Supervalu Inc. 2017 Annual Report
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2017 Annual Report Celebrating 75 years of the SUPERVALU® brand. R78085_CORP_FY17AnnualReportCover_rd6.indd 1-2 5/25/17 2:41 PM BOARD OF DIRECTORS AS OF MAY 24, 2017 EXECUTIVE TEAM A More Focused Wholesale Company DONALD R. CHAPPEL (c) MATHEW M. PENDO (c) MARK GROSS Fiscal 2017 was a year of transition at SUPERVALU. It was a year that included Senior Vice President & Chief Financial Officer, Managing Director, Oaktree Capital President and Chief Executive Officer The Williams Companies, Inc. An investment firm that specializes in less efficient both meaningful customer wins in our Wholesale business and challenges in A leading energy infrastructure company in markets and alternative investments BRUCE H. BESANKO Retail. It also saw the sale of Save-A-Lot, which helped simplify the Company, North America Executive Vice President, Chief Operating Officer improve our balance sheet, and will allow us to better focus our resources on FRANCESCA RUIZ DE LUZURIAGA (a) and Chief Financial Officer (a) growing SUPERVALU. IRWIN S. COHEN Independent Business Development Consultant Retired Partner, Deloitte & Touche LLP RANDY G. BURDICK A professional services firm, providing audit, tax, (b) Executive Vice President, financial advisory and consulting services FRANK A. SAVAGE In Wholesale, we began to transform the culture to one focused on selling, Senior Advisor, Lazard Ltd. Chief Information Officer with an emphasis on both increasing sales to existing customers and adding An investment banking firm PHILIP L. FRANCIS (b) ANNE M. DAMENT new customers. We still have opportunities to expand our relationships Retired Executive Chairman, PetSmart, Inc. Senior Vice President, A specialty retailer of services and solutions for pets GERALD L. STORCH with current customers and increase sales to those customers, particularly Chief Executive Officer, Retail, Merchandising and Marketing in produce. Our private label program continues to be a key differentiator, Hudson’s Bay Company MARK GROSS particularly our Wild Harvest® and Culinary Circle® brands. We’re also leveraging better technology A retailer of apparel, accessories, shoes, beauty KARLA C. ROBERTSON President and Chief Executive Officer, and home merchandise Executive Vice President, capabilities, such as our new customer relationship management and business intelligence tools, to SUPERVALU INC. General Counsel and Corporate Secretary understand customer and potential customer information, which can then be turned into targeted MARY A. WINSTON (a), (c) (b) selling opportunities. ERIC G. JOHNSON Founder and President, MICHAEL C. STIGERS President and Chief Executive Officer, WinsCo Enterprises, Inc. Executive Vice President, Baldwin Richardson Foods Company A consulting firm providing financial and board Wholesale A food industry supplier Our focus on meeting the specific needs of each customer led to noteworthy Wholesale customer wins this governance advisory services past year. I believe these customers chose SUPERVALU due to a combination of our efficient distribution JAMES W. WEIDENHEIMER Executive Vice President, network, our multi-tiered private brand portfolio, and the array of services we offer to support their Corporate Development & Chief Innovation Officer businesses. I am encouraged by the on-going discussions we are having with potential customers and our efforts to differentiate SUPERVALU. ROB N. WOSETH Executive Vice President, Chief Strategy Officer In Retail, increased competition and new store openings continue to impact our banner markets and stores, as does the ongoing impact of deflation. We continue to prudently invest capital in select remodels and in-store merchandising initiatives, in addition to adding stores to our Cub and Hornbacher’s banners. Home delivery is now available in all five banners, and we expect to add a store pick-up option later this year. We recognize the rapidly evolving options available to customers and intend to make targeted strategic (a) Audit Committee (b) Corporate Governance & Nominating Committee investments to maintain our relevance in the ever changing retail landscape. (c) Leadership Development & Compensation Committee In early December 2016, we completed the sale of Save-A-Lot, concluding a process that was initially announced in July 2015. We will continue our relationship with Save-A-Lot through a five-year professional INVESTOR services agreement. Part of the sale proceeds were used to reduce our outstanding debt as well as fund INFORMATION INVESTOR INQUIRIES KEY CONTACTS contributions to our corporate pension plan. As a result, we began fiscal 2018 with a stronger balance sheet and greater financial flexibility. The annual meeting of SUPERVALU INC. For general inquiries about SUPERVALU STEVEN J. BLOOMQUIST will take place on July 19, 2017 at 9:30 a.m. common stock, such as: Vice President, Investor Relations [email protected] Lastly, we announced in April 2017 that SUPERVALU agreed to acquire Unified Grocers, a West Coast Central Time at the • Certificate replacements SUPERVALU Corporate Headquarters • Account maintenance wholesale grocery and specialty distributor. This transaction aligns well with our strategy to grow our KARLA C. ROBERTSON 11840 Valley View Road • Transfer of shares Wholesale business, and the cultures of the two companies fit well together. We are excited for this Executive Vice President, Eden Prairie, MN 55344 • Name or address change General Counsel and Corporate Secretary opportunity and look forward to closing the transaction later this year. [email protected] SUPERVALU’s common stock is listed on the Please contact SUPERVALU’s transfer agent: As I enter my second year leading SUPERVALU, I am proud of the team for laying the groundwork for New York Stock Exchange under the symbol Wells Fargo Shareowner Services our transition over the last year. I remain optimistic about our future and the many opportunities we have SVU. P.O. Box 64854 For corporate headquarters, to grow our business. As a stockholder, I want to thank you for your continued support. We are working St. Paul, MN 55164-0854 please contact 952-828-4000. diligently to grow sales and profits in a sustainable manner and with your best interests in mind. Phone: 877-536-3555 www.wellsfargo.com/shareownerservices Copies of annual reports, Forms 10-K and Mark Gross 10-Q and other SUPERVALU publications are President and Chief Executive Officer available via our website at www.supervalu.com or by contacting: Investor Relations SUPERVALU INC. P.O. Box 990 Minneapolis, MN 55440 R78085_CORP_FY17AnnualReportCover_rd6.indd 3-4 5/25/17 2:41 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 25, 2017 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 1-5418 SUPERVALU INC. (Exact name of registrant as specified in its charter) DELAWARE 41-0617000 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 11840 VALLEY VIEW ROAD EDEN PRAIRIE, MINNESOTA 55344 (Address of principal executive offices) (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 Name of each exchange on which registered Common Stock, par value $0.01 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of September 9, 2016 was approximately $1,248,780,826 (based upon the closing price of registrant’s Common Stock on the New York Stock Exchange). As of April 21, 2017, there were 267,676,000 shares of the registrant’s common stock outstanding.