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Albertsons Companies, Inc.

For the period ended Sep 6, 2025. Filed Oct 14, 2025.

View on SEC.gov

About 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.

Sep 6, 2025 · Filed Oct 14, 2025

ACI$12.79-3.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-14; filed 2025-07-22.

0001646972-25-000063

Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-06; filed 2025-10-14.

0001646972-25-000083

Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 109 previous paragraphs and 119 current paragraphs.

66 unchanged; 33 reworded; 14 added; 10 removed; 0 previous and 6 current paragraphs rearranged.

Tables are not compared: 13 previous and 14 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 (14)

Current report

In our customer value proposition, we continued to invest through a balanced approach of enhanced loyalty, incremental and personalized promotions, competitive pricing actions, and vendor funding. This includes specific price investments in select categories and markets, along with dynamic management of cost inflation to help stretch customers' wallets. In loyalty, we recently extended the value of our loyalty platform beyond grocery with the launch offor U Travel, a new partnership powered by Expedia that allows our loyalty members to earn up to 10% cash back on travel bookings, redeemable toward grocery purchases, further strengthening engagement and broadening the appeal of our platform. In Own Brands, we continued to strengthen our portfolio this quarter, introducing new offerings across multiple categories that deliver exceptional value to our customers and drive deeper customer engagement and loyalty.

Current report

Technology remains central to our long-term growth strategy, and this technology-first approach is enabling us to innovate faster, operate more efficiently and deliver greater value at lower cost. Our modern, cloud-native platform continues to power key operations across eCommerce, stores, pharmacy, supply chain, merchandising and Media Collective operations, and is positioning us to rapidly scale emerging technologies to enhance our core business functions and unlock new levels of speed, precision and productivity. In our integrated mobile app, our newest feature, AskAI, delivers a conversational search experience that enables cross-category discovery and personalized recommendations to help customers build smarter baskets.

Current report

•Identical sales increased 2.2%, adjusted for labor strikes

Current report

•Net income of $169 million, or $0.30 per Class A common share

Current report

•Adjusted net income of $248 million, or $0.44 per Class A common share

Current report

Net sales and other revenue increased 2.3% to $43,796.6 million for the first 28 weeks of fiscal 2025 from $42,816.9 million for the first 28 weeks of fiscal 2024. The increase in Net sales and other revenue was primarily driven by a 2.6% increase in identical sales, with strong growth in pharmacy sales being the primary driver of the identical sales increase. Identical sales were adjusted to exclude the stores impacted by the three-week Colorado labor strikes during the second quarter of fiscal 2025. We also continued to grow our digital sales during the first 28 weeks of fiscal 2025. These increases in Net sales and other revenue was partially offset by lower fuel sales.

Current report

(1) To provide a more accurate reflection of underlying performance, identical sales for the 12 and 28 weeks ended September 6, 2025 were adjusted to exclude the stores impacted by the three-week Colorado labor strikes. On an unadjusted basis, identical sales for the 12 and 28 weeks ended September 6, 2025 increased 2.1% and 2.5%, respectively.

Current report

Loss (Gain) on Property Dispositions and Impairment Losses, Net

Current report

Net income was $168.5 million, or $0.30 per Class A common share, during the second quarter of fiscal 2025 compared to $145.5 million, or $0.25 per Class A common share, during the second quarter of fiscal 2024. Adjusted net income was $248.4 million, or $0.44 per Class A common share, during the second quarter of fiscal 2025 compared to $301.0 million, or $0.51 per Class A common share, during the second quarter of fiscal 2024.

Current report

Net cash used in financing activities was $467.0 million during the first 28 weeks of fiscal 2025 compared to $357.8 million during the first 28 weeks of fiscal 2024.

Current report

On October 14, 2025, subsequent to the end of the second quarter of fiscal 2025, we entered into an accelerated share repurchase agreement (the "ASR Agreement") with JPMorgan Chase Bank, National Association to repurchase $750 million of shares of our common stock. Also on October 14, 2025, we announced that the Board of Directors has authorized an increase to the share repurchase program from $2.0 billion to $2.75 billion, inclusive of the ASR Agreement.
Removed paragraphs (10)

Previous report

To improve our customer value proposition, we intentionally invested in value, in both loyalty and promotional offerings, as well as by partnering with strategic vendors to invest in price in certain categories and markets. In Own Brands, we continue to focus on providing our customers with products they trust through innovation and offering products at an attractive price point. During the first quarter of fiscal 2025, we expanded the assortment in our recently introduced Overjoyed brand, and launched our newest brand, Chef's Counter, an innovative, chef-inspired meal solution.

Previous report

We endeavor to use technology in everything we do and over the last few years we have invested strategically to build a best-in-class technology platform, with our core infrastructure in the Cloud and a modernized scalable network. This advanced technology platform, on which we are continuing to innovate, powers our eCommerce, store, pharmacy, supply chain, merchandising and media collective operations, and is allowing us to leverage emerging technologies to accelerate our operational transformation going forward.

Previous report

•Net income of $236 million, or $0.41 per Class A common share

Previous report

•Adjusted net income of $319 million, or $0.55 per Class A common share

Previous report

(Gain) Loss on Property Dispositions and Impairment Losses, Net

Previous report

Net cash used in financing activities was $422.9 million during the first quarter of fiscal 2025 compared to $320.8 million during the first quarter of fiscal 2024.
Reworded paragraphs (33)

Previous wording

•changes in macroeconomic conditions such as rates of food price inflation or deflation, fuel and commodity prices and uncertainty in international trade including current and potential future tariffs;

Current wording

•changes in macroeconomic conditions such as rates of food price inflation or deflation, fuel and commodity prices and macroeconomic uncertainty, including in international trade and current and potential future tariffs;

Previous wording

•changes in price of goods sold in our stores and cost of goods used in our food products due to changes in various state and federal government regulations;

Current wording

•changes in price of goods sold in our stores and cost of goods used in our food products, as well as limitations in our ability to provide certain services, due to changes in various state and federal government legislation, regulation and executive orders;

Previous wording

•our ability to recruit and retain qualified associates who are critical to the success of our Customers for Life strategy;

Current wording

•our ability to recruit and retain qualified or specialized associates who are critical to the success of our Customers for Life strategy;

Previous wording

We are one of the largest food retailers in the United States, with 2,264 stores across 35 states and the District of Columbia as of June 14, 2025. We operate 22 well known banners including Albertsons, Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Jewel-Osco, ACME, Shaw's, Star Market, United Supermarkets, Market Street, Haggen, Kings Food Marketsand Balducci's Food Lovers Market, with approximately 285,000 talented and dedicated employees, as of June 14, 2025, who serve on average 36.8 million customers each week. Additionally, as of June 14, 2025, we operated 1,725 pharmacies, 1,313 in-store branded coffee shops, 408 associated fuel centers, 22 dedicated distribution centers, 19 manufacturing facilities and various digital platforms.

Current wording

We are one of the largest food retailers in the United States, with 2,257 stores across 35 states and the District of Columbia as of September 6, 2025. We operate 22 well known banners including Albertsons, Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Jewel-Osco, ACME, Shaw's, Star Market, United Supermarkets, Market Street, Haggen, Kings Food Marketsand Balducci's Food Lovers Market, with approximately 280,000 talented and dedicated employees, as of September 6, 2025, who serve on average 36.9 million customers each week. Additionally, as of September 6, 2025, we operated 1,720 pharmacies, 1,254 in-store branded coffee shops, 405 associated fuel centers, 22 dedicated distribution centers, 19 manufacturing facilities and various digital platforms.

Previous wording

During the first quarter of fiscal 2025, we continued to execute on our Customers for Life strategy, which is centered around driving customer growth and engagement through digital connection, enhancing the customer value proposition, modernizing capabilities through technology and driving productivity. We continue to invest in growth through our four digital platforms of eCommerce, Loyalty, Pharmacy & Health and the use of our mobile app in our stores. Collectively, these digital platforms generate growth opportunities for the Albertsons Media Collective ("The Collective"). We continue to invest significantly in The Collective, building industry-leading, integrated solutions to expand the reach of our brand and fuel one of the largest opportunities for reinvestment into our core business.

Current wording

During the second quarter of fiscal 2025, we continued to execute on our Customers for Life strategy, which is centered around driving customer growth and engagement through digital connection, enhancing the customer value proposition, modernizing capabilities through technology and driving transformational productivity. We continue to invest in growth through our four digital platforms of eCommerce, Loyalty, Pharmacy & Health and the use of our mobile app in our stores. Collectively, these digital platforms not only deepen relationships, but also generate growth opportunities for the Albertsons Media Collective (the "Media Collective"). This integrated ecosystem is accelerating our ability to innovate, optimize marketing spend, and unlock new revenue streams.

Previous wording

Identical sales, excluding fuel, increased 2.8% during the first quarter of fiscal 2025. We continued to invest in new merchandising initiatives and our loyalty offerings, and we also deepened digital connection and engagement with our customers. During the first quarter of fiscal 2025, digital sales, which include Drive Up & Go curbside pickup and home delivery, increased 25% compared to the first quarter of fiscal 2024, as our focus on delivering an exceptional service experience is fueling new customer acquisition and strengthening existing customer retention. We continue to enhance our digital shopping experience, introducing emerging technologies and interactive features that deliver both ease and convenience. Loyalty members increased 14% to 47.3 million in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024.

Current wording

Identical sales, excluding fuel, increased 2.2% during the second quarter of fiscal 2025. Our digital investments are driving engagement, customer acquisition and retention. During the second quarter of fiscal 2025, digital sales, which include Drive Up & Go curbside pickup and home delivery, increased 23% compared to the second quarter of fiscal 2024. Loyalty members increased 13% to 48.7 million in the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024.

Previous wording

Our capital allocation strategy balances investing for the future, strengthening our balance sheet and returns to shareholders through a combination of dividends and opportunistic share repurchases. Capital expenditures were approximately $585 million during the first quarter of fiscal 2025, primarily including the completion of 36 remodels, the opening of three new stores and continued investment in our digital and technology platforms. Capital returns to shareholders during the first quarter of fiscal 2025 included $85.7 million of common stock dividends ($0.15 per common share) and the repurchase of 14.2 million shares of common stock for a total of $314.8 million.

Current wording

Our capital allocation strategy balances investing for the future, strengthening our balance sheet and returns to shareholders through a combination of dividends and opportunistic share repurchases. Capital expenditures were approximately $951 million for the first 28 weeks of fiscal 2025, primarily including the completion of 51 remodels, the opening of three new stores and continued investment in our digital and technology platforms. Capital returns to shareholders during the first 28 weeks of fiscal 2025 included $169.6 million of common stock dividends ($0.30 per common share) and the repurchase of 25.7 million shares of common stock for a total of $550.1 million.

Previous wording

In summary, our financial and operating highlights for the first quarter of fiscal 2025 include:

Current wording

In summary, our financial and operating highlights for the second quarter of fiscal 2025 include:

Previous wording

Comparison of the First Quarter of Fiscal 2025 to the First Quarter of Fiscal 2024.

Current wording

Comparison of the Second Quarter of Fiscal 2025 and the First 28 weeks of Fiscal 2025 to the Second Quarter of Fiscal 2024 and the First 28 weeks of Fiscal 2024.

Previous wording

The following tables and related discussion set forth certain information and comparisons regarding the components of our Condensed Consolidated Statements of Operations for the 16 weeks ended June 14, 2025 ("first quarter of fiscal 2025") and 16 weeks ended June 15, 2024 ("first quarter of fiscal 2024") (dollars in millions, except per share data).

Current wording

The following tables and related discussion set forth certain information and comparisons regarding the components of our Condensed Consolidated Statements of Operations for the 12 and 28 weeks ended September 6, 2025 ("second quarter of fiscal 2025" and "first 28 weeks of fiscal 2025") and 12 and 28 weeks ended September 7, 2024 ("second quarter of fiscal 2024" and "first 28 weeks of fiscal 2024") (dollars in millions, except per share data).

Previous wording

Net sales and other revenue increased 2.5% to $24,880.8 million for the first quarter of fiscal 2025 from $24,265.4 million for the first quarter of fiscal 2024. This increase in Net sales and other revenue was primarily driven by a 2.8% increase in identical sales, with strong growth in pharmacy sales being the primary driver of the identical sales increase. We also continued to grow our digital sales during the first quarter of fiscal 2025. These increases in Net sales and other revenue were partially offset by lower fuel sales.

Current wording

Net sales and other revenue increased 2.0% to $18,915.8 million for the second quarter of fiscal 2025 from $18,551.5 million for the second quarter of fiscal 2024. The increase in Net sales and other revenue was primarily driven by a 2.2% increase in identical sales, with strong growth in pharmacy sales being the primary driver of the identical sales increase. Identical sales were adjusted to exclude the stores impacted by the three-week Colorado labor strikes during the second quarter of fiscal 2025. We also continued to grow our digital sales during the second quarter of fiscal 2025. These increases in Net sales and other revenue was partially offset by lower fuel sales.

Previous wording

Identical sales include stores operating during the same period in both the current year and the prior year, comparing sales on a daily basis. Direct to consumer digital sales are included in identical sales, and fuel sales are excluded from identical sales. Acquired stores become identical on the one-year anniversary date of the acquisition. Identical sales for the 16 weeks ended June 14, 2025 and the 16 weeks ended June 15, 2024, respectively, were:

Current wording

Identical sales include stores operating during the same period in both the current year and the prior year, comparing sales on a daily basis. Direct to consumer digital sales are included in identical sales, and fuel sales are excluded from identical sales. Acquired stores become identical on the one-year anniversary date of the acquisition. Identical sales for the 12 and 28 weeks ended September 6, 2025 and the 12 and 28 weeks ended September 7, 2024, respectively, were:

Previous wording

Gross margin rate decreased to 27.1% during the first quarter of fiscal 2025 compared to 27.8% during the first quarter of fiscal 2024. Excluding the impact of fuel and LIFO expense, gross margin rate decreased 85 basis points compared to the first quarter of fiscal 2024. This decrease in gross margin rate was primarily driven by incremental investments in our customer value proposition, strong growth in pharmacy sales, which carries an overall lower gross margin rate, and increases in delivery and handling costs related to the continued growth in our digital sales, partially offset by the benefits from our productivity initiatives, which included reductions in shrink expense.

Current wording

Gross margin rate decreased to 27.0% during the second quarter of fiscal 2025 compared to 27.6% during the second quarter of fiscal 2024. Excluding the impact of fuel and LIFO expense, gross margin rate decreased 63 basis points compared to the second quarter of fiscal 2024. This decrease in gross margin rate was driven by strong growth in pharmacy sales, which carries an overall lower gross margin rate, and increases in delivery and handling costs related to the continued growth in our digital sales. We also made incremental investments in our customer value proposition which were funded by the benefits from our productivity initiatives.

Previous wording

Selling and administrative expenses decreased to 25.4% of Net sales and other revenue during the first quarter of fiscal 2025 compared to 25.9% of Net sales and other revenue for the first quarter of fiscal 2024. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue decreased 63 basis points compared to the first quarter of fiscal 2024. This decrease in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to lower Merger-related costs, the leveraging of employee costs and operating expenses related to the continued development of our digital platforms and modernization of our technology, partially offset by increases in legal, professional and outside services as well as business transformation costs. The benefits from our productivity initiatives continue to help offset increasing wage rates and other inflationary pressures on our operating expenses.

Current wording

Selling and administrative expenses decreased to 25.4% of Net sales and other revenue during the first 28 weeks of fiscal 2025 compared to 25.8% of Net sales and other revenue for the first 28 weeks of fiscal 2024. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue decreased 57 basis points compared to the first 28 weeks of fiscal 2024. This decrease in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to lower Merger-related costs and the leveraging of employee costs, partially offset by an increase in business transformation costs. The benefits from our productivity initiatives continue to help offset increasing wage rates and other inflationary pressures on our operating expenses.

Previous wording

For the first quarter of fiscal 2025, net gain on property dispositions and impairment losses was $31.9 million, primarily driven by $45.5 million of net gains primarily from the sale of real estate assets, partially offset by $11.4 million from the impairment and disposal of certain technology assets and $2.2 million of retail store impairment losses. For the first quarter of fiscal 2024, net loss on property dispositions and impairment losses was $5.3 million, primarily driven by the impairment of certain technology assets.

Current wording

For the second quarter of fiscal 2025, net loss on property dispositions and impairment losses was $4.4 million, primarily driven by $6.2 million of retail store impairment losses and $0.2 million from the impairment and disposal of certain technology assets, partially offset by $2.0 million of net gains primarily from the sale of real estate assets. For the second quarter of fiscal 2024, net loss on property dispositions and impairment losses was $43.9 million, primarily driven by $53.3 million of asset impairments including impairment losses of $39.8 million primarily related to equipment from the closing of our micro-fulfillment centers and $13.5 million of retail store impairment losses, partially offset by $9.4 million of gains from the sale of real estate assets.

Previous wording

Interest expense, net was $141.8 million during the first quarter of fiscal 2025 compared to $145.7 million during the first quarter of fiscal 2024. This decrease in interest expense, net was primarily attributable to lower average outstanding borrowings. The weighted average interest rate during both the first quarter of fiscal 2025 and first quarter of fiscal 2024 was 5.6%, excluding amortization and write-off of deferred financing costs and original issue discount.

Current wording

Interest expense, net was $105.3 million during the second quarter of fiscal 2025 compared to $103.6 million during the second quarter of fiscal 2024. The weighted average interest rate during both the second quarter of fiscal 2025 and second quarter of fiscal 2024 was 5.5%, excluding amortization and write-off of deferred financing costs and original issue discount.

Previous wording

For the first quarter of fiscal 2025, other income, net was $3.9 million compared to other expense, net of $4.0 million for the first quarter of fiscal 2024. Other income, net during the first quarter of fiscal 2025 was primarily driven by non-service cost components of net pension and post-retirement expense, partially offset by unrealized losses from non-operating investments. Other expense, net during the first quarter of fiscal 2024 was primarily driven by unrealized losses from non-operating investments, partially offset by non-service cost components of net pension and post-retirement expense.

Current wording

For the second quarter of fiscal 2025, other income, net was $29.7 million compared to other expense, net of $1.9 million for the second quarter of fiscal 2024. Other income, net during the second quarter of fiscal 2025 was primarily driven by non-service cost components of net pension and post-retirement income, including $26.8 million of pension settlement income, partially offset by unrealized losses from non-operating investments. Other expense, net during the second quarter of fiscal 2024 was primarily driven by non-service cost components of net pension and post-retirement expense, partially offset by unrealized gains from non-operating investments.

Previous wording

Income tax expense was $75.0 million during the first quarter of fiscal 2025, representing a 24.1% effective tax rate. Income tax expense was $69.2 million during the first quarter of fiscal 2024, representing a 22.3% effective tax rate. This increase in the effective income tax rate was primarily driven by the reduction of a reserve for an uncertain tax position due to the expiration of a state statute in the first quarter of fiscal 2024.

Current wording

Income tax expense was $126.2 million during the first 28 weeks of fiscal 2025, representing a 23.8% effective tax rate. Income tax expense was $110.2 million during the first 28 weeks of fiscal 2024, representing a 22.2% effective tax rate. The increase in the effective income tax rate was primarily driven by the reduction of a reserve for an uncertain tax position due to the settlement of a state audit in fiscal 2024.

Previous wording

Net income was $236.4 million, or $0.41 per Class A common share, during the first quarter of fiscal 2025 compared to $240.7 million, or $0.41 per Class A common share, during the first quarter of fiscal 2024. Adjusted net income was $318.9 million, or $0.55 per Class A common share, during the first quarter of fiscal 2025 compared to $391.6 million, or $0.66 per Class A common share, during the first quarter of fiscal 2024.

Current wording

Net income was $404.9 million, or $0.71 per Class A common share, during the first 28 weeks of fiscal 2025 compared to $386.2 million, or $0.66 per Class A common share, during the first 28 weeks of fiscal 2024. Adjusted net income was $567.3 million, or $0.98 per Class A common share, during the first 28 weeks of fiscal 2025 compared to $692.6 million, or $1.17 per Class A common share, during the first 28 weeks of fiscal 2024.

Previous wording

For the first quarter of fiscal 2025, Adjusted EBITDA was $1,111.0 million, or 4.5% of Net sales and other revenue, compared to $1,183.9 million, or 4.9% of Net sales and other revenue, for the first quarter of fiscal 2024.

Current wording

For the second quarter of fiscal 2025, Adjusted EBITDA was $848.4 million, or 4.5% of Net sales and other revenue, compared to $900.6 million, or 4.9% of Net sales and other revenue, for the second quarter of fiscal 2024. For the first 28 weeks of fiscal 2025, Adjusted EBITDA was $1,959.4 million, or 4.5% of Net sales and other revenue, compared to $2,084.5 million, or 4.9% of Net sales and other revenue for the first 28 weeks of fiscal 2024.

Previous wording

(1) Includes costs associated with third-party consulting fees related to our Customers for Life strategy and employee termination costs, as follows (see table below):

Current wording

(1) Primarily includes costs associated with third-party consulting fees related to our Customers for Life strategy and costs related to employee terminations, as follows (see table below):

Previous wording

(2) The first quarter of fiscal 2025 primarily relates to litigation costs and retention program expense related to the terminated merger. The first quarter of fiscal 2024 primarily includes third-party legal and advisor fees and retention program expense related to the Merger.

Current wording

(2) The 12 and 28 weeks ended September 6, 2025 primarily relates to litigation costs and retention program expense related to the terminated merger. The 12 and 28 weeks ended September 7, 2024 primarily includes third-party legal and advisor fees and retention program expense related to the Merger.

Previous wording

Net cash provided by operating activities was $754.4 million for the first quarter of fiscal 2025 compared to $960.9 million for the first quarter of fiscal 2024. The decrease in cash flow from operating activities during the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was due to a decrease in Adjusted EBITDA, cash paid for property taxes and self-insurance claims, changes in working capital, primarily related to inventory and accounts payable, and increases in business transformation costs and contributions to our defined benefit pension plans, partially offset by lower Merger-related costs.

Current wording

Net cash provided by operating activities was $1,282.0 million for the first 28 weeks of fiscal 2025 compared to $1,374.1 million for the first 28 weeks of fiscal 2024. The decrease in cash flow from operating activities during the first 28 weeks of fiscal 2025 compared to the first 28 weeks of fiscal 2024 was primarily driven by a decrease in Adjusted EBITDA, changes in working capital, related to inventory and receivables, cash paid for insurance claims, increases in business transformation costs and contributions to our defined benefit pension plans, partially offset by lower Merger-related costs and cash paid for taxes.

Previous wording

Net cash used in investing activities was $474.1 million for thefirst quarter of fiscal 2025 compared to $538.0 million for the first quarter of fiscal 2024.

Current wording

Net cash used in investing activities was $837.9 million for thefirst 28 weeks of fiscal 2025 compared to $925.3 million for the first 28 weeks of fiscal 2024.

Previous wording

For the first quarter of fiscal 2025, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $584.6 million, partially offset by proceeds from the sale of assets of $78.2 million, primarily related to real estate. Payments for property, equipment and intangibles in the first quarter of fiscal 2025 included the completion of 36 remodels, the opening of three new stores and continued investment in our digital and technology platforms. For the first quarter of fiscal 2024, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $543.0 million. Payments for property, equipment and intangibles in the first quarter of fiscal 2024 included the completion of 17 remodels, the opening of one new store and continued investment in our digital and technology platforms.

Current wording

For the first 28 weeks of fiscal 2025, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $950.5 million, partially offset by proceeds from the sale of assets of $82.6 million, primarily related to real estate. Payments for property, equipment and intangibles in the first 28 weeks of fiscal 2025 included the completion of 51 remodels, the opening of three new stores and continued investment in our digital and technology platforms. For the first 28 weeks of fiscal 2024, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $952.3 million, partially offset by proceeds from the sale of assets of $19.8 million, primarily related to real estate. Payments for property, equipment and intangibles in the first 28 weeks of fiscal 2024 included the completion of 44 remodels, the opening of two new stores and continued investment in our digital and technology platforms.

Previous wording

Net cash used in financing activities during the first quarter of fiscal 2025 consisted primarily of the repurchase of common stock, dividends paid on our Class A common stock and tax withholding payments on vesting of RSUs, partially offset by $25.0 million of proceeds from the ABL Facility. We also had a $600.0 million issuance and subsequent $600.0 million redemption of senior unsecured notes (as further discussed below under the caption Debt Management). Net cash used in financing activities during the first quarter of fiscal 2024 consisted primarily of the $200.0 million repayment of the ABL Facility, dividends paid on our Class A common stock and tax withholding payments on vesting of RSUs.

Current wording

Net cash used in financing activities during the first 28 weeks of fiscal 2025 consisted primarily of the repurchase of common stock, dividends paid on our Class A common stock and tax withholding payments on vesting of RSUs, partially offset by $325.0 million of proceeds from the ABL Facility. We also had a $600.0 million issuance and subsequent $600.0 million redemption of senior unsecured notes (as further discussed below under the caption Debt Management). Net cash used in financing activities during the first 28 weeks of fiscal 2024 consisted primarily of the $200.0 million repayment of the ABL Facility, dividends paid on our Class A common stock and tax withholding payments on vesting of RSUs, partially offset by $50.0 million of proceeds from the issuance of long-term debt under the ABL Facility.

Previous wording

As of June 14, 2025, we had $25.0 million borrowings outstanding under our ABL Facility and total availability of $3,947.6 million (net of letter of credit usage).

Current wording

As of September 6, 2025, we had $325.0 million borrowings outstanding under our ABL Facility and total availability of $3,663.6 million (net of letter of credit usage). On August 27, 2025, the existing ABL Facility was amended and restated to, among other things, extend the maturity date of the facility to August 27, 2030. The new ABL Facility has an interest rate of term SOFR plus a margin ranging from 1.25% to 1.50% and also provides for a LOC sub-facility of $1,500.0 million.

Previous wording

On March 11, 2025, we completed the issuance of $600.0 million in aggregate principal amount of 6.250% senior unsecured notes due March 15, 2033 (the "2033 Notes"). Interest on the 2033 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, with the first payment commencing on September 15, 2025. On March 17, 2025, proceeds from the 2033 Notes, together with approximately $5.7 million of cash on hand, were used to (i) redeem in full the $600.0 million outstanding of our 7.500% senior unsecured notes due March 15, 2026 and (ii) pay fees and expenses related to the issuance of the 2033 Notes.

Current wording

On March 11, 2025, the Company and the Subsidiary Co-Issuers completed the issuance of $600.0 million in aggregate principal amount of 6.250% senior unsecured notes due March 15, 2033 (the "2033 Notes"). The 2033 Notes are guaranteed on a senior unsecured basis by all of our existing and future direct and indirect domestic subsidiaries (other than the Subsidiary Co-Issuers) that are obligors under the ABL Facility. Interest on the 2033 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, with the first payment commencing on September 15, 2025. On March 17, 2025, proceeds from the 2033 Notes, together with approximately $5.7 million of cash on hand, were used to (i) perform the Refinancing and (ii) pay fees and expenses related to the Refinancing and the issuance of the 2033 Notes.

Previous wording

We have established a dividend policy pursuant to which we intend to pay a quarterly dividend on our Class A common stock. Cash dividends paid on our Class A common stock were $85.7 million ($0.15 per common share) and $69.5 million ($0.12 per common share) during the first quarter of fiscal 2025 and first quarter of fiscal 2024, respectively. On July 15, 2025, we announced the next quarterly dividend payment of $0.15 per share of Class A common stock to be paid on August 8, 2025 to stockholders of record as of the close of business on July 25, 2025.

Current wording

We have established a dividend policy pursuant to which we intend to pay a quarterly dividend on our Class A common stock. Cash dividends paid on our Class A common stock were $169.6 million ($0.30 per common share) and $139.0 million ($0.24 per common share) during the first 28 weeks of fiscal 2025 and first 28 weeks of fiscal 2024, respectively. On October 14, 2025, we announced the next quarterly dividend payment of $0.15 per share of Class A common stock to be paid on November 7, 2025 to stockholders of record as of the close of business on October 24, 2025.

Previous wording

The Board has authorized a multi-year share repurchase program of up to $2.0 billion of our common stock. The share repurchase program could include open market repurchases, accelerated share repurchase programs, tender offers, block trades, potential privately negotiated transactions, or trading plans in compliance with the federal securities laws. During the first quarter of fiscal 2025, we repurchased an aggregate of 14.2 million shares of common stock for a total of $314.8 million.

Current wording

The Board has authorized a multi-year share repurchase program of up to $2.0 billion of our common stock. The share repurchase program could include open market repurchases, accelerated share repurchase programs, tender offers, block trades, potential privately negotiated transactions, or trading plans in compliance with the federal securities laws. During the first 28 weeks of fiscal 2025, we repurchased an aggregate of 25.7 million shares of common stock for a total of $550.1 million.

Previous wording

Based on current operating trends, we believe that we have significant sources of cash to meet our liquidity needs for the next 12 months and for the foreseeable future, including cash on hand, cash flows from operating activities and other sources of liquidity, including the ABL Facility. We estimate our liquidity needs over the next 12 months to be approximately $5.5 billion, which includes anticipated requirements for incremental working capital, capital expenditures, pension obligations, interest payments, quarterly dividends on Class A common stock, common stock repurchases, operating leases and finance leases. In addition, we may enter into refinancing and sale leaseback transactions from time to time. We believe we have adequate cash flow to continue to maintain our current debt ratings and to respond effectively to competitive conditions.

Current wording

Based on current operating trends, we believe that we have significant sources of cash to meet our liquidity needs for the next 12 months and for the foreseeable future, including cash on hand, cash flows from operating activities and other sources of liquidity, including the ABL Facility. We estimate our liquidity needs over the next 12 months to be in the range of $6.5 billion to $7.0 billion. This includes $325.0 million related to the outstanding borrowings under our ABL Facility for which we may, at our discretion, elect to pay all or a portion of the outstanding balance within the next 12 months, and anticipated requirements for incremental working capital, capital expenditures, pension obligations, interest payments and scheduled principal payments of debt, operating leases, finance leases, quarterly dividends on Class A common stock and common stock repurchases, inclusive of the recently announced ASR Agreement. In addition, we may enter into refinancing and sale leaseback transactions from time to time. We believe we have adequate cash flow to continue to maintain our current debt ratings and to respond effectively to competitive conditions.
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

Gross margin rate decreased to 27.0% during the first 28 weeks of fiscal 2025 compared to 27.7% during the first 28 weeks of fiscal 2024. Excluding the impact of fuel and LIFO expense, gross margin rate decreased 75 basis points compared to the first 28 weeks of fiscal 2024. This decrease in gross margin rate was driven by strong growth in pharmacy sales, which carries an overall lower gross margin rate, and increases in delivery and handling costs related to the continued growth in our digital sales. We also made incremental investments in our customer value proposition which were funded by the benefits from our productivity initiatives.

Current report — wording carried from elsewhere

Selling and administrative expenses decreased to 25.4% of Net sales and other revenue during the second quarter of fiscal 2025 compared to 25.8% during the second quarter of fiscal 2024. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue decreased 50 basis points compared to the second quarter of fiscal 2024. This decrease in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to the leveraging of employee costs and lower merger-related costs, partially offset by an increase in business transformation costs. The benefits from our productivity initiatives continue to help offset increasing wage rates and other inflationary pressures on our operating expenses.

Current report — wording carried from elsewhere

For the first 28 weeks of fiscal 2025, net gain on property dispositions and impairment losses was $27.5 million, primarily driven by $47.5 million of net gains primarily from the sale of real estate assets, partially offset by $11.6 million from the impairment and disposal of certain technology assets and $8.4 million of retail store impairment losses. For the first 28 weeks of fiscal 2024, net loss on property dispositions and impairment losses was $49.2 million, primarily driven by $56.8 million of asset impairments including impairment losses of $39.8 million primarily related to equipment from the closing of our micro-fulfillment centers, $13.5 million of retail store impairment losses and $3.5 million related to certain technology assets, partially offset by $7.6 million of gains from the sale of real estate assets.

Current report — wording carried from elsewhere

Interest expense, net was $247.1 million during the first 28 weeks of fiscal 2025 compared to $249.3 million during the first 28 weeks of fiscal 2024. The weighted average interest rate during both the first 28 weeks of fiscal 2025 and first 28 weeks of fiscal 2024 was 5.5%, excluding amortization and write-off of deferred financing costs and original issue discount.

Current report — wording carried from elsewhere

For the first 28 weeks of fiscal 2025, other income, net was $33.6 million compared to other expense, net of $5.9 million for the first 28 weeks of fiscal 2024. Other income, net during the first 28 weeks of fiscal 2025 was primarily driven by non-service cost components of net pension and post-retirement income, including $26.8 million of pension settlement income, partially offset by unrealized losses from non-operating investments. Other expense, net during the first 28 weeks of fiscal 2024 was primarily driven by unrealized losses from non-operating investments, partially offset by non-service cost components of net pension and post-retirement income.

Current report — wording carried from elsewhere

Income tax expense was $51.2 million during the second quarter of fiscal 2025, representing a 23.3% effective tax rate. Income tax expense was $41.0 million during the second quarter of fiscal 2024, representing a 22.0% effective tax rate.