# KROGER CO (KR) FY 2024 MD&A Verbatim Item 7 Management's Discussion and Analysis from KROGER CO's 10-K for fiscal year 2024. SEC filing source: https://www.sec.gov/Archives/edgar/data/56873/000155837024004603/kr-20240203x10k.htm Accession: 0001558370-24-004603 Filing date: 2024-04-02 Report date: 2024-02-03 Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high Company profile: /company/KR/ All MD&A years: /company/KR/mda/ Previous year: /company/KR/mda/fy2023/ (FY 2023) Next year: /company/KR/mda/fy2025/ (FY 2025) 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 January 28, 2023, which provides additional information on comparisons of fiscal years 2022 and 2021. ​ 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. Kroger has evolved into a more diverse business, with a model that provides more ways than ever to generate net earnings growth. ​ This will be achieved by: ​ [[GREPCENT_TABLE]] [["","\u25cf","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. As more and more customers incorporate ecommerce into their permanent routines, we expect digital sales to grow at a double-digit rate \u2013 a faster pace than other food at home sales \u2013 over time; and"]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Expanding operating margin through long-term initiatives in gross margin, growing alternative profit businesses, and productivity and cost saving 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."]] [[/GREPCENT_TABLE]] ​ 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 third quarter of 2022, we paused our share repurchase program to prioritize de-leveraging following the proposed merger with Albertsons. ​ We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time, which does not contemplate the effect of the proposed merger with Albertsons. ​ 25 ​ 2023 EXECUTIVE SUMMARY ​ We achieved strong results in 2023, in line with our long-term growth model and built on three consecutive years of growth, despite navigating a challenging operating environment. By maintaining our long-term commitment to lower prices, through personalized promotions and rewards, we are increasing customer visits and growing loyal households through the strength of our retail business, continuing our evolution into a more diverse business, and our value creation model is providing us multiple ways to drive sustainable future growth. ​ Our results provided another proof point of the strength and resilience of our value creation model, which supported another year of strong free cash flow and adjusted net earnings per diluted share growth, excluding the 53rd week in fiscal year 2023 (the “Extra Week”). This was the result of continued momentum across several margin expansion initiatives, strong Our Brands performance, strong growth in alternative profit businesses, our ability to effectively manage product cost through strong sourcing practices, lower supply chain costs and a lower year-over-year LIFO charge. During the year, we continued to invest in wages and the associate experience as a way to support the delivery of a full, fresh and friendly customer experience. In 2023, we increased associate wages resulting in an average hourly rate of nearly $19, and a rate of nearly $25 with comprehensive benefits factored in, which is a 33% increase in rate in the last five years. ​ The following table provides highlights of our financial performance: ​ Financial Performance Data ($ in millions, except per share amounts) ​ ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Fiscal Year","\u200b"],["\u200b","\u200b","\u200b","","Percentage","","\u200b","\u200b"],["\u200b","\u200b","2023","\u200b","Change","\u200b","2022","\u200b"],["Sales","\u200b","$","150,039","\u200b","1.2","%","$","148,258","\u200b"],["Sales without fuel and the Extra Week","\u200b","$","130,988","\u200b","1.1","%","$","129,626","\u200b"],["Net earnings attributable to The Kroger Co.","\u200b","$","2,164","\u200b","(3.6)","%","$","2,244","\u200b"],["Adjusted net earnings attributable to The Kroger Co. excluding the Extra Week","\u200b","$","3,335","\u200b","7.4","%","$","3,104","\u200b"],["Net earnings attributable to The Kroger Co. per diluted common share","\u200b","$","2.96","\u200b","(3.3)","%","$","3.06","\u200b"],["Adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the Extra Week","\u200b","$","4.56","\u200b","7.8","%","$","4.23","\u200b"],["Operating profit","\u200b","$","3,096","\u200b","(25.0)","%","$","4,126","\u200b"],["Adjusted FIFO operating profit excluding the Extra Week","\u200b","$","4,799","\u200b","(5.5)","%","$","5,079","\u200b"],["Dividends paid","\u200b","$","796","\u200b","16.7","%","$","682","\u200b"],["Dividends paid per common share","\u200b","$","1.10","\u200b","17.0","%","$","0.94","\u200b"],["Identical sales excluding fuel(1)","\u200b","\u200b","0.9","%","N/A","\u200b","\u200b","5.6","%"],["FIFO gross margin rate, excluding fuel and the Extra Week, bps increase (decrease)(1)","\u200b","\u200b","0.18","\u200b","N/A","\u200b","\u200b","(0.09)","\u200b"],["OG&A rate, excluding fuel, Adjusted Items and the Extra Week, bps increase (decrease)(1)","\u200b","\u200b","0.21","\u200b","N/A","\u200b","\u200b","(0.19)","\u200b"],["(Decrease)/increase in total debt, including obligations under finance leases compared to prior fiscal year end","\u200b","$","(1,152)","\u200b","N/A","\u200b","$","14","\u200b"],["Share repurchases","\u200b","$","62","\u200b","N/A","\u200b","$","993","\u200b"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(1)","Identical sales without fuel would have grown 2.3% in fiscal 2023 if not for the reduction in pharmacy sales from the previously communicated termination of our agreement with Express Scripts effective December 31, 2022. In fiscal 2023, the terminated agreement had a positive effect on the FIFO gross margin rate, excluding fuel and the Extra Week, and a negative effect on the OG&A rate, excluding fuel, the Extra Week and the 2023 and 2022 Adjusted Items, as defined below. The overall net effect on adjusted FIFO operating profit was slightly positive."]] [[/GREPCENT_TABLE]] 26 ​ OVERVIEW Notable items for 2023 are: ​ Shareholder Return ​ [[GREPCENT_TABLE]] [["","\u25cf","Achieved net earnings attributable to The Kroger Co. per diluted common share of $2.96, which represents a 3.3% decrease compared to 2022. The 2023 results include losses per diluted common share of $1.60 related to our opioid settlement charges."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Net earnings include $179 million, $144 million net of tax, due to the Extra Week. The Extra Week in 2023 contributed $0.20 to our net earnings per diluted common share result for 2023."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Achieved adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the Extra Week of $4.56, which represents an 8% increase compared to 2022. Including the Extra Week, adjusted net earnings per diluted common share increased 13% compared to 2022."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Achieved operating profit of $3.1 billion, which represents a 25% decrease compared to 2022. The 2023 results reflect charges of $1.5 billion related to our opioid settlement charges."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Achieved adjusted FIFO operating profit excluding the Extra Week of $4.8 billion, which represents a 6% decrease compared to 2022. Including the Extra Week, adjusted FIFO operating profit decreased 2% compared to 2022."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Generated cash flows from operations of $6.8 billion, which represents a 51% increase compared to 2022."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Returned $0.8 billion to shareholders through dividend payments."]] [[/GREPCENT_TABLE]] ​ Other Financial Results ​ [[GREPCENT_TABLE]] [["","\u25cf","Identical sales, excluding fuel, increased 0.9%. Identical sales, excluding fuel, would have grown 2.3% in 2023 if not for the reduction in pharmacy sales from our termination of our agreement with Express Scripts effective December 31, 2022. This terminated agreement had no material effect on profitability."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Digital sales grew to $12 billion in annual sales. Digital sales include products ordered online and picked up at our stores and our Delivery and Ship solutions. Excluding the Extra Week, digital sales increased 12%, which was led by strength in our Delivery solutions, which grew by 25%. Delivery solutions growth was driven by our Boost membership program and expansion of our Kroger Delivery network. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers powered by Ocado 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."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Our LIFO charge for 2023 was $113 million, compared to $626 million in 2022. The decrease in LIFO charge was due to lower product cost inflation year-over-year."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Alternative profit streams contributed $1.3 billion of operating profit in 2023."]] [[/GREPCENT_TABLE]] ​ 27 ​ Significant Events ​ [[GREPCENT_TABLE]] [["","\u25cf","During the second quarter of 2023, we recognized opioid settlement charges of $1.4 billion, $1.1 billion net of tax, related to the nationwide opioid settlement framework to settle substantially all opioid lawsuits and claims against Kroger. We have agreed to make settlement payments related to the nationwide settlement framework of approximately $1.2 billion in equal installments over 11 years, and $177 million in equal installments over six years. During the first quarter of 2023, we recognized opioid settlement charges of $62 million, $49 million net of tax, related to all pending and future opioid litigation claims with the State of West Virginia, which are payable over 10 years. For additional information about our opioid settlement charges in 2023, see Note 12 to the Consolidated Financial Statements."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","On September 8, 2023, Kroger and Albertsons announced they have entered a definitive agreement with C&S Wholesale Grocers, LLC for the combined sale of 413 stores, eight distribution centers, two offices and five private label brands for approximately $1.9 billion cash, in connection with the proposed merger, subject to customary adjustments. The financial terms of this divestiture plan are in line with what we expected and allow us to reaffirm the shareholder value creation opportunity the proposed merger creates. For additional information about the proposed merger with Albertsons, see Note 16 to the Consolidated Financial Statements."]] [[/GREPCENT_TABLE]] ​ 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 food retail 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. ​ 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 97% 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 include the following: ​ Stores ​ As of February 3, 2024, Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia. As of February 3, 2024, Kroger operated, either directly or through its subsidiaries, 2,722 supermarkets, of which 2,257 had pharmacies and 1,665 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. ​ 28 ​ 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 2,350 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 powered by Ocado 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 $31 billion of our sales in 2023. We own 33 food production plants, primarily bakeries and dairies, which supply approximately 30% of Our Brands units and 43% of the grocery category Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers. ​ Our Data ​ We are evolving into a more diverse business. The traffic and data generated by our retail business, including pharmacies and fuel centers, is enabling this transformation. Kroger serves approximately 62 million households annually and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card. Our 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. ​ Proposed Merger with Albertsons ​ As previously disclosed, on October 13, 2022, we entered into a merger agreement with Albertsons. The proposed merger is expected to accelerate our go-to-market strategy that includes Fresh, Our Brands, Personalization and Seamless, and continue our track record of investments across lowering prices, enhancing the customer experience, and increasing associate wages and benefits. For additional information about the proposed merger with Albertsons, see Note 16 to the Consolidated Financial Statements. ​ 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. Merchandise costs exclude depreciation and rent expenses. 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. ​ 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 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:” ​ [[GREPCENT_TABLE]] [["","\u25cf","Charges to operating, general and administrative expenses (\u201cOG&A\u201d) 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 \u201c2023 OG&A Adjusted Items\u201d)."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","A gain in other income (expense) of $151 million, $116 million net of tax, for the unrealized gain on investments (the \u201c2023 Other Income (Expense) Adjusted Items\u201d)."]] [[/GREPCENT_TABLE]] ​ Net earnings for 2022 include the following, which we define as the “2022 Adjusted Items:” ​ [[GREPCENT_TABLE]] [["","\u25cf","Charges to operating, general and administrative expenses (\u201cOG&A\u201d) 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 \u201c2022 OG&A Adjusted Items\u201d)."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Losses in other income (expense) of $728 million, $561 million net of tax, for the unrealized loss on investments (the \u201c2022 Other Income (Expense) Adjusted Items\u201d)."]] [[/GREPCENT_TABLE]] ​ Net earnings for 2021 include the following, which we define as the “2021 Adjusted Items:” ​ [[GREPCENT_TABLE]] [["","\u25cf","Charges to OG&A of $449 million, $344 million net of tax, for obligations related to withdrawal liabilities for a certain multi-employer pension fund, $66 million, $50 million net of tax, for the revaluation of Home Chef contingent consideration and $136 million, $104 million net of tax, for transformation costs (the \u201c2021 OG&A Adjusted Items\u201d)."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Losses in other income (expense) of $87 million, $68 million net of tax, related to company-sponsored pension plan settlements and $821 million, $628 million net of tax, for the unrealized loss on investments (the \u201c2021 Other Income (Expense) Adjusted Items\u201d)."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","A reduction to income tax expense of $47 million primarily due to the completion of income tax audit examinations covering multiple years."]] [[/GREPCENT_TABLE]] ​ 30 ​ The table below provides a reconciliation of net earnings attributable to The Kroger Co. to adjusted net earnings attributable to The Kroger Co. and a reconciliation of net earnings attributable to The Kroger Co. per diluted common share to adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the 2023, 2022 and 2021 Adjusted Items: ​ Net Earnings per Diluted Share excluding the Adjusted Items ($ in millions, except per share amounts) ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","","2023","","2022","","2021"],["Net earnings attributable to The Kroger Co.","\u200b","$","2,164","\u200b","$","2,244","\u200b","$","1,655","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["(Income) expense adjustments","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjustment for pension plan withdrawal liabilities(1)(2)","\u200b","","\u2014","\u200b","","19","\u200b","","344","\u200b"],["Adjustment for company-sponsored pension plan settlement charges(1)(3)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","68","\u200b"],["Adjustment for (gain) loss on investments(1)(4)","\u200b","\u200b","(116)","\u200b","\u200b","561","\u200b","\u200b","628","\u200b"],["Adjustment for Home Chef contingent consideration(1)(5)","\u200b","\u200b","\u2014","\u200b","\u200b","15","\u200b","\u200b","50","\u200b"],["Adjustment for transformation costs(1)(6)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","104","\u200b"],["Adjustment for merger related costs(1)(7)","\u200b","\u200b","268","\u200b","\u200b","34","\u200b","\u200b","\u2014","\u200b"],["Adjustment for opioid settlement charges(1)(8)","\u200b","\u200b","1,163","\u200b","\u200b","67","\u200b","\u200b","\u2014","\u200b"],["Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(1)(9)","\u200b","\u200b","\u2014","\u200b","\u200b","164","\u200b","\u200b","\u2014","\u200b"],["Adjustment for income tax audit examinations(1)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","(47)","\u200b"],["Total Adjusted Items","\u200b","\u200b","1,315","\u200b","\u200b","860","\u200b","\u200b","1,147","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Net earnings attributable to The Kroger Co. excluding the Adjusted Items","\u200b","$","3,479","\u200b","$","3,104","\u200b","$","2,802","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Extra Week adjustment(1)(10)","\u200b","\u200b","(144)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Net earnings attributable to The Kroger Co. excluding the Adjusted Items and the Extra Week adjustment","\u200b","$","3,335","\u200b","$","3,104","\u200b","$","2,802","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Net earnings attributable to The Kroger Co. per diluted common share","\u200b","$","2.96","\u200b","$","3.06","\u200b","$","2.17","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["(Income) expense adjustments","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjustment for pension plan withdrawal liabilities(11)","\u200b","","\u2014","\u200b","","0.03","\u200b","","0.45","\u200b"],["Adjustment for company-sponsored pension plan settlement charges(11)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","0.09","\u200b"],["Adjustment for (gain) loss on investments(11)","\u200b","\u200b","(0.17)","\u200b","\u200b","0.76","\u200b","\u200b","0.83","\u200b"],["Adjustment for Home Chef contingent consideration(11)","\u200b","\u200b","\u2014","\u200b","\u200b","0.02","\u200b","\u200b","0.07","\u200b"],["Adjustment for transformation costs(11)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","0.14","\u200b"],["Adjustment for merger related costs(11)","\u200b","\u200b","0.37","\u200b","\u200b","0.05","\u200b","\u200b","\u2014","\u200b"],["Adjustment for opioid settlement charges(11)","\u200b","\u200b","1.60","\u200b","\u200b","0.09","\u200b","\u200b","\u2014","\u200b"],["Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com(11)","\u200b","\u200b","\u2014","\u200b","\u200b","0.22","\u200b","\u200b","\u2014","\u200b"],["Adjustment for income tax audit examinations(11)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","(0.07)","\u200b"],["Total Adjusted Items","\u200b","\u200b","1.80","\u200b","\u200b","1.17","\u200b","\u200b","1.51","\u200b"],["\u200b","\u200b","","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items","\u200b","$","4.76","\u200b","$","4.23","\u200b","$","3.68","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Extra Week adjustment(11)","\u200b","\u200b","(0.20)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment","\u200b","$","4.56","\u200b","$","4.23","\u200b","$","3.68","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Average numbers of common shares used in diluted calculation","\u200b","","725","\u200b","","727","\u200b","","754","\u200b"]] [[/GREPCENT_TABLE]] ​ 31 ​ Net Earnings per Diluted Share excluding the Adjusted Items (continued) ($ in millions, except per share amounts) ​ [[GREPCENT_TABLE]] [["(1)","The amounts presented represent the after-tax effect of each adjustment, which was calculated using discrete tax rates."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","The pre-tax adjustment for pension plan withdrawal liabilities was $25 in 2022 and $449 in 2021."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(3)","The pre-tax adjustment for company-sponsored pension plan settlement charges was $87."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(4)","The pre-tax adjustment for (gain) loss on investments was $(151) in 2023, $728 in 2022 and $821 in 2021."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(5)","The pre-tax adjustment for Home Chef contingent consideration was $20 in 2022 and $66 in 2021."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(6)","The pre-tax adjustment for transformation costs was $136. Transformation costs primarily include costs related to store and business closure costs and third-party professional consulting fees associated with business transformation and cost saving initiatives."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(7)","The pre-tax adjustment for merger related costs was $316 in 2023 and $44 in 2022. Merger related costs primarily include third-party professional fees and credit facility fees associated with the proposed merger with Albertsons."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(8)","The pre-tax adjustment for opioid settlement charges was $1,475 in 2023 and $85 in 2022."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(9)","The pre-tax and after-tax adjustments for goodwill and fixed asset impairment charges related to Vitacost.com was $164."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(10)","The pre-tax Extra Week adjustment was $(179)."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(11)","The amount presented represents the net earnings per diluted common share effect of each adjustment."]] [[/GREPCENT_TABLE]] ​ Key Performance Indicators ​ We evaluate our results of operations and cash flows using a variety of key performance indicators, such as sales, identical sales, excluding fuel, FIFO gross margin, adjusted FIFO operating profit, adjusted net earnings, adjusted net earnings per diluted share and return on invested capital. We use these financial metrics and related computations to evaluate our operational effectiveness and our results of operations from period to period and to plan for near and long-term operating and strategic decisions. These key performance indicators should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. These measures, which are described in more detail in this Annual Report on Form 10-K, may not be comparable to similarly-titled performance indicators used by other companies. ​ 32 ​ RESULTS OF OPERATIONS ​ Sales ​ Total Sales ($ in millions) [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b"],["\u200b","","\u200b","","2023","\u200b","Percentage","","\u200b","","Percentage","","\u200b","\u200b"],["\u200b","\u200b","2023","\u200b","Adjusted(1)","\u200b","Change(2)","\u200b","2022","\u200b","Change(3)","\u200b","2021","\u200b"],["Total sales to retail customers without fuel(4)","\u200b","$","132,284","\u200b","$","129,868","\u200b","0.9","%","$","128,664","\u200b","5.2","%","$","122,293","\u200b"],["Supermarket fuel sales","\u200b","\u200b","16,621","\u200b","\u200b","16,340","\u200b","(12.3)","%","","18,632","\u200b","26.9","%","","14,678","\u200b"],["Other sales(5)","\u200b","","1,134","\u200b","","1,120","\u200b","16.4","%","","962","\u200b","4.9","%","","917","\u200b"],["Total sales","\u200b","$","150,039","\u200b","$","147,328","\u200b","(0.6)","%","$","148,258","\u200b","7.5","%","$","137,888","\u200b"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(1)","The 2023 adjusted column represents the items presented in the 2023 column adjusted to remove the Extra Week."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","This column represents the percentage change in 2023 adjusted sales compared to 2022."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(3)","This column represents the percentage change in 2022 compared to 2021."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(4)","Digital sales are included in the \u201cTotal sales to retail customers without fuel\u201d 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 powered by Ocado 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 12% in 2023 excluding the Extra Week, increased approximately 4% in 2022 and decreased approximately 3% in 2021. Digital sales growth for 2023 and 2022 was led by strength in our Delivery solutions, which grew by 25% in 2023 excluding the Extra Week and 25% in 2022. Delivery solutions growth was driven by our Boost membership program and expansion of our Kroger Delivery network."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(5)","Other sales primarily relate to external sales at food production plants, data analytic services and third-party media revenue. The increase in 2023, compared to 2022, and the increase in 2022, compared to 2021, is primarily due to an increase in data analytic services and third-party media revenue."]] [[/GREPCENT_TABLE]] ​ Total 2023 adjusted sales represent total sales for 2023 excluding the Extra Week. 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. ​ Total sales increased in 2022, compared to 2021, by 7.5%. The increase was primarily due to increases in supermarket fuel sales and total sales to retail customers without fuel. Total sales, excluding fuel, increased 5.2% in 2022, compared to 2021, which was primarily due to our identical sales increase, excluding fuel, of 5.6%, partially offset by discontinued patient therapies at Kroger Specialty Pharmacy. Identical sales, excluding fuel, for 2022, compared to 2021, increased primarily due to an increase in the number of 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. Identical sales without fuel would have grown 5.8% in 2022 if not for the reduction in pharmacy sales from our termination of our agreement with Express Scripts effective December 31, 2022. Total supermarket fuel sales increased 26.9% in 2022, compared to 2021, primarily due to an increase in the average retail fuel price of 28.5%, partially offset by a decrease in fuel gallons sold of 1.2%, which was less than the national average decline. The increase in the average retail fuel price was caused by an increase in the product cost of fuel. ​ 33 ​ We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy businesses 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 businesses 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. We define Kroger Delivery identical sales powered by Ocado based on geography. We include Kroger Delivery sales powered by Ocado as identical if the delivery occurs in an existing Kroger supermarket geography. If the Kroger Delivery sales powered by Ocado occur in a new geography, these sales are included as identical when deliveries have occurred to the new geography 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, excluding fuel, results are summarized in the following table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for 2023 and 2022. ​ Identical Sales ($ in millions) ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","","2023","","2022(1)"],["Excluding fuel","\u200b","$","131,748","\u200b","$","130,562","\u200b"],["Excluding fuel","\u200b","","0.9","%","","5.6","%"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(1)","Identical sales, excluding fuel, for 2022 were adjusted to a comparable 53 week basis by including week 1 of fiscal 2023 in our 2022 identical sales, excluding fuel, base. However, for the purpose of determining the percentage change in identical sales, excluding fuel, from 2021 to 2022, 2022 identical sales, excluding fuel, were not adjusted to include the sales from week 1 of 2023."]] [[/GREPCENT_TABLE]] ​ Gross Margin, LIFO and FIFO Gross Margin ​ We define gross margin as sales minus merchandise costs, including advertising, warehousing, and transportation. Rent expense, depreciation and amortization expense, and interest expense are not included in gross margin. ​ Our gross margin rates, as a percentage of sales, were 22.24% in 2023 and 21.43% in 2022. This increase in rate was achieved while also investing in price to maintain a competitive price position and deliver greater value for our customers. The increase in rate in 2023, compared to 2022, resulted primarily from a decreased LIFO charge, an increase in our fuel gross margin, strong Our Brands performance, our ability to effectively manage product cost through strong sourcing practices, lower transportation costs, as a percentage of sales, and the effect of our terminated agreement with Express Scripts, partially offset by higher shrink, as a percentage of sales, and increased promotional price investment. ​ Our LIFO charge was $113 million in 2023 and $626 million in 2022. The decrease in our LIFO charge was attributable to lower product cost inflation for 2023 compared to 2022. ​ Our FIFO gross margin rate, which excludes the LIFO charge, was 22.31% in 2023, compared to 21.86% in 2022. 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 18 basis points in 2023, compared to 2022. This increase in rate was achieved while also investing in price to maintain a competitive price position and deliver greater value for our customers. This increase resulted primarily from strong Our Brands performance, our ability to effectively manage product cost through strong sourcing practices, lower transportation costs, as a percentage of sales, and the effect of our terminated agreement with Express Scripts, partially offset by increased promotional price investment and higher shrink, as a percentage of sales. ​ 34 ​ 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 17.50% in 2023 and 16.09% in 2022. The increase in 2023, compared to 2022, resulted primarily from planned investments in associates, costs related to strategic investments that are expected to drive future growth and the effect of our terminated agreement with Express Scripts and the 2023 OG&A Adjusted Items, partially offset by the 2022 OG&A Adjusted Items, broad-based cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions and lower incentive plan costs. ​ 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 2023 OG&A Adjusted Items, the 2022 OG&A Adjusted Items, our OG&A rate increased 21 basis points in 2023, compared to 2022. This increase resulted primarily from planned investments in associates, costs related to strategic investments that are expected to drive future growth and the effect of our terminated agreement with Express Scripts, partially offset by broad-based cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions and lower incentive plan costs. ​ Rent Expense ​ Rent expense remained relatively consistent, as a percentage of sales, for 2023 compared to 2022. ​ Depreciation and Amortization Expense ​ Depreciation and amortization expense increased, as a percentage of sales, in 2023, compared to 2022, primarily due to depreciation of equipment recorded under finance leases related to our Kroger Delivery customer fulfillment center location openings and additional depreciation associated with higher capital investments, partially offset by the Extra Week. ​ Operating Profit and FIFO Operating Profit ​ Operating profit was $3.1 billion, or 2.06% of sales, for 2023, compared to $4.1 billion, or 2.78% of sales, for 2022. Operating profit, as a percentage of sales, decreased 72 basis points in 2023, compared to 2022, 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, a decreased LIFO charge and the Extra Week. ​ FIFO operating profit was $3.2 billion, or 2.14% of sales, for 2023, compared to $4.8 billion, or 3.21% of sales, for 2022. FIFO operating profit, as a percentage of sales, excluding the 2023 and 2022 Adjusted Items and the Extra Week, decreased 15 basis points in 2023, compared to 2022, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate. ​ Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section. ​ 35 ​ The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2023 and 2022 Adjusted Items: ​ Operating Profit excluding the Adjusted Items ($ in millions) ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","","2023","","2022","\u200b"],["Operating profit","\u200b","$","3,096","\u200b","$","4,126","\u200b"],["LIFO charge","\u200b","\u200b","113","\u200b","\u200b","626","\u200b"],["\u200b","\u200b","","\u200b","\u200b","\u200b","\u200b","\u200b"],["FIFO Operating profit","\u200b","","3,209","\u200b","","4,752","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjustment for pension plan withdrawal liabilities","\u200b","\u200b","\u2014","\u200b","\u200b","25","\u200b"],["Adjustment for Home Chef contingent consideration","\u200b","\u200b","\u2014","\u200b","\u200b","20","\u200b"],["Adjustment for merger related costs(1)","\u200b","\u200b","316","\u200b","\u200b","44","\u200b"],["Adjustment for opioid settlement charges(2)","\u200b","\u200b","1,475","\u200b","\u200b","85","\u200b"],["Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com","\u200b","\u200b","\u2014","\u200b","\u200b","164","\u200b"],["Other","\u200b","\u200b","(14)","\u200b","\u200b","(11)","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["2023 and 2022 Adjusted items","\u200b","\u200b","1,777","\u200b","\u200b","327","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted FIFO operating profit excluding the adjusted items above","\u200b","$","4,986","\u200b","$","5,079","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Extra Week adjustment","\u200b","\u200b","(187)","\u200b","\u200b","\u2014","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted FIFO operating profit excluding the adjusted items above and the Extra Week","\u200b","$","4,799","\u200b","$","5,079","\u200b"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(1)","Merger related costs primarily include third-party professional fees and credit facility fees associated with the proposed merger with Albertsons."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","Opioid settlement charges include settlements with the nationwide opioid settlement framework and the States of West Virginia and New Mexico."]] [[/GREPCENT_TABLE]] ​ Interest Expense ​ Interest expense totaled $441 million in 2023 and $535 million in 2022. The decrease in interest expense in 2023, compared to 2022, was primarily due to decreased average total outstanding debt throughout 2023, compared to 2022, including both the current and long-term portions of obligations under finance leases and increased interest income earned on our cash and temporary cash investments due to rising interest rates and higher cash and temporary cash investment balances throughout 2023, compared to 2022, partially offset by the Extra Week. ​ Income Taxes ​ Our effective income tax rate was 23.5% in 2023 and 22.5% in 2022. The 2023 tax rate differed from the federal statutory rate due to the effect of state income taxes and non-deductible portion of opioid settlement charges, partially offset by the benefit from share-based payments and the utilization of tax credits. 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. ​ 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 $2.96 per diluted share for 2023 represented a decrease of 3.3% compared to net earnings of $3.06 per diluted share for 2022. Excluding the 2023 and 2022 Adjusted Items and the Extra Week, adjusted net earnings of $4.56 per diluted share for 2023 represented an increase of 7.8% compared to adjusted net earnings of $4.23 per diluted share for 2022. The increase in adjusted net earnings per diluted share resulted primarily from a decreased LIFO charge and lower interest expense, partially offset by decreased fuel earnings, higher income tax expense and decreased FIFO operating profit, excluding fuel. ​ 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 trade 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. ​ 37 ​ The following table provides a calculation of ROIC for 2023 and 2022 on a 52 week basis ($ in millions): ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Fiscal Year Ended","\u200b"],["\u200b","\u200b","February 3,","\u200b","January 28,","\u200b"],["\u200b","","2024","\u200b","2023"],["Return on Invested Capital","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Numerator","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating profit on a 53 week basis in fiscal year 2023","\u200b","$","3,096","\u200b","$","4,126","\u200b"],["Extra Week operating profit adjustment","\u200b","\u200b","(187)","\u200b","\u200b","\u2014","\u200b"],["LIFO charge","\u200b","","113","\u200b","","626","\u200b"],["Depreciation and amortization","\u200b","","3,125","\u200b","","2,965","\u200b"],["Rent on a 53 week basis in fiscal year 2023","\u200b","","891","\u200b","","839","\u200b"],["Extra Week rent adjustment","\u200b","\u200b","(17)","\u200b","\u200b","\u2014","\u200b"],["Adjustment for Home Chef contingent consideration","\u200b","\u200b","\u2014","\u200b","\u200b","20","\u200b"],["Adjustment for pension plan withdrawal liabilities","\u200b","\u200b","\u2014","\u200b","\u200b","25","\u200b"],["Adjustment for goodwill and fixed asset impairment charges related to Vitacost.com","\u200b","\u200b","\u2014","\u200b","\u200b","164","\u200b"],["Adjustment for merger related costs","\u200b","\u200b","316","\u200b","\u200b","44","\u200b"],["Adjustment for opioid settlement charges","\u200b","\u200b","1,475","\u200b","\u200b","85","\u200b"],["Adjusted ROIC operating profit","\u200b","$","8,812","\u200b","$","8,894","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Denominator","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Average total assets","\u200b","$","50,064","\u200b","$","49,355","\u200b"],["Average taxes receivable(1)","\u200b","","(197)","\u200b","","(137)","\u200b"],["Average LIFO reserve","\u200b","","2,253","\u200b","","1,883","\u200b"],["Average accumulated depreciation and amortization(2)","\u200b","","30,573","\u200b","","27,843","\u200b"],["Average accounts payable","\u200b","","(10,280)","\u200b","","(10,016)","\u200b"],["Average accrued salaries and wages","\u200b","","(1,535)","\u200b","","(1,741)","\u200b"],["Average other current liabilities","\u200b","","(3,414)","\u200b","","(3,435)","\u200b"],["Average invested capital","\u200b","$","67,464","\u200b","$","63,752","\u200b"],["Return on Invested Capital","\u200b","","13.06","%","","13.95","%"]] [[/GREPCENT_TABLE]] (1)Taxes receivable were $163 as of February 3, 2024, $231 as of January 28, 2023 and $42 as of January 29, 2022. (2)Accumulated depreciation and amortization includes depreciation for property, plant and equipment and amortization for definite-lived intangible assets. ​ 38 ​ 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. ​ 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, we perform an impairment calculation, comparing projected undiscounted cash flows, utilizing current cash flow information and expected growth rates related to specific stores, to the carrying value for those stores. 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 determined based on 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, we adjust the value of the property and equipment to reflect recoverable values based on our previous efforts to dispose of similar assets and current economic conditions. We recognize impairment for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. We recorded asset impairments in the normal course of business totaling $69 million in 2023 and $68 million in 2022. We record costs to reduce the carrying value of long-lived assets 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 market 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 for further information about goodwill. ​ 39 ​ Goodwill ​ Our goodwill totaled $2.9 billion as of February 3, 2024. 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. ​ 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 $10 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. ​ The annual evaluation of goodwill performed in 2023, 2022 and 2021 did not result in impairment for any of our reporting units other than Vitacost.com described above. 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. ​ The 2023 fair value of our Kroger Specialty Pharmacy (“KSP”) reporting unit was estimated using multiple valuation techniques: a discounted cash flow model (income approach), a market multiple model and a comparable mergers and acquisition model (market approaches), with each method weighted in the calculation. The income approach relies on management’s projected future cash flows, estimates of revenue growth rates, margin assumptions and an appropriate discount rate. The market approaches require the determination of an appropriate peer group, which is utilized to derive estimated fair values based on selected market multiples. Our KSP reporting unit has a goodwill balance of $243 million. ​ For additional information relating to our results of the goodwill impairment reviews performed during 2023, 2022 and 2021, 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, market 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 $635 million in 2023, $620 million in 2022 and $1.1 billion in 2021. The decrease in 2023 and 2022, compared to 2021 is due to the contractual payments we made in 2021 related to our commitments established for the restructuring of certain multi-employer pension plan agreements. ​ 40 ​ 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 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. Significant effects of these restructuring agreements recorded in our Consolidated Financial Statements are: ​ [[GREPCENT_TABLE]] [["","\u25cf","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."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","In 2021, we incurred a $449 million charge, $344 million net of tax, for obligations related to withdrawal liabilities for a certain multi-employer pension fund."]] [[/GREPCENT_TABLE]] ​ 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, 2023. 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, 2023, we estimate our share of the underfunding of multi-employer pension plans to which we contribute was approximately $2.5 billion, $1.9 billion net of tax, which remained consistent with the estimated amount of underfunding as of December 31, 2022. 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. ​ We have made and disclosed this estimate not because, except as noted above, 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. ​ 41 ​ The American Rescue Plan Act ("ARP Act"), which was signed into law on March 11, 2021, established a special financial assistance program for financially troubled multi-employer pension plans. Under the ARP Act, eligible multi-employer plans can apply to receive a cash payment in an amount projected by the Pension Benefit Guaranty Corporation to pay pension benefits through the plan year ending 2051. At the end of 2023, we expect certain multi-employer pension plans in which we participate, for which our estimated share of underfunding is approximately $1.1 billion, $850 million net of tax, to apply for funding in 2024, which may reduce a portion of our share of unfunded multi-employer pension plan liabilities. ​ See Note 15 to the Consolidated Financial Statements for more information relating to our participation in these multi-employer pension plans. ​ NEW ACCOUNTING STANDARDS ​ Refer to Note 17 to the Consolidated Financial Statements for recently issued accounting standards not yet adopted as of February 3, 2024. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash Flow Information ​ The following table summarizes our net increase (decrease) in cash and temporary cash investments for 2023 and 2022: ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","","Fiscal Year"],["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","2023","","2022"],["Net cash provided by (used in)","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating activities","\u200b","$","6,788","\u200b","$","4,498"],["Investing activities","\u200b","\u200b","(3,750)","\u200b","\u200b","(3,015)"],["Financing activities","\u200b","\u200b","(2,170)","\u200b","\u200b","(2,289)"],["Net increase (decrease) in cash and temporary cash investments","\u200b","$","868","\u200b","$","(806)"]] [[/GREPCENT_TABLE]] ​ Net cash provided by operating activities ​ We generated $6.8 billion of cash from operations in 2023, compared to $4.5 billion in 2022. Net earnings including noncontrolling interests, adjusted for non-cash items, generated approximately $6.0 billion of operating cash flow in 2023 compared to $7.7 billion in 2022. The change in operating assets and liabilities, including working capital, was $808 million in 2023 compared to $(3.2) billion in 2022. The change in operating assets and liabilities, including working capital, was primarily due to the following: ​ [[GREPCENT_TABLE]] [["","\u25cf","Cash flows for FIFO inventory were more favorable for 2023, compared to 2022, primarily due to a smaller effect of inflation in the current year on inventory balances and maintaining inventory at optimal levels through improved inventory management planning;"]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","An increase in long-term liabilities at the end of 2023, compared to the end of 2022, primarily due to an increase in the noncurrent portion of our accrued opioid settlement charges;"]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Cash flows for accounts payable were more favorable in 2023, compared to 2022, due to increased accounts payable at the end of 2023, compared to the end of 2022, primarily due to timing of payments and management\u2019s focus on working capital improvements;"]] [[/GREPCENT_TABLE]] ​ 42 ​ [[GREPCENT_TABLE]] [["","\u25cf","A decrease in income taxes receivable at the end of 2023, compared to the end of 2022, primarily due to applying our overpayment in 2022 to our estimated tax payments for 2023; and"]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Cash flows for accounts receivable were more favorable in 2023, compared to 2022, due to decreased pharmacy receivables at the end of 2023, compared to the end of 2022, primarily due to timing of cash receipts and the termination of our agreement with Express Scripts."]] [[/GREPCENT_TABLE]] ​ Net cash used by investing activities ​ Investing activities used cash of $3.8 billion in 2023, compared to $3.0 billion in 2022. The amount of cash used by investing activities increased in 2023, compared to 2022, primarily due to increased payments for property and equipment in 2023. ​ Net cash used by financing activities ​ We used $2.2 billion of cash for financing activities in 2023, compared to $2.3 billion in 2022. The amount of cash used for financing activities decreased in 2023, compared to 2022, primarily due to decreased treasury stock purchases, partially offset by increased payments on long-term debt including obligations under finance leases. ​ Capital Investments ​ Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, totaled $3.6 billion in 2023 and $3.3 billion in 2022. Capital investments for the purchase of leased facilities totaled $21 million in 2022. 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. Capital investments increased in 2023, compared to 2022, due to increasing our store capital investments compared to prior years. 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 2023, 2022 and 2021: ​ Supermarket Storing Activity ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","","2023","","2022","","2021"],["Beginning of year","","2,719","","2,726","","2,742","\u200b"],["Opened","","5","","3","","4","\u200b"],["Opened (relocation)","","2","","1","","4","\u200b"],["Closed (operational)","","(1)","","(10)","","(20)","\u200b"],["Closed (relocation)","","(3)","","(1)","","(4)","\u200b"],["End of year","","2,722","","2,719","","2,726","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Total supermarket square footage (in millions)","","180","","179","","179","\u200b"]] [[/GREPCENT_TABLE]] ​ Debt Management ​ Total debt, including both the current and long-term portions of obligations under finance leases, decreased $1.2 billion to $12.2 billion as of year-end 2023 compared to 2022. This decrease resulted primarily from the payment of $600 million of senior notes bearing an interest rate of 3.85% and the payment of $500 million of senior notes bearing an interest rate of 4.00%. ​ 43 ​ Common Share Repurchase Programs ​ We maintain share repurchase programs that comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and allow for the orderly repurchase of our common shares, from time to time.  The share repurchase programs do not have an expiration date but may be suspended or terminated by our Board of Directors at any time. We made open market purchases of our common shares totaling $821 million in 2022. During the third quarter of 2022, we paused our share repurchase program to prioritize de-leveraging following the proposed merger with Albertsons. ​ In addition, we also repurchase common shares 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”). This program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises. We repurchased approximately $62 million in 2023 and $172 million in 2022 of our common shares under the 1999 Repurchase Program. ​ 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 have been repurchased under the September 2022 authorization. During the third quarter of 2022, we paused our share repurchase program to prioritize de-leveraging following the proposed merger with Albertsons. As of February 3, 2024, there was $1.0 billion remaining under the September 2022 Repurchase Program. ​ Dividends ​ The following table provides dividend information for 2023 and 2022 ($ in millions, except per share amounts): ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","2023","\u200b","2022"],["Cash dividends paid","$","796","\u200b","$","682"],["Cash dividends paid per common share","$","1.10","\u200b","$","0.94"]] [[/GREPCENT_TABLE]] ​ Liquidity Needs ​ We held cash and temporary cash investments of $1.9 billion, as of the end of 2023, which reflects our elevated operating performance over the last few years and paused share repurchase program. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to board approval, as well as share repurchase programs and we will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy. ​ 44 ​ The table below summarizes our short-term and long-term material cash requirements, based on year of maturity or settlement, as of February 3, 2024 (in millions of dollars): ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","","2024","","2025","","2026","","2027","","2028","","Thereafter","","Total"],["Contractual Obligations(1)(2)","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Long-term debt(3)","\u200b","$","25","\u200b","$","92","\u200b","$","1,305","\u200b","$","611","\u200b","$","642","\u200b","$","7,512","\u200b","$","10,187","\u200b"],["Interest on long-term debt(4)","\u200b","\u200b","450","\u200b","\u200b","446","\u200b","\u200b","418","\u200b","\u200b","387","\u200b","\u200b","375","\u200b","\u200b","4,163","\u200b","\u200b","6,239","\u200b"],["Finance lease obligations","\u200b","\u200b","243","\u200b","\u200b","240","\u200b","\u200b","240","\u200b","\u200b","242","\u200b","\u200b","238","\u200b","\u200b","1,359","\u200b","\u200b","2,562","\u200b"],["Operating lease obligations","\u200b","\u200b","961","\u200b","\u200b","898","\u200b","\u200b","838","\u200b","\u200b","784","\u200b","\u200b","722","\u200b","\u200b","5,738","\u200b","\u200b","9,941","\u200b"],["Self-insurance liability(5)","\u200b","\u200b","281","\u200b","\u200b","159","\u200b","\u200b","108","\u200b","\u200b","68","\u200b","\u200b","40","\u200b","\u200b","105","\u200b","\u200b","761","\u200b"],["Construction commitments(6)","\u200b","\u200b","1,374","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","1,374","\u200b"],["Opioid settlement commitments(7)","\u200b","\u200b","296","\u200b","\u200b","154","\u200b","\u200b","143","\u200b","\u200b","143","\u200b","\u200b","143","\u200b","\u200b","568","\u200b","\u200b","1,447","\u200b"],["Purchase obligations(8)","\u200b","\u200b","827","\u200b","\u200b","391","\u200b","\u200b","360","\u200b","\u200b","307","\u200b","\u200b","267","\u200b","\u200b","1,752","\u200b","\u200b","3,904","\u200b"],["Total","\u200b","$","4,457","\u200b","$","2,380","\u200b","$","3,412","\u200b","$","2,542","\u200b","$","2,427","\u200b","$","21,197","\u200b","$","36,415","\u200b"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(1)","The contractual obligations table excludes funding of pension and other postretirement benefit obligations, which totaled approximately $65 million in 2023. 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 $635 million in 2023. For additional information about these multi-employer pension plans, see Note 15 to the Consolidated Financial Statements."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(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."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(3)","As of February 3, 2024, we had no outstanding commercial paper and no borrowings under our credit facility."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(4)","Amounts include contractual interest payments using the interest rate as of February 3, 2024 and stated fixed and swapped interest rates, if applicable, for all other debt instruments."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(5)","The amounts included for self-insurance liability related to workers\u2019 compensation claims have been stated on a present value basis."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(6)","Amounts include funds owed to third parties for projects currently under construction. These amounts are reflected in \u201cAccounts payable\u201d in our Consolidated Balance Sheets."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(7)","Amounts include scheduled opioid settlement commitments related to the nationwide opioid settlement framework and the State of West Virginia. For additional information about our opioid settlement charges, see Note 12 to the Consolidated Financial Statements."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(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 3, 2024. We did not include our commitments associated with additional customer fulfillment centers that have not yet been ordered. We expect our future commitments for customer fulfillment centers will continue to grow as we place orders for additional customer fulfillment centers."]] [[/GREPCENT_TABLE]] ​ We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of February 3, 2024, 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. ​ 45 ​ As previously disclosed, on October 13, 2022, we entered into a merger agreement with Albertsons. We expect to meet our liquidity needs for the proposed merger with cash and temporary cash investments on hand as of the merger closing date, cash flows from our operating activities and other sources of liquidity, including borrowings under our commercial paper program, senior notes issuances, bank credit facility and other sources of financing. In connection with the proposed merger, we entered into a commitment letter for a bridge term loan facility and executed a term loan credit agreement. For additional information about the proposed merger with Albertsons, see Note 16 to the Consolidated Financial Statements. ​ For additional information about our debt activity in 2023, see Note 5 to the Consolidated Financial Statements. ​ Factors Affecting Liquidity ​ We can currently borrow on a daily basis approximately $2.75 billion under our commercial paper program.  At February 3, 2024, 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, 2024, 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: ​ [[GREPCENT_TABLE]] [["","\u25cf","Our Leverage Ratio (the ratio of Net Debt to Adjusted EBITDA, as defined in the credit facility) was 1.10 to 1 as of February 3, 2024. 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."]] [[/GREPCENT_TABLE]] ​ 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 3, 2024. ​ As of February 3, 2024, we maintained a $2.75 billion (with the ability to increase by $1.25 billion), unsecured revolving credit facility that, unless extended, terminates on July 6, 2026. 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 3, 2024, 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 $2 million as of February 3, 2024. ​ In connection with the proposed merger with Albertsons, on October 13, 2022, we entered into a commitment letter with certain lenders pursuant to which the lenders have committed to provide a 364-day $17.4 billion senior unsecured bridge term loan facility. The commitments are intended to be drawn to finance the proposed merger with Albertsons only to the extent we do not arrange for alternative financing prior to closing. As alternative financing for the proposed merger is secured, the commitments with respect to the bridge term loan facility under the commitment letter will be reduced. ​ 46 ​ On November 9, 2022, we executed a term loan credit agreement with certain lenders pursuant to which the lenders committed to provide, contingent upon the completion of the proposed merger with Albertsons and certain other customary conditions to funding, (1) senior unsecured term loans in an aggregate principal amount of $3.0 billion maturing on the third anniversary of the proposed merger closing date and (2) senior unsecured term loans in an aggregate principal amount of $1.75 billion maturing on the date that is 18 months after the proposed merger closing date (collectively, the “Term Loan Facilities”). Borrowings under the Term Loan Facilities will be used to pay a portion of the consideration and other amounts payable in connection with the proposed merger with Albertsons. The duration of the Term Loan Facilities will allow us to achieve our net total debt to adjusted EBITDA ratio target range of 2.30 to 2.50 within the first 18 to 24 months after the proposed merger closing date. The entry into the term loan credit agreement reduced the commitments under our bridge facility commitment letter from $17.4 billion to $12.65 billion. Borrowings under the Term Loan Facilities will bear interest at rates that vary based on the type of loan and our debt rating. ​ In addition to the available credit mentioned above, as of February 3, 2024, we had authorized for issuance $5 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 $473 million of outstanding surety bonds as of February 3, 2024. These surety bonds expire during fiscal year 2024 and are expected to be renewed. ​ We have standby letters of credit outstanding as part of our insurance program and for other business purposes. 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. We had $314 million of outstanding standby letters of credit as of February 3, 2024. These standby letters of credit expire during fiscal year 2024 or early fiscal year 2025 and most are expected to be renewed. 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. ​ 47 ​