Kroger Mergers and Acquisitions Presentation Deck
Safe Harbor
This presentation contains certain statements that constitute "forward-looking statements" within the meaning of federal securities laws, including
statements regarding the effects of the proposed transaction. These statements are based on the assumptions and beliefs of Kroger and Albertsons
management in light of the information currently available to them. Such statements are indicated by words or phrases such as "accelerate," "create,"
"committed," "confident," "continue," "deliver," "driving," "expect," "future," "guidance," "positioned," "strategy," "target," "synergies," "trends," and "will."
Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These
include the specific risk factors identified in "Risk Factors" in each of Kroger's and Albertson's annual report on Form 10-K for the last fiscal year and any
subsequent filings, as well as the following: the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and
terms and conditions of any required governmental and regulatory clearance of the proposed transaction; the impact and terms and conditions of any
potential divestitures and/or the separation of SpinCo; the occurrence of any event, change or other circumstances that could give rise to the termination
of the merger agreement; the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the
merger agreement and proposed transaction; the inability to consummate the proposed transaction due to the failure to satisfy other conditions to
complete the proposed transaction; risks that the proposed transaction disrupts current plans and operations of Kroger and Albertsons; the ability to
identify and recognize the anticipated benefits of the proposed transaction, including anticipated TSR, revenue and EBITDA expectations and synergies;
the amount of the costs, fees, expenses and charges related to the proposed transaction; and the ability of Kroger and Albertsons to successfully integrate
their businesses and related operations; the ability of Kroger to maintain an investment grade credit rating; risks related to the potential impact of general
economic, political and market factors on the companies or the proposed transaction. The ability of Kroger and Albertsons to achieve the goals for the
proposed transaction may also be affected by their ability to manage the factors identified above. The forward-looking statements by Kroger and
Albertsons included in this presentation speak only as of the date the statements were made. Neither Kroger nor Albertsons assumes the obligation to
update the information contained herein unless required by applicable law. Please refer to the reports and filings of Kroger and Albertsons with the
Securities and Exchange Commission for a further discussion of the risks and uncertainties that affect them and their respective businesses.
This presentation also includes certain forward-looking non-GAAP financial measures, which Kroger and Albertsons management believe to be useful to
investors and analysts. A reconciliation to historical non-GAAP figures is provided in the Appendix below. Kroger and Albertsons are unable to provide a
full reconciliation of the non-GAAP measures used in the forward-looking measures without unreasonable effort because it is not possible to predict with a
reasonable degree of certainty the information necessary to calculate such measures on a GAAP basis because such information is dependent on future
events that may be outside of Kroger's and Albertson's control. The unavailable information could have a significant impact on Kroger's and Albertson's
GAAP financial results.
Kroger
Albertsons
Companies
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