ACI Albertsons Companies Inc

Albertsons Companies, Inc. (NYSE: ACI) (the "Company") today reported results for the first quarter of fiscal 2024, which ended June 15, 2024.

First Quarter of Fiscal 2024 Highlights

• Identical sales increased 1.4%
• Digital sales increased 23%
• Loyalty members increased 15% to 41.4 million
• Net income of $241 million, or $0.41 per share
• Adjusted net income of $392 million, or $0.66 per share
• Adjusted EBITDA of $1,184 million

"In the first quarter of fiscal 2024, we continued to invest in our Customers for Life strategy and the digital and omnichannel capabilities necessary to support it," said Vivek Sankaran, CEO. "Our Customers for Life strategy is placing the customer at the center of everything we do, and we continued to drive strong year-over-year growth in loyalty members as we launched our new simplified 'for U' loyalty program. Amidst an evolving economic and industry backdrop, we continued to deliver outsized growth in our digital and pharmacy businesses."

Sankaran added, "We want to thank our teams for their ongoing commitment to serving our customers and supporting our communities."

Sankaran concluded, "As we look ahead to the balance of fiscal 2024, we expect to see continuing headwinds related to investments in associate wages and benefits, an increasing mix of our pharmacy and digital businesses which carry lower margins, and the cycling of prior year food inflation. We expect these headwinds to be partially offset by ongoing productivity initiatives."

First Quarter of Fiscal 2024 Results

Net sales and other revenue was $24.3 billion during the 16 weeks ended June 15, 2024 ("first quarter of fiscal 2024") compared to $24.1 billion during the 16 weeks ended June 17, 2023 ("first quarter of fiscal 2023"). The increase was driven by the Company's 1.4% increase in identical sales, with strong growth in pharmacy sales driving the identical sales increase. We also continued to grow our digital sales with a 23% increase during the first quarter of fiscal 2024. The increase in Net sales and other revenue was partially offset by lower fuel sales.

Gross margin rate increased to 27.8% during the first quarter of fiscal 2024 compared to 27.7% during the first quarter of fiscal 2023. Excluding the impact of fuel and LIFO expense, gross margin rate decreased 22 basis points compared to the first quarter of fiscal 2023. The strong growth in pharmacy sales, which carries an overall lower gross margin rate, increases in shrink, and increases in picking and delivery costs related to the continued growth in our digital sales were the primary drivers of the decrease, partially offset by our procurement and sourcing productivity initiatives.

Selling and administrative expenses increased to 25.9% of Net sales and other revenue during the first quarter of fiscal 2024 compared to 25.0% during the first quarter of fiscal 2023. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue increased 79 basis points. The increase in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to an increase in operating expenses related to the ongoing development of our digital and omnichannel capabilities, Merger-related costs, higher employee costs, increased store occupancy costs and additional third-party store security services, partially offset by the benefit of productivity initiatives.

Net loss on property dispositions and impairment losses was $5.3 million during the first quarter of fiscal 2024 compared to $27.6 million during the first quarter of fiscal 2023.

Interest expense, net was $145.7 million during the first quarter of fiscal 2024 compared to $154.9 million during the first quarter of fiscal 2023. The decrease in interest expense, net was primarily attributable to lower average outstanding borrowings.

Other expense, net was $4.0 million during the first quarter of fiscal 2024 compared to other income, net of $16.0 million during the first quarter of fiscal 2023.

Income tax expense was $69.2 million, representing a 22.3% effective tax rate, during the first quarter of fiscal 2024 compared to $66.1 million, representing a 13.7% effective tax rate, during the first quarter of fiscal 2023. The increase in the effective income tax rate in the first quarter of fiscal 2024 was primarily due to the reduction of a reserve for an uncertain tax position due to the expiration of a statute during the first quarter of fiscal 2023.

Net income was $240.7 million, or $0.41 per share, during the first quarter of fiscal 2024. Net income was $417.2 million, or $0.72 per share, during the first quarter of fiscal 2023, which included the $49.7 million or $0.09 per share benefit related to the reduction in the reserve for an uncertain tax position.

Adjusted net income was $391.6 million, or $0.66 per share, during the first quarter of fiscal 2024 compared to $545.7 million, or $0.93 per share (which includes the tax benefit discussed above), during the first quarter of fiscal 2023.

Adjusted EBITDA was $1,183.9 million, or 4.9% of Net sales and other revenue, during the first quarter of fiscal 2024 compared to $1,318.5 million, or 5.5% of Net sales and other revenue, during the first quarter of fiscal 2023.

Capital Expenditures

During the first 16 weeks of fiscal 2024, capital expenditures were $543.0 million, which primarily included the completion of 17 remodels, the opening of one new store and continued investment in our digital and technology platforms.

Merger Agreement

As previously announced, on October 13, 2022, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Kroger Company and Kettle Merger Sub, Inc. Under the terms of the Merger Agreement, subject to regulatory approval, Kroger (through Kettle Merger Sub, Inc.) will acquire all of the outstanding shares of the Company's common stock (the "Merger"). Details regarding the Merger Agreement and the transactions contemplated by the Merger Agreement are available in our Quarterly Report on Form 10-Q for the first quarter of fiscal 2024 filed with the Securities and Exchange Commission ("SEC") on July 23, 2024.

About Albertsons Companies

Albertsons Companies is a leading food and drug retailer in the United States. As of June 15, 2024, the Company operated 2,269 retail food and drug stores with 1,725 pharmacies, 403 associated fuel centers, 22 dedicated distribution centers and 19 manufacturing facilities. The Company operates stores across 34 states and the District of Columbia under more than 20 well known banners including Albertsons, Safeway, Vons, Jewel-Osco, Shaw's, Acme, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market, Haggen, Carrs, Kings Food Markets and Balducci's Food Lovers Market. The Company is committed to helping people across the country live better lives by making a meaningful difference, neighborhood by neighborhood. In 2023, along with the Albertsons Companies Foundation, the Company contributed more than $350 million in food and financial support, including more than $35 million through our Nourishing Neighbors Program to ensure those living in our communities and those impacted by disasters have enough to eat.

Forward-Looking Statements and Factors That Impact Our Operating Results and Trends

This press release includes "forward-looking statements" within the meaning of the federal securities laws. The "forward-looking statements" include our current expectations, assumptions, estimates and projections about our business, our industry and the outcome of the Merger. They include statements relating to our future operating or financial performance which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of words such as "outlook," "may," "should," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future" and "intends" and similar expressions which are intended to identify forward-looking statements.

These statements are not guarantees of future performance and are subject to numerous risks and uncertainties which are beyond our control and difficult to predict and could cause actual results to differ materially from the results expressed or implied by the statements. Risks and uncertainties that could cause actual results to differ materially from such statements include:

• uncertainties related to the Merger, including our ability to close the transactions contemplated by the Merger Agreement, and the impact of the costs related to the Merger;
• erosion of consumer confidence in our business as a result of the Merger;
• restrictions on our ability to operate as a result of the Merger Agreement;
• challenges in retaining and motivating our associates until the closing of the Merger, particularly following the public announcement of the locations to be divested, with difficulties in attracting new employees during the pendency of the Merger;
• litigation related to the transactions contemplated by the Merger Agreement;
• changes in macroeconomic conditions such as rates of food price inflation or deflation, fuel and commodity prices and expiration of student loan payment deferments;
• changes in consumer behavior and spending due to the impact of macroeconomic factors;
• failure to achieve productivity initiatives, unexpected changes in our objectives and plans, inability to implement our strategies, plans, programs and initiatives, or enter into strategic transactions, investments or partnerships in the future on terms acceptable to us, or at all;
• changes in wage rates, ability to attract and retain qualified associates and negotiate acceptable contracts with labor unions;
• availability and cost of goods used in our food products;
• challenges with our supply chain;
• operational and financial effects resulting from cyber incidents at the Company or at a third party, including outages in the cloud environment and the effectiveness of business continuity plans during a ransomware or other cyber incident; and
• changes in tax rates, tax laws, and regulations that directly impact our business or our customers may adversely impact our financial condition and results of operations.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In evaluating our financial results and forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the "Risk Factors" section or other sections in our reports filed with the SEC including the most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K.

Additional Information and Where to Find It

The Company has filed with the SEC a definitive information statement on Schedule 14C with respect to the approval of the Merger and has mailed the definitive information statement to the Company's stockholders. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC's website, www.sec.gov or from the Company's website at https://www.albertsonscompanies.com/investors/overview/.

Non-GAAP Measures and Identical Sales

Non-GAAP Measures. EBITDA, Adjusted EBITDA, Adjusted net income, Adjusted net income per Class A common share and Net debt ratio (collectively, the "Non-GAAP Measures") are performance measures that provide supplemental information the Company believes is useful to analysts and investors to evaluate its ongoing results of operations, when considered alongside other GAAP measures such as net income, operating income, gross margin, and net income per Class A common share. These Non-GAAP Measures exclude the financial impact of items management does not consider in assessing the Company's ongoing core operating performance, and thereby provide useful measures to analysts and investors of its operating performance on a period-to-period basis. Other companies may have different definitions of Non-GAAP Measures and provide for different adjustments, and comparability to the Company's results of operations may be impacted by such differences. The Company also uses Adjusted EBITDA and Net debt ratio for board of director and bank compliance reporting. The Company's presentation of Non-GAAP Measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.

Identical Sales. As used in this earnings release, the term "identical sales" includes stores operating during the same period in both the current fiscal year and the prior fiscal 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.

Albertsons Companies, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(dollars in millions, except per share data)

(unaudited)

 

 

16 weeks ended

 

June 15, 2024

 

June 17, 2023

Net sales and other revenue

$

24,265.4

 

 

$

24,050.2

 

Cost of sales

 

17,526.5

 

 

 

17,387.5

 

Gross margin

 

6,738.9

 

 

 

6,662.7

 

 

 

 

 

Selling and administrative expenses

 

6,274.0

 

 

 

6,012.9

 

Loss on property dispositions and impairment losses, net

 

5.3

 

 

 

27.6

 

Operating income

 

459.6

 

 

 

622.2

 

 

 

 

 

Interest expense, net

 

145.7

 

 

 

154.9

 

Other expense (income), net

 

4.0

 

 

 

(16.0

)

Income before income taxes

 

309.9

 

 

 

483.3

 

 

 

 

 

Income tax expense

 

69.2

 

 

 

66.1

 

Net income

$

240.7

 

 

$

417.2

 

 

 

 

 

Net income per Class A common share

 

 

 

Basic net income per Class A common share

$

0.42

 

 

$

0.73

 

Diluted net income per Class A common share

 

0.41

 

 

 

0.72

 

 

 

 

 

Weighted average Class A common shares outstanding (in millions)

 

 

 

Basic

 

578.6

 

 

 

573.7

 

Diluted

 

581.3

 

 

 

580.1

 

 

 

 

 

% of net sales and other revenue

 

 

 

Gross margin

 

27.8

%

 

 

27.7

%

Selling and administrative expenses

 

25.9

%

 

 

25.0

%

 

 

 

 

Store data

 

 

 

Number of stores at end of quarter

 

2,269

 

 

 

2,272

 

Albertsons Companies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

 

 

June 15, 2024

 

February 24, 2024

ASSETS

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

291.1

 

 

$

188.7

 

Receivables, net

 

809.4

 

 

 

724.4

 

Inventories, net

 

4,720.0

 

 

 

4,945.2

 

Other current assets

 

387.4

 

 

 

429.2

 

Total current assets

 

6,207.9

 

 

 

6,287.5

 

 

 

 

 

Property and equipment, net

 

9,509.8

 

 

 

9,570.3

 

Operating lease right-of-use assets

 

6,017.7

 

 

 

5,981.6

 

Intangible assets, net

 

2,415.4

 

 

 

2,434.5

 

Goodwill

 

1,201.0

 

 

 

1,201.0

 

Other assets

 

725.2

 

 

 

746.2

 

TOTAL ASSETS

$

26,077.0

 

 

$

26,221.1

 

 

 

 

 

LIABILITIES

 

 

 

Current liabilities

 

 

 

Accounts payable

$

3,898.2

 

 

$

4,218.2

 

Accrued salaries and wages

 

1,196.4

 

 

 

1,302.6

 

Current maturities of long-term debt and finance lease obligations

 

82.6

 

 

 

285.2

 

Current maturities of operating lease obligations

 

675.0

 

 

 

677.6

 

Other current liabilities

 

1,213.8

 

 

 

974.1

 

Total current liabilities

 

7,066.0

 

 

 

7,457.7

 

 

 

 

 

Long-term debt and finance lease obligations

 

7,774.8

 

 

 

7,783.4

 

Long-term operating lease obligations

 

5,610.3

 

 

 

5,493.2

 

Deferred income taxes

 

754.8

 

 

 

807.6

 

Other long-term liabilities

 

1,958.0

 

 

 

1,931.7

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

Class A common stock

 

6.0

 

 

 

5.9

 

Additional paid-in capital

 

2,126.2

 

 

 

2,129.6

 

Treasury stock, at cost

 

(304.2

)

 

 

(304.2

)

Accumulated other comprehensive income

 

86.7

 

 

 

88.0

 

Retained earnings

 

998.4

 

 

 

828.2

 

Total stockholders' equity

 

2,913.1

 

 

 

2,747.5

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

26,077.0

 

 

$

26,221.1

 

Albertsons Companies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)

 

 

16 weeks ended

 

June 15, 2024

 

June 17, 2023

Cash flows from operating activities:

 

 

 

Net income

$

240.7

 

 

$

417.2

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Loss on property dispositions and impairment losses, net

 

5.3

 

 

 

27.6

 

Depreciation and amortization

 

552.0

 

 

 

530.6

 

Operating lease right-of-use assets amortization

 

207.6

 

 

 

203.6

 

LIFO expense

 

14.6

 

 

 

34.0

 

Deferred income tax

 

(56.3

)

 

 

(96.4

)

Contributions to pension and post-retirement benefit plans, net of expense (income)

 

(10.9

)

 

 

(6.4

)

Deferred financing costs

 

4.9

 

 

 

4.8

 

Equity-based compensation expense

 

36.7

 

 

 

31.9

 

Other operating activities

 

6.0

 

 

 

(16.3

)

Changes in operating assets and liabilities:

 

 

 

Receivables, net

 

(84.5

)

 

 

5.2

 

Inventories, net

 

210.7

 

 

 

(96.9

)

Accounts payable, accrued salaries and wages and other accrued liabilities

 

(304.0

)

 

 

(222.8

)

Operating lease liabilities

 

(125.9

)

 

 

(123.4

)

Self-insurance assets and liabilities

 

21.5

 

 

 

31.1

 

Other operating assets and liabilities

 

242.5

 

 

 

114.5

 

Net cash provided by operating activities

 

960.9

 

 

 

838.3

 

 

 

 

 

Cash flows from investing activities:

 

 

 

Payments for property, equipment and intangibles, including lease buyouts

 

(543.0

)

 

 

(622.5

)

Proceeds from sale of assets

 

3.8

 

 

 

169.3

 

Other investing activities

 

1.2

 

 

 

(0.7

)

Net cash used in investing activities

 

(538.0

)

 

 

(453.9

)

 

 

 

 

Cash flows from financing activities:

 

 

 

Payments on long-term borrowings, including ABL facility

 

(200.2

)

 

 

(500.2

)

Payments of obligations under finance leases

 

(12.5

)

 

 

(13.0

)

Dividends paid on common stock

 

(69.5

)

 

 

(69.0

)

Dividends paid on convertible preferred stock

 

—

 

 

 

(0.8

)

Employee tax withholding on vesting of restricted stock units

 

(38.6

)

 

 

(33.1

)

Other financing activities

 

—

 

 

 

1.1

 

Net cash used in financing activities

 

(320.8

)

 

 

(615.0

)

 

 

 

 

Net increase (decrease) in cash and cash equivalents and restricted cash

 

102.1

 

 

 

(230.6

)

Cash and cash equivalents and restricted cash at beginning of period

 

193.2

 

 

 

463.8

 

Cash and cash equivalents and restricted cash at end of period

$

295.3

 

 

$

233.2

 

Albertsons Companies, Inc. and Subsidiaries

Reconciliation of Non-GAAP Measures

(in millions, except per share data)

 

The following tables reconcile Net income to Adjusted net income, and Net income per Class A common share to Adjusted net income per Class A common share:

 

 

16 weeks ended

 

June 15, 2024

 

June 17, 2023

Numerator:

 

 

 

 

 

 

 

Net income

$

240.7

 

 

$

417.2

 

Adjustments:

 

 

 

Gain on energy hedges, net (d)

 

(0.8

)

 

 

(0.6

)

Business transformation (1)(b)

 

17.3

 

 

 

12.1

 

Equity-based compensation expense (b)

 

36.7

 

 

 

31.9

 

Loss on property dispositions and impairment losses, net

 

5.3

 

 

 

27.6

 

LIFO expense (a)

 

14.6

 

 

 

34.0

 

Merger-related costs (2)(b)

 

92.3

 

 

 

47.1

 

Certain legal and regulatory accruals and settlements, net (b)

 

(8.9

)

 

 

—

 

Amortization of debt discount and deferred financing costs (c)

 

4.9

 

 

 

4.7

 

Amortization of intangible assets resulting from acquisitions (b)

 

14.7

 

 

 

15.4

 

Miscellaneous adjustments (3)(f)

 

19.8

 

 

 

(2.4

)

Tax impact of adjustments to Adjusted net income

 

(45.0

)

 

 

(41.3

)

Adjusted net income

$

391.6

 

 

$

545.7

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

Weighted average Class A common shares outstanding - diluted

 

581.3

 

 

 

580.1

 

Adjustments:

 

 

 

Restricted stock units and awards (4)

 

9.3

 

 

 

6.7

 

Adjusted weighted average Class A common shares outstanding - diluted

 

590.6

 

 

 

586.8

 

 

 

 

 

Adjusted net income per Class A common share - diluted

$

0.66

 

 

$

0.93

 

 

16 weeks ended

 

June 15, 2024

 

June 17, 2023

Net income per Class A common share - diluted

$

0.41

 

 

$

0.72

 

Non-GAAP adjustments (5)

 

0.26

 

 

 

0.22

 

Restricted stock units and awards (4)

 

(0.01

)

 

 

(0.01

)

Adjusted net income per Class A common share - diluted

$

0.66

 

 

$

0.93

 

Albertsons Companies, Inc. and Subsidiaries

Reconciliation of Non-GAAP Measures

(in millions, except per share data)

 

The following table is a reconciliation of Adjusted net income to Adjusted EBITDA:

 

 

16 weeks ended

 

June 15, 2024

 

June 17, 2023

Adjusted net income (6)

$

391.6

 

 

$

545.7

 

Tax impact of adjustments to Adjusted net income

 

45.0

 

 

 

41.3

 

Income tax expense

 

69.2

 

 

 

66.1

 

Amortization of debt discount and deferred financing costs (c)

 

(4.9

)

 

 

(4.7

)

Interest expense, net

 

145.7

 

 

 

154.9

 

Amortization of intangible assets resulting from acquisitions (b)

 

(14.7

)

 

 

(15.4

)

Depreciation and amortization (e)

 

552.0

 

 

 

530.6

 

Adjusted EBITDA

$

1,183.9

 

 

$

1,318.5

 

(1)

Includes costs associated with third-party consulting fees related to our operational priorities and associated business transformation.

(2)

Primarily relates to third-party legal and advisor fees and retention program expense related to the proposed Merger.

(3)

Primarily includes net realized and unrealized gains and losses related to non-operating investments, lease adjustments related to non-cash rent expense and costs incurred on leased surplus properties, adjustments for unconsolidated equity investments and other costs not considered in our core performance.

(4)

Represents incremental unvested restricted stock units ("RSUs") and unvested restricted stock awards ("RSAs") to adjust the diluted weighted average Class A common shares outstanding during each respective period to the fully outstanding RSUs and RSAs as of the end of each respective period.

(5)

Reflects the per share impact of Non-GAAP adjustments for each period. See the reconciliation of Net income to Adjusted net income above for further details.

(6)

See the reconciliation of Net income to Adjusted net income above for further details.

Non-GAAP adjustment classifications within the Condensed Consolidated Statements of Operations:

(a)

Cost of sales

(b)

Selling and administrative expenses

(c)

Interest expense, net

(d)

Gain on energy hedges, net:

 

16 weeks ended

 

June 15, 2024

 

June 17, 2023

Cost of sales

$

0.1

 

 

$

1.3

 

Selling and administrative expenses

 

(0.9

)

 

 

(1.9

)

Total Gain on energy hedges, net

$

(0.8

)

 

$

(0.6

)

(e)

Depreciation and amortization:

 

16 weeks ended

 

June 15, 2024

 

June 17, 2023

Cost of sales

$

53.6

 

$

46.7

Selling and administrative expenses

 

498.4

 

 

 

483.9

 

Total Depreciation and amortization

$

552.0

 

 

$

530.6

 

(f)

Miscellaneous adjustments:

 

16 weeks ended

 

June 15, 2024

 

June 17, 2023

Selling and administrative expenses

$

12.4

 

$

10.0

 

Other expense (income), net

 

7.4

 

 

 

(12.4

)

Total Miscellaneous adjustments

$

19.8

 

 

$

(2.4

)

Albertsons Companies, Inc. and Subsidiaries

Reconciliation of Non-GAAP Measures

(in millions)

 

The following table is a reconciliation of Net Debt Ratio on a rolling four quarter basis:

 

 

June 15, 2024

 

June 17, 2023

Total debt (including finance leases)

$

7,857.4

 

$

8,399.2

Cash and cash equivalents

 

291.1

 

 

 

225.2

 

Total debt net of cash and cash equivalents

 

7,566.3

 

 

 

8,174.0

 

 

 

 

 

Rolling four quarters Adjusted EBITDA

$

4,183.1

 

 

$

4,575.2

 

 

 

 

 

Total Net Debt Ratio

 

1.81

 

 

 

1.79

 

The following table is a reconciliation of Net income to Adjusted EBITDA on a rolling four quarter basis:

 

 

Rolling four quarters ended

 

June 15, 2024

 

June 17, 2023

Net income

$

1,119.5

 

 

$

1,446.5

 

Depreciation and amortization

 

1,800.4

 

 

 

1,790.0

 

Interest expense, net

 

482.9

 

 

 

420.6

 

Income tax expense

 

296.1

 

 

 

344.8

 

EBITDA

 

3,698.9

 

 

 

4,001.9

 

 

 

 

 

(Gain) loss on interest rate swaps and energy hedges, net

 

(3.4

)

 

 

9.5

 

Business transformation (1)

 

50.3

 

 

 

56.6

 

Equity-based compensation expense

 

109.3

 

 

 

134.9

 

Loss (gain) on property dispositions and impairment losses, net

 

21.6

 

 

 

(40.5

)

LIFO expense

 

32.6

 

 

 

239.9

 

Government-mandated incremental COVID-19 pandemic related pay (2)

 

—

 

 

 

4.9

 

Merger-related costs (3)

 

225.8

 

 

 

97.5

 

Certain legal and regulatory accruals and settlements, net

 

(15.6

)

 

 

67.9

 

Combined Plan (4)

 

—

 

 

 

(19.0

)

Miscellaneous adjustments (5)

 

63.6

 

 

 

21.6

 

Adjusted EBITDA

$

4,183.1

 

 

$

4,575.2

 

(1)

 

Includes costs associated with third-party consulting fees related to our operational priorities and associated business transformation.

(2)

 

Represents incremental COVID-19 related pay legislatively required in certain municipalities in which we operate.

(3)

 

Primarily relates to third-party legal and advisor fees and retention program expense related to the proposed Merger and costs in connection with our previously-announced Board-led review of potential strategic alternatives.

(4)

 

Includes the $19.0 million gain during the second quarter of fiscal 2022 related to the withdrawal in fiscal 2020 from the Food Employers Labor Relations Association and United Food and Commercial Workers Pension Fund ("FELRA") and the Mid-Atlantic UFCW and Participating Pension Fund ("MAP" and together with FELRA, the "Combined Plan").

(5)

 

Primarily includes net realized and unrealized gains and losses related to non-operating investments, lease adjustments related to non-cash rent expense and costs incurred on leased surplus properties, adjustments for unconsolidated equity investments and other costs not considered in our core performance.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20240723115990/en/

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