to period and to plan for near and long-term operating and strategic decisions. These key performance indicators should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies.​31 Net Earnings per Diluted Share excluding the Adjusted Items (continued)($ in millions, except per share amounts)​(1)The amounts presented represent the after-tax effect of each adjustment, which was calculated using discrete tax rates.(2)The pre-tax adjustments for loss (gain) on investments were $41 in 2025, $148 in 2024 and $(151) in 2023.(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 adjustments for merger-related costs were $684 in 2024 and $316 in 2023. (7)The pre-tax adjustment for merger-related litigation and settlement charges was $161 for 2025. (8)The pre-tax adjustment for property losses was $25. (9)The pre-tax adjustment for merger-related net interest expense was $34. (10)The pre-tax adjustments for opioid settlement charges were $(6) in 2025, $(27) in 2024, and $1,475 in 2023. (11)The pre-tax adjustments for impairment of intangible assets were $50 in 2025 and $30 in 2024. (12)The pre-tax adjustment for gain on sale of Kroger Specialty Pharmacy was $(79).(13)The pre-tax adjustments for severance charge and related benefits were $47 in 2025 and $32 in 2024.(14)The pre-tax adjustment for fulfillment network impairment and related charges was $2,497.(15)The pre-tax Extra Week adjustment was $(179).(16)The amount presented represents the net earnings (loss) per diluted common share effect of each adjustment.​Key Performance Indicators​We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel and adjusted items, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital. We use these financial metrics and related computations to evaluate our operational effectiveness and our results of operations from period to period and to plan for near and long-term operating and strategic decisions. These key performance indicators should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies.​", "prior_body": "($ in millions, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Net earnings attributable to The Kroger Co. ​ $ 2,665 ​ $ 2,164 ​ $ 2,244 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Income) expense adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment for pension plan withdrawal liabilities(1)(2) ​ ​ — ​ ​ — ​ ​ 19 ​ Adjustment for loss (gain) on investments(1)(3) ​ 112 ​ (116) ​ ​ 561 ​ Adjustment for Home Chef contingent consideration(1)(4) ​ ​ — ​ ​ — ​ ​ 15 ​ Adjustment for severance charge and related benefits(1)(5) ​ ​ 24 ​ ​ — ​ ​ — ​ Adjustment for impairment of intangible assets(1)(6) ​ ​ 23 ​ ​ — ​ ​ — ​ Adjustment for property losses(1)(7) ​ ​ 19 ​ ​ — ​ ​ — ​ Adjustment for merger-related costs(1)(8) ​ ​ 489 ​ ​ 268 ​ ​ 34 ​ Adjustment for merger-related net interest expense(1)(9) ​ ​ 26 ​ ​ — ​ ​ — ​ Adjustment for opioid settlement charges(1)(10) ​ ​ (21) ​ ​ 1,163 ​ ​ 67 ​ Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(1)(11) ​ ​ — ​ ​ — ​ ​ 164 ​ Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12) ​ ​ (60) ​ ​ — ​ ​ — ​ Adjustment for income tax expense on sale of Kroger Specialty Pharmacy ​ ​ (31) ​ ​ — ​ ​ — ​ Total Adjusted Items ​ ​ 581 ​ ​ 1,315 ​ ​ 860 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. excluding the Adjusted Items ​ $ 3,246 ​ $ 3,479 ​ $ 3,104 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extra Week adjustment(1)(13) ​ ​ — ​ ​ (144) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. excluding the Adjusted Items and the Extra Week adjustment ​ $ 3,246 ​ $ 3,335 ​ $ 3,104 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per diluted common share ​ $ 3.67 ​ $ 2.96 ​ $ 3.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Income) expense adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment for pension plan withdrawal liabilities(14) ​ — ​ — ​ 0.03 ​ Adjustment for loss (gain) on investments(14) ​ ​ 0.15 ​ ​ (0.17) ​ ​ 0.76 ​ Adjustment for Home Chef contingent consideration(14) ​ ​ — ​ ​ — ​ ​ 0.02 ​ Adjustment for severance charge and related benefits(14) ​ ​ 0.03 ​ ​ — ​ ​ — ​ Adjustment for impairment of intangible assets(14) ​ ​ 0.03 ​ ​ — ​ ​ — ​ Adjustment for property losses(14) ​ ​ 0.03 ​ ​ — ​ ​ — ​ Adjustment for merger-related costs(14) ​ ​ 0.67 ​ ​ 0.37 ​ ​ 0.05 ​ Adjustment for merger-related net interest expense(14) ​ ​ 0.04 ​ ​ — ​ ​ — ​ Adjustment for opioid settlement charges(14) ​ ​ (0.03) ​ ​ 1.60 ​ ​ 0.09 ​ Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(14) ​ ​ — ​ ​ — ​ ​ 0.22 ​ Adjustment for gain on sale of Kroger Specialty Pharmacy(14) ​ ​ (0.08) ​ ​ — ​ ​ — ​ Adjustment for income tax expense on sale of Kroger Specialty Pharmacy(14) ​ ​ (0.04) ​ ​ — ​ ​ — ​ Total Adjusted Items ​ ​ 0.80 ​ ​ 1.80 ​ ​ 1.17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items ​ $ 4.47 ​ $ 4.76 ​ $ 4.23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extra Week adjustment(14) ​ ​ — ​ ​ (0.20) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment ​ $ 4.47 ​ $ 4.56 ​ $ 4.23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average numbers of common shares used in diluted calculation ​ 720 ​ 725 ​ 727 ​ ​ 32 32 32 Net Earnings per Diluted Share excluding the Adjusted Items (continued)($ in millions, except per share amounts)​(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 pension plan withdrawal liabilities was $25.(3)The pre-tax adjustments for loss (gain) on investments were $148 in 2024, $(151) in 2023 and $728 in 2022.(4)The pre-tax adjustment for Home Chef contingent consideration was $20.(5)The pre-tax adjustment for severance charge and related benefits was $32. (6)The pre-tax adjustment for impairment of intangible assets was $30. (7)The pre-tax adjustment for property losses was $25. (8)The pre-tax adjustments for merger related costs were $684 in 2024, $316 in 2023 and $44 in 2022. Merger related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons.(9)The pre-tax adjustment for merger-related net interest expense was $34.(10)The pre-tax adjustments for opioid settlement charges were $(27) in 2024, $1,475 in 2023 and $85 in 2022.(11)The pre-tax and after-tax adjustments for goodwill and fixed asset impairment charges related to Vitacost.com was $164.(12)The pre-tax adjustment for gain on sale of Kroger Specialty Pharmacy was $(79).(13)The pre-tax Extra Week adjustment was $(179). (14)The amount presented represents the net earnings (loss) per diluted common share effect of each adjustment.​Key Performance Indicators​We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital. We use these financial metrics and related computations to evaluate our operational effectiveness and our results of operations from period to period and to plan for near and long-term operating and strategic decisions. These key performance indicators should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies.​33 Net Earnings per Diluted Share excluding the Adjusted Items (continued)($ in millions, except per share amounts)​(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 pension plan withdrawal liabilities was $25.(3)The pre-tax adjustments for loss (gain) on investments were $148 in 2024, $(151) in 2023 and $728 in 2022.(4)The pre-tax adjustment for Home Chef contingent consideration was $20.(5)The pre-tax adjustment for severance charge and related benefits was $32. (6)The pre-tax adjustment for impairment of intangible assets was $30. (7)The pre-tax adjustment for property losses was $25. (8)The pre-tax adjustments for merger related costs were $684 in 2024, $316 in 2023 and $44 in 2022. Merger related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons.(9)The pre-tax adjustment for merger-related net interest expense was $34.(10)The pre-tax adjustments for opioid settlement charges were $(27) in 2024, $1,475 in 2023 and $85 in 2022.(11)The pre-tax and after-tax adjustments for goodwill and fixed asset impairment charges related to Vitacost.com was $164.(12)The pre-tax adjustment for gain on sale of Kroger Specialty Pharmacy was $(79).(13)The pre-tax Extra Week adjustment was $(179). (14)The amount presented represents the net earnings (loss) per diluted common share effect of each adjustment.​Key Performance Indicators​We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital. We use these financial metrics and related computations to evaluate our operational effectiveness and our results of operations from period to period and to plan for near and long-term operating and strategic decisions. These key performance indicators should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies.​ Net Earnings per Diluted Share excluding the Adjusted Items (continued)($ in millions, except per share amounts)​(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 pension plan withdrawal liabilities was $25.(3)The pre-tax adjustments for loss (gain) on investments were $148 in 2024, $(151) in 2023 and $728 in 2022.(4)The pre-tax adjustment for Home Chef contingent consideration was $20.(5)The pre-tax adjustment for severance charge and related benefits was $32. (6)The pre-tax adjustment for impairment of intangible assets was $30. (7)The pre-tax adjustment for property losses was $25. (8)The pre-tax adjustments for merger related costs were $684 in 2024, $316 in 2023 and $44 in 2022. Merger related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons.(9)The pre-tax adjustment for merger-related net interest expense was $34.(10)The pre-tax adjustments for opioid settlement charges were $(27) in 2024, $1,475 in 2023 and $85 in 2022.(11)The pre-tax and after-tax adjustments for goodwill and fixed asset impairment charges related to Vitacost.com was $164.(12)The pre-tax adjustment for gain on sale of Kroger Specialty Pharmacy was $(79).(13)The pre-tax Extra Week adjustment was $(179). (14)The amount presented represents the net earnings (loss) per diluted common share effect of each adjustment.​Key Performance Indicators​We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital. We use these financial metrics and related computations to evaluate our operational effectiveness and our results of operations from period to period and to plan for near and long-term operating and strategic decisions. These key performance indicators should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies.​" }, { "status": "MODIFIED", "current_title": "Contractual Obligations(1)(2)", "prior_title": "Contractual Obligations(1)(2)", "similarity_score": 0.886, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt(3) ​ $ 1,366 ​ $ 606 ​ $ 665 ​ $ 557 ​ $ 1,035 ​ $ 11,646 ​ $ 15,875 ​ Interest on long-term debt(4) ​ ​ 735 ​ ​ 705 ​ ​ 693 ​ ​ 661 ​ ​ 636 ​ ​ 10,160 ​ ​ 13,590 ​ Finance lease obligations ​ ​ 482 ​ ​ 165 ​ ​ 165 ​ ​ 157 ​ ​ 149 ​ ​ 1,080 ​ ​ 2,198 ​ Operating lease obligations ​ ​ 962 ​ ​ 914 ​ ​ 852 ​ ​ 792 ​ ​ 742 ​ ​ 5,859 ​ ​ 10,121 ​ Self-insurance liability(5) ​ ​ 387 ​ ​ 161 ​ ​ 127 ​ ​ 87 ​ ​ 52 ​ ​ 99 ​ ​ 913 ​ Construction commitments(6) ​ ​ 1,071 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,071 ​ Opioid settlement payments(7) ​ ​ 140 ​ ​ 140 ​ ​ 136 ​ ​ 126 ​ ​ 117 ​ ​ 499 ​ ​ 1,158 ​ Purchase obligations(8) ​ ​ 992 ​ ​ 368 ​ ​ 152 ​ ​ 102 ​ ​ 27 ​ ​ 137 ​ ​ 1,778 ​ Total ​ $ 6,135 ​ $ 3,059 ​ $ 2,790 ​ $ 2,482 ​ $ 2,758 ​ $ 29,480 ​ $ 46,704 ​ ​ We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of January 31, 2026, cash flows from our operating activities and other sources of liquidity, including borrowings under our commercial paper program and revolving credit facility.\"", "Reworded sentence: \"We may also require additional capital in the future to fund organic growth opportunities, increase capacity of our Delivery solutions, joint ventures or other business partnerships, property development, acquisitions, dividends and share repurchases.\"", "Reworded sentence: \"​ For additional information about our debt activity in 2025, see Note 5 to the Consolidated Financial Statements.\"", "Reworded sentence: \"As of March 26, 2026, we had no commercial paper borrowings outstanding.​Our credit facility requires the maintenance of a Leverage Ratio (our “financial covenant”).\"", "Reworded sentence: \"This financial covenant is described below:​●Our Leverage Ratio (the ratio of Net Debt to Adjusted EBITDA, as defined in the credit facility) was 1.54 to 1 as of January 31, 2026.\"" ], "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt(3) ​ $ 1,366 ​ $ 606 ​ $ 665 ​ $ 557 ​ $ 1,035 ​ $ 11,646 ​ $ 15,875 ​ Interest on long-term debt(4) ​ ​ 735 ​ ​ 705 ​ ​ 693 ​ ​ 661 ​ ​ 636 ​ ​ 10,160 ​ ​ 13,590 ​ Finance lease obligations ​ ​ 482 ​ ​ 165 ​ ​ 165 ​ ​ 157 ​ ​ 149 ​ ​ 1,080 ​ ​ 2,198 ​ Operating lease obligations ​ ​ 962 ​ ​ 914 ​ ​ 852 ​ ​ 792 ​ ​ 742 ​ ​ 5,859 ​ ​ 10,121 ​ Self-insurance liability(5) ​ ​ 387 ​ ​ 161 ​ ​ 127 ​ ​ 87 ​ ​ 52 ​ ​ 99 ​ ​ 913 ​ Construction commitments(6) ​ ​ 1,071 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,071 ​ Opioid settlement payments(7) ​ ​ 140 ​ ​ 140 ​ ​ 136 ​ ​ 126 ​ ​ 117 ​ ​ 499 ​ ​ 1,158 ​ Purchase obligations(8) ​ ​ 992 ​ ​ 368 ​ ​ 152 ​ ​ 102 ​ ​ 27 ​ ​ 137 ​ ​ 1,778 ​ Total ​ $ 6,135 ​ $ 3,059 ​ $ 2,790 ​ $ 2,482 ​ $ 2,758 ​ $ 29,480 ​ $ 46,704 ​ ​ We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of January 31, 2026, cash flows from our operating activities and other sources of liquidity, including borrowings under our commercial paper program and revolving 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, increase capacity of our Delivery solutions, 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 2025, see Note 5 to the Consolidated Financial Statements. ​ 44 44 44 Factors Affecting Liquidity​We can currently borrow on a daily basis approximately $2.75 billion under our commercial paper program. At January 31, 2026, we had no outstanding commercial paper. Commercial paper borrowings are backed by our credit facility and reduce the amount we can borrow under the credit facility. If our short-term credit ratings fall, the ability to borrow under our current commercial paper program could be adversely affected for a period of time and increase our interest cost on daily borrowings under our commercial paper program. This could require us to borrow additional funds under the credit facility, under which we believe we have sufficient capacity. However, in the event of a ratings decline, we do not anticipate that our borrowing capacity under our commercial paper program would be any lower than $500 million on a daily basis. Factors that could affect our credit rating include changes in our operating performance and financial position, the state of the economy, conditions in the food retail industry and changes in our business model. Further information on the risks and uncertainties that can affect our business can be found in the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. Although our ability to borrow under the credit facility is not affected by our credit rating, the interest cost and applicable margin on borrowings under the credit facility could be affected by a downgrade in our Public Debt Rating. “Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by Kroger. As of March 26, 2026, we had no commercial paper borrowings outstanding.​Our credit facility requires the maintenance of a Leverage Ratio (our “financial covenant”). A failure to maintain our financial covenant would impair our ability to borrow under the credit facility. This financial covenant is described below:​●Our Leverage Ratio (the ratio of Net Debt to Adjusted EBITDA, as defined in the credit facility) was 1.54 to 1 as of January 31, 2026. If this ratio were to exceed 3.50 to 1, we would be in default of our revolving credit facility and our ability to borrow under the facility would be impaired.​Our credit facility is more fully described in Note 5 to the Consolidated Financial Statements. We were in compliance with our financial covenant at January 31, 2026.​As of January 31, 2026, we maintained a $2.75 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 January 31, 2026, 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 $3 million as of January 31, 2026.​We maintain surety bonds related primarily to our self-insured workers’ compensation claims. These bonds are required by most states in which we are self-insured for workers’ compensation and are placed with predominately third-party insurance providers to insure payment of our obligations in the event we are unable to meet our claim payment obligations up to our self-insured retention levels. These bonds do not represent liabilities of ours, as we already have reserves on our books for the claims costs. Market changes may make the surety bonds more costly and, in some instances, availability of these bonds may become more limited, which could affect our costs of, or access to, such bonds. Although we do not believe increased costs or decreased availability would significantly affect our ability to access these surety bonds, if this does become an issue, we would issue letters of credit, in states where allowed, to meet the state bonding requirements. This could increase our cost or decrease the funds available under our credit facility if the letters of credit were issued against our credit facility. We had $617 million of outstanding surety bonds as of January 31, 2026. These surety bonds expire during fiscal year 2026 and are expected to be renewed.​45 Factors Affecting Liquidity​We can currently borrow on a daily basis approximately $2.75 billion under our commercial paper program. At January 31, 2026, we had no outstanding commercial paper. Commercial paper borrowings are backed by our credit facility and reduce the amount we can borrow under the credit facility. If our short-term credit ratings fall, the ability to borrow under our current commercial paper program could be adversely affected for a period of time and increase our interest cost on daily borrowings under our commercial paper program. This could require us to borrow additional funds under the credit facility, under which we believe we have sufficient capacity. However, in the event of a ratings decline, we do not anticipate that our borrowing capacity under our commercial paper program would be any lower than $500 million on a daily basis. Factors that could affect our credit rating include changes in our operating performance and financial position, the state of the economy, conditions in the food retail industry and changes in our business model. Further information on the risks and uncertainties that can affect our business can be found in the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. Although our ability to borrow under the credit facility is not affected by our credit rating, the interest cost and applicable margin on borrowings under the credit facility could be affected by a downgrade in our Public Debt Rating. “Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by Kroger. As of March 26, 2026, we had no commercial paper borrowings outstanding.​Our credit facility requires the maintenance of a Leverage Ratio (our “financial covenant”). A failure to maintain our financial covenant would impair our ability to borrow under the credit facility. This financial covenant is described below:​●Our Leverage Ratio (the ratio of Net Debt to Adjusted EBITDA, as defined in the credit facility) was 1.54 to 1 as of January 31, 2026. If this ratio were to exceed 3.50 to 1, we would be in default of our revolving credit facility and our ability to borrow under the facility would be impaired.​Our credit facility is more fully described in Note 5 to the Consolidated Financial Statements. We were in compliance with our financial covenant at January 31, 2026.​As of January 31, 2026, we maintained a $2.75 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 January 31, 2026, 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 $3 million as of January 31, 2026.​We maintain surety bonds related primarily to our self-insured workers’ compensation claims. These bonds are required by most states in which we are self-insured for workers’ compensation and are placed with predominately third-party insurance providers to insure payment of our obligations in the event we are unable to meet our claim payment obligations up to our self-insured retention levels. These bonds do not represent liabilities of ours, as we already have reserves on our books for the claims costs. Market changes may make the surety bonds more costly and, in some instances, availability of these bonds may become more limited, which could affect our costs of, or access to, such bonds. Although we do not believe increased costs or decreased availability would significantly affect our ability to access these surety bonds, if this does become an issue, we would issue letters of credit, in states where allowed, to meet the state bonding requirements. This could increase our cost or decrease the funds available under our credit facility if the letters of credit were issued against our credit facility. We had $617 million of outstanding surety bonds as of January 31, 2026. These surety bonds expire during fiscal year 2026 and are expected to be renewed.​ Factors Affecting Liquidity ​ We can currently borrow on a daily basis approximately $2.75 billion under our commercial paper program. At January 31, 2026, we had no outstanding commercial paper. Commercial paper borrowings are backed by our credit facility and reduce the amount we can borrow under the credit facility. If our short-term credit ratings fall, the ability to borrow under our current commercial paper program could be adversely affected for a period of time and increase our interest cost on daily borrowings under our commercial paper program. This could require us to borrow additional funds under the credit facility, under which we believe we have sufficient capacity. However, in the event of a ratings decline, we do not anticipate that our borrowing capacity under our commercial paper program would be any lower than $500 million on a daily basis. Factors that could affect our credit rating include changes in our operating performance and financial position, the state of the economy, conditions in the food retail industry and changes in our business model. Further information on the risks and uncertainties that can affect our business can be found in the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. Although our ability to borrow under the credit facility is not affected by our credit rating, the interest cost and applicable margin on borrowings under the credit facility could be affected by a downgrade in our Public Debt Rating. “Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by Kroger. As of March 26, 2026, we had no commercial paper borrowings outstanding. ​ Our credit facility requires the maintenance of a Leverage Ratio (our “financial covenant”). A failure to maintain our financial covenant would impair our ability to borrow under the credit facility. This financial covenant is described below: ​ ​ Our credit facility is more fully described in Note 5 to the Consolidated Financial Statements. We were in compliance with our financial covenant at January 31, 2026. ​ As of January 31, 2026, we maintained a $2.75 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 January 31, 2026, 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 $3 million as of January 31, 2026. ​ We maintain surety bonds related primarily to our self-insured workers’ compensation claims. These bonds are required by most states in which we are self-insured for workers’ compensation and are placed with predominately third-party insurance providers to insure payment of our obligations in the event we are unable to meet our claim payment obligations up to our self-insured retention levels. These bonds do not represent liabilities of ours, as we already have reserves on our books for the claims costs. Market changes may make the surety bonds more costly and, in some instances, availability of these bonds may become more limited, which could affect our costs of, or access to, such bonds. Although we do not believe increased costs or decreased availability would significantly affect our ability to access these surety bonds, if this does become an issue, we would issue letters of credit, in states where allowed, to meet the state bonding requirements. This could increase our cost or decrease the funds available under our credit facility if the letters of credit were issued against our credit facility. We had $617 million of outstanding surety bonds as of January 31, 2026. These surety bonds expire during fiscal year 2026 and are expected to be renewed. ​ 45 45 45 We have standby letters of credit outstanding as part of our insurance program and for other business purposes. We had $29 million of outstanding standby letters of credit as of January 31, 2026. These standby letters of credit expire during fiscal year 2026 or early fiscal year 2027 and most are expected to be renewed. The letters of credit for our insurance program collateralize obligations to our insurance carriers in connection with the settlement of potential claims. Letters of credit do not represent liabilities of ours and are not reflected in our Consolidated Balance Sheets.​We also are contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. We could be required to satisfy obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of our assignments among third parties, and various other remedies available to us, we believe the likelihood that we will be required to assume a material amount of these obligations is remote. We have agreed to indemnify certain third-party logistics operators for certain expenses, including multi-employer pension plan obligations and withdrawal liabilities.​In addition to the above, we enter into various indemnification agreements and take on indemnification obligations in the ordinary course of business. Such arrangements include indemnities against third-party claims arising out of agreements to provide services to us; indemnities related to the sale of our securities; indemnities of directors, officers and employees in connection with the performance of their work; and indemnities of individuals serving as fiduciaries on benefit plans. While our aggregate indemnification obligation could result in a material liability, we are not aware of any current matter that could result in a material liability.​ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.​FINANCIAL RISK MANAGEMENT​In addition to the risks inherent in our operations, we are exposed to market risk from a variety of sources, including changes in interest rates, commodity prices, the fair value of certain equity investments and defined benefit pension and other post-retirement benefit plans. Our market risk exposures are discussed below.​Interest Rate Risk​We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of our commercial paper program, variable and fixed rate debt, and interest rate swaps. Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of our debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status. ​Annually, we review with the Finance Committee of our Board of Directors compliance with the guidelines described above. The guidelines may change as our business needs dictate. ​When we use derivative financial instruments, it is primarily to manage our exposure to fluctuations in interest rates. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets. ​As of January 31, 2026 and February 1, 2025, we had no forward-starting interest rate swap agreements outstanding. ​46 We have standby letters of credit outstanding as part of our insurance program and for other business purposes. We had $29 million of outstanding standby letters of credit as of January 31, 2026. These standby letters of credit expire during fiscal year 2026 or early fiscal year 2027 and most are expected to be renewed. The letters of credit for our insurance program collateralize obligations to our insurance carriers in connection with the settlement of potential claims. Letters of credit do not represent liabilities of ours and are not reflected in our Consolidated Balance Sheets.​We also are contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. We could be required to satisfy obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of our assignments among third parties, and various other remedies available to us, we believe the likelihood that we will be required to assume a material amount of these obligations is remote. We have agreed to indemnify certain third-party logistics operators for certain expenses, including multi-employer pension plan obligations and withdrawal liabilities.​In addition to the above, we enter into various indemnification agreements and take on indemnification obligations in the ordinary course of business. Such arrangements include indemnities against third-party claims arising out of agreements to provide services to us; indemnities related to the sale of our securities; indemnities of directors, officers and employees in connection with the performance of their work; and indemnities of individuals serving as fiduciaries on benefit plans. While our aggregate indemnification obligation could result in a material liability, we are not aware of any current matter that could result in a material liability.​ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.​FINANCIAL RISK MANAGEMENT​In addition to the risks inherent in our operations, we are exposed to market risk from a variety of sources, including changes in interest rates, commodity prices, the fair value of certain equity investments and defined benefit pension and other post-retirement benefit plans. Our market risk exposures are discussed below.​Interest Rate Risk​We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of our commercial paper program, variable and fixed rate debt, and interest rate swaps. Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of our debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status. ​Annually, we review with the Finance Committee of our Board of Directors compliance with the guidelines described above. The guidelines may change as our business needs dictate. ​When we use derivative financial instruments, it is primarily to manage our exposure to fluctuations in interest rates. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets. ​As of January 31, 2026 and February 1, 2025, we had no forward-starting interest rate swap agreements outstanding. ​ We have standby letters of credit outstanding as part of our insurance program and for other business purposes. We had $29 million of outstanding standby letters of credit as of January 31, 2026. These standby letters of credit expire during fiscal year 2026 or early fiscal year 2027 and most are expected to be renewed. The letters of credit for our insurance program collateralize obligations to our insurance carriers in connection with the settlement of potential claims. Letters of credit do not represent liabilities of ours and are not reflected in our Consolidated Balance Sheets. ​ We also are contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. We could be required to satisfy obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of our assignments among third parties, and various other remedies available to us, we believe the likelihood that we will be required to assume a material amount of these obligations is remote. We have agreed to indemnify certain third-party logistics operators for certain expenses, including multi-employer pension plan obligations and withdrawal liabilities. ​ In addition to the above, we enter into various indemnification agreements and take on indemnification obligations in the ordinary course of business. Such arrangements include indemnities against third-party claims arising out of agreements to provide services to us; indemnities related to the sale of our securities; indemnities of directors, officers and employees in connection with the performance of their work; and indemnities of individuals serving as fiduciaries on benefit plans. While our aggregate indemnification obligation could result in a material liability, we are not aware of any current matter that could result in a material liability. ​ ITEM 7A.", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt(3) ​ $ 104 ​ $ 1,300 ​ $ 606 ​ $ 675 ​ $ 583 ​ $ 12,641 ​ $ 15,909 ​ Interest on long-term debt(4) ​ ​ 739 ​ ​ 712 ​ ​ 687 ​ ​ 674 ​ ​ 624 ​ ​ 9,992 ​ ​ 13,428 ​ Finance lease obligations ​ ​ 261 ​ ​ 262 ​ ​ 265 ​ ​ 259 ​ ​ 255 ​ ​ 1,280 ​ ​ 2,582 ​ Operating lease obligations ​ ​ 974 ​ ​ 921 ​ ​ 866 ​ ​ 799 ​ ​ 734 ​ ​ 5,832 ​ ​ 10,126 ​ Self-insurance liability(5) ​ ​ 345 ​ ​ 158 ​ ​ 110 ​ ​ 73 ​ ​ 42 ​ ​ 115 ​ ​ 843 ​ Construction commitments(6) ​ ​ 1,031 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,031 ​ Opioid settlement payments(7) ​ ​ 283 ​ ​ 140 ​ ​ 136 ​ ​ 140 ​ ​ 134 ​ ​ 615 ​ ​ 1,448 ​ Purchase obligations(8) ​ ​ 700 ​ ​ 398 ​ ​ 216 ​ ​ 122 ​ ​ 114 ​ ​ 692 ​ ​ 2,242 ​ Total ​ $ 4,437 ​ $ 3,891 ​ $ 2,886 ​ $ 2,742 ​ $ 2,486 ​ $ 31,167 ​ $ 47,609 ​ ​ We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of February 1, 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 2024, see Note 5 to the Consolidated Financial Statements. ​ 46 46 46 Factors Affecting Liquidity​We can currently borrow on a daily basis approximately $2.75 billion under our commercial paper program. At February 1, 2025, we had no outstanding commercial paper. Commercial paper borrowings are backed by our credit facility and reduce the amount we can borrow under the credit facility. If our short-term credit ratings fall, the ability to borrow under our current commercial paper program could be adversely affected for a period of time and increase our interest cost on daily borrowings under our commercial paper program. This could require us to borrow additional funds under the credit facility, under which we believe we have sufficient capacity. However, in the event of a ratings decline, we do not anticipate that our borrowing capacity under our commercial paper program would be any lower than $500 million on a daily basis. Factors that could affect our credit rating include changes in our operating performance and financial position, the state of the economy, conditions in the food retail industry and changes in our business model. Further information on the risks and uncertainties that can affect our business can be found in the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. Although our ability to borrow under the credit facility is not affected by our credit rating, the interest cost and applicable margin on borrowings under the credit facility could be affected by a downgrade in our Public Debt Rating. “Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by Kroger. As of March 27, 2025, we had no commercial paper borrowings outstanding.​Our credit facility requires the maintenance of a Leverage Ratio (our “financial covenant”). A failure to maintain our financial covenant would impair our ability to borrow under the credit facility. This financial covenant is described below:​●Our Leverage Ratio (the ratio of Net Debt to Adjusted EBITDA, as defined in the credit facility) was 1.54 to 1 as of February 1, 2025. If this ratio were to exceed 3.50 to 1, we would be in default of our revolving credit facility and our ability to borrow under the facility would be impaired.​Our credit facility is more fully described in Note 5 to the Consolidated Financial Statements. We were in compliance with our financial covenant at February 1, 2025.​As of February 1, 2025, we maintained a $2.75 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 February 1, 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 February 1, 2025.​In addition to the available credit mentioned above, as of February 1, 2025, we had authorized for issuance $2.0 billion of securities remaining under a shelf registration statement filed with the SEC and effective on May 20, 2022.​We maintain surety bonds related primarily to our self-insured workers’ compensation claims. These bonds are required by most states in which we are self-insured for workers’ compensation and are placed with predominately third-party insurance providers to insure payment of our obligations in the event we are unable to meet our claim payment obligations up to our self-insured retention levels. These bonds do not represent liabilities of ours, as we already have reserves on our books for the claims costs. Market changes may make the surety bonds more costly and, in some instances, availability of these bonds may become more limited, which could affect our costs of, or access to, such bonds. Although we do not believe increased costs or decreased availability would significantly affect our ability to access these surety bonds, if this does become an issue, we would issue letters of credit, in states where allowed, to meet the state bonding requirements. This could increase our cost or decrease the funds available under our credit facility if the letters of credit were issued against our credit facility. We had $478 million of outstanding surety bonds as of February 1, 2025. These surety bonds expire during fiscal year 2025 and are expected to be renewed.​47 Factors Affecting Liquidity​We can currently borrow on a daily basis approximately $2.75 billion under our commercial paper program. At February 1, 2025, we had no outstanding commercial paper. Commercial paper borrowings are backed by our credit facility and reduce the amount we can borrow under the credit facility. If our short-term credit ratings fall, the ability to borrow under our current commercial paper program could be adversely affected for a period of time and increase our interest cost on daily borrowings under our commercial paper program. This could require us to borrow additional funds under the credit facility, under which we believe we have sufficient capacity. However, in the event of a ratings decline, we do not anticipate that our borrowing capacity under our commercial paper program would be any lower than $500 million on a daily basis. Factors that could affect our credit rating include changes in our operating performance and financial position, the state of the economy, conditions in the food retail industry and changes in our business model. Further information on the risks and uncertainties that can affect our business can be found in the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. Although our ability to borrow under the credit facility is not affected by our credit rating, the interest cost and applicable margin on borrowings under the credit facility could be affected by a downgrade in our Public Debt Rating. “Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by Kroger. As of March 27, 2025, we had no commercial paper borrowings outstanding.​Our credit facility requires the maintenance of a Leverage Ratio (our “financial covenant”). A failure to maintain our financial covenant would impair our ability to borrow under the credit facility. This financial covenant is described below:​●Our Leverage Ratio (the ratio of Net Debt to Adjusted EBITDA, as defined in the credit facility) was 1.54 to 1 as of February 1, 2025. If this ratio were to exceed 3.50 to 1, we would be in default of our revolving credit facility and our ability to borrow under the facility would be impaired.​Our credit facility is more fully described in Note 5 to the Consolidated Financial Statements. We were in compliance with our financial covenant at February 1, 2025.​As of February 1, 2025, we maintained a $2.75 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 February 1, 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 February 1, 2025.​In addition to the available credit mentioned above, as of February 1, 2025, we had authorized for issuance $2.0 billion of securities remaining under a shelf registration statement filed with the SEC and effective on May 20, 2022.​We maintain surety bonds related primarily to our self-insured workers’ compensation claims. These bonds are required by most states in which we are self-insured for workers’ compensation and are placed with predominately third-party insurance providers to insure payment of our obligations in the event we are unable to meet our claim payment obligations up to our self-insured retention levels. These bonds do not represent liabilities of ours, as we already have reserves on our books for the claims costs. Market changes may make the surety bonds more costly and, in some instances, availability of these bonds may become more limited, which could affect our costs of, or access to, such bonds. Although we do not believe increased costs or decreased availability would significantly affect our ability to access these surety bonds, if this does become an issue, we would issue letters of credit, in states where allowed, to meet the state bonding requirements. This could increase our cost or decrease the funds available under our credit facility if the letters of credit were issued against our credit facility. We had $478 million of outstanding surety bonds as of February 1, 2025. These surety bonds expire during fiscal year 2025 and are expected to be renewed.​ Factors Affecting Liquidity​We can currently borrow on a daily basis approximately $2.75 billion under our commercial paper program. At February 1, 2025, we had no outstanding commercial paper. Commercial paper borrowings are backed by our credit facility and reduce the amount we can borrow under the credit facility. If our short-term credit ratings fall, the ability to borrow under our current commercial paper program could be adversely affected for a period of time and increase our interest cost on daily borrowings under our commercial paper program. This could require us to borrow additional funds under the credit facility, under which we believe we have sufficient capacity. However, in the event of a ratings decline, we do not anticipate that our borrowing capacity under our commercial paper program would be any lower than $500 million on a daily basis. Factors that could affect our credit rating include changes in our operating performance and financial position, the state of the economy, conditions in the food retail industry and changes in our business model. Further information on the risks and uncertainties that can affect our business can be found in the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. Although our ability to borrow under the credit facility is not affected by our credit rating, the interest cost and applicable margin on borrowings under the credit facility could be affected by a downgrade in our Public Debt Rating. “Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by Kroger. As of March 27, 2025, we had no commercial paper borrowings outstanding.​Our credit facility requires the maintenance of a Leverage Ratio (our “financial covenant”). A failure to maintain our financial covenant would impair our ability to borrow under the credit facility. This financial covenant is described below:​●Our Leverage Ratio (the ratio of Net Debt to Adjusted EBITDA, as defined in the credit facility) was 1.54 to 1 as of February 1, 2025. If this ratio were to exceed 3.50 to 1, we would be in default of our revolving credit facility and our ability to borrow under the facility would be impaired.​Our credit facility is more fully described in Note 5 to the Consolidated Financial Statements. We were in compliance with our financial covenant at February 1, 2025.​As of February 1, 2025, we maintained a $2.75 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 February 1, 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 February 1, 2025.​In addition to the available credit mentioned above, as of February 1, 2025, we had authorized for issuance $2.0 billion of securities remaining under a shelf registration statement filed with the SEC and effective on May 20, 2022.​We maintain surety bonds related primarily to our self-insured workers’ compensation claims. These bonds are required by most states in which we are self-insured for workers’ compensation and are placed with predominately third-party insurance providers to insure payment of our obligations in the event we are unable to meet our claim payment obligations up to our self-insured retention levels. These bonds do not represent liabilities of ours, as we already have reserves on our books for the claims costs. Market changes may make the surety bonds more costly and, in some instances, availability of these bonds may become more limited, which could affect our costs of, or access to, such bonds. Although we do not believe increased costs or decreased availability would significantly affect our ability to access these surety bonds, if this does become an issue, we would issue letters of credit, in states where allowed, to meet the state bonding requirements. This could increase our cost or decrease the funds available under our credit facility if the letters of credit were issued against our credit facility. We had $478 million of outstanding surety bonds as of February 1, 2025. These surety bonds expire during fiscal year 2025 and are expected to be renewed.​ Factors Affecting Liquidity ​ We can currently borrow on a daily basis approximately $2.75 billion under our commercial paper program. At February 1, 2025, we had no outstanding commercial paper. Commercial paper borrowings are backed by our credit facility and reduce the amount we can borrow under the credit facility. If our short-term credit ratings fall, the ability to borrow under our current commercial paper program could be adversely affected for a period of time and increase our interest cost on daily borrowings under our commercial paper program. This could require us to borrow additional funds under the credit facility, under which we believe we have sufficient capacity. However, in the event of a ratings decline, we do not anticipate that our borrowing capacity under our commercial paper program would be any lower than $500 million on a daily basis. Factors that could affect our credit rating include changes in our operating performance and financial position, the state of the economy, conditions in the food retail industry and changes in our business model. Further information on the risks and uncertainties that can affect our business can be found in the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. Although our ability to borrow under the credit facility is not affected by our credit rating, the interest cost and applicable margin on borrowings under the credit facility could be affected by a downgrade in our Public Debt Rating. “Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by Kroger. As of March 27, 2025, we had no commercial paper borrowings outstanding. ​ Our credit facility requires the maintenance of a Leverage Ratio (our “financial covenant”). A failure to maintain our financial covenant would impair our ability to borrow under the credit facility. This financial covenant is described below: ​ ​ Our credit facility is more fully described in Note 5 to the Consolidated Financial Statements. We were in compliance with our financial covenant at February 1, 2025. ​ As of February 1, 2025, we maintained a $2.75 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 February 1, 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 February 1, 2025. ​ In addition to the available credit mentioned above, as of February 1, 2025, we had authorized for issuance $2.0 billion of securities remaining under a shelf registration statement filed with the SEC and effective on May 20, 2022. ​ We maintain surety bonds related primarily to our self-insured workers’ compensation claims. These bonds are required by most states in which we are self-insured for workers’ compensation and are placed with predominately third-party insurance providers to insure payment of our obligations in the event we are unable to meet our claim payment obligations up to our self-insured retention levels. These bonds do not represent liabilities of ours, as we already have reserves on our books for the claims costs. Market changes may make the surety bonds more costly and, in some instances, availability of these bonds may become more limited, which could affect our costs of, or access to, such bonds. Although we do not believe increased costs or decreased availability would significantly affect our ability to access these surety bonds, if this does become an issue, we would issue letters of credit, in states where allowed, to meet the state bonding requirements. This could increase our cost or decrease the funds available under our credit facility if the letters of credit were issued against our credit facility. We had $478 million of outstanding surety bonds as of February 1, 2025. These surety bonds expire during fiscal year 2025 and are expected to be renewed. ​ 47 47 47 We have standby letters of credit outstanding as part of our insurance program and for other business purposes. We had $261 million of outstanding standby letters of credit as of February 1, 2025. These standby letters of credit expire during fiscal year 2025 or early fiscal year 2026 and most are expected to be renewed. The letters of credit for our insurance program collateralize obligations to our insurance carriers in connection with the settlement of potential claims. We have also provided a letter of credit which supports our commitment to build a certain number of fulfillment centers. The balance of this letter of credit reduces primarily upon the construction of each fulfillment center. If we do not reach our total purchase commitment, we will be responsible for the balance remaining on the letter of credit.. Letters of credit do not represent liabilities of ours and are not reflected in our Consolidated Balance Sheets.​We also are contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. We could be required to satisfy obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of our assignments among third parties, and various other remedies available to us, we believe the likelihood that we will be required to assume a material amount of these obligations is remote. We have agreed to indemnify certain third-party logistics operators for certain expenses, including multi-employer pension plan obligations and withdrawal liabilities.​In addition to the above, we enter into various indemnification agreements and take on indemnification obligations in the ordinary course of business. Such arrangements include indemnities against third-party claims arising out of agreements to provide services to us; indemnities related to the sale of our securities; indemnities of directors, officers and employees in connection with the performance of their work; and indemnities of individuals serving as fiduciaries on benefit plans. While our aggregate indemnification obligation could result in a material liability, we are not aware of any current matter that could result in a material liability.​48 We have standby letters of credit outstanding as part of our insurance program and for other business purposes. We had $261 million of outstanding standby letters of credit as of February 1, 2025. These standby letters of credit expire during fiscal year 2025 or early fiscal year 2026 and most are expected to be renewed. The letters of credit for our insurance program collateralize obligations to our insurance carriers in connection with the settlement of potential claims. We have also provided a letter of credit which supports our commitment to build a certain number of fulfillment centers. The balance of this letter of credit reduces primarily upon the construction of each fulfillment center. If we do not reach our total purchase commitment, we will be responsible for the balance remaining on the letter of credit.. Letters of credit do not represent liabilities of ours and are not reflected in our Consolidated Balance Sheets.​We also are contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. We could be required to satisfy obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of our assignments among third parties, and various other remedies available to us, we believe the likelihood that we will be required to assume a material amount of these obligations is remote. We have agreed to indemnify certain third-party logistics operators for certain expenses, including multi-employer pension plan obligations and withdrawal liabilities.​In addition to the above, we enter into various indemnification agreements and take on indemnification obligations in the ordinary course of business. Such arrangements include indemnities against third-party claims arising out of agreements to provide services to us; indemnities related to the sale of our securities; indemnities of directors, officers and employees in connection with the performance of their work; and indemnities of individuals serving as fiduciaries on benefit plans. While our aggregate indemnification obligation could result in a material liability, we are not aware of any current matter that could result in a material liability.​ We have standby letters of credit outstanding as part of our insurance program and for other business purposes. We had $261 million of outstanding standby letters of credit as of February 1, 2025. These standby letters of credit expire during fiscal year 2025 or early fiscal year 2026 and most are expected to be renewed. The letters of credit for our insurance program collateralize obligations to our insurance carriers in connection with the settlement of potential claims. We have also provided a letter of credit which supports our commitment to build a certain number of fulfillment centers. The balance of this letter of credit reduces primarily upon the construction of each fulfillment center. If we do not reach our total purchase commitment, we will be responsible for the balance remaining on the letter of credit.. Letters of credit do not represent liabilities of ours and are not reflected in our Consolidated Balance Sheets.​We also are contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. We could be required to satisfy obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of our assignments among third parties, and various other remedies available to us, we believe the likelihood that we will be required to assume a material amount of these obligations is remote. We have agreed to indemnify certain third-party logistics operators for certain expenses, including multi-employer pension plan obligations and withdrawal liabilities.​In addition to the above, we enter into various indemnification agreements and take on indemnification obligations in the ordinary course of business. Such arrangements include indemnities against third-party claims arising out of agreements to provide services to us; indemnities related to the sale of our securities; indemnities of directors, officers and employees in connection with the performance of their work; and indemnities of individuals serving as fiduciaries on benefit plans. While our aggregate indemnification obligation could result in a material liability, we are not aware of any current matter that could result in a material liability.​ We have standby letters of credit outstanding as part of our insurance program and for other business purposes. We had $261 million of outstanding standby letters of credit as of February 1, 2025. These standby letters of credit expire during fiscal year 2025 or early fiscal year 2026 and most are expected to be renewed. The letters of credit for our insurance program collateralize obligations to our insurance carriers in connection with the settlement of potential claims. We have also provided a letter of credit which supports our commitment to build a certain number of fulfillment centers. The balance of this letter of credit reduces primarily upon the construction of each fulfillment center. If we do not reach our total purchase commitment, we will be responsible for the balance remaining on the letter of credit.. Letters of credit do not represent liabilities of ours and are not reflected in our Consolidated Balance Sheets. ​ We also are contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. We could be required to satisfy obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of our assignments among third parties, and various other remedies available to us, we believe the likelihood that we will be required to assume a material amount of these obligations is remote. We have agreed to indemnify certain third-party logistics operators for certain expenses, including multi-employer pension plan obligations and withdrawal liabilities. ​ In addition to the above, we enter into various indemnification agreements and take on indemnification obligations in the ordinary course of business. Such arrangements include indemnities against third-party claims arising out of agreements to provide services to us; indemnities related to the sale of our securities; indemnities of directors, officers and employees in connection with the performance of their work; and indemnities of individuals serving as fiduciaries on benefit plans. While our aggregate indemnification obligation could result in a material liability, we are not aware of any current matter that could result in a material liability. ​ 48 48 48 ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.​FINANCIAL RISK MANAGEMENT​In addition to the risks inherent in our operations, we are exposed to market risk from a variety of sources, including changes in interest rates, commodity prices, the fair value of certain equity investments and defined benefit pension and other post-retirement benefit plans. Our market risk exposures are discussed below.​Interest Rate Risk​We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of our commercial paper program, variable and fixed rate debt, and interest rate swaps. Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of our debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status. ​When we use derivative financial instruments, it is primarily to manage our exposure to fluctuations in interest rates. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets. ​As of February 1, 2025, we had no forward-starting interest rate swap agreements outstanding. ​As of February 3, 2024, we maintained five forward-starting interest rate swap agreements with a maturity date of August 1, 2027 with an aggregate notional amount totaling $5.4 billion. A forward-starting interest rate swap is an agreement that effectively hedges the variability in future benchmark interest payments attributable to changes in interest rates on the forecasted issuance of fixed-rate debt. We entered into these forward-starting interest rate swaps in order to hedge the variability in future benchmark interest payments attributable to changing interest rate on the forecasted issuance of fixed-rate debt that was issued in 2024. The fixed interest rates for these forward-starting interest rate swaps range from 3.00% to 3.78%. The variable rate component on the forward-starting interest rate swaps is the Secured Overnight Financing Rate (“SOFR”). ​A notional amount of $2.4 billion of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP. Accordingly, the changes in fair value of these forward-starting interest rate swaps are recorded to other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. As of February 3, 2024, the fair value of the interest rate swaps designated as cash flow hedges was recorded in “Other assets” for $125 million and accumulated other comprehensive income for $95 million, net of tax.​The remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps was not designated as a cash-flow hedge. Accordingly, the changes in the fair value of these forward-starting interest rate swaps not designated as cash-flow hedges are recognized through net earnings. As of February 3, 2024, the fair value of these swaps was recorded in “Other Assets” for $35 million and “Other long-term liabilities” for $3 million. In 2023, we recognized an unrealized gain of $174 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations.​In 2024, we terminated these five forward-starting interest rate swaps with a maturity date of August 1, 2027 and an aggregate notional amount totaling $5.4 billion. For the notional amount of $2.4 billion of these forward-starting interest rate swaps that was designated as a cash-flow hedge, the unamortized gain of $48 million, $36 million net of tax, has been deferred in accumulated other comprehensive income and will be amortized to earnings as the interest payments are made. For the remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps not designated as a cash-flow hedge, we recognized a realized loss of $55 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations.49 ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.​FINANCIAL RISK MANAGEMENT​In addition to the risks inherent in our operations, we are exposed to market risk from a variety of sources, including changes in interest rates, commodity prices, the fair value of certain equity investments and defined benefit pension and other post-retirement benefit plans. Our market risk exposures are discussed below.​Interest Rate Risk​We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of our commercial paper program, variable and fixed rate debt, and interest rate swaps. Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of our debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status. ​When we use derivative financial instruments, it is primarily to manage our exposure to fluctuations in interest rates. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets. ​As of February 1, 2025, we had no forward-starting interest rate swap agreements outstanding. ​As of February 3, 2024, we maintained five forward-starting interest rate swap agreements with a maturity date of August 1, 2027 with an aggregate notional amount totaling $5.4 billion. A forward-starting interest rate swap is an agreement that effectively hedges the variability in future benchmark interest payments attributable to changes in interest rates on the forecasted issuance of fixed-rate debt. We entered into these forward-starting interest rate swaps in order to hedge the variability in future benchmark interest payments attributable to changing interest rate on the forecasted issuance of fixed-rate debt that was issued in 2024. The fixed interest rates for these forward-starting interest rate swaps range from 3.00% to 3.78%. The variable rate component on the forward-starting interest rate swaps is the Secured Overnight Financing Rate (“SOFR”). ​A notional amount of $2.4 billion of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP. Accordingly, the changes in fair value of these forward-starting interest rate swaps are recorded to other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. As of February 3, 2024, the fair value of the interest rate swaps designated as cash flow hedges was recorded in “Other assets” for $125 million and accumulated other comprehensive income for $95 million, net of tax.​The remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps was not designated as a cash-flow hedge. Accordingly, the changes in the fair value of these forward-starting interest rate swaps not designated as cash-flow hedges are recognized through net earnings. As of February 3, 2024, the fair value of these swaps was recorded in “Other Assets” for $35 million and “Other long-term liabilities” for $3 million. In 2023, we recognized an unrealized gain of $174 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations.​In 2024, we terminated these five forward-starting interest rate swaps with a maturity date of August 1, 2027 and an aggregate notional amount totaling $5.4 billion. For the notional amount of $2.4 billion of these forward-starting interest rate swaps that was designated as a cash-flow hedge, the unamortized gain of $48 million, $36 million net of tax, has been deferred in accumulated other comprehensive income and will be amortized to earnings as the interest payments are made. For the remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps not designated as a cash-flow hedge, we recognized a realized loss of $55 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.​FINANCIAL RISK MANAGEMENT​In addition to the risks inherent in our operations, we are exposed to market risk from a variety of sources, including changes in interest rates, commodity prices, the fair value of certain equity investments and defined benefit pension and other post-retirement benefit plans. Our market risk exposures are discussed below.​Interest Rate Risk​We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of our commercial paper program, variable and fixed rate debt, and interest rate swaps. Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of our debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status. ​When we use derivative financial instruments, it is primarily to manage our exposure to fluctuations in interest rates. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets. ​As of February 1, 2025, we had no forward-starting interest rate swap agreements outstanding. ​As of February 3, 2024, we maintained five forward-starting interest rate swap agreements with a maturity date of August 1, 2027 with an aggregate notional amount totaling $5.4 billion. A forward-starting interest rate swap is an agreement that effectively hedges the variability in future benchmark interest payments attributable to changes in interest rates on the forecasted issuance of fixed-rate debt. We entered into these forward-starting interest rate swaps in order to hedge the variability in future benchmark interest payments attributable to changing interest rate on the forecasted issuance of fixed-rate debt that was issued in 2024. The fixed interest rates for these forward-starting interest rate swaps range from 3.00% to 3.78%. The variable rate component on the forward-starting interest rate swaps is the Secured Overnight Financing Rate (“SOFR”). ​A notional amount of $2.4 billion of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP. Accordingly, the changes in fair value of these forward-starting interest rate swaps are recorded to other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings. As of February 3, 2024, the fair value of the interest rate swaps designated as cash flow hedges was recorded in “Other assets” for $125 million and accumulated other comprehensive income for $95 million, net of tax.​The remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps was not designated as a cash-flow hedge. Accordingly, the changes in the fair value of these forward-starting interest rate swaps not designated as cash-flow hedges are recognized through net earnings. As of February 3, 2024, the fair value of these swaps was recorded in “Other Assets” for $35 million and “Other long-term liabilities” for $3 million. In 2023, we recognized an unrealized gain of $174 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations.​In 2024, we terminated these five forward-starting interest rate swaps with a maturity date of August 1, 2027 and an aggregate notional amount totaling $5.4 billion. For the notional amount of $2.4 billion of these forward-starting interest rate swaps that was designated as a cash-flow hedge, the unamortized gain of $48 million, $36 million net of tax, has been deferred in accumulated other comprehensive income and will be amortized to earnings as the interest payments are made. For the remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps not designated as a cash-flow hedge, we recognized a realized loss of $55 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations. ITEM 7A." }, { "status": "MODIFIED", "current_title": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "prior_title": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "similarity_score": 0.88, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Years Ended January 31, 2026, February 1, 2025 and February 3, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 ​\"" ], "current_body": "​ Years Ended January 31, 2026, February 1, 2025 and February 3, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 ​", "prior_body": "​ Years Ended February 1, 2025, February 3, 2024 and January 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 2022" }, { "status": "MODIFIED", "current_title": "Company Name/Index", "prior_title": "Company Name/Index", "similarity_score": 0.874, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 The Kroger Co.\"", "Reworded sentence: \"* Total assumes $100 invested on January 30, 2021, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.\"", "Reworded sentence: \"The authority remaining under the December 2025 Repurchase Program, the December 2024 Repurchase Program, and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time.\"", "Reworded sentence: \"The authority remaining under the December 2025 Repurchase Program, the December 2024 Repurchase Program, and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time.\"" ], "current_body": "​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 The Kroger Co. 100 128.57 135.86 142.48 194.80 202.66 ​ S&P 500 Index 100 121.00 112.98 139.92 172.78 201.03 ​ Peer Group 100 118.08 114.43 133.33 193.49 217.65 ​ ​ Kroger’s fiscal year ends on the Saturday closest to January 31. ​ Data supplied by Standard & Poor’s. ​ The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto. * Total assumes $100 invested on January 30, 2021, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends. ​ ** The Peer Group consists of Albertsons Companies, Inc., Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corporation, Walgreens Boots Alliance Inc. (included through August 29, 2025 when it was taken private) and Walmart Inc. ​ 22 22 22 The following table presents information on our purchases of our common shares during the fourth quarter of 2025:​ISSUER PURCHASES OF EQUITY SECURITIES​​​​​​​​​​​​​ ​ ​ ​​​​​​​​​Approximate Dollar ​​​​​​​​​Value of Shares ​​​​​​​Total Number of​that May Yet Be ​​​​​​​Shares Purchased​Purchased Under ​​Total Number​Average​as Part of Publicly​the Plans or ​​of Shares​Price Paid Per​Announced Plans​Programs(4)(5) Period(1) ​ ​ ​Purchased(2)​Share(2) ​ ​ ​or Programs(3)​(in millions) First period - four weeks​​​​​​​​​​​November 9, 2025 to December 6, 2025 8,167,017​$ 66.66 8,166,077​$ 1,245​Second period - four weeks​​​​​​​​​​​December 7, 2025 to January 3, 2026 8,958,313​$ 63.35 8,952,475​$ 2,685​Third period - four weeks​​​​​​​​​​​January 4, 2026 to January 31, 2026 10,599,646​$ 62.66 10,599,646​$ 2,028​Total 27,724,976​$ 64.06 27,718,198​$ 2,028​(1)The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The fourth quarter of 2025 contained three 28-day periods. (2)Includes (i) shares repurchased under the December 2024 Repurchase Program described below in (4), (ii) shares repurchased under a program announced on December 6, 1999 to repurchase 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”), and (iii) 6,778 shares that were surrendered to Kroger by participants under our long-term incentive plans to pay for taxes on restricted stock awards. Excise tax on share repurchases in excess of issuances is reflected in the average price paid per share. (3)Represents shares repurchased under the December 2024 Repurchase Program and the 1999 Repurchase Program.(4)On December 23, 2025, we announced that our Board of Directors approved a $2.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, including accelerated stock repurchase (“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 2025 Repurchase Program”). The December 2025 Repurchase Program authorization is incremental to the existing December 2024 Repurchase Program. On December 11, 2024, we announced that our Board of Directors approved a $7.5 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, including ASR transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “December 2024 Repurchase Program”). The amounts shown in this column reflect the amount remaining under the December 2024 Repurchase Program and the December 2025 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December 2025 Repurchase Program, the December 2024 Repurchase Program, and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time. (5)Excludes excise tax on share repurchases in excess of issuances. ​ITEM 6.RESERVED.​Not applicable. ​​23 The following table presents information on our purchases of our common shares during the fourth quarter of 2025:​ISSUER PURCHASES OF EQUITY SECURITIES​​​​​​​​​​​​​ ​ ​ ​​​​​​​​​Approximate Dollar ​​​​​​​​​Value of Shares ​​​​​​​Total Number of​that May Yet Be ​​​​​​​Shares Purchased​Purchased Under ​​Total Number​Average​as Part of Publicly​the Plans or ​​of Shares​Price Paid Per​Announced Plans​Programs(4)(5) Period(1) ​ ​ ​Purchased(2)​Share(2) ​ ​ ​or Programs(3)​(in millions) First period - four weeks​​​​​​​​​​​November 9, 2025 to December 6, 2025 8,167,017​$ 66.66 8,166,077​$ 1,245​Second period - four weeks​​​​​​​​​​​December 7, 2025 to January 3, 2026 8,958,313​$ 63.35 8,952,475​$ 2,685​Third period - four weeks​​​​​​​​​​​January 4, 2026 to January 31, 2026 10,599,646​$ 62.66 10,599,646​$ 2,028​Total 27,724,976​$ 64.06 27,718,198​$ 2,028​(1)The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The fourth quarter of 2025 contained three 28-day periods. (2)Includes (i) shares repurchased under the December 2024 Repurchase Program described below in (4), (ii) shares repurchased under a program announced on December 6, 1999 to repurchase 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”), and (iii) 6,778 shares that were surrendered to Kroger by participants under our long-term incentive plans to pay for taxes on restricted stock awards. Excise tax on share repurchases in excess of issuances is reflected in the average price paid per share. (3)Represents shares repurchased under the December 2024 Repurchase Program and the 1999 Repurchase Program.(4)On December 23, 2025, we announced that our Board of Directors approved a $2.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, including accelerated stock repurchase (“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 2025 Repurchase Program”). The December 2025 Repurchase Program authorization is incremental to the existing December 2024 Repurchase Program. On December 11, 2024, we announced that 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”). The amounts shown in this column reflect the amount remaining under the December 2024 Repurchase Program and the December 2025 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December 2025 Repurchase Program, the December 2024 Repurchase Program, and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time. (5)Excludes excise tax on share repurchases in excess of issuances. ​ITEM 6.RESERVED.​Not applicable. ​​ The following table presents information on our purchases of our common shares during the fourth quarter of 2025: ​", "prior_body": "2019 2020 2021 2022 2023 2024 The Kroger Co. 100 131.19 168.66 178.23 186.91 255.56 ​ S&P 500 Index 100 117.25 141.87 132.47 164.06 202.59 ​ Peer Group 100 123.01 145.25 140.77 164.01 238.01 ​ ​ Kroger’s fiscal year ends on the Saturday closest to January 31. ​ Data supplied by Standard & Poor’s. ​ The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto. * Total assumes $100 invested on February 1, 2020, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends. ​ ** The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc. ​ 22 22 22 The following table presents information on our purchases of our common shares during the fourth quarter of 2024:​ISSUER PURCHASES OF EQUITY SECURITIES​​​​​​​​​​​​​ ​​​​​​​​Approximate Dollar ​​​​​​​​​Value of Shares ​​​​​​​Total Number of​that May Yet Be ​​​​​​​Shares Purchased​Purchased Under ​​Total Number​Average​as Part of Publicly​the Plans or ​​of Shares​Price Paid Per​Announced Plans​Programs(4)(5) Period(1) Purchased(2)​Share(2) or Programs(3)​(in millions) First period - four weeks​​​​​​​​​​​November 10, 2024 to December 7, 2024 121,067​$ 59.49 113,600​$ 1,000​Second period - four weeks​​​​​​​​​​​December 8, 2024 to January 4, 2025 65,963,661​$ 61.54 65,958,149​$ 2,500​Third period - four weeks​​​​​​​​​​​January 5, 2025 to February 1, 2025 50,941​$ 59.47 50,941​$ 2,500​Total 66,135,669​$ 61.54 66,122,690​$ 2,500​(1)The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The fourth quarter of 2024 contained three 28-day periods. (2)Includes (i) shares repurchased under the December 2024 Repurchase Program described below in (4), (ii) shares repurchased under a 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”) and (iii) 12,979 shares that were surrendered to Kroger by participants under our long-term incentive plans to pay for taxes on restricted stock awards.(3)Represents shares repurchased under the December 2024 Repurchase Program and the 1999 Repurchase Program.(4)On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “September 2022 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 accelerated stock repurchase (“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”). The December 2024 Repurchase Program authorization replaced the existing September 2022 Repurchase Program. For information about our ASR agreements, see Note 13 to the Consolidated Financial Statements. The amounts shown in this column reflect the amount remaining under the September 2022 Repurchase Program and the December 2024 Repurchase Program as of the specified period end dates. 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. (5)Reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances.​ITEM 6.RESERVED.​Not applicable. ​​23 The following table presents information on our purchases of our common shares during the fourth quarter of 2024:​ISSUER PURCHASES OF EQUITY SECURITIES​​​​​​​​​​​​​ ​​​​​​​​Approximate Dollar ​​​​​​​​​Value of Shares ​​​​​​​Total Number of​that May Yet Be ​​​​​​​Shares Purchased​Purchased Under ​​Total Number​Average​as Part of Publicly​the Plans or ​​of Shares​Price Paid Per​Announced Plans​Programs(4)(5) Period(1) Purchased(2)​Share(2) or Programs(3)​(in millions) First period - four weeks​​​​​​​​​​​November 10, 2024 to December 7, 2024 121,067​$ 59.49 113,600​$ 1,000​Second period - four weeks​​​​​​​​​​​December 8, 2024 to January 4, 2025 65,963,661​$ 61.54 65,958,149​$ 2,500​Third period - four weeks​​​​​​​​​​​January 5, 2025 to February 1, 2025 50,941​$ 59.47 50,941​$ 2,500​Total 66,135,669​$ 61.54 66,122,690​$ 2,500​(1)The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The fourth quarter of 2024 contained three 28-day periods. (2)Includes (i) shares repurchased under the December 2024 Repurchase Program described below in (4), (ii) shares repurchased under a 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”) and (iii) 12,979 shares that were surrendered to Kroger by participants under our long-term incentive plans to pay for taxes on restricted stock awards.(3)Represents shares repurchased under the December 2024 Repurchase Program and the 1999 Repurchase Program.(4)On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “September 2022 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 accelerated stock repurchase (“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”). The December 2024 Repurchase Program authorization replaced the existing September 2022 Repurchase Program. For information about our ASR agreements, see Note 13 to the Consolidated Financial Statements. The amounts shown in this column reflect the amount remaining under the September 2022 Repurchase Program and the December 2024 Repurchase Program as of the specified period end dates. 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. (5)Reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances.​ITEM 6.RESERVED.​Not applicable. ​​ The following table presents information on our purchases of our common shares during the fourth quarter of 2024:​ISSUER PURCHASES OF EQUITY SECURITIES​​​​​​​​​​​​​ ​​​​​​​​Approximate Dollar ​​​​​​​​​Value of Shares ​​​​​​​Total Number of​that May Yet Be ​​​​​​​Shares Purchased​Purchased Under ​​Total Number​Average​as Part of Publicly​the Plans or ​​of Shares​Price Paid Per​Announced Plans​Programs(4)(5) Period(1) Purchased(2)​Share(2) or Programs(3)​(in millions) First period - four weeks​​​​​​​​​​​November 10, 2024 to December 7, 2024 121,067​$ 59.49 113,600​$ 1,000​Second period - four weeks​​​​​​​​​​​December 8, 2024 to January 4, 2025 65,963,661​$ 61.54 65,958,149​$ 2,500​Third period - four weeks​​​​​​​​​​​January 5, 2025 to February 1, 2025 50,941​$ 59.47 50,941​$ 2,500​Total 66,135,669​$ 61.54 66,122,690​$ 2,500​(1)The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The fourth quarter of 2024 contained three 28-day periods. (2)Includes (i) shares repurchased under the December 2024 Repurchase Program described below in (4), (ii) shares repurchased under a 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”) and (iii) 12,979 shares that were surrendered to Kroger by participants under our long-term incentive plans to pay for taxes on restricted stock awards.(3)Represents shares repurchased under the December 2024 Repurchase Program and the 1999 Repurchase Program.(4)On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “September 2022 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 accelerated stock repurchase (“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”). The December 2024 Repurchase Program authorization replaced the existing September 2022 Repurchase Program. For information about our ASR agreements, see Note 13 to the Consolidated Financial Statements. The amounts shown in this column reflect the amount remaining under the September 2022 Repurchase Program and the December 2024 Repurchase Program as of the specified period end dates. 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. (5)Reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances.​ITEM 6.RESERVED.​Not applicable. ​​ The following table presents information on our purchases of our common shares during the fourth quarter of 2024: ​" }, { "status": "MODIFIED", "current_title": "(In millions)", "prior_title": "(In millions)", "similarity_score": 0.871, "confidence": "high", "key_changes": [ "Reworded sentence: \"(52 weeks) ​ (52 weeks) ​ (53 weeks) Cash Flows from Operating Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings including noncontrolling interests ​ $ 1,024 ​ $ 2,672 ​ $ 2,169 ​ Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 3,332 ​ 3,246 ​ 3,125 ​ Fulfillment network impairment and related charges ​ ​ 2,497 ​ ​ — ​ ​ — ​ Asset impairment and store closure charges ​ ​ 187 ​ ​ 98 ​ ​ 69 ​ Operating lease asset amortization ​ ​ 588 ​ ​ 603 ​ ​ 625 ​ LIFO charge ​ 157 ​ 95 ​ 113 ​ Share-based employee compensation ​ 157 ​ 175 ​ 172 ​ Deferred income taxes ​ (330) ​ (102) ​ (155) ​ Gain on sale of business ​ ​ — ​ ​ (79) ​ ​ — ​ Gain on sale of assets ​ ​ (13) ​ ​ (70) ​ ​ (56) ​ Loss on investments ​ ​ 41 ​ ​ 148 ​ ​ (151) ​ Other ​ 1 ​ 20 ​ 69 ​ Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Store deposits in-transit ​ 68 ​ (97) ​ (88) ​ Receivables ​ 113 ​ (288) ​ 14 ​ Inventories ​ (86) ​ (144) ​ 342 ​ Prepaid and other current assets ​ 8 ​ (166) ​ 72 ​ Accounts payable ​ 388 ​ 253 ​ 545 ​ Accrued expenses ​ 165 ​ 107 ​ (222) ​ Income taxes receivable and payable ​ (115) ​ ​ 76 ​ ​ 68 ​ Operating lease liabilities ​ ​ (529) ​ ​ (609) ​ ​ (695) ​ Other ​ (342) ​ (144) ​ 772 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities ​ 7,311 ​ 5,794 ​ 6,788 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments for property and equipment, including payments for lease buyouts ​ (3,855) ​ (4,017) ​ (3,904) ​ Proceeds from sale of assets ​ 76 ​ ​ 377 ​ ​ 101 ​ Net proceeds from sale of business ​ ​ 52 ​ ​ 464 ​ ​ — ​ Other ​ (187) ​ (52) ​ 53 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used by investing activities ​ (3,914) ​ (3,228) ​ (3,750) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows from Financing Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from issuance of long-term debt ​ 43 ​ 10,502 ​ 15 ​ Payments on long-term debt including obligations under finance leases ​ (540) ​ ​ (4,883) ​ ​ (1,301) ​ Dividends paid ​ ​ (885) ​ ​ (883) ​ ​ (796) ​ Financing fees paid ​ ​ — ​ ​ (116) ​ ​ — ​ Proceeds from issuance of capital stock ​ ​ 182 ​ 127 ​ 50 ​ Treasury stock purchases ​ (2,699) ​ (4,156) ​ (62) ​ Unsettled accelerated share repurchases ​ — ​ (1,000) ​ — ​ Other ​ ​ (123) ​ (81) ​ (76) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used by financing activities ​ (4,022) ​ (490) ​ (2,170) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (decrease) increase in cash and temporary cash investments ​ (625) ​ 2,076 ​ 868 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and temporary cash investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning of year ​ 3,959 ​ 1,883 ​ 1,015 ​ End of year ​ $ 3,334 ​ $ 3,959 ​ $ 1,883 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of capital investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments for property and equipment, including payments for lease buyouts ​ $ (3,855) ​ $ (4,017) ​ $ (3,904) ​ Payments for lease buyouts ​ ​ 33 ​ 51 ​ — ​ Changes in construction-in-progress payables ​ (40) ​ 343 ​ 344 ​ Total capital investments, excluding lease buyouts ​ $ (3,862) ​ $ (3,623) ​ $ (3,560) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Disclosure of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid during the year for net interest ​ $ 633 ​ $ 252 ​ $ 488 ​ Cash paid during the year for income taxes ​ $ 635 ​ $ 681 ​ $ 751 ​ ​ ​ The accompanying notes are an integral part of the consolidated financial statements.\"" ], "current_body": "(52 weeks) ​ (52 weeks) ​ (53 weeks) Net earnings including noncontrolling interests ​ $ 1,024 ​ $ 2,672 ​ $ 2,169 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in pension and other postretirement defined benefit plans, net of income tax(1) ​ ​ (25) ​ ​ (37) ​ ​ (46) ​ Unrealized gains and losses on cash flow hedging activities, net of income tax(2) ​ 3 ​ (103) ​ 183 ​ Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3) ​ ​ 8 ​ ​ 8 ​ ​ 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income ​ (14) ​ (132) ​ 143 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income ​ 1,010 ​ 2,540 ​ 2,312 ​ Comprehensive income attributable to noncontrolling interests ​ 8 ​ 7 ​ 5 ​ Comprehensive income attributable to The Kroger Co. ​ $ 1,002 ​ $ 2,533 ​ $ 2,307 ​ ​ Amount is net of tax benefit of $(7) in 2025, $(11) in 2024 and $(14) in 2023. Amount is net of tax (benefit) expense of $(31) in 2024 and $56 in 2023. Amount is net of tax expense of $2 in 2025, $1 in 2024 and $2 in 2023. ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 56 56 56 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​2025 ​ ​ ​2024 ​ ​ ​2023​(In millions) (52 weeks)​(52 weeks)​(53 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 1,024​$ 2,672​$ 2,169​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,332​ 3,246​ 3,125​Fulfillment network impairment and related charges​​ 2,497​​ —​​ —​Asset impairment and store closure charges​​ 187​​ 98​​ 69​Operating lease asset amortization​​ 588​​ 603​​ 625​LIFO charge​ 157​ 95​ 113​Share-based employee compensation​ 157​ 175​ 172​Deferred income taxes​ (330)​ (102)​ (155)​Gain on sale of business​​ —​​ (79)​​ —​Gain on sale of assets​​ (13)​​ (70)​​ (56)​Loss on investments​​ 41​​ 148​​ (151)​Other​ 1​ 20​ 69​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ 68​ (97)​ (88)​Receivables​ 113​ (288)​ 14​Inventories​ (86)​ (144)​ 342​Prepaid and other current assets​ 8​ (166)​ 72​Accounts payable​ 388​ 253​ 545​Accrued expenses​ 165​ 107​ (222)​Income taxes receivable and payable​ (115)​​ 76​​ 68​Operating lease liabilities​​ (529)​​ (609)​​ (695)​Other​ (342)​ (144)​ 772​​​​​​​​​​​​Net cash provided by operating activities​ 7,311​ 5,794​ 6,788​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (3,855)​ (4,017)​ (3,904)​Proceeds from sale of assets​ 76​​ 377​​ 101​Net proceeds from sale of business​​ 52​​ 464​​ —​Other​ (187)​ (52)​ 53​​​​​​​​​​​​Net cash used by investing activities​ (3,914)​ (3,228)​ (3,750)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 43​ 10,502​ 15​Payments on long-term debt including obligations under finance leases​ (540)​​ (4,883)​​ (1,301)​Dividends paid​​ (885)​​ (883)​​ (796)​Financing fees paid​​ —​​ (116)​​ —​Proceeds from issuance of capital stock​​ 182​ 127​ 50​Treasury stock purchases​ (2,699)​ (4,156)​ (62)​Unsettled accelerated share repurchases​ —​ (1,000)​ —​Other​​ (123)​ (81)​ (76)​​​​​​​​​​​​Net cash used by financing activities​ (4,022)​ (490)​ (2,170)​​​​​​​​​​​​Net (decrease) increase in cash and temporary cash investments​ (625)​ 2,076​ 868​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 3,959​ 1,883​ 1,015​End of year​$ 3,334​$ 3,959​$ 1,883​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (3,855)​$ (4,017)​$ (3,904)​Payments for lease buyouts​​ 33​ 51​ —​Changes in construction-in-progress payables​ (40)​ 343​ 344​Total capital investments, excluding lease buyouts​$ (3,862)​$ (3,623)​$ (3,560)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 633​$ 252​$ 488​Cash paid during the year for income taxes​$ 635​$ 681​$ 751​​​The accompanying notes are an integral part of the consolidated financial statements.​​57 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​2025 ​ ​ ​2024 ​ ​ ​2023​(In millions) (52 weeks)​(52 weeks)​(53 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 1,024​$ 2,672​$ 2,169​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,332​ 3,246​ 3,125​Fulfillment network impairment and related charges​​ 2,497​​ —​​ —​Asset impairment and store closure charges​​ 187​​ 98​​ 69​Operating lease asset amortization​​ 588​​ 603​​ 625​LIFO charge​ 157​ 95​ 113​Share-based employee compensation​ 157​ 175​ 172​Deferred income taxes​ (330)​ (102)​ (155)​Gain on sale of business​​ —​​ (79)​​ —​Gain on sale of assets​​ (13)​​ (70)​​ (56)​Loss on investments​​ 41​​ 148​​ (151)​Other​ 1​ 20​ 69​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ 68​ (97)​ (88)​Receivables​ 113​ (288)​ 14​Inventories​ (86)​ (144)​ 342​Prepaid and other current assets​ 8​ (166)​ 72​Accounts payable​ 388​ 253​ 545​Accrued expenses​ 165​ 107​ (222)​Income taxes receivable and payable​ (115)​​ 76​​ 68​Operating lease liabilities​​ (529)​​ (609)​​ (695)​Other​ (342)​ (144)​ 772​​​​​​​​​​​​Net cash provided by operating activities​ 7,311​ 5,794​ 6,788​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (3,855)​ (4,017)​ (3,904)​Proceeds from sale of assets​ 76​​ 377​​ 101​Net proceeds from sale of business​​ 52​​ 464​​ —​Other​ (187)​ (52)​ 53​​​​​​​​​​​​Net cash used by investing activities​ (3,914)​ (3,228)​ (3,750)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 43​ 10,502​ 15​Payments on long-term debt including obligations under finance leases​ (540)​​ (4,883)​​ (1,301)​Dividends paid​​ (885)​​ (883)​​ (796)​Financing fees paid​​ —​​ (116)​​ —​Proceeds from issuance of capital stock​​ 182​ 127​ 50​Treasury stock purchases​ (2,699)​ (4,156)​ (62)​Unsettled accelerated share repurchases​ —​ (1,000)​ —​Other​​ (123)​ (81)​ (76)​​​​​​​​​​​​Net cash used by financing activities​ (4,022)​ (490)​ (2,170)​​​​​​​​​​​​Net (decrease) increase in cash and temporary cash investments​ (625)​ 2,076​ 868​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 3,959​ 1,883​ 1,015​End of year​$ 3,334​$ 3,959​$ 1,883​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (3,855)​$ (4,017)​$ (3,904)​Payments for lease buyouts​​ 33​ 51​ —​Changes in construction-in-progress payables​ (40)​ 343​ 344​Total capital investments, excluding lease buyouts​$ (3,862)​$ (3,623)​$ (3,560)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 633​$ 252​$ 488​Cash paid during the year for income taxes​$ 635​$ 681​$ 751​​​The accompanying notes are an integral part of the consolidated financial statements.​​", "prior_body": "(52 weeks) ​ (53 weeks) ​ (52 weeks) Net earnings including noncontrolling interests ​ $ 2,672 ​ $ 2,169 ​ $ 2,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in pension and other postretirement defined benefit plans, net of income tax(1) ​ ​ (37) ​ ​ (46) ​ ​ (83) Unrealized gains and losses on cash flow hedging activities, net of income tax(2) ​ (103) ​ 183 ​ (89) Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3) ​ ​ 8 ​ ​ 6 ​ ​ 7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income ​ (132) ​ 143 ​ (165) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income ​ 2,540 ​ 2,312 ​ 2,084 Comprehensive income attributable to noncontrolling interests ​ 7 ​ 5 ​ 5 Comprehensive income attributable to The Kroger Co. ​ $ 2,533 ​ $ 2,307 ​ $ 2,079 ​ Amount is net of tax benefit of $(11) in 2024, $(14) in 2023 and $(26) in 2022. Amount is net of tax (benefit) expense of $(31) in 2024, $56 in 2023 and $(27) in 2022. Amount is net of tax expense of $1 in 2024, $2 in 2023 and $2 in 2022. ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 58 58 58 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​2024 2023 2022​(In millions) (52 weeks)​(53 weeks)​(52 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 2,672​$ 2,169​$ 2,249​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,246​ 3,125​ 2,965​Asset impairment charges​​ 98​​ 69​​ 68​Goodwill and fixed asset impairment charges related to Vitacost.com​​ —​​ —​​ 164​Operating lease asset amortization​​ 603​​ 625​​ 614​LIFO charge​ 95​ 113​ 626​Share-based employee compensation​ 175​ 172​ 190​Company-sponsored pension plans​ (2)​ (9)​ (26)​Deferred income taxes​ (102)​ (155)​ 161​Gain on sale of assets​​ (70)​​ (56)​​ (40)​Gain on sale of business​​ (79)​​ —​​ —​Loss (gain) on investments​​ 148​​ (151)​​ 728​Other​ 22​ 78​ (8)​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ (97)​ (88)​ (45)​Receivables​ (288)​ 14​ (222)​Inventories​ (144)​ 342​ (1,370)​Prepaid and other current assets​ (166)​ 72​ (36)​Accounts payable​ 253​ 545​ 44​Accrued expenses​ 107​ (222)​ (167)​Income taxes receivable and payable​ 76​​ 68​​ (190)​Operating lease liabilities​​ (609)​​ (695)​​ (622)​Other​ (144)​ 772​ (585)​​​​​​​​​​​​Net cash provided by operating activities​ 5,794​ 6,788​ 4,498​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (4,017)​ (3,904)​ (3,078)​Proceeds from sale of assets​ 377​​ 101​​ 78​Net proceeds from sale of business​​ 464​​ —​​ —​Other​ (52)​ 53​ (15)​​​​​​​​​​​​Net cash used by investing activities​ (3,228)​ (3,750)​ (3,015)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 10,502​ 15​ —​Payments on long-term debt including obligations under finance leases​ (4,883)​​ (1,301)​​ (552)​Dividends paid​​ (883)​​ (796)​​ (682)​Financing fees paid​​ (116)​​ —​​ (84)​Proceeds from issuance of capital stock​​ 127​ 50​ 134​Treasury stock purchases​ (4,156)​ (62)​ (993)​Unsettled accelerated share repurchases​ (1,000)​ —​ —​Other​​ (81)​ (76)​ (112)​​​​​​​​​​​​Net cash used by financing activities​ (490)​ (2,170)​ (2,289)​​​​​​​​​​​​Net increase (decrease) in cash and temporary cash investments​ 2,076​ 868​ (806)​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 1,883​ 1,015​ 1,821​End of year​$ 3,959​$ 1,883​$ 1,015​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (4,017)​$ (3,904)​$ (3,078)​Payments for lease buyouts​​ 51​ —​ 21​Changes in construction-in-progress payables​ 343​ 344​ (281)​Total capital investments, excluding lease buyouts​$ (3,623)​$ (3,560)​$ (3,338)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 252​$ 488​$ 545​Cash paid during the year for income taxes​$ 681​$ 751​$ 698​​​The accompanying notes are an integral part of the consolidated financial statements.​​59 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​2024 2023 2022​(In millions) (52 weeks)​(53 weeks)​(52 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 2,672​$ 2,169​$ 2,249​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,246​ 3,125​ 2,965​Asset impairment charges​​ 98​​ 69​​ 68​Goodwill and fixed asset impairment charges related to Vitacost.com​​ —​​ —​​ 164​Operating lease asset amortization​​ 603​​ 625​​ 614​LIFO charge​ 95​ 113​ 626​Share-based employee compensation​ 175​ 172​ 190​Company-sponsored pension plans​ (2)​ (9)​ (26)​Deferred income taxes​ (102)​ (155)​ 161​Gain on sale of assets​​ (70)​​ (56)​​ (40)​Gain on sale of business​​ (79)​​ —​​ —​Loss (gain) on investments​​ 148​​ (151)​​ 728​Other​ 22​ 78​ (8)​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ (97)​ (88)​ (45)​Receivables​ (288)​ 14​ (222)​Inventories​ (144)​ 342​ (1,370)​Prepaid and other current assets​ (166)​ 72​ (36)​Accounts payable​ 253​ 545​ 44​Accrued expenses​ 107​ (222)​ (167)​Income taxes receivable and payable​ 76​​ 68​​ (190)​Operating lease liabilities​​ (609)​​ (695)​​ (622)​Other​ (144)​ 772​ (585)​​​​​​​​​​​​Net cash provided by operating activities​ 5,794​ 6,788​ 4,498​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (4,017)​ (3,904)​ (3,078)​Proceeds from sale of assets​ 377​​ 101​​ 78​Net proceeds from sale of business​​ 464​​ —​​ —​Other​ (52)​ 53​ (15)​​​​​​​​​​​​Net cash used by investing activities​ (3,228)​ (3,750)​ (3,015)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 10,502​ 15​ —​Payments on long-term debt including obligations under finance leases​ (4,883)​​ (1,301)​​ (552)​Dividends paid​​ (883)​​ (796)​​ (682)​Financing fees paid​​ (116)​​ —​​ (84)​Proceeds from issuance of capital stock​​ 127​ 50​ 134​Treasury stock purchases​ (4,156)​ (62)​ (993)​Unsettled accelerated share repurchases​ (1,000)​ —​ —​Other​​ (81)​ (76)​ (112)​​​​​​​​​​​​Net cash used by financing activities​ (490)​ (2,170)​ (2,289)​​​​​​​​​​​​Net increase (decrease) in cash and temporary cash investments​ 2,076​ 868​ (806)​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 1,883​ 1,015​ 1,821​End of year​$ 3,959​$ 1,883​$ 1,015​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (4,017)​$ (3,904)​$ (3,078)​Payments for lease buyouts​​ 51​ —​ 21​Changes in construction-in-progress payables​ 343​ 344​ (281)​Total capital investments, excluding lease buyouts​$ (3,623)​$ (3,560)​$ (3,338)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 252​$ 488​$ 545​Cash paid during the year for income taxes​$ 681​$ 751​$ 698​​​The accompanying notes are an integral part of the consolidated financial statements.​​ THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​2024 2023 2022​(In millions) (52 weeks)​(53 weeks)​(52 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 2,672​$ 2,169​$ 2,249​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,246​ 3,125​ 2,965​Asset impairment charges​​ 98​​ 69​​ 68​Goodwill and fixed asset impairment charges related to Vitacost.com​​ —​​ —​​ 164​Operating lease asset amortization​​ 603​​ 625​​ 614​LIFO charge​ 95​ 113​ 626​Share-based employee compensation​ 175​ 172​ 190​Company-sponsored pension plans​ (2)​ (9)​ (26)​Deferred income taxes​ (102)​ (155)​ 161​Gain on sale of assets​​ (70)​​ (56)​​ (40)​Gain on sale of business​​ (79)​​ —​​ —​Loss (gain) on investments​​ 148​​ (151)​​ 728​Other​ 22​ 78​ (8)​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ (97)​ (88)​ (45)​Receivables​ (288)​ 14​ (222)​Inventories​ (144)​ 342​ (1,370)​Prepaid and other current assets​ (166)​ 72​ (36)​Accounts payable​ 253​ 545​ 44​Accrued expenses​ 107​ (222)​ (167)​Income taxes receivable and payable​ 76​​ 68​​ (190)​Operating lease liabilities​​ (609)​​ (695)​​ (622)​Other​ (144)​ 772​ (585)​​​​​​​​​​​​Net cash provided by operating activities​ 5,794​ 6,788​ 4,498​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (4,017)​ (3,904)​ (3,078)​Proceeds from sale of assets​ 377​​ 101​​ 78​Net proceeds from sale of business​​ 464​​ —​​ —​Other​ (52)​ 53​ (15)​​​​​​​​​​​​Net cash used by investing activities​ (3,228)​ (3,750)​ (3,015)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 10,502​ 15​ —​Payments on long-term debt including obligations under finance leases​ (4,883)​​ (1,301)​​ (552)​Dividends paid​​ (883)​​ (796)​​ (682)​Financing fees paid​​ (116)​​ —​​ (84)​Proceeds from issuance of capital stock​​ 127​ 50​ 134​Treasury stock purchases​ (4,156)​ (62)​ (993)​Unsettled accelerated share repurchases​ (1,000)​ —​ —​Other​​ (81)​ (76)​ (112)​​​​​​​​​​​​Net cash used by financing activities​ (490)​ (2,170)​ (2,289)​​​​​​​​​​​​Net increase (decrease) in cash and temporary cash investments​ 2,076​ 868​ (806)​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 1,883​ 1,015​ 1,821​End of year​$ 3,959​$ 1,883​$ 1,015​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (4,017)​$ (3,904)​$ (3,078)​Payments for lease buyouts​​ 51​ —​ 21​Changes in construction-in-progress payables​ 343​ 344​ (281)​Total capital investments, excluding lease buyouts​$ (3,623)​$ (3,560)​$ (3,338)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 252​$ 488​$ 545​Cash paid during the year for income taxes​$ 681​$ 751​$ 698​​​The accompanying notes are an integral part of the consolidated financial statements.​​" }, { "status": "MODIFIED", "current_title": "Income (Loss)", "prior_title": "Income (Loss)", "similarity_score": 0.87, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Earnings ​ Interest ​ Total Balances at January 28, 2023 1,918 ​ $ 1,918 ​ $ 3,805 1,202 ​ $ (20,650) ​ $ (632) ​ $ 25,601 ​ $ (28) ​ $ 10,014 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (2) ​ 50 ​ — ​ — ​ — ​ 50 Restricted stock issued — ​ — ​ (163) (3) ​ 88 ​ — ​ — ​ — ​ (75) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exchanged — ​ — ​ — 1 ​ (62) ​ — ​ — ​ — ​ (62) Share-based employee compensation — ​ — ​ 172 — ​ — ​ — ​ — ​ — ​ 172 Other comprehensive income net of tax of $44 — ​ — ​ — — ​ — ​ 143 ​ — ​ — ​ 143 Other — ​ — ​ 108 — ​ (108) ​ — ​ — ​ 9 ​ 9 Cash dividends declared ($1.13 per common share) — ​ — ​ — — ​ — ​ — ​ (819) ​ — ​ (819) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 2,164 ​ 5 ​ 2,169 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at February 3, 2024 1,918 ​ $ 1,918 ​ $ 3,922 1,198 ​ $ (20,682) ​ $ (489) ​ $ 26,946 ​ $ (14) ​ $ 11,601 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (3) ​ 127 ​ — ​ — ​ — ​ 127 Restricted stock issued — ​ — ​ (176) (3) ​ 92 ​ — ​ — ​ — ​ (84) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchases, at cost — ​ — ​ (1,000) 66 ​ (4,038) ​ — ​ — ​ — ​ (5,038) Stock options exchanged — ​ — ​ — — ​ (156) ​ — ​ — ​ — ​ (156) Share-based employee compensation — ​ — ​ 175 — ​ — ​ — ​ — ​ — ​ 175 Other comprehensive loss net of tax of $(41) — ​ — ​ — — ​ — ​ (132) ​ — ​ — ​ (132) Other — ​ — ​ 166 — ​ (166) ​ — ​ — ​ 3 ​ 3 Cash dividends declared ($1.25 per common share) ​ — ​ — ​ — — ​ — ​ — ​ (887) ​ — ​ (887) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 2,665 ​ 7 ​ 2,672 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at February 1, 2025 1,918 ​ $ 1,918 ​ $ 3,087 1,258 ​ $ (24,823) ​ $ (621) ​ $ 28,724 ​ $ (4) ​ $ 8,281 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (5) ​ 182 ​ — ​ — ​ — ​ 182 Restricted stock issued — ​ — ​ (172) (2) ​ 90 ​ — ​ — ​ — ​ (82) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchases, at cost — ​ — ​ 655 48 ​ (3,154) ​ — ​ — ​ — ​ (2,499) Stock options exchanged — ​ — ​ — 4 ​ (228) ​ — ​ — ​ — ​ (228) Share-based employee compensation — ​ — ​ 157 — ​ — ​ — ​ — ​ — ​ 157 Other comprehensive loss net of tax of $(5) — ​ — ​ — — ​ — ​ (14) ​ — ​ — ​ (14) Other — ​ — ​ 180 — ​ (180) ​ — ​ — ​ 5 ​ 5 Cash dividends declared ($1.37 per common share) — ​ — ​ — — ​ — ​ — ​ (890) ​ — ​ (890) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 1,016 ​ 8 ​ 1,024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at January 31, 2026 1,918 ​ $ 1,918 ​ $ 3,907 1,303 ​ $ (28,113) ​ $ (635) ​ $ 28,850 ​ $ 9 ​ $ 5,936 ​ ​ The accompanying notes are an integral part of the consolidated financial statements.\"", "Reworded sentence: \"The Company is a food and drug retailer that operates 2,697 supermarkets, 2,250 pharmacies and 1,731 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience.\"", "Reworded sentence: \"The last three fiscal years consist of the 52-week period ended January 31, 2026, the 52-week period ended February 1, 2025 and the 53-week period ended February 3, 2024.​Pervasiveness of Estimates​The preparation of financial statements in conformity with U.S.\"", "Reworded sentence: \"Book overdrafts are included in “Accounts payable” and “Accrued salaries and wages” in the Consolidated Balance Sheets.​Deposits In-Transit​Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with debit cards, credit cards and checks, to which the Company does not have immediate access but settle within a few days of the sales transaction.​Inventories​Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market.\"", "Reworded sentence: \"The Company is a food and drug retailer that operates 2,697 supermarkets, 2,250 pharmacies and 1,731 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience.\"" ], "current_body": "​ Earnings ​ Interest ​ Total Balances at January 28, 2023 1,918 ​ $ 1,918 ​ $ 3,805 1,202 ​ $ (20,650) ​ $ (632) ​ $ 25,601 ​ $ (28) ​ $ 10,014 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (2) ​ 50 ​ — ​ — ​ — ​ 50 Restricted stock issued — ​ — ​ (163) (3) ​ 88 ​ — ​ — ​ — ​ (75) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exchanged — ​ — ​ — 1 ​ (62) ​ — ​ — ​ — ​ (62) Share-based employee compensation — ​ — ​ 172 — ​ — ​ — ​ — ​ — ​ 172 Other comprehensive income net of tax of $44 — ​ — ​ — — ​ — ​ 143 ​ — ​ — ​ 143 Other — ​ — ​ 108 — ​ (108) ​ — ​ — ​ 9 ​ 9 Cash dividends declared ($1.13 per common share) — ​ — ​ — — ​ — ​ — ​ (819) ​ — ​ (819) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 2,164 ​ 5 ​ 2,169 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at February 3, 2024 1,918 ​ $ 1,918 ​ $ 3,922 1,198 ​ $ (20,682) ​ $ (489) ​ $ 26,946 ​ $ (14) ​ $ 11,601 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (3) ​ 127 ​ — ​ — ​ — ​ 127 Restricted stock issued — ​ — ​ (176) (3) ​ 92 ​ — ​ — ​ — ​ (84) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchases, at cost — ​ — ​ (1,000) 66 ​ (4,038) ​ — ​ — ​ — ​ (5,038) Stock options exchanged — ​ — ​ — — ​ (156) ​ — ​ — ​ — ​ (156) Share-based employee compensation — ​ — ​ 175 — ​ — ​ — ​ — ​ — ​ 175 Other comprehensive loss net of tax of $(41) — ​ — ​ — — ​ — ​ (132) ​ — ​ — ​ (132) Other — ​ — ​ 166 — ​ (166) ​ — ​ — ​ 3 ​ 3 Cash dividends declared ($1.25 per common share) ​ — ​ — ​ — — ​ — ​ — ​ (887) ​ — ​ (887) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 2,665 ​ 7 ​ 2,672 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at February 1, 2025 1,918 ​ $ 1,918 ​ $ 3,087 1,258 ​ $ (24,823) ​ $ (621) ​ $ 28,724 ​ $ (4) ​ $ 8,281 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (5) ​ 182 ​ — ​ — ​ — ​ 182 Restricted stock issued — ​ — ​ (172) (2) ​ 90 ​ — ​ — ​ — ​ (82) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchases, at cost — ​ — ​ 655 48 ​ (3,154) ​ — ​ — ​ — ​ (2,499) Stock options exchanged — ​ — ​ — 4 ​ (228) ​ — ​ — ​ — ​ (228) Share-based employee compensation — ​ — ​ 157 — ​ — ​ — ​ — ​ — ​ 157 Other comprehensive loss net of tax of $(5) — ​ — ​ — — ​ — ​ (14) ​ — ​ — ​ (14) Other — ​ — ​ 180 — ​ (180) ​ — ​ — ​ 5 ​ 5 Cash dividends declared ($1.37 per common share) — ​ — ​ — — ​ — ​ — ​ (890) ​ — ​ (890) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 1,016 ​ 8 ​ 1,024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at January 31, 2026 1,918 ​ $ 1,918 ​ $ 3,907 1,303 ​ $ (28,113) ​ $ (635) ​ $ 28,850 ​ $ 9 ​ $ 5,936 ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ ​ 58 58 58 ​NOTES TO CONSOLIDATED FINANCIAL STATEMENTS​All amounts in the Notes to Consolidated Financial Statements are in millions except per share amounts.​1.ACCOUNTING POLICIES​The following is a summary of the significant accounting policies followed in preparing these financial statements.​Description of Business, Basis of Presentation and Principles of Consolidation​The Kroger Co. (the “Company”) was founded in 1883 and incorporated in 1902. The Company is a food and drug retailer that operates 2,697 supermarkets, 2,250 pharmacies and 1,731 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience. The Company also manufactures and processes food for sale by its supermarkets and online. The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries and other consolidated entities. Intercompany transactions and balances have been eliminated.​Fiscal Year​The Company’s fiscal year ends on the Saturday nearest January 31. The last three fiscal years consist of the 52-week period ended January 31, 2026, the 52-week period ended February 1, 2025 and the 53-week period ended February 3, 2024.​Pervasiveness of Estimates​The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period is also required. Actual results could differ from those estimates.​Cash, Temporary Cash Investments and Book Overdrafts​Cash and temporary cash investments represent store cash and short-term investments with original maturities of less than three months. Book overdrafts are included in “Accounts payable” and “Accrued salaries and wages” in the Consolidated Balance Sheets.​Deposits In-Transit​Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with debit cards, credit cards and checks, to which the Company does not have immediate access but settle within a few days of the sales transaction.​Inventories​Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market. In total, approximately 91% of inventories in 2025 and 92% of inventories in 2024 were valued using the LIFO method. The remaining inventories, including substantially all fuel inventories, are stated at the lower of cost (on a first-in, first-out “FIFO” basis) or net realizable value. Replacement cost was higher than the carrying amount by $2,553 at January 31, 2026 and $2,404 at February 1, 2025. The Company follows the Link-Chain, Dollar-Value LIFO method for purposes of calculating its LIFO charge. ​59 ​ ​ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS​All amounts in the Notes to Consolidated Financial Statements are in millions except per share amounts.​1.ACCOUNTING POLICIES​The following is a summary of the significant accounting policies followed in preparing these financial statements.​Description of Business, Basis of Presentation and Principles of Consolidation​The Kroger Co. (the “Company”) was founded in 1883 and incorporated in 1902. The Company is a food and drug retailer that operates 2,697 supermarkets, 2,250 pharmacies and 1,731 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience. The Company also manufactures and processes food for sale by its supermarkets and online. The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries and other consolidated entities. Intercompany transactions and balances have been eliminated.​Fiscal Year​The Company’s fiscal year ends on the Saturday nearest January 31. The last three fiscal years consist of the 52-week period ended January 31, 2026, the 52-week period ended February 1, 2025 and the 53-week period ended February 3, 2024.​Pervasiveness of Estimates​The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period is also required. Actual results could differ from those estimates.​Cash, Temporary Cash Investments and Book Overdrafts​Cash and temporary cash investments represent store cash and short-term investments with original maturities of less than three months. Book overdrafts are included in “Accounts payable” and “Accrued salaries and wages” in the Consolidated Balance Sheets.​Deposits In-Transit​Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with debit cards, credit cards and checks, to which the Company does not have immediate access but settle within a few days of the sales transaction.​Inventories​Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market. In total, approximately 91% of inventories in 2025 and 92% of inventories in 2024 were valued using the LIFO method. The remaining inventories, including substantially all fuel inventories, are stated at the lower of cost (on a first-in, first-out “FIFO” basis) or net realizable value. Replacement cost was higher than the carrying amount by $2,553 at January 31, 2026 and $2,404 at February 1, 2025. The Company follows the Link-Chain, Dollar-Value LIFO method for purposes of calculating its LIFO charge. ​", "prior_body": "​ Earnings ​ Interest ​ Total Balances at January 29, 2022 1,918 ​ $ 1,918 ​ $ 3,657 1,191 ​ $ (19,722) ​ $ (467) ​ $ 24,066 ​ $ (23) ​ $ 9,429 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (4) ​ 134 ​ — ​ — ​ — ​ 134 Restricted stock issued — ​ — ​ (173) (4) ​ 62 ​ — ​ — ​ — ​ (111) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchases, at cost — ​ — ​ — 16 ​ (821) ​ — ​ — ​ — ​ (821) Stock options exchanged — ​ — ​ — 3 ​ (172) ​ — ​ — ​ — ​ (172) Share-based employee compensation — ​ — ​ 190 — ​ — ​ — ​ — ​ — ​ 190 Other comprehensive income net of tax of $(51) — ​ — ​ — — ​ — ​ (165) ​ — ​ — ​ (165) Other — ​ — ​ 131 — ​ (131) ​ — ​ — ​ (10) ​ (10) Cash dividends declared ($0.99 per common share) — ​ — ​ — — ​ — ​ — ​ (709) ​ — ​ ​ (709) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 2,244 ​ 5 ​ 2,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at January 28, 2023 1,918 ​ $ 1,918 ​ $ 3,805 1,202 ​ $ (20,650) ​ $ (632) ​ $ 25,601 ​ $ (28) ​ $ 10,014 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (2) ​ 50 ​ — ​ — ​ — ​ 50 Restricted stock issued — ​ — ​ (163) (3) ​ 88 ​ — ​ — ​ — ​ (75) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exchanged — ​ — ​ — 1 ​ (62) ​ — ​ — ​ — ​ (62) Share-based employee compensation — ​ — ​ 172 — ​ — ​ — ​ — ​ — ​ 172 Other comprehensive income net of tax of $44 — ​ — ​ — — ​ — ​ 143 ​ — ​ — ​ 143 Other — ​ — ​ 108 — ​ (108) ​ — ​ — ​ 9 ​ 9 Cash dividends declared ($1.13 per common share) ​ — ​ — ​ — — ​ — ​ — ​ (819) ​ — ​ (819) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 2,164 ​ 5 ​ 2,169 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at February 3, 2024 1,918 ​ $ 1,918 ​ $ 3,922 1,198 ​ $ (20,682) ​ $ (489) ​ $ 26,946 ​ $ (14) ​ $ 11,601 Issuance of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ — ​ — (3) ​ 127 ​ — ​ — ​ — ​ 127 Restricted stock issued — ​ — ​ (176) (3) ​ 92 ​ — ​ — ​ — ​ (84) Treasury stock activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchases, at cost — ​ — ​ (1,000) 66 ​ (4,038) ​ — ​ — ​ — ​ (5,038) Stock options exchanged — ​ — ​ — — ​ (156) ​ — ​ — ​ — ​ (156) Share-based employee compensation — ​ — ​ 175 — ​ — ​ — ​ — ​ — ​ 175 Other comprehensive loss net of tax of $(41) — ​ — ​ — — ​ — ​ (132) ​ — ​ — ​ (132) Other — ​ — ​ 166 — ​ (166) ​ — ​ — ​ 3 ​ 3 Cash dividends declared ($1.25 per common share) — ​ — ​ — — ​ — ​ — ​ (887) ​ — ​ (887) Net earnings including non-controlling interests — ​ — ​ — — ​ — ​ — ​ 2,665 ​ 7 ​ 2,672 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at February 1, 2025 1,918 ​ $ 1,918 ​ $ 3,087 1,258 ​ $ (24,823) ​ $ (621) ​ $ 28,724 ​ $ (4) ​ $ 8,281 ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ ​ 60 60 60 ​NOTES TO CONSOLIDATED FINANCIAL STATEMENTS​All amounts in the Notes to Consolidated Financial Statements are in millions except per share amounts.​1.ACCOUNTING POLICIES​The following is a summary of the significant accounting policies followed in preparing these financial statements.​Description of Business, Basis of Presentation and Principles of Consolidation​The Kroger Co. (the “Company”) was founded in 1883 and incorporated in 1902. The Company is a food and drug retailer that operates 2,731 supermarkets, 2,273 pharmacies and 1,702 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience. The Company also manufactures and processes food for sale by its supermarkets and online. The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries and other consolidated entities. Intercompany transactions and balances have been eliminated.​Fiscal Year​The Company’s fiscal year ends on the Saturday nearest January 31. The last three fiscal years consist of the 52-week period ended February 1, 2025, the 53-week period ended February 3, 2024 and the 52-week period ended January 28, 2023.​Pervasiveness of Estimates​The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period is also required. Actual results could differ from those estimates.​Cash, Temporary Cash Investments and Book Overdrafts​Cash and temporary cash investments represent store cash and short-term investments with original maturities of less than three months. Book overdrafts are included in “Accounts payable” and “Accrued salaries and wages” in the Consolidated Balance Sheets.​Deposits In-Transit​Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with debit cards, credit cards and checks, to which the Company does not have immediate access but settle within a few days of the sales transaction.​61 ​ ​ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS​All amounts in the Notes to Consolidated Financial Statements are in millions except per share amounts.​1.ACCOUNTING POLICIES​The following is a summary of the significant accounting policies followed in preparing these financial statements.​Description of Business, Basis of Presentation and Principles of Consolidation​The Kroger Co. (the “Company”) was founded in 1883 and incorporated in 1902. The Company is a food and drug retailer that operates 2,731 supermarkets, 2,273 pharmacies and 1,702 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience. The Company also manufactures and processes food for sale by its supermarkets and online. The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries and other consolidated entities. Intercompany transactions and balances have been eliminated.​Fiscal Year​The Company’s fiscal year ends on the Saturday nearest January 31. The last three fiscal years consist of the 52-week period ended February 1, 2025, the 53-week period ended February 3, 2024 and the 52-week period ended January 28, 2023.​Pervasiveness of Estimates​The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period is also required. Actual results could differ from those estimates.​Cash, Temporary Cash Investments and Book Overdrafts​Cash and temporary cash investments represent store cash and short-term investments with original maturities of less than three months. Book overdrafts are included in “Accounts payable” and “Accrued salaries and wages” in the Consolidated Balance Sheets.​Deposits In-Transit​Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with debit cards, credit cards and checks, to which the Company does not have immediate access but settle within a few days of the sales transaction.​ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS​All amounts in the Notes to Consolidated Financial Statements are in millions except per share amounts.​1.ACCOUNTING POLICIES​The following is a summary of the significant accounting policies followed in preparing these financial statements.​Description of Business, Basis of Presentation and Principles of Consolidation​The Kroger Co. (the “Company”) was founded in 1883 and incorporated in 1902. The Company is a food and drug retailer that operates 2,731 supermarkets, 2,273 pharmacies and 1,702 fuel centers in 35 states and the District of Columbia while also operating online through a digital ecosystem to offer customers an omnichannel shopping experience. The Company also manufactures and processes food for sale by its supermarkets and online. The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries and other consolidated entities. Intercompany transactions and balances have been eliminated.​Fiscal Year​The Company’s fiscal year ends on the Saturday nearest January 31. The last three fiscal years consist of the 52-week period ended February 1, 2025, the 53-week period ended February 3, 2024 and the 52-week period ended January 28, 2023.​Pervasiveness of Estimates​The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period is also required. Actual results could differ from those estimates.​Cash, Temporary Cash Investments and Book Overdrafts​Cash and temporary cash investments represent store cash and short-term investments with original maturities of less than three months. Book overdrafts are included in “Accounts payable” and “Accrued salaries and wages” in the Consolidated Balance Sheets.​Deposits In-Transit​Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with debit cards, credit cards and checks, to which the Company does not have immediate access but settle within a few days of the sales transaction.​" }, { "status": "MODIFIED", "current_title": "Supermarket Storing Activity", "prior_title": "Supermarket Storing Activity", "similarity_score": 0.862, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Beginning of year 2,731 2,722 2,719 ​ Opened 16 16 5 ​ Opened (relocation) 4 7 2 ​ Closed (operational) (50) (7) (1) ​ Closed (relocation) (4) (7) (3) ​ End of year 2,697 2,731 2,722 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total expansions(1) ​ 9 ​ 6 ​ 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total remodels(2) ​ 278 ​ 281 ​ 278 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total supermarket square footage (in millions) 180 182 180 ​ (1)We define an expansion as a project that expands the square footage of a store by at least 5,000 square feet or 15,000 square feet for stores greater than 95,000 square feet prior to the expansion.\"", "Reworded sentence: \"​ Debt Management ​ Total debt, including both the current and long-term portions of obligations under finance leases, decreased $339 million to $17.6 billion as of year-end 2025, compared to year-end 2024.\"", "Reworded sentence: \"In addition, the final delivery under the ASR agreement occurred during the third quarter of 2025, which included the settlement of 10.0 million shares of Kroger common stock.\"", "Reworded sentence: \"​Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity.\"", "Reworded sentence: \"We remain committed to our dividend, and growing our dividend over time, subject to Board approval, as well as our share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy.43 During 2025, we invested $2.7 billion to repurchase 41.8 million shares of Kroger common stock at an average price of $65.21 per share, which includes excise tax on the shares repurchased.\"" ], "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Beginning of year 2,731 2,722 2,719 ​ Opened 16 16 5 ​ Opened (relocation) 4 7 2 ​ Closed (operational) (50) (7) (1) ​ Closed (relocation) (4) (7) (3) ​ End of year 2,697 2,731 2,722 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total expansions(1) ​ 9 ​ 6 ​ 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total remodels(2) ​ 278 ​ 281 ​ 278 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total supermarket square footage (in millions) 180 182 180 ​ (1)We define an expansion as a project that expands the square footage of a store by at least 5,000 square feet or 15,000 square feet for stores greater than 95,000 square feet prior to the expansion. (2)We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. ​ Debt Management ​ Total debt, including both the current and long-term portions of obligations under finance leases, decreased $339 million to $17.6 billion as of year-end 2025, compared to year-end 2024. This decrease was primarily due to a reduction in obligations under finance leases as a result of the cash termination payment to Ocado. ​ Common Share Repurchase Programs ​ On December 23, 2025, we announced that our Board of Directors approved a $2.0 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 2025 Repurchase Program”). ​ On December 11, 2024, we announced that 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 6, 1999, our Board of Directors approved a share repurchase program 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 (the “1999 Repurchase Program”). The 1999 Repurchase Program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises. ​ 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. 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 tax on the shares repurchased. Final delivery under the ASR agreement occurred during the third quarter of 2025. In total, we invested $5.0 billion to repurchase 75.6 million shares of Kroger common stock at an average price of $66.68 per share, which includes excise tax on the shares repurchased. The ASR agreement was completed under the December 2024 Repurchase Program. ​ 42 42 42 During 2025, we invested $2.7 billion to repurchase 41.8 million shares of Kroger common stock at an average price of $65.21 per share, which includes excise tax on the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. In addition, the final delivery under the ASR agreement occurred during the third quarter of 2025, which included the settlement of 10.0 million shares of Kroger common stock. During 2024, we invested $4.2 billion to repurchase 68.4 million shares of Kroger common stock at an average price of $61.31 per share, which includes excise tax on the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. During 2023, we invested $62 million to repurchase 1.3 million shares of Kroger common stock at an average price of $46.98 per share. These shares were reacquired under the 1999 Repurchase Program. ​Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The December 2025 Repurchase Program, the December 2024 Repurchase Program, and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time.​Dividends​The following table provides dividend information for 2025 and 2024 ($ in millions, except per share amounts):​​​​​​​​2025​2024Cash dividends paid$ 885​$ 883Cash dividends paid per common share$ 1.34​$ 1.22​Liquidity Needs​We held cash and temporary cash investments of $3.3 billion, as of the end of 2025. 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 our share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy.43 During 2025, we invested $2.7 billion to repurchase 41.8 million shares of Kroger common stock at an average price of $65.21 per share, which includes excise tax on the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. In addition, the final delivery under the ASR agreement occurred during the third quarter of 2025, which included the settlement of 10.0 million shares of Kroger common stock. During 2024, we invested $4.2 billion to repurchase 68.4 million shares of Kroger common stock at an average price of $61.31 per share, which includes excise tax on the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. During 2023, we invested $62 million to repurchase 1.3 million shares of Kroger common stock at an average price of $46.98 per share. These shares were reacquired under the 1999 Repurchase Program. ​Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The December 2025 Repurchase Program, the December 2024 Repurchase Program, and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time.​Dividends​The following table provides dividend information for 2025 and 2024 ($ in millions, except per share amounts):​​​​​​​​2025​2024Cash dividends paid$ 885​$ 883Cash dividends paid per common share$ 1.34​$ 1.22​Liquidity Needs​We held cash and temporary cash investments of $3.3 billion, as of the end of 2025. 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 our share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy. During 2025, we invested $2.7 billion to repurchase 41.8 million shares of Kroger common stock at an average price of $65.21 per share, which includes excise tax on the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. In addition, the final delivery under the ASR agreement occurred during the third quarter of 2025, which included the settlement of 10.0 million shares of Kroger common stock. During 2024, we invested $4.2 billion to repurchase 68.4 million shares of Kroger common stock at an average price of $61.31 per share, which includes excise tax on the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. During 2023, we invested $62 million to repurchase 1.3 million shares of Kroger common stock at an average price of $46.98 per share. These shares were reacquired under the 1999 Repurchase Program. ​ Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The December 2025 Repurchase Program, the December 2024 Repurchase Program, and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time. ​ Dividends ​ The following table provides dividend information for 2025 and 2024 ($ in millions, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 Cash dividends paid $ 885 ​ $ 883 Cash dividends paid per common share $ 1.34 ​ $ 1.22 ​ Liquidity Needs ​ We held cash and temporary cash investments of $3.3 billion, as of the end of 2025. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to Board approval, as well as our share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy. 43 43 43 The table below summarizes our short-term and long-term material cash requirements, based on year of maturity or settlement, as of January 31, 2026 (in millions of dollars):​​​​​​​​​​​​​​​​​​​​​​​​​ ​ ​ ​2026 ​ ​ ​2027 ​ ​ ​2028 ​ ​ ​2029 ​ ​ ​2030 ​ ​ ​Thereafter ​ ​ ​Total Contractual Obligations(1)(2)​​​​​​​​​​​​​​​​​​​​​​Long-term debt(3)​$ 1,366​$ 606​$ 665​$ 557​$ 1,035​$ 11,646​$ 15,875​Interest on long-term debt(4)​​ 735​​ 705​​ 693​​ 661​​ 636​​ 10,160​​ 13,590​Finance lease obligations​​ 482​​ 165​​ 165​​ 157​​ 149​​ 1,080​​ 2,198​Operating lease obligations​​ 962​​ 914​​ 852​​ 792​​ 742​​ 5,859​​ 10,121​Self-insurance liability(5)​​ 387​​ 161​​ 127​​ 87​​ 52​​ 99​​ 913​Construction commitments(6)​​ 1,071​​ —​​ —​​ —​​ —​​ —​​ 1,071​Opioid settlement payments(7)​​ 140​​ 140​​ 136​​ 126​​ 117​​ 499​​ 1,158​Purchase obligations(8)​​ 992​​ 368​​ 152​​ 102​​ 27​​ 137​​ 1,778​Total​$ 6,135​$ 3,059​$ 2,790​$ 2,482​$ 2,758​$ 29,480​$ 46,704​(1)The contractual obligations table excludes funding of pension and other postretirement benefit obligations, which totaled approximately $35 million in 2025. For additional information about these obligations, see Note 14 to the Consolidated Financial Statements. This table also excludes contributions under various multi-employer pension plans, which totaled $496 million in 2025. For additional information about these multi-employer pension plans, see Note 15 to the Consolidated Financial Statements.(2)The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing of future tax settlements cannot be determined.(3)As of January 31, 2026, we had no outstanding commercial paper and no borrowings under our credit facility.(4)Amounts include contractual interest payments using the interest rate as of January 31, 2026 and stated fixed and swapped interest rates, if applicable, for all other debt instruments.(5)The amounts include self-insurance liabilities related to workers’ compensation claims and general liability claims. Workers’ compensation claims have been stated on a present value basis.(6)Amounts include funds owed to third parties for projects currently under construction. These amounts are reflected in “Accounts payable” in our Consolidated Balance Sheets.(7)Amounts include scheduled opioid settlement commitments. For additional information about our opioid settlement charges, see Note 12 to the Consolidated Financial Statements.(8)Amounts include commitments, many of which are short-term in nature, to be utilized in the normal course of business, such as several contracts to purchase raw materials utilized in our food production plants and several contracts to purchase energy to be used in our stores and food production plants. Our obligations also include management fees for facilities operated by third parties and outside service contracts. Any upfront vendor allowances or incentives associated with outstanding purchase commitments are recorded as either current or long-term liabilities in our Consolidated Balance Sheets. We included our future commitments for customer fulfillment centers for which we have placed an order as of January 31, 2026. We did not include our commitments associated with additional customer fulfillment centers that have not yet been ordered. ​We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of January 31, 2026, cash flows from our operating activities and other sources of liquidity, including borrowings under our commercial paper program and revolving 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, increase capacity of our Delivery solutions, 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 2025, see Note 5 to the Consolidated Financial Statements.​44 The table below summarizes our short-term and long-term material cash requirements, based on year of maturity or settlement, as of January 31, 2026 (in millions of dollars):​​​​​​​​​​​​​​​​​​​​​​​​​ ​ ​ ​2026 ​ ​ ​2027 ​ ​ ​2028 ​ ​ ​2029 ​ ​ ​2030 ​ ​ ​Thereafter ​ ​ ​Total Contractual Obligations(1)(2)​​​​​​​​​​​​​​​​​​​​​​Long-term debt(3)​$ 1,366​$ 606​$ 665​$ 557​$ 1,035​$ 11,646​$ 15,875​Interest on long-term debt(4)​​ 735​​ 705​​ 693​​ 661​​ 636​​ 10,160​​ 13,590​Finance lease obligations​​ 482​​ 165​​ 165​​ 157​​ 149​​ 1,080​​ 2,198​Operating lease obligations​​ 962​​ 914​​ 852​​ 792​​ 742​​ 5,859​​ 10,121​Self-insurance liability(5)​​ 387​​ 161​​ 127​​ 87​​ 52​​ 99​​ 913​Construction commitments(6)​​ 1,071​​ —​​ —​​ —​​ —​​ —​​ 1,071​Opioid settlement payments(7)​​ 140​​ 140​​ 136​​ 126​​ 117​​ 499​​ 1,158​Purchase obligations(8)​​ 992​​ 368​​ 152​​ 102​​ 27​​ 137​​ 1,778​Total​$ 6,135​$ 3,059​$ 2,790​$ 2,482​$ 2,758​$ 29,480​$ 46,704​(1)The contractual obligations table excludes funding of pension and other postretirement benefit obligations, which totaled approximately $35 million in 2025. For additional information about these obligations, see Note 14 to the Consolidated Financial Statements. This table also excludes contributions under various multi-employer pension plans, which totaled $496 million in 2025. For additional information about these multi-employer pension plans, see Note 15 to the Consolidated Financial Statements.(2)The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing of future tax settlements cannot be determined.(3)As of January 31, 2026, we had no outstanding commercial paper and no borrowings under our credit facility.(4)Amounts include contractual interest payments using the interest rate as of January 31, 2026 and stated fixed and swapped interest rates, if applicable, for all other debt instruments.(5)The amounts include self-insurance liabilities related to workers’ compensation claims and general liability claims. Workers’ compensation claims have been stated on a present value basis.(6)Amounts include funds owed to third parties for projects currently under construction. These amounts are reflected in “Accounts payable” in our Consolidated Balance Sheets.(7)Amounts include scheduled opioid settlement commitments. For additional information about our opioid settlement charges, see Note 12 to the Consolidated Financial Statements.(8)Amounts include commitments, many of which are short-term in nature, to be utilized in the normal course of business, such as several contracts to purchase raw materials utilized in our food production plants and several contracts to purchase energy to be used in our stores and food production plants. Our obligations also include management fees for facilities operated by third parties and outside service contracts. Any upfront vendor allowances or incentives associated with outstanding purchase commitments are recorded as either current or long-term liabilities in our Consolidated Balance Sheets. We included our future commitments for customer fulfillment centers for which we have placed an order as of January 31, 2026. We did not include our commitments associated with additional customer fulfillment centers that have not yet been ordered. ​We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of January 31, 2026, cash flows from our operating activities and other sources of liquidity, including borrowings under our commercial paper program and revolving 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, increase capacity of our Delivery solutions, 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 2025, see Note 5 to the Consolidated Financial Statements.​ The table below summarizes our short-term and long-term material cash requirements, based on year of maturity or settlement, as of January 31, 2026 (in millions of dollars): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ Thereafter ​ ​ ​ Total", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Beginning of year 2,722 2,719 2,726 ​ Opened 16 5 3 ​ Opened (relocation) 7 2 1 ​ Closed (operational) (7) (1) (10) ​ Closed (relocation) (7) (3) (1) ​ End of year 2,731 2,722 2,719 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total expansions(1) ​ 6 ​ 3 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Total remodels(2) ​ 210 ​ 278 ​ 231 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total supermarket square footage (in millions) 182 180 179 ​ (1)We define an expansion as a project that expands the square footage of a store by at least 5,000 square feet or 15,000 square feet for stores greater than 95,000 square feet prior to the expansion. (2)We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. ​ Debt Management ​ Total debt, including both the current and long-term portions of obligations under finance leases, increased $5.7 billion to $17.9 billion as of year-end 2024, compared to 2023. This increase resulted primarily from the issuance of $10.5 billion senior notes, partially offset by the payment to redeem $4.7 billion of the senior notes that included a special mandatory redemption feature following the termination of the merger with Albertsons. After the termination of the proposed merger, these net proceeds were primarily used to fund the $5.0 billion ASR program to be completed under our December 2024 Repurchase Program. ​ Common Share Repurchase Programs ​ 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”). The December 2024 Repurchase Program authorization replaced the existing September 2022 Repurchase Program described below. ​ On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “September 2022 Repurchase Program”). No shares were repurchased under the September 2022 authorization. ​ 44 44 44 On December 30, 2021, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “December 2021 Repurchase Program”). The December 2021 Repurchase Program was exhausted during 2022.​On December 6, 1999, the Company announced a program 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”). This program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises.​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.​During 2024, we invested $4.2 billion to repurchase 68.4 million Kroger common shares at an average price of $61.31 per share, which includes excise taxes related to the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. During 2023, we invested $62 million to repurchase 1.3 million Kroger common shares at an average price of $46.98 per share. These shares were reacquired under the 1999 Repurchase Program. During 2022, we invested $993 million to repurchase 19.4 million Kroger common shares at an average price of $51.29 per share. These shares were reacquired under the December 2021 Repurchase Program and the 1999 Repurchase Program.​As of February 1, 2025, there was $2.5 billion remaining under the December 2024 Repurchase Program, which reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December 2024 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time.​Dividends​The following table provides dividend information for 2024 and 2023 ($ in millions, except per share amounts):​​​​​​​​2024​2023Cash dividends paid$ 883​$ 796Cash dividends paid per common share$ 1.22​$ 1.10​Liquidity Needs​We held cash and temporary cash investments of $4.0 billion, as of the end of 2024, which reflects net proceeds from the $10.5 billion senior notes issuance, the payment to redeem $4.7 billion senior notes issued with a mandatory redemption feature following the termination of the merger with Albertsons, our elevated operating performance over the last few years and the commencement of the $5.0 billion ASR program to be completed under our December 2024 Repurchase Program. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to board approval, as well as share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy.45 On December 30, 2021, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “December 2021 Repurchase Program”). The December 2021 Repurchase Program was exhausted during 2022.​On December 6, 1999, the Company announced a program 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”). This program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises.​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.​During 2024, we invested $4.2 billion to repurchase 68.4 million Kroger common shares at an average price of $61.31 per share, which includes excise taxes related to the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. During 2023, we invested $62 million to repurchase 1.3 million Kroger common shares at an average price of $46.98 per share. These shares were reacquired under the 1999 Repurchase Program. During 2022, we invested $993 million to repurchase 19.4 million Kroger common shares at an average price of $51.29 per share. These shares were reacquired under the December 2021 Repurchase Program and the 1999 Repurchase Program.​As of February 1, 2025, there was $2.5 billion remaining under the December 2024 Repurchase Program, which reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December 2024 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time.​Dividends​The following table provides dividend information for 2024 and 2023 ($ in millions, except per share amounts):​​​​​​​​2024​2023Cash dividends paid$ 883​$ 796Cash dividends paid per common share$ 1.22​$ 1.10​Liquidity Needs​We held cash and temporary cash investments of $4.0 billion, as of the end of 2024, which reflects net proceeds from the $10.5 billion senior notes issuance, the payment to redeem $4.7 billion senior notes issued with a mandatory redemption feature following the termination of the merger with Albertsons, our elevated operating performance over the last few years and the commencement of the $5.0 billion ASR program to be completed under our December 2024 Repurchase Program. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to board approval, as well as share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy. On December 30, 2021, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “December 2021 Repurchase Program”). The December 2021 Repurchase Program was exhausted during 2022.​On December 6, 1999, the Company announced a program 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”). This program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises.​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.​During 2024, we invested $4.2 billion to repurchase 68.4 million Kroger common shares at an average price of $61.31 per share, which includes excise taxes related to the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. During 2023, we invested $62 million to repurchase 1.3 million Kroger common shares at an average price of $46.98 per share. These shares were reacquired under the 1999 Repurchase Program. During 2022, we invested $993 million to repurchase 19.4 million Kroger common shares at an average price of $51.29 per share. These shares were reacquired under the December 2021 Repurchase Program and the 1999 Repurchase Program.​As of February 1, 2025, there was $2.5 billion remaining under the December 2024 Repurchase Program, which reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December 2024 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time.​Dividends​The following table provides dividend information for 2024 and 2023 ($ in millions, except per share amounts):​​​​​​​​2024​2023Cash dividends paid$ 883​$ 796Cash dividends paid per common share$ 1.22​$ 1.10​Liquidity Needs​We held cash and temporary cash investments of $4.0 billion, as of the end of 2024, which reflects net proceeds from the $10.5 billion senior notes issuance, the payment to redeem $4.7 billion senior notes issued with a mandatory redemption feature following the termination of the merger with Albertsons, our elevated operating performance over the last few years and the commencement of the $5.0 billion ASR program to be completed under our December 2024 Repurchase Program. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to board approval, as well as share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy. On December 30, 2021, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “December 2021 Repurchase Program”). The December 2021 Repurchase Program was exhausted during 2022. ​ On December 6, 1999, the Company announced a program 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”). This program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises. ​ 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. ​ During 2024, we invested $4.2 billion to repurchase 68.4 million Kroger common shares at an average price of $61.31 per share, which includes excise taxes related to the shares repurchased. These shares were reacquired under the December 2024 Repurchase Program and the 1999 Repurchase Program. During 2023, we invested $62 million to repurchase 1.3 million Kroger common shares at an average price of $46.98 per share. These shares were reacquired under the 1999 Repurchase Program. During 2022, we invested $993 million to repurchase 19.4 million Kroger common shares at an average price of $51.29 per share. These shares were reacquired under the December 2021 Repurchase Program and the 1999 Repurchase Program. ​ As of February 1, 2025, there was $2.5 billion remaining under the December 2024 Repurchase Program, which reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December 2024 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time. ​ Dividends ​ The following table provides dividend information for 2024 and 2023 ($ in millions, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 Cash dividends paid $ 883 ​ $ 796 Cash dividends paid per common share $ 1.22 ​ $ 1.10 ​ Liquidity Needs ​ We held cash and temporary cash investments of $4.0 billion, as of the end of 2024, which reflects net proceeds from the $10.5 billion senior notes issuance, the payment to redeem $4.7 billion senior notes issued with a mandatory redemption feature following the termination of the merger with Albertsons, our elevated operating performance over the last few years and the commencement of the $5.0 billion ASR program to be completed under our December 2024 Repurchase Program. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to board approval, as well as share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy. 45 45 45 The table below summarizes our short-term and long-term material cash requirements, based on year of maturity or settlement, as of February 1, 2025 (in millions of dollars):​​​​​​​​​​​​​​​​​​​​​​​​​ 2025 2026 2027 2028 2029 Thereafter Total Contractual Obligations(1)(2)​​​​​​​​​​​​​​​​​​​​​​Long-term debt(3)​$ 104​$ 1,300​$ 606​$ 675​$ 583​$ 12,641​$ 15,909​Interest on long-term debt(4)​​ 739​​ 712​​ 687​​ 674​​ 624​​ 9,992​​ 13,428​Finance lease obligations​​ 261​​ 262​​ 265​​ 259​​ 255​​ 1,280​​ 2,582​Operating lease obligations​​ 974​​ 921​​ 866​​ 799​​ 734​​ 5,832​​ 10,126​Self-insurance liability(5)​​ 345​​ 158​​ 110​​ 73​​ 42​​ 115​​ 843​Construction commitments(6)​​ 1,031​​ —​​ —​​ —​​ —​​ —​​ 1,031​Opioid settlement payments(7)​​ 283​​ 140​​ 136​​ 140​​ 134​​ 615​​ 1,448​Purchase obligations(8)​​ 700​​ 398​​ 216​​ 122​​ 114​​ 692​​ 2,242​Total​$ 4,437​$ 3,891​$ 2,886​$ 2,742​$ 2,486​$ 31,167​$ 47,609​(1)The contractual obligations table excludes funding of pension and other postretirement benefit obligations, which totaled approximately $37 million in 2024. For additional information about these obligations, see Note 14 to the Consolidated Financial Statements. This table also excludes contributions under various multi-employer pension plans, which totaled $398 million in 2024. For additional information about these multi-employer pension plans, see Note 15 to the Consolidated Financial Statements.(2)The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing of future tax settlements cannot be determined.(3)As of February 1, 2025, we had no outstanding commercial paper and no borrowings under our credit facility.(4)Amounts include contractual interest payments using the interest rate as of February 1, 2025 and stated fixed and swapped interest rates, if applicable, for all other debt instruments.(5)The amounts include self-insurance liabilities related to workers’ compensation claims and general liability claims. Workers’ compensation claims have been stated on a present value basis.(6)Amounts include funds owed to third parties for projects currently under construction. These amounts are reflected in “Accounts payable” in our Consolidated Balance Sheets.(7)Amounts include scheduled opioid settlement commitments. For additional information about our opioid settlement charges, see Note 12 to the Consolidated Financial Statements.(8)Amounts include commitments, many of which are short-term in nature, to be utilized in the normal course of business, such as several contracts to purchase raw materials utilized in our food production plants and several contracts to purchase energy to be used in our stores and food production plants. Our obligations also include management fees for facilities operated by third parties and outside service contracts. Any upfront vendor allowances or incentives associated with outstanding purchase commitments are recorded as either current or long-term liabilities in our Consolidated Balance Sheets. We included our future commitments for customer fulfillment centers for which we have placed an order as of February 1, 2025. We did not include our commitments associated with additional customer fulfillment centers that have not yet been ordered. Future commitments for customer fulfillment centers will grow as we place orders for additional customer fulfillment centers.​We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of February 1, 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 2024, see Note 5 to the Consolidated Financial Statements.​46 The table below summarizes our short-term and long-term material cash requirements, based on year of maturity or settlement, as of February 1, 2025 (in millions of dollars):​​​​​​​​​​​​​​​​​​​​​​​​​ 2025 2026 2027 2028 2029 Thereafter Total Contractual Obligations(1)(2)​​​​​​​​​​​​​​​​​​​​​​Long-term debt(3)​$ 104​$ 1,300​$ 606​$ 675​$ 583​$ 12,641​$ 15,909​Interest on long-term debt(4)​​ 739​​ 712​​ 687​​ 674​​ 624​​ 9,992​​ 13,428​Finance lease obligations​​ 261​​ 262​​ 265​​ 259​​ 255​​ 1,280​​ 2,582​Operating lease obligations​​ 974​​ 921​​ 866​​ 799​​ 734​​ 5,832​​ 10,126​Self-insurance liability(5)​​ 345​​ 158​​ 110​​ 73​​ 42​​ 115​​ 843​Construction commitments(6)​​ 1,031​​ —​​ —​​ —​​ —​​ —​​ 1,031​Opioid settlement payments(7)​​ 283​​ 140​​ 136​​ 140​​ 134​​ 615​​ 1,448​Purchase obligations(8)​​ 700​​ 398​​ 216​​ 122​​ 114​​ 692​​ 2,242​Total​$ 4,437​$ 3,891​$ 2,886​$ 2,742​$ 2,486​$ 31,167​$ 47,609​(1)The contractual obligations table excludes funding of pension and other postretirement benefit obligations, which totaled approximately $37 million in 2024. For additional information about these obligations, see Note 14 to the Consolidated Financial Statements. This table also excludes contributions under various multi-employer pension plans, which totaled $398 million in 2024. For additional information about these multi-employer pension plans, see Note 15 to the Consolidated Financial Statements.(2)The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing of future tax settlements cannot be determined.(3)As of February 1, 2025, we had no outstanding commercial paper and no borrowings under our credit facility.(4)Amounts include contractual interest payments using the interest rate as of February 1, 2025 and stated fixed and swapped interest rates, if applicable, for all other debt instruments.(5)The amounts include self-insurance liabilities related to workers’ compensation claims and general liability claims. Workers’ compensation claims have been stated on a present value basis.(6)Amounts include funds owed to third parties for projects currently under construction. These amounts are reflected in “Accounts payable” in our Consolidated Balance Sheets.(7)Amounts include scheduled opioid settlement commitments. For additional information about our opioid settlement charges, see Note 12 to the Consolidated Financial Statements.(8)Amounts include commitments, many of which are short-term in nature, to be utilized in the normal course of business, such as several contracts to purchase raw materials utilized in our food production plants and several contracts to purchase energy to be used in our stores and food production plants. Our obligations also include management fees for facilities operated by third parties and outside service contracts. Any upfront vendor allowances or incentives associated with outstanding purchase commitments are recorded as either current or long-term liabilities in our Consolidated Balance Sheets. We included our future commitments for customer fulfillment centers for which we have placed an order as of February 1, 2025. We did not include our commitments associated with additional customer fulfillment centers that have not yet been ordered. Future commitments for customer fulfillment centers will grow as we place orders for additional customer fulfillment centers.​We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of February 1, 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 2024, see Note 5 to the Consolidated Financial Statements.​ The table below summarizes our short-term and long-term material cash requirements, based on year of maturity or settlement, as of February 1, 2025 (in millions of dollars):​​​​​​​​​​​​​​​​​​​​​​​​​ 2025 2026 2027 2028 2029 Thereafter Total Contractual Obligations(1)(2)​​​​​​​​​​​​​​​​​​​​​​Long-term debt(3)​$ 104​$ 1,300​$ 606​$ 675​$ 583​$ 12,641​$ 15,909​Interest on long-term debt(4)​​ 739​​ 712​​ 687​​ 674​​ 624​​ 9,992​​ 13,428​Finance lease obligations​​ 261​​ 262​​ 265​​ 259​​ 255​​ 1,280​​ 2,582​Operating lease obligations​​ 974​​ 921​​ 866​​ 799​​ 734​​ 5,832​​ 10,126​Self-insurance liability(5)​​ 345​​ 158​​ 110​​ 73​​ 42​​ 115​​ 843​Construction commitments(6)​​ 1,031​​ —​​ —​​ —​​ —​​ —​​ 1,031​Opioid settlement payments(7)​​ 283​​ 140​​ 136​​ 140​​ 134​​ 615​​ 1,448​Purchase obligations(8)​​ 700​​ 398​​ 216​​ 122​​ 114​​ 692​​ 2,242​Total​$ 4,437​$ 3,891​$ 2,886​$ 2,742​$ 2,486​$ 31,167​$ 47,609​(1)The contractual obligations table excludes funding of pension and other postretirement benefit obligations, which totaled approximately $37 million in 2024. For additional information about these obligations, see Note 14 to the Consolidated Financial Statements. This table also excludes contributions under various multi-employer pension plans, which totaled $398 million in 2024. For additional information about these multi-employer pension plans, see Note 15 to the Consolidated Financial Statements.(2)The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing of future tax settlements cannot be determined.(3)As of February 1, 2025, we had no outstanding commercial paper and no borrowings under our credit facility.(4)Amounts include contractual interest payments using the interest rate as of February 1, 2025 and stated fixed and swapped interest rates, if applicable, for all other debt instruments.(5)The amounts include self-insurance liabilities related to workers’ compensation claims and general liability claims. Workers’ compensation claims have been stated on a present value basis.(6)Amounts include funds owed to third parties for projects currently under construction. These amounts are reflected in “Accounts payable” in our Consolidated Balance Sheets.(7)Amounts include scheduled opioid settlement commitments. For additional information about our opioid settlement charges, see Note 12 to the Consolidated Financial Statements.(8)Amounts include commitments, many of which are short-term in nature, to be utilized in the normal course of business, such as several contracts to purchase raw materials utilized in our food production plants and several contracts to purchase energy to be used in our stores and food production plants. Our obligations also include management fees for facilities operated by third parties and outside service contracts. Any upfront vendor allowances or incentives associated with outstanding purchase commitments are recorded as either current or long-term liabilities in our Consolidated Balance Sheets. We included our future commitments for customer fulfillment centers for which we have placed an order as of February 1, 2025. We did not include our commitments associated with additional customer fulfillment centers that have not yet been ordered. Future commitments for customer fulfillment centers will grow as we place orders for additional customer fulfillment centers.​We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of February 1, 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 2024, see Note 5 to the Consolidated Financial Statements.​ The table below summarizes our short-term and long-term material cash requirements, based on year of maturity or settlement, as of February 1, 2025 (in millions of dollars): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 Thereafter Total" }, { "status": "MODIFIED", "current_title": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "prior_title": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "similarity_score": 0.855, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Years Ended January 31, 2026, February 1, 2025 and February 3, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​\"" ], "current_body": "​ Years Ended January 31, 2026, February 1, 2025 and February 3, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​", "prior_body": "​ Years Ended February 1, 2025, February 3, 2024 and January 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​" }, { "status": "MODIFIED", "current_title": "Total Sales", "prior_title": "Total Sales", "similarity_score": 0.855, "confidence": "high", "key_changes": [ "Reworded sentence: \"($ in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ Percentage ​ ​ ​ 2023 ​ ​ ​ 2025 ​ Change(1) ​ 2024(6) ​ Change(2) ​ 2023(6) ​ Adjusted(3)(6) ​ Total sales to retail customers without fuel(4) ​ $ 132,712 ​ 1.3 % $ 130,973 ​ 0.9 % $ 132,284 ​ $ 129,868 ​ Supermarket fuel sales ​ ​ 13,584 ​ (9.3) % 14,973 ​ (8.4) % ​ 16,621 ​ ​ 16,340 ​ Other sales(5) ​ 1,346 ​ 14.4 % 1,177 ​ 5.1 % ​ 1,134 ​ 1,120 ​ Total sales ​ $ 147,642 ​ 0.4 % $ 147,123 ​ (0.1) % $ 150,039 ​ $ 147,328 ​ ​ Total sales increased in 2025, compared to 2024, by 0.4%.\"", "Reworded sentence: \"Total sales, excluding fuel, Kroger Specialty Pharmacy and the Labor Dispute, increased 3.1% in 2025, compared to 2024, which was primarily due to our identical sales increase, excluding fuel and the Labor Dispute, of 2.9%.\"", "Reworded sentence: \"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; closed facilities in which the delivery occurs in an existing Kroger supermarket geography remain in the identical sales calculation, while closed facilities in which the delivery does not occur in an existing Kroger supermarket geography are excluded from the identical sales calculation starting in the quarter the closure is announced.\"", "Reworded sentence: \"Our identical sales results, excluding fuel, are summarized in the following tables.\"", "Reworded sentence: \"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; closed facilities in which the delivery occurs in an existing Kroger supermarket geography remain in the identical sales calculation, while closed facilities in which the delivery does not occur in an existing Kroger supermarket geography are excluded from the identical sales calculation starting in the quarter the closure is announced.\"" ], "current_body": "($ in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ Percentage ​ ​ ​ 2023 ​ ​ ​ 2025 ​ Change(1) ​ 2024(6) ​ Change(2) ​ 2023(6) ​ Adjusted(3)(6) ​ Total sales to retail customers without fuel(4) ​ $ 132,712 ​ 1.3 % $ 130,973 ​ 0.9 % $ 132,284 ​ $ 129,868 ​ Supermarket fuel sales ​ ​ 13,584 ​ (9.3) % 14,973 ​ (8.4) % ​ 16,621 ​ ​ 16,340 ​ Other sales(5) ​ 1,346 ​ 14.4 % 1,177 ​ 5.1 % ​ 1,134 ​ 1,120 ​ Total sales ​ $ 147,642 ​ 0.4 % $ 147,123 ​ (0.1) % $ 150,039 ​ $ 147,328 ​ ​ Total sales increased in 2025, compared to 2024, by 0.4%. The increase was primarily due to an increase in total sales to retail customers without fuel, partially offset by a decrease in supermarket fuel sales and the sale of Kroger Specialty Pharmacy. Total supermarket fuel sales decreased 9.3% in 2025, compared to 2024, primarily due to a decrease in the average retail fuel price of 6.1% and a decrease in fuel gallons sold of 3.4%. 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 3.1% in 2025, compared to 2024, which was primarily due to our identical sales increase, excluding fuel and the Labor Dispute, of 2.9%. Identical sales, excluding fuel and the Labor Dispute, for 2025, compared to 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 units sold. ​ 32 32 32 We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations and Delivery 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; closed facilities in which the delivery occurs in an existing Kroger supermarket geography remain in the identical sales calculation, while closed facilities in which the delivery does not occur in an existing Kroger supermarket geography are excluded from the identical sales calculation starting in the quarter the closure is announced. 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 2025 and 2024.​Identical Sales($ in millions)​​​​​​​​​​​​​​​​ ​ ​ ​Excluding Adjusted Items(1)​​​​​ ​​2025 ​ ​ ​2024(2) ​ ​ ​2025 ​ ​ ​2024(2)​Excluding fuel​$ 130,966​$ 127,244​$ 131,227​$ 127,575​Excluding fuel​ 2.9% 1.5% 2.9% 1.5%(1)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 2025 and 2024 for stores involved in this labor dispute. (2)Identical sales, excluding fuel, for 2024 were calculated on a 52-week basis by excluding week 1 of fiscal 2023 in our 2023 identical sales base. ​Gross Margin, LIFO and FIFO Gross Margin​Our gross margin rates, as a percentage of sales, were 22.9% in 2025 and 22.3% in 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, sourcing improvements, 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, and increased price investments. ​The following table provides the calculation of gross profit and gross margin in accordance with GAAP:​Gross Margin($ in millions, except percentages)​​​​​​​​​​​​2025​​2024​Sales​$ 147,642​​$ 147,123​Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization​​ 113,240​​​ 113,720​Rent​​ 58​​​ 66​Depreciation and amortization​​ 590​​​ 589​Gross profit​$ 33,754​​$ 32,748​​​​​​​​​​Gross margin​​ 22.9%​​ 22.3%​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 LIFO charge was $157 million in 2025, compared to $95 million in 2024. The increase in the LIFO charge was due to higher product cost inflation for 2025, compared to 2024.33 We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations and Delivery solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We include Kroger Delivery sales from customer fulfillment centers in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters; closed facilities in which the delivery occurs in an existing Kroger supermarket geography remain in the identical sales calculation, while closed facilities in which the delivery does not occur in an existing Kroger supermarket geography are excluded from the identical sales calculation starting in the quarter the closure is announced. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following tables. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for 2025 and 2024.​Identical Sales($ in millions)​​​​​​​​​​​​​​​​ ​ ​ ​Excluding Adjusted Items(1)​​​​​ ​​2025 ​ ​ ​2024(2) ​ ​ ​2025 ​ ​ ​2024(2)​Excluding fuel​$ 130,966​$ 127,244​$ 131,227​$ 127,575​Excluding fuel​ 2.9% 1.5% 2.9% 1.5%(1)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 2025 and 2024 for stores involved in this labor dispute. (2)Identical sales, excluding fuel, for 2024 were calculated on a 52-week basis by excluding week 1 of fiscal 2023 in our 2023 identical sales base. ​Gross Margin, LIFO and FIFO Gross Margin​Our gross margin rates, as a percentage of sales, were 22.9% in 2025 and 22.3% in 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, sourcing improvements, 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, and increased price investments. ​The following table provides the calculation of gross profit and gross margin in accordance with GAAP:​Gross Margin($ in millions, except percentages)​​​​​​​​​​​​2025​​2024​Sales​$ 147,642​​$ 147,123​Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization​​ 113,240​​​ 113,720​Rent​​ 58​​​ 66​Depreciation and amortization​​ 590​​​ 589​Gross profit​$ 33,754​​$ 32,748​​​​​​​​​​Gross margin​​ 22.9%​​ 22.3%​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 LIFO charge was $157 million in 2025, compared to $95 million in 2024. The increase in the LIFO charge was due to higher product cost inflation for 2025, compared to 2024. We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations and Delivery solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We include Kroger Delivery sales from customer fulfillment centers in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters; closed facilities in which the delivery occurs in an existing Kroger supermarket geography remain in the identical sales calculation, while closed facilities in which the delivery does not occur in an existing Kroger supermarket geography are excluded from the identical sales calculation starting in the quarter the closure is announced. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following tables. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for 2025 and 2024. ​", "prior_body": "($ in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ 2023 ​ Percentage ​ ​ ​ ​ 2024 ​ Change(1) ​ 2023(6) ​ Adjusted(2)(6) ​ Change(3) ​ 2022(6) Total sales to retail customers without fuel(4) ​ $ 130,859 ​ 0.8 % $ 132,175 ​ $ 129,759 ​ 0.9 % $ 128,559 Supermarket fuel sales ​ ​ 14,973 ​ (8.4) % 16,621 ​ ​ 16,340 ​ (12.3) % ​ 18,632 Other sales(5) ​ 1,291 ​ 5.0 % 1,243 ​ ​ 1,229 ​ 15.2 % 1,067 Total sales ​ $ 147,123 ​ (0.1) % $ 150,039 ​ $ 147,328 ​ (0.6) % $ 148,258 ​ Total sales decreased in 2024, compared to total 2023 adjusted sales, by 0.1%. Total 2023 adjusted sales represent total sales for 2023 excluding the Extra Week. 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 8.4%, compared to 2023 adjusted supermarket fuel sales, primarily due to a decrease in the average retail fuel price of 5.9% and a decrease in fuel gallons sold of 2.6%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. Total sales, excluding fuel and Kroger Specialty Pharmacy, adjusted for the Extra Week, increased 1.8% in 2024, compared to 2023, which was primarily due to our identical sales increase, excluding fuel, of 1.5%. Identical sales, excluding fuel, for 2024, compared to 2023, increased primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket. ​ Total 2023 adjusted sales decreased in 2023, compared to 2022, by 0.6%. The decrease was primarily due to the decrease in supermarket fuel sales, partially offset by the increase in total sales to retail customers without fuel. Total sales, excluding fuel, adjusted for the Extra Week, increased 1.1% in 2023, compared to 2022, which was primarily due to our identical sales increase, excluding fuel, of 0.9%. Identical sales, excluding fuel, in 2023, compared to 2022, increased primarily due to an increase in the number of loyal households shopping with us and an increase in basket value due to retail inflation, partially offset by a reduction in the number of items in basket and the termination of our agreement with Express Scripts effective December 31, 2022. Identical sales, excluding fuel, would have grown 2.3% in 2023 if not for the approximately $1.8 billion reduction in pharmacy sales from the termination of our agreement with Express Scripts effective December 31, 2022. Total adjusted fuel sales decreased 12.3% in 2023, compared to 2022, primarily due to a decrease in the average retail fuel price of 11.1% and a decrease in fuel gallons sold of 1.5%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. ​ 34 34 34 We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy business and Delivery and Ship solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We define Kroger Specialty Pharmacy business as identical when physical locations have been in operation continuously for five full quarters; discontinued patient therapies are excluded from the identical sales calculation starting in the quarter of transfer or termination. Starting in the first quarter of 2024, Kroger Specialty Pharmacy businesses were not included in identical sales due to being classified as held for sale, while they were included in identical sales in fiscal year 2023. We completed the sale of the Kroger Specialty Pharmacy business during the third quarter of 2024. We include sales from Kroger Delivery 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 table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for 2024 and 2023.​Identical Sales($ in millions)​​​​​​​​​​ 2024(1) 2023(2) Excluding fuel​$ 128,297​$ 126,378​Excluding fuel​ 1.5% 0.9%(1)Identical sales, excluding fuel, for 2024 were calculated on a 52-week basis by excluding week 1 of fiscal 2023 in our 2023 identical sales base. (2)Identical sales, excluding fuel, for 2023 were calculated on a 53-week basis by including week 1 of fiscal year 2023 in our 2022 identical sales base. ​Gross Margin, LIFO and FIFO Gross Margin​Our gross margin rates, as a percentage of sales, were 22.26% in 2024 and 21.83% in 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance, lower shrink and decreased fuel sales, which has a lower gross margin rate, partially offset by lower pharmacy margins. ​The following table provides the calculation of gross profit and gross margin in accordance with GAAP:​Gross Margin($ in millions, except percentages)​​​​​​​​​​​​2024​​2023​Sales​$ 147,123​​$ 150,039​Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization​​ 113,720​​​ 116,675​Rent​​ 66​​​ 68​Depreciation and amortization​​ 589​​​ 541​Gross profit​$ 32,748​​$ 32,755​​​​​​​​​​Gross margin​​ 22.26%​​ 21.83%​Our LIFO charge was $95 million in 2024 and $113 million in 2023. The decrease in our LIFO charge was attributable to lower product cost inflation for 2024 compared to 2023.​35 We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy business and Delivery and Ship solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We define Kroger Specialty Pharmacy business as identical when physical locations have been in operation continuously for five full quarters; discontinued patient therapies are excluded from the identical sales calculation starting in the quarter of transfer or termination. Starting in the first quarter of 2024, Kroger Specialty Pharmacy businesses were not included in identical sales due to being classified as held for sale, while they were included in identical sales in fiscal year 2023. We completed the sale of the Kroger Specialty Pharmacy business during the third quarter of 2024. We include sales from Kroger Delivery from customer fulfillment centers in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for 2024 and 2023.​Identical Sales($ in millions)​​​​​​​​​​ 2024(1) 2023(2) Excluding fuel​$ 128,297​$ 126,378​Excluding fuel​ 1.5% 0.9%(1)Identical sales, excluding fuel, for 2024 were calculated on a 52-week basis by excluding week 1 of fiscal 2023 in our 2023 identical sales base. (2)Identical sales, excluding fuel, for 2023 were calculated on a 53-week basis by including week 1 of fiscal year 2023 in our 2022 identical sales base. ​Gross Margin, LIFO and FIFO Gross Margin​Our gross margin rates, as a percentage of sales, were 22.26% in 2024 and 21.83% in 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance, lower shrink and decreased fuel sales, which has a lower gross margin rate, partially offset by lower pharmacy margins. ​The following table provides the calculation of gross profit and gross margin in accordance with GAAP:​Gross Margin($ in millions, except percentages)​​​​​​​​​​​​2024​​2023​Sales​$ 147,123​​$ 150,039​Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization​​ 113,720​​​ 116,675​Rent​​ 66​​​ 68​Depreciation and amortization​​ 589​​​ 541​Gross profit​$ 32,748​​$ 32,755​​​​​​​​​​Gross margin​​ 22.26%​​ 21.83%​Our LIFO charge was $95 million in 2024 and $113 million in 2023. The decrease in our LIFO charge was attributable to lower product cost inflation for 2024 compared to 2023.​ We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy business and Delivery and Ship solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We define Kroger Specialty Pharmacy business as identical when physical locations have been in operation continuously for five full quarters; discontinued patient therapies are excluded from the identical sales calculation starting in the quarter of transfer or termination. Starting in the first quarter of 2024, Kroger Specialty Pharmacy businesses were not included in identical sales due to being classified as held for sale, while they were included in identical sales in fiscal year 2023. We completed the sale of the Kroger Specialty Pharmacy business during the third quarter of 2024. We include sales from Kroger Delivery from customer fulfillment centers in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for 2024 and 2023.​Identical Sales($ in millions)​​​​​​​​​​ 2024(1) 2023(2) Excluding fuel​$ 128,297​$ 126,378​Excluding fuel​ 1.5% 0.9%(1)Identical sales, excluding fuel, for 2024 were calculated on a 52-week basis by excluding week 1 of fiscal 2023 in our 2023 identical sales base. (2)Identical sales, excluding fuel, for 2023 were calculated on a 53-week basis by including week 1 of fiscal year 2023 in our 2022 identical sales base. ​Gross Margin, LIFO and FIFO Gross Margin​Our gross margin rates, as a percentage of sales, were 22.26% in 2024 and 21.83% in 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance, lower shrink and decreased fuel sales, which has a lower gross margin rate, partially offset by lower pharmacy margins. ​The following table provides the calculation of gross profit and gross margin in accordance with GAAP:​Gross Margin($ in millions, except percentages)​​​​​​​​​​​​2024​​2023​Sales​$ 147,123​​$ 150,039​Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization​​ 113,720​​​ 116,675​Rent​​ 66​​​ 68​Depreciation and amortization​​ 589​​​ 541​Gross profit​$ 32,748​​$ 32,755​​​​​​​​​​Gross margin​​ 22.26%​​ 21.83%​Our LIFO charge was $95 million in 2024 and $113 million in 2023. The decrease in our LIFO charge was attributable to lower product cost inflation for 2024 compared to 2023.​ We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy business and Delivery and Ship solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We define Kroger Specialty Pharmacy business as identical when physical locations have been in operation continuously for five full quarters; discontinued patient therapies are excluded from the identical sales calculation starting in the quarter of transfer or termination. Starting in the first quarter of 2024, Kroger Specialty Pharmacy businesses were not included in identical sales due to being classified as held for sale, while they were included in identical sales in fiscal year 2023. We completed the sale of the Kroger Specialty Pharmacy business during the third quarter of 2024. We include sales from Kroger Delivery 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 table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for 2024 and 2023. ​" }, { "status": "MODIFIED", "current_title": "USE OF NON-GAAP FINANCIAL MEASURES", "prior_title": "USE OF NON-GAAP FINANCIAL MEASURES", "similarity_score": 0.85, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with U.S.\"", "Reworded sentence: \"​ 28 28 28 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.\"", "Reworded sentence: \"Net earnings for 2025 include the following, which we define as the “2025 Adjusted Items:”​●Charges to operating, general and administrative (“OG&A”) of $100 million, $77 million net of tax, for store closures; $161 million, $121 million net of tax, for merger-related litigation and settlement charges; $50 million, $34 million net of tax, for impairment of intangible assets; $47 million, $37 million net of tax, for severance charge and related benefits; $2.5 billion, $1.9 billion net of tax, for fulfillment network impairment and related charges, and credits to OG&A of $6 million, $3 million net of tax, for opioid settlement charges and vendor reserves, and $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 $41 million, $33 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 and a reduction to income tax expense of $34 million from recognizing deferred tax assets related to the sale of our Vitacost.com business (the “2025 Income Tax Expense Adjusted Items”).​●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 2024 include the following, which we define as the “2024 Adjusted Items:”​●Charges to OG&A of $32 million, $24 million net of tax, for severance charge and related benefits, $30 million, $23 million net of tax, for impairment of intangible assets, $25 million, $19 million net of tax, for property losses, $684 million, $489 million net of tax, for merger-related costs, net of a credit to OG&A of $27 million, $21 million net of tax, for opioid settlement charges (the “2024 OG&A Adjusted Items”).​●A loss in other income (expense) of $148 million, $112 million net of tax, for the unrealized loss on investments, a charge to other income (expense) of $34 million, $26 million net of tax, for merger-related net interest expense and a gain in other income (expense) of $79 million, $60 million net of tax, on the sale of Kroger Specialty Pharmacy (the “2024 Other Income (Expense) Adjusted Items”).​●A reduction to income tax expense of $31 million from recognizing deferred tax assets related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”).​Net earnings for 2023 include $179 million, $144 million net of tax, due to the 53rd week in fiscal year 2023 (the “Extra Week”).\"", "Reworded sentence: \"per diluted common share excluding the 2025, 2024 and 2023 Adjusted Items:​Net Earnings per Diluted Share excluding the Adjusted Items($ in millions, except per share amounts)​​​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​2023 Net earnings attributable to The Kroger Co.​$ 1,016​$ 2,665​$ 2,164​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for loss (gain) on investments(1)(2)​​ 33​​ 112​​ (116)​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)​​ —​​ 489​​ 268​Adjustment for merger-related litigation and settlement charges(1)(7)​​ 121​​ —​​ —​Adjustment for property losses(1)(8)​​ —​​ 19​​ —​Adjustment for merger-related net interest expense(1)(9)​​ —​​ 26​​ —​Adjustment for opioid settlement charges and vendor reserves(1)(10)​​ (3)​​ (21)​​ 1,163​Adjustment for the impairment of intangible assets(1)(11)​​ 34​​ 23​​ —​Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12)​​ —​​ (60)​​ —​Adjustment for severance charge and related benefits(1)(13)​​ 37​​ 24​​ —​Adjustment for fulfillment network impairment and related charges(1)(14)​​ 1,908​​ —​​ —​Executive stock compensation for a former executive income tax adjustment​​ (7)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy​​ —​​ (31)​​ —​Adjustment for income tax expense on sale of Vitacost.com​​ (34)​​ —​​ —​Total Adjusted Items​​ 2,183​​ 581​​ 1,315​​​​​​​​​​​​Net earnings attributable to The Kroger Co.\"", "Reworded sentence: \"per diluted common share excluding the 2025, 2024 and 2023 Adjusted Items:​Net Earnings per Diluted Share excluding the Adjusted Items($ in millions, except per share amounts)​​​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​2023 Net earnings attributable to The Kroger Co.​$ 1,016​$ 2,665​$ 2,164​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for loss (gain) on investments(1)(2)​​ 33​​ 112​​ (116)​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)​​ —​​ 489​​ 268​Adjustment for merger-related litigation and settlement charges(1)(7)​​ 121​​ —​​ —​Adjustment for property losses(1)(8)​​ —​​ 19​​ —​Adjustment for merger-related net interest expense(1)(9)​​ —​​ 26​​ —​Adjustment for opioid settlement charges and vendor reserves(1)(10)​​ (3)​​ (21)​​ 1,163​Adjustment for the impairment of intangible assets(1)(11)​​ 34​​ 23​​ —​Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12)​​ —​​ (60)​​ —​Adjustment for severance charge and related benefits(1)(13)​​ 37​​ 24​​ —​Adjustment for fulfillment network impairment and related charges(1)(14)​​ 1,908​​ —​​ —​Executive stock compensation for a former executive income tax adjustment​​ (7)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy​​ —​​ (31)​​ —​Adjustment for income tax expense on sale of Vitacost.com​​ (34)​​ —​​ —​Total Adjusted Items​​ 2,183​​ 581​​ 1,315​​​​​​​​​​​​Net earnings attributable to The Kroger Co.\"" ], "current_body": "​ The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with U.S. 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. ​ 28 28 28 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 2025 include the following, which we define as the “2025 Adjusted Items:”​●Charges to operating, general and administrative (“OG&A”) of $100 million, $77 million net of tax, for store closures; $161 million, $121 million net of tax, for merger-related litigation and settlement charges; $50 million, $34 million net of tax, for impairment of intangible assets; $47 million, $37 million net of tax, for severance charge and related benefits; $2.5 billion, $1.9 billion net of tax, for fulfillment network impairment and related charges, and credits to OG&A of $6 million, $3 million net of tax, for opioid settlement charges and vendor reserves, and $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 $41 million, $33 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 and a reduction to income tax expense of $34 million from recognizing deferred tax assets related to the sale of our Vitacost.com business (the “2025 Income Tax Expense Adjusted Items”).​●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 2024 include the following, which we define as the “2024 Adjusted Items:”​●Charges to OG&A of $32 million, $24 million net of tax, for severance charge and related benefits, $30 million, $23 million net of tax, for impairment of intangible assets, $25 million, $19 million net of tax, for property losses, $684 million, $489 million net of tax, for merger-related costs, net of a credit to OG&A of $27 million, $21 million net of tax, for opioid settlement charges (the “2024 OG&A Adjusted Items”).​●A loss in other income (expense) of $148 million, $112 million net of tax, for the unrealized loss on investments, a charge to other income (expense) of $34 million, $26 million net of tax, for merger-related net interest expense and a gain in other income (expense) of $79 million, $60 million net of tax, on the sale of Kroger Specialty Pharmacy (the “2024 Other Income (Expense) Adjusted Items”).​●A reduction to income tax expense of $31 million from recognizing deferred tax assets related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”).​Net earnings for 2023 include $179 million, $144 million net of tax, due to the 53rd week in fiscal year 2023 (the “Extra Week”). In addition, net earnings for 2023 include the following, which we define as the “2023 Adjusted Items:”​●Charges to OG&A of $316 million, $268 million net of tax, for merger-related costs and $1.5 billion, $1.2 billion net of tax, for opioid settlement charges (the “2023 OG&A Adjusted Items”).​●A gain in other income (expense) of $151 million, $116 million net of tax, for the unrealized gain on investments (the “2023 Other Income (Expense) Adjusted Item”).​29 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 2025 include the following, which we define as the “2025 Adjusted Items:”​●Charges to operating, general and administrative (“OG&A”) of $100 million, $77 million net of tax, for store closures; $161 million, $121 million net of tax, for merger-related litigation and settlement charges; $50 million, $34 million net of tax, for impairment of intangible assets; $47 million, $37 million net of tax, for severance charge and related benefits; $2.5 billion, $1.9 billion net of tax, for fulfillment network impairment and related charges, and credits to OG&A of $6 million, $3 million net of tax, for opioid settlement charges and vendor reserves, and $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 $41 million, $33 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 and a reduction to income tax expense of $34 million from recognizing deferred tax assets related to the sale of our Vitacost.com business (the “2025 Income Tax Expense Adjusted Items”).​●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 2024 include the following, which we define as the “2024 Adjusted Items:”​●Charges to OG&A of $32 million, $24 million net of tax, for severance charge and related benefits, $30 million, $23 million net of tax, for impairment of intangible assets, $25 million, $19 million net of tax, for property losses, $684 million, $489 million net of tax, for merger-related costs, net of a credit to OG&A of $27 million, $21 million net of tax, for opioid settlement charges (the “2024 OG&A Adjusted Items”).​●A loss in other income (expense) of $148 million, $112 million net of tax, for the unrealized loss on investments, a charge to other income (expense) of $34 million, $26 million net of tax, for merger-related net interest expense and a gain in other income (expense) of $79 million, $60 million net of tax, on the sale of Kroger Specialty Pharmacy (the “2024 Other Income (Expense) Adjusted Items”).​●A reduction to income tax expense of $31 million from recognizing deferred tax assets related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”).​Net earnings for 2023 include $179 million, $144 million net of tax, due to the 53rd week in fiscal year 2023 (the “Extra Week”). In addition, net earnings for 2023 include the following, which we define as the “2023 Adjusted Items:”​●Charges to OG&A of $316 million, $268 million net of tax, for merger-related costs and $1.5 billion, $1.2 billion net of tax, for opioid settlement charges (the “2023 OG&A Adjusted Items”).​●A gain in other income (expense) of $151 million, $116 million net of tax, for the unrealized gain on investments (the “2023 Other Income (Expense) Adjusted Item”).​ 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 2025 include the following, which we define as the “2025 Adjusted Items:” ​ ​ ​ ​ ​ Net earnings for 2024 include the following, which we define as the “2024 Adjusted Items:” ​ ​ ​ ​ Net earnings for 2023 include $179 million, $144 million net of tax, due to the 53rd week in fiscal year 2023 (the “Extra Week”). In addition, net earnings for 2023 include the following, which we define as the “2023 Adjusted Items:” ​ ​ ​ 29 29 29 The table below provides a reconciliation of net earnings attributable to The Kroger Co. to adjusted net earnings attributable to The Kroger Co. and a reconciliation of net earnings attributable to The Kroger Co. per diluted common share to adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the 2025, 2024 and 2023 Adjusted Items:​Net Earnings per Diluted Share excluding the Adjusted Items($ in millions, except per share amounts)​​​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​2023 Net earnings attributable to The Kroger Co.​$ 1,016​$ 2,665​$ 2,164​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for loss (gain) on investments(1)(2)​​ 33​​ 112​​ (116)​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)​​ —​​ 489​​ 268​Adjustment for merger-related litigation and settlement charges(1)(7)​​ 121​​ —​​ —​Adjustment for property losses(1)(8)​​ —​​ 19​​ —​Adjustment for merger-related net interest expense(1)(9)​​ —​​ 26​​ —​Adjustment for opioid settlement charges and vendor reserves(1)(10)​​ (3)​​ (21)​​ 1,163​Adjustment for the impairment of intangible assets(1)(11)​​ 34​​ 23​​ —​Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12)​​ —​​ (60)​​ —​Adjustment for severance charge and related benefits(1)(13)​​ 37​​ 24​​ —​Adjustment for fulfillment network impairment and related charges(1)(14)​​ 1,908​​ —​​ —​Executive stock compensation for a former executive income tax adjustment​​ (7)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy​​ —​​ (31)​​ —​Adjustment for income tax expense on sale of Vitacost.com​​ (34)​​ —​​ —​Total Adjusted Items​​ 2,183​​ 581​​ 1,315​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items​$ 3,199​$ 3,246​$ 3,479​​​​​​​​​​​​Extra Week adjustment(1)(15)​​ —​​ —​​ (144)​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items and the Extra Week adjustment​$ 3,199​$ 3,246​$ 3,335​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​$ 1.54​$ 3.67​$ 2.96​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for (gain) loss on investments(16)​ 0.05​ 0.15​ (0.17)​Adjustment for labor dispute charges(16)​​ 0.05​​ —​​ —​Adjustment for store closures(16)​​ 0.12​​ —​​ —​Adjustment for executive stock compensation for a former executive(16)​​ (0.03)​​ —​​ —​Adjustment for merger-related costs(16)​​ —​​ 0.67​​ 0.37​Adjustment for merger-related litigation and settlement charges(16)​​ 0.18​​ —​​ —​Adjustment for property losses(16)​​ —​​ 0.03​​ —​Adjustment for merger-related net interest expense(16)​​ —​​ 0.04​​ —​Adjustment for opioid settlement charges and vendor reserves(16)​​ (0.01)​​ (0.03)​​ 1.60​Adjustment for the impairment of intangible assets(16)​​ 0.05​​ 0.03​​ —​Adjustment for gain on sale of Kroger Specialty Pharmacy(16)​​ —​​ (0.08)​​ —​Adjustment for severance charge and related benefits(16)​​ 0.05​​ 0.03​​ —​Adjustment for fulfillment network impairment and related charges(16)​​ 2.91​​ —​​ —​Executive stock compensation for a former executive income tax adjustment(16)​​ (0.01)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy(16)​​ —​​ (0.04)​​ —​Adjustment for income tax expense on sale of Vitacost.com(16)​​ (0.05)​​ —​​ —​Total Adjusted Items​​ 3.31​​ 0.80​​ 1.80​​​ ​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items​$ 4.85​$ 4.47​$ 4.76​​​​​​​​​​​​Extra Week adjustment(16)​​ —​​ —​​ (0.20)​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment​$ 4.85​$ 4.47​$ 4.56​​​​​​​​​​​​Average numbers of common shares used in diluted calculation​ 655​​ 720​​ 725​30 The table below 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, 2024 and 2023 Adjusted Items:​Net Earnings per Diluted Share excluding the Adjusted Items($ in millions, except per share amounts)​​​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​2023 Net earnings attributable to The Kroger Co.​$ 1,016​$ 2,665​$ 2,164​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for loss (gain) on investments(1)(2)​​ 33​​ 112​​ (116)​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)​​ —​​ 489​​ 268​Adjustment for merger-related litigation and settlement charges(1)(7)​​ 121​​ —​​ —​Adjustment for property losses(1)(8)​​ —​​ 19​​ —​Adjustment for merger-related net interest expense(1)(9)​​ —​​ 26​​ —​Adjustment for opioid settlement charges and vendor reserves(1)(10)​​ (3)​​ (21)​​ 1,163​Adjustment for the impairment of intangible assets(1)(11)​​ 34​​ 23​​ —​Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12)​​ —​​ (60)​​ —​Adjustment for severance charge and related benefits(1)(13)​​ 37​​ 24​​ —​Adjustment for fulfillment network impairment and related charges(1)(14)​​ 1,908​​ —​​ —​Executive stock compensation for a former executive income tax adjustment​​ (7)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy​​ —​​ (31)​​ —​Adjustment for income tax expense on sale of Vitacost.com​​ (34)​​ —​​ —​Total Adjusted Items​​ 2,183​​ 581​​ 1,315​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items​$ 3,199​$ 3,246​$ 3,479​​​​​​​​​​​​Extra Week adjustment(1)(15)​​ —​​ —​​ (144)​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items and the Extra Week adjustment​$ 3,199​$ 3,246​$ 3,335​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​$ 1.54​$ 3.67​$ 2.96​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for (gain) loss on investments(16)​ 0.05​ 0.15​ (0.17)​Adjustment for labor dispute charges(16)​​ 0.05​​ —​​ —​Adjustment for store closures(16)​​ 0.12​​ —​​ —​Adjustment for executive stock compensation for a former executive(16)​​ (0.03)​​ —​​ —​Adjustment for merger-related costs(16)​​ —​​ 0.67​​ 0.37​Adjustment for merger-related litigation and settlement charges(16)​​ 0.18​​ —​​ —​Adjustment for property losses(16)​​ —​​ 0.03​​ —​Adjustment for merger-related net interest expense(16)​​ —​​ 0.04​​ —​Adjustment for opioid settlement charges and vendor reserves(16)​​ (0.01)​​ (0.03)​​ 1.60​Adjustment for the impairment of intangible assets(16)​​ 0.05​​ 0.03​​ —​Adjustment for gain on sale of Kroger Specialty Pharmacy(16)​​ —​​ (0.08)​​ —​Adjustment for severance charge and related benefits(16)​​ 0.05​​ 0.03​​ —​Adjustment for fulfillment network impairment and related charges(16)​​ 2.91​​ —​​ —​Executive stock compensation for a former executive income tax adjustment(16)​​ (0.01)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy(16)​​ —​​ (0.04)​​ —​Adjustment for income tax expense on sale of Vitacost.com(16)​​ (0.05)​​ —​​ —​Total Adjusted Items​​ 3.31​​ 0.80​​ 1.80​​​ ​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items​$ 4.85​$ 4.47​$ 4.76​​​​​​​​​​​​Extra Week adjustment(16)​​ —​​ —​​ (0.20)​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment​$ 4.85​$ 4.47​$ 4.56​​​​​​​​​​​​Average numbers of common shares used in diluted calculation​ 655​​ 720​​ 725​ The table below 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, 2024 and 2023 Adjusted Items: ​", "prior_body": "​ 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 2024 include the following, which we define as the “2024 Adjusted Items:” ​ ​ ​ ​ 30 30 30 Net earnings for 2023 include $179 million, $144 million net of tax, due to the Extra Week. In addition, net earnings for 2023 include the following, which we define as the “2023 Adjusted Items:”​●Charges to OG&A of $316 million, $268 million net of tax, for merger related costs and $1.5 billion, $1.2 billion net of tax, for opioid settlement charges (the “2023 OG&A Adjusted Items”).​●A gain in other income (expense) of $151 million, $116 million net of tax, for the unrealized gain on investments (the “2023 Other Income (Expense) Adjusted Item”).​Net earnings for 2022 include the following, which we define as the “2022 Adjusted Items:”​●Charges to OG&A of $25 million, $19 million net of tax, for obligations related to withdrawal liabilities for certain multi-employer pension funds, $20 million, $15 million net of tax, for the revaluation of Home Chef contingent consideration, $44 million, $34 million net of tax, for merger related costs, $85 million, $67 million net of tax, for opioid settlement charges and $164 million for goodwill and fixed asset impairment charges related to Vitacost.com (the “2022 OG&A Adjusted Items”).​●Losses in other income (expense) of $728 million, $561 million net of tax, for the unrealized loss on investments (the “2022 Other Income (Expense) Adjusted Item”).​31 Net earnings for 2023 include $179 million, $144 million net of tax, due to the Extra Week. In addition, net earnings for 2023 include the following, which we define as the “2023 Adjusted Items:”​●Charges to OG&A of $316 million, $268 million net of tax, for merger related costs and $1.5 billion, $1.2 billion net of tax, for opioid settlement charges (the “2023 OG&A Adjusted Items”).​●A gain in other income (expense) of $151 million, $116 million net of tax, for the unrealized gain on investments (the “2023 Other Income (Expense) Adjusted Item”).​Net earnings for 2022 include the following, which we define as the “2022 Adjusted Items:”​●Charges to OG&A of $25 million, $19 million net of tax, for obligations related to withdrawal liabilities for certain multi-employer pension funds, $20 million, $15 million net of tax, for the revaluation of Home Chef contingent consideration, $44 million, $34 million net of tax, for merger related costs, $85 million, $67 million net of tax, for opioid settlement charges and $164 million for goodwill and fixed asset impairment charges related to Vitacost.com (the “2022 OG&A Adjusted Items”).​●Losses in other income (expense) of $728 million, $561 million net of tax, for the unrealized loss on investments (the “2022 Other Income (Expense) Adjusted Item”).​ Net earnings for 2023 include $179 million, $144 million net of tax, due to the Extra Week. In addition, net earnings for 2023 include the following, which we define as the “2023 Adjusted Items:”​●Charges to OG&A of $316 million, $268 million net of tax, for merger related costs and $1.5 billion, $1.2 billion net of tax, for opioid settlement charges (the “2023 OG&A Adjusted Items”).​●A gain in other income (expense) of $151 million, $116 million net of tax, for the unrealized gain on investments (the “2023 Other Income (Expense) Adjusted Item”).​Net earnings for 2022 include the following, which we define as the “2022 Adjusted Items:”​●Charges to OG&A of $25 million, $19 million net of tax, for obligations related to withdrawal liabilities for certain multi-employer pension funds, $20 million, $15 million net of tax, for the revaluation of Home Chef contingent consideration, $44 million, $34 million net of tax, for merger related costs, $85 million, $67 million net of tax, for opioid settlement charges and $164 million for goodwill and fixed asset impairment charges related to Vitacost.com (the “2022 OG&A Adjusted Items”).​●Losses in other income (expense) of $728 million, $561 million net of tax, for the unrealized loss on investments (the “2022 Other Income (Expense) Adjusted Item”).​ Net earnings for 2023 include $179 million, $144 million net of tax, due to the Extra Week. In addition, net earnings for 2023 include the following, which we define as the “2023 Adjusted Items:” ​ ​ ​ Net earnings for 2022 include the following, which we define as the “2022 Adjusted Items:” ​ ​ ​ 31 31 31 The table below provides a reconciliation of net earnings attributable to The Kroger Co. to adjusted net earnings attributable to The Kroger Co. and a reconciliation of net earnings attributable to The Kroger Co. per diluted common share to adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the 2024, 2023 and 2022 Adjusted Items:​Net Earnings per Diluted Share excluding the Adjusted Items($ in millions, except per share amounts)​​​​​​​​​​​​​ 2024 2023 2022 Net earnings attributable to The Kroger Co.​$ 2,665​$ 2,164​$ 2,244​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for pension plan withdrawal liabilities(1)(2)​​ —​​ —​​ 19​Adjustment for loss (gain) on investments(1)(3)​ 112​ (116)​​ 561​Adjustment for Home Chef contingent consideration(1)(4)​​ —​​ —​​ 15​Adjustment for severance charge and related benefits(1)(5)​​ 24​​ —​​ —​Adjustment for impairment of intangible assets(1)(6)​​ 23​​ —​​ —​Adjustment for property losses(1)(7)​​ 19​​ —​​ —​Adjustment for merger-related costs(1)(8)​​ 489​​ 268​​ 34​Adjustment for merger-related net interest expense(1)(9)​​ 26​​ —​​ —​Adjustment for opioid settlement charges(1)(10)​​ (21)​​ 1,163​​ 67​Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(1)(11)​​ —​​ —​​ 164​Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12)​​ (60)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy​​ (31)​​ —​​ —​Total Adjusted Items​​ 581​​ 1,315​​ 860​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items​$ 3,246​$ 3,479​$ 3,104​​​​​​​​​​​​Extra Week adjustment(1)(13)​​ —​​ (144)​​ —​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items and the Extra Week adjustment​$ 3,246​$ 3,335​$ 3,104​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​$ 3.67​$ 2.96​$ 3.06​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for pension plan withdrawal liabilities(14)​ —​ —​ 0.03​Adjustment for loss (gain) on investments(14)​​ 0.15​​ (0.17)​​ 0.76​Adjustment for Home Chef contingent consideration(14)​​ —​​ —​​ 0.02​Adjustment for severance charge and related benefits(14)​​ 0.03​​ —​​ —​Adjustment for impairment of intangible assets(14)​​ 0.03​​ —​​ —​Adjustment for property losses(14)​​ 0.03​​ —​​ —​Adjustment for merger-related costs(14)​​ 0.67​​ 0.37​​ 0.05​Adjustment for merger-related net interest expense(14)​​ 0.04​​ —​​ —​Adjustment for opioid settlement charges(14)​​ (0.03)​​ 1.60​​ 0.09​Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(14)​​ —​​ —​​ 0.22​Adjustment for gain on sale of Kroger Specialty Pharmacy(14)​​ (0.08)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy(14)​​ (0.04)​​ —​​ —​Total Adjusted Items​​ 0.80​​ 1.80​​ 1.17​​​ ​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items​$ 4.47​$ 4.76​$ 4.23​​​​​​​​​​​​Extra Week adjustment(14)​​ —​​ (0.20)​​ —​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment​$ 4.47​$ 4.56​$ 4.23​​​​​​​​​​​​Average numbers of common shares used in diluted calculation​ 720​ 725​ 727​​32 The table below 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 2024, 2023 and 2022 Adjusted Items:​Net Earnings per Diluted Share excluding the Adjusted Items($ in millions, except per share amounts)​​​​​​​​​​​​​ 2024 2023 2022 Net earnings attributable to The Kroger Co.​$ 2,665​$ 2,164​$ 2,244​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for pension plan withdrawal liabilities(1)(2)​​ —​​ —​​ 19​Adjustment for loss (gain) on investments(1)(3)​ 112​ (116)​​ 561​Adjustment for Home Chef contingent consideration(1)(4)​​ —​​ —​​ 15​Adjustment for severance charge and related benefits(1)(5)​​ 24​​ —​​ —​Adjustment for impairment of intangible assets(1)(6)​​ 23​​ —​​ —​Adjustment for property losses(1)(7)​​ 19​​ —​​ —​Adjustment for merger-related costs(1)(8)​​ 489​​ 268​​ 34​Adjustment for merger-related net interest expense(1)(9)​​ 26​​ —​​ —​Adjustment for opioid settlement charges(1)(10)​​ (21)​​ 1,163​​ 67​Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(1)(11)​​ —​​ —​​ 164​Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12)​​ (60)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy​​ (31)​​ —​​ —​Total Adjusted Items​​ 581​​ 1,315​​ 860​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items​$ 3,246​$ 3,479​$ 3,104​​​​​​​​​​​​Extra Week adjustment(1)(13)​​ —​​ (144)​​ —​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items and the Extra Week adjustment​$ 3,246​$ 3,335​$ 3,104​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​$ 3.67​$ 2.96​$ 3.06​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for pension plan withdrawal liabilities(14)​ —​ —​ 0.03​Adjustment for loss (gain) on investments(14)​​ 0.15​​ (0.17)​​ 0.76​Adjustment for Home Chef contingent consideration(14)​​ —​​ —​​ 0.02​Adjustment for severance charge and related benefits(14)​​ 0.03​​ —​​ —​Adjustment for impairment of intangible assets(14)​​ 0.03​​ —​​ —​Adjustment for property losses(14)​​ 0.03​​ —​​ —​Adjustment for merger-related costs(14)​​ 0.67​​ 0.37​​ 0.05​Adjustment for merger-related net interest expense(14)​​ 0.04​​ —​​ —​Adjustment for opioid settlement charges(14)​​ (0.03)​​ 1.60​​ 0.09​Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(14)​​ —​​ —​​ 0.22​Adjustment for gain on sale of Kroger Specialty Pharmacy(14)​​ (0.08)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy(14)​​ (0.04)​​ —​​ —​Total Adjusted Items​​ 0.80​​ 1.80​​ 1.17​​​ ​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items​$ 4.47​$ 4.76​$ 4.23​​​​​​​​​​​​Extra Week adjustment(14)​​ —​​ (0.20)​​ —​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment​$ 4.47​$ 4.56​$ 4.23​​​​​​​​​​​​Average numbers of common shares used in diluted calculation​ 720​ 725​ 727​​ The table below 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 2024, 2023 and 2022 Adjusted Items:​Net Earnings per Diluted Share excluding the Adjusted Items($ in millions, except per share amounts)​​​​​​​​​​​​​ 2024 2023 2022 Net earnings attributable to The Kroger Co.​$ 2,665​$ 2,164​$ 2,244​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for pension plan withdrawal liabilities(1)(2)​​ —​​ —​​ 19​Adjustment for loss (gain) on investments(1)(3)​ 112​ (116)​​ 561​Adjustment for Home Chef contingent consideration(1)(4)​​ —​​ —​​ 15​Adjustment for severance charge and related benefits(1)(5)​​ 24​​ —​​ —​Adjustment for impairment of intangible assets(1)(6)​​ 23​​ —​​ —​Adjustment for property losses(1)(7)​​ 19​​ —​​ —​Adjustment for merger-related costs(1)(8)​​ 489​​ 268​​ 34​Adjustment for merger-related net interest expense(1)(9)​​ 26​​ —​​ —​Adjustment for opioid settlement charges(1)(10)​​ (21)​​ 1,163​​ 67​Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(1)(11)​​ —​​ —​​ 164​Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12)​​ (60)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy​​ (31)​​ —​​ —​Total Adjusted Items​​ 581​​ 1,315​​ 860​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items​$ 3,246​$ 3,479​$ 3,104​​​​​​​​​​​​Extra Week adjustment(1)(13)​​ —​​ (144)​​ —​​​​​​​​​​​​Net earnings attributable to The Kroger Co. excluding the Adjusted Items and the Extra Week adjustment​$ 3,246​$ 3,335​$ 3,104​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​$ 3.67​$ 2.96​$ 3.06​​​​​​​​​​​​(Income) expense adjustments​​​​​​​​​​Adjustment for pension plan withdrawal liabilities(14)​ —​ —​ 0.03​Adjustment for loss (gain) on investments(14)​​ 0.15​​ (0.17)​​ 0.76​Adjustment for Home Chef contingent consideration(14)​​ —​​ —​​ 0.02​Adjustment for severance charge and related benefits(14)​​ 0.03​​ —​​ —​Adjustment for impairment of intangible assets(14)​​ 0.03​​ —​​ —​Adjustment for property losses(14)​​ 0.03​​ —​​ —​Adjustment for merger-related costs(14)​​ 0.67​​ 0.37​​ 0.05​Adjustment for merger-related net interest expense(14)​​ 0.04​​ —​​ —​Adjustment for opioid settlement charges(14)​​ (0.03)​​ 1.60​​ 0.09​Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(14)​​ —​​ —​​ 0.22​Adjustment for gain on sale of Kroger Specialty Pharmacy(14)​​ (0.08)​​ —​​ —​Adjustment for income tax expense on sale of Kroger Specialty Pharmacy(14)​​ (0.04)​​ —​​ —​Total Adjusted Items​​ 0.80​​ 1.80​​ 1.17​​​ ​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items​$ 4.47​$ 4.76​$ 4.23​​​​​​​​​​​​Extra Week adjustment(14)​​ —​​ (0.20)​​ —​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment​$ 4.47​$ 4.56​$ 4.23​​​​​​​​​​​​Average numbers of common shares used in diluted calculation​ 720​ 725​ 727​​ The table below 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 2024, 2023 and 2022 Adjusted Items: ​" }, { "status": "MODIFIED", "current_title": "RETURN ON INVESTED CAPITAL", "prior_title": "RETURN ON INVESTED CAPITAL", "similarity_score": 0.847, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ 36 36 36 The following table provides a calculation of ROIC for 2025 and 2024 on a 52 week basis ($ in millions):​​​​​​​​​​​Fiscal Year Ended​​​January 31,​February 1,​​ ​ ​ ​2026​2025 Return on Invested Capital​​​​​​​Numerator​​​​​​​Operating profit​$ 1,890​$ 3,849​LIFO charge​ 157​ 95​Depreciation and amortization​ 3,332​ 3,246​Rent​ 872​ 877​Adjustment for labor dispute charges​​ 44​​ —​Adjustment for store closures​​ 100​​ —​Adjustment for executive stock compensation for a former executive​​ (21)​​ —​Adjustment for merger-related costs​​ —​​ 684​Adjustment for merger-related litigation and settlement charges​​ 161​​ —​Adjustment for property losses​​ —​​ 25​Adjustment for opioid settlement charges and vendor reserves​​ (6)​​ (27)​Adjustment for impairment of intangible assets​​ 50​​ 30​Adjustment for severance charge and related benefits​​ 47​​ 32​Adjustment for fulfillment network impairment and related charges​​ 2,497​​ —​Adjusted ROIC operating profit​$ 9,123​$ 8,811​​​​​​​​​Denominator​​​​​​​Average total assets​$ 51,285​$ 51,561​Average taxes receivable(1)​ (141)​ (124)​Average LIFO reserve​ 2,479​ 2,357​Average accumulated depreciation and amortization(2)​ 35,525​ 33,397​Average accounts payable​ (10,306)​ (10,253)​Average accrued salaries and wages​ (1,299)​ (1,327)​Average other current liabilities​ (3,751)​ (3,551)​Average invested capital​$ 73,792​$ 72,060​Return on Invested Capital​ 12.36% 12.23%(1)Taxes receivable were $198 as of January 31, 2026, $84 as of February 1, 2025 and $163 as of February 3, 2024.(2)Accumulated depreciation and amortization includes depreciation for property, plant and equipment and amortization for definite-lived intangible assets.​CRITICAL ACCOUNTING ESTIMATES​We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner.\"", "Reworded sentence: \"Actual results could differ from those estimates.​We believe the following accounting estimates are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.​37 The following table provides a calculation of ROIC for 2025 and 2024 on a 52 week basis ($ in millions):​​​​​​​​​​​Fiscal Year Ended​​​January 31,​February 1,​​ ​ ​ ​2026​2025 Return on Invested Capital​​​​​​​Numerator​​​​​​​Operating profit​$ 1,890​$ 3,849​LIFO charge​ 157​ 95​Depreciation and amortization​ 3,332​ 3,246​Rent​ 872​ 877​Adjustment for labor dispute charges​​ 44​​ —​Adjustment for store closures​​ 100​​ —​Adjustment for executive stock compensation for a former executive​​ (21)​​ —​Adjustment for merger-related costs​​ —​​ 684​Adjustment for merger-related litigation and settlement charges​​ 161​​ —​Adjustment for property losses​​ —​​ 25​Adjustment for opioid settlement charges and vendor reserves​​ (6)​​ (27)​Adjustment for impairment of intangible assets​​ 50​​ 30​Adjustment for severance charge and related benefits​​ 47​​ 32​Adjustment for fulfillment network impairment and related charges​​ 2,497​​ —​Adjusted ROIC operating profit​$ 9,123​$ 8,811​​​​​​​​​Denominator​​​​​​​Average total assets​$ 51,285​$ 51,561​Average taxes receivable(1)​ (141)​ (124)​Average LIFO reserve​ 2,479​ 2,357​Average accumulated depreciation and amortization(2)​ 35,525​ 33,397​Average accounts payable​ (10,306)​ (10,253)​Average accrued salaries and wages​ (1,299)​ (1,327)​Average other current liabilities​ (3,751)​ (3,551)​Average invested capital​$ 73,792​$ 72,060​Return on Invested Capital​ 12.36% 12.23%(1)Taxes receivable were $198 as of January 31, 2026, $84 as of February 1, 2025 and $163 as of February 3, 2024.(2)Accumulated depreciation and amortization includes depreciation for property, plant and equipment and amortization for definite-lived intangible assets.​CRITICAL ACCOUNTING ESTIMATES​We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner.\"", "Reworded sentence: \"Actual results could differ from those estimates.​We believe the following accounting estimates are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.​ The following table provides a calculation of ROIC for 2025 and 2024 on a 52 week basis ($ in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​\"" ], "current_body": "​ We calculate return on invested capital (“ROIC”) by dividing adjusted ROIC operating profit for the prior four quarters by the average invested capital. Adjusted operating profit for ROIC purposes is calculated by excluding certain items included in operating profit, and adding back our LIFO charge, depreciation and amortization and rent to our U.S. GAAP operating profit of the prior four quarters. Average invested capital is calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve and (iii) the average accumulated depreciation and amortization; minus (i) the average taxes receivable, (ii) the average accounts payable, (iii) the average accrued salaries and wages and (iv) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. ROIC is a non-GAAP financial measure of performance. ROIC should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital. Management believes ROIC is a useful metric to investors and analysts because it measures how effectively we are deploying our assets. ​ Although ROIC is a relatively standard financial term, numerous methods exist for calculating a company’s ROIC. As a result, the method used by our management to calculate ROIC may differ from methods other companies use to calculate their ROIC. We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies. ​ 36 36 36 The following table provides a calculation of ROIC for 2025 and 2024 on a 52 week basis ($ in millions):​​​​​​​​​​​Fiscal Year Ended​​​January 31,​February 1,​​ ​ ​ ​2026​2025 Return on Invested Capital​​​​​​​Numerator​​​​​​​Operating profit​$ 1,890​$ 3,849​LIFO charge​ 157​ 95​Depreciation and amortization​ 3,332​ 3,246​Rent​ 872​ 877​Adjustment for labor dispute charges​​ 44​​ —​Adjustment for store closures​​ 100​​ —​Adjustment for executive stock compensation for a former executive​​ (21)​​ —​Adjustment for merger-related costs​​ —​​ 684​Adjustment for merger-related litigation and settlement charges​​ 161​​ —​Adjustment for property losses​​ —​​ 25​Adjustment for opioid settlement charges and vendor reserves​​ (6)​​ (27)​Adjustment for impairment of intangible assets​​ 50​​ 30​Adjustment for severance charge and related benefits​​ 47​​ 32​Adjustment for fulfillment network impairment and related charges​​ 2,497​​ —​Adjusted ROIC operating profit​$ 9,123​$ 8,811​​​​​​​​​Denominator​​​​​​​Average total assets​$ 51,285​$ 51,561​Average taxes receivable(1)​ (141)​ (124)​Average LIFO reserve​ 2,479​ 2,357​Average accumulated depreciation and amortization(2)​ 35,525​ 33,397​Average accounts payable​ (10,306)​ (10,253)​Average accrued salaries and wages​ (1,299)​ (1,327)​Average other current liabilities​ (3,751)​ (3,551)​Average invested capital​$ 73,792​$ 72,060​Return on Invested Capital​ 12.36% 12.23%(1)Taxes receivable were $198 as of January 31, 2026, $84 as of February 1, 2025 and $163 as of February 3, 2024.(2)Accumulated depreciation and amortization includes depreciation for property, plant and equipment and amortization for definite-lived intangible assets.​CRITICAL ACCOUNTING ESTIMATES​We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements.​The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.​We believe the following accounting estimates are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.​37 The following table provides a calculation of ROIC for 2025 and 2024 on a 52 week basis ($ in millions):​​​​​​​​​​​Fiscal Year Ended​​​January 31,​February 1,​​ ​ ​ ​2026​2025 Return on Invested Capital​​​​​​​Numerator​​​​​​​Operating profit​$ 1,890​$ 3,849​LIFO charge​ 157​ 95​Depreciation and amortization​ 3,332​ 3,246​Rent​ 872​ 877​Adjustment for labor dispute charges​​ 44​​ —​Adjustment for store closures​​ 100​​ —​Adjustment for executive stock compensation for a former executive​​ (21)​​ —​Adjustment for merger-related costs​​ —​​ 684​Adjustment for merger-related litigation and settlement charges​​ 161​​ —​Adjustment for property losses​​ —​​ 25​Adjustment for opioid settlement charges and vendor reserves​​ (6)​​ (27)​Adjustment for impairment of intangible assets​​ 50​​ 30​Adjustment for severance charge and related benefits​​ 47​​ 32​Adjustment for fulfillment network impairment and related charges​​ 2,497​​ —​Adjusted ROIC operating profit​$ 9,123​$ 8,811​​​​​​​​​Denominator​​​​​​​Average total assets​$ 51,285​$ 51,561​Average taxes receivable(1)​ (141)​ (124)​Average LIFO reserve​ 2,479​ 2,357​Average accumulated depreciation and amortization(2)​ 35,525​ 33,397​Average accounts payable​ (10,306)​ (10,253)​Average accrued salaries and wages​ (1,299)​ (1,327)​Average other current liabilities​ (3,751)​ (3,551)​Average invested capital​$ 73,792​$ 72,060​Return on Invested Capital​ 12.36% 12.23%(1)Taxes receivable were $198 as of January 31, 2026, $84 as of February 1, 2025 and $163 as of February 3, 2024.(2)Accumulated depreciation and amortization includes depreciation for property, plant and equipment and amortization for definite-lived intangible assets.​CRITICAL ACCOUNTING ESTIMATES​We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements.​The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.​We believe the following accounting estimates are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.​ The following table provides a calculation of ROIC for 2025 and 2024 on a 52 week basis ($ in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ We calculate return on invested capital (“ROIC”) by dividing adjusted ROIC operating profit for the prior four quarters by the average invested capital. Adjusted operating profit for ROIC purposes is calculated by excluding certain items included in operating profit, and adding back our LIFO charge, depreciation and amortization and rent to our U.S. GAAP operating profit of the prior four quarters. Average invested capital is calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve and (iii) the average accumulated depreciation and amortization; minus (i) the average taxes receivable, (ii) the average accounts payable, (iii) the average accrued salaries and wages and (iv) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. ROIC is a non-GAAP financial measure of performance. ROIC should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital. Management believes ROIC is a useful metric to investors and analysts because it measures how effectively we are deploying our assets. ​ Although ROIC is a relatively standard financial term, numerous methods exist for calculating a company’s ROIC. As a result, the method used by our management to calculate ROIC may differ from methods other companies use to calculate their ROIC. We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies. ​ 38 38 38 The following table provides a calculation of ROIC for 2024 and 2023 on a 52 week basis ($ in millions):​​​​​​​​​​​Fiscal Year Ended​​​February 1,​February 3,​​ 2025​2024 Return on Invested Capital​​​​​​​Numerator​​​​​​​Operating profit on a 53 week basis in fiscal year 2023​$ 3,849​$ 3,096​Extra Week operating profit adjustment​​ —​​ (187)​LIFO charge​ 95​ 113​Depreciation and amortization​ 3,246​ 3,125​Rent on a 53 week basis in fiscal year 2023​ 877​ 891​Extra Week rent adjustment​​ —​​ (17)​Adjustment for severance charge and related benefits​​ 32​​ —​Adjustment for impairment of intangible assets​​ 30​​ —​Adjustment for property losses​​ 25​​ —​Adjustment for merger-related costs​​ 684​​ 316​Adjustment for opioid settlement charges​​ (27)​​ 1,475​Adjusted ROIC operating profit​$ 8,811​$ 8,812​​​​​​​​​Denominator​​​​​​​Average total assets​$ 51,561​$ 50,064​Average taxes receivable(1)​ (124)​ (197)​Average LIFO reserve​ 2,357​ 2,253​Average accumulated depreciation and amortization(2)​ 33,397​ 30,573​Average accounts payable​ (10,253)​ (10,280)​Average accrued salaries and wages​ (1,327)​ (1,535)​Average other current liabilities​ (3,551)​ (3,414)​Average invested capital​$ 72,060​$ 67,464​Return on Invested Capital​ 12.23% 13.06%(1)Taxes receivable were $84 as of February 1, 2025, $163 as of February 3, 2024 and $231 as of January 28, 2023.(2)Accumulated depreciation and amortization includes depreciation for property, plant and equipment and amortization for definite-lived intangible assets.​CRITICAL ACCOUNTING ESTIMATES​We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements.​The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.​We believe the following accounting estimates are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.​39 The following table provides a calculation of ROIC for 2024 and 2023 on a 52 week basis ($ in millions):​​​​​​​​​​​Fiscal Year Ended​​​February 1,​February 3,​​ 2025​2024 Return on Invested Capital​​​​​​​Numerator​​​​​​​Operating profit on a 53 week basis in fiscal year 2023​$ 3,849​$ 3,096​Extra Week operating profit adjustment​​ —​​ (187)​LIFO charge​ 95​ 113​Depreciation and amortization​ 3,246​ 3,125​Rent on a 53 week basis in fiscal year 2023​ 877​ 891​Extra Week rent adjustment​​ —​​ (17)​Adjustment for severance charge and related benefits​​ 32​​ —​Adjustment for impairment of intangible assets​​ 30​​ —​Adjustment for property losses​​ 25​​ —​Adjustment for merger-related costs​​ 684​​ 316​Adjustment for opioid settlement charges​​ (27)​​ 1,475​Adjusted ROIC operating profit​$ 8,811​$ 8,812​​​​​​​​​Denominator​​​​​​​Average total assets​$ 51,561​$ 50,064​Average taxes receivable(1)​ (124)​ (197)​Average LIFO reserve​ 2,357​ 2,253​Average accumulated depreciation and amortization(2)​ 33,397​ 30,573​Average accounts payable​ (10,253)​ (10,280)​Average accrued salaries and wages​ (1,327)​ (1,535)​Average other current liabilities​ (3,551)​ (3,414)​Average invested capital​$ 72,060​$ 67,464​Return on Invested Capital​ 12.23% 13.06%(1)Taxes receivable were $84 as of February 1, 2025, $163 as of February 3, 2024 and $231 as of January 28, 2023.(2)Accumulated depreciation and amortization includes depreciation for property, plant and equipment and amortization for definite-lived intangible assets.​CRITICAL ACCOUNTING ESTIMATES​We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements.​The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.​We believe the following accounting estimates are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.​ The following table provides a calculation of ROIC for 2024 and 2023 on a 52 week basis ($ in millions):​​​​​​​​​​​Fiscal Year Ended​​​February 1,​February 3,​​ 2025​2024 Return on Invested Capital​​​​​​​Numerator​​​​​​​Operating profit on a 53 week basis in fiscal year 2023​$ 3,849​$ 3,096​Extra Week operating profit adjustment​​ —​​ (187)​LIFO charge​ 95​ 113​Depreciation and amortization​ 3,246​ 3,125​Rent on a 53 week basis in fiscal year 2023​ 877​ 891​Extra Week rent adjustment​​ —​​ (17)​Adjustment for severance charge and related benefits​​ 32​​ —​Adjustment for impairment of intangible assets​​ 30​​ —​Adjustment for property losses​​ 25​​ —​Adjustment for merger-related costs​​ 684​​ 316​Adjustment for opioid settlement charges​​ (27)​​ 1,475​Adjusted ROIC operating profit​$ 8,811​$ 8,812​​​​​​​​​Denominator​​​​​​​Average total assets​$ 51,561​$ 50,064​Average taxes receivable(1)​ (124)​ (197)​Average LIFO reserve​ 2,357​ 2,253​Average accumulated depreciation and amortization(2)​ 33,397​ 30,573​Average accounts payable​ (10,253)​ (10,280)​Average accrued salaries and wages​ (1,327)​ (1,535)​Average other current liabilities​ (3,551)​ (3,414)​Average invested capital​$ 72,060​$ 67,464​Return on Invested Capital​ 12.23% 13.06%(1)Taxes receivable were $84 as of February 1, 2025, $163 as of February 3, 2024 and $231 as of January 28, 2023.(2)Accumulated depreciation and amortization includes depreciation for property, plant and equipment and amortization for definite-lived intangible assets.​CRITICAL ACCOUNTING ESTIMATES​We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements.​The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.​We believe the following accounting estimates are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.​ The following table provides a calculation of ROIC for 2024 and 2023 on a 52 week basis ($ in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "LEGAL PROCEEDINGS.", "prior_title": "LEGAL PROCEEDINGS.", "similarity_score": 0.845, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” and “Opioids” contained in Note 12 to the Consolidated Financial Statements.\"" ], "current_body": "​ Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” and “Opioids” contained in Note 12 to the Consolidated Financial Statements. ​ ITEM 4.", "prior_body": "​ Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” contained in Note 12 – “Commitments and Contingencies” in the notes to the Consolidated Financial Statements in Item 8 of Part II of this Annual Report. ​ ITEM 4." }, { "status": "MODIFIED", "current_title": "(In millions, except per share amounts)", "prior_title": "(In millions, except per share amounts)", "similarity_score": 0.839, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ ​ ​ (52 weeks) ​ (52 weeks) ​ (53 weeks) Sales ​ ​ $ 147,642 ​ $ 147,123 ​ $ 150,039 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below ​ ​ 113,240 ​ 113,720 ​ 116,675 ​ Operating, general and administrative ​ ​ 28,308 ​ 25,431 ​ 26,252 ​ Rent ​ ​ 872 ​ 877 ​ 891 ​ Depreciation and amortization ​ ​ 3,332 ​ 3,246 ​ 3,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating profit ​ ​ 1,890 ​ 3,849 ​ 3,096 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest expense (see Note 5) ​ ​ (639) ​ (450) ​ (441) ​ Non-service component of company-sponsored pension plan (expense) benefits ​ ​ ​ (10) ​ ​ 12 ​ ​ 30 ​ (Loss) gain on investments ​ ​ ​ (41) ​ ​ (148) ​ ​ 151 ​ Gain on the sale of business ​ ​ ​ — ​ ​ 79 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings before income tax expense ​ ​ 1,200 ​ 3,342 ​ 2,836 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ ​ 176 ​ 670 ​ 667 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings including noncontrolling interests ​ ​ 1,024 ​ 2,672 ​ 2,169 ​ Net income attributable to noncontrolling interests ​ ​ 8 ​ 7 ​ 5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co.\"" ], "current_body": "​ ​ ​ (52 weeks) ​ (52 weeks) ​ (53 weeks) Sales ​ ​ $ 147,642 ​ $ 147,123 ​ $ 150,039 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below ​ ​ 113,240 ​ 113,720 ​ 116,675 ​ Operating, general and administrative ​ ​ 28,308 ​ 25,431 ​ 26,252 ​ Rent ​ ​ 872 ​ 877 ​ 891 ​ Depreciation and amortization ​ ​ 3,332 ​ 3,246 ​ 3,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating profit ​ ​ 1,890 ​ 3,849 ​ 3,096 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest expense (see Note 5) ​ ​ (639) ​ (450) ​ (441) ​ Non-service component of company-sponsored pension plan (expense) benefits ​ ​ ​ (10) ​ ​ 12 ​ ​ 30 ​ (Loss) gain on investments ​ ​ ​ (41) ​ ​ (148) ​ ​ 151 ​ Gain on the sale of business ​ ​ ​ — ​ ​ 79 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings before income tax expense ​ ​ 1,200 ​ 3,342 ​ 2,836 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ ​ 176 ​ 670 ​ 667 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings including noncontrolling interests ​ ​ 1,024 ​ 2,672 ​ 2,169 ​ Net income attributable to noncontrolling interests ​ ​ 8 ​ 7 ​ 5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. ​ ​ $ 1,016 ​ $ 2,665 ​ $ 2,164 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per basic common share ​ ​ $ 1.55 ​ $ 3.70 ​ $ 2.99 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average number of common shares used in basic calculation ​ ​ 652 ​ 715 ​ 718 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per diluted common share ​ ​ $ 1.54 ​ $ 3.67 ​ $ 2.96 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average number of common shares used in diluted calculation ​ ​ 655 ​ 720 ​ 725 ​ ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 55 55 55 THE KROGER CO.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​​​​​​ ​​2025​2024 ​ ​ ​2023​(In millions) (52 weeks)​(52 weeks)​(53 weeks) Net earnings including noncontrolling interests​$ 1,024​$ 2,672​$ 2,169​​​​​​​​​​​​Other comprehensive income (loss)​​​​​​​​​​Change in pension and other postretirement defined benefit plans, net of income tax(1)​​ (25)​​ (37)​​ (46)​Unrealized gains and losses on cash flow hedging activities, net of income tax(2)​ 3​ (103)​ 183​Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3)​​ 8​​ 8​​ 6​​​​​​​​​​​​Total other comprehensive (loss) income​ (14)​ (132)​ 143​​​​​​​​​​​​Comprehensive income​ 1,010​ 2,540​ 2,312​Comprehensive income attributable to noncontrolling interests​ 8​ 7​ 5​Comprehensive income attributable to The Kroger Co. ​$ 1,002​$ 2,533​$ 2,307​​(1)Amount is net of tax benefit of $(7) in 2025, $(11) in 2024 and $(14) in 2023.(2)Amount is net of tax (benefit) expense of $(31) in 2024 and $56 in 2023.(3)Amount is net of tax expense of $2 in 2025, $1 in 2024 and $2 in 2023.​The accompanying notes are an integral part of the consolidated financial statements.​56 THE KROGER CO.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​​​​​​ ​​2025​2024 ​ ​ ​2023​(In millions) (52 weeks)​(52 weeks)​(53 weeks) Net earnings including noncontrolling interests​$ 1,024​$ 2,672​$ 2,169​​​​​​​​​​​​Other comprehensive income (loss)​​​​​​​​​​Change in pension and other postretirement defined benefit plans, net of income tax(1)​​ (25)​​ (37)​​ (46)​Unrealized gains and losses on cash flow hedging activities, net of income tax(2)​ 3​ (103)​ 183​Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3)​​ 8​​ 8​​ 6​​​​​​​​​​​​Total other comprehensive (loss) income​ (14)​ (132)​ 143​​​​​​​​​​​​Comprehensive income​ 1,010​ 2,540​ 2,312​Comprehensive income attributable to noncontrolling interests​ 8​ 7​ 5​Comprehensive income attributable to The Kroger Co. ​$ 1,002​$ 2,533​$ 2,307​​(1)Amount is net of tax benefit of $(7) in 2025, $(11) in 2024 and $(14) in 2023.(2)Amount is net of tax (benefit) expense of $(31) in 2024 and $56 in 2023.(3)Amount is net of tax expense of $2 in 2025, $1 in 2024 and $2 in 2023.​The accompanying notes are an integral part of the consolidated financial statements.​", "prior_body": "(52 weeks) ​ (53 weeks) ​ (52 weeks) Sales ​ ​ $ 147,123 ​ $ 150,039 ​ $ 148,258 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below ​ ​ 113,720 ​ 116,675 ​ 116,480 ​ Operating, general and administrative ​ ​ 25,431 ​ 26,252 ​ 23,848 ​ Rent ​ ​ 877 ​ 891 ​ 839 ​ Depreciation and amortization ​ ​ 3,246 ​ 3,125 ​ 2,965 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating profit ​ ​ 3,849 ​ 3,096 ​ 4,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest expense see Note 5 ​ ​ (450) ​ (441) ​ (535) ​ Non-service component of company-sponsored pension plan benefits ​ ​ ​ 12 ​ ​ 30 ​ ​ 39 ​ (Loss) gain on investments ​ ​ ​ (148) ​ ​ 151 ​ ​ (728) ​ Gain on the sale of business ​ ​ ​ 79 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings before income tax expense ​ ​ 3,342 ​ 2,836 ​ 2,902 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ ​ 670 ​ 667 ​ 653 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings including noncontrolling interests ​ ​ 2,672 ​ 2,169 ​ 2,249 ​ Net income attributable to noncontrolling interests ​ ​ 7 ​ 5 ​ 5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. ​ ​ $ 2,665 ​ $ 2,164 ​ $ 2,244 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per basic common share ​ ​ $ 3.70 ​ $ 2.99 ​ $ 3.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average number of common shares used in basic calculation ​ ​ 715 ​ 718 ​ 718 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to The Kroger Co. per diluted common share ​ ​ $ 3.67 ​ $ 2.96 ​ $ 3.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average number of common shares used in diluted calculation ​ ​ 720 ​ 725 ​ 727 ​ ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 57 57 57 THE KROGER CO.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​​​​​​​2024​2023 2022(In millions) (52 weeks)​(53 weeks)​(52 weeks)Net earnings including noncontrolling interests​$ 2,672​$ 2,169​$ 2,249​​​​​​​​​​Other comprehensive income (loss)​​​​​​​​​Change in pension and other postretirement defined benefit plans, net of income tax(1)​​ (37)​​ (46)​​ (83)Unrealized gains and losses on cash flow hedging activities, net of income tax(2)​ (103)​ 183​ (89)Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3)​​ 8​​ 6​​ 7​​​​​​​​​​Total other comprehensive (loss) income​ (132)​ 143​ (165)​​​​​​​​​​Comprehensive income​ 2,540​ 2,312​ 2,084Comprehensive income attributable to noncontrolling interests​ 7​ 5​ 5Comprehensive income attributable to The Kroger Co. ​$ 2,533​$ 2,307​$ 2,079​(1)Amount is net of tax benefit of $(11) in 2024, $(14) in 2023 and $(26) in 2022.(2)Amount is net of tax (benefit) expense of $(31) in 2024, $56 in 2023 and $(27) in 2022.(3)Amount is net of tax expense of $1 in 2024, $2 in 2023 and $2 in 2022.​The accompanying notes are an integral part of the consolidated financial statements.​58 THE KROGER CO.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​​​​​​​2024​2023 2022(In millions) (52 weeks)​(53 weeks)​(52 weeks)Net earnings including noncontrolling interests​$ 2,672​$ 2,169​$ 2,249​​​​​​​​​​Other comprehensive income (loss)​​​​​​​​​Change in pension and other postretirement defined benefit plans, net of income tax(1)​​ (37)​​ (46)​​ (83)Unrealized gains and losses on cash flow hedging activities, net of income tax(2)​ (103)​ 183​ (89)Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3)​​ 8​​ 6​​ 7​​​​​​​​​​Total other comprehensive (loss) income​ (132)​ 143​ (165)​​​​​​​​​​Comprehensive income​ 2,540​ 2,312​ 2,084Comprehensive income attributable to noncontrolling interests​ 7​ 5​ 5Comprehensive income attributable to The Kroger Co. ​$ 2,533​$ 2,307​$ 2,079​(1)Amount is net of tax benefit of $(11) in 2024, $(14) in 2023 and $(26) in 2022.(2)Amount is net of tax (benefit) expense of $(31) in 2024, $56 in 2023 and $(27) in 2022.(3)Amount is net of tax expense of $1 in 2024, $2 in 2023 and $2 in 2022.​The accompanying notes are an integral part of the consolidated financial statements.​ THE KROGER CO.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​​​​​​​2024​2023 2022(In millions) (52 weeks)​(53 weeks)​(52 weeks)Net earnings including noncontrolling interests​$ 2,672​$ 2,169​$ 2,249​​​​​​​​​​Other comprehensive income (loss)​​​​​​​​​Change in pension and other postretirement defined benefit plans, net of income tax(1)​​ (37)​​ (46)​​ (83)Unrealized gains and losses on cash flow hedging activities, net of income tax(2)​ (103)​ 183​ (89)Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3)​​ 8​​ 6​​ 7​​​​​​​​​​Total other comprehensive (loss) income​ (132)​ 143​ (165)​​​​​​​​​​Comprehensive income​ 2,540​ 2,312​ 2,084Comprehensive income attributable to noncontrolling interests​ 7​ 5​ 5Comprehensive income attributable to The Kroger Co. ​$ 2,533​$ 2,307​$ 2,079​(1)Amount is net of tax benefit of $(11) in 2024, $(14) in 2023 and $(26) in 2022.(2)Amount is net of tax (benefit) expense of $(31) in 2024, $56 in 2023 and $(27) in 2022.(3)Amount is net of tax expense of $1 in 2024, $2 in 2023 and $2 in 2022.​The accompanying notes are an integral part of the consolidated financial statements.​" }, { "status": "MODIFIED", "current_title": "Gross Margin", "prior_title": "Gross Margin", "similarity_score": 0.833, "confidence": "high", "key_changes": [ "Reworded sentence: \"($ in millions, except percentages) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ 2024 ​ Sales ​ $ 147,642 ​ ​ $ 147,123 ​ Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization ​ ​ 113,240 ​ ​ ​ 113,720 ​ Rent ​ ​ 58 ​ ​ ​ 66 ​ Depreciation and amortization ​ ​ 590 ​ ​ ​ 589 ​ Gross profit ​ $ 33,754 ​ ​ $ 32,748 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ ​ 22.9 % ​ ​ 22.3 % ​ We define FIFO gross margin as FIFO gross profit divided by sales.\"", "Reworded sentence: \"​ Our LIFO charge was $157 million in 2025, compared to $95 million in 2024.\"", "Reworded sentence: \"​ OG&A expenses, as a percentage of sales, were 19.2% in 2025 and 17.3% in 2024.\"", "Reworded sentence: \"Excluding the effect of fuel, the 2025 OG&A Adjusted Items, the Labor Dispute and the 2024 OG&A Adjusted Items, our OG&A rate increased 29 basis points in 2025, compared to 2024.\"", "Reworded sentence: \"Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section.\"" ], "current_body": "($ in millions, except percentages) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ 2024 ​ Sales ​ $ 147,642 ​ ​ $ 147,123 ​ Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization ​ ​ 113,240 ​ ​ ​ 113,720 ​ Rent ​ ​ 58 ​ ​ ​ 66 ​ Depreciation and amortization ​ ​ 590 ​ ​ ​ 589 ​ Gross profit ​ $ 33,754 ​ ​ $ 32,748 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ ​ 22.9 % ​ ​ 22.3 % ​ 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 LIFO charge was $157 million in 2025, compared to $95 million in 2024. The increase in the LIFO charge was due to higher product cost inflation for 2025, compared to 2024. 33 33 33 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 44 basis points in 2025, compared to 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, sourcing improvements, lower shrink and lower supply chain costs, partially offset by increased pharmacy sales, which have a lower gross margin rate, and increased price investments. Excluding the effect of fuel, the Labor Dispute and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 14 basis points in 2025, compared to 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 19.2% in 2025 and 17.3% in 2024. The increase in 2025, compared to 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 OG&A Adjusted Items, increased healthcare costs and increased multi-employer pension contributions, partially offset by the 2024 OG&A Adjusted Items, decreased incentive plan costs 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 29 basis points in 2025, compared to 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate, as a percentage of sales, increased healthcare costs and increased multi-employer pension contributions, partially offset by decreased incentive plan costs and 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 and the 2024 OG&A Adjusted Items, our OG&A rate increased 7 basis points in 2025, compared to 2024.​Rent Expense​Rent expense remained relatively consistent, as a percentage of sales, for 2025 compared to 2024.​Depreciation and Amortization Expense​Depreciation and amortization expense increased, as a percentage of sales, in 2025, compared to 2024. This increase was primarily due to the sale of our Kroger Specialty Pharmacy business, which has a lower depreciation & amortization rate to sales, partially offset by a reduction in depreciation and amortization expense due to the fulfillment network impairment charge.​Operating Profit and FIFO Operating Profit​Operating profit was $1.9 billion, or 1.28% of sales, for 2025, compared to $3.8 billion, or 2.62% of sales, for 2024. The results for 2025 include $2.5 billion of fulfillment network impairment and related charges. Operating profit, as a percentage of sales, decreased 134 basis points in 2025, compared to 2024, primarily due to increased OG&A expenses, depreciation and amortization expenses and the LIFO charge, as a percentage of sales, partially offset by a higher FIFO gross margin rate.​FIFO operating profit was $2.0 billion, or 1.39% of sales, for 2025, compared to $3.9 billion, or 2.68% of sales, for 2024. The results for 2025 include $2.5 billion of fulfillment network impairment and related charges. FIFO operating profit, as a percentage of sales, excluding the 2025 and 2024 Adjusted Items, increased 14 basis points in 2025, compared to 2024, primarily due to a higher FIFO gross margin rate, partially offset by increased OG&A expenses and depreciation and amortization expenses, as a percentage of sales.​34 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 44 basis points in 2025, compared to 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, sourcing improvements, lower shrink and lower supply chain costs, partially offset by increased pharmacy sales, which have a lower gross margin rate, and increased price investments. Excluding the effect of fuel, the Labor Dispute and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 14 basis points in 2025, compared to 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 19.2% in 2025 and 17.3% in 2024. The increase in 2025, compared to 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 OG&A Adjusted Items, increased healthcare costs and increased multi-employer pension contributions, partially offset by the 2024 OG&A Adjusted Items, decreased incentive plan costs 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 29 basis points in 2025, compared to 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate, as a percentage of sales, increased healthcare costs and increased multi-employer pension contributions, partially offset by decreased incentive plan costs and 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 and the 2024 OG&A Adjusted Items, our OG&A rate increased 7 basis points in 2025, compared to 2024.​Rent Expense​Rent expense remained relatively consistent, as a percentage of sales, for 2025 compared to 2024.​Depreciation and Amortization Expense​Depreciation and amortization expense increased, as a percentage of sales, in 2025, compared to 2024. This increase was primarily due to the sale of our Kroger Specialty Pharmacy business, which has a lower depreciation & amortization rate to sales, partially offset by a reduction in depreciation and amortization expense due to the fulfillment network impairment charge.​Operating Profit and FIFO Operating Profit​Operating profit was $1.9 billion, or 1.28% of sales, for 2025, compared to $3.8 billion, or 2.62% of sales, for 2024. The results for 2025 include $2.5 billion of fulfillment network impairment and related charges. Operating profit, as a percentage of sales, decreased 134 basis points in 2025, compared to 2024, primarily due to increased OG&A expenses, depreciation and amortization expenses and the LIFO charge, as a percentage of sales, partially offset by a higher FIFO gross margin rate.​FIFO operating profit was $2.0 billion, or 1.39% of sales, for 2025, compared to $3.9 billion, or 2.68% of sales, for 2024. The results for 2025 include $2.5 billion of fulfillment network impairment and related charges. FIFO operating profit, as a percentage of sales, excluding the 2025 and 2024 Adjusted Items, increased 14 basis points in 2025, compared to 2024, primarily due to a higher FIFO gross margin rate, partially offset by increased OG&A expenses and depreciation and amortization expenses, as a percentage of sales.​ 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 44 basis points in 2025, compared to 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, sourcing improvements, lower shrink and lower supply chain costs, partially offset by increased pharmacy sales, which have a lower gross margin rate, and increased price investments. Excluding the effect of fuel, the Labor Dispute and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 14 basis points in 2025, compared to 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 19.2% in 2025 and 17.3% in 2024. The increase in 2025, compared to 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 OG&A Adjusted Items, increased healthcare costs and increased multi-employer pension contributions, partially offset by the 2024 OG&A Adjusted Items, decreased incentive plan costs 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 29 basis points in 2025, compared to 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate, as a percentage of sales, increased healthcare costs and increased multi-employer pension contributions, partially offset by decreased incentive plan costs and 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 and the 2024 OG&A Adjusted Items, our OG&A rate increased 7 basis points in 2025, compared to 2024. ​ Rent Expense ​ Rent expense remained relatively consistent, as a percentage of sales, for 2025 compared to 2024. ​ Depreciation and Amortization Expense ​ Depreciation and amortization expense increased, as a percentage of sales, in 2025, compared to 2024. This increase was primarily due to the sale of our Kroger Specialty Pharmacy business, which has a lower depreciation & amortization rate to sales, partially offset by a reduction in depreciation and amortization expense due to the fulfillment network impairment charge. ​ Operating Profit and FIFO Operating Profit ​ Operating profit was $1.9 billion, or 1.28% of sales, for 2025, compared to $3.8 billion, or 2.62% of sales, for 2024. The results for 2025 include $2.5 billion of fulfillment network impairment and related charges. Operating profit, as a percentage of sales, decreased 134 basis points in 2025, compared to 2024, primarily due to increased OG&A expenses, depreciation and amortization expenses and the LIFO charge, as a percentage of sales, partially offset by a higher FIFO gross margin rate. ​ FIFO operating profit was $2.0 billion, or 1.39% of sales, for 2025, compared to $3.9 billion, or 2.68% of sales, for 2024. The results for 2025 include $2.5 billion of fulfillment network impairment and related charges. FIFO operating profit, as a percentage of sales, excluding the 2025 and 2024 Adjusted Items, increased 14 basis points in 2025, compared to 2024, primarily due to a higher FIFO gross margin rate, partially offset by increased OG&A expenses and depreciation and amortization expenses, as a percentage of sales. ​ 34 34 34 Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section.​The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2025 and 2024 Adjusted Items:​Operating Profit excluding the Adjusted Items($ in millions)​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024​Operating profit​$ 1,890​$ 3,849​LIFO charge​​ 157​​ 95​​​ ​​​​​FIFO Operating profit​ 2,047​ 3,944​​​​​​​​​Adjustment for labor dispute charges​​ 44​​ —​Adjustment for store closures​​ 100​​ —​Adjustment for executive stock compensation for a former executive​​ (21)​​ —​Adjustment for merger-related costs(1)​​ —​​ 684​Adjustment for merger-related litigation and settlement charges​​ 161​​ —​Adjustment for property losses​​ —​​ 25​Adjustment for opioid settlement charges and vendor reserves​​ (6)​​ (27)​Adjustment for impairment of intangible assets​​ 50​​ 30​Adjustment for severance charge and related benefits​​ 47​​ 32​Adjustment for fulfillment network impairment and related charges​​ 2,497​​ —​Other​​ (14)​​ (14)​​​​​​​​​2025 and 2024 Adjusted items​​ 2,858​​ 730​​​​​​​​​Adjusted FIFO operating profit excluding the adjusted items above​$ 4,905​$ 4,674​(1)Merger-related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons Companies, Inc. (“Albertsons”).​Net Interest Expense​Net interest expense totaled $639 million in 2025, compared to $450 million in 2024. This increase resulted primarily from increased average total outstanding debt in 2025, compared to 2024, from the net proceeds of the senior notes issuance during the third quarter of 2024, and decreased interest income earned due to decreased balances of cash and temporary cash investments in 2025, compared to 2024, primarily due to the $5.0 billion we funded in 2024 under the accelerated share repurchase (“ASR”) transaction and the payment we made in 2024 to redeem $4.7 billion aggregate principal amount of the senior notes that included a special mandatory redemption feature following the termination of the merger with Albertsons. ​Income Taxes​Our effective income tax rate was 14.7% in 2025 and 20.0% in 2024. The 2025 tax rate differed from the federal statutory rate due to a tax benefit from share-based payments, recognizing deferred tax assets related to the sale of Vitacost.com and the utilization of tax credits and deductions, partially offset by the effect of state income taxes. The 2024 tax rate differed from the federal statutory rate due to a tax benefit from recognizing deferred tax assets related to the sale of Kroger Specialty Pharmacy, the benefit from share-based payments and the utilization of tax credits, partially offset by the effect of state income taxes.35 Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section.​The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2025 and 2024 Adjusted Items:​Operating Profit excluding the Adjusted Items($ in millions)​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024​Operating profit​$ 1,890​$ 3,849​LIFO charge​​ 157​​ 95​​​ ​​​​​FIFO Operating profit​ 2,047​ 3,944​​​​​​​​​Adjustment for labor dispute charges​​ 44​​ —​Adjustment for store closures​​ 100​​ —​Adjustment for executive stock compensation for a former executive​​ (21)​​ —​Adjustment for merger-related costs(1)​​ —​​ 684​Adjustment for merger-related litigation and settlement charges​​ 161​​ —​Adjustment for property losses​​ —​​ 25​Adjustment for opioid settlement charges and vendor reserves​​ (6)​​ (27)​Adjustment for impairment of intangible assets​​ 50​​ 30​Adjustment for severance charge and related benefits​​ 47​​ 32​Adjustment for fulfillment network impairment and related charges​​ 2,497​​ —​Other​​ (14)​​ (14)​​​​​​​​​2025 and 2024 Adjusted items​​ 2,858​​ 730​​​​​​​​​Adjusted FIFO operating profit excluding the adjusted items above​$ 4,905​$ 4,674​(1)Merger-related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons Companies, Inc. (“Albertsons”).​Net Interest Expense​Net interest expense totaled $639 million in 2025, compared to $450 million in 2024. This increase resulted primarily from increased average total outstanding debt in 2025, compared to 2024, from the net proceeds of the senior notes issuance during the third quarter of 2024, and decreased interest income earned due to decreased balances of cash and temporary cash investments in 2025, compared to 2024, primarily due to the $5.0 billion we funded in 2024 under the accelerated share repurchase (“ASR”) transaction and the payment we made in 2024 to redeem $4.7 billion aggregate principal amount of the senior notes that included a special mandatory redemption feature following the termination of the merger with Albertsons. ​Income Taxes​Our effective income tax rate was 14.7% in 2025 and 20.0% in 2024. The 2025 tax rate differed from the federal statutory rate due to a tax benefit from share-based payments, recognizing deferred tax assets related to the sale of Vitacost.com and the utilization of tax credits and deductions, partially offset by the effect of state income taxes. The 2024 tax rate differed from the federal statutory rate due to a tax benefit from recognizing deferred tax assets related to the sale of Kroger Specialty Pharmacy, the benefit from share-based payments and the utilization of tax credits, partially offset by the effect of state income taxes. Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section. ​ The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2025 and 2024 Adjusted Items: ​", "prior_body": "($ in millions, except percentages) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ 2023 ​ Sales ​ $ 147,123 ​ ​ $ 150,039 ​ Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization ​ ​ 113,720 ​ ​ ​ 116,675 ​ Rent ​ ​ 66 ​ ​ ​ 68 ​ Depreciation and amortization ​ ​ 589 ​ ​ ​ 541 ​ Gross profit ​ $ 32,748 ​ ​ $ 32,755 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ ​ 22.26 % ​ ​ 21.83 % ​ Our LIFO charge was $95 million in 2024 and $113 million in 2023. The decrease in our LIFO charge was attributable to lower product cost inflation for 2024 compared to 2023. ​ 35 35 35 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 Extra Week, our FIFO gross margin rate increased 32 basis points in 2024, compared to 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance and lower shrink, partially offset by lower pharmacy margins. Excluding the effect of fuel, the Extra Week and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 14 basis points in 2024, compared to 2023.​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 17.29% in 2024 and 17.50% in 2023. The decrease in 2024, compared to 2023, resulted primarily from the 2023 OG&A Adjusted Items and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, partially offset by 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, increased incentive plan costs, an increase in costs due to the severity of general liability claims, planned investment in associates and the 2024 OG&A Adjusted Items.​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 Extra Week, the 2024 OG&A Adjusted Items and the 2023 OG&A Adjusted Items, our OG&A rate increased 31 basis points in 2024, compared to 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, increased incentive plan costs, an increase in costs due to the severity of general liability claims and planned investments in associates, partially offset by the broad-based improvement from cost savings initiatives that drive administrative efficiencies, including store productivity. Excluding the effect of fuel, the Extra Week, Kroger Specialty Pharmacy, the 2024 OG&A Adjusted Items and the 2023 OG&A Adjusted Items, our OG&A rate increased 19 basis points in 2024, compared to 2023.​Rent Expense​Rent expense remained relatively consistent, as a percentage of sales, for 2024 compared to 2023.​Depreciation and Amortization Expense​Depreciation and amortization expense increased, as a percentage of sales, in 2024, compared to 2023, primarily due to the Extra Week, additional depreciation associated with higher capital investments during 2024 and a decrease in the average useful life on these capital investments.​Operating Profit and FIFO Operating Profit​Operating profit was $3.8 billion, or 2.62% of sales, for 2024, compared to $3.1 billion, or 2.06% of sales, for 2023. Operating profit, as a percentage of sales, increased 56 basis points in 2024, compared to 2023, due to decreased OG&A expenses, as a percentage of sales and a higher FIFO gross margin rate, partially offset by increased depreciation and amortization expenses, as a percentage of sales, a decrease in fuel operating profit and the Extra Week.​36 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 Extra Week, our FIFO gross margin rate increased 32 basis points in 2024, compared to 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance and lower shrink, partially offset by lower pharmacy margins. Excluding the effect of fuel, the Extra Week and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 14 basis points in 2024, compared to 2023.​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 17.29% in 2024 and 17.50% in 2023. The decrease in 2024, compared to 2023, resulted primarily from the 2023 OG&A Adjusted Items and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, partially offset by 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, increased incentive plan costs, an increase in costs due to the severity of general liability claims, planned investment in associates and the 2024 OG&A Adjusted Items.​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 Extra Week, the 2024 OG&A Adjusted Items and the 2023 OG&A Adjusted Items, our OG&A rate increased 31 basis points in 2024, compared to 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, increased incentive plan costs, an increase in costs due to the severity of general liability claims and planned investments in associates, partially offset by the broad-based improvement from cost savings initiatives that drive administrative efficiencies, including store productivity. Excluding the effect of fuel, the Extra Week, Kroger Specialty Pharmacy, the 2024 OG&A Adjusted Items and the 2023 OG&A Adjusted Items, our OG&A rate increased 19 basis points in 2024, compared to 2023.​Rent Expense​Rent expense remained relatively consistent, as a percentage of sales, for 2024 compared to 2023.​Depreciation and Amortization Expense​Depreciation and amortization expense increased, as a percentage of sales, in 2024, compared to 2023, primarily due to the Extra Week, additional depreciation associated with higher capital investments during 2024 and a decrease in the average useful life on these capital investments.​Operating Profit and FIFO Operating Profit​Operating profit was $3.8 billion, or 2.62% of sales, for 2024, compared to $3.1 billion, or 2.06% of sales, for 2023. Operating profit, as a percentage of sales, increased 56 basis points in 2024, compared to 2023, due to decreased OG&A expenses, as a percentage of sales and a higher FIFO gross margin rate, partially offset by increased depreciation and amortization expenses, as a percentage of sales, a decrease in fuel operating profit and the Extra Week.​ 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 Extra Week, our FIFO gross margin rate increased 32 basis points in 2024, compared to 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance and lower shrink, partially offset by lower pharmacy margins. Excluding the effect of fuel, the Extra Week and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 14 basis points in 2024, compared to 2023.​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 17.29% in 2024 and 17.50% in 2023. The decrease in 2024, compared to 2023, resulted primarily from the 2023 OG&A Adjusted Items and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, partially offset by 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, increased incentive plan costs, an increase in costs due to the severity of general liability claims, planned investment in associates and the 2024 OG&A Adjusted Items.​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 Extra Week, the 2024 OG&A Adjusted Items and the 2023 OG&A Adjusted Items, our OG&A rate increased 31 basis points in 2024, compared to 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, increased incentive plan costs, an increase in costs due to the severity of general liability claims and planned investments in associates, partially offset by the broad-based improvement from cost savings initiatives that drive administrative efficiencies, including store productivity. Excluding the effect of fuel, the Extra Week, Kroger Specialty Pharmacy, the 2024 OG&A Adjusted Items and the 2023 OG&A Adjusted Items, our OG&A rate increased 19 basis points in 2024, compared to 2023.​Rent Expense​Rent expense remained relatively consistent, as a percentage of sales, for 2024 compared to 2023.​Depreciation and Amortization Expense​Depreciation and amortization expense increased, as a percentage of sales, in 2024, compared to 2023, primarily due to the Extra Week, additional depreciation associated with higher capital investments during 2024 and a decrease in the average useful life on these capital investments.​Operating Profit and FIFO Operating Profit​Operating profit was $3.8 billion, or 2.62% of sales, for 2024, compared to $3.1 billion, or 2.06% of sales, for 2023. Operating profit, as a percentage of sales, increased 56 basis points in 2024, compared to 2023, due to decreased OG&A expenses, as a percentage of sales and a higher FIFO gross margin rate, partially offset by increased depreciation and amortization expenses, as a percentage of sales, a decrease in fuel operating profit and the Extra Week.​ 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 Extra Week, our FIFO gross margin rate increased 32 basis points in 2024, compared to 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance and lower shrink, partially offset by lower pharmacy margins. Excluding the effect of fuel, the Extra Week and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 14 basis points in 2024, compared to 2023. ​ 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 17.29% in 2024 and 17.50% in 2023. The decrease in 2024, compared to 2023, resulted primarily from the 2023 OG&A Adjusted Items and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, partially offset by 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, increased incentive plan costs, an increase in costs due to the severity of general liability claims, planned investment in associates and the 2024 OG&A Adjusted Items. ​ 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 Extra Week, the 2024 OG&A Adjusted Items and the 2023 OG&A Adjusted Items, our OG&A rate increased 31 basis points in 2024, compared to 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, increased incentive plan costs, an increase in costs due to the severity of general liability claims and planned investments in associates, partially offset by the broad-based improvement from cost savings initiatives that drive administrative efficiencies, including store productivity. Excluding the effect of fuel, the Extra Week, Kroger Specialty Pharmacy, the 2024 OG&A Adjusted Items and the 2023 OG&A Adjusted Items, our OG&A rate increased 19 basis points in 2024, compared to 2023. ​ Rent Expense ​ Rent expense remained relatively consistent, as a percentage of sales, for 2024 compared to 2023. ​ Depreciation and Amortization Expense ​ Depreciation and amortization expense increased, as a percentage of sales, in 2024, compared to 2023, primarily due to the Extra Week, additional depreciation associated with higher capital investments during 2024 and a decrease in the average useful life on these capital investments. ​ Operating Profit and FIFO Operating Profit ​ Operating profit was $3.8 billion, or 2.62% of sales, for 2024, compared to $3.1 billion, or 2.06% of sales, for 2023. Operating profit, as a percentage of sales, increased 56 basis points in 2024, compared to 2023, due to decreased OG&A expenses, as a percentage of sales and a higher FIFO gross margin rate, partially offset by increased depreciation and amortization expenses, as a percentage of sales, a decrease in fuel operating profit and the Extra Week. ​ 36 36 36 FIFO operating profit was $3.9 billion, or 2.68% of sales, for 2024, compared to $3.2 billion, or 2.14% of sales, for 2023. FIFO operating profit, as a percentage of sales, excluding the 2024 and 2023 Adjusted Items and the Extra Week, decreased 8 basis points in 2024, compared to 2023, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate.​Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section.​The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2024 and 2023 Adjusted Items:​Operating Profit excluding the Adjusted Items($ in millions)​​​​​​​​​​ 2024 2023​Operating profit​$ 3,849​$ 3,096​LIFO charge​​ 95​​ 113​​​ ​​​​​FIFO Operating profit​ 3,944​ 3,209​​​​​​​​​Adjustment for merger related costs(1)​​ 684​​ 316​Adjustment for opioid settlement charges​​ (27)​​ 1,475​Adjustment for severance charge and related benefits​​ 32​​ —​Adjustment for impairment of intangible assets​​ 30​​ —​Adjustment for property losses​​ 25​​ —​Other​​ (14)​​ (14)​​​​​​​​​2024 and 2023 Adjusted items​​ 730​​ 1,777​​​​​​​​​Adjusted FIFO operating profit excluding the adjusted items above​$ 4,674​$ 4,986​​​​​​​​​Extra Week adjustment​​ —​​ (187)​​​​​​​​​Adjusted FIFO operating profit excluding the adjusted items above and the Extra Week​$ 4,674​$ 4,799​(1)Merger related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons.​Net Interest Expense​Net interest expense totaled $450 million in 2024 and $441 million in 2023. Net interest expense increased in 2024, compared to 2023, primarily due to increased average total outstanding debt throughout 2024, compared to 2023, from the net proceeds of the senior notes issuance and the $34 million for merger-related net interest expense, partially offset by increased interest income earned on our cash and temporary cash investments due to increased balances of cash and temporary cash investments in 2024, compared to 2023. ​Income Taxes​Our effective income tax rate was 20.0% in 2024 and 23.5% in 2023. The 2024 tax rate differed from the federal statutory rate due to a tax benefit from recognizing deferred tax assets related to the sale of Kroger Specialty Pharmacy, the benefit from share-based payments and the utilization of tax credits, partially offset by the effect of state income taxes. The 2023 tax rate differed from the federal statutory rate due to the effect of state income taxes and the nondeductible portion of opioid settlement charges, partially offset by the benefit from share-based payments and the utilization of tax credits.37 FIFO operating profit was $3.9 billion, or 2.68% of sales, for 2024, compared to $3.2 billion, or 2.14% of sales, for 2023. FIFO operating profit, as a percentage of sales, excluding the 2024 and 2023 Adjusted Items and the Extra Week, decreased 8 basis points in 2024, compared to 2023, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate.​Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section.​The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2024 and 2023 Adjusted Items:​Operating Profit excluding the Adjusted Items($ in millions)​​​​​​​​​​ 2024 2023​Operating profit​$ 3,849​$ 3,096​LIFO charge​​ 95​​ 113​​​ ​​​​​FIFO Operating profit​ 3,944​ 3,209​​​​​​​​​Adjustment for merger related costs(1)​​ 684​​ 316​Adjustment for opioid settlement charges​​ (27)​​ 1,475​Adjustment for severance charge and related benefits​​ 32​​ —​Adjustment for impairment of intangible assets​​ 30​​ —​Adjustment for property losses​​ 25​​ —​Other​​ (14)​​ (14)​​​​​​​​​2024 and 2023 Adjusted items​​ 730​​ 1,777​​​​​​​​​Adjusted FIFO operating profit excluding the adjusted items above​$ 4,674​$ 4,986​​​​​​​​​Extra Week adjustment​​ —​​ (187)​​​​​​​​​Adjusted FIFO operating profit excluding the adjusted items above and the Extra Week​$ 4,674​$ 4,799​(1)Merger related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons.​Net Interest Expense​Net interest expense totaled $450 million in 2024 and $441 million in 2023. Net interest expense increased in 2024, compared to 2023, primarily due to increased average total outstanding debt throughout 2024, compared to 2023, from the net proceeds of the senior notes issuance and the $34 million for merger-related net interest expense, partially offset by increased interest income earned on our cash and temporary cash investments due to increased balances of cash and temporary cash investments in 2024, compared to 2023. ​Income Taxes​Our effective income tax rate was 20.0% in 2024 and 23.5% in 2023. The 2024 tax rate differed from the federal statutory rate due to a tax benefit from recognizing deferred tax assets related to the sale of Kroger Specialty Pharmacy, the benefit from share-based payments and the utilization of tax credits, partially offset by the effect of state income taxes. The 2023 tax rate differed from the federal statutory rate due to the effect of state income taxes and the nondeductible portion of opioid settlement charges, partially offset by the benefit from share-based payments and the utilization of tax credits. FIFO operating profit was $3.9 billion, or 2.68% of sales, for 2024, compared to $3.2 billion, or 2.14% of sales, for 2023. FIFO operating profit, as a percentage of sales, excluding the 2024 and 2023 Adjusted Items and the Extra Week, decreased 8 basis points in 2024, compared to 2023, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate.​Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section.​The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2024 and 2023 Adjusted Items:​Operating Profit excluding the Adjusted Items($ in millions)​​​​​​​​​​ 2024 2023​Operating profit​$ 3,849​$ 3,096​LIFO charge​​ 95​​ 113​​​ ​​​​​FIFO Operating profit​ 3,944​ 3,209​​​​​​​​​Adjustment for merger related costs(1)​​ 684​​ 316​Adjustment for opioid settlement charges​​ (27)​​ 1,475​Adjustment for severance charge and related benefits​​ 32​​ —​Adjustment for impairment of intangible assets​​ 30​​ —​Adjustment for property losses​​ 25​​ —​Other​​ (14)​​ (14)​​​​​​​​​2024 and 2023 Adjusted items​​ 730​​ 1,777​​​​​​​​​Adjusted FIFO operating profit excluding the adjusted items above​$ 4,674​$ 4,986​​​​​​​​​Extra Week adjustment​​ —​​ (187)​​​​​​​​​Adjusted FIFO operating profit excluding the adjusted items above and the Extra Week​$ 4,674​$ 4,799​(1)Merger related costs primarily include third-party professional fees and credit facility fees associated with the terminated merger with Albertsons.​Net Interest Expense​Net interest expense totaled $450 million in 2024 and $441 million in 2023. Net interest expense increased in 2024, compared to 2023, primarily due to increased average total outstanding debt throughout 2024, compared to 2023, from the net proceeds of the senior notes issuance and the $34 million for merger-related net interest expense, partially offset by increased interest income earned on our cash and temporary cash investments due to increased balances of cash and temporary cash investments in 2024, compared to 2023. ​Income Taxes​Our effective income tax rate was 20.0% in 2024 and 23.5% in 2023. The 2024 tax rate differed from the federal statutory rate due to a tax benefit from recognizing deferred tax assets related to the sale of Kroger Specialty Pharmacy, the benefit from share-based payments and the utilization of tax credits, partially offset by the effect of state income taxes. The 2023 tax rate differed from the federal statutory rate due to the effect of state income taxes and the nondeductible portion of opioid settlement charges, partially offset by the benefit from share-based payments and the utilization of tax credits. FIFO operating profit was $3.9 billion, or 2.68% of sales, for 2024, compared to $3.2 billion, or 2.14% of sales, for 2023. FIFO operating profit, as a percentage of sales, excluding the 2024 and 2023 Adjusted Items and the Extra Week, decreased 8 basis points in 2024, compared to 2023, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate. ​ 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 2024 and 2023 Adjusted Items: ​" }, { "status": "MODIFIED", "current_title": "CONSOLIDATED STATEMENTS OF OPERATIONS", "prior_title": "CONSOLIDATED STATEMENTS OF OPERATIONS", "similarity_score": 0.824, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Years Ended January 31, 2026, February 1, 2025 and February 3, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​\"" ], "current_body": "​ Years Ended January 31, 2026, February 1, 2025 and February 3, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​", "prior_body": "​ Years Ended February 1, 2025, February 3, 2024 and January 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​" }, { "status": "MODIFIED", "current_title": "MINE SAFETY DISCLOSURES.", "prior_title": "PROPERTIES.", "similarity_score": 0.824, "confidence": "high", "key_changes": [ "Reworded sentence: \"20 20 20 PART II​ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.​Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 25, 2026, there were 25,447 shareholders of record.​During 2025, we paid two quarterly cash dividends of $0.32 per share and two quarterly cash dividends of $0.35 per share.\"" ], "current_body": "​ Not applicable. 20 20 20 PART II​ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.​Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 25, 2026, there were 25,447 shareholders of record.​During 2025, we paid two quarterly cash dividends of $0.32 per share and two quarterly cash dividends of $0.35 per share. During 2024, we paid two quarterly cash dividends of $0.29 per share and two quarterly cash dividends of $0.32 per share. On March 1, 2026, we paid a quarterly cash dividend of $0.35 per share. On March 12, 2026, we announced that our Board of Directors declared a quarterly cash dividend of $0.35 per share, payable on June 1, 2026, to shareholders of record at the close of business on May 15, 2026. We currently expect to continue to pay comparable cash dividends on a quarterly basis, that will increase over time, depending on our earnings and other factors, including approval by our Board.​For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”​21 PART II​ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.​Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 25, 2026, there were 25,447 shareholders of record.​During 2025, we paid two quarterly cash dividends of $0.32 per share and two quarterly cash dividends of $0.35 per share. During 2024, we paid two quarterly cash dividends of $0.29 per share and two quarterly cash dividends of $0.32 per share. On March 1, 2026, we paid a quarterly cash dividend of $0.35 per share. On March 12, 2026, we announced that our Board of Directors declared a quarterly cash dividend of $0.35 per share, payable on June 1, 2026, to shareholders of record at the close of business on May 15, 2026. We currently expect to continue to pay comparable cash dividends on a quarterly basis, that will increase over time, depending on our earnings and other factors, including approval by our Board.​For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”​ PART II ​ ITEM 5.", "prior_body": "​ As of February 1, 2025, we operated approximately 2,800 owned or leased supermarkets, distribution warehouses, customer fulfillment centers and food production plants through divisions, subsidiaries or affiliates. These facilities are located throughout the United States. We generally own store equipment, fixtures and leasehold improvements, as well as processing and food production equipment. The total cost of our owned assets and finance leases at February 1, 2025, was $60.1 billion while the accumulated depreciation was $34.4 billion. ​ We lease certain store real estate, warehouses, distribution centers, office space and equipment. We operate in leased facilities in approximately half of our store locations. Lease terms generally range from 10 to 20 years with options to renew for varying terms at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Rent expense for leases with escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain properties or portions thereof are subleased to others for periods generally ranging from one to 20 years. For additional information on lease obligations, see Note 9 to the Consolidated Financial Statements. ​ ​ ​ 20 20 20 ITEM 3.LEGAL PROCEEDINGS.​Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” contained in Note 12 – “Commitments and Contingencies” in the notes to the Consolidated Financial Statements in Item 8 of Part II of this Annual Report.​ITEM 4.MINE SAFETY DISCLOSURES.​Not applicable.​PART II​ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.​Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 26, 2025, there were 26,750 shareholders of record.​During 2024, we paid two quarterly cash dividends of $0.29 per share and two quarterly cash dividends of $0.32 per share. During 2023, we paid two quarterly cash dividends of $0.26 per share and two quarterly cash dividends of $0.29 per share. On March 1, 2025, we paid a quarterly cash dividend of $0.32 per share. On March 13, 2025, we announced that our Board of Directors declared a quarterly cash dividend of $0.32 per share, payable on June 1, 2025, to shareholders of record at the close of business on May 15, 2025. We currently expect to continue to pay comparable cash dividends on a quarterly basis, that will increase over time, depending on our earnings and other factors, including approval by our Board.​For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”​21 ITEM 3.LEGAL PROCEEDINGS.​Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” contained in Note 12 – “Commitments and Contingencies” in the notes to the Consolidated Financial Statements in Item 8 of Part II of this Annual Report.​ITEM 4.MINE SAFETY DISCLOSURES.​Not applicable.​PART II​ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.​Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 26, 2025, there were 26,750 shareholders of record.​During 2024, we paid two quarterly cash dividends of $0.29 per share and two quarterly cash dividends of $0.32 per share. During 2023, we paid two quarterly cash dividends of $0.26 per share and two quarterly cash dividends of $0.29 per share. On March 1, 2025, we paid a quarterly cash dividend of $0.32 per share. On March 13, 2025, we announced that our Board of Directors declared a quarterly cash dividend of $0.32 per share, payable on June 1, 2025, to shareholders of record at the close of business on May 15, 2025. We currently expect to continue to pay comparable cash dividends on a quarterly basis, that will increase over time, depending on our earnings and other factors, including approval by our Board.​For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”​ ITEM 3.LEGAL PROCEEDINGS.​Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” contained in Note 12 – “Commitments and Contingencies” in the notes to the Consolidated Financial Statements in Item 8 of Part II of this Annual Report.​ITEM 4.MINE SAFETY DISCLOSURES.​Not applicable.​PART II​ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.​Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 26, 2025, there were 26,750 shareholders of record.​During 2024, we paid two quarterly cash dividends of $0.29 per share and two quarterly cash dividends of $0.32 per share. During 2023, we paid two quarterly cash dividends of $0.26 per share and two quarterly cash dividends of $0.29 per share. On March 1, 2025, we paid a quarterly cash dividend of $0.32 per share. On March 13, 2025, we announced that our Board of Directors declared a quarterly cash dividend of $0.32 per share, payable on June 1, 2025, to shareholders of record at the close of business on May 15, 2025. We currently expect to continue to pay comparable cash dividends on a quarterly basis, that will increase over time, depending on our earnings and other factors, including approval by our Board.​For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”​ ITEM 3." }, { "status": "MODIFIED", "current_title": "MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.", "prior_title": "MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.", "similarity_score": 0.803, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 25, 2026, there were 25,447 shareholders of record.\"", "Reworded sentence: \"​ For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” ​ 21 21 21 PERFORMANCE GRAPH​Set forth below is a line graph comparing the five-year cumulative total shareholder return on our common shares, based on the market price of the common shares and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s 500 Stock Index and a peer group composed of food and drug companies.​​​​​​​​​​​​​​​​​​​Base​INDEXED RETURNS ​​Period​Years Ending Company Name/Index ​ ​ ​2020 ​ ​ ​2021 ​ ​ ​2022 ​ ​ ​2023 ​ ​ ​2024 ​ ​ ​2025 The Kroger Co.\"" ], "current_body": "​ Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 25, 2026, there were 25,447 shareholders of record. ​ During 2025, we paid two quarterly cash dividends of $0.32 per share and two quarterly cash dividends of $0.35 per share. During 2024, we paid two quarterly cash dividends of $0.29 per share and two quarterly cash dividends of $0.32 per share. On March 1, 2026, we paid a quarterly cash dividend of $0.35 per share. On March 12, 2026, we announced that our Board of Directors declared a quarterly cash dividend of $0.35 per share, payable on June 1, 2026, to shareholders of record at the close of business on May 15, 2026. We currently expect to continue to pay comparable cash dividends on a quarterly basis, that will increase over time, depending on our earnings and other factors, including approval by our Board. ​ For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” ​ 21 21 21 PERFORMANCE GRAPH​Set forth below is a line graph comparing the five-year cumulative total shareholder return on our common shares, based on the market price of the common shares and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s 500 Stock Index and a peer group composed of food and drug companies.​​​​​​​​​​​​​​​​​​​Base​INDEXED RETURNS ​​Period​Years Ending Company Name/Index ​ ​ ​2020 ​ ​ ​2021 ​ ​ ​2022 ​ ​ ​2023 ​ ​ ​2024 ​ ​ ​2025 The Kroger Co. 100 128.57 135.86 142.48 194.80 202.66​S&P 500 Index 100 121.00 112.98 139.92 172.78 201.03​Peer Group 100 118.08 114.43 133.33 193.49 217.65​​Kroger’s fiscal year ends on the Saturday closest to January 31.​Data supplied by Standard & Poor’s.​The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto.* Total assumes $100 invested on January 30, 2021, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.​** The Peer Group consists of Albertsons Companies, Inc., Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corporation, Walgreens Boots Alliance Inc. (included through August 29, 2025 when it was taken private) and Walmart Inc.​22 PERFORMANCE GRAPH​Set forth below is a line graph comparing the five-year cumulative total shareholder return on our common shares, based on the market price of the common shares and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s 500 Stock Index and a peer group composed of food and drug companies.​​​​​​​​​​​​​​​​​​​Base​INDEXED RETURNS ​​Period​Years Ending Company Name/Index ​ ​ ​2020 ​ ​ ​2021 ​ ​ ​2022 ​ ​ ​2023 ​ ​ ​2024 ​ ​ ​2025 The Kroger Co. 100 128.57 135.86 142.48 194.80 202.66​S&P 500 Index 100 121.00 112.98 139.92 172.78 201.03​Peer Group 100 118.08 114.43 133.33 193.49 217.65​​Kroger’s fiscal year ends on the Saturday closest to January 31.​Data supplied by Standard & Poor’s.​The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto.* Total assumes $100 invested on January 30, 2021, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.​** The Peer Group consists of Albertsons Companies, Inc., Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corporation, Walgreens Boots Alliance Inc. (included through August 29, 2025 when it was taken private) and Walmart Inc.​", "prior_body": "​ Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March 26, 2025, there were 26,750 shareholders of record. ​ During 2024, we paid two quarterly cash dividends of $0.29 per share and two quarterly cash dividends of $0.32 per share. During 2023, we paid two quarterly cash dividends of $0.26 per share and two quarterly cash dividends of $0.29 per share. On March 1, 2025, we paid a quarterly cash dividend of $0.32 per share. On March 13, 2025, we announced that our Board of Directors declared a quarterly cash dividend of $0.32 per share, payable on June 1, 2025, to shareholders of record at the close of business on May 15, 2025. We currently expect to continue to pay comparable cash dividends on a quarterly basis, that will increase over time, depending on our earnings and other factors, including approval by our Board. ​ For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” ​ 21 21 21 PERFORMANCE GRAPH​Set forth below is a line graph comparing the five-year cumulative total shareholder return on our common shares, based on the market price of the common shares and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s 500 Stock Index and a peer group composed of food and drug companies.​​​​​​​​​​​​​​​​​​​Base​INDEXED RETURNS ​​Period​Years Ending Company Name/Index 2019 2020 2021 2022 2023 2024 The Kroger Co. 100 131.19 168.66 178.23 186.91 255.56​S&P 500 Index 100 117.25 141.87 132.47 164.06 202.59​Peer Group 100 123.01 145.25 140.77 164.01 238.01​​Kroger’s fiscal year ends on the Saturday closest to January 31.​Data supplied by Standard & Poor’s.​The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto.* Total assumes $100 invested on February 1, 2020, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.​** The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc.​22 PERFORMANCE GRAPH​Set forth below is a line graph comparing the five-year cumulative total shareholder return on our common shares, based on the market price of the common shares and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s 500 Stock Index and a peer group composed of food and drug companies.​​​​​​​​​​​​​​​​​​​Base​INDEXED RETURNS ​​Period​Years Ending Company Name/Index 2019 2020 2021 2022 2023 2024 The Kroger Co. 100 131.19 168.66 178.23 186.91 255.56​S&P 500 Index 100 117.25 141.87 132.47 164.06 202.59​Peer Group 100 123.01 145.25 140.77 164.01 238.01​​Kroger’s fiscal year ends on the Saturday closest to January 31.​Data supplied by Standard & Poor’s.​The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto.* Total assumes $100 invested on February 1, 2020, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.​** The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc.​ PERFORMANCE GRAPH​Set forth below is a line graph comparing the five-year cumulative total shareholder return on our common shares, based on the market price of the common shares and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s 500 Stock Index and a peer group composed of food and drug companies.​​​​​​​​​​​​​​​​​​​Base​INDEXED RETURNS ​​Period​Years Ending Company Name/Index 2019 2020 2021 2022 2023 2024 The Kroger Co. 100 131.19 168.66 178.23 186.91 255.56​S&P 500 Index 100 117.25 141.87 132.47 164.06 202.59​Peer Group 100 123.01 145.25 140.77 164.01 238.01​​Kroger’s fiscal year ends on the Saturday closest to January 31.​Data supplied by Standard & Poor’s.​The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto.* Total assumes $100 invested on February 1, 2020, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.​** The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc.​" }, { "status": "MODIFIED", "current_title": "Net Earnings per Diluted Share excluding the Adjusted Items (continued)", "prior_title": "Net Earnings per Diluted Share excluding the Adjusted Items (continued)", "similarity_score": 0.777, "confidence": "high", "key_changes": [ "Reworded sentence: \"($ in millions, except per share amounts) ​ ​ Key Performance Indicators ​ We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel and adjusted items, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital.\"", "Reworded sentence: \"​ 31 31 31 RESULTS OF OPERATIONS​Sales​Total Sales($ in millions)​​​​​​​​​​​​​​​​​​​​​​​Percentage​​​Percentage​​​2023​​​2025​Change(1)​2024(6)​Change(2)​2023(6)​Adjusted(3)(6)​Total sales to retail customers without fuel(4)​$ 132,712​ 1.3% $ 130,973​ 0.9% $ 132,284​$ 129,868​Supermarket fuel sales​​ 13,584​ (9.3)% 14,973​ (8.4)% ​ 16,621​​ 16,340​Other sales(5)​ 1,346​ 14.4% 1,177​ 5.1% ​ 1,134​ 1,120​Total sales​$ 147,642​ 0.4% $ 147,123​ (0.1)% $ 150,039​$ 147,328​(1)This column represents the percentage change in 2025 compared to 2024.(2)This column represents the percentage change in 2024 compared to 2023 adjusted sales, which removes the Extra Week.(3)The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra Week.(4)eCommerce sales are included in the “Total sales to retail customers without fuel” line above.\"", "Reworded sentence: \"eCommerce sales growth was led by strong demand for our Delivery solutions.(5)Other sales primarily relate to external sales at food production plants, other pharmacy services, third-party media revenue and data analytic services.\"", "Reworded sentence: \"Total sales, excluding fuel, Kroger Specialty Pharmacy and the Labor Dispute, increased 3.1% in 2025, compared to 2024, which was primarily due to our identical sales increase, excluding fuel and the Labor Dispute, of 2.9%.\"", "Reworded sentence: \"Total sales, excluding fuel, Kroger Specialty Pharmacy and the Labor Dispute, increased 3.1% in 2025, compared to 2024, which was primarily due to our identical sales increase, excluding fuel and the Labor Dispute, of 2.9%.\"" ], "current_body": "($ in millions, except per share amounts) ​ ​ Key Performance Indicators ​ We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel and adjusted items, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital. We use these financial metrics and related computations to evaluate our operational effectiveness and our results of operations from period to period and to plan for near and long-term operating and strategic decisions. These key performance indicators should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies. ​ 31 31 31 RESULTS OF OPERATIONS​Sales​Total Sales($ in millions)​​​​​​​​​​​​​​​​​​​​​​​Percentage​​​Percentage​​​2023​​​2025​Change(1)​2024(6)​Change(2)​2023(6)​Adjusted(3)(6)​Total sales to retail customers without fuel(4)​$ 132,712​ 1.3% $ 130,973​ 0.9% $ 132,284​$ 129,868​Supermarket fuel sales​​ 13,584​ (9.3)% 14,973​ (8.4)% ​ 16,621​​ 16,340​Other sales(5)​ 1,346​ 14.4% 1,177​ 5.1% ​ 1,134​ 1,120​Total sales​$ 147,642​ 0.4% $ 147,123​ (0.1)% $ 150,039​$ 147,328​(1)This column represents the percentage change in 2025 compared to 2024.(2)This column represents the percentage change in 2024 compared to 2023 adjusted sales, which removes the Extra Week.(3)The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra Week.(4)eCommerce sales are included in the “Total sales to retail customers without fuel” line above. eCommerce sales increased 16% in 2025, 11% in 2024 and 12% in 2023, excluding the Extra Week in 2023. Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com, and the discontinuation of Ship Marketplace, eCommerce sales increased 17% in 2025. eCommerce sales include products ordered online and picked up at our stores and our Delivery solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. eCommerce sales growth was led by strong demand for our Delivery solutions.(5)Other sales primarily relate to external sales at food production plants, other pharmacy services, third-party media revenue and data analytic services. The increase in 2025, compared to 2024, is primarily due to an increase in other pharmacy services and third-party media revenue.(6)2024, 2023 and 2023 Adjusted sales by category have been reclassified to conform to the 2025 presentation.​Total sales increased in 2025, compared to 2024, by 0.4%. The increase was primarily due to an increase in total sales to retail customers without fuel, partially offset by a decrease in supermarket fuel sales and the sale of Kroger Specialty Pharmacy. Total supermarket fuel sales decreased 9.3% in 2025, compared to 2024, primarily due to a decrease in the average retail fuel price of 6.1% and a decrease in fuel gallons sold of 3.4%. 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 3.1% in 2025, compared to 2024, which was primarily due to our identical sales increase, excluding fuel and the Labor Dispute, of 2.9%. Identical sales, excluding fuel and the Labor Dispute, for 2025, compared to 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 units sold. ​32 RESULTS OF OPERATIONS​Sales​Total Sales($ in millions)​​​​​​​​​​​​​​​​​​​​​​​Percentage​​​Percentage​​​2023​​​2025​Change(1)​2024(6)​Change(2)​2023(6)​Adjusted(3)(6)​Total sales to retail customers without fuel(4)​$ 132,712​ 1.3% $ 130,973​ 0.9% $ 132,284​$ 129,868​Supermarket fuel sales​​ 13,584​ (9.3)% 14,973​ (8.4)% ​ 16,621​​ 16,340​Other sales(5)​ 1,346​ 14.4% 1,177​ 5.1% ​ 1,134​ 1,120​Total sales​$ 147,642​ 0.4% $ 147,123​ (0.1)% $ 150,039​$ 147,328​(1)This column represents the percentage change in 2025 compared to 2024.(2)This column represents the percentage change in 2024 compared to 2023 adjusted sales, which removes the Extra Week.(3)The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra Week.(4)eCommerce sales are included in the “Total sales to retail customers without fuel” line above. eCommerce sales increased 16% in 2025, 11% in 2024 and 12% in 2023, excluding the Extra Week in 2023. Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com, and the discontinuation of Ship Marketplace, eCommerce sales increased 17% in 2025. eCommerce sales include products ordered online and picked up at our stores and our Delivery solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. eCommerce sales growth was led by strong demand for our Delivery solutions.(5)Other sales primarily relate to external sales at food production plants, other pharmacy services, third-party media revenue and data analytic services. The increase in 2025, compared to 2024, is primarily due to an increase in other pharmacy services and third-party media revenue.(6)2024, 2023 and 2023 Adjusted sales by category have been reclassified to conform to the 2025 presentation.​Total sales increased in 2025, compared to 2024, by 0.4%. The increase was primarily due to an increase in total sales to retail customers without fuel, partially offset by a decrease in supermarket fuel sales and the sale of Kroger Specialty Pharmacy. Total supermarket fuel sales decreased 9.3% in 2025, compared to 2024, primarily due to a decrease in the average retail fuel price of 6.1% and a decrease in fuel gallons sold of 3.4%. 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 3.1% in 2025, compared to 2024, which was primarily due to our identical sales increase, excluding fuel and the Labor Dispute, of 2.9%. Identical sales, excluding fuel and the Labor Dispute, for 2025, compared to 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 units sold. ​", "prior_body": "($ in millions, except per share amounts) ​ ​ Key Performance Indicators ​ We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital. We use these financial metrics and related computations to evaluate our operational effectiveness and our results of operations from period to period and to plan for near and long-term operating and strategic decisions. These key performance indicators should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies. ​ 33 33 33 RESULTS OF OPERATIONS​Sales​Total Sales($ in millions)​​​​​​​​​​​​​​​​​​​​​​Percentage​​​2023​Percentage​​​​2024​Change(1)​2023(6)​Adjusted(2)(6)​Change(3)​2022(6)Total sales to retail customers without fuel(4)​$ 130,859​ 0.8% $ 132,175​$ 129,759​ 0.9% $ 128,559Supermarket fuel sales​​ 14,973​ (8.4)% 16,621​​ 16,340​ (12.3)% ​ 18,632Other sales(5)​ 1,291​ 5.0% 1,243​​ 1,229​ 15.2% 1,067Total sales​$ 147,123​ (0.1)% $ 150,039​$ 147,328​ (0.6)% $ 148,258(1)This column represents the percentage change in 2024 compared to 2023 adjusted sales, which removes the Extra Week.(2)The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra Week.(3)This column represents the percentage change in 2023 adjusted sales compared to 2022.(4)Digital sales are included in the “Total sales to retail customers without fuel” line above. Digital 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. Digital sales increased approximately 11% in 2024 and 12% in 2023, excluding the Extra Week in 2023, and increased approximately 4% in 2022. Digital sales growth for 2024, 2023 and 2022 was led by strength in our Delivery solutions, which grew by 18% in 2024 and 25% in 2023, excluding the Extra Week in 2023, and 25% in 2022. Delivery solutions growth was driven by the growth in demand across our Kroger Delivery network.(5)Other sales primarily relate to external sales at food production plants, third-party media revenue and data analytic services. The increase in 2024, compared to 2023, is primarily due to an increase in external sales at food production plants and in third-party media revenue. The increase in 2023, compared to 2022, is primarily due to an increase in data analytic services and third-party media revenue.(6)2023, 2023 adjusted and 2022 sales by category amounts have been reclassified to conform to the 2024 presentation.​Total sales decreased in 2024, compared to total 2023 adjusted sales, by 0.1%. Total 2023 adjusted sales represent total sales for 2023 excluding the Extra Week. 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 8.4%, compared to 2023 adjusted supermarket fuel sales, primarily due to a decrease in the average retail fuel price of 5.9% and a decrease in fuel gallons sold of 2.6%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. Total sales, excluding fuel and Kroger Specialty Pharmacy, adjusted for the Extra Week, increased 1.8% in 2024, compared to 2023, which was primarily due to our identical sales increase, excluding fuel, of 1.5%. Identical sales, excluding fuel, for 2024, compared to 2023, increased primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​Total 2023 adjusted sales decreased in 2023, compared to 2022, by 0.6%. The decrease was primarily due to the decrease in supermarket fuel sales, partially offset by the increase in total sales to retail customers without fuel. Total sales, excluding fuel, adjusted for the Extra Week, increased 1.1% in 2023, compared to 2022, which was primarily due to our identical sales increase, excluding fuel, of 0.9%. Identical sales, excluding fuel, in 2023, compared to 2022, increased primarily due to an increase in the number of loyal households shopping with us and an increase in basket value due to retail inflation, partially offset by a reduction in the number of items in basket and the termination of our agreement with Express Scripts effective December 31, 2022. Identical sales, excluding fuel, would have grown 2.3% in 2023 if not for the approximately $1.8 billion reduction in pharmacy sales from the termination of our agreement with Express Scripts effective December 31, 2022. Total adjusted fuel sales decreased 12.3% in 2023, compared to 2022, primarily due to a decrease in the average retail fuel price of 11.1% and a decrease in fuel gallons sold of 1.5%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. ​34 RESULTS OF OPERATIONS​Sales​Total Sales($ in millions)​​​​​​​​​​​​​​​​​​​​​​Percentage​​​2023​Percentage​​​​2024​Change(1)​2023(6)​Adjusted(2)(6)​Change(3)​2022(6)Total sales to retail customers without fuel(4)​$ 130,859​ 0.8% $ 132,175​$ 129,759​ 0.9% $ 128,559Supermarket fuel sales​​ 14,973​ (8.4)% 16,621​​ 16,340​ (12.3)% ​ 18,632Other sales(5)​ 1,291​ 5.0% 1,243​​ 1,229​ 15.2% 1,067Total sales​$ 147,123​ (0.1)% $ 150,039​$ 147,328​ (0.6)% $ 148,258(1)This column represents the percentage change in 2024 compared to 2023 adjusted sales, which removes the Extra Week.(2)The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra Week.(3)This column represents the percentage change in 2023 adjusted sales compared to 2022.(4)Digital sales are included in the “Total sales to retail customers without fuel” line above. Digital 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. Digital sales increased approximately 11% in 2024 and 12% in 2023, excluding the Extra Week in 2023, and increased approximately 4% in 2022. Digital sales growth for 2024, 2023 and 2022 was led by strength in our Delivery solutions, which grew by 18% in 2024 and 25% in 2023, excluding the Extra Week in 2023, and 25% in 2022. Delivery solutions growth was driven by the growth in demand across our Kroger Delivery network.(5)Other sales primarily relate to external sales at food production plants, third-party media revenue and data analytic services. The increase in 2024, compared to 2023, is primarily due to an increase in external sales at food production plants and in third-party media revenue. The increase in 2023, compared to 2022, is primarily due to an increase in data analytic services and third-party media revenue.(6)2023, 2023 adjusted and 2022 sales by category amounts have been reclassified to conform to the 2024 presentation.​Total sales decreased in 2024, compared to total 2023 adjusted sales, by 0.1%. Total 2023 adjusted sales represent total sales for 2023 excluding the Extra Week. 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 8.4%, compared to 2023 adjusted supermarket fuel sales, primarily due to a decrease in the average retail fuel price of 5.9% and a decrease in fuel gallons sold of 2.6%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. Total sales, excluding fuel and Kroger Specialty Pharmacy, adjusted for the Extra Week, increased 1.8% in 2024, compared to 2023, which was primarily due to our identical sales increase, excluding fuel, of 1.5%. Identical sales, excluding fuel, for 2024, compared to 2023, increased primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​Total 2023 adjusted sales decreased in 2023, compared to 2022, by 0.6%. The decrease was primarily due to the decrease in supermarket fuel sales, partially offset by the increase in total sales to retail customers without fuel. Total sales, excluding fuel, adjusted for the Extra Week, increased 1.1% in 2023, compared to 2022, which was primarily due to our identical sales increase, excluding fuel, of 0.9%. Identical sales, excluding fuel, in 2023, compared to 2022, increased primarily due to an increase in the number of loyal households shopping with us and an increase in basket value due to retail inflation, partially offset by a reduction in the number of items in basket and the termination of our agreement with Express Scripts effective December 31, 2022. Identical sales, excluding fuel, would have grown 2.3% in 2023 if not for the approximately $1.8 billion reduction in pharmacy sales from the termination of our agreement with Express Scripts effective December 31, 2022. Total adjusted fuel sales decreased 12.3% in 2023, compared to 2022, primarily due to a decrease in the average retail fuel price of 11.1% and a decrease in fuel gallons sold of 1.5%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. ​ RESULTS OF OPERATIONS​Sales​Total Sales($ in millions)​​​​​​​​​​​​​​​​​​​​​​Percentage​​​2023​Percentage​​​​2024​Change(1)​2023(6)​Adjusted(2)(6)​Change(3)​2022(6)Total sales to retail customers without fuel(4)​$ 130,859​ 0.8% $ 132,175​$ 129,759​ 0.9% $ 128,559Supermarket fuel sales​​ 14,973​ (8.4)% 16,621​​ 16,340​ (12.3)% ​ 18,632Other sales(5)​ 1,291​ 5.0% 1,243​​ 1,229​ 15.2% 1,067Total sales​$ 147,123​ (0.1)% $ 150,039​$ 147,328​ (0.6)% $ 148,258(1)This column represents the percentage change in 2024 compared to 2023 adjusted sales, which removes the Extra Week.(2)The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra Week.(3)This column represents the percentage change in 2023 adjusted sales compared to 2022.(4)Digital sales are included in the “Total sales to retail customers without fuel” line above. Digital 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. Digital sales increased approximately 11% in 2024 and 12% in 2023, excluding the Extra Week in 2023, and increased approximately 4% in 2022. Digital sales growth for 2024, 2023 and 2022 was led by strength in our Delivery solutions, which grew by 18% in 2024 and 25% in 2023, excluding the Extra Week in 2023, and 25% in 2022. Delivery solutions growth was driven by the growth in demand across our Kroger Delivery network.(5)Other sales primarily relate to external sales at food production plants, third-party media revenue and data analytic services. The increase in 2024, compared to 2023, is primarily due to an increase in external sales at food production plants and in third-party media revenue. The increase in 2023, compared to 2022, is primarily due to an increase in data analytic services and third-party media revenue.(6)2023, 2023 adjusted and 2022 sales by category amounts have been reclassified to conform to the 2024 presentation.​Total sales decreased in 2024, compared to total 2023 adjusted sales, by 0.1%. Total 2023 adjusted sales represent total sales for 2023 excluding the Extra Week. 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 8.4%, compared to 2023 adjusted supermarket fuel sales, primarily due to a decrease in the average retail fuel price of 5.9% and a decrease in fuel gallons sold of 2.6%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. Total sales, excluding fuel and Kroger Specialty Pharmacy, adjusted for the Extra Week, increased 1.8% in 2024, compared to 2023, which was primarily due to our identical sales increase, excluding fuel, of 1.5%. Identical sales, excluding fuel, for 2024, compared to 2023, increased primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​Total 2023 adjusted sales decreased in 2023, compared to 2022, by 0.6%. The decrease was primarily due to the decrease in supermarket fuel sales, partially offset by the increase in total sales to retail customers without fuel. Total sales, excluding fuel, adjusted for the Extra Week, increased 1.1% in 2023, compared to 2022, which was primarily due to our identical sales increase, excluding fuel, of 0.9%. Identical sales, excluding fuel, in 2023, compared to 2022, increased primarily due to an increase in the number of loyal households shopping with us and an increase in basket value due to retail inflation, partially offset by a reduction in the number of items in basket and the termination of our agreement with Express Scripts effective December 31, 2022. Identical sales, excluding fuel, would have grown 2.3% in 2023 if not for the approximately $1.8 billion reduction in pharmacy sales from the termination of our agreement with Express Scripts effective December 31, 2022. Total adjusted fuel sales decreased 12.3% in 2023, compared to 2022, primarily due to a decrease in the average retail fuel price of 11.1% and a decrease in fuel gallons sold of 1.5%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. ​" }, { "status": "MODIFIED", "current_title": "(In millions)", "prior_title": "(In millions)", "similarity_score": 0.776, "confidence": "high", "key_changes": [ "Reworded sentence: \"(52 weeks) ​ (52 weeks) ​ (53 weeks) Net earnings including noncontrolling interests ​ $ 1,024 ​ $ 2,672 ​ $ 2,169 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in pension and other postretirement defined benefit plans, net of income tax(1) ​ ​ (25) ​ ​ (37) ​ ​ (46) ​ Unrealized gains and losses on cash flow hedging activities, net of income tax(2) ​ 3 ​ (103) ​ 183 ​ Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3) ​ ​ 8 ​ ​ 8 ​ ​ 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income ​ (14) ​ (132) ​ 143 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income ​ 1,010 ​ 2,540 ​ 2,312 ​ Comprehensive income attributable to noncontrolling interests ​ 8 ​ 7 ​ 5 ​ Comprehensive income attributable to The Kroger Co.\"", "Reworded sentence: \"​ 56 56 56 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​2025 ​ ​ ​2024 ​ ​ ​2023​(In millions) (52 weeks)​(52 weeks)​(53 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 1,024​$ 2,672​$ 2,169​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,332​ 3,246​ 3,125​Fulfillment network impairment and related charges​​ 2,497​​ —​​ —​Asset impairment and store closure charges​​ 187​​ 98​​ 69​Operating lease asset amortization​​ 588​​ 603​​ 625​LIFO charge​ 157​ 95​ 113​Share-based employee compensation​ 157​ 175​ 172​Deferred income taxes​ (330)​ (102)​ (155)​Gain on sale of business​​ —​​ (79)​​ —​Gain on sale of assets​​ (13)​​ (70)​​ (56)​Loss on investments​​ 41​​ 148​​ (151)​Other​ 1​ 20​ 69​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ 68​ (97)​ (88)​Receivables​ 113​ (288)​ 14​Inventories​ (86)​ (144)​ 342​Prepaid and other current assets​ 8​ (166)​ 72​Accounts payable​ 388​ 253​ 545​Accrued expenses​ 165​ 107​ (222)​Income taxes receivable and payable​ (115)​​ 76​​ 68​Operating lease liabilities​​ (529)​​ (609)​​ (695)​Other​ (342)​ (144)​ 772​​​​​​​​​​​​Net cash provided by operating activities​ 7,311​ 5,794​ 6,788​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (3,855)​ (4,017)​ (3,904)​Proceeds from sale of assets​ 76​​ 377​​ 101​Net proceeds from sale of business​​ 52​​ 464​​ —​Other​ (187)​ (52)​ 53​​​​​​​​​​​​Net cash used by investing activities​ (3,914)​ (3,228)​ (3,750)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 43​ 10,502​ 15​Payments on long-term debt including obligations under finance leases​ (540)​​ (4,883)​​ (1,301)​Dividends paid​​ (885)​​ (883)​​ (796)​Financing fees paid​​ —​​ (116)​​ —​Proceeds from issuance of capital stock​​ 182​ 127​ 50​Treasury stock purchases​ (2,699)​ (4,156)​ (62)​Unsettled accelerated share repurchases​ —​ (1,000)​ —​Other​​ (123)​ (81)​ (76)​​​​​​​​​​​​Net cash used by financing activities​ (4,022)​ (490)​ (2,170)​​​​​​​​​​​​Net (decrease) increase in cash and temporary cash investments​ (625)​ 2,076​ 868​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 3,959​ 1,883​ 1,015​End of year​$ 3,334​$ 3,959​$ 1,883​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (3,855)​$ (4,017)​$ (3,904)​Payments for lease buyouts​​ 33​ 51​ —​Changes in construction-in-progress payables​ (40)​ 343​ 344​Total capital investments, excluding lease buyouts​$ (3,862)​$ (3,623)​$ (3,560)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 633​$ 252​$ 488​Cash paid during the year for income taxes​$ 635​$ 681​$ 751​​​The accompanying notes are an integral part of the consolidated financial statements.​​57 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​2025 ​ ​ ​2024 ​ ​ ​2023​(In millions) (52 weeks)​(52 weeks)​(53 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 1,024​$ 2,672​$ 2,169​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,332​ 3,246​ 3,125​Fulfillment network impairment and related charges​​ 2,497​​ —​​ —​Asset impairment and store closure charges​​ 187​​ 98​​ 69​Operating lease asset amortization​​ 588​​ 603​​ 625​LIFO charge​ 157​ 95​ 113​Share-based employee compensation​ 157​ 175​ 172​Deferred income taxes​ (330)​ (102)​ (155)​Gain on sale of business​​ —​​ (79)​​ —​Gain on sale of assets​​ (13)​​ (70)​​ (56)​Loss on investments​​ 41​​ 148​​ (151)​Other​ 1​ 20​ 69​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ 68​ (97)​ (88)​Receivables​ 113​ (288)​ 14​Inventories​ (86)​ (144)​ 342​Prepaid and other current assets​ 8​ (166)​ 72​Accounts payable​ 388​ 253​ 545​Accrued expenses​ 165​ 107​ (222)​Income taxes receivable and payable​ (115)​​ 76​​ 68​Operating lease liabilities​​ (529)​​ (609)​​ (695)​Other​ (342)​ (144)​ 772​​​​​​​​​​​​Net cash provided by operating activities​ 7,311​ 5,794​ 6,788​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (3,855)​ (4,017)​ (3,904)​Proceeds from sale of assets​ 76​​ 377​​ 101​Net proceeds from sale of business​​ 52​​ 464​​ —​Other​ (187)​ (52)​ 53​​​​​​​​​​​​Net cash used by investing activities​ (3,914)​ (3,228)​ (3,750)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 43​ 10,502​ 15​Payments on long-term debt including obligations under finance leases​ (540)​​ (4,883)​​ (1,301)​Dividends paid​​ (885)​​ (883)​​ (796)​Financing fees paid​​ —​​ (116)​​ —​Proceeds from issuance of capital stock​​ 182​ 127​ 50​Treasury stock purchases​ (2,699)​ (4,156)​ (62)​Unsettled accelerated share repurchases​ —​ (1,000)​ —​Other​​ (123)​ (81)​ (76)​​​​​​​​​​​​Net cash used by financing activities​ (4,022)​ (490)​ (2,170)​​​​​​​​​​​​Net (decrease) increase in cash and temporary cash investments​ (625)​ 2,076​ 868​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 3,959​ 1,883​ 1,015​End of year​$ 3,334​$ 3,959​$ 1,883​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (3,855)​$ (4,017)​$ (3,904)​Payments for lease buyouts​​ 33​ 51​ —​Changes in construction-in-progress payables​ (40)​ 343​ 344​Total capital investments, excluding lease buyouts​$ (3,862)​$ (3,623)​$ (3,560)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 633​$ 252​$ 488​Cash paid during the year for income taxes​$ 635​$ 681​$ 751​​​The accompanying notes are an integral part of the consolidated financial statements.​​\"" ], "current_body": "(52 weeks) ​ (52 weeks) ​ (53 weeks) Net earnings including noncontrolling interests ​ $ 1,024 ​ $ 2,672 ​ $ 2,169 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in pension and other postretirement defined benefit plans, net of income tax(1) ​ ​ (25) ​ ​ (37) ​ ​ (46) ​ Unrealized gains and losses on cash flow hedging activities, net of income tax(2) ​ 3 ​ (103) ​ 183 ​ Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3) ​ ​ 8 ​ ​ 8 ​ ​ 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income ​ (14) ​ (132) ​ 143 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income ​ 1,010 ​ 2,540 ​ 2,312 ​ Comprehensive income attributable to noncontrolling interests ​ 8 ​ 7 ​ 5 ​ Comprehensive income attributable to The Kroger Co. ​ $ 1,002 ​ $ 2,533 ​ $ 2,307 ​ ​ Amount is net of tax benefit of $(7) in 2025, $(11) in 2024 and $(14) in 2023. Amount is net of tax (benefit) expense of $(31) in 2024 and $56 in 2023. Amount is net of tax expense of $2 in 2025, $1 in 2024 and $2 in 2023. ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 56 56 56 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​2025 ​ ​ ​2024 ​ ​ ​2023​(In millions) (52 weeks)​(52 weeks)​(53 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 1,024​$ 2,672​$ 2,169​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,332​ 3,246​ 3,125​Fulfillment network impairment and related charges​​ 2,497​​ —​​ —​Asset impairment and store closure charges​​ 187​​ 98​​ 69​Operating lease asset amortization​​ 588​​ 603​​ 625​LIFO charge​ 157​ 95​ 113​Share-based employee compensation​ 157​ 175​ 172​Deferred income taxes​ (330)​ (102)​ (155)​Gain on sale of business​​ —​​ (79)​​ —​Gain on sale of assets​​ (13)​​ (70)​​ (56)​Loss on investments​​ 41​​ 148​​ (151)​Other​ 1​ 20​ 69​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ 68​ (97)​ (88)​Receivables​ 113​ (288)​ 14​Inventories​ (86)​ (144)​ 342​Prepaid and other current assets​ 8​ (166)​ 72​Accounts payable​ 388​ 253​ 545​Accrued expenses​ 165​ 107​ (222)​Income taxes receivable and payable​ (115)​​ 76​​ 68​Operating lease liabilities​​ (529)​​ (609)​​ (695)​Other​ (342)​ (144)​ 772​​​​​​​​​​​​Net cash provided by operating activities​ 7,311​ 5,794​ 6,788​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (3,855)​ (4,017)​ (3,904)​Proceeds from sale of assets​ 76​​ 377​​ 101​Net proceeds from sale of business​​ 52​​ 464​​ —​Other​ (187)​ (52)​ 53​​​​​​​​​​​​Net cash used by investing activities​ (3,914)​ (3,228)​ (3,750)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 43​ 10,502​ 15​Payments on long-term debt including obligations under finance leases​ (540)​​ (4,883)​​ (1,301)​Dividends paid​​ (885)​​ (883)​​ (796)​Financing fees paid​​ —​​ (116)​​ —​Proceeds from issuance of capital stock​​ 182​ 127​ 50​Treasury stock purchases​ (2,699)​ (4,156)​ (62)​Unsettled accelerated share repurchases​ —​ (1,000)​ —​Other​​ (123)​ (81)​ (76)​​​​​​​​​​​​Net cash used by financing activities​ (4,022)​ (490)​ (2,170)​​​​​​​​​​​​Net (decrease) increase in cash and temporary cash investments​ (625)​ 2,076​ 868​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 3,959​ 1,883​ 1,015​End of year​$ 3,334​$ 3,959​$ 1,883​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (3,855)​$ (4,017)​$ (3,904)​Payments for lease buyouts​​ 33​ 51​ —​Changes in construction-in-progress payables​ (40)​ 343​ 344​Total capital investments, excluding lease buyouts​$ (3,862)​$ (3,623)​$ (3,560)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 633​$ 252​$ 488​Cash paid during the year for income taxes​$ 635​$ 681​$ 751​​​The accompanying notes are an integral part of the consolidated financial statements.​​57 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​2025 ​ ​ ​2024 ​ ​ ​2023​(In millions) (52 weeks)​(52 weeks)​(53 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 1,024​$ 2,672​$ 2,169​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,332​ 3,246​ 3,125​Fulfillment network impairment and related charges​​ 2,497​​ —​​ —​Asset impairment and store closure charges​​ 187​​ 98​​ 69​Operating lease asset amortization​​ 588​​ 603​​ 625​LIFO charge​ 157​ 95​ 113​Share-based employee compensation​ 157​ 175​ 172​Deferred income taxes​ (330)​ (102)​ (155)​Gain on sale of business​​ —​​ (79)​​ —​Gain on sale of assets​​ (13)​​ (70)​​ (56)​Loss on investments​​ 41​​ 148​​ (151)​Other​ 1​ 20​ 69​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ 68​ (97)​ (88)​Receivables​ 113​ (288)​ 14​Inventories​ (86)​ (144)​ 342​Prepaid and other current assets​ 8​ (166)​ 72​Accounts payable​ 388​ 253​ 545​Accrued expenses​ 165​ 107​ (222)​Income taxes receivable and payable​ (115)​​ 76​​ 68​Operating lease liabilities​​ (529)​​ (609)​​ (695)​Other​ (342)​ (144)​ 772​​​​​​​​​​​​Net cash provided by operating activities​ 7,311​ 5,794​ 6,788​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (3,855)​ (4,017)​ (3,904)​Proceeds from sale of assets​ 76​​ 377​​ 101​Net proceeds from sale of business​​ 52​​ 464​​ —​Other​ (187)​ (52)​ 53​​​​​​​​​​​​Net cash used by investing activities​ (3,914)​ (3,228)​ (3,750)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 43​ 10,502​ 15​Payments on long-term debt including obligations under finance leases​ (540)​​ (4,883)​​ (1,301)​Dividends paid​​ (885)​​ (883)​​ (796)​Financing fees paid​​ —​​ (116)​​ —​Proceeds from issuance of capital stock​​ 182​ 127​ 50​Treasury stock purchases​ (2,699)​ (4,156)​ (62)​Unsettled accelerated share repurchases​ —​ (1,000)​ —​Other​​ (123)​ (81)​ (76)​​​​​​​​​​​​Net cash used by financing activities​ (4,022)​ (490)​ (2,170)​​​​​​​​​​​​Net (decrease) increase in cash and temporary cash investments​ (625)​ 2,076​ 868​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 3,959​ 1,883​ 1,015​End of year​$ 3,334​$ 3,959​$ 1,883​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (3,855)​$ (4,017)​$ (3,904)​Payments for lease buyouts​​ 33​ 51​ —​Changes in construction-in-progress payables​ (40)​ 343​ 344​Total capital investments, excluding lease buyouts​$ (3,862)​$ (3,623)​$ (3,560)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 633​$ 252​$ 488​Cash paid during the year for income taxes​$ 635​$ 681​$ 751​​​The accompanying notes are an integral part of the consolidated financial statements.​​", "prior_body": "(52 weeks) ​ (53 weeks) ​ (52 weeks) Net earnings including noncontrolling interests ​ $ 2,672 ​ $ 2,169 ​ $ 2,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in pension and other postretirement defined benefit plans, net of income tax(1) ​ ​ (37) ​ ​ (46) ​ ​ (83) Unrealized gains and losses on cash flow hedging activities, net of income tax(2) ​ (103) ​ 183 ​ (89) Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3) ​ ​ 8 ​ ​ 6 ​ ​ 7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income ​ (132) ​ 143 ​ (165) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income ​ 2,540 ​ 2,312 ​ 2,084 Comprehensive income attributable to noncontrolling interests ​ 7 ​ 5 ​ 5 Comprehensive income attributable to The Kroger Co. ​ $ 2,533 ​ $ 2,307 ​ $ 2,079 ​ Amount is net of tax benefit of $(11) in 2024, $(14) in 2023 and $(26) in 2022. Amount is net of tax (benefit) expense of $(31) in 2024, $56 in 2023 and $(27) in 2022. Amount is net of tax expense of $1 in 2024, $2 in 2023 and $2 in 2022. ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 58 58 58 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​2024 2023 2022​(In millions) (52 weeks)​(53 weeks)​(52 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 2,672​$ 2,169​$ 2,249​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,246​ 3,125​ 2,965​Asset impairment charges​​ 98​​ 69​​ 68​Goodwill and fixed asset impairment charges related to Vitacost.com​​ —​​ —​​ 164​Operating lease asset amortization​​ 603​​ 625​​ 614​LIFO charge​ 95​ 113​ 626​Share-based employee compensation​ 175​ 172​ 190​Company-sponsored pension plans​ (2)​ (9)​ (26)​Deferred income taxes​ (102)​ (155)​ 161​Gain on sale of assets​​ (70)​​ (56)​​ (40)​Gain on sale of business​​ (79)​​ —​​ —​Loss (gain) on investments​​ 148​​ (151)​​ 728​Other​ 22​ 78​ (8)​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ (97)​ (88)​ (45)​Receivables​ (288)​ 14​ (222)​Inventories​ (144)​ 342​ (1,370)​Prepaid and other current assets​ (166)​ 72​ (36)​Accounts payable​ 253​ 545​ 44​Accrued expenses​ 107​ (222)​ (167)​Income taxes receivable and payable​ 76​​ 68​​ (190)​Operating lease liabilities​​ (609)​​ (695)​​ (622)​Other​ (144)​ 772​ (585)​​​​​​​​​​​​Net cash provided by operating activities​ 5,794​ 6,788​ 4,498​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (4,017)​ (3,904)​ (3,078)​Proceeds from sale of assets​ 377​​ 101​​ 78​Net proceeds from sale of business​​ 464​​ —​​ —​Other​ (52)​ 53​ (15)​​​​​​​​​​​​Net cash used by investing activities​ (3,228)​ (3,750)​ (3,015)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 10,502​ 15​ —​Payments on long-term debt including obligations under finance leases​ (4,883)​​ (1,301)​​ (552)​Dividends paid​​ (883)​​ (796)​​ (682)​Financing fees paid​​ (116)​​ —​​ (84)​Proceeds from issuance of capital stock​​ 127​ 50​ 134​Treasury stock purchases​ (4,156)​ (62)​ (993)​Unsettled accelerated share repurchases​ (1,000)​ —​ —​Other​​ (81)​ (76)​ (112)​​​​​​​​​​​​Net cash used by financing activities​ (490)​ (2,170)​ (2,289)​​​​​​​​​​​​Net increase (decrease) in cash and temporary cash investments​ 2,076​ 868​ (806)​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 1,883​ 1,015​ 1,821​End of year​$ 3,959​$ 1,883​$ 1,015​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (4,017)​$ (3,904)​$ (3,078)​Payments for lease buyouts​​ 51​ —​ 21​Changes in construction-in-progress payables​ 343​ 344​ (281)​Total capital investments, excluding lease buyouts​$ (3,623)​$ (3,560)​$ (3,338)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 252​$ 488​$ 545​Cash paid during the year for income taxes​$ 681​$ 751​$ 698​​​The accompanying notes are an integral part of the consolidated financial statements.​​59 THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​2024 2023 2022​(In millions) (52 weeks)​(53 weeks)​(52 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 2,672​$ 2,169​$ 2,249​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,246​ 3,125​ 2,965​Asset impairment charges​​ 98​​ 69​​ 68​Goodwill and fixed asset impairment charges related to Vitacost.com​​ —​​ —​​ 164​Operating lease asset amortization​​ 603​​ 625​​ 614​LIFO charge​ 95​ 113​ 626​Share-based employee compensation​ 175​ 172​ 190​Company-sponsored pension plans​ (2)​ (9)​ (26)​Deferred income taxes​ (102)​ (155)​ 161​Gain on sale of assets​​ (70)​​ (56)​​ (40)​Gain on sale of business​​ (79)​​ —​​ —​Loss (gain) on investments​​ 148​​ (151)​​ 728​Other​ 22​ 78​ (8)​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ (97)​ (88)​ (45)​Receivables​ (288)​ 14​ (222)​Inventories​ (144)​ 342​ (1,370)​Prepaid and other current assets​ (166)​ 72​ (36)​Accounts payable​ 253​ 545​ 44​Accrued expenses​ 107​ (222)​ (167)​Income taxes receivable and payable​ 76​​ 68​​ (190)​Operating lease liabilities​​ (609)​​ (695)​​ (622)​Other​ (144)​ 772​ (585)​​​​​​​​​​​​Net cash provided by operating activities​ 5,794​ 6,788​ 4,498​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (4,017)​ (3,904)​ (3,078)​Proceeds from sale of assets​ 377​​ 101​​ 78​Net proceeds from sale of business​​ 464​​ —​​ —​Other​ (52)​ 53​ (15)​​​​​​​​​​​​Net cash used by investing activities​ (3,228)​ (3,750)​ (3,015)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 10,502​ 15​ —​Payments on long-term debt including obligations under finance leases​ (4,883)​​ (1,301)​​ (552)​Dividends paid​​ (883)​​ (796)​​ (682)​Financing fees paid​​ (116)​​ —​​ (84)​Proceeds from issuance of capital stock​​ 127​ 50​ 134​Treasury stock purchases​ (4,156)​ (62)​ (993)​Unsettled accelerated share repurchases​ (1,000)​ —​ —​Other​​ (81)​ (76)​ (112)​​​​​​​​​​​​Net cash used by financing activities​ (490)​ (2,170)​ (2,289)​​​​​​​​​​​​Net increase (decrease) in cash and temporary cash investments​ 2,076​ 868​ (806)​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 1,883​ 1,015​ 1,821​End of year​$ 3,959​$ 1,883​$ 1,015​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (4,017)​$ (3,904)​$ (3,078)​Payments for lease buyouts​​ 51​ —​ 21​Changes in construction-in-progress payables​ 343​ 344​ (281)​Total capital investments, excluding lease buyouts​$ (3,623)​$ (3,560)​$ (3,338)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 252​$ 488​$ 545​Cash paid during the year for income taxes​$ 681​$ 751​$ 698​​​The accompanying notes are an integral part of the consolidated financial statements.​​ THE KROGER CO.CONSOLIDATED STATEMENTS OF CASH FLOWS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​2024 2023 2022​(In millions) (52 weeks)​(53 weeks)​(52 weeks) Cash Flows from Operating Activities:​​​​​​​​​​Net earnings including noncontrolling interests ​$ 2,672​$ 2,169​$ 2,249​Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 3,246​ 3,125​ 2,965​Asset impairment charges​​ 98​​ 69​​ 68​Goodwill and fixed asset impairment charges related to Vitacost.com​​ —​​ —​​ 164​Operating lease asset amortization​​ 603​​ 625​​ 614​LIFO charge​ 95​ 113​ 626​Share-based employee compensation​ 175​ 172​ 190​Company-sponsored pension plans​ (2)​ (9)​ (26)​Deferred income taxes​ (102)​ (155)​ 161​Gain on sale of assets​​ (70)​​ (56)​​ (40)​Gain on sale of business​​ (79)​​ —​​ —​Loss (gain) on investments​​ 148​​ (151)​​ 728​Other​ 22​ 78​ (8)​Changes in operating assets and liabilities:​​​​​​​​​​Store deposits in-transit​ (97)​ (88)​ (45)​Receivables​ (288)​ 14​ (222)​Inventories​ (144)​ 342​ (1,370)​Prepaid and other current assets​ (166)​ 72​ (36)​Accounts payable​ 253​ 545​ 44​Accrued expenses​ 107​ (222)​ (167)​Income taxes receivable and payable​ 76​​ 68​​ (190)​Operating lease liabilities​​ (609)​​ (695)​​ (622)​Other​ (144)​ 772​ (585)​​​​​​​​​​​​Net cash provided by operating activities​ 5,794​ 6,788​ 4,498​​​​​​​​​​​​Cash Flows from Investing Activities:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​ (4,017)​ (3,904)​ (3,078)​Proceeds from sale of assets​ 377​​ 101​​ 78​Net proceeds from sale of business​​ 464​​ —​​ —​Other​ (52)​ 53​ (15)​​​​​​​​​​​​Net cash used by investing activities​ (3,228)​ (3,750)​ (3,015)​​​​​​​​​​​​Cash Flows from Financing Activities:​​​​​​​​​​Proceeds from issuance of long-term debt​ 10,502​ 15​ —​Payments on long-term debt including obligations under finance leases​ (4,883)​​ (1,301)​​ (552)​Dividends paid​​ (883)​​ (796)​​ (682)​Financing fees paid​​ (116)​​ —​​ (84)​Proceeds from issuance of capital stock​​ 127​ 50​ 134​Treasury stock purchases​ (4,156)​ (62)​ (993)​Unsettled accelerated share repurchases​ (1,000)​ —​ —​Other​​ (81)​ (76)​ (112)​​​​​​​​​​​​Net cash used by financing activities​ (490)​ (2,170)​ (2,289)​​​​​​​​​​​​Net increase (decrease) in cash and temporary cash investments​ 2,076​ 868​ (806)​​​​​​​​​​​​Cash and temporary cash investments:​​​​​​​​​​Beginning of year​ 1,883​ 1,015​ 1,821​End of year​$ 3,959​$ 1,883​$ 1,015​​​​​​​​​​​​Reconciliation of capital investments:​​​​​​​​​​Payments for property and equipment, including payments for lease buyouts​$ (4,017)​$ (3,904)​$ (3,078)​Payments for lease buyouts​​ 51​ —​ 21​Changes in construction-in-progress payables​ 343​ 344​ (281)​Total capital investments, excluding lease buyouts​$ (3,623)​$ (3,560)​$ (3,338)​​​​​​​​​​​​Disclosure of cash flow information:​​​​​​​​​​Cash paid during the year for net interest​$ 252​$ 488​$ 545​Cash paid during the year for income taxes​$ 681​$ 751​$ 698​​​The accompanying notes are an integral part of the consolidated financial statements.​​" }, { "status": "MODIFIED", "current_title": "SHAREOWNERS’ EQUITY", "prior_title": "SHAREOWNERS’ EQUITY", "similarity_score": 0.776, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred shares, $100 par per share, 5 shares authorized and unissued ​ ​ — — ​ ​ — — ​ Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2025 and 2024 ​ 1,918 ​ 1,918 ​ Additional paid-in capital ​ 3,907 ​ 3,087 ​ Accumulated other comprehensive loss ​ (635) ​ (621) ​ Accumulated earnings ​ 28,850 ​ 28,724 ​ Common shares in treasury, at cost, 1,303 shares in 2025 and 1,258 shares in 2024 ​ (28,113) ​ (24,823) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Shareowners’ Equity - The Kroger Co.\"" ], "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred shares, $100 par per share, 5 shares authorized and unissued ​ ​ — — ​ ​ — — ​ Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2025 and 2024 ​ 1,918 ​ 1,918 ​ Additional paid-in capital ​ 3,907 ​ 3,087 ​ Accumulated other comprehensive loss ​ (635) ​ (621) ​ Accumulated earnings ​ 28,850 ​ 28,724 ​ Common shares in treasury, at cost, 1,303 shares in 2025 and 1,258 shares in 2024 ​ (28,113) ​ (24,823) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Shareowners’ Equity - The Kroger Co. ​ 5,927 ​ 8,285 ​ Noncontrolling interests ​ 9 ​ (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Equity ​ 5,936 ​ 8,281 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Equity ​ $ 49,953 ​ $ 52,616 ​ ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 54 54 54 THE KROGER CO.CONSOLIDATED STATEMENTS OF OPERATIONS​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​​​​​​​​​ ​​​2025 ​ ​ ​2024 ​ ​ ​2023​(In millions, except per share amounts) ​ ​ ​ (52 weeks)​(52 weeks)​(53 weeks) Sales​​$ 147,642​$ 147,123​$ 150,039​​​​​​​​​​​​​Operating expenses​​​​​​​​​​​Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below​​ 113,240​ 113,720​ 116,675​Operating, general and administrative​​ 28,308​ 25,431​ 26,252​Rent​​ 872​ 877​ 891​Depreciation and amortization​​ 3,332​ 3,246​ 3,125​​​​​​​​​​​​​Operating profit​​ 1,890​ 3,849​ 3,096​​​​​​​​​​​​​Other income (expense)​​​​​​​​​​​Net interest expense (see Note 5)​​ (639)​ (450)​ (441)​Non-service component of company-sponsored pension plan (expense) benefits​​​ (10)​​ 12​​ 30​(Loss) gain on investments​​​ (41)​​ (148)​​ 151​Gain on the sale of business​​​ —​​ 79​​ —​​​​​​​​​​​​​Net earnings before income tax expense​​ 1,200​ 3,342​ 2,836​​​​​​​​​​​​​Income tax expense​​ 176​ 670​ 667​​​​​​​​​​​​​Net earnings including noncontrolling interests​​ 1,024​ 2,672​ 2,169​Net income attributable to noncontrolling interests​​ 8​ 7​ 5​​​​​​​​​​​​​Net earnings attributable to The Kroger Co.​​$ 1,016​$ 2,665​$ 2,164​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per basic common share​​$ 1.55​$ 3.70​$ 2.99​​​​​​​​​​​​​Average number of common shares used in basic calculation​​ 652​ 715​ 718​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​​$ 1.54​$ 3.67​$ 2.96​​​​​​​​​​​​​Average number of common shares used in diluted calculation​​ 655​ 720​ 725​​​The accompanying notes are an integral part of the consolidated financial statements.​55 THE KROGER CO.CONSOLIDATED STATEMENTS OF OPERATIONS​Years Ended January 31, 2026, February 1, 2025 and February 3, 2024​​​​​​​​​​​​​​​​​​​​​ ​​​2025 ​ ​ ​2024 ​ ​ ​2023​(In millions, except per share amounts) ​ ​ ​ (52 weeks)​(52 weeks)​(53 weeks) Sales​​$ 147,642​$ 147,123​$ 150,039​​​​​​​​​​​​​Operating expenses​​​​​​​​​​​Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below​​ 113,240​ 113,720​ 116,675​Operating, general and administrative​​ 28,308​ 25,431​ 26,252​Rent​​ 872​ 877​ 891​Depreciation and amortization​​ 3,332​ 3,246​ 3,125​​​​​​​​​​​​​Operating profit​​ 1,890​ 3,849​ 3,096​​​​​​​​​​​​​Other income (expense)​​​​​​​​​​​Net interest expense (see Note 5)​​ (639)​ (450)​ (441)​Non-service component of company-sponsored pension plan (expense) benefits​​​ (10)​​ 12​​ 30​(Loss) gain on investments​​​ (41)​​ (148)​​ 151​Gain on the sale of business​​​ —​​ 79​​ —​​​​​​​​​​​​​Net earnings before income tax expense​​ 1,200​ 3,342​ 2,836​​​​​​​​​​​​​Income tax expense​​ 176​ 670​ 667​​​​​​​​​​​​​Net earnings including noncontrolling interests​​ 1,024​ 2,672​ 2,169​Net income attributable to noncontrolling interests​​ 8​ 7​ 5​​​​​​​​​​​​​Net earnings attributable to The Kroger Co.​​$ 1,016​$ 2,665​$ 2,164​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per basic common share​​$ 1.55​$ 3.70​$ 2.99​​​​​​​​​​​​​Average number of common shares used in basic calculation​​ 652​ 715​ 718​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​​$ 1.54​$ 3.67​$ 2.96​​​​​​​​​​​​​Average number of common shares used in diluted calculation​​ 655​ 720​ 725​​​The accompanying notes are an integral part of the consolidated financial statements.​", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred shares, $100 par per share, 5 shares authorized and unissued ​ ​ — — ​ ​ — — ​ Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2024 and 2023 ​ 1,918 ​ 1,918 ​ Additional paid-in capital ​ 3,087 ​ 3,922 ​ Accumulated other comprehensive loss ​ (621) ​ (489) ​ Accumulated earnings ​ 28,724 ​ 26,946 ​ Common shares in treasury, at cost, 1,258 shares in 2024 and 1,198 shares in 2023 ​ (24,823) ​ (20,682) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Shareowners’ Equity - The Kroger Co. ​ 8,285 ​ 11,615 ​ Noncontrolling interests ​ (4) ​ (14) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Equity ​ 8,281 ​ 11,601 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Equity ​ $ 52,616 ​ $ 50,505 ​ ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 56 56 56 THE KROGER CO.CONSOLIDATED STATEMENTS OF OPERATIONS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​​​​​​​​​ ​​​2024 2023 2022​(In millions, except per share amounts) (52 weeks)​(53 weeks)​(52 weeks) Sales​​$ 147,123​$ 150,039​$ 148,258​​​​​​​​​​​​​Operating expenses​​​​​​​​​​​Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below​​ 113,720​ 116,675​ 116,480​Operating, general and administrative​​ 25,431​ 26,252​ 23,848​Rent​​ 877​ 891​ 839​Depreciation and amortization​​ 3,246​ 3,125​ 2,965​​​​​​​​​​​​​Operating profit​​ 3,849​ 3,096​ 4,126​​​​​​​​​​​​​Other income (expense)​​​​​​​​​​​Net interest expense see Note 5​​ (450)​ (441)​ (535)​Non-service component of company-sponsored pension plan benefits​​​ 12​​ 30​​ 39​(Loss) gain on investments​​​ (148)​​ 151​​ (728)​Gain on the sale of business​​​ 79​​ —​​ —​​​​​​​​​​​​​Net earnings before income tax expense​​ 3,342​ 2,836​ 2,902​​​​​​​​​​​​​Income tax expense​​ 670​ 667​ 653​​​​​​​​​​​​​Net earnings including noncontrolling interests​​ 2,672​ 2,169​ 2,249​Net income attributable to noncontrolling interests​​ 7​ 5​ 5​​​​​​​​​​​​​Net earnings attributable to The Kroger Co.​​$ 2,665​$ 2,164​$ 2,244​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per basic common share​​$ 3.70​$ 2.99​$ 3.10​​​​​​​​​​​​​Average number of common shares used in basic calculation​​ 715​ 718​ 718​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​​$ 3.67​$ 2.96​$ 3.06​​​​​​​​​​​​​Average number of common shares used in diluted calculation​​ 720​ 725​ 727​​​The accompanying notes are an integral part of the consolidated financial statements.​57 THE KROGER CO.CONSOLIDATED STATEMENTS OF OPERATIONS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​​​​​​​​​ ​​​2024 2023 2022​(In millions, except per share amounts) (52 weeks)​(53 weeks)​(52 weeks) Sales​​$ 147,123​$ 150,039​$ 148,258​​​​​​​​​​​​​Operating expenses​​​​​​​​​​​Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below​​ 113,720​ 116,675​ 116,480​Operating, general and administrative​​ 25,431​ 26,252​ 23,848​Rent​​ 877​ 891​ 839​Depreciation and amortization​​ 3,246​ 3,125​ 2,965​​​​​​​​​​​​​Operating profit​​ 3,849​ 3,096​ 4,126​​​​​​​​​​​​​Other income (expense)​​​​​​​​​​​Net interest expense see Note 5​​ (450)​ (441)​ (535)​Non-service component of company-sponsored pension plan benefits​​​ 12​​ 30​​ 39​(Loss) gain on investments​​​ (148)​​ 151​​ (728)​Gain on the sale of business​​​ 79​​ —​​ —​​​​​​​​​​​​​Net earnings before income tax expense​​ 3,342​ 2,836​ 2,902​​​​​​​​​​​​​Income tax expense​​ 670​ 667​ 653​​​​​​​​​​​​​Net earnings including noncontrolling interests​​ 2,672​ 2,169​ 2,249​Net income attributable to noncontrolling interests​​ 7​ 5​ 5​​​​​​​​​​​​​Net earnings attributable to The Kroger Co.​​$ 2,665​$ 2,164​$ 2,244​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per basic common share​​$ 3.70​$ 2.99​$ 3.10​​​​​​​​​​​​​Average number of common shares used in basic calculation​​ 715​ 718​ 718​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​​$ 3.67​$ 2.96​$ 3.06​​​​​​​​​​​​​Average number of common shares used in diluted calculation​​ 720​ 725​ 727​​​The accompanying notes are an integral part of the consolidated financial statements.​ THE KROGER CO.CONSOLIDATED STATEMENTS OF OPERATIONS​Years Ended February 1, 2025, February 3, 2024 and January 28, 2023​​​​​​​​​​​​​​​​​​​​​ ​​​2024 2023 2022​(In millions, except per share amounts) (52 weeks)​(53 weeks)​(52 weeks) Sales​​$ 147,123​$ 150,039​$ 148,258​​​​​​​​​​​​​Operating expenses​​​​​​​​​​​Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below​​ 113,720​ 116,675​ 116,480​Operating, general and administrative​​ 25,431​ 26,252​ 23,848​Rent​​ 877​ 891​ 839​Depreciation and amortization​​ 3,246​ 3,125​ 2,965​​​​​​​​​​​​​Operating profit​​ 3,849​ 3,096​ 4,126​​​​​​​​​​​​​Other income (expense)​​​​​​​​​​​Net interest expense see Note 5​​ (450)​ (441)​ (535)​Non-service component of company-sponsored pension plan benefits​​​ 12​​ 30​​ 39​(Loss) gain on investments​​​ (148)​​ 151​​ (728)​Gain on the sale of business​​​ 79​​ —​​ —​​​​​​​​​​​​​Net earnings before income tax expense​​ 3,342​ 2,836​ 2,902​​​​​​​​​​​​​Income tax expense​​ 670​ 667​ 653​​​​​​​​​​​​​Net earnings including noncontrolling interests​​ 2,672​ 2,169​ 2,249​Net income attributable to noncontrolling interests​​ 7​ 5​ 5​​​​​​​​​​​​​Net earnings attributable to The Kroger Co.​​$ 2,665​$ 2,164​$ 2,244​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per basic common share​​$ 3.70​$ 2.99​$ 3.10​​​​​​​​​​​​​Average number of common shares used in basic calculation​​ 715​ 718​ 718​​​​​​​​​​​​​Net earnings attributable to The Kroger Co. per diluted common share​​$ 3.67​$ 2.96​$ 3.06​​​​​​​​​​​​​Average number of common shares used in diluted calculation​​ 720​ 725​ 727​​​The accompanying notes are an integral part of the consolidated financial statements.​" }, { "status": "MODIFIED", "current_title": "Fiscal Year", "prior_title": "Fiscal Year", "similarity_score": 0.714, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ ​ 2025 ​ 2024 Net cash provided by (used by) ​ ​ ​ ​ ​ ​ Operating activities ​ $ 7,311 ​ $ 5,794 Investing activities ​ ​ (3,914) ​ ​ (3,228) Financing activities ​ ​ (4,022) ​ ​ (490) Net (decrease) increase in cash and temporary cash investments ​ $ (625) ​ $ 2,076 ​ ​ 40 40 40 Net cash provided by operating activities​We generated $7.3 billion of cash from operations in 2025, compared to $5.8 billion in 2024.\"", "Reworded sentence: \"We increased our capital investments in 2025, compared to 2024, reflecting increased capital spending on major storing projects for 2025 as well as projects that will be completed in future years.\"", "Reworded sentence: \"​Debt Management​Total debt, including both the current and long-term portions of obligations under finance leases, decreased $339 million to $17.6 billion as of year-end 2025, compared to year-end 2024.\"", "Reworded sentence: \"​Debt Management​Total debt, including both the current and long-term portions of obligations under finance leases, decreased $339 million to $17.6 billion as of year-end 2025, compared to year-end 2024.\"" ], "current_body": "​ ​ 2025 ​ 2024 Net cash provided by (used by) ​ ​ ​ ​ ​ ​ Operating activities ​ $ 7,311 ​ $ 5,794 Investing activities ​ ​ (3,914) ​ ​ (3,228) Financing activities ​ ​ (4,022) ​ ​ (490) Net (decrease) increase in cash and temporary cash investments ​ $ (625) ​ $ 2,076 ​ ​ 40 40 40 Net cash provided by operating activities​We generated $7.3 billion of cash from operations in 2025, compared to $5.8 billion in 2024. The change in net earnings including noncontrolling interests is discussed in the Results of Operations section. Other significant items affecting net cash provided by operating activities include the following:​●The fulfillment network impairment and related charges as a result of certain facility closures and the automated fulfillment network not meeting operational or financial expectations;​●A decrease in deferred income taxes due to the fulfillment network impairment and related charges; and​●Cash flows for accounts receivable were more favorable in 2025, compared to 2024, primarily due to a decrease in pharmacy receivables at the end of 2025, compared to 2024, driven by timing of cash receipts.​Cash paid for net interest increased in 2025, compared to 2024, primarily due to increased interest payments related to the $5.8 billion aggregate principal amount of senior notes issued in the third quarter of 2024 and not redeemed in the fourth quarter of 2024. ​Net cash used by investing activities​Investing activities used cash of $3.9 billion in 2025, compared to $3.2 billion in 2024. The amount of cash used by investing activities increased in 2025, compared to 2024, primarily due to a decrease in net proceeds from the sale of businesses due to the sale of our Kroger Specialty Pharmacy business in 2024, a decrease in proceeds from the sale of assets due to the sale of an equity investment in 2024 and the letter of credit drawdown by Ocado International Holdings Limited and Ocado Group plc (“Ocado”) in the second quarter of 2025 under the Amended and Restated Partnership Framework Agreement, partially offset by decreased payments for property and equipment, including payments for lease buyouts. ​Net cash used by financing activities​Cash used by financing activities was $4.0 billion in 2025, compared to $490 million in 2024. The amount of cash used by financing activities increased in 2025, compared to 2024, primarily due to decreased proceeds from the issuance of long-term debt, partially offset by decreased payments on long-term debt including obligations under finance leases, decreased treasury stock purchases and decreased unsettled accelerated share repurchases.​Capital Investments​Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $3.9 billion in 2025 and $3.6 billion in 2024. Capital investments for the purchase of leased facilities totaled $33 million in 2025 and $51 million in 2024. Our capital priorities align directly with our value creation model and our target to consistently grow net earnings. We increased our capital investments in 2025, compared to 2024, reflecting increased capital spending on major storing projects for 2025 as well as projects that will be completed in future years. Our capital program includes store construction projects, initiatives to enhance the customer experience in stores, improve our process efficiency and enhance our digital capabilities through technology developments. These investments are expected to drive sales growth, expand our customer base in key markets, and improve operating efficiency by removing cost and waste from our business. ​41 Net cash provided by operating activities​We generated $7.3 billion of cash from operations in 2025, compared to $5.8 billion in 2024. The change in net earnings including noncontrolling interests is discussed in the Results of Operations section. Other significant items affecting net cash provided by operating activities include the following:​●The fulfillment network impairment and related charges as a result of certain facility closures and the automated fulfillment network not meeting operational or financial expectations;​●A decrease in deferred income taxes due to the fulfillment network impairment and related charges; and​●Cash flows for accounts receivable were more favorable in 2025, compared to 2024, primarily due to a decrease in pharmacy receivables at the end of 2025, compared to 2024, driven by timing of cash receipts.​Cash paid for net interest increased in 2025, compared to 2024, primarily due to increased interest payments related to the $5.8 billion aggregate principal amount of senior notes issued in the third quarter of 2024 and not redeemed in the fourth quarter of 2024. ​Net cash used by investing activities​Investing activities used cash of $3.9 billion in 2025, compared to $3.2 billion in 2024. The amount of cash used by investing activities increased in 2025, compared to 2024, primarily due to a decrease in net proceeds from the sale of businesses due to the sale of our Kroger Specialty Pharmacy business in 2024, a decrease in proceeds from the sale of assets due to the sale of an equity investment in 2024 and the letter of credit drawdown by Ocado International Holdings Limited and Ocado Group plc (“Ocado”) in the second quarter of 2025 under the Amended and Restated Partnership Framework Agreement, partially offset by decreased payments for property and equipment, including payments for lease buyouts. ​Net cash used by financing activities​Cash used by financing activities was $4.0 billion in 2025, compared to $490 million in 2024. The amount of cash used by financing activities increased in 2025, compared to 2024, primarily due to decreased proceeds from the issuance of long-term debt, partially offset by decreased payments on long-term debt including obligations under finance leases, decreased treasury stock purchases and decreased unsettled accelerated share repurchases.​Capital Investments​Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $3.9 billion in 2025 and $3.6 billion in 2024. Capital investments for the purchase of leased facilities totaled $33 million in 2025 and $51 million in 2024. Our capital priorities align directly with our value creation model and our target to consistently grow net earnings. We increased our capital investments in 2025, compared to 2024, reflecting increased capital spending on major storing projects for 2025 as well as projects that will be completed in future years. Our capital program includes store construction projects, initiatives to enhance the customer experience in stores, improve our process efficiency and enhance our digital capabilities through technology developments. These investments are expected to drive sales growth, expand our customer base in key markets, and improve operating efficiency by removing cost and waste from our business. ​ Net cash provided by operating activities ​ We generated $7.3 billion of cash from operations in 2025, compared to $5.8 billion in 2024. The change in net earnings including noncontrolling interests is discussed in the Results of Operations section. Other significant items affecting net cash provided by operating activities include the following: ​ ​ ​ ​ Cash paid for net interest increased in 2025, compared to 2024, primarily due to increased interest payments related to the $5.8 billion aggregate principal amount of senior notes issued in the third quarter of 2024 and not redeemed in the fourth quarter of 2024. ​ Net cash used by investing activities ​ Investing activities used cash of $3.9 billion in 2025, compared to $3.2 billion in 2024. The amount of cash used by investing activities increased in 2025, compared to 2024, primarily due to a decrease in net proceeds from the sale of businesses due to the sale of our Kroger Specialty Pharmacy business in 2024, a decrease in proceeds from the sale of assets due to the sale of an equity investment in 2024 and the letter of credit drawdown by Ocado International Holdings Limited and Ocado Group plc (“Ocado”) in the second quarter of 2025 under the Amended and Restated Partnership Framework Agreement, partially offset by decreased payments for property and equipment, including payments for lease buyouts. ​ Net cash used by financing activities ​ Cash used by financing activities was $4.0 billion in 2025, compared to $490 million in 2024. The amount of cash used by financing activities increased in 2025, compared to 2024, primarily due to decreased proceeds from the issuance of long-term debt, partially offset by decreased payments on long-term debt including obligations under finance leases, decreased treasury stock purchases and decreased unsettled accelerated share repurchases. ​ Capital Investments ​ Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $3.9 billion in 2025 and $3.6 billion in 2024. Capital investments for the purchase of leased facilities totaled $33 million in 2025 and $51 million in 2024. Our capital priorities align directly with our value creation model and our target to consistently grow net earnings. We increased our capital investments in 2025, compared to 2024, reflecting increased capital spending on major storing projects for 2025 as well as projects that will be completed in future years. Our capital program includes store construction projects, initiatives to enhance the customer experience in stores, improve our process efficiency and enhance our digital capabilities through technology developments. These investments are expected to drive sales growth, expand our customer base in key markets, and improve operating efficiency by removing cost and waste from our business. ​ 41 41 41 The table below shows our supermarket storing activity and our total supermarket square footage for 2025, 2024 and 2023:​Supermarket Storing Activity​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​2023 Beginning of year 2,731 2,722 2,719​Opened 16 16 5​Opened (relocation) 4 7 2​Closed (operational) (50) (7) (1)​Closed (relocation) (4) (7) (3)​End of year 2,697 2,731 2,722​​​​​​​​​Total expansions(1)​ 9​ 6​ 3​​​​​​​​​Total remodels(2)​ 278​ 281​278​​​​​​​​​Total supermarket square footage (in millions) 180 182 180​(1)We define an expansion as a project that expands the square footage of a store by at least 5,000 square feet or 15,000 square feet for stores greater than 95,000 square feet prior to the expansion. (2)We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. ​Debt Management​Total debt, including both the current and long-term portions of obligations under finance leases, decreased $339 million to $17.6 billion as of year-end 2025, compared to year-end 2024. This decrease was primarily due to a reduction in obligations under finance leases as a result of the cash termination payment to Ocado. ​Common Share Repurchase Programs​On December 23, 2025, we announced that our Board of Directors approved a $2.0 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 2025 Repurchase Program”). ​On December 11, 2024, we announced that 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 6, 1999, our Board of Directors approved a share repurchase program 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 (the “1999 Repurchase Program”). The 1999 Repurchase Program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises.​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. 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 tax on the shares repurchased. Final delivery under the ASR agreement occurred during the third quarter of 2025. In total, we invested $5.0 billion to repurchase 75.6 million shares of Kroger common stock at an average price of $66.68 per share, which includes excise tax on the shares repurchased. The ASR agreement was completed under the December 2024 Repurchase Program.​42 The table below shows our supermarket storing activity and our total supermarket square footage for 2025, 2024 and 2023:​Supermarket Storing Activity​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​2023 Beginning of year 2,731 2,722 2,719​Opened 16 16 5​Opened (relocation) 4 7 2​Closed (operational) (50) (7) (1)​Closed (relocation) (4) (7) (3)​End of year 2,697 2,731 2,722​​​​​​​​​Total expansions(1)​ 9​ 6​ 3​​​​​​​​​Total remodels(2)​ 278​ 281​278​​​​​​​​​Total supermarket square footage (in millions) 180 182 180​(1)We define an expansion as a project that expands the square footage of a store by at least 5,000 square feet or 15,000 square feet for stores greater than 95,000 square feet prior to the expansion. (2)We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. ​Debt Management​Total debt, including both the current and long-term portions of obligations under finance leases, decreased $339 million to $17.6 billion as of year-end 2025, compared to year-end 2024. This decrease was primarily due to a reduction in obligations under finance leases as a result of the cash termination payment to Ocado. ​Common Share Repurchase Programs​On December 23, 2025, we announced that our Board of Directors approved a $2.0 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 2025 Repurchase Program”). ​On December 11, 2024, we announced that 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 6, 1999, our Board of Directors approved a share repurchase program 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 (the “1999 Repurchase Program”). The 1999 Repurchase Program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises.​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. 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 tax on the shares repurchased. Final delivery under the ASR agreement occurred during the third quarter of 2025. In total, we invested $5.0 billion to repurchase 75.6 million shares of Kroger common stock at an average price of $66.68 per share, which includes excise tax on the shares repurchased. The ASR agreement was completed under the December 2024 Repurchase Program.​ The table below shows our supermarket storing activity and our total supermarket square footage for 2025, 2024 and 2023: ​", "prior_body": "​ ​ 2024 2023 Net cash provided by (used in) ​ ​ ​ ​ ​ ​ Operating activities ​ $ 5,794 ​ $ 6,788 Investing activities ​ ​ (3,228) ​ ​ (3,750) Financing activities ​ ​ (490) ​ ​ (2,170) Net increase in cash and temporary cash investments ​ $ 2,076 ​ $ 868 ​ Net cash provided by operating activities ​ We generated $5.8 billion of cash from operations in 2024, compared to $6.8 billion in 2023. The decrease in cash generated from operations was primarily due to the following: ​ ​ 42 42 42 ●Cash flows for FIFO inventory were less favorable for 2024, compared to 2023, primarily due to a decrease in FIFO inventory at the end of 2023, compared to 2022, primarily due to maintaining inventory at optimal levels through improved inventory management planning;​●Cash flows for accounts receivable were less favorable in 2024, compared to 2023, primarily due to an increase in pharmacy receivables at the end of 2024, compared to 2023, primarily due to timing of cash receipts and increased Health and Wellness sales;​●Partially offset by cash flows for accrued expenses were more favorable in 2024, compared to 2023, primarily due to the following: ​oA decrease in accrued incentive plan costs at the end of 2023, compared to 2022;​oA decrease in our commitments due to the UFCW International Union-Industry Pension Fund (“National Fund”) at the end of 2023, compared to 2022, as a result of the final contractual payment related to the multi-employer pension plan withdrawal liability charge we incurred in 2020; and​oAn increase in accrued interest expense at the end of 2024, compared to 2023, primarily due to accrued interest expense associated with the net $5.8 billion senior notes issuance;​oPartially offset by an increase in accrued legal expenses at the end of 2023, compared to 2022, primarily due to an increase in the current portion of our accrued opioid settlement charges.​Net cash used by investing activities​Investing activities used cash of $3.2 billion in 2024, compared to $3.8 billion in 2023. The amount of cash used by investing activities decreased in 2024, compared to 2023, primarily due to the net proceeds from the sale of our Kroger Specialty Pharmacy business in 2024 and an increase in proceeds from the sale of assets related to the sale of an equity investment in 2024, partially offset by increased payments for property and equipment, including payments for lease buyouts.​Net cash used by financing activities​We used $490 million of cash for financing activities in 2024, compared to $2.2 billion in 2023. The amount of cash used for financing activities decreased in 2024, compared to 2023, primarily due to increased proceeds from the issuance of long-term debt, partially offset by increased payments on long-term debt including obligations under finance leases and increased payments on treasury stock purchases and unsettled accelerated share repurchases.​43 ●Cash flows for FIFO inventory were less favorable for 2024, compared to 2023, primarily due to a decrease in FIFO inventory at the end of 2023, compared to 2022, primarily due to maintaining inventory at optimal levels through improved inventory management planning;​●Cash flows for accounts receivable were less favorable in 2024, compared to 2023, primarily due to an increase in pharmacy receivables at the end of 2024, compared to 2023, primarily due to timing of cash receipts and increased Health and Wellness sales;​●Partially offset by cash flows for accrued expenses were more favorable in 2024, compared to 2023, primarily due to the following: ​oA decrease in accrued incentive plan costs at the end of 2023, compared to 2022;​oA decrease in our commitments due to the UFCW International Union-Industry Pension Fund (“National Fund”) at the end of 2023, compared to 2022, as a result of the final contractual payment related to the multi-employer pension plan withdrawal liability charge we incurred in 2020; and​oAn increase in accrued interest expense at the end of 2024, compared to 2023, primarily due to accrued interest expense associated with the net $5.8 billion senior notes issuance;​oPartially offset by an increase in accrued legal expenses at the end of 2023, compared to 2022, primarily due to an increase in the current portion of our accrued opioid settlement charges.​Net cash used by investing activities​Investing activities used cash of $3.2 billion in 2024, compared to $3.8 billion in 2023. The amount of cash used by investing activities decreased in 2024, compared to 2023, primarily due to the net proceeds from the sale of our Kroger Specialty Pharmacy business in 2024 and an increase in proceeds from the sale of assets related to the sale of an equity investment in 2024, partially offset by increased payments for property and equipment, including payments for lease buyouts.​Net cash used by financing activities​We used $490 million of cash for financing activities in 2024, compared to $2.2 billion in 2023. The amount of cash used for financing activities decreased in 2024, compared to 2023, primarily due to increased proceeds from the issuance of long-term debt, partially offset by increased payments on long-term debt including obligations under finance leases and increased payments on treasury stock purchases and unsettled accelerated share repurchases.​ ●Cash flows for FIFO inventory were less favorable for 2024, compared to 2023, primarily due to a decrease in FIFO inventory at the end of 2023, compared to 2022, primarily due to maintaining inventory at optimal levels through improved inventory management planning;​●Cash flows for accounts receivable were less favorable in 2024, compared to 2023, primarily due to an increase in pharmacy receivables at the end of 2024, compared to 2023, primarily due to timing of cash receipts and increased Health and Wellness sales;​●Partially offset by cash flows for accrued expenses were more favorable in 2024, compared to 2023, primarily due to the following: ​oA decrease in accrued incentive plan costs at the end of 2023, compared to 2022;​oA decrease in our commitments due to the UFCW International Union-Industry Pension Fund (“National Fund”) at the end of 2023, compared to 2022, as a result of the final contractual payment related to the multi-employer pension plan withdrawal liability charge we incurred in 2020; and​oAn increase in accrued interest expense at the end of 2024, compared to 2023, primarily due to accrued interest expense associated with the net $5.8 billion senior notes issuance;​oPartially offset by an increase in accrued legal expenses at the end of 2023, compared to 2022, primarily due to an increase in the current portion of our accrued opioid settlement charges.​Net cash used by investing activities​Investing activities used cash of $3.2 billion in 2024, compared to $3.8 billion in 2023. The amount of cash used by investing activities decreased in 2024, compared to 2023, primarily due to the net proceeds from the sale of our Kroger Specialty Pharmacy business in 2024 and an increase in proceeds from the sale of assets related to the sale of an equity investment in 2024, partially offset by increased payments for property and equipment, including payments for lease buyouts.​Net cash used by financing activities​We used $490 million of cash for financing activities in 2024, compared to $2.2 billion in 2023. The amount of cash used for financing activities decreased in 2024, compared to 2023, primarily due to increased proceeds from the issuance of long-term debt, partially offset by increased payments on long-term debt including obligations under finance leases and increased payments on treasury stock purchases and unsettled accelerated share repurchases.​ ​ ​ ​ ​ ​ ​ ​ Net cash used by investing activities ​ Investing activities used cash of $3.2 billion in 2024, compared to $3.8 billion in 2023. The amount of cash used by investing activities decreased in 2024, compared to 2023, primarily due to the net proceeds from the sale of our Kroger Specialty Pharmacy business in 2024 and an increase in proceeds from the sale of assets related to the sale of an equity investment in 2024, partially offset by increased payments for property and equipment, including payments for lease buyouts. ​ Net cash used by financing activities ​ We used $490 million of cash for financing activities in 2024, compared to $2.2 billion in 2023. The amount of cash used for financing activities decreased in 2024, compared to 2023, primarily due to increased proceeds from the issuance of long-term debt, partially offset by increased payments on long-term debt including obligations under finance leases and increased payments on treasury stock purchases and unsettled accelerated share repurchases. ​ 43 43 43 Capital Investments​Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $3.6 billion in 2024 and 2023. Capital investments for the purchase of leased facilities totaled $51 million in 2024. We did not purchase any leased facilities in 2023. Our capital priorities align directly with our value creation model and our target to consistently grow net earnings. Our capital program includes initiatives to enhance the customer experience in stores, improve our process efficiency and enhance our digital capabilities through technology developments. While our capital investments remained consistent in 2024, compared to 2023, we increased capital investments in store projects in 2024, compared to 2023, which was offset by decreased capital investments in supply chain and manufacturing projects and digital projects. These investments are expected to drive sales growth and improve operating efficiency by removing cost and waste from our business.​The table below shows our supermarket storing activity and our total supermarket square footage for 2024, 2023 and 2022:​Supermarket Storing Activity​​​​​​​​​​ 2024 2023 2022 Beginning of year 2,722 2,719 2,726​Opened 16 5 3​Opened (relocation) 7 2 1​Closed (operational) (7) (1) (10)​Closed (relocation) (7) (3) (1)​End of year 2,731 2,722 2,719​​​​​​​​​Total expansions(1)​ 6​ 3​ —​​​​​​​​​Total remodels(2)​ 210​ 278​231​​​​​​​​​Total supermarket square footage (in millions) 182 180 179​(1)We define an expansion as a project that expands the square footage of a store by at least 5,000 square feet or 15,000 square feet for stores greater than 95,000 square feet prior to the expansion. (2)We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. ​Debt Management​Total debt, including both the current and long-term portions of obligations under finance leases, increased $5.7 billion to $17.9 billion as of year-end 2024, compared to 2023. This increase resulted primarily from the issuance of $10.5 billion senior notes, partially offset by the payment to redeem $4.7 billion of the senior notes that included a special mandatory redemption feature following the termination of the merger with Albertsons. After the termination of the proposed merger, these net proceeds were primarily used to fund the $5.0 billion ASR program to be completed under our December 2024 Repurchase Program. ​Common Share Repurchase Programs​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”). The December 2024 Repurchase Program authorization replaced the existing September 2022 Repurchase Program described below. ​On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “September 2022 Repurchase Program”). No shares were repurchased under the September 2022 authorization. ​44 Capital Investments​Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $3.6 billion in 2024 and 2023. Capital investments for the purchase of leased facilities totaled $51 million in 2024. We did not purchase any leased facilities in 2023. Our capital priorities align directly with our value creation model and our target to consistently grow net earnings. Our capital program includes initiatives to enhance the customer experience in stores, improve our process efficiency and enhance our digital capabilities through technology developments. While our capital investments remained consistent in 2024, compared to 2023, we increased capital investments in store projects in 2024, compared to 2023, which was offset by decreased capital investments in supply chain and manufacturing projects and digital projects. These investments are expected to drive sales growth and improve operating efficiency by removing cost and waste from our business.​The table below shows our supermarket storing activity and our total supermarket square footage for 2024, 2023 and 2022:​Supermarket Storing Activity​​​​​​​​​​ 2024 2023 2022 Beginning of year 2,722 2,719 2,726​Opened 16 5 3​Opened (relocation) 7 2 1​Closed (operational) (7) (1) (10)​Closed (relocation) (7) (3) (1)​End of year 2,731 2,722 2,719​​​​​​​​​Total expansions(1)​ 6​ 3​ —​​​​​​​​​Total remodels(2)​ 210​ 278​231​​​​​​​​​Total supermarket square footage (in millions) 182 180 179​(1)We define an expansion as a project that expands the square footage of a store by at least 5,000 square feet or 15,000 square feet for stores greater than 95,000 square feet prior to the expansion. (2)We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. ​Debt Management​Total debt, including both the current and long-term portions of obligations under finance leases, increased $5.7 billion to $17.9 billion as of year-end 2024, compared to 2023. This increase resulted primarily from the issuance of $10.5 billion senior notes, partially offset by the payment to redeem $4.7 billion of the senior notes that included a special mandatory redemption feature following the termination of the merger with Albertsons. After the termination of the proposed merger, these net proceeds were primarily used to fund the $5.0 billion ASR program to be completed under our December 2024 Repurchase Program. ​Common Share Repurchase Programs​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”). The December 2024 Repurchase Program authorization replaced the existing September 2022 Repurchase Program described below. ​On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “September 2022 Repurchase Program”). No shares were repurchased under the September 2022 authorization. ​ Capital Investments​Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $3.6 billion in 2024 and 2023. Capital investments for the purchase of leased facilities totaled $51 million in 2024. We did not purchase any leased facilities in 2023. Our capital priorities align directly with our value creation model and our target to consistently grow net earnings. Our capital program includes initiatives to enhance the customer experience in stores, improve our process efficiency and enhance our digital capabilities through technology developments. While our capital investments remained consistent in 2024, compared to 2023, we increased capital investments in store projects in 2024, compared to 2023, which was offset by decreased capital investments in supply chain and manufacturing projects and digital projects. These investments are expected to drive sales growth and improve operating efficiency by removing cost and waste from our business.​The table below shows our supermarket storing activity and our total supermarket square footage for 2024, 2023 and 2022:​Supermarket Storing Activity​​​​​​​​​​ 2024 2023 2022 Beginning of year 2,722 2,719 2,726​Opened 16 5 3​Opened (relocation) 7 2 1​Closed (operational) (7) (1) (10)​Closed (relocation) (7) (3) (1)​End of year 2,731 2,722 2,719​​​​​​​​​Total expansions(1)​ 6​ 3​ —​​​​​​​​​Total remodels(2)​ 210​ 278​231​​​​​​​​​Total supermarket square footage (in millions) 182 180 179​(1)We define an expansion as a project that expands the square footage of a store by at least 5,000 square feet or 15,000 square feet for stores greater than 95,000 square feet prior to the expansion. (2)We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. ​Debt Management​Total debt, including both the current and long-term portions of obligations under finance leases, increased $5.7 billion to $17.9 billion as of year-end 2024, compared to 2023. This increase resulted primarily from the issuance of $10.5 billion senior notes, partially offset by the payment to redeem $4.7 billion of the senior notes that included a special mandatory redemption feature following the termination of the merger with Albertsons. After the termination of the proposed merger, these net proceeds were primarily used to fund the $5.0 billion ASR program to be completed under our December 2024 Repurchase Program. ​Common Share Repurchase Programs​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”). The December 2024 Repurchase Program authorization replaced the existing September 2022 Repurchase Program described below. ​On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “September 2022 Repurchase Program”). No shares were repurchased under the September 2022 authorization. ​ Capital Investments ​ Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $3.6 billion in 2024 and 2023. Capital investments for the purchase of leased facilities totaled $51 million in 2024. We did not purchase any leased facilities in 2023. Our capital priorities align directly with our value creation model and our target to consistently grow net earnings. Our capital program includes initiatives to enhance the customer experience in stores, improve our process efficiency and enhance our digital capabilities through technology developments. While our capital investments remained consistent in 2024, compared to 2023, we increased capital investments in store projects in 2024, compared to 2023, which was offset by decreased capital investments in supply chain and manufacturing projects and digital projects. These investments are expected to drive sales growth and improve operating efficiency by removing cost and waste from our business. ​ The table below shows our supermarket storing activity and our total supermarket square footage for 2024, 2023 and 2022: ​" }, { "status": "MODIFIED", "current_title": "OUR BUSINESS", "prior_title": "OUR BUSINESS", "similarity_score": 0.706, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in Fresh, Our Brands, Personalization and eCommerce.\"", "Reworded sentence: \"​ Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms.\"", "Reworded sentence: \"Our retail operations, which represent substantially all of our consolidated sales, are our only reportable segment.\"", "Reworded sentence: \"Our combination of assets includes the following: ​ Stores ​ As of January 31, 2026, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia.\"", "Reworded sentence: \"​ eCommerce ​ We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup and Delivery.\"" ], "current_body": "​ The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in Fresh, Our Brands, Personalization and eCommerce. ​ We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business. ​ Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent substantially all of our consolidated sales, are our only reportable segment. ​ Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following: ​ Stores ​ As of January 31, 2026, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of January 31, 2026, Kroger operated, either directly or through its subsidiaries, 2,697 supermarkets, of which 2,250 had pharmacies and 1,731 had fuel centers. We connect with customers through our growing network of in-store and digital shopping options, delivering a consistent full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable. ​ eCommerce ​ We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup and Delivery. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,408 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with broad selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want and that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels. We continue to make meaningful improvements in our eCommerce business and believe it will be an important growth driver and one of the key ways to attract new households. ​ 27 27 27 Media​Kroger Precision Marketing, our retail media business, leverages our rich first-party data and deep customer relationships to provide targeted, measurable advertising solutions for consumer-packaged goods companies and a growing number of other industry partners. With insights drawn from the shopping behaviors of millions of loyal households, Kroger Precision Marketing enables advertisers to reach customers with relevant messaging across a variety of digital and in-store channels, including on-site search, display, social media, connected TV, and in-store placements. We believe our retail media business represents a significant and growing opportunity. As advertisers increasingly seek returns on media, the ability to connect advertising spend directly to actual purchase behavior, Kroger Precision Marketing is uniquely positioned to deliver that capability at scale. Our ability to link media impressions directly to household transactions across both digital and in-store purchases provides our advertising partners with best-in-class performance measurement. Kroger Precision Marketing is a key contributor to our alternative profit strategy, which focuses on generating revenue from assets and capabilities that complement our core grocery business. The retail media business carries an attractive margin profile relative to our traditional operations and is an important driver of our digital profitability. We intend to continue investing in the technology, talent, and collaborations needed to grow this business and expand the range of solutions we offer to advertisers.​Our Data​Kroger serves approximately 63 million households annually, and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card. Our over 20 years of investment in data science capabilities allows us to utilize this data to create personalized experiences and value for our customers and enables our growing, high operating margin alternative profit businesses, including data analytic services and third-party media revenue. ​Merchandising and Our Brands​Our Brands products play an important role in our merchandising strategy and represented over $39 billion of our sales in 2025. We own 33 food production plants, primarily bakeries and dairies, which supply approximately 20% of Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers.​USE OF NON-GAAP FINANCIAL MEASURES ​The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with U.S. 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.​28 Media​Kroger Precision Marketing, our retail media business, leverages our rich first-party data and deep customer relationships to provide targeted, measurable advertising solutions for consumer-packaged goods companies and a growing number of other industry partners. With insights drawn from the shopping behaviors of millions of loyal households, Kroger Precision Marketing enables advertisers to reach customers with relevant messaging across a variety of digital and in-store channels, including on-site search, display, social media, connected TV, and in-store placements. We believe our retail media business represents a significant and growing opportunity. As advertisers increasingly seek returns on media, the ability to connect advertising spend directly to actual purchase behavior, Kroger Precision Marketing is uniquely positioned to deliver that capability at scale. Our ability to link media impressions directly to household transactions across both digital and in-store purchases provides our advertising partners with best-in-class performance measurement. Kroger Precision Marketing is a key contributor to our alternative profit strategy, which focuses on generating revenue from assets and capabilities that complement our core grocery business. The retail media business carries an attractive margin profile relative to our traditional operations and is an important driver of our digital profitability. We intend to continue investing in the technology, talent, and collaborations needed to grow this business and expand the range of solutions we offer to advertisers.​Our Data​Kroger serves approximately 63 million households annually, and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card. Our over 20 years of investment in data science capabilities allows us to utilize this data to create personalized experiences and value for our customers and enables our growing, high operating margin alternative profit businesses, including data analytic services and third-party media revenue. ​Merchandising and Our Brands​Our Brands products play an important role in our merchandising strategy and represented over $39 billion of our sales in 2025. We own 33 food production plants, primarily bakeries and dairies, which supply approximately 20% of Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers.​USE OF NON-GAAP FINANCIAL MEASURES ​The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with U.S. 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.​ Media ​ Kroger Precision Marketing, our retail media business, leverages our rich first-party data and deep customer relationships to provide targeted, measurable advertising solutions for consumer-packaged goods companies and a growing number of other industry partners. With insights drawn from the shopping behaviors of millions of loyal households, Kroger Precision Marketing enables advertisers to reach customers with relevant messaging across a variety of digital and in-store channels, including on-site search, display, social media, connected TV, and in-store placements. We believe our retail media business represents a significant and growing opportunity. As advertisers increasingly seek returns on media, the ability to connect advertising spend directly to actual purchase behavior, Kroger Precision Marketing is uniquely positioned to deliver that capability at scale. Our ability to link media impressions directly to household transactions across both digital and in-store purchases provides our advertising partners with best-in-class performance measurement. Kroger Precision Marketing is a key contributor to our alternative profit strategy, which focuses on generating revenue from assets and capabilities that complement our core grocery business. The retail media business carries an attractive margin profile relative to our traditional operations and is an important driver of our digital profitability. We intend to continue investing in the technology, talent, and collaborations needed to grow this business and expand the range of solutions we offer to advertisers. ​ Our Data ​ Kroger serves approximately 63 million households annually, and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card. Our over 20 years of investment in data science capabilities allows us to utilize this data to create personalized experiences and value for our customers and enables our growing, high operating margin alternative profit businesses, including data analytic services and third-party media revenue. ​ Merchandising and Our Brands ​ Our Brands products play an important role in our merchandising strategy and represented over $39 billion of our sales in 2025. We own 33 food production plants, primarily bakeries and dairies, which supply approximately 20% of Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers. ​", "prior_body": "​ The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in four strategic pillars: Fresh, Our Brands, Data & Personalization and Seamless. ​ We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business. ​ 28 28 28 Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent 98% of our consolidated sales, is our only reportable segment.​Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following:​Stores​As of February 1, 2025, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of February 1, 2025, Kroger operated, either directly or through its subsidiaries, 2,731 supermarkets, of which 2,273 had pharmacies and 1,702 had fuel centers. We connect with customers through our expanding seamless ecosystem and the consistent delivery of a full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable.​Seamless Digital Ecosystem​We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup, Delivery and Ship. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,412 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with zero compromise on selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels.​Merchandising and Manufacturing​Our Brands products play an important role in our merchandising strategy and represented over $32 billion of our sales in 2024. We own 33 food production plants, primarily bakeries and dairies, which supply approximately 31% of Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers.​Our Data​The traffic and data generated by our retail business, including pharmacies and fuel centers, is enabling this transformation. Kroger serves approximately 63 million households annually and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card. Our over 20 years of investment in data science capabilities is allowing us to utilize this data to create personalized experiences and value for our customers and is also enabling our fast-growing, high operating margin alternative profit businesses, including data analytic services and third-party media revenue. Our retail media business – Kroger Precision Marketing – provides best in class media capabilities for our consumer packaged goods partners and other industry verticals. It is a key driver of our digital profitability and alternative profit.​29 Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent 98% of our consolidated sales, is our only reportable segment.​Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following:​Stores​As of February 1, 2025, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of February 1, 2025, Kroger operated, either directly or through its subsidiaries, 2,731 supermarkets, of which 2,273 had pharmacies and 1,702 had fuel centers. We connect with customers through our expanding seamless ecosystem and the consistent delivery of a full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable.​Seamless Digital Ecosystem​We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup, Delivery and Ship. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,412 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with zero compromise on selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels.​Merchandising and Manufacturing​Our Brands products play an important role in our merchandising strategy and represented over $32 billion of our sales in 2024. We own 33 food production plants, primarily bakeries and dairies, which supply approximately 31% of Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers.​Our Data​The traffic and data generated by our retail business, including pharmacies and fuel centers, is enabling this transformation. Kroger serves approximately 63 million households annually and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card. Our over 20 years of investment in data science capabilities is allowing us to utilize this data to create personalized experiences and value for our customers and is also enabling our fast-growing, high operating margin alternative profit businesses, including data analytic services and third-party media revenue. Our retail media business – Kroger Precision Marketing – provides best in class media capabilities for our consumer packaged goods partners and other industry verticals. It is a key driver of our digital profitability and alternative profit.​ Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent 98% of our consolidated sales, is our only reportable segment.​Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following:​Stores​As of February 1, 2025, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of February 1, 2025, Kroger operated, either directly or through its subsidiaries, 2,731 supermarkets, of which 2,273 had pharmacies and 1,702 had fuel centers. We connect with customers through our expanding seamless ecosystem and the consistent delivery of a full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable.​Seamless Digital Ecosystem​We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup, Delivery and Ship. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,412 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with zero compromise on selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels.​Merchandising and Manufacturing​Our Brands products play an important role in our merchandising strategy and represented over $32 billion of our sales in 2024. We own 33 food production plants, primarily bakeries and dairies, which supply approximately 31% of Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers.​Our Data​The traffic and data generated by our retail business, including pharmacies and fuel centers, is enabling this transformation. Kroger serves approximately 63 million households annually and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card. Our over 20 years of investment in data science capabilities is allowing us to utilize this data to create personalized experiences and value for our customers and is also enabling our fast-growing, high operating margin alternative profit businesses, including data analytic services and third-party media revenue. Our retail media business – Kroger Precision Marketing – provides best in class media capabilities for our consumer packaged goods partners and other industry verticals. It is a key driver of our digital profitability and alternative profit.​ Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent 98% of our consolidated sales, is our only reportable segment. ​ Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following: ​ Stores ​ As of February 1, 2025, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of February 1, 2025, Kroger operated, either directly or through its subsidiaries, 2,731 supermarkets, of which 2,273 had pharmacies and 1,702 had fuel centers. We connect with customers through our expanding seamless ecosystem and the consistent delivery of a full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable. ​ Seamless Digital Ecosystem ​ We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup, Delivery and Ship. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,412 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with zero compromise on selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels. ​ Merchandising and Manufacturing ​ Our Brands products play an important role in our merchandising strategy and represented over $32 billion of our sales in 2024. We own 33 food production plants, primarily bakeries and dairies, which supply approximately 31% of Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers. ​ Our Data ​ The traffic and data generated by our retail business, including pharmacies and fuel centers, is enabling this transformation. Kroger serves approximately 63 million households annually and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card. Our over 20 years of investment in data science capabilities is allowing us to utilize this data to create personalized experiences and value for our customers and is also enabling our fast-growing, high operating margin alternative profit businesses, including data analytic services and third-party media revenue. Our retail media business – Kroger Precision Marketing – provides best in class media capabilities for our consumer packaged goods partners and other industry verticals. It is a key driver of our digital profitability and alternative profit. ​ 29 29 29 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 2024 include the following, which we define as the “2024 Adjusted Items:”​●Charges to operating, general and administrative expenses (“OG&A”) of $32 million, $24 million net of tax, for severance charge and related benefits, $30 million, $23 million net of tax, for impairment of intangible assets, $25 million, $19 million net of tax, for property losses, $684 million, $489 million net of tax, for merger-related costs, net of a credit to OG&A of $27 million, $21 million net of tax, for opioid settlement charges (the “2024 OG&A Adjusted Items”).​●A loss in other income (expense) of $148 million, $112 million net of tax, for the unrealized loss on investments, a charge to other income (expense) of $34 million, $26 million net of tax, for merger-related net interest expense and a gain in other income (expense) of $79 million, $60 million net of tax, on the sale of Kroger Specialty Pharmacy (the “2024 Other Income (Expense) Adjusted Items”).​●A reduction to income tax expense of $31 million from recognizing deferred tax assets related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”).​30 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 2024 include the following, which we define as the “2024 Adjusted Items:”​●Charges to operating, general and administrative expenses (“OG&A”) of $32 million, $24 million net of tax, for severance charge and related benefits, $30 million, $23 million net of tax, for impairment of intangible assets, $25 million, $19 million net of tax, for property losses, $684 million, $489 million net of tax, for merger-related costs, net of a credit to OG&A of $27 million, $21 million net of tax, for opioid settlement charges (the “2024 OG&A Adjusted Items”).​●A loss in other income (expense) of $148 million, $112 million net of tax, for the unrealized loss on investments, a charge to other income (expense) of $34 million, $26 million net of tax, for merger-related net interest expense and a gain in other income (expense) of $79 million, $60 million net of tax, on the sale of Kroger Specialty Pharmacy (the “2024 Other Income (Expense) Adjusted Items”).​●A reduction to income tax expense of $31 million from recognizing deferred tax assets related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”).​ 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 2024 include the following, which we define as the “2024 Adjusted Items:”​●Charges to operating, general and administrative expenses (“OG&A”) of $32 million, $24 million net of tax, for severance charge and related benefits, $30 million, $23 million net of tax, for impairment of intangible assets, $25 million, $19 million net of tax, for property losses, $684 million, $489 million net of tax, for merger-related costs, net of a credit to OG&A of $27 million, $21 million net of tax, for opioid settlement charges (the “2024 OG&A Adjusted Items”).​●A loss in other income (expense) of $148 million, $112 million net of tax, for the unrealized loss on investments, a charge to other income (expense) of $34 million, $26 million net of tax, for merger-related net interest expense and a gain in other income (expense) of $79 million, $60 million net of tax, on the sale of Kroger Specialty Pharmacy (the “2024 Other Income (Expense) Adjusted Items”).​●A reduction to income tax expense of $31 million from recognizing deferred tax assets related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”).​" }, { "status": "MODIFIED", "current_title": "LIABILITIES", "prior_title": "LIABILITIES", "similarity_score": 0.683, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ ​ Current portion of long-term debt including obligations under finance leases ​ $ 1,802 ​ $ 272 ​ Current portion of operating lease liabilities ​ ​ 665 ​ ​ 599 ​ Accounts payable ​ 10,488 ​ 10,124 ​ Accrued salaries and wages ​ 1,267 ​ 1,330 ​ Other current liabilities ​ 3,886 ​ 3,615 ​ Total current liabilities ​ 18,108 ​ 15,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt including obligations under finance leases ​ ​ 15,764 ​ ​ 17,633 ​ Noncurrent operating lease liabilities ​ ​ 6,461 ​ ​ 6,578 ​ Deferred income taxes ​ 1,094 ​ 1,417 ​ Pension and postretirement benefit obligations ​ 421 ​ 387 ​ Other long-term liabilities ​ 2,169 ​ 2,380 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities ​ 44,017 ​ 44,335 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (see Note 12) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​\"" ], "current_body": "​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ ​ Current portion of long-term debt including obligations under finance leases ​ $ 1,802 ​ $ 272 ​ Current portion of operating lease liabilities ​ ​ 665 ​ ​ 599 ​ Accounts payable ​ 10,488 ​ 10,124 ​ Accrued salaries and wages ​ 1,267 ​ 1,330 ​ Other current liabilities ​ 3,886 ​ 3,615 ​ Total current liabilities ​ 18,108 ​ 15,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt including obligations under finance leases ​ ​ 15,764 ​ ​ 17,633 ​ Noncurrent operating lease liabilities ​ ​ 6,461 ​ ​ 6,578 ​ Deferred income taxes ​ 1,094 ​ 1,417 ​ Pension and postretirement benefit obligations ​ 421 ​ 387 ​ Other long-term liabilities ​ 2,169 ​ 2,380 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities ​ 44,017 ​ 44,335 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (see Note 12) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ ​ Current portion of long-term debt including obligations under finance leases ​ $ 272 ​ $ 198 ​ Current portion of operating lease liabilities ​ ​ 599 ​ ​ 670 ​ Accounts payable ​ 10,124 ​ 10,381 ​ Accrued salaries and wages ​ 1,330 ​ 1,323 ​ Other current liabilities ​ 3,615 ​ 3,486 ​ Total current liabilities ​ 15,940 ​ 16,058 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt including obligations under finance leases ​ ​ 17,633 ​ ​ 12,028 ​ Noncurrent operating lease liabilities ​ ​ 6,578 ​ ​ 6,351 ​ Deferred income taxes ​ 1,417 ​ 1,579 ​ Pension and postretirement benefit obligations ​ 387 ​ 385 ​ Other long-term liabilities ​ 2,380 ​ 2,503 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities ​ 44,335 ​ 38,904 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies see Note 12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Excluding Adjusted Items(1)", "prior_title": "Identical Sales", "similarity_score": 0.672, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024(2) ​ ​ ​ 2025 ​ ​ ​ 2024(2) ​ Excluding fuel ​ $ 130,966 ​ $ 127,244 ​ $ 131,227 ​ $ 127,575 ​ Excluding fuel ​ 2.9 % 1.5 % 2.9 % 1.5 % ​ Gross Margin, LIFO and FIFO Gross Margin ​ Our gross margin rates, as a percentage of sales, were 22.9% in 2025 and 22.3% in 2024.\"" ], "current_body": "​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024(2) ​ ​ ​ 2025 ​ ​ ​ 2024(2) ​ Excluding fuel ​ $ 130,966 ​ $ 127,244 ​ $ 131,227 ​ $ 127,575 ​ Excluding fuel ​ 2.9 % 1.5 % 2.9 % 1.5 % ​ Gross Margin, LIFO and FIFO Gross Margin ​ Our gross margin rates, as a percentage of sales, were 22.9% in 2025 and 22.3% in 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, sourcing improvements, 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, and increased price investments. ​ The following table provides the calculation of gross profit and gross margin in accordance with GAAP: ​", "prior_body": "($ in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024(1) 2023(2) Excluding fuel ​ $ 128,297 ​ $ 126,378 ​ Excluding fuel ​ 1.5 % 0.9 % ​ Gross Margin, LIFO and FIFO Gross Margin ​ Our gross margin rates, as a percentage of sales, were 22.26% in 2024 and 21.83% in 2023. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance, lower shrink and decreased fuel sales, which has a lower gross margin rate, partially offset by lower pharmacy margins. ​ The following table provides the calculation of gross profit and gross margin in accordance with GAAP: ​" }, { "status": "MODIFIED", "current_title": "February 1,", "prior_title": "February 3,", "similarity_score": 0.642, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ ​ ​ ​ ​ 2026 ​ 2025 Return on Invested Capital ​ ​ ​ ​ ​ ​ ​ Numerator ​ ​ ​ ​ ​ ​ ​ Operating profit ​ $ 1,890 ​ $ 3,849 ​ LIFO charge ​ 157 ​ 95 ​ Depreciation and amortization ​ 3,332 ​ 3,246 ​ Rent ​ 872 ​ 877 ​ Adjustment for labor dispute charges ​ ​ 44 ​ ​ — ​ Adjustment for store closures ​ ​ 100 ​ ​ — ​ Adjustment for executive stock compensation for a former executive ​ ​ (21) ​ ​ — ​ Adjustment for merger-related costs ​ ​ — ​ ​ 684 ​ Adjustment for merger-related litigation and settlement charges ​ ​ 161 ​ ​ — ​ Adjustment for property losses ​ ​ — ​ ​ 25 ​ Adjustment for opioid settlement charges and vendor reserves ​ ​ (6) ​ ​ (27) ​ Adjustment for impairment of intangible assets ​ ​ 50 ​ ​ 30 ​ Adjustment for severance charge and related benefits ​ ​ 47 ​ ​ 32 ​ Adjustment for fulfillment network impairment and related charges ​ ​ 2,497 ​ ​ — ​ Adjusted ROIC operating profit ​ $ 9,123 ​ $ 8,811 ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ ​ Average total assets ​ $ 51,285 ​ $ 51,561 ​ Average taxes receivable(1) ​ (141) ​ (124) ​ Average LIFO reserve ​ 2,479 ​ 2,357 ​ Average accumulated depreciation and amortization(2) ​ 35,525 ​ 33,397 ​ Average accounts payable ​ (10,306) ​ (10,253) ​ Average accrued salaries and wages ​ (1,299) ​ (1,327) ​ Average other current liabilities ​ (3,751) ​ (3,551) ​ Average invested capital ​ $ 73,792 ​ $ 72,060 ​ Return on Invested Capital ​ 12.36 % 12.23 % (1)Taxes receivable were $198 as of January 31, 2026, $84 as of February 1, 2025 and $163 as of February 3, 2024.\"" ], "current_body": "​ ​ ​ 2026 ​ Change ​ 2025 ​ Sales(1) ​ $ 147,642 ​ 0.4 % $ 147,123 ​ Sales without fuel(1) ​ $ 134,058 ​ 1.4 % $ 132,150 ​ Identical sales excluding fuel and Adjusted Items(2) ​ ​ 2.9 % N/A ​ ​ 1.5 % FIFO gross margin, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps increase(1) ​ ​ 0.44 ​ N/A ​ ​ 0.32 ​ OG&A rate, excluding fuel and Adjusted Items, bps increase(1) ​ ​ 0.29 ​ N/A ​ ​ 0.31 ​ Operating profit(1) ​ $ 1,890 ​ (50.9) % $ 3,849 ​ Adjusted FIFO operating profit(1) ​ $ 4,905 ​ 4.9 % $ 4,674 ​ Net earnings attributable to The Kroger Co. ​ $ 1,016 ​ (61.9) % $ 2,665 ​ Adjusted net earnings attributable to The Kroger Co. ​ $ 3,199 ​ (1.4) % $ 3,246 ​ Net earnings attributable to The Kroger Co. per diluted common share ​ $ 1.54 ​ (58.0) % $ 3.67 ​ Adjusted net earnings attributable to The Kroger Co. per diluted common share ​ $ 4.85 ​ 8.5 % $ 4.47 ​ Dividends paid ​ $ 885 ​ 0.2 % $ 883 ​ Dividends paid per common share ​ $ 1.34 ​ 9.8 % $ 1.22 ​ Share repurchases(3) ​ $ 3,383 ​ N/A ​ $ 4,194 ​ (Decrease) increase in total debt, including obligations under finance leases compared to prior fiscal year end ​ $ (339) ​ N/A ​ $ 5,679 ​ ​ ​ 25 25 25 OVERVIEW ​Notable items for 2025 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $1.54. These results include $2.5 billion of fulfillment network impairment and related charges. ​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.85, which represents a 9% increase compared to 2024.​●Achieved operating profit of $1.9 billion. These results include $2.5 billion of fulfillment network impairment and related charges.​●Achieved adjusted FIFO operating profit of $4.9 billion, which represents a 5% increase compared to 2024. ​●Generated cash flows from operations of $7.3 billion, which represents a 26% increase compared to 2024.​●Returned $4.3 billion to shareholders from share repurchases and dividend payments. ​Other Financial Results​●Identical sales, excluding fuel and Adjusted Items, increased 2.9% in 2025, compared to 2024, primarily driven by eCommerce, Pharmacy and Fresh departments. ​●eCommerce sales increased 16% compared to 2024. Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com, and the discontinuation of Ship Marketplace, eCommerce sales increased 17% compared to 2024. eCommerce sales include products ordered online and picked up at our stores and our Delivery solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. eCommerce sales growth was led by strong demand for our Delivery solutions.​●Alternative profit streams contributed $1.5 billion of operating profit in 2025. ​●Our LIFO charge was $157 million in 2025, compared to $95 million in 2024. The increase in the LIFO charge was due to higher product cost inflation for 2025, compared to 2024.​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. 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. ​●During the second quarter of 2025, we approved and implemented a plan to reduce our corporate administrative team by nearly 1,000 associates, resulting in a charge for severance and related benefits of $47 million, $37 million net of tax. This reorganization is expected to increase efficiency and reduce administrative costs, enabling us to reinvest back into our retail business.​26 OVERVIEW ​Notable items for 2025 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $1.54. These results include $2.5 billion of fulfillment network impairment and related charges. ​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.85, which represents a 9% increase compared to 2024.​●Achieved operating profit of $1.9 billion. These results include $2.5 billion of fulfillment network impairment and related charges.​●Achieved adjusted FIFO operating profit of $4.9 billion, which represents a 5% increase compared to 2024. ​●Generated cash flows from operations of $7.3 billion, which represents a 26% increase compared to 2024.​●Returned $4.3 billion to shareholders from share repurchases and dividend payments. ​Other Financial Results​●Identical sales, excluding fuel and Adjusted Items, increased 2.9% in 2025, compared to 2024, primarily driven by eCommerce, Pharmacy and Fresh departments. ​●eCommerce sales increased 16% compared to 2024. Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com, and the discontinuation of Ship Marketplace, eCommerce sales increased 17% compared to 2024. eCommerce sales include products ordered online and picked up at our stores and our Delivery solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. eCommerce sales growth was led by strong demand for our Delivery solutions.​●Alternative profit streams contributed $1.5 billion of operating profit in 2025. ​●Our LIFO charge was $157 million in 2025, compared to $95 million in 2024. The increase in the LIFO charge was due to higher product cost inflation for 2025, compared to 2024.​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. 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. ​●During the second quarter of 2025, we approved and implemented a plan to reduce our corporate administrative team by nearly 1,000 associates, resulting in a charge for severance and related benefits of $47 million, $37 million net of tax. This reorganization is expected to increase efficiency and reduce administrative costs, enabling us to reinvest back into our retail business.​ OVERVIEW ​ Notable items for 2025 are: ​ Shareholder Return ​ ​ ​ ​ ​ ​ ​ Other Financial Results ​ ​ ​ ​ ​ Significant Events ​ ​ ​ 26 26 26 ●During 2025, we completed a strategic review of our eCommerce operations with the intention of improving the customer experience while accelerating eCommerce profitability. Following this review, we identified opportunities to optimize our automated fulfillment network by closing facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. in January 2026, which had not met operational or financial expectations, and canceled plans for the site in Charlotte, N.C. As a result of these closures and the automated fulfillment network not meeting operational or financial expectations, in 2025, we recorded impairment and related charges of $2.5 billion, $1.9 billion net of tax. We will continue to deliver eCommerce offerings using our store footprint, third-party delivery providers and automated fulfillment facilities where applicable. At the present time, in geographies where we see higher density of demand and better cost structure, we continue to evaluate performance and sustainability of automated fulfillment. These facility closures are expected to have a positive effect on eCommerce operating profit and a neutral effect on identical sales without fuel.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in Fresh, Our Brands, Personalization and eCommerce. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business.​Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent substantially all of our consolidated sales, are our only reportable segment.​Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following:​Stores​As of January 31, 2026, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of January 31, 2026, Kroger operated, either directly or through its subsidiaries, 2,697 supermarkets, of which 2,250 had pharmacies and 1,731 had fuel centers. We connect with customers through our growing network of in-store and digital shopping options, delivering a consistent full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable.​eCommerce​We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup and Delivery. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,408 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with broad selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want and that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels. We continue to make meaningful improvements in our eCommerce business and believe it will be an important growth driver and one of the key ways to attract new households.​27 ●During 2025, we completed a strategic review of our eCommerce operations with the intention of improving the customer experience while accelerating eCommerce profitability. Following this review, we identified opportunities to optimize our automated fulfillment network by closing facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. in January 2026, which had not met operational or financial expectations, and canceled plans for the site in Charlotte, N.C. As a result of these closures and the automated fulfillment network not meeting operational or financial expectations, in 2025, we recorded impairment and related charges of $2.5 billion, $1.9 billion net of tax. We will continue to deliver eCommerce offerings using our store footprint, third-party delivery providers and automated fulfillment facilities where applicable. At the present time, in geographies where we see higher density of demand and better cost structure, we continue to evaluate performance and sustainability of automated fulfillment. These facility closures are expected to have a positive effect on eCommerce operating profit and a neutral effect on identical sales without fuel.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in Fresh, Our Brands, Personalization and eCommerce. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business.​Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent substantially all of our consolidated sales, are our only reportable segment.​Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following:​Stores​As of January 31, 2026, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of January 31, 2026, Kroger operated, either directly or through its subsidiaries, 2,697 supermarkets, of which 2,250 had pharmacies and 1,731 had fuel centers. We connect with customers through our growing network of in-store and digital shopping options, delivering a consistent full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable.​eCommerce​We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup and Delivery. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,408 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with broad selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want and that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels. We continue to make meaningful improvements in our eCommerce business and believe it will be an important growth driver and one of the key ways to attract new households.​ ​", "prior_body": "​ ​ ​ 2025 ​ Change ​ 2024 ​ Sales(1) ​ $ 147,123 ​ (1.9) % $ 150,039 ​ Sales without fuel and the Extra Week(1) ​ $ 132,150 ​ 0.9 % $ 130,988 ​ Identical sales excluding fuel ​ ​ 1.5 % N/A ​ ​ 0.9 % FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week, bps increase(1) ​ ​ 0.32 ​ N/A ​ ​ 0.18 ​ OG&A rate, excluding fuel, Adjusted Items and the Extra Week, bps increase(1) ​ ​ 0.31 ​ N/A ​ ​ 0.21 ​ Operating profit(1) ​ $ 3,849 ​ 24.3 % $ 3,096 ​ Adjusted FIFO operating profit excluding the Extra Week(1) ​ $ 4,674 ​ (2.6) % $ 4,799 ​ Net earnings attributable to The Kroger Co. ​ $ 2,665 ​ 23.2 % $ 2,164 ​ Adjusted net earnings attributable to The Kroger Co. excluding the Extra Week ​ $ 3,246 ​ (2.7) % $ 3,335 ​ Net earnings attributable to The Kroger Co. per diluted common share ​ $ 3.67 ​ 24.0 % $ 2.96 ​ Adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the Extra Week ​ $ 4.47 ​ (2.0) % $ 4.56 ​ Dividends paid ​ $ 883 ​ 10.9 % $ 796 ​ Dividends paid per common share ​ $ 1.22 ​ 10.9 % $ 1.10 ​ Share repurchases(2) ​ $ 4,194 ​ N/A ​ $ 62 ​ Increase (decrease) in total debt, including obligations under finance leases compared to prior fiscal year end(3) ​ $ 5,679 ​ N/A ​ $ (1,152) ​ ​ 26 26 26 OVERVIEW ​Notable items for 2024 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $3.67, which represents a 24% increase compared to 2023.​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.47, which represents a 2% decrease compared to 2023, excluding the 53rd week in 2023 (the “Extra Week”).​●Achieved operating profit of $3.8 billion, which represents a 24% increase compared to 2023.​●Achieved adjusted FIFO operating profit of $4.7 billion, which represents a 3% decrease compared to 2023, excluding the Extra Week. ​●Generated cash flows from operations of $5.8 billion, which represents a 15% decrease compared to 2023.​●Returned $5.1 billion to shareholders from share repurchases and dividend payments, which included the total cost of the initial delivery of approximately 65.6 million shares repurchased as part of the $5.0 billion ASR program. ​Other Financial Results​●Identical sales, excluding fuel, increased 1.5% in 2024, compared to 2023, primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​●Digital sales grew to more than $13.0 billion in annual sales. Digital 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 platforms. Digital sales growth was led by the strength of our Delivery solutions. Delivery solutions, which grew by 18% in 2024, excluding the Extra Week in 2023, were driven by the growth in demand across our Kroger Delivery network.​●Alternative profit streams contributed $1.35 billion of operating profit in 2024, driven by a 17% increase in third-party media revenue, excluding the Extra Week in 2023. ​27 OVERVIEW ​Notable items for 2024 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $3.67, which represents a 24% increase compared to 2023.​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.47, which represents a 2% decrease compared to 2023, excluding the 53rd week in 2023 (the “Extra Week”).​●Achieved operating profit of $3.8 billion, which represents a 24% increase compared to 2023.​●Achieved adjusted FIFO operating profit of $4.7 billion, which represents a 3% decrease compared to 2023, excluding the Extra Week. ​●Generated cash flows from operations of $5.8 billion, which represents a 15% decrease compared to 2023.​●Returned $5.1 billion to shareholders from share repurchases and dividend payments, which included the total cost of the initial delivery of approximately 65.6 million shares repurchased as part of the $5.0 billion ASR program. ​Other Financial Results​●Identical sales, excluding fuel, increased 1.5% in 2024, compared to 2023, primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​●Digital sales grew to more than $13.0 billion in annual sales. Digital 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 platforms. Digital sales growth was led by the strength of our Delivery solutions. Delivery solutions, which grew by 18% in 2024, excluding the Extra Week in 2023, were driven by the growth in demand across our Kroger Delivery network.​●Alternative profit streams contributed $1.35 billion of operating profit in 2024, driven by a 17% increase in third-party media revenue, excluding the Extra Week in 2023. ​ OVERVIEW ​Notable items for 2024 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $3.67, which represents a 24% increase compared to 2023.​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.47, which represents a 2% decrease compared to 2023, excluding the 53rd week in 2023 (the “Extra Week”).​●Achieved operating profit of $3.8 billion, which represents a 24% increase compared to 2023.​●Achieved adjusted FIFO operating profit of $4.7 billion, which represents a 3% decrease compared to 2023, excluding the Extra Week. ​●Generated cash flows from operations of $5.8 billion, which represents a 15% decrease compared to 2023.​●Returned $5.1 billion to shareholders from share repurchases and dividend payments, which included the total cost of the initial delivery of approximately 65.6 million shares repurchased as part of the $5.0 billion ASR program. ​Other Financial Results​●Identical sales, excluding fuel, increased 1.5% in 2024, compared to 2023, primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​●Digital sales grew to more than $13.0 billion in annual sales. Digital 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 platforms. Digital sales growth was led by the strength of our Delivery solutions. Delivery solutions, which grew by 18% in 2024, excluding the Extra Week in 2023, were driven by the growth in demand across our Kroger Delivery network.​●Alternative profit streams contributed $1.35 billion of operating profit in 2024, driven by a 17% increase in third-party media revenue, excluding the Extra Week in 2023. ​ OVERVIEW ​ Notable items for 2024 are: ​ Shareholder Return ​ ​ ​ ​ ​ ​ ​ Other Financial Results ​ ​ ​ ​ 27 27 27 Significant Events​●On December 19, 2024, we entered into ASR agreements with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreements will be completed under our $7.5 billion share repurchase authorization. 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 share repurchases. The total numbers of shares purchased by us pursuant to the ASR agreements 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 agreements. Final settlement under the ASR agreements is expected to occur no later than the third fiscal quarter of our Fiscal 2025. ​●On December 11, 2024, we delivered a notice (the “Termination Notice”) to Albertsons, terminating the merger agreement (the “Merger Agreement”) we entered into with Albertsons on October 13, 2022. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to us, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, we notified Albertsons that we have no obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. For additional information about the termination of the Merger Agreement, see Note 18 to the Consolidated Financial Statements.​●On October 4, 2024, we completed the sale of our Kroger Specialty Pharmacy business to Elevance Health for $464 million. In 2024, we recognized a gain on sale for $79 million, $91 million net of tax, which includes the reduction to income tax expense of $31 million related to recognizing deferred tax assets for the divested entity. Kroger Specialty Pharmacy had sales of $2.0 billion in 2024 and $3.2 billion in 2023. Kroger Specialty Pharmacy was a low margin business. As a result, the sale of the business increased both our gross margin and operating, general and administrative costs as a rate of sales. It had no material effect on operating profit.​●On August 20, 2024, we issued $10.5 billion of senior notes to pay a portion of the cash consideration for the proposed merger and for general corporate purposes. In connection with the termination of the Merger Agreement, we redeemed $4.7 billion of the senior notes that included a special mandatory redemption feature on December 18, 2024. For additional information about the issuance and redemption of these senior notes, see Note 5 and Note 18 to the Consolidated Financial Statements.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in four strategic pillars: Fresh, Our Brands, Data & Personalization and Seamless. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business. ​28 Significant Events​●On December 19, 2024, we entered into ASR agreements with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreements will be completed under our $7.5 billion share repurchase authorization. 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 share repurchases. The total numbers of shares purchased by us pursuant to the ASR agreements 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 agreements. Final settlement under the ASR agreements is expected to occur no later than the third fiscal quarter of our Fiscal 2025. ​●On December 11, 2024, we delivered a notice (the “Termination Notice”) to Albertsons, terminating the merger agreement (the “Merger Agreement”) we entered into with Albertsons on October 13, 2022. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to us, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, we notified Albertsons that we have no obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. For additional information about the termination of the Merger Agreement, see Note 18 to the Consolidated Financial Statements.​●On October 4, 2024, we completed the sale of our Kroger Specialty Pharmacy business to Elevance Health for $464 million. In 2024, we recognized a gain on sale for $79 million, $91 million net of tax, which includes the reduction to income tax expense of $31 million related to recognizing deferred tax assets for the divested entity. Kroger Specialty Pharmacy had sales of $2.0 billion in 2024 and $3.2 billion in 2023. Kroger Specialty Pharmacy was a low margin business. As a result, the sale of the business increased both our gross margin and operating, general and administrative costs as a rate of sales. It had no material effect on operating profit.​●On August 20, 2024, we issued $10.5 billion of senior notes to pay a portion of the cash consideration for the proposed merger and for general corporate purposes. In connection with the termination of the Merger Agreement, we redeemed $4.7 billion of the senior notes that included a special mandatory redemption feature on December 18, 2024. For additional information about the issuance and redemption of these senior notes, see Note 5 and Note 18 to the Consolidated Financial Statements.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in four strategic pillars: Fresh, Our Brands, Data & Personalization and Seamless. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business. ​ Significant Events​●On December 19, 2024, we entered into ASR agreements with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreements will be completed under our $7.5 billion share repurchase authorization. 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 share repurchases. The total numbers of shares purchased by us pursuant to the ASR agreements 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 agreements. Final settlement under the ASR agreements is expected to occur no later than the third fiscal quarter of our Fiscal 2025. ​●On December 11, 2024, we delivered a notice (the “Termination Notice”) to Albertsons, terminating the merger agreement (the “Merger Agreement”) we entered into with Albertsons on October 13, 2022. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to us, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, we notified Albertsons that we have no obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. For additional information about the termination of the Merger Agreement, see Note 18 to the Consolidated Financial Statements.​●On October 4, 2024, we completed the sale of our Kroger Specialty Pharmacy business to Elevance Health for $464 million. In 2024, we recognized a gain on sale for $79 million, $91 million net of tax, which includes the reduction to income tax expense of $31 million related to recognizing deferred tax assets for the divested entity. Kroger Specialty Pharmacy had sales of $2.0 billion in 2024 and $3.2 billion in 2023. Kroger Specialty Pharmacy was a low margin business. As a result, the sale of the business increased both our gross margin and operating, general and administrative costs as a rate of sales. It had no material effect on operating profit.​●On August 20, 2024, we issued $10.5 billion of senior notes to pay a portion of the cash consideration for the proposed merger and for general corporate purposes. In connection with the termination of the Merger Agreement, we redeemed $4.7 billion of the senior notes that included a special mandatory redemption feature on December 18, 2024. For additional information about the issuance and redemption of these senior notes, see Note 5 and Note 18 to the Consolidated Financial Statements.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in four strategic pillars: Fresh, Our Brands, Data & Personalization and Seamless. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business. ​ Significant Events ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "(In millions, except par amounts)", "prior_title": "(In millions, except par amounts)", "similarity_score": 0.609, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ 2026 ​ 2025 ASSETS ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ Cash and temporary cash investments ​ $ 3,334 ​ $ 3,959 ​ Store deposits in-transit ​ 1,244 ​ 1,312 ​ Receivables ​ 2,192 ​ 2,195 ​ FIFO inventory ​ 9,445 ​ 9,442 ​ LIFO reserve ​ (2,553) ​ (2,404) ​ Prepaid and other current assets ​ ​ 843 ​ ​ 769 ​ Total current assets ​ 14,505 ​ 15,273 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 24,260 ​ 25,703 ​ Operating lease assets ​ ​ 6,682 ​ ​ 6,839 ​ Intangibles, net ​ 808 ​ 834 ​ Goodwill ​ 2,595 ​ 2,674 ​ Other assets ​ 1,103 ​ 1,293 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets ​ $ 49,953 ​ $ 52,616 ​ ​ ​ ​ ​ ​ ​ ​ ​\"" ], "current_body": "​ 2026 ​ 2025 ASSETS ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ Cash and temporary cash investments ​ $ 3,334 ​ $ 3,959 ​ Store deposits in-transit ​ 1,244 ​ 1,312 ​ Receivables ​ 2,192 ​ 2,195 ​ FIFO inventory ​ 9,445 ​ 9,442 ​ LIFO reserve ​ (2,553) ​ (2,404) ​ Prepaid and other current assets ​ ​ 843 ​ ​ 769 ​ Total current assets ​ 14,505 ​ 15,273 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 24,260 ​ 25,703 ​ Operating lease assets ​ ​ 6,682 ​ ​ 6,839 ​ Intangibles, net ​ 808 ​ 834 ​ Goodwill ​ 2,595 ​ 2,674 ​ Other assets ​ 1,103 ​ 1,293 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets ​ $ 49,953 ​ $ 52,616 ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ 2025 ​ 2024 ASSETS ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ Cash and temporary cash investments ​ $ 3,959 ​ $ 1,883 ​ Store deposits in-transit ​ 1,312 ​ 1,215 ​ Receivables ​ 2,195 ​ 2,136 ​ FIFO inventory ​ 9,442 ​ 9,414 ​ LIFO reserve ​ (2,404) ​ (2,309) ​ Prepaid and other current assets ​ ​ 769 ​ ​ 609 ​ Total current assets ​ 15,273 ​ 12,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 25,703 ​ 25,230 ​ Operating lease assets ​ ​ 6,839 ​ ​ 6,692 ​ Intangibles, net ​ 834 ​ 899 ​ Goodwill ​ 2,674 ​ 2,916 ​ Other assets ​ 1,293 ​ 1,820 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets ​ $ 52,616 ​ $ 50,505 ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "amortization(1)", "prior_title": "amortization(1)", "similarity_score": 0.522, "confidence": "low", "key_changes": [ "Reworded sentence: \"Definite-lived pharmacy prescription files ​ $ 289 ​ $ (203) ​ $ 247 ​ $ (183) ​ Definite-lived customer relationships(2) ​ ​ — ​ ​ — ​ ​ 148 ​ ​ (145) ​ Definite-lived other(2) ​ 67 ​ (55) ​ 106 ​ (92) ​ Indefinite-lived trade name ​ 611 ​ — ​ 655 ​ — ​ Indefinite-lived liquor licenses ​ 99 ​ — ​ 98 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 1,066 ​ $ (258) ​ $ 1,254 ​ $ (420) ​ 66 66 66\"" ], "current_body": "Definite-lived pharmacy prescription files ​ $ 289 ​ $ (203) ​ $ 247 ​ $ (183) ​ Definite-lived customer relationships(2) ​ ​ — ​ ​ — ​ ​ 148 ​ ​ (145) ​ Definite-lived other(2) ​ 67 ​ (55) ​ 106 ​ (92) ​ Indefinite-lived trade name ​ 611 ​ — ​ 655 ​ — ​ Indefinite-lived liquor licenses ​ 99 ​ — ​ 98 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 1,066 ​ $ (258) ​ $ 1,254 ​ $ (420) ​ 66 66 66", "prior_body": "Definite-lived pharmacy prescription files(2) ​ $ 247 ​ $ (183) ​ $ 360 ​ $ (259) ​ Definite-lived customer relationships(2) ​ ​ 148 ​ ​ (145) ​ ​ 186 ​ ​ (179) ​ Definite-lived other(2) ​ 106 ​ (92) ​ 118 ​ (103) ​ Indefinite-lived trade name ​ 655 ​ — ​ 685 ​ — ​ Indefinite-lived liquor licenses ​ 98 ​ — ​ 91 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 1,254 ​ $ (420) ​ $ 1,440 ​ $ (541) ​ ​ Based on the results of the Company’s impairment assessment in the fourth quarter of 2024, a $30, $24 net of tax, impairment was recognized for indefinite-lived trade names. 2024 ​ Amortization expense associated with intangible assets totaled approximately $30, $42 and $52, during fiscal years 2024, 2023 and 2022, respectively. Future amortization expense associated with the net carrying amount of definite-lived intangible assets for the years subsequent to 2024 is estimated to be approximately: ​ ​ ​ ​ ​ 2025 $ 27 2026 ​ 12 2027 ​ 11 2028 ​ 10 2029 ​ 10 Thereafter ​ 11 ​ ​ ​ ​ Total future estimated amortization associated with definite-lived intangible assets ​ $ 81 ​ ​ 3." }, { "status": "MODIFIED", "current_title": "February 1,", "prior_title": "February 3,", "similarity_score": 0.516, "confidence": "low", "key_changes": [ "Reworded sentence: \"​ ​ ​ 2026 ​ Change ​ 2025 ​ Sales(1) ​ $ 147,642 ​ 0.4 % $ 147,123 ​ Sales without fuel(1) ​ $ 134,058 ​ 1.4 % $ 132,150 ​ Identical sales excluding fuel and Adjusted Items(2) ​ ​ 2.9 % N/A ​ ​ 1.5 % FIFO gross margin, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps increase(1) ​ ​ 0.44 ​ N/A ​ ​ 0.32 ​ OG&A rate, excluding fuel and Adjusted Items, bps increase(1) ​ ​ 0.29 ​ N/A ​ ​ 0.31 ​ Operating profit(1) ​ $ 1,890 ​ (50.9) % $ 3,849 ​ Adjusted FIFO operating profit(1) ​ $ 4,905 ​ 4.9 % $ 4,674 ​ Net earnings attributable to The Kroger Co.\"", "Reworded sentence: \"eCommerce sales growth was led by strong demand for our Delivery solutions.​●Alternative profit streams contributed $1.5 billion of operating profit in 2025.\"", "Reworded sentence: \"eCommerce sales growth was led by strong demand for our Delivery solutions.​●Alternative profit streams contributed $1.5 billion of operating profit in 2025.\"", "Reworded sentence: \"Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in Fresh, Our Brands, Personalization and eCommerce.\"", "Reworded sentence: \"These alternative profit streams would not exist without our core retail business.​Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms.\"" ], "current_body": "​ ​ ​ 2026 ​ Change ​ 2025 ​ Sales(1) ​ $ 147,642 ​ 0.4 % $ 147,123 ​ Sales without fuel(1) ​ $ 134,058 ​ 1.4 % $ 132,150 ​ Identical sales excluding fuel and Adjusted Items(2) ​ ​ 2.9 % N/A ​ ​ 1.5 % FIFO gross margin, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps increase(1) ​ ​ 0.44 ​ N/A ​ ​ 0.32 ​ OG&A rate, excluding fuel and Adjusted Items, bps increase(1) ​ ​ 0.29 ​ N/A ​ ​ 0.31 ​ Operating profit(1) ​ $ 1,890 ​ (50.9) % $ 3,849 ​ Adjusted FIFO operating profit(1) ​ $ 4,905 ​ 4.9 % $ 4,674 ​ Net earnings attributable to The Kroger Co. ​ $ 1,016 ​ (61.9) % $ 2,665 ​ Adjusted net earnings attributable to The Kroger Co. ​ $ 3,199 ​ (1.4) % $ 3,246 ​ Net earnings attributable to The Kroger Co. per diluted common share ​ $ 1.54 ​ (58.0) % $ 3.67 ​ Adjusted net earnings attributable to The Kroger Co. per diluted common share ​ $ 4.85 ​ 8.5 % $ 4.47 ​ Dividends paid ​ $ 885 ​ 0.2 % $ 883 ​ Dividends paid per common share ​ $ 1.34 ​ 9.8 % $ 1.22 ​ Share repurchases(3) ​ $ 3,383 ​ N/A ​ $ 4,194 ​ (Decrease) increase in total debt, including obligations under finance leases compared to prior fiscal year end ​ $ (339) ​ N/A ​ $ 5,679 ​ ​ ​ 25 25 25 OVERVIEW ​Notable items for 2025 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $1.54. These results include $2.5 billion of fulfillment network impairment and related charges. ​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.85, which represents a 9% increase compared to 2024.​●Achieved operating profit of $1.9 billion. These results include $2.5 billion of fulfillment network impairment and related charges.​●Achieved adjusted FIFO operating profit of $4.9 billion, which represents a 5% increase compared to 2024. ​●Generated cash flows from operations of $7.3 billion, which represents a 26% increase compared to 2024.​●Returned $4.3 billion to shareholders from share repurchases and dividend payments. ​Other Financial Results​●Identical sales, excluding fuel and Adjusted Items, increased 2.9% in 2025, compared to 2024, primarily driven by eCommerce, Pharmacy and Fresh departments. ​●eCommerce sales increased 16% compared to 2024. Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com, and the discontinuation of Ship Marketplace, eCommerce sales increased 17% compared to 2024. eCommerce sales include products ordered online and picked up at our stores and our Delivery solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. eCommerce sales growth was led by strong demand for our Delivery solutions.​●Alternative profit streams contributed $1.5 billion of operating profit in 2025. ​●Our LIFO charge was $157 million in 2025, compared to $95 million in 2024. The increase in the LIFO charge was due to higher product cost inflation for 2025, compared to 2024.​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. 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. ​●During the second quarter of 2025, we approved and implemented a plan to reduce our corporate administrative team by nearly 1,000 associates, resulting in a charge for severance and related benefits of $47 million, $37 million net of tax. This reorganization is expected to increase efficiency and reduce administrative costs, enabling us to reinvest back into our retail business.​26 OVERVIEW ​Notable items for 2025 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $1.54. These results include $2.5 billion of fulfillment network impairment and related charges. ​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.85, which represents a 9% increase compared to 2024.​●Achieved operating profit of $1.9 billion. These results include $2.5 billion of fulfillment network impairment and related charges.​●Achieved adjusted FIFO operating profit of $4.9 billion, which represents a 5% increase compared to 2024. ​●Generated cash flows from operations of $7.3 billion, which represents a 26% increase compared to 2024.​●Returned $4.3 billion to shareholders from share repurchases and dividend payments. ​Other Financial Results​●Identical sales, excluding fuel and Adjusted Items, increased 2.9% in 2025, compared to 2024, primarily driven by eCommerce, Pharmacy and Fresh departments. ​●eCommerce sales increased 16% compared to 2024. Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com, and the discontinuation of Ship Marketplace, eCommerce sales increased 17% compared to 2024. eCommerce sales include products ordered online and picked up at our stores and our Delivery solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. eCommerce sales growth was led by strong demand for our Delivery solutions.​●Alternative profit streams contributed $1.5 billion of operating profit in 2025. ​●Our LIFO charge was $157 million in 2025, compared to $95 million in 2024. The increase in the LIFO charge was due to higher product cost inflation for 2025, compared to 2024.​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. 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. ​●During the second quarter of 2025, we approved and implemented a plan to reduce our corporate administrative team by nearly 1,000 associates, resulting in a charge for severance and related benefits of $47 million, $37 million net of tax. This reorganization is expected to increase efficiency and reduce administrative costs, enabling us to reinvest back into our retail business.​ OVERVIEW ​ Notable items for 2025 are: ​ Shareholder Return ​ ​ ​ ​ ​ ​ ​ Other Financial Results ​ ​ ​ ​ ​ Significant Events ​ ​ ​ 26 26 26 ●During 2025, we completed a strategic review of our eCommerce operations with the intention of improving the customer experience while accelerating eCommerce profitability. Following this review, we identified opportunities to optimize our automated fulfillment network by closing facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. in January 2026, which had not met operational or financial expectations, and canceled plans for the site in Charlotte, N.C. As a result of these closures and the automated fulfillment network not meeting operational or financial expectations, in 2025, we recorded impairment and related charges of $2.5 billion, $1.9 billion net of tax. We will continue to deliver eCommerce offerings using our store footprint, third-party delivery providers and automated fulfillment facilities where applicable. At the present time, in geographies where we see higher density of demand and better cost structure, we continue to evaluate performance and sustainability of automated fulfillment. These facility closures are expected to have a positive effect on eCommerce operating profit and a neutral effect on identical sales without fuel.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in Fresh, Our Brands, Personalization and eCommerce. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business.​Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent substantially all of our consolidated sales, are our only reportable segment.​Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following:​Stores​As of January 31, 2026, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of January 31, 2026, Kroger operated, either directly or through its subsidiaries, 2,697 supermarkets, of which 2,250 had pharmacies and 1,731 had fuel centers. We connect with customers through our growing network of in-store and digital shopping options, delivering a consistent full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable.​eCommerce​We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup and Delivery. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,408 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with broad selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want and that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels. We continue to make meaningful improvements in our eCommerce business and believe it will be an important growth driver and one of the key ways to attract new households.​27 ●During 2025, we completed a strategic review of our eCommerce operations with the intention of improving the customer experience while accelerating eCommerce profitability. Following this review, we identified opportunities to optimize our automated fulfillment network by closing facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. in January 2026, which had not met operational or financial expectations, and canceled plans for the site in Charlotte, N.C. As a result of these closures and the automated fulfillment network not meeting operational or financial expectations, in 2025, we recorded impairment and related charges of $2.5 billion, $1.9 billion net of tax. We will continue to deliver eCommerce offerings using our store footprint, third-party delivery providers and automated fulfillment facilities where applicable. At the present time, in geographies where we see higher density of demand and better cost structure, we continue to evaluate performance and sustainability of automated fulfillment. These facility closures are expected to have a positive effect on eCommerce operating profit and a neutral effect on identical sales without fuel.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in Fresh, Our Brands, Personalization and eCommerce. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business.​Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent substantially all of our consolidated sales, are our only reportable segment.​Kroger is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. Our combination of assets includes the following:​Stores​As of January 31, 2026, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of January 31, 2026, Kroger operated, either directly or through its subsidiaries, 2,697 supermarkets, of which 2,250 had pharmacies and 1,731 had fuel centers. We connect with customers through our growing network of in-store and digital shopping options, delivering a consistent full, fresh, and friendly customer experience. Fuel sales are an important part of our revenue, net earnings and loyalty offering. Our fuel strategy is to include a fuel center at each of our supermarket locations when it is feasible and it is expected to be profitable.​eCommerce​We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including Pickup and Delivery. We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at 2,408 of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. These channels allow us to serve customers anything, anytime, and anywhere with broad selection, convenience, and price. We also provide relevant customer-facing apps and interfaces that have the features customers want and that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels. We continue to make meaningful improvements in our eCommerce business and believe it will be an important growth driver and one of the key ways to attract new households.​ ​", "prior_body": "​ ​ ​ 2025 ​ Change ​ 2024 ​ Sales(1) ​ $ 147,123 ​ (1.9) % $ 150,039 ​ Sales without fuel and the Extra Week(1) ​ $ 132,150 ​ 0.9 % $ 130,988 ​ Identical sales excluding fuel ​ ​ 1.5 % N/A ​ ​ 0.9 % FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week, bps increase(1) ​ ​ 0.32 ​ N/A ​ ​ 0.18 ​ OG&A rate, excluding fuel, Adjusted Items and the Extra Week, bps increase(1) ​ ​ 0.31 ​ N/A ​ ​ 0.21 ​ Operating profit(1) ​ $ 3,849 ​ 24.3 % $ 3,096 ​ Adjusted FIFO operating profit excluding the Extra Week(1) ​ $ 4,674 ​ (2.6) % $ 4,799 ​ Net earnings attributable to The Kroger Co. ​ $ 2,665 ​ 23.2 % $ 2,164 ​ Adjusted net earnings attributable to The Kroger Co. excluding the Extra Week ​ $ 3,246 ​ (2.7) % $ 3,335 ​ Net earnings attributable to The Kroger Co. per diluted common share ​ $ 3.67 ​ 24.0 % $ 2.96 ​ Adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the Extra Week ​ $ 4.47 ​ (2.0) % $ 4.56 ​ Dividends paid ​ $ 883 ​ 10.9 % $ 796 ​ Dividends paid per common share ​ $ 1.22 ​ 10.9 % $ 1.10 ​ Share repurchases(2) ​ $ 4,194 ​ N/A ​ $ 62 ​ Increase (decrease) in total debt, including obligations under finance leases compared to prior fiscal year end(3) ​ $ 5,679 ​ N/A ​ $ (1,152) ​ ​ 26 26 26 OVERVIEW ​Notable items for 2024 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $3.67, which represents a 24% increase compared to 2023.​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.47, which represents a 2% decrease compared to 2023, excluding the 53rd week in 2023 (the “Extra Week”).​●Achieved operating profit of $3.8 billion, which represents a 24% increase compared to 2023.​●Achieved adjusted FIFO operating profit of $4.7 billion, which represents a 3% decrease compared to 2023, excluding the Extra Week. ​●Generated cash flows from operations of $5.8 billion, which represents a 15% decrease compared to 2023.​●Returned $5.1 billion to shareholders from share repurchases and dividend payments, which included the total cost of the initial delivery of approximately 65.6 million shares repurchased as part of the $5.0 billion ASR program. ​Other Financial Results​●Identical sales, excluding fuel, increased 1.5% in 2024, compared to 2023, primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​●Digital sales grew to more than $13.0 billion in annual sales. Digital 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 platforms. Digital sales growth was led by the strength of our Delivery solutions. Delivery solutions, which grew by 18% in 2024, excluding the Extra Week in 2023, were driven by the growth in demand across our Kroger Delivery network.​●Alternative profit streams contributed $1.35 billion of operating profit in 2024, driven by a 17% increase in third-party media revenue, excluding the Extra Week in 2023. ​27 OVERVIEW ​Notable items for 2024 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $3.67, which represents a 24% increase compared to 2023.​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.47, which represents a 2% decrease compared to 2023, excluding the 53rd week in 2023 (the “Extra Week”).​●Achieved operating profit of $3.8 billion, which represents a 24% increase compared to 2023.​●Achieved adjusted FIFO operating profit of $4.7 billion, which represents a 3% decrease compared to 2023, excluding the Extra Week. ​●Generated cash flows from operations of $5.8 billion, which represents a 15% decrease compared to 2023.​●Returned $5.1 billion to shareholders from share repurchases and dividend payments, which included the total cost of the initial delivery of approximately 65.6 million shares repurchased as part of the $5.0 billion ASR program. ​Other Financial Results​●Identical sales, excluding fuel, increased 1.5% in 2024, compared to 2023, primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​●Digital sales grew to more than $13.0 billion in annual sales. Digital 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 platforms. Digital sales growth was led by the strength of our Delivery solutions. Delivery solutions, which grew by 18% in 2024, excluding the Extra Week in 2023, were driven by the growth in demand across our Kroger Delivery network.​●Alternative profit streams contributed $1.35 billion of operating profit in 2024, driven by a 17% increase in third-party media revenue, excluding the Extra Week in 2023. ​ OVERVIEW ​Notable items for 2024 are: ​Shareholder Return​●Achieved net earnings attributable to The Kroger Co. per diluted common share of $3.67, which represents a 24% increase compared to 2023.​●Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share of $4.47, which represents a 2% decrease compared to 2023, excluding the 53rd week in 2023 (the “Extra Week”).​●Achieved operating profit of $3.8 billion, which represents a 24% increase compared to 2023.​●Achieved adjusted FIFO operating profit of $4.7 billion, which represents a 3% decrease compared to 2023, excluding the Extra Week. ​●Generated cash flows from operations of $5.8 billion, which represents a 15% decrease compared to 2023.​●Returned $5.1 billion to shareholders from share repurchases and dividend payments, which included the total cost of the initial delivery of approximately 65.6 million shares repurchased as part of the $5.0 billion ASR program. ​Other Financial Results​●Identical sales, excluding fuel, increased 1.5% in 2024, compared to 2023, primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket.​●Digital sales grew to more than $13.0 billion in annual sales. Digital 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 platforms. Digital sales growth was led by the strength of our Delivery solutions. Delivery solutions, which grew by 18% in 2024, excluding the Extra Week in 2023, were driven by the growth in demand across our Kroger Delivery network.​●Alternative profit streams contributed $1.35 billion of operating profit in 2024, driven by a 17% increase in third-party media revenue, excluding the Extra Week in 2023. ​ OVERVIEW ​ Notable items for 2024 are: ​ Shareholder Return ​ ​ ​ ​ ​ ​ ​ Other Financial Results ​ ​ ​ ​ 27 27 27 Significant Events​●On December 19, 2024, we entered into ASR agreements with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreements will be completed under our $7.5 billion share repurchase authorization. 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 share repurchases. The total numbers of shares purchased by us pursuant to the ASR agreements 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 agreements. Final settlement under the ASR agreements is expected to occur no later than the third fiscal quarter of our Fiscal 2025. ​●On December 11, 2024, we delivered a notice (the “Termination Notice”) to Albertsons, terminating the merger agreement (the “Merger Agreement”) we entered into with Albertsons on October 13, 2022. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to us, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, we notified Albertsons that we have no obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. For additional information about the termination of the Merger Agreement, see Note 18 to the Consolidated Financial Statements.​●On October 4, 2024, we completed the sale of our Kroger Specialty Pharmacy business to Elevance Health for $464 million. In 2024, we recognized a gain on sale for $79 million, $91 million net of tax, which includes the reduction to income tax expense of $31 million related to recognizing deferred tax assets for the divested entity. Kroger Specialty Pharmacy had sales of $2.0 billion in 2024 and $3.2 billion in 2023. Kroger Specialty Pharmacy was a low margin business. As a result, the sale of the business increased both our gross margin and operating, general and administrative costs as a rate of sales. It had no material effect on operating profit.​●On August 20, 2024, we issued $10.5 billion of senior notes to pay a portion of the cash consideration for the proposed merger and for general corporate purposes. In connection with the termination of the Merger Agreement, we redeemed $4.7 billion of the senior notes that included a special mandatory redemption feature on December 18, 2024. For additional information about the issuance and redemption of these senior notes, see Note 5 and Note 18 to the Consolidated Financial Statements.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in four strategic pillars: Fresh, Our Brands, Data & Personalization and Seamless. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business. ​28 Significant Events​●On December 19, 2024, we entered into ASR agreements with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreements will be completed under our $7.5 billion share repurchase authorization. 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 share repurchases. The total numbers of shares purchased by us pursuant to the ASR agreements 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 agreements. Final settlement under the ASR agreements is expected to occur no later than the third fiscal quarter of our Fiscal 2025. ​●On December 11, 2024, we delivered a notice (the “Termination Notice”) to Albertsons, terminating the merger agreement (the “Merger Agreement”) we entered into with Albertsons on October 13, 2022. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to us, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, we notified Albertsons that we have no obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. For additional information about the termination of the Merger Agreement, see Note 18 to the Consolidated Financial Statements.​●On October 4, 2024, we completed the sale of our Kroger Specialty Pharmacy business to Elevance Health for $464 million. In 2024, we recognized a gain on sale for $79 million, $91 million net of tax, which includes the reduction to income tax expense of $31 million related to recognizing deferred tax assets for the divested entity. Kroger Specialty Pharmacy had sales of $2.0 billion in 2024 and $3.2 billion in 2023. Kroger Specialty Pharmacy was a low margin business. As a result, the sale of the business increased both our gross margin and operating, general and administrative costs as a rate of sales. It had no material effect on operating profit.​●On August 20, 2024, we issued $10.5 billion of senior notes to pay a portion of the cash consideration for the proposed merger and for general corporate purposes. In connection with the termination of the Merger Agreement, we redeemed $4.7 billion of the senior notes that included a special mandatory redemption feature on December 18, 2024. For additional information about the issuance and redemption of these senior notes, see Note 5 and Note 18 to the Consolidated Financial Statements.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in four strategic pillars: Fresh, Our Brands, Data & Personalization and Seamless. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business. ​ Significant Events​●On December 19, 2024, we entered into ASR agreements with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreements will be completed under our $7.5 billion share repurchase authorization. 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 share repurchases. The total numbers of shares purchased by us pursuant to the ASR agreements 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 agreements. Final settlement under the ASR agreements is expected to occur no later than the third fiscal quarter of our Fiscal 2025. ​●On December 11, 2024, we delivered a notice (the “Termination Notice”) to Albertsons, terminating the merger agreement (the “Merger Agreement”) we entered into with Albertsons on October 13, 2022. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to us, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, we notified Albertsons that we have no obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. For additional information about the termination of the Merger Agreement, see Note 18 to the Consolidated Financial Statements.​●On October 4, 2024, we completed the sale of our Kroger Specialty Pharmacy business to Elevance Health for $464 million. In 2024, we recognized a gain on sale for $79 million, $91 million net of tax, which includes the reduction to income tax expense of $31 million related to recognizing deferred tax assets for the divested entity. Kroger Specialty Pharmacy had sales of $2.0 billion in 2024 and $3.2 billion in 2023. Kroger Specialty Pharmacy was a low margin business. As a result, the sale of the business increased both our gross margin and operating, general and administrative costs as a rate of sales. It had no material effect on operating profit.​●On August 20, 2024, we issued $10.5 billion of senior notes to pay a portion of the cash consideration for the proposed merger and for general corporate purposes. In connection with the termination of the Merger Agreement, we redeemed $4.7 billion of the senior notes that included a special mandatory redemption feature on December 18, 2024. For additional information about the issuance and redemption of these senior notes, see Note 5 and Note 18 to the Consolidated Financial Statements.​OUR BUSINESS​The Kroger Co. (the “Company” or “Kroger”) was founded in 1883 and incorporated in 1902. Our Company is built on the foundation of our retail grocery business, which includes the added convenience of our retail pharmacies and fuel centers. Our strategy is focused on growing customer loyalty by delivering great value and convenience, and investing in four strategic pillars: Fresh, Our Brands, Data & Personalization and Seamless. ​We also utilize the data and traffic generated by our retail business to deliver incremental value and services for our customers that generate alternative profit streams. These alternative profit streams would not exist without our core retail business. ​ Significant Events ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "OUR VALUE CREATION MODEL – DELIVERING CONSISTENT AND ATTRACTIVE TOTAL SHAREHOLDER RETURN", "prior_title": "2024 EXECUTIVE SUMMARY", "similarity_score": 0.514, "confidence": "low", "key_changes": [ "Reworded sentence: \"​ Kroger’s proven value creation model is allowing us to deliver today and invest for the future.\"" ], "current_body": "​ 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 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 retail media. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​ We are focused on our top priorities 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 various ways to generate net earnings growth. ​ We believe this will be achieved by: ​ ​ ​ 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 returning to 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. ​ 24 24 24 2025 EXECUTIVE SUMMARY ​We achieved strong results in 2025, driven by continued performance in eCommerce and pharmacy along with momentum in Fresh and Our Brands. We saw underlying improvements in market share trends and solid sales growth that reflect meaningful progress and demonstrate the strengthening of the business. Food volumes improved, and grocery sales were a larger percentage of our sales mix, leading to the final period of the quarter resulting in positive share gains. Through continued price investments, disciplined cost management, and improved store execution, we maintained our competitive position against our major competitors. ​We will continue to simplify our business and improve our cost structure to redeploy those savings into areas that drive growth. Our refreshed hybrid fulfillment model and ongoing reviews of non-core assets enable us to better allocate resources to core priorities and to reinvest savings into areas that drive growth and support lower prices for customers. We have accelerated new store investment and are leveraging our stores and delivery partners to support our presence in key markets. Additionally, we invested in service and labor hours to ensure that our stores are well-staffed, and we remain focused on equipping our associates with the tools, technology, data, and support needed to serve customers well. Collectively, these actions support faster and more efficient execution of our strategies, positioning us to continue delivering value for both our customers and to generate attractive and sustainable returns for shareholders. ​The following table provides highlights of our financial performance:​Financial Performance Data($ in millions, except per share amounts)​​​​​​​​​​​​​​​​​January 31, ​ ​Percentage ​ ​February 1,​​​2026​Change​2025​Sales(1)​$ 147,642​ 0.4% $ 147,123​Sales without fuel(1)​$ 134,058​ 1.4% $ 132,150​Identical sales excluding fuel and Adjusted Items(2)​​ 2.9% N/A​​ 1.5%FIFO gross margin, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps increase(1)​​ 0.44​N/A​​ 0.32​OG&A rate, excluding fuel and Adjusted Items, bps increase(1)​​ 0.29​N/A​​ 0.31​Operating profit(1)​$ 1,890​ (50.9)% $ 3,849​Adjusted FIFO operating profit(1)​$ 4,905​ 4.9% $ 4,674​Net earnings attributable to The Kroger Co. ​$ 1,016​ (61.9)% $ 2,665​Adjusted net earnings attributable to The Kroger Co.​$ 3,199​ (1.4)% $ 3,246​Net earnings attributable to The Kroger Co. per diluted common share​$ 1.54​ (58.0)% $ 3.67​Adjusted net earnings attributable to The Kroger Co. per diluted common share​$ 4.85​ 8.5% $ 4.47​Dividends paid​$ 885​ 0.2% $ 883​Dividends paid per common share​$ 1.34​ 9.8% $ 1.22​Share repurchases(3)​$ 3,383​N/A​$ 4,194​(Decrease) increase in total debt, including obligations under finance leases compared to prior fiscal year end​$ (339)​N/A​$ 5,679​​(1)Total sales in 2024 includes $2,021 of Kroger Specialty Pharmacy sales. In 2025, the sale of Kroger Specialty Pharmacy had a positive effect on the FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and Adjusted Items, as defined below, and a negative effect on the OG&A rate, excluding fuel and the 2025 and 2024 Adjusted Items, as defined below. It had no material effect on operating profit.(2)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.(3)The share repurchases include excise tax related to the shares repurchased, the final delivery under the ASR agreement that occurred during the third quarter of 2025 (see Note 13 to the Consolidated Financial Statements), the 1999 Repurchase Program and the resumed open market repurchases in 2025 under the December 2024 Repurchase Program. The 1999 Repurchase Program and the December 2024 Repurchase Program are defined in the “Common Share Repurchase Programs” section below.​25 2025 EXECUTIVE SUMMARY ​We achieved strong results in 2025, driven by continued performance in eCommerce and pharmacy along with momentum in Fresh and Our Brands. We saw underlying improvements in market share trends and solid sales growth that reflect meaningful progress and demonstrate the strengthening of the business. Food volumes improved, and grocery sales were a larger percentage of our sales mix, leading to the final period of the quarter resulting in positive share gains. Through continued price investments, disciplined cost management, and improved store execution, we maintained our competitive position against our major competitors. ​We will continue to simplify our business and improve our cost structure to redeploy those savings into areas that drive growth. Our refreshed hybrid fulfillment model and ongoing reviews of non-core assets enable us to better allocate resources to core priorities and to reinvest savings into areas that drive growth and support lower prices for customers. We have accelerated new store investment and are leveraging our stores and delivery partners to support our presence in key markets. Additionally, we invested in service and labor hours to ensure that our stores are well-staffed, and we remain focused on equipping our associates with the tools, technology, data, and support needed to serve customers well. Collectively, these actions support faster and more efficient execution of our strategies, positioning us to continue delivering value for both our customers and to generate attractive and sustainable returns for shareholders. ​The following table provides highlights of our financial performance:​Financial Performance Data($ in millions, except per share amounts)​​​​​​​​​​​​​​​​​January 31, ​ ​Percentage ​ ​February 1,​​​2026​Change​2025​Sales(1)​$ 147,642​ 0.4% $ 147,123​Sales without fuel(1)​$ 134,058​ 1.4% $ 132,150​Identical sales excluding fuel and Adjusted Items(2)​​ 2.9% N/A​​ 1.5%FIFO gross margin, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps increase(1)​​ 0.44​N/A​​ 0.32​OG&A rate, excluding fuel and Adjusted Items, bps increase(1)​​ 0.29​N/A​​ 0.31​Operating profit(1)​$ 1,890​ (50.9)% $ 3,849​Adjusted FIFO operating profit(1)​$ 4,905​ 4.9% $ 4,674​Net earnings attributable to The Kroger Co. ​$ 1,016​ (61.9)% $ 2,665​Adjusted net earnings attributable to The Kroger Co.​$ 3,199​ (1.4)% $ 3,246​Net earnings attributable to The Kroger Co. per diluted common share​$ 1.54​ (58.0)% $ 3.67​Adjusted net earnings attributable to The Kroger Co. per diluted common share​$ 4.85​ 8.5% $ 4.47​Dividends paid​$ 885​ 0.2% $ 883​Dividends paid per common share​$ 1.34​ 9.8% $ 1.22​Share repurchases(3)​$ 3,383​N/A​$ 4,194​(Decrease) increase in total debt, including obligations under finance leases compared to prior fiscal year end​$ (339)​N/A​$ 5,679​​(1)Total sales in 2024 includes $2,021 of Kroger Specialty Pharmacy sales. In 2025, the sale of Kroger Specialty Pharmacy had a positive effect on the FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and Adjusted Items, as defined below, and a negative effect on the OG&A rate, excluding fuel and the 2025 and 2024 Adjusted Items, as defined below. It had no material effect on operating profit.(2)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.(3)The share repurchases include excise tax related to the shares repurchased, the final delivery under the ASR agreement that occurred during the third quarter of 2025 (see Note 13 to the Consolidated Financial Statements), the 1999 Repurchase Program and the resumed open market repurchases in 2025 under the December 2024 Repurchase Program. The 1999 Repurchase Program and the December 2024 Repurchase Program are defined in the “Common Share Repurchase Programs” section below.​", "prior_body": "​ We achieved solid results in 2024 led by our pharmacy and digital performance, which demonstrates the strength and diversity of our value creation model. We helped customers save in multiple ways through fresh affordable products and promotions including loyalty discounts, personalized offers, fuel rewards and Our Brands products. By delivering a differentiated customer experience through our focus areas of Fresh, Our Brands, Personalization and Seamless, our go-to-market strategy positioned us well to meet our customers’ needs, growing households and enhancing loyalty, growing sales and generating traffic, which in turn accelerated growth opportunities in our alternative profit businesses and drove greater efficiency. ​ We will continue to improve our customer experience and increase our investments in major storing projects to drive traffic and increase volumes because they power our value creation model and are critical to our long-term success. We also remain focused on associate retention by investing in our associates, through enhanced wages and benefits and improved training and career development opportunities. In 2024, we increased associate wages resulting in an average hourly rate of more than $19, and a rate of more than $25 with comprehensive benefits factored in, which is a 38% increase in rate in the last seven years. This positions us well to generate attractive and sustainable returns for shareholders. ​ 25 25 25 The following table provides highlights of our financial performance:​Financial Performance Data($ in millions, except per share amounts)​​​​​​​​​​​​​​​​​​February 1, Percentage February 3,​​​2025​Change​2024​Sales(1)​$ 147,123​ (1.9)% $ 150,039​Sales without fuel and the Extra Week(1)​$ 132,150​ 0.9% $ 130,988​Identical sales excluding fuel​​ 1.5% N/A​​ 0.9%FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week, bps increase(1)​​ 0.32​N/A​​ 0.18​OG&A rate, excluding fuel, Adjusted Items and the Extra Week, bps increase(1)​​ 0.31​N/A​​ 0.21​Operating profit(1)​$ 3,849​ 24.3% $ 3,096​Adjusted FIFO operating profit excluding the Extra Week(1)​$ 4,674​ (2.6)% $ 4,799​Net earnings attributable to The Kroger Co. ​$ 2,665​ 23.2% $ 2,164​Adjusted net earnings attributable to The Kroger Co. excluding the Extra Week​$ 3,246​ (2.7)% $ 3,335​Net earnings attributable to The Kroger Co. per diluted common share​$ 3.67​ 24.0% $ 2.96​Adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the Extra Week​$ 4.47​ (2.0)% $ 4.56​Dividends paid​$ 883​ 10.9% $ 796​Dividends paid per common share​$ 1.22​ 10.9% $ 1.10​Share repurchases(2)​$ 4,194​N/A​$ 62​Increase (decrease) in total debt, including obligations under finance leases compared to prior fiscal year end(3)​$ 5,679​N/A​$ (1,152)​(1)Total sales in 2024 includes $2,021 of Kroger Specialty Pharmacy sales. Total sales in 2023 includes $3,193 of Kroger Specialty Pharmacy sales. In 2024, the sale of Kroger Specialty Pharmacy had a positive effect on the FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week and a negative effect on the OG&A rate, excluding fuel, the Extra Week and the 2024 and 2023 Adjusted Items, as defined below. It had no material effect on operating profit. (2)The $4,194 share repurchases included 68.4 million Kroger common shares, at an average price of $61.31 per share, which includes excise tax related to the shares repurchased. See Note 13 to the Consolidated Financial Statements.(3)The increase of $5,679 in total debt was primarily due to issuing $10,500 of senior notes to pay a portion of the cash consideration for the proposed merger with Albertsons and for general corporate purposes offset by the mandatory redemption of $4,700 of senior notes following the termination of the merger. After the termination of the proposed merger, these funds were primarily used to fund the $5,000 ASR program to be completed under our December 2024 Repurchase Program. For additional information about the senior notes and ASR program, see Note 5, Note 13 and Note 18 to the Consolidated Financial Statements.​26 The following table provides highlights of our financial performance:​Financial Performance Data($ in millions, except per share amounts)​​​​​​​​​​​​​​​​​​February 1, Percentage February 3,​​​2025​Change​2024​Sales(1)​$ 147,123​ (1.9)% $ 150,039​Sales without fuel and the Extra Week(1)​$ 132,150​ 0.9% $ 130,988​Identical sales excluding fuel​​ 1.5% N/A​​ 0.9%FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week, bps increase(1)​​ 0.32​N/A​​ 0.18​OG&A rate, excluding fuel, Adjusted Items and the Extra Week, bps increase(1)​​ 0.31​N/A​​ 0.21​Operating profit(1)​$ 3,849​ 24.3% $ 3,096​Adjusted FIFO operating profit excluding the Extra Week(1)​$ 4,674​ (2.6)% $ 4,799​Net earnings attributable to The Kroger Co. ​$ 2,665​ 23.2% $ 2,164​Adjusted net earnings attributable to The Kroger Co. excluding the Extra Week​$ 3,246​ (2.7)% $ 3,335​Net earnings attributable to The Kroger Co. per diluted common share​$ 3.67​ 24.0% $ 2.96​Adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the Extra Week​$ 4.47​ (2.0)% $ 4.56​Dividends paid​$ 883​ 10.9% $ 796​Dividends paid per common share​$ 1.22​ 10.9% $ 1.10​Share repurchases(2)​$ 4,194​N/A​$ 62​Increase (decrease) in total debt, including obligations under finance leases compared to prior fiscal year end(3)​$ 5,679​N/A​$ (1,152)​(1)Total sales in 2024 includes $2,021 of Kroger Specialty Pharmacy sales. Total sales in 2023 includes $3,193 of Kroger Specialty Pharmacy sales. In 2024, the sale of Kroger Specialty Pharmacy had a positive effect on the FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week and a negative effect on the OG&A rate, excluding fuel, the Extra Week and the 2024 and 2023 Adjusted Items, as defined below. It had no material effect on operating profit. (2)The $4,194 share repurchases included 68.4 million Kroger common shares, at an average price of $61.31 per share, which includes excise tax related to the shares repurchased. See Note 13 to the Consolidated Financial Statements.(3)The increase of $5,679 in total debt was primarily due to issuing $10,500 of senior notes to pay a portion of the cash consideration for the proposed merger with Albertsons and for general corporate purposes offset by the mandatory redemption of $4,700 of senior notes following the termination of the merger. After the termination of the proposed merger, these funds were primarily used to fund the $5,000 ASR program to be completed under our December 2024 Repurchase Program. For additional information about the senior notes and ASR program, see Note 5, Note 13 and Note 18 to the Consolidated Financial Statements.​ The following table provides highlights of our financial performance:​Financial Performance Data($ in millions, except per share amounts)​​​​​​​​​​​​​​​​​​February 1, Percentage February 3,​​​2025​Change​2024​Sales(1)​$ 147,123​ (1.9)% $ 150,039​Sales without fuel and the Extra Week(1)​$ 132,150​ 0.9% $ 130,988​Identical sales excluding fuel​​ 1.5% N/A​​ 0.9%FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week, bps increase(1)​​ 0.32​N/A​​ 0.18​OG&A rate, excluding fuel, Adjusted Items and the Extra Week, bps increase(1)​​ 0.31​N/A​​ 0.21​Operating profit(1)​$ 3,849​ 24.3% $ 3,096​Adjusted FIFO operating profit excluding the Extra Week(1)​$ 4,674​ (2.6)% $ 4,799​Net earnings attributable to The Kroger Co. ​$ 2,665​ 23.2% $ 2,164​Adjusted net earnings attributable to The Kroger Co. excluding the Extra Week​$ 3,246​ (2.7)% $ 3,335​Net earnings attributable to The Kroger Co. per diluted common share​$ 3.67​ 24.0% $ 2.96​Adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the Extra Week​$ 4.47​ (2.0)% $ 4.56​Dividends paid​$ 883​ 10.9% $ 796​Dividends paid per common share​$ 1.22​ 10.9% $ 1.10​Share repurchases(2)​$ 4,194​N/A​$ 62​Increase (decrease) in total debt, including obligations under finance leases compared to prior fiscal year end(3)​$ 5,679​N/A​$ (1,152)​(1)Total sales in 2024 includes $2,021 of Kroger Specialty Pharmacy sales. Total sales in 2023 includes $3,193 of Kroger Specialty Pharmacy sales. In 2024, the sale of Kroger Specialty Pharmacy had a positive effect on the FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week and a negative effect on the OG&A rate, excluding fuel, the Extra Week and the 2024 and 2023 Adjusted Items, as defined below. It had no material effect on operating profit. (2)The $4,194 share repurchases included 68.4 million Kroger common shares, at an average price of $61.31 per share, which includes excise tax related to the shares repurchased. See Note 13 to the Consolidated Financial Statements.(3)The increase of $5,679 in total debt was primarily due to issuing $10,500 of senior notes to pay a portion of the cash consideration for the proposed merger with Albertsons and for general corporate purposes offset by the mandatory redemption of $4,700 of senior notes following the termination of the merger. After the termination of the proposed merger, these funds were primarily used to fund the $5,000 ASR program to be completed under our December 2024 Repurchase Program. For additional information about the senior notes and ASR program, see Note 5, Note 13 and Note 18 to the Consolidated Financial Statements.​ The following table provides highlights of our financial performance: ​" }, { "status": "UNCHANGED", "current_title": "Report of Independent Registered Public Accounting Firm", "prior_title": "Report of Independent Registered Public Accounting Firm", "current_body": "To the Board of Directors and Shareholders of The Kroger Co." }, { "status": "UNCHANGED", "current_title": "CLIMATE IMPACT", "prior_title": "CLIMATE IMPACT", "current_body": "​ The long-term effects of global climate change present both physical risks, such as extreme weather conditions or rising sea levels, and transition risks, such as regulatory or technology changes, which are expected to be widespread and unpredictable. These changes could over time affect, for example, the availability and cost of products, commodities and energy including utilities, which in turn may affect our ability to procure goods or services required for the operation of our business at the quantities and levels we require. In addition, many of our operations and facilities are in locations that may be affected by the physical risks of climate change, and we face the risk of losses incurred as a result of physical damage to stores, distribution or fulfillment centers, loss or spoilage of inventory and business interruption caused by such events. We also use natural gas, diesel fuel, gasoline and electricity in our operations, all of which could face increased regulation and cost increases as a result of climate change or other environmental concerns. Transitioning to alternative energy sources, such as renewable electricity or electric vehicles, and investments in new technologies, could incur higher costs. Regulations limiting greenhouse gas emissions and energy inputs may also increase in the future, which may increase our costs associated with compliance, tracking, reporting, and sourcing. These events and their effects could otherwise disrupt and adversely affect our operations and could have an adverse effect on our financial condition, results of operations or cash flows. ​" }, { "status": "UNCHANGED", "current_title": "Accumulated", "prior_title": "Accumulated", "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Definition and Limitations of Internal Control over Financial Reporting", "prior_title": "Definition and Limitations of Internal Control over Financial Reporting", "current_body": "A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate." }, { "status": "UNCHANGED", "current_title": "Financial Performance Data", "prior_title": "Financial Performance Data", "current_body": "($ in millions, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "ISSUER PURCHASES OF EQUITY SECURITIES", "prior_title": "ISSUER PURCHASES OF EQUITY SECURITIES", "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS", "prior_title": "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS", "current_body": "​ All amounts in the Notes to Consolidated Financial Statements are in millions except per share amounts. ​ 1." }, { "status": "UNCHANGED", "current_title": "CONSOLIDATED BALANCE SHEETS", "prior_title": "CONSOLIDATED BALANCE SHEETS", "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Expected Year of Maturity", "prior_title": "Expected Year of Maturity", "current_body": "​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ Thereafter ​ ​ ​ Total ​ ​ ​ Fair Value ​ ​" }, { "status": "UNCHANGED", "current_title": "PERFORMANCE GRAPH", "prior_title": "PERFORMANCE GRAPH", "current_body": "​ Set forth below is a line graph comparing the five-year cumulative total shareholder return on our common shares, based on the market price of the common shares and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s 500 Stock Index and a peer group composed of food and drug companies. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Base ​" }, { "status": "UNCHANGED", "current_title": "INDEBTEDNESS", "prior_title": "INDEBTEDNESS", "current_body": "​ Our indebtedness could reduce our ability to obtain additional financing for working capital, mergers and acquisitions or other purposes and could make us vulnerable to future economic downturns as well as competitive pressures. If debt markets do not permit us to refinance certain maturing debt, we may be required to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness. Changes in our credit ratings, or in the interest rate environment, could have an adverse effect on our financing costs and structure. ​" }, { "status": "UNCHANGED", "current_title": "SUPPLY CHAIN", "prior_title": "SUPPLY CHAIN", "current_body": "​ Disruption in our global supply chain could negatively affect our business. The products we sell are sourced from a wide variety of domestic and international vendors, and any future disruption in our supply chain or inability to find qualified vendors and access products that meet requisite quality and safety standards in a timely and efficient manner could adversely affect our business. The loss or disruption of such supply arrangements for any reason, labor disputes, loss or impairment of key manufacturing sites, acts of war or terrorism, disruptive global political events, quality control issues, a supplier’s financial distress, natural disasters or health crises, regulatory actions or ethical sourcing issues, trade sanctions, tariffs or other external factors over which we have no control, could interrupt product supply and, if not effectively managed and remedied, have an adverse effect on our business, financial condition, results of operations or cash flows. ​ ITEM 1B." }, { "status": "UNCHANGED", "current_title": "PAYMENT SYSTEMS", "prior_title": "PAYMENT SYSTEMS", "current_body": "​ We accept payments using a variety of methods, including cash and checks, select credit and debit cards, and Kroger Pay, a mobile payment solution. As we offer new payment options to our customers, we may be subject to additional rules, regulations, compliance requirements, and higher fraud losses. For certain payment methods, we pay interchange and other related acceptance fees, along with additional transaction processing fees. We rely on third parties to provide payment transaction processing services for credit and debit cards. It could disrupt our business if these companies become unwilling or unable to provide these services to us, including due to short-term disruption of service. We are also subject to evolving payment card association and network operating rules, including data security rules, certification requirements and rules governing electronic funds transfers. For example, we are subject to Payment Card Industry Data Security Standards, which contain compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and transmission of individual cardholder data. If our payment card terminals or internal systems are breached or compromised, we may be liable for card re-issuance costs and other costs, subject to fines and higher transaction fees, and lose our ability to accept card payments from our members, or if our third-party service providers’ systems are breached or compromised, our business, financial condition, results of operations or cash flows could be adversely affected. ​" }, { "status": "UNCHANGED", "current_title": "WEATHER, NATURAL DISASTERS AND OTHER EVENTS", "prior_title": "WEATHER, NATURAL DISASTERS AND OTHER EVENTS", "current_body": "​ A large number of our stores, distribution facilities and fulfillment centers are geographically located in areas that are susceptible to hurricanes, tornadoes, floods, droughts, wildfires, ice and snow storms, and earthquakes. Weather conditions and natural disasters have, and may again in the future, disrupt our operations at one or more of our facilities, interrupt the delivery of products to our stores, substantially increase the cost of products, including supplies and materials, and substantially increase the cost of energy needed to operate our facilities or deliver products to our facilities. Moreover, the effects of climate change, including those associated with extreme weather events, may affect our ability to procure needed commodities at costs and in quantities that are optimal for us or at all. Adverse weather or natural disasters and other matters that could reduce consumer spending, could materially affect our financial condition, results of operations or cash flows. ​ 17 17 17 CLIMATE IMPACT​The long-term effects of global climate change present both physical risks, such as extreme weather conditions or rising sea levels, and transition risks, such as regulatory or technology changes, which are expected to be widespread and unpredictable. These changes could over time affect, for example, the availability and cost of products, commodities and energy including utilities, which in turn may affect our ability to procure goods or services required for the operation of our business at the quantities and levels we require. In addition, many of our operations and facilities are in locations that may be affected by the physical risks of climate change, and we face the risk of losses incurred as a result of physical damage to stores, distribution or fulfillment centers, loss or spoilage of inventory and business interruption caused by such events. We also use natural gas, diesel fuel, gasoline and electricity in our operations, all of which could face increased regulation and cost increases as a result of climate change or other environmental concerns. Transitioning to alternative energy sources, such as renewable electricity or electric vehicles, and investments in new technologies, could incur higher costs. Regulations limiting greenhouse gas emissions and energy inputs may also increase in the future, which may increase our costs associated with compliance, tracking, reporting, and sourcing. These events and their effects could otherwise disrupt and adversely affect our operations and could have an adverse effect on our financial condition, results of operations or cash flows.​SUPPLY CHAIN​Disruption in our global supply chain could negatively affect our business. The products we sell are sourced from a wide variety of domestic and international vendors, and any future disruption in our supply chain or inability to find qualified vendors and access products that meet requisite quality and safety standards in a timely and efficient manner could adversely affect our business. The loss or disruption of such supply arrangements for any reason, labor disputes, loss or impairment of key manufacturing sites, acts of war or terrorism, disruptive global political events, quality control issues, a supplier’s financial distress, natural disasters or health crises, regulatory actions or ethical sourcing issues, trade sanctions, tariffs or other external factors over which we have no control, could interrupt product supply and, if not effectively managed and remedied, have an adverse effect on our business, financial condition, results of operations or cash flows.​ITEM 1B.UNRESOLVED STAFF COMMENTS.​None.​ITEM 1C.CYBERSECURITY.​RISK MANAGEMENT AND STRATEGY​Securing Kroger’s business information, intellectual property, customer and employee data and technology systems is essential for the continuity of our businesses, meeting applicable regulatory requirements and maintaining the trust of our stakeholders. We have adopted enterprise cybersecurity risk mitigation and governance processes, which are set forth in the Kroger Cybersecurity Risk Management (“CRM”) program, the Kroger Third-Party Cybersecurity Risk Management (“TPCRM”) program and the Kroger Cyber Incident Response Plan (“IR Plan”). Our approach is guided by the principles of the CRM program, which includes monitoring threats and vulnerabilities and assessing and monitoring related controls, supporting the Corporate Information Security function, the Chief Information Security Officer (“CISO”) and Chief Digital Officer (“CDO”). Kroger’s cybersecurity policies, standards, processes, and practices are integrated into our overarching risk management system in an effort to enhance our ability to safeguard our operations and information, which includes quarterly cybersecurity reporting to the Board, delivered by senior leadership.​18 CLIMATE IMPACT​The long-term effects of global climate change present both physical risks, such as extreme weather conditions or rising sea levels, and transition risks, such as regulatory or technology changes, which are expected to be widespread and unpredictable. These changes could over time affect, for example, the availability and cost of products, commodities and energy including utilities, which in turn may affect our ability to procure goods or services required for the operation of our business at the quantities and levels we require. In addition, many of our operations and facilities are in locations that may be affected by the physical risks of climate change, and we face the risk of losses incurred as a result of physical damage to stores, distribution or fulfillment centers, loss or spoilage of inventory and business interruption caused by such events. We also use natural gas, diesel fuel, gasoline and electricity in our operations, all of which could face increased regulation and cost increases as a result of climate change or other environmental concerns. Transitioning to alternative energy sources, such as renewable electricity or electric vehicles, and investments in new technologies, could incur higher costs. Regulations limiting greenhouse gas emissions and energy inputs may also increase in the future, which may increase our costs associated with compliance, tracking, reporting, and sourcing. These events and their effects could otherwise disrupt and adversely affect our operations and could have an adverse effect on our financial condition, results of operations or cash flows.​SUPPLY CHAIN​Disruption in our global supply chain could negatively affect our business. The products we sell are sourced from a wide variety of domestic and international vendors, and any future disruption in our supply chain or inability to find qualified vendors and access products that meet requisite quality and safety standards in a timely and efficient manner could adversely affect our business. The loss or disruption of such supply arrangements for any reason, labor disputes, loss or impairment of key manufacturing sites, acts of war or terrorism, disruptive global political events, quality control issues, a supplier’s financial distress, natural disasters or health crises, regulatory actions or ethical sourcing issues, trade sanctions, tariffs or other external factors over which we have no control, could interrupt product supply and, if not effectively managed and remedied, have an adverse effect on our business, financial condition, results of operations or cash flows.​ITEM 1B.UNRESOLVED STAFF COMMENTS.​None.​ITEM 1C.CYBERSECURITY.​RISK MANAGEMENT AND STRATEGY​Securing Kroger’s business information, intellectual property, customer and employee data and technology systems is essential for the continuity of our businesses, meeting applicable regulatory requirements and maintaining the trust of our stakeholders. We have adopted enterprise cybersecurity risk mitigation and governance processes, which are set forth in the Kroger Cybersecurity Risk Management (“CRM”) program, the Kroger Third-Party Cybersecurity Risk Management (“TPCRM”) program and the Kroger Cyber Incident Response Plan (“IR Plan”). Our approach is guided by the principles of the CRM program, which includes monitoring threats and vulnerabilities and assessing and monitoring related controls, supporting the Corporate Information Security function, the Chief Information Security Officer (“CISO”) and Chief Digital Officer (“CDO”). Kroger’s cybersecurity policies, standards, processes, and practices are integrated into our overarching risk management system in an effort to enhance our ability to safeguard our operations and information, which includes quarterly cybersecurity reporting to the Board, delivered by senior leadership.​" }, { "status": "UNCHANGED", "current_title": "INTEGRATION OF NEW BUSINESS AND STRATEGIC ALLIANCES", "prior_title": "INTEGRATION OF NEW BUSINESS AND STRATEGIC ALLIANCES", "current_body": "​ We enter into mergers, acquisitions and strategic alliances with expected benefits including, among other things, operating efficiencies, procurement savings, innovation and sharing of best practices, that may allow for future growth. Achieving the anticipated or desired benefits may be subject to a number of significant challenges and uncertainties, including, without limitation, whether unique corporate cultures will work collaboratively in an efficient and effective manner, the coordination of geographically separate organizations, the possibility of imprecise assumptions underlying expectations regarding potential synergies, capital requirements, the integration process (including the integration of internal controls into our business operations), unforeseen expenses and delays and competitive factors in the marketplace. We could also encounter unforeseen transaction and integration-related costs or other circumstances such as unforeseen liabilities or other issues. Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased synergies and the diversion of management time and attention. If we are unable to achieve our objectives within the anticipated time frame, or at all, the expected benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on our business, financial condition, results of operations or cash flows. ​ FUEL ​ We sell a significant amount of fuel in our 1,731 fuel centers, which could face increased regulation, including due to climate change or other environmental concerns, and demand could be affected by concerns about the effect of emissions on the environment, as well as retail price increases. We are unable to predict future regulations, environmental effects, political unrest, acts of war or terrorism, disruptions to the economy, including but not limited to pandemics and other health crises, geopolitical conflicts, tariffs and other matters that affect the cost and availability of fuel, and how our customers will react to such factors, which could adversely affect our financial condition, results of operations or cash flows. ​ 16 16 16 ECONOMIC CONDITIONS​Our operating results could be materially affected by changes in overall economic conditions and other economic factors that affect consumer confidence and spending, including discretionary spending. Future economic conditions affecting disposable consumer income such as employment levels, business conditions, overall economic slowdown or recession, changes in housing market conditions, changes in government benefits such as SNAP/EBT, student loan relief, or child care credits, the availability of credit, interest rates, inflation, disinflation or deflation, tax rates, tariffs and other matters could reduce consumer spending. Inflation could materially affect our operating results through increases to our cost of goods, supply chain costs and labor costs. In addition, the economic factors listed above, or any other economic factors or circumstances, including those resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, can increase our merchandise costs and operating, general and administrative expenses and otherwise adversely affect our financial condition, results of operations or cash flows. Increased fuel prices also have an effect on consumer spending and on our costs of producing and procuring products that we sell. A deterioration in overall economic conditions, including uncertainty caused by inflation rate volatility, could adversely affect our business in many ways, including reducing sales and gross margins. Geopolitical and catastrophic events, such as wars and conflicts, civil unrest, acts of terrorism or other acts of violence, could materially affect our results, including several occurrences which have taken place at our locations, including active shooter situations, the loss of merchandise as a result of shrink or industry-wide theft and organized retail crime, pandemics or other health crises, and other matters that may reduce consumer spending, could materially affect our financial condition, results of operations or cash flows. We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit and are therefore reliant on banks and other financial institutions to safeguard and allow ready access to these assets. If banks or financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened. We are unable to predict how the global economy and financial markets will perform or their volatility. If the global economy and financial markets do not perform as we expect, it could adversely affect our business, financial condition, results of operations or cash flows.​Our operating results could be adversely affected by any future disease outbreak, including pandemics, epidemics, or similar widespread health concerns. We cannot predict with certainty the extent that our operations may be affected by any effects of the foregoing on us or on our customers, suppliers, vendors, and other business partners, and each of their financial conditions; however, any adverse effect on these parties could materially and adversely affect us. To the extent that any health crisis affects the U.S. and global economy and our business, it may also heighten other risks described in this section, including but not limited to those related to consumer behavior and expectations, competition, implementation of strategic initiatives, cybersecurity threats, payment-related risks, supply chain disruptions, labor availability and cost, litigation and operational risk as a result of regulatory requirements.​WEATHER, NATURAL DISASTERS AND OTHER EVENTS​A large number of our stores, distribution facilities and fulfillment centers are geographically located in areas that are susceptible to hurricanes, tornadoes, floods, droughts, wildfires, ice and snow storms, and earthquakes. Weather conditions and natural disasters have, and may again in the future, disrupt our operations at one or more of our facilities, interrupt the delivery of products to our stores, substantially increase the cost of products, including supplies and materials, and substantially increase the cost of energy needed to operate our facilities or deliver products to our facilities. Moreover, the effects of climate change, including those associated with extreme weather events, may affect our ability to procure needed commodities at costs and in quantities that are optimal for us or at all. Adverse weather or natural disasters and other matters that could reduce consumer spending, could materially affect our financial condition, results of operations or cash flows.​17 ECONOMIC CONDITIONS​Our operating results could be materially affected by changes in overall economic conditions and other economic factors that affect consumer confidence and spending, including discretionary spending. Future economic conditions affecting disposable consumer income such as employment levels, business conditions, overall economic slowdown or recession, changes in housing market conditions, changes in government benefits such as SNAP/EBT, student loan relief, or child care credits, the availability of credit, interest rates, inflation, disinflation or deflation, tax rates, tariffs and other matters could reduce consumer spending. Inflation could materially affect our operating results through increases to our cost of goods, supply chain costs and labor costs. In addition, the economic factors listed above, or any other economic factors or circumstances, including those resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, can increase our merchandise costs and operating, general and administrative expenses and otherwise adversely affect our financial condition, results of operations or cash flows. Increased fuel prices also have an effect on consumer spending and on our costs of producing and procuring products that we sell. A deterioration in overall economic conditions, including uncertainty caused by inflation rate volatility, could adversely affect our business in many ways, including reducing sales and gross margins. Geopolitical and catastrophic events, such as wars and conflicts, civil unrest, acts of terrorism or other acts of violence, could materially affect our results, including several occurrences which have taken place at our locations, including active shooter situations, the loss of merchandise as a result of shrink or industry-wide theft and organized retail crime, pandemics or other health crises, and other matters that may reduce consumer spending, could materially affect our financial condition, results of operations or cash flows. We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit and are therefore reliant on banks and other financial institutions to safeguard and allow ready access to these assets. If banks or financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened. We are unable to predict how the global economy and financial markets will perform or their volatility. If the global economy and financial markets do not perform as we expect, it could adversely affect our business, financial condition, results of operations or cash flows.​Our operating results could be adversely affected by any future disease outbreak, including pandemics, epidemics, or similar widespread health concerns. We cannot predict with certainty the extent that our operations may be affected by any effects of the foregoing on us or on our customers, suppliers, vendors, and other business partners, and each of their financial conditions; however, any adverse effect on these parties could materially and adversely affect us. To the extent that any health crisis affects the U.S. and global economy and our business, it may also heighten other risks described in this section, including but not limited to those related to consumer behavior and expectations, competition, implementation of strategic initiatives, cybersecurity threats, payment-related risks, supply chain disruptions, labor availability and cost, litigation and operational risk as a result of regulatory requirements.​WEATHER, NATURAL DISASTERS AND OTHER EVENTS​A large number of our stores, distribution facilities and fulfillment centers are geographically located in areas that are susceptible to hurricanes, tornadoes, floods, droughts, wildfires, ice and snow storms, and earthquakes. Weather conditions and natural disasters have, and may again in the future, disrupt our operations at one or more of our facilities, interrupt the delivery of products to our stores, substantially increase the cost of products, including supplies and materials, and substantially increase the cost of energy needed to operate our facilities or deliver products to our facilities. Moreover, the effects of climate change, including those associated with extreme weather events, may affect our ability to procure needed commodities at costs and in quantities that are optimal for us or at all. Adverse weather or natural disasters and other matters that could reduce consumer spending, could materially affect our financial condition, results of operations or cash flows.​" }, { "status": "UNCHANGED", "current_title": "ECONOMIC CONDITIONS", "prior_title": "ECONOMIC CONDITIONS", "current_body": "​ Our operating results could be materially affected by changes in overall economic conditions and other economic factors that affect consumer confidence and spending, including discretionary spending. Future economic conditions affecting disposable consumer income such as employment levels, business conditions, overall economic slowdown or recession, changes in housing market conditions, changes in government benefits such as SNAP/EBT, student loan relief, or child care credits, the availability of credit, interest rates, inflation, disinflation or deflation, tax rates, tariffs and other matters could reduce consumer spending. Inflation could materially affect our operating results through increases to our cost of goods, supply chain costs and labor costs. In addition, the economic factors listed above, or any other economic factors or circumstances, including those resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, can increase our merchandise costs and operating, general and administrative expenses and otherwise adversely affect our financial condition, results of operations or cash flows. Increased fuel prices also have an effect on consumer spending and on our costs of producing and procuring products that we sell. A deterioration in overall economic conditions, including uncertainty caused by inflation rate volatility, could adversely affect our business in many ways, including reducing sales and gross margins. Geopolitical and catastrophic events, such as wars and conflicts, civil unrest, acts of terrorism or other acts of violence, could materially affect our results, including several occurrences which have taken place at our locations, including active shooter situations, the loss of merchandise as a result of shrink or industry-wide theft and organized retail crime, pandemics or other health crises, and other matters that may reduce consumer spending, could materially affect our financial condition, results of operations or cash flows. We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit and are therefore reliant on banks and other financial institutions to safeguard and allow ready access to these assets. If banks or financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened. We are unable to predict how the global economy and financial markets will perform or their volatility. If the global economy and financial markets do not perform as we expect, it could adversely affect our business, financial condition, results of operations or cash flows. ​ Our operating results could be adversely affected by any future disease outbreak, including pandemics, epidemics, or similar widespread health concerns. We cannot predict with certainty the extent that our operations may be affected by any effects of the foregoing on us or on our customers, suppliers, vendors, and other business partners, and each of their financial conditions; however, any adverse effect on these parties could materially and adversely affect us. To the extent that any health crisis affects the U.S. and global economy and our business, it may also heighten other risks described in this section, including but not limited to those related to consumer behavior and expectations, competition, implementation of strategic initiatives, cybersecurity threats, payment-related risks, supply chain disruptions, labor availability and cost, litigation and operational risk as a result of regulatory requirements. ​" }, { "status": "UNCHANGED", "current_title": "DATA AND TECHNOLOGY", "prior_title": "DATA AND TECHNOLOGY", "current_body": "​ Our business is increasingly dependent on information technology systems that are complex. If we were to experience difficulties maintaining or operating existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. As we modernize legacy systems, if we are unable to successfully implement those systems in a coordinated manner across internal and external stakeholders, we could be subject to business interruption or reputation risk with our customers, suppliers or associates. ​ Rapidly evolving technological and regulatory developments related to artificial intelligence (“AI”) and related technologies may increase competitive, legal, and security risks facing the Company. While we are utilizing AI and machine learning capabilities across our business, our competitors or other third parties may incorporate AI into their products, services and operations more successfully, which could impair our ability to compete effectively, or adversely affect our results of operations or our ability to improve operational efficiency. ​ To effectively compete, we may need to increase investments in new capabilities and processes incorporating AI, as well as develop appropriate protections, safeguards, and policies for handling data and mitigating information security, data privacy and legal risks. Furthermore, the regulatory and legal landscape regarding AI is rapidly evolving and the Company may be challenged to timely comply in a cost-effective manner. ​ 12 12 12 Through our sales and marketing activities, we collect and store personal information that our customers provide to us. We also gather and retain information about our associates in the normal course of business. Under certain circumstances, we may share information with third parties that assist us in conducting our business, as required by law, or otherwise in accordance with our privacy policy. Failure to protect this information, or failure to comply with applicable data protection and privacy laws, could result in legal, regulatory, reputational, and financial harm.​Our technology systems have been, and may be in the future, disrupted from circumstances beyond our control, as we regularly defend against and respond to data security related attacks. Cyber-attackers have targeted and accessed, and may in the future again target and, if successful, access information stored in our or certain third parties’ systems in order to misappropriate confidential customer or business information. The rapid evolution and increased adoption of AI and related technologies may also intensify the risk that our technology systems are targeted. Due to ongoing geopolitical conflicts, there is an increased possibility of cyberattacks that could either directly or indirectly affect our operations. Although we have implemented procedures to protect our information, and require third parties we interact with to do the same, we cannot be certain that our security systems will successfully defend against, or be able to effectively respond to, cyberattacks as they become more difficult to detect and defend. Further, a Kroger associate, a contractor or other third party with whom we interact may in the future circumvent our security measures in order to obtain information or may inadvertently cause a breach involving information. In addition, hardware, software or applications we may use may have inherent defects, vulnerabilities, or could be inadvertently or intentionally applied or used in a way that could compromise our information security.​Our cybersecurity program, continued investment in our information technology systems, and our processes to evaluate and select vendors with reasonable information security controls may not effectively insulate us from potential attacks, data breaches or disruptions to our business operations, which could result in a loss of customers or business information, negative publicity, damage to our reputation, and exposure to claims from customers, financial institutions, regulatory authorities, payment card associations, associates and other persons. Any such events could have an adverse effect on our business, financial condition, results of operations or cash flows and may not be covered by our insurance. In addition, compliance with rapidly changing privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes and may require us to devote significant management resources to address these issues. The costs of attempting to protect against the foregoing risks and the costs of responding to cyberattacks are significant. Following a cyberattack, remediation efforts may not be successful, and a cyberattack could result in interruptions, delays or cessation of service, and loss of existing or potential customers. In addition, breaches of our and/or our vendors’ security measures and the unauthorized dissemination of sensitive personal information or confidential information about us or our customers could expose our customers’ private information and our customers to the risk of financial or medical identity theft, or expose us or other third parties to a risk of loss or misuse of this information, and result in investigations, regulatory enforcement actions, material fines and penalties, loss of customers and business relationships, litigation or other actions which could have a material adverse effect on our brands, reputation, business, financial condition, results of operations or cash flows.​Data governance failures can adversely affect our reputation and business. A significant portion of our business depends on our customers’ willingness to entrust us with their personal information. Events that adversely affect that trust, including inadequate disclosure to our customers of our uses of their information, failures to honor new and evolving data privacy rights and laws, failing to keep our information technology systems and our customers’ sensitive information secure from significant attack, theft, damage, loss or unauthorized disclosure or access, whether as a result of our action or inaction (including human error) or that of our business associates, vendors or other third parties, could adversely affect our brand and reputation and operating results and also could expose us to mandatory disclosure to the media, litigation (including class action litigation), governmental investigations and enforcement proceedings, material fines, penalties and/or remediation costs, and compensatory, special, punitive and statutory damages, consent orders, and/or injunctive relief, any of which could adversely affect our businesses, financial condition, results of operations or cash flows. Large scale data breaches at other entities, including supply chain related security vulnerabilities, increase the challenge we face in maintaining the security of our information technology systems and proprietary information and of our customers’ information. There can be no assurance that such failures will not occur, or if any do occur, that we will detect them or that they can be sufficiently remediated.​13 Through our sales and marketing activities, we collect and store personal information that our customers provide to us. We also gather and retain information about our associates in the normal course of business. Under certain circumstances, we may share information with third parties that assist us in conducting our business, as required by law, or otherwise in accordance with our privacy policy. Failure to protect this information, or failure to comply with applicable data protection and privacy laws, could result in legal, regulatory, reputational, and financial harm.​Our technology systems have been, and may be in the future, disrupted from circumstances beyond our control, as we regularly defend against and respond to data security related attacks. Cyber-attackers have targeted and accessed, and may in the future again target and, if successful, access information stored in our or certain third parties’ systems in order to misappropriate confidential customer or business information. The rapid evolution and increased adoption of AI and related technologies may also intensify the risk that our technology systems are targeted. Due to ongoing geopolitical conflicts, there is an increased possibility of cyberattacks that could either directly or indirectly affect our operations. Although we have implemented procedures to protect our information, and require third parties we interact with to do the same, we cannot be certain that our security systems will successfully defend against, or be able to effectively respond to, cyberattacks as they become more difficult to detect and defend. Further, a Kroger associate, a contractor or other third party with whom we interact may in the future circumvent our security measures in order to obtain information or may inadvertently cause a breach involving information. In addition, hardware, software or applications we may use may have inherent defects, vulnerabilities, or could be inadvertently or intentionally applied or used in a way that could compromise our information security.​Our cybersecurity program, continued investment in our information technology systems, and our processes to evaluate and select vendors with reasonable information security controls may not effectively insulate us from potential attacks, data breaches or disruptions to our business operations, which could result in a loss of customers or business information, negative publicity, damage to our reputation, and exposure to claims from customers, financial institutions, regulatory authorities, payment card associations, associates and other persons. Any such events could have an adverse effect on our business, financial condition, results of operations or cash flows and may not be covered by our insurance. In addition, compliance with rapidly changing privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes and may require us to devote significant management resources to address these issues. The costs of attempting to protect against the foregoing risks and the costs of responding to cyberattacks are significant. Following a cyberattack, remediation efforts may not be successful, and a cyberattack could result in interruptions, delays or cessation of service, and loss of existing or potential customers. In addition, breaches of our and/or our vendors’ security measures and the unauthorized dissemination of sensitive personal information or confidential information about us or our customers could expose our customers’ private information and our customers to the risk of financial or medical identity theft, or expose us or other third parties to a risk of loss or misuse of this information, and result in investigations, regulatory enforcement actions, material fines and penalties, loss of customers and business relationships, litigation or other actions which could have a material adverse effect on our brands, reputation, business, financial condition, results of operations or cash flows.​Data governance failures can adversely affect our reputation and business. A significant portion of our business depends on our customers’ willingness to entrust us with their personal information. Events that adversely affect that trust, including inadequate disclosure to our customers of our uses of their information, failures to honor new and evolving data privacy rights and laws, failing to keep our information technology systems and our customers’ sensitive information secure from significant attack, theft, damage, loss or unauthorized disclosure or access, whether as a result of our action or inaction (including human error) or that of our business associates, vendors or other third parties, could adversely affect our brand and reputation and operating results and also could expose us to mandatory disclosure to the media, litigation (including class action litigation), governmental investigations and enforcement proceedings, material fines, penalties and/or remediation costs, and compensatory, special, punitive and statutory damages, consent orders, and/or injunctive relief, any of which could adversely affect our businesses, financial condition, results of operations or cash flows. Large scale data breaches at other entities, including supply chain related security vulnerabilities, increase the challenge we face in maintaining the security of our information technology systems and proprietary information and of our customers’ information. There can be no assurance that such failures will not occur, or if any do occur, that we will detect them or that they can be sufficiently remediated.​ Through our sales and marketing activities, we collect and store personal information that our customers provide to us. We also gather and retain information about our associates in the normal course of business. Under certain circumstances, we may share information with third parties that assist us in conducting our business, as required by law, or otherwise in accordance with our privacy policy. Failure to protect this information, or failure to comply with applicable data protection and privacy laws, could result in legal, regulatory, reputational, and financial harm. ​ Our technology systems have been, and may be in the future, disrupted from circumstances beyond our control, as we regularly defend against and respond to data security related attacks. Cyber-attackers have targeted and accessed, and may in the future again target and, if successful, access information stored in our or certain third parties’ systems in order to misappropriate confidential customer or business information. The rapid evolution and increased adoption of AI and related technologies may also intensify the risk that our technology systems are targeted. Due to ongoing geopolitical conflicts, there is an increased possibility of cyberattacks that could either directly or indirectly affect our operations. Although we have implemented procedures to protect our information, and require third parties we interact with to do the same, we cannot be certain that our security systems will successfully defend against, or be able to effectively respond to, cyberattacks as they become more difficult to detect and defend. Further, a Kroger associate, a contractor or other third party with whom we interact may in the future circumvent our security measures in order to obtain information or may inadvertently cause a breach involving information. In addition, hardware, software or applications we may use may have inherent defects, vulnerabilities, or could be inadvertently or intentionally applied or used in a way that could compromise our information security. ​ Our cybersecurity program, continued investment in our information technology systems, and our processes to evaluate and select vendors with reasonable information security controls may not effectively insulate us from potential attacks, data breaches or disruptions to our business operations, which could result in a loss of customers or business information, negative publicity, damage to our reputation, and exposure to claims from customers, financial institutions, regulatory authorities, payment card associations, associates and other persons. Any such events could have an adverse effect on our business, financial condition, results of operations or cash flows and may not be covered by our insurance. In addition, compliance with rapidly changing privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes and may require us to devote significant management resources to address these issues. The costs of attempting to protect against the foregoing risks and the costs of responding to cyberattacks are significant. Following a cyberattack, remediation efforts may not be successful, and a cyberattack could result in interruptions, delays or cessation of service, and loss of existing or potential customers. In addition, breaches of our and/or our vendors’ security measures and the unauthorized dissemination of sensitive personal information or confidential information about us or our customers could expose our customers’ private information and our customers to the risk of financial or medical identity theft, or expose us or other third parties to a risk of loss or misuse of this information, and result in investigations, regulatory enforcement actions, material fines and penalties, loss of customers and business relationships, litigation or other actions which could have a material adverse effect on our brands, reputation, business, financial condition, results of operations or cash flows. ​ Data governance failures can adversely affect our reputation and business. A significant portion of our business depends on our customers’ willingness to entrust us with their personal information. Events that adversely affect that trust, including inadequate disclosure to our customers of our uses of their information, failures to honor new and evolving data privacy rights and laws, failing to keep our information technology systems and our customers’ sensitive information secure from significant attack, theft, damage, loss or unauthorized disclosure or access, whether as a result of our action or inaction (including human error) or that of our business associates, vendors or other third parties, could adversely affect our brand and reputation and operating results and also could expose us to mandatory disclosure to the media, litigation (including class action litigation), governmental investigations and enforcement proceedings, material fines, penalties and/or remediation costs, and compensatory, special, punitive and statutory damages, consent orders, and/or injunctive relief, any of which could adversely affect our businesses, financial condition, results of operations or cash flows. Large scale data breaches at other entities, including supply chain related security vulnerabilities, increase the challenge we face in maintaining the security of our information technology systems and proprietary information and of our customers’ information. There can be no assurance that such failures will not occur, or if any do occur, that we will detect them or that they can be sufficiently remediated. ​ 13 13 13 The use of data by our business and our business associates is highly regulated. Privacy and information-security laws and regulations change, and compliance with them may result in cost increases due to, among other things, systems changes and the development of new processes. If we, our third-party service providers, or those with whom we share information fail to comply with laws and regulations, or self-regulatory regimes, that apply to all or parts of our business, such as section 5 of the FTC Act, the California Consumer Privacy Act, the Health Insurance Portability and Accountability Act, or applicable international laws such as the EU General Data Protection Regulation, our reputation could be damaged, possibly resulting in lost business, and we could be subjected to additional legal risk or financial losses as a result of non-compliance.​PAYMENT SYSTEMS​We accept payments using a variety of methods, including cash and checks, select credit and debit cards, and Kroger Pay, a mobile payment solution. As we offer new payment options to our customers, we may be subject to additional rules, regulations, compliance requirements, and higher fraud losses. For certain payment methods, we pay interchange and other related acceptance fees, along with additional transaction processing fees. We rely on third parties to provide payment transaction processing services for credit and debit cards. It could disrupt our business if these companies become unwilling or unable to provide these services to us, including due to short-term disruption of service. We are also subject to evolving payment card association and network operating rules, including data security rules, certification requirements and rules governing electronic funds transfers. For example, we are subject to Payment Card Industry Data Security Standards, which contain compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and transmission of individual cardholder data. If our payment card terminals or internal systems are breached or compromised, we may be liable for card re-issuance costs and other costs, subject to fines and higher transaction fees, and lose our ability to accept card payments from our members, or if our third-party service providers’ systems are breached or compromised, our business, financial condition, results of operations or cash flows could be adversely affected.​INDEBTEDNESS​Our indebtedness could reduce our ability to obtain additional financing for working capital, mergers and acquisitions or other purposes and could make us vulnerable to future economic downturns as well as competitive pressures. If debt markets do not permit us to refinance certain maturing debt, we may be required to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness. Changes in our credit ratings, or in the interest rate environment, could have an adverse effect on our financing costs and structure.​GOVERNMENT REGULATION, LEGAL PROCEEDINGS AND INSURANCE​We are subject to various laws, regulations, and administrative practices that affect our business, including laws and regulations involving antitrust and competition, privacy, data protection, environmental, healthcare, anti-bribery, anti- corruption, tax, accounting, and financial reporting or other matters. In addition, certain states have adopted Extended Producer Responsibility (“EPR”) packaging legislation with which we must comply. These and other rapidly changing laws, regulations, policies and related interpretations, changes in the regulatory environment in which we operate, along with changes in federal policy and at regulatory agencies, as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for us, may alter the environment in which we do business and may increase the ongoing costs of compliance, which could adversely affect our financial condition, results of operations and cash flows. If we are unable to continue to meet these challenges and comply with all laws, regulations, policies and related interpretations, it could negatively affect our reputation and our business results. Additionally, we are currently, and in the future may be, subject to a number of inquiries, investigations, claims, proceedings, and requests for information from governmental agencies or private parties, the adverse outcomes of which could harm our business. Failure to successfully manage these new or pending regulatory and legal matters and resolve such matters without significant liability or damage to our reputation may adversely affect our financial condition, results of operations and cash flows. Furthermore, if new or pending legal or regulatory matters result in fines or costs in excess of the amounts accrued to date, that may also materially affect our financial condition, results of operations or cash flows.​14 The use of data by our business and our business associates is highly regulated. Privacy and information-security laws and regulations change, and compliance with them may result in cost increases due to, among other things, systems changes and the development of new processes. If we, our third-party service providers, or those with whom we share information fail to comply with laws and regulations, or self-regulatory regimes, that apply to all or parts of our business, such as section 5 of the FTC Act, the California Consumer Privacy Act, the Health Insurance Portability and Accountability Act, or applicable international laws such as the EU General Data Protection Regulation, our reputation could be damaged, possibly resulting in lost business, and we could be subjected to additional legal risk or financial losses as a result of non-compliance.​PAYMENT SYSTEMS​We accept payments using a variety of methods, including cash and checks, select credit and debit cards, and Kroger Pay, a mobile payment solution. As we offer new payment options to our customers, we may be subject to additional rules, regulations, compliance requirements, and higher fraud losses. For certain payment methods, we pay interchange and other related acceptance fees, along with additional transaction processing fees. We rely on third parties to provide payment transaction processing services for credit and debit cards. It could disrupt our business if these companies become unwilling or unable to provide these services to us, including due to short-term disruption of service. We are also subject to evolving payment card association and network operating rules, including data security rules, certification requirements and rules governing electronic funds transfers. For example, we are subject to Payment Card Industry Data Security Standards, which contain compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and transmission of individual cardholder data. If our payment card terminals or internal systems are breached or compromised, we may be liable for card re-issuance costs and other costs, subject to fines and higher transaction fees, and lose our ability to accept card payments from our members, or if our third-party service providers’ systems are breached or compromised, our business, financial condition, results of operations or cash flows could be adversely affected.​INDEBTEDNESS​Our indebtedness could reduce our ability to obtain additional financing for working capital, mergers and acquisitions or other purposes and could make us vulnerable to future economic downturns as well as competitive pressures. If debt markets do not permit us to refinance certain maturing debt, we may be required to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness. Changes in our credit ratings, or in the interest rate environment, could have an adverse effect on our financing costs and structure.​GOVERNMENT REGULATION, LEGAL PROCEEDINGS AND INSURANCE​We are subject to various laws, regulations, and administrative practices that affect our business, including laws and regulations involving antitrust and competition, privacy, data protection, environmental, healthcare, anti-bribery, anti- corruption, tax, accounting, and financial reporting or other matters. In addition, certain states have adopted Extended Producer Responsibility (“EPR”) packaging legislation with which we must comply. These and other rapidly changing laws, regulations, policies and related interpretations, changes in the regulatory environment in which we operate, along with changes in federal policy and at regulatory agencies, as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for us, may alter the environment in which we do business and may increase the ongoing costs of compliance, which could adversely affect our financial condition, results of operations and cash flows. If we are unable to continue to meet these challenges and comply with all laws, regulations, policies and related interpretations, it could negatively affect our reputation and our business results. Additionally, we are currently, and in the future may be, subject to a number of inquiries, investigations, claims, proceedings, and requests for information from governmental agencies or private parties, the adverse outcomes of which could harm our business. Failure to successfully manage these new or pending regulatory and legal matters and resolve such matters without significant liability or damage to our reputation may adversely affect our financial condition, results of operations and cash flows. Furthermore, if new or pending legal or regulatory matters result in fines or costs in excess of the amounts accrued to date, that may also materially affect our financial condition, results of operations or cash flows.​ The use of data by our business and our business associates is highly regulated. Privacy and information-security laws and regulations change, and compliance with them may result in cost increases due to, among other things, systems changes and the development of new processes. If we, our third-party service providers, or those with whom we share information fail to comply with laws and regulations, or self-regulatory regimes, that apply to all or parts of our business, such as section 5 of the FTC Act, the California Consumer Privacy Act, the Health Insurance Portability and Accountability Act, or applicable international laws such as the EU General Data Protection Regulation, our reputation could be damaged, possibly resulting in lost business, and we could be subjected to additional legal risk or financial losses as a result of non-compliance. ​" }, { "status": "UNCHANGED", "current_title": "GOVERNMENT REGULATION, LEGAL PROCEEDINGS AND INSURANCE", "prior_title": "GOVERNMENT REGULATION, LEGAL PROCEEDINGS AND INSURANCE", "current_body": "​ We are subject to various laws, regulations, and administrative practices that affect our business, including laws and regulations involving antitrust and competition, privacy, data protection, environmental, healthcare, anti-bribery, anti- corruption, tax, accounting, and financial reporting or other matters. In addition, certain states have adopted Extended Producer Responsibility (“EPR”) packaging legislation with which we must comply. These and other rapidly changing laws, regulations, policies and related interpretations, changes in the regulatory environment in which we operate, along with changes in federal policy and at regulatory agencies, as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for us, may alter the environment in which we do business and may increase the ongoing costs of compliance, which could adversely affect our financial condition, results of operations and cash flows. If we are unable to continue to meet these challenges and comply with all laws, regulations, policies and related interpretations, it could negatively affect our reputation and our business results. Additionally, we are currently, and in the future may be, subject to a number of inquiries, investigations, claims, proceedings, and requests for information from governmental agencies or private parties, the adverse outcomes of which could harm our business. Failure to successfully manage these new or pending regulatory and legal matters and resolve such matters without significant liability or damage to our reputation may adversely affect our financial condition, results of operations and cash flows. Furthermore, if new or pending legal or regulatory matters result in fines or costs in excess of the amounts accrued to date, that may also materially affect our financial condition, results of operations or cash flows. ​ 14 14 14 Increasing governmental and societal attention to responsible business matters, including expanding voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess, and report and could negatively affect our reputation. Additionally, there is some indication that sustainability goals are becoming more controversial, as some governmental entities in the United States and certain investor and other constituencies question the appropriateness of or object to sustainability initiatives. We may face criticism as a result of Thriving Together, our responsible business strategy, from certain stakeholders, including governmental authorities, regulators, shareholders and customers. We have established and publicly announced certain goals which we may refine in the future. The execution of the strategy to achieve these goals is subject to risks and uncertainties, many of which may be outside of our control and prove to be more costly than we anticipate. These risks and uncertainties include, but are not limited to, our ability to achieve our goals within the currently projected costs and the expected timeframes; unforeseen operational and technological difficulties; the outcome of research efforts and future technology developments; and the success of our collaborations with and reliance on third parties. Any failure, or perceived failure, to achieve these goals or the setting or publication of certain targets could damage our reputation and customer, investor and other stakeholder relationships, and may even result in regulatory enforcement action. Such conditions could have an adverse effect on our business, financial condition, results of operations or cash flows. In addition, new or changing regulation or public opinion regarding our sustainability goals or our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise result in obligations and liabilities that cannot be predicted or estimated at this time.​Additionally, we must comply with numerous provisions regulating, among other things, health and sanitation standards, food labeling and safety, prescriptions, controlled substances, zoning, vehicle operations, fuel operations, equal employment opportunity, minimum wages and licensing for the sale of food, drugs, and alcoholic beverages. We cannot predict future laws, regulations, interpretations, administrative orders, or applications, or the effect they may have on our operations. They could, however, significantly increase the cost of doing business. They also could require the reformulation of some of the products that we sell (or manufacture for sale to third parties) to meet new standards. We also could be required to recall or discontinue the sale of products that cannot be reformulated. These changes could result in additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling, or scientific substantiation. Any or all of these requirements could have an adverse effect on our financial condition, results of operations or cash flows.​We currently are a party to, and will continue to be a party to, third-party legal proceedings, including matters involving personnel and employment issues, personal injury, property damage, privacy, contract disputes, private rights of action under certain regulations and other proceedings, including but not limited to opioid litigation and litigation with Albertsons. Some of these proceedings are brought by individuals and others purport to be brought as class actions on behalf of similarly situated parties. Some of these proceedings could result in a substantial loss to Kroger. We estimate our exposure to these legal proceedings and establish accruals for the estimated liabilities, where it is reasonably possible to estimate and where an adverse outcome is probable. Assessing and predicting the outcome of these matters involves substantial uncertainties. Adverse outcomes in these legal proceedings, or changes in our evaluations or predictions about the proceedings, could have an adverse effect on our financial condition, results of operations or cash flows. Please also refer to the “Litigation” and “Opioids” sections in Note 12 to the Consolidated Financial Statements.​We use a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile and general liability, property, director and officers’ liability, cyber risk exposure and associate health care benefits. Any actuarial projection of losses is subject to a high degree of variability. With respect to insured matters, we are liable for retention amounts that vary by the nature of the claim, and some losses may not be covered by insurance. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could all affect our financial condition, results of operations or cash flows.​15 Increasing governmental and societal attention to responsible business matters, including expanding voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess, and report and could negatively affect our reputation. Additionally, there is some indication that sustainability goals are becoming more controversial, as some governmental entities in the United States and certain investor and other constituencies question the appropriateness of or object to sustainability initiatives. We may face criticism as a result of Thriving Together, our responsible business strategy, from certain stakeholders, including governmental authorities, regulators, shareholders and customers. We have established and publicly announced certain goals which we may refine in the future. The execution of the strategy to achieve these goals is subject to risks and uncertainties, many of which may be outside of our control and prove to be more costly than we anticipate. These risks and uncertainties include, but are not limited to, our ability to achieve our goals within the currently projected costs and the expected timeframes; unforeseen operational and technological difficulties; the outcome of research efforts and future technology developments; and the success of our collaborations with and reliance on third parties. Any failure, or perceived failure, to achieve these goals or the setting or publication of certain targets could damage our reputation and customer, investor and other stakeholder relationships, and may even result in regulatory enforcement action. Such conditions could have an adverse effect on our business, financial condition, results of operations or cash flows. In addition, new or changing regulation or public opinion regarding our sustainability goals or our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise result in obligations and liabilities that cannot be predicted or estimated at this time.​Additionally, we must comply with numerous provisions regulating, among other things, health and sanitation standards, food labeling and safety, prescriptions, controlled substances, zoning, vehicle operations, fuel operations, equal employment opportunity, minimum wages and licensing for the sale of food, drugs, and alcoholic beverages. We cannot predict future laws, regulations, interpretations, administrative orders, or applications, or the effect they may have on our operations. They could, however, significantly increase the cost of doing business. They also could require the reformulation of some of the products that we sell (or manufacture for sale to third parties) to meet new standards. We also could be required to recall or discontinue the sale of products that cannot be reformulated. These changes could result in additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling, or scientific substantiation. Any or all of these requirements could have an adverse effect on our financial condition, results of operations or cash flows.​We currently are a party to, and will continue to be a party to, third-party legal proceedings, including matters involving personnel and employment issues, personal injury, property damage, privacy, contract disputes, private rights of action under certain regulations and other proceedings, including but not limited to opioid litigation and litigation with Albertsons. Some of these proceedings are brought by individuals and others purport to be brought as class actions on behalf of similarly situated parties. Some of these proceedings could result in a substantial loss to Kroger. We estimate our exposure to these legal proceedings and establish accruals for the estimated liabilities, where it is reasonably possible to estimate and where an adverse outcome is probable. Assessing and predicting the outcome of these matters involves substantial uncertainties. Adverse outcomes in these legal proceedings, or changes in our evaluations or predictions about the proceedings, could have an adverse effect on our financial condition, results of operations or cash flows. Please also refer to the “Litigation” and “Opioids” sections in Note 12 to the Consolidated Financial Statements.​We use a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile and general liability, property, director and officers’ liability, cyber risk exposure and associate health care benefits. Any actuarial projection of losses is subject to a high degree of variability. With respect to insured matters, we are liable for retention amounts that vary by the nature of the claim, and some losses may not be covered by insurance. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could all affect our financial condition, results of operations or cash flows.​ Increasing governmental and societal attention to responsible business matters, including expanding voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess, and report and could negatively affect our reputation. Additionally, there is some indication that sustainability goals are becoming more controversial, as some governmental entities in the United States and certain investor and other constituencies question the appropriateness of or object to sustainability initiatives. We may face criticism as a result of Thriving Together, our responsible business strategy, from certain stakeholders, including governmental authorities, regulators, shareholders and customers. We have established and publicly announced certain goals which we may refine in the future. The execution of the strategy to achieve these goals is subject to risks and uncertainties, many of which may be outside of our control and prove to be more costly than we anticipate. These risks and uncertainties include, but are not limited to, our ability to achieve our goals within the currently projected costs and the expected timeframes; unforeseen operational and technological difficulties; the outcome of research efforts and future technology developments; and the success of our collaborations with and reliance on third parties. Any failure, or perceived failure, to achieve these goals or the setting or publication of certain targets could damage our reputation and customer, investor and other stakeholder relationships, and may even result in regulatory enforcement action. Such conditions could have an adverse effect on our business, financial condition, results of operations or cash flows. In addition, new or changing regulation or public opinion regarding our sustainability goals or our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise result in obligations and liabilities that cannot be predicted or estimated at this time. ​ Additionally, we must comply with numerous provisions regulating, among other things, health and sanitation standards, food labeling and safety, prescriptions, controlled substances, zoning, vehicle operations, fuel operations, equal employment opportunity, minimum wages and licensing for the sale of food, drugs, and alcoholic beverages. We cannot predict future laws, regulations, interpretations, administrative orders, or applications, or the effect they may have on our operations. They could, however, significantly increase the cost of doing business. They also could require the reformulation of some of the products that we sell (or manufacture for sale to third parties) to meet new standards. We also could be required to recall or discontinue the sale of products that cannot be reformulated. These changes could result in additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling, or scientific substantiation. Any or all of these requirements could have an adverse effect on our financial condition, results of operations or cash flows. ​ We currently are a party to, and will continue to be a party to, third-party legal proceedings, including matters involving personnel and employment issues, personal injury, property damage, privacy, contract disputes, private rights of action under certain regulations and other proceedings, including but not limited to opioid litigation and litigation with Albertsons. Some of these proceedings are brought by individuals and others purport to be brought as class actions on behalf of similarly situated parties. Some of these proceedings could result in a substantial loss to Kroger. We estimate our exposure to these legal proceedings and establish accruals for the estimated liabilities, where it is reasonably possible to estimate and where an adverse outcome is probable. Assessing and predicting the outcome of these matters involves substantial uncertainties. Adverse outcomes in these legal proceedings, or changes in our evaluations or predictions about the proceedings, could have an adverse effect on our financial condition, results of operations or cash flows. Please also refer to the “Litigation” and “Opioids” sections in Note 12 to the Consolidated Financial Statements. ​ We use a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile and general liability, property, director and officers’ liability, cyber risk exposure and associate health care benefits. Any actuarial projection of losses is subject to a high degree of variability. With respect to insured matters, we are liable for retention amounts that vary by the nature of the claim, and some losses may not be covered by insurance. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could all affect our financial condition, results of operations or cash flows. ​ 15 15 15 MULTI-EMPLOYER PENSION OBLIGATIONS​As discussed in more detail below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Multi-Employer Pension Plans,” Kroger contributes to several multi-employer pension plans based on obligations arising under collective bargaining agreements with unions representing associates covered by those agreements. We believe the present value of actuarially accrued liabilities in most of these multi-employer plans exceeds the value of the assets held in trust to pay benefits, and we expect that Kroger’s contributions to most of these funds will increase over the next few years. A significant increase to those funding requirements could adversely affect our financial condition, results of operations or cash flows. Despite the fact that the pension obligations of these funds are not the liability or responsibility of the Company, except as noted below, there is a risk that the agencies that rate our outstanding debt instruments could view the underfunded nature of these plans unfavorably, or adjust their current views unfavorably, when determining their ratings on our debt securities. Any downgrading of our debt ratings likely would adversely affect our cost of borrowing and access to capital.​We have been designated as the named fiduciary for, and currently bear the investment risk of two multi-employer pension plans in which we participate. If investment results for these plans fail to meet our expectations, we could be required to make additional contributions to fund a portion of or the entire shortfall, which could have an adverse effect on our business, financial condition, results of operations or cash flows.​INTEGRATION OF NEW BUSINESS AND STRATEGIC ALLIANCES​We enter into mergers, acquisitions and strategic alliances with expected benefits including, among other things, operating efficiencies, procurement savings, innovation and sharing of best practices, that may allow for future growth. Achieving the anticipated or desired benefits may be subject to a number of significant challenges and uncertainties, including, without limitation, whether unique corporate cultures will work collaboratively in an efficient and effective manner, the coordination of geographically separate organizations, the possibility of imprecise assumptions underlying expectations regarding potential synergies, capital requirements, the integration process (including the integration of internal controls into our business operations), unforeseen expenses and delays and competitive factors in the marketplace. We could also encounter unforeseen transaction and integration-related costs or other circumstances such as unforeseen liabilities or other issues. Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased synergies and the diversion of management time and attention. If we are unable to achieve our objectives within the anticipated time frame, or at all, the expected benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on our business, financial condition, results of operations or cash flows.​FUEL​We sell a significant amount of fuel in our 1,731 fuel centers, which could face increased regulation, including due to climate change or other environmental concerns, and demand could be affected by concerns about the effect of emissions on the environment, as well as retail price increases. We are unable to predict future regulations, environmental effects, political unrest, acts of war or terrorism, disruptions to the economy, including but not limited to pandemics and other health crises, geopolitical conflicts, tariffs and other matters that affect the cost and availability of fuel, and how our customers will react to such factors, which could adversely affect our financial condition, results of operations or cash flows.​16 MULTI-EMPLOYER PENSION OBLIGATIONS​As discussed in more detail below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Multi-Employer Pension Plans,” Kroger contributes to several multi-employer pension plans based on obligations arising under collective bargaining agreements with unions representing associates covered by those agreements. We believe the present value of actuarially accrued liabilities in most of these multi-employer plans exceeds the value of the assets held in trust to pay benefits, and we expect that Kroger’s contributions to most of these funds will increase over the next few years. A significant increase to those funding requirements could adversely affect our financial condition, results of operations or cash flows. Despite the fact that the pension obligations of these funds are not the liability or responsibility of the Company, except as noted below, there is a risk that the agencies that rate our outstanding debt instruments could view the underfunded nature of these plans unfavorably, or adjust their current views unfavorably, when determining their ratings on our debt securities. Any downgrading of our debt ratings likely would adversely affect our cost of borrowing and access to capital.​We have been designated as the named fiduciary for, and currently bear the investment risk of two multi-employer pension plans in which we participate. If investment results for these plans fail to meet our expectations, we could be required to make additional contributions to fund a portion of or the entire shortfall, which could have an adverse effect on our business, financial condition, results of operations or cash flows.​INTEGRATION OF NEW BUSINESS AND STRATEGIC ALLIANCES​We enter into mergers, acquisitions and strategic alliances with expected benefits including, among other things, operating efficiencies, procurement savings, innovation and sharing of best practices, that may allow for future growth. Achieving the anticipated or desired benefits may be subject to a number of significant challenges and uncertainties, including, without limitation, whether unique corporate cultures will work collaboratively in an efficient and effective manner, the coordination of geographically separate organizations, the possibility of imprecise assumptions underlying expectations regarding potential synergies, capital requirements, the integration process (including the integration of internal controls into our business operations), unforeseen expenses and delays and competitive factors in the marketplace. We could also encounter unforeseen transaction and integration-related costs or other circumstances such as unforeseen liabilities or other issues. Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased synergies and the diversion of management time and attention. If we are unable to achieve our objectives within the anticipated time frame, or at all, the expected benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on our business, financial condition, results of operations or cash flows.​FUEL​We sell a significant amount of fuel in our 1,731 fuel centers, which could face increased regulation, including due to climate change or other environmental concerns, and demand could be affected by concerns about the effect of emissions on the environment, as well as retail price increases. We are unable to predict future regulations, environmental effects, political unrest, acts of war or terrorism, disruptions to the economy, including but not limited to pandemics and other health crises, geopolitical conflicts, tariffs and other matters that affect the cost and availability of fuel, and how our customers will react to such factors, which could adversely affect our financial condition, results of operations or cash flows.​" }, { "status": "UNCHANGED", "current_title": "MULTI-EMPLOYER PENSION OBLIGATIONS", "prior_title": "MULTI-EMPLOYER PENSION OBLIGATIONS", "current_body": "​ As discussed in more detail below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Multi-Employer Pension Plans,” Kroger contributes to several multi-employer pension plans based on obligations arising under collective bargaining agreements with unions representing associates covered by those agreements. We believe the present value of actuarially accrued liabilities in most of these multi-employer plans exceeds the value of the assets held in trust to pay benefits, and we expect that Kroger’s contributions to most of these funds will increase over the next few years. A significant increase to those funding requirements could adversely affect our financial condition, results of operations or cash flows. Despite the fact that the pension obligations of these funds are not the liability or responsibility of the Company, except as noted below, there is a risk that the agencies that rate our outstanding debt instruments could view the underfunded nature of these plans unfavorably, or adjust their current views unfavorably, when determining their ratings on our debt securities. Any downgrading of our debt ratings likely would adversely affect our cost of borrowing and access to capital. ​ We have been designated as the named fiduciary for, and currently bear the investment risk of two multi-employer pension plans in which we participate. If investment results for these plans fail to meet our expectations, we could be required to make additional contributions to fund a portion of or the entire shortfall, which could have an adverse effect on our business, financial condition, results of operations or cash flows. ​" }, { "status": "UNCHANGED", "current_title": "RISK MANAGEMENT AND STRATEGY", "prior_title": "RISK MANAGEMENT AND STRATEGY", "current_body": "​ Securing Kroger’s business information, intellectual property, customer and employee data and technology systems is essential for the continuity of our businesses, meeting applicable regulatory requirements and maintaining the trust of our stakeholders. We have adopted enterprise cybersecurity risk mitigation and governance processes, which are set forth in the Kroger Cybersecurity Risk Management (“CRM”) program, the Kroger Third-Party Cybersecurity Risk Management (“TPCRM”) program and the Kroger Cyber Incident Response Plan (“IR Plan”). Our approach is guided by the principles of the CRM program, which includes monitoring threats and vulnerabilities and assessing and monitoring related controls, supporting the Corporate Information Security function, the Chief Information Security Officer (“CISO”) and Chief Digital Officer (“CDO”). Kroger’s cybersecurity policies, standards, processes, and practices are integrated into our overarching risk management system in an effort to enhance our ability to safeguard our operations and information, which includes quarterly cybersecurity reporting to the Board, delivered by senior leadership. ​ 18 18 18 Kroger Cyber Risk Management Program ​The CRM program was developed in collaboration with third-party consultants and is aligned with the National Institute of Standards and Technology (“NIST”), Risk Management Framework (“RMF”), Cybersecurity Framework (“CSF”) and the International Organization for Standardization 27001 (“ISO 27001”). However, this does not mean that we will meet, or maintain, any particular technical standard, specification, framework, or requirement in the future, but rather we use NIST, RMF, CSF and ISO 27001 as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. The program includes security and privacy, risk-based controls, and incorporates lessons learned from cybersecurity incidents. Under Kroger’s CRM program, cyber risks, including cyber threats and cyber events/incidents, are assessed, treated, and monitored on a continuous basis. We integrate lessons learned from incident response and cyber risk mitigation into our cyber risk management strategy, in an effort to improve overall cybersecurity on an ongoing basis. Kroger's CRM program is spearheaded by specific management positions, chosen for their expertise in the field as further discussed below. ​In line with cyber risk management best practices, we have collaborated with recognized third-party experts as needed to align the CRM program’s foundational processes, metrics, monitoring, and reporting with common frameworks such as the NIST RMF and the NIST CSF. ​Third-Party Cyber Risk Management​Recognizing the potential vulnerabilities posed by third-party relationships, Kroger has implemented a comprehensive TPCRM program. The TPCRM program is designed to assess third-party cybersecurity risks by employing third-party cyber risk assessments, vendor tiering, and a dedicated team tasked with recommending holistic improvements to strengthen Kroger’s cybersecurity posture, sourcing, and contracting processes. Kroger’s Enterprise Security Operations (“ESO”) responds to known third-party incidents on a continuous basis. ESO is a part of the Corporate Information Security (“CIS”) department and is responsible for detecting, responding to, and escalating security incidents. We partner directly with business stakeholders and technology custodians to determine an appropriate response to manage incident risk to minimize the effect to the business. This response process is a regular and critical function of the ESO and is defined in a separate appendix to the IR Plan. Any material risk identified from these incidents is escalated and communicated using formal severity and impact criteria as defined in the IR Plan. ​Kroger Cyber Incident Response Plan ​The IR Plan documents the processes by which information security events are detected, identified, prioritized, and analyzed. The Kroger ESO, CISO, legal counsel, and corporate affairs stakeholders are then engaged depending on the incident’s scope, business effect, and potential material risk. This cross-functional team is responsible for assessing an appropriate response and mitigation pathway. Once security events are identified through the enterprise detection and monitoring ecosystem, the IR Plan sets forth an incident prioritization/decision workflow to determine scope, business effect, and potential material risk. This workflow is implemented through collaboration with the ESO, CISO, legal counsel, and corporate affairs stakeholders and correlates to industry standard severity levels.​In addition to the processes outlined above, we have also implemented an information security training program for employees that includes security awareness training related to cyber security risks, simulated phishing emails and regular communication to the enterprise regarding cyber security risks. ​We experience cybersecurity threats and incidents from time to time. We are not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, our financial condition, results of operations or cash flows, and we have not experienced a cybersecurity threat or incident that has materially affected Kroger in at least the last three years. There can be no assurance that cybersecurity threats will not have a material effect on us, including our business strategy, our financial condition, results of operations or cash flows. Please see “Item 1A. Risk Factors” for more information on our cybersecurity-related risks.​19 Kroger Cyber Risk Management Program ​The CRM program was developed in collaboration with third-party consultants and is aligned with the National Institute of Standards and Technology (“NIST”), Risk Management Framework (“RMF”), Cybersecurity Framework (“CSF”) and the International Organization for Standardization 27001 (“ISO 27001”). However, this does not mean that we will meet, or maintain, any particular technical standard, specification, framework, or requirement in the future, but rather we use NIST, RMF, CSF and ISO 27001 as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. The program includes security and privacy, risk-based controls, and incorporates lessons learned from cybersecurity incidents. Under Kroger’s CRM program, cyber risks, including cyber threats and cyber events/incidents, are assessed, treated, and monitored on a continuous basis. We integrate lessons learned from incident response and cyber risk mitigation into our cyber risk management strategy, in an effort to improve overall cybersecurity on an ongoing basis. Kroger's CRM program is spearheaded by specific management positions, chosen for their expertise in the field as further discussed below. ​In line with cyber risk management best practices, we have collaborated with recognized third-party experts as needed to align the CRM program’s foundational processes, metrics, monitoring, and reporting with common frameworks such as the NIST RMF and the NIST CSF. ​Third-Party Cyber Risk Management​Recognizing the potential vulnerabilities posed by third-party relationships, Kroger has implemented a comprehensive TPCRM program. The TPCRM program is designed to assess third-party cybersecurity risks by employing third-party cyber risk assessments, vendor tiering, and a dedicated team tasked with recommending holistic improvements to strengthen Kroger’s cybersecurity posture, sourcing, and contracting processes. Kroger’s Enterprise Security Operations (“ESO”) responds to known third-party incidents on a continuous basis. ESO is a part of the Corporate Information Security (“CIS”) department and is responsible for detecting, responding to, and escalating security incidents. We partner directly with business stakeholders and technology custodians to determine an appropriate response to manage incident risk to minimize the effect to the business. This response process is a regular and critical function of the ESO and is defined in a separate appendix to the IR Plan. Any material risk identified from these incidents is escalated and communicated using formal severity and impact criteria as defined in the IR Plan. ​Kroger Cyber Incident Response Plan ​The IR Plan documents the processes by which information security events are detected, identified, prioritized, and analyzed. The Kroger ESO, CISO, legal counsel, and corporate affairs stakeholders are then engaged depending on the incident’s scope, business effect, and potential material risk. This cross-functional team is responsible for assessing an appropriate response and mitigation pathway. Once security events are identified through the enterprise detection and monitoring ecosystem, the IR Plan sets forth an incident prioritization/decision workflow to determine scope, business effect, and potential material risk. This workflow is implemented through collaboration with the ESO, CISO, legal counsel, and corporate affairs stakeholders and correlates to industry standard severity levels.​In addition to the processes outlined above, we have also implemented an information security training program for employees that includes security awareness training related to cyber security risks, simulated phishing emails and regular communication to the enterprise regarding cyber security risks. ​We experience cybersecurity threats and incidents from time to time. We are not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, our financial condition, results of operations or cash flows, and we have not experienced a cybersecurity threat or incident that has materially affected Kroger in at least the last three years. There can be no assurance that cybersecurity threats will not have a material effect on us, including our business strategy, our financial condition, results of operations or cash flows. Please see “Item 1A. Risk Factors” for more information on our cybersecurity-related risks.​ Kroger Cyber Risk Management Program ​ The CRM program was developed in collaboration with third-party consultants and is aligned with the National Institute of Standards and Technology (“NIST”), Risk Management Framework (“RMF”), Cybersecurity Framework (“CSF”) and the International Organization for Standardization 27001 (“ISO 27001”). However, this does not mean that we will meet, or maintain, any particular technical standard, specification, framework, or requirement in the future, but rather we use NIST, RMF, CSF and ISO 27001 as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. The program includes security and privacy, risk-based controls, and incorporates lessons learned from cybersecurity incidents. Under Kroger’s CRM program, cyber risks, including cyber threats and cyber events/incidents, are assessed, treated, and monitored on a continuous basis. We integrate lessons learned from incident response and cyber risk mitigation into our cyber risk management strategy, in an effort to improve overall cybersecurity on an ongoing basis. Kroger's CRM program is spearheaded by specific management positions, chosen for their expertise in the field as further discussed below. ​ In line with cyber risk management best practices, we have collaborated with recognized third-party experts as needed to align the CRM program’s foundational processes, metrics, monitoring, and reporting with common frameworks such as the NIST RMF and the NIST CSF. ​ Third-Party Cyber Risk Management ​ Recognizing the potential vulnerabilities posed by third-party relationships, Kroger has implemented a comprehensive TPCRM program. The TPCRM program is designed to assess third-party cybersecurity risks by employing third-party cyber risk assessments, vendor tiering, and a dedicated team tasked with recommending holistic improvements to strengthen Kroger’s cybersecurity posture, sourcing, and contracting processes. Kroger’s Enterprise Security Operations (“ESO”) responds to known third-party incidents on a continuous basis. ESO is a part of the Corporate Information Security (“CIS”) department and is responsible for detecting, responding to, and escalating security incidents. We partner directly with business stakeholders and technology custodians to determine an appropriate response to manage incident risk to minimize the effect to the business. This response process is a regular and critical function of the ESO and is defined in a separate appendix to the IR Plan. Any material risk identified from these incidents is escalated and communicated using formal severity and impact criteria as defined in the IR Plan. ​ Kroger Cyber Incident Response Plan ​ The IR Plan documents the processes by which information security events are detected, identified, prioritized, and analyzed. The Kroger ESO, CISO, legal counsel, and corporate affairs stakeholders are then engaged depending on the incident’s scope, business effect, and potential material risk. This cross-functional team is responsible for assessing an appropriate response and mitigation pathway. Once security events are identified through the enterprise detection and monitoring ecosystem, the IR Plan sets forth an incident prioritization/decision workflow to determine scope, business effect, and potential material risk. This workflow is implemented through collaboration with the ESO, CISO, legal counsel, and corporate affairs stakeholders and correlates to industry standard severity levels. ​ In addition to the processes outlined above, we have also implemented an information security training program for employees that includes security awareness training related to cyber security risks, simulated phishing emails and regular communication to the enterprise regarding cyber security risks. ​ We experience cybersecurity threats and incidents from time to time. We are not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, our financial condition, results of operations or cash flows, and we have not experienced a cybersecurity threat or incident that has materially affected Kroger in at least the last three years. There can be no assurance that cybersecurity threats will not have a material effect on us, including our business strategy, our financial condition, results of operations or cash flows. Please see “Item 1A. Risk Factors” for more information on our cybersecurity-related risks. ​ 19 19 19 GOVERNANCE​Protection of our customers’ data is a fundamental priority for our Board and management team. Our cyber risk management team is integrated into our CIS function and is led by our CDO and CISO. The cyber risk management team reports to the CISO and has combined experience in information security, governance, and compliance, including domains such as engineering, architecture, cybersecurity, and privacy. This team is responsible for defining the program, cybersecurity governance, and gathering insights related to assessing, identifying, and managing cybersecurity threat risks, their severity, and mitigations. ​Kroger’s CDO reports to the Chief Executive Officer and leads technology and digital capabilities for the Kroger Co., including the overall cybersecurity strategy. Kroger’s CDO has over 20 years of both leading and transforming technology, digital growth, and ecommerce in the retail and food industry. He graduated with a master’s degree in business administration and management from Ecole Supérieure de Commerce de Chambéry, Rhône-Alpes, France. Kroger’s CISO brings over 20 years of experience developing and leading security and risk programs. His experience includes governance, information security, and threat management. He graduated from Miami University with a bachelor’s degree in management information systems and marketing. ​The Audit Committee of Kroger’s Board of Directors is charged with oversight of data privacy and cybersecurity risks. Kroger’s CDO and CISO provide quarterly updates on cybersecurity risks and related mitigating actions to the Audit Committee, meet with the full Board at least annually and inform the Audit Committee immediately if a cybersecurity incident is deemed material. They report to the Audit Committee and the Board on compliance and regulatory issues, provide updates concerning continuously-evolving threats and mitigating actions, and present a NIST Cybersecurity Framework Scorecard. Additionally, the CDO and CISO discuss and present strategies to address geopolitical threats that may affect operations as well as technological changes, such as AI and quantum computing. In overseeing cybersecurity risks, the Audit Committee focuses on aggregated, thematic issues with a risk-based approach. Oversight of cybersecurity risk incorporates strategy metrics, third-party assessments, and internal audit and controls. An independent third party also regularly reports to the Audit Committee and the full Board on cybersecurity, and outside counsel advises the Board on best practices for cybersecurity oversight by the Board, and the evolution of that oversight over time. Management also reports on strategic key risk indicators, ongoing initiatives, and significant incidents and their effect.​ITEM 2.PROPERTIES.​As of January 31, 2026, we operated approximately 2,700 owned or leased supermarkets, distribution warehouses, customer fulfillment centers and food production plants through divisions, subsidiaries or affiliates. These facilities are located throughout the United States. We generally own store equipment, fixtures and leasehold improvements, as well as processing and food production equipment. The total cost of our owned assets and finance leases at January 31, 2026, was $60.0 billion while the accumulated depreciation was $35.8 billion.​We lease certain store real estate, warehouses, distribution centers, office space and equipment. We operate in leased facilities in approximately half of our store locations, with lease terms that generally range from 10 to 20 years, and options to renew for varying terms at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses and/or payment of executory costs such as property taxes, utilities or insurance and maintenance. Rent expense for leases with escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain properties or portions thereof are subleased to others for periods generally ranging from one to 20 years. For additional information on lease obligations, see Note 9 to the Consolidated Financial Statements.​ITEM 3.LEGAL PROCEEDINGS.​Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” and “Opioids” contained in Note 12 to the Consolidated Financial Statements.​ITEM 4.MINE SAFETY DISCLOSURES.​Not applicable.20 GOVERNANCE​Protection of our customers’ data is a fundamental priority for our Board and management team. Our cyber risk management team is integrated into our CIS function and is led by our CDO and CISO. The cyber risk management team reports to the CISO and has combined experience in information security, governance, and compliance, including domains such as engineering, architecture, cybersecurity, and privacy. This team is responsible for defining the program, cybersecurity governance, and gathering insights related to assessing, identifying, and managing cybersecurity threat risks, their severity, and mitigations. ​Kroger’s CDO reports to the Chief Executive Officer and leads technology and digital capabilities for the Kroger Co., including the overall cybersecurity strategy. Kroger’s CDO has over 20 years of both leading and transforming technology, digital growth, and ecommerce in the retail and food industry. He graduated with a master’s degree in business administration and management from Ecole Supérieure de Commerce de Chambéry, Rhône-Alpes, France. Kroger’s CISO brings over 20 years of experience developing and leading security and risk programs. His experience includes governance, information security, and threat management. He graduated from Miami University with a bachelor’s degree in management information systems and marketing. ​The Audit Committee of Kroger’s Board of Directors is charged with oversight of data privacy and cybersecurity risks. Kroger’s CDO and CISO provide quarterly updates on cybersecurity risks and related mitigating actions to the Audit Committee, meet with the full Board at least annually and inform the Audit Committee immediately if a cybersecurity incident is deemed material. They report to the Audit Committee and the Board on compliance and regulatory issues, provide updates concerning continuously-evolving threats and mitigating actions, and present a NIST Cybersecurity Framework Scorecard. Additionally, the CDO and CISO discuss and present strategies to address geopolitical threats that may affect operations as well as technological changes, such as AI and quantum computing. In overseeing cybersecurity risks, the Audit Committee focuses on aggregated, thematic issues with a risk-based approach. Oversight of cybersecurity risk incorporates strategy metrics, third-party assessments, and internal audit and controls. An independent third party also regularly reports to the Audit Committee and the full Board on cybersecurity, and outside counsel advises the Board on best practices for cybersecurity oversight by the Board, and the evolution of that oversight over time. Management also reports on strategic key risk indicators, ongoing initiatives, and significant incidents and their effect.​ITEM 2.PROPERTIES.​As of January 31, 2026, we operated approximately 2,700 owned or leased supermarkets, distribution warehouses, customer fulfillment centers and food production plants through divisions, subsidiaries or affiliates. These facilities are located throughout the United States. We generally own store equipment, fixtures and leasehold improvements, as well as processing and food production equipment. The total cost of our owned assets and finance leases at January 31, 2026, was $60.0 billion while the accumulated depreciation was $35.8 billion.​We lease certain store real estate, warehouses, distribution centers, office space and equipment. We operate in leased facilities in approximately half of our store locations, with lease terms that generally range from 10 to 20 years, and options to renew for varying terms at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses and/or payment of executory costs such as property taxes, utilities or insurance and maintenance. Rent expense for leases with escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain properties or portions thereof are subleased to others for periods generally ranging from one to 20 years. For additional information on lease obligations, see Note 9 to the Consolidated Financial Statements.​ITEM 3.LEGAL PROCEEDINGS.​Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” and “Opioids” contained in Note 12 to the Consolidated Financial Statements.​ITEM 4.MINE SAFETY DISCLOSURES.​Not applicable. GOVERNANCE ​ Protection of our customers’ data is a fundamental priority for our Board and management team. Our cyber risk management team is integrated into our CIS function and is led by our CDO and CISO. The cyber risk management team reports to the CISO and has combined experience in information security, governance, and compliance, including domains such as engineering, architecture, cybersecurity, and privacy. This team is responsible for defining the program, cybersecurity governance, and gathering insights related to assessing, identifying, and managing cybersecurity threat risks, their severity, and mitigations. ​ Kroger’s CDO reports to the Chief Executive Officer and leads technology and digital capabilities for the Kroger Co., including the overall cybersecurity strategy. Kroger’s CDO has over 20 years of both leading and transforming technology, digital growth, and ecommerce in the retail and food industry. He graduated with a master’s degree in business administration and management from Ecole Supérieure de Commerce de Chambéry, Rhône-Alpes, France. Kroger’s CISO brings over 20 years of experience developing and leading security and risk programs. His experience includes governance, information security, and threat management. He graduated from Miami University with a bachelor’s degree in management information systems and marketing. ​ The Audit Committee of Kroger’s Board of Directors is charged with oversight of data privacy and cybersecurity risks. Kroger’s CDO and CISO provide quarterly updates on cybersecurity risks and related mitigating actions to the Audit Committee, meet with the full Board at least annually and inform the Audit Committee immediately if a cybersecurity incident is deemed material. They report to the Audit Committee and the Board on compliance and regulatory issues, provide updates concerning continuously-evolving threats and mitigating actions, and present a NIST Cybersecurity Framework Scorecard. Additionally, the CDO and CISO discuss and present strategies to address geopolitical threats that may affect operations as well as technological changes, such as AI and quantum computing. In overseeing cybersecurity risks, the Audit Committee focuses on aggregated, thematic issues with a risk-based approach. Oversight of cybersecurity risk incorporates strategy metrics, third-party assessments, and internal audit and controls. An independent third party also regularly reports to the Audit Committee and the full Board on cybersecurity, and outside counsel advises the Board on best practices for cybersecurity oversight by the Board, and the evolution of that oversight over time. Management also reports on strategic key risk indicators, ongoing initiatives, and significant incidents and their effect. ​ ITEM 2." }, { "status": "UNCHANGED", "current_title": "For the Fiscal Year Ended January 31, 2026", "prior_title": "For the Fiscal Year Ended February 1, 2025", "current_body": "Table of Contents ​ Page Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm 51 Consolidated Balance Sheets Consolidated Balance Sheets 54 Consolidated Statements of Operations Consolidated Statements of Operations 55 Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income 56 Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows 57 Consolidated Statements of Changes in Shareholders’ Equity Consolidated Statements of Changes in Shareholders’ Equity 58 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 59 ​ ​ 50 50 50 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of The Kroger Co.Opinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of The Kroger Co. and its subsidiaries (the \"Company\") as of January 31, 2026 and February 1, 2025, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the \"consolidated financial statements\"). We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.Basis for OpinionsThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.​51 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of The Kroger Co.Opinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of The Kroger Co. and its subsidiaries (the \"Company\") as of January 31, 2026 and February 1, 2025, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the \"consolidated financial statements\"). We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.Basis for OpinionsThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.​" }, { "status": "UNCHANGED", "current_title": "CRITICAL ACCOUNTING ESTIMATES", "prior_title": "CRITICAL ACCOUNTING ESTIMATES", "current_body": "​ 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 significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements. ​ 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 differ from those estimates. ​ We believe the following accounting estimates are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain. ​ 37 37 37 Impairments of Long-Lived Assets​We monitor the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific asset groups, to the carrying value for those asset groups. If we identify impairment for long-lived assets to be held and used, we compare the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. We record impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. We recorded asset impairment and related charges totaling $2.7 billion for 2025. This includes store closure costs of $100 million, $77 million net of tax, related to the planned closing of approximately 60 stores, impairment of intangible assets of $50 million, $34 million net of tax, related to classifying a certain subsidiary as held for sale and charges of $2.5 billion, $1.9 billion net of tax, related to our fulfillment network not meeting operational or financial expectations, the planned closing of three automated fulfillment facilities and the cancellation of a planned site (see Note 19 to the Consolidated Financial Statements for additional details). We recorded asset impairments in the normal course of business totaling $98 million in 2024, which includes $25 million, $19 million net of tax, for property losses. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as OG&A expense.​The factors that most significantly affect the impairment calculation are our estimates of future cash flows. Our cash flow projections look several years into the future and include assumptions on variables such as inflation, the economy and competition. Application of alternative assumptions and definitions, such as reviewing long-lived assets for impairment at a different level, could produce significantly different results.​Business Combinations​We account for business combinations using the acquisition method of accounting. All the assets acquired, liabilities assumed and amounts attributable to noncontrolling interests are recorded at their respective fair values at the date of acquisition once we obtain control of an entity. The determination of fair values of identifiable assets and liabilities involves estimates and the use of valuation techniques when market value is not readily available. We use various techniques to determine fair value in such instances, including the income approach. Significant estimates used in determining fair value include, but are not limited to, the amount and timing of future cash flows, growth rates, discount rates and useful lives. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill. See Note 2 to the Consolidated Financial Statements for further information about goodwill.​Goodwill​Our goodwill totaled $2.6 billion as of January 31, 2026. We review goodwill for impairment in the fourth quarter of each year and also upon the occurrence of triggering events. We perform reviews of each of our operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a multiple of earnings, or discounted projected future cash flows, and we compare fair value to the carrying value of a reporting unit for purposes of identifying potential impairment. We base projected future cash flows on management’s knowledge of the current operating environment and expectations for the future. We recognize goodwill impairment for any excess of a reporting unit's carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.​The annual evaluation of goodwill performed in 2025, 2024 and 2023 did not result in impairment for any of our reporting units. Based on current and future expected cash flows, we believe additional goodwill impairments are not reasonably likely. A 10% reduction in fair value of our reporting units would not indicate a potential for impairment of our goodwill balance. ​38 Impairments of Long-Lived Assets​We monitor the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific asset groups, to the carrying value for those asset groups. If we identify impairment for long-lived assets to be held and used, we compare the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. We record impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. We recorded asset impairment and related charges totaling $2.7 billion for 2025. This includes store closure costs of $100 million, $77 million net of tax, related to the planned closing of approximately 60 stores, impairment of intangible assets of $50 million, $34 million net of tax, related to classifying a certain subsidiary as held for sale and charges of $2.5 billion, $1.9 billion net of tax, related to our fulfillment network not meeting operational or financial expectations, the planned closing of three automated fulfillment facilities and the cancellation of a planned site (see Note 19 to the Consolidated Financial Statements for additional details). We recorded asset impairments in the normal course of business totaling $98 million in 2024, which includes $25 million, $19 million net of tax, for property losses. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as OG&A expense.​The factors that most significantly affect the impairment calculation are our estimates of future cash flows. Our cash flow projections look several years into the future and include assumptions on variables such as inflation, the economy and competition. Application of alternative assumptions and definitions, such as reviewing long-lived assets for impairment at a different level, could produce significantly different results.​Business Combinations​We account for business combinations using the acquisition method of accounting. All the assets acquired, liabilities assumed and amounts attributable to noncontrolling interests are recorded at their respective fair values at the date of acquisition once we obtain control of an entity. The determination of fair values of identifiable assets and liabilities involves estimates and the use of valuation techniques when market value is not readily available. We use various techniques to determine fair value in such instances, including the income approach. Significant estimates used in determining fair value include, but are not limited to, the amount and timing of future cash flows, growth rates, discount rates and useful lives. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill. See Note 2 to the Consolidated Financial Statements for further information about goodwill.​Goodwill​Our goodwill totaled $2.6 billion as of January 31, 2026. We review goodwill for impairment in the fourth quarter of each year and also upon the occurrence of triggering events. We perform reviews of each of our operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a multiple of earnings, or discounted projected future cash flows, and we compare fair value to the carrying value of a reporting unit for purposes of identifying potential impairment. We base projected future cash flows on management’s knowledge of the current operating environment and expectations for the future. We recognize goodwill impairment for any excess of a reporting unit's carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.​The annual evaluation of goodwill performed in 2025, 2024 and 2023 did not result in impairment for any of our reporting units. Based on current and future expected cash flows, we believe additional goodwill impairments are not reasonably likely. A 10% reduction in fair value of our reporting units would not indicate a potential for impairment of our goodwill balance. ​ Impairments of Long-Lived Assets ​ We monitor the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific asset groups, to the carrying value for those asset groups. If we identify impairment for long-lived assets to be held and used, we compare the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. We record impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. We recorded asset impairment and related charges totaling $2.7 billion for 2025. This includes store closure costs of $100 million, $77 million net of tax, related to the planned closing of approximately 60 stores, impairment of intangible assets of $50 million, $34 million net of tax, related to classifying a certain subsidiary as held for sale and charges of $2.5 billion, $1.9 billion net of tax, related to our fulfillment network not meeting operational or financial expectations, the planned closing of three automated fulfillment facilities and the cancellation of a planned site (see Note 19 to the Consolidated Financial Statements for additional details). We recorded asset impairments in the normal course of business totaling $98 million in 2024, which includes $25 million, $19 million net of tax, for property losses. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as OG&A expense. ​ The factors that most significantly affect the impairment calculation are our estimates of future cash flows. Our cash flow projections look several years into the future and include assumptions on variables such as inflation, the economy and competition. Application of alternative assumptions and definitions, such as reviewing long-lived assets for impairment at a different level, could produce significantly different results. ​ Business Combinations ​ We account for business combinations using the acquisition method of accounting. All the assets acquired, liabilities assumed and amounts attributable to noncontrolling interests are recorded at their respective fair values at the date of acquisition once we obtain control of an entity. The determination of fair values of identifiable assets and liabilities involves estimates and the use of valuation techniques when market value is not readily available. We use various techniques to determine fair value in such instances, including the income approach. Significant estimates used in determining fair value include, but are not limited to, the amount and timing of future cash flows, growth rates, discount rates and useful lives. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill. See Note 2 to the Consolidated Financial Statements for further information about goodwill. ​ Goodwill ​ Our goodwill totaled $2.6 billion as of January 31, 2026. We review goodwill for impairment in the fourth quarter of each year and also upon the occurrence of triggering events. We perform reviews of each of our operating divisions and other consolidated entities (collectively, “reporting units”) that have goodwill balances. Generally, fair value is determined using a multiple of earnings, or discounted projected future cash flows, and we compare fair value to the carrying value of a reporting unit for purposes of identifying potential impairment. We base projected future cash flows on management’s knowledge of the current operating environment and expectations for the future. We recognize goodwill impairment for any excess of a reporting unit's carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ​ The annual evaluation of goodwill performed in 2025, 2024 and 2023 did not result in impairment for any of our reporting units. Based on current and future expected cash flows, we believe additional goodwill impairments are not reasonably likely. A 10% reduction in fair value of our reporting units would not indicate a potential for impairment of our goodwill balance. ​ 38 38 38 For additional information relating to our results of the goodwill impairment reviews performed during 2025, 2024 and 2023, see Note 2 to the Consolidated Financial Statements.​The impairment review requires the extensive use of management judgment and financial estimates. Application of alternative estimates and assumptions could produce significantly different results. The cash flow projections embedded in our goodwill impairment reviews can be affected by several factors such as inflation, business valuations in the market, the economy, competition and our ability to successfully integrate recently acquired businesses.​Multi-Employer Pension Plans​We contribute to various multi-employer pension plans based on obligations arising from collective bargaining agreements. These multi-employer pension plans provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed in equal number by employers and unions. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans.​We recognize expense in connection with these plans as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. We made cash contributions to these plans of $496 million in 2025, $398 million in 2024 and $635 million in 2023. The increase in 2025, compared to 2024, is due to an increase in required contributions to the UFCW Consolidated Pension Plan, primarily due to the exhaustion of prefunding credits that originated from incremental contributions we made to this plan in prior years. The decrease in 2024, compared to 2023, is due to the fulfillment of contractually obligated payments related to our commitments established when restructuring the UFCW International Union-Industry Variable Annuity Pension Plan agreement.​We continue to evaluate and address our potential exposure to under-funded multi-employer pension plans as it relates to our associates who are beneficiaries of these plans. These under-fundings are not our liability. When an opportunity arises that is economically feasible and beneficial to us and our associates, we may negotiate the restructuring of under-funded multi-employer pension plan obligations to help stabilize associates’ future benefits and become the fiduciary of the assets of the restructured multi-employer pension plan. The commitments from these restructurings do not change our debt profile as it relates to our credit rating since these off-balance sheet commitments are typically considered in our investment grade debt rating. We are currently designated as the named fiduciary of the UFCW Consolidated Pension Plan and the International Brotherhood of Teamsters (“IBT”) Consolidated Pension Fund and have sole investment authority over these assets. As we continue to work to find solutions to under-funded multi-employer pension plans, it is possible we could incur withdrawal liabilities for certain funds. ​Based on the most recent information available to us, we believe the present value of actuarially accrued liabilities in most of these multi-employer plans exceeds the value of the assets held in trust to pay benefits, and we expect that our contributions to most of these funds will increase over the next few years. We have attempted to estimate the amount by which these liabilities exceed the assets, (i.e., the amount of underfunding), as of December 31, 2025. Because we are only one of a number of employers contributing to these plans, we also have attempted to estimate the ratio of our contributions to the total of all contributions to these plans in a year as a way of assessing our “share” of the underfunding. Nonetheless, the underfunding is not a direct obligation or liability of ours or of any employer. ​As of December 31, 2025, we estimate our share of the underfunding of multi-employer pension plans to which we contribute was approximately $1.2 billion, $942 million net of tax. As of December 31, 2024, we estimate our share of the underfunding of multi-employer pension plans to which we contribute was approximately $1.9 billion, $1.4 billion net of tax. This represents a decrease in the estimated amount of underfunding of approximately $630 million, $482 million net of tax, as of December 31, 2025. The decrease in the amount of underfunding is primarily attributable to higher expected returns on assets in the funds as well as the receipt of American Rescue Plan Act (“ARP Act”) funding. Our estimate is based on the most current information available to us including actuarial evaluations and other data (that include the estimates of others), and such information may be outdated or otherwise unreliable.​39 For additional information relating to our results of the goodwill impairment reviews performed during 2025, 2024 and 2023, see Note 2 to the Consolidated Financial Statements.​The impairment review requires the extensive use of management judgment and financial estimates. Application of alternative estimates and assumptions could produce significantly different results. The cash flow projections embedded in our goodwill impairment reviews can be affected by several factors such as inflation, business valuations in the market, the economy, competition and our ability to successfully integrate recently acquired businesses.​Multi-Employer Pension Plans​We contribute to various multi-employer pension plans based on obligations arising from collective bargaining agreements. These multi-employer pension plans provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed in equal number by employers and unions. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans.​We recognize expense in connection with these plans as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. We made cash contributions to these plans of $496 million in 2025, $398 million in 2024 and $635 million in 2023. The increase in 2025, compared to 2024, is due to an increase in required contributions to the UFCW Consolidated Pension Plan, primarily due to the exhaustion of prefunding credits that originated from incremental contributions we made to this plan in prior years. The decrease in 2024, compared to 2023, is due to the fulfillment of contractually obligated payments related to our commitments established when restructuring the UFCW International Union-Industry Variable Annuity Pension Plan agreement.​We continue to evaluate and address our potential exposure to under-funded multi-employer pension plans as it relates to our associates who are beneficiaries of these plans. These under-fundings are not our liability. When an opportunity arises that is economically feasible and beneficial to us and our associates, we may negotiate the restructuring of under-funded multi-employer pension plan obligations to help stabilize associates’ future benefits and become the fiduciary of the assets of the restructured multi-employer pension plan. The commitments from these restructurings do not change our debt profile as it relates to our credit rating since these off-balance sheet commitments are typically considered in our investment grade debt rating. We are currently designated as the named fiduciary of the UFCW Consolidated Pension Plan and the International Brotherhood of Teamsters (“IBT”) Consolidated Pension Fund and have sole investment authority over these assets. As we continue to work to find solutions to under-funded multi-employer pension plans, it is possible we could incur withdrawal liabilities for certain funds. ​Based on the most recent information available to us, we believe the present value of actuarially accrued liabilities in most of these multi-employer plans exceeds the value of the assets held in trust to pay benefits, and we expect that our contributions to most of these funds will increase over the next few years. We have attempted to estimate the amount by which these liabilities exceed the assets, (i.e., the amount of underfunding), as of December 31, 2025. Because we are only one of a number of employers contributing to these plans, we also have attempted to estimate the ratio of our contributions to the total of all contributions to these plans in a year as a way of assessing our “share” of the underfunding. Nonetheless, the underfunding is not a direct obligation or liability of ours or of any employer. ​As of December 31, 2025, we estimate our share of the underfunding of multi-employer pension plans to which we contribute was approximately $1.2 billion, $942 million net of tax. As of December 31, 2024, we estimate our share of the underfunding of multi-employer pension plans to which we contribute was approximately $1.9 billion, $1.4 billion net of tax. This represents a decrease in the estimated amount of underfunding of approximately $630 million, $482 million net of tax, as of December 31, 2025. The decrease in the amount of underfunding is primarily attributable to higher expected returns on assets in the funds as well as the receipt of American Rescue Plan Act (“ARP Act”) funding. Our estimate is based on the most current information available to us including actuarial evaluations and other data (that include the estimates of others), and such information may be outdated or otherwise unreliable.​ For additional information relating to our results of the goodwill impairment reviews performed during 2025, 2024 and 2023, see Note 2 to the Consolidated Financial Statements. ​ The impairment review requires the extensive use of management judgment and financial estimates. Application of alternative estimates and assumptions could produce significantly different results. The cash flow projections embedded in our goodwill impairment reviews can be affected by several factors such as inflation, business valuations in the market, the economy, competition and our ability to successfully integrate recently acquired businesses. ​ Multi-Employer Pension Plans ​ We contribute to various multi-employer pension plans based on obligations arising from collective bargaining agreements. These multi-employer pension plans provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed in equal number by employers and unions. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans. ​ We recognize expense in connection with these plans as contributions are funded or when commitments are probable and reasonably estimable, in accordance with GAAP. We made cash contributions to these plans of $496 million in 2025, $398 million in 2024 and $635 million in 2023. The increase in 2025, compared to 2024, is due to an increase in required contributions to the UFCW Consolidated Pension Plan, primarily due to the exhaustion of prefunding credits that originated from incremental contributions we made to this plan in prior years. The decrease in 2024, compared to 2023, is due to the fulfillment of contractually obligated payments related to our commitments established when restructuring the UFCW International Union-Industry Variable Annuity Pension Plan agreement. ​ We continue to evaluate and address our potential exposure to under-funded multi-employer pension plans as it relates to our associates who are beneficiaries of these plans. These under-fundings are not our liability. When an opportunity arises that is economically feasible and beneficial to us and our associates, we may negotiate the restructuring of under-funded multi-employer pension plan obligations to help stabilize associates’ future benefits and become the fiduciary of the assets of the restructured multi-employer pension plan. The commitments from these restructurings do not change our debt profile as it relates to our credit rating since these off-balance sheet commitments are typically considered in our investment grade debt rating. We are currently designated as the named fiduciary of the UFCW Consolidated Pension Plan and the International Brotherhood of Teamsters (“IBT”) Consolidated Pension Fund and have sole investment authority over these assets. As we continue to work to find solutions to under-funded multi-employer pension plans, it is possible we could incur withdrawal liabilities for certain funds. ​ Based on the most recent information available to us, we believe the present value of actuarially accrued liabilities in most of these multi-employer plans exceeds the value of the assets held in trust to pay benefits, and we expect that our contributions to most of these funds will increase over the next few years. We have attempted to estimate the amount by which these liabilities exceed the assets, (i.e., the amount of underfunding), as of December 31, 2025. Because we are only one of a number of employers contributing to these plans, we also have attempted to estimate the ratio of our contributions to the total of all contributions to these plans in a year as a way of assessing our “share” of the underfunding. Nonetheless, the underfunding is not a direct obligation or liability of ours or of any employer. ​ As of December 31, 2025, we estimate our share of the underfunding of multi-employer pension plans to which we contribute was approximately $1.2 billion, $942 million net of tax. As of December 31, 2024, we estimate our share of the underfunding of multi-employer pension plans to which we contribute was approximately $1.9 billion, $1.4 billion net of tax. This represents a decrease in the estimated amount of underfunding of approximately $630 million, $482 million net of tax, as of December 31, 2025. The decrease in the amount of underfunding is primarily attributable to higher expected returns on assets in the funds as well as the receipt of American Rescue Plan Act (“ARP Act”) funding. Our estimate is based on the most current information available to us including actuarial evaluations and other data (that include the estimates of others), and such information may be outdated or otherwise unreliable. ​ 39 39 39 We have made and disclosed this estimate not because this underfunding is a direct liability of ours. Rather, we believe the underfunding is likely to have important consequences. In the event we were to exit certain markets or otherwise cease making contributions to these plans, we could trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated, in accordance with GAAP. ​The amount of underfunding described above is an estimate and could change based on contract negotiations, returns on the assets held in the multi-employer pension plans, benefit payments or future restructuring agreements. The amount could decline, and our future expense would be favorably affected, if the values of the assets held in the trust significantly increase or if further changes occur through collective bargaining, trustee action or favorable legislation. On the other hand, our share of the underfunding could increase, and our future expense could be adversely affected if the asset values decline, if employers currently contributing to these funds cease participation or if changes occur through collective bargaining, trustee action or adverse legislation. We continue to evaluate our potential exposure to under-funded multi-employer pension plans. Although these liabilities are not a direct obligation or liability of ours, any commitments to fund certain multi-employer pension plans will be expensed when our commitment is probable and an estimate can be made.​Under the ARP Act, eligible multi-employer plans can apply to receive a cash payment in the amount needed to pay pension benefits through the plan year ending 2051. At the end of 2025, we expect a certain multi-employer pension plan in which we participate, for which our estimated share of underfunding is approximately $38 million, $29 million net of tax, to receive funding in 2026, which may reduce a portion of our share of unfunded multi-employer pension plan liabilities.​See Note 15 to the Consolidated Financial Statements for more information relating to our participation in these multi-employer pension plans.​NEW ACCOUNTING STANDARDS​Refer to Note 20 and Note 21 to the Consolidated Financial Statements for recently adopted accounting standards and recently issued accounting standards not yet adopted as of January 31, 2026.​LIQUIDITY AND CAPITAL RESOURCES​Cash Flow Information​The following table summarizes our net (decrease) increase in cash and temporary cash investments for 2025 and 2024:​​​​​​​​ ​ ​ ​​​​Fiscal Year​​2025​2024Net cash provided by (used by)​​​​​​Operating activities​$ 7,311​$ 5,794Investing activities​​ (3,914)​​ (3,228)Financing activities​​ (4,022)​​ (490)Net (decrease) increase in cash and temporary cash investments​$ (625)​$ 2,076​​40 We have made and disclosed this estimate not because this underfunding is a direct liability of ours. Rather, we believe the underfunding is likely to have important consequences. In the event we were to exit certain markets or otherwise cease making contributions to these plans, we could trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated, in accordance with GAAP. ​The amount of underfunding described above is an estimate and could change based on contract negotiations, returns on the assets held in the multi-employer pension plans, benefit payments or future restructuring agreements. The amount could decline, and our future expense would be favorably affected, if the values of the assets held in the trust significantly increase or if further changes occur through collective bargaining, trustee action or favorable legislation. On the other hand, our share of the underfunding could increase, and our future expense could be adversely affected if the asset values decline, if employers currently contributing to these funds cease participation or if changes occur through collective bargaining, trustee action or adverse legislation. We continue to evaluate our potential exposure to under-funded multi-employer pension plans. Although these liabilities are not a direct obligation or liability of ours, any commitments to fund certain multi-employer pension plans will be expensed when our commitment is probable and an estimate can be made.​Under the ARP Act, eligible multi-employer plans can apply to receive a cash payment in the amount needed to pay pension benefits through the plan year ending 2051. At the end of 2025, we expect a certain multi-employer pension plan in which we participate, for which our estimated share of underfunding is approximately $38 million, $29 million net of tax, to receive funding in 2026, which may reduce a portion of our share of unfunded multi-employer pension plan liabilities.​See Note 15 to the Consolidated Financial Statements for more information relating to our participation in these multi-employer pension plans.​NEW ACCOUNTING STANDARDS​Refer to Note 20 and Note 21 to the Consolidated Financial Statements for recently adopted accounting standards and recently issued accounting standards not yet adopted as of January 31, 2026.​LIQUIDITY AND CAPITAL RESOURCES​Cash Flow Information​The following table summarizes our net (decrease) increase in cash and temporary cash investments for 2025 and 2024:​​​​​​​​ ​ ​ ​​​​Fiscal Year​​2025​2024Net cash provided by (used by)​​​​​​Operating activities​$ 7,311​$ 5,794Investing activities​​ (3,914)​​ (3,228)Financing activities​​ (4,022)​​ (490)Net (decrease) increase in cash and temporary cash investments​$ (625)​$ 2,076​​ We have made and disclosed this estimate not because this underfunding is a direct liability of ours. Rather, we believe the underfunding is likely to have important consequences. In the event we were to exit certain markets or otherwise cease making contributions to these plans, we could trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated, in accordance with GAAP. ​ The amount of underfunding described above is an estimate and could change based on contract negotiations, returns on the assets held in the multi-employer pension plans, benefit payments or future restructuring agreements. The amount could decline, and our future expense would be favorably affected, if the values of the assets held in the trust significantly increase or if further changes occur through collective bargaining, trustee action or favorable legislation. On the other hand, our share of the underfunding could increase, and our future expense could be adversely affected if the asset values decline, if employers currently contributing to these funds cease participation or if changes occur through collective bargaining, trustee action or adverse legislation. We continue to evaluate our potential exposure to under-funded multi-employer pension plans. Although these liabilities are not a direct obligation or liability of ours, any commitments to fund certain multi-employer pension plans will be expensed when our commitment is probable and an estimate can be made. ​ Under the ARP Act, eligible multi-employer plans can apply to receive a cash payment in the amount needed to pay pension benefits through the plan year ending 2051. At the end of 2025, we expect a certain multi-employer pension plan in which we participate, for which our estimated share of underfunding is approximately $38 million, $29 million net of tax, to receive funding in 2026, which may reduce a portion of our share of unfunded multi-employer pension plan liabilities. ​ See Note 15 to the Consolidated Financial Statements for more information relating to our participation in these multi-employer pension plans. ​" }, { "status": "UNCHANGED", "current_title": "LIQUIDITY AND CAPITAL RESOURCES", "prior_title": "LIQUIDITY AND CAPITAL RESOURCES", "current_body": "​ Cash Flow Information ​ The following table summarizes our net (decrease) increase in cash and temporary cash investments for 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Basis for Opinions", "prior_title": "Basis for Opinions", "current_body": "The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. ​ 51 51 51 Definition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Critical Audit MattersThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Litigation Contingencies Related to Opioid Claims and Merger TerminationAs described in Notes 12 and 18 to the consolidated financial statements, various claims and lawsuits arising in the normal course of business, including personal injury, contract disputes, employment discrimination, wage and hour and other regulatory claims are pending against the Company. Management continually evaluates the Company’s exposure to loss contingencies arising from pending or threatened litigation and believes the Company has made provisions where it is reasonably possible to estimate and when an adverse outcome is probable. The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to create a public nuisance through the distribution and dispensing of opioids. On September 8, 2023, the Company announced that it reached an agreement in principle with plaintiffs to settle the majority of opioid claims that have been or could be brought against the Company by states in which it operates, subdivisions, and Native American tribes. On October 31, 2024, the Company determined that there is sufficient participation in the settlement by states and subdivisions and elected to proceed with the settlement. The settlement with states and subdivisions became effective on December 30, 2024, and the settlement with Native American tribes became effective on September 26, 2025. As of January 31, 2026, the Company has recorded $132 million and $981 million of the estimated settlement liability in other current liabilities and other long-term liabilities, respectively. Additionally, on December 10, 2024, Albertsons sued the Company for alleged breaches of the merger agreement and the implied covenant of good faith and fair dealing. Albertsons seeks payment of a $600 million termination fee that Albertsons alleges it is owed under the merger agreement, as well as additional damages. On March 17, 2025, the Company filed an answer denying the allegations in Albertsons’s complaint, and also filed counterclaims that seek recovery for breaches of the merger agreement by Albertsons.​52 Definition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Critical Audit MattersThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Litigation Contingencies Related to Opioid Claims and Merger TerminationAs described in Notes 12 and 18 to the consolidated financial statements, various claims and lawsuits arising in the normal course of business, including personal injury, contract disputes, employment discrimination, wage and hour and other regulatory claims are pending against the Company. Management continually evaluates the Company’s exposure to loss contingencies arising from pending or threatened litigation and believes the Company has made provisions where it is reasonably possible to estimate and when an adverse outcome is probable. The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to create a public nuisance through the distribution and dispensing of opioids. On September 8, 2023, the Company announced that it reached an agreement in principle with plaintiffs to settle the majority of opioid claims that have been or could be brought against the Company by states in which it operates, subdivisions, and Native American tribes. On October 31, 2024, the Company determined that there is sufficient participation in the settlement by states and subdivisions and elected to proceed with the settlement. The settlement with states and subdivisions became effective on December 30, 2024, and the settlement with Native American tribes became effective on September 26, 2025. As of January 31, 2026, the Company has recorded $132 million and $981 million of the estimated settlement liability in other current liabilities and other long-term liabilities, respectively. Additionally, on December 10, 2024, Albertsons sued the Company for alleged breaches of the merger agreement and the implied covenant of good faith and fair dealing. Albertsons seeks payment of a $600 million termination fee that Albertsons alleges it is owed under the merger agreement, as well as additional damages. On March 17, 2025, the Company filed an answer denying the allegations in Albertsons’s complaint, and also filed counterclaims that seek recovery for breaches of the merger agreement by Albertsons.​" }, { "status": "UNCHANGED", "current_title": "CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY", "prior_title": "CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY", "current_body": "​ Years Ended January 31, 2026, February 1, 2025 and February 3, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "NEW ACCOUNTING STANDARDS", "prior_title": "NEW ACCOUNTING STANDARDS", "current_body": "​ Refer to Note 20 and Note 21 to the Consolidated Financial Statements for recently adopted accounting standards and recently issued accounting standards not yet adopted as of January 31, 2026. ​" }, { "status": "UNCHANGED", "current_title": "(in millions)", "prior_title": "(in millions)", "current_body": "First period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 9, 2025 to December 6, 2025 8,167,017 ​ $ 66.66 8,166,077 ​ $ 1,245 ​ Second period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 7, 2025 to January 3, 2026 8,958,313 ​ $ 63.35 8,952,475 ​ $ 2,685 ​ Third period - four weeks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 4, 2026 to January 31, 2026 10,599,646 ​ $ 62.66 10,599,646 ​ $ 2,028 ​ Total 27,724,976 ​ $ 64.06 27,718,198 ​ $ 2,028 ​ ​ ITEM 6. RESERVED. ​ Not applicable. ​ ​ 23 23 23 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended February 1, 2025, which provides additional information on comparisons of fiscal years 2024 and 2023.​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 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 retail media. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on our top priorities 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 various ways to generate net earnings growth. ​We believe 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 plan to invest in major storing projects that allow us to increase both in-store and eCommerce 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 our business and modernizing our ways of working. Together, we expect these will enable us to improve operating margin, while balancing strategic price investments for customers and investments in associates to improve customer experience. ​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 returning to 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.​24 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.​The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended February 1, 2025, which provides additional information on comparisons of fiscal years 2024 and 2023.​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 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 retail media. In turn, the value generated from these businesses enables us to reinvest back into our retail business. ​We are focused on our top priorities 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 various ways to generate net earnings growth. ​We believe 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 plan to invest in major storing projects that allow us to increase both in-store and eCommerce 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 our business and modernizing our ways of working. Together, we expect these will enable us to improve operating margin, while balancing strategic price investments for customers and investments in associates to improve customer experience. ​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 returning to 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.​ ITEM 7." }, { "status": "UNCHANGED", "current_title": "MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.", "prior_title": "MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.", "current_body": "​ The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part I of this Annual Report on Form 10-K. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended February 1, 2025, which provides additional information on comparisons of fiscal years 2024 and 2023. ​" }, { "status": "UNCHANGED", "current_title": "Opinions on the Financial Statements and Internal Control over Financial Reporting", "prior_title": "Opinions on the Financial Statements and Internal Control over Financial Reporting", "current_body": "We have audited the accompanying consolidated balance sheets of The Kroger Co. and its subsidiaries (the \"Company\") as of January 31, 2026 and February 1, 2025, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the \"consolidated financial statements\"). We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO." } ] }