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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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41-0617000
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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11840 VALLEY VIEW ROAD
EDEN PRAIRIE, MINNESOTA
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55344
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Item
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Page
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1.
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1A.
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1B.
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2.
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3.
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4.
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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10.
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11.
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12.
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13.
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14.
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15.
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•
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The Company’s ability to attract and retain customers, and the success of the Company’s independent retailers and licensees
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•
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Increased competition resulting from consolidation in the grocery industry, and the Company’s ability to effectively respond
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•
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Competition from other food or drug retail chains, supercenters, hard discount, dollar stores, online retailers, non-traditional competitors and alternative formats in the Company’s markets
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•
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Customer reaction to the increased presence of competitors, including non-traditional competitors, in the Company’s markets
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•
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Competition for employees, store sites and products
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•
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The ability of the Company’s Independent Business to maintain or increase sales due to wholesaler competition, increased competition faced by customers and increased customer self-distribution
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•
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Changes in economic conditions or consumer preferences that affect consumer spending or buying habits
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•
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The success of the Company’s promotional and sales programs and the Company’s ability to respond to the promotional and pricing practices of competitors
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•
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The Company’s ability to identify and effectively execute on performance improvement and customer service initiatives
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•
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The Company’s ability to offer competitive products and services at low prices and maintain high levels of productivity and efficiency
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•
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The ability to grow by driving sales, attracting new customers and new licensees and successfully opening new locations
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•
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The ability to successfully execute on initiatives involving acquisitions or dispositions
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•
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The Company’s ability to continue to become a more cost-efficient organization
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•
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The Company’s ability to respond appropriately to competitors’ initiatives
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•
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The impact of the Company’s substantial indebtedness, including the restrictive operating covenants in the underlying debt instruments, on its business and financial flexibility
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•
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The Company’s ability to comply with debt covenants or to refinance the Company’s debt obligations
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•
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A downgrade in the Company’s debt ratings, which may increase the cost of borrowing or adversely affect the Company’s ability to access one or more financial markets
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•
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The availability of favorable credit and trade terms
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•
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The Company’s ability to renegotiate labor agreements with its unions
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•
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Resolution of issues associated with rising pension, healthcare and employee benefit costs
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•
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Potential for work disruption from labor disputes
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•
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Increased operating costs resulting from rising employee benefit costs
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•
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Potential increases in health plan costs resulting from health care reform
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•
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Pension funding obligations related to current and former employees of the Company and the Company’s divested operations
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•
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Required funding of multiemployer pension plans and any withdrawal liability
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•
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The effect of the financial condition of the Company’s pension plans on the Company’s debt ratings
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•
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Disruptions in current plans, operations and business relationships
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•
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Ability to effectively manage the Company’s cost structure to realize benefits from the Transition Services Agreement with each of Albertson’s LLC and NAI (collectively, the “TSA”) and the Transition Services Agreement with Haggen (the “Haggen TSA”)
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•
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Impact of the Safeway acquisition by Albertson’s LLC on the Company’s relationships with Albertson’s LLC and NAI, including the transition and wind down of the TSA, certain supply relationships and the operating agreement under which the Company operates a distribution center owned by NAI
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•
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Ability to provide services and transition and wind down services to NAI and Albertson’s LLC under the TSA and the letter agreement regarding the TSA, as well as services to Haggen under the Haggen TSA, in an efficient manner that is not disruptive to the Company, while eliminating costs directly and not directly tied to providing these services
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•
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Ability to attract and retain qualified personnel to perform services under the TSA and the Haggen TSA
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•
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The effect of the information technology intrusions that also impacted Albertson’s LLC and NAI
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•
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Dependence of the Company’s businesses on computer hardware and software systems that are vulnerable to security breach by computer hackers and cyber terrorists
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•
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The intrusions into the Company’s information technology systems and the Company’s continued investigation to determine the full extent of their impact, if any, on its business and future operating results
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•
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Risk of misappropriation of sensitive data, including customer and employee data, as a result of the information technology intrusions or any future cyber-attack or breach and potential related claims
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•
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Costs of responding to inquiries, claims or enforcement actions in connection with the information technology intrusions or any future attack or breach resulting in fees and penalties, the loss, damage or misappropriation of information, and potential related damage to the Company’s reputation
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•
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Inability to timely obtain the Company’s PCI DSS report on compliance that could result in fines or assessments
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•
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Costs of complying with stricter privacy and information security laws
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•
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Ability of the information technology systems of the Company or its vendors to prevent, contain or detect cyber-attacks or security breaches
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•
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Difficulties in developing, maintaining or upgrading information technology systems
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•
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Major disasters, business disruptions or losses resulting from failure of these systems to perform as anticipated for any reason or data theft, information espionage, or other criminal activity directed at the Company’s computer or communications systems
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•
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Inability to keep pace with changing customer expectations and new developments and technology investments by the Company’s competitors
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•
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Worsening economic conditions, consumer confidence or unemployment rates, each of which affect consumer spending or buying habits
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•
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Increases in unemployment, insurance and healthcare costs, energy costs and commodity prices, which could impact consumer spending or buying habits and the cost of doing business
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•
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Increases in interest rates, labor costs and tax rates, and other changes in applicable law
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•
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Food and drug inflation or deflation
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•
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Costs of compliance with existing laws and regulations and changes in applicable laws and regulations that impose additional requirements or restrictions on the operation of the Company’s businesses
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•
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The ability to timely obtain permits, comply with government regulations or make capital expenditures required to maintain compliance with government regulations, including those governing ethical, anti-bribery and similar business practices
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•
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Potential costs of compliance with additional foreign laws and regulations if the Company seeks and attains a larger international footprint
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•
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Potential costs of compliance with environmental laws and regulations, including relating to disposal of hazardous waste and any required removal or remediation of contamination at current or former locations
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•
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Events that give rise to actual or potential food contamination, drug contamination or foodborne illness or injury or any adverse publicity relating to these types of concerns, whether or not valid
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•
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Potential recall costs and product liability claims
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•
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Unfavorable outcomes and the costs to defend litigation, governmental or administrative proceedings or other disputes, including those related to the information technology intrusions experienced by the Company
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•
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Adverse publicity related to such unfavorable outcomes
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•
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Property damage or business disruption resulting from severe weather conditions and natural disasters that affect the Company and the Company’s customers or suppliers
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•
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Unseasonably adverse climate conditions that impact the availability or cost of certain products in the grocery supply chain
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•
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The Company’s ability to effectively maintain its supply chain and distribution network without interruption
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•
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Disruptions due to weather, product recalls, crop conditions, regulatory actions, supplier instability, transportation interruptions, labor supply or vendor disputes
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•
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Competition in the Company’s military business
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•
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Changes in the commissary system, reductions in government expenditures or funding, or changes in military staffing levels or the locations of bases
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•
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Variability in actuarial projections regarding workers’ compensation liability and associated medical costs and automobile and general liability
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•
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Potential increase in the number or severity of claims for which the Company is self-insured
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•
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Adequacy of cybersecurity insurance maintained by the Company to offset any losses or damages related to the information technology intrusions and any future intrusions experienced by the Company
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•
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Availability and cost of energy and fuel to store and transport products
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•
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Volatility of fuel, energy and natural gas prices
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•
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Risks associated with possession of compressed natural gas equipment and a fueling station
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•
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Unfavorable changes in the Company’s industry, the broader economy, market conditions, business operations, competition or the Company’s stock price and market capitalization that could require impairment to intangible assets, including goodwill, and tangible assets, including property, plant and equipment
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•
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Fluctuations in the Company’s stock price related to actual or perceived operating performance, any of the factors listed above or general stock market fluctuations
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2015
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2014
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2013
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Independent Business:
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|||||||||
Nonperishable grocery products
(1)
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$
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5,939
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33
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%
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$
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6,000
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35
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%
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$
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6,140
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36
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%
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Perishable grocery products
(2)
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2,099
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|
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12
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1,951
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11
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1,935
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11
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Services to independent retail customers and other
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96
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1
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85
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1
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91
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|
1
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|||
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8,134
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|
|
46
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%
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8,036
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47
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%
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8,166
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|
48
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%
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|||
Save-A-Lot:
|
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|||||||||
Nonperishable grocery products
(1)
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$
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2,986
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|
|
17
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%
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$
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2,829
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|
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17
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%
|
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$
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2,865
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|
17
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%
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Perishable grocery products
(2)
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1,627
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|
|
9
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|
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1,399
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8
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|
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1,330
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|
|
8
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|
|||
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4,613
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|
|
26
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%
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4,228
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|
25
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%
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4,195
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25
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%
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|||
Retail Food:
|
|
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|
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|
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|||||||||
Nonperishable grocery products
(1)
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$
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2,677
|
|
|
15
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%
|
|
$
|
2,600
|
|
|
15
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%
|
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$
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2,689
|
|
|
16
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%
|
Perishable grocery products
(2)
|
1,574
|
|
|
9
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|
|
1,463
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|
|
9
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|
|
1,428
|
|
|
8
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|||
Pharmacy products
|
510
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|
|
3
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|
|
491
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|
|
3
|
|
|
512
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|
|
3
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|||
Fuel
|
83
|
|
|
—
|
|
|
67
|
|
|
—
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|
|
77
|
|
|
—
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|
|||
Other
|
35
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|||
|
4,879
|
|
|
27
|
%
|
|
4,649
|
|
|
27
|
%
|
|
4,733
|
|
|
28
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%
|
|||
Corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Transition services revenue
|
$
|
194
|
|
|
1
|
%
|
|
$
|
240
|
|
|
1
|
%
|
|
$
|
42
|
|
|
—
|
|
Net sales
|
$
|
17,820
|
|
|
100
|
%
|
|
$
|
17,153
|
|
|
100
|
%
|
|
$
|
17,136
|
|
|
100
|
%
|
(1)
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Includes such items as dry goods, general merchandise, home, health and beauty care, beverages, dairy, frozen foods and candy
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(2)
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Includes such items as meat, produce, deli and bakery
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Name
|
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Age
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Present Position
|
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Calendar Year
Elected to
Present
Position
|
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Other Positions Recently Held
with the Company
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Sam Duncan
(1)
|
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63
|
|
Chief Executive Officer and President
|
|
2013
|
|
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Bruce H. Besanko
(2)
|
|
56
|
|
Executive Vice President, Chief Financial Officer
|
|
2013
|
|
|
Randy Burdick
(3)
|
|
57
|
|
Executive Vice President, Chief Information Officer
|
|
2013
|
|
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Ritchie L. Casteel
(4)
|
|
65
|
|
President & CEO, Save-A-Lot
|
|
2013
|
|
|
Susan S. Grafton
(5)
|
|
58
|
|
Senior Vice President, Finance, and Chief Accounting Officer
|
|
2014
|
|
|
Janel S. Haugarth
|
|
59
|
|
Executive Vice President & President, Independent Business & Supply Chain Services
|
|
2013
|
|
Executive Vice President, President Independent Business and Business Optimization 2012-2013; Executive Vice President, Merchandising and Logistics, 2011-2012; Executive Vice President, President and COO, Supply Chain Services, 2005-2011
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Michele A. Murphy
|
|
61
|
|
Executive Vice President, Human Resources and Communications
|
|
2013
|
|
Senior Vice President, Human Resources & Labor Relations, 2010-2013; Senior Vice President, Labor & Employee Relations, 2006-2010
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Karla C. Robertson
|
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44
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
2013
|
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Executive Vice President, Legal 2013; Vice President, Employment, Compensation and Benefits Law, 2012-2013; Director, Employment Law, 2011-2012; Senior Labor and Employment Counsel, 2009-2011
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Mark Van Buskirk
(6)
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57
|
|
Executive Vice President, Merchandising, Marketing, Retail & Pharmacy
|
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2013
|
|
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Rob Woseth
(7)
|
|
44
|
|
Executive Vice President, Chief Strategy Officer
|
|
2013
|
|
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(1)
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The Company agreed in the Tender Offer Agreement that Sam Duncan would replace Wayne C. Sales as Chief Executive Officer of the Company effective as of the closing of the Tender Offer. This process was accelerated by the Board and Mr. Duncan was appointed as the President and Chief Executive Officer of the Company effective February 4, 2013. Prior to joining the Company, Mr. Duncan served as Chairman, Chief Executive Officer and President of OfficeMax Incorporated, a provider of office supplies, technology and services (“OfficeMax”), from 2005-2011.
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(2)
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Bruce H. Besanko was appointed to Executive Vice President and Chief Financial Officer in August 2013. Prior to joining the Company, Mr. Besanko served as Executive Vice President and Chief Financial Officer since February 2009 and as Chief Administrative Officer since October 2009 for OfficeMax. Mr. Besanko previously served as Executive Vice President and Chief Financial Officer of Circuit City Stores, Inc. (“Circuit City”), a specialty retailer of consumer electronics and related services, from July 2007 to February 2009. Prior to that, Mr. Besanko served as Senior Vice President, Finance and Chief Financial Officer for The Yankee Candle Company, Inc., a designer, manufacturer, wholesaler and retailer of premium scented candles, since April 2005. On November 10, 2008, Circuit City and several of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia. Circuit City’s Chapter 11 plan of liquidation was confirmed by the Bankruptcy Court on September 14, 2010.
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(3)
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Randy Burdick was appointed Executive Vice President and Chief Information Officer in March 2013. Prior to joining the Company, Mr. Burdick served as Executive Vice President and Chief Information Officer at OfficeMax from 2005-2013.
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(4)
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Ritchie L. Casteel was appointed President & CEO, Save-A-Lot in March 2013. Prior to joining the Company, Mr. Casteel served as Director of Sales and Operations at Grocery Outlet Inc. from 2005-2009 and served as a Consultant for Hallmark Cards, Inc. a manufacturer of greeting cards, from 2011-2013.
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(5)
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Susan S. Grafton was appointed Senior Vice President, Finance, and Chief Accounting Officer effective in February 2014. Prior to joining the Company, Ms. Grafton served as Senior Vice President, Controller and Chief Accounting Officer from 2011-2014 and Vice President, Controller and Chief Accounting Officer from 2006-2011 at Best Buy Co., Inc., a retailer of consumer electronics and related products.
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(6)
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Mark Van Buskirk was appointed Executive Vice President, Merchandising, Marketing, Retail & Pharmacy in March 2013. Prior to joining the Company, Mr. Van Buskirk served as Vice President of Meat and Seafood Merchandising and Procurement at the Kroger Co., a retail grocery company, from 2006-2013.
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(7)
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Rob Woseth was appointed Executive Vice President, Strategy effective March 2013. Prior to joining the Company, Mr. Woseth served as Vice President Business Development and Strategy at Albertson’s LLC from 2006-2013.
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•
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require the Company to use a substantial portion of its cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing the availability of cash flow to fund working capital, new store growth, capital expenditures, acquisitions and for other purposes;
|
•
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limit the Company’s ability to obtain, or increase the cost at which the Company is able to obtain, financing in order to refinance existing indebtedness and fund working capital, new store growth, capital expenditures, acquisitions and for other purposes;
|
•
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limit the Company’s ability to adjust to changing business and market conditions and to respond to market opportunities, placing the Company at a competitive disadvantage relative to its competitors that have less debt.
|
•
|
the results of the payment card brands’ ongoing forensic investigations of the intrusions;
|
•
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whether, at the time of the intrusions, the portion of its network that handles payment card data was in compliance with applicable payment card industry standards;
|
•
|
whether, and if so to what extent, any fraud losses or other expenses experienced by cardholders, card issuers and/or the payment card brands on or with respect to the payment card accounts affected by the intrusions can be properly attributed to these intrusions and whether, and if so to what extent, those expenses would be the Company’s legal responsibility;
|
•
|
the nature and extent of any losses to Albertson’s LLC or NAI from the intrusions and any claims asserted against the Company for such losses; and
|
•
|
the adequacy of the Company’s insurance.
|
|
|
Common Stock Price Range
|
|
Dividends Declared
Per Share
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Fiscal
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
|
|
|
||||||||||||
First Quarter
|
|
$
|
8.12
|
|
|
$
|
6.05
|
|
|
$
|
7.11
|
|
|
$
|
3.75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Second Quarter
|
|
9.78
|
|
|
7.57
|
|
|
8.26
|
|
|
5.76
|
|
|
—
|
|
|
—
|
|
||||||
Third Quarter
|
|
9.76
|
|
|
7.83
|
|
|
8.76
|
|
|
6.07
|
|
|
—
|
|
|
—
|
|
||||||
Fourth Quarter
|
|
10.49
|
|
|
8.72
|
|
|
7.30
|
|
|
5.38
|
|
|
—
|
|
|
—
|
|
||||||
Year
|
|
$
|
10.49
|
|
|
$
|
6.05
|
|
|
$
|
8.76
|
|
|
$
|
3.75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in millions, except shares and per share
amounts)
Period
(1)
|
|
Total Number
of Shares
Purchased
(2)
|
|
Average
Price Paid
Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
|
||||||
First four weeks
|
|
|
|
|
|
|
|
|
||||||
November 30, 2014 to December 27, 2014
|
|
9,514
|
|
|
$
|
9.18
|
|
|
—
|
|
|
$
|
—
|
|
Second four weeks
|
|
|
|
|
|
|
|
|
||||||
December 28, 2014 to January 24, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Third five weeks
|
|
|
|
|
|
|
|
|
||||||
January 25, 2015 to February 28, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Totals
|
|
9,514
|
|
|
$
|
9.18
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
The reported periods conform to the Company’s fiscal calendar composed of thirteen 28-day periods, except for the thirteenth period of fiscal
2015
that includes 35 days due to fiscal 2015 having 53 weeks rather than 52 weeks. The fourth quarter of fiscal
2015
contains two 28-day periods and one 35-day period.
|
(2)
|
These amounts represent the deemed surrender by participants in the Company’s compensatory stock plans of
9,514
shares of previously issued common stock. These amounts are in payment of the purchase price for shares acquired pursuant to the exercise of stock options and satisfaction of tax obligations arising from such exercises, as well as from the vesting of restricted stock awards granted under such plans.
|
Date
|
|
SUPERVALU
|
|
S&P Midcap 400
|
|
2015 Peer Group
(3)
|
|
2014 Peer Group
(4)
|
||||||||
|
|
(in dollars)
|
||||||||||||||
February 26, 2010
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
February 25, 2011
|
|
$
|
58.01
|
|
|
$
|
132.43
|
|
|
$
|
99.16
|
|
|
$
|
98.90
|
|
February 24, 2012
|
|
$
|
46.57
|
|
|
$
|
137.22
|
|
|
$
|
112.48
|
|
|
$
|
111.99
|
|
February 22, 2013
|
|
$
|
27.84
|
|
|
$
|
156.06
|
|
|
$
|
135.78
|
|
|
$
|
135.53
|
|
February 21, 2014
|
|
$
|
44.11
|
|
|
$
|
194.64
|
|
|
$
|
142.82
|
|
|
$
|
151.20
|
|
February 27, 2015
|
|
$
|
71.45
|
|
|
$
|
219.43
|
|
|
$
|
172.07
|
|
|
$
|
183.88
|
|
(1)
|
Total return assuming $100 invested on
February 26, 2010
and reinvestment of dividends on the day they were paid.
|
(2)
|
The Company’s fiscal year ends on the last Saturday in February.
|
(3)
|
In fiscal 2015, the Company revised its peer group to better reflect companies with which it more directly competes. The fiscal 2015 peer group consists of Spartan Stores Inc., Wal-Mart Stores, Inc., Target Corporation, Sysco Corporation, The Fresh Market, Inc., Delhaize Group SA and Roundy's, Inc.
|
(4)
|
The Company’s 2014 peer group consisted of Delhaize Group SA, Koninklijke Ahold NV, The Kroger Co., Safeway Inc. and Wal-Mart Stores, Inc.
|
(1)
|
The presentation of noncontrolling interests and equity earnings in unconsolidated affiliates has been revised to conform with the current year presentation. Refer to
Note 1—Summary of Significant Accounting Policies
within Part II, Item 8 of this Annual Report on Form 10-K for additional information.
|
(2)
|
Pre-tax items recorded in fiscal 2015 included $64 of non-cash pension settlement charges, a $5 benefit plan charge, $3 of store closure charges, $2 of net information technology intrusion costs and $1 of severance costs.
|
(3)
|
Pre-tax items recorded in fiscal 2015 included $37 of debt refinancing costs and $6 of non-cash unamortized financing cost charges, within interest expense, net.
|
(4)
|
Working capital of continuing operations is calculated using the first-in, first-out method (“FIFO”), after adding back the last-in, first-out method (“LIFO”) reserve. The LIFO reserve for each year is as follows:
$211
for fiscal 2015,
$202
for fiscal 2014,
$211
for fiscal 2013,
$207
for fiscal 2012 and
$185
for fiscal 2011. Current assets of discontinued operations at the end of each fiscal year were as follows: $0 for fiscal 2015 and 2014, $1,494 for fiscal 2013, $1,616 for fiscal 2012 and $1,739 for fiscal 2011. Current liabilities of discontinued operations at the end of each fiscal year were as follows: $0 for fiscal 2015 and 2014, $2,701 for fiscal 2013, $1,606 for fiscal 2012 and $1,651 for fiscal 2011.
|
(5)
|
Total assets of continuing operations is calculated as Total assets of the Company excluding current assets and long-term assets of discontinued operations.
|
(6)
|
Weighted average shares outstanding—diluted, as presented here, represents the diluted weighted average shares outstanding utilized in the computation of Net earnings (loss) from continuing operations per share—diluted.
|
(7)
|
Capital expenditures include cash payments for purchases of property, plant and equipment, excluding business acquisitions, and non-cash capital lease additions.
|
(8)
|
Adjusted EBITDA is a non-GAAP financial measure that the Company provides as a supplement to our results of operations and related analysis, and should not be considered superior to, a substitute for or an alternative to any financial measure of performance prepared and presented in accordance with GAAP (defined below). Refer to the “Non-GAAP Financial Measures” section of Part II, Item 7 of this Annual Report on Form 10-K for a reconciliation to the applicable GAAP (defined below) financial measure and additional information regarding the Company’s use of non-GAAP financial measures.
|
•
|
Positive Independent Business sales to existing customers for fiscal 2015.
|
•
|
Positive Save-A-Lot identical store sales, including increased licensee purchase concentration rates, for each quarter in fiscal 2015.
|
•
|
Positive Retail Food identical store sales for each quarter in fiscal 2015.
|
•
|
Targeted price investments were combined with incremental marketing investments in media, print and digital.
|
•
|
Private brands penetration improved 390 and 50 basis points within Save-A-Lot and Retail Food, respectively.
|
•
|
Refinancing $350 of the Company's 8.00% Senior Notes due May 2016 with $350 of registered 7.75% Senior Notes due November 2022, which extended the maturity by over six years and lowered the interest rate.
|
•
|
Amending the Revolving ABL Credit Facility to lower the interest rate and extend its maturity.
|
•
|
Lump sum settlement payments of
$272
were made to deferred vested pension plan participants in fiscal 2015 that reduced the pension benefit obligations, at the time of the offer, as well as the number of plan participants; however, assumption changes regarding mortality tables, the benefit obligation discount rate and expected rates of return reduced the funded status of the Company's defined benefit pension plan.
|
•
|
Additional discretionary pension contributions, including $50 in the fourth quarter of fiscal 2015 and a $47 excess contribution in the third quarter fiscal 2015 that satisfied the PBGC (defined below) binding term sheet requirements. The discretionary contributions were made, in part, to offset the decrease in the funded status (described above) of the Company's defined benefit pension plan.
|
•
|
Net sales increased
$667
primarily due to Save-A-Lot positive network identical store sales of
5.8 percent
and new store sales,
$313
from the additional week in fiscal 2015, and Retail Food new store sales and positive identical store sales of
|
•
|
Gross profit increased
$48
primarily due to higher sales volume and lower logistics and employee-related costs, offset by lower transitional TSA fees and higher incremental investments to lower prices, shrink, private brands pricing support, advertising costs and a LIFO charge.
|
•
|
Operating earnings increased
$1
with higher net charges and costs associated with non-cash benefit plan charges, a benefit plan charge, asset impairment charges and other charges and costs in the current year, offset in part by restructuring charges and costs, a legal settlement charge and other items last year. When adjusted for these items (refer to the fiscal 2015 Operating Earnings section below for a reconciliation), Operating earnings increased $15 primarily due to lower net periodic pension expense, depreciation, and employee-related costs, higher sales volume and lower logistics costs, partially offset by lower transitional TSA fees, and higher investments to lower prices, shrink, a LIFO charge and advertising costs.
|
•
|
Interest expense, net decreased
$164
due to $131 of lower refinancing charges and costs and $33 of lower interest expense from lower average interest rates and outstanding debt balances.
|
•
|
Net earnings from continuing operations increased
$114
and Diluted earnings per share from continuing operations increased
$0.43
primarily due to the above items.
|
•
|
Income from discontinued operations of
$72
for fiscal 2015 reflects net discrete tax benefits related to tangible property repair regulations and other deduction-related changes, and property tax refunds and interest income resulting from settlement of income tax audits.
|
•
|
Net cash provided by operating activities of continuing operations increased
$204
primarily due to a reduction in cash utilized for operating assets and liabilities including income taxes and working capital, offset by higher discretionary pension plan contributions.
|
•
|
Net cash used in investing activities of continuing operations increased
$199
due to an increase of cash used for capital expenditures of
$128
, comprised of investments in Retail Food store remodels, new Save-A-Lot stores and the Company's supply chain and information technology, and
$55
for business combinations reflecting the acquired Rainbow stores within the Minneapolis/St. Paul market and Save-A-Lot licensee stores acquisitions.
|
•
|
Net cash used in financing activities of continuing operations decreased
$15
primarily due to lower proceeds from the sale of common stock, offset by lower financing costs.
|
|
2015
(53 weeks) |
|
2014
(52 weeks) |
|
2013
(52 weeks) |
|
2012
(52 weeks) |
|
2011
(52 weeks) |
||||||||||
Net earnings (loss) from continuing operations
|
$
|
127
|
|
|
$
|
13
|
|
|
$
|
(253
|
)
|
|
$
|
(97
|
)
|
|
$
|
(193
|
)
|
Less net earnings attributable to noncontrolling interests
|
(7
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|
(13
|
)
|
|
(7
|
)
|
|||||
Income tax provision (benefit)
|
58
|
|
|
5
|
|
|
(163
|
)
|
|
(41
|
)
|
|
(60
|
)
|
|||||
Interest expense, net
|
243
|
|
|
407
|
|
|
269
|
|
|
247
|
|
|
230
|
|
|||||
Depreciation and amortization
|
285
|
|
|
302
|
|
|
365
|
|
|
355
|
|
|
354
|
|
|||||
LIFO charge (credit)
|
8
|
|
|
(9
|
)
|
|
4
|
|
|
16
|
|
|
5
|
|
|||||
Unusual employee-related costs and pension related items
|
70
|
|
|
49
|
|
|
36
|
|
|
15
|
|
|
38
|
|
|||||
Asset impairment and other charges, net of gains
|
3
|
|
|
1
|
|
|
249
|
|
|
—
|
|
|
49
|
|
|||||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
6
|
|
|
92
|
|
|
110
|
|
|||||
Legal settlement charges (gains)
|
—
|
|
|
5
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||||
Contract breakage costs and certain other charges
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Information technology intrusion costs, net of insurance recoverable
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
789
|
|
|
$
|
772
|
|
|
$
|
493
|
|
|
$
|
574
|
|
|
$
|
526
|
|
|
Payments Due Per Period
|
||||||||||||||||||
|
Total
|
|
Fiscal 2016
|
|
Fiscal 2017-2018
|
|
Fiscal 2019-2020
|
|
Thereafter
|
||||||||||
Contractual obligations
(1)(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(3)
|
$
|
2,497
|
|
|
$
|
10
|
|
|
$
|
308
|
|
|
$
|
1,429
|
|
|
$
|
750
|
|
Interest on long-term debt
(4)
|
693
|
|
|
143
|
|
|
251
|
|
|
177
|
|
|
122
|
|
|||||
Operating leases
(5)
|
582
|
|
|
113
|
|
|
190
|
|
|
128
|
|
|
151
|
|
|||||
Capital leases
(6)
|
310
|
|
|
42
|
|
|
76
|
|
|
68
|
|
|
124
|
|
|||||
Purchase obligations
(7)
|
244
|
|
|
161
|
|
|
72
|
|
|
11
|
|
|
—
|
|
|||||
Self-insurance obligations
(8)
|
99
|
|
|
30
|
|
|
32
|
|
|
14
|
|
|
23
|
|
|||||
Total contractual obligations
|
$
|
4,425
|
|
|
$
|
499
|
|
|
$
|
929
|
|
|
$
|
1,827
|
|
|
$
|
1,170
|
|
(1)
|
Contractual obligations payments due per period presented here exclude the Company’s required funding of its pension and postretirement benefit obligations, which totaled
$169
for fiscal
2015
, because the timing of future payments beyond fiscal
2016
cannot be reasonably determined. Pension and postretirement benefit obligations were $610 as of
February 28, 2015
. The Company expects to contribute
$55
to
$65
to pension and postretirement benefit plans during fiscal
2016
.
|
(2)
|
Unrecognized tax benefits, which totaled
$94
as of
February 28, 2015
, were excluded from the contractual obligations table because an estimate of the timing of future tax settlements cannot be reasonably determined.
|
(3)
|
Long-term debt amounts exclude any original issue discounts. Long-term debt payments due per period for fiscal 2017 through thereafter exclude any Excess Cash Flow prepayments under the provisions of the Secured Term Loan Facility because the timing of future prepayment amounts, if any, are not reasonably estimable as of
February 28, 2015
.
|
(4)
|
Amounts include contractual interest payments using the interest rate as of
February 28, 2015
applicable to the Company’s variable interest debt instruments and stated fixed rates for all other debt instruments.
|
(5)
|
Represents the minimum rents payable under operating leases, excluding common area maintenance, insurance or tax payments, for which the Company is also obligated, offset by minimum subtenant rentals of $56, $16, $28, $11 and $1, respectively.
|
(6)
|
Represents the minimum payments under capital leases, excluding common area maintenance, insurance or tax payments, for which the Company is also obligated, offset by minimum subtenant rentals of $25, $6, $9, $5 and $5, r
espectively.
|
(7)
|
The Company’s purchase obligations include various obligations that have annual purchase commitments of $1 or greater. As of
February 28, 2015
, future purchase obligations existed that primarily related to fixed asset and information technology commitments. In addition, in the ordinary course of business, the Company enters into supply contracts to purchase product for resale to consumers and to Independent Business wholesale customers, which are typically of a short-term nature with limited or no purchase commitments. The majority of our supply contracts are short-term in nature and relate to fixed assets, information technology and contracts to purchase product for resale. These supply contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. The supply contracts that are cancelable have not been included above.
|
(8)
|
The Company’s insurance reserves include the undiscounted obligations related to workers’ compensation, general and automobile liabilities at the estimated ultimate cost of reported claims and claims incurred but not yet reported and related expenses.
|
|
Interest Rate Positions as of February 28, 2015
|
||||||||||||||||||||||||||||||
|
February 28,
2015 |
|
Aggregate Payments by Fiscal Year
|
||||||||||||||||||||||||||||
|
Fair
Value
|
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||||
|
(in millions, except rates)
|
||||||||||||||||||||||||||||||
Debt with variable interest rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal payments
|
$
|
1,171
|
|
|
$
|
1,169
|
|
|
$
|
10
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
1,114
|
|
|
$
|
—
|
|
Variable interest rate
|
|
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
—
|
%
|
|||||||||
Debt with fixed interest rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal payments on senior notes
|
$
|
1,076
|
|
|
$
|
1,028
|
|
|
$
|
—
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750
|
|
Average fixed rate
|
|
|
7.4
|
%
|
|
—
|
%
|
|
8.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.2
|
%
|
|||||||||
Principal payments on floating rate debt converted to fixed rate debt
(1)
|
$
|
301
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300
|
|
|
$
|
—
|
|
Fixed interest rate
|
|
|
5.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.5
|
%
|
|
—
|
%
|
|||||||||
Notes receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal receivable
|
$
|
31
|
|
|
$
|
29
|
|
|
$
|
11
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Average rate receivable
|
|
|
7.2
|
%
|
|
7.4
|
%
|
|
7.7
|
%
|
|
7.8
|
%
|
|
8.0
|
%
|
|
6.5
|
%
|
|
4.7
|
%
|
|||||||||
Interest rate swap related to debt with variable interest rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pay fixed-receive variable financial instrument amount
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward starting fixed rate paid
|
|
|
2.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.0
|
%
|
|
—
|
%
|
|||||||||
Forward starting variable rate received
|
|
|
Rate A
(2)
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Rate A
(2)
|
|
|
—
|
%
|
(1)
|
Pay fixed-receive variable interest rate swap relates to the $300 of debt with variable interest payments under the Secured Term Loan Facility. Fixed rate payments begin in February 2016 and conclude in March 2019. The fair value of this instrument represents a liability of $0 as of February 28, 2015.
|
(2)
|
Rate A - One-month LIBOR, subject to a 1.00 percent floor.
|
|
Page
|
Consolidated Financial Statements:
|
|
Financial Statement Schedule:
|
|
|
|
All other schedules are omitted because they are not applicable or not required.
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2015
(53 weeks) |
|
February 22, 2014
(52 weeks) |
|
February 23, 2013
(52 weeks) |
||||||
Net sales
|
|
|
|
|
|
||||||
Independent Business
|
$
|
8,134
|
|
|
$
|
8,036
|
|
|
$
|
8,166
|
|
% of total
|
45.6
|
%
|
|
46.9
|
%
|
|
47.7
|
%
|
|||
Save-A-Lot
|
4,613
|
|
|
4,228
|
|
|
4,195
|
|
|||
% of total
|
25.9
|
%
|
|
24.6
|
%
|
|
24.5
|
%
|
|||
Retail Food
|
4,879
|
|
|
4,649
|
|
|
4,733
|
|
|||
% of total
|
27.4
|
%
|
|
27.1
|
%
|
|
27.6
|
%
|
|||
Corporate
|
194
|
|
|
240
|
|
|
42
|
|
|||
% of total
|
1.1
|
%
|
|
1.4
|
%
|
|
0.2
|
%
|
|||
Total net sales
|
$
|
17,820
|
|
|
$
|
17,153
|
|
|
$
|
17,136
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
Operating earnings (loss)
|
|
|
|
|
|
||||||
Independent Business
|
$
|
243
|
|
|
$
|
235
|
|
|
$
|
199
|
|
% of Independent Business sales
|
3.0
|
%
|
|
2.9
|
%
|
|
2.4
|
%
|
|||
Save-A-Lot
|
153
|
|
|
167
|
|
|
143
|
|
|||
% of Save-A-Lot sales
|
3.3
|
%
|
|
3.9
|
%
|
|
3.4
|
%
|
|||
Retail Food
|
122
|
|
|
77
|
|
|
(153
|
)
|
|||
% of Retail Food sales
|
2.5
|
%
|
|
1.7
|
%
|
|
(3.2
|
)%
|
|||
Corporate
|
(94
|
)
|
|
(56
|
)
|
|
(339
|
)
|
|||
Total operating earnings (loss)
|
424
|
|
|
423
|
|
|
(150
|
)
|
|||
% of total net sales
|
2.4
|
%
|
|
2.5
|
%
|
|
(0.9
|
)%
|
|||
Interest expense, net
|
243
|
|
|
407
|
|
|
269
|
|
|||
Equity in earnings of unconsolidated affiliates
|
(4
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Earnings (loss) from continuing operations before income taxes
|
185
|
|
|
18
|
|
|
(416
|
)
|
|||
Income tax provision (benefit)
|
58
|
|
|
5
|
|
|
(163
|
)
|
|||
Net earnings (loss) from continuing operations
|
127
|
|
|
13
|
|
|
(253
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
72
|
|
|
176
|
|
|
(1,203
|
)
|
|||
Net earnings (loss) including noncontrolling interests
|
199
|
|
|
189
|
|
|
(1,456
|
)
|
|||
Less net earnings attributable to noncontrolling interests
|
(7
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Net earnings (loss) attributable to SUPERVALU INC.
|
$
|
192
|
|
|
$
|
182
|
|
|
$
|
(1,466
|
)
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Independent Business
|
$
|
48
|
|
|
$
|
51
|
|
|
$
|
64
|
|
Save-A-Lot
|
65
|
|
|
64
|
|
|
68
|
|
|||
Retail Food
|
172
|
|
|
187
|
|
|
233
|
|
|||
Total
|
$
|
285
|
|
|
$
|
302
|
|
|
$
|
365
|
|
Capital expenditures
|
|
|
|
|
|
||||||
Independent Business
|
$
|
70
|
|
|
$
|
24
|
|
|
$
|
33
|
|
Save-A-Lot
|
97
|
|
|
42
|
|
|
101
|
|
|||
Retail Food
|
73
|
|
|
47
|
|
|
107
|
|
|||
Total
|
$
|
240
|
|
|
$
|
113
|
|
|
$
|
241
|
|
Identifiable assets
|
|
|
|
|
|
||||||
Independent Business
|
$
|
2,022
|
|
|
$
|
2,007
|
|
|
$
|
1,857
|
|
Save-A-Lot
|
1,029
|
|
|
925
|
|
|
936
|
|
|||
Retail Food
|
1,406
|
|
|
1,415
|
|
|
1,695
|
|
|||
Corporate
|
28
|
|
|
27
|
|
|
75
|
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
6,471
|
|
|||
Total
|
$
|
4,485
|
|
|
$
|
4,374
|
|
|
$
|
11,034
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2015
(53 weeks) |
|
February 22, 2014
(52 weeks) |
|
February 23, 2013
(52 weeks) |
||||||
Net sales
|
$
|
17,820
|
|
|
$
|
17,153
|
|
|
$
|
17,136
|
|
Cost of sales
|
15,242
|
|
|
14,623
|
|
|
14,803
|
|
|||
Gross profit
|
2,578
|
|
|
2,530
|
|
|
2,333
|
|
|||
Selling and administrative expenses
|
2,154
|
|
|
2,107
|
|
|
2,477
|
|
|||
Goodwill and intangible asset impairment charge
|
—
|
|
|
—
|
|
|
6
|
|
|||
Operating earnings (loss)
|
424
|
|
|
423
|
|
|
(150
|
)
|
|||
Interest
|
|
|
|
|
|
||||||
Interest expense
|
244
|
|
|
407
|
|
|
272
|
|
|||
Interest (income)
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Interest expense, net
|
243
|
|
|
407
|
|
|
269
|
|
|||
Equity in earnings of unconsolidated affiliates
|
(4
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Earnings (loss) from continuing operations before income taxes
|
185
|
|
|
18
|
|
|
(416
|
)
|
|||
Income tax provision (benefit)
|
58
|
|
|
5
|
|
|
(163
|
)
|
|||
Net earnings (loss) from continuing operations
|
127
|
|
|
13
|
|
|
(253
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
72
|
|
|
176
|
|
|
(1,203
|
)
|
|||
Net earnings (loss) including noncontrolling interests
|
199
|
|
|
189
|
|
|
(1,456
|
)
|
|||
Less net earnings attributable to noncontrolling interests
|
(7
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Net earnings (loss) attributable to SUPERVALU INC.
|
$
|
192
|
|
|
$
|
182
|
|
|
$
|
(1,466
|
)
|
|
|
|
|
|
|
||||||
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.46
|
|
|
$
|
0.02
|
|
|
$
|
(1.24
|
)
|
Discontinued operations
|
$
|
0.28
|
|
|
$
|
0.69
|
|
|
$
|
(5.67
|
)
|
Basic net earnings per share
|
$
|
0.74
|
|
|
$
|
0.71
|
|
|
$
|
(6.91
|
)
|
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.45
|
|
|
$
|
0.02
|
|
|
$
|
(1.24
|
)
|
Discontinued operations
|
$
|
0.27
|
|
|
$
|
0.68
|
|
|
$
|
(5.67
|
)
|
Diluted net earnings per share
|
$
|
0.73
|
|
|
$
|
0.70
|
|
|
$
|
(6.91
|
)
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
260
|
|
|
255
|
|
|
212
|
|
|||
Diluted
|
264
|
|
|
258
|
|
|
212
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2015
(53 weeks) |
|
February 22, 2014
(52 weeks) |
|
February 23, 2013
(52 weeks) |
||||||
Net earnings (loss) including noncontrolling interests
|
$
|
199
|
|
|
$
|
189
|
|
|
$
|
(1,456
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Recognition of pension and other postretirement benefits (loss) income, net of tax benefit (expense) of $27, $(123) and $(22), respectively
|
(116
|
)
|
|
257
|
|
|
45
|
|
|||
Comprehensive income (loss) including noncontrolling interests
|
83
|
|
|
446
|
|
|
(1,411
|
)
|
|||
Less comprehensive income attributable to noncontrolling interests
|
(7
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Comprehensive income (loss) attributable to SUPERVALU INC.
|
$
|
76
|
|
|
$
|
439
|
|
|
$
|
(1,421
|
)
|
|
February 28,
2015 |
|
February 22,
2014 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
114
|
|
|
$
|
83
|
|
Receivables, net
|
482
|
|
|
493
|
|
||
Inventories, net
|
984
|
|
|
861
|
|
||
Other current assets
|
120
|
|
|
106
|
|
||
Total current assets
|
1,700
|
|
|
1,543
|
|
||
Property, plant and equipment, net
|
1,470
|
|
|
1,497
|
|
||
Goodwill
|
865
|
|
|
847
|
|
||
Intangible assets, net
|
48
|
|
|
43
|
|
||
Deferred tax assets
|
265
|
|
|
287
|
|
||
Other assets
|
137
|
|
|
157
|
|
||
Total assets
|
$
|
4,485
|
|
|
$
|
4,374
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
1,121
|
|
|
$
|
1,043
|
|
Accrued vacation, compensation and benefits
|
204
|
|
|
190
|
|
||
Current maturities of long-term debt and capital lease obligations
|
35
|
|
|
45
|
|
||
Other current liabilities
|
173
|
|
|
213
|
|
||
Total current liabilities
|
1,533
|
|
|
1,491
|
|
||
Long-term debt
|
2,480
|
|
|
2,486
|
|
||
Long-term capital lease obligations
|
213
|
|
|
246
|
|
||
Pension and other postretirement benefit obligations
|
602
|
|
|
536
|
|
||
Long-term tax liabilities
|
119
|
|
|
140
|
|
||
Other long-term liabilities
|
174
|
|
|
205
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ deficit
|
|
|
|
||||
Common stock, $0.01 par value: 400 shares authorized; 262 and 260 shares issued, respectively
|
3
|
|
|
3
|
|
||
Capital in excess of par value
|
2,810
|
|
|
2,862
|
|
||
Treasury stock, at cost, 2 and 4 shares, respectively
|
(33
|
)
|
|
(101
|
)
|
||
Accumulated other comprehensive loss
|
(423
|
)
|
|
(307
|
)
|
||
Accumulated deficit
|
(3,003
|
)
|
|
(3,195
|
)
|
||
Total SUPERVALU INC. stockholders’ deficit
|
(646
|
)
|
|
(738
|
)
|
||
Noncontrolling interests
|
10
|
|
|
8
|
|
||
Total stockholders’ deficit
|
(636
|
)
|
|
(730
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
4,485
|
|
|
$
|
4,374
|
|
|
Common
Stock |
|
Capital in
Excess of Par Value |
|
Treasury
Stock |
|
Accumulated
Other Comprehensive Loss |
|
Accumulated
Deficit |
|
SUPERVALU INC.
Stockholders’ Equity (Deficit) |
|
Noncontrolling interests
|
|
Total Stockholders' Equity (Deficit)
|
||||||||||||||||
Balances as of February 25, 2012
|
$
|
230
|
|
|
$
|
2,855
|
|
|
$
|
(515
|
)
|
|
$
|
(657
|
)
|
|
$
|
(1,892
|
)
|
|
$
|
21
|
|
|
$
|
10
|
|
|
$
|
31
|
|
Net (loss) earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,466
|
)
|
|
(1,466
|
)
|
|
10
|
|
|
(1,456
|
)
|
||||||||
Other comprehensive income, net of tax of $22
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||||||
Cash dividends declared on common stock $0.0875 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
(27
|
)
|
|
41
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||||
Change in par value of common stock
|
(228
|
)
|
|
228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
||||||||
Tax impact on stock-based awards and other
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||||
Balances as of February 23, 2013
|
2
|
|
|
3,046
|
|
|
(474
|
)
|
|
(612
|
)
|
|
(3,377
|
)
|
|
(1,415
|
)
|
|
10
|
|
|
(1,405
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
182
|
|
|
7
|
|
|
189
|
|
||||||||
Other comprehensive income, net of tax of $123
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
||||||||
Divestiture of New Albertsons, Inc.’s pension accumulated comprehensive loss, net of tax of $31
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||||
Common stock issued and sold in connection with New Albertsons, Inc. divesture
|
1
|
|
|
12
|
|
|
157
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
170
|
|
||||||||
Sales of common stock under option plans
|
—
|
|
|
(134
|
)
|
|
141
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||||
Stock-based compensation
|
—
|
|
|
(54
|
)
|
|
79
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||||
Tax impact on stock-based awards and other
|
—
|
|
|
(8
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||||
Balances as of February 22, 2014
|
3
|
|
|
2,862
|
|
|
(101
|
)
|
|
(307
|
)
|
|
(3,195
|
)
|
|
(738
|
)
|
|
8
|
|
|
(730
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
192
|
|
|
7
|
|
|
199
|
|
||||||||
Other comprehensive loss, net of tax benefit of $27
|
—
|
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
(116
|
)
|
||||||||
Sales of common stock under option plans
|
—
|
|
|
(62
|
)
|
|
69
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||||
Stock-based compensation
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Tax impact on stock-based awards and other
|
—
|
|
|
(12
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||||
Balances as of February 28, 2015
|
$
|
3
|
|
|
$
|
2,810
|
|
|
$
|
(33
|
)
|
|
$
|
(423
|
)
|
|
$
|
(3,003
|
)
|
|
$
|
(646
|
)
|
|
$
|
10
|
|
|
$
|
(636
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
103
|
|
|
$
|
97
|
|
|
$
|
93
|
|
Expense
|
31
|
|
|
34
|
|
|
29
|
|
|||
Claim payments
|
(32
|
)
|
|
(33
|
)
|
|
(27
|
)
|
|||
Reclassification of insurance recoveries to receivables
|
(9
|
)
|
|
5
|
|
|
2
|
|
|||
Ending balance
|
93
|
|
|
103
|
|
|
97
|
|
|||
Less current portion
|
(30
|
)
|
|
(33
|
)
|
|
(27
|
)
|
|||
Long-term portion
|
$
|
63
|
|
|
$
|
70
|
|
|
$
|
70
|
|
|
February 23,
2013 |
|
Additions
|
|
Impairments
|
|
Other net
adjustments
|
|
February 22,
2014 |
|
Additions
|
|
Impairments
|
|
Other net
adjustments
|
|
February 28,
2015 |
||||||||||||||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Independent Business
|
$
|
710
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
710
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
710
|
|
Save-A-Lot
|
137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|||||||||
Retail Food
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||||
Total goodwill
|
$
|
847
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
847
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Favorable operating leases, prescription files, customer lists and other (accumulated amortization of $86 and $78 as of February 28, 2015 and February 22, 2014, respectively)
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
111
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124
|
|
Tradenames and trademarks—indefinite useful lives
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||||
Non-compete agreements (accumulated amortization of $2 and $2 as of February 28, 2015 and February 22, 2014, respectively)
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||||
Total intangible assets
|
118
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
123
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|||||||||
Accumulated amortization
|
(67
|
)
|
|
(8
|
)
|
|
—
|
|
|
(5
|
)
|
|
(80
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|||||||||
Total intangible assets, net
|
$
|
51
|
|
|
|
|
|
|
|
|
$
|
43
|
|
|
|
|
|
|
|
|
$
|
48
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
47
|
|
|
$
|
61
|
|
|
$
|
72
|
|
Additions
|
4
|
|
|
4
|
|
|
16
|
|
|||
Payments
|
(12
|
)
|
|
(16
|
)
|
|
(22
|
)
|
|||
Adjustments
|
(5
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Ending balance
|
$
|
34
|
|
|
$
|
47
|
|
|
$
|
61
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Property, plant and equipment:
|
|
|
|
|
|
||||||
Carrying value
|
$
|
4
|
|
|
$
|
45
|
|
|
$
|
291
|
|
Fair value measured using Level 3 inputs
|
1
|
|
|
21
|
|
|
40
|
|
|||
Impairment charge
|
$
|
3
|
|
|
$
|
24
|
|
|
$
|
251
|
|
|
2015
|
|
2014
|
||||
Land
|
$
|
104
|
|
|
$
|
97
|
|
Buildings
|
1,252
|
|
|
1,224
|
|
||
Property under construction
|
71
|
|
|
34
|
|
||
Leasehold improvements
|
709
|
|
|
693
|
|
||
Equipment
|
2,021
|
|
|
1,959
|
|
||
Capitalized lease assets
|
314
|
|
|
315
|
|
||
Total property, plant and equipment
|
4,471
|
|
|
4,322
|
|
||
Accumulated depreciation
|
(2,779
|
)
|
|
(2,618
|
)
|
||
Accumulated amortization on capitalized lease assets
|
(222
|
)
|
|
(207
|
)
|
||
Total property, plant and equipment, net
|
$
|
1,470
|
|
|
$
|
1,497
|
|
Level 1 -
|
Quoted prices in active markets for identical assets or liabilities;
|
Level 2 -
|
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
|
Level 3 -
|
Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability.
|
|
February 28,
2015 |
|
February 22,
2014 |
||||
4.50% Secured Term Loan Facility due March 2019
|
$
|
1,469
|
|
|
$
|
1,474
|
|
6.75% Senior Notes due June 2021
|
400
|
|
|
400
|
|
||
7.75% Senior Notes due November 2022
|
350
|
|
|
—
|
|
||
8.00% Senior Notes due May 2016
|
278
|
|
|
628
|
|
||
1.66% to 4.00% Revolving ABL Credit Facility due September 2019
|
—
|
|
|
—
|
|
||
Other
|
—
|
|
|
18
|
|
||
Net discount on debt, using an effective interest rate of 4.63% to 8.56%
|
(8
|
)
|
|
(16
|
)
|
||
Total debt
|
2,489
|
|
|
2,504
|
|
||
Less current maturities of long-term debt
|
(9
|
)
|
|
(18
|
)
|
||
Long-term debt
|
$
|
2,480
|
|
|
$
|
2,486
|
|
Fiscal Year
|
|
||
2016
|
$
|
10
|
|
2017
|
293
|
|
|
2018
|
15
|
|
|
2019
|
15
|
|
|
2020
|
1,414
|
|
|
Thereafter
|
750
|
|
|
Lease Obligations
|
||||||
Fiscal Year
|
Operating Leases
|
|
Capital Leases
|
||||
2016
|
$
|
129
|
|
|
$
|
45
|
|
2017
|
119
|
|
|
43
|
|
||
2018
|
99
|
|
|
41
|
|
||
2019
|
80
|
|
|
38
|
|
||
2020
|
60
|
|
|
35
|
|
||
Thereafter
|
152
|
|
|
130
|
|
||
Total future minimum obligations
|
$
|
639
|
|
|
332
|
|
|
Less interest
|
|
|
(93
|
)
|
|||
Present value of net future minimum obligations
|
|
|
239
|
|
|||
Less current capital lease obligations
|
|
|
(26
|
)
|
|||
Long-term capital lease obligations
|
|
|
$
|
213
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Minimum rent
|
$
|
148
|
|
|
$
|
143
|
|
|
$
|
143
|
|
Contingent rent
|
6
|
|
|
5
|
|
|
6
|
|
|||
Rent expense
|
154
|
|
|
148
|
|
|
149
|
|
|||
Less subtenant rentals
|
(29
|
)
|
|
(27
|
)
|
|
(29
|
)
|
|||
Total net rent expense
|
$
|
125
|
|
|
$
|
121
|
|
|
$
|
120
|
|
|
Lease Receipts
|
||||||
Fiscal Year
|
Operating Leases
|
|
Direct Financing Leases
|
||||
2016
|
$
|
25
|
|
|
$
|
1
|
|
2017
|
23
|
|
|
1
|
|
||
2018
|
18
|
|
|
1
|
|
||
2019
|
12
|
|
|
—
|
|
||
2020
|
7
|
|
|
—
|
|
||
Thereafter
|
17
|
|
|
—
|
|
||
Total minimum lease receipts
|
$
|
102
|
|
|
3
|
|
|
Less interest
|
|
|
—
|
|
|||
Net investment in direct financing leases
|
|
|
3
|
|
|||
Less current portion
|
|
|
(1
|
)
|
|||
Long-term portion
|
|
|
$
|
2
|
|
|
2015
|
|
2014
|
||||
Property, plant and equipment
|
$
|
4
|
|
|
$
|
4
|
|
Less accumulated depreciation
|
(3
|
)
|
|
(3
|
)
|
||
Property, plant and equipment, net
|
$
|
1
|
|
|
$
|
1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
35
|
|
|
$
|
30
|
|
|
$
|
(98
|
)
|
State
|
7
|
|
|
5
|
|
|
(9
|
)
|
|||
Total current
|
42
|
|
|
35
|
|
|
(107
|
)
|
|||
Deferred
|
16
|
|
|
(30
|
)
|
|
(56
|
)
|
|||
Total income tax provision (benefit)
|
$
|
58
|
|
|
$
|
5
|
|
|
$
|
(163
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Federal taxes (benefit) based on statutory rate
|
$
|
62
|
|
|
$
|
4
|
|
|
$
|
(149
|
)
|
State income taxes, net of federal benefit
|
12
|
|
|
—
|
|
|
(13
|
)
|
|||
Tax contingency
|
(1
|
)
|
|
(1
|
)
|
|
1
|
|
|||
Change in valuation allowance
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|||
Pension
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(7
|
)
|
|
3
|
|
|
1
|
|
|||
Total income tax provision (benefit)
|
$
|
58
|
|
|
$
|
5
|
|
|
$
|
(163
|
)
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Compensation and benefits
|
$
|
234
|
|
|
$
|
224
|
|
Self-insurance
|
25
|
|
|
24
|
|
||
Property, plant and equipment and capitalized lease assets
|
72
|
|
|
132
|
|
||
Loss on sale of discontinued operations
|
1,387
|
|
|
1,339
|
|
||
Net operating loss carryforwards
|
19
|
|
|
23
|
|
||
Other
|
69
|
|
|
80
|
|
||
Gross deferred tax assets
|
1,806
|
|
|
1,822
|
|
||
Valuation allowance
|
(1,404
|
)
|
|
(1,356
|
)
|
||
Total deferred tax assets
|
402
|
|
|
466
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment and capitalized lease assets
|
(88
|
)
|
|
(147
|
)
|
||
Inventories
|
(14
|
)
|
|
(40
|
)
|
||
Intangible assets
|
(27
|
)
|
|
(25
|
)
|
||
Other
|
(23
|
)
|
|
(16
|
)
|
||
Total deferred tax liabilities
|
(152
|
)
|
|
(228
|
)
|
||
Net deferred tax asset
|
$
|
250
|
|
|
$
|
238
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets
|
$
|
265
|
|
|
$
|
287
|
|
Other current liabilities
|
(15
|
)
|
|
(49
|
)
|
||
Net deferred tax asset
|
$
|
250
|
|
|
$
|
238
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
76
|
|
|
$
|
187
|
|
|
$
|
165
|
|
Increase based on tax positions related to the current year
|
15
|
|
|
15
|
|
|
5
|
|
|||
Decrease based on tax positions related to the current year
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Increase based on tax positions related to prior years
|
15
|
|
|
8
|
|
|
82
|
|
|||
Decrease based on tax positions related to prior years
|
(4
|
)
|
|
(2
|
)
|
|
(58
|
)
|
|||
Decrease related to settlements with taxing authorities
|
(3
|
)
|
|
(128
|
)
|
|
(3
|
)
|
|||
Decrease due to lapse of statute of limitations
|
(5
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Ending balance
|
$
|
94
|
|
|
$
|
76
|
|
|
$
|
187
|
|
|
Shares Under Option
(In thousands)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
(In years)
|
|
Aggregate Intrinsic Value
(In thousands)
|
|||||
Outstanding, February 25, 2012
|
18,413
|
|
|
$
|
28.90
|
|
|
2.62
|
|
$
|
—
|
|
Granted
|
9,370
|
|
|
2.54
|
|
|
|
|
|
|||
Exercised
|
(9
|
)
|
|
2.28
|
|
|
|
|
|
|||
Canceled and forfeited
|
(5,528
|
)
|
|
23.32
|
|
|
|
|
|
|||
Outstanding, February 23, 2013
|
22,246
|
|
|
19.20
|
|
|
4.63
|
|
$
|
10,402
|
|
|
Granted
|
10,083
|
|
|
6.58
|
|
|
|
|
|
|||
Exercised
|
(3,121
|
)
|
|
2.29
|
|
|
|
|
|
|||
Canceled and forfeited
|
(5,873
|
)
|
|
23.70
|
|
|
|
|
|
|||
Outstanding, February 22, 2014
|
23,335
|
|
|
14.87
|
|
|
5.41
|
|
$
|
15,982
|
|
|
Granted
|
5,022
|
|
|
7.54
|
|
|
|
|
|
|||
Exercised
|
(1,944
|
)
|
|
3.71
|
|
|
|
|
|
|||
Canceled and forfeited
|
(5,533
|
)
|
|
30.68
|
|
|
|
|
|
|||
Outstanding, February 28, 2015
|
20,880
|
|
|
$
|
9.98
|
|
|
6.55
|
|
$
|
61,073
|
|
Vested and expected to vest in the future as of February 28, 2015
|
19,681
|
|
|
$
|
10.16
|
|
|
6.41
|
|
$
|
57,694
|
|
Exercisable as of February 28, 2015
|
10,018
|
|
|
$
|
13.51
|
|
|
4.31
|
|
$
|
26,826
|
|
|
2015
|
|
2014
|
|
2013
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
1.0 – 2.1%
|
Volatility rate
|
50.8 – 53.2%
|
|
|
49.3 – 51.3%
|
|
|
42.3 – 61.2%
|
Risk-free interest rate
|
1.2 – 1.6%
|
|
|
0.6 – 1.0%
|
|
|
0.4 – 0.6%
|
Expected option life
|
4.0 – 5.0 years
|
|
|
4.0 – 6.0 years
|
|
|
4.5 – 6.0 years
|
|
Restricted Stock Units
(In thousands)
|
|
Restricted Stock Awards
(In thousands)
|
|
Weighted Average Grant Date Fair Value
(1)
|
||||
Outstanding, February 25, 2012
|
151
|
|
|
444
|
|
|
$
|
17.96
|
|
Granted
|
894
|
|
|
1,482
|
|
|
6.05
|
|
|
Lapsed
|
(64
|
)
|
|
(220
|
)
|
|
10.03
|
|
|
Canceled and forfeited
|
(9
|
)
|
|
(263
|
)
|
|
10.19
|
|
|
Outstanding, February 23, 2013
|
972
|
|
|
1,443
|
|
|
7.83
|
|
|
Granted
|
296
|
|
|
491
|
|
|
6.98
|
|
|
Lapsed
|
(1,268
|
)
|
|
(967
|
)
|
|
6.23
|
|
|
Canceled and forfeited
|
—
|
|
|
(30
|
)
|
|
6.08
|
|
|
Outstanding, February 22, 2014
|
—
|
|
|
937
|
|
|
9.09
|
|
|
Granted
|
2,274
|
|
|
18
|
|
|
7.11
|
|
|
Lapsed
|
(133
|
)
|
|
(417
|
)
|
|
6.54
|
|
|
Canceled and forfeited
|
(90
|
)
|
|
(2
|
)
|
|
6.09
|
|
|
Outstanding, February 28, 2015
|
2,051
|
|
|
536
|
|
|
$
|
11.02
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock-based compensation
|
$
|
23
|
|
|
$
|
22
|
|
|
$
|
13
|
|
Income tax benefits
|
(9
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|||
Stock-based compensation, net of tax
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
8
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
2,726
|
|
|
$
|
2,893
|
|
|
$
|
81
|
|
|
$
|
109
|
|
Plan amendment
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(11
|
)
|
||||
Service cost
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
||||
Interest cost
|
121
|
|
|
121
|
|
|
4
|
|
|
4
|
|
||||
Actuarial loss (gain)
|
371
|
|
|
(141
|
)
|
|
5
|
|
|
(12
|
)
|
||||
Settlements paid
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(97
|
)
|
|
(147
|
)
|
|
(4
|
)
|
|
(6
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Benefit obligation at end of year
|
2,849
|
|
|
2,726
|
|
|
82
|
|
|
81
|
|
||||
Changes in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
2,261
|
|
|
2,031
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
260
|
|
|
259
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
165
|
|
|
118
|
|
|
4
|
|
|
6
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Settlements paid
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(97
|
)
|
|
(147
|
)
|
|
(7
|
)
|
|
(9
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
2,317
|
|
|
2,261
|
|
|
4
|
|
|
—
|
|
||||
Unfunded status at end of year
|
$
|
(532
|
)
|
|
$
|
(465
|
)
|
|
$
|
(78
|
)
|
|
$
|
(81
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Accrued vacation, compensation and benefits
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
Pension and other postretirement benefit obligations
|
(530
|
)
|
|
(462
|
)
|
|
(72
|
)
|
|
(75
|
)
|
||||
Total
|
$
|
(532
|
)
|
|
$
|
(465
|
)
|
|
$
|
(78
|
)
|
|
$
|
(81
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Prior service benefit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
55
|
|
Net actuarial loss
|
(696
|
)
|
|
(567
|
)
|
|
(28
|
)
|
|
(25
|
)
|
||||
Total recognized in Accumulated other comprehensive loss
|
$
|
(696
|
)
|
|
$
|
(567
|
)
|
|
$
|
17
|
|
|
$
|
30
|
|
Total recognized in Accumulated other comprehensive loss, net of tax
|
$
|
(432
|
)
|
|
$
|
(324
|
)
|
|
$
|
9
|
|
|
$
|
17
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
121
|
|
|
121
|
|
|
123
|
|
|
4
|
|
|
4
|
|
|
5
|
|
||||||
Expected return on plan assets
|
(149
|
)
|
|
(141
|
)
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(13
|
)
|
|
(12
|
)
|
||||||
Amortization of net actuarial loss
|
68
|
|
|
101
|
|
|
111
|
|
|
3
|
|
|
5
|
|
|
6
|
|
||||||
Settlement
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (income)
|
104
|
|
|
81
|
|
|
101
|
|
|
(8
|
)
|
|
(2
|
)
|
|
1
|
|
||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(11
|
)
|
|
—
|
|
||||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
12
|
|
|
13
|
|
||||||
Net actuarial loss (gain)
|
195
|
|
|
(259
|
)
|
|
46
|
|
|
6
|
|
|
(16
|
)
|
|
(7
|
)
|
||||||
Amortization of net actuarial loss
|
(66
|
)
|
|
(101
|
)
|
|
(110
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(6
|
)
|
||||||
Total expense (benefit) recognized in Other comprehensive (loss) income
|
129
|
|
|
(360
|
)
|
|
(64
|
)
|
|
14
|
|
|
(20
|
)
|
|
—
|
|
||||||
Total expense (benefit) recognized in net periodic benefit cost (income) and Other comprehensive (loss) income
|
$
|
233
|
|
|
$
|
(279
|
)
|
|
$
|
37
|
|
|
$
|
6
|
|
|
$
|
(22
|
)
|
|
$
|
1
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Benefit obligation assumptions:
|
|
|
|
|
|
|||
Discount rate
(1)
|
3.80
|
%
|
|
4.65
|
%
|
|
4.25
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
2.00
|
%
|
Net periodic benefit cost assumptions:
(2)
|
|
|
|
|
|
|||
Discount rate
(1)
|
4.65 – 4.10%
|
|
|
4.25
|
%
|
|
4.55
|
%
|
Rate of compensation increase
|
—
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
Expected return on plan assets
(3)
|
7.00 – 6.50%
|
|
|
7.00
|
%
|
|
7.25
|
%
|
(1)
|
The Company reviews and selects the discount rate to be used in connection with measuring its pension and other postretirement benefit obligations annually. In determining the discount rate, the Company uses the yield on corporate bonds (rated AA or better) that coincides with the cash flows of the plans’ estimated benefit payouts. The model uses a yield curve approach to discount each cash flow of the liability stream at an interest rate specifically applicable to the timing of each respective cash flow. The model totals the present values of all cash flows and calculates the equivalent weighted average discount rate by imputing the singular interest rate that equates the total present value with the stream of future cash flows. This resulting weighted average discount rate is then used in evaluating the final discount rate to be used by the Company.
|
(2)
|
Net periodic benefit cost is measured using weighted average assumptions as of the beginning of each year.
|
(3)
|
Expected long-term return on plan assets is estimated by utilizing forward-looking, long-term return, risk and correlation assumptions developed and updated annually by the Company. These assumptions are weighted by the actual or target allocation to each underlying asset class represented in the pension plan asset portfolio. The Company also assesses the expected long-term return on plan assets assumption by comparison to long-term historical performance on an asset class to ensure the assumption is reasonable. Long-term trends are also evaluated relative to market factors such as inflation, interest rates, and fiscal and monetary policies in order to assess the capital market assumptions.
|
Asset Category
|
Target
|
|
2015
|
|
2014
|
|||
Domestic equity
|
24.4
|
%
|
|
24.8
|
%
|
|
30.2
|
%
|
International equity
|
11.0
|
%
|
|
11.3
|
%
|
|
14.1
|
%
|
Private equity
|
6.2
|
%
|
|
6.2
|
%
|
|
5.5
|
%
|
Fixed income
|
48.7
|
%
|
|
48.1
|
%
|
|
41.3
|
%
|
Real estate
|
9.7
|
%
|
|
9.6
|
%
|
|
8.9
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Common stock
|
$
|
489
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
489
|
|
Common collective trusts—fixed income
|
—
|
|
|
259
|
|
|
—
|
|
|
259
|
|
||||
Common collective trusts—equity
|
—
|
|
|
336
|
|
|
—
|
|
|
336
|
|
||||
Government securities
|
95
|
|
|
130
|
|
|
—
|
|
|
225
|
|
||||
Mutual funds
|
53
|
|
|
286
|
|
|
—
|
|
|
339
|
|
||||
Corporate bonds
|
—
|
|
|
292
|
|
|
—
|
|
|
292
|
|
||||
Real estate partnerships
|
—
|
|
|
—
|
|
|
162
|
|
|
162
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
144
|
|
|
144
|
|
||||
Mortgage-backed securities
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||
Other
|
48
|
|
|
6
|
|
|
—
|
|
|
54
|
|
||||
Total plan assets at fair value
|
$
|
685
|
|
|
$
|
1,326
|
|
|
$
|
306
|
|
|
$
|
2,317
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Common stock
|
$
|
579
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
579
|
|
Common collective trusts—fixed income
|
—
|
|
|
253
|
|
|
—
|
|
|
253
|
|
||||
Common collective trusts—equity
|
—
|
|
|
344
|
|
|
—
|
|
|
344
|
|
||||
Government securities
|
92
|
|
|
89
|
|
|
—
|
|
|
181
|
|
||||
Mutual funds
|
52
|
|
|
243
|
|
|
—
|
|
|
295
|
|
||||
Corporate bonds
|
—
|
|
|
290
|
|
|
—
|
|
|
290
|
|
||||
Real estate partnerships
|
—
|
|
|
—
|
|
|
149
|
|
|
149
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
||||
Mortgage-backed securities
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Other
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Total plan assets at fair value
|
$
|
723
|
|
|
$
|
1,264
|
|
|
$
|
274
|
|
|
$
|
2,261
|
|
|
Real Estate
Partnerships
|
|
Private Equity
|
||||
Ending balance, February 23, 2013
|
$
|
136
|
|
|
$
|
110
|
|
Purchases
|
22
|
|
|
34
|
|
||
Sales
|
(26
|
)
|
|
(24
|
)
|
||
Unrealized gains
|
10
|
|
|
5
|
|
||
Realized gains and losses
|
7
|
|
|
—
|
|
||
Ending balance, February 22, 2014
|
149
|
|
|
125
|
|
||
Purchases
|
10
|
|
|
36
|
|
||
Sales
|
(7
|
)
|
|
(21
|
)
|
||
Unrealized gains
|
10
|
|
|
4
|
|
||
Realized gains and losses
|
—
|
|
|
—
|
|
||
Ending balance, February 28, 2015
|
$
|
162
|
|
|
$
|
144
|
|
Fiscal Year
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||
2016
|
$
|
139
|
|
|
$
|
6
|
|
2017
|
129
|
|
|
5
|
|
||
2018
|
137
|
|
|
5
|
|
||
2019
|
142
|
|
|
5
|
|
||
2020
|
153
|
|
|
6
|
|
||
Years 2021-2025
|
843
|
|
|
28
|
|
|
|
Post-Employment Benefits
|
||||||
|
|
2015
|
|
2014
|
||||
Accrued vacation, compensation and benefits
|
|
$
|
8
|
|
|
$
|
9
|
|
Other long-term liabilities
|
|
10
|
|
|
15
|
|
||
Total
|
|
$
|
18
|
|
|
$
|
24
|
|
a.
|
Assets contributed to the multiemployer plan by one employer are held in trust and may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If the Company chooses to stop participating in some multiemployer plans, or makes market exits or store closures or otherwise has participation in the plan drop below certain levels, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
EIN—Pension
Plan Number
|
|
Plan
Month/Day
End Date
|
|
Pension Protection Act Zone Status
|
|
FIP/RP Status
Pending/ Implemented
|
|
Contributions
|
|
Surcharges
Imposed
(1)
|
|
Amortization
Provisions
|
||||||||||||
Pension Fund
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2013
|
|
|||||||||||||||
Minneapolis Food Distributing Industry Pension Plan
|
416047047-001
|
|
12/31
|
|
Green
|
|
Green
|
|
Implemented
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
No
|
|
Yes
|
Central States, Southeast and Southwest Areas Pension Fund
|
366044243-001
|
|
12/31
|
|
Red
|
|
Red
|
|
Implemented
|
|
8
|
|
|
8
|
|
|
9
|
|
|
No
|
|
No
|
|||
Minneapolis Retail Meat Cutters and Food Handlers Pension Fund
|
410905139-001
|
|
2/28
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
7
|
|
|
8
|
|
|
8
|
|
|
No
|
|
No
|
|||
UFCW Unions and Participating Employers Pension Plan
|
526117495-002
|
|
12/31
|
|
Red
|
|
Red
|
|
Implemented
|
|
4
|
|
|
4
|
|
|
3
|
|
|
No
|
|
No
|
|||
Western Conference of Teamsters Pension Plan
|
916145047-001
|
|
12/31
|
|
Green
|
|
Green
|
|
No
|
|
4
|
|
|
3
|
|
|
2
|
|
|
No
|
|
Yes
|
|||
UFCW Union Local 655 Food Employers Joint Pension Plan
|
436058365-001
|
|
12/31
|
|
Green
|
|
Green
|
|
No
|
|
2
|
|
|
2
|
|
|
2
|
|
|
Yes
|
|
Yes
|
|||
UFCW Unions and Employers Pension Plan
|
396069053-001
|
|
10/31
|
|
Red
|
|
Red
|
|
Implemented
|
|
1
|
|
|
2
|
|
|
2
|
|
|
Yes
|
|
No
|
|||
All Other Multiemployer Pension Plans
(2)
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
|
|
|
|||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
39
|
|
|
$
|
39
|
|
|
$
|
38
|
|
|
|
|
|
(1)
|
PPA surcharges are
5 percent
or
10 percent
of eligible contributions and may not apply to all collective bargaining agreements or total contributions to each plan.
|
(2)
|
All Other Multiemployer Pension Plans includes
12
plans, none of which are individually significant when considering the Company's contributions to the plan, severity of the underfunded status or other factors.
|
|
|
|
Most Significant Collective Bargaining Agreement
|
|
|
||||||
Pension Fund
|
Range of Collective Bargaining Agreement Expiration Dates
|
|
Total Collective Bargaining Agreements
|
|
Expiration Date
|
|
% of Associates under Collective Bargaining Agreement
(1)
|
|
Over 5% Contribution 2014
|
||
Minneapolis Food Distributing Industry Pension Plan
|
6/01/2013 – 05/31/2015
|
|
1
|
|
|
5/31/2015
|
|
100.0
|
%
|
|
Yes
|
Central States, Southeast and Southwest Areas Pension Fund
|
6/01/2011 – 8/31/2017
|
|
10
|
|
|
5/31/2016
|
|
28.7
|
%
|
|
No
|
Minneapolis Retail Meat Cutters and Food Handlers Pension Fund
|
3/2/2014 – 3/5/2016
|
|
1
|
|
|
3/5/2016
|
|
100.0
|
%
|
|
Yes
|
UFCW Unions and Participating Employers Pension Plan
|
7/13/2014 – 7/8/2017
|
|
2
|
|
|
7/8/2017
|
|
68.9
|
%
|
|
Yes
|
Western Conference of Teamsters Pension Plan
|
4/17/2011 – 7/15/2017
|
|
8
|
|
|
7/15/2017
|
|
50.2
|
%
|
|
No
|
UFCW Union Local 655 Food Employers Joint Pension Plan
|
5/13/2013 – 5/8/2016
|
|
1
|
|
|
5/8/2016
|
|
100.0
|
%
|
|
Yes
|
UFCW Unions and Employers Pension Plan
|
4/6/2014 – 4/2/2016
|
|
1
|
|
|
4/2/2016
|
|
90.0
|
%
|
|
Yes
|
(1)
|
Company participating employees in the most significant collective bargaining agreement as a percent of all Company employees participating in the respective fund.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net earnings (loss) from continuing operations
|
$
|
127
|
|
|
$
|
13
|
|
|
$
|
(253
|
)
|
Less net earnings attributable to noncontrolling interests
|
(7
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Net earnings (loss) from continuing operations attributable to SUPERVALU INC.
|
120
|
|
|
6
|
|
|
(263
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
72
|
|
|
176
|
|
|
(1,203
|
)
|
|||
Net earnings (loss) attributable to SUPERVALU INC.
|
$
|
192
|
|
|
$
|
182
|
|
|
$
|
(1,466
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding—basic
|
260
|
|
|
255
|
|
|
212
|
|
|||
Dilutive impact of stock-based awards
|
4
|
|
|
3
|
|
|
—
|
|
|||
Weighted average number of shares outstanding—diluted
(1)
|
264
|
|
|
258
|
|
|
212
|
|
|||
|
|
|
|
|
|
||||||
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.46
|
|
|
$
|
0.02
|
|
|
$
|
(1.24
|
)
|
Discontinued operations
|
$
|
0.28
|
|
|
$
|
0.69
|
|
|
$
|
(5.67
|
)
|
Basic net earnings (loss) per share
|
$
|
0.74
|
|
|
$
|
0.71
|
|
|
$
|
(6.91
|
)
|
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
|
|
|
|
|
|
||||||
Continuing operations
(1)
|
$
|
0.45
|
|
|
$
|
0.02
|
|
|
$
|
(1.24
|
)
|
Discontinued operations
(1)
|
$
|
0.27
|
|
|
$
|
0.68
|
|
|
$
|
(5.67
|
)
|
Diluted net earnings (loss) per share
|
$
|
0.73
|
|
|
$
|
0.70
|
|
|
$
|
(6.91
|
)
|
(1)
|
Weighted average number of shares outstanding—diluted was equal to Weighted average number of shares outstanding—basic for the computation of diluted net loss per share amounts for fiscal
2013
.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Pension and postretirement benefit plan accumulated other comprehensive loss at beginning of the fiscal year, net of tax
|
$
|
(307
|
)
|
|
$
|
(612
|
)
|
|
$
|
(657
|
)
|
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $73, $(85) and $(18), respectively
|
(188
|
)
|
|
202
|
|
|
(20
|
)
|
|||
Pension settlement charge, net of tax expense of $(25), $0 and $0, respectively
|
39
|
|
|
—
|
|
|
—
|
|
|||
Amortization of amounts included in net periodic benefit cost, net of tax expense of $(21), $(38) and $(40), respectively
|
33
|
|
|
55
|
|
|
65
|
|
|||
Net current-period Other comprehensive income (loss), net of tax benefit (expense) of $27, $(123) and $(22), respectively
|
(116
|
)
|
|
257
|
|
|
45
|
|
|||
Divestiture of NAI pension plan accumulated other comprehensive loss, net of tax (expense) of $0, $(31) and $0
|
—
|
|
|
48
|
|
|
—
|
|
|||
Pension and postretirement benefit plan accumulated other comprehensive loss at the end of fiscal year, net of tax
|
$
|
(423
|
)
|
|
$
|
(307
|
)
|
|
$
|
(612
|
)
|
|
2015
|
|
2014
|
|
2013
|
|
Affected Line Item on Consolidated Statements of Operations
|
||||||
Pension and postretirement benefit plan obligations:
|
|
|
|
|
|
|
|
||||||
Amortization of amounts included in net periodic benefit expense
(1)
|
$
|
43
|
|
|
$
|
82
|
|
|
$
|
93
|
|
|
Selling and administrative expenses
|
Amortization of amounts included in net periodic benefit expense
(1)
|
11
|
|
|
11
|
|
|
12
|
|
|
Cost of sales
|
|||
Pension settlement charge
|
64
|
|
|
—
|
|
|
—
|
|
|
Selling and administrative expenses
|
|||
Total reclassifications
|
118
|
|
|
93
|
|
|
105
|
|
|
|
|||
Income tax benefit
|
(46
|
)
|
|
(38
|
)
|
|
(40
|
)
|
|
Income tax provision (benefit)
|
|||
Total reclassifications, net of tax
|
$
|
72
|
|
|
$
|
55
|
|
|
$
|
65
|
|
|
|
(1)
|
Amortization of amounts included in net periodic benefit cost include amortization of prior service benefit and amortization of net actuarial loss as reflected in
Note 11—Benefit Plans
.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Independent Business:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Nonperishable grocery products
(1)
|
$
|
5,939
|
|
|
33
|
%
|
|
$
|
6,000
|
|
|
35
|
%
|
|
$
|
6,140
|
|
|
36
|
%
|
Perishable grocery products
(2)
|
2,099
|
|
|
12
|
|
|
1,951
|
|
|
11
|
|
|
1,935
|
|
|
11
|
|
|||
Services to independent retail customers and other
|
96
|
|
|
1
|
|
|
85
|
|
|
1
|
|
|
91
|
|
|
1
|
|
|||
|
8,134
|
|
|
46
|
%
|
|
8,036
|
|
|
47
|
%
|
|
8,166
|
|
|
48
|
%
|
|||
Save-A-Lot:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Nonperishable grocery products
(1)
|
$
|
2,986
|
|
|
17
|
%
|
|
$
|
2,829
|
|
|
17
|
%
|
|
$
|
2,865
|
|
|
17
|
%
|
Perishable grocery products
(2)
|
1,627
|
|
|
9
|
|
|
1,399
|
|
|
8
|
|
|
1,330
|
|
|
8
|
|
|||
|
4,613
|
|
|
26
|
%
|
|
4,228
|
|
|
25
|
%
|
|
4,195
|
|
|
25
|
%
|
|||
Retail Food:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Nonperishable grocery products
(1)
|
$
|
2,677
|
|
|
15
|
%
|
|
$
|
2,600
|
|
|
15
|
%
|
|
$
|
2,689
|
|
|
16
|
%
|
Perishable grocery products
(2)
|
1,574
|
|
|
9
|
|
|
1,463
|
|
|
9
|
|
|
1,428
|
|
|
8
|
|
|||
Pharmacy products
|
510
|
|
|
3
|
|
|
491
|
|
|
3
|
|
|
512
|
|
|
3
|
|
|||
Fuel
|
83
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|||
Other
|
35
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|||
|
4,879
|
|
|
27
|
%
|
|
4,649
|
|
|
27
|
%
|
|
4,733
|
|
|
28
|
%
|
|||
Corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Transition services revenue
|
$
|
194
|
|
|
1
|
%
|
|
$
|
240
|
|
|
1
|
%
|
|
$
|
42
|
|
|
—
|
%
|
Net sales
|
$
|
17,820
|
|
|
100
|
%
|
|
$
|
17,153
|
|
|
100
|
%
|
|
$
|
17,136
|
|
|
100
|
%
|
(1)
|
Includes such items as dry goods, general merchandise, health and beauty care, beverages, dairy, frozen foods, and candy
|
(2)
|
Includes such items as meat, produce, deli and bakery
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
1,235
|
|
|
$
|
17,230
|
|
Income (loss) before income taxes from discontinued operations
|
6
|
|
|
121
|
|
|
(1,238
|
)
|
|||
Income tax benefit
|
(66
|
)
|
|
(55
|
)
|
|
(35
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
72
|
|
|
$
|
176
|
|
|
$
|
(1,203
|
)
|
|
2015
|
||||||||||||||||||
|
First
(16 weeks)
|
|
Second
(12 weeks)
|
|
Third
(12 weeks)
|
|
Fourth
(13 weeks)
|
|
Fiscal Year
(53 weeks)
|
||||||||||
Net sales
|
$
|
5,234
|
|
|
$
|
4,018
|
|
|
$
|
4,204
|
|
|
$
|
4,364
|
|
|
$
|
17,820
|
|
Gross profit
|
$
|
752
|
|
|
$
|
572
|
|
|
$
|
593
|
|
|
$
|
661
|
|
|
$
|
2,578
|
|
Net earnings from continuing operations
(1)
|
$
|
48
|
|
|
$
|
31
|
|
|
$
|
12
|
|
|
$
|
36
|
|
|
$
|
127
|
|
Net earnings attributable to SUPERVALU INC.
|
$
|
43
|
|
|
$
|
31
|
|
|
$
|
79
|
|
|
$
|
39
|
|
|
$
|
192
|
|
Net earnings per share from continuing operations attributable to SUPERVALU INC.—diluted
(1)
|
$
|
0.18
|
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
|
$
|
0.45
|
|
Net earnings per share attributable to SUPERVALU INC.—diluted
|
$
|
0.17
|
|
|
$
|
0.11
|
|
|
$
|
0.30
|
|
|
$
|
0.14
|
|
|
$
|
0.73
|
|
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average shares—diluted
|
262
|
|
|
264
|
|
|
265
|
|
|
266
|
|
|
264
|
|
|||||
|
2014
|
||||||||||||||||||
|
First
(16 weeks)
|
|
Second
(12 weeks)
|
|
Third
(12 weeks)
|
|
Fourth
(12 weeks)
|
|
Fiscal Year
(52 weeks)
|
||||||||||
Net sales
(2)
|
$
|
5,241
|
|
|
$
|
3,947
|
|
|
$
|
4,012
|
|
|
$
|
3,953
|
|
|
$
|
17,153
|
|
Gross profit
(2)
|
$
|
795
|
|
|
$
|
576
|
|
|
$
|
569
|
|
|
$
|
590
|
|
|
$
|
2,530
|
|
Net loss from continuing operations
(2)(4)
|
$
|
(102
|
)
|
|
$
|
40
|
|
|
$
|
33
|
|
|
$
|
42
|
|
|
$
|
13
|
|
Net earnings attributable to SUPERVALU INC.
|
$
|
85
|
|
|
$
|
40
|
|
|
$
|
31
|
|
|
$
|
26
|
|
|
$
|
182
|
|
Net (loss) earnings per share from continuing operations attributable to SUPERVALU INC.—diluted
(3)(4)
|
$
|
(0.43
|
)
|
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
$
|
0.15
|
|
|
$
|
0.02
|
|
Net earnings per share attributable to SUPERVALU INC.—diluted
|
$
|
0.34
|
|
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
$
|
0.10
|
|
|
$
|
0.70
|
|
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average shares—diluted
|
250
|
|
|
261
|
|
|
262
|
|
|
261
|
|
|
258
|
|
(1)
|
Results from continuing operations for the fiscal year ended February 28, 2015 include net charges and costs of $118 before tax ($70 after tax, or $0.27 per diluted share), comprised of pension settlement charges of $64 before tax ($36 after tax, or $0.14 per diluted share), a benefit plan charge of $5 before tax ($3 after tax, or $0.01 per diluted share), store closure charges of $3 before tax ($2 after tax, or $0.01 per diluted share), information technology intrusion costs, net of insurance recoverable, of $2 before tax ($1 after tax, or $0.01 per diluted share) and severance costs of $1 before tax ($1 after tax, or $0.00 per diluted share) included within Selling and administrative expenses, and debt refinancing costs of $37 before tax ($23 after tax, or $0.08 per diluted share) and unamortized financing cost charges of $6 before tax ($4 after tax, or $0.02 per diluted share) included within Interest expense, net.
|
(2)
|
In the first quarter of fiscal 2015, the Company revised the presentation of noncontrolling interests and equity in earnings of unconsolidated affiliates as reflected in the Consolidated Financial Statements. Prior period information has been revised to conform with the current year presentation. Refer to
Note 1—Summary of Significant Accounting Policies
for additional information.
|
(3)
|
As a result of the net loss for the first quarter during fiscal 2014, all potentially dilutive shares were antidilutive and therefore excluded from the calculation of Net loss per share from continuing operations—diluted for this quarter.
|
(4)
|
Results from continuing operations for the fiscal year ended February 22, 2014 include net costs and charges of
$235
before tax (
$144
after tax, or
$0.56
per diluted share), comprised of charges for the write-off of non-cash unamortized financing costs and original issue discount acceleration of
$99
before tax (
$60
after tax, or
$0.24
per diluted share) and debt refinancing costs of
$75
before tax (
$47
after tax, or
$0.18
per diluted share) recorded in Interest expense, net, severance costs and accelerated stock-based compensation charges of
$46
before tax (
$29
after tax, or
$0.11
per diluted share), non-cash asset impairment and other charges of
$16
before tax (
$11
after tax, or
$0.04
per diluted share), contract breakage and other costs of
$6
before tax (
$2
after tax, or
$0.01
per diluted share) and a legal settlement charge of
$5
before tax (
$3
after tax, or
$0.01
per diluted share) recorded in Selling and administrative expenses, and a multi-employer pension withdrawal charge of
$3
before tax (
$2
after tax, or
$0.01
per diluted share) recorded in Gross profit, offset in part
|
Description
|
Balance at Beginning of Fiscal Year
|
|
Additions
|
|
Deductions
|
|
Balance at End of Fiscal Year
|
||||||
Allowance for losses on accounts and notes receivable:
|
|
|
|
|
|
|
|
||||||
2015
|
$
|
19
|
|
|
6
|
|
|
(7
|
)
|
|
$
|
18
|
|
2014
|
16
|
|
|
16
|
|
|
(13
|
)
|
|
19
|
|
||
2013
|
13
|
|
|
11
|
|
|
(8
|
)
|
|
16
|
|
i.
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
ii.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
iii.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition and use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
(shares not in millions)
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
(1)
|
19,205,140
|
|
|
$
|
10.46
|
|
|
21,453,593
|
|
(2)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
19,205,140
|
|
|
$
|
10.46
|
|
|
21,453,593
|
|
(3)
|
(1)
|
Includes the Company’s 2007 Stock Plan and 2012 Stock Plan.
|
(2)
|
In addition to grants of options, warrants or rights, includes 20,533,754 shares available for issuance in the form of restricted stock, performance awards and other types of stock-based awards under the Company’s 2012 Stock Plan and 919,839 shares available for issuance under the Director’s Deferred Compensation Plan.
|
(3)
|
Includes 2007 Stock Plan option expirations, stock appreciation right expirations, restricted stock award forfeitures and restricted stock unit forfeitures totaling 1,076,934. The 2012 Plan states that shares subject to awards as of May 22, 2014 under the 2007 Stock Plan that cease to be subject to such awards are added back into the 2012 Plan for issuance.
|
(a)(1)
|
|
Financial Statements:
|
||||
|
|
|
||||
|
|
The Consolidated Financial Statements to the Company listed in the accompanying “Index of Financial Statements and Schedules” together with the reports of KPMG LLP, independent registered public accountants, are filed as part of this Annual Report on Form 10-K.
|
||||
|
|
|
||||
(2)
|
|
Financial Statement Schedules:
|
||||
|
|
|
||||
|
|
The consolidated financial statement schedule to the Company listed in the accompanying “Index of Financial Statements and Schedules.”
|
||||
|
|
|
||||
(3)
|
|
Exhibits:
|
||||
|
|
|
|
|
||
|
|
(2)
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
|
||
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
Stock Purchase Agreement, dated January 10, 2013, by and among SUPERVALU INC., AB Acquisition LLC and New Albertson’s, Inc., is incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2013 (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.)
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
Tender Offer Agreement, dated January 10, 2013, by and between SUPERVALU INC., Symphony Investors LLC and Cerberus Capital Management, L.P., is incorporated herein by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2013 (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.)
|
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
Asset Purchase Agreement, dated May 6, 2014, by and among RBF, LLC, Roundy’s Supermarkets, Inc., SUPERVALU INC., SUPERVALU Pharmacies, Inc. and SUPERVALU Gold, LLC., is incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on May 7, 2014 (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.)
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Articles of Incorporation and Bylaws:
|
||
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws, as amended, are incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 22, 2013.
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Instruments defining the rights of security holders, including indentures:
|
||
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Indenture dated as of July 1, 1987, between the Company and Bankers Trust Company, as Trustee, is incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 33-52422).
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
First Supplemental Indenture dated as of August 1, 1990, between the Company and Bankers Trust Company, as Trustee, to Indenture dated as of July 1, 1987, between the Company and Bankers Trust Company, as Trustee, is incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Registration No. 33-52422).
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Second Supplemental Indenture dated as of October 1, 1992, between the Company and Bankers Trust Company, as Trustee, to Indenture dated as of July 1, 1987, between the Company and Bankers Trust Company, as Trustee, is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 13, 1992.
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
Third Supplemental Indenture dated as of September 1, 1995, between the Company and Bankers Trust Company, as Trustee, to Indenture dated as of July 1, 1987, between the Company and Bankers Trust Company, as Trustee, is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 1995.
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
Fourth Supplemental Indenture dated as of August 4, 1999, between the Company and Bankers Trust Company, as Trustee, to Indenture dated as of July 1, 1987, between the Company and Bankers Trust Company, as Trustee, is incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended September 11, 1999.
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
Fifth Supplemental Indenture dated as of September 17, 1999, between the Company and Bankers Trust Company, as Trustee, to Indenture dated as of July 1, 1987, between the Company and Bankers Trust Company, as Trustee, is incorporated herein by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended September 11, 1999.
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
Officers’ Certificate and Authentication Order dated May 7, 2009 for the 8.000% Senior Notes due 2016 (which includes the form of Note) issued pursuant to the Indenture dated as of July 1, 1987, as amended and supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental Indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999, and the Fifth Supplemental Indenture dated as of September 17, 1999, each between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee, is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
|
Officers’ Certificate and Authentication Order dated May 21, 2013 for the 6.750% Senior Notes due 2021 (which includes the form of Note) issued pursuant to the Indenture dated as of July 1, 1987, as amended and supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental Indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999, and the Fifth Supplemental Indenture dated as of September 17, 1999, each between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee, is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2013).
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
Officers’ Certificate and Authentication Order dated November 14, 2014 for the 7.750% Senior Notes due 2022 (which includes the form of Note) issued pursuant to the Indenture dated as of July 1, 1987, as amended and supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental Indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999, and the Fifth Supplemental Indenture dated as of September 17, 1999, each between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee, is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2014.
|
|
|
|
|
|
|
|
|
|
|
|
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of certain long-term debt to the Company and its subsidiaries are not filed and, in lieu thereof, the Company agrees to furnish copies thereof to the SEC upon request.
|
||
|
|
|
|
|
||
|
|
(10)
|
|
Material Contracts:
|
||
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
SUPERVALU INC. Excess Benefit Plan Restatement, as amended, is incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended February 22, 2003.*
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Third Amendment of SUPERVALU INC. Excess Benefits Plan Restatement is incorporated herein by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended February 28, 2009.*
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
SUPERVALU INC. Executive Deferred Compensation Plan, as amended, is incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended February 22, 2003.*
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
SUPERVALU INC. Executive Deferred Compensation Plan II, as amended, is incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended February 22, 2003.*
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
Form of Agreement used in connection with the Company’s Executive Post Retirement Survivor Benefit Program is incorporated herein by reference to Exhibit (10)I. to the Company’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 12, 1998.*
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
SUPERVALU INC. Directors Retirement Program, as amended, is incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended February 22, 2003.*
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
SUPERVALU INC. Deferred Compensation Plan for Non-Employee Directors, as amended, is incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended February 22, 2003.*
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
SUPERVALU INC. Non-Employee Directors Deferred Stock Plan, as amended, is incorporated herein by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended February 22, 2003.*
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Amended and Restated SUPERVALU INC. Grantor Trust dated as of May 1, 2002 is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended June 15, 2002.*
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Annual discretionary CEO Bonus Pool is incorporated herein by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended February 25, 2006.*
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Albertson’s, Inc. Executive ASRE Makeup Plan, dated as of September 26, 1999, is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 20, 2010.*
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
First Amendment to the Albertson’s, Inc. Executive ASRE Makeup Plan, dated as of May 25, 2001, is incorporated herein by reference to Exhibit 10.14.1 to the Annual Report on Form 10-K of Albertson’s, Inc. (Commission File Number 1-6187) for the year ended January 30, 2003.*
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Second Amendment to the Albertson’s, Inc. Executive ASRE Makeup Plan, dated as of December 31, 2001, is incorporated herein by reference to Exhibit 10.14.2 to the Annual Report on Form 10-K of Albertson’s, Inc. (Commission File Number 1-6187) for the year ended January 30, 2003.*
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Fourth Amendment to the Albertson’s Inc. Executive ASRE Makeup Plan, dated as of April 28, 2006, is incorporated herein by reference to Exhibit 10.14.3 to the Quarterly Report on Form 10-Q of Albertson’s, Inc. (Commission File Number 1-6187) for the quarter ended May 4, 2006.*
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
SUPERVALU INC. 2007 Stock Plan, as amended, is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2007.*
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
SUPERVALU INC. 2007 Stock Plan Form of Stock Appreciation Rights Agreement is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2007.*
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
SUPERVALU INC. 2007 Stock Plan Form of Stock Option Agreement is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2007.*
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
SUPERVALU INC. 2007 Stock Plan Form of Restoration Stock Option Agreement is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2007.*
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
SUPERVALU INC. 2007 Stock Plan Form of Restricted Stock Award Agreement is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 8, 2007.*
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
SUPERVALU INC. 2007 Stock Plan Form of Restricted Stock Award Agreement is incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 14, 2008.*
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
SUPERVALU INC. 2007 Stock Plan Form of Restricted Stock Award Terms and Conditions is incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 14, 2008.*
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
Form of 2007 Stock Plan Stock Option Agreement and Stock Option Terms and Conditions for Officers is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2010.*
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
Form of 2007 Stock Plan Restricted Stock Award Agreement and Restricted Stock Award Terms and Conditions for Officers is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2010.*
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Form of 2007 Stock Plan Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Terms and Conditions for Officers, is incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2010.*
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
SUPERVALU INC. 2007 Stock Plan Fiscal 2013-2015 Multi-Year Performance Award Terms and Conditions is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2012.*
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
SUPERVALU Executive Deferred Compensation Plan (2008 Statement) is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 29, 2008.*
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
Form of Change of Control Severance Agreement, as amended, is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 20, 2009.*
|
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
Form of Change of Control Severance Agreement is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2013.*
|
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
Executive & Officer Severance Pay Plan is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 12, 2009.*
|
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
Amendment No. 1 to Executive and Officer Severance Pay Plan is incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on April 19, 2012.*
|
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
Second Amendment to the SUPERVALU INC. Executive and Officer Severance Pay Plan is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2013.*
|
|
|
|
|
|
|
|
|
|
|
|
10.32
|
|
Third Amendment to the SUPERVALU INC. Executive and Officer Severance Pay Plan is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2013.*
|
|
|
|
|
|
|
|
|
|
|
|
10.33
|
|
Summary of Non-Employee Director Compensation.*
|
|
|
|
|
|
|
|
|
|
|
|
10.34
|
|
SUPERVALU INC. 2012 Stock Plan (As Amended and Restated July 16, 2014), is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 21, 2014.*
|
|
|
|
|
|
|
|
|
|
|
|
10.35
|
|
SUPERVALU INC. 2012 Stock Plan Form of Stock Option Agreement is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.*
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10.36
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SUPERVALU INC. 2012 Stock Plan Form of Stock Option Terms and Conditions (For Employees) is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.*
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10.37
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SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.*
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10.38
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SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Award Terms and Conditions is incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.*
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10.39
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SUPERVALU INC. 2012 Stock Plan Form of Fiscal 2013-2015 Multi-Year Performance Award Terms and Conditions is incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.*
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10.40
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SUPERVALU INC. 2012 Stock Plan as amended May 6, 2013 is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2013.*
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10.41
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SUPERVALU INC. 2012 Stock Plan Form of Stock Option Agreement and Terms and Conditions (Employees) adopted May 6, 2013 is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2013.*
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10.42
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SUPERVALU INC. 2012 Stock Plan Form of Stock Option Agreement and Terms and Conditions (Directors) adopted May 6, 2013 is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2013.*
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10.43
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SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Award Agreement and Terms and Conditions adopted May 6, 2013 is incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2013.*
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10.44
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SUPERVALU INC. 2012 Stock Plan Form of Bonus Restricted Stock Award Agreement and Terms and Conditions adopted May 6, 2013 is incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2013.*
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10.45
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SUPERVALU INC. Directors’ Deferred Compensation Plan (2009 Statement), as amended, is incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2012.*
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10.46
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Amended and Restated SUPERVALU INC. Grantor Trust dated as of May 1, 2002 is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended June 15, 2002.*
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10.47
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Trust Agreement Amendment, dated January 9, 2013, by and between SUPERVALU INC. and Wells Fargo Bank Minnesota, N.A., is incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2013.*
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10.48
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Form of Retention Agreement, dated as of July 16, 2012, between SUPERVALU, INC. and certain key employees, is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 23, 2012.*
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10.49
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Amended and Restated Credit Agreement, dated March 21, 2013, among SUPERVALU INC., as Lead Borrower, the subsidiaries of the Company named as borrowers therein, the subsidiaries of the Company named as guarantors therein, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and LC Issuer, certain other lenders party thereto, as LC Issuers, and the lenders party thereto, U.S. Bank, National Association and Rabobank Nederland, New York Branch, as Co-Syndication Agents, Wells Fargo Bank, National Association, as collateral agent, Goldman Sachs Bank USA, Credit Suisse AG, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and Bank of America, N.A., as Co-Documentation Agents, BMO Harris Bank N.A., RBS Citizens Business Capital, a division of RBS Asset Finance, Inc., Regions Bank and Union Bank, N.A., as Senior Managing Agents, and Wells Fargo Bank, National Association, U.S. Bank, National Association, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Rabobank Nederland, New York Branch and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners, is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2013.**
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10.50
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Term Loan Credit Agreement, dated March 21, 2013, among SUPERVALU INC., as Borrower, the subsidiaries of the Company named as guarantors therein, the lenders parties thereto, Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC, as Joint Lead Bookrunners and Joint Lead Arrangers, Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding, Inc., as Syndication Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC, as Documentation Agents, is incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2013.**
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10.51
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Amendment Agreement, dated May 16, 2013, among SUPERVALU INC., as Borrower, the subsidiaries of the Company named as loan parties therein, Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and the lenders parties thereto, is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2013.**
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10.52
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Amendment Agreement, dated January 31, 2014, among SUPERVALU INC., as Borrower, the subsidiaries of the Company named as loan parties therein, Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and the lenders parties thereto is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2014.**
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10.53
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Amendment No. 1 to Amended and Restated Credit Agreement, dated April 17, 2014, among SUPERVALU INC., as Borrower, the subsidiaries of the Company named as loan parties therein, Wells Fargo, N.A., as Administrative Agent and Collateral Agent, and the lenders parties thereto, is incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2014.**
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10.54
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Amendment No. 2 to Amended and Restated Credit Agreement, dated September 30, 2014, among SUPERVALU INC., as Lead Borrower, the subsidiaries of the Company named as borrowers therein, the subsidiaries of the Company named as guarantors therein, Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent and the lenders parties thereto, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 1, 2014.
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10.55
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Transition Services Agreement, dated as of March 21, 2013, by and between SUPERVALU INC. and Albertson’s LLC, is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2013.**
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24.1.
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Power of Attorney.
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(31)
|
|
Rule 13a-14(a)/15d-14(a) Certifications.
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||
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31.1.
|
|
Chief Executive Officer Certification of Periodic Financial Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2.
|
|
Chief Financial Officer Certification of Periodic Financial Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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(32)
|
|
Section 1350 Certifications.
|
||
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32.1.
|
|
Chief Executive Officer Certification of Periodic Financial Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2.
|
|
Chief Financial Officer Certification of Periodic Financial Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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(101)
|
|
Interactive Data File.
|
||
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101.
|
|
The following materials from the SUPERVALU INC. Annual Report on Form 10-K for the fiscal year ended February 28, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Segment Financial Information (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Balance Sheets, (v) the Consolidated Statements of Stockholders’ (Deficit) Equity, (vi) the Consolidated Statements of Cash Flows and (vii) the Notes to Consolidated Financial Statements.
|
*
|
Indicates management contracts, compensatory plans or arrangements required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
|
**
|
Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, confidential portions of this exhibit have been deleted and filed separately with the SEC pursuant to a request for confidential treatment.
|
|
SUPERVALU INC.
|
|
|
|
(Registrant)
|
|
|
Dated: April 28, 2015
|
By:
|
/s/ SAM DUNCAN
|
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|
|
Sam Duncan
|
|
|
|
Chief Executive Officer and President
|
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Signature
|
|
Title
|
|
Date
|
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|
|
|
/s/ SAM DUNCAN
|
|
Chief Executive Officer, President and Director (principal executive officer)
|
|
April 28, 2015
|
Sam Duncan
|
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|
||
/
S
/ BRUCE H. BESANKO
|
|
Executive Vice President, Chief Financial Officer (principal financial officer)
|
|
April 28, 2015
|
Bruce H. Besanko
|
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|
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|
|
/
S
/ SUSAN S. GRAFTON
|
|
Senior Vice President, Finance, and Chief Accounting Officer (principal accounting
officer)
|
|
April 28, 2015
|
Susan S. Grafton
|
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/
S
/ DONALD R. CHAPPEL*
|
|
Director
|
|
|
Donald R. Chappel
|
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/
S
/ IRWIN S. COHEN*
|
|
Director
|
|
|
Irwin S. Cohen
|
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/
S
/ PHILIP L. FRANCIS*
|
|
Director
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|
Philip L. Francis
|
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|
/
S
/ ERIC G. JOHNSON*
|
|
Director
|
|
|
Eric G. Johnson
|
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/
S
/ MATHEW M. PENDO*
|
|
Director
|
|
|
Mathew M. Pendo
|
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/
S
/ MATTHEW E. RUBEL*
|
|
Director
|
|
|
Matthew E. Rubel
|
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|
/
S
/ WAYNE C. SALES*
|
|
Director
|
|
|
Wayne C. Sales
|
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|
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|
|
/
S
/ FRANK A. SAVAGE*
|
|
Director
|
|
|
Frank A. Savage
|
|
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|
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|
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|
|
/
S
/ JOHN T. STANDLEY*
|
|
Director
|
|
|
John T. Standley
|
|
|
|
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|
/
S
/ GERALD L. STORCH*
|
|
Director and Non-Executive Chairman
|
|
|
Gerald L. Storch
|
|
|
|
|
*
|
Executed this 28
th
day of April 2015, on behalf of the indicated Directors by Karla C. Robertson, duly appointed Attorney-in-Fact.
|
By:
|
|
/s/ Karla C. Robertson
|
|
|
Karla C. Robertson
|
|
|
Attorney-in-Fact
|
Cash retainer
|
|
$85,000
|
Lead Director retainer, if any
|
|
$25,000
|
Non-Executive Chairman retainer
|
|
$150,000
|
Corporate Governance and Nominating Committee fee
|
|
$10,000
|
Audit Committee and Leadership Development and Compensation Committee fee
|
|
$15,000 per committee
|
Corporate Governance and Nominating Committee Chair fee
|
|
$20,000
|
Audit Committee Chair and Leadership Development and Compensation Committee Chair fee
|
|
$25,000 per committee
|
Deferred Stock Payment
|
|
$115,000
|
SUPERVALU INC.
|
|
RECIPIENT:
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Michele A. Murphy
|
|
FIRST_NAME_
MIDDLE_NAME_LAST_NAME
|
|
Executive Vice President
|
|
EMPLOYEE_IDENTIFIER
|
|
Human Resources & Corporate Communications
|
|
|
a)
|
You acknowledge that you will consult with your personal tax advisor regarding the income tax consequences of the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units and the receipt of cash in settlement of the Restricted Stock Units and any other matters related to the Terms and Conditions and the attached Agreement. In order to comply with all applicable federal or state income, social security, payroll, withholding or other tax laws or regulations, the Company may take such action, and may require you to take such action, as it deems appropriate to ensure that all applicable federal or state income, social security, payroll, withholding or other taxes, which are your sole and absolute responsibility, are withheld or collected from you.
|
b)
|
You acknowledge that you are responsible for the payment of any federal, state, local or other taxes that are required to be withheld by the Company upon vesting or settlement of the Restricted Stock Units, and authorize the Company to withhold from any cash payment pursuant to this Agreement or from other compensation owed to you an amount or amounts sufficient to pay such taxes. In order to satisfy any applicable federal, state, local or other taxes that are required to be withheld in connection with the settlement of Restricted Stock Units, the Company shall withhold a portion of the cash otherwise to be paid upon settlement of the Restricted Stock Units equal to the amount of federal and state income tax required to be withheld upon such vesting.
|
a)
|
If, within two (2) years after a Change of Control, you experience an involuntary termination of employment initiated by the Company for reasons other than Cause, or a termination of employment for Good Reason, the unvested portion of the Restricted Stock Units shall immediately vest. If the Restricted Stock Units are replaced pursuant to subsection (d) below, the protections and rights granted under this subsection (a) shall transfer and apply to such replacement grant.
|
b)
|
If, in the event of a Change of Control, and to the extent the Restricted Stock Units are not assumed by a successor corporation (or affiliate thereto) or other successor entity or person, or replaced with an award or grant that, solely in the discretionary judgment of the Committee preserves the existing value of the Restricted Stock Units at the time of
|
c)
|
In the discretion of the Committee and notwithstanding subsections (a) or (b) above or any other provision, the Committee may fully vest the Restricted Stock Units at the time of a Change of Control and deliver in exchange therefor cash, property or a combination thereof that is determined by the Committee to be at least equal to the value of the consideration that would be received in such Change of Control by the holders of Common Stock. The Committee is under no obligation to treat Recipients of Restricted Stock Units uniformly and has the discretionary authority to treat Recipients disparately.
|
d)
|
In the event of a Change of Control and to the extent that the Restricted Stock Units are assumed by any successor corporation, affiliate thereof, person or other entity, or are replaced with awards that, solely in the discretionary judgment of the Committee, preserve the existing value of the Restricted Stock Units at the time of the Change of Control and provide for vesting terms that are at least as favorable to you as the vesting terms applicable to the Restricted Stock Units, then the assumed Restricted Stock Units or such substitute therefore shall remain outstanding and be governed by its respective terms.
|
e)
|
Notwithstanding anything in this Section 4 to the contrary, if your right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” subject to Code Section 409A, and if the application of the other provisions of this Section 4 would cause a violation of such Code section, then the unvested portion of your Restricted Stock Units shall immediately vest at the time of the Change of Control and payment in settlement of such Restricted Stock Units shall occur after such vesting no later than sixty (60) calendar days after the earliest of: (i) such vesting date if the Change of Control also constitutes a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A, (ii) your “separation from service” with the Company within the meaning of Code Section 409A, or (iii) the applicable vesting date or dates set forth in the attached Agreement.
|
f)
|
If the Restricted Stock Units become payable as a result of clause (ii) of subsection 4(e) and if you are a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the Company’s policy for identifying specified employees) on the date of your separation from service, then the payment in settlement of the Restricted Stock Units shall be made to you no later than sixty (60) calendar days after the first business day that is six months after the date of your separation from service (or if your death occurs during such six month period, within sixty (60) calendar days after your death).
|
a)
|
Death
. If your death occurs while you are employed by the Company or an Affiliate, the unvested portion of the Restricted Stock Units shall immediately vest in full.
|
b)
|
Disability
. If your employment terminates as a result of a permanent disability, the unvested portion of the Restricted Stock Units shall immediately vest in full. You shall be considered permanently disabled for these purposes if you suffer from a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, your eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company. Notwithstanding anything in this Section 6(b) to the contrary, if your right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” subject to Code Section 409A, your Restricted Stock Units shall immediately vest in full upon your disability. Solely for purposes of the preceding sentence, “disability” shall have the meaning set forth in Treasury Regulation 1.409A-3(i)(4).
|
c)
|
Change in Duties/Leave of Absence
. The Restricted Stock Units shall not be affected by any change of your duties or position or by a temporary leave of absence approved by the Company so long as you continue to be an employee of the Company or of an Affiliate. The foregoing provisions shall not apply, however, if your right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” subject to Code Section 409A and your change in duties or position or temporary leave of absence would be considered a “separation from service” within the meaning of Code Section 409A. In such circumstances, you will be deemed to have ceased employment with the Company and its Affiliates and the other provisions of these Terms and Conditions and the provisions of the Agreement shall control.
|
d)
|
Cause Terminations
. Notwithstanding anything in the Agreement or the Terms and Conditions to the contrary, all Restricted Stock Units shall be terminated and forfeited immediately upon your termination of employment for Cause.
|
e)
|
Other Exceptions
. The Committee may determine to accelerate the vesting of the Restricted Stock Units if you cease to be an employee of the Company and its Affiliates prior to the vesting of the Restricted Stock Units pursuant to the Agreement and Sections 1, 4 or 6 hereof for any reason; provided, however, that if your right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” subject to Code Section 409A, no such acceleration will be permitted if the result of such acceleration would cause a violation of Code Section 409A, and in such case the other provisions of these Terms and Conditions and the provisions of the Agreement shall control.
|
a)
|
Non-Disclosure of Confidential Information
. You acknowledge that you will receive access or have received access to Confidential Information about the Company or its Affiliates, that this information was obtained or developed by the Company or its Affiliates at great expense and is zealously guarded by the Company and its Affiliates from unauthorized disclosure, and that your possession of this special knowledge is due solely to your employment with the Company or one (1) or more of its Affiliates. In recognition of the foregoing, you will not at any time during employment or following termination of employment for any reason, disclose, use or otherwise make available to any third party, any Confidential Information relating to the Company’s or any Affiliate’s business, products, services, customers, vendors, or suppliers; trade secrets, data, specifications, developments, inventions and research activity; marketing and sales strategies, information and techniques; long and short term plans; existing and prospective client, vendor, supplier and employee lists, contacts and information; financial, personnel and information system information and applications; and any other information concerning the business of the Company or its Affiliates which is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of your duties or with the express written consent of the Company. All Confidential Information, including all copies, notes regarding and replications of such Confidential Information will remain the sole property of the Company or its Affiliate, as applicable, and must be returned to the Company or such Affiliate immediately upon termination of your employment.
|
b)
|
Return of Property
. Upon termination of employment with the Company or any of its Affiliates, or at any other time at the request of the Company, you shall deliver to a designated Company representative all records, documents, hardware, software and all other property of the Company or its Affiliates and all copies of such property in your possession. You acknowledge and agree that all such materials are the sole property of the Company or its Affiliates and that you will certify in writing to the Company at the time of delivery, whether upon termination or otherwise, that you have complied with this obligation.
|
c)
|
Non-Solicitation of Existing or Prospective Customers, Vendors and Suppliers
. You specifically acknowledge that the Confidential Information described in Section 8(a) includes confidential data pertaining to existing and prospective customers, vendors and suppliers of the Company or its Affiliates; that such data is a valuable and unique asset of the business of the Company or its Affiliates; and that the success or failure of their businesses depends upon their ability to establish and maintain close and continuing personal contacts and working relationships with such existing and prospective customers, vendors and suppliers and to develop proposals which are specific to such existing and prospective customers, vendors and suppliers. Therefore, during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you agree that you will not, except on behalf of the Company or its Affiliates, or with the Company’s express written consent, solicit, approach, contact or attempt to solicit, approach or contact, either directly or indirectly, on your own behalf or on behalf of any other person or entity, any existing or prospective customers, vendors or suppliers of the Company or its Affiliates with whom you had contact or about whom you gained Confidential Information during your employment with the Company or its Affiliates for the purpose of obtaining business or engaging in any commercial relationship that would be competitive with the “Business of the Company” (as defined below in Section 8(e)(i)) or cause such customer, supplier or vendor to materially change or terminate its business or commercial relationship with the Company or its Affiliates.
|
d)
|
Non-Solicitation of Employees
. You specifically acknowledge that the Confidential Information described in Section 8(a) also includes confidential data pertaining to employees and agents of the Company or its Affiliates, and you further agree that during your employment with the Company or its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, contact, approach, encourage, induce or attempt to solicit, contact, approach, encourage or induce any of the employees or agents of the Company or its Affiliates to terminate their employment or agency with the Company or any of its Affiliates.
|
e)
|
Non-Competition
. You covenant and agree that during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, in any geographic market in which you worked on behalf of the Company or any of its Affiliates, or for which you had any sales, marketing, operational, logistical or other management or oversight responsibility, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant, partner or in any other capacity, a business competitive with the Business of the Company.
|
i)
|
The “Business of the Company” shall mean any business or activity involved in grocery or general merchandise retailing and supply chain logistics, including but not limited to grocery distribution, business-to-business portal, retail support services and third-party logistics, of the type provided by the Company or its Affiliates, or presented in concept to you by the Company or its Affiliates at any time during your employment with the Company or any of its Affiliates.
|
ii)
|
To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to one percent (1%) of the outstanding shares of a publicly-traded company) or to consult, work in, direct or have responsibility for any area of such business, including but not limited to operations, logistics, sales, marketing, finance, recruiting, sourcing, purchasing, information technology or customer service.
|
f)
|
No Disparaging Statements
. You agree that you will not make any disparaging statements about the Company, its Affiliates, directors, officers, agents, employees, products, pricing policies or services.
|
g)
|
Remedies for Breach of These Covenants
. Any breach of the covenants in this Section 8 likely will cause irreparable harm to the Company or its Affiliates for which money damages could not reasonably or adequately compensate the Company or its Affiliates. Accordingly, the Company or any of its Affiliates shall be entitled to all forms of injunctive relief (whether temporary, emergency, preliminary, prospective or permanent) to enforce such covenants, in addition to damages and other available remedies, and you consent to the issuance of such an injunction without the necessity of the Company or any such Affiliate posting a bond or, if a court requires a bond to be posted, with a bond of no greater than $500 in principal amount. In the event that injunctive relief or damages are awarded to the Company or any of its Affiliates for any breach by you of this Section 8, you further agree that the Company or such Affiliate shall be entitled to recover its costs and attorneys’ fees necessary to obtain such recovery. In addition, you agree that upon your breach of any covenant in this Section 8, the Restricted Stock Units issued under the Plan or any other restricted stock unit plans of the Company will immediately terminate and the Company shall have the right to exercise any and all of the rights described above including the provisions articulated in Section 7.
|
h)
|
Enforceability of These Covenants
. It is further agreed and understood by you and the Company that if any part, term or provision of these Terms and Conditions should be held to be unenforceable, invalid or illegal under any applicable law or rule, the offending term or provision shall be applied to the fullest extent enforceable, valid or lawful under such law or rule, or, if that is not possible, the offending term or provision shall be struck and the remaining provisions of these Terms and Conditions shall not be affected or impaired in any way.
|
a)
|
Notice of Termination by Company
. Any purported termination of employment of you by the Company (whether for Cause or without Cause) shall be communicated by a Notice of Termination to you. No purported termination of employment of you by the Company shall be effective without a Notice of Termination having been given.
|
b)
|
Good Reason Notice by You
. Any purported termination of employment by you for Good Reason shall be communicated by a Notice of Termination to the Company or successor. Your termination of employment will not be for Good Reason unless (i) you give the Company written notice of the event or circumstance which you claim is the basis for Good Reason within ninety (90) days of such event or circumstance first occurring, and (ii) the Company is given thirty (30) days from its receipt of such notice within which to cure or resolve the event or circumstance so noticed. If the circumstance is cured or resolved within said thirty (30) days, your termination of employment will not be for Good Reason.
|
a)
|
Cause
shall mean:
|
i)
|
your continued failure to perform your duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board or an officer of the Company which specifically identifies the manner in which the Board or the officer believes that you have not substantially performed your duties;
|
ii)
|
the conviction of, or plea of guilty or nolo contendere to, a felony or the willful engaging by you in conduct which is materially and demonstrably injurious to the Company;
|
iii)
|
your commission of a material act or material acts of personal dishonesty intended to result in your substantial personal enrichment at the expense of the Company; or
|
iv)
|
your material violation of Company policies relating to Code of Business Conduct, Equal Employment Opportunities and Harassment or Workplace Violence;
|
b)
|
Change of Control
shall be deemed to have occurred upon any of the following events:
|
i)
|
the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the then outstanding shares of common stock of the Company, or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
|
ii)
|
the consummation of any merger or other business combination of the Company, sale or lease of all or substantially all of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least sixty percent (60%) of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets, or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or
|
iii)
|
within any 24‑month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three‑fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest).
|
c)
|
Change of Control Date
shall mean the date on which a Change of Control occurs.
|
d)
|
Good Reason
shall mean any one (1) or more of the following events occurring during the two-year period following the Change of Control Date:
|
i)
|
your annual base salary is reduced below the amount in effect on the Change of Control Date;
|
ii)
|
your Target Bonus is reduced below the Target Bonus as it existed on the Change of Control Date;
|
iii)
|
your title is reduced from the title that you had on the Change of Control Date, or your duties and responsibilities are materially and adversely diminished in comparison to the duties and responsibilities that you had on the Change of Control Date other than in a general reduction of the number or scope of personnel for which you are responsible for supervising which reduction occurs in connection with a restructuring or recapitalization of the Company or the division of the Company in which you work;
|
iv)
|
the program of long term incentive compensation is materially and adversely diminished in comparison to the program of long term incentive compensation as it existed for you on the Change of Control Date (for purposes of this clause (iv), a reduction of fifteen percent (15%) or more of the target dollar amount of your long term incentive compensation as it existed for you on the Change of Control Date based on your most recent award of long term incentive compensation prior to the Change of Control Date shall be considered to be material and adverse); or
|
v)
|
you are required to be based at a location more than forty-five (45) miles from the location where you were based and performed services on the Change of Control Date;
|
e)
|
Notice of Termination
shall mean a written notice which shall indicate the specific provision in these Terms and Conditions relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for your termination of employment under the provisions so indicated.
|
f)
|
Target Bonus
shall mean the target amount of bonus established under the annual bonus plan for you for the year in which the termination of employment occurs. When the context requires, it shall also mean the target amount of bonus established for any earlier or later year.
|
|
February 28, 2015
(53 weeks) |
|
February 22, 2014
(52 weeks) |
|
February 23, 2013
(1)
(52 weeks)
|
|
February 25, 2012
(2)
(52 weeks)
|
|
February 26, 2011
(3)
(52 weeks) |
|
February 27, 2010
(52 weeks)
|
||||||||||||
Net earnings (loss) from continuing operations
|
$
|
185
|
|
|
$
|
18
|
|
|
$
|
(416
|
)
|
|
$
|
(138
|
)
|
|
$
|
(253
|
)
|
|
$
|
72
|
|
Less net earnings attributable to noncontrolling interests
|
(7
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|
(13
|
)
|
|
(7
|
)
|
|
(6
|
)
|
||||||
Net overdistributed earnings of less than fifty percent owned affiliates
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fixed charges
|
281
|
|
|
444
|
|
|
313
|
|
|
295
|
|
|
279
|
|
|
271
|
|
||||||
Amortized capitalized interest
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|
(4
|
)
|
||||||
Earnings (loss) available to cover fixed charges
|
$
|
458
|
|
|
$
|
455
|
|
|
$
|
(116
|
)
|
|
$
|
138
|
|
|
$
|
11
|
|
|
$
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
244
|
|
|
407
|
|
|
272
|
|
|
251
|
|
|
235
|
|
|
229
|
|
||||||
Capitalized interest
|
1
|
|
|
1
|
|
|
4
|
|
|
6
|
|
|
8
|
|
|
4
|
|
||||||
Interest on operating leases
|
36
|
|
|
36
|
|
|
37
|
|
|
38
|
|
|
36
|
|
|
38
|
|
||||||
Total fixed charges
|
$
|
281
|
|
|
$
|
444
|
|
|
$
|
313
|
|
|
$
|
295
|
|
|
$
|
279
|
|
|
$
|
271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Excess (deficiency) of earnings to fixed charges
|
$
|
177
|
|
|
$
|
11
|
|
|
$
|
(429
|
)
|
|
$
|
(157
|
)
|
|
$
|
(268
|
)
|
|
$
|
62
|
|
Ratio of earnings to fixed charges
|
1.63
|
|
|
1.02
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
1.23
|
|
(1)
|
The Company’s earnings available to cover fixed charges were insufficient to cover fixed charges for fiscal 2013 due to $227 of non-cash asset impairment and other charges before tax, administrative expenses related to divested NAI operations, $36 of severance costs before tax, $22 of store closure charges and costs before tax, $22 of non-cash unamortized financing costs before tax and $6 of non-cash intangible asset impairment charges before tax, offset in part by $10 in a cash settlement received from credit card companies before tax.
|
(2)
|
The Company’s earnings available to cover fixed charges were insufficient to cover fixed charges for fiscal 2012 due to administrative expenses related to divested NAI operations, $92 of non-cash goodwill impairment charges before tax and severance costs of $15 before tax.
|
(3)
|
The Company’s earnings available to cover fixed charges were insufficient to cover fixed charges for fiscal 2011 due to administrative expenses related to divested NAI operations, $110 of non-cash goodwill impairment charges before tax, $49 of store closure charges and retail market exit charges and costs before tax and $38 of charges for severance, labor buyout and other costs before tax.
|
SUPERVALU INC.
|
|
JURISDICTION OF ORGANIZATION
|
Advantage Logistics-PA LLC
|
|
Pennsylvania
|
Advantage Logistics-Southeast, Inc.
|
|
Alabama
|
Advantage Logistics Southwest, Inc.
|
|
Arizona
|
Advantage Logistics USA East L.L.C.
|
|
Delaware
|
Advantage Logistics USA West L.L.C.
|
|
Delaware
|
Advantage Logistics USA, Inc.
|
|
Delaware
|
Arden Hills 2003 L.L.C.
|
|
Delaware
|
Blaine North 1996 L.L.C.
|
|
Delaware
|
Burnsville 1998 L.L.C.
|
|
Delaware
|
Butson Enterprises of Vermont, Inc.
|
|
Vermont
|
Butson's Enterprises of Massachusetts, Inc.
|
|
Massachusetts
|
Butson's Enterprises, Inc.
|
|
New Hampshire
|
Cambridge 2006 L.L.C.
|
|
Delaware
|
Champlin 2005 L.L.C.
|
|
Delaware
|
Coon Rapids 2002 L.L.C.
|
|
Delaware
|
Discount Books East, Inc.
|
|
Delaware
|
Eagan 2008 L.L.C.
|
|
Delaware
|
Eagan 2014 L.L.C.
|
|
Delaware
|
Eastern Beverages, Inc.
|
|
Maryland
|
Eastern Region Management Corporation
|
|
Virginia
|
FF Acquisition, L.L.C.
|
|
Virginia
|
Foodarama LLC
|
|
Delaware
|
Forest Lake 2000 L.L.C.
|
|
Delaware
|
Fridley 1998 L.L.C.
|
|
Delaware
|
G.W.M. Holdings, Inc.
|
|
Virginia
|
Hastings 2002 L.L.C.
|
|
Delaware
|
Hornbacher's, Inc.
|
|
Delaware
|
Inver Grove Heights 2001 L.L.C.
|
|
Delaware
|
Keatherly, Inc.
|
|
New Hampshire
|
Keltsch Bros., Inc.
|
|
Indiana
|
Lakeville 2014 L.L.C.
|
|
Delaware
|
Livonia Holding Company, Inc.
|
|
Michigan
|
Lot 18 Redevelopment Corporation
|
|
Missouri
|
Maplewood East 1996 L.L.C.
|
|
Delaware
|
Market Company, Ltd.
|
|
Bermuda
|
Monticello 1998 L.L.C.
|
|
Delaware
|
Moran Foods, LLC d/b/a Save-A-Lot, Ltd.
|
|
Missouri
|
NAFTA Industries Consolidated, Inc.
|
|
Texas
|
NAFTA Industries, Ltd.
|
|
Texas
|
NC & T Supermarkets, Inc.
|
|
Ohio
|
Nevada Bond Investment Corp. I
|
|
Nevada
|
Northfield 2002 L.L.C.
|
|
Delaware
|
Peoples Market, Incorporated
|
|
New Hampshire
|
Planmark Architecture of Oregon, P.C.
|
|
Oregon
|
Planmark, Inc.
|
|
Minnesota
|
Plymouth 1998 L.L.C.
|
|
Delaware
|
R&M Kenosha LLC
|
|
Delaware
|
Risk Planners, Inc.
|
|
Minnesota
|
SAL Beverage Company of Texas, Inc.
|
|
Texas
|
SAL Food Stores of Texas, Inc.
|
|
Delaware
|
SAL Food Stores, Inc.
|
|
Delaware
|
Savage 2002 L.L.C.
|
|
Delaware
|
Save-A-Lot Food Stores, Ltd.
|
|
Bermuda
|
Save-A-Lot Holdings, Inc.
|
|
Delaware
|
Save-A-Lot Tyler Group, LLC
|
|
Missouri
|
Scott's Food Stores, Inc.
|
|
Indiana
|
SFW Holding Corp.
|
|
Delaware
|
Shop 'N Save St. Louis, Inc.
|
|
Missouri
|
Shop 'N Save Warehouse Foods, Inc.
|
|
Missouri
|
Shoppers Food Warehouse Corp.
|
|
Ohio
|
Shorewood 2001 L.L.C.
|
|
Delaware
|
Silver Lake 1996 L.L.C.
|
|
Delaware
|
Stevens Point Distribution Company, LLC
|
|
Delaware
|
Sunflower Markets, LLC
|
|
Delaware
|
Super Rite Foods, Inc.
|
|
Delaware
|
Supermarket Operators of America Inc.
|
|
Delaware
|
SUPERVALU Enterprise Services, Inc.
|
|
Minnesota
|
SUPERVALU Holdings, Inc.
|
|
Missouri
|
SUPERVALU Holdings-PA LLC
|
|
Pennsylvania
|
SUPERVALU Gold, LLC
|
|
Delaware
|
SUPERVALU Independent Business, Inc
|
|
Delaware
|
SUPERVALU India, Inc.
|
|
Minnesota
|
SUPERVALU Management Corp.
|
|
Delaware
|
SUPERVALU Pharmacies, Inc.
|
|
Minnesota
|
SUPERVALU Receivables Funding Corporation
|
|
Delaware
|
SUPERVALU Services USA, Inc.
|
|
Minnesota
|
SUPERVALU Terre Haute Limited Partnership
|
|
Indiana
|
SUPERVALU Transportation, Inc.
|
|
Minnesota
|
SUPERVALU TTSJ, INC.
|
|
Delaware
|
SUPERVALU WA, L.L.C.
|
|
Delaware
|
SV Markets, Inc.
|
|
Ohio
|
SVH Holding, Inc.
|
|
Delaware
|
SVH Realty, Inc.
|
|
Delaware
|
TC Michigan LLC
|
|
Michigan
|
TTSJ Aviation, Inc.
|
|
Delaware
|
Ultra Foods, Inc.
|
|
New Jersey
|
Valu Ventures 2, Inc.
|
|
Indiana
|
W. Newell & Co., LLC
|
|
Delaware
|
WC&V Supermarkets, Inc.
|
|
Vermont
|
Wetterau Finance Co.
|
|
Missouri
|
Wetterau Insurance Co. Ltd.
|
|
Bermuda
|
WSI Satellite, Inc.
|
|
Missouri
|
|
|
|
Signature
|
|
|
|
|
|
/s/ Donald R. Chappel
|
|
/s/ Matthew E. Rubel
|
Donald R. Chappel
|
|
Matthew E. Rubel
|
|
|
|
/s/ Irwin S. Cohen
|
|
/s/ Wayne C. Sales
|
Irwin S. Cohen
|
|
Wayne C. Sales
|
|
|
|
/s/ Philip L. Francis
|
|
/s/ Frank A. Savage
|
Philip L. Francis
|
|
Frank A. Savage
|
|
|
|
/s/ Eric G. Johnson
|
|
/s/ John T. Standley
|
Eric G. Johnson
|
|
John T. Standley
|
|
|
|
/s/ Mathew M. Pendo
|
|
/s/ Gerald L. Storch
|
Mathew M. Pendo
|
|
Gerald L. Storch
|
Date: April 28, 2015
|
|
/s/ Sam Duncan
|
|
|
Sam Duncan
|
|
|
Chief Executive Officer and President
|
Date: April 28, 2015
|
|
/s/ Bruce H. Besanko
|
|
|
Bruce H. Besanko
|
|
|
Executive Vice President, Chief Financial Officer
|
Dated: April 28, 2015
|
|
/s/ Sam Duncan
|
|
|
Sam Duncan
|
|
|
Chief Executive Officer and President
|
Dated: April 28, 2015
|
|
/s/ Bruce H. Besanko
|
|
|
Bruce H. Besanko
|
|
|
Executive Vice President, Chief Financial Officer
|