Delaware
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47-4376911
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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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250 Parkcenter Blvd.
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Boise, Idaho
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83706
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(Address of principal
executive offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging Growth Company
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o
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•
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our ability to complete the merger with Rite Aid on a timely basis, or at all;
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the occurrence of any change, effect, event, occurrence, development, matter, state of facts, series of events or circumstances that could give rise to the termination of the merger agreement;
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access to significant debt financing for the proposed merger on a timely basis and on reasonable terms;
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uncertainties related to the timing and likelihood of the completion of the merger, including the risk that the transaction may not close due to one or more closing conditions to the merger not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals;
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risks relating to the integration of our and Rite Aid's operations, products and employees into the combined company and the possibility that the anticipated cost synergies, growth opportunities and other benefits of the proposed merger (including the components, amounts and/or percentages thereof) will not be realized in whole or in part, within the expected timeframe, or at all, or that the costs related to such activities will not be greater than anticipated;
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the outcome of any legal proceedings instituted against Rite Aid, us and/or others relating to the merger;
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diversion of the attention of Rite Aid’s and our respective management from ongoing business concerns;
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the amount of any costs, fees, expenses, impairments and charges related to the merger;
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the competitive nature of the industry in which we and Rite Aid conduct our respective businesses; and
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general business and economic conditions, including the rate of inflation or deflation, consumer spending levels, population, employment and job growth and/or losses in our and Rite Aid’s markets.
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•
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for each share of Rite Aid common stock with respect to which an election to receive cash has been effectively made and not revoked or redeemed, and for each share of Rite Aid common stock with respect to which a Rite Aid stockholder has not made an election to receive cash or stock, an amount in cash equal to $0.1832 per share, without interest (the “additional cash consideration” and, together with the base consideration, the “cash election consideration”); provided, that to the extent the aggregate additional cash consideration to be paid to any holder of shares of Rite Aid common stock for all such holder's shares of Rite Aid common stock held in a single account would result in such stockholder being entitled to a fraction of a cent in cash with respect to the shares of Rite Aid common stock held in such account, such aggregate amount will be rounded down to the nearest whole cent; or
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•
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for each share of Rite Aid common stock with respect to which an election to receive additional ACI common stock has been effectively made and not revoked, 0.0079 (the “additional stock election exchange ratio” and, together with the base exchange ratio, the “stock election exchange ratio”), of a fully paid and nonassessable share of ACI common stock, without interest (the “additional stock consideration” and, together with the base consideration, the “stock election consideration”).
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failure to consummate the Merger or a potential future acquisition;
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transaction litigation;
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a failure of our due diligence process to identify significant risks or issues;
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the loss of customers of the acquired company or our company;
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negative impact on the brands or banners of the acquired company or our company;
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a failure to maintain or improve the quality of customer service;
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difficulties assimilating the operations and personnel of the acquired company;
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our inability to retain key personnel of the acquired company;
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the incurrence of unexpected expenses and working capital requirements;
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our inability to achieve the financial and strategic goals, including synergies, for the combined businesses; and
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difficulty in maintaining internal controls, procedures and policies.
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increase our vulnerability to general adverse economic and industry conditions;
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes, including acquisitions;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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place us at a competitive disadvantage compared to our competitors that have less debt; and
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limit our ability to borrow additional funds.
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sales of assets;
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sales of equity; or
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negotiations with our lenders to restructure the applicable debt.
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incur additional indebtedness or provide guarantees in respect of obligations of other persons, or issue disqualified or preferred stock;
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pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;
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repay, redeem or repurchase debt;
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make loans, investments and capital expenditures;
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sell or otherwise dispose of certain assets;
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incur liens;
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engage in sale and leaseback transactions;
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restrict dividends, loans or asset transfers from our subsidiaries;
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
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enter into a new or different line of business; and
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enter into certain transactions with our affiliates.
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certain vendors may change their programs or processes which might adversely affect the supply or cost of the products, which then might adversely affect ACI's stores sales or gross profit;
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negotiations with third party payors might be adversely affected which then might adversely affect ACI's stores sales or gross profit;
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ACI's current and prospective associates may experience uncertainty about their future roles with ACI, which might adversely affect ACI's ability to attract and retain key personnel;
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key management and other employees may be difficult to retain or may become distracted from day-to-day operations because matters related to the Merger may require substantial commitments of their time and resources, which could adversely affect ACI's operations and financial results;
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ACI's current and prospective customers may experience uncertainty about the ability of ACI's stores to meet their needs, which might cause customers to make purchases elsewhere;
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ACI's ability to pursue alternative business opportunities, including strategic acquisitions, is limited by the terms of the Merger Agreement. If the Merger is not completed for any reason, there can be no assurance that any other transaction acceptable to ACI will be offered or that its business, prospects or results of operations will not be adversely affected;
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ACI's ability to make appropriate changes to its business may be restricted by covenants in the Merger Agreement; these restrictions generally require ACI to conduct its business in the ordinary course and subject ACI to a variety of specified limitations absent Rite Aid's prior written consent. ACI may find that these and other contractual restrictions in the Merger Agreement may delay or prevent ACI from responding, or limit ACI's ability to respond effectively, to competitive pressures, industry developments and future business opportunities that may arise during such period, even if ACI's management believes they may be advisable; and
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the costs and potential adverse outcomes of litigation relating to the Merger.
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combining the companies' operations;
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combining the businesses of ACI and Rite Aid and meeting the capital requirements of the combined company in a manner that permits ACI and Rite Aid to achieve the cost savings and revenue opportunities anticipated to result from the Merger, the failure of which would result in the material anticipated benefits of the Merger not being realized in the time frame currently anticipated or at all;
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integrating the companies' technologies (see "-Risks Relating to ACI's Business and Industry-ACI may be adversely affected by risks related to its dependence on IT systems. Any future changes to or intrusion into these IT systems, even if ACI is compliant with industry security standards, could materially adversely affect its reputation, financial condition and operating results");
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integrating and unifying the offerings and services available to customers, including ACI's
just for U
,
MyMixx
and fuel rewards programs and Rite Aid's
Wellness+
loyalty program;
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identifying and eliminating redundant and underperforming functions and assets;
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harmonizing the companies' operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
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integrating the companies' financial reporting and internal control systems, including compliance by the combined company with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated thereunder by the SEC;
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maintaining existing agreements with customers, distributors, providers and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers and vendors, including clients of Rite Aid's PBM, EnvisionRxOptions;
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addressing possible differences in business backgrounds, corporate cultures and management philosophies;
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consolidating the companies' administrative and information technology infrastructure;
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coordinating distribution and marketing efforts;
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managing the movement of certain positions to different locations; and
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effecting actions that may be required in connection with obtaining regulatory approvals.
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Location
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Number of
stores
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Location
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Number of
stores
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Location
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Number of
stores
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Alaska
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25
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Indiana
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4
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New York
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17
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Arizona
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141
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Iowa
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1
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North Dakota
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1
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Arkansas
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1
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Louisiana
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16
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Oregon
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124
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California
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605
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Maine
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21
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Pennsylvania
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53
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Colorado
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108
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Maryland
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68
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Rhode Island
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8
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Connecticut
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4
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Massachusetts
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78
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South Dakota
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3
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Delaware
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20
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Montana
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38
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Texas
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226
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District of Columbia
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13
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Nebraska
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5
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Utah
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5
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Florida
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3
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Nevada
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49
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Vermont
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19
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Hawaii
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22
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New Hampshire
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27
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Virginia
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39
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Idaho
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41
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New Jersey
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79
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Washington
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223
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Illinois
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182
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New Mexico
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35
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Wyoming
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14
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Square Footage
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Number of stores
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Percent of total
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||
Less than 30,000
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211
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9.1
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%
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30,000 to 50,000
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810
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34.9
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%
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More than 50,000
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1,297
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56.0
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%
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Total stores
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2,318
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100.0
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%
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(in millions)
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Fiscal
2017 |
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Fiscal
2016 |
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Fiscal
2015 |
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Fiscal
2014(1)
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Fiscal
2013(2) |
||||||||||
Results of Operations
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Net sales and other revenue
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$
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59,924.6
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$
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59,678.2
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$
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58,734.0
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$
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27,198.6
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$
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20,054.7
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Gross Profit
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16,361.1
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16,640.5
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16,061.7
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7,502.8
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5,399.0
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Selling and administrative expenses
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16,223.7
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16,000.0
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15,660.0
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8,152.2
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5,874.1
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|||||
Goodwill impairment
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142.3
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—
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—
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—
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—
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Bargain purchase gain
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—
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—
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—
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—
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(2,005.7
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)
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|||||
Operating (loss) income
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(4.9
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)
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640.5
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401.7
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(649.4
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)
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1,530.6
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|||||
Interest expense, net
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874.8
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1,003.8
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950.5
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633.2
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390.1
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|||||
(Gain) loss on debt extinguishment
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(4.7
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)
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111.7
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—
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—
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—
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Other expense (income)
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42.5
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(11.4
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)
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(7
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)
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96
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|
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—
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|||||
(Loss) income before income taxes
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(917.5
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)
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(463.6
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)
|
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(541.8
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)
|
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(1,378.6
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)
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1,140.5
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|
|||||
Income tax benefit
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(963.8
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)
|
|
(90.3
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)
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(39.6
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)
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(153.4
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)
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(572.6
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)
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|||||
Income (loss) from continuing operations, net of tax
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46.3
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|
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(373.3
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)
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(502.2
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)
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(1,225.2
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)
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1,713.1
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|||||
Income from discontinued operations
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—
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—
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|
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—
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—
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19.5
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|
|||||
Net income (loss)
|
$
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46.3
|
|
|
$
|
(373.3
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)
|
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$
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(502.2
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)
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$
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(1,225.2
|
)
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$
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1,732.6
|
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Balance Sheet (at end of period)
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Cash and equivalents
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$
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670.3
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$
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1,219.2
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$
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579.7
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|
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$
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1,125.8
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$
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307.0
|
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Total assets
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21,812.3
|
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23,755.0
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23,770.0
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25,678.3
|
|
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9,281
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|
|||||
Total stockholders' / member equity
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1,398.2
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1,371.2
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1,613.2
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2,168.5
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1,759.6
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|||||
Total debt, including capital leases
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11,875.8
|
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12,337.9
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12,226.3
|
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12,569.0
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3,694.2
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•
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Announced merger agreement with Rite Aid Corporation ("Rite Aid"), creating a leader in food, health and wellness
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•
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Fourth quarter fiscal 2017 identical store sales were positive at 0.6%
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•
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Accelerated growth of eCommerce and digital offerings, including expansion of 'Drive-Up and Go'
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•
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Announced alliance with Instacart for same-day deliveries offered in over 1,300 stores
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•
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Acquired DineInFresh, Inc. ("Plated"), a premier provider of meal kits, and initiated roll-out of Plated meal kits in-store
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•
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Increased penetration in Own Brands by 60 basis points to 23%
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•
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Increased registered households in Company loyalty programs by 24%
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•
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Acquired an equity interest in El Rancho (as defined herein), a Texas-based Hispanic specialty grocer
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•
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Acquired MedCart Specialty Pharmacy
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•
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Supported local communities in hurricane relief efforts
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52 weeks ended
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|||||||
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February 24,
2018 |
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February 25,
2017 |
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February 27,
2016 |
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Stores, beginning of period
|
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2,324
|
|
|
2,271
|
|
|
2,382
|
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Acquired (1)
|
|
5
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|
|
78
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|
|
74
|
|
Opened
|
|
15
|
|
|
15
|
|
|
7
|
|
Divested
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|
—
|
|
|
—
|
|
|
(153
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)
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Closed
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(26
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)
|
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(40
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)
|
|
(39
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)
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Stores, end of period
|
|
2,318
|
|
|
2,324
|
|
|
2,271
|
|
|
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Number of Stores
|
|
Percent of Total
|
|
Retail Square Feet (1)
|
||||||||||||
Square Footage
|
|
February 24,
2018 |
|
February 25,
2017 |
|
February 24,
2018 |
|
February 25,
2017 |
|
February 24,
2018 |
|
February 25,
2017 |
||||||
Less than 30,000
|
|
211
|
|
|
210
|
|
|
9.1
|
%
|
|
9.0
|
%
|
|
4.9
|
|
|
4.9
|
|
30,000 to 50,000
|
|
810
|
|
|
812
|
|
|
34.9
|
%
|
|
35.0
|
%
|
|
34.0
|
|
|
34.1
|
|
More than 50,000
|
|
1,297
|
|
|
1,302
|
|
|
56.0
|
%
|
|
56.0
|
%
|
|
76.5
|
|
|
76.6
|
|
Total Stores
|
|
2,318
|
|
|
2,324
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
115.4
|
|
|
115.6
|
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
Identical store sales, excluding fuel
|
(1.3)%
|
|
(0.4)%
|
|
4.4%
|
|
Fiscal
2017 |
||
Net sales and other revenue for fiscal 2016
|
$
|
59,678.2
|
|
Additional sales due to new stores and acquisitions, net of store closings
|
589.4
|
|
|
Increase in fuel sales
|
411.2
|
|
|
Identical store sales decline of 1.3%
|
(740.4
|
)
|
|
Other (1)
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(13.8
|
)
|
|
Net sales and other revenue for fiscal 2017
|
$
|
59,924.6
|
|
|
Fiscal
2016 |
||
Net sales and other revenue for fiscal 2015
|
$
|
58,734.0
|
|
Additional sales due to A&P and Haggen Transactions, for the periods not considered identical
|
1,843.4
|
|
|
Decline in sales from FTC-mandated divestitures
|
(444.5
|
)
|
|
Decline in fuel sales
|
(261.4
|
)
|
|
Identical store sales decline of 0.4%
|
(213.3
|
)
|
|
Other (1)
|
20.0
|
|
|
Net sales and other revenue for fiscal 2016
|
$
|
59,678.2
|
|
Fiscal 2017 vs. Fiscal 2016
|
Basis point increase
(decrease)
|
Investment in price and changes in product mix
|
(36)
|
Shrink expense
|
(23)
|
LIFO expense
|
(1)
|
Safeway acquisition synergies
|
10
|
Total
|
(50)
|
Fiscal 2016 vs. Fiscal 2015
|
Basis point increase
(decrease)
|
Safeway acquisition synergies
|
43
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Product mix
|
28
|
Lower LIFO expense
|
7
|
Higher shrink expense
|
(27)
|
Other
|
(1)
|
Total
|
50
|
Fiscal 2017 vs. Fiscal 2016
|
Basis point increase
(decrease)
|
Employee wage and benefit costs
|
20
|
Net property dispositions, asset impairment and lease exit costs
|
18
|
Depreciation and amortization
|
14
|
Store related costs
|
12
|
Pension expense, net
|
(17)
|
Safeway acquisition synergies
|
(7)
|
Total
|
40
|
Fiscal 2016 vs. Fiscal 2015
|
Basis point increase
(decrease)
|
Depreciation and amortization
|
26
|
Employee wage and benefit costs
|
24
|
Pension expense, net, including the charge related to the Collington acquisition
|
14
|
Net property dispositions, asset impairment and lease exit costs
|
(25)
|
Acquisition and integration costs
|
(18)
|
Safeway acquisition synergies
|
(14)
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Other
|
(7)
|
Total
|
—
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
ABL Facility, senior secured and unsecured notes, term loans and debentures
|
$
|
701.5
|
|
|
$
|
764.3
|
|
|
$
|
777.0
|
|
Capital lease obligations
|
96.3
|
|
|
106.8
|
|
|
97.0
|
|
|||
Amortization and write off of deferred financing costs
|
56.1
|
|
|
84.4
|
|
|
69.3
|
|
|||
Amortization and write off of debt discounts
|
16.0
|
|
|
22.3
|
|
|
12.9
|
|
|||
Other interest expense (income)
|
4.9
|
|
|
26.0
|
|
|
(5.7
|
)
|
|||
Interest expense, net
|
$
|
874.8
|
|
|
$
|
1,003.8
|
|
|
$
|
950.5
|
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
Income tax benefit at federal statutory rate
|
$
|
(301.5
|
)
|
|
$
|
(162.3
|
)
|
|
$
|
(189.6
|
)
|
State income taxes, net of federal benefit
|
(39.8
|
)
|
|
(20.2
|
)
|
|
(38.9
|
)
|
|||
Change in valuation allowance
|
(218.0
|
)
|
|
107.1
|
|
|
113.0
|
|
|||
Unrecognized tax benefits
|
(36.5
|
)
|
|
(18.7
|
)
|
|
3.1
|
|
|||
Member loss
|
83.1
|
|
|
16.6
|
|
|
60.4
|
|
|||
Charitable donations
|
—
|
|
|
(11.1
|
)
|
|
(11.1
|
)
|
|||
Tax credits
|
(9.1
|
)
|
|
(17.3
|
)
|
|
(6.9
|
)
|
|||
Indemnification asset / liability
|
—
|
|
|
5.1
|
|
|
14.0
|
|
|||
Effect of Tax Cuts and Jobs Act
|
(430.4
|
)
|
|
—
|
|
|
—
|
|
|||
CVR liability adjustment
|
(20.3
|
)
|
|
7.5
|
|
|
—
|
|
|||
Reorganization of limited liability companies
|
46.7
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible equity-based compensation expense
|
1.6
|
|
|
4.2
|
|
|
12.3
|
|
|||
Other
|
(39.6
|
)
|
|
(1.2
|
)
|
|
4.1
|
|
|||
Income tax benefit
|
$
|
(963.8
|
)
|
|
$
|
(90.3
|
)
|
|
$
|
(39.6
|
)
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
Net income (loss)
|
$
|
46.3
|
|
|
$
|
(373.3
|
)
|
|
$
|
(502.2
|
)
|
Depreciation and amortization
|
1,898.1
|
|
|
1,804.8
|
|
|
1,613.7
|
|
|||
Interest expense, net
|
874.8
|
|
|
1,003.8
|
|
|
950.5
|
|
|||
Income tax benefit
|
(963.8
|
)
|
|
(90.3
|
)
|
|
(39.6
|
)
|
|||
EBITDA
|
1,855.4
|
|
|
2,345.0
|
|
|
2,022.4
|
|
|||
|
|
|
|
|
|
||||||
(Gain) loss on interest rate and commodity hedges, net
|
(6.2
|
)
|
|
(7.0
|
)
|
|
16.2
|
|
|||
Acquisition and integration costs (1)
|
217.7
|
|
|
213.6
|
|
|
342.0
|
|
|||
(Gain) loss on debt extinguishment
|
(4.7
|
)
|
|
111.7
|
|
|
—
|
|
|||
Equity-based compensation expense
|
45.9
|
|
|
53.3
|
|
|
97.8
|
|
|||
Net loss (gain) on property dispositions, asset impairment and lease exit costs (2)
|
66.7
|
|
|
(39.2
|
)
|
|
103.3
|
|
|||
Goodwill impairment
|
142.3
|
|
|
—
|
|
|
—
|
|
|||
LIFO expense (benefit)
|
3.0
|
|
|
(7.9
|
)
|
|
29.7
|
|
|||
Collington acquisition (3)
|
—
|
|
|
78.9
|
|
|
—
|
|
|||
Facility closures and related transition costs (4)
|
12.4
|
|
|
23.0
|
|
|
25.0
|
|
|||
Other (5)
|
65.4
|
|
|
45.1
|
|
|
44.7
|
|
|||
Adjusted EBITDA
|
$
|
2,397.9
|
|
|
$
|
2,816.5
|
|
|
$
|
2,681.1
|
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
Net cash provided by operating activities
|
$
|
1,018.8
|
|
|
$
|
1,813.5
|
|
|
$
|
901.6
|
|
Income tax benefit
|
(963.8
|
)
|
|
(90.3
|
)
|
|
(39.6
|
)
|
|||
Deferred income taxes
|
1,094.1
|
|
|
219.5
|
|
|
90.4
|
|
|||
Interest expense, net
|
874.8
|
|
|
1,003.8
|
|
|
950.5
|
|
|||
Changes in operating assets and liabilities
|
222.1
|
|
|
(251.9
|
)
|
|
466.5
|
|
|||
Amortization and write-off of deferred financing costs
|
(56.1
|
)
|
|
(84.4
|
)
|
|
(69.3
|
)
|
|||
Acquisition and integration costs
|
217.7
|
|
|
213.6
|
|
|
342.0
|
|
|||
Other adjustments
|
(9.7
|
)
|
|
(7.3
|
)
|
|
39.0
|
|
|||
Adjusted EBITDA
|
2,397.9
|
|
|
2,816.5
|
|
|
2,681.1
|
|
|||
Less: capital expenditures
|
(1,547.0
|
)
|
|
(1,414.9
|
)
|
|
(960.0
|
)
|
|||
Free Cash Flow
|
$
|
850.9
|
|
|
$
|
1,401.6
|
|
|
$
|
1,721.1
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
Cash and cash equivalents at end of period
|
$
|
670.3
|
|
|
$
|
1,219.2
|
|
Cash flows from operating activities
|
1,018.8
|
|
|
1,813.5
|
|
||
Cash flows from investing activities
|
(469.6
|
)
|
|
(1,076.2
|
)
|
||
Cash flows from financing activities
|
(1,098.1
|
)
|
|
(97.8
|
)
|
|
February 24,
2018 |
||
Term loans
|
$
|
5,610.7
|
|
Notes and debentures
|
5,136.9
|
|
|
Capital leases
|
864.6
|
|
|
Other notes payable and mortgages
|
263.6
|
|
|
Total debt, including capital leases
|
$
|
11,875.8
|
|
|
|
Payments Due Per Year
|
||||||||||||||||||
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Long-term debt (2)
|
|
$
|
11,340.5
|
|
|
$
|
66.1
|
|
|
$
|
535.5
|
|
|
$
|
4,186.3
|
|
|
$
|
6,552.6
|
|
Estimated interest on long-term debt (3)
|
|
4,398.0
|
|
|
625.1
|
|
|
1,232.4
|
|
|
987.7
|
|
|
1,552.8
|
|
|||||
Operating leases (4)
|
|
6,970.9
|
|
|
798.6
|
|
|
1,499.0
|
|
|
1,167.7
|
|
|
3,505.6
|
|
|||||
Capital leases (4)
|
|
1,399.4
|
|
|
184.6
|
|
|
324.0
|
|
|
260.3
|
|
|
630.5
|
|
|||||
Other long-term liabilities (5)
|
|
1,267.7
|
|
|
308.5
|
|
|
409.5
|
|
|
169.5
|
|
|
380.2
|
|
|||||
SuperValu TSA (6)
|
|
58.3
|
|
|
58.0
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations (7)
|
|
367.2
|
|
|
140.9
|
|
|
87.9
|
|
|
66.7
|
|
|
71.7
|
|
|||||
Total contractual obligations
|
|
$
|
25,802.0
|
|
|
$
|
2,181.8
|
|
|
$
|
4,088.6
|
|
|
$
|
6,838.2
|
|
|
$
|
12,693.4
|
|
|
Percentage
Point Change
|
|
Projected Benefit Obligation
Decrease / (Increase)
|
|
Expense
Decrease / (Increase)
|
Discount rate
|
+/- 1.00%
|
|
$258.9 / $(321.0)
|
|
$20.3 / $4.9
|
Expected return on assets
|
+/- 1.00%
|
|
- / -
|
|
$18.7 / $(18.7)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate - Principal payments
|
$
|
8.6
|
|
|
$
|
275.9
|
|
|
$
|
144.6
|
|
|
$
|
138.2
|
|
|
$
|
8.6
|
|
|
$
|
5,044.4
|
|
|
$
|
5,620.3
|
|
|
$
|
4,956.6
|
|
Weighted average interest rate
|
7.1%
|
|
|
5.1%
|
|
|
4.1%
|
|
|
4.9%
|
|
|
6.8%
|
|
|
6.8%
|
|
|
6.6%
|
|
|
|
|||||||||
Variable Rate - Principal payments
|
$
|
57.5
|
|
|
$
|
57.5
|
|
|
$
|
57.5
|
|
|
$
|
2,935.5
|
|
|
$
|
1,104.0
|
|
|
$
|
1,508.2
|
|
|
$
|
5,720.2
|
|
|
$
|
5,646.8
|
|
Weighted average interest rate (1)
|
4.4%
|
|
|
4.4%
|
|
|
4.4%
|
|
|
4.3%
|
|
|
4.5%
|
|
|
4.5%
|
|
|
4.4%
|
|
|
|
|
Pay Fixed / Receive Variable
|
||||||||||||||||||||||
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Thereafter
|
||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average Notional amount outstanding
|
$
|
2,925.0
|
|
|
$
|
1,921.0
|
|
|
$
|
1,364.0
|
|
|
$
|
1,060.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average pay rate
|
5.4%
|
|
|
5.5%
|
|
|
5.5%
|
|
|
5.5%
|
|
|
0.0%
|
|
|
0.0%
|
|
||||||
Average receive rate
|
5.1%
|
|
|
5.4%
|
|
|
5.5%
|
|
|
5.6%
|
|
|
0.0%
|
|
|
0.0%
|
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
ASSETS
|
|
|
|
|||||
Current assets
|
|
|
|
|||||
|
Cash and cash equivalents
|
$
|
670.3
|
|
|
$
|
1,219.2
|
|
|
Receivables, net
|
615.3
|
|
|
631.0
|
|
||
|
Inventories, net
|
4,421.1
|
|
|
4,464.0
|
|
||
|
Prepaid assets
|
368.6
|
|
|
345.3
|
|
||
|
Other current assets
|
73.3
|
|
|
133.7
|
|
||
|
Total current assets
|
6,148.6
|
|
|
6,793.2
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
10,770.3
|
|
|
11,511.8
|
|
|||
Intangible assets, net
|
3,142.5
|
|
|
3,497.8
|
|
|||
Goodwill
|
1,183.3
|
|
|
1,167.8
|
|
|||
Other assets
|
567.6
|
|
|
784.4
|
|
|||
TOTAL ASSETS
|
$
|
21,812.3
|
|
|
$
|
23,755.0
|
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|||||
Current liabilities
|
|
|
|
|||||
|
Accounts payable
|
$
|
2,833.0
|
|
|
$
|
3,034.7
|
|
|
Accrued salaries and wages
|
984.1
|
|
|
1,007.5
|
|
||
|
Current maturities of long-term debt and capitalized lease obligations
|
168.2
|
|
|
318.5
|
|
||
|
Current portion of self-insurance liability
|
296.0
|
|
|
293.3
|
|
||
|
Taxes other than income taxes
|
323.5
|
|
|
348.8
|
|
||
|
Other current liabilities
|
424.8
|
|
|
738.0
|
|
||
|
Total current liabilities
|
5,029.6
|
|
|
5,740.8
|
|
||
|
|
|
|
|
||||
Long-term debt and capitalized lease obligations
|
11,707.6
|
|
|
12,019.4
|
|
|||
Deferred income taxes
|
579.9
|
|
|
1,479.8
|
|
|||
Long-term self-insurance liability
|
921.7
|
|
|
971.6
|
|
|||
Other long-term liabilities
|
2,175.3
|
|
|
2,172.2
|
|
|||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|||
|
|
|
|
|||||
STOCKHOLDERS' / MEMBER EQUITY
|
|
|
|
|||||
|
Member investment
|
—
|
|
|
1,999.3
|
|
||
|
Preferred stock, $0.01 par value; 30,000,000 shares authorized, no shares issued and outstanding as of February 24, 2018 and February 25, 2017, respectively
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 279,654,028 and no shares issued and outstanding as of February 24, 2018 and February 25, 2017, respectively
|
2.8
|
|
|
—
|
|
||
|
Additional paid-in capital
|
1,773.3
|
|
|
—
|
|
||
|
Accumulated other comprehensive income (loss)
|
191.1
|
|
|
(12.8
|
)
|
||
|
Accumulated deficit
|
(569.0
|
)
|
|
(615.3
|
)
|
||
|
Total stockholders' / member equity
|
1,398.2
|
|
|
1,371.2
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' / MEMBER EQUITY
|
$
|
21,812.3
|
|
|
$
|
23,755.0
|
|
|
52 weeks ended
February 24, 2018 |
|
52 weeks ended
February 25, 2017 |
|
52 weeks ended
February 27, 2016 |
||||||
Net sales and other revenue
|
$
|
59,924.6
|
|
|
$
|
59,678.2
|
|
|
$
|
58,734.0
|
|
Cost of sales
|
43,563.5
|
|
|
43,037.7
|
|
|
42,672.3
|
|
|||
Gross profit
|
16,361.1
|
|
|
16,640.5
|
|
|
16,061.7
|
|
|||
|
|
|
|
|
|
||||||
Selling and administrative expenses
|
16,223.7
|
|
|
16,000.0
|
|
|
15,660.0
|
|
|||
Goodwill impairment
|
142.3
|
|
|
—
|
|
|
—
|
|
|||
Operating (loss) income
|
(4.9
|
)
|
|
640.5
|
|
|
401.7
|
|
|||
|
|
|
|
|
|
||||||
Interest expense, net
|
874.8
|
|
|
1,003.8
|
|
|
950.5
|
|
|||
(Gain) loss on debt extinguishment
|
(4.7
|
)
|
|
111.7
|
|
|
—
|
|
|||
Other expense (income)
|
42.5
|
|
|
(11.4
|
)
|
|
(7.0
|
)
|
|||
Loss before income taxes
|
(917.5
|
)
|
|
(463.6
|
)
|
|
(541.8
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax benefit
|
(963.8
|
)
|
|
(90.3
|
)
|
|
(39.6
|
)
|
|||
Net income (loss)
|
$
|
46.3
|
|
|
$
|
(373.3
|
)
|
|
$
|
(502.2
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Gain (loss) on interest rate swaps, net of tax
|
47.0
|
|
|
39.4
|
|
|
(46.9
|
)
|
|||
Recognition of pension gain (loss), net of tax
|
92.2
|
|
|
82.0
|
|
|
(79.4
|
)
|
|||
Foreign currency translation adjustment, net of tax
|
65.0
|
|
|
(20.5
|
)
|
|
(45.6
|
)
|
|||
Other
|
(0.3
|
)
|
|
(1.0
|
)
|
|
(0.4
|
)
|
|||
Comprehensive income (loss)
|
$
|
250.2
|
|
|
$
|
(273.4
|
)
|
|
$
|
(674.5
|
)
|
|
52 weeks ended
February 24, 2018 |
|
52 weeks ended
February 25, 2017 |
|
52 weeks ended
February 27, 2016 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
46.3
|
|
|
$
|
(373.3
|
)
|
|
$
|
(502.2
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Net loss (gain) on property dispositions, asset impairment and lease exit costs
|
66.7
|
|
|
(39.2
|
)
|
|
103.3
|
|
|||
Goodwill impairment
|
142.3
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
1,898.1
|
|
|
1,804.8
|
|
|
1,613.7
|
|
|||
LIFO expense (benefit)
|
3.0
|
|
|
(7.9
|
)
|
|
29.7
|
|
|||
Deferred income tax
|
(1,094.1
|
)
|
|
(219.5
|
)
|
|
(90.4
|
)
|
|||
Pension and post-retirement benefits expense
|
(0.9
|
)
|
|
95.5
|
|
|
14.1
|
|
|||
Contributions to pension and post-retirement benefit plans
|
(21.9
|
)
|
|
(11.5
|
)
|
|
(7.4
|
)
|
|||
(Gain) loss on interest rate swaps and commodity hedges, net
|
(6.2
|
)
|
|
(7.0
|
)
|
|
16.2
|
|
|||
Amortization and write-off of deferred financing costs
|
56.1
|
|
|
84.4
|
|
|
69.3
|
|
|||
(Gain) loss on debt extinguishment
|
(4.7
|
)
|
|
111.7
|
|
|
—
|
|
|||
Equity-based compensation expense
|
45.9
|
|
|
53.3
|
|
|
97.8
|
|
|||
Other
|
110.3
|
|
|
70.3
|
|
|
24.0
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisition of businesses:
|
|
|
|
|
|
||||||
Receivables, net
|
21.7
|
|
|
(9.2
|
)
|
|
(15.8
|
)
|
|||
Inventories, net
|
45.6
|
|
|
2.7
|
|
|
(245.0
|
)
|
|||
Accounts payable, accrued salaries and wages and other accrued liabilities
|
(158.2
|
)
|
|
233.6
|
|
|
(244.4
|
)
|
|||
Self-insurance assets and liabilities
|
(55.3
|
)
|
|
(42.5
|
)
|
|
(133.4
|
)
|
|||
Other operating assets and liabilities
|
(75.9
|
)
|
|
67.3
|
|
|
172.1
|
|
|||
Net cash provided by operating activities
|
1,018.8
|
|
|
1,813.5
|
|
|
901.6
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Business acquisitions, net of cash acquired (1)
|
(148.8
|
)
|
|
(220.6
|
)
|
|
(710.8
|
)
|
|||
Payments for property, equipment, intangibles, including payments for lease buyouts
|
(1,547.0
|
)
|
|
(1,414.9
|
)
|
|
(960.0
|
)
|
|||
Proceeds from divestitures
|
—
|
|
|
—
|
|
|
454.7
|
|
|||
Proceeds from sale of assets
|
939.2
|
|
|
477.0
|
|
|
112.8
|
|
|||
Proceeds from sale of Casa Ley
|
344.2
|
|
|
—
|
|
|
—
|
|
|||
Changes in restricted cash
|
(0.6
|
)
|
|
3.4
|
|
|
256.9
|
|
|||
Other
|
(56.6
|
)
|
|
78.9
|
|
|
34.6
|
|
|||
Net cash used in investing activities
|
(469.6
|
)
|
|
(1,076.2
|
)
|
|
(811.8
|
)
|
|||
|
|
|
|
|
|
||||||
(1) Business acquisitions, net of cash acquired during the 52 weeks ended February 27, 2016 primarily related to consideration paid in connection with the A&P Transaction and Haggen Transaction in addition to merger consideration related to the Safeway acquisition
|
|
|
|
|
|
|
||||||
|
52 weeks ended
February 24, 2018 |
|
52 weeks ended
February 25, 2017 |
|
52 weeks ended
February 27, 2016 |
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
$
|
290.0
|
|
|
$
|
3,053.1
|
|
|
$
|
453.5
|
|
Payments on long-term borrowings
|
(870.6
|
)
|
|
(2,832.7
|
)
|
|
(903.4
|
)
|
|||
Payment of make-whole premium on debt extinguishment
|
—
|
|
|
(87.7
|
)
|
|
—
|
|
|||
Payments of obligations under capital leases
|
(107.2
|
)
|
|
(123.2
|
)
|
|
(120.0
|
)
|
|||
Payments for debt financing costs
|
(1.5
|
)
|
|
(31.8
|
)
|
|
(41.5
|
)
|
|||
Payment of Casa Ley contingent value right
|
(222.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from member contributions
|
—
|
|
|
—
|
|
|
21.6
|
|
|||
Employee tax withholding on vesting of phantom units
|
(17.5
|
)
|
|
(17.4
|
)
|
|
—
|
|
|||
Member distributions
|
(250.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from financing leases
|
137.6
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(56.9
|
)
|
|
(58.1
|
)
|
|
(46.1
|
)
|
|||
Net cash used in financing activities
|
(1,098.1
|
)
|
|
(97.8
|
)
|
|
(635.9
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(548.9
|
)
|
|
639.5
|
|
|
(546.1
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,219.2
|
|
|
579.7
|
|
|
1,125.8
|
|
|||
Cash and cash equivalents at end of period
|
$
|
670.3
|
|
|
$
|
1,219.2
|
|
|
$
|
579.7
|
|
|
|
|
|
|
|
||||||
Reconciliation of capital investments:
|
|
|
|
|
|
||||||
Payments for property and equipment, including payments for lease buyouts
|
$
|
(1,547.0
|
)
|
|
$
|
(1,414.9
|
)
|
|
$
|
(960.0
|
)
|
Payments for lease buyouts
|
26.5
|
|
|
39.4
|
|
|
48.3
|
|
|||
Total payments for capital investments, excluding lease buyouts
|
$
|
(1,520.5
|
)
|
|
$
|
(1,375.5
|
)
|
|
$
|
(911.7
|
)
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Non-cash investing and financing activities were as follows:
|
|
|
|
|
|
||||||
Additions of capital lease obligations, excluding business acquisitions
|
$
|
31.0
|
|
|
$
|
11.5
|
|
|
$
|
52.4
|
|
Purchases of property and equipment included in accounts payable
|
179.7
|
|
|
220.2
|
|
|
166.3
|
|
|||
Interest and income taxes paid:
|
|
|
|
|
|
||||||
Interest paid, net of amount capitalized
|
813.5
|
|
|
924.2
|
|
|
964.3
|
|
|||
Income taxes paid (refunded)
|
15.8
|
|
|
129.2
|
|
|
(78.3
|
)
|
|
Albertsons Companies, LLC
|
|
|
Albertsons Companies, Inc.
|
|||||||||||||||||||||||||||||||
|
Member investment
|
|
Accumulated other comprehensive income (loss)
|
|
(Accumulated deficit) /
Retained earnings |
|
|
Common Stock
|
|
Additional paid in capital
|
|
Accumulated other comprehensive income
|
|
Accumulated deficit
|
|
Total stockholders' / member
equity |
|||||||||||||||||||
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||||||||
Balance as of February 28, 2015
|
$
|
1,848.7
|
|
|
$
|
59.6
|
|
|
$
|
260.2
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,168.5
|
|
Equity-based compensation
|
97.8
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97.8
|
|
||||||||
Member contribution
|
21.6
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
(502.2
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(502.2
|
)
|
||||||||
Other member activity
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
(172.3
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172.3
|
)
|
||||||||
Balance as of February 27, 2016
|
1,967.9
|
|
|
(112.7
|
)
|
|
(242.0
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,613.2
|
|
||||||||
Equity-based compensation
|
53.3
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.3
|
|
||||||||
Employee tax withholding on vesting of phantom units
|
(17.4
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.4
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
(373.3
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(373.3
|
)
|
||||||||
Other member activity
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
99.9
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99.9
|
|
||||||||
Balance as of February 25, 2017
|
1,999.3
|
|
|
(12.8
|
)
|
|
(615.3
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,371.2
|
|
||||||||
Equity-based compensation prior to Reorganization Transactions
|
24.6
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.6
|
|
||||||||
Employee tax withholding on vesting of phantom units prior to Reorganization Transactions
|
(17.4
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.4
|
)
|
||||||||
Member distribution
|
(250.0
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250.0
|
)
|
||||||||
Other member activity
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
||||||||
Net loss prior to Reorganization Transactions
|
—
|
|
|
—
|
|
|
(342.0
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(342.0
|
)
|
||||||||
Other comprehensive income, net of tax prior to Reorganization Transactions
|
—
|
|
|
39.3
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.3
|
|
||||||||
Reorganization Transactions
|
(1,754.9
|
)
|
|
(26.5
|
)
|
|
957.3
|
|
|
|
279,654,028
|
|
|
2.8
|
|
|
1,752.1
|
|
|
26.5
|
|
|
(957.3
|
)
|
|
—
|
|
||||||||
Equity-based compensation after Reorganization Transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
21.3
|
|
|
—
|
|
|
—
|
|
|
21.3
|
|
||||||||
Employee tax withholding on vesting of phantom units after Reorganization Transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Net income after Reorganization Transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
388.3
|
|
|
388.3
|
|
||||||||
Other comprehensive income, net of tax after Reorganization Transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164.6
|
|
|
—
|
|
|
164.6
|
|
||||||||
Balance as of February 24, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
279,654,028
|
|
|
$
|
2.8
|
|
|
$
|
1,773.3
|
|
|
$
|
191.1
|
|
|
$
|
(569.0
|
)
|
|
$
|
1,398.2
|
|
|
February 24, 2018
|
|
February 25,
2017 |
||||
Beginning balance
|
$
|
1,264.9
|
|
|
$
|
1,320.8
|
|
Expense
|
314.4
|
|
|
281.7
|
|
||
Claim payments
|
(287.6
|
)
|
|
(279.6
|
)
|
||
Other reductions (1)
|
(74.0
|
)
|
|
(58.0
|
)
|
||
Ending balance
|
1,217.7
|
|
|
1,264.9
|
|
||
Less current portion
|
(296.0
|
)
|
|
(293.3
|
)
|
||
Long-term portion
|
$
|
921.7
|
|
|
$
|
971.6
|
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
|||||||||||||||
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
|||||||||
Non-perishables
(1)
|
$
|
26,522.0
|
|
|
44.3
|
%
|
|
$
|
26,699.2
|
|
|
44.7
|
%
|
|
$
|
26,283.9
|
|
|
44.8
|
%
|
Perishables (2)
|
24,583.7
|
|
|
41.0
|
%
|
|
24,398.5
|
|
|
40.9
|
%
|
|
23,661.4
|
|
|
40.3
|
%
|
|||
Pharmacy
|
5,002.6
|
|
|
8.3
|
%
|
|
5,119.2
|
|
|
8.6
|
%
|
|
5,073.0
|
|
|
8.6
|
%
|
|||
Fuel
|
3,104.6
|
|
|
5.2
|
%
|
|
2,693.4
|
|
|
4.5
|
%
|
|
2,954.8
|
|
|
5.0
|
%
|
|||
Other (3)
|
711.7
|
|
|
1.2
|
%
|
|
767.9
|
|
|
1.3
|
%
|
|
760.9
|
|
|
1.3
|
%
|
|||
Total
|
$
|
59,924.6
|
|
|
100.0
|
%
|
|
$
|
59,678.2
|
|
|
100.0
|
%
|
|
$
|
58,734.0
|
|
|
100.0
|
%
|
|
June 2,
2016
|
||
Inventory
|
$
|
31.8
|
|
Other current assets
|
2.5
|
|
|
Property and equipment
|
89.9
|
|
|
Intangible assets, primarily pharmacy scripts and trade names
|
31.4
|
|
|
Total assets acquired
|
155.6
|
|
|
|
|
||
Capital lease obligations
|
35.2
|
|
|
Other long-term liabilities
|
22.7
|
|
|
Total liabilities assumed
|
57.9
|
|
|
|
|
||
Net assets purchased
|
97.7
|
|
|
Goodwill
|
16.1
|
|
|
Total purchase consideration
|
$
|
113.8
|
|
|
November 17, 2015
|
||
Current assets, including $1.7 million in acquired cash
|
$
|
51.1
|
|
Property and equipment
|
133.9
|
|
|
Intangible assets
|
67.1
|
|
|
Total assets acquired
|
252.1
|
|
|
|
|
||
Current liabilities
|
2.3
|
|
|
Capital lease obligations
|
71.7
|
|
|
Other long-term liabilities
|
16.2
|
|
|
Total liabilities assumed
|
90.2
|
|
|
|
|
||
Net assets purchased
|
161.9
|
|
|
Goodwill
|
130.8
|
|
|
Total purchase consideration
|
$
|
292.7
|
|
Beneficial lease rights
|
$
|
44.0
|
|
Customer lists, including prescription files
|
19.4
|
|
|
Other intangibles
|
2.5
|
|
|
Total finite intangible assets
|
65.9
|
|
|
Liquor licenses
|
1.2
|
|
|
Total identifiable intangible assets
|
$
|
67.1
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
Beginning balance
|
$
|
44.4
|
|
|
$
|
49.7
|
|
Additions
|
32.7
|
|
|
14.7
|
|
||
Payments
|
(17.9
|
)
|
|
(15.8
|
)
|
||
Disposals
|
(1.0
|
)
|
|
(4.2
|
)
|
||
Ending balance
|
$
|
58.2
|
|
|
$
|
44.4
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
Assets held for sale:
|
|
|
|
||||
Beginning balance
|
$
|
3.1
|
|
|
$
|
4.6
|
|
Transfers in
|
295.5
|
|
|
7.9
|
|
||
Disposals
|
(268.7
|
)
|
|
(9.4
|
)
|
||
Ending balance
|
$
|
29.9
|
|
|
$
|
3.1
|
|
|
|
|
|
||||
Liabilities held for sale:
|
|
|
|
||||
Beginning balance
|
$
|
15.4
|
|
|
$
|
27.1
|
|
Transfers in
|
—
|
|
|
1.9
|
|
||
Disposals
|
(4.9
|
)
|
|
(13.6
|
)
|
||
Ending balance
|
$
|
10.5
|
|
|
$
|
15.4
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
Land
|
$
|
2,624.7
|
|
|
$
|
2,782.5
|
|
Buildings
|
5,407.9
|
|
|
5,637.7
|
|
||
Property under construction
|
579.3
|
|
|
550.7
|
|
||
Leasehold improvements
|
1,367.5
|
|
|
1,278.8
|
|
||
Fixtures and equipment
|
4,488.9
|
|
|
3,737.5
|
|
||
Buildings under capital leases
|
1,037.1
|
|
|
1,052.7
|
|
||
Total property and equipment
|
15,505.4
|
|
|
15,039.9
|
|
||
|
|
|
|
||||
Accumulated depreciation and amortization
|
(4,735.1
|
)
|
|
(3,528.1
|
)
|
||
Total property and equipment, net
|
$
|
10,770.3
|
|
|
$
|
11,511.8
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
Balance at beginning of year
|
$
|
1,167.8
|
|
|
$
|
1,131.1
|
|
Acquisitions and related adjustments
|
157.8
|
|
|
36.7
|
|
||
Impairment
|
(142.3
|
)
|
|
—
|
|
||
Balance at end of year
|
$
|
1,183.3
|
|
|
$
|
1,167.8
|
|
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||||||||||||||||||
|
Estimated useful lives (Years)
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net
|
||||||||||||
Trade names
|
40
|
|
$
|
1,965.2
|
|
|
$
|
(177.2
|
)
|
|
$
|
1,788.0
|
|
|
$
|
1,910.9
|
|
|
$
|
(123.4
|
)
|
|
$
|
1,787.5
|
|
Beneficial lease rights
|
12
|
|
918.3
|
|
|
(355.7
|
)
|
|
562.6
|
|
|
936.1
|
|
|
(280.6
|
)
|
|
655.5
|
|
||||||
Customer prescription files
|
5
|
|
1,486.4
|
|
|
(1,078.1
|
)
|
|
408.3
|
|
|
1,468.4
|
|
|
(784.4
|
)
|
|
684.0
|
|
||||||
Covenants not to compete
|
5
|
|
4.3
|
|
|
(2.5
|
)
|
|
1.8
|
|
|
3.5
|
|
|
(1.9
|
)
|
|
1.6
|
|
||||||
Specialty accreditation
|
6
|
|
18.0
|
|
|
(2.3
|
)
|
|
15.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Internally developed software
|
5
|
|
537.1
|
|
|
(246.3
|
)
|
|
290.8
|
|
|
468.6
|
|
|
(170.1
|
)
|
|
298.5
|
|
||||||
Total finite-lived intangible assets
|
|
|
4,929.3
|
|
|
(1,862.1
|
)
|
|
3,067.2
|
|
|
4,787.5
|
|
|
(1,360.4
|
)
|
|
3,427.1
|
|
||||||
Liquor licenses and restricted covenants
|
Indefinite
|
|
75.3
|
|
|
—
|
|
|
75.3
|
|
|
70.7
|
|
|
—
|
|
|
70.7
|
|
||||||
Total intangible assets, net
|
|
|
$
|
5,004.6
|
|
|
$
|
(1,862.1
|
)
|
|
$
|
3,142.5
|
|
|
$
|
4,858.2
|
|
|
$
|
(1,360.4
|
)
|
|
$
|
3,497.8
|
|
Fiscal Year
|
Amortization Expected
|
||
2018
|
$
|
504.3
|
|
2019
|
385.8
|
|
|
2020
|
185.1
|
|
|
2021
|
159.8
|
|
|
2022
|
131.8
|
|
|
Thereafter
|
1,700.4
|
|
|
Total
|
$
|
3,067.2
|
|
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.
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Total
|
|
Quoted prices
in active markets
for identical
assets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
198.0
|
|
|
$
|
198.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments (1)
|
|
24.5
|
|
|
22.1
|
|
|
2.4
|
|
|
—
|
|
||||
Non-current investments
(2)
|
|
91.2
|
|
|
40.2
|
|
|
51.0
|
|
|
—
|
|
||||
Total
|
|
$
|
313.7
|
|
|
$
|
260.3
|
|
|
$
|
53.4
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative contracts (3)
|
|
$
|
11.8
|
|
|
$
|
—
|
|
|
$
|
11.8
|
|
|
$
|
—
|
|
Contingent consideration (4)
|
|
60.0
|
|
|
—
|
|
|
—
|
|
|
60.0
|
|
||||
Total
|
|
$
|
71.8
|
|
|
$
|
—
|
|
|
$
|
11.8
|
|
|
$
|
60.0
|
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Total
|
|
Quoted prices
in active markets
for identical
assets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
596.0
|
|
|
$
|
596.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments (1)
|
|
21.6
|
|
|
19.4
|
|
|
2.2
|
|
|
—
|
|
||||
Non-current investments
(2)
|
|
97.5
|
|
|
45.6
|
|
|
51.9
|
|
|
—
|
|
||||
Total
|
|
$
|
715.1
|
|
|
$
|
661.0
|
|
|
$
|
54.1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative contracts (3)
|
|
$
|
103.7
|
|
|
$
|
—
|
|
|
$
|
103.7
|
|
|
$
|
—
|
|
Contingent consideration (4)
|
|
281.0
|
|
|
—
|
|
|
—
|
|
|
281.0
|
|
||||
Total
|
|
$
|
384.7
|
|
|
$
|
—
|
|
|
$
|
103.7
|
|
|
$
|
281.0
|
|
|
Contingent Consideration
|
||||||
|
February 24,
2018 |
|
February 25,
2017 |
||||
Beginning balance
|
$
|
281.0
|
|
|
$
|
269.9
|
|
Plated acquisition
|
60.1
|
|
|
—
|
|
||
Change in fair value
|
(50.9
|
)
|
|
16.0
|
|
||
Payments
|
(230.2
|
)
|
|
(4.9
|
)
|
||
Ending balance
|
$
|
60.0
|
|
|
$
|
281.0
|
|
|
|
Amount of income (loss) recognized from derivatives
|
|
|
||||||||||
Derivatives designated as hedging instruments
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
|
Location of income (loss) recognized from derivatives
|
||||||
Designated interest rate swaps
|
|
$
|
47.0
|
|
|
$
|
39.4
|
|
|
$
|
(49.9
|
)
|
|
Other comprehensive income (loss), net of tax
|
|
|
Amount of income (loss) recognized from derivatives
|
|
|
||||||||||
Derivatives not designated as hedging instruments
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
|
Location of income (loss) recognized from derivatives
|
||||||
Undesignated and ineffective portion of interest rate swaps
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
$
|
(2.9
|
)
|
|
Other expense (income)
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
Albertsons Term Loans, due 2021 to 2023, interest range of 3.0% to 3.25% plus LIBOR
|
$
|
5,610.7
|
|
|
$
|
5,853.0
|
|
Albertsons Senior Unsecured Notes due 2024 and 2025, interest rate of 6.625% and 5.750%, respectively
|
2,476.1
|
|
|
2,473.0
|
|
||
NALP 7.45% Debentures due 2029
|
525.5
|
|
|
554.6
|
|
||
Safeway 7.25% Debentures due 2031
|
576.6
|
|
|
575.6
|
|
||
NALP 8.0% Debentures due 2031
|
350.8
|
|
|
357.2
|
|
||
NALP 6.52% to 7.15% Medium Term Notes due 2027 - 2028
|
190.9
|
|
|
257.3
|
|
||
Safeway 5.0% Senior Notes due 2019
|
269.5
|
|
|
270.1
|
|
||
NALP 8.7% Debentures due 2030
|
186.6
|
|
|
209.0
|
|
||
NALP 7.75% Debentures due 2026
|
140.1
|
|
|
174.1
|
|
||
Safeway 7.45% Senior Debentures due 2027
|
152.5
|
|
|
152.7
|
|
||
Safeway 3.95% Senior Notes due 2020
|
137.5
|
|
|
137.7
|
|
||
Safeway 4.75% Senior Notes due 2021
|
130.8
|
|
|
131.0
|
|
||
Safeway 6.35% Notes due 2017
|
—
|
|
|
101.3
|
|
||
Other financing liabilities, unsecured
|
242.7
|
|
|
114.9
|
|
||
Mortgage notes payable, secured
|
20.9
|
|
|
22.4
|
|
||
Total debt
|
11,011.2
|
|
|
11,383.9
|
|
||
Less current maturities
|
(66.1
|
)
|
|
(203.8
|
)
|
||
Long-term portion
|
$
|
10,945.1
|
|
|
$
|
11,180.1
|
|
2018
|
$
|
66.1
|
|
2019
|
333.4
|
|
|
2020
|
202.1
|
|
|
2021
|
3,073.7
|
|
|
2022
|
1,112.6
|
|
|
Thereafter
|
6,552.6
|
|
|
Total
|
$
|
11,340.5
|
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
ABL facility, senior secured and unsecured notes, term loans and debentures
|
$
|
701.5
|
|
|
$
|
764.3
|
|
|
$
|
777.0
|
|
Capital lease obligations
|
96.3
|
|
|
106.8
|
|
|
97.0
|
|
|||
Amortization and write off of deferred financing costs
|
56.1
|
|
|
84.4
|
|
|
69.3
|
|
|||
Amortization and write off of debt discounts
|
16.0
|
|
|
22.3
|
|
|
12.9
|
|
|||
Other interest expense (income)
|
4.9
|
|
|
26.0
|
|
|
(5.7
|
)
|
|||
Interest expense, net
|
$
|
874.8
|
|
|
$
|
1,003.8
|
|
|
$
|
950.5
|
|
|
Lease Obligations
|
||||||
Fiscal year
|
Operating Leases
|
|
Capital Leases
|
||||
2018
|
$
|
798.6
|
|
|
$
|
184.6
|
|
2019
|
793.5
|
|
|
171.1
|
|
||
2020
|
705.5
|
|
|
152.9
|
|
||
2021
|
624.2
|
|
|
136.1
|
|
||
2022
|
543.5
|
|
|
124.2
|
|
||
Thereafter
|
3,505.6
|
|
|
630.5
|
|
||
Total future minimum obligations
|
$
|
6,970.9
|
|
|
1,399.4
|
|
|
Less interest
|
|
|
(534.8
|
)
|
|||
Present value of net future minimum lease obligations
|
|
|
864.6
|
|
|||
Less current portion
|
|
|
(102.1
|
)
|
|||
Long-term obligations
|
|
|
$
|
762.5
|
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
Minimum rent
|
$
|
831.6
|
|
|
$
|
792.2
|
|
|
$
|
759.6
|
|
Contingent rent
|
12.0
|
|
|
13.4
|
|
|
21.5
|
|
|||
Total rent expense
|
843.6
|
|
|
805.6
|
|
|
781.1
|
|
|||
Tenant rental income
|
(98.8
|
)
|
|
(89.3
|
)
|
|
(89.3
|
)
|
|||
Total rent expense, net of tenant rental income
|
$
|
744.8
|
|
|
$
|
716.3
|
|
|
$
|
691.8
|
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
Current
|
|
|
|
|
|
||||||
Federal (1)
|
$
|
54.0
|
|
|
$
|
108.6
|
|
|
$
|
41.0
|
|
State (2)
|
26.5
|
|
|
20.6
|
|
|
9.8
|
|
|||
Foreign
|
49.8
|
|
|
—
|
|
|
—
|
|
|||
Total Current
|
130.3
|
|
|
129.2
|
|
|
50.8
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(807.7
|
)
|
|
(177.9
|
)
|
|
(93.0
|
)
|
|||
State
|
(216.6
|
)
|
|
(41.6
|
)
|
|
2.6
|
|
|||
Foreign
|
(69.8
|
)
|
|
—
|
|
|
—
|
|
|||
Total Deferred
|
(1,094.1
|
)
|
|
(219.5
|
)
|
|
(90.4
|
)
|
|||
Income tax benefit
|
$
|
(963.8
|
)
|
|
$
|
(90.3
|
)
|
|
$
|
(39.6
|
)
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
Income tax benefit at federal statutory rate
|
$
|
(301.5
|
)
|
|
$
|
(162.3
|
)
|
|
$
|
(189.6
|
)
|
State income taxes, net of federal benefit
|
(39.8
|
)
|
|
(20.2
|
)
|
|
(38.9
|
)
|
|||
Change in valuation allowance
|
(218.0
|
)
|
|
107.1
|
|
|
113.0
|
|
|||
Tax Cuts and Jobs Act
|
(430.4
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits
|
(36.5
|
)
|
|
(18.7
|
)
|
|
3.1
|
|
|||
Member loss
|
83.1
|
|
|
16.6
|
|
|
60.4
|
|
|||
Charitable donations
|
—
|
|
|
(11.1
|
)
|
|
(11.1
|
)
|
|||
Tax Credits
|
(9.1
|
)
|
|
(17.3
|
)
|
|
(6.9
|
)
|
|||
Indemnification asset / liability
|
—
|
|
|
5.1
|
|
|
14.0
|
|
|||
CVR liability adjustment
|
(20.3
|
)
|
|
7.5
|
|
|
—
|
|
|||
Reorganization of limited liability companies
|
46.7
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible equity-based compensation expense
|
1.6
|
|
|
4.2
|
|
|
12.3
|
|
|||
Other
|
(39.6
|
)
|
|
(1.2
|
)
|
|
4.1
|
|
|||
Income tax benefit
|
$
|
(963.8
|
)
|
|
$
|
(90.3
|
)
|
|
$
|
(39.6
|
)
|
|
February 24,
2018 |
|
February 25,
2017 |
|
February 27,
2016 |
||||||
Beginning balance
|
$
|
387.6
|
|
|
$
|
286.8
|
|
|
$
|
90.4
|
|
Additions charged to income tax expense
|
141.0
|
|
|
107.1
|
|
|
113.0
|
|
|||
Reductions credited to income tax expense
|
(359.0
|
)
|
|
—
|
|
|
—
|
|
|||
Changes to other comprehensive income or loss and other
|
(34.7
|
)
|
|
(6.3
|
)
|
|
83.4
|
|
|||
Ending balance
|
$
|
134.9
|
|
|
$
|
387.6
|
|
|
$
|
286.8
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
Deferred tax assets:
|
|
|
|
||||
Compensation and benefits
|
$
|
122.3
|
|
|
$
|
190.6
|
|
Net operating loss
|
160.5
|
|
|
213.8
|
|
||
Pension & postretirement benefits
|
194.7
|
|
|
341.4
|
|
||
Reserves
|
6.3
|
|
|
53.9
|
|
||
Self-Insurance
|
265.1
|
|
|
350.6
|
|
||
Tax credits
|
57.4
|
|
|
48.3
|
|
||
Other
|
59.3
|
|
|
43.0
|
|
||
Gross deferred tax assets
|
865.6
|
|
|
1,241.6
|
|
||
Less: valuation allowance
|
(134.9
|
)
|
|
(387.6
|
)
|
||
Total deferred tax assets
|
730.7
|
|
|
854.0
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Debt discounts
|
73.7
|
|
|
86.3
|
|
||
Depreciation and amortization
|
903.5
|
|
|
1,617.6
|
|
||
Inventories
|
322.9
|
|
|
477.2
|
|
||
Investment in foreign operations
|
—
|
|
|
130.4
|
|
||
Other
|
10.5
|
|
|
22.3
|
|
||
Total deferred tax liabilities
|
1,310.6
|
|
|
2,333.8
|
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(579.9
|
)
|
|
$
|
(1,479.8
|
)
|
|
|
|
|
||||
Noncurrent deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
Noncurrent deferred tax liability
|
(579.9
|
)
|
|
(1,479.8
|
)
|
||
Total
|
$
|
(579.9
|
)
|
|
$
|
(1,479.8
|
)
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
Beginning balance
|
$
|
418.0
|
|
|
$
|
435.3
|
|
|
$
|
451.5
|
|
Increase related to tax positions taken in the current year
|
65.4
|
|
|
63.8
|
|
|
11.5
|
|
|||
Increase related to tax positions taken in prior years
|
4.6
|
|
|
6.4
|
|
|
19.7
|
|
|||
Decrease related to tax position taken in prior years
|
(70.0
|
)
|
|
(71.0
|
)
|
|
(3.5
|
)
|
|||
Decrease related to settlements with taxing authorities
|
(17.5
|
)
|
|
(9.8
|
)
|
|
(42.1
|
)
|
|||
Decrease related to lapse of statute of limitations
|
(44.5
|
)
|
|
(6.7
|
)
|
|
(1.8
|
)
|
|||
Ending balance
|
$
|
356.0
|
|
|
$
|
418.0
|
|
|
$
|
435.3
|
|
|
Pension
|
|
Other Post-Retirement Benefits
|
||||||||||||
|
February 24, 2018
|
|
February 25, 2017
|
|
February 24, 2018
|
|
February 25, 2017
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
2,613.0
|
|
|
$
|
2,431.8
|
|
|
$
|
31.2
|
|
|
$
|
16.7
|
|
Collington acquisition
|
—
|
|
|
222.3
|
|
|
—
|
|
|
15.5
|
|
||||
Service cost
|
49.8
|
|
|
49.3
|
|
|
1.0
|
|
|
0.2
|
|
||||
Interest cost
|
88.3
|
|
|
87.6
|
|
|
0.9
|
|
|
0.9
|
|
||||
Actuarial (gain) loss
|
(56.6
|
)
|
|
22.1
|
|
|
(4.5
|
)
|
|
—
|
|
||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.7
|
|
||||
Benefit payments
|
(78.7
|
)
|
|
(200.1
|
)
|
|
(2.2
|
)
|
|
(2.8
|
)
|
||||
Settlements
|
(264.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
2,351.8
|
|
|
$
|
2,613.0
|
|
|
$
|
26.9
|
|
|
$
|
31.2
|
|
|
|
|
|
|
|
|
|
||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
1,934.8
|
|
|
$
|
1,717.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collington acquisition
|
—
|
|
|
143.4
|
|
|
|
|
|
|
|
||||
Actual return on plan assets
|
201.6
|
|
|
264.6
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
20.2
|
|
|
9.4
|
|
|
1.7
|
|
|
2.1
|
|
||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.7
|
|
||||
Benefit payments (including settlements)
|
(342.6
|
)
|
|
(200.1
|
)
|
|
(2.2
|
)
|
|
(2.8
|
)
|
||||
Ending balance
|
$
|
1,814.0
|
|
|
$
|
1,934.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Components of net amount recognized in financial position:
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
$
|
(6.8
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(1.8
|
)
|
Other long-term liabilities
|
(531.0
|
)
|
|
(672.2
|
)
|
|
(24.7
|
)
|
|
(29.4
|
)
|
||||
Funded status
|
$
|
(537.8
|
)
|
|
$
|
(678.2
|
)
|
|
$
|
(26.9
|
)
|
|
$
|
(31.2
|
)
|
|
Pension
|
|
Other Post-Retirement
Benefits
|
||||||||||||
|
February 24,
2018 |
|
February 25,
2017 |
|
February 24, 2018
|
|
February 25, 2017
|
||||||||
Net actuarial gain
|
$
|
(256.4
|
)
|
|
$
|
(142.8
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(1.6
|
)
|
Prior service cost
|
0.3
|
|
|
0.4
|
|
|
9.3
|
|
|
13.0
|
|
||||
|
$
|
(256.1
|
)
|
|
$
|
(142.4
|
)
|
|
$
|
3.3
|
|
|
$
|
11.4
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||||
Projected benefit obligation
|
$
|
2,351.8
|
|
|
$
|
2,613.0
|
|
Accumulated benefit obligation
|
2,349.6
|
|
|
2,572.0
|
|
||
Fair value of plan assets
|
1,814.0
|
|
|
1,934.8
|
|
|
Pension
|
|
Other Post-Retirement
Benefits
|
||||||||||||
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2017 |
|
Fiscal
2016 |
||||||||
Components of net expense:
|
|
|
|
|
|
|
|
||||||||
Estimated return on plan assets
|
$
|
(119.6
|
)
|
|
$
|
(123.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Service cost
|
49.8
|
|
|
49.3
|
|
|
1.0
|
|
|
0.2
|
|
||||
Interest cost
|
88.3
|
|
|
87.6
|
|
|
0.9
|
|
|
0.9
|
|
||||
Amortization of prior service cost
|
0.1
|
|
|
—
|
|
|
3.7
|
|
|
2.5
|
|
||||
Amortization of net actuarial loss (gain)
|
0.4
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Collington acquisition
|
—
|
|
|
78.9
|
|
|
—
|
|
|
—
|
|
||||
Gain due to settlement accounting
|
(25.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (benefit) expense
|
(6.4
|
)
|
|
91.9
|
|
|
5.5
|
|
|
3.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Changes in plan assets and benefit obligations recognized in Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain
|
(138.6
|
)
|
|
(118.5
|
)
|
|
(4.5
|
)
|
|
—
|
|
||||
Gain due to settlement accounting
|
25.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial (loss) gain
|
(0.4
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Prior service cost
|
—
|
|
|
0.2
|
|
|
—
|
|
|
15.5
|
|
||||
Amortization of prior service cost
|
(0.1
|
)
|
|
—
|
|
|
(3.7
|
)
|
|
(2.5
|
)
|
||||
Total recognized in Other comprehensive income (loss)
|
(113.7
|
)
|
|
(118.3
|
)
|
|
(8.1
|
)
|
|
13.0
|
|
||||
Total net expense and changes in plan assets and benefit obligations recognized in Other comprehensive income (loss)
|
$
|
(120.1
|
)
|
|
$
|
(26.4
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
16.6
|
|
|
February 24,
2018 |
|
February 25,
2017 |
||
Discount rate
|
4.12
|
%
|
|
4.21
|
%
|
Rate of compensation increase
|
2.87
|
%
|
|
2.88
|
%
|
|
February 24,
2018 |
|
February 25,
2017 |
||
Discount rate
|
4.21
|
%
|
|
4.25
|
%
|
Expected return on plan assets:
|
6.40
|
%
|
|
6.96
|
%
|
|
|
|
|
Plan Assets
|
||||
Asset category
|
|
Target
|
|
February 24,
2018 |
|
February 25,
2017 |
||
Equity
|
|
65%
|
|
65.0
|
%
|
|
63.1
|
%
|
Fixed income
|
|
35%
|
|
35.5
|
%
|
|
36.2
|
%
|
Cash and other
|
|
—%
|
|
(0.5
|
)%
|
|
0.7
|
%
|
Total
|
|
100%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
Plan Assets
|
||||
Asset category
|
|
Target
|
|
February 24,
2018 |
|
February 25,
2017 |
||
Equity
|
|
65%
|
|
65.4
|
%
|
|
66.7
|
%
|
Fixed income
|
|
35%
|
|
32.2
|
%
|
|
33.3
|
%
|
Cash and other
|
|
—%
|
|
2.4
|
%
|
|
—
|
%
|
Total
|
|
100%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
Plan Assets
|
||||
Asset category
|
|
Target (1)
|
|
February 24,
2018 |
|
February 25,
2017 |
||
Equity
|
|
50%
|
|
50.1
|
%
|
|
51.0
|
%
|
Fixed income
|
|
50%
|
|
47.9
|
%
|
|
31.0
|
%
|
Cash and other
|
|
—%
|
|
2.0
|
%
|
|
18.0
|
%
|
Total
|
|
100%
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
The target market value of equity securities for the United Plan is
50%
of plan assets. If the equity percentage exceeds
60%
or drops below
40%
, the asset allocation is adjusted to target.
|
|
|
Fair Value Measurements
|
||||||||||||||||||
Asset category
|
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3)
|
|
Assets Measured at NAV
|
||||||||||
Cash and cash equivalents (1)
|
|
$
|
6.5
|
|
|
$
|
1.5
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investment collective trust (2)
|
|
67.0
|
|
|
—
|
|
|
67.0
|
|
|
—
|
|
|
—
|
|
|||||
Common and preferred stock: (3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic common and preferred stock
|
|
244.7
|
|
|
244.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
International common stock
|
|
59.0
|
|
|
59.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Collective trust funds (2)
|
|
686.0
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
684.7
|
|
|||||
Corporate bonds (4)
|
|
118.7
|
|
|
—
|
|
|
118.7
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage- and other asset-backed securities (5)
|
|
45.2
|
|
|
—
|
|
|
45.2
|
|
|
—
|
|
|
—
|
|
|||||
Mutual funds (6)
|
|
254.3
|
|
|
146.0
|
|
|
21.3
|
|
|
—
|
|
|
87.0
|
|
|||||
U.S. government securities (7)
|
|
354.5
|
|
|
—
|
|
|
354.5
|
|
|
—
|
|
|
—
|
|
|||||
Other securities (8)
|
|
65.5
|
|
|
0.1
|
|
|
26.6
|
|
|
—
|
|
|
38.8
|
|
|||||
Total
|
|
$
|
1,901.4
|
|
|
$
|
451.3
|
|
|
$
|
639.6
|
|
|
$
|
—
|
|
|
$
|
810.5
|
|
(1)
|
The carrying value of these items approximates fair value.
|
(2)
|
These investments are valued based on the Net Asset Value ("NAV") of the underlying investments and are provided by the fund issuers. There are no unfunded commitments or redemption restrictions for these funds. Funds meeting the practical expedient are included in the Assets Measured at NAV column.
|
(3)
|
The fair value of common stock is based on the exchange quoted market prices. When quoted prices are not available for identical stock, an industry valuation model is used which maximizes observable inputs.
|
(4)
|
The fair value of corporate bonds is generally based on yields currently available on comparable securities of the same or similar issuers with similar credit ratings and maturities. When quoted prices are not available for identical or similar bonds, the fair value is based upon an industry valuation model, which maximizes observable inputs.
|
(5)
|
The fair value of mortgage- and other asset-backed securities is generally based on yields currently available on comparable securities of the same or similar issuers with similar credit ratings and maturities. When quoted prices are not available for comparable securities, the fair value is based upon an industry valuation model which maximizes observable inputs.
|
(6)
|
These investments are open-ended mutual funds that are registered with the Securities and Exchange Commission which are valued using the NAV. The NAV of the mutual funds is a published price in an active market. The NAV is determined once a day after the closing of the exchange based upon the underlying assets in the fund, less the fund's liabilities, expressed on a per-share basis. There are no unfunded commitments, or redemption restrictions for these funds, and the funds are required to transact at the published price.
|
(7)
|
The fair value of U.S. government securities is based on quoted market prices when available. When quoted prices are not available, the fair value of U.S. government securities is based on yields currently available on comparable securities or on an industry valuation model which maximizes observable inputs.
|
(8)
|
Level 2 Other securities, which consist primarily of U.S. municipal bonds, foreign government bonds and foreign agency securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. Also included in Other securities is a commingled fund valued based on the NAV of the underlying investments and is provided by the issuer and exchange-traded derivatives that are valued based on quoted prices in an active market for identical derivatives, assets and liabilities. Funds meeting the practical expedient are included in the Assets Measured at NAV column. Exchange-traded derivatives are valued based on quoted prices in an active market for
|
|
|
Fair Value Measurements
|
||||||||||||||||||
Asset category
|
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Assets Measured at NAV
|
||||||||||
Cash and cash equivalents (1)
|
|
$
|
13.4
|
|
|
$
|
11.4
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investment collective trust (2)
|
|
43.7
|
|
|
—
|
|
|
43.7
|
|
|
—
|
|
|
—
|
|
|||||
Common and preferred stock: (3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic common and preferred stock
|
|
307.1
|
|
|
307.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
International common stock
|
|
66.2
|
|
|
66.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Collective trust funds (2)
|
|
757.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
757.3
|
|
|||||
Corporate bonds (4)
|
|
146.3
|
|
|
—
|
|
|
146.3
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage- and other asset-backed securities (5)
|
|
60.4
|
|
|
—
|
|
|
60.4
|
|
|
—
|
|
|
—
|
|
|||||
Mutual funds (6)
|
|
184.9
|
|
|
166.4
|
|
|
18.5
|
|
|
—
|
|
|
—
|
|
|||||
U.S. government securities (7)
|
|
363.2
|
|
|
—
|
|
|
363.2
|
|
|
—
|
|
|
—
|
|
|||||
Other securities (8)
|
|
67.4
|
|
|
0.1
|
|
|
33.4
|
|
|
—
|
|
|
33.9
|
|
|||||
Total
|
|
$
|
2,009.9
|
|
|
$
|
551.2
|
|
|
$
|
667.5
|
|
|
$
|
—
|
|
|
$
|
791.2
|
|
(1)
|
The carrying value of these items approximates fair value.
|
(2)
|
These investments are valued based on the NAV of the underlying investments and are provided by the fund issuers. There are no unfunded commitments or redemption restrictions for these funds. Funds meeting the practical expedient are included in the Assets Measured at NAV column.
|
(3)
|
The fair value of common stock is based on the exchange quoted market prices. When quoted prices are not available for identical stock, an industry valuation model is used which maximizes observable inputs.
|
(4)
|
The fair value of corporate bonds is generally based on yields currently available on comparable securities of the same or similar issuers with similar credit ratings and maturities. When quoted prices are not available for identical or similar bonds, the fair value is based upon an industry valuation model, which maximizes observable inputs.
|
(5)
|
The fair value of mortgage- and other asset-backed securities is generally based on yields currently available on comparable securities of the same or similar issuers with similar credit ratings and maturities. When quoted prices are not available for comparable securities, the fair value is based upon an industry valuation model which maximizes observable inputs.
|
(6)
|
These investments are open-ended mutual funds that are registered with the Securities and Exchange Commission which are valued using the NAV. The NAV of the mutual funds is a published price in an active market. The NAV is determined once a day after the closing of the exchange based upon the underlying assets in the fund, less the fund's liabilities, expressed on a per-share basis. There are no unfunded commitments, or redemption restrictions for these funds, and the funds are required to transact at the published price.
|
(7)
|
The fair value of U.S. government securities is based on quoted market prices when available. When quoted prices are not available, the fair value of U.S. government securities is based on yields currently available on comparable securities or on an industry valuation model which maximizes observable inputs.
|
(8)
|
Level 2 Other securities, which consist primarily of U.S. municipal bonds, foreign government bonds and foreign agency securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. Also included in Other securities is a commingled fund valued based on the NAV of the underlying investments and is provided by the issuer and exchange-traded derivatives that are valued based on quoted prices in an active market for identical derivatives, assets and liabilities. Funds meeting the practical expedient are included in the Assets Measured at NAV column. Exchange-traded derivatives are valued based on quoted prices in an active market for identical derivatives assets and liabilities. Non-exchange-traded derivatives are valued using industry valuation models, which maximize observable inputs, such as interest-rate yield curve data, foreign exchange rates and applicable spot and forward rates.
|
|
Pension Benefits
|
|
Other Benefits
|
||||
2018
|
$
|
134.2
|
|
|
$
|
2.3
|
|
2019
|
152.0
|
|
|
2.3
|
|
||
2020
|
154.5
|
|
|
2.1
|
|
||
2021
|
155.6
|
|
|
2.1
|
|
||
2022
|
157.2
|
|
|
2.0
|
|
||
2023 – 2027
|
783.2
|
|
|
8.5
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
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 fall 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. The Company records the actuarially determined estimated liability at an undiscounted amount.
|
|
Contributions of Company (in millions)
|
Surcharge imposed
(3)
|
Expiration date of collective bargaining agreements
|
Total collective bargaining agreements
|
Most significant collective bargaining agreement(s)(4)
|
|||||||||
Pension fund
|
2017
|
2016
|
2015
|
Count
|
Expiration
|
|||||||||
UFCW-Northern California Employers Joint Pension Trust Fund
|
$
|
110.2
|
|
$
|
98.9
|
|
$
|
90.2
|
|
No
|
8/29/2015 to 8/3/2019
|
59
|
52
|
10/13/2018
|
Western Conference of Teamsters Pension Plan
|
61.2
|
|
59.1
|
|
57.0
|
|
No
|
1/27/2018 to 7/8/2023
|
51
|
16
|
9/20/2020
|
|||
Southern California United Food & Commercial Workers Unions and Food Employers Joint Pension Plan (5)
|
92.4
|
|
63.9
|
|
84.3
|
|
No
|
10/16/2016 to 3/3/2019
|
40
|
36
|
3/3/2019
|
|||
Food Employers Labor Relations Association and United Food and Commercial Workers Pension Fund
|
20.4
|
|
33.8
|
|
19.7
|
|
No
|
10/16/2019 to 2/22/2020
|
19
|
16
|
10/26/2019
|
|||
Sound Retirement Trust (formerly Retail Clerks Pension Trust) (2) (7)
|
32.1
|
|
33.1
|
|
22.3
|
|
No
|
9/20/2017 to 1/15/2021
|
116
|
22
|
5/4/2019
|
|||
Bakery and Confectionery Union and Industry International Pension Fund
|
16.6
|
|
17.1
|
|
15.7
|
|
No
|
9/3/2011 to 4/10/2021
|
90
|
19
|
4/10/2021
|
|||
UFCW Union and Participating Food Industry Employers Tri-State Pension Fund
|
15.8
|
|
16.7
|
|
14.8
|
|
No
|
1/31/2018 to 1/25/2022
|
4
|
1
|
1/31/2018
|
|||
Rocky Mountain UFCW Unions & Employers Pension Plan
|
10.8
|
|
11.0
|
|
10.6
|
|
No
|
6/9/2018 to 11/23/2019
|
87
|
16
|
1/12/2019
|
|||
UFCW Local 152 Retail Meat Pension Fund (6)
|
11.0
|
|
10.8
|
|
9.1
|
|
No
|
5/5/2016 to 5/2/2020
|
2
|
2
|
5/2/2020
|
|||
Desert States Employers & UFCW Unions Pension Plan
|
9.3
|
|
9.1
|
|
9.1
|
|
No
|
11/3/2018 to 10/24/2020
|
13
|
2
|
10/24/2020
|
|||
UFCW International Union - Industry Pension Fund (6)
|
12.4
|
|
8.6
|
|
7.8
|
|
No
|
6/9/2018 to 10/24/2020
|
12
|
6
|
6/9/2018
|
|||
Mid Atlantic Pension Fund
|
6.8
|
|
6.9
|
|
6.6
|
|
No
|
10/26/2019 to 2/22/2020
|
19
|
16
|
10/26/2019
|
|||
Retail Food Employers and UFCW Local 711 Pension Trust Fund
|
6.6
|
|
5.4
|
|
5.8
|
|
No
|
4/9/2017 to 3/3/2019
|
7
|
2
|
3/3/2019
|
|||
Oregon Retail Employees Pension Trust
|
6.6
|
|
2.3
|
|
5.5
|
|
No
|
9/1/2016 to 12/6/2019
|
85
|
22
|
8/4/2018
|
|||
Other funds
|
19.0
|
|
22.4
|
|
21.3
|
|
|
|
|
|
|
|||
Total Company contributions to U.S. multiemployer pension plans
|
$
|
431.2
|
|
$
|
399.1
|
|
$
|
379.8
|
|
|
|
|
|
|
(2)
|
Sound Retirement Trust information includes former Washington Meat Industry Pension Trust due to merger into Sound Retirement Trust, effective June 30, 2014.
|
(3)
|
Under the PPA, a surcharge may be imposed when employers make contributions under a collective bargaining agreement that is not in compliance with a rehabilitation plan. As of
February 24, 2018
, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by the applicable pension fund.
|
(4)
|
These columns represent the number of most significant collective bargaining agreements aggregated by common expiration dates for each of the Company's pension funds listed above.
|
(5)
|
The information for this fund was obtained from the Form 5500 filed for the plan's year-end at March 31, 2017 and March 31, 2016.
|
(6)
|
The information for this fund was obtained from the Form 5500 filed for the plan's year-end at June 30, 2016 and June 30, 2015.
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
||||||
Supply agreements included in Cost of sales
|
$
|
1,674.7
|
|
|
$
|
1,749.1
|
|
|
$
|
1,496.6
|
|
Selling and administrative expenses
|
119.4
|
|
|
157.1
|
|
|
190.6
|
|
|||
Total
|
$
|
1,794.1
|
|
|
$
|
1,906.2
|
|
|
$
|
1,687.2
|
|
|
Fiscal 2017
|
||||||||||||||||||
|
Total
|
|
Interest rate swaps
|
|
Pension and Post-retirement benefit plan items
|
|
Foreign currency translation adjustments
|
|
Other
|
||||||||||
Beginning AOCI balance
|
$
|
(12.8
|
)
|
|
$
|
(28.1
|
)
|
|
$
|
79.7
|
|
|
$
|
(66.1
|
)
|
|
$
|
1.7
|
|
Other comprehensive income before reclassifications
|
207.0
|
|
|
33.7
|
|
|
143.1
|
|
|
23.7
|
|
|
6.5
|
|
|||||
Amounts reclassified from Accumulated other comprehensive income
|
90.9
|
|
|
32.4
|
|
|
(21.3
|
)
|
|
84.9
|
|
|
(5.1
|
)
|
|||||
Tax expense
|
(94.0
|
)
|
|
(19.1
|
)
|
|
(29.6
|
)
|
|
(43.6
|
)
|
|
(1.7
|
)
|
|||||
Current-period other comprehensive income (loss), net
|
203.9
|
|
|
47.0
|
|
|
92.2
|
|
|
65.0
|
|
|
(0.3
|
)
|
|||||
Ending AOCI balance
|
$
|
191.1
|
|
|
$
|
18.9
|
|
|
$
|
171.9
|
|
|
$
|
(1.1
|
)
|
|
$
|
1.4
|
|
|
Fiscal 2016
|
||||||||||||||||||
|
Total
|
|
Interest rate swaps
|
|
Pension and Post-retirement benefit plan items
|
|
Foreign currency translation adjustments
|
|
Other
|
||||||||||
Beginning AOCI balance
|
$
|
(112.7
|
)
|
|
$
|
(67.5
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(45.6
|
)
|
|
$
|
2.7
|
|
Other comprehensive income (loss) before reclassifications
|
68.6
|
|
|
1.4
|
|
|
102.8
|
|
|
(34.2
|
)
|
|
(1.4
|
)
|
|||||
Amounts reclassified from Accumulated other comprehensive income
|
53.0
|
|
|
50.5
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|||||
Tax (expense) benefit
|
(21.7
|
)
|
|
(12.5
|
)
|
|
(23.3
|
)
|
|
13.7
|
|
|
0.4
|
|
|||||
Current-period other comprehensive income (loss), net
|
99.9
|
|
|
39.4
|
|
|
82.0
|
|
|
(20.5
|
)
|
|
(1.0
|
)
|
|||||
Ending AOCI balance
|
$
|
(12.8
|
)
|
|
$
|
(28.1
|
)
|
|
$
|
79.7
|
|
|
$
|
(66.1
|
)
|
|
$
|
1.7
|
|
|
|
Fiscal 2017
|
||||||||||||||||||
|
|
52
Weeks |
|
Last 12
Weeks |
|
Third 12
Weeks |
|
Second 12
Weeks |
|
First 16
Weeks |
||||||||||
Net sales and other revenue
|
|
$
|
59,924.6
|
|
|
$
|
14,033.7
|
|
|
$
|
13,599.2
|
|
|
$
|
13,831.7
|
|
|
$
|
18,460.0
|
|
Gross profit
|
|
16,361.1
|
|
|
3,948.3
|
|
|
3,624.6
|
|
|
3,729.7
|
|
|
5,058.5
|
|
|||||
Operating (loss) income
|
|
(4.9
|
)
|
|
213.3
|
|
|
(95.0
|
)
|
|
(213.8
|
)
|
|
90.6
|
|
|||||
(Loss) income before income taxes
|
|
(917.5
|
)
|
|
15.3
|
|
|
(305.4
|
)
|
|
(422.9
|
)
|
|
(204.5
|
)
|
|||||
Income tax (benefit) expense
|
|
(963.8
|
)
|
|
(373.0
|
)
|
|
(523.5
|
)
|
|
(67.7
|
)
|
|
0.4
|
|
|||||
Net income (loss)
|
|
$
|
46.3
|
|
|
$
|
388.3
|
|
|
$
|
218.1
|
|
|
$
|
(355.2
|
)
|
|
$
|
(204.9
|
)
|
|
|
Fiscal 2016
|
||||||||||||||||||
|
|
52
Weeks |
|
Last 12
Weeks |
|
Third 12
Weeks |
|
Second 12
Weeks |
|
First 16
Weeks |
||||||||||
Net sales and other revenue
|
|
$
|
59,678.2
|
|
|
$
|
13,816.6
|
|
|
$
|
13,613.8
|
|
|
$
|
13,856.1
|
|
|
$
|
18,391.7
|
|
Gross profit
|
|
16,640.5
|
|
|
3,933.8
|
|
|
3,819.8
|
|
|
3,765.9
|
|
|
5,121.0
|
|
|||||
Operating income
|
|
640.5
|
|
|
186.0
|
|
|
153.9
|
|
|
101.2
|
|
|
199.4
|
|
|||||
Loss before income taxes
|
|
(463.6
|
)
|
|
(45.3
|
)
|
|
(32.1
|
)
|
|
(276.7
|
)
|
|
(109.5
|
)
|
|||||
Income tax (benefit) expense
|
|
(90.3
|
)
|
|
(79.9
|
)
|
|
4.1
|
|
|
(38.6
|
)
|
|
24.1
|
|
|||||
Net (loss) income
|
|
$
|
(373.3
|
)
|
|
$
|
34.6
|
|
|
$
|
(36.2
|
)
|
|
$
|
(238.1
|
)
|
|
$
|
(133.6
|
)
|
Name
|
|
Age
|
|
Position
|
Robert G. Miller
|
|
74
|
|
Chairman and Chief Executive Officer
|
James Donald
|
|
64
|
|
President and Chief Operating Officer
|
Susan Morris
|
|
49
|
|
Executive Vice President and Chief Operations Officer
|
Shane Sampson
|
|
53
|
|
Chief Marketing and Merchandising Officer
|
Anuj Dhanda
|
|
55
|
|
Executive Vice President and Chief Information Officer
|
Robert B. Dimond
|
|
56
|
|
Executive Vice President and Chief Financial Officer
|
Justin Ewing
|
|
49
|
|
Executive Vice President, Corporate Development and Real Estate
|
Robert A. Gordon
|
|
66
|
|
Executive Vice President, General Counsel and Secretary
|
Jim Perkins
|
|
54
|
|
Executive Vice President, Retail Operations, Special Projects and President, Acme and Eastern Divisions
|
Andrew J. Scoggin
|
|
56
|
|
Executive Vice President, Human Resources, Labor Relations, Public Relations and Government Affairs
|
Mike Withers
|
|
58
|
|
Executive Vice President, Retail Operations, East Region
|
Dean S. Alder (a)
|
|
61
|
|
Director
|
Sharon L. Allen *(a)(b)
|
|
66
|
|
Director
|
Steve A. Davis *(c)(d)
|
|
59
|
|
Director
|
Kim Fennebresque *(b)(d)
|
|
68
|
|
Director
|
Lisa A. Gray (a)(c)
|
|
62
|
|
Director
|
Hersch Klaff (c)
|
|
64
|
|
Director
|
Ronald Kravit (c)
|
|
61
|
|
Director
|
Alan Schumacher *(d)
|
|
71
|
|
Director
|
Jay L. Schottenstein
|
|
63
|
|
Director
|
Lenard B. Tessler (a)(b)
|
|
65
|
|
Lead Director
|
B. Kevin Turner
|
|
53
|
|
Vice Chairman and Senior Advisor to the CEO
|
Scott Wille
|
|
37
|
|
Director
|
Name
|
|
Committee Position
|
|
Additional Annual Fee
|
Sharon L. Allen
|
|
Chair of Nominating and Governance Committee
|
|
$10,000
|
|
Member of Nominating and Governance Committee
|
|
$10,000
|
|
|
Member of Compensation Committee
|
|
$20,000
|
|
|
|
|
|
|
Steven A. Davis
|
|
Member of Audit Committee
|
|
$25,000
|
|
Member of Compliance Committee
|
|
$20,000
|
|
|
|
|
|
|
Kim Fennebresque
|
|
Chair of Compensation Committee
|
|
$20,000
|
|
Member of Compensation Committee
|
|
$20,000
|
|
|
Member of Audit Committee
|
|
$25,000
|
|
|
|
|
|
|
Alan Schumacher
|
|
Chair of Audit Committee
|
|
$25,000
|
|
Member of Audit Committee
|
|
$25,000
|
(in dollars)
Name |
|
Fees earned or Paid in Cash($)
|
|
Unit Awards
($)(1)
|
|
Option Awards
|
|
Non-Equity Incentive Plan Compensation
|
|
Change in Pension Value and nonqualified Deferred Compensation Earnings
|
|
All Other Compensation
|
|
Total($)
|
Sharon L. Allen
|
|
165,000
|
|
125,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
290,000
|
Steven A. Davis
|
|
170,000
|
|
125,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
295,000
|
Kim Fennebresque
|
|
190,000
|
|
125,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
315,000
|
Alan Schumacher
|
|
175,000
|
|
125,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
300,000
|
Name
|
|
Number of Vested Phantom Units
|
|
Number of Unvested Phantom Units
|
Sharon L. Allen
|
|
3,044
|
|
—
|
Steven A. Davis
|
|
5,113
|
|
2,070
|
Kim Fennebresque
|
|
5,113
|
|
2,070
|
Alan Schumacher
|
|
5,113
|
|
2,070
|
•
|
base salary that reflects compensation for the NEO's role and responsibilities, experience, expertise and individual performance;
|
•
|
quarterly bonus based on division performance;
|
•
|
annual bonus based on ACI's financial performance for the fiscal year;
|
•
|
incentive compensation based on the value of ACI's equity;
|
•
|
severance protection; and
|
•
|
other benefits that are provided to all employees, including healthcare benefits, life insurance, retirement savings plans and disability plans.
|
Name
|
|
Fiscal 2016
Base Salary ($)
|
|
Fiscal 2017
Base Salary (effective
April 16, 2017) ($)
|
||
Robert G. Miller
|
|
2,000,000
|
|
|
2,000,000
|
|
Robert B. Dimond
|
|
700,000
|
|
|
775,000
|
|
Wayne A. Denningham
|
|
800,000
|
|
|
1,000,000
|
|
Shane Sampson
|
|
800,000
|
|
|
900,000
|
|
Anuj Dhanda
|
|
500,000
|
|
|
600,000
|
|
•
|
a quarterly bonus component based on the performance achieved by each of ACI's divisions for each fiscal quarter in
fiscal 2017
(each a "Quarterly Division Bonus"), other than ACI's United Supermarkets Division and Haggen stores; and
|
•
|
an annual bonus component based on performance for the full
fiscal 2017
(the "Annual Corporate Bonus").
|
Quarterly Sales Goal Percentage Achieved
|
|
Maximum Percentage of Quarterly Division Bonus Target Earned
|
Below 99%
|
|
100%
|
99%-99.99%
|
|
150%
|
100% or greater
|
|
200%
|
Name
|
|
Aggregate Quarterly Division Bonus for Fiscal 2017 Earned
($)
|
|
Annual Corporate Bonus for Fiscal 2017 Earned
($)
|
|
Aggregate Bonus for Fiscal 2017 Earned
($)
|
|||
Robert G. Miller
|
|
102,928
|
|
|
—
|
|
|
102,928
|
|
Robert B. Dimond
|
|
39,330
|
|
|
—
|
|
|
39,330
|
|
Wayne A. Denningham
|
|
49,984
|
|
|
—
|
|
|
49,984
|
|
Shane Sampson
|
|
45,578
|
|
|
—
|
|
|
45,578
|
|
Anuj Dhanda
|
|
25,115
|
|
|
—
|
|
|
25,115
|
|
•
|
an act of fraud, embezzlement, or misappropriation by Mr. Miller intended to result in substantial personal enrichment at the expense of ACI; or
|
•
|
Mr. Miller's willful or intentional failure to materially comply (to the best of his ability) with a specific, written direction of the board of directors that is consistent with normal business practice and not inconsistent with the Miller Employment Agreement and his responsibilities thereunder, and that within 10 business days after the delivery of written notice of the failure is not cured to the best of his ability or that Mr. Miller has not provided notice that the failure was based on his good faith belief that the implementation of such direction would be unlawful or unethical.
|
•
|
a change of control;
|
•
|
any material adverse alteration in Mr. Miller's titles, positions, duties, authorities, reporting relationships or responsibilities that is not cured within 10 business days of notice from Mr. Miller, other than the appointment of a successor Chief Executive Officer to succeed (and replace) Mr. Miller as Chief Executive Officer if he continues to hold or share the position of Chairman; or
|
•
|
any material failure by ACI to comply with the Miller Employment Agreement that is not cured within 10 business days of notice from Mr. Miller.
|
•
|
conviction of a felony;
|
•
|
acts of intentional dishonesty resulting or intending to result in personal gain or enrichment at the expense of ACI, its subsidiaries or its affiliates;
|
•
|
a material breach of the executive’s obligations under the applicable Executive Employment Agreement, including but not limited to breach of the restrictive covenants or fraudulent, unlawful or grossly negligent conduct by the executive in connection with his duties under the applicable Executive Employment Agreement;
|
•
|
Personal conduct by the executive which seriously discredits or damages ACI, its subsidiaries or its affiliates; or
|
•
|
contravention of specific lawful direction from the board of directors.
|
•
|
a reduction in the base salary or target bonus; or
|
•
|
without prior written consent, relocation of the executive’s principal location of work to any location that is in excess of 50 miles from such location on the date of the applicable Executive Employment Agreement.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)(1)
|
|
Bonus ($)(2)
|
|
Unit Awards
($)(3)
|
|
Option Awards ($)
|
|
Non-Equity Incentive Plan Compensation ($)(4)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
|
All Other Compensation ($)(5)
|
|
Total
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
Robert G. Miller
Chairman and Chief Executive Officer |
|
2017
|
|
2,000,000
|
|
—
|
|
—
|
|
—
|
|
102,928
|
|
—
|
|
699,450
|
|
2,802,378
|
|
2016
|
|
2,000,000
|
|
—
|
|
—
|
|
—
|
|
439,800
|
|
—
|
|
1,052,343
|
|
3,492,143
|
|
|
2015
|
|
2,000,000
|
|
—
|
|
—
|
|
—
|
|
1,772,317
|
|
—
|
|
913,547
|
|
4,685,864
|
|
Robert B. Dimond
Executive Vice President and Chief Financial Officer |
|
2017
|
|
764,904
|
|
448,734
|
|
—
|
|
—
|
|
39,330
|
|
—
|
|
63,768
|
|
1,316,736
|
|
2016
|
|
700,000
|
|
470,200
|
|
—
|
|
—
|
|
153,930
|
|
—
|
|
53,616
|
|
1,377,746
|
|
|
2015
|
|
700,000
|
|
375,000
|
|
15,274,000
|
|
—
|
|
620,311
|
|
—
|
|
2,230,000
|
|
19,199,311
|
|
Wayne A. Denningham Chief Operating Officer (6)
|
|
2017
|
|
973,077
|
|
480,333
|
|
8,368,405
|
|
—
|
|
49,984
|
|
—
|
|
73,870
|
|
9,945,669
|
|
2016
|
|
800,000
|
|
329,133
|
|
6,600,000
|
|
—
|
|
175,920
|
|
—
|
|
93,587
|
|
7,998,640
|
|
|
2015
|
|
794,231
|
|
175,000
|
|
13,092,000
|
|
—
|
|
703,035
|
|
—
|
|
338,498
|
|
15,102,764
|
|
Shane Sampson
Chief Marketing and Merchandising Officer |
|
2017
|
|
886,538
|
|
436,403
|
|
4,968,425
|
|
—
|
|
45,578
|
|
—
|
|
72,574
|
|
6,409,518
|
|
2016
|
|
800,000
|
|
473,200
|
|
—
|
|
—
|
|
175,920
|
|
—
|
|
31,934
|
|
1,481,054
|
|
|
2015
|
|
788,461
|
|
310,000
|
|
26,184,000
|
|
—
|
|
697,144
|
|
—
|
|
16,901
|
|
27,996,506
|
|
Anuj Dhanda
Executive Vice President and Chief Information Officer |
|
2017
|
|
586,538
|
|
292,134
|
|
3,399,980
|
|
—
|
|
25,115
|
|
—
|
|
144
|
|
4,303,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Reflects a
52
-week year ended
February 24, 2018
,
February 25, 2017
and
February 27, 2016
.
|
2.
|
Reflects retention bonuses and tax bonuses paid to the NEOs, as set forth in the table below. The retention bonuses for
fiscal 2017
,
fiscal 2016
and
fiscal 2015
are further described in "—Compensation Discussion and Analysis." Tax bonuses for
fiscal 2017
were paid to each of Messrs. Dimond, Denningham, Sampson and Dhanda in connection with the vesting of NEO Phantom Units as described in "—Compensation Discussion and Analysis."
|
Name
|
|
Fiscal Year (1)
|
|
Retention Bonus ($)
|
|
Tax Bonus ($)
|
Robert B. Dimond
|
|
2017
|
|
375,000
|
|
73,734
|
|
2016
|
|
375,000
|
|
95,200
|
|
|
2015
|
|
375,000
|
|
—
|
|
Wayne A. Denningham
|
|
2017
|
|
175,000
|
|
305,333
|
|
2016
|
|
175,000
|
|
154,133
|
|
|
2015
|
|
175,000
|
|
—
|
|
Shane Sampson
|
|
2017
|
|
310,000
|
|
126,403
|
|
2016
|
|
310,000
|
|
163,200
|
|
|
2015
|
|
310,000
|
|
—
|
|
Anuj Dhanda
|
|
2017
|
|
250,000
|
|
42,134
|
3.
|
Reflects the grant date fair value calculated in accordance with ASC 718. Reflects the Phantom Units granted to Mr. Dimond in fiscal 2015, to Mr. Denningham in fiscal 2017, fiscal 2016 and fiscal 2015, to Mr. Sampson in fiscal 2017 and fiscal 2016, and to Mr. Dhanda in fiscal 2017. The fair value of the Phantom Units is determined using an option pricing model, adjusted for lack of marketability and using an expected term or time to liquidity based on judgments made by management.
|
4.
|
Reflects amounts paid to the NEOs under ACI's bonus plan for the applicable fiscal year, as set forth in the table below:
|
Name
|
|
Fiscal Year (1)
|
|
Fiscal Quarterly Bonus ($)
|
|
Fiscal Year Annual Bonus ($)
|
Robert G. Miller
|
|
2017
|
|
102,928
|
|
—
|
|
2016
|
|
263,400
|
|
176,400
|
|
|
2015
|
|
572,317
|
|
1,200,000
|
|
Robert B. Dimond
|
|
2017
|
|
39,330
|
|
—
|
|
2016
|
|
92,190
|
|
61,740
|
|
|
2015
|
|
200,311
|
|
420,000
|
|
Wayne A. Denningham
|
|
2017
|
|
49,984
|
|
—
|
|
2016
|
|
105,360
|
|
70,560
|
|
|
2015
|
|
226,497
|
|
476,538
|
|
Shane Sampson
|
|
2017
|
|
45,578
|
|
—
|
|
2016
|
|
105,360
|
|
70,560
|
|
|
2015
|
|
224,067
|
|
473,077
|
|
Anuj Dhanda
|
|
2017
|
|
25,115
|
|
—
|
Name
|
|
Fiscal Year
(1)
|
|
Aircraft
($)(a)
|
|
Relocation
($)
|
|
Life Insurance ($)(b)
|
|
Other Payments ($)(c)
|
|
Financial/Tax Planning ($)
|
|
Makeup Plan Company Contribution ($)(d)
|
|
401(k) Plan Company Contribution ($)
|
|
Total
($)
|
Robert G. Miller
|
|
2017
|
|
448,942
|
|
—
|
|
125,000
|
|
—
|
|
—
|
|
116,508
|
|
9,000
|
|
699,450
|
|
2016
|
|
320,830
|
|
—
|
|
125,000
|
|
—
|
|
—
|
|
597,513
|
|
9,000
|
|
1,052,343
|
|
|
2015
|
|
304,351
|
|
—
|
|
125,000
|
|
—
|
|
—
|
|
475,446
|
|
8,750
|
|
913,547
|
|
Robert B. Dimond
|
|
2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,715
|
|
48,053
|
|
9,000
|
|
63,768
|
|
2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
53,616
|
|
—
|
|
53,616
|
|
|
2015
|
|
—
|
|
700,000
|
|
—
|
|
1,530,000
|
|
—
|
|
—
|
|
—
|
|
2,230,000
|
|
Wayne A. Denningham
|
|
2017
|
|
9,838
|
|
—
|
|
—
|
|
—
|
|
7,825
|
|
47,207
|
|
9,000
|
|
73,870
|
|
2016
|
|
37,969
|
|
—
|
|
—
|
|
—
|
|
7,800
|
|
38,818
|
|
9,000
|
|
93,587
|
|
|
2015
|
|
—
|
|
10,560
|
|
—
|
|
—
|
|
7,875
|
|
311,313
|
|
8,750
|
|
338,498
|
|
Shane Sampson
|
|
2017
|
|
5,698
|
|
—
|
|
—
|
|
—
|
|
6,065
|
|
51,811
|
|
9,000
|
|
72,574
|
|
2016
|
|
18,684
|
|
—
|
|
—
|
|
—
|
|
4,250
|
|
—
|
|
9,000
|
|
31,934
|
|
|
2015
|
|
1,766
|
|
6,385
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,750
|
|
16,901
|
|
Anuj Dhanda
|
|
2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
144
|
|
144
|
(a)
|
Represents the aggregate incremental cost to ACI for personal use of ACI's aircraft.
|
(b)
|
Reflects ACI's payment of premiums for a life insurance policy ACI maintains for Mr. Miller.
|
(c)
|
Reflects a one-time indemnification payment made to Mr. Dimond for compensation lost from his prior employer.
|
(d)
|
Reflects ACI's contributions to the NEO's Deferred Compensation Plan account in an amount equal to the excess of the amount ACI would contribute to the ACI 401(k) Plan as a company contribution on the NEO's behalf for the plan year without regard to any limitations imposed by the Code based on the NEO's compensation over the amount of ACI's actual contributions to the ACI 401(k) Plan for the plan year.
|
6.
|
Mr. Denningham retired from ACI effective February 24, 2018.
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1)
|
|
Estimated Future
Payouts Under Equity
Incentive Plan Awards
|
|
All Other Unit Awards:Number of Units (#)(2)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
|
Exercise or Base Price of Option Awards
($/Unit)
|
|
Grant Date Fair Value of Unit and Option Awards
($)(3)
|
||||||||
Name
|
|
Grant date
|
|
Threshold
($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold
($) |
|
Target
($) |
|
Maximum ($)
|
|
|
|
|
||||
Robert G. Miller
|
|
|
|
—
|
|
1,200,000
|
|
2,400,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Robert B. Dimond
|
|
|
|
—
|
|
465,000
|
|
930,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Wayne A. Denningham
|
|
|
|
|
|
600,000
|
|
1,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/19/2017
|
|
—
|
|
|
|
|
|
—
|
|
—
|
|
—
|
|
82,785
|
|
—
|
|
—
|
|
3,399,980
|
|
|
7/19/2017
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
132,456
|
|
|
|
|
|
4,968,425
|
|
Shane Sampson
|
|
|
|
|
|
540,000
|
|
1,080,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7/19/2017
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
132,456
|
|
|
|
|
|
4,968,425
|
|
Anuj Dhanda
|
|
2/28/2017
|
|
|
|
360,000
|
|
720,000
|
|
|
|
|
|
|
|
82,785
|
|
|
|
|
|
3,399,980
|
1
.
|
Amounts represent the range of annual cash incentive awards the NEO was potentially entitled to receive based on the achievement of performance goals for
fiscal 2017
under ACI's
2017
Bonus Plan as more fully described in "—Compensation Discussion and Analysis." The amounts actually paid are reported in the Non-Equity Incentive Plan column of the Summary Compensation table. Pursuant to the
2017
Bonus Plan, performance below a specific threshold will result in no payment with respect to that performance goal. Performance at or above the threshold will result in a payment from $0 up to the maximum bonus amounts reflected in the table.
|
2.
|
Represents Phantom Units granted to Mr. Denningham, as described in "—Compensation Discussion and Analysis."
|
3.
|
Reflects the grant date fair value of $41.07 per unit with respect to the Phantom Units granted to Mr. Denningham on April 19, 2017 and Mr. Dhanda on February 28, 2017, and $37.51 per unit with respect to the Phantom Units granted to Messrs. Denningham and Sampson on July 19, 2017, as calculated in accordance with ASC 718. The fair value of the Phantom Units is determined using an option pricing model, adjusted for lack of marketability and using an expected term or time to liquidity based on judgments made by management.
|
|
|
Option Awards
|
|
Unit Awards
|
|||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Units That Have Not Vested (#)
|
|
Market Value of Units That Have Not Vested ($)
|
|
Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested (#)(1)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested
($)(2)
|
|
Robert G. Miller
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
Robert B. Dimond
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
57,949
|
(3)
|
|
1,843,358
|
Wayne A.
Denningham
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
(4)
|
|
—
|
Shane Sampson
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
231,798
|
(5)
|
|
7,373,494
|
Anuj Dhanda
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
74,507
|
(6)
|
|
2,370,068
|
1.
|
Reflects the number of unvested Phantom Units held by the NEO.
|
2.
|
Based on a per unit price of $31.81,
the aggregate value of one investor incentive unit in each of Albertsons Investor and KIM ACI
as of
February 24, 2018
.
|
3.
|
Mr. Dimond's Phantom Units are subject to vesting on February 23, 2019, 50% subject to his continued employment through such date and 50% subject to both his continued employment through such date and ACI's achievement of performance targets for fiscal
2018
|
4.
|
Mr. Denningham forfeited his unvested Phantom Units upon his retirement on February 24, 2018.
|
5.
|
99,342 of Mr. Sampson's Phantom Units are subject to vesting on February 23, 2019, 50% subject to his continued employment through such date and 50% subject to both his continued employment through such date and ACI's achievement of performance targets for fiscal
2018
. 132,456 of Mr. Sampson's Phantom Units are subject to vesting on the date set forth in the table below with respect to the number of Phantom Units indicated, in each case subject 50% to his continued employment through such date and 50% to both his continued employment through such date and ACI's achievement of performance targets for the fiscal year in which such date occurs:
|
Vesting Date
|
|
Number of Phantom Units Subject to Vesting
|
July 19, 2018
|
|
10,928
|
July 19, 2019
|
|
10,928
|
July 19, 2020
|
|
11,259
|
July 19, 2021
|
|
99,341
|
6.
|
33,114 of Mr. Dhanda's Phantom Units are subject to vesting on February 23, 2019, 50% subject to his continued employment through such date and 50% subject to both his continued employment through such date and ACI's achievement of performance targets for fiscal
2018
. The remainder of Mr. Dhanda's Phantom Units will be subject to vesting in equal installments on February 29, 2020 and February 27, 2021, in each case subject 50% to his continued employment through such date and 50% to both his continued employment through such date and ACI's achievement of performance targets with respect to such fiscal year.
|
Name
|
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Units Acquired on Vesting (#)(1)
|
|
Value Realized on Vesting ($)(2)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
Robert G. Miller
|
|
—
|
|
—
|
|
—
|
|
—
|
Robert B. Dimond
|
|
—
|
|
—
|
|
57,949
|
|
1,843,358
|
Wayne A. Denningham
|
|
—
|
|
—
|
|
239,966
|
|
7,633,318
|
Shane Sampson
|
|
—
|
|
—
|
|
99,342
|
|
3,160,069
|
Anuj Dhanda
|
|
—
|
|
—
|
|
33,114
|
|
1,053,356
|
1.
|
Reflects the vesting of Phantom Units on
February 24, 2018
, as described in "—Compensation Discussion and Analysis".
|
2.
|
The value realized upon vesting of the Phantom Units is based on a per unit price of $31.81, the aggregate value of one investor incentive unit in each of Albertsons Investor and KIM ACI as of
February 24, 2018
.
|
Name
|
|
Executive Contributions in Last FY
($)(1)
|
|
Registrant Contributions in Last FY
($)(2)
|
|
Aggregate Earnings in Last FY
($)(3)
|
|
Aggregate Withdrawals/Distributions
($)
|
|
Aggregate Balance at Last FYE
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
Robert G. Miller
|
|
141,901
|
|
116,508
|
|
392,215
|
|
—
|
|
6,314,266
|
Robert B. Dimond
|
|
70,704
|
|
48,053
|
|
31,326
|
|
—
|
|
531,719
|
Wayne A. Denningham
|
|
58,855
|
|
47,207
|
|
380,221
|
|
—
|
|
2,540,764
|
Shane Sampson
|
|
53,899
|
|
51,811
|
|
39,593
|
|
—
|
|
258,992
|
Anuj Dhanda
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
1.
|
All executive contributions represent amounts deferred by each NEO under a Deferred Compensation Plan and are included as compensation in the Summary Compensation Table under "Salary," "Bonus" and "Non-Equity Incentive Plan Compensation."
|
2.
|
All registrant contributions are reported under "All Other Compensation" in the Summary Compensation Table.
|
3.
|
These amounts are not reported in the Summary Compensation Table as none of the earnings are based on interest above the market rate
.
|
•
|
transferred to, and assumed by, ACI;
|
•
|
amended and restated to reflect its assumption by ACI and related adjustments to outstanding Phantom Units in accordance with its provisions; and
|
•
|
renamed the "Albertsons Companies, Inc. Phantom Unit Plan".
|
•
|
the commission of a felony or a misdemeanor (excluding petty offenses) involving fraud, dishonesty or moral turpitude;
|
•
|
a participant's failure (other than as a result of incapacity due to mental or physical impairment) to perform his material duties;
|
•
|
acts of dishonesty resulting or intending to result in personal gain or enrichment at the expense of ACI, or its subsidiaries or affiliates;
|
•
|
a breach of any material written policy of ACI or its subsidiaries;
|
•
|
the failure to follow the lawful written directions of ACI's Chief Executive Officer, its Executive Chairman, the board of directors or the person to whom the participant reports;
|
•
|
conduct in connection with a participant's duties that is fraudulent, grossly negligent or otherwise materially injurious to ACI or its subsidiaries or affiliates; or
|
•
|
a breach of restrictive covenants under which the participant is subject.
|
Payments and Benefits
|
|
Death ($)
|
|
For Any Reason ($)
|
|
Without Cause or for Good Reason ($)
|
|||
Cash Payments
|
|
3,000,000
|
(1)
|
|
6,000,000
|
(2)
|
|
7,833,333
|
(3)
|
Total
|
|
3,000,000
|
|
|
6,000,000
|
|
|
7,833,333
|
|
(1)
|
Reflects cash payments of
$25,000
per month to Mr. Miller's spouse payable for a period of
10 years
following his termination due to death. Such payments would cease upon the death of Mr. Miller's spouse.
|
(2)
|
Reflects cash payments of $
50,000
per month to Mr. Miller payable for a period of
10 years
following his termination for any reason. In the event of his death following termination, such payments will cease and thereafter his surviving spouse will become entitled to cash payments of $
25,000
per month through the earlier of her death and the
10
-year anniversary of Mr. Miller's termination.
|
(3)
|
Reflects a lump sum cash payment equal to the sum of (a) $
50,000
per month to Mr. Miller payable for a period of
10 years
following his termination for any reason and (b) an amount equal to Mr. Miller's base salary for the remainder of the term of his employment under his employment agreement (11 months following
February 24, 2018
)
.
|
Payments and Benefits
|
|
Death ($)
|
|
For Cause or Without Good Reason
|
|
Without Cause or for Good Reason ($)
|
|
|
Cash Payments
|
|
193,750
|
(1)
|
|
—
|
|
2,480,000
|
(2)
|
Health Benefits
|
|
—
|
|
|
—
|
|
20,491
|
(3)
|
Total
|
|
193,750
|
|
|
—
|
|
2,500,491
|
|
(1)
|
Reflects a lump sum cash payment in an amount equal to 25% of Mr. Dimond's base salary.
|
(2)
|
Reflects a lump sum cash payment equal to the sum of Mr. Dimond's base salary plus target annual bonus, in each case for a period of 24 months.
|
(3)
|
Reflects the cost of reimbursement for up to 12 months of continuation of health coverage.
|
Payments and Benefits
|
|
Death ($)
|
|
For Cause or Without Good Reason
|
|
Without Cause or for Good Reason ($)
|
|
|
Cash Payments
|
|
150,000
|
(1)
|
|
—
|
|
1,800,000
|
(2)
|
Health Benefits
|
|
—
|
|
|
—
|
|
—
|
(3)
|
Total
|
|
150,000
|
|
|
—
|
|
1,800,000
|
|
(1)
|
Reflects a lump sum cash payment in an amount equal to 25% of Mr. Dhanda's base salary.
|
(2)
|
Reflects a lump sum cash payment equal to the sum of Mr. Dhanda's base salary plus target annual bonus, in each case for a period of 24 months.
|
(3)
|
Reflects the cost of reimbursement for up to 12 months of continuation of health coverage
.
|
Payments and Benefits
|
|
Death ($)
|
|
For Cause or Without Good Reason
|
|
Without Cause or for Good Reason ($)
|
||
Cash Payments
|
|
225,000
|
(1)
|
|
—
|
|
2,880,000
|
(2)
|
Health Benefits
|
|
—
|
|
|
—
|
|
19,305
|
(3)
|
Total
|
|
225,000
|
|
|
—
|
|
2,899,305
|
|
(1)
|
Reflects a lump sum cash payment in an amount equal to 25% of Mr. Sampson's base salary.
|
(2)
|
Reflects a lump sum cash payment equal to the sum of Mr. Sampson's base salary plus target annual bonus, in each case for a period of 24 months.
|
(3)
|
Reflects the cost of reimbursement for up to 12 months of continuation of health coverage.
|
NEO
|
|
Number of Vesting Phantom Units
|
|
Value of Vesting Performance Units ($)
|
|
Tax Bonus ($)
|
Robert B. Dimond
|
|
57,949
|
|
1,843,358
|
|
73,734
|
Shane Sampson
|
|
231,798
|
|
7,373,494
|
|
294,940
|
Anuj Dhanda
|
|
74,507
|
|
2,370,068
|
|
94,803
|
|
|
Shares of Common Stock Beneficially Owned
|
||||
Name of Beneficial Owner
|
|
Number of Shares
|
|
Percentage
|
||
Albertsons Investor Holdings LLC(1)
|
|
252,413,675
|
|
|
90.26
|
%
|
Kim ACI, LLC(2)
|
|
27,240,353
|
|
|
9.74
|
%
|
Directors:
|
|
—
|
|
|
—
|
%
|
Robert G. Miller
|
|
—
|
|
|
—
|
%
|
Dean S. Adler
|
|
—
|
|
|
—
|
%
|
Sharon L. Allen
|
|
—
|
|
|
—
|
%
|
Steven A. Davis
|
|
—
|
|
|
—
|
%
|
Kim Fennebresque
|
|
—
|
|
|
—
|
%
|
Lisa A. Gray
|
|
—
|
|
|
—
|
%
|
Hersch Klaff
|
|
—
|
|
|
—
|
%
|
Ronald Kravit
|
|
—
|
|
|
—
|
%
|
Alan Schumacher
|
|
—
|
|
|
—
|
%
|
Jay L. Schottenstein
|
|
—
|
|
|
—
|
%
|
Lenard B. Tessler
|
|
—
|
|
|
—
|
%
|
B. Kevin Turner
|
|
—
|
|
|
—
|
%
|
Scott Wille
|
|
—
|
|
|
—
|
%
|
Named Executive Officers:
|
|
—
|
|
|
—
|
%
|
Robert B. Dimond
|
|
—
|
|
|
—
|
%
|
Wayne A. Denningham
|
|
—
|
|
|
—
|
%
|
Shane Sampson
|
|
—
|
|
|
—
|
%
|
Anuj Dhanda
|
|
—
|
|
|
—
|
%
|
All directors and executive officers as a group(1)(2)
|
|
—
|
|
|
—
|
%
|
(23 Persons)
|
|
|
|
|
(1)
|
Albertsons Investor is held by a private investor group, including affiliates of Cerberus, Klaff Realty, L.P., Schottenstein Stores Corp., Lubert-Adler Partners, L.P., Kimco Realty Corporation and certain members of management. The address for Albertsons Investor is c/o Cerberus Capital Management, L.P., Attention: Lenard Tessler, Mark Neporent and Lisa Gray, 875 Third Avenue, New York, New York 10022.
|
(2)
|
KIM ACI, LLC is controlled indirectly by Kimco Realty Corporation. The address for KIM ACI, LLC is c/o Kimco Realty Corporation, Attention: Ray Edwards and Bruce Rubenstein, 3333 New Hyde Park Road, Suite 100, New Hyde Park, New York 10042.
|
Audit Fees
|
Fiscal
2017 |
|
Fiscal
2016 |
||||
Audit fees (1)
|
$
|
6.3
|
|
|
$
|
6.9
|
|
Audit-related fees (2)
|
3.9
|
|
|
3.2
|
|
||
Tax fees (3)
|
4.2
|
|
|
4.6
|
|
||
Other fees (4)
|
0.7
|
|
|
0.5
|
|
||
Total fees
|
$
|
15.1
|
|
|
$
|
15.2
|
|
|
|
Page
|
(a)1.
|
Financial Statements:
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
(a)2.
|
Financial Statement Schedules:
|
|
|
There are no Financial Statement Schedules included in this filing for the reason that they are not applicable or are not required or the information is included elsewhere in this Form 10-K.
|
(a)3.(b)
|
Exhibits:
|
|
|
|
|
Exhibit No.
|
Description
|
Filer
|
Date Filed
|
Form
|
Exhibit No.
|
2.1†
|
Albertsons Companies, LLC
|
2/20/2018
|
8-K
|
2.1
|
|
3.1
|
Albertsons Companies, Inc.
|
4/6/2018
|
S-4
|
3.1
|
|
3.2
|
Albertsons Companies, Inc.
|
3/1/2018
|
8-K15D5
|
3.2
|
|
4.1
|
Albertsons Companies, Inc.
|
3/1/2018
|
8-K15D5
|
10.1
|
|
4.2
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.1
|
|
4.3
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.4
|
|
4.4
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.5
|
|
4.5
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.6
|
|
4.6
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.7
|
Exhibit No.
|
Description
|
Filer
|
Date Filed
|
Form
|
Exhibit No.
|
4.7
|
Albertsons Companies, Inc.
|
4/6/2018
|
S-4
|
4.10
|
|
4.8
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.11
|
|
4.9
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.17
|
|
4.9.1
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.19
|
|
4.9.2
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.21
|
|
4.9.3
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.23
|
|
4.9.4
|
Albertsons Companies, Inc.
|
4/6/2018
|
S-4
|
4.12.4
|
|
4.9.5
|
Albertsons Companies, Inc.
|
4/6/2018
|
S-4
|
4.12.5
|
|
4.10
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.18
|
Exhibit No.
|
Description
|
Filer
|
Date Filed
|
Form
|
Exhibit No.
|
4.10.1
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.20
|
|
4.10.2
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.22
|
|
4.10.3
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
4.24
|
|
4.10.4
|
Albertsons Companies, Inc.
|
4/6/2018
|
S-4
|
4.13.4
|
|
4.10.5
|
Albertsons Companies, Inc.
|
4/6/2018
|
S-4
|
4.13.5
|
|
10.1
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
10.2
|
|
10.1.1
|
Albertsons Companies, Inc.
|
3/16/2018
|
8-K
|
10.1
|
|
10.2
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
10.1
|
Exhibit No.
|
Description
|
Filer
|
Date Filed
|
Form
|
Exhibit No.
|
10.2.1
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
10.3
|
|
10.2.2
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
10.4
|
|
10.2.3
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
10.21
|
|
10.2.4
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
10.22
|
|
10.2.5
|
Albertsons Companies, LLC
|
5/19/2017
|
S-4
|
10.23
|
|
10.2.6
|
Albertsons Companies, LLC
|
6/28/2017
|
S-4/A
|
10.24
|
Exhibit No.
|
Description
|
Filer
|
Date Filed
|
Form
|
Exhibit No.
|
10.16
|
Albertsons Companies, Inc.
|
5/9/2018
|
8-K
|
10.1
|
|
10.17
|
Albertsons Companies, LLC
|
9/29/2017
|
8-K
|
10.1
|
|
10.18†
|
Albertsons Companies, LLC
|
1/16/2018
|
10-Q
|
10.2
|
|
12.1
|
*
|
*
|
*
|
*
|
|
14.1
|
*
|
*
|
*
|
*
|
|
21.1
|
*
|
*
|
*
|
*
|
|
31.1
|
*
|
*
|
*
|
*
|
|
31.2
|
*
|
*
|
*
|
*
|
|
32.1
|
**
|
**
|
**
|
**
|
|
101.INS
|
XBRL Instance Document
|
*
|
*
|
*
|
*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
*
|
*
|
*
|
*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
*
|
*
|
*
|
*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
*
|
*
|
*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
*
|
*
|
*
|
*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
*
|
*
|
*
|
|
Albertsons Companies, Inc.
|
|
|
|
|
|
By:
|
/s/ Robert G. Miller
|
Name:
|
Robert G. Miller
|
|
Title:
|
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Robert G. Miller
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
May 11, 2018
|
Robert G. Miller
|
|
|
|
|
|
/s/ Robert B. Dimond
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
May 11, 2018
|
Robert B. Dimond
|
|
|
|
|
|
/s/ Robert B. Larson
|
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
|
May 11, 2018
|
Robert B. Larson
|
|
|
|
|
|
/s/ Dean S. Adler
|
Director
|
May 11, 2018
|
Dean S. Adler
|
|
|
|
|
|
/s/ Sharon L. Allen
|
Director
|
May 11, 2018
|
Sharon L. Allen
|
|
|
|
|
|
/s/ Steven A. Davis
|
Director
|
May 11, 2018
|
Steven A. Davis
|
|
|
|
|
|
/s/ Kim Fennebresque
|
Director
|
May 11, 2018
|
Kim Fennebresque
|
|
|
|
|
|
/s/ Lisa A. Gray
|
Director
|
May 11, 2018
|
Lisa A. Gray
|
|
|
|
|
|
/s/ Hersch Klaff
|
Director
|
May 11, 2018
|
Hersch Klaff
|
|
|
|
|
|
/s/ Ronald Kravit
|
Director
|
May 11, 2018
|
Ronald Kravit
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Alan Schumacher
|
Director
|
May 11, 2018
|
Alan Schumacher
|
|
|
|
|
|
/s/ Jay L. Schottenstein
|
Director
|
May 11, 2018
|
Jay L. Schottenstein
|
|
|
|
|
|
/s/ Lenard B. Tessler
|
Director
|
May 11, 2018
|
Lenard B. Tessler
|
|
|
|
|
|
/s/ B. Kevin Turner
|
Vice Chairman and Senior Advisor to the CEO
|
May 11, 2018
|
B. Kevin Turner
|
|
|
|
|
|
/s/ Scott Wille
|
Director
|
May 11, 2018
|
Scott Wille
|
|
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
|
Fiscal
2014 |
|
Fiscal
2013 |
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax (loss) income
|
$
|
(917.5
|
)
|
|
$
|
(463.6
|
)
|
|
$
|
(541.8
|
)
|
|
$
|
(1,378.6
|
)
|
|
$
|
1,140.5
|
|
Income from unconsolidated affiliates (1)
|
13.3
|
|
|
17.5
|
|
|
14.4
|
|
|
1.1
|
|
|
—
|
|
|||||
(Loss) income before tax and unconsolidated affiliate
|
(930.8
|
)
|
|
(481.1
|
)
|
|
(556.2
|
)
|
|
(1,379.7
|
)
|
|
1,140.5
|
|
|||||
Plus: fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense, net (2)
|
874.8
|
|
|
1,003.8
|
|
|
950.5
|
|
|
633.2
|
|
|
390.1
|
|
|||||
Capitalized interest
|
6.4
|
|
|
7.8
|
|
|
2.1
|
|
|
0.5
|
|
|
0.1
|
|
|||||
Portion of rent expense deemed to be interest
|
281.2
|
|
|
268.5
|
|
|
260.4
|
|
|
125.3
|
|
|
101.4
|
|
|||||
Interest income
|
6.8
|
|
|
3.9
|
|
|
7.4
|
|
|
1.4
|
|
|
1.6
|
|
|||||
Charges related to guarantee obligations
|
—
|
|
|
1.6
|
|
|
30.6
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges
|
1,169.2
|
|
|
1,285.6
|
|
|
1,251.0
|
|
|
760.4
|
|
|
493.2
|
|
|||||
Less: capitalized interest
|
(6.4
|
)
|
|
(7.8
|
)
|
|
(2.1
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|||||
Earnings:
|
$
|
232.0
|
|
|
$
|
796.7
|
|
|
$
|
692.7
|
|
|
$
|
(619.8
|
)
|
|
$
|
1,633.6
|
|
Fixed Charges:
|
$
|
1,169.2
|
|
|
$
|
1,285.6
|
|
|
$
|
1,251.0
|
|
|
$
|
760.4
|
|
|
$
|
493.2
|
|
Ratio of earnings to fixed charges (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
▪
|
Code of Business Conduct - a summary of the Program and certain policy areas covered by the Program
|
▪
|
Policies in the areas covered by the Program
|
▪
|
Training on policies
|
▪
|
Audits of training and policy compliance
|
▪
|
Hotline for reporting and questions
|
▪
|
The Office of Ethics & Compliance to administer the Program
|
▪
|
Have uniform, understandable Company-wide policies on issues of ethics and compliance that are clearly communicated and consistently followed;
|
▪
|
Provide appropriate, targeted training;
|
▪
|
Take appropriate steps to ensure the policies and training are being followed; and
|
▪
|
Provide a vehicle for, and appropriate handling of, employee reporting or questions on ethics and compliance issues.
|
1.
|
I, Robert G. Miller, certify that:
I have reviewed this Annual Report on Form 10-K of Albertsons Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Albertsons Companies, Inc.
(Registrant)
|
|
|
|
|
Date: May 11, 2018
|
By:
|
/s/ Robert G. Miller
|
|
|
Robert G. Miller
|
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
1.
|
I, Robert B. Dimond, certify that:
I have reviewed this Annual Report on Form 10-K of Albertsons Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Albertsons Companies, Inc.
(Registrant)
|
|
|
|
|
Date: May 11, 2018
|
By:
|
/s/ Robert B. Dimond
|
|
|
Robert B. Dimond
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Albertsons Companies, Inc.
(Registrant)
|
|
|
|
|
Date: May 11, 2018
|
By:
|
/s/ Robert G. Miller
|
|
|
Robert G. Miller
|
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
|
|
Albertsons Companies, Inc.
(Registrant)
|
|
|
|
|
|
By:
|
/s/ Robert B. Dimond
|
|
|
Robert B. Dimond
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
|