KROGER CO
For the period ended Nov 9, 2024. Filed Dec 13, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 9, 2024 · Filed Dec 13, 2024
KR$67.70-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-08-17; filed 2024-09-20.
0001558370-24-012921
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-11-09; filed 2024-12-13.
0001558370-24-016233
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 103 previous paragraphs and 105 current paragraphs.
48 unchanged; 44 reworded; 11 added; 11 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 55 previous and 67 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
We delivered solid third quarter results led by our pharmacy and digital performance, which reflects the versatility and durability of our value creation model. By executing our go-to-market strategy to deliver a differentiated customer experience through our focus areas of Fresh,Our Brands, Personalization and Seamless, we are building loyalty, increasing customer engagement and driving growth in total and loyal households, which in turn funds our alternative profit businesses and drives greater efficiencies.
Current report
Kroger is delivering on its longstanding commitment to provide customers with the value they are seeking. We are helping customers save in multiple ways, including competitive shelf prices and loyalty discounts, personalized offers, fuel rewards and an expanded multi-tieredOur Brands portfolio. We also remain focused on retention by investing in our associates, through enhanced wages and benefits and improved training and career development opportunities. This positions us well to generate attractive and sustainable returns for shareholders.
Current report
Net earnings for the third quarter of 2024 include the following, which we define as the “2024 Third Quarter Adjusted Items”:
Current report
Net earnings for the first three quarters of 2023 include the following, which we define as the “2023 Adjusted Items”:
Current report
Net earnings for the third quarter of 2023 include the following, which we define as the “2023 Third Quarter Adjusted Items”:
Current report
Operating Profit and FIFO Operating Profit
Current report
FIFO operating profit was $832 million, or 2.5% of sales, for the third quarter of 2024, compared to $941 million, or 2.8% of sales, for the third quarter of 2023. FIFO operating profit, as a percentage of sales, excluding the 2024 and 2023 Third Quarter Adjusted Items, remained primarily flat in the third quarter of 2024, compared to the third quarter of 2023.
Current report
Net Interest Expense
Current report
Cash paid for net interest decreased in the first three quarters of 2024, compared to the first three quarters of 2023, primarily due to increased interest income earned on our increased balances of cash and temporary cash investments throughout the first three quarters of 2024. In addition, interest payments for the $10.5 billion of senior notes issued in the third quarter of 2024 are not due until the beginning of fiscal year 2025.
Current report
On December 11, 2024, we announced that our Board of Directors terminated the September 2022 Share Repurchase Program and authorized a new share repurchase program in an aggregate amount of $7.5 billion, of which $5.0 billion is expected to be repurchased by means of an accelerated share repurchase program. The remaining amounts under the program may be repurchased by means of open market transactions, privately negotiated transactions, accelerated share repurchase programs or other derivative transactions, or any combination of the foregoing.
Current report
Concurrently with the termination of the Merger Agreement on December 11, 2024, the commitments with respect to the Term Loan Facilities and the Albertsons Closing Date Additional Commitments were automatically terminated in accordance with the terms of the Term Loan Facilities or the Credit Agreement, as applicable. For additional information about the termination of the proposed merger with Albertsons, see Note 10 and Note 11 to the Consolidated Financial Statements.
Removed paragraphs (11)
Previous report
We achieved solid second quarter results which demonstrate the strength and resiliency of our value creation model. By maintaining our long-term commitment to lower prices, personalized promotions and rewards and a focus on strong store execution, all through a unique seamless experience, we are improving sales momentum by growing total and loyal households and increasing customer visits, which in turn fuels our alternative profit businesses and drives greater efficiencies.
Previous report
As our customers continue adjusting to the current economic environment, the resiliency of our model enables us to navigate an environment of economic uncertainty through investments made to diversify our business. We are strengthening our grocery business, which drives the data and traffic to accelerate growth in our alternative profit businesses. We remain committed to delivering exceptional value for our customers and investing in associates which positions us well to generate attractive and sustainable returns for our shareholders.
Previous report
Net earnings for the second quarter of 2024 include the following, which we define as the “2024 Second Quarter Adjusted Items”:
Previous report
Net earnings for the first two quarters of 2023 include the following, which we define as the “2023 Adjusted Items”:
Previous report
Net earnings for the second quarter of 2023 include the following, which we define as the “2023 Second Quarter Adjusted Items”:
Previous report
Operating Profit (Loss) and FIFO Operating Profit (Loss)
Previous report
Operating profit (loss) was $815 million, or 2.4% of sales, for the second quarter of 2024, compared to $(479) million, or (1.4)% of sales, for the second quarter of 2023. Operating profit (loss) increased due to decreased OG&A expenses, higher FIFO gross margin, excluding fuel, and an increase in fuel operating profit, partially offset by increased depreciation and amortization expenses.
Previous report
Operating Profit (Loss) excluding the Adjusted Items
Previous report
Interest Expense
Previous report
Net Earnings (Loss) and Net Earnings (Loss) Per Diluted Share
Previous report
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. On August 20, 2024, we issued $10.5 billion of senior notes. We expect to use the net proceeds of the senior notes issuances to pay a portion of the cash consideration for the proposed merger with Albertsons. A portion of the proceeds of the senior notes issuances is subject to a special mandatory redemption under certain circumstances if the merger is terminated or does not close by an agreed upon date. If the proposed merger with Albertsons is not completed, we expect to use a portion of the net proceeds for general corporate purposes. Due to the senior notes issuances, we terminated the commitment letter for the bridge term loan facility. For additional information about the proposed merger with Albertsons, see Note 10 and Note 11 to the Consolidated Financial Statements.
Reworded paragraphs (44)
Previous wording
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.
Current wording
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. On December 11, 2024, we announced that our Board of Directors terminated the September 2022 Share Repurchase Program, as defined below, and authorized a new share repurchase program in an aggregate amount of $7.5 billion, of which $5.0 billion is expected to be repurchased by means of an accelerated share repurchase program. The remaining amounts under the program may be repurchased by means of open market transactions, privately negotiated transactions, accelerated share repurchase programs or other derivative transactions, or any combination of the foregoing.
Previous wording
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.
Current wording
We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.
Previous wording
Notable items for the second quarter and first two quarters of 2024 are:
Current wording
Notable items for the third quarter and first three quarters of 2024 are:
Previous wording
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 (loss), 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 (loss), net earnings (loss) and net earnings (loss) 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.
Current wording
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.
Previous wording
We calculate FIFO operating profit (loss) as operating profit (loss) excluding the LIFO charge. FIFO operating profit (loss) is an important measure used by management and management believes FIFO operating profit (loss) is a useful metric to investors and analysts because it measures the operational effectiveness of our financial model.
Current wording
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.
Previous wording
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 (loss), net earnings (loss) per diluted share and FIFO operating profit (loss) because adjusted items are not the result of our normal operations. Net earnings (loss) for the first two quarters of 2024 include the following, which we define as the “2024 Adjusted Items”:
Current wording
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 the first three quarters of 2024 include the following, which we define as the “2024 Adjusted Items”:
Previous wording
Total sales increased in the second quarter of 2024, compared to the second quarter of 2023, by 0.2%. The increase was primarily due to an increase in both total sales to retail customers without fuel and other sales, partially offset by a decrease in supermarket fuel sales. Total sales, excluding fuel, increased 1.3% in the second quarter of 2024, compared to the second quarter of 2023, which was primarily due to our identical sales increase, excluding fuel, of 1.2%. Identical sales, excluding fuel, for the second quarter of 2024, compared to the second quarter of 2023, increased primarily due to increases in total and loyal households shopping with us, increased customer visits and Health and Wellness sales, partially offset by a reduction in the number of items in basket. Total supermarket fuel sales decreased 8.0% in the second quarter of 2024, compared to the second quarter of 2023, primarily due to a decrease in the average retail fuel price of 4.6% and a decrease in fuel gallons sold of 3.5%, which was better than the average market decline in fuel gallons sold. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel.
Current wording
Total sales decreased in the third quarter of 2024, compared to the third quarter of 2023, by 1.0%. The decrease was primarily due to a decrease in supermarket fuel sales and the sale of Kroger Specialty Pharmacy, partially offset by an increase in total sales to retail customers without fuel. Total supermarket fuel sales decreased 18.8% in the third quarter of 2024, compared to the third quarter of 2023, primarily due to a decrease in the average retail fuel price of 14.9% and a decrease in fuel gallons sold of 4.5%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. Total sales, excluding fuel and Kroger Specialty Pharmacy, increased 2.7% in the third quarter of 2024, compared to the third quarter of 2023, which was primarily due to our identical sales increase, excluding fuel, of 2.3%. Identical sales, excluding fuel, for the third quarter of 2024, compared to the third quarter of 2023, increased primarily due to increases in total and loyal households shopping with us and increased Health and Wellness sales, partially offset by a reduction in the number of items in basket.
Previous wording
Total sales increased in the first two quarters of 2024, compared to the first two quarters of 2023, by 0.2%. The increase was primarily due to an increase in both total sales to retail customers without fuel and other sales, partially offset by a decrease in supermarket fuel sales. Total sales, excluding fuel, increased 0.9% in the first two quarters of 2024, compared to the first two quarters of 2023, which was primarily due to our identical sales increase, excluding fuel, of 0.8%. Identical sales, excluding fuel, for the first two quarters of 2024, compared to the first two quarters of 2023, increased primarily due to increases in total and loyal households shopping with us, increased customer visits and Health and Wellness sales, partially offset by a reduction in the number of items in basket. Total supermarket fuel sales decreased 5.0% in the first two quarters of 2024, compared to the first two quarters of 2023, primarily due to a decrease in the average retail fuel price of 2.9% and a decrease in fuel gallons sold of 2.2%, which was better than the average market decline in fuel gallons sold. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel.
Current wording
Total sales decreased in the first three quarters of 2024, compared to the first three quarters of 2023, by 0.1%. The decrease was primarily due to a decrease in supermarket fuel sales and the sale of Kroger Specialty Pharmacy, partially offset by an increase in both total sales to retail customers without fuel and other sales. Total supermarket fuel sales decreased 9.3% in the first three quarters of 2024, compared to the first three quarters of 2023, primarily due to a decrease in the average retail fuel price of 6.6% and a decrease in fuel gallons sold of 2.9%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel. Total sales, excluding fuel and Kroger Specialty Pharmacy, increased 1.5% in the first three quarters of 2024, compared to the first three quarters of 2023, which was primarily due to our identical sales increase, excluding fuel, of 1.2%. Identical sales, excluding fuel, for the first three quarters of 2024, compared to the first three quarters of 2023, increased primarily due to increases in total and loyal households shopping with us, increased customer visits and Health and Wellness sales, partially offset by a reduction in the number of items in basket.
Previous wording
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. Starting in the first quarter of 2024, Kroger Specialty Pharmacy businesses were not included in identical sales due to being classified as held for sale, while they were included in identical sales in the second quarter and the first two quarters of 2023. We include sales from Kroger Delivery powered by Ocado in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for the second quarter and the first two quarters of 2024.
Current wording
We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy business and Delivery and Ship solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We define Kroger Specialty Pharmacy business as identical when physical locations have been in operation continuously for five full quarters; discontinued patient therapies are excluded from the identical sales calculation starting in the quarter of transfer or termination. Starting in the first quarter of 2024, Kroger Specialty Pharmacy business was not included in identical sales due to being classified as held for sale, while they were included in identical sales in the third quarter and the first three quarters of 2023. We completed the sale of the Kroger Specialty Pharmacy business during the third quarter of 2024. We include sales from Kroger Delivery powered by Ocado in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for the third quarter and the first three quarters of 2024.
Previous wording
Our gross margin rate, as a percentage of sales, was 22.48% for the first two quarters of 2024, compared to 22.10% for the first two quarters of 2023. 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 the first two quarters of 2024, compared to the first two quarters of 2023, resulted primarily from decreased fuel sales, which have a lower gross margin rate, an increase in our fuel gross margin, favorable product mix in our grocery business includingOur Brands, a decreased LIFO charge and our ability to effectively manage product costs through strong sourcing practices, partially offset by lower pharmacy margins and increased promotional price investments.
Current wording
Our gross margin rate, as a percentage of sales, was 22.85% for the third quarter of 2024, compared to 22.03% for the third quarter of 2023. This increase in rate was achieved while maintaining competitive prices and helping customers manage their budgets. The increase in rate in the third quarter of 2024, compared to the third quarter of 2023, resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, lower shrink, decreased fuel sales, which have a lower gross margin rate, strongOur Brandsperformance and a decreased LIFO charge, partially offset by lower pharmacy margins.
Previous wording
Our gross margin rate, as a percentage of sales, was 22.56% for the second quarter of 2024, compared to 21.79% for the second quarter of 2023. This increase in rate was achieved while maintaining competitive prices and helping customers manage their budgets. The increase in rate in the second quarter of 2024, compared to the second quarter of 2023, resulted primarily from decreased fuel sales, which have a lower gross margin rate, an increase in our fuel gross margin, favorable product mix in our grocery business includingOur Brands, lower shrink and our ability to effectively manage product costs through strong sourcing practices, partially offset by lower pharmacy margins.
Current wording
Our gross margin rate, as a percentage of sales, was 22.59% for the first three quarters of 2024, compared to 22.08% for the first three quarters of 2023. This increase in rate was achieved while maintaining competitive prices and helping customers manage their budgets. The increase in rate in the first three quarters of 2024, compared to the first three quarters of 2023, resulted primarily from strongOur Brandsperformance, decreased fuel sales, which have a lower gross margin rate, lower shrink, the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, our ability to effectively manage product costs through sourcing practices and a decreased LIFO charge, partially offset by lower pharmacy margins.
Previous wording
Our LIFO charge was $21 million in the second quarter of 2024, compared to $4 million in the second quarter of 2023. Our LIFO charge was $62 million in the first two quarters of 2024, compared to $102 million in the first two quarters of 2023. Our decreased LIFO charge for the first two quarters of 2024, compared to the first two quarters of 2023, was due to our lower expected annualized product cost of inflation for 2024 compared to 2023.
Current wording
Our LIFO charge was $4 million in the third quarter of 2024, compared to $29 million in the third quarter of 2023. Our LIFO charge was $66 million in the first three quarters of 2024, compared to $131 million in the first three quarters of 2023. Our decreased LIFO charge for the first three quarters of 2024, compared to the first three quarters of 2023, was due to our lower expected annualized product cost inflation for 2024 compared to 2023.
Previous wording
Our FIFO gross margin rate, which excludes the LIFO charge, was 22.63% in the second quarter of 2024, compared to 21.81% in the second quarter of 2023. 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, our FIFO gross margin rate increased 42 basis points in the second quarter of 2024, compared to the second quarter of 2023. This increase in rate was achieved while maintaining competitive prices and helping customers manage their budgets. This increase resulted primarily from favorable product mix in our grocery business includingOur Brands, lower shrink and our ability to effectively manage product costs through strong sourcing practices, partially offset by lower pharmacy margins.
Current wording
Our FIFO gross margin rate, which excludes the LIFO charge, was 22.86% in the third quarter of 2024, compared to 22.11% in the third quarter of 2023. 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, our FIFO gross margin rate increased 51 basis points in the third quarter of 2024, compared to the third quarter of 2023. This increase in rate was achieved while maintaining competitive prices and helping customers manage their budgets. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, lower shrink and strongOur Brandsperformance, partially offset by lower pharmacy margins. Excluding the effect of fuel and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 25 basis points in the third quarter of 2024, compared to the third quarter of 2023.
Previous wording
Our FIFO gross margin rate, which excludes the LIFO charge, was 22.55% in the first two quarters of 2024, compared to 22.23% in the first two quarters of 2023. Excluding the effect of fuel, our FIFO gross margin rate increased 14 basis points in the first two quarters of 2024, compared to the first two quarters of 2023. 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 favorable product mix in our grocery business includingOur Brands and our ability to effectively manage product costs through strong sourcing practices, partially offset by lower pharmacy margins and increased promotional price investments.
Current wording
Our FIFO gross margin rate, which excludes the LIFO charge, was 22.65% in the first three quarters of 2024, compared to 22.19% in the first three quarters of 2023. Excluding the effect of fuel, our FIFO gross margin rate increased 25 basis points in the first three quarters of 2024, compared to the first three quarters of 2023. This increase in rate was achieved while maintaining competitive prices and helping customers manage their budgets. This increase resulted primarily from strongOur Brands performance, lower shrink, the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, our ability to effectively manage product costs through sourcing practices and a decreased LIFO charge, partially offset by lower pharmacy margins. Excluding the effect of fuel and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 14 basis points in the first three quarters of 2024, compared to the first three quarters of 2023.
Previous wording
OG&A expenses, as a percentage of sales, were 17.36% in the second quarter of 2024 and 20.49% in the second quarter of 2023. The decrease in the second quarter of 2024, compared to the second quarter of 2023, resulted primarily from the 2023 Second Quarter OG&A Adjusted Items and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, partially offset by the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, planned investment in associates, increased incentive plan costs, hurricane related costs, an increase in costs due to the severity of general liability claims and the 2024 Second Quarter OG&A Adjusted Item.
Current wording
OG&A expenses, as a percentage of sales, were 17.54% in the third quarter of 2024 and 16.63% in the third quarter of 2023. The increase in the third quarter of 2024, compared to the third quarter of 2023, resulted primarily from the 2024 Third Quarter OG&A Adjusted Item, the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, increased incentive plan costs and the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity and the 2023 Third Quarter OG&A Adjusted Item.
Previous wording
OG&A expenses, as a percentage of sales, were 17.04% in the first two quarters of 2024 and 18.13% in the first two quarters of 2023. The decrease in the first two quarters of 2024, compared to the first two quarters of 2023, resulted primarily from the 2023 OG&A Adjusted Items and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, partially offset by the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, planned investment in associates, increased incentive plan costs and the 2024 OG&A Adjusted Item.
Current wording
OG&A expenses, as a percentage of sales, were 17.19% in the first three quarters of 2024 and 17.68% in the first three quarters of 2023. The decrease in the first three quarters of 2024, compared to the first three quarters of 2023, resulted primarily from the 2023 OG&A Adjusted Items and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, partially offset by the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, increased incentive plan costs, planned investment in associates, the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, and the 2024 OG&A Adjusted Item.
Previous wording
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 2024 Second Quarter OG&A Adjusted Item and the 2023 Second Quarter OG&A Adjusted Items, our OG&A rate increased 65 basis points in the second quarter of 2024, compared to the second quarter of 2023. This increase resulted primarily from planned investments in associates, increased incentive plan costs, hurricane related costs and an increase in costs due to the severity of general liability claims, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity.
Current wording
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 2024 Third Quarter OG&A Adjusted Item and the 2023 Third Quarter OG&A Adjusted Item, our OG&A rate increased 22 basis points in the third quarter of 2024, compared to the third quarter of 2023. This increase resulted primarily from increased incentive plan costs and the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity. Excluding the effect of fuel, Kroger Specialty Pharmacy, the 2024 Third Quarter OG&A Adjusted Item and the 2023 Third Quarter OG&A Adjusted Item, our OG&A rate increased 5 basis points in the third quarter of 2024, compared to the third quarter of 2023.
Previous wording
Excluding the effect of fuel, the 2024 OG&A Adjusted Item and the 2023 OG&A Adjusted Items, our OG&A rate increased 40 basis points in the first two quarters of 2024, compared to the first two quarters of 2023. This increase resulted primarily from planned investments in associates and increased incentive plan costs, partially offset by the broad-based improvement from cost savings initiatives that drive administrative efficiencies, including store productivity.
Current wording
Excluding the effect of fuel, the 2024 OG&A Adjusted Item and the 2023 OG&A Adjusted Items, our OG&A rate increased 35 basis points in the first three quarters of 2024, compared to the first three quarters of 2023. This increase resulted primarily from increased incentive plan costs, planned investments in associates and the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, partially offset by the broad-based improvement from cost savings initiatives that drive administrative efficiencies, including store productivity. Excluding the effect of fuel, Kroger Specialty Pharmacy, the 2024 OG&A Adjusted Item and the 2023 OG&A Adjusted Items, our OG&A rate increased 29 basis points in the first three quarters of 2024, compared to the first three quarters of 2023.
Previous wording
Rent expense remained relatively consistent, as a percentage of sales, for the second quarter and the first two quarters of 2024, compared to the same periods of 2023.
Current wording
Rent expense remained relatively consistent, as a percentage of sales, for the third quarter and the first three quarters of 2024, compared to the same periods of 2023.
Previous wording
Depreciation and amortization expense increased, as a percentage of sales, in the second quarter and first two quarters of 2024, compared to the same periods of 2023. This increase was primarily due to additional depreciation associated with higher capital investments during the rolling four quarter period ending with the second quarter of 2024 and a decrease in the average useful life on these capital investments.
Current wording
Depreciation and amortization expense increased, as a percentage of sales, in the third quarter and first three quarters of 2024, compared to the same periods of 2023. This increase was primarily due to additional depreciation associated with higher capital investments during the rolling four quarter period ending with the third quarter of 2024 and a decrease in the average useful life on these capital investments.
Previous wording
FIFO operating profit (loss) was $836 million, or 2.5% of sales, for the second quarter of 2024, compared to $(475) million, or (1.4)% of sales, for the second quarter of 2023. FIFO operating profit (loss), as a percentage of sales, excluding the 2024 and 2023 Second Quarter Adjusted Items, decreased 3 basis points in the second quarter of 2024, compared to the second quarter of 2023, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales, partially offset by a higher FIFO gross margin rate and an increase in fuel operating profit.
Current wording
Operating profit was $828 million, or 2.5% of sales, for the third quarter of 2024, compared to $912 million, or 2.7% of sales, for the third quarter of 2023. Operating profit, as a percentage of sales, decreased 22 basis points in the third quarter of 2024, compared to the third quarter of 2023, due to increased OG&A expenses and depreciation and amortization expenses, as a percentage of sales, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate and a decreased LIFO charge.
Previous wording
Operating profit was $2.1 billion, or 2.7% of sales, for the first two quarters of 2024, compared to $991 million, or 1.3% of sales, for the first two quarters of 2023. Operating profit, as a percentage of sales, increased 141 basis points in the first two quarters of 2024, compared to the first two quarters of 2023, due to decreased OG&A expenses, as a percentage of sales, a higher FIFO gross margin rate, an increase in fuel operating profit and a decreased LIFO charge, partially offset by increased depreciation and amortization expenses, as a percentage of sales.
Current wording
Operating profit was $2.9 billion, or 2.6% of sales, for the first three quarters of 2024, compared to $1.9 billion, or 1.7% of sales, for the first three quarters of 2023. Operating profit, as a percentage of sales, increased 92 basis points in the first three quarters of 2024, compared to the first three quarters of 2023, due to decreased OG&A expenses, as a percentage of sales, a higher FIFO gross margin rate and a decreased LIFO charge, partially offset by increased depreciation and amortization expenses, as a percentage of sales, and a decrease in fuel operating profit.
Previous wording
FIFO operating profit was $2.2 billion, or 2.7% of sales, for the first two quarters of 2024, compared to $1.1 billion, or 1.4% of sales, for the first two quarters of 2023. FIFO operating profit, as a percentage of sales, excluding the 2024 and 2023 Adjusted Items, decreased 22 basis points in the first two quarters of 2024, compared to the first two quarters of 2023, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales, partially offset by a higher FIFO gross margin rate, an increase in fuel operating profit and a decreased LIFO charge.
Current wording
FIFO operating profit was $3.0 billion, or 2.7% of sales, for the first three quarters of 2024, compared to $2.0 billion, or 1.8% of sales, for the first three quarters of 2023. FIFO operating profit, as a percentage of sales, excluding the 2024 and 2023 Adjusted Items, decreased 15 basis points in the first three quarters of 2024, compared to the first three quarters of 2023, due to increased OG&A and depreciation and amortization expenses, as a percentage of sales, and a decrease in fuel operating profit, partially offset by a higher FIFO gross margin rate and a decreased LIFO charge.
Previous wording
Specific factors contributing to the trends driving operating profit (loss) and FIFO operating profit (loss) identified above are discussed earlier in this section.
Current wording
Specific factors contributing to the trends driving operating profit and FIFO operating profit identified above are discussed earlier in this section.
Previous wording
The following table provides a reconciliation of operating profit (loss) to FIFO operating profit (loss), and to Adjusted FIFO operating profit, excluding the 2024 and 2023 Adjusted Items:
Current wording
The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the 2024 and 2023 Adjusted Items:
Previous wording
Interest expense decreased for the second quarter and first two quarters of 2024, compared to the same periods of 2023. This decrease was primarily due to increased interest income earned on our cash and temporary cash investments due to increased balances of cash and temporary cash investments throughout the second quarter and the first two quarters of 2024, compared to the same periods of 2023, and decreased average total outstanding debt throughout 2024, compared to 2023.
Current wording
Net interest expense decreased for the third quarter and first three quarters of 2024, compared to the same periods of 2023. Excluding the proceeds of the $10.5 billion issuance of senior notes in the third quarter of 2024, net interest expense decreased primarily due to increased interest income earned on our cash and temporary cash investments due to increased balances of cash and temporary cash investments throughout the third quarter and the first three quarters of 2024, compared to the same periods of 2023, and decreased average total debt throughout 2024, compared to 2023. For the $10.5 billion of senior notes issued in the third quarter of 2024, the interest expense associated with these senior notes was offset by interest income earned on the proceeds of these senior notes.
Previous wording
The effective income tax rate was 24.1% for the second quarter of 2024 and 9.1% for the second quarter of 2023. The effective income tax rate was 21.2% for the first two quarters of 2024 and 25.5% for the first two quarters of 2023. The effective income tax rate for the second quarter of 2024 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions. The effective tax rate for the first two quarters of 2024 differed from the federal statutory rate due to the effect of state income taxes, partially offset by a tax benefit related to classifying Kroger Specialty Pharmacy as held for sale and the utilization of tax credits and deductions. The effective income tax rate for the second quarter of 2023 reflects a tax benefit resulting from the pre-tax loss that occurred in the second quarter of 2023. The tax benefit was reduced by the nondeductible portion of opioid settlement charges, partially offset by the effect of state income taxes and the utilization of tax credits and deductions. The effective income tax rate for the first two quarters of 2023 differed from the federal statutory rate primarily due to the nondeductible portion of opioid settlement charges and the effect of state income taxes, partially offset by the utilization of tax credits and deductions.
Current wording
The effective income tax rate was 23.3% for the third quarter of 2024 and 23.9% for the third quarter of 2023. The effective income tax rate was 21.8% for the first three quarters of 2024 and 24.8% for the first three quarters of 2023. The effective income tax rate for the third quarter of 2024 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions. The effective income tax rate for the first three quarters of 2024 differed from the federal statutory rate due to the effect of state income taxes, partially offset by a tax benefit related to classifying Kroger Specialty Pharmacy as held for sale and the utilization of tax credits and deductions. The effective income tax rate for the third quarter of 2023 differed from the federal statutory rate due to the effect of state income taxes and certain nondeductible expenses, partially offset by the utilization of tax credits. The effective income tax rate for the first three quarters of 2023 differed from the federal statutory rate due to the effect of state income taxes, the nondeductible portion of opioid settlement charges and certain nondeductible expenses, partially offset by the utilization of tax credits.
Previous wording
Our net earnings (loss) are based on the factors discussed in the Results of Operations section.
Current wording
Our net earnings are based on the factors discussed in the Results of Operations section.
Previous wording
Net earnings were $0.64 per diluted share for the second quarter of 2024, compared to net loss of $(0.25) per diluted share for the second quarter of 2023. Adjusted net earnings of $0.93 per diluted share for the second quarter of 2024 represented a decrease of 3.1% compared to adjusted net earnings of $0.96 per diluted share for the second quarter of 2023. The decrease in adjusted net earnings per diluted share resulted primarily from decreased FIFO operating profit, excluding fuel, partially offset by increased fuel earnings, lower interest expense and lower income tax expense.
Current wording
Net earnings of $0.84 per diluted share for the third quarter of 2024 represented a decrease of 4.5% compared to net earnings of 0.88 per diluted share for the third quarter of 2023. Adjusted net earnings of $0.98 per diluted share for the third quarter of 2024 represented an increase of 3.2% compared to adjusted net earnings of $0.95 per diluted share for the third quarter of 2023. The increase in adjusted net earnings per diluted share resulted primarily from increased FIFO operating profit, excluding fuel, a decreased LIFO charge and lower net interest expense, partially offset by decreased fuel earnings.
Previous wording
Net earnings were $1.93 per diluted share for the first two quarters of 2024, compared to net earnings of $1.07 per diluted share for the first two quarters of 2023. Adjusted net earnings of $2.36 per diluted share for the first two quarters of 2024 represented a decrease of 4.5% compared to adjusted net earnings of $2.47 per diluted share for the first two quarters of 2023. The decrease in adjusted net earnings per diluted share resulted primarily from decreased FIFO operating profit, excluding fuel, partially offset by a decreased LIFO charge, lower interest expense, lower income tax expense and increased fuel earnings.
Current wording
Net earnings of $2.77 per diluted share for the first three quarters of 2024 represented an increase of 42.1% compared to net earnings of $1.95 per diluted share for the first three quarters of 2023. Adjusted net earnings of $3.34 per diluted share for the first three quarters of 2024 represented a decrease of 2.3% compared to adjusted net earnings of $3.42 per diluted share for the first three quarters of 2023. The decrease in adjusted net earnings per diluted share resulted primarily from decreased FIFO operating profit, excluding fuel, and decreased fuel earnings, partially offset by a decreased LIFO charge, lower net interest expense and lower income tax expense.
Previous wording
The following table summarizes our net increase in cash and temporary cash investments for the first two quarters of 2024 and 2023:
Current wording
The following table summarizes our net increase in cash and temporary cash investments for the first three quarters of 2024 and 2023:
Previous wording
We generated $3.5 billion of cash from operations in the first two quarters of 2024 compared to $4.4 billion in the first two quarters of 2023. Net earnings including noncontrolling interests, adjusted for non-cash items, generated approximately $3.7 billion of operating cash flow in the first two quarters of 2024 compared to $2.4 billion in the first two quarters of 2023. Cash provided (used) by operating activities for changes in operating assets and liabilities, including working capital, was $(269) million in the first two quarters of 2024 compared to $1.9 billion in the first two quarters of 2023. The decrease in cash provided by operating activities for changes in operating assets and liabilities, including working capital, was primarily due to the following:
Current wording
We generated $4.4 billion of cash from operations in the first three quarters of 2024 compared to $4.9 billion in the first three quarters of 2023. Net earnings including noncontrolling interests, adjusted for non-cash items, generated approximately $5.3 billion of operating cash flow in the first three quarters of 2024 compared to $4.1 billion in the first three quarters of 2023. Cash (used) provided by operating activities for changes in operating assets and liabilities, including working capital, was $(874) million in the first three quarters of 2024 compared to $818 million in the first three quarters of 2023. The decrease in cash provided by operating activities for changes in operating assets and liabilities, including working capital, was primarily due to the following:
Previous wording
Investing activities used cash of $1.9 billion in the first two quarters of 2024 compared to $1.8 billion in the first two quarters of 2023. The amount of cash used by investing activities increased in the first two quarters of 2024, compared to the first two quarters of 2023, primarily due to increased payments for property and equipment, including payments for lease buyouts, which was partially offset by an increase in proceeds from the sale of assets related to the sale of an equity investment in the first two quarters of 2024.
Current wording
Investing activities used cash of $2.4 billion in the first three quarters of 2024 compared to $2.7 billion in the first three quarters of 2023. The amount of cash used by investing activities decreased in the first three quarters of 2024, compared to the first three quarters of 2023, primarily due to the net proceeds from the sale of our Kroger Specialty Pharmacy business in the third quarter of 2024 and an increase in proceeds from the sale of assets related to the sale of an equity investment in the first three quarters of 2024, which was partially offset by increased payments for property and equipment, including payments for lease buyouts.
Previous wording
Net cash used by financing activities
Current wording
Net cash provided (used) by financing activities
Previous wording
We used $642 million for financing activities in the first two quarters of 2024 compared to $1.2 billion in the first two quarters of 2023. The amount of cash used for financing activities decreased in the first two quarters of 2024, compared to the first two quarters of 2023, primarily due to decreased payments on long-term debt including obligations under finance leases.
Current wording
Cash provided (used) by financing activities was $9.5 billion in the first three quarters of 2024 compared to $(1.4) billion in the first three quarters of 2023. The amount of cash provided by financing activities increased in the first three quarters of 2024, compared to the first three quarters of 2023, primarily due to increased proceeds from the issuance of long-term debt and decreased payments on long-term debt including obligations under finance leases.
Previous wording
Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $846 million for the second quarter of 2024 compared to $672 million for the second quarter of 2023. Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $2.1 billion for the first two quarters of 2024 compared to $1.8 billion for the first two quarters of 2023. Capital investments increased for the first two quarters of 2024, compared to the first two quarters of 2023, due to the completion of more store projects in 2024 compared to 2023. During the first two quarters of 2024, we opened, expanded, relocated or acquired 11 supermarkets and completed 84 major within-the-wall remodels. During the first two quarters of 2023, we opened, expanded, relocated or acquired 3 supermarkets and completed 54 major within-the-wall remodels. During the rolling four quarter period ended with the second quarter of 2024, we opened, expanded, relocated or acquired 18 supermarkets and completed 203 major within-the-wall remodels. We define a major remodel as a project that exceeds a cost of $20 per square foot. Total supermarket square footage at the end of the second quarter of 2024 remained consistent with the end of the second quarter of 2023. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the second quarter of 2024 increased 0.6% over the end of the second quarter of 2023.
Current wording
Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $740 million for the third quarter of 2024 compared to $715 million for the third quarter of 2023. Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $2.8 billion for the first three quarters of 2024 compared to $2.5 billion for the first three quarters of 2023. Capital investments increased for the first three quarters of 2024, compared to the first three quarters of 2023, due to the completion of more store projects in 2024 compared to 2023. During the first three quarters of 2024, we opened, expanded, relocated or acquired 19 supermarkets and completed 170 remodels. During the first three quarters of 2023, we opened, expanded, relocated or acquired 8 supermarkets and completed 148 remodels. During the rolling four quarter period ended with the third quarter of 2024, we opened, expanded, relocated or acquired 21 supermarkets and completed 269 remodels. We define a remodel as a project that exceeds a total cost of $750 thousand. Total supermarket square footage at the end of the third quarter of 2024 increased 0.7% from the end of the third quarter of 2023. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the third quarter of 2024 increased 0.9% over the end of the third quarter of 2023.
Previous wording
As of August 17, 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 August 17, 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 August 17, 2024.
Current wording
As of November 9, 2024, we maintained an unsecured revolving credit facility (the “Credit Agreement”), with a termination date of September 13, 2029, unless extended as permitted under the Credit Agreement. This Credit Agreement amended our $2.75 billion credit facility that would otherwise have terminated on July 6, 2026. Under the Credit Agreement, the aggregate amount of initial commitments under the revolving credit facility is $2.75 billion, which could have been increased by $2.25 billion to $5 billion upon the closing date of the proposed merger with Albertsons (such additional commitments, the “Albertsons Closing Date Additional Commitments”). Concurrently with the termination of the Merger Agreement on December 11, 2024, the Albertsons Closing Date Additional Commitments were automatically terminated in accordance with the terms of the Credit Agreement. On and after December 11, 2024, the amount of outstanding commitments under the Credit Agreement is $2.75 billion. Outstanding borrowings under the credit facility, commercial paper borrowings and some outstanding letters of credit reduce funds available under the credit facility. As of November 9, 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 $1 million as of November 9, 2024.
Previous wording
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 has been secured, the commitments with respect to the bridge term loan facility under the commitment letter were terminated in the third quarter of 2024.
Current wording
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 were intended to be drawn to finance the proposed merger with Albertsons only to the extent we did not arrange for alternative financing prior to closing. As alternative financing for the proposed merger had been secured, the commitments with respect to the bridge term loan facility under the commitment letter were terminated in the third quarter of 2024.
Previous wording
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. Borrowings under the Term Loan Facilities will bear interest at rates that vary based on the type of loan and our debt rating.
Current wording
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 were to be used to pay a portion of the consideration and other amounts payable in connection with the proposed merger with Albertsons. Concurrently with the termination of the Merger Agreement on December 11, 2024, all of the commitments with respect to the Term Loan Facilities were automatically terminated in accordance with the terms thereof.
Previous wording
During the third quarter of 2024, we amended and restated our $2.75 billion unsecured revolving credit facility, which will be increased by $2.25 billion to $5 billion upon the closing date of the proposed merger with Albertsons. Also, during the third quarter of 2024, we successfully completed $10.5 billion senior notes issuances, the net proceeds of which are expected to partially fund the cash consideration for the proposed merger. A portion of the series of notes issued in the senior notes issuances is subject to a special mandatory redemption if the merger does not close. Lastly, during the third quarter of 2024, we commenced an exchange offer for any and all outstanding notes issued by Albertsons and certain of its subsidiaries for up to approximately $7.4 billion aggregate principal amount of new senior notes to be issued by us and cash. See Note 11 to the Consolidated Financial Statements for more information.
Current wording
During the third quarter of 2024, we successfully issued $10.5 billion of senior notes to pay a portion of the cash consideration for the proposed merger and for general corporate purposes. In connection with the termination of the Merger Agreement, we sent a notice to the trustee in respect of the $4.7 billion of the senior notes that included a special mandatory redemption feature, setting a redemption date of December 18, 2024 (the “special mandatory redemption date”) to redeem these senior notes at a redemption price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date. Additionally, during the third quarter of 2024, we commenced an exchange offer for any and all outstanding notes issued by Albertsons and certain of its subsidiaries for up to approximately $7.4 billion aggregate principal amount of new senior notes to be issued by us and cash. In connection with the termination of the Merger Agreement, we terminated the exchange offer and related consent solicitations. For additional information, see Note 10 and Note 11 to the Consolidated Financial Statements.
Showing the first 40 of 44 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Operating Profit excluding the Adjusted Items
Current report — wording carried from elsewhere
Net Earnings and Net Earnings Per Diluted Share