Capital Stock

Shares Authorized and Issued Authorized preferred stock consists of 25 million shares, of which none were outstanding during 2012, 2011 or 2010. Authorized common stock consists of 1.5 billion shares at $0.01 par value per share. Common stock outstanding at year-end 2012 was 239.5 million shares (net of 365.8 million shares of treasury stock) and 296.6 million shares at year-end 2011 (net of 307.9 million shares of treasury stock).

Stock Option Plans Under Safeway’s stock option plans, the Company may grant incentive and non-qualified options to purchase common stock at an exercise price equal to or greater than the fair market value at the grant date. Options generally vest over four or five years. Vested options are exercisable in part or in full at any time prior to the expiration date of six to 10 years from the date of the grant.

1999 Amended and Restated Equity Participation Plan Under the 1999 Amended and Restated Equity Participation Plan (the “1999 Plan”), options generally vest over five or seven years. Although the 1999 Plan remains in full force and effect, there will be no more grants under this plan. Vested options are exercisable in part or in full at any time prior to the expiration date of six to 10 years from the date of the grant. Shares issued as a result of stock option exercises will be funded with the issuance of new shares. The 2007 Equity and Incentive Award Plan (the “2007 Plan”) and the 2011 Equity and Incentive Award Plan (the "2011 Plan"), discussed below, succeed the 1999 Plan.

2007 Equity and Incentive Award Plan In May 2007, the stockholders of Safeway approved the 2007 Plan. Under the 2007 Plan, Safeway may grant or issue stock options, stock appreciation rights, restricted stock units, deferred stock, dividend equivalents, performance awards and stock payments, or any combination thereof. Safeway may grant incentive and non-qualified options to purchase common stock at an exercise price equal to or greater than the fair market value at the grant date. Options to purchase 5.5 million shares were available for grant at December 29, 2012 under this plan. Shares issued as a result of the 2007 Plan may be treasury shares authorized but unissued shares or shares purchased in the open market.

2011 Equity and Incentive Award Plan In May 2011, the stockholders of Safeway approved the 2011 Plan. Under the 2011 Plan, Safeway may grant or issue stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, dividend equivalents, performance awards and stock payments, or any combination thereof to participants other than Safeway's Chief Executive Officer. Safeway may grant incentive and non-qualified options to purchase common stock at an exercise price equal to or greater than the fair market value at the grant date. At December 29, 2012, 13.6 million shares of common stock were available for issuance under this plan. Shares issued as a result of the 2011 Plan may be treasury shares, authorized but unissued shares or shares purchased in the open market.

Restricted Stock The Company awarded 695,816 shares, 1,470,625 shares and 1,129,780 shares of restricted stock in 2012, 2011 and 2010, respectively, to certain officers and key employees. These shares vest over a period of between three to five years and are subject to certain transfer restrictions and forfeiture prior to vesting. Deferred stock compensation, representing the fair value of the stock at the measurement date of the award, is amortized to compensation expense over the vesting period. The amortization of restricted stock resulted in compensation expense of $13.1 million in 2012, $10.5 million in 2011 and $6.1 million in 2010.

Performance Share Awards In 2012, Safeway granted performance share awards to certain executives for the first time. These performance share awards, covering a target of approximately 1.1 million shares, will vest over three years and are subject to the achievement of earnings per share goals determined on a compound annual growth rate basis relative to the S&P 500. If these goals are achieved above a certain level and Safeway meets certain Total Shareholder Return criteria, certain executives may receive additional shares of stock above the target number of performance shares, subject to a specified maximum. Likewise, executives may earn less than the target number of performance shares. The Company recorded $10.0 million in expense related to these awards in 2012 based on the expected achievement of the performance target. The payouts related to all active awards, if earned, will be settled in the Company’s common stock after the end of each performance period.

Activity in the Company’s stock option plans for the year ended December 29, 2012 was as follows:



	Options		Weighted- average exercise price		Aggregate intrinsic value (in millions)
Outstanding, beginning of year	28,935,453		$	26.37	$	16.5
2012 Activity:
Granted	2,233,139		19.85
Canceled	(6,863,572	)	26.17
Exercised	(207,627	)	18.34
Outstanding, end of year	24,097,393		$	25.92	$	0.9
Exercisable, end of year⁽¹⁾	15,116,752		$	28.27	$	—
Vested and expected to vest, end of year ⁽²⁾	21,933,588		$	26.38	$	0.5

(1) The remaining weighted-average contractual life of these options is 2.5 years.

(2) The remaining weighted-average contractual life of these options is 3.8 years.



Weighted-average fair value of options granted during the year:
2010	$	6.88
2011	5.87
2012	4.50

The total intrinsic value of options exercised was $0.7 million in 2012, $9.7 million in 2011 and $26.3 million in 2010. As of year-end 2012, there was $32.4 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the Company’s stock option plans. That cost is expected to be recognized over a weighted-average period of 2.3 years.

Additional Stock Plan Information Safeway accounts for stock-based employee compensation in accordance with generally accepted accounting principles for stock compensation. The Company determines fair value of such awards using the Black-Scholes option pricing model. The following weighted-average assumptions used, by year, to value Safeway’s grants are as follows:



	2012					2011					2010
Expected life (in years)	6.25		–	6.5				6.5					6.5
Expected stock volatility	30.6	%	–	33.9	%	29.8	%	–	34.1	%	30.3	%	–	31.2	%
Risk-free interest rate	0.9	%	–	1.3	%	1.5	%	–	2.7	%	1.8	%	–	3.1	%
Expected dividend yield during the expected term	2.8	%	–	3.7	%	2.2	%	–	2.7	%	1.8	%	–	2.2	%

The expected term of the awards was determined utilizing the “simplified method” outlined in SEC Staff Accounting Bulletin No. 107 that utilizes the following formula: (vesting term + original contract term)/2. Expected stock volatility was determined based upon a combination of historical volatility for periods preceding the measurement date and estimates of implied volatility based upon open interests in traded option contracts on Safeway common stock. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. Expected dividend yield is based on Safeway’s dividend policy at the time the options were granted.

The following table summarizes information about unvested Safeway restricted stock as of December 29, 2012:



	Awards		Weighted- average grant date fair value
Unvested, beginning of year	2,525,205		$	22.70
Granted	695,816		20.22
Vested	(658,561	)	22.15
Canceled	(149,630	)	22.28
Unvested, end of year	2,412,830		$	22.16

At the date of vest, the fair value of restricted stock awards vested during the year was $14.2 million in 2012, $6.6 million in 2011 and $2.5 million in 2010. At December 29, 2012, there was $37.1 million of total unrecognized compensation cost related to non-vested restricted stock awards. The cost is expected to be recognized over a weighted average period of 1.6 years.

Total share-based compensation expenses recognized as a component of operating and administrative expense is as follows (in millions):



	2012			2011			2010
Share-based compensation expense	$	55.1		$	50.0		$	55.5
Income tax benefit	(20.8		)	(18.8		)	(20.8		)
Share-based compensation expense recognized in earnings, net of tax	$	34.3		$	31.2		$	34.7