Kroger (KR) risk factors, FY2026 10-K

Kroger's FY2026 10-K, filed Mar 31, 2026, lists 117 risk factors. Against the prior year's 121: 15 new, 19 dropped, 75 substantially reworded.

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Risk factors listed
1170 groups
New this year
15vs 121 last year
Dropped
19since the prior 10-K
Substantially reworded
75of those kept
Section length
43k wordsItem 1A

What the changes say

  • Kroger incurred $2.5 billion in fulfillment network impairment and related charges impacting operating results. eCommerce sales grew 16% in 2025, driven by strong demand for delivery solutions.
  • The company reduced finance lease liabilities through a cash termination payment to Ocado.

What changed since the prior 10-K

New

  • New

    (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

    Identical sales excluding fuel were adjusted to exclude stores involved in labor disputes in Colorado.

  • New

    Merchandising and Our Brands

    Our Brands products generated over $39 billion in sales, supported by 33 company-owned food production plants.

  • New

    (3) The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra Week

    eCommerce sales increased 16% in 2025, driven by strong demand for delivery solutions across stores, fulfillment centers, and third-party platforms.

  • New

    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

    The LIFO charge increased to $157 million in 2025 due to higher product cost inflation compared to 2024.

  • New

    Total supermarket square footage (in millions)

    Total debt decreased by $339 million to $17.6 billion primarily due to lower finance lease obligations from the Ocado cash termination payment.

  • New

    (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

    Definite-lived intangible assets decreased due to the sale of Vitacost.com and the classification of a subsidiary as held for sale.

  • New

    Accumulated depreciation and amortization for leased property under finance leases was $ 1,038 at January 31, 2026 and $ 915 at February 1, 2025

    Cloud computing capitalized implementation costs totaled $246 million net of accumulated amortization.

  • New

    (1) State taxes in Oregon and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category for 2025

    State taxes in Oregon and Tennessee formed the majority of the state tax effect in 2025.

  • New

    As of January 31, 2026, deferred tax assets of $ 11 are included in “Other Assets” in the Company’s Consolidated Balance Sheets

    State net operating loss carryforwards totaled $1.65 billion expiring through 2045, with a valuation allowance recorded against certain deferred tax assets.

  • New

    As of January 31, 2026, the years ended January 29, 2022 and forward remain open for review for federal income tax purposes

    Senior notes totaling $10,500 million were issued in 2024 for the proposed Albertsons merger and $4,700 million were subsequently repaid following the merger termination.

  • New

    Most of the Company’s outstanding publicly issued debt is subject to early redemption at varying times and premiums, at the option of the Company

    Most outstanding publicly issued debt is subject to early redemption at varying times and premiums at the company's option.

  • New

    (3) The total finance lease liabilities decreased primarily due to the cash termination payment to Ocado of approximately $ 350 for the closure and cancellation of certain fulfillment centers (see Note 19 for additional details)

    Finance lease liabilities decreased primarily due to an approximately $350 million cash termination payment to Ocado for fulfillment center closures.

  • New

    (1) In 2025, financing cash flows from finance leases includes cash termination payment of $ 246 made to Ocado for the closure and cancellation of certain fulfillment centers

  • New

    (3) In 2025, impairment of finance lease assets includes $ 948 related to the Company’s automated fulfillment network (see Note 19 for additional details)

  • New

    19. FULFILLMENT NETWORK ASSET IMPAIRMENT AND RELATED CHARGES

Dropped

  • Dropped

    (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

  • Dropped

    Seamless Digital Ecosystem

  • Dropped

    Merchandising and Manufacturing

  • Dropped

    (7) The pre-tax adjustment for property losses was $25

  • Dropped

    (3) This column represents the percentage change in 2023 adjusted sales compared to 2022

  • Dropped

    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

  • Dropped

    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

    Covered 68.4 million common shares repurchased for $4,194 million including excise tax.

  • Dropped

    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

  • Dropped

    Approximately $97 and $104 net book value of property, plant and equipment collateralized certain mortgages at February 1, 2025 and February 3, 2024 respectively

    Described digital shopping options including Pickup, Delivery, and Ship at 2,412 supermarkets.

  • Dropped

    In 2023, the Company repaid $600 of senior notes bearing an interest rate of 3.85% and $500 of senior notes bearing an interest rate of 4.00%, all using cash on hand

    Stated Our Brands represented over $32 billion of sales in 2024 from 33 food production plants.

  • Dropped

    The amounts of Gain/(Loss) reclassified from AOCI into income on derivatives include unamortized proceeds and payments from forward-starting interest rate swaps once classified as cash flow hedges that were terminated prior to the end of 2024

  • Dropped

    Collateral is generally not required of the counterparties or of the Company under these master netting agreements. As of February 1, 2025, no cash collateral was received or pledged under the master netting agreements

  • Dropped

    (1) Finance lease assets are recorded net of accumulated amortization of $915 and $730 as of February 1, 2025 and February 3, 2024, respectively

  • Dropped

    (1) In 2024, the Company entered into sale leaseback transactions related to five properties, which resulted in total proceeds of $52. In 2023, the Company entered into sale leaseback transactions related to nine properties, which resulted in total proceeds of $52

    Listed pre-tax adjustments for property losses, merger costs, and opioid settlement charges.

  • Dropped

    Net periodic benefit cost

  • Dropped

    (2) Expenses in gross include advertising costs, warehousing costs, including receiving and inspection costs, and transportation costs

    Detailed digital sales definitions and percentage changes for 2023 compared to 2022.

  • Dropped

    EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

  • Dropped

    Agreement and Plan of Merger, dated as of October 13, 2022, by and among the Company, Parent and Merger Sub, is hereby incorporated by reference to Exhibit 2.1 of the Company’s 8-K filed with the SEC on October 14, 2022

  • Dropped

    Term Loan agreement, dated as of November 9, 2022, by and among The Kroger Co., the lenders from time to time party thereto, and Citibank, N.A., as administrative agent for the lenders, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2022

    Explained FIFO gross margin calculations and 2024 rate changes excluding fuel and extra week.

Reworded

  • 100% rewritten

    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

    Replaced debt portfolio contractual maturity tables with a general policy description of interest rate derivative usage and hedging practices.

  • 100% rewritten

    Company-Sponsored Benefit Plans

    Replaced detailed descriptions of defined benefit plans and liability-driven investment strategy with general plan administration and healthcare benefit information.

  • 100% rewritten

    COMPANY- SPONSORED BENEFIT PLANS

    Swapped defined benefit plan administration details with the specific liability-driven investment strategy and $2.3 billion in pension investment assets.

    Was: Company-Sponsored Benefit Plans

  • 98% rewritten

    Net cash provided by operating activities

    Updated operating cash flow discussion from 2024 figures of $5.8 billion to 2025 figures of $7.3 billion, adding fulfillment network impairment impacts.

  • 95% rewritten

    PROPERTY, PLANT AND EQUIPMENT, NET

    Updated property, plant and equipment asset line items and accumulated depreciation figures to reflect year-end 2025 balances.

  • 93% rewritten

    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

    Updated deferred tax asset and liability temporary difference tables for 2025, including valuation allowances and operating lease assets.

    Was: The 2022 tax rate differed from the federal statutory rate due to the effect of state income taxes and non-deductible goodwill impairment charges related to Vitacost.com, partially offset by the benefits from share-based payments and the utilization of tax credits

  • 92% rewritten

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

    Replaced the equity compensation plan table with a formal incorporation by reference to the 2026 proxy statement.

  • 91% rewritten

    Depreciation and Amortization Expense

    Updated depreciation and amortization expense commentary to attribute rate changes to the Kroger Specialty Pharmacy sale and fulfillment network impairment charges.

  • 90% rewritten

    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

    Was: 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

  • 87% rewritten

    Operating Profit and FIFO Operating Profit

  • 86% rewritten

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

  • 84% rewritten

    As of January 31, 2026, February 1, 2025, and February 3, 2024 the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $ 57 , $ 70 , and $ 62 respectively

    Was: As of February 1, 2025, February 3, 2024, and January 28, 2023 the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $70, $62, and $66, respectively

  • 84% rewritten

    As of January 31, 2026 and February 1, 2025, the Company had no commercial paper borrowings and no borrowings under the Credit Agreement

    Was: As of February 1, 2025 and February 3, 2024, the Company had no commercial paper borrowings and no borrowings under the Credit Agreement

  • 83% rewritten

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

    Was: Net earnings for 2022 include the following, which we define as the “2022 Adjusted Items:”

  • 83% rewritten

    Net cash used by investing activities

  • 81% rewritten

    Net cash used by financing activities

  • 78% rewritten

    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

  • 77% rewritten

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

  • 76% rewritten

    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

  • 75% rewritten

    Multi-Employer Pension Plans

  • 75% rewritten

    Gross Margin, LIFO and FIFO Gross Margin

  • 74% rewritten

    (6) 2024, 2023 and 2023 Adjusted sales by category have been reclassified to conform to the 2025 presentation

    Was: (6) 2023, 2023 adjusted and 2022 sales by category amounts have been reclassified to conform to the 2024 presentation

  • 73% rewritten

    GOODWILL AND INTANGIBLE ASSETS

  • 72% rewritten

    Description of Securities. Incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020

  • 70% rewritten

    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

  • 69% rewritten

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

  • 68% rewritten

    (5) The plan was formed after 2006 and therefore is not subject to zone status certifications

  • 67% rewritten

    Current and Long-term Debt

  • 67% rewritten

    21. RECENTLY ISSUED ACCOUNTING STANDARDS

    Was: 20. RECENTLY ISSUED ACCOUNTING STANDARDS

  • 67% rewritten

    The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto

  • 66% rewritten

    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

  • 66% rewritten

    Common Stock Repurchase Program

  • 61% rewritten

    The Company had combined undistributed and distributed earnings to participating securities totaling $ 7 , $ 20 and $ 18 in 2025, 2024 and 2023, respectively

    Was: The Company had combined undistributed and distributed earnings to participating securities totaling $20, $18 and $20 in 2024, 2023 and 2022, respectively

  • 60% rewritten

    20. RECENTLY ADOPTED ACCOUNTING STANDARDS

    Was: 19. RECENTLY ADOPTED ACCOUNTING STANDARDS

  • 59% rewritten

    In 2024, the Company fully exited its position in a Level 1 equity investment, receiving proceeds totaling approximately $ 303 , resulting in a realized gain of $ 23 , which is included in “(Loss) gain on investments” in the Company’s Consolidated Statements of Operations

  • 57% rewritten

    Litigation Contingencies Related to Opioid Claims and Merger Termination

  • 57% rewritten

    (principal executive officer)

  • 57% rewritten

    Common Share Repurchase Programs

  • 55% rewritten

    The Company values interest rate hedges using observable forward yield curves. These forward yield curves are classified as Level 2 inputs

  • 55% rewritten

    LEASES AND LEASE-FINANCED TRANSACTIONS

  • 54% rewritten

    (3) Represents shares repurchased under the December 2024 Repurchase Program and the 1999 Repurchase Program

  • 54% rewritten

    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

  • 53% rewritten

    Gift Cards and Gift Certificates

  • 51% rewritten

    (3) Net of tax of $( 1 ) and $ 1 for pension and postretirement defined benefit plans and cash flow hedging activities, respectively, as of February 1, 2025. Net of tax of $ 1 and $ 2 for pension and postretirement defined benefit plans and cash flow hedging activities, respectively, as of January 31, 2026

    Was: (3) Net of tax of $(3) and $2 for pension and postretirement defined benefit plans and cash flow hedging activities, respectively, as of February 3, 2024. Net of tax of $(1) and $1 for pension and postretirement defined benefit plans and cash flow hedging activities, respectively, as of February 1, 2025

  • 51% rewritten

    Total recognized in net periodic benefit cost and other comprehensive income

  • 50% rewritten

    Level 3 - Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing an asset or liability

  • 50% rewritten

    As of January 31, 2026 and February 1, 2025, the Company had $ 277 and $ 294 in “Accounts payable,” respectively, associated with financing arrangements

    Was: As of February 1, 2025 and February 3, 2024, the Company had $294 and $325 in “Accounts payable,” respectively, associated with financing arrangements

  • 50% rewritten

    PRINCIPAL ACCOUNTANT FEES AND SERVICES

    Was: PRINCIPAL ACCOUNTING FEES AND SERVICES

  • 49% rewritten

    RETURN ON INVESTED CAPITAL

  • 48% rewritten

    Key Performance Indicators

  • 46% rewritten

    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

    Was: 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

  • 45% rewritten

    See Note 18 for additional information about the Company’s unsecured bridge term loan facility, term loan credit agreement and completed senior notes issuance related to the terminated Albertsons merger

    Was: For additional information about the Company’s unsecured bridge term loan facility, term loan credit agreement and completed senior notes issuance related to the terminated Albertsons merger, see Note 18 to the Consolidated Financial Statements

  • 44% rewritten

    (2) The Rate of compensation increase – Benefit obligation assumption is not applicable for 2025 and 2024 due to negotiated plan freezes related to certain union benefits that were accruing in 202 4

    Was: (1) The Rate of compensation increase-Benefit obligation assumption is not applicable for 2024 due to negotiated plan freezes related to certain union benefits that were accruing in 2024

  • 44% rewritten

    Impairments of Long-Lived Assets

  • 44% rewritten

    Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The Company used a 7.40 % initial health care cost trend rate, which is assumed to decrease on a linear basis to a 4.00 % ultimate health care cost trend rate in 2049, to determine its expense

    Was: Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The Company used a 6.60% initial health care cost trend rate, which is assumed to decrease on a linear basis to a 4.00% ultimate health care cost trend rate in 2046, to determine its expense

  • 42% rewritten

    As of January 31, 2026 and February 1, 2025, we had no forward-starting interest rate swap agreements outstanding

    Was: As of February 1, 2025, we had no forward-starting interest rate swap agreements outstanding

  • 42% rewritten

    (2) Certain collective bargaining agreements are operating under an extension

  • 42% rewritten

    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

  • 41% rewritten

    The Company recognizes compensation expense for all share-based payments granted. 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

  • 39% rewritten

    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  • 37% rewritten

    Total future minimum rentals under non-cancellable subleases at January 31, 2026 were $ 226

    Was: Total future minimum rentals under non-cancellable subleases at February 1, 2025 were $269

  • 37% rewritten

    Impairment of Long-Lived Assets

  • 36% rewritten

    FINANCIAL RISK MANAGEMENT

  • 34% rewritten

    (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

    Was: (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

  • 32% rewritten

    The Company did not have any outstanding forward-starting interest rate swaps as of January 31, 2026 or February 1, 2025

    Was: The Company did not have any outstanding forward-starting interest rate swaps as of February 1, 2025

  • 31% rewritten

    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

  • 30% rewritten

    EARNINGS PER COMMON SHARE

  • 29% rewritten

    MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

    Was: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

  • 29% rewritten

    Description of Business, Basis of Presentation and Principles of Consolidation

  • 28% rewritten

    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

  • 24% rewritten

    (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

    Was: (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

  • 23% rewritten

    (3) The information for this fund was obtained from the Form 5500 filed for the plan's year-end at June 30, 2024 and June 30, 2023

    Was: (3) The information for this fund was obtained from the Form 5500 filed for the plan's year-end at June 30, 2023 and June 30, 2022

  • 23% rewritten

    (7) Amounts include scheduled opioid settlement commitments. For additional information about our opioid settlement charges, see Note 12 to the Consolidated Financial Statements

  • 23% rewritten

    In 2023, the Company recorded a charge of $ 62 relating to a settlement of opioid litigation claims with the State of West Virginia. The agreed upon settlement framework resolves all opioid lawsuits and claims by the West Virginia Attorney General

  • 21% rewritten

    Fair value of plan assets at end of year

All 117 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Our 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 record46% rewritten
  2. 02The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto67% rewritten
  3. 03(1) The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The fourth quarter of 2025 contained three 28-day periods34% rewritten
  4. 04(3) Represents shares repurchased under the December 2024 Repurchase Program and the 1999 Repurchase Program 54% rewritten
  5. 05MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS39% rewritten
  6. 06OUR VALUE CREATION MODEL – DELIVERING CONSISTENT AND ATTRACTIVE TOTAL SHAREHOLDER RETURN69% rewritten
  7. 07(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 disputeNew
  8. 08We 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 business78% rewritten
  9. 09Merchandising and Our BrandsNew
  10. 10USE OF NON-GAAP FINANCIAL MEASURES
  11. 11We 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 76% rewritten
  12. 12Net earnings for 2024 include the following, which we define as the “2024 Adjusted Items:”83% rewritten
  13. 13Key Performance Indicators48% rewritten
  14. 14(3) The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra WeekNew
  15. 15(6) 2024, 2023 and 2023 Adjusted sales by category have been reclassified to conform to the 2025 presentation74% rewritten
  16. 16Gross Margin, LIFO and FIFO Gross Margin75% rewritten
  17. 17Our 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 2024New
  18. 18OG&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&A70% rewritten
  19. 19Depreciation and Amortization Expense91% rewritten
  20. 20Operating Profit and FIFO Operating Profit87% rewritten
  21. 21Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section77% rewritten
  22. 22Our net earnings are based on the factors discussed in the Results of Operations section86% rewritten
  23. 23RETURN ON INVESTED CAPITAL49% rewritten
  24. 24We 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
  25. 25Impairments of Long-Lived Assets44% rewritten
  26. 26For 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
  27. 27Multi-Employer Pension Plans75% rewritten
  28. 28Net cash provided by operating activities98% rewritten
  29. 29Net cash used by investing activities83% rewritten
  30. 30Net cash used by financing activities81% rewritten
  31. 31Total supermarket square footage (in millions)New
  32. 32Common Share Repurchase Programs57% rewritten
  33. 33(7) Amounts include scheduled opioid settlement commitments. For additional information about our opioid settlement charges, see Note 12 to the Consolidated Financial Statements23% rewritten
  34. 34Factors Affecting Liquidity
  35. 35Our 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, 202690% rewritten
  36. 36FINANCIAL RISK MANAGEMENT36% rewritten
  37. 37Annually, 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 dictate100% rewritten
  38. 38As of January 31, 2026 and February 1, 2025, we had no forward-starting interest rate swap agreements outstanding42% rewritten
  39. 39(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 costs24% rewritten
  40. 40Company-Sponsored Benefit Plans100% rewritten
  41. 41Opinions on the Financial Statements and Internal Control over Financial Reporting
  42. 42Definition and Limitations of Internal Control over Financial Reporting
  43. 43Litigation Contingencies Related to Opioid Claims and Merger Termination57% rewritten
  44. 44Description of Business, Basis of Presentation and Principles of Consolidation29% rewritten
  45. 45Pervasiveness of Estimates
  46. 46Cash, Temporary Cash Investments and Book Overdrafts
  47. 47Property, Plant and Equipment
  48. 48Impairment of Long-Lived Assets37% rewritten
  49. 49Accounts Payable Financing Arrangement
  50. 50As of January 31, 2026 and February 1, 2025, the Company had $ 277 and $ 294 in “Accounts payable,” respectively, associated with financing arrangements50% rewritten
  51. 51Interest Rate Risk Management
  52. 52Benefit Plans and Multi-Employer Pension Plans
  53. 53The 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 positions31% rewritten
  54. 54The 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
  55. 55Gift Cards and Gift Certificates53% rewritten
  56. 56(3) 2024 and 2023 revenues by category have been reclassified to conform to the 2025 presentation
  57. 57Warehousing 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
  58. 58Consolidated Statements of Cash Flows
  59. 59GOODWILL AND INTANGIBLE ASSETS73% rewritten
  60. 60(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 expenseNew
  61. 61Based 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 names54% rewritten
  62. 62PROPERTY, PLANT AND EQUIPMENT, NET95% rewritten
  63. 63Accumulated depreciation and amortization for leased property under finance leases was $ 1,038 at January 31, 2026 and $ 915 at February 1, 2025New
  64. 64(1) State taxes in Oregon and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category for 2025New
  65. 65The 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 credits93% rewritten
  66. 66As of January 31, 2026, deferred tax assets of $ 11 are included in “Other Assets” in the Company’s Consolidated Balance SheetsNew
  67. 67As of January 31, 2026, February 1, 2025, and February 3, 2024 the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $ 57 , $ 70 , and $ 62 respectively84% rewritten
  68. 68As of January 31, 2026, the years ended January 29, 2022 and forward remain open for review for federal income tax purposesNew
  69. 69See Note 18 for additional information about the Company’s unsecured bridge term loan facility, term loan credit agreement and completed senior notes issuance related to the terminated Albertsons merger45% rewritten
  70. 70As of January 31, 2026 and February 1, 2025, the Company had no commercial paper borrowings and no borrowings under the Credit Agreement84% rewritten
  71. 71Most of the Company’s outstanding publicly issued debt is subject to early redemption at varying times and premiums, at the option of the CompanyNew
  72. 72DERIVATIVE FINANCIAL INSTRUMENTS
  73. 73The Company did not have any outstanding forward-starting interest rate swaps as of January 31, 2026 or February 1, 202532% rewritten
  74. 74Level 3 - Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing an asset or liability50% rewritten
  75. 75The Company values interest rate hedges using observable forward yield curves. These forward yield curves are classified as Level 2 inputs55% rewritten
  76. 76Current and Long-term Debt67% rewritten
  77. 77In 2024, the Company fully exited its position in a Level 1 equity investment, receiving proceeds totaling approximately $ 303 , resulting in a realized gain of $ 23 , which is included in “(Loss) gain on investments” in the Company’s Consolidated Statements of Operations59% rewritten
  78. 78ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)66% rewritten
  79. 79(3) Net of tax of $( 1 ) and $ 1 for pension and postretirement defined benefit plans and cash flow hedging activities, respectively, as of February 1, 2025. Net of tax of $ 1 and $ 2 for pension and postretirement defined benefit plans and cash flow hedging activities, respectively, as of January 31, 202651% rewritten
  80. 80LEASES AND LEASE-FINANCED TRANSACTIONS55% rewritten
  81. 81(3) The total finance lease liabilities decreased primarily due to the cash termination payment to Ocado of approximately $ 350 for the closure and cancellation of certain fulfillment centers (see Note 19 for additional details)New
  82. 82Total future minimum rentals under non-cancellable subleases at January 31, 2026 were $ 226 37% rewritten
  83. 83(1) In 2025, financing cash flows from finance leases includes cash termination payment of $ 246 made to Ocado for the closure and cancellation of certain fulfillment centersNew
  84. 84(3) In 2025, impairment of finance lease assets includes $ 948 related to the Company’s automated fulfillment network (see Note 19 for additional details)New
  85. 85EARNINGS PER COMMON SHARE30% rewritten
  86. 86The Company had combined undistributed and distributed earnings to participating securities totaling $ 7 , $ 20 and $ 18 in 2025, 2024 and 2023, respectively61% rewritten
  87. 87The Company recognizes compensation expense for all share-based payments granted. 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 grant41% rewritten
  88. 88The Company believes that allowances for loss have been provided to the extent necessary and that its assessment of contingencies is reasonable. To the extent that resolution of contingencies results in amounts that vary from the Company’s estimates, future earnings will be charged or credited
  89. 89The 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 opioids28% rewritten
  90. 90In 2023, the Company recorded a charge of $ 62 relating to a settlement of opioid litigation claims with the State of West Virginia. The agreed upon settlement framework resolves all opioid lawsuits and claims by the West Virginia Attorney General23% rewritten
  91. 91Common Stock Repurchase Program66% rewritten
  92. 92COMPANY- SPONSORED BENEFIT PLANS100% rewritten
  93. 93Total recognized in net periodic benefit cost and other comprehensive income51% rewritten
  94. 94(2) The Rate of compensation increase – Benefit obligation assumption is not applicable for 2025 and 2024 due to negotiated plan freezes related to certain union benefits that were accruing in 202 444% rewritten
  95. 95Fair value of plan assets at end of year21% rewritten
  96. 96Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The Company used a 7.40 % initial health care cost trend rate, which is assumed to decrease on a linear basis to a 4.00 % ultimate health care cost trend rate in 2049, to determine its expense44% rewritten
  97. 97See Note 7 for a discussion of the levels of the fair value hierarchy. The assets’ fair value measurement level above is based on the lowest level of any input that is significant to the fair value measurement
  98. 98(3) The information for this fund was obtained from the Form 5500 filed for the plan's year-end at June 30, 2024 and June 30, 202323% rewritten
  99. 99(5) The plan was formed after 2006 and therefore is not subject to zone status certifications68% rewritten
  100. 100September 2027 to September 2029
  101. 101(2) Certain collective bargaining agreements are operating under an extension42% rewritten
  102. 10217. SALE OF KROGER SPECIALTY PHARMACY
  103. 10318. TERMINATION OF MERGER WITH ALBERTSONS COMPANIES, INC
  104. 104In addition to these governmental actions, private plaintiffs filed suit in the United States District Court for the Northern District of California also seeking to enjoin the transaction. That case was dismissed with prejudice on February 3, 2025, and plaintiffs have appealed
  105. 105Concurrently with the termination of the Merger Agreement on December 11, 2024, all of the commitments with respect to the Term Loan Facilities were automatically terminated in accordance with the terms thereof
  106. 10619. FULFILLMENT NETWORK ASSET IMPAIRMENT AND RELATED CHARGESNew
  107. 10720. RECENTLY ADOPTED ACCOUNTING STANDARDS60% rewritten
  108. 10821. RECENTLY ISSUED ACCOUNTING STANDARDS67% rewritten
  109. 109CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  110. 110MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING29% rewritten
  111. 111DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  112. 112SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS92% rewritten
  113. 113CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE42% rewritten
  114. 114PRINCIPAL ACCOUNTANT FEES AND SERVICES50% rewritten
  115. 115The Company’s Regulations are hereby incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2019
  116. 116Description of Securities. Incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 202072% rewritten
  117. 117(principal executive officer)57% rewritten

Other Kroger 10-Ks

  • FY2025 10-K risk factors
    121 risks

    Kroger faces risks related to multi-employer pension liabilities, intense supermarket competition, digital ecosystem execution, and regulatory compliance for opioids.

    Filed Apr 01, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.