Kroger (KR) Initiates New $7.5B Share Buyback Program

The Kroger Co. (NYSE: KR) today terminated its merger agreement with Albertsons after the U.S. District Court for the District of Oregon granted the Federal Trade Commission's request for a preliminary injunction to block the proposed merger. After reviewing options, the company determined it is no longer in its best interests to pursue the merger.

"Kroger is moving forward from a position of strength. Our go-to-market strategy provides exceptional value and unique omnichannel experiences to our customers which powers our value creation model. We look forward to accelerating our flywheel to grow our alternative profit businesses and generate increased cash flows. The strength of our balance sheet and sustainability of our model allows us to pursue a variety of growth opportunities, including further investment in our store network through new stores and remodels, which will be an important part of our 8 – 11% TSR model over time," said Rodney McMullen, Kroger's Chairman and CEO.

America's Grocer is Committed to Lowering Grocery Prices & Investing in Associates

"Kroger has an extraordinary track record of investing in America," said McMullen. "We are at our best when we serve others – our customers, associates, and communities – and we take seriously our responsibility to provide great value by consistently lowering prices and offering more choices. When we do this, more customers shop with us and buy more groceries, which allows us to reinvest in even lower prices, a better shopping experience and higher wages. We know this model works because we've been doing it successfully for many years, and this is exactly what we will continue to do."

Kroger's ongoing investments in America include:

• $5 billion in lower prices since 2003
• $2.4 billion in incremental wage increases on top of industry-leading benefits since 2018, a 38% increase in average hourly rate, while growing opportunities for a largely unionized grocery workforce
• $3.6 - $3.8 billion in annual capital investments to build new and remodel stores, food processing and other facilities, improve the customer experience and create additional job opportunities
• $2.3 billion to support local communities through charitable giving since 2017, including $1.5 billion to feed hungry families

"I appreciate our associates who remained focused on taking care of our customers, communities and each other throughout the merger process," added McMullen.

Share Repurchase Program Including Accelerated Share Repurchases

Now that Kroger has terminated the merger agreement, the company is ready to deploy its capacity. With its strengthened balance sheet, Kroger will resume share repurchases after a more than two-year pause. Since announcing the merger, Kroger used its strong free cash flow and debt financing to build meaningful balance sheet capacity while maintaining its investment-grade rating.

Kroger's Board of Directors approved a new share repurchase program authorizing the repurchase of up to $7.5 billion of common stock. The new repurchase authorization replaces Kroger's existing $1 billion authorization which was approved in September 2022. Kroger intends to enter an accelerated share repurchase ("ASR") agreement for the repurchase of approximately $5 billion of common stock.

"Our strong balance sheet and free cash flows position us to deliver on our commitment to grow the business and return capital to shareholders, maintaining capacity to invest in lower prices and higher associate wages," McMullen said.

Kroger expects to continue to generate strong free cash flow and remains committed to its capital allocation priorities including maintaining its current investment grade debt rating, investing in the business to drive long-term sustainable net earnings growth, and returning excess free cash flow to shareholders via share repurchases and a growing dividend over time, subject to board approval.

Looking forward, Kroger plans to host an Investor Day event in late spring of 2025 to share an update on its strategic priorities, future growth prospects and long-term financial outlook.

Merger Debt Redemption

In connection with the termination of the merger agreement, Kroger will begin the process of redeeming the $4.7 billion of its senior notes issued on August 27, 2024, that include a special mandatory redemption provision in accordance with their terms. The notes will be redeemed at a redemption price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.

Termination of Exchange Offers

In connection with the termination of the merger agreement, Kroger has also elected to terminate its previously announced offers to exchange (collectively, the "Exchange Offers") any and all outstanding notes (the "ACI Notes") issued by Albertsons Companies, Inc., New Albertsons, L.P., Safeway Inc., Albertson's LLC, Albertsons Safeway LLC and American Stores Company, LLC (collectively, the "ACI Issuing Entities"), for up to $7,441,608,000 aggregate principal amount of new notes to be issued by Kroger and cash. Kroger has also elected to terminate the related solicitation of consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation") on behalf of the ACI Issuing Entities to adopt certain proposed amendments to the indentures governing the ACI Notes (the "ACI Indentures").

As a result of the Exchange Offer being terminated, the total consideration, including any consent fee, will not be paid or become payable to holders of the ACI Notes who have validly tendered and not validly withdrawn their ACI Notes for exchange in the Exchange Offer, and the ACI Notes validly tendered and not validly withdrawn for exchange pursuant to the Exchange Offer will be promptly returned to the tendering holders. As a result of the Consent Solicitation being terminated, the proposed amendments to the ACI Indentures and the supplemental indentures previously entered into reflecting such proposed amendments will not become operative.

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