Supervalu 2012 Annual Report Download

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ANNUAL REPORT FISCAL 2012

Table of contents

  • Page 1
    ANNUAL REPORT FISCAL 2012

  • Page 2
    Financial Highlights (In millions, except per share data) 52 Weeks Ended February 25, 2012 52 Weeks Ended February 26, 2011 Net Sales Retail Independent Business Total Net Sales Operating Earnings (Loss) Retail Independent Business Total Operating Loss Impairment and Other Charges(1) Adjusted ...

  • Page 3
    ... broadly across markets, categories and items. We ramped up the level of these investments each quarter as additional funding was generated. Our Private Brands program also helped deliver greater value as we launched our Essential Everyday label and added 68 new SKUs to our Shoppers Value line. Grew...

  • Page 4
    ... we serve; and, 3. Driving long-term growth. Fiscal 2013 will bring a more intense focus on working toward "Fair Price Plus Promotion," as we layer deeper investments across items, categories and targeted markets. We will continue to remove price as a barrier to shopping our stores, while also...

  • Page 5
    ... Employer Identification No.) 7075 FLYING CLOUD DRIVE EDEN PRAIRIE, MINNESOTA (Address of principal executive offices) 55344 (Zip Code) Registrant's telephone number, including area code: (952) 828-4000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock...

  • Page 6
    ... With Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III 10. 11. 12. 13. 14. Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 7
    ... THE SAFE HARBOR PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT Any statements contained in this Annual Report on Form 10-K regarding the outlook for the Company's businesses and their respective markets, such as projections of future performance, guidance, statements of the Company's plans and...

  • Page 8
    ...doing business Å Changes in interest rates Å Food and drug inflation or deflation Labor Relations Å The Company's ability to renegotiate labor agreements with its unions Å Resolution of issues associated with rising pension, healthcare and employee benefits costs Å Potential for work disruption...

  • Page 9
    ... and Intangible Asset Impairment Charges Å Unfavorable changes in the Company's industry, the broader economy, market conditions, business operations, competition or the Company's stock price and market capitalization Accounting Matters Å Changes in accounting standards that impact the Company...

  • Page 10
    ... its SEC filings free of charge upon written request to Investor Relations, SUPERVALU INC., P.O. Box 990, Minneapolis, MN 55440. All dollar and share amounts in this Annual Report on Form 10-K are in millions, except per share data and where otherwise noted. Financial Information About Reportable...

  • Page 11
    ... retail food stores which range in size from approximately 40,000 to 60,000 square feet and operate under the Acme, Albertsons, Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Shaw's, Shop 'n Save, Shoppers Food & Pharmacy and Star Market banners which have strong local and regional brand...

  • Page 12
    ... offers some independent retail customers the opportunity to franchise a concept or license a service mark. This program helps these customers compete by providing, as part of the franchise or license program, a complete business concept, group advertising, private-label products and other benefits...

  • Page 13
    ... retail customers it supplies, include price, quality, assortment, brand recognition, store location, in-store marketing and merchandising, promotional strategies and other competitive activities. The traditional wholesale distribution component of the Company's Independent business segment...

  • Page 14
    ...-2011 Executive Vice President Market and Real Estate Development, 2010; Senior Vice President Real Estate and Store Development, 2006-2010 Michael Moore (3) Janel S. Haugarth 47 56 Executive Vice President, Chief Marketing Officer Executive Vice President; Merchandising and Logistics 2012 2011...

  • Page 15
    ... Moore was appointed Executive Vice President, Chief Marketing Officer in January 2012. Prior to joining the Company, Mr. Moore served in a number of roles at Procter & Gamble from 1987 to 2011, most recently as its Director of Customer Business Development from 2007 to 2011. (4) Keith E. Kravcik...

  • Page 16
    ..." strategy's business initiatives include providing simplified business processes, funding for price investment and liquidity, greater customer value offerings, fresher products, including produce, business flexibility to meet the demands of their neighborhood and a hassle free customer experience...

  • Page 17
    ... to determine the Company's benefit obligations for certain benefit plans, which require the use of significant estimates, including the discount rate, expected long-term rate of return on plan assets, mortality rates, and the rates of increase in compensation and health care costs. Changes to these...

  • Page 18
    ... to comply with numerous provisions regulating health and sanitation standards, equal employment opportunity, employee benefits, minimum wages and licensing for the sale of food, drugs and alcoholic beverages. The Company's inability to timely obtain permits, comply with government regulations...

  • Page 19
    ...'s customers. Data theft, information espionage or other criminal activity directed at the grocery or drug store industry, the transportation industry, or computer or communications systems may adversely affect the Company's businesses by causing the Company to implement costly security measures...

  • Page 20
    ... offices in Eden Prairie, Minnesota, the Company maintains store support centers in Boise, Idaho and St. Louis, Missouri. Additional information on the Company's properties can be found in Part I, Item 1 of this Annual Report on Form 10-K. The Company's properties are in good condition, well...

  • Page 21
    ... of Wisconsin. The plaintiffs in the case are a consumer goods manufacturer, a grocery co-operative and a retailer marketing services company who allege on behalf of a purported class that the Company and the other defendants (i) conspired to restrict the markets for coupon processing services under...

  • Page 22
    ..., RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is listed on the New York Stock Exchange under the symbol SVU. As of April 13, 2012, there were 20,614 stockholders of record. Common Stock Price Common Stock Price Range 2012 Fiscal First Quarter...

  • Page 23
    ... in the retail grocery industry. The stock price performance shown below is not necessarily indicative of future performance. COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN AMONG SUPERVALU, S&P 500 AND PEER GROUP (1) February 23, 2007 through February 24, 2012 (2) SUPERVALU $150 $125 $100...

  • Page 24
    ... net sales Net earnings (loss) per share- diluted Financial Position Inventories (FIFO) (3) Working capital (3) Property, plant and equipment, net Total assets Debt and capital lease obligations Stockholders' equity Other Statistics Return on average stockholders' equity Book value per share Current...

  • Page 25
    ... private label brands such as Shoppers Value, Culinary Circle and Wild Harvest. Essential Everyday has been introduced across a number of categories, and additional items are being introduced each quarter. To provide funding for planned price investments, the Company is improving its operations...

  • Page 26
    ...conjunction with its overall price investment strategy. The Company does not expect inflation to have a material impact on its ability to execute its business strategy. The following discussion summarizes operating results in fiscal 2012 compared to fiscal 2011 and for fiscal 2011 compared to fiscal...

  • Page 27
    ..., offset in part by fewer items per customer. During fiscal 2012 the Company added 83 new stores through new store development, comprised of one traditional retail food store and 82 hard-discount food stores, and sold or closed 43 stores, including planned dispositions, of which 13 were traditional...

  • Page 28
    ... the sale of Total Logistic Control recorded in fiscal 2011, partially offset by a 10 basis point increase due to a $20 charge related to workforce reductions in fiscal 2012. The remaining 10 basis point improvement in fiscal 2012 is primarily due to lower store support costs, employee benefit costs...

  • Page 29
    ... items per customer offset in part by moderate levels of inflation. During fiscal 2011 the Company added 132 new stores through new store development, comprised of three traditional retail food stores and 129 hard-discount food stores, and sold or closed 87 stores, including planned dispositions...

  • Page 30
    ... of lower sales volume, store closures, and market exits, net of sales deleveraging totaling $467 and a $62 gain on the sale of Total Logistic Control. These factors were offset in part by a $150 charge related to store closure and exit costs, labor buyouts, and labor disputes in fiscal 2011. In...

  • Page 31
    ... diluted share, related to planned retail market exits, closure of non-strategic stores and fees received from the early termination of a supply agreement. CRITICAL ACCOUNTING POLICIES The preparation of consolidated financial statements in conformity with accounting standards requires management to...

  • Page 32
    ...; supporting the introduction of new products into the Company's retail stores and distribution system; exclusivity rights in certain categories; and to compensate for temporary price reductions offered to customers on products held for sale at retail stores. The Company also receives vendor funds...

  • Page 33
    ..., Jewel-Osco, ACME, Albertson's Southern California, Albertson's Inter-Mountain West, Hornbachers, Farm Fresh, Cub Foods, Shop'n Save and Shaw's. The Company's hard-discount stores reporting unit is comprised of a single component under one banner: Save-A-Lot. The independent business reporting unit...

  • Page 34
    ... are impacted by variable factors including inflation, the general health of the economy and market competition. During the third and fourth quarters of fiscal 2012 the Company's stock price experienced a significant and sustained decline. As a result, the Company performed reviews of goodwill...

  • Page 35
    ... of service, compensation, and age at retirement or termination. Effective December 31, 2007, the Company authorized amendments to the SUPERVALU Retirement Plan and certain supplemental executive retirement benefit plans whereby service crediting ended in these plans and no employees will become...

  • Page 36
    ... asset class, and historical long-term investment performance. The 10-year annual average rate of return on pension assets for fiscal 2012 and fiscal 2011 are lower than the assumed long-term rate of return of 7.5 and 7.75 percent due to the unprecedented decline in the economy and the credit market...

  • Page 37
    ... these liabilities at the appropriate statutory interest rate. The actual benefits ultimately realized for tax positions may differ from the Company's estimates due to changes in facts, circumstances and new information. As of February 25, 2012 and February 26, 2011, the Company had $165 and $182 of...

  • Page 38
    ...with financial institutions. These letters of credit primarily support workers' compensation, merchandise import programs and payment obligations. Facility fees under the Revolving Credit Facility are 0.625 percent. Borrowings under the term loans may be paid, in full or in part, at any time without...

  • Page 39
    ... minimum Employee Retirement Income Security Act of 1974, as amended ("ERISA") requirements. Cash contributions decreased in fiscal 2012 compared to fiscal 2011 due to pre-funding of $63 in fiscal 2011 for fiscal 2012 contributions. The Company's funding policy for the defined benefit pension plans...

  • Page 40
    ..., which indemnities may be secured by operation of law or otherwise, in the ordinary course of business. These contracts primarily relate to the Company's commercial contracts, operating leases and other real estate contracts, financial agreements, agreements to provide services to the Company and...

  • Page 41
    ... efforts, investment returns on the assets held in the plans, actions taken by trustees who manage the plans' benefit payments and requirements under the Pension Protection Act of 2006 and Section 412(e) of the Internal Revenue Code. The Company also makes contributions to multiemployer health and...

  • Page 42
    ... have annual purchase commitments of $1 or greater. As of February 25, 2012, future purchase obligations existed that primarily related to fixed asset and information technology commitments. In addition, in the ordinary course of business, the Company enters into supply contracts to purchase product...

  • Page 43
    ... financial instruments that are sensitive to changes in interest rates, including notes receivable and debt obligations. For debt obligations, the table presents principal payments and related weighted average interest rates by year of maturity using interest rates as of February 25, 2012 applicable...

  • Page 44
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index of Financial Statements and Schedules Page(s) Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Segment Financial Information for the fiscal years ended February 25, 2012, February 26, 2011 and ...

  • Page 45
    ...is to express an opinion on these consolidated financial statements and financial statement schedule, and an opinion on SUPERVALU INC.'s internal control over financial reporting, based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight...

  • Page 46
    ... 26, 2011 (52 weeks) February 27, 2010 (52 weeks) 31,637 77.9% 8,960 22.1% 40,597 100.0% 27,906 $ 77.3% 8,194 22.7% 36,100 $ 100.0% 28,911 $ 77.0% 8,623 23.0% 37,534 $ 100.0% $ Operating earnings (loss) Retail food (1) % of sales Independent business % of sales Corporate Total operating earnings...

  • Page 47
    SUPERVALU INC. and Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS (In millions, except per share data) February 25, 2012 February 26, 2011 (52 weeks) (52 weeks) Net sales Cost of sales Gross profit Selling and administrative expenses Goodwill and intangible asset impairment charges Operating ...

  • Page 48
    ... lease obligations Other current liabilities Total current liabilities Long-term debt and capital lease obligations Pension and other postretirement benefit obligations Other long-term liabilities Commitments and contingencies Stockholders' equity Common stock, $1.00 par value: 400 shares authorized...

  • Page 49
    ... activity (net of tax of $28) Sales of common stock under option plans Cash dividends declared on common stock $0.3500 per share Compensation under employee incentive plans Purchase of shares for treasury Balances as of February 26, 2011 Net loss Pension and other postretirement activity (net of tax...

  • Page 50
    ... used in investing activities Cash flows from financing activities Proceeds from issuance of long-term debt Payment of long-term debt and capital lease obligations Dividends paid Net proceeds from the sale of common stock under option plans and related tax benefits Payment for purchase of treasury...

  • Page 51
    ...operations under the Acme, Albertsons, Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Save-A-Lot, Shaw's, Shop 'n Save, Shoppers Food & Pharmacy and Star Market banners as well as in-store pharmacies under the Osco and Sav-on banners. Additionally, the Company provides supply chain services...

  • Page 52
    ... Selling and administrative expenses consist primarily of store and corporate employee-related costs, such as salaries and wages, health and welfare, worker's compensation and pension benefits, as well as rent, occupancy and operating costs, depreciation and amortization and other administrative...

  • Page 53
    ... stores, hard-discount stores and independent business services. Fair values are determined by using both the market approach, applying a multiple of earnings based on the guideline publicly traded company method, and the income approach, discounting projected future cash flows based on management...

  • Page 54
    ... fair value. Fair value is based on current market values or discounted future cash flows using Level 3 inputs. The Company estimates fair value based on the Company's experience and knowledge of the market in which the property is located and, when necessary, utilizes local real estate brokers...

  • Page 55
    ... are net of discounts of $159 and $178 as of February 25, 2012 and February 26, 2011, respectively. Benefit Plans The Company recognizes the funded status of its Company sponsored defined benefit plans in its Consolidated Balance Sheets and gains or losses and prior service costs or credits not yet...

  • Page 56
    ... September 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-09, Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80) ("ASU 2011-09"). This accounting standard provides guidance on disclosure requirements for employers participating...

  • Page 57
    ... net February 26, Impairments adjustments 2011 Additions Other net February 25, Impairments adjustments 2012 Goodwill: Retail food goodwill Accumulated impairment losses Total Retail food goodwill, net Independent business goodwill Total goodwill $ 6,114 $ - $ - $ 2 $ 6,116 $ - $ - $ (16...

  • Page 58
    ...During the second quarter of fiscal 2011 the Company's stock price had a significant and sustained decline and book value per share substantially exceeded the stock price. As a result, the Company completed an impairment review and recorded non-cash impairment charges of $1,840 related to the Retail...

  • Page 59
    ... were recorded in the fourth quarter as a result of the planned retail market exits. Additions and adjustments to the reserves for closed properties and property, plant and equipment-related impairment charges for fiscal 2012, 2011 and 2010 were primarily related to the Retail food segment, and were...

  • Page 60
    ... book value as of February 25, 2012. The estimated fair value of notes receivable was greater than the book value by approximately $3 as of February 26, 2011. Notes receivable are valued based on a discounted cash flow approach applying a market rate for similar instruments. The estimated fair value...

  • Page 61
    ... 52 (216) 1,096 6,256 (388) 5,868 $ $ 2011 1,382 1,000 650 490 440 400 300 272 225 200 200 96 90 102 (250) 1,154 6,751 (403) 6,348 Future maturities of long-term debt, excluding the net discount on the debt and capital lease obligations, as of February 25, 2012 consist of the following: Fiscal Year...

  • Page 62
    ...with financial institutions. These letters of credit primarily support workers' compensation, merchandise import programs and payment obligations. Facility fees under the Revolving Credit Facility are 0.625 percent. Borrowings under the term loans may be paid, in full or in part, at any time without...

  • Page 63
    ...to purchase. Future minimum lease payments to be made by the Company for noncancellable operating leases and capital leases as of February 25, 2012 consist of the following: Lease Obligations Fiscal Year 2013 2014 2015 2016 2017 Thereafter Total future minimum obligations Less interest Present value...

  • Page 64
    ... 2014 2015 2016 2017 Thereafter Total minimum lease receipts Less unearned income Net investment in direct financing leases Less current portion Long-term portion The carrying value of owned property leased to third parties under operating leases was as follows: 2012 Property, plant and equipment...

  • Page 65
    ... between the bases of assets and liabilities for financial reporting and income tax purposes. The Company's deferred tax assets and liabilities consisted of the following: 2012 Deferred tax assets: Compensation and benefits Self-insurance Property, plant and equipment and capitalized lease assets...

  • Page 66
    ... and Compensation Committee of the Board (the "Compensation Committee") may determine at the time of grant whether each stock-based award granted will be a non-qualified or incentive stockbased award under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The terms of...

  • Page 67
    ... of Directors or the Compensation Committee. LTIP In April 2011 the Company granted performance awards to employees under the SUPERVALU INC. 2007 Stock Plan as part of the Company's LTIP. Payout of the award, if at all, will be based on the highest payout under the terms of the grant based on the...

  • Page 68
    ... fiscal 2011 and 2010 was $1. Intrinsic value is measured using the fair market value as of the date of exercise for stock options exercised and the fair market value as of February 25, 2012, less the applicable exercise price. The fair value of each stock option is estimated as of the date of grant...

  • Page 69
    ... Average Grant-Date Fair Value $ 17.86 9.07 10.22 19.81 17.96 Compensation Expense The components of pre-tax stock-based compensation expense (included primarily in Selling and administrative expenses in the Consolidated Statements of Earnings) and related tax benefits were as follows: 2012 Stock...

  • Page 70
    ... retirees pay contributions to fund the remaining cost. Effective December 31, 2007, the Company authorized amendments to the SUPERVALU Retirement Plan and certain supplemental executive retirement benefit plans whereby service crediting ended in these plans and no employees will become eligible to...

  • Page 71
    ..., fair value of plan assets and funded status of the defined benefit pension plans and other postretirement benefit plans consisted of the following: Pension Benefits 2012 2011 Change in Benefit Obligation Benefit obligation at beginning of year Plan Amendment Service cost Interest cost Transfers...

  • Page 72
    ... comprehensive loss for the defined benefit pension plans and other postretirement benefit plans consists of the following: Pension Benefits 2012 2011 Prior service benefit Net actuarial loss Total recognized in accumulated other comprehensive loss Total recognized in accumulated other comprehensive...

  • Page 73
    ...be used in connection with its pension and other postretirement obligations annually. In determining the discount rate, the Company uses the yield on corporate bonds (rated AA or better) that coincides with the cash flows of the plans' estimated benefit payouts. The model uses a yield curve approach...

  • Page 74
    ...-Valued at the closing price reported in the active market in which the individual securities are traded. Common collective trusts-Valued at Net Asset Value ("NAV"), which is based on the value of the underlying securities owned by the fund and divided by the number of shares outstanding. Corporate...

  • Page 75
    ... in fair value. Mutual funds-Mutual funds are valued at the closing price reported in the active market in which the individual securities are traded. Other mutual funds are valued at NAV, which is based on the value of the underlying securities owned by the fund and divided by the number of shares...

  • Page 76
    ...fair value of assets of the Company's benefit plans held in a master trust as of February 26, 2011, by asset category, consisted of the following: Level 1 Common stock Common collective trusts-fixed income Common collective trusts-equity Government securities Mutual funds Corporate bonds Real estate...

  • Page 77
    ...is self-insured for certain of its employees' short-term and long-term disability plans, the primary benefits paid to inactive employees prior to retirement. As of February 25, 2012, the obligation for post-employment benefits was $44, with $22 included in Accrued vacation, compensation and benefits...

  • Page 78
    ... the Employee Identification Number ("EIN") and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status ("PPA") available in 2012 and 2011 relates to the plans' two most recent fiscal year-ends. The zone status is based on information...

  • Page 79
    ... Pension Trust Fund UFCW Union and Participating Food Industry Employers Tri-State Pension Fund Western Conference of Teamsters Pension Plan Central States, Southeast and Southwest Areas Pension Fund Minneapolis Food Distributing Industry Pension Plan United Food and Commercial Workers Union Local...

  • Page 80
    ... Trust Fund UFCW Union and Participating Food Industry Employers Tri-State Pension Fund Western Conference of Teamsters Pension Plan Central States, Southeast and Southwest Areas Pension Fund Minneapolis Food Distributing Industry Pension Plan United Food and Commercial Workers Union Local...

  • Page 81
    ... it will be required to assume a material amount of these obligations is remote. In the ordinary course of business, the Company enters into supply contracts to purchase products for resale and purchase and service contracts for fixed asset and information technology commitments. These contracts 77

  • Page 82
    ..., which indemnities may be secured by operation of law or otherwise, in the ordinary course of business. These contracts primarily relate to the Company's commercial contracts, operating leases and other real estate contracts, financial agreements, agreements to provide services to the Company and...

  • Page 83
    ... operating decision maker is the Chief Executive Officer. The Company offers a wide variety of grocery products, general merchandise and health and beauty care, pharmacy, fuel and other items and services. The Company's business is classified by management into two reportable segments: Retail food...

  • Page 84
    ... such items as household products, over-the-counter medication, beauty care, personal care, seasonal items and tobacco NOTE 15-DIVESTITURE During the second quarter of fiscal 2012, the Company announced it had reached an agreement to sell 107 fuel centers which were part of the Retail food segment...

  • Page 85
    ... QUARTERLY FINANCIAL INFORMATION (In millions, except per share data) Unaudited quarterly financial information for SUPERVALU INC. and subsidiaries is as follows: 2012 First (16 wks) Net sales Gross profit Net earnings (loss) Net earnings (loss) per share-diluted Dividends declared per share...

  • Page 86
    SUPERVALU INC. and Subsidiaries SCHEDULE II-Valuation and Qualifying Accounts (In millions) Balance at Beginning of Fiscal Year Balance at End of Fiscal Year Description Allowance for losses on receivables: 2012 2011 2010 Additions Deductions $ 8 12 15 7 12 6 (7) $ (16) (9) 8 8 12 82

  • Page 87
    ... Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. Management's Annual Report on Internal Control Over Financial Reporting The financial statements, financial analyses and all other information included in this Annual Report...

  • Page 88
    ...over financial reporting. ITEM 9B. OTHER INFORMATION As previously disclosed on the Company's Current Report on Form 8-K filed with the SEC on February 10, 2012, Julie Dexter Berg, former Executive Vice President and Chief Marketing Officer of SUPERVALU INC., left the company to pursue other career...

  • Page 89
    ... by reference to the Company's definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14a in connection with the Company's 2012 Annual Meeting of Stockholders under the heading "Approval of SUPERVALU, INC. 2012 Stock Plan (Item 4)-Equity Compensation Plan Information." 85

  • Page 90
    ... Statement to be filed with the SEC pursuant to Regulation 14A in connection with the Company's 2012 Annual Meeting of Stockholders under the heading "Board Practices- Policy and Procedures Regarding Transactions with Related Persons." ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information...

  • Page 91
    ... registered public accountants, are filed as part of this Annual Report on Form 10-K. (2) Financial Statement Schedules: The consolidated financial statement schedule to the Company listed in the accompanying "Index of Financial Statements and Schedules." (3) Exhibits: (2) Plan of Acquisition...

  • Page 92
    ...Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended September 11, 1999. Intentionally Omitted Intentionally Omitted Indenture dated as of May 1, 1992, between Albertson's, Inc. and Morgan Guaranty Trust Company of New York, as Trustee, is incorporated...

  • Page 93
    ...the Company's Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11, 2004.* Form of SUPERVALU INC. 2002 Stock Plan Restoration Stock Option Agreement for Non-Employee Directors and Restoration Stock Option Terms and Conditions for Non-Employee Directors is incorporated...

  • Page 94
    ... 28, 2004.* SUPERVALU/Richfood Stock Incentive Plan, as amended, is incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended February 24, 2007.* Intentionally omitted. SUPERVALU INC. Annual Cash Bonus Plan for Designated Corporate Officers, as...

  • Page 95
    ...8-K of Albertson's, Inc. (Commission File Number 1-6187) filed with the SEC on December 20, 2004.* Form of Albertson's, Inc. 2004 Equity and Performance Incentive Plan Non-Employee Director Deferred Share Units Agreement is incorporated herein by reference to Exhibit 10.58 to the Quarterly Report on...

  • Page 96
    ... of Deferrable Restricted Stock Units is incorporated herein by reference to Exhibit 10.59 to the Current Report on Form 8-K of Albertson's, Inc. (Commission File Number 1-6187) filed with the SEC on December 20, 2004.* SUPERVALU INC. Deferred Compensation Plan for Non-Employee Directors, as amended...

  • Page 97
    ...)h. to the Company's Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 12, 1998.* Fourth Amendment to SUPERVALU INC. Non-Qualified Supplement Executive Retirement Plan is incorporated herein by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for...

  • Page 98
    .... 2000 Deferred Compensation Plan, dated as of April 28, 2006, is incorporated herein by reference to Exhibit 10.10.5 to the Quarterly Report on Form 10-Q of Albertson's, Inc. (Commission File Number 1-6187) for the quarter ended May 4, 2006.* Albertson's, Inc. Executive Pension Makeup Plan, amended...

  • Page 99
    ... Quarterly Report on Form 10-Q filed with the SEC on October 20, 2010.* First Amendment to the Albertson's, Inc. Executive ASRE Makeup Plan, dated as of May 25, 2001, is incorporated herein by reference to Exhibit 10.14.1 to the Annual Report on Form 10-K of Albertson's, Inc. (Commission File Number...

  • Page 100
    ... on Form 10-Q of Albertson's, Inc. (Commission File Number 1-6187) for the quarter ended October 29, 1998.* Amendment to the Albertson's, Inc. Executive Pension Makeup Trust, dated as of December 1, 1999, is incorporated herein by reference to Exhibit 10.18.3 to the Annual Report on Form 10-K of...

  • Page 101
    ... ended January 29, 2004.* Fifth Amendment to the Albertson's, Inc. Non-Employees Directors' Deferred Compensation Plan, dated as of April 28, 2006, is incorporated herein by reference to Exhibit 10.21.5 to the Quarterly Report on Form 10-Q of Albertson's, Inc. (Commission File Number 1-6187) for the...

  • Page 102
    ...August 1, 2004, by and between Albertson's, Inc. and Atlantic Trust Company, N.A. is incorporated herein by reference to Exhibit 10.62 to the Quarterly Report on Form 10-Q of Albertson's, Inc. (Commission File Number 1-6187) for the quarter ended November 3, 2005.* SUPERVALU INC. 2007 Stock Plan, as...

  • Page 103
    ... 14, 2008.* Summary of Non-Employee Director Compensation is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 1, 2007.* SUPERVALU Executive Deferred Compensation Plan (2008 Statement) is incorporated herein by reference to...

  • Page 104
    ...2007 Stock Plan Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Terms and Conditions for Officers, is incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on April 20, 2010.* Form of SUPERVALU INC. 2007 Stock Plan Stock...

  • Page 105
    ..." New York Branch, and the other conduit purchasers, alternate purchasers and facility agents party thereto is incorporated by reference to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 12, 2012. Amendment No. 1 to Executive and Officer Severance Pay Plan. Severance...

  • Page 106
    ...2002. 32.2. (101) Interactive Data File. 101. The following materials from the SUPERVALU INC. Annual Report on Form 10-K for the fiscal year ended February 25, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Segment Financial Information (ii) the Consolidated...

  • Page 107
    ... of SUPERVALU and in the capacities and on the dates indicated: Signature /s/ CRAIG R. HERKERT Craig R. Herkert Title Chief Executive Officer and President; Director (principal executive officer) Executive Vice President, Chief Financial Officer (principal financial and accounting officer) Director...

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    ... and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 18, 2012 /s/ CRAIG R. HERKERT Craig R. Herkert Chief Executive Officer

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    ... information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 18, 2012 SHERRY M. SMITH Sherry M. Smith Executive Vice President, Chief Financial Officer...

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    ...information contained in that Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company for the period and as of the dates covered thereby. Dated: April 18, 2012 /s/ CRAIG R. HERKERT Craig R. Herkert Chief Executive Officer

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    ... that Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company for the period and as of the dates covered thereby. Dated: April 18, 2012 SHERRY M. SMITH Sherry M. Smith Executive Vice President, Chief Financial Officer /S/

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    ... products company Executive Team CRAIG R. HERKERT Chief Executive Officer & President LEON G. BERGMANN President & Chief Operating Officer, Independent Business JANEL S. HAUGARTH Executive Vice President, Merchandising & Logistics J. ANDREW HERRING Executive Vice President, Real Estate, Market...

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    P.O. BOX 990 MINNEAPOLIS, MN 55440 952-828-4000 supervalu.com