Comprehensive Divestiture Plan

Plan Marks Key Step in Merger Process

Both the Kroger and Albertsons Cos. combination and the divestiture sale to C&S Wholesale Grocers, LLC to create meaningful and measurable benefits for associates, customers and communities

INCLUDES SALES OF

579
Stores
Brand Names
5
Private Label Brands
18
States plus
District of Columbia

Supported by comprehensive operational infrastructure:

Broad distribution capacity

Expansive corporate and office infrastructure

C&S, an industry leader in wholesale grocery supply and one of the largest privately held companies in the United States, brings 104 years of food industry experience and a track record as a successful grocery retailer

C&S commits that:

No stores will close as a result of the merger and that all frontline associates will remain employed

All existing collective bargaining agreements will continue

Associates will continue to receive industry-leading health care and pension benefits alongside bargained-for wages

Divestiture Plan Delivers on Our Commitments

Divestiture Plan

Ensures that no stores will close as a result of the merger

Ensuring frontline associates will remain employed

Existing collective bargaining agreements will be honored, with continued investment in associates and stores for the long term

Maintaining healthcare and pension benefits, and bargained-for wages

C&S has a strong balance sheet and a sound business plan

Seasoned operators with track record as a successful grocery retailer

2022 Merger Commitments Delivered

Zero store closures

Zero frontline associate job loss

Secures union jobs

Continued industry-leading benefits

Well-capitalized buyer

Strong Management team

C&S is Positioned to Successfully Operate and Grow Iconic Brands into the Future

Supplies more than 7,500 independent supermarkets, retail chain stores and military bases

Operates Piggly Wiggly® franchise and corporate-owned stores in the Midwest and Carolinas and Grand Union supermarkets totaling more than 160 retail locations

FTC-approved divestiture buyer in prior grocery transactions with strong track record of successfully transitioning union employees and their associated collective bargaining agreements

Provides end-to-end wholesale, supply and marketing services to its retailer customers

Through its wholesale and retail operations, C&S purchases more than 100,000 products, giving it the ability to provide customers with the best product selection and pricing available

Deeply invested in the communities where it operates, and this retail expansion will continue its long-standing mission to keep communities fed

Agreement follows robust and thoughtful process to identify buyer with management experience, a sound business plan, strong balance sheet and financial stability to continue to serve our communities

Extending Well-Capitalized Competitor into New Geographies

Core Assets

  • 579 Stores

  • Incl. any associated fuel centers and pharmacies

  • QFC, Mariano’s, Carrs and Haggen brand names1

  • Exclusive Licensing Rights to Albertsons Brand Name in California and Wyoming and the Safeway Brand Name in Arizona and Colorado

  • Debi Lilly Design, Primo Taglio, Open Nature, ReadyMeals and Waterfront Bistro private label brands

Comprehensive Operational Infrastructure

  • Broad distribution capacity with larger distribution centers than those contemplated in initial agreement

  • Expansive corporate and office infrastructure to support increased store set of the distribution package

  • Expert district, division and functional associates

  • Extensive transition services agreements

Divested Stores

Robust infrastructure to ensure C&S can continue operate divested stores effectively and efficiently with no disruption to the associate or customer experience

What People Are Saying:

“After meeting with C&S on the divestitures of stores as part of the Kroger/Albertsons merger, we were pleased to find not only that they understood and liked the grocery business, but also recognized the importance of quality employees to their ongoing success. C&S has the opportunity to bring a long term strategy to a grocery industry focused on the short-term demands of shareholders and private equity investors. Employees of Kroger and C&S will be better off than employees of other potential buyers whose actions never seem to match the image they project publically. In a refreshing change of pace, C&S seems poised to deliver a much needed fresh perspective for employees and customers alike.”

Dan Clay

President, UFCW Local 555

“Will the merger help consumer choice? It should. The new organization will be able to compete more effectively with the onslaught of online and warehouse competition. With C&S competing, prices and product selection should improve...”

Mark Harmsworth

Washington Policy Center, Small Business Center Director

“Overall, C&S is a credible, established industry bellwether and we expect it would be viewed as such by regulators and market participants.”

Simeon Gutman

Morgan Stanley

9/7/23

“C&S has the size, scale, capital and deep industry knowledge, including experienced executives who know how to run retail. Distinguished supermarket chain executive Mark McGowan, C&S’ retail president, has put together a winning team to operate the divested stores for the long term, benefiting the unions and employees.”

Burt Flickinger

Strategic Resource Group, Founder

“We believe the apparent credibility of this plan and the durability of the buyer puts Kroger & Albertsons in better position to complete their merger.”

Michael Lasser

UBS

9/8/23