August 15, 2024

           To the beneficial owners, or representatives acting on behalf of beneficial owners, of any and all of the following outstanding debt securities issued by Albertsons Companies, Inc., a Delaware corporation (“ACI”), New Albertsons, L.P., a Delaware limited partnership (“NALP”), Safeway Inc., a Delaware corporation (“Safeway”), Albertson’s LLC, a Delaware limited liability company (“Albertsons”), Albertsons Safeway LLC, a Delaware limited liability company  (“ASL”) and American Stores Company, LLC, a Delaware limited liability company (“ASC,” and together with the foregoing, the “Albertsons Issuers”) (the “ACI Notes”):

CUSIP/ISIN No.	Title of Securities	Issuer(s)
144A: 013092 AF8 / US013092AF88 Reg S: U0125L AG5 / USU0125LAG50	3.250% Senior Notes due 2026	ACI, NALP, Safeway and Albertsons
144A: 013092 AA9 / US013092AA91 Reg S: U0125L AA8 / USU0125LAA80	7.500% Senior Notes due 2026	ACI, NALP, Safeway and Albertsons
144A: 013092 AC5 / US013092AC57 Reg S: U0125L AC4 / USU0125LAC47 JAN: U0125LAF7 / USU0125LAF77	4.625% Senior Notes due 2027	ACI, NALP, Safeway and Albertsons
144A: 013092 AB7 / US013092AB74 Reg S: U0125L AB6 / USU0125LAB63	5.875% Senior Notes due 2028	ACI, NALP, Safeway and Albertsons
144A: 01309Q AA6 / US01309QAA67 Reg S: U0126B AA9 / USU0126BAA99	6.500% Senior Notes due 2028	ACI, NALP, Safeway, Albertsons and ASL
144A: 013092 AG6 / US013092AG61 Reg S: U0125L AH3 / USU0125LAH34 DEC: U0125LAJ9 / USU0125LAJ99	3.500% Senior Notes due 2029	ACI, NALP, Safeway and Albertsons
144A: 013092 AE1 / US013092AE14 Reg S: U0125L AE0 / USU0125LAE03	4.875% Senior Notes due 2030	ACI, NALP, Safeway and Albertsons
786514AS8 / US786514AS84	7.450% Senior Debentures due 2027	Safeway
786514BA6 / US786514BA67	7.250% Senior Debentures due 2031	Safeway
030096AF8 / US030096AF88	8.000% Debentures due 2026	ASC
03009MBB1 / US03009MBB19	7.100% Medium-Term Notes, Series B, due 2028	ASC
030096AH4 / US030096AH45	7.500% Debentures due 2037	ASC
01310QCH6 / US01310QCH65	7.110% Medium-Term Notes, Series B due 2027	NALP
01310QCK9 / US01310QCK94	7.150% Medium-Term Notes, Series B due 2027	NALP
01310QCL7 / US01310QCL77	6.560% Medium-Term Notes, Series B due 2027	NALP
01310QCW3 / US01310QCW33	6.570% Medium-Term Notes, Series C due 2028	NALP
01310QCZ6 / US01310QCZ63	6.520% Medium-Term Notes, Series C due 2028	NALP
01310QCY9 / US01310QCY98	6.530% Medium-Term Notes, Series C due 2028	NALP
01310QDB8 / US01310QDB86	6.625% Medium-Term Notes, Series C due 2028	NALP
01310QDA0 / US01310QDA04	6.630% Medium-Term Notes, Series C due 2028	NALP
013104AC8 / US013104AC87	7.750% Debentures due 2026	NALP
013104AF1 / US013104AF19	7.450% Senior Debentures due 2029	NALP
013104AH7 / US013104AH74	8.700% Senior Debentures due 2030	NALP
013104AL8 / US013104AL86	8.000% Senior Debentures due 2031	NALP

***

           The Kroger Co. (the “Company”) is considering undertaking certain transactions with respect to the ACI Notes. If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of any ACI Notes that is an Eligible Holder (as described below), please complete the attached Eligibility Letter and return it to Global Bondholder Services Corporation at the address set forth in the Eligibility Letter, or submit it online at https://gbsc-usa.com/eligibility/kroger. If you are a beneficial owner of any ACI Notes that is not an Eligible Holder, please do not take any action at this time.

           An “Eligible Holder” is a beneficial owner that certifies that it is either:

(a)       a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or

(b)       a person that is outside of the “United States” and is

(i)        not a “U.S. person,” as those terms are defined in Rule 902 under the Securities Act,

(ii)       not acting for the account or benefit of a U.S. person and

(iii)      a “non-U.S. qualified offeree.”

           The definitions of “Qualified Institutional Buyer,” “United States,” “U.S. person” and “non-U.S. qualified offeree” are set forth in Annex A attached to the Eligibility Letter.

           Please submit your responses as soon as possible in order to allow sufficient time for you to review and submit the relevant paperwork to participate in the Exchange Offers.

           In addition, if you are located or resident in any province or territory of Canada (a “Canadian Holder”), please so indicate in the Eligibility Letter. A Canadian Holder may only be an Eligible Holder if, in addition to meeting all of the other requirements for an Eligible Holder, it has completed and returned the Canadian Certification Form. Additional eligibility criteria may apply to holders located in certain other jurisdictions. You are encouraged to speak with your advisors if you have any questions regarding your eligibility.

RESPONSES MUST BE RECEIVED NO LATER THAN 5:00 PM, NEW YORK CITY TIME, ON SEPTEMBER 13, 2024.

           This letter neither is an offer nor a solicitation of an offer with respect to the ACI Notes nor creates any obligations whatsoever on the part of the Company or the ACI Issuers to make any offer or on the part of the recipient to participate if an offer is made. The terms of any offer, including the terms of any Kroger Notes, as well as the terms of any consent solicitation with respect to the Kroger Notes will be set forth in a separate offering memorandum, which you are encouraged to carefully read.

           You may direct any questions about the eligibility process to Global Bondholder Services Corporation at the following telephone numbers: (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers).

                                                                                                            Sincerely,

                                                                                                            The Kroger Co.

 

 

ANNEX A

“Qualified Institutional Buyer” means:

           (1)       any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least US$100 million in securities of issuers that are not affiliated with the entity:

           (a)       any insurance company as defined in Section 2(a)(13) of the Securities Act;

           (b)       any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

           (c)       any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

           (d)       any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

           (e)       any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended;

           (f)       any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(d) or (e) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

           (g)       any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);

           (h)       any organization described in Section 501(c)(3) of the Internal Revenue Code, as amended, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, limited liability company or Massachusetts or similar business trust;

           (i)       any investment adviser registered under the Investment Advisers Act; and

           (j)       any institutional accredited investor, as defined in rule 501(a) under the Securities Act, of a type not listed in paragraphs (1)(a) through (i) above or paragraphs (2) through (6) below.

           (2)       any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least US$10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

           (3)       any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer;

           (4)       any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least US$100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this subparagraph:

           (a)       each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

           (b)       investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);

           (5)       any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other Qualified Institutional Buyers; and

           (6)       any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least US$100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least US$25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

           For purposes of the foregoing definition:

           (a)       in determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

           (b)       the aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market.

           (c)       in determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or Section 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

           (d)       “riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional Buyer.

* * * * * *

“U.S. person” means any:

           (1)       natural person resident in the United States;

           (2)       partnership or corporation organized or incorporated under the laws of the United States;

           (3)       estate of which any executor or administrator is a U.S. person;

           (4)       trust of which any trustee is a U.S. person;

           (5)       agency or branch of a foreign entity located in the United States;

           (6)       non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

           (7)       discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

           (8)       partnership or corporation if:

           (a)       organized or incorporated under the laws of any foreign jurisdiction; and

           (b)       formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not U.S. persons:

           (1)       any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

           (2)       any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

           (a)       an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

           (b)       the estate is governed by foreign law;

           (3)       any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

           (4)       an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

           (5)       an agency or branch of a U.S. person located outside the United States if:

           (a)       the agency or branch operates for valid business reasons; and

           (b)       the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

           (6)       the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans and any other similar international organizations, their agencies, affiliates and pension plans.

           For purposes of the foregoing definitions, the “United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

* * * * * *

“Non-U.S. qualified offeree” means:

           (1)       in relation to a holder in a member state of the European Economic Area, any person who is not a  retail investor, where a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”);

           (2)       in relation to a holder in the United Kingdom (“UK”), any person who is not a retail investor, where a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;

           (3)       in relation to a holder in the United Kingdom, a “relevant person.” For the purposes of this provision, the expression “relevant person” means a person who: (i) has professional experience in matters relating to investments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) is a person falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) is outside the UK, or (iv) is a person to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated;

           (4)       in relation to a holder located or resident in Canada, an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions, and in relation to a person located or resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a “permitted client” as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations; or

           (5)       any entity outside the U.S., the UK, the European Economic Area and Canada to whom the offers related to the New Notes may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.

* * * * * *