|
5411 |
47-4376911 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Stuart D. Freedman, Esq. Antonio L. Diaz-Albertini, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Phone: (212) 756-2000 Fax: (212) 593-5955 |
William J. Miller, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 10005 Phone: (212) 701-3000 Fax: (212) 378-2500 |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
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☒ |
Smaller reporting company |
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Emerging growth company |
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Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee(3)(4) | ||
Class A common stock, par value $0.01 per share |
$100,000,000 |
$12,980 (5) | ||
(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) |
Includes the aggregate offering price of additional shares that the underwriters have the option to purchase from the registrant. |
(3) |
Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. |
(4) |
An aggregate registration fee of $11,620 in respect of shares of the registrant’s common stock was previously paid on July 8, 2015 in connection with the registration statement on Form S-1 (No. 333-205546). Additionally, an aggregate registration fee of $202,188 in respect of shares of the registrant’s common stock was previously paid on September 25, 2015 in connection with Pre-Effective Amendment No. 2 to the registration statement on Form S-1 (No. 333-205546). Additionally, an aggregate registration fee of $13,091 in respect of shares of the registrant’s common stock was previously paid on October 2, 2015 in connection with Pre-Effective Amendment No. 3 to the registration statement on Form S-1 (No. 333-205546). Thus, the aggregate filing fee associated with the registrant in connection with the registration statement on Form S-1 (No. 333-205546) was $226,899. The registrant withdrew the registration statement on Form S-1 (No. 333-205546) by filing a Form RW on April 6, 2018. The withdrawn registration statement on Form S-1 (No. 333-205546) was not declared effective, and no securities were sold thereunder. Pursuant to Rule 457(p), the registrant utilized $225,641 previously paid in connection with the withdrawn registration statement on Form S-1 to offset the filing fee in respect of shares of the registrant’s common stock in connection with the registration statement on Form S-4 (No. 333-224169) filed with the Securities and Exchange Commission on April 6, 2018. The registrant terminated the offering and, on August 9, 2018, filed a Post-Effective Amendment No. 1 to Form S-4 (No. 333-224169), which Post-Effective Amendment No. 1 to Form S-4 was declared effective on August 14, 2018, to deregister any and all securities registered but unsold or otherwise unissued under the registration statement on Form S-4. Pursuant to Rule 457(p), the registrant hereby offsets $226,899 of the filing fee previously paid in connection with the withdrawn registration statement on Form S-1, of which $225,641 was used to offset the filing fee paid in connection with the terminated offering pursuant to the registration statement on Form S-4, against the filing fee for this registration statement on Form S-1. |
(5) |
Previously paid. |
Per Share |
Total |
|||||||
Initial public offering price |
$ | |
$ | |
||||
Underwriting discounts and commissions(1) |
$ | $ | ||||||
Proceeds to selling stockholders(1) |
$ | |
$ | |
(1) | See “Underwriting” for additional information regarding underwriting compensation. |
BofA Securities |
Goldman Sachs & Co. LLC |
J.P. Morgan |
Citigroup |
Credit Suisse |
Morgan Stanley |
Wells Fargo Securities |
Barclays |
Deutsche Bank Securities |
BMO Capital Markets |
Evercore ISI |
Guggenheim Securities |
Oppenheimer & Co. |
RBC Capital Markets |
Telsey Advisory Group |
MUFG |
Academy Securities |
Blaylock Van, LLC |
vi |
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25 |
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51 |
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53 |
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54 |
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55 |
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57 |
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58 |
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60 |
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82 |
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100 |
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111 |
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136 |
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141 |
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145 |
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152 |
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160 |
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166 |
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174 |
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178 |
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184 |
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184 |
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184 |
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F- 1 |
• | “ACI” refers to Albertsons Companies, Inc., a Delaware corporation; |
• | “ACI Institutional Investors” refers to Klaff Realty, L.P., Schottenstein Stores Corp., Lubert-Adler Real Estate Management Company, L.P. (“Lubert-Adler Management”) and Kimco Realty Corporation, and each of their respective controlled affiliates and investment funds; |
• | “Albertsons” refers to Albertson’s LLC, a Delaware limited liability company and a wholly-owned subsidiary of ACI; |
• | “Cerberus” refers to Cerberus Capital Management, L.P., a Delaware limited partnership, and investment funds and accounts managed by it and its affiliates; |
• | “Code” refers to the Internal Revenue Code of 1986, as amended; |
• | “Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended; |
• | “GAAP” refers to accounting principles generally accepted in the United States of America; |
• | “NALP” refers to New Albertsons L.P., a Delaware limited partnership and a wholly-owned subsidiary of ACI; |
• | “Safeway” refers to Safeway Inc., a Delaware corporation and a wholly-owned subsidiary of ACI; |
• | “SEC” refers to the Securities and Exchange Commission; |
• | “Securities Act” refers to the U.S. Securities Act of 1933, as amended; |
• | “Sponsors” refers to Cerberus, the ACI Institutional Investors and their respective controlled affiliates and investment funds; and |
• | “we,” “our” and “us” refers to ACI and its direct or indirect subsidiaries. |
• | Non-GAAP Measures do not reflect certain one-time or non-recurring cash costs to achieve anticipated synergies; |
• | Non-GAAP Measures do not reflect changes in, or cash requirements for, our working capital needs; |
• | EBITDA and Adjusted EBITDA do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt; |
• | EBITDA and Adjusted EBITDA do not reflect income taxes or the cash payments related to income tax obligations; |
• | Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA and, with respect to acquired intangible assets, Adjusted Net Income, do not reflect any cash requirements for such replacements; |
• | Non-GAAP Measures are adjusted for certain non-recurring and non-cash income or expense items that are reflected in our statements of operations; |
• | Non-GAAP Measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; and |
• | Other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. |
• | Easy well-thought-out initiatives underway that seek to make the Albertsons shopping experience easier and more convenient for our existing customers and appealing to new customers. We are leveraging our exceptional store footprint to provide a full suite of omni-channel offerings, including Drive Up & Go curbside pickup and home delivery. We are working to make the in-store shopping experience quicker and easier through initiatives such as faster checkout and improved in-store navigation. These capabilities are further enhanced through targeted technology investments and partnerships like the ones we have announced with Glympse for location sharing of store pickup and home delivery orders and Takeoff Technologies for automated micro-fulfillment to support our eCommerce efforts. We also seek to simplify the many food-related choices our customers face daily by offering efficient, comprehensive solutions such as meal planning, shopping list creation and prepared foods. |
• | Exciting best-in-class fresh offerings encompass value-added organic, local and seasonal products. Examples include daily fresh-cut fruit and vegetables, customized meat cuts and seafood varieties, made-from-scratch bakery items, convenient prepared meal solutions, deli offerings and beautiful floral designs. In many locations, we also provide attractive specialty offerings, including curated wine selections and artisan cheese shops. We feature a localized assortment that is customized to individual markets, like our Santa Monica Seafood in Southern California and our Hatch Chile salsa in Arizona. We continue to |
innovate with our Own Brands Own Brands O Organics Own Brands |
• | Friendly non-customer-facing areas of our stores, freeing up our associates to do more of what they love: serving shoppers and providing a great customer experience. |
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Identical Sales |
Net Income ($mm) |
Adj. EBITDA ($mm) | ||
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• | Well-Known Banners |
• | Prime Locations First-and-Main locations, providing our customers with exceptional convenience. Our owned and ground leased stores and distribution centers, which represent approximately 39% of our store and distribution base, have an aggregate appraised value of $11.2 billion. |
• | Strong Market Share and Local Market Density coronavirus ( COVID-19) pandemic and the strength of our supply chain. |
• | Highly Attractive Markets one-third of the U.S. population and approximately 45% of U.S. GDP. In 60% of the 121 MSAs in which we operate, the projected population growth over the next five years, in aggregate, exceeds the national average by over 60%. |
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• Currently available in approximately 650 locations, with plans to grow to 1,600 locations in the next two years • Easy-to-use mobile app • Convenient, well-signed, curbside pickup |
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• First launched home delivery services in 2001 • Provide home delivery using our own “white glove” delivery service in approximately 60% of our stores • Operate over 1,000 multi-temperature delivery trucks to support home delivery growth • Successful roll out of new eCommerce website and mobile applications to all divisions |
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• Launched rush delivery in 2017 with Instacart • Delivery within one to two hours in all divisions and covering over 2,000, or nearly 90%, of our stores offered in collaboration with third parties • Partnership with Grubhub and Uber Eats adds delivery offerings for our prepared and ready-to-eat options from our stores |
• | Achieve More Identical Sales Growth From Our Stores |
• | Merchandising Excellence Exciting re-merchandised more than 850 stores and plan to expand this successful program. |
• | Pricing and Promotions |
• | Operating Excellence in-store efficiency by using technology to optimize labor and improve in-stock and display execution, resulting in enhanced store productivity and customer satisfaction. A number of these initiatives are already underway. In stores where we have introduced computer-assisted ordering and production systems, for example, we have seen a meaningful uplift in sales and improved levels of in-stocks, inventory and shrink. |
• | Culture of Exceptional Service in-store technology to achieve labor efficiencies through the automation of non-customer-facing tasks. We expect this effort to provide our associates more time to better serve customers, enhancing the shopping experience and driving purchase frequency, larger basket size, customer satisfaction and retention. |
• | Targeted Store Remodels Easy Exciting Friendly |
• | Drive Incremental eCommerce Growth: easy-to-use and fully-integrated digital experience. We are improving our mobile applications to enable more personalized rewards and services like advanced basket-building tools and product, meal and recipe recommendations. We are further integrating our digital and in-store models to better drive existing customer engagement and new customer trial for our own and third-party delivery. |
• | Accelerate Own Brand Penetration Own Brands Own Brands Own Brands |
• | Increase Customer Engagement and Lifetime Value: just for U just for U |
• | Enhancing Store and DC Operations: non-customer-facing tasks and drive labor productivity. For example, we are working to roll out enhanced demand forecasting and replenishment systems to improve operating efficiency, reduce product waste and optimize labor and inventory levels. We expect to scale these opportunities across the business quickly and efficiently. |
• | Leveraging Scale to Buy Better: |
• | Increasing Promotional Effectiveness: |
• | Leveraging G&A: . |
• | Customers: check-out processes and improve our at-store pickup experience. For example, we are partnering with Adobe to provide an artificial intelligence-powered solution to personalize the website and mobile application experience. This will enable the customer to see personalized products and information as they browse homepages, categories and product detail pages. |
• | Store Operations: out-of-stocks, inventory, and shrink. |
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• | Merchandising |
• | Supply Chain: |
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• | coronavirus ( COVID-19 ) related factors, risks and challenges, including among others, the length of time that the pandemic continues, the temporary inability of customers to shop due to illness, quarantine, or other travel restrictions or financial hardship, shifts in demand away from discretionary or higher priced products to lower priced products, or stockpiling or similar pantry-filling activities, reduced workforces which may be caused by, but not limited to, the temporary inability of the workforce to work due to illness, quarantine, or government mandates, potential shortages in supply, or temporary store closures due to reduced workforces or government mandates; |
• | the competitive nature of the industry in which we conduct our business; |
• | 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 market; |
• | our ability to increase identical sales, expand our Own Brands |
• | our ability to expand or grow our home delivery network and Drive Up & Go curbside pickup services; |
• | pricing pressures and competitive factors, which could include pricing strategies, store openings, remodels or acquisitions by our competitors; |
• | labor costs, including benefit plan costs and severance payments, or labor disputes that may arise from time to time and work stoppages that could occur in areas where certain collective bargaining agreements have expired or are on indefinite extensions or are scheduled to expire in the near future; |
• | disruptions in our manufacturing facilities’ or distribution centers’ operations, disruption of significant supplier relationships, or disruptions to our produce or product supply chains; |
• | results of any ongoing litigation in which we are involved or any litigation in which we may become involved; |
• | data privacy and security, the failure of our IT systems, or maintaining, expanding or upgrading existing systems or implementing new systems; |
• | the effects of government regulation and legislation, including healthcare reform; |
• | our ability to raise additional capital to finance the growth of our business, including to fund acquisitions; |
• | our ability to service our debt obligations, and restrictions in our debt agreements; |
• | risks related to the Convertible Preferred Stock, the Investor Exchange Right and the impact it may have on our common stock; |
• | the impact of private and public third-party payers’ continued reduction in prescription drug reimbursements and the ongoing efforts to limit participation in payor networks, including through mail order; |
• | plans for future growth and other business development activities; |
• | our ability to realize anticipated savings from our implementation of cost reduction and productivity initiatives; |
• | changes in tax laws or interpretations that could increase our consolidated tax liabilities; and |
• | competitive pressures in all markets in which we operate. |
• | Increased the frequency of how often we clean and disinfect all departments, restrooms, and other high-touch points of our stores, including check stands and service counters, and hourly disinfecting of high-touch areas. This is in addition to our rigorous food safety and sanitations programs already in place. |
• | Installed cart wipes and hand sanitizer stations in key locations within stores. |
• | Adjusted store hours in certain stores to give store teams the time they need to rest, restock shelves and clean and disinfect. |
• | Reserved special times for seniors and other vulnerable shoppers who must leave home to obtain their groceries. |
• | Installed plexiglass in our checkout lanes in all stores to serve as a protective barrier at the check stand. |
• | Secured masks and gloves for our front-line employees. |
• | Limited store occupancy to ensure proper social distancing during all hours, and further limited occupancy during times reserved for our most vulnerable customers to improve safety. |
• | Responded to increased demand for our eCommerce offerings by hiring additional pickers and drivers, and also simplified eCommerce offerings to focus on the products that are most in demand. |
• | Instituted “contact-free” delivery procedures for home delivery and Drive Up & Go. |
• | Announced a temporary increase in pay for all front-line associates of $2 per hour for every hour that they work beginning March 15, 2020 in recognition of their significant efforts. |
• | Increased hiring since the beginning of fiscal 2020, partnering with more than 35 companies to help keep Americans working, and now have approximately 310,000 associates. |
• | Announced a commitment of $50 million to hunger relief and previously launched a major fundraiser to help feed families in need during the coronavirus ( COVID-19 ) pandemic and to help ensure that they get the food they need. |
Common stock outstanding | shares (excluding 49,040,250 shares initially issuable upon conversion of the Convertible Preferred Stock) |
Common stock offered by the selling stockholders | shares |
Option to purchase additional shares of common stock | The selling stockholders have granted to the underwriters a 30-day option to purchase up to additional shares of our common stock at the initial public offering price less the underwriting discount and commissions. |
Use of proceeds | We will not receive any net proceeds from the sale of common stock by the selling stockholders, including from any exercise by the underwriters of their option to purchase additional shares of our common stock from the selling stockholders. |
Dividend Policy | Effective fiscal 2020, we have established a dividend policy pursuant to which we intend to pay a dividend on our common stock in an amount of $ per share (or $ per annum in the aggregate), starting with the first full quarter following completion of this offering. Our board of directors may change or eliminate the payment of future dividends to our common stockholders at its discretion, without notice to our stockholders. Any future determination relating to our dividend policy will be made at the sole discretion of our board of directors and will depend on a number of factors, including general and economic conditions, industry standards, our financial condition and operating results, our available cash and current and anticipated cash needs, restrictions under the documentation governing certain of our indebtedness, including our ABL Facility and ACI Notes (as defined herein), capital requirements, regulations, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. So long as any shares of our Convertible Preferred Stock remain outstanding, no dividend or distribution may be declared or paid on our common stock unless all accrued and unpaid dividends have been paid on our Convertible Preferred Stock, subject to exceptions such as dividends on our common stock payable solely in shares of our common stock. See “Dividend Policy.” |
Lock-Up Agreements |
Prior to the closing of this offering, certain Pre-IPO Stockholders and the Preferred Investors will deliver a lock-up agreement to us. Pursuant to the lock-up agreements, for a period of six months after the closing of this offering the Pre-IPO Stockholders and the Preferred Investors will agree, subject to certain exceptions, that they will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of |
Risk Factors | You should carefully read and consider the information set forth in the section entitled “Risk Factors” beginning on page 25, together with all of the other information set forth in this prospectus, before deciding whether to invest in our common stock. |
Proposed NYSE trading symbol | “ACI.” |
Directed Share Program | At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the shares offered by this prospectus for sale within the United States to some of our directors, officers, employees, business associates and related persons. If these persons purchase reserved shares, it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. |
(dollars in millions, except per share data) |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
Fiscal 2016 |
Fiscal 2015 |
|||||||||||||||
Results of Operations: |
||||||||||||||||||||
Net sales and other revenue |
$ | 62,455 |
$ | 60,535 |
$ | 59,925 |
$ | 59,678 |
$ | 58,734 |
||||||||||
Gross profit |
$ | 17,594 |
$ | 16,895 |
$ | 16,361 |
$ | 16,641 |
$ | 16,062 |
||||||||||
Selling and administrative expenses |
16,642 |
16,272 |
16,209 |
16,072 |
15,600 |
|||||||||||||||
(Gain) loss on property dispositions and impairment losses, net |
(485 |
) | (165 |
) | 67 |
(39 |
) | 103 |
||||||||||||
Goodwill impairment |
— |
— |
142 |
— |
— |
|||||||||||||||
Operating income (loss) |
1,437 |
788 |
(57 |
) | 608 |
359 |
||||||||||||||
Interest expense, net |
698 |
831 |
875 |
1,004 |
951 |
|||||||||||||||
Loss (gain) on debt extinguishment |
111 |
9 |
(5 |
) | 112 |
— |
||||||||||||||
Other expense (income), net |
29 |
(104 |
) | (9 |
) | (44 |
) | (50 |
) | |||||||||||
Income (loss) before income taxes |
599 |
52 |
(918 |
) | (464 |
) | (542 |
) | ||||||||||||
Income tax expense (benefit) |
133 |
(79 |
) | (964 |
) | (90 |
) | (40 |
) | |||||||||||
Net income (loss) |
$ | 466 |
$ | 131 |
$ | 46 |
$ | (374 |
) | $ | (502 |
) | ||||||||
Other Financial Data: |
||||||||||||||||||||
Adjusted EBITDA(1) |
$ | 2,834 |
$ | 2,741 |
$ | 2,398 |
$ | 2,817 |
$ | 2,681 |
||||||||||
Adjusted Net Income(1) |
612 |
435 |
74 |
378 |
365 |
|||||||||||||||
Rent expense(2)(3) |
1,023 |
864 |
844 |
806 |
781 |
|||||||||||||||
Capital expenditures |
1,475 |
1,362 |
1,547 |
1,415 |
960 |
|||||||||||||||
Net cash provided by operating activities |
1,904 |
1,688 |
1,019 |
1,814 |
902 |
|||||||||||||||
Adjusted Free Cash Flow(1) |
1,359 |
1,379 |
851 |
1,402 |
1,721 |
|||||||||||||||
Net Debt(1) |
8,244 |
9,660 |
11,206 |
11,119 |
11,646 |
(dollars in millions, except per share data) |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
Fiscal 2016 |
Fiscal 2015 |
|||||||||||||||
Other Operating Data: |
||||||||||||||||||||
Identical sales(a) |
2.1 |
% | 1.0 |
% | (1.3 |
)% | (0.4 |
)% | 4.4 |
% | ||||||||||
Store count (at end of fiscal period) |
2,252 |
2,269 |
2,318 |
2,324 |
2,271 |
|||||||||||||||
Gross square footage (at end of fiscal period) (in millions) |
112 |
113 |
115 |
115 |
113 |
|||||||||||||||
Fuel sales |
$ | 3,430 |
$ | 3,456 |
$ | 3,105 |
$ | 2,693 |
$ | 2,955 |
||||||||||
Balance Sheet Data (at end of period): |
||||||||||||||||||||
Cash and equivalents |
$ | 471 |
$ | 926 |
$ | 670 |
$ | 1,219 |
$ | 580 |
||||||||||
Total assets(3) |
24,735 |
20,777 |
21,812 |
23,755 |
23,770 |
|||||||||||||||
Total stockholders’ / member equity(3) |
2,278 |
1,451 |
1,398 |
1,371 |
1,613 |
|||||||||||||||
Total debt, including finance leases |
8,715 |
10,586 |
11,876 |
12,338 |
12,226 |
|||||||||||||||
Per Share Data: |
||||||||||||||||||||
Basic and diluted net income (loss) per common share |
$ | 1.67 |
$ | 0.47 |
$ | 0.17 |
$ | (1.33 |
) | $ | (1.80 |
) | ||||||||
Pro forma net income per common share(4) |
$ | 1.40 |
||||||||||||||||||
Basic and diluted weighted-average common shares outstanding (in millions) |
280 |
280 |
280 |
280 |
280 |
|||||||||||||||
Pro forma weighted average common shares outstanding(4) |
231 |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
Fiscal 2016 |
Fiscal 2015 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Q4’19 |
Q3’19 |
Q2’19 |
Q1’19 |
Q4’18 |
Q3’18 |
Q2’18 |
Q1’18 |
Q4’17 |
Q3’17 |
Q2’17 |
Q1’17 |
Q4’16 |
Q3’16 |
Q2’16 |
Q1’16 |
Q4’15 |
Q3’15 |
Q2’15 |
Q1’15 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) Quarterly Identical Sales |
1.8 |
% | 2.7 |
% | 2.4 |
% | 1.5 |
% | 1.1 |
% | 1.9 |
% | 1.0 |
% | 0.2 |
% | 0.6 |
% | (1.8 |
)% | (1.8 |
)% | (2.1 |
)% | (3.3 |
)% | (2.1 |
)% | 0.1 |
% | 2.9 |
% | 4.7 |
% | 5.1 |
% | 4.5 |
% | 4.3 |
% |
(1) | Adjusted EBITDA is a Non-GAAP Measure defined as earnings (net income (loss)) before interest, income taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not consider in assessing ongoing performance. Adjusted Net Income is a Non-GAAP Measure defined as net income (loss) adjusted to eliminate the effects of items management does not consider in assessing ongoing performance. We define Adjusted Free Cash Flow as Adjusted EBITDA less capital expenditures. Net Debt is defined as total debt (which includes finance lease obligations and is net of deferred financing costs and original issue discount) minus cash and cash equivalents. |
(dollars in millions) |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
Fiscal 2016 |
Fiscal 2015 |
|||||||||||||||
Net income (loss) |
$ | 466 |
$ | 131 |
$ | 46 |
$ | (374 |
) | $ | (502 |
) | ||||||||
Adjustments: |
||||||||||||||||||||
Loss (gain) on interest rate and commodity hedges, net |
51 |
(1 |
) | (6 |
) | (7 |
) | 16 |
||||||||||||
Facility closures and related transition costs(a) |
18 |
13 |
12 |
23 |
25 |
|||||||||||||||
Integration costs(b) |
37 |
186 |
156 |
144 |
125 |
|||||||||||||||
Acquisition-related costs(c) |
24 |
74 |
62 |
70 |
217 |
|||||||||||||||
Equity-based compensation expense |
33 |
48 |
46 |
53 |
98 |
|||||||||||||||
(Gain) loss on property dispositions and impairment losses, net |
(485 |
) | (165 |
) | 67 |
(39 |
) | 103 |
||||||||||||
Goodwill impairment |
— |
— |
142 |
— |
— |
|||||||||||||||
LIFO expense (benefit) |
18 |
8 |
3 |
(8 |
) | 30 |
||||||||||||||
Amortization and write-off of original issue discount, deferred financing costs and loss on extinguishment of debt |
185 |
72 |
67 |
253 |
82 |
|||||||||||||||
Collington acquisition(d) |
— |
— |
— |
79 |
— |
|||||||||||||||
Amortization of intangible assets resulting from acquisitions |
274 |
326 |
422 |
404 |
377 |
|||||||||||||||
Other(e) |
39 |
(53 |
) | 66 |
45 |
45 |
||||||||||||||
Effect of ACI Reorganization Transactions, Tax Act and reversal of valuation allowance |
— |
(57 |
) | (750 |
) | — |
— |
|||||||||||||
Tax impact of adjustments to Adjusted Net Income(f) |
(48 |
) | (147 |
) | (259 |
) | (265 |
) | (251 |
) | ||||||||||
Adjusted Net Income |
$ |
612 |
$ |
435 |
$ |
74 |
$ |
378 |
$ |
365 |
(dollars in millions) |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
Fiscal 2016 |
Fiscal 2015 |
|||||||||||||||
Adjustments: |
||||||||||||||||||||
Tax impact of adjustments to Adjusted Net Income(f) |
48 |
147 |
259 |
265 |
251 |
|||||||||||||||
Effect of tax restructuring, tax reform, and reversal of valuation allowance |
— |
57 |
750 |
— |
— |
|||||||||||||||
Income tax expense (benefit) |
133 |
(79 |
) | (964 |
) | (90 |
) | (40 |
) | |||||||||||
Amortization and write-off of original issue discount, deferred financing costs and loss on extinguishment of debt |
(185 |
) | (72 |
) | (67 |
) | (253 |
) | (82 |
) | ||||||||||
Interest expense, net |
698 |
831 |
875 |
1,004 |
951 |
|||||||||||||||
Loss (gain) on debt extinguishment |
111 |
9 |
(5 |
) | 112 |
— |
||||||||||||||
Amortization of intangible assets resulting from acquisitions |
(274 |
) | (326 |
) | (422 |
) | (404 |
) | (377 |
) | ||||||||||
Depreciation and amortization |
1,691 |
1,739 |
1,898 |
1,805 |
1,613 |
|||||||||||||||
Adjusted EBITDA |
$ |
2,834 |
$ |
2,741 |
$ |
2,398 |
$ |
2,817 |
$ |
2,681 |
||||||||||
Net cash provided by operating activities |
$ | 1,904 |
$ | 1,688 |
$ | 1,019 |
$ | 1,814 |
$ | 902 |
||||||||||
Income tax expense (benefit) |
133 |
(79 |
) | (964 |
) | (90 |
) | (40 |
) | |||||||||||
Deferred income taxes |
6 |
82 |
1,094 |
220 |
90 |
|||||||||||||||
Interest expense, net |
698 |
831 |
875 |
1,004 |
951 |
|||||||||||||||
Operating lease right-of-use assets amortization |
(570 |
) | — |
— |
— |
— |
||||||||||||||
Changes in operating assets and liabilities |
576 |
(176 |
) | 222 |
(252 |
) | 467 |
|||||||||||||
Amortization and write-off of deferred financing costs |
(40 |
) | (43 |
) | (56 |
) | (84 |
) | (69 |
) | ||||||||||
Pension and post-retirement (income) expense, net of contributions |
13 |
175 |
23 |
(84 |
) | (7 |
) | |||||||||||||
Integration costs |
37 |
186 |
156 |
144 |
125 |
|||||||||||||||
Acquisition-related costs |
24 |
74 |
62 |
70 |
217 |
|||||||||||||||
Collington acquisition |
— |
— |
— |
79 |
— |
|||||||||||||||
Other adjustments |
53 |
3 |
(33 |
) | (4 |
) | 45 |
|||||||||||||
Adjusted EBITDA |
2,834 |
2,741 |
2,398 |
2,817 |
2,681 |
|||||||||||||||
Less: capital expenditures |
1,475 |
1,362 |
1,547 |
1,415 |
960 |
|||||||||||||||
Adjusted Free Cash Flow |
$ |
1,359 |
$ |
1,379 |
$ |
851 |
$ |
1,402 |
$ |
1,721 |
||||||||||
(a) | Includes costs related to facility closures and the transition to our decentralized operating model. Fiscal 2019 includes closure costs related to the discontinuation of our meal kit subscription delivery operations in the third quarter. |
(b) | Related to conversion activities and related costs associated with integrating acquired businesses, primarily the Safeway acquisition. |
(c) | Includes expenses related to acquisition and financing activities, including management fees of $13.8 million in each year through fiscal 2019. Fiscal 2018 includes acquisition costs related to the mutually terminated merger with Rite Aid Corporation. Fiscal 2016 and fiscal 2015 include adjustments to tax indemnification assets of $12.3 million and $30.8 million, respectively. Fiscal 2015 also includes losses of $44.2 million related to acquired contingencies in connection with the Safeway acquisition. |
(d) | Fiscal 2016 includes a charge to pension expense, net related to the settlement of a pre-existing contractual relationship and assumption of the pension plan related to the acquisition of Collington Services, LLC (“Collington”) from C&S Wholesale Grocers, Inc. during the first quarter of fiscal 2016. |
(e) | Primarily includes non-cash lease-related adjustments and lease-related costs for surplus and closed stores. Also includes net realized and unrealized (gains) losses on non-operating investments, certain legal and regulatory accruals and settlements, net, changes in the fair value of the contingent value rights, changes in our equity investment in Casa Ley, S.A. de C.V. (“Casa Ley”) (disposed of in the fourth quarter of fiscal 2017), foreign currency translation (losses) gains, adjustments to contingent consideration and costs related to our planned initial public offerings. |
(f) | The tax impact was determined based on the taxable status of the subsidiary to which each of the above adjustments relate. |
(2) | Represents rent expense on operating leases, including contingent rent expense. |
(3) | We adopted ASU 2016-02, Leases (Topic 842), and related amendments as of February 24, 2019 under the modified retrospective approach and, therefore, have not revised comparative periods. Under Topic 842, leases historically classified as capital leases are now referred to as finance leases. |
(4) | Fiscal 2019 unaudited pro forma net income per common share reflects the effect of the dividend requirement associated with the Convertible Preferred Stock and the Repurchase as if the sale and issuance of the Convertible Preferred Stock and the Repurchase had taken place on February 24, 2019, the first day of fiscal 2019. Unaudited pro forma net income per common share is calculated using the two-class method. Under the two-class method, net income is allocated between common shares and participating securities based on dividend rights, including participating rights, in undistributed earnings as if all the earnings for the reporting period had been distributed. The shares of Convertible Preferred Stock are participating securities because the holders thereof are entitled to receive dividends or distributions on an as converted basis, including if the common stock dividends exceed $206.25 million per fiscal year. Fiscal 2019 historical net income was reduced by $143.0 million to reflect the $118.1 million dividend requirement and a $24.9 million allocation of undistributed earnings to the participating securities. Unaudited pro forma weighted average common shares used in computing unaudited pro forma net income per common share gives effect to the reduction of 49,040,413 common shares in the Repurchase. |
• | transaction litigation; |
• | a failure of our due diligence process to identify significant risks or issues; |
• | the loss of customers of the acquired company or our Company; |
• | negative impact on the brands or banners of the acquired company or our Company; |
• | a failure to maintain or improve the quality of customer service; |
• | difficulties assimilating the operations and personnel of the acquired company; |
• | our inability to retain key personnel of the acquired company; |
• | the incurrence of unexpected expenses and working capital requirements; |
• | our inability to achieve the financial and strategic goals, including synergies, for the combined businesses; and |
• | difficulty in maintaining internal controls, procedures and policies. |
• | increase our vulnerability to general adverse economic and industry conditions; |
• | 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; |
• | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; |
• | place us at a competitive disadvantage compared to our competitors that have less debt; and |
• | limit our ability to borrow additional funds. |
• | sales of assets; |
• | sales of equity; or |
• | negotiations with our lenders to restructure the applicable debt. |
• | incur additional indebtedness or provide guarantees in respect of obligations of other persons; |
• | pay dividends on, repurchase or make distributions to our owners or make other restricted payments or make certain investments; |
• | prepay, redeem or repurchase debt; |
• | make loans, investments and capital expenditures; |
• | sell or otherwise dispose of certain assets; |
• | incur liens; |
• | engage in sale leaseback transactions; |
• | restrict dividends, loans or asset transfers from our subsidiaries; |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; |
• | enter into a new or different line of business; and |
• | enter into certain transactions with our affiliates. |
• | the failure of securities analysts to cover our common stock after this offering, or changes in financial estimates by analysts; |
• | changes in, or investors’ perception of, the food and drug retail industry; |
• | the activities of competitors; |
• | future issuances and sales of our common stock, including in connection with acquisitions; |
• | our quarterly or annual earnings or those of other companies in our industry; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | regulatory or legal developments in the United States; |
• | litigation involving us, our industry, or both; |
• | general economic conditions; and |
• | other factors described elsewhere in these “Risk Factors.” |
• | the requirement that a majority of the board of directors consist of independent directors; |
• | the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
• | the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. |
• | from and after such date that our Sponsors and their respective Affiliates (as defined in Rule 12b-2 of the Exchange Act), or any person who is an express assignee or designee of their respective rights under our certificate of incorporation (and such assignee’s or designee’s Affiliates) ceases to own, in the aggregate, at least 50% of the then-outstanding shares of our common stock (the “50% Trigger Date”), the authorized number of our directors may be increased or decreased only by the affirmative vote of two-thirds of the then-outstanding shares of our common stock or by resolution of our board of directors; |
• | prior to the 50% Trigger Date, only our board of directors and the Sponsors are expressly authorized to make, alter or repeal our bylaws and, from and after the 50% Trigger Date, our stockholders may only amend our bylaws with the approval of at least two-thirds of all of the outstanding shares of our capital stock entitled to vote; |
• | from and after the 50% Trigger Date, the manner in which stockholders can remove directors from the board will be limited; |
• | from and after the 50% Trigger Date, stockholder actions must be effected at a duly called stockholder meeting and actions by our stockholders by written consent will be prohibited; |
• | from and after such date that our Sponsors and their respective Affiliates (or any person who is an express assignee or designee of our Sponsors’ respective rights under our certificate of incorporation (and such assignee’s or designee’s Affiliates)) ceases to own, in the aggregate, at least 35% of the then-outstanding shares of our common stock (the “35% Trigger Date”), advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors will be established; |
• | limits on who may call stockholder meetings; |
• | requirements on any stockholder (or group of stockholders acting in concert), other than, prior to the 35% Trigger Date, the Sponsors, who seeks to transact business at a meeting or nominate directors for election to submit a list of derivative interests in any of our company’s securities, including any short interests and synthetic equity interests held by such proposing stockholder; |
• | requirements on any stockholder (or group of stockholders acting in concert) who seeks to nominate directors for election to submit a list of “related party transactions” with the proposed nominee(s) (as if such nominating person were a registrant pursuant to Item 404 of Regulation S-K, and the proposed nominee was an executive officer or director of the “registrant”); and |
• | our board of directors is authorized to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquiror, effectively preventing acquisitions that have not been approved by our board of directors. |
• | Coronavirus ( COVID-19 ) related factors, risks and challenges, including among others, the length of time that the pandemic continues, the temporary inability of customers to shop due to illness, quarantine, or other travel restrictions or financial hardship, shifts in demand away from discretionary or higher priced products to lower priced products, or stockpiling or similar pantry-filling activities, reduced workforces which may be caused by, but not limited to, the temporary inability of the workforce to work due to illness, quarantine, or government mandates, potential shortages in supply, or temporary store closures due to reduced workforces or government mandates; |
• | the competitive nature of the industry in which we conduct our business; |
• | 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 market; |
• | our ability to increase identical sales, expand our Own Brand |
• | our ability to expand or grow our home delivery network and Drive Up & Go curbside pickup services; |
• | pricing pressures and competitive factors, which could include pricing strategies, store openings, remodels or acquisitions by our competitors; |
• | labor costs, including benefit plan costs and severance payments, or labor disputes that may arise from time to time and work stoppages that could occur in areas where certain collective bargaining agreements have expired or are on indefinite extensions or are scheduled to expire in the near future; |
• | disruptions in our manufacturing facilities’ or distribution centers’ operations, disruption of significant supplier relationships, or disruptions to our produce or product supply chains; |
• | results of any ongoing litigation in which we are involved or any litigation in which we may become involved; |
• | data privacy and security, the failure of our IT systems, or maintaining, expanding or upgrading existing systems or implementing new systems; |
• | the effects of government regulation and legislation, including healthcare reform; |
• | our ability to raise additional capital to finance the growth of our business, including to fund acquisitions; |
• | our ability to service our debt obligations, and restrictions in our debt agreements; |
• | the impact of private and public third-party payers’ continued reduction in prescription drug reimbursements and the ongoing efforts to limit participation in payor networks, including through mail order; |
• | plans for future growth and other business development activities; |
• | our ability to realize anticipated savings from our implementation of new productivity initiatives, the failure of which could adversely affect our financial performance and competitive position; |
• | changes in tax laws or interpretations that could increase our consolidated tax liabilities; and |
• | competitive pressures in all markets in which we operate. |
As of February 29, 2020 |
||||||||
(dollars in millions) |
Actual |
As Adjusted |
||||||
Cash and cash equivalents(1) |
$ | 471 |
$ | 2,391 |
||||
Debt, including current maturities, net of debt discounts and deferred financing costs(2) |
||||||||
ABL Facility(3) |
$ | — |
$ | 2,000 |
||||
ACI Notes |
6,885 |
6,885 |
||||||
Safeway Notes(4) |
642 |
642 |
||||||
NALP Notes(5) |
466 |
466 |
||||||
Finance leases |
667 |
667 |
||||||
Other financing liabilities(6) |
37 |
37 |
||||||
Mortgage notes payable, secured |
18 |
18 |
||||||
Total debt |
$ | 8,715 |
$ | 10,715 |
||||
Redeemable equity, net of issuance discount and offering costs(7) |
||||||||
Series A convertible preferred stock, $0.01 par value; no shares authorized, issued and outstanding, actual; 1,750,000 shares authorized, 340,000 shares issued and outstanding, as adjusted |
— |
311 |
||||||
Series A-1 convertible preferred stock, $0.01 par value; no shares authorized, issued and outstanding, actual; 1,410,000 shares authorized, issued and outstanding, as adjusted |
— |
1,289 |
||||||
Total redeemable equity |
— |
1,600 |
||||||
Stockholders’ equity |
||||||||
Undesignated preferred stock, $0.01 par value; 30,000,000 shares authorized, no shares issued and outstanding, actual; 96,790,000 shares authorized, no shares issued and outstanding, as adjusted |
— |
— |
||||||
Common stock/Class A common stock, $0.01 par value; 1,000,000,000 shares authorized, 279,597,312 shares issued and outstanding, actual; 1,000,000,000 shares authorized, 230,556,899 shares issued and outstanding, as adjusted |
3 |
2 |
||||||
Class A-1 convertible common stock, $0.01 par value; no shares authorized, no shares issued and outstanding, actual; 150,000,000 shares authorized, no shares issued and outstanding, as adjusted |
— |
— |
||||||
Additional paid-in capital |
1,827 |
1,827 |
||||||
Treasury stock, at cost; 1,772,018 shares held, actual; 50,812,431 shares held, as adjusted |
(26 |
) | (1,705 |
) | ||||
Accumulated other comprehensive (loss) income |
(118 |
) | (118 |
) | ||||
Retained earnings |
592 |
592 |
||||||
Total stockholders’ equity |
$ | 2,278 |
$ | 598 |
||||
Total capitalization |
$ | 10,993 |
$ | 12,913 |
||||
(1) | On an as adjusted basis, gives effect to (i) the proceeds received from the ABL Borrowing and (ii) the payment of an estimated $80.0 million in offering costs related to the sale and issuance of our Convertible Preferred Stock. See “Prospectus Summary—Coronavirus (COVID-19) Related Developments” and “Private Placement of Convertible Preferred Stock.” |
(2) | Debt discounts and deferred financing costs totaled $41.3 million and $72.9 million, respectively, as of February 29, 2020, on an actual basis and as adjusted basis. |
(3) | The ABL Facility provides for a $4.0 billion revolving credit facility. As of February 29, 2020, the aggregate borrowing base on the ABL Facility was approximately $3.9 billion, which was reduced by $454.5 million of outstanding standby letters of credit, resulting in a net borrowing base availability of approximately $3.4 billion. As of February 29, 2020, on an as adjusted basis after giving effect to the ABL Borrowing, the aggregate borrowing base on the ABL Facility would be approximately $1.9 billion, which was reduced by $454.5 million of outstanding standby letters of credit, resulting in a net borrowing base availability of approximately $1.4 billion. See “Description of Indebtedness—ABL Facility.” |
(4) | Consists of the 2020 Safeway Notes, 2021 Safeway Notes, 2027 Safeway Notes (as defined herein) and 2031 Safeway Notes (as defined herein). |
(5) | Consists of the NALP Medium-Term Notes, 2026 NALP Notes, 2029 NALP Notes, 2030 NALP Notes and 2031 NALP Notes (each as defined herein). |
(6) | Consists of other financing obligations and the ASC Notes (as defined herein). |
(7) | Total liquidation value of the Convertible Preferred Stock of $1.75 billion is net of original issuance discount and payment of estimated offering costs of $70.0 million and $80.0 million, respectively, as of February 29, 2020, on an as adjusted basis. |
(dollars in millions, except per share data) |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
Fiscal 2016 |
Fiscal 2015 |
|||||||||||||||
Results of Operations |
||||||||||||||||||||
Net sales and other revenue |
$ | 62,455.1 |
$ | 60,534.5 |
$ | 59,924.6 |
$ | 59,678.2 |
$ | 58,734.0 |
||||||||||
Gross Profit |
17,594.2 |
16,894.6 |
16,361.1 |
16,640.5 |
16,061.7 |
|||||||||||||||
Selling and administrative expenses(1) |
16,641.9 |
16,272.3 |
16,208.7 |
16,072.1 |
15,599.3 |
|||||||||||||||
(Gain) loss on property dispositions and impairment losses, net(1) |
(484.8 |
) | (165.0 |
) | 66.7 |
(39.2 |
) | 103.3 |
||||||||||||
Goodwill impairment |
— |
— |
142.3 |
— |
— |
|||||||||||||||
Operating income (loss) |
1,437.1 |
787.3 |
(56.6 |
) | 607.6 |
359.1 |
||||||||||||||
Interest expense, net |
698.0 |
830.8 |
874.8 |
1,003.8 |
950.5 |
|||||||||||||||
Loss (gain) on debt extinguishment |
111.4 |
8.7 |
(4.7 |
) | 111.7 |
— |
||||||||||||||
Other expense (income), net |
28.5 |
(104.4 |
) | (9.2 |
) | (44.3 |
) | (49.6 |
) | |||||||||||
Income (loss) before income taxes |
599.2 |
52.2 |
(917.5 |
) | (463.6 |
) | (541.8 |
) | ||||||||||||
Income tax expense (benefit) |
132.8 |
(78.9 |
) | (963.8 |
) | (90.3 |
) | (39.6 |
) | |||||||||||
Net income (loss) |
$ | 466.4 |
$ | 131.1 |
$ | 46.3 |
$ | (373.3 |
) | $ | (502.2 |
) | ||||||||
Balance Sheet (at end of period) |
||||||||||||||||||||
Cash and cash equivalents |
$ | 470.7 |
$ | 926.1 |
$ | 670.3 |
$ | 1,219.2 |
$ | 579.7 |
||||||||||
Total assets(2) |
24,735.1 |
20,776.6 |
21,812.3 |
23,755.0 |
23,770.0 |
|||||||||||||||
Total stockholders’ / member equity(2) |
2,278.1 |
1,450.7 |
1,398.2 |
1,371.2 |
1,613.2 |
|||||||||||||||
Total debt, including finance leases(2) |
8,714.7 |
10,586.4 |
11,875.8 |
12,337.9 |
12,226.3 |
|||||||||||||||
Net cash provided by operating activities |
1,903.9 |
1,687.9 |
1,018.8 |
1,813.5 |
901.6 |
|||||||||||||||
Per Share Data |
||||||||||||||||||||
Basic and diluted net income (loss) per common share |
$ | 1.67 |
$ | 0.47 |
$ | 0.17 |
$ | (1.33 |
) | $ | (1.80 |
) | ||||||||
Pro forma net income per common share(3) |
$ | 1.40 |
||||||||||||||||||
Basic and diluted weighted-average common shares outstanding (in millions) |
280 |
280 |
280 |
280 |
280 |
|||||||||||||||
Pro forma weighted average common shares outstanding(3) |
231 |
(1) | Certain prior period amounts have been reclassified to conform to the current period presentation, specifically the reclassification of gains and losses from property dispositions and impairment losses from Selling and administrative expenses to (Gain) loss on property dispositions and impairment losses, net. |
(2) | We adopted Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842) |
comparative periods. Under Topic 842, leases historically classified as capital leases are now referred to as finance leases. See Note 1 - Description of business, basis of presentation and summary of significant accounting policies in our consolidated financial statements, included elsewhere in this prospectus. |
(3) | Fiscal 2019 unaudited pro forma net income per common share reflects the effect of the dividend requirement associated with the Convertible Preferred Stock and the Repurchase as if the sale and issuance of Convertible Preferred Stock and the Repurchase had taken place on February 24, 2019, the first day of fiscal 2019. Unaudited pro forma net income per common share is calculated using the two-class method. Under the two-class method, net income is allocated between common shares and participating securities based on dividend rights, including participating rights, in undistributed earnings as if all the earnings for the reporting period had been distributed. The shares of Convertible Preferred Stock are participating securities because the holders thereof are entitled to receive dividends or distributions on an as converted basis, including if the common stock dividends exceed $206.25 million per fiscal year. Fiscal 2019 historical net income was reduced by $143.0 million to reflect the $118.1 million dividend requirement and a $24.9 million allocation of undistributed earnings to the participating securities. Unaudited pro forma weighted average common shares used in computing unaudited pro forma net income per common share gives effect to the reduction of 49,040,413 common shares in the Repurchase. |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Stores, beginning of period |
2,269 |
2,318 |
2,324 |
|||||||||
Acquired |
— |
— |
5 |
|||||||||
Opened |
14 |
6 |
15 |
|||||||||
Closed |
(31 |
) | (55 |
) | (26 |
) | ||||||
Stores, end of period |
2,252 |
2,269 |
2,318 |
|||||||||
Number of Stores |
Percent of Total |
Retail Square Feet (1) |
||||||||||||||||||||||
Square Footage |
February 29, 2020 |
February 23, 2019 |
February 29, 2020 |
February 23, 2019 |
February 29, 2020 |
February 23, 2019 |
||||||||||||||||||
Less than 30,000 |
204 |
208 |
9.1 |
% | 9.2 |
% | 4.7 |
4.9 |
||||||||||||||||
30,000 to 50,000 |
784 |
792 |
34.8 |
% | 34.9 |
% | 32.9 |
33.2 |
||||||||||||||||
More than 50,000 |
1,264 |
1,269 |
56.1 |
% | 55.9 |
% | 74.7 |
74.9 |
||||||||||||||||
Total Stores |
2,252 |
2,269 |
100.0 |
% | 100.0 |
% | 112.3 |
113.0 |
||||||||||||||||
(1) | In millions, reflects total square footage of retail stores operating at the end of the period. |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||||||||||||||
Net sales and other revenue |
$ | 62,455.1 |
100.0 |
% | $ | 60,534.5 |
100.0 |
% | $ | 59,924.6 |
100.0 |
% | ||||||||||||
Cost of sales |
44,860.9 |
71.8 |
43,639.9 |
72.1 |
43,563.5 |
72.7 |
||||||||||||||||||
Gross profit |
17,594.2 |
28.2 |
16,894.6 |
27.9 |
16,361.1 |
27.3 |
||||||||||||||||||
Selling and administrative expenses |
16,641.9 |
26.6 |
16,272.3 |
26.9 |
16,208.7 |
27.0 |
||||||||||||||||||
(Gain) loss on property dispositions and impairment losses, net |
(484.8 |
) | (0.7 |
) | (165.0 |
) | (0.3 |
) | 66.7 |
0.1 |
||||||||||||||
Goodwill impairment |
— |
— |
— |
— |
142.3 |
0.2 |
||||||||||||||||||
Operating income (loss) |
1,437.1 |
2.3 |
787.3 |
1.3 |
(56.6 |
) | — |
|||||||||||||||||
Interest expense, net |
698.0 |
1.1 |
830.8 |
1.4 |
874.8 |
1.5 |
||||||||||||||||||
Loss (gain) on debt extinguishment |
111.4 |
0.2 |
8.7 |
— |
(4.7 |
) | — |
|||||||||||||||||
Other expense (income), net |
28.5 |
— |
(104.4 |
) | (0.2 |
) | (9.2 |
) | — |
|||||||||||||||
Income (loss) before income taxes |
599.2 |
1.0 |
52.2 |
0.1 |
(917.5 |
) | (1.5 |
) | ||||||||||||||||
Income tax expense (benefit) |
132.8 |
0.2 |
(78.9 |
) | (0.1 |
) | (963.8 |
) | (1.6 |
) | ||||||||||||||
Net income |
$ | 466.4 |
0.8 |
% | $ | 131.1 |
0.2 |
% | $ | 46.3 |
0.1 |
% | ||||||||||||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Identical sales, excluding fuel |
2.1 |
% | 1.0 |
% | (1.3 |
)% |
Fiscal 2019 |
||||
Net sales and other revenue for fiscal 2018 |
$ | 60,534.5 |
||
Identical sales increase of 2.1% |
1,160.3 |
|||
Impact of 53rd week |
1,067.0 |
|||
Decrease in sales due to store closures, net of new store openings |
(304.6 |
) | ||
Decrease in fuel sales |
(25.5 |
) | ||
Other (1) |
23.4 |
|||
Net sales and other revenue for fiscal 2019 |
$ | 62,455.1 |
||
(1) | Includes changes in non-identical sales and other miscellaneous revenue. |
Fiscal 2018 |
||||
Net sales and other revenue for fiscal 2017 |
$ | 59,924.6 |
||
Identical sales increase of 1.0% |
539.6 |
|||
Increase in fuel sales |
351.3 |
|||
Decrease in sales due to store closures, net of new store openings |
(413.6 |
) | ||
Other (1) |
132.6 |
|||
Net sales and other revenue for fiscal 2018 |
$ | 60,534.5 |
||
(1) | Includes changes in non-identical sales and other miscellaneous revenue. |
Fiscal 2019 vs. Fiscal 2018 |
Basis point increase (decrease) |
|||
Lower shrink expense |
16 |
|||
Product mix, including increased penetration in Own Brands |
8 |
|||
Depreciation and amortization |
7 |
|||
Advertising |
5 |
|||
Rent expense |
(10 |
) | ||
Pharmacy reimbursement rate pressure |
(8 |
) | ||
Other |
2 |
|||
Total |
20 |
|||
Fiscal 2018 vs. Fiscal 2017 |
Basis point increase (decrease) |
|||
Lower shrink expense |
31 |
|||
Product mix, including increased Own Brands |
16 |
|||
Advertising |
14 |
|||
Acquisition synergies |
6 |
|||
Other |
3 |
|||
Total |
70 |
|||
Fiscal 2019 vs. Fiscal 2018 |
Basis point increase (decrease) |
|||
Lower integration and acquisition-related costs |
(32 |
) | ||
Depreciation and amortization |
(11 |
) | ||
Rent expense and occupancy costs |
11 |
|||
Strategic initiatives |
9 |
|||
Other (1) |
(7 |
) | ||
Total |
(30 |
) | ||
(1) | Includes the favorable settlement of the UFCW & Employers Midwest Pension Fund dispute. See Note 11—Employee benefit plans and collective bargaining agreements in our consolidated financial statements, included elsewhere in this prospectus, for more information. |
Fiscal 2018 vs. Fiscal 2017 |
Basis point increase (decrease) |
|||
Depreciation and amortization |
(27 |
) | ||
Cost reduction initiatives |
(18 |
) | ||
Employee wage and benefit costs (primarily incentive pay) |
28 |
|||
Other (includes an increase in acquisition and integration costs) |
7 |
|||
Total |
(10 |
) | ||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
ABL Facility, senior secured and unsecured notes, term loans and debentures |
$ | 565.3 |
$ | 698.3 |
$ | 701.5 |
||||||
Finance lease obligations |
79.8 |
81.8 |
96.3 |
|||||||||
Deferred financing costs |
39.8 |
42.7 |
56.1 |
|||||||||
Debt discounts |
34.1 |
20.3 |
16 |
|||||||||
Other interest (income) expense |
(21.0 |
) | (12.3 |
) | 4.9 |
|||||||
Interest expense, net |
$ | 698.0 |
$ | 830.8 |
$ | 874.8 |
||||||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Income tax expense (benefit) at federal statutory rate |
$ | 125.8 |
$ | 11.0 |
$ | (301.5 |
) | |||||
State income taxes, net of federal benefit |
32.3 |
0.7 |
(39.8 |
) | ||||||||
Change in valuation allowance |
(7.2 |
) | (3.3 |
) | (218.0 |
) |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Unrecognized tax benefits |
$ | 7.7 |
$ | (16.2 |
) | $ | (36.5 |
) | ||||
Member loss |
— |
— |
83.1 |
|||||||||
Charitable donations |
(6.9 |
) | (4.4 |
) | — |
|||||||
Tax credits |
(23.5 |
) | (10.8 |
) | (9.1 |
) | ||||||
Tax Cuts and Jobs Act |
— |
(56.9 |
) | (430.4 |
) | |||||||
CVR liability adjustment |
— |
— |
(20.3 |
) | ||||||||
Reorganization of limited liability companies |
— |
— |
46.7 |
|||||||||
Nondeductible equity-based compensation expense |
1.0 |
3.8 |
1.6 |
|||||||||
Other |
3.6 |
(2.8 |
) | (39.6 |
) | |||||||
Income tax expense (benefit) |
$ | 132.8 |
$ | (78.9 |
) | $ | (963.8 |
) | ||||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Net income |
$ | 466.4 |
$ | 131.1 |
$ | 46.3 |
||||||
Depreciation and amortization |
1,691.3 |
1,738.8 |
1,898.1 |
|||||||||
Interest expense, net |
698.0 |
830.8 |
874.8 |
|||||||||
Income tax expense (benefit) |
132.8 |
(78.9 |
) | (963.8 |
) | |||||||
EBITDA |
2,988.5 |
2,621.8 |
1,855.4 |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Loss (gain) on interest rate and commodity hedges, net |
$ | 50.6 |
$ | (1.3 |
) | $ | (6.2 |
) | ||||
Facility closures and related transition costs (1) |
18.3 |
13.4 |
12.4 |
|||||||||
Integration costs (2) |
37.0 |
186.3 |
156.2 |
|||||||||
Acquisition-related costs (3) |
23.5 |
73.4 |
61.5 |
|||||||||
Loss (gain) on debt extinguishment |
111.4 |
8.7 |
(4.7 |
) | ||||||||
Equity-based compensation expense |
32.8 |
47.7 |
45.9 |
|||||||||
(Gain) loss on property dispositions and impairment losses, net |
(484.8 |
) | (165.0 |
) | 66.7 |
|||||||
Goodwill impairment |
— |
— |
142.3 |
|||||||||
LIFO expense |
18.4 |
8.0 |
3.0 |
|||||||||
Miscellaneous adjustments (4) |
38.7 |
(51.7 |
) | 65.4 |
||||||||
Adjusted EBITDA (5) |
$ | 2,834.4 |
$ | 2,741.3 |
$ | 2,397.9 |
||||||
(1) | Includes costs related to facility closures and the transition to our decentralized operating model. Fiscal 2019 includes closure costs related to the discontinuation of our meal kit subscription delivery operations. |
(2) | Related to conversion activities and related costs associated with integrating acquired businesses, primarily the Safeway acquisition. |
(3) | Includes expenses related to acquisitions (including the mutually terminated merger with Rite Aid Corporation in fiscal 2018) and expenses related to management fees of $13.8 million incurred in each fiscal year in connection with acquisition and financing activities. |
(4) | Miscellaneous adjustments include the following: |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Non-cash lease-related adjustments |
$ | 21.2 |
$ | (13.7 |
) | $ | (5.9 |
) | ||||
Lease and lease-related costs for surplus and closed stores |
21.5 |
19.5 |
23.3 |
|||||||||
Net realized and unrealized gain on non-operating investments |
(1.1 |
) | (17.2 |
) | (5.1 |
) | ||||||
Adjustments to contingent consideration |
— |
(59.3 |
) | — |
||||||||
Costs related to initial public offering and reorganization transactions |
4.1 |
1.6 |
8.7 |
|||||||||
Changes in our equity method investment in Casa Ley and related CVR adjustments |
— |
— |
53.8 |
|||||||||
Certain legal and regulatory accruals and settlements, net |
(22.2 |
) | 4.0 |
(13.7 |
) | |||||||
Other (a) |
15.2 |
13.4 |
4.3 |
|||||||||
Total miscellaneous adjustments |
$ | 38.7 |
$ | (51.7 |
) | $ | 65.4 |
|||||
(a) | Primarily includes adjustments for unconsolidated equity investments. |
(5) | Fiscal 2019 includes an estimated $54 million of incremental Adjusted EBITDA due to the impact of the additional week in fiscal 2019’s 53-week annual period. |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Net cash provided by operating activities |
$ | 1,903.9 |
$ | 1,687.9 |
$ | 1,018.8 |
||||||
Income tax expense (benefit) |
132.8 |
(78.9 |
) | (963.8 |
) | |||||||
Deferred income taxes |
5.9 |
81.5 |
1,094.1 |
|||||||||
Interest expense, net |
698.0 |
830.8 |
874.8 |
|||||||||
Operating lease right-of-use assets amortization |
(570.3 |
) | — |
— |
||||||||
Changes in operating assets and liabilities |
575.9 |
(176.2 |
) | 222.1 |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Amortization and write-off of deferred financing costs |
$ | (39.8 |
) | $ | (42.7 |
) | $ | (56.1 |
) | |||
Acquisition and integration costs |
60.5 |
259.7 |
217.7 |
|||||||||
Pension and post-retirement (income) expense, net of contributions |
13.0 |
174.8 |
22.8 |
|||||||||
Other adjustments |
54.5 |
4.4 |
(32.5 |
) | ||||||||
Adjusted EBITDA |
2,834.4 |
2,741.3 |
2,397.9 |
|||||||||
Less: capital expenditures |
(1,475.1 |
) | (1,362.6 |
) | (1,547.0 |
) | ||||||
Adjusted Free Cash Flow |
$ | 1,359.3 |
$ | 1,378.7 |
$ | 850.9 |
||||||
February 29, 2020 |
February 23, 2019 |
February 24, 2018 |
||||||||||
Cash and cash equivalents and restricted cash at end of period |
$ | 478.9 |
$ | 967.7 |
$ | 680.8 |
||||||
Cash flows provided by operating activities |
1,903.9 |
1,687.9 |
1,018.8 |
|||||||||
Cash flows used in investing activities |
(378.5 |
) | (86.8 |
) | (469.0 |
) | ||||||
Cash flows used in financing activities |
(2,014.2 |
) | (1,314.2 |
) | (1,098.1 |
) |
Projected Fiscal 2020 Capital Expenditures |
||||
New stores and remodels |
$ | 550.0 |
||
IT |
375.0 |
|||
Real estate and expansion capital |
100.0 |
|||
Maintenance |
350.0 |
|||
Supply chain |
125.0 |
|||
Total |
$ | 1,500.0 |
||
February 29, 2020 |
||||
Notes and debentures |
$ | 7,992.6 |
||
Finance leases |
666.7 |
|||
Other notes payable and mortgages |
55.4 |
|||
Total debt, including finance leases |
$ | 8,714.7 |
||
Payments Due Per Year |
||||||||||||||||||||
Total |
2020 |
2021-2022 |
2023-2024 |
Thereafter |
||||||||||||||||
Long-term debt (2) |
$ | 8,162.2 |
$ | 138.0 |
$ | 882.3 |
$ | 1,268.4 |
$ | 5,873.5 |
||||||||||
Estimated interest on long-term debt (3) |
3,145.2 |
460.0 |
908.3 |
807.6 |
969.3 |
|||||||||||||||
Operating leases (4) |
9,159.4 |
891.8 |
1,795.0 |
1,504.4 |
4,968.2 |
|||||||||||||||
Finance leases (4) |
1,034.0 |
136.2 |
262.1 |
212.4 |
423.3 |
|||||||||||||||
Other long-term liabilities (5) |
1,247.4 |
404.0 |
380.2 |
156.0 |
307.2 |
|||||||||||||||
Purchase obligations (6) |
530.5 |
152.4 |
119.2 |
107.5 |
151.4 |
|||||||||||||||
Total contractual obligations |
$ | 23,278.7 |
$ | 2,182.4 |
$ | 4,347.1 |
$ | 4,056.3 |
$ | 12,692.9 |
||||||||||
(1) | The contractual obligations table excludes funding of pension and other postretirement benefit obligations, which totaled $11.0 million in fiscal 2019 and is expected to total $69.5 million in fiscal 2020. This table excludes contributions under various multiemployer pension plans, which totaled $469.3 million in fiscal 2019 and is expected to total approximately $500 million in fiscal 2020. |
(2) | Long-term debt amounts exclude any debt discounts and deferred financing costs. See Note 7 - Long-term debt and finance lease obligations in our consolidated financial statements, included elsewhere in this prospectus, for additional information. |
(3) | Amounts include contractual interest payments using the stated fixed interest rate as of February 29, 2020. See Note 7 - Long-term debt and finance lease obligations in our consolidated financial statements, included elsewhere in this prospectus, for additional information. |
(4) | Represents the minimum rents payable under operating and finance leases, excluding common area maintenance, insurance or tax payments, for which we are obligated. |
(5) | Consists of self-insurance liabilities, which have not been reduced by insurance-related receivables, deferred cash consideration related to DineInFresh, Inc. (Plated), and the $75.0 million of withdrawal liability settlement related to Safeway’s previous closure of its Dominick’s division. The table excludes the unfunded pension and postretirement benefit obligation of $793.4 million. The amount of unrecognized tax benefits of $373.8 million as of February 29, 2020 has been excluded from the contractual obligations table because a reasonably reliable estimate of the timing of future tax settlements cannot be determined. Excludes contingent consideration because the timing and settlement is uncertain. Also excludes deferred tax liabilities and certain other deferred liabilities that will not be settled in cash. |
(6) | Purchase obligations include various obligations that have specified purchase commitments. As of February 29, 2020, future purchase obligations primarily relate to fixed asset, marketing and information technology commitments, including fixed price contracts. In addition, not included in the contractual obligations table are supply contracts to purchase product for resale to consumers which are typically of a short-term nature with limited or no purchase commitments. We also enter into supply contracts which typically include either volume commitments or fixed expiration dates, termination provisions and other customary contractual considerations. The supply contracts that are cancelable have not been included above. |
Percentage Point Change |
Projected Benefit Obligation Decrease / (Increase) |
Expense Decrease / (Increase) |
||||||||||
Discount rate |
+ /- 1.00 |
% | $ | 216.1 / $(265.4) |
$ | 11.2 / $(11.3) |
||||||
Expected return on assets |
+ /- 1.00 |
% | - / - |
$ | 17.3 / $(17.3) |
Fiscal 2020 |
Fiscal 2021 |
Fiscal 2022 |
Fiscal 2023 |
Fiscal 2024 |
Thereafter |
Total |
Fair Value |
|||||||||||||||||||||||||
Long-Term Debt |
||||||||||||||||||||||||||||||||
Fixed Rate - Principal payments |
$ | 138.0 |
$ | 131.2 |
$ | 751.1 |
$ | 1.2 |
$ | 1,267.2 |
$ | 5,873.5 |
$ | 8,162.2 |
$ | 8,486.2 |
||||||||||||||||
Weighted average interest rate (1) |
3.97 |
% | 4.76 |
% | 3.50 |
% | 5.22 |
% | 6.66 |
% | 5.81 |
% | 5.68 |
% |
(1) | Excludes debt discounts and deferred financing costs. |
Pay Fixed / Receive Variable |
||||||||||||||||||||||||
Fiscal 2020 |
Fiscal 2021 |
Fiscal 2022 |
Fiscal 2023 |
Fiscal 2024 |
Thereafter |
|||||||||||||||||||
Interest Rate Swaps |
||||||||||||||||||||||||
Average Notional amount outstanding |
$ | 1,957.0 |
$ | 1,653.0 |
$ | 593.0 |
$ | 49.0 |
$ | — |
$ | — |
||||||||||||
Average pay rate |
2.82 |
% | 2.83 |
% | 2.94 |
% | 2.94 |
% | 0.0 |
% | 0.0 |
% | ||||||||||||
Average receive rate |
.75 |
% | .75 |
% | .75 |
% | .75 |
% | 0.0 |
% | 0.0 |
% |
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Identical Sales |
Net Income ($mm) |
Adj. EBITDA ($mm) | ||
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• | Well-Known Banners |
• | Prime Locations First-and-Main locations, providing our customers with exceptional convenience. Our owned and ground leased stores and distribution centers, which represent approximately 39% of our store and distribution base, have an aggregate appraised value of $11.2 billion. |
• | Strong Market Share and Local Market Density |
• | Highly Attractive Markets one-third of the U.S. population and approximately 45% of U.S. GDP. In 60% of the 121 MSAs in which we operate, the projected population growth over the next five years, in aggregate, exceeds the national average by over 60%. |
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• Currently available in approximately 650 locations, with plans to grow to 1,600 locations in the next two years • Easy-to-use mobile app • Convenient, well-signed, curbside pickup |
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• First launched home delivery services in 2001 • Provide home delivery using our own “white glove” delivery service in approximately 60% of our stores • Operate over 1,000 multi-temperature delivery trucks to support home delivery growth • Successful roll out of new eCommerce website and mobile applications to all divisions |
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• Launched rush delivery in 2017 with Instacart • Delivery within one to two hours in all divisions and covering over 2,000, or nearly 90%, of our stores offered in collaboration with third parties • Partnership with Grubhub and Uber Eats adds delivery offerings for our prepared and ready-to-eat options from our stores |
• | Achieve More Identical Sales Growth From Our Stores |
• | Merchandising Excellence Exciting re-merchandised more than 850 stores and plan to expand this successful program. |
• | Pricing and Promotions |
• | Operating Excellence in-store efficiency by using technology to optimize labor and improve in-stock and display execution, resulting in enhanced store productivity and customer satisfaction. A number of these initiatives are already underway. In stores where we have introduced computer-assisted ordering and production systems, for example, we have seen a meaningful uplift in sales and improved levels of in-stocks, inventory and shrink. |
• | Culture of Exceptional Service in-store technology to achieve labor efficiencies through the automation of non-customer-facing tasks. We expect this effort to provide our associates more time to better serve customers, enhancing the shopping experience and driving purchase frequency, larger basket size, customer satisfaction and retention. |
• | Targeted Store Remodels Easy |
Exciting Friendly |
• | Drive Incremental eCommerce Growth: easy-to-use and fully-integrated digital experience. We are improving our mobile applications to enable more personalized rewards and services like advanced basket-building tools and product, meal and recipe recommendations. We are further integrating our digital and in-store models to better drive existing customer engagement and new customer trial for our own and third-party delivery. |
• | Accelerate Own Brand Penetration Own Brands Own Brands Own Brands |
• | Increase Customer Engagement and Lifetime Value: just for U just for U |
• | Enhancing Store and DC Operations: non-customer-facing tasks and drive labor productivity. For example, we are working to roll out enhanced demand forecasting and replenishment systems to improve operating efficiency, reduce product waste and optimize labor and inventory levels. We expect to scale these opportunities across the business quickly and efficiently. |
• | Leveraging Scale to Buy Better: |
• | Increasing Promotional Effectiveness: |
• | Leveraging G&A: . |
• | Customers: check-out processes and improve our at-store pickup experience. For example, we are partnering with Adobe to provide an artificial intelligence-powered solution to personalize the website and mobile application experience. This will enable the customer to see personalized products and information as they browse homepages, categories and product detail pages. |
• | Store Operations: out-of-stocks, inventory, and shrink. |
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• | Merchandising: |
• | Supply Chain: |
science analytics that will be integrated with our enterprise data model. These elements will work to drive labor productivity and speed efficiencies, while reducing inventory and shrink. |
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• | Customer Focus on Fresh, Natural and Organic Offerings. |
quality of their fresh, natural, meal replacement and organic offerings. This, in turn, has resulted in the increasing convergence of product selections between conventional and alternative format food retailers. |
• | Omni-Channel Convenience as a Differentiator in-store experience as well as online, home delivery, pickup and digital shopping solutions in order to differentiate themselves from competitors. In-store amenities and services, including store-within-store sites such as restaurants, coffee bars, fuel centers, banks and ATMs, meal kits and prepared meals have become increasingly commonplace. |
• | Expansion of Private Label Offerings. |
• | Loyalty Programs and Personalization. in-store. |
Location |
Number of stores |
Location |
Number of stores |
Location |
Number of stores |
|||||||||||
Alaska |
26 |
Iowa |
1 |
North Dakota |
1 |
|||||||||||
Arizona |
134 |
Louisiana |
16 |
Oregon |
122 |
|||||||||||
Arkansas |
1 |
Maine |
21 |
Pennsylvania |
50 |
|||||||||||
California |
592 |
Maryland |
65 |
Rhode Island |
8 |
|||||||||||
Colorado |
105 |
Massachusetts |
76 |
South Dakota |
3 |
|||||||||||
Connecticut |
4 |
Montana |
38 |
Texas |
208 |
|||||||||||
Delaware |
18 |
Nebraska |
5 |
Utah |
6 |
|||||||||||
District of Columbia |
11 |
Nevada |
50 |
Vermont |
19 |
|||||||||||
Hawaii |
23 |
New Hampshire |
26 |
Virginia |
38 |
|||||||||||
Idaho |
42 |
New Jersey |
73 |
Washington |
219 |
|||||||||||
Illinois |
183 |
New Mexico |
34 |
Wyoming |
14 |
|||||||||||
Indiana |
4 |
New York |
16 |
Square Footage |
Number of stores |
Percent of total |
||||||
Less than 30,000 |
204 |
9.1 |
% | |||||
30,000 to 50,000 |
784 |
34.8 |
% | |||||
More than 50,000 |
1,264 |
56.1 |
% | |||||
Total stores |
2,252 |
100.0 |
% | |||||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||||||||||||||
Amount (1) |
% of Total |
Amount (1) |
% of Total |
Amount (1) |
% of Total |
|||||||||||||||||||
Non-perishables |
$ | 27,165.3 |
43.5 |
% | $ | 26,371.8 |
43.6 |
% | $ | 26,522.0 |
44.3 |
% | ||||||||||||
Perishables (3) |
25,681.8 |
41.1 |
% | 24,920.9 |
41.2 |
% | 24,583.7 |
41.0 |
% | |||||||||||||||
Pharmacy |
5,236.8 |
8.4 |
% | 4,986.6 |
8.2 |
% | 5,002.6 |
8.3 |
% | |||||||||||||||
Fuel |
3,430.4 |
5.5 |
% | 3,455.9 |
5.7 |
% | 3,104.6 |
5.2 |
% | |||||||||||||||
Other (4) |
940.8 |
1.5 |
% | 799.3 |
1.3 |
% | 711.7 |
1.2 |
% | |||||||||||||||
Total (5) |
$ | 62,455.1 |
100.0 |
% | $ | 60,534.5 |
100.0 |
% | $ | 59,924.6 |
100.0 |
% | ||||||||||||
(1) | eCommerce related sales are included in the categories to which the revenue pertains. |
(2) | Consists primarily of general merchandise, grocery and frozen foods. |
(3) | Consists primarily of produce, dairy, meat, deli, floral and seafood. |
(4) | Consists primarily of wholesale revenue to third parties, commissions and other miscellaneous revenue. |
(5) | Fiscal 2019 includes approximately $1.1 billion of incremental Net sales and other revenue due to the additional 53rd week. |
Name |
Age † |
Position | ||||
Vivek Sankaran |
57 |
President, Chief Executive Officer and Director | ||||
James L. Donald |
66 |
Co-Chairman | ||||
Leonard Laufer (c) |
54 |
Co-Chairman | ||||
Susan Morris |
51 |
Executive Vice President and Chief Operations Officer | ||||
Anuj Dhanda |
57 |
Executive Vice President and Chief Information Officer | ||||
Robert B. Dimond |
58 |
Executive Vice President and Chief Financial Officer | ||||
Michael Theilmann |
56 |
Executive Vice President and Chief Human Resources Officer | ||||
Geoff White |
54 |
Executive Vice President and Chief Merchandising Officer | ||||
Christine Rupp |
51 |
Executive Vice President and Chief Customer and Digital Officer | ||||
Justin Ewing |
51 |
Executive Vice President, Corporate Development and Real Estate | ||||
Robert A. Gordon |
68 |
Executive Vice President, General Counsel and Secretary | ||||
Sharon L. Allen* (a)(b) |
68 |
Director | ||||
Steven A. Davis* (d)(e) |
62 |
Director | ||||
Kim Fennebresque* (b)(d) |
70 |
Director | ||||
Allen M. Gibson* (a) |
54 |
Director | ||||
Hersch Klaff (e) |
66 |
Director | ||||
Jay L. Schottenstein |
65 |
Director | ||||
Alan H. Schumacher* (d) |
73 |
Director | ||||
Lenard B. Tessler (a)(b)(c) |
68 |
Director | ||||
B. Kevin Turner (c) |
55 |
Vice Chairman |
† |
As of June 8, 2020 |
* | Independent Director |
(a) | Member, Nominating and Corporate Governance Committee |
(b) | Member, Compensation Committee |
(c) | Member, Technology Committee |
(d) | Member, Audit and Risk Committee |
(e) | Member, Compliance Committee |
• | the requirement that a majority of the board of directors consist of independent directors; |
• | the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
• | the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | the requirement for an annual performance evaluation of the nominating and corporate governance committee and the compensation committee. |
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 and Risk 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 and Risk Committee |
$ | 25,000 |
||||
Alan H. Schumacher |
Chair of Audit and Risk Committee |
$ | 25,000 |
|||
Member of Audit and Risk 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 |
125,004 |
— |
— |
— |
— |
290,004 |
|||||||||||||||||||||
Steven A. Davis |
170,000 |
125,004 |
— |
— |
— |
— |
295,004 |
|||||||||||||||||||||
Kim Fennebresque |
190,000 |
125,004 |
— |
— |
— |
— |
315,004 |
|||||||||||||||||||||
Allen M. Gibson |
125,000 |
125,004 |
— |
— |
— |
— |
250,004 |
|||||||||||||||||||||
Robert G. Miller |
1,039,286 |
— |
— |
— |
— |
— |
1,039,286 |
|||||||||||||||||||||
Allen H. Schumacher |
175,000 |
125,004 |
— |
— |
— |
— |
300,004 |
(1) | Reflects the grant date fair value calculated in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation, (“ASC 718”). |
Name |
Number of Vested Phantom Units |
Number of Unvested Phantom Units |
||||||
Sharon L. Allen |
3,788 |
— |
||||||
Steven A. Davis |
3,788 |
— |
||||||
Kim Fennebresque |
3,788 |
— |
||||||
Allen M. Gibson |
3,788 |
— |
||||||
Alan H. Schumacher |
3,788 |
— |
• | Vivek Sankaran, our President and Chief Executive Officer; |
• | James L. Donald, our former President and Chief Executive Officer and current Co-Chairman; |
• | Robert B. Dimond, our Executive Vice President and Chief Financial Officer; |
• | Susan Morris, our Executive Vice President and Chief Operations Officer; |
• | Christine Rupp, our Executive Vice President and Chief Customer and Digital Officer; |
• | Michael Theilmann, our Executive Vice President and Chief Human Resources Officer; and |
• | Shane Sampson, our former Chief Marketing and Merchandising Officer. |
• | 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 our financial performance for the fiscal year; |
• | incentive compensation based on the value of our 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 2018 Base Salary ($) |
Fiscal 2019 Base Salary Rate ($) |
||||||
Vivek Sankaran (1) |
— |
1,500,000 |
||||||
James L. Donald |
1,500,000 |
1,500,000 |
||||||
Robert B. Dimond |
775,000 |
850,000 |
||||||
Susan Morris |
850,000 |
900,000 |
||||||
Christine Rupp (1) |
— |
750,000 |
||||||
Michael Theilmann (1) |
— |
600,000 |
||||||
Shane Sampson |
900,000 |
900,000 |
1. | Mr. Sankaran joined ACI on April 25, 2019, followed by Mr. Theilmann and Ms. Rupp on August 19, 2019 and December 1, 2019, respectively. |
• | a quarterly bonus component based on the performance achieved by each of our divisions for each fiscal quarter in fiscal 2019 (each, a “Quarterly Division Bonus”), other than our United Supermarkets division and Haggen stores; and |
• | an annual bonus component based on performance for the full fiscal 2019 year (the “Annual Corporate Bonus”). |
Quarterly Sales Goal Percentage Achieved |
Maximum Percentage of Quarterly Division Bonus Target Earned |
|||
Below 99% |
100 |
% | ||
99%-99.99% |
150 |
% | ||
100% or greater |
200 |
% |
Name |
Aggregate Quarterly Division Bonus for Fiscal 2019 Earned ($) |
Annual Corporate Bonus for Fiscal 2019 Earned ($) |
Aggregate Bonus for Fiscal 2019 Earned ($) |
|||||||||
Vivek Sankaran |
1,058,184 |
1,559,055 |
2,617,239 |
|||||||||
James L. Donald |
840,583 |
1,224,147 |
2,064,730 |
|||||||||
Robert B. Dimond |
476,330 |
693,683 |
1,170,013 |
|||||||||
Susan Morris |
504,350 |
734,488 |
1,238,838 |
|||||||||
Christine Rupp |
93,750 |
150,131 |
243,881 |
|||||||||
Michael Theilmann |
179,464 |
258,688 |
438,152 |
|||||||||
Shane Sampson |
259,487 |
388,032 |
647,519 |
Adjusted EBITDA Target Achievement |
Percentage of Target Number of Phantom Units Earned |
|||
95% |
75% |
|||
100% |
100% |
|||
120% |
120% |
Adjusted EBITDA Target Achievement |
Percentage of Target Number of Phantom Units Earned |
|||
95% |
75% |
|||
100% |
100% |
|||
120% |
120% |
Adjusted EBITDA Target Achievement |
Percentage of Target Number of Phantom Units Earned |
|||
95% |
75% |
|||
100% |
100% |
|||
120% |
120% |
|||
146.667% |
200% |
• | conviction of a felony; |
• | acts of intentional dishonesty resulting or intending to result in personal gain or enrichment at our expense, or our subsidiaries or 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 or her duties under the applicable Executive Employment Agreement; |
• | personal conduct by the executive which seriously discredits or damages us, our subsidiaries or our 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 (1) |
Salary ($) |
Bonus ($)(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) |
|||||||||||||||||||||||||||
Vivek Sankaran President and Chief Executive Officer (6) |
2019 |
1,280,769 |
5,000,000 |
19,505,086 |
— |
2,617,239 |
— |
541,798 |
28,944,892 |
|||||||||||||||||||||||||||
James L. Donald Co-Chairman, FormerChief Executive Officer (7) |
2019 |
1,528,846 |
218,502 |
9,454,536 |
— |
2,064,730 |
— |
108,731 |
13,375,345 |
|||||||||||||||||||||||||||
2018 |
1,219,231 |
141,385 |
14,814,306 |
— |
1,099,814 |
— |
71,232 |
17,345,968 |
||||||||||||||||||||||||||||
Robert B. Dimond Executive Vice President and Chief Financial Officer |
2019 |
866,346 |
— |
— |
— |
1,170,014 |
— |
34,978 |
2,071,338 |
|||||||||||||||||||||||||||
2018 |
800,962 |
76,495 |
2,515,008 |
— |
508,674 |
— |
52,200 |
3,953,339 |
||||||||||||||||||||||||||||
2017 |
764,904 |
448,734 |
— |
— |
39,330 |
— |
63,768 |
1,316,736 |
||||||||||||||||||||||||||||
Susan Morris Executive Vice President and Chief Operations Officer |
2019 |
917,308 |
135,105 |
— |
— |
1,238,838 |
— |
45,179 |
2,336,430 |
|||||||||||||||||||||||||||
2018 |
867,308 |
131,151 |
2,515,008 |
— |
550,256 |
— |
41,276 |
4,104,999 |
||||||||||||||||||||||||||||
Christine Rupp Executive Vice President and Chief Customer and Digital Officer |
2019 |
184,615 |
1,500,000 |
2,819,320 |
— |
243,881 |
— |
62,743 |
4,810,559 |
|||||||||||||||||||||||||||
Michael Theilmann Executive Vice President and Chief Human Resources Officer |
2019 |
323,077 |
950,000 |
1,634,373 |
— |
438,152 |
— |
28,917 |
3,374,519 |
|||||||||||||||||||||||||||
Shane Sampson Former Chief Marketing and Merchandising Officer (8) |
2019 |
484,615 |
14,280 |
— |
— |
647,519 |
— |
4,230,333 |
5,376,747 |
|||||||||||||||||||||||||||
2018 |
900,000 |
146,457 |
2,515,008 |
— |
570,078 |
— |
56,229 |
4,187,772 |
||||||||||||||||||||||||||||
2017 |
886,538 |
436,403 |
4,968,425 |
— |
45,578 |
— |
72,574 |
6,409,518 |
1. | Reflects a 53-week year ended February 29, 2020 and a 52-week year ended February 23, 2019 and February 24, 2018. |
2. | Reflects retention bonuses and tax bonuses paid to the NEOs, as set forth in the table below. The retention bonuses for fiscal 2019, fiscal 2018 and fiscal 2017 are further described in “—Compensation Discussion and Analysis.” Tax bonuses for fiscal 2019, fiscal 2018 and fiscal 2017 were paid to the NEOs in connection with the vesting of Phantom Units as described in “—Compensation Discussion and Analysis.” |
Name |
Fiscal Year (1) |
Retention Bonus ($) |
Sign On Bonus ($) |
Tax Bonus ($) |
||||||||||||
Vivek Sankaran |
2019 |
— |
5,000,000 |
— |
||||||||||||
James L. Donald |
2019 |
— |
— |
218,502 |
||||||||||||
2018 |
— |
— |
141,385 |
|||||||||||||
Robert B. Dimond |
2019 |
— |
— |
— |
||||||||||||
2018 |
— |
— |
76,495 |
|||||||||||||
2017 |
375,000 |
— |
73,734 |
|||||||||||||
Susan Morris |
2019 |
— |
— |
135,105 |
||||||||||||
2018 |
21,875 |
— |
109,276 |
|||||||||||||
Christine Rupp |
2019 |
— |
1,500,000 |
— |
||||||||||||
Michael Theilmann |
2019 |
— |
950,000 |
— |
||||||||||||
Shane Sampson |
2019 |
— |
— |
14,280 |
||||||||||||
2018 |
— |
— |
146,457 |
|||||||||||||
2017 |
310,000 |
— |
126,403 |
3. | Reflects the grant date fair value calculated in accordance with ASC 718 of the (a) Class B-1 Units in Albertsons Investor and KIM ACI and Class B-2 Units in Albertsons Investor and KIM ACI granted to Mr. Sankaran in fiscal 2019, and (b) the Phantom Units granted to Mr. Donald in fiscal 2019 and fiscal 2018, to Mr. Dimond in fiscal 2018, to Mr. Sampson in fiscal 2018 and fiscal 2017, to Ms. Morris in fiscal 2018, to Ms. Rupp in fiscal 2019 and to Mr. Theilmann in fiscal 2019. The respective fair value of the Class B-1 Units and Class B-2 Units in Albertsons Investor, Class B-1 Units and Class B-2 Units in KIM ACI and Phantom Units is determined using an option pricing model, adjusted for lack of marketability and using an expected term or time to liquidity based on judgments made by management. |
4. | Reflects amounts paid to the NEOs under our bonus plan for the applicable fiscal year, as set forth in the table below: |
Name |
Fiscal Year (1) |
Fiscal Quarterly Bonus ($) |
Fiscal Year Annual Bonus ($) |
|||||||||
Vivek Sankaran |
2019 |
1,058,184 |
1,559,055 |
|||||||||
James L. Donald |
2019 |
840,583 |
1,224,147 |
|||||||||
2018 |
485,760 |
614,054 |
||||||||||
Robert B. Dimond |
2019 |
476,330 |
693,683 |
|||||||||
2018 |
218,045 |
290,629 |
||||||||||
2017 |
39,330 |
— |
||||||||||
Susan Morris |
2019 |
504,350 |
734,488 |
|||||||||
2018 |
235,553 |
314,703 |
||||||||||
Christine Rupp |
2019 |
93,750 |
150,131 |
|||||||||
Michael Theilmann |
2019 |
179,464 |
258,688 |
|||||||||
Shane Sampson |
2019 |
259,487 |
388,032 |
|||||||||
2018 |
243,513 |
326,565 |
||||||||||
2017 |
45,578 |
— |
5. | A detailed breakdown of “All Other Compensation” is provided in the table below: |
Name |
Fiscal Year (1) |
Aircraft ($)(a) |
Relocation ($) |
Life Insurance ($)(b) |
Other Payments ($) |
Financial/ Tax Planning ($) |
Makeup Plan Company Contribution ($)(b) |
401(k) Plan Company Contribution ($) |
Total ($) |
|||||||||||||||||||||||||||
Vivek Sankaran |
2019 |
358,097 |
(c) | 100,624 |
(d) | 8,937 |
— |
74,140 |
— |
— |
541,798 |
|||||||||||||||||||||||||
James L. Donald |
2019 |
38,577 |
— |
— |
70,154 |
(e) | — |
— |
— |
108,731 |
||||||||||||||||||||||||||
2018 |
71,232 |
— |
— |
— |
— |
— |
— |
71,232 |
||||||||||||||||||||||||||||
Robert B. Dimond |
2019 |
— |
— |
— |
— |
3,150 |
26,785 |
5,043 |
34,978 |
|||||||||||||||||||||||||||
2018 |
— |
— |
— |
— |
3,880 |
39,070 |
9,250 |
52,200 |
||||||||||||||||||||||||||||
2017 |
— |
— |
— |
— |
6,715 |
48,053 |
9,000 |
63,768 |
||||||||||||||||||||||||||||
Susan Morris |
2019 |
8,699 |
— |
— |
— |
2,150 |
29,661 |
4,669 |
45,179 |
|||||||||||||||||||||||||||
2018 |
— |
— |
— |
— |
4,400 |
27,626 |
9,250 |
41,276 |
||||||||||||||||||||||||||||
Christine Rupp |
2019 |
— |
62,743 |
— |
— |
— |
— |
— |
62,743 |
|||||||||||||||||||||||||||
Michael Theilmann |
2019 |
— |
27,139 |
— |
— |
1,778 |
— |
— |
28,917 |
|||||||||||||||||||||||||||
Shane Sampson |
2019 |
— |
— |
— |
4,187,756 |
(f) | 5,650 |
31,982 |
4,945 |
4,230,333 |
||||||||||||||||||||||||||
2018 |
1,203 |
— |
— |
— |
4,300 |
41,476 |
9,250 |
56,229 |
||||||||||||||||||||||||||||
2017 |
5,698 |
— |
— |
— |
6,065 |
51,811 |
9,000 |
72,574 |
(a) | Represents the aggregate incremental cost to us for personal use of our aircraft. |
(b) | Reflects our contributions to the NEO’s Deferred Compensation Plan account in an amount equal to the excess of the amount we 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 our actual contributions to the ACI 401(k) Plan for the plan year. |
(c) | Reflects the aggregate incremental cost to us for personal use of our aircraft by Mr. Sankaran during fiscal 2019. |
(d) | Includes $21,462 of tax gross up in connection with Mr. Sankaran’s relocation benefits. |
(e) | Represents payments made to Mr. Donald during fiscal 2019 related to accrued paid time off. |
(f) | Represents the total severance benefits paid to Mr. Sampson in connection with his resignation during fiscal 2019 consisting of (i) a lump sum payment equal to 200% of the sum of Mr. Sampson’s then-current base salary plus target bonus, and (ii) reimbursement of the cost of continuation coverage of group health coverage for a period of up to 18 months. |
6. | Mr. Sankaran commenced serving as President and Chief Executive Officer effective April 25, 2019. |
7. | Mr. Donald served as President and Chief Executive Officer through April 25, 2019 and then as Co-Chairman. |
8. | Mr. Sampson served as Chief Marketing and Chief Merchandising Officer through September 7, 2019. |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) |
Estimated Future Payouts Under Equity Incentive Plan Awards (2) |
All Other Unit Awards: Number of Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Unit) |
Grant Date Fair Value of Unit and Option Awards ($) |
|||||||||||||||||||||||||||||||||||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold ($) |
Target ($) |
Maximum ($) |
|||||||||||||||||||||||||||||||||||||
Vivek Sankaran |
— |
2,250,000 |
4,500,000 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
4/25/2019 |
— |
— |
— |
— |
— |
— |
1,168,578 |
(3) | — |
— |
17,575,413 |
(6) | ||||||||||||||||||||||||||||||||
4/25/2019 |
— |
— |
— |
— |
— |
— |
1,176,630 |
(4) | — |
— |
1,929,673 |
(7) | ||||||||||||||||||||||||||||||||
James L. Donald |
— |
1,500,000 |
3,000,000 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
9/11/2019 |
— |
— |
— |
— |
4,727,268 |
5,672,722 |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
9/11/2019 |
— |
— |
— |
— |
— |
— |
121,212 |
(5) | — |
— |
4,727,268 |
(8) | ||||||||||||||||||||||||||||||||
Robert B. Dimond |
— |
850,000 |
1,700,000 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
Susan Morris |
— |
900,000 |
1,800,000 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
— |
750,000 |
1,500,000 |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Christine Rupp |
2/7/2020 |
— |
— |
— |
— |
768,040 |
921,648 |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||
2/7/2020 |
— |
— |
— |
— |
— |
— |
51,282 |
(5) | — |
— |
2,051,280 |
(8) | ||||||||||||||||||||||||||||||||
Michael Theilmann |
— |
600,000 |
1,200,000 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
10/29/2019 |
— |
— |
— |
— |
747,981 |
897,577 |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
10/29/2019 |
— |
— |
— |
— |
— |
— |
22,728 |
(5) | — |
— |
886,392 |
(8) | ||||||||||||||||||||||||||||||||
Shane Sampson |
— |
900,000 |
1,800,000 |
— |
— |
— |
— |
— |
— |
— |
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 2019 under our 2019 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 2019 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. | Amounts represent the value of Phantom Units subject to performance-based Phantom Units granted to the NEOs as described in “—Compensation Discussion and Analysis—Incentive Plans.” |
3. | Represents Class B-1 Units and Class B-2 Units in Albertsons Investor. |
4. | Represents Class B-1 Units and Class B-2 Units in KIM ACI. |
5. | Amounts represent the value of Phantom Units granted to the NEOs as described in “—Compensation Discussion and Analysis—Incentive Plans.” |
6. | Reflects the grant date fair value of $15.04 per unit with respect to the Class B-1 Units and Class B-2 Units in Albertsons Investor granted to Mr. Sankaran. One Class B-1 or Class B-2 Unit in Albertsons Investor is not equivalent to one share of Company common stock. The fair value of the Class B-1 Units and Class B-2 Units in Albertsons Investor is 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. |
7. | Reflects the grant date fair value of $1.64 per unit with respect to the Class B-1 Units and Class B-2 Units in KIM ACI granted to Mr. Sankaran. One Class B-1 or Class B-2 Unit in KIM ACI is not equivalent to one share of Company common stock. The fair value of the Class B-1 Units and Class B-2 Units in KIM ACI is 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. |
8. | Reflects the grant date fair value of $39.00 per unit with respect to the Phantom Units granted to Mr. Theilmann on October 29, 2019 and Mr. Donald on September 11, 2019 and $40.00 per unit with respect to the Phantom Units granted to Ms. Rupp on February 7, 2020, as calculated in accordance with ASC 718. One Phantom Unit is not equivalent to one share of Company common stock. The fair value of the Phantom Units is determined using an option pricing model, adjusted for lack of marketability and using an expected term or time to liquidity based on judgments made by management. |
Option Awards |
Unit Awards |
|||||||||||||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Units That Have Not Vested (#) |
Fair Value of Units That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Fair or Payout Value of Unearned Units or Other Rights That Have Not Vested ($) |
|||||||||||||||||||||||||||
Vivek Sankaran |
— |
— |
— |
— |
— |
1,168,578 |
(1) | 21,817,351 |
(3) | — |
— |
|||||||||||||||||||||||||
— |
— |
— |
— |
— |
1,176,630 |
(2) | 2,388,559 |
(4) | — |
— |
||||||||||||||||||||||||||
James L. Donald |
— |
— |
— |
— |
— |
248,287 |
(5) | 12,662,637 |
(6) | 204,545 |
(7) | 10,431,795 |
(6) | |||||||||||||||||||||||
Robert B. Dimond |
— |
— |
— |
— |
— |
39,949 |
(5) | 2,037,399 |
(6) | 26,198 |
(7) | 1,336,098 |
(6) | |||||||||||||||||||||||
Susan Morris |
— |
— |
— |
— |
— |
106,177 |
(5) | 5,415,027 |
(6) | 26,198 |
(7) | 1,336,098 |
(6) | |||||||||||||||||||||||
Christine Rupp |
— |
— |
— |
— |
— |
53,494 |
(5) | 2,728,194 |
(6) | 17,094 |
(7) | 871,794 |
(6) | |||||||||||||||||||||||
Michael Theilmann |
— |
— |
— |
— |
— |
26,956 |
(5) | 1,374,756 |
(6) | 15,152 |
(7) | 772,752 |
(6) | |||||||||||||||||||||||
Shane Sampson |
— |
— |
— |
— |
— |
— |
— |
— |
— |
1. | Reflects 584,289 unvested Class B-1 Units and 584,289 Class B-2 Units in Albertsons Investor that will vest based on Mr. Sankaran’s continued service or a combination of service and the achievement of performance targets, as follows: |
Vesting Date |
Number of Class B-1 Units Vesting Basedon Continued Service |
Number of Class B-2 Units Vesting Basedon Continued Service and Performance |
||||||
4/25/2020 |
64,921 |
— |
||||||
4/25/2021 |
129,842 |
— |
||||||
2/26/2022 |
— |
194,763 |
||||||
4/25/2022 |
194,763 |
— |
||||||
2/25/2023 |
— |
194,763 |
||||||
4/25/2023 |
129,842 |
— |
||||||
2/24/2024 |
— |
194,763 |
||||||
4/25/2024 |
64,921 |
— |
2. | Reflects 588,315 unvested Class B-1 Units and 588,315 unvested Class B-2 Units in KIM ACI held by Mr. Sankaran that will vest based on Mr. Sankaran’s continued service or a combination of service and the achievement of performance targets, as follows: |
Vesting Date |
Number of Class B-1 Units Vesting Basedon Continued Service |
Number of Class B-2 Units Vesting Basedon Continued Service and Performance |
||||||
4/25/2020 |
65,369 |
— |
||||||
4/25/2021 |
130,737 |
— |
||||||
2/26/2022 |
— |
196,105 |
||||||
4/25/2022 |
196,105 |
— |
||||||
2/25/2023 |
— |
196,105 |
||||||
4/25/2023 |
130,736 |
— |
||||||
2/24/2024 |
— |
196,105 |
||||||
4/25/2024 |
65,368 |
— |
3. | Based on a fair value of $18.67 per Class B-1 Unit and Class B-2 Unit in Albertsons Investor as of February 29, 2020. |
4. | Based on a fair value of $2.03 per Class B-1 Unit and Class B-2 Unit in KIM ACI as of February 29, 2020. |
5. | Reflects the number of unvested Phantom Units held by the NEO that will vest based on either continued service of the individual, or a combination of service of the individual and the achievement of performance targets, as follows: |
Name |
Vesting Date |
Number of Phantom Units Vesting Based on Continued Service |
Number of Phantom Units Vesting Based on Continued Service and Performance |
|||||||||
James L. Donald |
9/11/2020 |
82,071 |
— |
|||||||||
9/11/2021 |
82,070 |
— |
||||||||||
2/26/2022 |
43,742 |
— |
||||||||||
9/11/2022 |
40,404 |
— |
||||||||||
Robert B. Dimond |
11/9/2020 |
13,099 |
— |
|||||||||
11/9/2021 |
13,099 |
— |
||||||||||
2/26/2022 |
13,751 |
— |
||||||||||
Susan Morris |
11/9/2020 |
13,099 |
— |
|||||||||
2/27/2021 |
16,557 |
16,557 |
||||||||||
11/9/2021 |
13,099 |
— |
||||||||||
2/26/2022 |
30,308 |
16,557 |
||||||||||
Michael Theilmann |
8/19/2020 |
7,576 |
— |
|||||||||
8/19/2021 |
7,576 |
— |
||||||||||
2/26/2022 |
4,228 |
— |
||||||||||
8/19/2022 |
7,576 |
— |
||||||||||
Christine Rupp |
12/1/2021 |
25,641 |
— |
|||||||||
2/26/2022 |
2,212 |
— |
||||||||||
12/1/2022 |
12,820 |
— |
||||||||||
12/1/2023 |
12,821 |
— |
6. | Based on a per unit price of $51.00, the aggregate value of one management incentive unit in each of Albertsons Investor and KIM ACI as of February 29, 2020. |
7. | Reflects the target number of unvested Phantom Units held by the NEO that could vest on February 26, 2022, subject to the NEO’s continued employment through such date, with the actual number of Phantom Units that could vest (up to a maximum of 120% of the target) based on our achievement of performance targets for fiscal 2020 and fiscal 2021, respectively. In the case of Mr. Donald, this also reflects a target number of 121,212 unvested Phantom Units held by Mr. Donald that could vest on February 26, 2023, subject to Mr. Donald’s continued employment through such date, with the actual number of Phantom Units that could vest (up to a maximum of 120% of the target) based on our achievement of performance targets for fiscal 2020, fiscal 2021 and fiscal 2022, respectively. Depending on the attainment of the performance targets for a particular fiscal year, an NEO’s Phantom Units, if any, in respect of that fiscal year will become vested based only on the NEO’s continued service and would be included in this table in the column entitled “Number of Units that have not vested.” |
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Units Acquired on Vesting (#)(1) |
Value Realized on Vesting ($)(2) |
||||||||||||
(a) |
(b) |
(c) |
(d) |
(e) |
||||||||||||
Vivek Sankaran |
— |
— |
— |
— |
||||||||||||
James L. Donald |
— |
— |
148,776 |
7,087,572 |
||||||||||||
Robert B. Dimond |
— |
— |
13,099 |
510,861 |
||||||||||||
Susan Morris |
— |
— |
79,327 |
3,888,489 |
||||||||||||
Christine Rupp |
— |
— |
— |
— |
||||||||||||
Michael Theilmann |
— |
— |
— |
— |
||||||||||||
Shane Sampson |
— |
— |
10,818 |
356,994 |
1. | Reflects the vesting of Phantom Units on February 29, 2020, as described in “—Compensation Discussion and Analysis.” |
2. | The value realized upon vesting of the Phantom Units is based on a per unit price of one investor incentive unit in each of Albertsons Investor and KIM ACI on the vesting date. |
Name |
Executive Contributions in Last FY ($)(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) |
|||||||||||||||
Vivek Sankaran |
— |
— |
— |
— |
— |
|||||||||||||||
James L. Donald |
— |
— |
— |
— |
— |
|||||||||||||||
Robert B. Dimond |
25,062 |
26,785 |
60,764 |
— |
776,221 |
|||||||||||||||
Susan Morris |
27,025 |
29,661 |
54,165 |
— |
541,415 |
|||||||||||||||
Christine Rupp |
— |
— |
— |
— |
— |
|||||||||||||||
Michael Theilmann |
— |
— |
— |
— |
— |
|||||||||||||||
Shane Sampson |
27,855 |
31,982 |
17,963 |
518,741 |
— |
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. |
Payments and Benefits |
Death or Disability ($) |
For Cause or Without Good Reason ($) |
Without Cause or for Good Reason ($) |
Change in Control – Without Cause or for Good Reason ($) |
||||||||||||
Cash Payments |
5,375,000 |
(1) | — |
7,500,000 |
(2) | 7,500,000 |
(2) | |||||||||
Health Benefits (3) |
14,087 |
— |
14,087 |
14,087 |
||||||||||||
Total |
5,389,087 |
— |
7,514,087 |
7,514,087 |
1. | Reflects a lump sum cash payment in an amount equal to the sum of (i) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination, (ii) a lump sum payment in an amount equal to 25% of Mr. Sankaran’s base salary, (iii) a bonus for the fiscal year of termination based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and (iv) payment of the unvested or unpaid portions of the sign-on retention award. |
2. | Reflects a lump sum cash payment equal to the sum of (i) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination, (ii) a lump sum payment in an amount equal to 200% of the sum of Mr. Sankaran’s base salary plus target bonus, (iii) a bonus for the fiscal year of termination based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and (iv) payment of the unvested or unpaid portions of the sign-on retention award. |
3. | Reflects the cost of reimbursement for up to 18 months continuation of health coverage. |
Payments and Benefits |
Death or Disability ($) |
For Cause or Without Good Reason |
Without Cause or for Good Reason ($) |
Change in Control – Without Cause or for Good Reason ($) |
||||||||||||
Cash Payments |
375,000 |
(1) | — |
6,000,000 |
(2) | 6,000,000 |
(2) | |||||||||
Health Benefits |
— |
— |
20,825 |
(3) | 20,825 |
(3) | ||||||||||
Total |
375,000 |
— |
6,020,825 |
6,020,825 |
1. | Reflects a lump sum cash payment in an amount equal to 25% of Mr. Donald’s base salary. |
2. | Reflects a lump sum cash payment equal to the sum of Mr. Donald’s base salary and target bonus for 24 months. |
3. | Reflects the cost of reimbursement for up to 18 months continuation of health coverage. |
Payments and Benefits |
Death or Disability ($) |
For Cause or Without Good Reason |
Without Cause or for Good Reason ($) |
Change in Control – Without Cause or for Good Reason ($) |
||||||||||||
Cash Payments |
212,500 |
(1) | — |
3,400,000 |
(2) | 3,400,000 |
(2) | |||||||||
Health Benefits |
— |
— |
13,822 |
(3) | 13,822 |
(3) | ||||||||||
Total |
212,500 |
— |
3,413,822 |
3,413,822 |
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 and target bonus for 24 months. |
3. | Reflects the cost of reimbursement for up to 12 months continuation of health coverage. |
Payments and Benefits |
Death or Disability ($) |
For Cause or Without Good Reason |
Without Cause or for Good Reason ($) |
Change in Control – Without Cause or for Good Reason ($) |
||||||||||||
Cash Payments |
225,000 |
(1) | — |
3,600,000 |
(2) | 3,600,000 |
(2) | |||||||||
Health Benefits |
— |
— |
7,889 |
(3) | 7,889 |
(3) | ||||||||||
Total |
225,000 |
— |
3,607,889 |
3,607,889 |
1. | Reflects a lump sum cash payment in an amount equal to 25% of Ms. Morris’s base salary. |
2. | Reflects a lump sum cash payment equal to the sum of Ms. Morris’s base salary and target bonus for 24 months. |
3. | Reflects the cost of reimbursement for up to 12 months continuation of health coverage. |
Payments and Benefits |
Death or Disability ($) |
For Cause or Without Good Reason |
Without Cause or for Good Reason ($) |
Change in Control – Without Cause or for Good Reason ($) |
||||||||||||
Cash Payments |
187,500 |
(1) | — |
3,000,000 |
(2) | 3,000,000 |
(2) | |||||||||
Health Benefits |
— |
— |
7,738 |
(3) | 7,738 |
(3) | ||||||||||
Total |
187,500 |
— |
3,007,738 |
3,007,738 |
1. | Reflects a lump sum cash payment in an amount equal to 25% of Ms. Rupp’s base salary. |
2. | Reflects a lump sum cash payment equal to the sum of Ms. Rupp’s base salary and target bonus for 24 months. |
3. | Reflects the cost of reimbursement for up to 12 months continuation of health coverage. |
Payments and Benefits |
Death or Disability ($) |
For Cause or Without Good Reason |
Without Cause or for Good Reason ($) |
Change in Control – Without Cause or for Good Reason ($) |
||||||||||||
Cash Payments |
150,000 |
(1) | — |
2,400,000 |
(2) | 2,400,000 |
(2) | |||||||||
Health Benefits |
— |
— |
10,862 |
(3) | 10,862 |
(3) | ||||||||||
Total |
150,000 |
— |
2,410,862 |
2,410,862 |
1. | Reflects a lump sum cash payment in an amount equal to 25% of Mr. Theilmann’s base salary. |
2. | Reflects a lump sum cash payment equal to 200% of Mr. Theilmann’s base salary plus target annual bonus. |
3. | Reflects the cost of reimbursement for up to 12 months continuation of health coverage. |
Units |
Death or Disability ($) |
For Cause or Without Good Reason ($) |
Without Cause or for Good Reason ($) |
Change in Control – Without Cause or for Good Reason ($) |
Change in Control – Death or Disability ($) |
|||||||||||||||
Albertsons Investor Class B-1 Units |
1,029,434 |
— |
1,212,075 |
10,908,676 |
10,908,676 |
|||||||||||||||
Albertsons Investor Class B-2 Units |
1,212,075 |
— |
1,212,075 |
10,908,676 |
10,908,676 |
|||||||||||||||
KIM ACI Class B-1 Units |
112,702 |
— |
132,698 |
1,194,279 |
1,194,279 |
|||||||||||||||
KIM ACI Class B-2 Units |
132,698 |
— |
132,698 |
1,194,279 |
1,194,279 |
|||||||||||||||
Total |
2,486,909 |
— |
2,689,546 |
24,205,910 |
24,205,910 |
NEO |
Number of Vesting Phantom Units (#) |
Value of Vesting Phantom Units ($) |
Tax Bonus ($) |
|||||||||
James L. Donald |
452,832 |
23,094,432 |
— |
|||||||||
Robert B. Dimond |
66,147 |
3,373,497 |
— |
|||||||||
Susan Morris |
132,375 |
6,751,125 |
135,105 |
|||||||||
Christine Rupp |
70,588 |
3,599,988 |
— |
|||||||||
Michael Theilmann |
42,108 |
2,147,508 |
— |
• | in the case of an offering pursuant to a demand by a Sponsor under the registration rights agreement, (1) the Pre-IPO Stockholders that are parties to the registration rights agreement will have first priority to include their registrable securities, (2) the Preferred Investors will have second priority to include their registrable securities, (3) we will have third priority to the extent that we elect to sell any shares for our own account and (4) any other holders with registration rights will have fourth priority; |
• | in the case of an offering pursuant to a demand by a Preferred Investor to takedown shares from the Preferred Investor Shelf Registration Statement under the registration rights agreement, (1) the Preferred Investors will have first priority to include their registrable securities, (2) the Pre-IPO Stockholders that are parties to the registration rights agreement will have second priority to include their registrable securities, (3) we will have third priority to the extent that we elect to sell any shares for our own account and (4) any other holders with registration rights will have fourth priority; |
• | in the case of any offering not pursuant to a demand by a Sponsor or Preferred Investor under the registration rights agreement, (1) we will have first priority to the extent that we elect to sell any shares for our own account, (2) the Holders will have second priority to include their registrable securities on a pro rata basis as among the Holders and (3) any other holders with registration rights will have third priority. |
• | the selling stockholders; |
• | each person who is known by us to beneficially own 5% or more of our outstanding shares of common stock; |
• | each member of our board of directors; |
• | each of our named executive officers; and |
• | all of our directors and executive officers as a group. |
Common Stock Beneficially Owned Immediately Prior to the Completion of this Offering |
Number of Shares of Common Stock Being Offered |
Number of Shares of Common Stock Being Offered Pursuant to Underwriters’ Option |
Common Stock Beneficially Owned Immediately After the Completion of this Offering |
|||||||||||||||||||||||||||||||||||||||||||||
No Exercise of Underwriters’ Option to Purchase Additional Shares |
Full Exercise of Underwriters’ Option to Purchase Additional Shares |
|||||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner |
Number of Shares |
Percen- tage of Shares |
Percen- tage of Voting Power |
Number of Shares |
Percen- tage of Shares |
Percen- tage of Voting Power |
Number of Shares |
Percen- tage of Shares |
Percen- tage of Voting Power |
|||||||||||||||||||||||||||||||||||||||
Selling Stockholders: |
||||||||||||||||||||||||||||||||||||||||||||||||
Cerberus Capital Management, L.P.(1) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Klaff Realty, L.P.(2) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Schottenstein Stores Corp.(3) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Funds affiliated with Lubert-Adler(4) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Kimco Realty Corporation(5) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Colfin Safe Holdings, LLC(6) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Mexico Foods Holdings LLC(7) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
SK Retail Investment LLC(8) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Robert G. Miller |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Justin Dye |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Howard Cohen |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Richard Navarro |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Robert Butler |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Andrew Scoggin |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Robert Edwards |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Paul Rowan |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Shane Sampson |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Mark Bates |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Wayne Denningham |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Justin Ewing |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Shane Dorcheus |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Susan Morris |
% |
% |
% |
% |
% |
% |
Common Stock Beneficially Owned Immediately Prior to the Completion of this Offering |
Number of Shares of Common Stock Being Offered |
Number of Shares of Common Stock Being Offered Pursuant to Underwriters’ Option |
Common Stock Beneficially Owned Immediately After the Completion of this Offering |
|||||||||||||||||||||||||||||||||||||||||||||
No Exercise of Underwriters’ Option to Purchase Additional Shares |
Full Exercise of Underwriters’ Option to Purchase Additional Shares |
|||||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner |
Number of Shares |
Percen- tage of Shares |
Percen- tage of Voting Power |
Number of Shares |
Percen- tage of Shares |
Percen- tage of Voting Power |
Number of Shares |
Percen- tage of Shares |
Percen- tage of Voting Power |
|||||||||||||||||||||||||||||||||||||||
Other Pre-IPO Stockholders(9) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
5% Stockholders: |
||||||||||||||||||||||||||||||||||||||||||||||||
Albertsons Investor Holdings LLC(10) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
KIM ACI, LLC(11) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Directors: |
||||||||||||||||||||||||||||||||||||||||||||||||
Vivek Sankaran |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
James L. Donald |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Leonard Laufer |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Sharon L. Allen |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Steven A. Davis |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Kim Fennebresque |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Allen M. Gibson |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Hersch Klaff(2) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Jay L. Schottenstein(3) |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Alan H. Schumacher |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Lenard B. Tessler |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
B. Kevin Turner |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Named Executive Officers: |
||||||||||||||||||||||||||||||||||||||||||||||||
Vivek Sankaran |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
James L. Donald |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Robert B. Dimond |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Susan Morris |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Christine Rupp |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Michael Theilmann |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
Shane Sampson |
% |
% |
% |
% |
% |
% |
||||||||||||||||||||||||||||||||||||||||||
All directors and executive officers as a group(2)(3) (20 Persons) |
% |
% |
% |
% |
% |
% |
* | Represents less than 1%. |
(1) | Stephen Feinberg exercises voting and investment authority and may be deemed to have beneficial ownership of shares, or % of our outstanding common stock prior to this offering and % upon the completion of this offering. Messrs. Laufer and Tessler are affiliated with Cerberus. The address for Cerberus is 875 Third Avenue, New York, New York 10022. |
(2) | Mr. Klaff is affiliated with Klaff Realty, whose affiliated entities have beneficial ownership of shares, or % of our outstanding common stock prior to this offering and % upon the completion of this offering. The address for Klaff Realty is 35 E. Wacker Drive, Suite 2900, Chicago, Illinois 60601. |
(3) | Mr. Schottenstein is affiliated with Schottenstein Stores, whose affiliated entities have beneficial ownership of shares, or % of our outstanding common stock prior to this offering and % upon the completion of this offering. The address for Schottenstein Stores is 4300 E. Fifth Avenue, Columbus, Ohio 43219. |
(4) | Consists of shares of common stock held directly by L-A V ABS, LLC (“L-A V ABS”), shares of common stock held directly by Lubert-Adler Real Estate Fund V, L.P. (“L-A RE Fund V”), shares of common stock held directly by Lubert-Adler Real Estate Fund VI, L.P. (“L-A RE Fund VI”), shares of common stock held directly by Lubert-Adler Real Estate Fund VI-A, L.P. (“L-A RE Fund VI-A”), shares of common stock held directly by Lubert-Adler Real Estate Fund VI-B, L.P. (“L-A RE Fund VI-B”) shares of common stock held directly by L-A Saturn Acquisition, L.P. (“L-A Saturn”), and shares of common stock held directly by L-A Asset Management Services, L.P. (“L-A Asset Management Services”) after giving effect to the Distribution. L-A V ABS is managed by its members, Dean S. Adler and Gerald A. Ronon, who can be removed and replaced by L-A RE Fund V, the controlling member of L-A V ABS, with the consent of ABS Opportunities, LLC. Lubert-Adler Group V, L.P. (“L-A Group V”) is the general partner of L-A RE Fund V, and Lubert-Adler Group V, LLC (“L-A Group V LLC”) is the general partner of L-A Group V. Lubert-Adler Group VI, L.P. (“L-A Group VI”) is the general partner of L-A RE Fund VI and L-A RE Fund VI-A, and Lubert-Adler Group VI, LLC (“L-A Group VI LLC”) is the general partner of L-A Group VI. Lubert-Adler Group VI-B, L.P. (“L-A Group VI-B”) is the general partner of L-A RE Fund VI-B, and Lubert-Adler Group VI-B, LLC (“L-A Group VI-B LLC”) is the general partner of L-A Group VI-B. L-A Group Saturn, LLC (“L-A Group Saturn”) is the general partner of L-A Saturn. Lubert-Adler GP—West, LLC (“L-A GP—West”) is the general partner of L-A Asset Management Services. Ira M. Lubert and Dean S. Adler are the members of L-A Group V LLC, L-A Group VI LLC, L-A Group VI-B LLC, L-A Group Saturn and L-A GP—West. As a result, each of Mr. Lubert, Mr. Adler, L-A Group V LLC, L-A Group VI LLC, L-A Group VI-B LLC, L-A Group V, L-A Group VI, L-A Group VI-B, |
L-A Group Saturn and L-A GP—West may be deemed to share beneficial ownership of the shares. Each of the foregoing persons expressly disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. The address for L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A and L-A RE Fund VI-B, L-A Group V, L-A Group V LLC, L-A Group VI, L-A Group VI LLC, L-A Group VI-B and L-A Group VI-B LLC is 2400 Market Street, Suite 301, Philadelphia, PA 19103-3033. The address for L-A Saturn and L-A Group Saturn is The FMC Tower, 2929 Walnut Street, Suite 1530, Philadelphia, Pennsylvania 19104. The address for L-A Asset Management Services and L-A GP—West is 435 Devon Park Drive, Building 500, Wayne, PA 19087. The address for L-A V ABS is 171 17th Street NW, Suite 1575, Atlanta GA 30363. The address for Ira M. Lubert, Dean S. Adler and Gerald A. Ronon is 2400 Market Street, Suite 301, Philadelphia, PA 19103-3033. |
(5) | Kimco is the parent corporation of each of KIM-SFW LLC, KRSX Merge, LLC and KRS ABS LLC and has sole voting and dispositive power over the shares of our common stock held of record by each of them, consisting of (i) shares of our common stock held of record by KIM-SFW LLC, (ii) shares of our common stock held of record by KRSX Merge, LLC and (iii) shares of our common stock held of record by KRS ABS LLC. The address for Kimco is 500 North Broadway, Suite 201, Jericho, NY 11753, Attention: Ray Edwards and Bruce Rubenstein. In the offering, KIM-SFW LLC and KRS ABS LLC will sell and shares of common stock, respectively. If the underwriter exercises its option to purchase additional shares in full, KIM-SFW LLC and KRS ABS LLC will sell and shares of common stock, respectively. |
(6) | The address for Colfin Safe Holdings, LLC is c/o Colony Capital, Inc., 590 Madison Avenue, 34 th Floor, New York, NY 10022. Funds managed by an affiliate of Goldman Sachs & Co. LLC., an underwriter in this offering, own 98% of the equity interests of Colfin Safe Holdings LLC. As a result of this ownership, affiliates of Goldman Sachs & Co. LLC beneficially hold a 0.48% economic interest in Colfin Safe Holdings LLC and, through the economic interest in Colfin Safe Holdings LLC, an economic interest in 0.02% of shares outstanding of the company. See “Underwriting—Other Relationships.” |
(7) | The address for Mexico Foods Holdings LLC is 2600 McCree Road, Suite 100, Garland, Texas 75041. |
(8) | The address for SK Retail Investment LLC is c/o Kimco Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY 11753, Attention: Ray Edwards and Bruce Rubenstein. |
(9) | All of such persons beneficially own, in the aggregate, less than 1% of the common stock outstanding prior to this offering. |
(10) | Albertsons Investor is held by a private investor group, including affiliates of our Sponsors and certain members of management. The address for Albertsons Investor is 250 Parkcenter Blvd., Boise, ID 83706. |
(11) | KIM ACI is controlled indirectly by Kimco. The address for KIM ACI is c/o Kimco Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY 11753, Attention: Ray Edwards and Bruce Rubenstein. |
• | each person who is known by us to beneficially own 5% or more of our outstanding shares of our Series A preferred stock; |
• | each member of our board of directors; |
• | each of our named executive officers; and |
• | all of our directors and executive officers as a group. |
Series A Preferred Stock Beneficially Owned Immediately Prior to the Completion of this Offering |
||||||||||||
Name of Beneficial Owner |
Number of Shares |
Percentage of Shares |
Percentage of Voting Power |
|||||||||
5% Stockholders: |
||||||||||||
% |
% |
|||||||||||
% |
% |
|||||||||||
% |
% |
|||||||||||
% |
% |
|||||||||||
% |
% |
|||||||||||
Directors: |
||||||||||||
Vivek Sankaran |
— |
— |
— |
|||||||||
James L. Donald |
— |
— |
— |
|||||||||
Leonard Laufer |
— |
— |
— |
|||||||||
Sharon L. Allen |
— |
— |
— |
|||||||||
Steven A. Davis |
— |
— |
— |
|||||||||
Kim Fennebresque |
— |
— |
— |
|||||||||
Allen M. Gibson |
— |
— |
— |
|||||||||
Hersch Klaff |
— |
— |
— |
|||||||||
Jay L. Schottenstein |
— |
— |
— |
|||||||||
Alan H. Schumacher |
— |
— |
— |
|||||||||
Lenard B. Tessler |
— |
— |
— |
|||||||||
B. Kevin Turner |
— |
— |
— |
|||||||||
Named Executive Officers: |
||||||||||||
Vivek Sankaran |
— |
— |
— |
|||||||||
James L. Donald |
— |
— |
— |
|||||||||
Robert B. Dimond |
— |
— |
— |
|||||||||
Susan Morris |
— |
— |
— |
|||||||||
Christine Rupp |
— |
— |
— |
|||||||||
Michael Theilmann |
— |
— |
— |
|||||||||
Shane Sampson |
— |
— |
— |
|||||||||
All directors and executive officers as a group (20 Persons) |
— |
— |
— |
• | prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
• | on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
• | beginning on the date of this prospectus, all shares of our common stock sold in this offering will be immediately available for sale in the public market; and |
• | beginning 181 days after the date of this prospectus, the remaining shares of our common stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below. |
• | 1% of the number of shares of our capital stock then outstanding, which will equal shares immediately after this offering; or |
• | the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. |
• | in the case of an offering pursuant to a demand by a Sponsor under the registration rights agreement, (1) the Pre-IPO Stockholders that are parties to the registration rights agreement will have first priority to include their registrable securities, (2) the Preferred Investors will have second priority to include their registrable securities, (3) we will have third priority to the extent that we elect to sell any shares for our own account and (4) any other holders with registration rights will have fourth priority; |
• | in the case of an offering pursuant to a demand by a Preferred Investor to takedown shares from the Preferred Investor Shelf Registration Statement under the registration rights agreement, (1) the |
Preferred Investors will have first priority to include their registrable securities, (2) the Pre-IPO Stockholders that are parties to the registration rights agreement will have second priority to include their registrable securities, (3) we will have third priority to the extent that we elect to sell any shares for our own account and (4) any other holders with registration rights will have fourth priority; |
• | in the case of any offering not pursuant to a demand by a Sponsor or Preferred Investor under the registration rights agreement, (1) we will have first priority to the extent that we elect to sell any shares for our own account, (2) the Holders will have second priority to include their registrable securities on a pro rata basis as among the Holders and (3) any other holders with registration rights will have third priority. |
• | U.S. expatriates and former citizens or long-term residents of the United States; |
• | persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; |
• | banks, insurance companies, and other financial institutions; |
• | brokers, dealers or traders in securities, currencies or commodities; |
• | “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; |
• | partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); |
• | tax-exempt entities or governmental entities; |
• | persons deemed to sell our common stock under the constructive sale provisions of the Code; |
• | persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; |
• | tax-qualified retirement plans; |
• | “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds; |
• | persons subject to special tax accounting rules as a result of any item of gross income with respect to the stock being taken into account in an “applicable financial statement” (as defined in the Code); |
• | regulated investment companies; and |
• | real estate investment trusts. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
• | a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. |
• | the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States; |
• | the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or |
• | subject to certain exceptions, our common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes. |
Underwriters |
Number of Shares |
|||
BofA Securities, Inc. |
||||
Goldman Sachs & Co. LLC |
||||
J.P. Morgan Securities LLC |
||||
Citigroup Global Markets Inc. |
||||
Credit Suisse Securities (USA) LLC |
||||
Morgan Stanley & Co. LLC |
||||
Wells Fargo Securities, LLC |
||||
Barclays Capital Inc. |
||||
Deutsche Bank Securities Inc. |
||||
BMO Capital Markets Corp. |
||||
Evercore Group L.L.C. |
||||
Guggenheim Securities, LLC |
||||
Oppenheimer & Co. Inc. |
||||
RBC Capital Markets, LLC |
||||
Telsey Advisory Group LLC |
||||
MUFG Securities Americas Inc. |
||||
Academy Securities, Inc. |
||||
Blaylock Van, LLC |
||||
Total |
Total |
||||||||||||
Per Share |
No Exercise |
Full Exercise |
||||||||||
Public offering price and proceeds to the selling stockholders |
$ | |
$ | |
$ | |
||||||
Underwriting discounts and commissions |
$ | $ | $ |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS |
||||
Page |
||||
Audited Consolidated Financial Statements |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-7 |
||||
F-8 |
February 29, 2020 |
February 23, 2019 |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | |
$ | |
||||
Receivables, net |
|
|
||||||
Inventories, net |
|
|
||||||
Prepaid assets |
|
|
||||||
Other current assets |
|
|
||||||
Total current assets |
|
|
||||||
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
||||||
Operating lease right-of-use assets |
|
— |
||||||
Intangible assets, net |
|
|
||||||
Goodwill |
|
|
||||||
Other assets |
|
|
||||||
TOTAL ASSETS |
$ | |
$ | |
||||
LIABILITIES |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | |
$ | |
||||
Accrued salaries and wages |
|
|
||||||
Current maturities of long-term debt and finance lease obligations |
|
|
||||||
Current operating lease obligations |
|
— |
||||||
Current portion of self-insurance liability |
|
|
||||||
Taxes other than income taxes |
|
|
||||||
Other current liabilities |
|
|
||||||
Total current liabilities |
|
|
||||||
|
|
|
|
|
|
|
|
|
Long-term debt and finance lease obligations |
|
|
||||||
Long-term operating lease obligations |
|
— |
||||||
Deferred income taxes |
|
|
||||||
Long-term self-insurance liability |
|
|
||||||
Other long-term liabilities |
|
|
||||||
Commitments and contingencies |
||||||||
STOCKHOLDERS’ EQUITY |
||||||||
Preferred stock, $ |
|
|
||||||
Common stock, $ |
|
|
||||||
Additional paid-in capital |
|
|
||||||
Treasury stock, at cost, |
( |
) | ( |
) | ||||
Accumulated other comprehensive (loss) income |
( |
) | |
|||||
Retained earnings (accumulated deficit) |
|
( |
) | |||||
Total stockholders’ equity |
|
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | |
$ | |
||||
53 weeks ended February 29, 2020 |
52 weeks ended February 23, 2019 |
52 weeks ended February 24, 2018 |
||||||||||
Net sales and other revenue |
$ | |
$ | |
$ | |
||||||
Cost of sales |
|
|
|
|||||||||
Gross profit |
|
|
|
|||||||||
Selling and administrative expenses |
|
|
|
|||||||||
(Gain) loss on property dispositions and impairment losses, net |
( |
) | ( |
) | |
|||||||
Goodwill impairment |
— |
— |
|
|||||||||
Operating income (loss) |
|
|
( |
) | ||||||||
Interest expense, net |
|
|
|
|||||||||
Loss (gain) on debt extinguishment |
|
|
( |
) | ||||||||
Other expense (income), net |
|
( |
) | ( |
) | |||||||
Income (loss) before income taxes |
|
|
( |
) | ||||||||
Income tax expense (benefit) |
|
( |
) | ( |
) | |||||||
Net income |
$ | |
$ | |
$ | |
||||||
Other comprehensive income (loss), net of tax: |
||||||||||||
(Loss) gain on interest rate swaps |
( |
) | ( |
) | |
|||||||
Recognition of pension (loss) gain |
( |
) | ( |
) | |
|||||||
Foreign currency translation adjustment |
|
( |
) | |
||||||||
Other |
|
( |
) | ( |
) | |||||||
Other comprehensive (loss) income |
$ | ( |
) | $ | ( |
) | $ | |
||||
Comprehensive income |
$ | |
$ | |
$ | |
||||||
Net income per common share |
|
|
|
|
|
|
|
|
| |||
Basic net income per common share . |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Diluted net income per common share |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
53 weeks ended February 29, 2020 |
52 weeks ended February 23, 2019 |
52 weeks ended February 24, 2018 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | |
$ | |
$ | |
||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
(Gain) loss on property dispositions and impairment losses, net |
( |
) | ( |
) | |
|||||||
Goodwill impairment |
— |
— |
|
|||||||||
Depreciation and amortization |
|
|
|
|||||||||
Operating lease right-of-use assets amortization |
|
— |
— |
|||||||||
LIFO expense |
|
|
|
|||||||||
Deferred income tax |
( |
) | ( |
) | ( |
) | ||||||
Pension and post-retirement benefits (income) expense |
( |
) | |
( |
) | |||||||
Contributions to pension and post-retirement benefit plans |
( |
) | ( |
) | ( |
) | ||||||
Loss (gain) on interest rate swaps and commodity hedges, net |
|
( |
) | ( |
) | |||||||
Amortization and write-off of deferred financing costs |
|
|
|
|||||||||
Loss (gain) on debt extinguishment |
|
|
( |
) | ||||||||
Equity-based compensation expense |
|
|
|
|||||||||
Other operating activities |
|
( |
) | |
||||||||
Changes in operating assets and liabilities, net of effects of acquisition of businesses: |
||||||||||||
Receivables, net |
|
|
|
|||||||||
Inventories, net |
( |
) | |
|
||||||||
Accounts payable, accrued salaries and wages and other accrued liabilities |
|
|
( |
) | ||||||||
Operating lease liabilities |
( |
) | — |
— |
||||||||
Self-insurance assets and liabilities |
( |
) | ( |
) | ( |
) | ||||||
Other operating assets and liabilities |
( |
) | |
( |
) | |||||||
Net cash provided by operating activities |
|
|
|
|||||||||
Cash flows from investing activities: |
||||||||||||
Business acquisitions, net of cash acquired |
— |
— |
( |
) | ||||||||
Payments for property, equipment and intangibles, including payments for lease buyouts |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from sale of assets |
|
|
|
|||||||||
Proceeds from sale of Casa Ley |
— |
— |
|
|||||||||
Other investing activities |
( |
) | |
( |
) | |||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
53 weeks ended February 29, 2020 |
52 weeks ended February 23, 2019 |
52 weeks ended February 24, 2018 |
||||||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of long-term debt |
$ | |
$ | |
$ | |
||||||
Payments on long-term borrowings |
( |
) | ( |
) | ( |
) | ||||||
Payments of obligations under finance leases |
( |
) | ( |
) | ( |
) | ||||||
Payments for debt financing costs |
( |
) | ( |
) | ( |
) | ||||||
Payment of Casa Ley contingent value right |
— |
— |
( |
) | ||||||||
Employee tax withholding on vesting of phantom units |
( |
) | ( |
) | ( |
) | ||||||
Member distributions |
— |
— |
( |
) | ||||||||
Purchase of treasury stock, at cost |
— |
( |
) | — |
||||||||
Proceeds from financing leases |
— |
— |
|
|||||||||
Other financing activities |
( |
) | ( |
) | ( |
) | ||||||
Net cash used in financing activities |
( |
) | ( |
) | ( |
) | ||||||
Net (decrease) increase in cash and cash equivalents and restricted cash |
( |
) | |
( |
) | |||||||
Cash and cash equivalents and restricted cash at beginning of period |
|
|
|
|||||||||
Cash and cash equivalents and restricted cash at end of period |
$ | |
$ | |
$ | |
||||||
Reconciliation of capital investments: |
||||||||||||
Payments for property and equipment, including payments for lease buyouts |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Payments for lease buyouts |
|
|
|
|||||||||
Total payments for capital investments, excluding lease buyouts |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Supplemental cash flow information: |
||||||||||||
Non-cash investing and financing activities were as follows: |
||||||||||||
Additions of finance lease obligations, excluding business acquisitions |
$ | — |
$ | |
$ | |
||||||
Purchases of property and equipment included in accounts payable |
|
|
|
|||||||||
Interest and income taxes paid: |
||||||||||||
Interest paid, net of amount capitalized |
|
|
|
|||||||||
Income taxes paid |
|
|
|
Albertsons Companies, LLC |
Albertsons Companies, Inc. |
|||||||||||||||||||||||||||||||||||||||
Member investment |
Accumulated other comprehensive income (loss) |
(Accumulated deficit) / Retained earnings |
Common Stock |
Additional paid in capital |
Treasury Stock |
Accumulated other comprehensive (loss) income |
Retained earnings (accumulated deficit) |
Total stockholders’ / member equity |
||||||||||||||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||
Balance as of February 25, 2017 |
$ | |
$ | ( |
) | $ | ( |
) | — |
$ | — |
$ | — |
$ | — |
$ | — |
$ | — |
$ | |
|||||||||||||||||||
Equity-based compensation prior to Reorganization Transactions |
|
— |
— |
— |
— |
— |
— |
— |
— |
|
||||||||||||||||||||||||||||||
Employee tax withholding on vesting of phantom units prior to Reorganization Transactions |
( |
) | — |
— |
— |
— |
— |
— |
— |
— |
( |
) | ||||||||||||||||||||||||||||
Member distribution |
( |
) | — |
— |
— |
— |
— |
— |
— |
— |
( |
) | ||||||||||||||||||||||||||||
Other member activity |
( |
) | — |
— |
— |
— |
— |
— |
— |
— |
( |
) | ||||||||||||||||||||||||||||
Net loss prior to Reorganization Transactions |
— |
— |
( |
) | — |
— |
— |
— |
— |
— |
( |
) | ||||||||||||||||||||||||||||
Other comprehensive income, net of tax prior to Reorganization Transactions |
— |
|
— |
— |
— |
— |
— |
— |
— |
|
||||||||||||||||||||||||||||||
Reorganization Transactions |
( |
) | ( |
) | |
|
|
|
— |
|
( |
) | — |
|||||||||||||||||||||||||||
Equity-based compensation after Reorganization Transactions |
— |
— |
— |
— |
— |
|
— |
— |
— |
|
||||||||||||||||||||||||||||||
Employee tax withholding on vesting of phantom units after Reorganization Transactions |
— |
— |
— |
— |
— |
( |
) | — |
— |
— |
( |
) | ||||||||||||||||||||||||||||
Net income after Reorganization Transactions |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
||||||||||||||||||||||||||||||
Other comprehensive income, net of tax after Reorganization Transactions |
— |
— |
— |
— |
— |
— |
— |
|
— |
|
||||||||||||||||||||||||||||||
Balance as of February 24, 2018 |
— |
— |
— |
|
|
|
— |
|
( |
) | |
|||||||||||||||||||||||||||||
Equity-based compensation |
— |
— |
— |
— |
— |
|
— |
— |
— |
|
||||||||||||||||||||||||||||||
Employee tax withholding on vesting of phantom units |
— |
— |
— |
— |
— |
( |
) | — |
— |
— |
( |
) | ||||||||||||||||||||||||||||
Treasury stock purchases, at cost |
— |
— |
— |
( |
) | — |
— |
( |
) | — |
— |
( |
) | |||||||||||||||||||||||||||
Reorganization Transactions |
— |
— |
— |
— |
— |
|
— |
— |
— |
|
||||||||||||||||||||||||||||||
Other activity |
— |
— |
— |
— |
— |
( |
) | — |
— |
|
|
|||||||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax |
— |
— |
— |
— |
— |
— |
— |
( |
) | — |
( |
) | ||||||||||||||||||||||||||||
Balance as of February 23, 2019 |
— |
— |
— |
|
|
|
( |
) | |
( |
) | |
||||||||||||||||||||||||||||
Issuance of common stock to Company’s parents |
— |
— |
— |
|
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||
Equity-based compensation |
— |
— |
— |
— |
— |
|
— |
— |
— |
|
||||||||||||||||||||||||||||||
Employee tax withholding on vesting of phantom units |
— |
— |
— |
— |
— |
( |
) | — |
— |
— |
( |
) | ||||||||||||||||||||||||||||
Adoption of new accounting standards, net of tax |
— |
— |
— |
— |
— |
— |
— |
|
|
|
||||||||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax |
— |
— |
— |
— |
— |
— |
— |
( |
) | — |
( |
) | ||||||||||||||||||||||||||||
Other activity |
— |
— |
— |
— |
— |
( |
) | — |
— |
( |
) | ( |
) | |||||||||||||||||||||||||||
Balance as of February 29, 2020 |
$ | — |
$ | — |
$ | — |
|
$ | |
$ | |
$ | ( |
) | $ | ( |
) | $ | |
$ | |
|||||||||||||||||||
February 29, 2020 |
February 23, 2019 |
|||||||
Beginning balance |
$ | |
$ | |
||||
Expense |
|
|
||||||
Claim payments |
( |
) | ( |
) | ||||
Other reductions (1) |
( |
) | ( |
) | ||||
Ending balance |
|
|
||||||
Less current portion |
( |
) | ( |
) | ||||
Long-term portion |
$ | |
$ | |
||||
(1) | Primarily reflects actuarial adjustments for claims experience and systematic adjustments to the fair value of assumed self-insurance liabilities from acquisitions. |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||||||||||||||
Amount (1) |
% of Total |
Amount (1) |
% of Total |
Amount (1) |
% of Total |
|||||||||||||||||||
Non-perishables |
$ | |
|
% | $ | |
|
% | $ | |
|
% | ||||||||||||
Perishables (3) |
|
|
% | |
|
% | |
|
% | |||||||||||||||
Pharmacy |
|
|
% | |
|
% | |
|
% | |||||||||||||||
Fuel |
|
|
% | |
|
% | |
|
% | |||||||||||||||
Other (4) |
|
|
% | |
|
% | |
|
% | |||||||||||||||
Total (5) |
$ | |
|
% | $ | |
|
% | $ | |
|
% | ||||||||||||
(1) | eCommerce related sales are included in the categories to which the revenue pertains. |
(2) | Consists primarily of general merchandise, grocery and frozen foods. |
(3) | Consists primarily of produce, dairy, meat, deli, floral and seafood. |
(4) | Consists primarily of wholesale revenue to third parties, commissions and other miscellaneous revenue. |
(5) | Fiscal 2019 includes approximately $1.1 billion of incremental Net sales and other revenue due to the additional 53rd week. |
February 29, 2020 |
February 23, 2019 |
|||||||
Land |
$ | $ | ||||||
Buildings |
||||||||
Property under construction |
||||||||
Leasehold improvements |
||||||||
Fixtures and equipment |
||||||||
Property and equipment under finance leases |
||||||||
Total property and equipment |
||||||||
Accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Total property and equipment, net |
$ | $ | ||||||
February 29, 2020 |
February 23, 2019 |
|||||||||||||||||||||||||||
Estimated useful lives (Years) |
Gross carrying amount |
Accumulated amortization |
Net |
Gross carrying amount |
Accumulated amortization |
Net |
||||||||||||||||||||||
Trade names |
|
$ | |
$ | ( |
) | $ | |
$ | |
$ | ( |
) | $ | |
|||||||||||||
Beneficial lease rights (1) |
|
|
|
|
|
( |
) | |
||||||||||||||||||||
Customer prescription files |
|
|
( |
) | |
|
( |
) | |
|||||||||||||||||||
Internally developed software |
|
|
( |
) | |
|
( |
) | |
|||||||||||||||||||
Other intangible assets (2) |
|
|
( |
) | |
|
( |
) | |
|||||||||||||||||||
Total finite-lived intangible assets |
|
( |
) | |
|
( |
) | |
||||||||||||||||||||
Liquor licenses and restricted covenants |
Indefinite |
|
— |
|
|
— |
|
|||||||||||||||||||||
Total intangible assets, net |
$ | |
$ | ( |
) | $ | |
$ | |
$ | ( |
) | $ | |
||||||||||||||
(1) | Upon adoption of ASU 2016-02—“Leases (Topic 842)”, beneficial lease rights were reclassified and included in operating lease right-of-use assets. See Note 1—Description of business, basis of presentation and summary of significant accounting policies for additional information. |
(2) | Other intangible assets includes covenants not to compete, specialty accreditation and licenses and patents. |
Fiscal Year |
Amortization Expected |
|||
2020 |
$ | |
||
2021 |
|
|||
2022 |
|
|||
2023 |
|
|||
2024 |
|
|||
Thereafter |
|
|||
Total |
$ | |
||
|
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 |
$ | |
$ | |
$ | |
$ | |
||||||||
Short-term investments (1) |
|
|
|
|
||||||||||||
Non-current investments |
|
|
|
|
||||||||||||
Total |
$ | |
$ | |
$ | |
$ | |
||||||||
Liabilities: |
||||||||||||||||
Derivative contracts (3) |
$ | |
$ | |
$ | |
$ | |
||||||||
Total |
$ | |
$ | |
$ | |
$ | |
||||||||
(1) | Primarily relates to Mutual Funds (Level 1) and Corporate Bonds (Level 2). Included in Other current assets. |
(2) | Primarily relates to investments in publicly traded stock (Level 1) and U.S. Treasury Notes and Corporate Bonds (Level 2). Included in Other assets. |
(3) | Primarily relates to interest rate swaps. Included in Other current liabilities. |
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 |
$ | $ | $ | $ | ||||||||||||
Short-term investments (1) |
||||||||||||||||
Non-current investments |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Derivative contracts (3) |
$ | $ | $ | $ | ||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
(1) | Primarily relates to Mutual Funds. Included in Other current assets. |
(2) | Primarily relates to investments in publicly traded stock (Level 1) and U.S. Treasury Notes and Corporate Bonds (Level 2). Included in Other assets. |
(3) | Primarily relates to interest rate swaps. Included in Other current liabilities. |
Amount of (loss) income recognized from derivatives |
||||||||||||||||
Swaps designated as hedging instruments |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
Location of (loss) income recognized from Swaps |
||||||||||||
Designated interest rate swaps |
$ | ( |
) | $ | ( |
) | $ | Other comprehensive income (loss), net of tax |
Amount of (loss) income recognized from derivatives |
||||||||||||||||
Swaps not designated as hedging instruments |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
Location of (loss) income recognized Swaps |
||||||||||||
Undesignated, ineffective or discontinued portion of interest rate swaps |
$ | ( |
) | $ | $ | Other expense (income), net |
February 29, 2020 |
February 23, 2019 |
|||||||
Senior Unsecured Notes due 2023, 2024, 2025, 2026, 2027, 2028 and 2030 interest rate of |
$ | $ | ||||||
Albertsons Term Loans, interest range of |
||||||||
Safeway Inc. Notes due 2020 to 2031, interest rate range of |
||||||||
New Albertson’s L.P. Notes due 2026 to 2031, interest rate range of |
||||||||
Other notes payable, unsecured |
||||||||
Mortgage notes payable, secured |
||||||||
Finance lease obligations (see Note 8) |
||||||||
Total debt |
||||||||
Less current maturities |
( |
) | ( |
) | ||||
Long-term portion |
$ | $ | ||||||
2020 |
$ | |||
2021 |
||||
2022 |
||||
2023 |
||||
2024 |
||||
Thereafter |
||||
Total |
$ | |||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
ABL Facility, senior secured and unsecured notes, term loans and debentures |
$ | |
$ | |
$ | |
||||||
Finance lease obligations |
|
|
|
|||||||||
Deferred financing costs |
|
|
|
|||||||||
Debt discounts |
|
|
|
|||||||||
Other interest (income) expense |
( |
) | ( |
) | |
|||||||
Interest expense, net |
$ | |
$ | |
$ | |
||||||
Classification |
Fiscal 2019 |
|||||
Operating lease cost (1) |
Cost of sales and Selling and administrative expenses (3) |
$ | |
|||
Finance lease cost |
||||||
Amortization of lease assets |
Cost of sales and Selling and administrative expenses (3) |
|
||||
Interest on lease liabilities |
Interest expense, net |
|
||||
Variable lease cost (2) |
Cost of sales and Selling and administrative expenses (3) |
|
||||
Sublease income |
Net sales and other revenue |
( |
) | |||
Total lease cost, net |
$ | |
||||
(1) | Includes short-term lease cost, which is immaterial. |
(2) | Represents variable lease costs for both operating and finance leases. Includes contingent rent expense and other non-fixed lease related costs, including property taxes, common area maintenance and property insurance. |
(3) | Supply chain-related amounts are included in Cost of sales. |
Classification |
February 29, 2020 |
|||||
Assets |
||||||
Operating |
Operating lease right-of-use assets |
$ | |
|||
Finance |
Property and equipment, net |
|
||||
Total lease assets |
$ | |
||||
Liabilities |
||||||
Current |
||||||
Operating |
Current operating lease obligations |
$ | |
|||
Finance |
Current maturities of long-term debt and finance lease obligations |
|
||||
Long-term |
||||||
Operating |
Long-term operating lease obligations |
|
||||
Finance |
Long-term debt and finance lease obligations |
|
||||
Total lease liabilities |
$ | |
||||
Fiscal 2019 |
||||
Gains on sale leaseback transactions, net |
$ | |
||
Cash paid for amounts included in the measurement of lease liabilities: |
||||
Operating cash flows from operating leases |
|
|||
Operating cash flows from finance leases |
|
|||
Financing cash flows from finance leases |
|
|||
Right-of-use assets obtained in exchange for operating lease obligations |
|
|||
Right-of-use assets obtained in exchange for finance lease obligations |
|
|||
Impairment of right-of-use operating lease assets |
|
|||
Impairment of right-of-use finance lease assets |
|
|||
Weighted average remaining lease term—operating leases |
|
|||
Weighted average remaining lease term—finance leases |
|
|||
Weighted average discount rate—operating leases |
|
% | ||
Weighted average discount rate—finance leases |
|
% |
Lease Obligations |
||||||||
Fiscal year |
Operating Leases |
Finance Leases |
||||||
2020 |
$ | |
$ | |
||||
2021 |
|
|
||||||
2022 |
|
|
||||||
2023 |
|
|
||||||
2024 |
|
|
||||||
Thereafter |
|
|
||||||
Total future minimum obligations |
|
|
||||||
Less interest |
( |
) | ( |
) | ||||
Present value of net future minimum lease obligations |
|
|
||||||
Less current portion |
( |
) | ( |
) | ||||
Long-term obligations |
$ | |
$ | |
||||
Lease Obligations |
||||||||
Fiscal year |
Operating Leases |
Capital Leases |
||||||
2019 |
$ | |
$ | |
||||
2020 |
|
|
||||||
2021 |
|
|
||||||
2022 |
|
|
||||||
2023 |
|
|
||||||
Thereafter |
|
|
||||||
Total future minimum obligations |
$ | |
|
|||||
Less interest |
( |
) | ||||||
Present value of net future minimum lease obligations |
|
|||||||
Less current portion |
( |
) | ||||||
Long-term obligations |
$ | |
||||||
Fiscal 2018 |
Fiscal 2017 |
|||||||
Minimum rent |
$ | $ | ||||||
Contingent rent |
||||||||
Total rent expense |
||||||||
Tenant rental income |
( |
) | ( |
) | ||||
Total rent expense, net of tenant rental income |
$ | $ | ||||||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Current |
||||||||||||
Federal (1) |
$ | |
$ | |
$ | |
||||||
State (2) |
|
( |
) | |
||||||||
Foreign |
|
|
|
|||||||||
Total Current |
|
|
|
|||||||||
Deferred |
||||||||||||
Federal |
( |
) | ( |
) | ( |
) | ||||||
State |
( |
) | ( |
) | ( |
) | ||||||
Foreign |
|
— |
( |
) | ||||||||
Total Deferred |
( |
) | ( |
) | ( |
) | ||||||
Income tax expense (benefit) |
$ | |
$ | ( |
) | $ | ( |
) | ||||
(1) | Federal current tax expense net of $ |
(2) | State current tax expense net of $ |
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Income tax expense (benefit) at federal statutory rate |
$ | |
$ | |
$ | ( |
) | |||||
State income taxes, net of federal benefit |
|
|
( |
) | ||||||||
Change in valuation allowance |
( |
) | ( |
) | ( |
) | ||||||
Tax Cuts and Jobs Act |
|
( |
) | ( |
) | |||||||
Unrecognized tax benefits |
|
( |
) | ( |
) | |||||||
Member loss |
— |
— |
|
|||||||||
Charitable donations |
( |
) | ( |
) | — |
|||||||
Tax Credits |
( |
) | ( |
) | ( |
) | ||||||
CVR liability adjustment |
— |
— |
( |
) | ||||||||
Reorganization of limited liability companies |
— |
— |
|
|||||||||
Nondeductible equity-based compensation expense |
|
|
|
|||||||||
Other |
|
( |
) | ( |
) | |||||||
Income tax expense (benefit) |
$ | |
$ | ( |
) | $ | ( |
) | ||||
February 29, 2020 |
February 23, 2019 |
February 24, 2018 |
||||||||||
Beginning balance |
$ | |
$ | |
$ | |
||||||
Additions charged to income tax expense |
|
|
|
|||||||||
Reductions credited to income tax expense |
( |
) | ( |
) | ( |
) | ||||||
Changes to other comprehensive income or loss and other |
|
|
( |
) | ||||||||
Ending balance |
$ | |
$ | |
$ | |
||||||
February 29, 2020 |
February 23, 2019 |
|||||||
Deferred tax assets: |
||||||||
Compensation and benefits |
$ | |
$ | |
||||
Net operating loss |
|
|
||||||
Pension & postretirement benefits |
|
|
||||||
Reserves |
|
|
||||||
Self-Insurance |
|
|
||||||
Tax credits |
|
|
||||||
Lease obligations |
|
|
||||||
Other |
|
|
||||||
Gross deferred tax assets |
|
|
||||||
Less: valuation allowance |
( |
) | ( |
) | ||||
Total deferred tax assets |
|
|
||||||
Deferred tax liabilities: |
||||||||
Debt discounts |
|
|
||||||
Depreciation and amortization |
|
|
||||||
Inventories |
|
|
||||||
Operating lease assets |
|
— |
||||||
Other |
|
|
||||||
Total deferred tax liabilities |
|
|
||||||
Net deferred tax liability |
$ | ( |
) | $ | ( |
) | ||
Noncurrent deferred tax asset |
$ | |
$ | |
||||
Noncurrent deferred tax liability |
( |
) | ( |
) | ||||
Total |
$ | ( |
) | $ | ( |
) | ||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Beginning balance |
$ | |
$ | |
$ | |
||||||
Increase related to tax positions taken in the current year |
|
|
|
|||||||||
Increase related to tax positions taken in prior years |
|
|
|
|||||||||
Decrease related to tax position taken in prior years |
( |
) | ( |
) | ( |
) | ||||||
Decrease related to settlements with taxing authorities |
( |
) | ( |
) | ( |
) | ||||||
Decrease related to lapse of statute of limitations |
|
( |
) | ( |
) | |||||||
Ending balance |
$ | |
$ | |
$ | |
||||||
Pension |
Other Post-Retirement Benefits |
|||||||||||||||
February 29, 2020 |
February 23, 2019 |
February 29, 2020 |
February 23, 2019 |
|||||||||||||
Change in projected benefit obligation: |
||||||||||||||||
Beginning balance |
$ | |
$ | |
$ | |
$ | |
||||||||
Service cost |
|
|
|
|
||||||||||||
Interest cost |
|
|
|
|
||||||||||||
Actuarial loss (gain) |
|
|
( |
) | ( |
) | ||||||||||
Plan participant contributions |
|
— |
|
|
||||||||||||
Benefit payments (including settlements) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Plan amendments |
( |
) | |
— |
|
|||||||||||
Ending balance |
$ | |
$ | |
$ | |
$ | |
||||||||
Change in fair value of plan assets: |
||||||||||||||||
Beginning balance |
$ | |
$ | |
$ | |
$ | — |
||||||||
Actual return on plan assets |
|
|
— |
|
||||||||||||
Employer contributions |
|
|
|
|
||||||||||||
Plan participant contributions |
|
— |
|
|
||||||||||||
Benefit payments (including settlements) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Ending balance |
$ | |
$ | |
$ | — |
$ | |
||||||||
Components of net amount recognized in financial position: |
||||||||||||||||
Other current liabilities |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Other long-term liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Funded status |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Pension |
Other Post-Retirement Benefits |
|||||||||||||||
February 29, 2020 |
February 23, 2019 |
February 29, 2020 |
February 23, 2019 |
|||||||||||||
Net actuarial loss (gain) |
$ | |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||||
Prior service cost |
|
|
|
|
||||||||||||
$ | |
$ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
February 29, 2020 |
February 23, 2019 |
|||||||
Projected benefit obligation |
$ | |
$ | |
||||
Accumulated benefit obligation |
|
|
||||||
Fair value of plan assets |
|
|
Pension |
Other Post-Retirement Benefits |
|||||||||||||||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2019 |
Fiscal 2018 |
|||||||||||||
Components of net expense: |
||||||||||||||||
Estimated return on plan assets |
$ | ( |
) | $ | ( |
) | $ | |
$ | — |
||||||
Service cost |
|
|
|
|
||||||||||||
Interest cost |
|
|
|
|
||||||||||||
Amortization of prior service cost |
|
|
|
|
||||||||||||
Amortization of net actuarial loss (gain) |
|
( |
) | ( |
) | ( |
) | |||||||||
Loss due to settlement accounting |
|
— |
— |
|
||||||||||||
Loss due to curtailment accounting |
— |
|
|
— |
||||||||||||
(Income) expense, net |
( |
) | |
|
|
|||||||||||
Changes in plan assets and benefit obligations recognized in Other comprehensive (loss) income: |
||||||||||||||||
Net actuarial loss (gain) |
|
|
( |
) | ( |
) | ||||||||||
Settlement loss |
( |
) | — |
— |
|
|||||||||||
Curtailment loss |
|
( |
) | |
— |
|||||||||||
Amortization of net actuarial (loss) gain |
( |
) | |
|
|
|||||||||||
Prior service cost |
( |
) | |
— |
|
|||||||||||
Amortization of prior service cost |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Total recognized in Other comprehensive (loss) income |
|
|
( |
) | ( |
) | ||||||||||
Total net expense and changes in plan assets and benefit obligations recognized in Other comprehensive (loss) income |
$ | |
$ | |
$ | ( |
) | $ | ( |
) | ||||||
February 29, 2020 |
February 23, 2019 |
|||||||
Discount rate |
|
% | |
% | ||||
Rate of compensation increase |
|
% | |
% |
February 29, 2020 |
February 23, 2019 |
|||||||
Discount rate |
|
% | |
% | ||||
Expected return on plan assets: |
|
% | |
% |
Plan Assets |
||||||||||||
Asset category |
Target |
February 29, 2020 |
February 23, 2019 |
|||||||||
Equity |
|
% | |
% | |
% | ||||||
Fixed income |
|
% | |
% | |
% | ||||||
Cash and other |
— |
% | ( |
)% | |
% | ||||||
Total |
|
% | |
% | |
% | ||||||
Plan Assets |
||||||||||||
Asset category |
Target |
February 29, 2020 |
February 23, 2019 |
|||||||||
Equity |
|
% | |
% | |
% | ||||||
Fixed income |
|
% | |
% | |
% | ||||||
Cash and other |
— |
% | |
% | |
% | ||||||
Total |
|
% | |
% | |
% | ||||||
Plan Assets |
||||||||||||
Asset category |
Target (1) |
February 29, 2020 |
February 23, 2019 |
|||||||||
Equity |
|
% | |
% | |
% | ||||||
Fixed income |
|
% | |
% | |
% | ||||||
Cash and other |
— |
% | |
% | ( |
)% | ||||||
Total |
|
% | |
% | |
% | ||||||
(1) | The target market value of equity securities for the United Plan is |
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) |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||
Short-term investment collective trust (2) |
|
|
|
|
|
|||||||||||||||
Common and preferred stock: (3) |
||||||||||||||||||||
Domestic common and preferred stock |
|
|
|
|
|
|||||||||||||||
International common stock |
|
|
|
|
|
|||||||||||||||
Collective trust funds (2) |
|
|
|
|
|
|||||||||||||||
Corporate bonds (4) |
|
|
|
|
|
|||||||||||||||
Mortgage- and other asset-backed securities (5) |
|
|
|
|
|
|||||||||||||||
Mutual funds (6) |
|
|
|
|
|
|||||||||||||||
U.S. government securities (7) |
|
|
|
|
|
|||||||||||||||
Other securities (8) |
|
|
|
|
|
|||||||||||||||
Total |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||
(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 SEC 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. |
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) |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||
Short-term investment collective trust (2) |
|
|
|
|
|
|||||||||||||||
Common and preferred stock: (3) |
||||||||||||||||||||
Domestic common and preferred stock |
|
|
|
|
|
|||||||||||||||
International common stock |
|
|
|
|
|
|||||||||||||||
Collective trust funds (2) |
|
|
|
|
|
|||||||||||||||
Corporate bonds (4) |
|
|
|
|
|
|||||||||||||||
Mortgage- and other asset-backed securities (5) |
|
|
|
|
|
|||||||||||||||
Mutual funds (6) |
|
|
|
|
|
|||||||||||||||
U.S. government securities (7) |
|
|
|
|
|
|||||||||||||||
Other securities (8) |
|
|
|
|
|
|||||||||||||||
Total |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||
(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 SEC 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 |
|||||||
2020 |
$ | |
$ | |
||||
2021 |
|
|
||||||
2022 |
|
|
||||||
2023 |
|
|
||||||
2024 |
|
|
||||||
2025 – 2029 |
|
|
• | 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. |
• | With respect to some multiemployer plans, if the Company chooses to stop participating, 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 the plan an amount based on the underfunded status of the plan, referred to as withdrawal liability. The Company records the actuarially determined liability at an undiscounted amount. |
EIN - PN |
Pension Protection Act zone status (1) |
Company’s 5% of total plan contributions |
FIP/RP status pending/implemented |
|||||||||||||||||||||
Pension fund |
2019 |
2018 |
2018 |
2017 |
||||||||||||||||||||
UFCW-Northern California Employers Joint Pension Trust Fund |
946313554 - 001 |
Red |
Red |
Yes |
Yes |
Implemented |
||||||||||||||||||
Western Conference of Teamsters Pension Plan |
916145047 - 001 |
Green |
Green |
No |
No |
No |
||||||||||||||||||
Southern California United Food & Commercial Workers Unions and Food Employers Joint Pension Plan (4) |
951939092 - 001 |
Red |
Red |
Yes |
Yes |
Implemented |
||||||||||||||||||
Food Employers Labor Relations Association and United Food and Commercial Workers Pension Fund |
526128473 - 001 |
Red |
Red |
Yes |
Yes |
Implemented |
||||||||||||||||||
Sound Retirement Trust (6) |
916069306 - 001 |
Red |
Green |
Yes |
Yes |
Implemented |
||||||||||||||||||
Bakery and Confectionery Union and Industry International Pension Fund |
526118572 - 001 |
Red |
Red |
Yes |
Yes |
Implemented |
||||||||||||||||||
UFCW Union and Participating Food Industry Employers Tri-State Pension Fund |
236396097 - 001 |
Red |
Red |
Yes |
Yes |
Implemented |
||||||||||||||||||
Rocky Mountain UFCW Unions & Employers Pension Plan |
846045986 - 001 |
Green |
Green |
Yes |
Yes |
No |
||||||||||||||||||
UFCW Local 152 Retail Meat Pension Fund (5) |
236209656 - 001 |
Red |
Red |
Yes |
Yes |
Implemented |
||||||||||||||||||
Desert States Employers & UFCW Unions Pension Plan |
846277982 - 001 |
Green |
Green |
Yes |
Yes |
No |
||||||||||||||||||
UFCW International Union - Industry Pension Fund (5) |
516055922 - 001 |
Green |
Green |
Yes |
Yes |
No |
||||||||||||||||||
Mid Atlantic Pension Fund |
461000515 - 001 |
Green |
Green |
Yes |
Yes |
No |
||||||||||||||||||
Retail Food Employers and UFCW Local 711 Pension Trust Fund |
516031512 - 001 |
Red |
Yellow |
Yes |
Yes |
Implemented |
||||||||||||||||||
Oregon Retail Employees Pension Trust |
936074377 - 001 |
Green |
Green |
Yes |
Yes |
No |
||||||||||||||||||
Intermountain Retail Store Employees Pension Trust (7) |
916187192 - 001 |
Red |
Red |
Yes |
Yes |
Implemented |
Contributions of Company (in millions) |
Surcharge imposed (2) |
Expiration date of collective bargaining agreements |
Total collective bargaining agreements |
Most significant collective bargaining agreement(s)(3) |
||||||||||||||||||||||||||||
Pension fund |
2019 |
2018 |
2017 |
Count |
Expiration |
|||||||||||||||||||||||||||
UFCW-Northern California Employers Joint Pension Trust Fund |
$ | |
$ | |
$ | |
No |
10/13/2018 to 10/9/2021 |
|
|
10/13/2018 |
|||||||||||||||||||||
Western Conference of Teamsters Pension Plan |
|
|
|
No |
9/14/2019 to 10/7/2023 |
|
|
9/20/2020 |
||||||||||||||||||||||||
Southern California United Food & Commercial Workers Unions and Food Employers Joint Pension Plan (4) |
|
|
|
No |
3/11/2018 to 3/6/2022 |
|
|
3/6/2022 |
||||||||||||||||||||||||
Food Employers Labor Relations Association and United Food and Commercial Workers Pension Fund |
|
|
|
No |
10/26/2019 to 4/15/2020 |
|
|
10/26/2019 |
||||||||||||||||||||||||
Sound Retirement Trust (6) |
|
|
|
No |
10/13/2018 to 3/18/2023 |
|
|
5/8/2022 |
||||||||||||||||||||||||
Bakery and Confectionery Union and Industry International Pension Fund |
|
|
|
No |
9/3/2011 to 5/6/2023 |
|
|
9/6/2020 |
||||||||||||||||||||||||
UFCW Union and Participating Food Industry Employers Tri-State Pension Fund |
|
|
|
No |
2/1/2020 to 1/31/2022 |
|
|
3/28/2020 |
||||||||||||||||||||||||
Rocky Mountain UFCW Unions & Employers Pension Plan |
|
|
|
No |
11/23/2019 to 11/26/2022 |
|
|
2/19/2022 |
||||||||||||||||||||||||
UFCW Local 152 Retail Meat Pension Fund (5) |
|
|
|
No |
5/2/2020 |
|
|
5/2/2020 |
||||||||||||||||||||||||
Desert States Employers & UFCW Unions Pension Plan |
|
|
|
No |
10/24/2020 to 11/5/2022 |
|
|
10/24/2020 |
||||||||||||||||||||||||
UFCW International Union—Industry Pension Fund (5) |
|
|
|
No |
8/3/2019 to 12/16/2023 |
|
|
5/1/2021 |
||||||||||||||||||||||||
Mid Atlantic Pension Fund |
|
|
|
No |
10/26/2019 to 2/22/2020 |
|
|
10/26/2019 |
||||||||||||||||||||||||
Retail Food Employers and UFCW Local 711 Pension Trust Fund |
|
|
|
No |
5/19/2018 to 12/13/2020 |
|
|
3/2/2019 |
||||||||||||||||||||||||
Oregon Retail Employees Pension Trust |
|
|
|
No |
7/31/2021 to 11/12/2022 |
|
|
1/29/2022 |
||||||||||||||||||||||||
Intermountain Retail Store Employees Pension Trust (7) |
|
|
|
No |
5/19/2013 to 12/10/2022 |
|
|
4/4/2020 |
||||||||||||||||||||||||
Other funds |
|
|
|
|||||||||||||||||||||||||||||
Total Company contributions to U.S. multiemployer pension plans |
$ | |
$ | |
$ | |
||||||||||||||||||||||||||
(1) | PPA established three categories (or “zones”) of plans: (1) “Green Zone” for healthy; (2) “Yellow Zone” for endangered; and (3) “Red Zone” for critical. These categories are based upon the funding ratio of the plan assets to plan liabilities. In general, Green Zone plans have a funding ratio greater than 80%, Yellow Zone plans have a funding ratio between 65%—79%, and Red Zone plans have a funding ratio less than 65%. |
(2) | 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 29, 2020, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by the applicable pension fund. |
(3) | 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. |
(4) | The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at March 31, 2019 and March 31, 2018. |
(5) | The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at June 30, 2018 and June 30, 2017. |
(6) | The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30, 2018 and September 30, 2017. |
(7) | The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at August 31, 2018 and August 31, 2017. |
Fiscal 2019 |
||||||||||||||||||||
Total |
Interest rate swaps |
Pension and Post- retirement benefit plan items |
Foreign currency translation adjustments |
Other |
||||||||||||||||
Beginning AOCI balance |
$ | |
$ | |
$ | |
$ | ( |
) | $ | |
|||||||||
Cumulative effect of accounting change (1) |
|
|
|
|
|
|||||||||||||||
Other comprehensive (loss) income before reclassifications |
( |
) | ( |
) | ( |
) | |
|
||||||||||||
Amounts reclassified from Accumulated other comprehensive (loss) income |
|
|
|
|
|
|||||||||||||||
Tax benefit (expense) |
|
|
|
|
( |
) | ||||||||||||||
Current-period other comprehensive (loss) income, net |
( |
) | ( |
) | ( |
) | |
|
||||||||||||
Ending AOCI balance |
$ | ( |
) | $ | |
$ | ( |
) | $ | ( |
) | $ | |
|||||||
(1) | Related to the adoption of ASU 2018-02, ”Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. |
Fiscal 2018 |
||||||||||||||||||||
Total |
Interest rate swaps |
Pension and Post- retirement benefit plan items |
Foreign currency translation adjustments |
Other |
||||||||||||||||
Beginning AOCI balance |
$ | |
$ | |
$ | |
$ | ( |
) | $ | |
|||||||||
Other comprehensive loss before reclassifications |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Amounts reclassified from Accumulated other comprehensive (loss) income |
( |
) | ( |
) | ( |
) | |
( |
) | |||||||||||
Tax benefit |
|
|
|
|
|
|||||||||||||||
Current-period other comprehensive loss, net |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Ending AOCI balance |
$ | |
$ | |
$ | |
$ | ( |
) | $ | |
|||||||||
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||
Net Income |
$ |
|
$ |
|
$ |
|
||||||
Weighted average common shares outstanding (1) |
|
|
|
|||||||||
Dilutive effect of potential common shares (2) |
|
|
|
|||||||||
Weighted average common shares and potential dilutive common shares outstanding |
|
|
|
|||||||||
Basic net income per common share |
$ |
|
$ |
|
$ |
|
||||||
Diluted net income per common share |
|
|
|
(1) |
Fiscal 2019 and fiscal 2018 include 0.6 million and 0.9 million common shares remaining to be issued, respectively. For fiscal 2017, there were no common shares remaining to be issued |
(2) |
There were no potential common shares outstanding that were antidilutive for fiscal 2019 and fiscal 2018. For fiscal 2017, there were 1.3 million potential common shares excluded from the diluted net income per share calculations because they would have been antidilutive |
Fiscal 2019 |
||||||||||||||||||||
53 Weeks |
Last 13 Weeks |
Third 12 Weeks |
Second 12 Weeks |
First 16 Weeks |
||||||||||||||||
Net sales and other revenue |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||
Gross profit |
|
|
|
|
|
|||||||||||||||
Operating income |
|
|
|
|
|
|||||||||||||||
Income before income taxes |
|
|
|
|
|
|||||||||||||||
Income tax expense |
|
|
|
|
|
|||||||||||||||
Net income |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||
Basic and diluted net income per common share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Fiscal 2018 |
||||||||||||||||||||
52 Weeks |
Last 12 Weeks |
Third 12 Weeks |
Second 12 Weeks |
First 16 Weeks |
||||||||||||||||
Net sales and other revenue |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||
Gross profit |
|
|
|
|
|
|||||||||||||||
Operating income |
|
|
|
|
|
|||||||||||||||
Income (loss) before income taxes |
|
|
( |
) | ( |
) | ( |
) | ||||||||||||
Income tax (benefit) expense |
( |
) | |
( |
) | ( |
) | ( |
) | |||||||||||
Net income (loss) |
$ | |
$ | |
$ | |
$ | ( |
) | $ | ( |
) | ||||||||
Basic and diluted net income (loss) per common share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
BofA Securities |
Goldman Sachs & Co. LLC |
J.P. Morgan |
Citigroup |
Credit Suisse |
Morgan Stanley |
Wells Fargo Securities |
Barclays |
Deutsche Bank Securities |
BMO Capital Markets |
Evercore ISI |
Guggenheim Securities |
Oppenheimer & Co. |
RBC Capital Markets |
Telsey Advisory Group |
MUFG |
Academy Securities |
Blaylock Van, LLC |
SEC registration fee |
$ | 12,980 |
||
FINRA filing fee |
$ | 225,500 |
||
Exchange listing fee |
$ | 295,000 |
||
Printing and engraving expenses |
$ | 1,250,000 |
||
Legal fees and expenses |
$ | 6,200,000 |
||
Accounting fees and expenses |
$ | 500,000 |
||
Blue sky fees and expenses |
$ | 15,000 |
||
Transfer agent and registrar fees |
$ | 25,000 |
||
Miscellaneous expenses |
$ | 2,000,000 |
||
Total |
$ | 10,523,480 |
• | ACI is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL, subject to very limited exceptions; |
• | ACI may indemnify its other employees and agents as set forth in the DGCL; |
• | ACI is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and |
• | the rights conferred in the bylaws are not exclusive. |
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit No. |
Description | |||
1.1*** |
||||
3.1 |
||||
3.2** |
||||
3.3 |
||||
3.4 |
||||
4.1* |
||||
4.2 |
||||
4.3* |
||||
4.4 |
||||
4.5 |
||||
4.6 |
||||
4.7 |
||||
4.8 |
||||
4.9 |
||||
4.10 |
||||
4.11 |
Exhibit No. |
Description | |||
4.11.1 |
||||
4.11.2 |
||||
4.11.3 |
||||
4.11.4 |
||||
4.11.5 |
||||
4.11.6 |
||||
4.11.7 |
||||
4.11.8*** |
||||
4.12 |
Exhibit No. |
Description | |||
4.12.1 |
||||
4.12.2 |
||||
4.12.3 |
||||
4.12.4 |
||||
4.12.5 |
||||
4.12.6* |
||||
4.12.7 |
||||
4.12.8*** |
||||
4.13 |
Exhibit No. |
Description | |||
4.13.1 |
||||
4.13.2*** |
||||
4.14 |
||||
4.14.1*** |
||||
4.15 |
||||
4.15.1*** |
||||
4.16 |
||||
4.16.1*** |
||||
4.17 |
||||
4.17.1*** |
Exhibit No. |
Description | |||
5.1*** |
||||
10.1 |
||||
10.1.1 |
||||
10.2 |
||||
10.3 |
||||
10.4 |
||||
10.5 |
||||
10.6 |
||||
10.7 |
||||
10.8 |
||||
10.9 |
||||
10.10 |
Exhibit No. |
Description | |||
10.11 |
||||
10.12 |
||||
10.13 |
||||
10.14 |
||||
10.15 |
||||
10.16 |
||||
10.17 |
||||
10.18 |
||||
10.19 |
||||
10.20* |
||||
10.21* |
||||
10.22* |
||||
10.23** |
||||
10.24*** |
||||
10.25 |
||||
10.26 |
||||
10.27 |
||||
21.1*** |
||||
23.1*** |
Exhibit No. |
Description | |||
23.2*** |
||||
23.3*** |
||||
24.1* |
||||
101.INS.*** |
XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL 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 | |||
104 |
The cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Previously filed on March 6, 2020. |
** | Previously filed on May 5, 2020. |
*** | Filed herewith. |
Albertsons Companies, Inc. | ||
By: |
/s/ Vivek Sankaran | |
Vivek Sankaran President, Chief Executive Officer and Director (Principal Executive Officer) |
Signature |
Title |
Date | ||
/s/ Vivek Sankaran Vivek Sankaran |
President, Chief Executive Officer and Director (Principal Executive Officer) |
June 10, 2020 | ||
/s/ Robert B. Dimond Robert B. Dimond |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
June 10, 2020 | ||
/s/ Robert B. Larson Robert B. Larson |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
June 10, 2020 | ||
/s/ * Robert G. Miller |
Chairman Emeritus |
June 10, 2020 | ||
/s/ * James L. Donald |
Co-Chairman |
June 10, 2020 | ||
/s/ * Leonard Laufer |
Co-Chairman |
June 10, 2020 | ||
/s/ * Dean S. Adler |
Director |
June 10, 2020 | ||
/s/ * Sharon L. Allen |
Director |
June 10, 2020 | ||
/s/ * Steven A. Davis |
Director |
June 10, 2020 | ||
/s/ * Kim Fennebresque |
Director |
June 10, 2020 |
Signature |
Title |
Date | ||
/s/ * Allen M. Gibson |
Director |
June 10, 2020 | ||
/s/ * Hersch Klaff |
Director |
June 10, 2020 | ||
/s/ * Jay L. Schottenstein |
Director |
June 10, 2020 | ||
/s/ * Alan H. Schumacher |
Director |
June 10, 2020 | ||
/s/ * Lenard B. Tessler |
Director |
June 10, 2020 | ||
/s/ * B. Kevin Turner |
Vice Chairman |
June 10, 2020 | ||
/s/ * Scott Wille |
Director |
June 10, 2020 |
*By: |
/s/ Robert B. Dimond | |
Robert B. Dimond, Attorney-in-Fact |