
Reiterates Commitment to Investing in America to Lower Grocery Prices, Raise Associate Wages, and Support Local Communities Highlights Resilience of Value Creation Model and Strong Momentum to Drive Long-term, Sustainable Growth Board of Directors Authorizes $7.5B Share Repurchase Program including $5B Accelerated Share Repurchase CINCINNATI , Dec. 11, 2024 /PRNewswire/ -- The Kroger Co. (NYSE: KR) today terminated its merger agreement with Albertsons after the U.S. District Court for the District of Oregon granted the Federal Trade Commission's request for a preliminary injunction to block the proposed merger. After reviewing options, the company determined it is no longer in its best interests to pursue the merger. "Kroger is moving forward from a position of strength. Our go-to-market strategy provides exceptional value and unique omnichannel experiences to our customers which powers our value creation model. We look forward to accelerating our flywheel to grow our alternative profit businesses and generate increased cash flows. The strength of our balance sheet and sustainability of our model allows us to pursue a variety of growth opportunities, including further investment in our store network through new stores and remodels, which will be an important part of our 8 – 11% TSR model over time," said Rodney McMullen , Kroger's Chairman and CEO. America's Grocer is Committed to Lowering Grocery Prices & Investing in Associates "Kroger has an extraordinary track record of investing in America," said McMullen. "We are at our best when we serve others – our customers, associates, and communities – and we take seriously our responsibility to provide great value by consistently lowering prices and offering more choices. When we do this, more customers shop with us and buy more groceries, which allows us to reinvest in even lower prices, a better shopping experience and higher wages. We know this model works because we've been doing it successfully for many years, and this is exactly what we will continue to do." Kroger's ongoing investments in America include: "I appreciate our associates who remained focused on taking care of our customers, communities and each other throughout the merger process," added McMullen. Share Repurchase Program Including Accelerated Share Repurchases Now that Kroger has terminated the merger agreement, the company is ready to deploy its capacity. With its strengthened balance sheet, Kroger will resume share repurchases after a more than two-year pause. Since announcing the merger, Kroger used its strong free cash flow and debt financing to build meaningful balance sheet capacity while maintaining its investment-grade rating. Kroger's Board of Directors approved a new share repurchase program authorizing the repurchase of up to $7.5 billion of common stock. The new repurchase authorization replaces Kroger's existing $1 billion authorization which was approved in September 2022 . Kroger intends to enter an accelerated share repurchase ("ASR") agreement for the repurchase of approximately $5 billion of common stock. "Our strong balance sheet and free cash flows position us to deliver on our commitment to grow the business and return capital to shareholders, maintaining capacity to invest in lower prices and higher associate wages," McMullen said. Kroger expects to continue to generate strong free cash flow and remains committed to its capital allocation priorities including maintaining its current investment grade debt rating, investing in the business to drive long-term sustainable net earnings growth, and returning excess free cash flow to shareholders via share repurchases and a growing dividend over time, subject to board approval. Looking forward, Kroger plans to host an Investor Day event in late spring of 2025 to share an update on its strategic priorities, future growth prospects and long-term financial outlook. Merger Debt Redemption In connection with the termination of the merger agreement, Kroger will begin the process of redeeming the $4.7 billion of its senior notes issued on August 27, 2024 , that include a special mandatory redemption provision in accordance with their terms. The notes will be redeemed at a redemption price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date. Termination of Exchange Offers In connection with the termination of the merger agreement, Kroger has also elected to terminate its previously announced offers to exchange (collectively, the "Exchange Offers") any and all outstanding notes (the "ACI Notes") issued by Albertsons Companies, Inc., New Albertsons, L.P., Safeway Inc., Albertson's LLC, Albertsons Safeway LLC and American Stores Company, LLC (collectively, the "ACI Issuing Entities"), for up to $7,441,608,000 aggregate principal amount of new notes to be issued by Kroger and cash. Kroger has also elected to terminate the related solicitation of consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation") on behalf of the ACI Issuing Entities to adopt certain proposed amendments to the indentures governing the ACI Notes (the "ACI Indentures"). As a result of the Exchange Offer being terminated, the total consideration, including any consent fee, will not be paid or become payable to holders of the ACI Notes who have validly tendered and not validly withdrawn their ACI Notes for exchange in the Exchange Offer, and the ACI Notes validly tendered and not validly withdrawn for exchange pursuant to the Exchange Offer will be promptly returned to the tendering holders. As a result of the Consent Solicitation being terminated, the proposed amendments to the ACI Indentures and the supplemental indentures previously entered into reflecting such proposed amendments will not become operative. About the Exchange Offers Global Bondholder Services Corporation served as exchange agent and information agent for the now terminated Exchange Offer and Consent Solicitation. You should direct questions and requests for assistance to Global Bondholder Services Corporation at (855) 654-2015 (toll-free) or (212) 430-3774 (banks and brokers), or by email at contact@gbsc-usa.com . About Kroger At The Kroger Co. (NYSE: KR), we are dedicated to our Purpose: to Feed the Human SpiritTM. We are, across our family of companies nearly 414,000 associates who serve over eleven million customers daily through a seamless digital shopping experience and retail food stores under a variety of banner names , serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor relations site. Forward Looking Statements This press release contains certain statements that constitute "forward-looking statements" about Kroger's financial position and the future performance of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "achieve," "committed," "confidence," "continue," "deliver," "expect," "future," "guidance," "model," "outlook," "strategy," "target," "trends," "well-positioned," and variations of such words and similar phrases. 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 our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following: Kroger's ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: the termination of the merger agreement and our proposed transaction with Albertsons and related divestiture plan; labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; Kroger's response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs related to Kroger's logistics operations; trends in consumer spending; the extent to which Kroger's customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; stock repurchases; changes in the regulatory environment in which Kroger operates, along with changes in federal policy and at regulatory agencies; Kroger's ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger's ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger's future growth plans; the ability to execute our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through our strategic pillars of fresh, our brands, personalization, and seamless; the successful integration of merged companies and new strategic collaborations; and the risks relating to or arising from our proposed nationwide opioid litigation settlement, including our ability to finalize and effectuate the settlement, the scope and coverage of the ultimate settlement and the expected financial or other impacts that could result from the settlement. Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow. Kroger assumes no obligation to update the information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties. View original content to download multimedia: https://www.prnewswire.com/news-releases/kroger-reiterates-its-commitment-to-lower-prices-and-initiates-new-7-5b-share-buyback-program-302329493.html SOURCE The Kroger Co.
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Chandigarh, Dec 26 (PTI) Political leaders cutting across parties on Thursday condoled the death of former prime minister Manmohan Singh, who passed away at the age of 92. Singh’s death was announced by the All India Institute of Medical Sciences (AIIMS), Delhi, where he was admitted in the Emergency ward at 8.06 pm in a critical condition after “sudden loss of consciousness”. Haryana Chief Minister Nayab Singh Saini said Manmohan Singh’s contribution to the development of the country will always be unforgettable. He said Singh will always be remembered for his simplicity. “I pray to God to give peace to the departed soul and give strength to the loved ones in this difficult time,” Saini posted on X. Punjab Chief Minister Bhagwant Mann described Singh’s passing away as “a big loss for the country”. The absence of this great economist who brought India’s economy back on track will always be felt by the countrymen, Mann posted on X. Former Haryana chief minister Bhupinder Singh Hooda described Manmohan Singh as a great economist and pioneer of economic reforms in India. In a post on X, Hooda said, “I am saddened by the news of the demise of former Prime Minister Dr. Manmohan Singh, a great economist of the world, a pioneer of economic reforms in India and one who, through his work, took the country forward on the path of progress and gave it a distinct identity across the world.” Hooda, a Congress leader, described Singh’s passing away an irreparable loss and expressed his deep condolences to his family and supporters. Punjab Finance Minister and AAP leader Harpal Singh Cheema said he was deeply saddened by Singh’s death. “A visionary economist and a statesman, his contributions to India’s growth and global standing will always be remembered. May Waheguru Ji grant peace to his soul and strength to his family #Manmohan,” Harpal Cheema said in a post on X. Former Punjab deputy chief minister and Congress leader O P Soni also condoled Manmohan Singh’s death and said India has lost a great leader. Speaking to PTI over phone, Soni recalled Manmohan Singh’s “special love” for Amritsar and Punjab. “While passing away of such a great leader is a loss to the entire nation and the world, Punjab, in particular, will feel the loss more,” Soni said. Congress leader and Leader of Opposition in Punjab Assembly Partap Singh Bajwa termed Singh as one of the “most humble and dignified leaders India has known”. “A man of few words but immense wisdom, his leadership steered India through significant challenges with grace and integrity. His unwavering commitment to civil discourse and democratic values and contributions to India’s progress will forever be remembered. “Rest in peace, Sir. The nation mourns the loss of a true statesman and a gentle giant of Indian politics,” Bajwa posted on X. Congress’ Sirsa MP Kumari Selja described Manmohan Singh’s death as an irreparable loss for the entire country. She said for her “it is like the departure of an elder and guide of the family”. “Under his leadership, India embarked on the path of liberalisation, globalisation and economic development, which positively impacted the lives of crores of Indians,” Selja said. Selja, a former Union minister said, “It was not only a privilege to work with him but also an opportunity to learn from him every moment. His example of simplicity, patience and selfless service will always inspire me. The country will always remember his contribution.” Congress leader Randeep Singh Surjewala said, “Dr. Manmohan Singh, the gentlemen politician and an epitome of probity & simplicity, leaves behind an unfathomable void”. “I was a beneficiary of his abundant affection and sagacious guidance, both in matters of politics as also his world view on India’s economy. Dr. Manmohan Singh will be deeply missed by every Congressperson and every Indian for his wisdom, understanding and foresight. His resolve for the ideological fight for principles of INC shall remain etched in our hearts,” Surjewala posted on X. Punjab Congress chief Amrinder Singh Raja Warring described Manmohan Singh “a true statesman and exceptional economist”. Singh’s contributions to India’s progress will forever be remembered, Warring said. PTI SUN VSD KSS KSS This report is auto-generated from PTI news service. 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WESTLAKE, Ohio--(BUSINESS WIRE)--Dec 11, 2024-- Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal fourth quarter ended October 31, 2024. Sales were $744 million, a 4% increase compared to the prior year’s fourth quarter sales of $719 million. The increase in fourth quarter 2024 sales included the favorable 6% impact of acquisitions and favorable currency translation of 1%, offset by an organic sales decrease of 3%. Net income was $122 million, or earnings per diluted share of $2.12, compared to prior year’s fourth quarter net income of $128 million, or earnings per diluted share of $2.22. Adjusted net income was $160 million, an increase from prior year adjusted net income of $156 million. Fourth quarter 2024 adjusted earnings per diluted share were $2.78 compared to prior year adjusted earnings per diluted share of $2.71. EBITDA in the fourth quarter was $241 million, or 32% of sales, an increase of 4% compared to prior year EBITDA of $227 million, also at 32% of sales. Commenting on the Company’s fiscal 2024 fourth quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “I appreciate our team’s focus and commitment to our customers, which delivered results above our fourth quarter guidance expectations. Our Advanced Technology Solutions segment delivered year-over-year fourth quarter sales growth, as electronics demand continued to steadily improve at fiscal year-end. During the down electronics cycle, our ATS team holistically implemented the NBS Next growth framework, making them responsive to the needs of our customers while also delivering a strong incremental operating performance. Our industrial product lines performed well against record comparisons from prior year. I’m also pleased with the early integration of our Atrion Medical acquisition, which contributed positively to the quarter.” Fourth Quarter Segment Results Industrial Precision Solutions sales of $392 million decreased 3% compared to the prior year fourth quarter, driven by a 5% organic sales decrease, a favorable acquisition impact of 1%, and a favorable currency impact of 1%. The organic sales decrease, following record organic sales in prior year fourth quarter, was driven by our industrial coatings, polymer processing and precision agriculture product lines, partially offset by double-digit growth in nonwovens product lines. Operating profit was $126 million in the quarter, or 32% of sales, a decrease of 4% compared to the prior year operating profit. The decrease in operating profit was driven by lower sales. EBITDA in the quarter was $143 million, or 37% of sales, a 3% decrease from the prior year fourth quarter EBITDA of $148 million, which also was 37% of sales. Medical and Fluid Solutions sales of $200 million increased 19% compared to the prior year fourth quarter, driven primarily by the acquisition of Atrion, which offset an organic sales decrease of 3% and a favorable currency impact of 1%. The organic sales decrease was driven by softness in medical interventional solutions product lines, partially offset by modest growth in our medical fluid components and fluid solutions product lines. Operating profit totaled $44 million in the quarter, or 22% of sales, a decrease of 8% compared to the prior year operating profit. EBITDA in the quarter was $72 million, or 36% of sales, an increase versus the prior year fourth quarter EBITDA of $62 million, or 37% of sales. Advanced Technology Solutions sales of $152 million increased 5% compared to the prior year fourth quarter, driven by an organic sales increase of 4% and a favorable currency impact of 1%. The organic sales increase was driven by double-digit growth in select test and inspection product lines and modest growth in our electronics processing product lines. Operating profit totaled $33 million in the quarter, or 22% of sales, an increase of 6% compared to the prior year operating profit due to higher sales and improved profit margins. EBITDA in the quarter was $41 million, or 27% of sales, an increase from the prior year fourth quarter EBITDA of $35 million, or 24% of sales. Fiscal 2024 Full Year Results Sales for the fiscal year ended October 31, 2024, were a record $2.7 billion, an increase of 2% compared to the prior year. This sales growth was driven by a favorable acquisition impact of 5%, partially offset by a 3% decrease in organic volume. Net income was $467 million, or earnings per diluted share of $8.11, compared to prior year’s net income of $487 million, or earnings per diluted share of $8.46. Adjusted net income was $561 million, a decrease from prior year adjusted net income of $567 million. Adjusted earnings per diluted share were $9.73 compared to prior year adjusted earnings per diluted share of $9.85. EBITDA was $849 million, or 32% of sales, compared to prior year EBITDA of $819 million, or 31% of sales. Free cash flow for the full-year was $492 million, which was a conversion rate of 105% of net income. Reflecting on fiscal 2024, Mr. Nagarajan continued, “In 2021, we launched our Ascend strategy with the milestone of achieving $3 billion in annual sales and greater than 30% EBITDA margins by 2025. The strategy is delivering results and has ample runway to accelerate. Our diversified portfolio, built on our leadership in niche end markets with differentiated products, is delivering balanced results in the ever-changing macro environment. Our acquisition strategy is generating growth, and I am pleased with the integration and deployment of the NBS Next growth framework. We also continued to generate strong free cash flow in the year, allowing us to consistently reinvest in the business while returning cash to our shareholders.” Outlook Following four consecutive years of record-setting performance, we enter fiscal 2025 with approximately $580 million in backlog. Based on the combination of order entry, backlog, current exchange rates and anticipated end market expectations, we anticipate delivering sales in the range of $2,750 to $2,870 million in fiscal 2025. Full year fiscal 2025 adjusted earnings are forecasted in the range of $9.70 to $10.50 per diluted share. First quarter fiscal 2025 sales are forecasted in the range of $615 to $655 million with adjusted earnings in the range of $1.95 to $2.15 per diluted share. Commenting on fiscal 2025 guidance, Nagarajan said, “Considering the evolving global macro-environment, we are entering 2025 with a conservative viewpoint. The fiscal first quarter is seasonally Nordson’s weakest quarter due to the holiday and calendar year-end slowdowns and cautious customer spending. While we remain confident about the long-term growth drivers of our end markets, we are being prudent about our expectations for end market recovery timing, particularly for our electronics and agricultural product lines. Even in uncertain times, our team delivers operational excellence and strong cash flow due to our close-to-the-customer business model, diversified niche end markets, differentiated products and the NBS Next growth framework.” Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, December 12, 2024 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com . Information about Nordson’s investor relations and shareholder services is available from Lara Mahoney, vice president, investor relations and corporate communications at (440) 204-9985 or lara.mahoney@nordson.com . Certain statements contained in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” or the negative of these terms or comparable terminology. These statements reflect management’s current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, U.S. and international economic conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions, including the Company’s ability to successfully integrate acquisitions; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflict between Russia and Ukraine, acts of terror, natural disasters and pandemics, including the recent coronavirus (COVID-19) pandemic and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recently filed Annual Report on Form 10-K and in its Forms 10-Q filed with the Securities and Exchange Commission, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement in this press release. Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com , linkedin/Nordson , or www.facebook.com/nordson . View source version on businesswire.com : https://www.businesswire.com/news/home/20241211087016/en/ CONTACT: Lara Mahoney Vice President, Investor Relations & Corporate Communications 440.204.9985 Lara.Mahoney@nordson.com KEYWORD: OHIO UNITED STATES NORTH AMERICA INDUSTRY KEYWORD: ELECTRONIC DESIGN AUTOMATION PACKAGING ENGINEERING SEMICONDUCTOR TECHNOLOGY MANUFACTURING OTHER MANUFACTURING SOURCE: Nordson Corporation Copyright Business Wire 2024. PUB: 12/11/2024 04:30 PM/DISC: 12/11/2024 04:32 PM http://www.businesswire.com/news/home/20241211087016/en