UNITED STATESSECURITIES AND EXCHANGE COMMISSION
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 28, 2002OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the transition period from to Commission file number 1-41
SAFEWAY INC.
(Exact name of Registrant as specified in its charter)
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act:
NONE
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 [ X ] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ X ] No [ ].
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked for price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter. Aggregate market value of the voting stock held by non-affiliates of Registrant as of June 15, 2002 was approximately $8.3 billion.
As of March 14, 2003, there were issued and outstanding 441.3 million shares of the Registrant’s common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference to the extent specified herein:
TABLE OF CONTENTS
SAFEWAY INC. AND SUBSIDIARIES
PART I
Item 1. Business and Item 2. Properties
General:
Information appearing on pages 13 through 15 of the 2002 Annual Report to Stockholders of Safeway Inc. (“Safeway” or the “Company”) is incorporated herein by this reference.
Safeway was incorporated in the state of Delaware in July 1986 as SSI Holdings Corporation and, thereafter, its name was changed to Safeway Stores, Incorporated. In February 1990, the Company changed its name to Safeway Inc.
In November 2002, Safeway announced its decision to sell the Company’s Dominick’s division, which consists of 113 stores, and to exit the Chicago market. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” Dominick’s operations are considered components of an entity which requires the Company to present the planned disposition as a discontinued operation. Accordingly, Dominick’s results are reflected separately in the Company’s consolidated financial statements, and Dominick’s information is excluded from the accompanying notes to the consolidated financial statements and the rest of the statistical and financial information included or incorporated by reference herein, unless otherwise noted.
Safeway’s corporate website is located at www.safeway.com. You may access our SEC filings free of charge at our corporate website promptly after such material is electronically filed with, or furnished to, the SEC. We do not intend for information found on the Company’s website to be part of this document.
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Item 1. Business and Item 2. Properties (continued)
Capital Expenditures:
Information appearing under the caption “Capital Expenditure Program” on pages 14 and 15 of the Company’s 2002 Annual Report to Stockholders is incorporated herein by this reference.
Safeway stores opened, remodels completed, acquired stores and stores closed or sold during the last five years were as follows:
Note A. Defined as store projects (other than maintenance) generally requiring expenditures in excess of $200,000.
Financial Information About Industry Segments:
Note O to the consolidated financial statements, included on page 47 of the Company’s 2002 Annual Report to Stockholders, is incorporated herein by this reference.
Trademarks:
Safeway has invested significantly in the development and protection of the “Safeway” name. The right to use the “Safeway” name is considered to be an important asset. Safeway also owns approximately 400 other trademarks registered or pending in the United States Patent and Trademark Office, including its product line names such as Safeway, Safeway SELECT, Lucerne and Mrs. Wright’s, and the marks Pak n’ Save Foods, Vons, Pavilions, Carrs, Randalls, Tom Thumb and Genuardi’s Family Markets. Each trademark registration is for an initial period of 10 or 20 years and is renewable for as long as the use of the trademark continues. Safeway considers certain of its trademarks to be of material importance to its business and actively defends and enforces such trademarks. Canada Safeway has also registered certain of its trademarks in Canada.
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Working Capital:
At year-end 2002, working capital was composed of $4.3 billion of current assets and $3.9 billion of current liabilities. Normal operating fluctuations in these substantial balances can result in changes to cash flow from operations presented in the consolidated statements of cash flows that are not necessarily indicative of long-term operating trends. There are no unusual industry practices or requirements relating to working capital items.
Competition:
Food retailing is intensely competitive. The number of competitors and the amount of competition experienced by Safeway’s stores vary by market area. The principal competitive factors that affect the Company’s business are location, quality, service, price and consumer loyalty to other brands and stores.
Local, regional, and national food chains, as well as independent food stores and markets, comprise the Company’s principal competition. Safeway also faces substantial competition from convenience stores, liquor retailers, membership warehouse clubs, specialty retailers, supercenters, and large-scale drug and pharmaceutical chains. Safeway and its competitors engage in price competition which, from time to time, has adversely affected operating margins in many of the Company’s markets.
Raw Materials:
Various agricultural commodities constitute the principal raw materials used by the Company in the manufacture of its food products. Management believes that raw materials for its products are not in short supply, and all are readily available from a wide variety of independent suppliers.
Compliance with Environmental Laws:
The Company’s compliance with the federal, state, and local provisions which have been enacted or adopted regulating the discharge of materials into the environment or otherwise relate to the protection of the environment has not had and is not expected to have a material adverse effect upon the financial position or results of operations of the Company.
Employees:
At year-end 2002, Safeway had more than 172,000 full and part-time employees. Approximately 76% of Safeway’s employees in the United States and Canada are covered by collective bargaining agreements negotiated with local unions affiliated with one of 12 different international unions. There are approximately 400 such agreements, typically having three-year terms, with some agreements having terms of up to five years. Accordingly, Safeway renegotiates a significant number of these agreements every year.
During 2003, collective bargaining agreements covering employees in the Company’s stores in Arizona, Washington, Oregon, Southern California and British Columbia come up for renewal.
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Other Labor Matters:
Employees of companies that operate certain of the Company’s distribution centers in northern California, Maryland and Vancouver, British Columbia are covered by collective bargaining agreements. During the fourth quarter of 2000, Summit Logistics, a company that operates the Company’s northern California distribution center, was engaged in a 47-day strike which had an adverse effect on sales, product costs and distribution expenses at 246 Safeway stores in northern California, Nevada and Hawaii. In 2002, Safeway settled a dispute with Summit over certain of these distribution expenses without a material impact to the Company’s consolidated financial statements. Safeway estimates that the overall cost of the strike reduced 2000 net income by approximately $113.8 million ($0.13 per share). Additional information concerning the strike is set forth under the caption “Financial Review” on page 19 of the Company’s 2002 Annual Report to Stockholders and is incorporated herein by reference.
During the last three years, there have been no other significant work stoppages affecting the employees of the Company or the operators of the Company’s distribution centers.
Financial Information About Foreign and Domestic Operations and Export Sales:
Note O to the consolidated financial statements, included on page 47 of the Company’s 2002 Annual Report to Stockholders and incorporated herein by this reference, contains financial information by geographic area.
Item 3. Legal Proceedings
Information about legal proceedings appearing under the captions “Legal Matters” and “Furr’s and Homeland Charge” as reported in Note M to the consolidated financial statements on pages 45 and 46 of the Company’s 2002 Annual Report to Stockholders is incorporated herein by this reference.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the stockholders during the fourth quarter of 2002.
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
The Company’s common stock, $0.01 par value, is listed on the New York Stock Exchange. Information as to quarterly sales prices for the Company’s common stock appears in Note Q to the consolidated financial statements on page 49 of the Company’s 2002 Annual Report to Stockholders and is incorporated herein by this reference. There were 21,206 stockholders of record as of March 14, 2003; however, approximately 97% of the Company’s outstanding stock is held in “street name” by depositories or nominees on behalf of beneficial holders. The price per share of common stock, as reported on the New York Stock Exchange Composite Tape, was $18.20 at the close of business on March 14, 2003.
Holders of common stock are entitled to receive dividends if, as, and when declared by the Board of Directors out of funds legally available therefor, subject to the dividend and liquidation rights of any preferred stock that may be issued. The Company has not paid dividends on common stock through 2002 and has no current plans for dividend payments.
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During the 2002 fiscal year, 402,039 shares of Safeway common stock were sold to participants under the Safeway 401(k) Savings Plan (formerly named “The Vons Companies, Inc. 401(k) Savings Plan”) for an aggregate price of $12.6 million. These shares were purchased by the Plan’s trustee on the open market. Such shares, and interests in the Plan, were not registered under the Securities Act. The Plan covers only those employees of The Vons Companies, Inc. who were eligible to participate as of July 1, 1998.
Item 6. Selected Financial Data
The “Five-Year Summary Financial Information” included on pages 16 and 17 of the Company’s 2002 Annual Report to Stockholders is incorporated herein by this reference. The Five-Year Summary should be read in conjunction with the Company’s consolidated financial statements and accompanying notes incorporated by reference in Item 8, consolidated financial statements.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Information appearing under the caption “Financial Review” on pages 18 through 24 and under the captions “Capital Expenditure Program” and “Market Risk from Financial Instruments” on pages 14 and 15 of the Company’s 2002 Annual Report to Stockholders is incorporated herein by this reference.
Information regarding the terms of outstanding indebtedness appearing in Note E to the consolidated financial statements on pages 37 through 38 of the Company’s 2002 Annual Report to Stockholders is incorporated herein by this reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information appearing under the caption “Market Risk from Financial Instruments” on page 15 of the Company’s 2002 Annual Report to Stockholders is incorporated herein by this reference.
Item 8. Consolidated Financial Statements
Pages 25 through 51 of the Company’s 2002 Annual Report to Stockholders, which include the consolidated financial statements and the Independent Auditors’ Report as listed in Item 14(a)1 below, are incorporated herein by this reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors of the Company. Information on the nominees for election as Directors and the continuing Directors of the Company is incorporated by reference from the Company’s definitive proxy statement for the 2003 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the Company’s 2002 fiscal year.
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Executive Officers of the Company. The names and ages of the current executive officers of the Company and their positions as of March 14, 2003, are set forth below. Unless otherwise indicated, each of the executive officers served in various managerial capacities with the Company over the past five years. None of the executive officers named below is related to any other executive officer or director by blood, marriage or adoption. Officers serve at the discretion of the Board of Directors.
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Executive Officers of the Company (continued)
Audit Committee Financial Expert. This information is incorporated by reference from the Company’s definitive proxy statement for the 2003 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the Company’s 2002 fiscal year.
Section 16(a) Beneficial Ownership. The information called for is incorporated by reference from the Company’s definitive proxy statement for the 2003 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the Company’s 2002 fiscal year.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated by reference from the Company’s definitive proxy statement for the 2003 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the Company’s 2002 fiscal year. Information appearing under the captions “Report of the Compensation Committee; Report of the Section 162(m) Committee”; “Report of the Audit Committee” and “Stock Performance Graph” to be included in the Company’s 2003 Proxy Statement is not incorporated herein by this reference.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information called for by Item 12 is incorporated by reference from the Company’s definitive proxy statement for the 2003 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the Company’s 2002 fiscal year.
Item 13. Certain Relationships and Related Transactions
Note L to the consolidated financial statements, included on page 45 of the Company’s 2002 Annual Report to Stockholders, is incorporated herein by this reference. The information called for by Item 13 is incorporated by reference from the Company’s definitive proxy statement for the 2003 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the Company’s 2002 fiscal year.
Item 14. Controls and Procedures.
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures which, by their nature, can provide only reasonable assurance regarding management’s control objectives. The Company also has investments in certain unconsolidated entities, including Casa Ley. As the Company does not control or manage these entities, its disclosure controls and procedures with respect to such entities are necessarily more limited than those it maintains with respect to its consolidated subsidiaries.
Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company’s President and Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s Exchange Act reports. There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
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PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
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(b) Reports on Form 8-K:
On November 4, 2002, the Company filed a current report on Form 8-K under “Item 5. Other Events.”
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
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CERTIFICATIONS
I, Steven A. Burd, Chairman, President and Chief Executive Officer of Safeway Inc., certify that:
I, Vasant M. Prabhu, Chief Financial Officer of Safeway Inc., certify that:
Exhibit Index
LIST OF EXHIBITS FILED WITH FORM 10-KFOR THE PERIOD ENDED December 28, 2002