Filed by SUPERVALU INC.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SUPERVALU INC., File #1-5418
Registration No. 333-132397
FINAL TRANSCRIPT
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Thomson StreetEvents
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Conference Call Transcript
SVU - Supervalu Inc. Guidance Announcement
Event Date/Time: May. 22. 2006 / 10:00AM ET
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CORPORATE PARTICIPANTS
YOLANDA SCHARTON
SUPERVALU INC. - VP OF INVESTOR RELATIONS AND CORPORATE COMMUNICATIONS
JEFF NODDLE
SUPERVALU INC. - CHAIRMAN AND CEO
PAM KNOUS
SUPERVALU INC. - CORPORATE EXECUTIVE VP AND CFO
PRESENTATION
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OPERATOR
Good morning, ladies and gentleman. Welcome to the SUPERVALU's Fiscal 2007
Earnings Guidance Conference Call. [OPERATOR INSTRUCTIONS] I will now turn the
call over to Ms. Yolanda Scharton, Vice President of Investor Relations and
Corporate Communications. Ms. Scharton, you may begin.
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YOLANDA SCHARTON - SUPERVALU INC. - VP OF INVESTOR RELATIONS AND CORPORATE
COMMUNICATIONS
Thank you. Good morning, and welcome to SUPERVALU's conference call to discuss
preliminary fiscal 2007 earnings guidance reflecting the combined operations of
SUPERVALU and the soon to be acquired premier retail properties of Albertsons.
Before proceeding. let me mention that the financial information discussed on
this call and disclosed on the related public release has been prepared on the
basis of unaudited financial information and, therefore, is subject to potential
future modifications.
I also remind you that the information presented and discussed today includes
forward-looking statements, which are made under the Safe Harbor provisions of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are not guarantees of future performance, and actual results may
differ materially from those described in these forward-looking statements as a
result of various factors. The risks and uncertainties related to such
statements are detailed in our fiscal 2005 10-K, as well as subsequent filings
with the Securities and Exchange Commission related to SUPERVALU's previously
announced transaction with Albertsons Inc.
As discussed in the release, we have provided limited guidance on a number of
forward-looking metrics including, in particular, items included in our proxy
statement prospectus for the Albertsons transaction and matters that reflect the
anticipated completion of that transaction. In connection with that transaction,
we filed a registration statement on form F-4 with the Securities and Exchange
Commission. In light of that filing and the pendency of the Albertsons
transaction, we will not be able to provide information that goes beyond the
information disclosed in the release, including such statistics as EBITDA and
same-store sales, which are not included in the proxy statement prospectus are
also not within the scope of this call. Consequently this conference call will
be shorter than normal, as we will not hold a Q&A section at the end of the
call. And please be advised that the SUPERVALU Communications department will
not be able to provide you with any further detail on this forward-looking
information.
With that, I would now like to introduce today's speakers. They are Jeff Noddle,
SUPERVALU's Chairman and Chief Executive Officer, and Pam Knous, Corporate
Executive Vice President and Chief Financial Officer. And here's Jeff.
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JEFF NODDLE - SUPERVALU INC. - CHAIRMAN AND CEO
Thank you, Yolanda. Good morning, everyone, and thanks for joining us. The
transaction is moving along as planned and we fully expect to close this
transforming acquisition in early June following the expected successful
shareholder votes by both SUPERVALU and Albertsons shareholders. As you've heard
from us before, this is a very complex transaction.
Once complete, SUPERVALU and Albertsons, as well as CVS and Cerberus, will have
affected the following transaction. Sale of the stand-alone drug operations to
CVS, the sale of certain Albertsons properties to Cerberus, and SUPERVALU will
acquire the remaining retail properties of
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Albertsons, which consists of the premier retail properties of Jewel, Shaw's and
Star Markets, Acme, Bristol Farms and the stand-alone Albertsons in southern
California, Las vegas, the inner mountain region and the northwestern part of
the United States, as well as the in-store pharmacies under the names of Sav-On
and Osco. The opportunity to acquire some of the best retail grocery properties
in the country and create a retail business model where approximately 73% of our
combined retail revenues are derived from markets with a number one and number
two share is unprecedented, and we are thrilled to begin our journey as the new
SUPERVALU in a few short weeks.
As you know, I recently named SUPERVALU's new executive leadership that will
take effect upon the close of the acquisition. I am confident that we have the
right team to execute our plans, build on our many competitive strengths and
deliver shareholder value. I look forward to formally introducing this team to
the investment community later this year. When creating the new leadership
organization, we made a decision to form retail operating regions, as well as a
company-wide merchandising and marketing function in order to support the
success and scope of our leading market positions across the country. Another
very important component of our success resides in our field management. We have
deep bench strength all across the country, and we are in process to ensure the
existing presence today will continue to oversee and manage the many banners in
SUPERVALU's new expanded portfolio across the country. SUPERVALU's headquarters
will remain in Minneapolis, and we will have several centers of excellence
across the country including an important presence in Boise, recognizing the
considerable talent base in that location.
Turning to the financial outlook for fiscal 2007. We are excited to provide for
you today our preliminary outlook. This outlook begins to reveal the power of
the new SUPERVALU as our model reflects the expanded retail organization and the
benefit of a more profitable retail business mix. Since fiscal 2007 will be a
partial year of combined results, we wanted to provide as much as information as
we can at this time, given we are in the final phase of completing this
transformational acquisition. As you are aware, many earnings estimates in the
market today do not fully capture all the transaction components in this initial
year. So we felt it important to provide a high level look at fiscal 2007.
Fiscal 2007 for SUPERVALU began on February 26, 2006. And assuming an early June
closing, our preliminary guidance for fiscal 2007 is as follows.
Total sales are estimated to be in the range of $37.4 billion to $38 billion.
Diluted earnings per share is estimated to be in the range of $2.17 to $2.44.
This range includes a number of items which Pam will review in more detail. But
they are related to one-time transaction costs of $0.30 to $0.35 per diluted
share and also the impact of the newly adopted stock option accounting treatment
of $0.06 to $0.08 per diluted share. When adjusting for these items, our fiscal
2007 guidance for diluted earnings per share is a range of $2.60 to $2.80,
solidly double-digit accretive on Wall Street's fiscal 2006 baseline earnings of
$2.24. Once again, we are very excited to begin this new chapter in SUPERVALU's
history, and I look forward to sharing more information as we move through the
year and keep you updated on our progress. Now I'd like to turn the call over to
Pam Knous. Pam?
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PAM KNOUS - SUPERVALU INC. - CORPORATE EXECUTIVE VP AND CFO
Thanks, Jeff. As Jeff said, fiscal 2007 is the beginning of an exciting chapter,
one that reveals the power of our new business model. We are excited to provide
you with a preliminary look at the financials for our combined enterprise. Given
that we cannot host a question and answer session today as we are in a
restricted phase of the transaction, I plan to provide some context around the
components of our guidance that we provided in this morning's press release.
Overall results for fiscal 2007 basically reflect the acquired operations
results from the acquisition date in early June through the remainder of the
year. As Jeff just mentioned, total sales for fiscal 2007 are estimated to be
$37.4 billion to $38 billion. Reported diluted earnings per share is estimated
to be in a range of $2.17 per share to $2.44 per share. This $2.17 includes
$0.35 of one-time transaction costs and $0.08 of stock option expensing. The
$2.44 includes $0.30 of one-time transaction costs and $0.06 of stock option
expensing. When adjusted for these items, the diluted earnings per share range
is $2.60 to $2.80.
As our press release stated, we are reaffirming our estimate of $145 million
pre-tax for total one-time transaction costs. These costs will be heavily
weighted in the first two years and will be comprised of approximately $60 to
$70 million for cost to implement synergy initiatives including consultant fees,
$50 to $60 million for retention and severance, and $23 to $28 million for
transfer taxes, filing fees and contract administration. Of the total $145
million pre-tax cost, fiscal 2007 guidance includes approximately $99 to $116
million, or $0.30 to $0.35 per diluted share. To provide further breakdown of
the types of costs to implement the synergy initiatives, the $60 to $70 million
includes approximately $18 to $22 million of cost for consultant fees, and $42
to $48 million of costs to implement supply chain efficiencies across the
broader distribution network. Examples of such costs include impairment costs
for building equipment and technology assets, lease liabilities and related
carrying costs for these properties.
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Beginning with the first quarter of fiscal 2007, the Company will adopt FAS
123R, expensing of stock options under the modified perspective method. For
fiscal 2007, the Company will incur approximately $0.06 to $0.08 per diluted
share, reflective of stock options granted to existing SUPERVALU employees. In
accordance with FAS 123, the Company disclosed in its fiscal 2006 footnotes a
pro forma impact of $0.10 diluted per share for stock option expense for fiscal
2006. For your information, in fiscal '07 there is no impact from former
Albertsons option holders, as these options fully vest at the closure of the
transaction. Therefore, in future years, the Company's annual run rate for stock
option expensing will be reflecting a higher new grant level for the Company
going forward.
The shares outstanding calculation used for guidance for fiscal 2007 continues
to include the 7.8 million shares associated with the SUPERVALU convertible zero
coupon debentures in accordance with EITF 4-08, and assumes early settlement of
the Albertsons outstanding Hybrid Income Term Security Units, the HITS. As a
result, upon closure of the acquisition that is expected to occur late in the
first quarter, diluted earnings -- diluted shares outstanding will increase to
approximately 223 million shares from 146 million, resulting in full-year
weighted average shares outstanding of approximately 202 million shares. As a
recap, the holders of the zero coupon convertible debentures have the option to
convert to equity based upon the expected credit ratings after closing. In
addition, holders will have a put option on October 1, 2006. The Company can
settle this obligation using cash, common stock or a combination of the two,
with a number of shares to be issued determined by the value of the stock at
that time.
In addition, the debentures become callable at the Company's option, beginning
October 1, 2006. The impact of any conversion or put option would be immaterial
to overall fiscal 2007 diluted earnings per share range. As you are probably
aware, the HITS holders are entitled to an early settlement option due to the
merger. If the early settlement option is not exercised, the HITS will settle in
May of 2007. Upon settlement, the net impact will be a net cash inflow to
SUPERVALU of approximately $240 million and the issuance of approximately 8
million shares, with the exact amounts determined based on SUPERVALU's stock
price at the time of the settlement. The impact of a delayed settlement would be
immaterial to the overall fiscal 2007 diluted earnings per share range.
In summary, the holders of zero coupon convertible debentures and the HITS will
have the option of individually electing whether to convert, put, or settle
early. Fiscal 2007, which began February 26, 2006, will include the results of
the acquired properties as of the acquisition date. With the anticipated early
June close and the need to align fiscal calendars of the two Companies, the
first quarter of fiscal 2007, which ends June 17, 2006, will not include any
operating results from the acquired operations. As a reminder, SUPERVALU's
quarters included 16 weeks in the first quarter and then 12 weeks, 12 weeks, and
12 weeks in the second, third and fourth quarter. Albertsons quarters included
13 weeks in all four quarters.
Therefore, as we align quarters in the first year only of the combination,
SUPERVALU will continue with the same number of weeks per quarter and the
results of the acquired properties results will be 13 weeks in quarter two, 13
weeks in quarter three, and 12 weeks in quarter four, and therefore we are in
alignment. And we will then stay on SUPERVALU's fiscal quarter routine of 16
weeks in the first quarter, and 12 weeks each subsequent quarter thereafter. We
will be releasing our first quarter on July 26. While SUPERVALU's first quarter
will not include any operating results from the acquired operations it will
include, from the date of acquisition, the impact of additional interest expense
on new debt issued at the parent company level of approximately $2.3 billion
drawn from the new credit facilities, which are discussed in more detail in the
proxy, and the impact to weighted average shares for the issuance of
approximately $77 million of additional shares required to execute this
transaction which assumes the HITS settle early.
Before turning the call back to Jeff, I'd like to cover two activities from
fiscal 2006 that will impact fiscal 2007. As you recall, in the second quarter
of fiscal 2006 the Company announced its plans to dispose of the 20
corporate-owned Shop 'n Save Pittsburgh stores, including a total charge of
approximately $0.30 per diluted share that would be incurred as part of this
disposition. In accordance with GAAP, the timing of this charge occurred over
several quarters as the properties were disposed. The Company recognized $0.25
of this charge in the second quarter of fiscal 2006, $0.01 in quarter four of
fiscal 2006, and as part of our fourth quarter call we estimated an additional
$0.03 to $0.04 in the first half of fiscal 2007 for a total charge of $0.29 to
$0.30, in-line with original estimates. We are pleased that the majority of
these stores have been purchased by our independent operators in this market,
and you will see the results of continuing to supply these stores reflected in
our supply chain segment in fiscal 2007.
Lastly, we continue to invest in supply chain initiatives that leverage
technology in exciting new ways. We will continue to ramp up this year with an
expected launch after the year-end holidays. I now would like the turn the call
back to Jeff.
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JEFF NODDLE - SUPERVALU INC. - CHAIRMAN AND CEO
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Thank you, Pam. I am very confident that the new SUPERVALU will be uniquely
positioned in the retail grocery industry with a premier leadership team to not
only leverage the scale of the new combined company, but to deliver the most
effective and innovative locally driven merchandising model, allowing us to be
successful in today's very competitive landscape. Ten transition teams across
critical functions ranging from retail operations, merchandising, marketing,
logistics, finance, IT, HR, communications and more are identifying best
practices to leverage. We have over 200 people engaged with equal representation
from both SUPERVALU and Albertsons.
Our efforts remain focused on ensuring that day one of the new enterprise will
be smooth, the right path has been set to combine the economics of the combined
enterprise and that the organizational structure is positioned to harness the
collective strength that our combined expertise offers. I also want to emphasize
that at the operations level, we continue to focus on day-to-day execution.
Since there is virtually no overlap with our existing retail network, our retail
banners and local management team can stay focused on their program, customers
and competitive environment.
To recap, SUPERVALU is poised to acquire the premier retail properties of
Albertsons, which totals to more than 1100 stores. We believe this is indeed the
right deal at the right time. The transaction would make SUPERVALU the number
three grocery retailing company in the country. We believe this deal makes
tremendous sense on many fronts. First, it will strengthen the footing of both
companies as we address a changing competitive environment and consumer
preference. Grocery preferences are intensely localized, and this deal will
create a national grocery retail footprint with the in-market intelligence and
format flexibility to properly cater to the customer with the right mix of
merchandising, shopping experience and price.
Next, this deal will be truly transformational in scope and scale. Retail
revenue will jump from just over 50% of our overall mix today to roughly 80% on
an annualized basis. And I'll reiterate that the new SUPERVALU will generate
approximately 73% of combined retail revenues from markets with number one and
number two share positions. Third, the deal will create a more profitable
company. When excluding one-time transaction costs, which we've detailed here,
we expect the transaction to be immediately double-digit accretive, which is
very unusual for a deal of this size, using both leverage and additional equity.
And finally, our commitment to managing this business using our important
metrics of ROIC and debt leverage means that we will have sufficient cash to
both fuel the capital expenditure required to stay competitive, but yet steadily
pay down debt as we march back toward investment-grade. As Yolanda indicated
earlier, we are unable to take questions for various reasons as we are in
registration and coming near to the close of this transaction. And obviously, as
soon as we are able to do so, we will have those opportunities. Thank you very
much for your time today. And that will end our call. Thanks.
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OPERATOR
Gentleman, this concludes today's teleconference. Thank you for participating.
You may all disconnect.
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CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
EXCEPT FOR THE HISTORICAL AND FACTUAL INFORMATION CONTAINED HEREIN, THE
MATTERS SET FORTH IN THIS FILING, INCLUDING STATEMENTS AS TO THE EXPECTED
BENEFITS OF THE ACQUISITION SUCH AS EFFICIENCIES, COST SAVINGS, MARKET PROFILE
AND FINANCIAL STRENGTH, AND THE COMPETITIVE ABILITY AND POSITION OF THE COMBINED
COMPANY, AND OTHER STATEMENTS IDENTIFIED BY WORDS SUCH AS "ESTIMATES,"
"EXPECTS," "PROJECTS," "PLANS," AND SIMILAR EXPRESSIONS ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY, INCLUDING REQUIRED APPROVALS BY SUPERVALU AND ALBERTSONS
STOCKHOLDERS AND REGULATORY AGENCIES, THE POSSIBILITY THAT THE ANTICIPATED
BENEFITS FROM THE ACQUISITION CANNOT BE FULLY REALIZED OR MAY TAKE LONGER TO
REALIZE THAN EXPECTED, THE POSSIBILITY THAT COSTS OR DIFFICULTIES RELATED TO THE
INTEGRATION OF ALBERTSONS OPERATIONS INTO SUPERVALU WILL BE GREATER THAN
EXPECTED, THE IMPACT OF COMPETITION AND OTHER RISK FACTORS RELATING TO OUR
INDUSTRY AS DETAILED FROM TIME TO TIME IN EACH OF SUPERVALU'S AND ALBERTSONS
REPORTS FILED WITH THE SEC. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS FILING.
UNLESS LEGALLY REQUIRED, SUPERVALU UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY
ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
ADDITIONAL INFORMATION
SUPERVALU AND ALBERTSON'S HAVE FILED A PRELIMINARY JOINT PROXY
STATEMENT/PROSPECTUS WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC).
INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. YOU WILL BE
ABLE TO OBTAIN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS OTHER
FILINGS CONTAINING INFORMATION ABOUT SUPERVALU AND ALBERTSONS, FREE OF CHARGE,
AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. COPIES OF THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS AND THE FILINGS WITH THE SEC THAT WILL BE
INCORPORATED BY REFERENCE IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAN
ALSO BE OBTAINED, FREE OF CHARGE, BY DIRECTING A REQUEST TO SUPERVALU INC.,
11840 VALLEY VIEW ROAD, EDEN PRAIRIE, MINNESOTA, 55344, ATTENTION: CORPORATE
SECRETARY, OR TO ALBERTSON'S, INC., 250 EAST PARKCENTER BOULEVARD, BOISE, IDAHO,
83706-3940, ATTENTION: CORPORATE SECRETARY.
THE RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS OF SUPERVALU AND
ALBERTSONS AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES IN RESPECT OF THE PROPOSED TRANSACTION. INFORMATION
REGARDING SUPERVALU'S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS PROXY
STATEMENT FILED WITH THE SEC BY SUPERVALU ON MAY 12, 2005, AND INFORMATION
REGARDING ALBERTSONS DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS PROXY
STATEMENT FILED WITH THE SEC BY ALBERTSONS ON MAY 6, 2005. OTHER INFORMATION
REGARDING THE PARTICIPANTS IN THE PROXY SOLICITATION AND A DESCRIPTION OF THEIR
DIRECT AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE
CONTAINED IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
MATERIALS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. INVESTORS SHOULD
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
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CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
EXCEPT FOR THE HISTORICAL AND FACTUAL INFORMATION CONTAINED HEREIN, THE MATTERS
SET FORTH IN THIS FILING, INCLUDING STATEMENTS AS TO THE EXPECTED BENEFITS OF
THE ACQUISITION SUCH AS EFFICIENCIES, COST SAVINGS, MARKET PROFILE AND FINANCIAL
STRENGTH, AND THE COMPETITIVE ABILITY AND POSITION OF THE COMBINED COMPANY, AND
OTHER STATEMENTS IDENTIFIED BY WORDS SUCH AS "ESTIMATES," "EXPECTS," "PROJECTS,"
"PLANS," "ASSUMES", AND SIMILAR EXPRESSIONS ARE FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO
RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY,
INCLUDING REQUIRED APPROVALS BY SUPERVALU AND ALBERTSONS STOCKHOLDERS AND
REGULATORY AGENCIES, THE TIMING OF SETTLEMENT OF THE OUTSTANDING HITS WHICH
DEPENDS ON THE INDIVIDUAL INVESTMENT DECISION OF HOLDERS OF HITS, THE
POSSIBILITY THAT THE ANTICIPATED BENEFITS FROM THE ACQUISITION CANNOT BE FULLY
REALIZED OR MAY TAKE LONGER TO REALIZE THAN EXPECTED, THE POSSIBILITY THAT COSTS
OR DIFFICULTIES RELATED TO THE INTEGRATION OF ALBERTSONS OPERATIONS INTO
SUPERVALU WILL BE GREATER THAN EXPECTED, THE IMPACT OF COMPETITION AND OTHER
RISK FACTORS RELATING TO OUR INDUSTRY AS DETAILED FROM TIME TO TIME IN EACH OF
SUPERVALU'S AND ALBERTSONS REPORTS FILED WITH THE SEC. THERE CAN BE NO ASSURANCE
THAT THE PROPOSED ACQUISITION WILL IN FACT BE CONSUMMATED. YOU SHOULD NOT PLACE
UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE
DATE OF THIS FILING. UNLESS LEGALLY REQUIRED, SUPERVALU UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.
ADDITIONAL INFORMATION
SUPERVALU AND ALBERTSON'S HAVE FILED A DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC).
INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
BECAUSE IT CONTAINS IMPORTANT INFORMATION. YOU CAN OBTAIN THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS, AS WELL AS OTHER FILINGS CONTAINING INFORMATION
ABOUT SUPERVALU AND ALBERTSONS, FREE OF CHARGE, AT THE WEBSITE MAINTAINED BY THE
SEC AT WWW.SEC.GOV. COPIES OF THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND THE FILINGS WITH THE SEC THAT WILL BE INCORPORATED BY REFERENCE IN THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAN ALSO BE OBTAINED, FREE OF
CHARGE, BY DIRECTING A REQUEST TO SUPERVALU INC., 11840 VALLEY VIEW ROAD, EDEN
PRAIRIE, MINNESOTA, 55344, ATTENTION: CORPORATE SECRETARY, OR TO ALBERTSON'S,
INC., 250 EAST PARKCENTER BOULEVARD, BOISE, IDAHO, 83706-3940, ATTENTION:
CORPORATE SECRETARY.
THE RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS OF SUPERVALU AND ALBERTSON'S AND
OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES IN
RESPECT OF THE PROPOSED TRANSACTION. INFORMATION REGARDING SUPERVALU'S DIRECTORS
AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS PROXY STATEMENT FILED WITH THE SEC BY
SUPERVALU ON MAY 12, 2005, AND INFORMATION REGARDING ALBERTSON'S DIRECTORS AND
EXECUTIVE OFFICERS IS AVAILABLE IN ITS PROXY STATEMENT FILED WITH THE SEC BY
ALBERTSONS ON MAY 6, 2005. OTHER INFORMATION REGARDING THE PARTICIPANTS IN THE
PROXY SOLICITATION AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS, BY
SECURITY HOLDINGS OR OTHERWISE, IS CONTAINED IN THE JOINT PROXY
STATEMENT/PROSPECTUS.
7