Sentences and paragraphs of KR's Risk Factors and MD&A, 10-K 2026-03-31 against 10-K 2025-04-01.
Each links to the text at sec.gov.
Show the other 46
RewordedRisk Factors
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, rapidly evolving, increasingly sophisticated cyber-attacks cyberattacks as they become more difficult to detect and defend against. defend.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
Following a cyber-attack, our and/or our third parties’ cyberattack, remediation efforts may not be successful, and a cyber-attack cyberattack could result in interruptions, delays or cessation of service, and loss of existing or potential customers.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
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 (CCPA), Act, the Health Insurance Portability and Accountability Act (HIPAA), Act, or applicable international laws such as the EU General Data Protection Regulation (GDPR), 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.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
In addition, evolving customer preferences and the advancement of online, delivery, ship to home and mobile channels in our industry increase the competitive have increased competition in our environment.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
Quiet changesRisk Factors
Customers want to be able to shop on their own terms with zero compromise whether at brick and mortar stores or online, pick-up or delivery, all depending on their particular trip needs and other factors.
Read it in 10-K 2026-03-31 at sec.gov ↗
Quiet changesRisk Factors
If we are unable to continue to enhance the foregoing key elements of our connection with customers, or they if we fail to strengthen customer loyalty, our ability to compete and our financial condition, results of operations or cash flows could be adversely affected.
Read it in 10-K 2026-03-31 at sec.gov ↗
Quiet changesRisk Factors
Through our sales and marketing activities, we collect and store some personal information that our customers provide to us.
Read it in 10-K 2026-03-31 at sec.gov ↗
Quiet changesRisk Factors
We cannot predict future laws, regulations, interpretations, administrative orders, or applications, or the effect they will may have on our operations.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
(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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
(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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
Achieved operating profit of $1.9 billion. These results include $2.5 billion of fulfillment network impairment and related charges.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
Identical sales, excluding fuel and Adjusted Items, increased 2.9% in 2025, compared to 2024, primarily driven by eCommerce, Pharmacy and Fresh departments.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
(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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
In 2022, we recorded a goodwill impairment charge for Vitacost.com totaling $160 million. The talent and capabilities gained through the merger with Vitacost in 2014 have been key to advancing Kroger’s digital platform and growing our digital business to more than $13 billion in annual sales. As our digital strategy has evolved, our primary focus looking forward will be to effectively utilize our 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 impairment charge. Vitacost.com will continue to operate as an online platform providing great value natural, organic, and eco-friendly products for customers.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
In 2022, we incurred a $25 million charge, $19 million net of tax, for obligations related to withdrawal liabilities for certain multi-employer pension funds.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-01 at sec.gov ↗
RemovedMD&A
Fiscal Year 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
Read it in 10-K 2025-04-01 at sec.gov ↗
RewordedMD&A
The decrease increase in 2024, 2025, compared to 2023, 2024, 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, the 2025 OG&A Adjusted Items, increased incentive plan costs, an increase in healthcare costs due to the severity of general liability claims, planned investment in associates and increased multi-employer pension contributions, partially offset by the 2024 OG&A Adjusted Items. Items, decreased incentive plan costs and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The amount of cash used by investing activities decreased increased in 2024, 2025, compared to 2023, 2024, primarily due to the a decrease in net proceeds from the sale of businesses due to the sale of our Kroger Specialty Pharmacy business in 2024 and an increase 2024, a decrease in proceeds from the sale of assets related due to the sale of an equity investment in 2024, 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 increased decreased payments for property and equipment, including payments for lease buyouts.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
We include sales from 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. 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.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
FIFO operating profit, as a percentage of sales, excluding the 2025 and 2024 and 2023 Adjusted Items and the Extra Week, decreased 8 Items, increased 14 basis points in 2024, 2025, compared to 2023, 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, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate. sales.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to rate, as a percentage of sales, increased incentive plan costs, an increase in healthcare costs due to the severity of general liability claims and planned investments in associates, increased multi-employer pension contributions, partially offset by the decreased incentive plan costs and continued execution of broad-based improvement from cost savings initiatives that drive administrative efficiencies, including store productivity.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Identical sales, excluding fuel, fuel and the Labor Dispute, for 2024, 2025, compared to 2023, 2024, increased primarily due to increases in total increased pharmacy, eCommerce and loyal households shopping with us, increased Health and Wellness Fresh sales and digital sales, increased spend per item, partially offset by a reduction in the number of items in basket. units sold.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
FIFO operating Operating profit, as a percentage of sales, excluding the 2024 and 2023 Adjusted Items and the Extra Week, decreased 8 134 basis points in 2024, 2025, compared to 2023, 2024, primarily due to increased OG&A and expenses, depreciation and amortization expenses, expenses and the LIFO charge, as a percentage of sales, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
A reduction to income tax expense of $31 $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 Kroger Specialty Pharmacy Vitacost.com business (the “2024 “2025 Income Tax Expense Adjusted Item”). Items”).
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The decrease 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, partially offset by an increase in total sales to retail customers without fuel. Pharmacy.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
During 2024, In total, we funded invested $5.0 billion and received a $4.0 billion initial delivery to repurchase 75.6 million shares of approximately 65.6 million Kroger common shares stock at an average price of $61.54 $66.68 per share, which includes excise taxes related to tax on the shares repurchased.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, strong Our Brands performance, sourcing improvements, lower shrink shrink, lower supply chain costs and decreased fuel sales, which has have a lower gross margin rate, partially offset by increased pharmacy sales, which have a lower pharmacy margins. gross margin rate, and increased price investments.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The decrease increase in adjusted net earnings per diluted share resulted primarily from decreased increased adjusted FIFO operating profit, excluding fuel, lower income tax expense and decreased fuel earnings, lower common shares outstanding, partially offset by a decreased LIFO charge and lower increased net interest expense. expense and an increased LIFO charge.
Read it in 10-K 2026-03-31 at sec.gov ↗
Quiet changesMD&A
The ASR agreement will be was completed under the December 2024 Repurchase Program.
Read it in 10-K 2026-03-31 at sec.gov ↗