ACI 10-K Annual Report Feb. 23, 2019 | Alphaminr
Albertsons Companies, Inc.
ALPHAMINR

ACI 10-K Fiscal year ended Feb. 23, 2019

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IItem 1 - BusinessItem 1A - Risk FactorsItem 1B - Unresolved Staff CommentsItem 2 - PropertiesItem 3 - Legal ProceedingsItem 4 - Mine Safety DisclosuresPart IIItem 5 - Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase Of Equity SecuritiesItem 6 - Selected Financial InformationItem 7 - Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A - Quantitative and Qualitative Disclosures About Market RiskItem 8 - Financial Statements and Supplementary DataNote 1 - Description Of Business, Basis Of Presentation and Summary Of Significant Accounting PoliciesNote 2 - AcquisitionsNote 3 - Lease Exit Costs and Properties Held For SaleNote 4 - Property and EquipmentNote 5 - Goodwill and Intangible AssetsNote 6 - Fair Value MeasurementsNote 7 - Derivative Financial InstrumentsNote 8 - Long-term DebtNote 9 - LeasesNote 10 - Stockholders' EquityNote 11 - Income TaxesNote 12 - Employee Benefit Plans and Collective Bargaining AgreementsNote 13 - Related Parties and Other RelationshipsNote 14 - Commitments and Contingencies and Off Balance Sheet ArrangementsNote 15 - Other Comprehensive Income Or LossNote 16 - Quarterly Information (unaudited)Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A - Controls and ProceduresItem 9B - Other InformationPart IIIItem 10 - Directors, Executive Officers and Corporate GovernanceItem 11 - Executive CompensationItem 12 - Security Ownership Of Certain Beneficial Owners and Management, and Related Member MattersItem 13 - Certain Relationships and Related Transactions, and Director IndependenceItem 14 - Principal Accountant Fees and ServicesPart IVItem 15 - Exhibits, Financial Statement SchedulesItem 16 - Summary

Exhibits

3.1 Certificate of Incorporation of Albertsons Companies, Inc., including Amendments of Certificate of Incorporation, dated September 21, 2015 and February 16, 2018 Albertsons Companies, Inc. 4/6/2018 S-4 3.1 3.2 Amended and Restated Bylaws of Albertsons Companies, Inc. Albertsons Companies, Inc. * * * 4.1 Stockholders' Agreement, dated as of December 3, 2017 by and among Albertsons Companies, Inc., Albertsons Investor and KIM ACI Albertsons Companies, Inc. 3/1/2018 8-K15D5 10.1 4.2 Indenture, dated September 10, 1997, between Safeway Inc., and the Bank of New York, as trustee Albertsons Companies, LLC 5/19/2017 S-4 4.1 4.3 Form of Officers' Certificate establishing the terms of Safeway Inc.'s 3.95% Notes due 2020, including the form of Notes Albertsons Companies, LLC 5/19/2017 S-4 4.5 4.4 Form of Officers' Certificate establishing the terms of Safeway Inc.'s 4.75% Notes due 2021, including the form of Notes Albertsons Companies, Inc. 7/8/2015 S-1 4.3 4.5 Form of Officers' Certificate establishing the terms of Safeway Inc.'s 7.45% Senior Debentures due 2027, including the form of Notes Albertsons Companies, LLC 5/19/2017 S-4 4.6 4.6 Form of Officers' Certificate establishing the terms of Safeway Inc.'s 7.25% Debentures due 2031, including the form of Notes Albertsons Companies, LLC 5/19/2017 S-4 4.7 4.7 Indenture, dated May 1, 1992, between New Albertson's, Inc. (as successor to Albertson's, Inc.) and U.S. Bank Trust National Association (as successor to Morgan Guaranty Trust Company of New York), as trustee (as supplemented by Supplemental Indenture No. 1, dated as of May 7, 2004; Supplemental Indenture No. 2, dated as of June 1, 2006; Supplemental Indenture No. 3, dated as of December 29, 2008 and Supplemental Indenture No. 4, dated as of December 3, 2017) Albertsons Companies, Inc. 4/6/2018 S-4 4.10 4.8 Indenture, dated May 1, 1995, between American Stores Company, LLC and Wells Fargo Bank, National Association (as successor to The First National bank of Chicago), as trustee (as further supplemented) Albertsons Companies, LLC 5/19/2017 S-4 4.11 4.9 Indenture, dated May 31, 2016, by and among Albertsons Companies, LLC, New Albertson's, Inc., Safeway Inc. and Albertson's LLC (collectively, the "Issuers"), certain subsidiaries of the Issuers, as guarantors, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024 Albertsons Companies, LLC 5/19/2017 S-4 4.17 4.9.1 First Supplemental Indenture dated as of December 23, 2016, by and among Albertsons Companies, LLC, New Albertson's, Inc., Safeway Inc. and Albertson's LLC (collectively, the "Issuers"), certain subsidiaries of the Issuers, as guarantors, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024 Albertsons Companies, LLC 5/19/2017 S-4 4.19 4.9.2 Second Supplemental Indenture dated as of April 21, 2017, by and among Albertsons Companies, LLC, New Albertson's, Inc., Safeway Inc. and Albertson's LLC (collectively, the "Issuers"), certain subsidiaries of the Issuers, as guarantors, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024 Albertsons Companies, LLC 5/19/2017 S-4 4.21 4.9.3 Third Supplemental Indenture dated as of May 5, 2017, by and among Albertsons Companies, LLC, New Albertson's, Inc., Safeway Inc. and Albertson's LLC, the additional issuers and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024 Albertsons Companies, LLC 5/19/2017 S-4 4.23 4.9.4 Fourth Supplemental Indenture dated as of December 3, 2017, by and among Albertsons Companies, LLC, New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024 Albertsons Companies, Inc. 4/6/2018 S-4 4.12.4 4.9.5 Fifth Supplemental Indenture dated as of February 25, 2018, by and among Albertsons Companies, Inc., New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024 Albertsons Companies, Inc. 4/6/2018 S-4 4.12.5 4.9.6 Sixth Supplemental Indenture dated as of November 16, 2018, by and among Albertsons Companies, Inc., New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024 Albertsons Companies, Inc. * * * 4.9.7 Seventh Supplemental Indenture dated as of April 17, 2019, by and among Albertsons Companies, Inc., New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024 Albertsons Companies, Inc. * * * 4.10 Indenture, dated August 9, 2016, by and among Albertsons Companies, LLC, New Albertson's, Inc., Safeway Inc. and Albertson's LLC (collectively, the "Issuers"), certain subsidiaries of the Issuers, as guarantors, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025 Albertsons Companies, LLC 5/19/2017 S-4 4.18 4.10.1 First Supplemental Indenture dated as of December 23, 2016, by and among Albertsons Companies, LLC, New Albertson's, Inc., Safeway Inc. and Albertson's LLC (collectively, the "Issuers"), certain subsidiaries of the Issuers, as guarantors, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025 Albertsons Companies, LLC 5/19/2017 S-4 4.20 4.10.2 Second Supplemental Indenture dated as of April 21, 2017, by and among Albertsons Companies, LLC, New Albertson's, Inc., Safeway Inc. and Albertson's LLC (collectively, the "Issuers"), certain subsidiaries of the Issuers, as guarantors, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025 Albertsons Companies, LLC 5/19/2017 S-4 4.22 4.10.3 Third Supplemental Indenture dated as of May 5, 2017, by and among Albertsons Companies, LLC, New Albertson's, Inc., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025 Albertsons Companies, LLC 5/19/2017 S-4 4.24 4.10.4 Fourth Supplemental Indenture dated as of December 3, 2017, by and among Albertsons Companies, LLC, New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025 Albertsons Companies, Inc. 4/6/2018 S-4 4.13.4 4.10.5 Fifth Supplemental Indenture dated as of February 25, 2018, by and among Albertsons Companies, Inc., New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025 Albertsons Companies, Inc. 4/6/2018 S-4 4.13.5 4.10.6 Sixth Supplemental Indenture dated as of November 16, 2018, by and among Albertsons Companies, Inc., New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025 Albertsons Companies, Inc. * * * 4.10.7 Seventh Supplemental Indenture dated as of April 17, 2019, by and among Albertsons Companies, Inc., New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025 Albertsons Companies, Inc. * * * 4.11 Indenture, dated as of February 5, 2019, by and among Albertsons Companies, Inc., Safeway Inc., New Albertsons, L.P., Albertson's LLC, the guarantors party thereto from time to time, and Wilmington Trust, National Association, as Trustee with respect to the 7.5% Senior Secured Notes due 2026 Albertsons Companies, Inc. 2/5/2019 8-K 4.1 4.11.1 First Supplemental Indenture, dated as of April 17, 2019, by and among Albertsons Companies, Inc., Safeway Inc., New Albertsons, L.P., Albertson's LLC, the guarantors party thereto from time to time, and Wilmington Trust, National Association, as trustee with respect to the 7.5% Senior Notes due 2026 Albertsons Companies, Inc. * * * 10.1 Third Amended and Restated Asset-Based Revolving Credit Agreement, dated as of November 16, 2018, among Albertsons Companies, Inc., as lead borrower, the subsidiary borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A. as administrative and collateral agent. Albertsons Companies, Inc. 11/16/2018 8-K 10.2 10.2 Amendment No. 7, dated as of November 16, 2018, to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 among Albertson's Companies, LLC, Albertson's LLC, Safeway Inc. and the other co-borrowers thereto, as guarantors, the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative and collateral agent Albertsons Companies, Inc. 11/16/2016 8-K 10.1 10.3 Decision and Order, dated January 27, 2015, between the Federal Trade Commission, Cerberus Institutional Partners V, L.P., AB Acquisition LLC and Safeway Inc. Albertsons Companies, LLC 5/19/2017 S-4 10.10 10.4 Employment Agreement, dated March 13, 2006, between Albertsons Companies, Inc. (as successor to AB Acquisition LLC) and Robert Miller, as amended on March 6, 2014 Albertsons Companies, LLC 5/19/2017 S-4 10.15 10.5 Letter Agreement, dated September 21, 2015, between Albertsons Companies, Inc. and Sharon Allen Albertsons Companies, LLC 5/19/2017 S-4 10.19 10.6 Letter Agreement, dated September 21, 2015, between Albertsons Companies, Inc. and Steven A. Davis Albertsons Companies, LLC 5/19/2017 S-4 10.20 10.7 Employment Agreement, dated August 1, 2017, between AB Management Services Corp. and Robert Dimond Albertsons Companies, Inc. 11/8/2017 S-1/A 10.25 10.8 Employment Agreement, dated August 1, 2017, between AB Management Services Corp. and Shane Sampson Albertsons Companies, Inc. 11/8/2017 S-1/A 10.26 10.9 Employment Agreement, dated August 1, 2017, between AB Management Services Corp. and Anuj Dhanda Albertsons Companies, Inc. 4/6/2018 S-4 10.23 10.10 Employment Agreement dated August 1, 2017, between AB Management Services Corp. and Susan Morris Albertsons Companies, Inc. * * * 10.11 Employment Agreement, dated March 1, 2018, between Albertsons Companies, Inc. and James L. Donald Albertsons Companies, Inc. 3/7/2018 8-K 10.1 10.12 Standstill Agreement, dated February 18, 2018, by and among Rite Aid Corporation, Albertsons Companies, Inc. and Cerberus Capital Management, L.P. Albertsons Companies, LLC 2/20/2018 8-K 10.1 10.13 Agreement of Purchase and Sale of Real Estate, dated September 25, 2017 by and among CF Albert LLC and the entities listed on Annex A thereto Albertsons Companies, LLC 9/29/2017 8-K 10.1 10.14 Letter Agreement, dated January 12, 2018, by and among Albertsons Companies, Inc., AB Acquisition LLC and Robert G. Miller Albertsons Companies, LLC 1/16/2018 10-Q 10.2 10.15 Employment Agreement, dated September 11, 2018, by and among Albertsons Companies, Inc., and James L. Donald Albertsons Companies, Inc. 10/24/2018 8-K 10.1 10.16 Employment Agreement, dated March 25, 2019, between Albertsons Companies, Inc. and Vivek Sankaran Albertsons Companies, Inc. 3/29/2019 8-K 10.1 10.17 Emeritus Agreement, dated March 25, 2019, between Albertsons Companies, Inc. and Robert G. Miller Albertsons Companies, Inc. 3/29/2019 8-K 10.2 14.1 Code of Ethics of the Registrant Albertsons Companies, Inc. 5/11/2018 10-K 14.1 21.1 Schedule of Subsidiaries of Albertsons Companies, Inc. Albertsons Companies, Inc. * * * 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Albertsons Companies, Inc. * * * 31.2 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Albertsons Companies, Inc. * * * 32.1 Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Albertsons Companies, Inc. ** ** ** 99.1 Computation of Ratio of Earnings to Fixed Charges Albertsons Companies, Inc. * * *