Form 10-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0jsoZizr3p7tFbmiklRHUQeT/HkUqJRjFKYIvXJC1yaKsyNM2e0jxAgpb4VRB22 ED00zvt9NkBGUhOzbT/VfQ== 0000898430-03-001903.txt : 20030314 0000898430-03-001903.hdr.sgml : 20030314 20030314132407 ACCESSION NUMBER: 0000898430-03-001903 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20021229 FILED AS OF DATE: 20030314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMART & FINAL INC/DE CENTRAL INDEX KEY: 0000875751 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 954079584 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10811 FILM NUMBER: 03603712 BUSINESS ADDRESS: STREET 1: 600 CITADEL DRIVE CITY: CITY OF COMMERCE STATE: CA ZIP: 90040 BUSINESS PHONE: 3238697500 MAIL ADDRESS: STREET 1: 600 CITADEL DRIVE CITY: CITY OF COMMERCE STATE: CA ZIP: 90040 FORMER COMPANY: FORMER CONFORMED NAME: SFI CORP /CA DATE OF NAME CHANGE: 19600201 10-K 1 d10k.htm FORM 10-K Form 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-K

(Mark one)

x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 29, 2002

OR

o	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 001-10811

SMART & FINAL INC.
(Exact name of registrant as specified in its charter)

Delaware			95-4079584
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

600 Citadel Drive City of Commerce, California			90040
(Address of principal executive offices)			(zip code)

Registrant’s telephone number, including area code: (323) 869-7500

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 $.01 per share				New York Stock Exchange

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 o

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. x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act)

Yes x

No o

As of June 16, 2002, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of Common Stock held by non-affiliates of the registrant based on the closing price of the Common Stock on the New York Stock Exchange composite tape was $89,383,000 (“non-affiliates” excludes for this purpose executive officers, directors and the registrant’s majority shareholder).

As of March 11, 2003, the registrant had outstanding 29,443,198 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Smart & Final Inc.’s definitive Proxy Statement for its Annual Meeting of Shareholders to be held May 22, 2003 are incorporated by reference into Parts II & III of this Form 10-K.

SMART & FINAL INC.

INDEX TO ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 29, 2002

Caption		Page

Forward-Looking Statements		3

PART I

Item 1.	Business	4
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Submission of Matters to a Vote of Security Holders	16

PART II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters	17
Item 6.	Selected Financial Data	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	63

PART III

Item 10.	Directors and Executive Officers of the Registrant	63
Item 11.	Executive Compensation	63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
Item 13.	Certain Relationships and Related Transactions	63
Item 14.	Controls and Procedures	63

PART IV

Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	64

Signatures		68

Certifications		69

Forward-Looking Statements

When used in this report, the words “believe,” “expect,” “anticipate” and similar expressions, together with other discussion of future trends or results, are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are subject to certain risks and uncertainties, including those discussed below that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. All of these forward-looking statements are based on estimates and assumptions made by our management which, although believed to be reasonable, are inherently uncertain and difficult to predict; therefore, undue reliance should not be placed upon such statements. Actual results may differ materially and adversely from such statements due to known and unknown factors. The following important factors, among others, could cause our results of operations to be materially and adversely affected in future periods:

	•	increased competitive pressures;
	•	deterioration in national or regional economic conditions;
	•	interruption and/or inability to obtain adequate supplies of products; and
	•	adverse state or federal legislation or regulation that increases the costs of compliance or adverse findings by a regulator with respect to existing operations.

Many of these factors are beyond our control. There can be no assurance that we will not incur new or additional unforeseen costs in connection with the ongoing conduct of our business. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized. Additional information regarding these factors and other risks is included in Item 1. Business - Risk Factors.

PART I

Item 1. Business

General

Smart & Final Inc. is a Delaware corporation incorporated in 1991 and headquartered in Commerce, California that conducts its business through various subsidiaries. References in this report to “we”, “our” and “us” are to Smart & Final Inc. and its subsidiaries, collectively.

Our predecessors began operations in 1871 in Southern California and pioneered the “cash-and-carry” concept in the wholesale grocery business. We sell food, foodservice products and professional-quality culinary equipment through warehouse stores, wholesale stores and broadline foodservice distribution businesses. In 2002, we had total sales of $2.0 billion and at the end of 2002, we had approximately 5,900 employees.

Our operations include the non-membership warehouse grocery stores segment (“Stores”) and the broadline foodservice distribution segment (“Foodservice”).

The following table shows the approximate percentage of our sales accounted for by each major category of items sold during fiscal years 2002 and 2001:

		2002			2001

Grocery (including institutionally packaged and dry food items)			24.9	%		24.4	%
Dairy, produce, meat and bakery			24.4			24.8
Frozen food			13.3			12.5
Beverage			12.5			12.2
Paper and packaging			10.3			10.5
Equipment and janitorial supplies			7.8			7.8
Sundries and other			6.8			7.8

	Total		100.0	%		100.0	%

We present financial information about our Stores and broadline Foodservice operating segments in Note 12 to the Consolidated Financial Statements included in this report.

Stores

We operated 231 non-membership warehouse grocery stores at fiscal year end 2002 through our principal subsidiary, Smart & Final Stores Corporation, a California corporation and related entities. These stores operate under the banners “Smart & Final” and “United Grocers Cash & Carry” (“Cash & Carry”). In 2002, our Stores’ sales totaled $1.6 billion.

Our 100%-owned subsidiary, Smart & Final de Mexico S.A. de C.V. (“Smart & Final Mexico”), is a Mexican holding company that owns 50% of a joint venture with the operators of the Calimax store chain. The joint venture operates nine stores in Mexico as a Mexican domestic corporation under the name Smart & Final del Noroeste, S.A. de C.V. and the average selling

square feet of these stores as of the end of 2002 was 17,952. The Mexico joint venture operations are not consolidated and are reported on the equity basis of accounting.

Our stores offer a consistent selection of approximately 7,000 to 9,000 food items, supplies and equipment, primarily in institutional sizes and quantities, targeted at small foodservice businesses and other business customer groups. Our Smart & Final stores also attract value-oriented retail customers who prefer to purchase items in larger sizes or quantities. We strategically position our stores in a substantial niche market between membership warehouse clubs and traditional foodservice operators. With an average size of approximately 17,500 square feet, our stores’ smaller footprint enables us to locate a greater number of stores in urban neighborhoods than warehouse club operators, which in turn provides a faster, more convenient shopping experience for our customer.

We have experienced significant sales growth despite the expansion of the warehouse club industry in the same geographic markets. We attribute such sales growth to our commitment as a key supplier for the needs of small and mid-sized independent foodservice operators. Our stores are competitive by offering convenience, attractive pricing, a wide and consistent assortment including high quality corporate brand items, and a high level of customer service. Our specific focus on foodservice operators, while being attentive to the needs of retail customers, enables us to react quickly to changing market requirements and customer needs. We believe these strategies, together with our unique retail/wholesale concept, provide greater overall value than the competition.

Stores under the Smart & Final banner include 186 stores primarily located in California with others in Florida, Arizona and Nevada. Our Cash & Carry stores currently operate 45 stores in Washington, Oregon, northern California and Idaho.

The following is a summary of our stores by state as of the end of the fiscal years indicated:

		2002		2001		2000		1999		1998

California			167		165		160		159		156
Washington			18		18		16		15		15
Oregon			16		16		16		16		16
Arizona, Idaho and Nevada			16		13		12		12		12
Florida			14		12		10		10		10

	Total		231		224		214		212		209

During 2002, we opened ten new stores and relocated two stores. Additionally, we remodeled 36 existing stores. We continually evaluate the strategic potential and performance of each store and overall market outlook, including consideration of planned new stores within the same market areas to determine if any store should be closed or relocated. During 2002, we closed five stores, of which two were relocated within their same market areas. We plan to continue expansion through relocations and remodels of existing stores and new store openings.

Merchandising

Customers and market

Smart & Final stores serve two primary customer bases: businesses and household consumers. Many restaurants, caterers, businesses, clubs and organizations shop at Smart & Final stores for their foodservice product needs. Household consumers shop at Smart & Final stores for the same features that foodservice professionals enjoy: everyday low warehouse prices, smaller warehouse format to facilitate quick and easy shopping, and professional-quality products. Our Cash & Carry stores are targeted to serve only business customers, primarily restaurants, caterers and small businesses. The Cash & Carry stores feature low prices, convenient locations and broad product assortment for both primary and fill-in needs.

Product assortment and quality

Each of our stores carries approximately 7,000 to 9,000 assorted food and related items in bulk sizes and quantities. The stores offer customers a wide product selection in a hybrid, retail/wholesale format for our Smart & Final stores and a wholesale only format for our Cash & Carry stores. Our product selection includes grocery, frozen and refrigerated foods, delicatessen products, fresh produce, paper products, janitorial supplies, restaurant equipment, tobacco, candy, snacks, beverages and party supplies. We evaluate our products regularly based on formalized profitability reviews and identify items that should be added or removed. We believe the size, consistency and depth of our product assortment satisfies our customers’ needs.

Product quality is important for our stores product assortment. Our quality assurance department strives to insure that our high standards are maintained for all corporate brands and products.

Corporate brand positioning

Our stores sell our corporate brands within most merchandise categories, providing a competitive alternative to national brands. We position our corporate brands to create brand loyalty and establish an ongoing customer relationship. Furthermore, we believe foodservice customers purchase based on a quality/value/price perception. Our corporate brands target leading competitive brands with attention to quality and value. In addition, the margin contribution from corporate brands is generally higher than the comparable national brand product.

During 2002, the sales and margin contribution of our corporate brands program continued to grow. The core program consists of a three-quality-tiered structure, analogous to competitive programs. The SmartBuy® Brand is a standard grade brand positioned as “the price leader”; Smart & Final®, our national brand quality equivalent, is a consistent, quality-driven, competitively priced brand; and Smart & Final Premium Brand® represents the highest quality within the product line. There are approximately 1,300 stock keeping units represented by these brands.

In addition to the core corporate brands program, we actively market our assortment of signature brands. The Montecito® line of Hispanic products and the La Romanella® line of Italian products represent signature brands designed to reach niche ethnic markets while enhancing our core products. Other key signature brands include First Street Deli™, a full line of delicatessen products, First Street Butcher Shop™ meats and First Street Dairy™, which includes milk and other dairy products. In addition, Snack’rs®, a full line of salty snacks, along with Tradewinds™ spices and seasonings complete our signature brands offering.

Three additional signature brands were introduced in 2002, including Ambiance®, a complete coffee and hot beverage program; Davis Lay™ produce and Signature Bakeries, a full line of baked goods. We plan to develop additional signature brands and brand enhancements in 2003.

Pricing

We attempt to identify and establish competitive pricing on key items in local markets including competitive pricing against warehouse club stores. Our pricing strategy is carefully coordinated with our overall assortment strategy and with other marketing programs. Incentives encourage customers to purchase the largest sizes and case quantities, which helps maximize operating efficiencies within the distribution system. In addition, our corporate brand items offer distinct price and value advantages over comparable national brands.

Customer service

Our stores focus on customer service and convenience to encourage more frequent store visits and greater average purchase size. For example, stores offer convenient locations, operating hours and front door parking lots, along with logical layouts and easy to read signage. Our stores also maintain a high in-stock service rate; high product quality; high level of cleanliness; friendly, responsible and knowledgeable personnel; and point-of-sale support. In addition, we take customers’ special orders for a wide variety of products not carried regularly in our product assortment.

We utilize customer service representatives, provide informative customer materials, and emphasize employee training that builds customer loyalty. We have an employee training program designed to increase store employees’ retailing expertise and product knowledge. Our in-house training center provides employees with the opportunity to build their knowledge and acquire additional skills.

Marketing

Our marketing efforts for Smart & Final stores are focused on building brand awareness to encourage trial and retrial and on strengthening customer relationships to build repeat visits and to increase average purchase dollars. We build brand awareness with broad-reach advertising, public relations efforts and strong, market-entry promotional programs. We enhance our customer relationships with loyalty card programs, targeted marketing and local store events. Our strong advertising and direct mail program focuses on our key strengths: value, convenience and professional-quality products. These attributes make our Smart & Final stores the smaller,

faster warehouse stores where customers save time and money. Our Cash & Carry stores primarily utilize direct mail advertising to reach our business customers and targeted new customers. We encourage our suppliers to participate in our marketing programs, thereby reducing our net marketing costs.

Store design and size

Our stores are designed as convenient warehouse stores dedicated to easing the shopping experience. For the last three years, new and relocated stores have ranged from 11,000 to 27,000 square feet. Our stores are organized into dry grocery, beverages, frozen foods, dairy/deli, janitorial, equipment and supplies, candy, snacks, party supplies and other departments. In addition, prototype designs are improved continually to enhance traffic flow, space utilization, departmentalization, adjacencies of merchandise, and overall visual appeal without diluting the convenient warehouse image.

Operations

Procurement

We believe our purchasing policies and procedures result in costs that are comparable to other companies purchasing similar quantities and types of merchandise. Service level goals and investment buying strategies are integrated to the purchasing program.

Our Smart & Final stores continually utilize the efficiencies provided by cooperative buying organizations to facilitate low cost purchasing. These buying alliances supplement the normal buying activities of each distribution center. We strive to maintain close working relationships with our major suppliers to reduce product and distribution costs. During 2002, we bought from approximately 1,800 different suppliers. We are continuing a process of consolidating procurement of national brand products, corporate brand products and signature brand products for all Stores and broadline Foodservice units. In 2002, we negotiated several national procurement agreements with suppliers, which reduced costs and increased merchandise margins.

Our Cash & Carry stores buy the majority of their products through a service agreement with Unified Western Grocers, Inc. (“UWG”), a grocery cooperative located in Portland, Oregon. During 2002, Cash & Carry stores purchased approximately 77% of their product requirements from UWG. The service agreement with UWG expires in May 2003. We are currently evaluating various options regarding future product procurement for our Cash & Carry stores, including entering into a new service agreement with UWG.

We have not had any significant difficulties in the past, and do not expect any difficulties in the future, in obtaining products from suppliers or distributors.

Distribution

We support 133 Smart & Final stores in southern California, Arizona and Nevada and nine Smart & Final Mexico stores from a 445,000 square foot distribution center in Commerce,

California. Our Commerce distribution center operates a fleet of 37 tractors and 156 trailers that are either owned or leased. When possible, we increase the efficiency of our fleet by filling outbound trucks to capacity and utilizing a backhaul program for inbound deliveries.

Our broadline Foodservice distribution facilities located in Stockton, California serve 39 Smart & Final stores. Our broadline Foodservice distribution facilities located in Miami, Florida serve 14 Florida Smart & Final stores.

The 45 Cash & Carry stores in the Pacific Northwest are primarily served through a service agreement with UWG.

Other methods of distribution to our stores include service agreements with outside freezer facilities for distribution of frozen and deli products and direct shipments from suppliers to the stores that include mostly bakery, soda, dairy and produce.

We utilize computerized inventory management systems, radio frequency technology, and integrated labor management systems in our warehouses.

Broadline Foodservice

We operate our northern California and Florida broadline foodservice distribution businesses through a holding company, American Foodservice Distributors, a California corporation. American Foodservice Distributors owns Port Stockton Food Distributors, Inc., a California corporation, Henry Lee Company, a Florida corporation, and two meat processing and distribution divisions in Florida, Southern Foods and Orlando Foodservice. The operations of Southern Foods were combined with the operations of Orlando Foodservice and Henry Lee Company as of the end of 2002. Port Stockton Food Distributors, Inc., headquartered in Stockton, California, conducts business under the name Smart & Final Foodservice Distributors (“Smart & Final Foodservice”). Smart & Final Foodservice also owns Davis Lay and Craig and Hamilton branded operations that operate produce and meat processing facilities, respectively, in northern California. Henry Lee Company, headquartered in Miami, Florida, and American Foodservice Distributor’s two Florida operating divisions, Southern Foods and Orlando Foodservice, are collectively referred to as “Florida Foodservice”. In 2002, our broadline Foodservice operations had total sales of $385.4 million.

Merchandising

Customers and market

Our broadline Foodservice’s core business is distribution of food and non-food products to approximately 5,500 foodservice customers such as restaurants, coffee shops, hotels, cruise ships and institutions. In northern California, Smart & Final Foodservice’s market area covers mainly northern and central California. Florida Foodservice serves foodservice operator customers primarily located in the State of Florida and certain markets in the Caribbean and central and South America.

Product assortment and quality

Our broadline Foodservice’s full-line assortment features dry grocery, frozen foods, fresh meat, deli products, produce, health and beauty aids, paper and packaging, janitorial supplies and restaurant equipment and supplies. Our broadline Foodservice distributes national-brand, private-label, and our corporate brand and signature brand merchandise and products. We believe the quality, consistency and depth of our product assortment satisfy our broadline Foodservice customers’ needs.

Customer service

In addition to a broadline assortment, our broadline Foodservice provides to the customers services including product delivery, extension of credit and ancillary services such as restaurant equipment and supplies. We believe the ability to accurately deliver a full-line assortment of products and services on a dependable basis is critical to securing new customers and retaining existing customer market share.

Operations

Procurement

Our purchasing policies and procedures result in costs that we believe are comparable to other broadline foodservice distributors. Through Henry Lee Company and Smart & Final Foodservice subsidiaries, we are a large member of UniPro Foodservice, Inc., a buying group with annual member sales of over $16 billion. We are also a member of the DMA Major Account sales group. Our broadline Foodservice utilizes the efficiencies provided by these buying organizations as well as our consolidated procurement program for national brand products, corporate brand products and signature brand products.

Distribution

In northern California, Smart & Final Foodservice operates two dry grocery facilities in Stockton totaling 385,000 square feet and a 23,000 square-foot meat processing facility. Additionally, Smart & Final Foodservice has leased space with warehouse services to provide frozen and refrigerated distribution to its customers. These facilities serve our broadline Foodservice’s 2,500 customers in northern and central California, as well as 39 Smart & Final stores. Smart & Final Foodservice operates a fleet of 70 tractors, 98 refrigerated trailers and 29 vans that are either owned or leased.

In Florida, Florida Foodservice serves its 3,000 customers and 14 Smart & Final stores from a 230,000 square foot dry and refrigerated grocery distribution center and a 99,000 square foot frozen food facility in Miami, Florida. Florida Foodservice operates a leased fleet of 57 tractors, 75 refrigerated trailers and three refrigerated straight trucks.

Competition

We participate in the dynamic and highly competitive $180 billion annual sales, domestic food distribution industry. Our competitors include

	•	membership and non-membership warehouse stores;
	•	wholesale distributors; and
	•	supermarkets, supercenters and other retailers.

Many of our competitors have greater financial, distribution, marketing and other resources.

Our three major warehouse stores competitors are Costco Wholesale Corporation, BJ’s Wholesale Club and the SAM’s Club division of Wal-Mart Stores, all of which require membership. The warehouse stores industry has experienced intense price competition, product innovation and rapid store growth over the past several years. We believe that we compete effectively with membership warehouse stores by offering a broader and more consistent foodservice assortment, more convenient shopping facilities and locations, a high level of customer service and competitive pricing.

Competition from supermarket chains continues to increase as such chains emphasize price, service and convenient locations, while widening their assortment of goods, lowering prices and increasing promotion, to more effectively compete with warehouse stores and supercenters.

The traditional wholesale foodservice distribution market, in which our broadline Foodservice segment and Cash & Carry stores operate and in which Smart & Final stores compete to a lesser extent, is very competitive and highly fragmented. Major competition consists of national wholesale distributors such as Sysco Corporation, Performance Food Group, the U.S. Foodservice division of Ahold USA and many smaller, regional distributors and independent wholesalers. The top 50 broadline distributors are believed to represent approximately 35% of the total foodservice distribution market.

Management Information Systems

We have made substantial investments in new systems during the past several years, and expect to continue to invest in business technology as a means to enhance our competitive position.

Our investment focus is on operational systems and data warehousing that streamline data collection and reporting systems across all lines of the business. We expect these new systems will help increase profitability, better position our pricing strategy and focus on the most important needs of customers while enabling us to be more efficient and responsive to current business trends.

Our purchasing system enables buyers to manage turnover, buy inventory efficiently, achieve targeted gross margin objectives, track rebates and allowances by vendor, and maintain

targeted service levels. The merchandising system enables store assortment to be customized to the needs and characteristics of individual market areas, maximizes gross margin return on investment by item and product category and increases inventory turn. The pricing systems allow the assortment to be managed in accordance with the marketplace. The distribution system manages warehouse inventories and store order selection and measures enterprise labor productivity. We believe that the past year’s efforts which have primarily focused on the point of sale systems and the timely availability of detailed transactional data have established us as a leader in the customer information management arena. These systems will allow us to address individual customer’s needs, improve margin and react to both cost and market changes.

Human Resources

We strongly emphasize career development and retention of our employees. We strive to maintain the culture of a highly focused and innovative organization that maximizes employee productivity and contributions. We actively recruit and offer training opportunities to employees in order to develop qualified candidates for managerial positions as vacancies occur.

Employee training and development programs through our own training facilities encompass all levels of store operations, from entry through management, and emphasize merchandising techniques and customer service goals to ensure top employee quality and productivity. We reward superior performance and motivate employees with incentive pay and stock option programs. Stores managers and employees receive periodic or annual bonuses based on the achievement of specific operating goals. Sales employees in the broadline Foodservice segment receive sales incentives and employees at the distribution centers receive productivity incentives.

Approximately 100 hourly employees employed by 17 Cash & Carry stores are covered by a labor contract with the International Brotherhood of Teamsters. Smart & Final Foodservice is party to an agreement with its Food Distribution Associates Association, representing approximately 230 employees, which contains certain procedures and policies with respect to management and employee relations.

At the end of fiscal year 2002, we employed approximately 5,940 employees, including 4,610 at Smart & Final stores, 350 at Cash & Carry stores, 510 at Smart & Final Foodservice, and 470 at Florida Foodservice. About one-half of our employees are part-time employees. We consider our relations with our employees to be good.

Government Regulation

We are subject to regulations enacted by federal, state and local regulatory agencies, including the U.S. Food and Drug Administration and U.S. Department of Agriculture. These regulations include, but are not limited to, trade practices, labor, health, safety, transportation, environmental protection and regulations related to the sale and distribution of alcoholic beverages, tobacco products, milk, agricultural products, meat products and other food products. Compliance with these regulations has not had a material effect on our financial position or results of operations.

Risk Factors

Competition

We operate in the highly competitive warehouse grocery stores and broadline foodservice distribution industry. If we fail to successfully respond to competitive pressures in this industry, or to effectively implement our strategies to respond to these pressures, our operating results may be negatively affected. Many of our competitors have greater financial, distribution, marketing and other resources. Heightened competition among our suppliers, increased shopping alternatives and trends toward vertical integration could create additional competitive pressures. These factors could result in price reductions, reduced sales and margins or loss of market share, any of which could negatively impact our results of operations.

Susceptibility to changes in business and economic conditions

We operate in an industry characterized as high sales volume and low profit margin which is sensitive to national and regional business and economic conditions. We cannot fully foresee the changes in business and economic conditions, which may result from domestic reasons or foreign unrest. Our profitability is dependent on sales growth and control over merchandise, distribution and occupancy costs and operating and administrative expenses.

Changes in legislation or regulation

Changes in legislation and regulations related to accounting standards, taxation laws, labor laws, environment laws and the sale and distribution of food products may have a material impact on our financial conditions or results of operations.

Operational inefficiencies

Our efforts to maintain and improve our operational efficiency are largely dependent on the expertise and experience of our senior management and various key employees. The failure to attract and retain qualified employees in the future could have a material adverse effect on our business.

Inability to execute our stores expansion plan

An element of our growth strategy is to continue expansion through new store openings and relocations and remodels of existing stores. Our success in executing this expansion plan is dependent on our ability to locate and obtain favorable store sites, open new or relocated stores in a timely manner and adapt distribution, management information and other operating systems sufficiently to support store expansion in an efficient and profitable manner.

Unforeseen claims and litigation matters

We may face various claims and litigation in the future and if proven the impact may be serious. These claims could arise from 1) our employees, including wage disputes, discrimination, working condition and work-related injuries; 2) our customers, including

problems with the quality, safety or integrity of the food products we sell or our services; 3) governments for non-compliance of legislation and regulations; and 4) our suppliers for non-compliance of any purchase agreement. Any of these events could result in significant costs, loss of customers and/or could harm our ability to market and sell our food and related products.

Debt and capital resources

Our bank credit facility and lease facility contain financial covenants and other restrictions that limit our operating flexibility. As of December 29, 2002, we were not in compliance with certain of these covenants. In February 2003, we obtained waivers of non-compliance as of December 29, 2002 and an amendment of certain covenants for the first quarter of 2003. We intend to negotiate and enter into amended bank credit facility and lease facility agreements during 2003. If we are unable to negotiate and enter into amended bank credit facility and lease facility agreements, we may be required to renegotiate the terms of the waivers or seek alternative means of financing such obligations. If we are unable to generate sufficient cash flows to service our debt and lease obligations, or if future borrowings or equity financing are not available to us for the payment or refinancing of our debt, our operating results may be adversely impacted.

Website

Our website on the World Wide Web, http://www.smartandfinal.com, enables online purchases and provides information about us, menus, recipes and general tips on cooking and entertaining. Our website features a catalog of professional-quality kitchen equipment and supply items; janitorial, maintenance and safety supplies; and a broad assortment of Tradewinds™ spices for sale online. Customers also can locate their nearest store, view current product specials and sample menus and recipes for entertaining, learn about our broadline Foodservice distribution business and review our history, financial information and job opportunities

Available Information

We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (“Exchange Act”). The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov. We also make available free of charge on, or through our Internet website http://www.smartandfinal.com, these reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC:

	•	Annual Report on Form 10-K,
	•	Quarterly Reports on Form 10-Q,
	•	Current Reports on Form 8-K, and

•

If applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act.

Item 2. Properties

As of fiscal year end 2002, our Stores segment leased 153 store properties directly from third party lessors and had eight stores on real property that is ground leased from third party lessors. These leases had an average remaining lease term of nine years as of fiscal year end 2002. At year end, we leased 15 store properties under a lease agreement described below. The remaining 55 store properties are owned.

We occupy a 445,000 square foot distribution facility in Commerce, California that is leased under the lease agreement described below. We maintain our headquarters in an 81,000 square foot leased facility in Commerce, California.

In northern California, Smart & Final Foodservice supports its customers from a 285,000 square foot distribution facility for dry grocery and produce leased under the lease agreement described below. Additional dry grocery warehouse space in northern California includes a 100,000 square foot facility that is currently under negotiation for lease renewal. Smart & Final Foodservice also operates its Craig and Hamilton branded meat processing from a leased facility of 23,000 square feet, with a remaining term of three and a half years. These facilities are located in Stockton, California. In Tracy, California, Smart & Final Foodservice leases freezer space with warehouse services provided by the lessor for frozen food receiving and storage under a three-year lease started in 2002.

In Florida, Florida Foodservice operates a 230,000 square foot warehouse in Miami, Florida, including 22,000 square feet of office space. Florida Foodservice also occupies 7,600 square feet of space used as a maintenance facility for its fleet. Both of these facilities are leased from the former owners of Henry Lee Company. These leases expire in August 2005. Florida Foodservice also operates a 99,000 square foot frozen food facility in Miami, Florida that is leased under the lease agreement described below.

We plan to continue to lease properties, but also may elect to own some of the new stores on an interim or permanent basis. We have a lease facility that covers the lease of 15 store locations and three distribution facilities located in California and Florida. The total value under this lease facility aggregates $87.0 million. See “Liquidity and Capital Resources” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a further discussion of this lease facility.

Item 3. Legal Proceedings

We have been named as a defendant in a suit filed on September 13, 2001 in the Superior Court of the State of California for the County of Los Angeles. This suit, Sergio Camacho vs. Smart & Final Inc., was filed by the plaintiff, on his behalf and on behalf of all other store managers and assistant managers in California, alleging that we misclassified the status of store managers and assistant managers in California as exempt employees for employment purposes. The action seeks to be classified as a “class action” and seeks unspecified monetary damages.

The merits of this action are being actively investigated and (a) we believe that the merits of this action do not warrant class action status; (b) we believe we have certain defenses to the claim; and (c) we are unable to assess the ultimate determination of this action and what effect, if any, that may result.

We are the defendant in a number of other lawsuits or are otherwise a party to certain litigation arising in the ordinary course from our operations. We do not believe that the ultimate determination of these cases will either individually or in the aggregate have a material adverse effect on our results of operations or financial position.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to our security holders for a vote during the quarter ended December 29, 2002.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Market Information and Holders

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol SMF. As of March 11, 2003, there were approximately 240 registered holders of the common stock and the closing price per share of the common stock as listed on the NYSE composite tape was $3.85. The following table sets forth the high and low sales prices of the common stock as reported on the NYSE composite tape for the periods indicated.

	*High*		*Low*

First Quarter of 2001	$	10.95	$	8.06
Second Quarter of 2001		11.75		8.50
Third Quarter of 2001		11.90		9.60
Fourth Quarter of 2001		10.60		9.05
First Quarter of 2002		10.88		8.85
Second Quarter of 2002		10.47		7.50
Third Quarter of 2002		8.40		3.86
Fourth Quarter of 2002		6.24		4.25

Dividends

The declaration and payment of dividends is subject to the discretion of our Board of Directors, and there can be no assurance whether or when dividends will be paid in the future. We have not paid dividends since the payment of the fourth quarter 1998 dividend paid on January 29, 1999. Please see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for information concerning the dividend restrictions under our bank credit facility and lease facility.

Securities Authorized for Issuance under Equity Compensation Plans

The information required by Part II, Item 5 of Form 10-K is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A for our Annual Meeting of Stockholders to be held on May 22, 2003. We intend to file the Proxy Statement not later than 120 days after our last fiscal year end. If the Proxy Statement is not filed with the SEC within such 120-day period, the items comprising the Part II, Item 5 information will be filed as an amendment to this Form 10-K not later than the end of the 120-day period.

Item 6. Selected Financial Data

The information below is only a summary and should be read in conjunction with our consolidated financial statements and related notes to consolidated financial statements contained elsewhere in this Form 10-K.

							Fiscal Year (A)

*(In thousands, except per share and statistical data)*							2002			2001			2000			1999			1998(B)

Income Statement Data:
						Sales	$	2,015,983		$	1,946,723		$	1,863,895		$	1,793,142		$	1,661,629
					Gross margin			280,535			274,598			257,511			235,342			207,080
				Income from operations				22,385			29,738			27,453			25,722			1,888
				Interest expense, net				12,681			12,500			13,368			17,997			13,304
			Income (loss) before income taxes, extraordinary item and cumulative effect of accounting change					9,704			17,238			14,085			7,725			(11,416	)
		Net income (loss)						6,849			12,029			9,557			5,376			(8,224	)
		Earnings (loss) per common share, assuming dilution						0.23			0.41			0.33			0.20			(0.36	)
		Dividends per common share (C)					$	—		$	—		$	—		$	—		$	0.20
		Weighted average diluted common shares outstanding						29,527			29,660			29,244			26,321	(D)		22,596
Financial Data (at fiscal year end):
		Cash and cash equivalents					$	26,526		$	23,016		$	22,028		$	42,936		$	20,887
		Working capital (deficit)						(20,635	)		122,695			27,062			133,614			(15,242	)
		Total assets						621,236			631,124			580,351			580,976			580,127
		Long-term debt and capital leases, excluding current maturities						5,444			144,875			35,472			157,470			78,712
		Stockholders’ equity						271,535			271,581			261,499			251,568	(D)		186,757
Other Operational Data (E):
		Comparable store sales growth						3.4	%		3.9	%		5.5	%		5.3	%		(0.2	)%
		Stores at year end						231			224			214			212			209
		Total retail square footage (thousands)						4,043			3,855			3,606			3,548			3,482
		Sales per selling square foot					$	412		$	412		$	410		$	391		$	396
		Store customer transactions (thousands)						42,934			40,252			38,493			37,289			33,048
	Employees at year end							5,940			5,800			5,640			5,308			5,447

(A)		For all years, 52 weeks.
(B)		Amounts include results of United Grocers Cash & Carry store operations from the date of its acquisition in May 1998.
(C)		Our Board of Directors has indefinitely suspended dividends on common stock, effective following the payment of the fourth quarter 1998 dividend paid on January 29, 1999.
(D)		6,496,000 common shares were issued during the equity offering in June 1999 and increased stockholders’ equity by $57.9 million.
(E)		Other Operational Data does not include data related to the Mexico joint venture.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the “Selected Financial Data”, our consolidated financial statements and related notes thereto included elsewhere in this Form 10-K. The following table sets forth the consolidated statements of income data. Amounts and percentages may not aggregate due to rounding.

*(Dollars in millions, except per share amounts)*					Fiscal Year

					2002				2001				2000

Sales:
				Stores	$	1,630.6	80.9	%	$	1,542.9	79.3	%	$	1,463.7	78.5	%
				Foodservice		385.4	19.1			403.8	20.7			400.2	21.5
	Total sales					2,016.0	100.0			1,946.7	100.0			1,863.9	100.0
Cost of sales, buying and occupancy:
				Stores		1,379.8	84.6			1,297.8	84.1			1,240.1	84.7
			Foodservice			355.6	92.3			374.3	92.7			366.3	91.5
		Total cost of sales, buying and occupancy				1,735.4	86.1			1,672.1	85.9			1,606.4	86.2

Gross margin						280.5	13.9			274.6	14.1			257.5	13.8
Operating and administrative expenses						258.2	12.8			244.9	12.6			230.0	12.3
Income from operations						22.4	1.1			29.7	1.5			27.5	1.5
Interest expense, net						12.7	0.6			12.5	0.6			13.4	0.7

Income before provision for income taxes						9.7	0.5			17.2	0.9			14.1	0.8
Provision for income taxes						3.7	0.2			6.3	0.3			5.4	0.3

Income from consolidated subsidiaries						6.0	0.3			10.9	0.6			8.7	0.5
Equity earnings in unconsolidated subsidiary						0.9	—			1.1	0.1			0.8	—

Net income					$	6.8	0.3	%	$	12.0	0.6	%	$	9.6	0.5	%

Earnings per common share					$	0.23			$	0.41			$	0.33

Earnings per common share, assuming dilution					$	0.23			$	0.41			$	0.33

Results of Operations

Our net income was $6.8 million, or $0.23 per diluted share, in 2002, compared with net income of $12.0 million, or $0.41 per diluted share, in 2001, and net income of $9.6 million, or $0.33 per diluted share, in 2000. The following table sets forth pre-tax income or loss, in millions, for each of our reportable segments:

		2002			2001			2000

Stores		$	36.4		$	41.3		$	37.3
Foodservice			(12.6	)		(14.6	)		(8.2	)

	Segment totals		23.8			26.7			29.1
Interest and other corporate expenses			(14.1	)		(9.5	)		(15.0	)

	Consolidated pre-tax income	$	9.7		$	17.2		$	14.1

The basis for allocating distribution expense to Stores was changed in 2001. If the new allocation method had been used in fiscal year 2000, broadline Foodservice pre-tax loss and Stores pre-tax income would have been approximately $2.6 million greater in 2000.

A number of factors impacted the results of operations in 2002 and 2001:

Factors affecting 2002 results:

	•	Strong same store sales growth within the Stores segment particularly as compared to industry norms.
	•	Costs associated with increased number of new and relocated stores opened during 2002 and 2001, which required initial capital expenditures and set-up costs while generating lower margins.
	•	Increased store labor and related expenses in support of a program to improve service and support sales.
	•	Increased fringe benefit and utility costs.
	•	Distressed regional economic conditions that adversely impacted sales within the broadline Foodservice segment.

Factors affecting 2001 results:

	•	Strong sales growth and improved margins at the Stores segment attributable to the national procurement program, expanded corporate brands and store assortment mix.
	•	Targeted marketing programs and continuing strong same store sales growth.
	•	Costs related to restructuring, building sales force and other higher than anticipated charges at Smart & Final Foodservice.
	•	Adverse impact on the broadline Foodservice segment sales due in part to the events of September 11, 2001 and their aftermath, as this segment is more dependent upon the tourism and travel industries.

Sales

Sales were $2,016.0 million in 2002, $1,946.7 million in 2001 and $1,863.9 million in 2000. Total sales increased 3.6% in 2002 and 4.4% in 2001. Historically, sales have followed a seasonal pattern in which first quarter sales tend to be the weakest. Third quarter sales are comparatively high because the third quarter includes four four-week periods, whereas the other quarters include three four-week periods.

Stores

The following table sets forth the sales and sales growth of our Stores segment for 2002, 2001 and 2000, as compared to the previous year:

	2002			2001			2000

Segment sales, in millions	$	1,630.6		$	1,542.9		$	1,463.7
Segment sales growth		5.7	%		5.4	%		5.9	%
Same stores sales growth		3.4	%		3.9	%		5.5	%

Total Stores sales increased in 2002 and 2001 due to

	•	new and relocated stores opened during the two-year period, including twelve in 2002 and thirteen in 2001, and
	•	increased same store sales.

Improved same store sales growth during 2002 and 2001 was due to

	•	strong sales growth in Cash & Carry stores in Pacific Northwest and northern California Smart & Final stores in 2002, and
	•	increased spending in marketing and improved product assortment during 2001.

Sales growth for 2002 and 2001 was adversely affected by the effect of the nationwide economic downturn as compared to 2000.

Foodservice

The following table sets forth the sales and sales growth of our broadline Foodservice segment for 2002, 2001 and 2000, as compared to the previous year:

	2002			2001			2000

Segment sales, in millions	$	385.4		$	403.8		$	400.2
Segment sales growth (decline)		(4.6	)%		0.9	%		(2.7	)%

Broadline Foodservice sales decreased in 2002 as compared to 2001 largely due to

	•	nationwide economic downturn, and
	•	decreased Florida tourism partially a result of the downturn in the South American economy.

Broadline Foodservice sales increased in 2001 as compared to 2000, due to increased cruise line sales at Florida Foodservice. Such increase was partially offset by

	•	decreased sales at Smart & Final Foodservice, and
	•	the adverse affect of the events of September 11, 2001 and resultant decreased travel patterns as well as the general economic downturn.

Gross margin

As a percentage of sales, gross margin was 13.9% in 2002, 14.1% in 2001 and 13.8% in 2000. Gross margins decreased in 2002 as compared to 2001 due to decreased gross margins at Stores, partially offset by improvement at broadline Foodservice and a favorable mix as a result of the shift to Stores sales as broadline Foodservice sales fell. Gross margin improved in 2001 from 2000 due to improved gross margins at Stores and the improved sales mix.

Stores

Gross margins as a percentage of sales for the Stores segment were 15.4% in 2002, 15.9% in 2001 and 15.3% in 2000.

Gross margins, as a percentage of sales, for Stores decreased in 2002 primarily due to

	•	increased occupancy costs as a result of the increased number of new and relocated stores opened during 2002 and 2001, and
	•	increased inventory loss reported in the early part of the 2002 year.

Gross margins, as a percentage of sales, for Stores improved in 2001 due to

	•	the continuing effort in the national procurement program,
	•	better store assortment mix,
	•	expanded corporate brands and signature brands, and
	•	improved distribution efficiency.

Additionally, beginning in 2001, a change in the basis of allocating distribution expense reduced costs for stores served by our broadline Foodservice units in 2001, as compared to 2000.

Foodservice

Gross margins, as a percentage of sales, for the broadline Foodservice segment were 7.7% in 2002, 7.3% in 2001 and 8.5% in 2000.

Gross margins, as a percentage of sales, for broadline Foodservice increased in 2002 largely due to

	•	improved merchandise margins and sales mix in Florida Foodservice, and
	•	decreased distribution costs in Smart & Final Foodservice, primarily due to labor efficiencies and decreased inventory loss.

Gross margins, as a percentage of sales, for broadline Foodservice decreased in 2001 primarily due to

	•	higher costs at Smart & Final Foodservice, including the costs of re-racking its facilities, restructuring its operations, inventory shrink and increased occupancy costs,
	•	changes in sales mix due to the increased cruise line sales that generate lower margins, and
	•	decreased distribution expense allocated to Stores due to a change in the basis of allocating such expenses in 2001.

Operating and administrative expenses

Operating and administrative expenses were 12.8% of sales in 2002, 12.6% in 2001, and 12.3% in 2000.

Stores

Operating and administrative expense increases for Stores in 2002 and 2001 were attributable to

	•	increased store labor in support of the program to improve service and support sales,
	•	increased store operating expenses as a result of a greater number of new and relocated stores opened during 2002 and 2001,
	•	increased utility costs, credit card fees and increased marketing expense, and
	•	increased fringe benefit costs, including pension costs, workers compensation insurance and medical insurance.

These increases were partially offset by the continued control in other expenditures, primarily reductions in performance-based compensation.

Foodservice

Operating and administrative expenses increased at broadline Foodservice in 2002 primarily due to increased operating expenses at Smart & Final Foodservice despite its reduced selling expenses and provision for bad debts. Expenses in 2001 increased, despite continuing rigid expense controls at Florida Foodservice, due to the costs related to restructuring Smart & Final Foodservice, increased selling expenses in an effort to create new sales, and increased provision for bad debts.

Corporate Expense

Corporate expense increased in 2002, due to a $1.3 million pre-tax charge reflecting the costs associated with the settlement of a contractual dispute with a vendor and increased professional fees, partially offset by increased gain recognized on the sale of unused property. The decrease in corporate expenses in 2001 was primarily due to non-recurring consulting fees of $2.5 million incurred in 2000 related to improving procurement programs. No similar consulting

fees were recorded in the same period of 2001. Additionally in 2001, we recorded a $1.3 million gain related to the distributions received from an insurance company demutualization transaction.

Interest expense, net

Interest expense, net increased in 2002 to $12.7 million, compared to $12.5 million in 2001 and $13.4 million in 2000. Interest expense, net increased in 2002 due to the higher average outstanding debt levels, partially offset by decreased average interest rates. Interest expense, net decreased in 2001 as a result of rate reductions due to our improved financial ratios and lower market interest rates.

Equity earnings in unconsolidated subsidiary

Smart & Final Mexico owns a 50% interest in a Mexico joint venture that operates nine stores in Mexico and produced $0.9 million in equity earnings in 2002, $1.1 million in 2001 and $0.8 million in 2000. This Mexico joint venture opened three new stores during the last three years.

Liquidity and Capital Resources

Cash flows and financial positions

Net cash provided by operating activities was $53.1 million in 2002 compared to $33.0 million in 2001 and $41.9 million in 2000. The increase or decrease in cash provided by operating activities reflects our operating performance and the timing of receipts and disbursements. In 2002, as compared to 2001, decreases in trade notes and accounts receivable and inventories and an increase in other accrued liabilities were partially offset by decreases in accounts payable and accrued salaries and wages as well as an increase in prepaid expenses and other current assets.

Net cash used in investing activities was $44.6 million in 2002 compared to $46.8 million in 2001 and $28.1 million in 2000. The increases in 2002 and 2001, as compared to 2000, were primarily due to capital expenditure requirements for an increased number of new and relocated stores. Capital expenditures for 2002 totaled $47.8 million, which consisted of $45.7 million in support of the Stores segment and $2.1 million in support of the broadline Foodservice segment. For 2001, capital expenditures totaled $45.0 million, which consisted of $37.6 million in support of the Stores segment and $7.4 million in support of the broadline Foodservice segment. These increases in capital expenditures were partially offset by increased proceeds from disposal of closed or relocated store properties in 2002 and 2001.

Net cash used in financing activities was $5.0 million in 2002 compared to $14.8 million net cash provided by financing activities in 2001 and $34.7 million net cash used in financing activities in 2000. Net cash used in financing activities in 2002 primarily reflected payments on notes and capital leases. Net cash provided by financing activities increased in 2001 primarily due to the refinancing activities in November 2001 that provided the additional net cash.

At December 29, 2002, we had cash and cash equivalents of $26.5 million, stockholders’ equity of $271.5 million and debt, excluding capital leases, of $135.0 million. The debt consists

of $130.0 million outstanding under a revolving bank credit facility and a $5.0 million remaining balance under a five-year unsecured note as a result of the acquisition of Cash & Carry stores in 1998. The weighted average interest rate, including all associated fees, on our variable rate debt for 2002 was 5.70%.

Our working capital was a $20.6 million deficit at December 29, 2002 compared to a positive working capital position of $122.7 million at December 30, 2001. The $143.3 million decrease in working capital was primarily the result of reclassification of the $130.0 million outstanding borrowings under a revolving bank credit facility from long-term liability to short-term liability. Further discussion regarding this reclassification is included in “Bank credit facility, lease facility and other financing activities” below.

Capital expenditure and other capital requirements

Our primary requirement for capital is the financing of the building, leasehold improvements, equipment and initial set-up expenditures for new, relocated and remodeled stores as well as general working capital requirements. We estimate that new capital expenditures for 2003 will aggregate approximately $38.0 million, including $36.5 million in support of the Stores segment and $1.5 million in support of the broadline Foodservice segment. However, we cannot assure that these estimates will be realized and our capital program plans are subject to change upon our further review.

On average during the past three years, each new and relocated store cost approximately $620,000 in buildings and improvements and required approximately $530,000 and $370,000 for equipment and inventory, respectively. Remodel costs over the past three years have averaged approximately $4.5 million each year or approximately $265,000 per store remodel. The primary objective of remodelings is to improve the profitability of the stores by increasing sales and generating increased margins.

We have various retirement plans, which subject us to various funding obligations. Our noncontributory pension plan covers substantially all of our full time employees, except for those employees of our broadline Foodservice segment. We fund this plan with contributions as required by the Employee Retirement Income Security Act of 1974. Recent changes in the benefit plan assumptions as well as the funded status of the plan have impacted the funding and expense levels for fiscal year 2002 and future periods. We contributed $4.0 million to the plan in 2002 and estimate that these changes may require further cash contributions to the plan of approximately $6 million to $8 million by fiscal year end 2003. Additionally, we recognized an additional minimum liability for the pension plan at fiscal year end 2002, which resulted in a non-cash charge to other comprehensive loss of $6.2 million, net of tax.

Bank credit facility, lease facility and other financing activities

and $4.2 million of letters of credit were outstanding and the remaining availability based on the formula was $19.2 million. Interest for the Credit Agreement is at Eurodollar LIBOR or the Administrative Agent’s reference rate, plus designated amounts. Commitment fees are charged on the undrawn amounts at rates ranging between 0.30% to 0.50%. The Credit Agreement expires on November 30, 2004. Principal repayments may be required prior to the final maturity. Additionally, under certain conditions, pay-downs toward the facility are treated as permanent reductions to the amount committed. As of December 29, 2002, the six-month Eurodollar LIBOR rate was 1.39%.

In November 2001, we entered into a five-year operating lease agreement (“Lease Agreement”) with a national banking association. Participants in this transaction include several banks and financing institutions as well as Casino USA, Inc. (“Casino USA”) which owned 56.7 percent of our common stock at fiscal year end 2002. Casino USA’s share of participation is $16.1 million. The Lease Agreement, with a value of $87.0 million and an interest rate of 9.07%, covers 18 leased properties. The Lease Agreement provides for the financing of the following three distribution facilities: (a) Commerce, California warehouse for dry goods distribution to Stores; (b) Stockton, California, a dry goods warehouse for Smart & Final Foodservice distribution and Stores; and (c) Miami, Florida, a frozen foods warehouse for Florida Foodservice distribution and Stores; and for 15 store locations. The Lease Agreement expires on November 30, 2006. At the end of the term, the Lease Agreement requires us to elect to purchase all the properties by a final payment of $86.4 million or sell all the properties to a third party. If the properties are sold to a third party and the aggregate sales price is less than $69.2 million, we are obligated to pay the difference of the aggregate sales price and $69.2 million. The aggregate minimum future lease payments, including the final obligation of $69.2 million under the Lease Agreement, along with our other lease obligations, are included in the total contractual obligations in the table below and under Note 5 to the Consolidated Financial Statements included in this report.

Both the Credit Agreement and the Lease Agreement contain various customary and restrictive covenants, including restrictions on cash dividends declared or paid and additional debt and capital expenditures, and require us to maintain certain fixed charge coverage ratios and other financial ratios under each agreement. The covenants do not require us to maintain a public debt rating or a certain liquidity level. As of December 29, 2002, we were not in compliance with certain of these financial covenants. In February 2003, we obtained waivers of non-compliance as of December 29, 2002 and an amendment of certain covenants for the first quarter of 2003. We intend to negotiate and enter into an amended Credit Agreement and Lease Agreement during 2003. Pending the execution of an amended Credit Agreement, our obligation under the revolving credit facility has been classified as a current liability in our consolidated balance sheet as of December 29, 2002. If we are unable to negotiate and enter into an amended Credit Agreement and Lease Agreement, we may be required to renegotiate the terms of the waivers or seek alternative means of financing such obligations. Additionally, we may negotiate and restructure the Lease Agreement in response to the new accounting requirements contained in Interpretation No. 46, “Consolidation of Variable Interest Entities” released by the Financial Accounting Standards Board (“FASB”) in January 2003. See related discussion in New Accounting Pronouncements below.

Historically, our primary source of liquidity has been cash flows from operations. Additionally, we have availability under bank credit facilities. We expect to be able to fund future acquisitions and other cash requirements by a combination of available cash, cash from operations and other borrowings and proceeds from the issuance of equity securities. We believe that our sources of funds are adequate to provide for working capital, capital expenditures, and debt service requirements for the foreseeable future.

Contractual obligations

The following table sets forth our future contractual obligations, dollars in thousands:

		Less Than One Year		2004		2005		2006		2007		Thereafter		Total

Long-term debt	$	135,006	$	—	$	—	$	—	$	—	$	—	$	135,006
Capital lease obligations		2,506		2,215		2,045		764		494		1,024		9,048
Operating leases		47,407		46,123		43,250		107,725		28,692		179,473		452,670
Other long-term obligations		3,949		1,286		351		299		281		195		6,361

Total contractual obligations	$	188,868	$	49,624	$	45,646	$	108,788	$	29,467	$	180,692	$	603,085

Inflation

Our primary costs, merchandise and labor, as well as utility and transportation costs are affected by a number of factors that are beyond our control. These factors include the price of merchandise and fuel, the competitive climate, and the general and regional economic conditions. As is common practice within the food industry, we have generally been able to maintain margins by adjusting selling prices and through procurement efficiencies. But competitive conditions may, from time to time, render us unable to do so while maintaining or increasing our market share.

New Accounting Pronouncements

In June 2001, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations” which addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement cost. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. We do not expect a material impact on our results of operations or financial condition as a result of the adoption of SFAS No. 143.

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, “Accounting for Leases”, and Technical corrections.” SFAS No. 145 requires most gains and losses on extinguishment of debt to be classified as income or loss from continuing operations rather than as extraordinary items as previously required. SFAS No. 145 also amends SFAS No. 13 to require certain lease modifications to be treated as sale-leaseback transactions. Certain provisions of SFAS No. 145 are effective for transactions occurring after May 15, 2002, while other provisions are effective for fiscal years beginning after May 15, 2002. We do not expect a material impact on our results of operations or financial condition as a result of the adoption of SFAS No. 145.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” which requires the recognition of costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. We do not expect a material impact on our results of operations or financial condition as a result of the adoption of SFAS No. 146.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” Interpretation No. 45 requires that a guarantor recognize a liability for the fair value of guarantee obligations issued after December 31, 2002. We will record the fair value of future material guarantees, if any.

On January 17, 2003 the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” The objective of Interpretation No. 46 is to improve financial reporting by companies involved with variable interest entities. Interpretation No. 46 changes certain consolidation requirements by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements apply to entities created before February 1, 2003, no later than the beginning of the first fiscal year or interim period beginning after June 15, 2003. Under Interpretation No. 46, as it is currently structured, the assets and debt underlying the Lease Agreement would need to be consolidated. We may negotiate and restructure the Lease Agreement in response to the new accounting requirements under Interpretation No. 46.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. The following are considered our most critical accounting policies that, under different conditions or using different assumption or estimates, could show materially different results on our financial condition and results of operations.

Allowance for doubtful accounts

We evaluate the collectibility of accounts receivable and determine the appropriate reserve for doubtful accounts based on analysis of historical trends of write-offs and recoveries on various levels of aged receivables. When we become aware of the deteriorated collectibility of a specific account, additional reserves are made to reduce the net recognized receivables to the amount reasonably expected to be collectible or zero. When the specific account is determined uncollectible, the net recognized receivables are written off in its entirety against such reserves.

Inventory

We record the majority of our inventories at the lower of FIFO (first-in, first-out) cost or market method. Approximately 58% of our inventories are held at the stores and the remaining 42% are held in our various warehouse locations. These inventories are subject to frequent periodic counting. Losses, including theft, damages and other casualties are written off when identified. Reserves for inventory losses are provided based on analysis of historical trends including the results from the most recent periodic counting. We evaluate the adequacy of these reserves every four-week period.

Goodwill

SFAS 142, “Goodwill and Other Intangible Assets,” requires that we test goodwill for impairment based on a comparison of fair values to the carrying values of our reporting units. The determination of fair values of reporting units involves the use of assumptions and estimates such as the future performance of the operations of the reporting units and discount rates for determining the current values of expected future cash flows. Any change in these assumptions and estimates may cause the fair values of our operating units to decrease significantly and hence affect our results of operations and financial condition.

Self-insurance program

We maintain a self-insurance program covering the majority of our California workers’ compensation costs and deductibles. The amounts in excess of the self-insured levels are fully insured. We maintain insured deductible programs for other workers’ compensation and general liability exposures. Amounts in excess of deductibles are fully insured. Self-insurance accruals are calculated by outside actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future loss are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ significantly from these assumptions and historical trends.

Pension plans

We maintain defined benefit and defined contribution retirement plans for our employees. The defined benefit pension plans pay benefits to employees at retirement using formulas based on various estimates and assumptions. We account for the defined benefit pension plans in accordance with SFAS No. 87 “Employer’s Accounting for Pensions.” SFAS No. 87 requires that the amounts recognized in the financial statements be determined on an actuarial basis and include assumptions such as the expected rate of return on plan assets, a discount rate for determining the current value of plan benefits and the rate of increase in future compensation levels. Any change in these assumptions may cause the future pension and postretirement benefit expenses to increase or decrease significantly and hence affect our results of operations or financial condition.

Contingencies and litigation

In the ordinary course of our business, we are periodically named as a defendant in various lawsuits, claims and pending actions. The principal risks that we insure against are workers’ compensation, general liability, automobile liability, property damage, alternative staffing errors and omissions, fiduciary liability and fidelity losses. If a potential loss arising from these lawsuits, claims and actions is probable and reasonably estimable, we record the estimated liability based on circumstances and assumptions existing at the time. Whereas we believe the recorded liabilities are adequate, there are inherent limitations in the estimation process whereby future actual losses may exceed projected losses, which could materially adversely affect our results of operations or financial condition.

Off balance sheet financing

The Lease Agreement mentioned above could generally be described as an off-balance sheet financing activity. This agreement currently qualifies for operating lease accounting treatment under SFAS No.13, “Accounting for Leases”, and, as such, the buildings and improvements, and the debt incurred to construct them, are not included on our balance sheet. Accounting policies related to such practices have changed by the issuance of FASB Interpretation No. 46. The discussion of these changes and their impact in the future is included under “New Accounting Pronouncements.”

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risks relating to fluctuations in interest rates and the exchange rate between the U.S. dollar and Mexican Peso. Our financial risk management objective is to minimize the negative impact of interest rate fluctuations on our earnings and cash flows. As of fiscal year end 2002, our exposure to foreign exchange rates was limited.

Additionally, we are exposed to the market fluctuations associated with stock we received as a result of the demutualization transactions of a mutual insurance company in December 2001. At December 29, 2002, the fair market value of the stock was $1.2 million.

Interest rate risk is managed through the use of an interest rate collar agreement to limit the effect of interest rate fluctuations on principal amounts of an aggregate of $70 million in floating rate debt. This agreement was entered into with a major financial institution thereby minimizing risk of credit loss. See Note 3 to the Consolidated Financial Statements included in this report for a more complete description of our interest rate collar.

Interest Rate Sensitivity Analysis

The following analysis presents our earnings sensitivity if a certain interest rate change occurred at December 29, 2002. The change chosen for this analysis reflects our view of a change that is reasonably possible over a one-year period. These forward-looking disclosures are selective in nature and only address the potential impact from financial instruments. They do not include other potential effects that could impact our business as a result of these changes in interest.

At December 29, 2002, we had debt, excluding capital leases totaling $135.0 million, of which $130.0 million was variable-rate debt and $5.0 million was fixed-rate debt. We also had an interest rate collar agreement with a notional value of $70 million. This interest rate collar agreement limits LIBOR fluctuations to interest rate ranges from 5.48% to 8.00% and expires in November 2004. As of December 29, 2002, the six-month Eurodollar LIBOR rate was 1.39%.

Holding other variables constant, such as debt levels, the earnings, net of taxes and cash flows impact of a one-percentage point change in interest rates would be approximately $0.4 million.

Credit Risk

We are exposed to credit risk on trade notes and accounts receivable. We provide credit primarily to foodservice distribution customers in the ordinary course of business and perform ongoing credit evaluations. Concentrations of credit risk with respect to trade notes and accounts receivable are limited due to the number of customers comprising our customer base. We currently believe that our allowance for doubtful accounts is sufficient to cover customer credit risks.

Foreign Currency Risk

Our exposure to foreign currency risk is limited to the operations under Smart & Final Mexico and the equity earnings in its Mexico joint venture. At fiscal year end 2002, such exposure was the $4.6 million net investment in Smart & Final Mexico, which was comprised primarily of the Mexico joint venture. Our other transactions are conducted in U.S. dollars and are not exposed to fluctuation in foreign currency. We do not hedge our foreign currency exposure and therefore are not exposed to such hedging risk.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following information is included in this section:

Report of Independent Auditors	33
Consolidated Balance Sheets	35
Consolidated Statements of Income	36
Consolidated Statements of Stockholders’ Equity	37
Consolidated Statements of Cash Flows	38
Notes to Consolidated Financial Statements	39
Supplementary Data - Summary of Quarterly Results of Operations	61

REPORT OF INDEPENDENT AUDITORS

Stockholders and Board of Directors
Smart & Final Inc.

We have audited the accompanying consolidated balance sheet of Smart & Final Inc. (a Delaware corporation and a 56.7 percent owned subsidiary of Casino USA, Inc.) and subsidiaries (the “Company”) as of December 29, 2002, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year ended December 29, 2002. Our audit also included the financial schedule for the fiscal year ended December 29, 2002 listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. The accompanying consolidated financial statements of the Company as of December 30, 2001 and for each of the two fiscal years ended December 30, 2001 and December 31, 2000 were audited by other auditors who have ceased operations and whose report dated June 4, 2002 expressed an unqualified opinion on those statements before the revisions described in Note 1.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Smart & Final Inc. and subsidiaries as of December 29, 2002, and the consolidated results of their operations and their cash flows for the fiscal year ended December 29, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule for the fiscal year ended December 29, 2002, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, effective December 31, 2001, the Company changed its method of accounting for goodwill.

As discussed above, the consolidated financial statements of the Company as of December 30, 2001 and for each of the two fiscal years in the period ended December 30, 2001 were audited by other auditors who have ceased operations. As described in Note 1, these financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards (“Statement”) No. 142, Goodwill and Other Intangible Assets, which was adopted by the Company as of December 31, 2001. Our audit procedures with respect to the disclosures in Note 1 with respect to 2001 and 2000 included (a) agreeing the previously reported net income to the previously issued financial statements and the adjustments to reported net income representing amortization expense (including any related tax effects), recognized in those periods related to goodwill, which is no longer being amortized as a result of initially applying Statement No. 142 to the Company’s underlying records obtained from management, and (b) testing the mathematical accuracy of the reconciliation of adjusted net income to reported net income, and the related earnings-per-share amounts. In our opinion, the disclosures for 2001 and 2000 in Note 1 are appropriate. However, we were not engaged to audit, review or apply any procedures to the 2001 and 2000 financial statements of the Company other than with respect to such disclosures and accordingly, we do not express an opinion or any other form of assurance on the 2001 and 2000 financial statements taken as a whole.

	/s/ ERNST & YOUNG LLP

	ERNST & YOUNG LLP

Los Angeles, California
February 7, 2003

THIS REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP. THE REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP NOR HAS ARTHUR ANDERSEN LLP PROVIDED A CONSENT TO THE INCLUSION OF ITS REPORT IN THIS FORM 10-K.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Smart & Final Inc.:

We have audited the accompanying consolidated balance sheets of Smart & Final Inc. (a Delaware corporation and a 56.8 percent owned subsidiary of Casino USA, Inc.) and subsidiaries as of December 30, 2001 and December 31, 2000, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three fiscal years in the period ended December 30, 2001 as restated (see Note 2 to the Consolidated Financial Statements). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Smart & Final Inc. and subsidiaries as of December 30, 2001 and December 31, 2000, and the results of their operations and their cash flows for each of the three fiscal years in the period ended December 30, 2001, in conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP
Los Angeles, California
June 4, 2002

SMART & FINAL INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share amounts)

					December 29, 2002			December 30, 2001

ASSETS
Current assets:
		Cash and cash equivalents			$	26,526		$	23,016
		Trade notes and accounts receivable, less allowance for doubtful accounts of $3,231 in 2002 and $3,817 in 2001				67,782			78,744
		Inventories				165,243			175,302
		Prepaid expenses and other current assets				10,938			7,303
		Deferred tax asset				13,162			16,145

			Total current assets			283,651			300,510
Property, plant and equipment:
		Land				33,447			36,329
		Buildings and improvements				33,444			33,277
		Leasehold improvements				136,007			120,674
		Fixtures and equipment				206,800			192,599

						409,698			382,879
Less – Accumulated depreciation and amortization						183,919			166,448

			Net property, plant and equipment			225,779			216,431
Assets under capital leases, net of accumulated amortization of $10,016 in 2002 and $9,196 in 2001						4,441			12,038
Goodwill, net of accumulated amortization of $6,767 in 2002 and 2001						52,432			52,432
Deferred tax asset						10,310			7,110
Other assets						44,623			42,603

				Total assets	$	621,236		$	631,124

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current maturities of long-term debt and capital leases				$	136,884		$	8,096
	Accounts payable					97,063			104,615
	Accrued salaries and wages					11,420			14,383
	Other accrued liabilities					58,919			50,721

			Total current liabilities			304,286			177,815
Long-term liabilities:
	Notes payable, net of current maturities					—			5,004
	Bank debt					—			127,000
	Obligations under capital leases					5,444			12,871
	Other long-term liabilities					17,557			15,349
	Workers’ compensation reserve, postretirement and postemployment benefits					22,414			21,504

			Total long-term liabilities			45,415			181,728
Commitments and contingencies
Stockholders’ equity:
	Preferred stock, $1 par value (authorized 10,000,000 shares; no shares issued)					—			—
	Common stock, $0.01 par value (authorized 100,000,000 shares; 29,443,198 shares issued and outstanding in 2002 and 29,393,449 in 2001)					294			294
	Additional paid-in capital					206,926			206,874
	Notes receivable for common stock					(100	)		(100	)
	Accumulated other comprehensive loss					(11,787	)		(4,840	)
	Retained earnings					76,202			69,353

			Total stockholders’ equity			271,535			271,581

				Total liabilities and stockholders’ equity	$	621,236		$	631,124

The accompanying notes are an integral part of these consolidated financial statements.

SMART & FINAL INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)

		Fiscal Year

		2002		2001		2000

Sales		$	2,015,983	$	1,946,723	$	1,863,895
Cost of sales, buying and occupancy			1,735,448		1,672,125		1,606,384

Gross margin			280,535		274,598		257,511
Operating and administrative expenses			258,150		244,860		230,058

	Income from operations		22,385		29,738		27,453
Interest expense, net			12,681		12,500		13,368

Income before provision for income taxes			9,704		17,238		14,085
Provision for income taxes			3,739		6,335		5,361

	Income from consolidated subsidiaries		5,965		10,903		8,724
Equity earnings in unconsolidated subsidiary			884		1,126		833

	Net income	$	6,849	$	12,029	$	9,557

Earnings per common share		$	0.23	$	0.41	$	0.33

Weighted average common shares			29,417,429		29,331,991		29,191,420

Earnings per common share, assuming dilution		$	0.23	$	0.41	$	0.33

Weighted average common shares and common share equivalents			29,527,314		29,660,311		29,244,451

The accompanying notes are an integral part of these consolidated financial statements.

SMART & FINAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)

					Common Stock				Additional Paid-in Capital			Notes Receivable for Stock			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders’ Equity

					Number of Shares		Amount

Balance, fiscal year end 1999						29,136,995	$	291	$	204,450		$	(100	)	$	(835	)	$	47,762	$	251,568
Issuance of common stock						66,119		1		75			—			—			—		76
Restricted stock accrual						—		—		373			—			—			—		373
Dividend (for restricted stock canceled)						—		—		—			—			—			5		5
Comprehensive income (loss):
	Net income					—		—		—			—			—			9,557		9,557
	Other comprehensive loss:
		Foreign currency translation loss				—		—		—			—			(80	)		—		(80	)

	Other comprehensive loss					—		—		—			—			(80	)		—		(80	)

Comprehensive income (loss)						—		—		—			—			(80	)		9,557		9,477

Balance, fiscal year end 2000						29,203,114	$	292	$	204,898		$	(100	)	$	(915	)	$	57,324	$	261,499
Issuance of common stock						190,335		2		925			—			—			—		927
Restricted stock accrual						—		—		1,009			—			—			—		1,009
Tax benefit associated with options exercised						—		—		42			—			—			—		42
Comprehensive income (loss):
	Net income					—		—		—			—			—			12,029		12,029
	Other comprehensive loss:
		Cumulative effect of accounting change, net of tax of $175				—		—		—			—			(305	)		—		(305	)
		Net loss on derivative instruments, net of tax of $1,454				—		—		—			—			(2,139	)		—		(2,139	)
		Foreign currency translation loss				—		—		—			—			(166	)		—		(166	)
		Minimum pension liability, net of tax of $877				—		—		—			—			(1,315	)		—		(1,315	)

		Other comprehensive loss				—		—		—			—			(3,925	)		—		(3,925	)

Comprehensive income (loss)						—		—		—			—			(3,925	)		12,029		8,104

Balance, fiscal year end 2001						29,393,449	$	294	$	206,874		$	(100	)	$	(4,840	)	$	69,353	$	271,581
Issuance of common stock						49,749		—		(536	)		—			—			—		(536	)
Restricted stock accrual						—		—		587			—			—			—		587
Tax benefit associated with options exercised						—		—		1			—			—			—		1
Comprehensive income (loss):
	Net income					—		—		—			—			—			6,849		6,849
	Other comprehensive loss:
			Net loss on derivative instruments, net of tax of $345			—		—		—			—			(518	)		—		(518	)
				Foreign currency translation loss		—		—		—			—			(234	)		—		(234	)
				Minimum pension liability, net of tax of $4,130		—		—		—			—			(6,195	)		—		(6,195	)

				Other comprehensive loss		—		—		—			—			(6,947	)		—		(6,947	)

Comprehensive income (loss)						—		—		—			—			(6,947	)		6,849		(98	)

Balance, fiscal year end 2002						29,443,198	$	294	$	206,926		$	(100	)	$	(11,787	)	$	76,202	$	271,535

The accompanying notes are an integral part of these consolidated financial statements.

SMART & FINAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

					Fiscal Year

					2002			2001			2000

Cash Flows from Operating Activities:
	Net income				$	6,849		$	12,029		$	9,557
	Adjustments to reconcile net income to net cash provided by operating activities
		(Gain) loss on disposal of property, plant and equipment				(1,789	)		(1,420	)		64
		Depreciation and amortization				35,828			34,125			32,883
		Deferred tax benefit				(217	)		(4,351	)		(2,189	)
		Amortization of deferred financing costs				1,873			1,640			1,784
		Equity earnings in unconsolidated subsidiary				(884	)		(1,126	)		(833	)
		Decrease (increase) in:
			Trade notes and accounts receivable			10,962			(12,532	)		(5,894	)
			Inventories			10,059			(5,090	)		(15,694	)
			Prepaid expenses and other assets			(4,699	)		(4,034	)		1,409
		Increase (decrease) in:
			Accounts payable			(6,540	)		3,774			6,380
			Accrued salaries and wages			(2,963	)		(1,155	)		2,411
			Other accrued liabilities			4,572			11,101			11,986

				Net cash provided by operating activities		53,051			32,961			41,864

Cash Flows from Investing Activities:
	Acquisition of property, plant and equipment					(47,827	)		(45,034	)		(23,942	)
	Proceeds from disposal of property, plant and equipment					7,745			2,857			549
	Other					(4,480	)		(4,602	)		(4,662	)

				Net cash used in investing activities		(44,562	)		(46,779	)		(28,055	)

Cash Flows from Financing Activities:
	Proceeds from issuance of common stock, net of costs					11			1,008			—
	Payments on bank line of credit					(17,000	)		(117,500	)		(30,500	)
	Borrowings on bank line of credit					20,000			157,500			—
	Payment on note payable to Parent					—			(15,965	)		—
	Payments on notes payable					(7,990	)		(4,393	)		(4,217	)
	Fees paid in connection with debt restructure					—			(5,844	)		—

				Net cash (used in) provided by financing activities		(4,979	)		14,806			(34,717	)

Increase (decrease) in cash and cash equivalents						3,510			988			(20,908	)
Cash and cash equivalents at beginning of year						23,016			22,028			42,936

Cash and cash equivalents at end of year					$	26,526		$	23,016		$	22,028

Noncash Investing and Financing Activities:
	Equipment acquired as capital lease				$	600		$	6,648		$	—
	Note received in connection with fixed assets retired					—			562			—
	Construction in progress costs incurred but not paid					2,282			3,294			5,967

				Total noncash transactions	$	2,882		$	10,504		$	5,967

The accompanying notes are an integral part of these consolidated financial statements.

SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of presentation

Smart & Final Inc. is a Delaware corporation and at fiscal year end 2002 was a 56.7 percent owned subsidiary of Casino USA, Inc. (the “Parent” or “Casino USA”), a California corporation. References in this report to “we”, “our” and “us” are to Smart & Final Inc. and its subsidiaries, collectively.

Casino Guichard-Perrachon, S.A. (“Casino France”), a publicly traded French joint stock limited liability company, is the principal shareholder of the Parent. Collectively, Casino France and its subsidiaries currently own approximately 59.7 percent of our common stock.

Our principal subsidiary is Smart & Final Stores Corporation, a California corporation which also operates a Cash & Carry division. We own American Foodservice Distributors (“American Foodservice”), a holding company, which owns 100% of Port Stockton Food Distributors, Inc. (“Smart & Final Foodservice”), a California corporation, and 100% of Henry Lee Company, a Florida company, and two operating divisions in Florida, Orlando Foodservice and Southern Foods. The operations of Southern Foods were merged into the operations of Orlando Foodservice and Henry Lee Company as of the end of 2002. Henry Lee Company, Orlando Foodservice and Southern Foods are collectively referred to as “Florida Foodservice”. We are engaged in the business of distributing food and related non-food items through wholesale outlets under the trade names “Smart & Final” and “United Grocers Cash & Carry” (“Cash & Carry”) and by delivery, under the trade names “Smart & Final Foodservice Distributors”, formerly “Port Stockton”, and “Henry Lee.” We also own 100% of Smart & Final de Mexico S.A. de C.V. (“Smart & Final Mexico”), a Mexican holding company through which we own 50% of a joint venture, Smart & Final del Noroeste S.A. de C.V. (“SFDN”), in Mexico.

Principles of consolidation

The consolidated financial statements include our accounts and the accounts of our majority owned subsidiaries. Our 50%-owned joint venture in Mexico is accounted for by the equity method of accounting.

All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior years’ amounts have been reclassified to conform to the fiscal year 2002 presentation.

Fiscal years

Our fiscal year ends on the Sunday closest to December 31. Fiscal years 2002, 2001 and 2000 ended on December 29, 2002, December 30, 2001 and December 31, 2000, respectively, and included 52 weeks each. Each of our fiscal years consists of twelve-week periods in the first, second, and fourth quarters of the fiscal year and a sixteen-week period in the third quarter. The fourth quarter of a 53-week year consists of thirteen weeks.

Cash and cash equivalents

We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying amount of cash equivalents is approximately the same as their fair value because of the short maturity of these instruments.

Credit risk

We are exposed to credit risk on trade notes and accounts receivable. We provide credit to customers in the ordinary course of business and perform ongoing credit evaluations. Concentrations of credit risk with respect to trade notes and accounts receivable are limited due to the number of customers comprising our customer base. We currently believe our allowance for doubtful accounts is sufficient to cover customer credit risks.

Inventories

The majority of our inventories consist of merchandise purchased for resale which are stated at the lower of FIFO (first-in, first-out) cost or market.

Prepaid expenses and other current assets

Prepaid expenses and other current assets primarily include prepaid rent, insurance, property taxes and other expenses prepaid and the fair market value of stock we received from the demutualization transactions of a mutual insurance company in December 2001. These shares of stock were classified as trading securities and recorded at fair market value of $1,190,000 at fiscal year end 2002 and $1,264,000 at fiscal year end 2001.

Property, plant and equipment

Property, plant and equipment owned by us are stated at cost and are depreciated or amortized using the straight-line method. Leased property meeting certain criteria is capitalized and the amortization is based on the straight-line method over the term of the lease. The estimated useful lives are as follows:

	Buildings and improvements	5-25 years
	Fixtures and equipment	3-10 years
	Leasehold improvements	Lesser of lease term or useful life of improvement

Costs of normal maintenance and repairs and minor replacements are charged to expense when incurred. Major replacements or betterments of properties are capitalized. When assets are sold or otherwise disposed of, the costs and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in the consolidated statement of income.

Long-lived assets and certain identifiable intangibles to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Also included in property, plant and equipment are costs associated with selection and procurement of real estate sites of $1,221,000 and $1,421,000 as of fiscal year end 2002 and 2001, respectively. These costs are amortized over the remaining lease term of the site with which they are associated.

Goodwill

Through fiscal year end 2001, goodwill had been amortized on a straight-line basis over a period not exceeding 40 years. We assessed the recoverability of goodwill based on expected future cash flows. Effective December 31, 2001, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 142 requires that an intangible asset that is acquired shall be initially recognized and measured based on its fair value. The statement also provides that goodwill should not be amortized, but shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to its carrying amount. We performed a transitional impairment test within the first six months after adoption of SFAS No. 142 and subsequently, an annual impairment test by the end of fiscal 2002 and found no impairment as a result of either test.

The following pro forma information presents the impact on net income and earnings per share had SFAS No. 142 been effective for the fiscal years 2001 and 2000, dollars in thousands except per share amounts. Adjusted earnings per common share or adjusted earnings per common share, assuming dilution, may not aggregate due to rounding:

	Fiscal Year

	2002		2001		2000

Net income, as reported	$	6,849	$	12,029	$	9,557
Amortization of goodwill, net of tax		—		958		975

Net income, adjusted	$	6,849	$	12,987	$	10,532

Earnings per common share, as reported	$	0.23	$	0.41	$	0.33
Amortization of goodwill, net of tax		—		0.03		0.03

Earnings per common share, adjusted	$	0.23	$	0.44	$	0.36

Earnings per common share, assuming dilution, as reported	$	0.23	$	0.41	$	0.33
Amortization of goodwill, net of tax		—		0.03		0.03

Earnings per common share, assuming dilution, adjusted	$	0.23	$	0.44	$	0.36

Other assets

Other assets include a certificate of deposit of $1,588,000 and municipal bonds with face values aggregating $8,300,000 at fiscal year end 2002 and a certificate of deposit of $1,500,000 and municipal bonds with face values aggregating $3,930,000 at fiscal year end 2001, which secure our workers’ compensation reserves. These municipal bonds are classified as held-to-maturity

and have varying maturity dates ranging from 2006 through 2019. The following table sets forth the aggregate amortized cost basis, gross unrealized holding gain and fair market value of these municipal bonds.

	2002		2001

Amortized cost basis	$	8,284,000	$	3,950,000
Gross unrealized holding gain		549,000		240,000

Fair market value	$	8,833,000	$	4,190,000

Other assets include financing issuance costs relating to fees paid in connection with the debt restructuring of the revolving credit facility and the lease facility (see Note 4 “Debt” and Note 5 “Lease Obligations”) and are being amortized over the terms of the related obligations. These costs, net of amortization, were $4,148,000 at fiscal year end 2002 and $5,665,000 at fiscal year end 2001.

Other assets also include capitalized software costs. These costs include third party purchased software costs, direct labor associated with internally developed software, and installation costs. Such costs are being amortized over the period that the benefits of the software are fully realizable and enhance the operations of the business, ranging from three to five years, using the straight-line method. These costs, net of amortization, were $7,554,000 at fiscal year end 2002 and $5,913,000 at fiscal year end 2001.

Accounts payable

Our banking arrangements provide for the daily replenishment of vendor payable accounts as checks are presented. The checks outstanding in these bank accounts totaled $28,847,000 at fiscal year end 2002 and $27,753,000 at fiscal year end 2001 and are included in accounts payable on the accompanying consolidated balance sheets.

Rent expense

Certain of our operating leases provide for minimum annual payments that increase over the life of the lease. The aggregate minimum annual payments are expensed on a straight-line basis over the term of the related lease without consideration of renewal option periods. The amount by which straight-line rent expense exceeds actual lease payment requirements in the early years of the leases is accrued as deferred minimum rent and reduced in later years when the actual cash payment requirements exceed the straight-line expense.

Stock options

In 1996, we adopted SFAS No. 123 “Accounting for Stock-Based Compensation”, which encourages, but does not require, the recognition of compensation expense for employee stock-based compensation arrangements using the fair value method of accounting. In December 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment to FASB Statement No. 123.” SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for companies that change from the intrinsic value method to the fair value method of accounting for

stock-based compensation. SFAS No. 148 also requires additional disclosure of pro forma information when a company uses the intrinsic value method effective for annual financial statements for fiscal years ending after December 15, 2002. SFAS No. 148 also requires similar disclosure for condensed interim financial statements effective for periods beginning after December 15, 2002.

We used the intrinsic value method to account for stock-based employee compensation for each of the fiscal years presented in our statement of income. The pro forma information required by SFAS No. 148 is included in Note 11, “Stock-Based Compensation.”

Significant accounting estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period.

Revenue recognition

Revenue is recognized at the point of sale for store sales and at the time of shipment for foodservice sales. Substantially all shipments to foodservice customers are received by the customers the same day as shipped.

Vendor allowances

As a component of our consolidated procurement program, we enter into contracts with our vendors. These contracts provide for rebates or other allowances that are contingent upon our meeting specified performance measures. Such rebates and allowances are recognized as a reduction in cost of goods sold in the financial statements at the point in which the specified performance measures have been achieved.

Shipping and handling costs

We classify shipping and handling costs in Cost of Sales, Buying and Occupancy.

Income taxes

We recognize deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences.

Foreign currency translations

Assets and liabilities recorded in foreign currencies related to our investment in the Mexico joint venture are translated at the exchange rate on the balance sheet date. Revenues and expenses of Smart & Final Mexico are translated at average rates of exchange prevailing during

the year. In accordance with accounting principles generally accepted in the United States, the functional currency for our Mexico operations is the Mexican Peso. As such, foreign currency translation gains and losses are included in other comprehensive income (loss) (“OCI”) and reflected in Accumulated Other Comprehensive Loss within Stockholders’ Equity.

New accounting pronouncements

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” which addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement cost. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. We do not expect a material impact on our results of operations or financial condition as a result of the adoption of SFAS No. 143.

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical corrections.” SFAS No. 145 requires most gains and losses on extinguishment of debt to be classified as income or loss from continuing operations rather than as extraordinary items as previously required. SFAS No. 145 also amends SFAS No. 13 “Accounting for Leases”, to require certain lease modifications to be treated as sale-leaseback transactions. Certain provisions of SFAS No. 145 are effective for transactions occurring after May 15, 2002, while other provisions are effective for fiscal years beginning after May 15, 2002. We do not expect a material impact on our results of operations or financial condition as a result of the adoption of SFAS No. 145.

On January 17, 2003 the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” The objective of Interpretation No. 46 is to improve financial reporting by companies involved with variable interest entities. Interpretation No. 46 changes certain consolidation requirements by requiring a variable interest entity to be consolidated by a company that is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements apply to entities created before February 1, 2003, no later than the beginning of the first fiscal year or interim period beginning after June 15, 2003. Under Interpretation No. 46, as it is currently structured, the assets and debt underlying the lease facility discussed in Note 5 would need to be consolidated. We may negotiate and restructure the lease

facility in response to the new accounting requirements under Interpretation No. 46.

2. Investments in Subsidiaries

Our Retained Earnings included undistributed earnings of SFDN of $4,448,000 and $3,564,000 at fiscal year end 2002 and 2001, respectively. These earnings are considered retained indefinitely for reinvestment and, accordingly, no provision is provided for United States federal and state income taxes and foreign income taxes.

3. Derivatives

We use interest rate collar agreements with major banks to limit the impact of interest rate fluctuations on floating rate debt. At the beginning of fiscal year 2002, we had three agreements that hedged principal amounts of an aggregate of $100 million. In October 2002, two of the agreements expired and at December 29, 2002, one remaining agreement hedges principal amounts of an aggregate of $70 million. This agreement limits the effect of LIBOR fluctuations to interest rate ranges from 5.48% to 8.00% and expires in November 2004. The interest collar agreements were designed as cash flow hedges and were considered fully effective. Such instruments are marked to market every quarter, with the changes in fair value recorded as OCI and the ineffective portion recorded to current earnings and included under interest expense, net on the consolidated statements of income. The cumulative loss recorded to OCI as a result of net changes in the fair market value of these agreements were $4,073,000 at the beginning of fiscal year 2002 and $4,936,000 at December 29, 2002. The decrease in the fair value during the current reporting period is attributable to the declining market interest rates, partially offset by reclassification of ineffective portion from OCI to current earnings. Such reclassification aggregated $3,230,000 in fiscal year 2002 and $1,073,000 in fiscal year 2001. We estimate that $2,600,000 of net derivative losses included in OCI will be recognized in results of operations within the next twelve months.

4. Debt

Credit Agreement

In November 2001, we entered into a $175.0 million three-year senior secured revolving credit facility (“Credit Agreement”) with a syndicate of banks. At our option, the Credit Agreement can be used to support up to $15.0 million of commercial letters of credit. Availability under the Credit Agreement is subject to a formula based on the value of eligible accounts receivable and inventory. As of December 29, 2002, $130.0 million of revolving loan and $4.2 million of letters of credit were outstanding and the remaining availability based on the formula was $19.2 million. Borrowings under Credit Agreement are collateralized by a security interest in our receivables, inventory and fixed assets. Interest for the Credit Agreement is at Eurodollar LIBOR or the Administrative Agent’s reference rate, plus designated amounts. Commitment fees are charged on the undrawn amounts at rates ranging between 0.30% to 0.50%. The Credit Agreement expires on November 30, 2004. Principal repayments may be required prior to the final maturity. Additionally, under certain conditions, pay-downs toward the facility are treated as permanent reductions to the amount committed. As of December 29, 2002, the six-month Eurodollar LIBOR rate was 1.39%.

The Credit Agreement contains various customary and restrictive covenants, including restrictions on cash dividends declared or paid, additional debt and capital expenditures, and requires us to maintain certain fixed charge coverage ratios and other financial ratios. The covenants do not require us to maintain a public debt rating or a certain liquidity level. As of December 29, 2002, we were not in compliance with certain of the financial covenants included in the Credit Agreement. In February 2003, we obtained a waiver of non-compliance as of December 29, 2002 and an amendment of certain covenants for the first quarter of 2003. We intend to negotiate and enter into an amended Credit Agreement during 2003. Pending the execution of an amended Credit Agreement, our obligation under the revolving credit facility has been classified as a current liability in our consolidated balance sheet as of December 29, 2002.

Other debt

In connection with the acquisition of the Cash & Carry operating business of United Grocers, Inc., we issued a $17.5 million five-year unsecured note. At December 29, 2002, the outstanding balance was $5.0 million. This note is payable in one remaining installment of $5.0 million in May 2003. This note bears interest at 6.50%. Accrued interest is payable quarterly. Another unsecured note payable of $6,000 at fiscal year end 2002 and $39,000 at fiscal year end 2001, bears interest at 8.00%.

Interest

Interest paid on our long-term debt aggregated $12,622,000 for fiscal year 2002, $11,202,000 for fiscal year 2001 and $13,829,000 for fiscal year 2000. The effective interest rates on our variable-rate debt at December 29, 2002 ranged between 3.93% to 5.75% and at December 30, 2001 ranged between 4.43% and 6.25%.

The fair value of our debt, estimated based upon current interest rates offered for debt instruments of the same remaining maturity, approximates the carrying amount.

5. Lease Obligations

As of fiscal year end 2002, the principal real and personal properties that we leased included store, office and warehouse buildings and delivery and computer equipment. Of our operating stores, 153 store properties were leased directly from third party lessors and eight stores were on real property that is ground leased from third party lessors. These leases had an average remaining lease term of nine years as of fiscal year end 2002.

$69.2 million, we are obligated to pay the difference of the aggregate sales price and $69.2 million. The aggregate minimum future lease payments, including the final obligation of $69.2 million under the Lease Agreement, along with our other lease obligations, are included in the aggregate minimum future lease payments table below.

The Lease Agreement contains various customary and restrictive covenants, including restrictions on cash dividends declared or paid and additional debt and capital expenditures, and requires us to maintain certain fixed charge coverage ratios and other financial ratios. The covenants do not require us to maintain a public debt rating or a certain liquidity level. As of December 29, 2002, we were not in compliance with certain of the financial covenants included in the Lease Agreement. In February 2003, we obtained a waiver of non-compliance as of December 29, 2002 and an amendment of certain covenants for the first quarter of 2003. We intend to negotiate and enter into an amended Lease Agreement during 2003. Additionally, we may negotiate and restructure the Lease Agreement in response to the new accounting requirements contained in Interpretation No. 46. See related discussion in New Accounting Pronouncements in Note 1.

We guarantee $555,000 of obligations of the former owners of Henry Lee Company. These obligations are related to Florida Foodservice’s Miami dry goods warehouse leased from the former owners of Henry Lee Company.

Lease expense for operating leases included in the accompanying financial statements was $43,400,000 for 2002, $41,485,000 for 2001 and $39,208,000 for 2000. All lease expenses were paid to the third party lessors.

Aggregate minimum future lease payments for real property, as well as equipment and other property at fiscal year end 2002 are as follows:

Fiscal Year:		Operating Leases		Capital Leases

	2003	$	47,407,000	$	2,506,000
	2004		46,123,000		2,215,000
	2005		43,250,000		2,045,000
	2006		107,725,000		764,000
	2007		28,692,000		494,000
	Subsequent to 2007		179,473,000		1,024,000

Future minimum lease payments		$	452,670,000		9,048,000
Less amount representing interest					1,726,000

Present value of future lease payments				$	7,322,000

Capital lease obligations vary in amount with interest rates ranging from 6.92% to 19.91%. Interest paid in relation to capital leases aggregated $1,195,000 for fiscal year 2002, $1,071,000 for fiscal year 2001 and $1,166,000 for fiscal year 2000. Assets under capital leases consist of store locations and equipment. Amortization of assets under capital leases is included with depreciation and amortization on owned assets.

6. Retirement Plans

Defined benefit plans

We have a noncontributory pension plan covering substantially all full time employees, except for those employees of American Foodservice. We fund this plan with annual contributions as required by the Employee Retirement Income Security Act of 1974 (ERISA). Plan assets are held by the trustee, and consist of a diversified portfolio of fixed-income investments and equity securities, including U.S. Government instruments, corporate bonds, money market funds and common stock.

We also have in place a noncontributory supplemental executive retirement plan (“SERP”) which provides supplemental income payments for certain officers in retirement. We have invested in corporate-owned life insurance policies, which provide partial funding for these benefits. The cash surrender value of these policies amounted to $5,764,000 at fiscal year end 2002 and $5,274,000 at fiscal year end 2001 and is included in Other Assets in the accompanying consolidated balance sheets.

The following tables set forth the changes in benefit obligation and plan assets of these plans for 2002 and 2001:

			2002			2001

Change in Benefit Obligation
	Benefit obligation at beginning of year		$	54,907,000		$	46,105,000
	Service cost			2,804,000			2,492,000
	Interest cost			4,223,000			3,755,000
	Plan amendment			97,000			—
	Actuarial loss			6,731,000			4,161,000
	Benefits paid			(1,612,000	)		(1,606,000	)

	Benefit obligation at end of year			67,150,000			54,907,000

Change in Plan Assets
	Fair value of plan assets at beginning of year			32,455,000			37,076,000
	Actual return on plan assets			(4,077,000	)		(3,689,000	)
	Employer contribution			4,000,000			674,000
	Benefits paid			(1,612,000	)		(1,606,000	)

		Fair value of plan assets at end of year		30,766,000			32,455,000

	Funded Status			(36,384,000	)		(22,452,000	)
	Unrecognized prior service cost			2,415,000			2,687,000
	Unrecognized net transition obligation			97,000			195,000
	Unrecognized actuarial loss			24,726,000			12,180,000

		Accrued benefit cost	$	(9,146,000	)	$	(7,390,000	)

Amounts recognized in the consolidated balance sheets at fiscal year end 2002 and 2001 consist of

		2002			2001

Accrued benefit cost		$	(9,146,000	)	$	(7,390,000	)
Additional minimum liability			(14,943,000	)		(4,588,000	)
Intangible asset			2,426,000			2,396,000
Accumulated other comprehensive income			12,517,000			2,192,000

	Net amount recognized	$	(9,146,000	)	$	(7,390,000	)

The weighted average assumptions used in accounting for these plans at fiscal year end 2002 and 2001 were as follows:

	2002			2001

Discount rate		6.75	%		7.25	%
Rate of increase in compensation levels		4.50	%		4.50	%
Expected long-term rate of return on plan assets		9.00	%		9.00	%

The net periodic benefit cost for fiscal years 2002, 2001, and 2000 includes the following components:

		2002			2001			2000

Service cost component		$	2,804,000		$	2,492,000		$	1,833,000
Interest cost component			4,223,000			3,755,000			3,153,000
Expected return on plan assets			(2,842,000	)		(3,330,000	)		(3,546,000	)
Amortization of prior service cost			368,000			357,000			347,000
Amortization of transition obligation			98,000			98,000			99,000
Amortization of actuarial (gain) loss			879,000			—			(439,000	)

	Net expense	$	5,530,000		$	3,372,000		$	1,447,000

We contribute to a multi-employer pension plan administered by a trustee on behalf of our 100 union employees. Contributions to this plan are based upon negotiated labor contracts. Information relating to benefit obligations and fund assets, as they may be allocable to us, at December 29, 2002 is not available. Pension expense for this plan was $622,000 for fiscal year 2002, $484,000 for fiscal year 2001 and $507,000 for fiscal year 2000.

Defined contribution plans

We offer all qualified full time employees participation in defined contribution plans (the “401(k) Savings Plans”) which are qualified under the requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended. The Smart & Final 401(k) Savings Plan covers all employees of Smart & Final Stores Corporation and related entities which includes the Cash & Carry division employees. This 401(k) Savings Plan allows participants to contribute for fiscal year 2002 up to 15% of their eligible compensation or $11,000, whichever is lower. We automatically matched 33% in 2002 and 2001 and 25% in 2000 of each dollar contributed up to 6% of the participant’s eligible compensation. Contributions made to this 401(k) Savings Plan

were $1,295,000 for fiscal year 2002, $1,166,000 for fiscal year 2001 and $1,051,000 for fiscal year 2000. Additionally, we may at our discretion match up to an additional 75% of each dollar contributed up to 6% of the participants’ eligible compensation if we exceed certain financial and profitability goals. We provided $250,000 of additional match in 2000 and no additional match in 2002 or 2001.

We also maintain 401(k) Savings Plans for the Smart & Final Foodservice and Florida Foodservice subsidiaries. For 2002, these plans allowed participants to contribute up to 15% of their compensation or $11,000, whichever was lower. Under these plans, we automatically match from 50% to 75% of each dollar contributed up to 6% of the participant’s eligible compensation, depending on the plan. The amounts contributed to these plans were $763,000 for fiscal year 2002, $971,000 for fiscal year 2001 and $788,000 for fiscal year 2000.

Deferred compensation plan

We have in place a nonqualified deferred compensation program, which permits key employees and members of the Board of Directors to annually elect individually to defer up to 100% of their current year compensation until retirement. The retirement benefit to be provided is a function of the amount of compensation deferred. We have invested in corporate-owned life insurance policies with death benefits aggregating to $37,409,000 as of fiscal year end 2002 and $39,611,000 as of fiscal year end 2001. The cash surrender value of these policies amounted to $6,625,000 at fiscal year end 2002 and $5,955,000 at fiscal year end 2001 and is included in Other Assets in the accompanying consolidated balance sheets. We do not anticipate this plan will have material financial impact to the consolidated financial statements.

7. Postretirement and Postemployment Benefit Obligations

We provide certain health care benefits for retired employees. Substantially all of our full time employees may become eligible for those benefits if they reach retirement age while still working for us. Benefits are limited to the lesser of actual cost for the medical coverage selected or a defined dollar benefit based on years of service. In addition, on a postemployment basis, we provide certain disability-related benefits to our employees.

All plans are defined benefit plans and the reconciliation of benefit obligation and plan assets for 2002 and 2001 are aggregated as follows:

		2002			2001

Change in Benefit Obligation
Benefit obligation at beginning of year		$	11,241,000		$	10,447,000
Service cost			335,000			280,000
Interest cost			787,000			790,000
Actuarial loss			262,000			152,000
Benefits paid			(752,000	)		(428,000	)

	Benefit obligation at end of year		11,873,000			11,241,000

Funded Status			(11,873,000	)		(11,241,000	)
Unrecognized actuarial gain			(4,115,000	)		(4,637,000	)

	Accrued benefit cost	$	(15,988,000	)	$	(15,878,000	)

The weighted average discount rate used in accounting for these plans was 6.75% at fiscal year end 2002 and 7.25% at fiscal year end 2001. The accumulated postretirement benefit obligation is reflected on the consolidated balance sheet as of fiscal year end 2002 as a current liability of $750,000 and a long-term liability of $15,238,000. For measurement purposes, the annual rate of increase in the per capita cost of covered claims assumed was 8.5% for fiscal year 2002 and 9.0% for fiscal year 2001. The rate is assumed to decrease by 0.5% per year until an ultimate rate of 6% is reached in 2007 and remains at that level thereafter.

The expense for postretirement benefits for fiscal years 2002, 2001 and 2000 includes the following components:

		2002			2001			2000

Service cost component		$	335,000		$	280,000		$	252,000
Interest cost component			787,000			790,000			750,000
Amortization of gain			(260,000	)		(240,000	)		(308,000	)

	Net postretirement benefit expense	$	862,000		$	830,000		$	694,000

We offer a defined dollar benefit plan providing a maximum fixed dollar amount of coverage that does not increase with medical inflation. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	1-Percentage- Point Increase		1-Percentage- Point Decrease

Effect on total of service and interest cost components of net periodic expense	$	13,000	$	(16,000	)
Effect on accumulated postretirement benefit obligation		166,000		(206,000	)

8. Income Taxes

The effective tax rate was 38.5% for fiscal year 2002, 36.8% for fiscal year 2001 and 38.1% for fiscal year 2000. Reconciliation between the federal statutory income tax rate of 35.0% and the effective tax rate for each year is as follows:

	2002			2001			2000

Income tax at federal statutory rate	$	3,735,000		$	6,633,000		$	4,930,000
State income taxes, net of federal tax benefit		590,000			813,000			382,000
Tax credits		(586,000	)		(1,111,000	)		—
Other		—			—			49,000

Income taxes	$	3,739,000		$	6,335,000		$	5,361,000

The total tax credits available were $776,000 at fiscal year end 2002 and $1,111,000 at fiscal year end 2001. These tax credits included California state tax incentives for businesses operating in the enterprise zones and Los Angeles revitalization zones, federal tax incentive programs designed to encourage employers hiring from targeted groups and various other smaller tax credits.

Provision for income taxes consists of the following:
		2002		2001			2000

Current
	Federal	$	1,856,000	$	9,170,000		$	6,338,000
	State		227,000		1,516,000			1,212,000

			2,083,000		10,686,000			7,550,000
Deferred
	Federal		1,656,000		(4,351,000	)		(2,189,000	)

Income taxes		$	3,739,000	$	6,335,000		$	5,361,000

A deferred tax liability or asset is recognized for the tax consequences of temporary differences in the timing of the recognition of revenues and expenses for financial and tax reporting purposes. The components of the net deferred income tax asset consist of the following:

		2002			2001

Property, plant and equipment depreciation differences		$	(6,513,000	)	$	(4,977,000	)
Employee benefits including postretirement and postemployment reserves			21,040,000			14,526,000
Operating reserves and accruals			9,362,000			11,301,000
Other			(417,000	)		2,405,000

	Net deferred tax asset	$	23,472,000		$	23,255,000

The deferred tax asset is reflected in our consolidated balance sheet as of fiscal year end 2002 as a current asset of $13,162,000 and a long-term asset of $10,310,000.

Smart & Final Inc. and Casino USA are parties to a tax sharing arrangement covering income tax obligations in the state of California. Under this arrangement, we have made tax sharing payments to, or received benefits from, Casino USA, based upon pre-tax income for financial reporting purposes adjusted for certain agreed upon items. Taxes paid are as follows:

		2002		2001		2000

Tax sharing payments made to Casino USA		$	348,000	$	736,000	$	739,000
Taxes paid for states other than California			112,000		226,000		80,000
Taxes paid to federal government			1,570,000		7,750,000		6,085,000

	Total taxes paid	$	2,030,000	$	8,712,000	$	6,904,000

9. Related Party Transactions

Services and transactions with Casino USA

We perform various services for Casino USA, primarily in administrative functions including accounting, human resources and systems development work. The costs of these services were charged to Casino USA. Such charges amounted to $302,000 for fiscal year 2002, $287,000 for fiscal year 2001 and $274,000 for fiscal year 2000. We expect to continue to provide these administrative services to Casino USA at the estimated costs. These administrative and service charges result from an undertaking to provide the respective service in the most cost-effective manner, taking advantage of each entity’s internal administrative structure. We believe that the allocation method is reasonable.

Interest charges related to intercompany advances from Casino USA were $27,000 during fiscal year 2002, $91,000 during fiscal year 2001 and $7,000 during fiscal year 2000. We had previously borrowed $16.0 million from Casino USA that was paid off by the borrowings under the Credit Agreement in November 2001. Interest expense incurred on the loan from Casino USA was $1,060,000 in fiscal year 2001 and $1,530,000 in fiscal year 2000.

We have a five-year operating lease agreement with a national banking association as discussed in Note 5. There are several banks and financing institutions as well as Casino USA that are participants in this transaction. Casino USA’s share of participation is $16.1 million.

SFDN rental charges

We received $126,000 during fiscal year 2002 and $111,000 during fiscal year 2001 in rental payments from SFDN for a store location under a ground lease from an unrelated third party.

10. Employment/Consulting Agreement

We have a consulting arrangement with a former Chairman that provides for his services for a period expiring in 2003. Other employment and consulting agreements were also in effect during 2002 including an employment agreement with our current Chief Executive Officer.

These agreements contain provisions for base salary and bonuses, and expire during fiscal years 2003 through 2004. Annual payments under these agreements were approximately $2,515,000 in 2002 and $2,503,000 in 2001, and will total approximately $1,455,000 in fiscal 2003. Most of these employment agreements contain provisions in the event of a change in control whereby the employees are entitled to lump sum cash payments and bonuses and certain other benefits.

We have severance agreements with certain former employees. These severance agreements provide for cash payments and continuation of certain benefits, which may include health insurance and stock options. Annual cash payments under these agreements were approximately $190,000 in fiscal 2002 and $1,251,000 in fiscal 2001, and will total approximately $105,000 in fiscal 2003.

11. Stock-Based Compensation

In 1997 we adopted and thereafter amended, a Long-Term Equity Compensation Plan expiring December 31, 2010, under which 5,100,000 shares of common stock are available for award as stock options, stock appreciation rights, restricted stock awards, and performance units or performance shares.

Stock options

We also had a Stock Incentive Plan that allowed options to be granted. This plan expired in June 2001 and no future grants can be made under this plan. The compensation committee of the Board of Directors establishes option prices under both the Long-Term Equity Compensation Plan and the Stock Incentive Plan at no less than 85% of the fair market value of the common stock at the time the option is granted. Options for officers and directors granted at the time of our initial public offering were granted at 85% of fair market value. Options for directors elected subsequent to the initial public offering and options for officers and management have been granted at fair market value at the time of grant. Options under these plans generally vest over a four-year period. Certain options granted in 1999 vest over a five-year period for management and a three-year period for directors. All options may be exercised for up to ten years from the date of grant.

A summary of changes in the shares under option follows:

		Shares			Weighted Average Price
		Shares			Weighted Average Price

Shares under option at fiscal year end 1999			3,301,690		$	13.42

Fiscal year 2000:
	Options granted		1,263,175			10.83
	Options exercised		—			—
	Options canceled		(1,208,295	)		13.51

	Shares under option at fiscal year end 2000		3,356,570			12.42

	Shares exercisable at fiscal year end 2000		1,785,323			14.41
Fiscal year 2001:
	Options granted		896,450			10.17
	Options exercised		(96,164	)		10.48
	Options canceled		(1,144,534	)		16.47

	Shares under option at fiscal year end 2001		3,012,322			10.27

	Shares exercisable at fiscal year end 2001		1,075,070			12.16
Fiscal year 2002:
	Options granted		412,000			8.76
	Options exercised		(1,392	)		8.22
	Options canceled		(164,941	)		11.42

	Shares under option at fiscal year end 2002		3,257,989			10.03

	Shares exercisable at fiscal year end 2002		1,444,325		$	11.04

Stock options outstanding at December 29, 2002 are as follows:

	Number Outstanding as of 12/29/02		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
Range of Exercise Prices
Range of Exercise Prices

$5.1600 - $6.8750		426,684		7.64	$	6.5258
$7.6880 - $8.8750		234,617		8.05		8.0241
$9.2500		761,274		6.35		9.2500
$9.3750 - $9.8130		342,434		8.61		9.7931
$10.1320		791,600		8.75		10.1320
$10.1880 - $11.0000		325,750		4.80		10.6349
$12.1250 - $17.6250		345,530		5.61		16.0873
$17.8750 - $21.8750		28,400		4.92		18.6021
$22.6250		1,500		4.15		22.6250
$22.8750		200		3.36		22.8750

$5.1600 - $22.8750		3,257,989		7.21	$	10.0284

Stock options exercisable as of December 29, 2002 are as follows:

Range of Exercise Prices	Number Exercisable		Weighted Average Exercise Price
Range of Exercise Prices	Number Exercisable		Weighted Average Exercise Price

$5.1600 - $6.8750		129,350	$	6.7537
$7.6880 - $8.8750		64,695		7.9259
$9.2500		581,886		9.2500
$9.3750 - $9.8130		49,346		9.7680
$10.1880 - $11.0000		261,050		10.6768
$12.1250 - $17.6250		328,298		16.2952
$17.8750 - $21.8750		28,200		18.5789
$22.6250		1,300		22.6250
$22.8750		200		22.8750

$6.3750 - $22.8750		1,444,325	$	11.0402

Shares of common stock available for future award under the Long-Term Equity Compensation Plan were 1,953,942 at fiscal year end 2002, 906,751 at fiscal year end 2001 and 400,408 at fiscal year end 2000.

We account for options under these plans using the intrinsic value method as allowed under Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees.” Disclosures of pro forma information regarding net income and earnings per share are required under SFAS No. 123, which uses the fair value method. As of fiscal year end 2002, we adopted SFAS No. 148 regarding the additional disclosure requirements of pro forma information. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

		2002			2001			2000

Dividend yield			0.0	%		0.0	%		0.0	%
Expected volatility			37	%		37	%		37	%
Risk-free interest rates			4.9	%		6.7	%		4.7	%
Weighted average expected lives
	Executives		4.90 years			4.91 years			4.94 years
	Non executives		4.60 years			4.55 years			4.54 years
Weighted-average fair value of options granted		$	3.50		$	4.17		$	1.62

The following is the pro forma information had the fair value method under SFAS No. 123, as amended by SFAS No. 148, been adopted:

			2002		2001		2000

Net income as reported		$	6,849,000	$	12,029,000	$	9,557,000
Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects			1,377,000		986,000		1,370,000

Pro forma net income		$	5,472,000	$	11,043,000	$	8,187,000

Earnings per share:
	Basic, as reported	$	0.23	$	0.41	$	0.33

	Basic, pro forma	$	0.19	$	0.37	$	0.28

	Diluted, as reported	$	0.23	$	0.41	$	0.33

	Diluted, pro forma	$	0.19	$	0.37	$	0.28

The impact of applying SFAS No. 123, as amended by SFAS No. 148, in this pro forma disclosure is not necessarily indicative of the effect on income in the future. SFAS No. 123, as amended by SFAS No. 148, does not apply to awards granted prior to 1995. We anticipate making additional stock-based compensation awards in the future.

Exchange Program

In the fourth quarter of 2000, the Board of Directors approved a program for the voluntary exchange (the “Exchange Program”) of certain outstanding options with an exercise price of $14.00 or higher per share for shares of common stock issued as restricted stock under the terms of the Long-Term Equity Compensation Plan. All options surrendered as a result of an election under the Exchange Program were canceled and returned to the respective plan under which the canceled options were first granted. The Exchange Program expired on March 9, 2001 and a total of 860,114 options were surrendered in exchange for the issuance of 178,510 shares of restricted stock. The related compensation expense to be recognized over the vesting periods of one year or three years was $1,641,000. The related compensation expense recognized was $521,000 for fiscal year 2002 and $518,000 for fiscal year 2001.

Restricted stock

Other than the shares issued pursuant to the Exchange Program, we did not grant other shares of restricted stock during fiscal year 2002 or 2001. During fiscal year 2000, we granted 91,850 shares of restricted stock under Long-Term Equity Compensation Plan. Compensation expense is computed based on the market price on the grant date and recognized over the vesting periods. Compensation expense associated with the restricted stock grants, other than the issuance associated with the Exchange Program, was $65,000 for fiscal year 2002, $491,000 for fiscal year 2001 and $373,000 for fiscal year 2000. Vesting periods under the Long-Term Equity Compensation Plan range from one to five years or until specified performance objectives are satisfied.

12. Segment Reporting

Our two reportable segments are Stores and broadline Foodservice. The Stores segment provides food and related items in bulk sizes and quantities through non-membership grocery warehouse stores. The broadline Foodservice distribution segment provides delivery of food, restaurant equipment and supplies to mainly restaurant customers and Smart & Final stores. Corporate Expense is comprised primarily of corporate expenses incidental to the activities of the reportable segments and rental income from Smart & Final stores and Smart & Final Mexico. Our 50%-owned joint venture in Mexico is reported on the equity basis of accounting. These reportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technology and marketing strategies.

The accounting policies of the segments are consistent with those described in the summary of significant accounting policies. We evaluate performance based on profit or loss from operations before income taxes, not including nonrecurring gains and losses.

The revenues, profit or loss and other information of each segment are as follows, amounts in thousands:

2002:

						Corporate Expense
	Stores		Foodservice			Corporate Expense			Total

Revenues from external customers	$	1,630,617	$	385,366		$	—		$	2,015,983
Intercompany real estate charge (income)		13,609		5			(13,614	)		—
Interest income		—		—			528			528
Interest expense		—		—			13,209			13,209
Depreciation and amortization		26,928		6,061			2,839			35,828
Pre-tax income (loss)		36,360		(12,617	)		(14,039	)		9,704
Equity in net income of unconsolidated subsidiary		—		—			884			884
Income taxes		—		—			3,739			3,739
Total assets		420,161		136,118			64,957			621,236

2001:

						Corporate Expense
	Stores		Foodservice			Corporate Expense			Total

Revenues from external customers	$	1,542,945	$	403,778		$	—		$	1,946,723
Intercompany real estate charge (income)		15,494		413			(15,907	)		—
Interest income		—		—			538			538
Interest expense		—		—			13,038			13,038
Depreciation and amortization		25,535		4,985			3,605			34,125
Pre-tax income (loss)		41,338		(14,584	)		(9,516	)		17,238
Equity in net income of unconsolidated subsidiary		—		—			1,126			1,126
Income taxes		—		—			6,335			6,335

2000:

						Corporate Expense
	Stores		Foodservice			Corporate Expense			Total

Revenues from external customers	$	1,463,676	$	400,219		$	—		$	1,863,895
Intercompany real estate charge (income)		13,816		—			(13,816	)		—
Interest income		—		—			1,406			1,406
Interest expense		—		—			14,774			14,774
Depreciation and amortization		24,902		5,159			2,822			32,883
Pre-tax income (loss)		37,314		(8,179	)		(15,050	)		14,085
Equity in net income of unconsolidated subsidiary		—		—			833			833
Income taxes		—		—			5,361			5,361

The basis for allocating distribution expense to Stores was changed in 2001. If the new allocation method had been used in fiscal year 2000, Foodservice pre-tax loss and Stores pre-tax income would have been approximately $2,600,000 greater in 2000.

13. Advertising Expense

We expense the costs of advertising as incurred. Total advertising expense was $23,800,000 in fiscal year 2002, $22,300,000 in fiscal year 2001 and $20,300,000 in fiscal year 2000.

14. Legal Actions

We were named as a defendant in a suit filed on September 13, 2001 in the Superior Court of the State of California for the County of Los Angeles. This suit, Sergio Camacho vs. Smart & Final Inc., was filed by the plaintiff, on his behalf and on behalf of all other store managers and assistant managers in California, alleging that we misclassified the status of store managers and assistant managers in California as exempt employees for employment purposes. The action seeks to be classified as a “class action” and seeks unspecified monetary damages. The merits of this action are being actively investigated and (a) we believe that the merits of this

action do not warrant class action status; (b) we believe we have certain defenses to the claim; and (c) we are unable to assess the ultimate determination of this action and what effect, if any, that may result.

We are named as a defendant in a number of other lawsuits or are otherwise a party to certain litigation arising in the ordinary course from our operations. We do not believe that the ultimate determination of these cases will either individually or in the aggregate have a material adverse effect on our results of operations or financial position.

SMART & FINAL INC.
SUMMARY OF QUARTERLY RESULTS OF OPERATIONS
(dollars in thousands, except per share amounts)

			Fiscal Year 2002 (A)

			First Quarter 12 Weeks			Second Quarter 12 Weeks		Third Quarter 16 Weeks		Fourth Quarter 12 Weeks		Total 52 Weeks

				(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)
Income Statement Data:
	Sales		$	444,824		$	476,129	$	627,224	$	467,806	$	2,015,983
	Cost of sales, buying and occupancy			385,260			411,367		536,451		402,370		1,735,448

	Gross margin			59,564			64,762		90,773		65,436		280,535
	Operating and administrative expenses			55,426			58,986		83,182		60,556		258,150

	Income from operations			4,138			5,776		7,591		4,880		22,385
	Interest expense, net			2,943			2,932		4,134		2,672		12,681

	Income before provision for income taxes			1,195			2,844		3,457		2,208		9,704
	Provision for income taxes			528			1,055		1,187		969		3,739

	Income from consolidated subsidiaries			667			1,789		2,270		1,239		5,965
	Equity earnings in unconsolidated subsidiary			(80	)		273		405		286		884

	Net income		$	587		$	2,062	$	2,675	$	1,525	$	6,849

	Earnings per common share		$	0.02		$	0.07	$	0.09	$	0.05	$	0.23

	Weighted average common shares			29,394,470			29,394,841		29,432,264		29,443,198		29,417,429

	Earnings per common share, assuming dilution		$	0.02		$	0.07	$	0.09	$	0.05	$	0.23

	Weighted average common shares and common share equivalents (B)			29,680,682			29,582,465		29,433,016		29,444,525		29,527,314


(A)		Fiscal year 2002 consists of twelve-week periods in the first, second and fourth quarters, and one sixteen-week period in the third quarter.
(B)		The weighted average common shares and common share equivalents include the common stock equivalents related to stock options.

SMART & FINAL INC.
SUMMARY OF QUARTERLY RESULTS OF OPERATIONS
(dollars in thousands, except per share amounts)

			Fiscal Year 2001 (A)

			First Quarter 12 Weeks		Second Quarter 12 Weeks		Third Quarter 16 Weeks		Fourth Quarter 12 Weeks			Total 52 Weeks

			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Income Statement Data:
	Sales		$	424,168	$	463,594	$	609,329	$	449,632	$	1,946,723
	Cost of sales, buying and occupancy			366,380		398,254		520,962		386,529		1,672,125

	Gross margin			57,788		65,340		88,367		63,103		274,598
	Operating and administrative expenses			54,082		57,001		78,928		54,849		244,860

	Income from operations			3,706		8,339		9,439		8,254		29,738
	Interest expense, net			3,067		2,845		3,633		2,955		12,500

	Income before provision for income taxes			639		5,494		5,806		5,299		17,238
	Provision for income taxes			205		2,127		2,151		1,852		6,335

	Income from consolidated subsidiaries			434		3,367		3,655		3,447		10,903
	Equity earnings in unconsolidated subsidiary			120		276		274		456		1,126

	Net income		$	554	$	3,643	$	3,929	$	3,903	$	12,029

	Earnings per common share		$	0.02	$	0.12	$	0.13	$	0.13	$	0.41

	Weighted average common shares			29,216,756		29,316,731		29,387,111		29,388,994		29,331,991

	Earnings per common share, assuming dilution		$	0.02	$	0.12	$	0.13	$	0.13	$	0.41

	Weighted average common shares and common share equivalents (B)			29,492,458		29,660,429		29,783,608		29,663,650		29,660,311


(A)		Fiscal year 2001 consists of twelve-week periods in the first, second and fourth quarters, and one sixteen-week period in the third quarter.
(B)		The weighted average common shares and common share equivalents include the common stock equivalents related to stock options.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On June 7, 2002, our Board of Directors, acting on the recommendation of its Audit Committee, approved a change in our independent accountants. Accordingly, on July 8, 2002, we executed a definitive engagement letter between us and Ernst & Young LLP to act as our independent accountants for the fiscal year ending December 29, 2002. The information required by this item is contained in a Current Report on Form 8-K filed on June 12, 2002 and a second related Current Report on Form 8-K filed on July 15, 2002, both of which reports are incorporated herein by reference.

PART III

The information required by Part III of Form 10-K (items 10 through 13) is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A for our Annual Meeting of Stockholders to be held May 22, 2003. Such Proxy Statement involves the election of directors and we intend to file not later than 120 days after our last fiscal year end. If the Proxy Statement is not filed with the SEC within such 120-day period, the items comprising the Part III information will be filed as an amendment to this Form 10-K not later than the end of the 120-day period.

Item 14. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures: An evaluation of our disclosure controls and procedures (as defined in Sections 13(a)-14(c) and 15(d)-14(c) of the Securities Exchange Act of 1934 (the “Act”)) was carried out under the supervision and with the participation of Chief Executive Officer, Chief Financial Officer and several other members of senior management within the 90-day period preceding the filing date of this Form 10-K. The procedures as currently in effect are effective in ensuring that the information required to be disclosed by us in the reports we file or submit under the Act are (1) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules.

(b) Changes in Internal Controls: In the period ended December 29, 2002, we did not make any significant changes in, nor take any corrective actions regarding, our internal controls or other factors that could significantly affect these controls subsequent to the date of the evaluation referred to in the previous paragraph, including any corrective action with regard to significant deficiencies and material weaknesses.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

		Page

(a)(1) Financial Statements:

	Report of Independent Auditors	33
	Consolidated Balance Sheets	35
	Consolidated Statements of Income	36
	Consolidated Statements of Stockholders’ Equity	37
	Consolidated Statements of Cash Flows	38
	Notes to Consolidated Financial Statements	39
	Supplementary Data - Summary of Quarterly Results of Operations	61

(a)(2) Financial Statement Schedules:

	Report of Independent Public Accountants	71
	II - Valuation and Qualifying Accounts	72

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

(a)(3) and (c) EXHIBITS

Exhibit Number		Description of Exhibit

3.1*		Certificate of Incorporation of Smart & Final Inc.

3.2*		Certificate of Amendment of Certificate of Incorporation of Smart & Final Inc.

3.3		Bylaws, incorporated by reference to Exhibit Number 3.2 from our Registration Statement on Form S-1, No. 33-41103, which became effective on July 30, 1991.

10.1		Tax Termination Agreement, dated as of August 6, 1991, by and between the Company and Casino USA, as amended (including as an exhibit thereto the Tax Sharing Agreement, dated as of November 5, 1984, by and between the Company and Casino USA, as amended), incorporated by reference to Exhibit Number 10.22 from our Annual Report on Form 10-K for the fiscal year ended January 2, 1994, filed with the SEC on April 4, 1994. (SEC File No. 001-10811)

10.2		Intercompany Agreement, dated August 6, 1991, by and among Casino USA, Casino Realty, Inc. and the Company, incorporated by reference to Exhibit Number 10.24 from our Annual Report on Form 10-K for the fiscal year ended December 29, 1991, filed with the SEC on March 24, 1992. (SEC File No. 001-10811)

10.3		Truck Lease and Service Agreement, dated December 13, 1991, between the Company and Ryder Truck Rental, Inc. [Commerce Distribution Center], incorporated by reference to Exhibit Number 10.25 from our Form 8 - Amendment No. 1 to our Annual Report on Form10-K for the fiscal year ended December 29, 1991, filed with the SEC on March 30, 1992. (SEC File No. 001-10811)

10.4* **		Smart & Final Inc. Supplemental Deferred Compensation Plan, as amended and restated through May 16, 2000.

10.5* **		Smart & Final Inc. Directors Deferred Compensation Plan, as amended and restated through March 31, 1999.

10.6		Vehicle Lease Service Agreement, dated October 28, 1994 between the Port Stockton Food Distributions, Inc. and Penske Truck Leasing Company, LP [Port Stockton Distribution Center], incorporated by reference to Exhibit Number 10.62 from our Quarterly Report on Form 10-Q for the quarter ended March 26, 1995, filed with the SEC on May 4, 1995. (SEC File No. 001-10811)

10.7		Smart & Final Inc. Trust for Deferred Compensation Plans, incorporated by reference to Exhibit Number 10.68 from our Annual Report on Form 10-K for the fiscal year ended December 29, 1996, filed with the SEC on March 25, 1997. (SEC File No. 001-10811)

10.8**		Supplemental Executive Retirement Plan Master Plan Document, incorporated by reference to Exhibit Number 10.86 from our Annual Report on Form 10-K for the fiscal year ended January 4, 1998, filed with the SEC on April 1, 1998; as amended by the First Amendment to the Supplemental Executive Retirement Plan Master Plan Document, incorporated by reference to Exhibit Number 10.86 from our Quarterly Report on Form 10-Q for the quarter ended March 28, 1999, filed with the SEC on May 3, 1999. (SEC File No. 001-10811)

10.9**		Smart & Final Inc. Long-Term Equity Compensation Plan (Amended and Restated), incorporated by reference to Exhibit A from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 13, 2002.

10.10		Asset Purchase Agreement, dated May 15, 1998, by and between the Company and United Grocers, Inc., incorporated by reference to Exhibit Number 10.93 from our Quarterly Report on Form 10-Q for the quarter ended June 21, 1998, filed with the SEC on August 4, 1998.

10.11		Employment Agreement, dated May 11, 1999, between the Company and Ross E. Roeder, incorporated by reference to Exhibit Number 10.119 from our Quarterly Report on Form 10-Q for the quarter ended June 20, 1999, filed with the SEC on August 3, 1999; as amended by reference to Exhibit Number 10.53 from our Quarterly Report on Form 10-Q for the quarter ended June 17, 2001, filed with the SEC on July 26, 2001.

10.12		Smart & Final Inc. Non-Employee Director Stock Plan (Amended and Restated), incorporated by reference to Exhibit B from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 13, 2002.

10.13**		First Amendment to Deferred Compensation Agreements, dated as of October 23, 2000, incorporated by reference to Exhibit Number 10.128 from our Quarterly Report on Form 10-Q for the quarter ended October 8, 2000, filed with the SEC on November 11, 2000.

10.14		Truck Lease and Service Agreement, dated August 24, 2001, between the Company and Primms, L.P. [Florida Distribution Center], incorporated by reference to Exhibit Number 10.17 from our Annual Report on Form 10-K for the fiscal year ended December 30, 2001, filed with the SEC on March 15, 2002.

10.15		Participation Agreement, dated as of November 30, 2001, by and among the Company, as Lessee, and various parties, as Guarantors, Holders and Lenders, and Wells Fargo Bank Northwest, National Association, as Owner Trustee, and Fleet Capital Corporation, as Administrative Agent and Arranger, and Natexis Banques Populaires, as Documentation Agent, incorporated by reference to Exhibit Number 10.18 from our Annual Report on Form 10-K for the fiscal year ended December 30, 2001, filed with the SEC on March 15, 2002.

10.16		Credit Agreement, dated as of November 30, 2001, among Wells Fargo Bank Northwest, National Association, as the Owner Trustee, various parties, as the Lenders, and Fleet Capital Corporation, as the Agent, incorporated by reference to Exhibit Number 10.19 from our Annual Report on Form 10-K for the fiscal year ended December 30, 2001, filed with the SEC on March 15, 2002.

10.17		Lease Agreement, dated as of November 30, 2001, between Wells Fargo Bank, Northwest, National Association, as Owner Trustee and Lessor, and the Company, as Lessee, incorporated by reference to Exhibit Number 10.20 from our Annual Report on Form 10-K for the fiscal year ended December 30, 2001, filed with the SEC on March 15, 2002.

10.18		Credit Agreement, dated as of November 30, 2001, among the Company, as Borrower, and various parties, as Lenders, BNP Paribas, as Administrative Agent and Lead Arranger, Harris Trust & Savings Bank, as Syndication Agent, and Cooperative Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, as Documentation Agent, incorporated by reference to Exhibit Number 10.21 from our Annual Report on Form 10-K for the fiscal year ended December 30, 2001, filed with the SEC on March 15, 2002.

10.19**		Form of 2001 Executive Severance Plan, incorporated by reference to Exhibit Number 10.22 from our Annual Report on Form 10-K for the fiscal year ended December 30, 2001, filed with the SEC March 15, 2002.

10.20		Waiver and Amendment Agreement No. 1, dated June 4, 2002, among the Company, as Lessee, Wells Fargo Bank Northwest, National Association, as Owner Trustee and Lessor, and various parties, as Lenders and as Guarantors, incorporated by reference to Exhibit Number 99.1 from our Current Report on Form 8-K, dated June 4, 2002 and filed with the SEC on June 10, 2002.

10.21		First Amendment to Credit Agreement, dated June 4, 2002, among the Company, as Borrower, and various parties, as Lenders and as Guarantors, and BNP Paribas, as Administrative Agent for the Lenders, incorporated by reference to Exhibit Number 99.2 from our Current Report on Form 8-K, dated June 4, 2002 and filed with the SEC on June 10, 2002.

10.22*		Agreement, dated June 5, 2002 through June 5, 2006, between Smart & Final Foodservice Distributors and Food Distributors Employees Association [Port Stockton].

10.23*		Second Amendment to Credit Agreement, dated February 18, 2003, between the Company, as Borrower, and various parties, as Lenders and as Guarantors, and BNP Paribas, as the Administrative Agent for the Lenders.

10.24*		Waiver and Amendment Agreement No. 2, dated February 14, 2003, among the Company, as Lessee, Wells Fargo Bank Northwest, National Association, as Owner Trustee and Lessor, and various parties, as Lenders and as Guarantors.

21*		Subsidiaries of the registrant

23.1*		Consent of Independent Accountants, Ernst & Young LLP

23.2*		Notice of Inability to Obtain Consent (Consent of Arthur Andersen LLP omitted pursuant to Rule 437a)


*		Filed herewith
**		Management contracts and compensatory plans, contracts and arrangements of the Company.

(b)	Reports on Form 8-K:

	Date Filed	Item Reported

	November 15, 2002	Pursuant to 18 U.S.C. §1350 by attaching as Exhibits the certifications of Smart & Final’s Chief Executive Officer, Ross E. Roeder and its Chief Financial Officer, Richard N. Phegley, which accompanied Smart & Final’s Quarterly Report on Form 10-Q for the quarter ended October 6, 2002.

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, in the City of Los Angeles, State of California, on March 12, 2003.

	SMART & FINAL INC.

	By:	/s/ RICHARD N. PHEGLEY

		Richard N. Phegley Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons, on behalf of the Registrant and in the capacities indicated on March 12, 2003.

	/s/ ROSS E. ROEDER		Chairman of the Board and Chief Executive Officer
			(Principal Executive Officer)
	Ross E. Roeder

	/s/ RICHARD N. PHEGLEY		Senior Vice President and Chief Financial Officer
			(Principal Financial Officer)
	Richard N. Phegley

	/s/ RICHARD A. LINK		Vice President, Controller and Chief Accounting Officer
			(Principal Accounting Officer)
	Richard A. Link

	/s/ PIERRE BOUCHUT		Director

	Pierre Bouchut

	/s/ CHRISTIAN COUVREUX		Director

	Christian Couvreux

	/s/ TIMM F. CRULL		Director

	Timm F. Crull

	/s/ JAMES S. GOLD		Director

	James S. Gold

	/s/ ANTOINE GUICHARD		Director

	Antoine Guichard

	/s/ DAVID J. MCLAUGHLIN		Director

	David J. McLaughlin

	/s/ JOËL-ANDRÉ ORNSTEIN		Director

	Joël-André Ornstein

	/s/ THOMAS G. PLASKETT		Director

	Thomas G. Plaskett

	/s/ ETIENNE SNOLLAERTS		Director

	Etienne Snollaerts

CERTIFICATIONS

I, Ross E. Roeder, certify that:

1. I have reviewed this annual report on Form 10-K of Smart & Final Inc. for 2002;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 12, 2003
	/s/ ROSS E. ROEDER

	Ross E. Roeder Chairman of the Board and Chief Executive Officer

I, Richard N. Phegley, certify that:

1. I have reviewed this annual report on Form 10-K of Smart & Final Inc. for 2002;

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: March 12, 2003
	/s/ RICHARD N. PHEGLEY

	Richard N. Phegley Senior Vice President and Chief Financial Officer

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Smart & Final Inc.:

We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of Smart & Final Inc. and subsidiaries included in this Form 10-K/A and have issued our report thereon dated June 4, 2002. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedule listed in the index in Item 14 is the responsibility of the Company’s management and is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP
Los Angeles, California
June 4, 2002

SMART & FINAL INC.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Years Ended December 29, 2002, December 30, 2001 and December 31, 2000

			Balance at Beginning of Period		Additions		Deductions		Balance at End of Period

Fiscal year 2002:
	Allowance for doubtful accounts	$	3,817,000	$	2,744,000	$	3,330,000	$	3,231,000

	Inventory realizable value allowance	$	2,274,000	$	230,000	$	843,000	$	1,661,000

Fiscal year 2001:
	Allowance for doubtful accounts	$	3,182,000	$	2,860,000	$	2,225,000	$	3,817,000

	Inventory realizable value allowance	$	3,091,000	$	178,000	$	995,000	$	2,274,000

Fiscal year 2000:
	Allowance for doubtful accounts	$	4,687,000	$	2,508,000	$	4,013,000	$	3,182,000

	Inventory realizable value allowance	$	2,955,000	$	1,065,000	$	929,000	$	3,091,000

EX-3.1 3 dex31.htm CERTIFICATE OF INCORPORATION Certificate of Incorporation

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

SMART & FINAL INC.

FIRST: The name of the Corporation is Smart & Final Inc. (hereinafter the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title B of the Delaware Code (the “DGCL”).

FOURTH: The total number of shares which the Corporation shall have authority to issue is 35,000,000 shares, consisting of (a) 25,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), and (b) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Preferred Stock”).

The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized, at any time and from time to time, to fix, by resolution or resolutions, the following provisions for shares of any class or classes of Preferred Stock of the Corporation or any series of any class of Preferred Stock:

(a) the designation of such class or series, the number of shares to constitute such class or series and the stated value thereof if different from the par value thereof;

(b) whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may (i) be general or limited, (ii) subject to applicable law or regulation, including without limitation the rules of any securities exchange on which securities of any class of the Corporation may be listed, permit more than one vote per share, or (iii) vary among stockholders of the same class based upon such factors as the Board of Directors may determine including, without limitation, the size of a stockholder’s position and/or the length of time with respect to which such position has been held;

(c) the dividends, if any, payable on such class or series, whether any such dividends shall be cumulative, and, if so, from what dates, whether any such dividends shall have the right to participate in dividend distributions made on the Common Stock, and, if so, to what extent and within what limits shall such participation occur, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of the same class;

(d) whether the shares of such class or series shell be subject to redemption by the Corporation, and, if so, the times, prices and other conditions of such redemption;

(e) the amount or amounts payable upon shares of such series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

(f) whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such class or series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

(g) whether the shares of such class or series shall be convertible into, or exchangeable for, shares of stock of any other class or any other series of the same class or any other securities (including Common Stock) and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h) the limitations and restrictions, if any, upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or any other series of the same class to be effective while any shares of such class or series of Preferred Stock are outstanding;

(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such class or series or of any other series of the same claims or of any other class;

(j) the ranking (be it pari passu, junior or senior) of each class or series vis-a-vis any other class or series of any class of Preferred Stock as to the payment of dividends, the distribution of assets and all other matters; and

(k) any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof, insofar as they are not inconsistent with the provisions of this Certificate of Incorporation, to the full extent permitted in accordance with the laws of the State of Delaware.

The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

FIFTH: The name and mailing address of the Sole Incorporator is as follows:

Name

Mailing Address

Catherine D. Ledyard

P.O. Box 636

Wilmington, DE 19899

SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(c) The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three nor more than 13 directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. Immediately following the adoption by the Corporation of this Certificate of Incorporation, a majority of the shares entitled to vote shall elect Class I directors for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each annual meeting of stockholders beginning in 1992, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, Any director of any class elected to fill a vacancy resulting from an increase in the number of directors in such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation, if any, shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be

governed by the terms of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article SIXTH unless expressly provided by such terms.

(d) Directors of the Corporation may be removed by stockholders of the Corporation only for cause.

(e) No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

(f) In addition to the powers and authority herein before or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SEVENTH: Whenever a compromise or arrangement is proposed between the corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing seventy-five percent (75%) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

EIGHTH: Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, if

there be one, the President or the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption). Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at all special meetings shall be confined to the objects stated in the call.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or in the By-laws of, the Corporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of July, 1991.

		/s/ Catherine B. Ledyard
		Catherine D. Ledyard
		Sole Incorporator

EX-3.2 4 dex32.htm CERTIFICATE OF AMENDMENT Certificate of Amendment

EXHIBIT 3.2

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

SMART & FINAL INC.

Smart & Final Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

First: That at a meeting of the Board of Directors of Smart & Final Inc. resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED: That the Certificate of Incorporation of this corporation be amended by changing the first paragraph of Article Fourth thereof so that, as amended said first paragraph of Article Fourth shall be and read in its entirety as follow:

“FOURTH: The total number of shares which the Corporation shall have the authority to issue is 110,000,000 share, consisting of (a) 100,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), and (b) 10,000,000 shares of preferred stock, par value $1.00 per share (the ‘Preferred Stock”).”

Second: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Smart & Final Inc. has caused this Certificate to be signed by Roger M. Laverty, III, its President, and attested by Donald G. Alvarado, its Secretary this 28^{t h} day of May, 1993.


By:		/s/ Roger M. Laverty
		Roger M. Laverty, III, President

Attest:

By:		/s/ Donald G. Alvarado
		Donald G. Alvarado, Secretary

EX-10.4 5 dex104.htm SUPPLEMENTAL DEFERRED COMPENSATION PLAN Supplemental Deferred Compensation Plan

Exhibit 10.4

Smart&Final_®

Supplemental Deferred Compensation Plan

Master Plan Document

Adopted December 1, 1994
As Amended and Restated
Through May 16, 2000

Smart&Final_®
Supplemental Deferred Compensation Plan
Master Plan Document

SMART & FINAL INC.
SUPPLEMENTAL DEFERRED COMPENSATION PLAN

ARTICLE I

Title and Effective Date

1.1		This Plan shall be known as the Smart & Final Supplemental Deferred Compensation Plan (hereinafter referred to as the “Plan”).

1.2		This Plan is effective as of December 1, 1994.

ARTICLE II

Definitions

2.1		“Account” means the account established by the Company as a bookkeeping record for each Participant who elects to defer compensation under the Plan and may, at the discretion of the Board, include one or more sub-accounts to reflect amounts credited to a Participant under the various terms of the Plan.

2.2		“Base Compensation” means a Participant’s base salary without regard to any deferrals or contributions hereunder, under the Qualified Plan or under any plan maintained by the Employer pursuant to Section 125 of the Code.

2.3		“Beneficiary” means the person, persons or entity entitled to receive any benefits under the Plan in accordance with Article VIII.

2.4		“Board” means the board of directors of the Company.

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Amended and Restated – May 16, 2000

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2.5		“Change in Control” means the purchase or other acquisition after the effective date of the Plan by any person, entity or group of persons, within the meaning of Section 13(d) or Section 14 (d) of the Securities Exchange Act of 1934 (“Act”), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 30 percent or more of either the outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, or the approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Company’s then outstanding securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the Company’s assets.

2.6		“Code” means the Internal Revenue Code of 1986, as amended.

2.7		“Committee” means the Compensation Committee of the Board.

2.8		“Company” means Smart & Final Inc.

2.9		“Covered Compensation” means annual base salary and bonus, net of deferrals to any plan other than this Plan, and any other compensation designated by the Committee. For the Plan Year effective January 1, 1999 the Committee authorizes the Deferral at the Participant’s election of (i) grants of common stock of the Company made after January 1, 1999; (ii) common stock of the Company received in partial or full payment for services rendered to the Company; (iii) Restricted (common) Stock of the Company which becomes irrevocably vested in the Participant after January 1, 1999; and (iv) shares of common stock of the Company which become irrevocably vested in the Participant after January 1, 1999 through the proper exercise of options on such stock granted by the Company. These deferral options related to the Company’s common stock shall remain effective for succeeding Plan Years, unless further modified by the Committee. The Committee, in its sole and absolute discretion, may amend or terminate these deferral options related to the Company’s common stock, with such amendment or termination to take effect at the beginning of the following Plan Year.

2.10		“Deferral” means the portion of a Participant’s Covered Compensation that has been deferred in accordance with Section 3.1.

2.11		“Deferral Election” means the written form prescribed by the Committee to indicate the portion of Covered Compensation (and whether from Base compensation or bonus) that

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Amended and Restated – May 16, 2000

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Smart&Final_®
Supplemental Deferred Compensation Plan
Master Plan Document

		the Participant wishes to defer. No Deferral Election shall be effective unless it is returned to the Committee or its designee prior to the relevant Election Date and it is executed by the Company.

2.12		“Disabled” means a physical or mental state that would qualify a Participant for disability benefits under the Company’s Long Term Disability Plan, because of medically determinable bodily injury, mental impairment or disease sustained after the date of such person’s designation as a Participant, as determined by the Committee. The Committee may rely on the conclusions reached by any insurance carrier that has issued an insurance policy to the Employer covering the Participant or any physician chosen by or otherwise acceptable to the Committee.

2.13		“Early Retirement Date” means the date as of which a Participant has attained age 55 and completed at least ten years of service with the Employers.

2.14		“Election Date” means the date by which a Participant must submit a valid Deferral Agreement to the Company. In general, the applicable Election Date is December 31 for the immediately following Plan Year. However, in the case of an associate who is hired by the Employer after December 1, 1994 and immediately qualifies as an Eligible Associate, such Eligible Associate’s first Election Date is 30 days after the date of hire, and Deferrals may begin with the first payroll period after the Election Date which does not include compensation for services rendered before the Election Date.

2.15		“Eligible Associate” means any individual employed by an Employer in a management position with annual Base Compensation of not less than $85,000, for the Plan Year effective January 1, 2000. This amount shall also be the plan participation threshold for succeeding Plan Years, unless further modified by Plan amendment by the Committee in recognition of changes in the general cost of living. Currently participating associates with annual Base Compensation of less than $85,000 shall continue to be Eligible Associates.

2.16		“Employer” means the Company, and those affiliated corporations which have been designated by the Board to participate in the Plan.

2.17		“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.18		“FICA Taxes” mean the taxes withheld from a Participant’s Covered Compensation under Section 3101 of the Code with respect to a Deferral hereunder.

2.19		“Normal Retirement Date” means the date as of which a Participant has attained age 65.

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Amended and Restated – May 16, 2000

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2.20		“Participant” means an Eligible Associate who has executed a Participation Agreement which has been accepted by the Company, and whose Account balance has not yet been distributed in full.

2.21		“Participation Agreement” means the written form prescribed by the Committee in which an Eligible Associate elects to participate in the Plan, to accept benefits provided hereunder and to be bound by the terms of the Plan. The Participant shall also select available distribution and withdrawal options. The Participation Agreement must be returned to the Committee or its designee prior to the Election Date for the first Plan Year in which the Eligible Associate is to make Deferrals. No Participation Agreement shall be effective until executed by the Company.

2.22		“Plan” means the deferred compensation plan as described in this instrument, and as amended from time to time. The Plan is intended to constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated Associates, within the meaning of section 201(2) of ERISA.

2.23		“Plan Year” means the calendar year. The first Plan Year in which amounts shall be credited to Participants’ Accounts shall be 1995.

2.24		“Qualified 401(k) Plan” means the plan qualified under Section 401(k) of the Code which is sponsored by the Employer.

2.24A		“Qualified Pension Plan” means the defined benefit pension plan qualified under Section 401(a) of the Code which is sponsored by the Employer.

2.25		“Retirement” means a Participant’s Severance after the earlier of his Early Retirement Date, Normal Retirement Date, or becoming Disabled. A Disabled Participant shall be deemed to retire when his Base Compensation ceases to be paid.

2.26		“Severance” means the termination of a Participant’s employment with all Employers for any reason, and shall include a Participant’s Retirement.

ARTICLE III

Deferral of Compensation

3.1

Each Eligible Associate who has become a Participant in the Plan may, by entering into a Deferral Election for a Plan Year, irrevocably elect to have a portion (not to exceed 100% reduced by applicable FICA Taxes) of his Covered Compensation for the Plan

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Amended and Restated – May 16, 2000

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Supplemental Deferred Compensation Plan
Master Plan Document

		Year, expressed as either a percentage or a flat dollar amount, deferred and credited to the Participant’s Account in accordance with the terms and conditions of the Plan. Each Eligible Associate who has become a Participant in the Plan shall indicate in his Deferral Election, his selection for investment options pursuant to Section 5.3. A bonus with respect to services for a Plan Year shall be covered by the Deferral Election for such Plan Year, even if not paid until a subsequent Plan Year, at which time any elected Deferral shall be deducted therefrom. A Participant must, at a minimum, elect to defer $2,500 for a Plan Year; provided that this minimum need not be met if Covered Compensation (reduced by applicable FICA Taxes) for such Plan Year is insufficient to yield such minimum Deferral in accordance with the Participant’s Deferral Election. No Deferrals shall be permitted after Severance.

3.2		A Participant who has not timely submitted a valid Deferral Election may not defer any Covered Compensation (or receive the corresponding company contributions under Article IV) for the applicable Plan Year.

3.3		A Deferral Election remains it effect for the Plan Year to which it applies; provided that Deferrals may, in the sole and absolute discretion of the Committee, be suspended during any period in which the Participant is suffering from a financial emergency, as described in Article VII hereof, or is Disabled; or be modified to correct an error. A Participant must file a new Deferral Election for any subsequent Plan Year. The terms of any Deferral Election may, but need not be, similar to the terms of any prior Deferral Election.

ARTICLE IV

Additional Contributions

4.1		With respect to each Plan Year, the Company shall allocate to each Participant as of January 1 of the following Plan Year an amount, if any, equal to such Participant’s lost share of Company profit sharing contributions and forfeitures under the Qualified 401(k) Plan attributable solely to the reduction in his compensation by reason of Deferrals hereunder, provided that the Participant is employed by the Employer on such January 1.

4.2		With respect to each Plan Year, the Company shall allocate to each Participant as of January 1 of the following Plan Year an amount, if any, equal to such Participant’s lost share of Employer nondiscretionary matching contributions under the Qualified 401(k) Plan attributable solely to the reduction in his compensation by reason of Deferrals

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		hereunder, provided that the Participant is employed by the Employer on such January 1.

4.3		With respect to each Plan Year, the Company shall allocate to each Participant during the following year an amount, if any, equal to such Participant’s lost share of Employer discretionary matching contributions under the Qualified 401(k) Plan attributable solely to the reduction in his compensation by reason of Deferrals hereunder, provided that the Participant is employed by the Employer on the date of such allocation. Such allocation shall be made as of the first day of the month in which the Employer contributes and allocates the discretionary matching contribution in the Qualified 401(k) Plan.

4.4		In the event that a Participant receives a retirement or severance benefit (but not a death benefit) from the Qualified Pension Plan which has been reduced due to the reduction in his compensation by reason of Deferrals hereunder, the Company shall pay to the Participant the lump sum actuarial equivalent (based upon the actuarial factors set forth in the Qualified Pension Plan) of such reduction in benefit. Notwithstanding any provision in the Plan to the contrary, such amount shall be paid directly by the Company to the Participant in a lump sum subject to applicable withholding as soon as practicable after receipt by the Participant of benefits from the Qualified Pension Plan, and shall at no time be considered as part of his Account.

4.5		In the event that an Eligible Associate is participating in another nonqualified deferred compensation plan or arrangement sponsored by an Employer (other than this Plan), such Eligible Associate may elect at such time, and under such procedures, as shall be determined by the Committee from time to time to transfer all of his or her entire balance in such other plan or arrangement to this Plan. In addition, at the same time that the Committee permits such transfer, the Eligible Associate may also elect to have all future amounts of deferred compensation that would be credited to the other plan or arrangement credited to this Plan. The Eligible Associate shall be treated as a Participant (whether or not previously a Participant), and all such amounts shall be credited to his or her Account. The other plan or arrangement shall continue in effect, but shall be relieved of liability to the Eligible Associate to the extent that balances or future deferred compensation are credited to this Plan.

4.6		With respect to each Plan Year, the Company shall allocate to each Participant an amount, if any, equal to such Participant’s lost deferral contributions under the Qualified 401(k) Plan attributable solely to the reduction in his deferrals in order to comply with Section 401(k)(3) of the Code, provided that the Participant is employed by the Employer on the date of such allocation. Such allocation shall be made as of the first day of the month in which the Employer returns such excess 401(k) contribution to

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		the Participant, or limits the Participant’s deferrals under the Qualified 401(k) Plan to avoid the creation of such excess, and the Participant’s cash compensation shall be correspondingly reduced.

4.7		At the request of the Company, the Committee may approve additional contributions by the Company for specific Participants for any Plan Year in its discretion.

ARTICLE V

Deferral Account and Crediting

5.1		Amounts deferred by a Participant shall be credited, as of the first day of the month in which such deferred amounts would otherwise be paid to the Participant, to a separate Account maintained by the Company for each Participant as a dollar amount. Additional Company contributions shall be credited to Participants’ Accounts in accordance with Article IV.

5.2		The amount in the Participant’s Account shall be adjusted for gain or loss on the last day of each month based on the performance (net earnings rate) of the investment options selected by the Participant in accordance with Section 5.3. Gain or loss shall be computed as if all amounts credited to the Account pursuant to Articles III and IV were credited as of the first day of the month, and all amounts withdrawn from the Account were withdrawn on the last day of the month.

5.3		The Committee shall specify two or more investment funds which shall serve as indices for the investment performance of amounts credited to the Accounts. The Committee shall also permit the total shareholder return on the Company’s common stock to serve as an index for investment performance of amounts credited to the Accounts. The Accounts shall be adjusted to reflect the gain or loss such Accounts would experience had they actually been invested in the specified funds or in the Company’s common stock at the relevant times. The Committee may vary the available investment funds from time to time, but not more frequently than quarterly. Subject to Section 5.5, the Participant may select his investment options for new Deferrals and contributions, or for amounts already credited to his Account, once per calendar quarter effective as of the last day of such quarter.

5.4		Participants shall receive quarterly account statements approximately three weeks following the end of each calendar quarter.

5.5		Notwithstanding any other provision herein, accounts which are elected to be invested in the Company’s common stock may not be moved out of such investment alternative.

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Such amounts shall be denominated and paid solely in shares of the Company’s common stock.

ARTICLE VI

Distributions

6.1		In the event of Retirement, distribution of the value of a Participant’s Account balance shall be made as soon as practicable after such Retirement consistent with the form of distribution specified on the Participant’s Participation Agreement. Available forms shall include either a lump sum payout or five, ten or fifteen annual installments. Accounts subject to installment payout shall continue to be adjusted for gains or losses in the same manner as active Accounts. A Participant may modify any distribution format election at any time prior to the date which is one year before his Retirement, but such election is otherwise irrevocable. Notwithstanding the foregoing, a Disabled Participant may request distribution in the form of a lump sum payout. The Committee, in its sole and absolute discretion, may approve or disapprove such request.

6.2		A Participant may elect in his Participation Agreement to have one or more distributions of a specified percentage or dollar amount of his Account, not more frequently than once in a Plan Year commencing in his sixth year of participation, provided that the Participant has not had a Severance. A Participant may delay or cancel such distribution at any time prior to the date which is two years prior to the calendar year in which the originally scheduled distribution would take place, but such election is otherwise irrevocable.

6.3		If a Participant has a Severance prior to his Retirement, he shall receive the value of his Account in one lump sum payment as soon as practicable after Severance. Notwithstanding the foregoing, the Committee in its sole and absolute discretion may offer a Participant the option to accept an alternative form of payment. The acceptance of the offer must be in writing, on a form provided by the Committee, and must be received by the Committee not later than ninety days prior to Severance in order to be effective. Accounts thereby subject to postponed and/or installment alternative payout shall continue to be adjusted for gains or losses in the same manner as active Accounts.

6.4		The Participant shall at all times have a nonforfeitable right to the value of his Account.

6.5		A Participant may, at any time, elect to withdraw all or a portion of the remainder of his Account balance prior to the time such balance is otherwise due and payable, subject to a withdrawal penalty (the amount to be withdrawn prior to application of the

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		withdrawal penalty shall be referred to as the “Withdrawal Amount”, which may not exceed the balance of the Participant’s Account immediately prior to the withdrawal). The Participant shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The withdrawal penalty shall be equal to 10 percent of the Withdrawal Amount. The Participant shall be paid the Withdrawal Amount, less penalty and applicable withholding, within 60 days of his election.

6.6		Subject to Section 5.5, all distributions of a Participant’s Account shall be made in cash, and shall be subject to applicable withholding for taxes.

6.7		If the Committee determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Company would not be deductible by the Company solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Company to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Company may defer all or any portion of the distribution. Any amounts deferred pursuant to this limitation shall continue to be credited with interest or earnings pursuant to the terms hereof. The amounts so deferred and interest thereon shall be distributed to the Participant or his Beneficiary (in the event of a death benefit required hereunder) at the earliest possible date, as determined by the Committee in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Company during which the distribution is made will not be limited by Section 162(m), or if earlier, the effective date of a Change in Control.

ARTICLE VII

Hardship Distributions

7.1

At the request of a Participant, or at the request of any of the Participant’s Beneficiaries after the Participant’s death, the Committee may, in its sole discretion, pay as a hardship distribution all or part of the value of a Participant’s Account. Such hardship distribution may be allowed only in the event of a financial emergency beyond the Participant’s or Beneficiary’s control as defined in the Qualified Plan. A hardship distribution must be limited to only that amount necessary to relieve the financial emergency, determined under principles similar to those applicable to hardship distributions made under the Qualified Plan.

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ARTICLE VIII

Death Benefits

8.1	If a Participant dies at any time before his Account has been paid in full, his Beneficiary shall receive the balance of the Participant’s Account as of the date of death in accordance with Section 8.3. Notwithstanding the foregoing, if the Participant dies after Severance but prior to Retirement, and prior to receipt of the lump sum benefit provided in section 6.3, his Beneficiary shall receive only such lump sum benefit, and not the benefits described in this Article.

8.2	In the event that a Participant’s death occurs before Severance and is not attributable to suicide committed within two years of commencement of participation hereunder, there shall be added to the Participant’s Account and paid in accordance with Section 8.3 an amount equal to twice the Participant’s actual Deferrals under Section 4.1 hereof (exclusive of any earnings thereon).

8.3	The portion of the death benefit payable pursuant to Sections 8.1 and 8.2 representing the Account balance shall be paid in three equal annual installments. In addition, interest on the Account, to be paid with each installment, shall be computed in the following manner:

	(a)	Subject to Section 12.1, the Company may, in its discretion, segregate a portion of its general assets equal to the Account balance and invest such portion in a short term, fixed income investment such as an interest bearing bank account or a money market account, in which event the interest credited with respect to the Account shall be equal to the actual yield on the Company’s account.

	(b)	In the event that the trustee of a grantor trust described in Section 12.1 holds funds that are intended by the Committee to be used to pay the death benefit, then the interest credited with respect to the Account shall be equal to the actual positive yield received by the trustee on the investment of such funds.

	(c)	If neither subsection (a) or (b) is applicable, interest shall be credited at the prime rate of interest as reported in the national financial press reduced by 3% per annum, but in no event shall the interest rate determined under this subsection be less than 4% per annum.

	Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion and at the request of a Beneficiary, accelerate any such payments.

8.4	A Participant shall designate his Beneficiary to receive death benefits under the Plan by completing the appropriate form specified by the Committee. If more than one

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		Beneficiary is named, the shares and/or precedence of each Beneficiary shall be indicated. A Participant shall have the right to change the Beneficiary by submitting a Change of Beneficiary form. No beneficiary designation or change of beneficiary shall be effective until received by the Committee. The designation by a married Participant of a Beneficiary other than the Participant’s spouse must be consented to in writing by the spouse.

8.5		If the Committee has any doubt as to the proper Beneficiary to receive payments hereunder, the Committee shall have the right to direct the Company to withhold such payments until the matter is finally adjudicated. However, as provided in Section 12.12 hereof, any payment made by the Company, in good faith and in accordance with the Plan and the directions of the Committee, shall fully discharge the Company, the Employer, the Board and the Committee from all further obligations with respect to that payment.

8.6		In making any payments to or for the benefit of any minor or an incompetent Beneficiary, the Committee, in its sole and absolute discretion, may direct the Company to make a distribution to a legal or natural guardian or other relative of a minor or court appointed committee of such incompetent. Alternatively, the Committee may direct the Company to make a payment to any adult with whom the minor or incompetent temporarily or permanently resides. The receipt of such payment by a guardian, committee, relative or other person shall be a complete discharge of the Company, the Employer, the Board, and the Committee with respect to such payment. Neither of the Board, the Committee, nor the Company shall have any responsibility to see to the proper application of any payments so made.

8.7		If a Participant has not designated a Beneficiary, or if a designated Beneficiary is not living or in existence at the time of a Participant’s death, any death benefits payable under the Plan shall be paid to the Participant’s spouse, if then living, and if the Participant’s spouse is not then living, to the Participant’s estate.

ARTICLE IX

Administration of the Plan

9.1

Except for certain functions expressly reserved herein to the Board, the Plan shall be administered by the Committee. All resolutions or other actions taken by the Committee shall be by vote of a majority of those present at a meeting at which a majority of the members are present, or in writing by a majority of all the members at the time in office if they act without a meeting.

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9.2		Subject to the terms of the Plan, the Committee shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Committee shall have the exclusive right to interpret the Plan and to make, amend, interpret and enforce all rules adopted in connection with the Plan and to decide any and all matters arising hereunder or in connection with the administration of the Plan. The decisions, actions and records of the committee shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan.

9.3		The Committee may, in the administration of the Plan, employ agents and delegate to them such administrative duties as it deems appropriate and may, from time to time, consult with counsel who may be counsel to the Company.

9.4		The members of the Committee and the officers and directors of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Company.

9.5		To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the compensation of Participants, the date and circumstances of the termination of employment or death of a Participant and such other pertinent information as the Committee may reasonably require.

9.6		The expenses of the Committee properly and actually incurred in the performance of its duties under the Plan shall be paid by the Company.

9.7		The members of the Committee shall serve without bond, and without compensation for their services as Committee members except as the Company may provide in its discretion.

9.8		The Company shall be the “administrator” of the Plan as defined in Section 3(16)(A) of ERISA for purposes of the reporting and disclosure requirements imposed by ERISA and the Code. The Committee shall assist the Company, as requested, in complying with such reporting and disclosure requirements.

9.9		The committee may, from time to time, designate an agent of the Plan for the service of legal process. The Committee shall cause such agent to be identified in materials it distributes or causes to be distributed when such identification is required under applicable law. In the absence of such a designation, the Company shall be the agent of the Plan for the service of legal process.

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9.10		The Company, in its discretion, may obtain, pay for and keep current a policy or policies of insurance, insuring the Committee members, the members of the Board and other associates to whom any responsibility with respect to the administration of the Plan has been delegated against any and all costs, expenses and liabilities (including attorneys’ fees) incurred by such persons as a result of any act, or omission to act, in connection with the performance of their duties, responsibilities and obligations under the Plan and any applicable law.

9.11		If the Company does not obtain, pay for and keep current the type of insurance policy or policies referred to in Section 9.10, or if such insurance is provided but any of the parties referred to in Section 9.10 incur any costs or expenses which are not covered under such policies, then the Company shall indemnify and hold harmless, to the extent permitted by law, such parties against any and all costs, expenses and liabilities (including attorneys’ fees) incurred by such parties in performing their duties and responsibilities under this Plan, provided that such party or parties were not guilty of willful misconduct. In the event that such party is named as a defendant in a lawsuit or proceeding involving the Plan (other than in a lawsuit brought against such party by the Company) the party shall be entitled to receive on a current basis the indemnity payments provided for in this Subsection, provided however that if the final judgment entered in the lawsuit or proceeding holds that the party is guilty of willful misconduct with respect to the plan, the party shall be required to refund the indemnity payments that it has received.

ARTICLE X

Claims Procedure

10.1		If a Participant or Beneficiary (hereinafter referred to as the “Applicant”) does not receive the timely payment of the benefits which the Applicant believes are due under the Plan, the Applicant may make a claim for benefits in the manner hereinafter provided.

10.2		All claims for benefits under the Plan shall be made in writing and shall be signed by the Applicant. Claims shall be submitted to a representative designed by the Committee and hereinafter referred to as the “Claims Coordinator.” The Claims Coordinator may, but need not, be a member of the Committee. If the Applicant does not furnish sufficient information with the claim for the Claims Coordinator to determine the validity of the claim, the Claims Coordinator shall indicate to the Applicant any additional information which is necessary for the Claims Coordinator to determine the validity of the claim.

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10.3	Each claim hereunder shall be acted on and approved or disapproved by the Claims Coordinator within 90 days following the receipt by the Claims Coordinator of the information necessary to process the claim.

10.4	In the event the Claims Coordinator denies a claim for benefits in whole or in part, the Claims Coordinator shall notify the Applicant in writing of the denial of the claim and notify the Applicant of his right to a review of the Claims Coordinator’s decision by the Committee. Such notice by the Claims Coordinator shall also set forth, in a manner calculated to be understood by the Applicant, the specific reason for such denial, the specific provisions of the Plan or Agreement on which the denial is based, a description of any additional material or information necessary to perfect the claim with an explanation of why such material or information is necessary, and an explanation of the Plan’s appeals procedure as set forth in this Section.

10.5	If no action is taken by the Claims Coordinator on an Applicant’s claim within 90 days after receipt by the Claims Coordinator, such claim shall be deemed to be denied for purposes of the following appeals procedure.

10.6	Any Applicant whose claim for benefits is denied in whole or in part may appeal from such denial to the Committee for a review of the decision by the Committee. Such appeal must be made within three months after the Applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

	(a)	Request a review by the Committee of the claim for benefits under the Plan; and

	(b)	Set forth all of the grounds upon which the Applicant’s request for review is based on and any facts in support thereof; and

	(c)	Set forth any issues or comments which the Applicant deems pertinent to the appeal.

10.7	The Committee shall regularly review appeals by Applicants. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by the Committee.

10.8	The Committee shall make full and fair review of each appeal and any written materials submitted by the Applicant in connection therewith. The Committee may require the Applicant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The

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		Applicant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided the Committee finds the requested documents or materials are pertinent to the appeal.

10.9		On the basis of its review, the Committee shall make an independent determination of the Applicant’s eligibility for benefits under the Plan. The decision of the Committee on any claim for benefits shall be final and conclusive upon all parties thereto.

10.10		In the event the Committee denies an appeal in whole or in part, the Committee shall give written notice of the decision to the Applicant, which notice shall set forth, in a manner calculated to be understood by the Applicant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan or Agreement on which the Committee’s decision is based.

10.11		No Participant or Beneficiary may commence any legal action based upon the Plan until the procedures specified in this Article have been commenced and completed.

ARTICLE XI

Amendment and Termination

11.1		The Company, by action of the Board, may amend or modify this Plan from time to time or may terminate the Plan if it deems appropriate; provided that no such amendment, modification or termination shall in any way reduce the vested portion of affected Participants’ (or Beneficiaries’) Accounts measured as of the date the amendment, modification or termination is made, or, if later, the effective date of such actions.

11.2		In the event that the Plan is terminated, the Company shall pay all Account balances in a lump sum or in annual installments over three years (with earnings), in its discretion, to Participants (and Beneficiaries of deceased Participants).

11.3		Upon termination of the Plan, all Deferrals and payment of benefits (except as provided in Section 11.2) shall cease.

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ARTICLE XII

Miscellaneous

12.1		The Company’s obligation under the Plan shall in every case be an unfunded and unsecured promise to pay. Participants’ and Beneficiaries’ rights as to benefits hereunder shall be no greater than those of general, unsecured creditors of the Company. The Company shall not be obligated under any circumstances to fund its financial obligations under the Plan, although the Company may establish one or more grantor trusts subject to Code Section 671 to facilitate the payment of benefits hereunder. Any assets which the Company may acquire or set aside to help cover its financial liabilities are and must remain general assets of the Company, and such assets as well as any assets set aside in a grantor trust shall be subject to the claims of its general creditors in accordance with such trust.

12.2		No sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under the Plan shall be valid or recognized by the Company. Neither the Participant, his spouse, or designated Beneficiary shall have any power to hypothecate, mortgage, commute, modify or otherwise encumber in advance of any of the benefits payable hereunder, not shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony, maintenance owed by the Participant or his Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

12.3		The Plan shall be binding upon the Company, its assigns, and any successor company which shall succeed to substantially all of its assets and business through merger, acquisition or consolidation, and upon a Participant, his Beneficiary, assigns, heirs, executors and administrators.

12.4		The terms and conditions of the Plan shall not be deemed to constitute a contract of employment between the Company and an Eligible Associate. Nothing in this Plan shall of itself be deemed to give an Eligible Associate the right to be retained in the service of the Company or to interfere with any right of the Company to discipline or discharge the Eligible Associate at any time.

12.5		Each Eligible Associate shall cooperate with the Company by furnishing any and all information reasonably requested by the Company and take such other actions as may be requested in order to facilitate the administration of the Plan and the payment of benefits hereunder.

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12.6		In case any provisions of this Plan shall be found illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had never been included herein.

12.7		Any notice which shall be or may be given under the Plan, a Participation Agreement or a Deferral Agreement shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to the Company at: 600 Citadel Drive, Commerce, California 90040, Attention: General Counsel; if notice to a Participant, addressed to the last known address on the Company’s personnel records. Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant. Any party may, from time to time, change the address to which notices shall be mailed by giving written notice of such new address.

12.8		A Participant who is on an approved leave of absence with salary, or on approved leave of absence without salary for a period of not more than one year, shall be deemed to be a Participant employed by the Employer during such leave of absence. A Participant who is on an approved leave of absence without salary for a period in excess of one year shall be deemed to have voluntarily terminated his employment as of the end of such one year period.

12.9		The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

12.10		If, for any reason, all or any portion of a Participant’s benefit under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee for a distribution of funds sufficient to meet the Participant’s tax liability (including additions to tax, penalties and interest). Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Company shall distribute to the Participant immediately available funds in an amount equal to that Participant’s federal, state and local tax liability associated with such taxation, which liability shall be measured by using that Participant’s then current highest federal, state and local marginal tax rate, plus the rates or amounts for the applicable additions to tax, penalties and interest. This distribution shall include an additional amount to “gross up” the tax liability distribution to include all applicable taxes on the tax liability distribution and the grossed up amount. If the petition is granted, the tax liability distribution (including gross-up) shall be made within 90 days of the date when the Participant’s petition is

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		granted. Such a distribution shall affect and reduce the benefits to be paid under Articles VI, VII, and VIII hereof.

12.11		The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for associates. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

12.12		The payment of benefits under the Plan to a Participant or Beneficiary shall fully and completely discharge the Company, the Employer, the Board, and the Committee from all further obligations under this Plan with respect to a Participant, and that Participant’s Participation Agreement and any outstanding Deferral Elections shall terminate upon such full payment of benefits.

12.13		Unless the context clearly indicates otherwise, masculine pronouns shall include the feminine and singular words shall include the plural and vice versa.

12.14		Titles and headings of the Articles and Sections of the Plan are included for ease of reference only and are not to be used for the purpose of construing any portion or provision of the Plan document.

12.15		To the extent not preempted by Federal law, this Plan shall be governed by the laws of the State of California.

12.16		This instrument and any Participation Agreement or Deferral Election may be executed in one or more counterparts, each of which is legally binding and enforceable.

IN WITNESS WHEREOF, this Supplemental Deferred Compensation Plan has been executed as of December 1, 1994.

SMART & FINAL INC.

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AND AS AMENDED THROUGH MAY 16, 2000

1^st Amendment		August 29, 1996
2^nd Amendment		February 21, 1997
3^rd Amendment		February 17, 1999
4^th Amendment		February 17, 1999
5^th Amendment		March 31, 1999
6^th Amendment		December 10, 1999
7^th Amendment		May 16, 2000

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EX-10.5 6 dex105.htm DIRECTORS DEFERRED COMPENSATION PLAN Directors Deferred Compensation Plan

Exhibit 10.5

Smart&Final_®

Directors Deferred Compensation Plan

Master Plan Document

Adopted December 1, 1994
As Amended and Restated
Through March 31, 1999

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Master Plan Document

SMART & FINAL INC.
DIRECTORS DEFERRED COMPENSATION PLAN

ARTICLE I

Title and Effective Date

1.1		This Plan shall be known as the Smart & Final Directors Deferred Compensation Plan (hereinafter referred to as the “Plan”).

1.2		This Plan is effective as of December 1, 1994.

ARTICLE II

Definitions

2.1		“Account” means the account established by the Company as a bookkeeping record for each Participant who elects to defer compensation under the Plan and may, at the discretion of the Board, include one or more sub-accounts to reflect amounts credited to a Participant under the various terms of the Plan.

2.2		“Beneficiary” means the person, persons or entity entitled to receive any benefits under the Plan in accordance with Article VII.

2.3		“Board” means the board of directors of the Company.

2.4		“Change in Control” means the purchase or other acquisition after the effective date of the Plan by any person, entity or group of persons, within the meaning of Section 13(d) or Section 14 (d) of the Securities Exchange Act of 1934 (“Act”), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 30 percent or more of either the outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, or the approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to

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		which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Company’s then outstanding securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the Company’s assets.

2.5		“Code” means the Internal Revenue Code of 1986, as amended.

2.6		“Committee” means the Compensation Committee of the Board.

2.7		“Company” means Smart & Final Inc.

2.8		“Covered Compensation” means director’s fees received by a Participant from the Company, whether in cash or in shares of the Company’s common stock, and any other compensation designated by the Committee. For the Plan Year effective January 1, 1999 the Committee authorizes the Deferral at the Participant’s election of (i) grants of common stock of the Company made after January 1, 1999; (ii) common stock of the Company received in partial or full payment for services rendered to the Company; (iii) Restricted (common) Stock of the Company which becomes irrevocably vested in the Participant after January 1, 1999; and (iv) shares of common stock of the Company which become irrevocably vested in the Participant after January 1, 1999 through the proper exercise of options on such stock granted by the Company. These deferral options related to the Company’s common stock shall remain effective for succeeding Plan Years, unless further modified by the Committee. The Committee, in its sole and absolute discretion, may amend or terminate these deferral options related to the Company’s common stock, with such amendment or termination to take effect at the beginning of the following Plan Year.

2.9		“Deferral” means the portion of a Participant’s Covered Compensation that has been deferred in accordance with Section 3.1.

2.10		“Deferral Election” means the written form prescribed by the Committee to indicate the portion of Covered Compensation that the Participant wishes to defer. No Deferral Election shall be effective unless it is returned to the Committee or its designee prior to the relevant Election Date and it is executed by the Company.

2.11		“Disabled” means a physical or mental state of a Participant that would qualify a management associate employed by the Company for disability benefits under the Company’s Long Term Disability Plan, because of medically determinable bodily injury, mental impairment or disease sustained after the date of such person’s

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		designation as a Participant, as determined by the Committee. The Committee may rely on the conclusions reached by any insurance carrier that has issued an insurance policy covering the Participant or any physician chosen by or otherwise acceptable to the Committee.

2.12		“Election Date” means the date by which a Participant must submit a valid Deferral Agreement to the Company. The applicable Election Date is December 31 for the immediately following Plan Year.

2.13		“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.14		“Normal Retirement Date” means the date as of which a Participant has attained age 65.

2.15		“Participant” means an outside director of the Company who has executed a Participation Agreement which has been accepted by the Company, and whose Account balance has not yet been distributed in full.

2.16		“Participation Agreement” means the written form prescribed by the Committee in which a Participant elects to participate in the Plan, to accept benefits provided hereunder and to be bound by the terms of the Plan. The Participant shall also select available distribution and withdrawal options. The Participation Agreement must be returned to the Committee or its designee prior to the Election Date for the first Plan Year in which the Participant is to make Deferrals. No Participation Agreement shall be effective until executed by the Company.

2.17		“Plan” means the deferred compensation plan as described in this instrument, and as amended from time to time. The Plan is intended to constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a group of directors of the Company who are not employees of the Company or its affiliates. As such, the Plan is not intended to be covered by or subject to ERISA.

2.18		“Plan Year” means the calendar year. The first Plan Year in which amounts shall be credited to Participants’ Accounts shall be 1995.

2.19		“Qualified Plan” means the plan qualified under Section 401(k) of the Code which is sponsored by the Company.

2.20		“Retirement” means a Participant’s Severance after the earlier of his Normal Retirement Date or becoming Disabled. A Disabled Participant shall be deemed to retire when his Covered Compensation ceases to be paid.

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2.21

“Severance” means the termination of a Participant’s status as a director of the Company for any reason, and shall include a Participant’s Retirement.

ARTICLE III

Deferral of Compensation

3.1		Each director who has become a Participant in the Plan may, by entering into a Deferral Election for a Plan Year, irrevocably elect to have a portion (not to exceed 100%) of his Covered Compensation for the Plan Year, expressed as either a percentage or a flat dollar amount, deferred and credited to the Participant’s Account in accordance with the terms and conditions of the Plan. A Participant must, at a minimum, elect to defer $2,500 for a Plan Year; provided that this minimum need not be met if Covered Compensation for such Plan Year is insufficient to yield such minimum Deferral in accordance with the Participant’s Deferral Election. No Deferrals shall be permitted after Severance.

3.2		A Participant who has not timely submitted a valid Deferral Election may not defer any Covered Compensation for the applicable Plan Year.

3.3		A Deferral Election remains it effect for the Plan Year to which it applies; provided that Deferrals may, in the sole and absolute discretion of the Committee, be suspended during any period in which the Participant is suffering from a financial emergency, as described in Article VI hereof, or is Disabled; or be modified to correct an error. A Participant must file a new Deferral Election for any subsequent Plan Year. The terms of any Deferral Election may, but need not be, similar to the terms of any prior Deferral Election.

ARTICLE IV

Deferral Account and Crediting

4.1		Amounts deferred by a Participant shall be credited, as of the first day of the month in which such deferred amounts would otherwise be paid to the Participant, to a separate Account maintained by the Company for each Participant as a dollar amount.

4.2		The amount in the Participant’s Account shall be adjusted for gain or loss on the last day of each month based on the performance (net earnings rate) of the investment options selected by the Participant in accordance with Section 4.3. Gain or loss shall be

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		computed as if all amounts credited to the Account pursuant to Article III were credited as of the first day of the month, and all amounts withdrawn from the Account were withdrawn on the last day of the month.

4.3		The Committee shall specify two or more investment funds which shall serve as indices for the investment performance of amounts credited to the Accounts. The Committee shall also permit the total shareholder return on the Company’s common stock to serve as an index for investment performance of amounts credited to the Accounts. The Accounts shall be adjusted to reflect the gain or loss such Accounts would experience had they actually been invested in the specified funds or in the Company’s common stock at the relevant times. The Committee may vary the available investment funds from time to time, but not more frequently than quarterly. Subject to Section 4.5, the Participant may select his investment options for new Deferrals and contributions, or for amounts already credited to his Account, once per calendar quarter effective as of the last day of such quarter.

4.4		Participants shall receive quarterly account statements approximately three weeks following the end of each calendar quarter.

4.5		Notwithstanding any other provision herein, amounts which are elected to be invested in the Company’s common stock may not be moved out of such investment alternative. Such amounts shall be denominated and paid solely in shares of the Company’s common stock.

ARTICLE V

Distributions

5.1

In the event of Retirement, distribution of the value of a Participant’s Account balance shall be made as soon as practicable after such Retirement consistent with the form of distribution specified on the Participant’s Participation Agreement. Available forms shall include either a lump sum payout or five, ten or fifteen annual installments. Accounts subject to installment payout shall continue to be adjusted for gains or losses in the same manner as active Accounts. A Participant may modify any distribution format election at any time prior to the date which is one year before his Retirement, but such election is otherwise irrevocable. Notwithstanding the foregoing, a Disabled Participant may request distribution in the form of a lump sum payout. The Committee, in its sole and absolute discretion, may approve or disapprove such request.

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5.2		A Participant may elect in his Participation Agreement to have one or more distributions of a specified percentage or dollar amount of his Account, not more frequently than once in a Plan Year commencing in his sixth year of participation, provided that the Participant has not had a Severance. A Participant may delay or cancel such distribution at any time prior to the date which is two years prior to the calendar year in which the originally scheduled distribution would take place, but such election is otherwise irrevocable.

5.3		If a Participant has a Severance prior to his Retirement, he shall receive the value of his Account in one lump sum payment as soon as practicable after Severance. Notwithstanding the foregoing, the Committee in its sole and absolute discretion may offer a Participant the option to accept an alternative form of payment. The acceptance of the offer must be in writing, on a form provided by the Committee, and must be received by the Committee not later than ninety days prior to Severance to be effective. Accounts thereby subject to postponed and/or installment alternative payout shall continue to be adjusted for gains or losses in the same manner as active Accounts.

5.4		The Participant shall at all times have a nonforfeitable right to the value of his Account.

5.5		A Participant may, at any time, elect to withdraw all or a portion of the remainder of his Account balance prior to the time such balance is otherwise due and payable, subject to a withdrawal penalty (the amount to be withdrawn prior to application of the withdrawal penalty shall be referred to as the “Withdrawal Amount”, which may not exceed the balance of the Participant’s Account immediately prior to the withdrawal). The Participant shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The withdrawal penalty shall be equal to 10 percent of the Withdrawal Amount. The Participant shall be paid the Withdrawal Amount, less penalty and applicable withholding, within 60 days of his election.

5.6		Subject to Section 4.5, all distributions of a Participant’s Account shall be made in cash, and shall be subject to applicable withholding for taxes.

ARTICLE VI

Hardship Distributions

6.1

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distribution may be allowed only in the event of a financial emergency beyond the Participant’s or Beneficiary’s control as defined in the Qualified Plan. A hardship distribution must be limited to only that amount necessary to relieve the financial emergency, determined under principles similar to those applicable to hardship distributions made under the Qualified Plan.

ARTICLE VII

Death Benefits

7.1	If a Participant dies at any time before his Account has been paid in full, his Beneficiary shall receive the balance of the Participant’s Account as of the date of death in accordance with Section 7.3. Notwithstanding the foregoing, if the Participant dies after Severance but prior to Retirement, and prior to receipt of the lump sum benefit provided in section 5.3, his Beneficiary shall receive only such lump sum benefit, and not the benefits described in this Article.

7.2	In the event that a Participant’s death occurs before Severance and is not attributable to suicide committed within two years of commencement of participation hereunder, there shall be added to the Participant’s Account and paid in accordance with Section 7.3 an amount equal to twice the Participant’s actual Deferrals under Section 4.1 hereof (exclusive of any earnings thereon).

7.3	The portion of the death benefit payable pursuant to Sections 7.1 and 7.2 representing the Account balance shall be paid in three equal annual installments. In addition, interest on the Account, to be paid with each installment, shall be computed in the following manner:

	(a)	Subject to Section 11.1, the Company may, in its discretion, segregate a portion of its general assets equal to the Account balance and invest such portion in a short term, fixed income investment such as an interest bearing bank account or a money market account, in which event the interest credited with respect to the Account shall be equal to the actual yield on the Company’s account.

	(b)	In the event that the trustee of a grantor trust described in Section 11.1 holds funds that are intended by the Committee to be used to pay the death benefit, then the interest credited with respect to the Account shall be equal to the actual positive yield received by the trustee on the investment of such funds.

	(c)	If neither subsection (a) or (b) is applicable, interest shall be credited at the prime rate of interest as reported in the national financial press reduced by 3%

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		per annum, but in no event shall the interest rate determined under this subsection be less than 4% per annum.

	Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion and at the request of a Beneficiary, accelerate any such payments.

7.4	A Participant shall designate his Beneficiary to receive death benefits under the Plan by completing the appropriate form specified by the Committee. If more than one Beneficiary is named, the shares and/or precedence of each Beneficiary shall be indicated. A Participant shall have the right to change the Beneficiary by submitting a Change of Beneficiary form. No beneficiary designation or change of beneficiary shall be effective until received by the Committee. The designation by a married Participant of a Beneficiary other than the Participant’s spouse must be consented to in writing by the spouse.

7.5	If the Committee has any doubt as to the proper Beneficiary to receive payments hereunder, the Committee shall have the right to direct the Company to withhold such payments until the matter is finally adjudicated. However, as provided in Section 11.12 hereof, any payment made by the Company, in good faith and in accordance with the Plan and the directions of the Committee, shall fully discharge the Company, the Employer, the Board and the Committee from all further obligations with respect to that payment.

7.6	In making any payments to or for the benefit of any minor or an incompetent Beneficiary, the Committee, in its sole and absolute discretion, may direct the Company to make a distribution to a legal or natural guardian or other relative of a minor or court appointed committee of such incompetent. Alternatively, the Committee may direct the Company to make a payment to any adult with whom the minor or incompetent temporarily or permanently resides. The receipt of such payment by a guardian, committee, relative or other person shall be a complete discharge of the Company, the Employer, the Board, and the Committee with respect to such payment. Neither of the Board, the Committee, nor the Company shall have any responsibility to see to the proper application of any payments so made.

7.7	If a Participant has not designated a Beneficiary, or if a designated Beneficiary is not living or in existence at the time of a Participant’s death, any death benefits payable under the Plan shall be paid to the Participant’s spouse, if then living, and if the Participant’s spouse is not then living, to the Participant’s estate.

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ARTICLE VIII

Administration of the Plan

8.1		Except for certain functions expressly reserved herein to the Board, the Plan shall be administered by the Committee. All resolutions or other actions taken by the Committee shall be by vote of a majority of those present at a meeting at which a majority of the members are present, or in writing by a majority of all the members at the time in office if they act without a meeting.

8.2		Subject to the terms of the Plan, the Committee shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Committee shall have the exclusive right to interpret the Plan and to make, amend, interpret and enforce all rules adopted in connection with the Plan and to decide any and all matters arising hereunder or in connection with the administration of the Plan. The decisions, actions and records of the committee shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan.

8.3		The Committee may, in the administration of the Plan, employ agents and delegate to them such administrative duties as it deems appropriate and may, from time to time, consult with counsel who may be counsel to the Company.

8.4		The members of the Committee and the officers and directors of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Company.

8.5		To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the compensation of Participants, the date and circumstances of the termination of employment or death of a Participant and such other pertinent information as the Committee may reasonably require.

8.6		The expenses of the Committee properly and actually incurred in the performance of its duties under the Plan shall be paid by the Company.

8.7		The members of the Committee shall serve without bond, and without compensation for their services as Committee members except as the Company may provide in its discretion.

8.8		The committee may, from time to time, designate an agent of the Plan for the service of legal process. The Committee shall cause such agent to be identified in materials it

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		distributes or causes to be distributed when such identification is required under applicable law. In the absence of such a designation, the Company shall be the agent of the Plan for the service of legal process.

8.9		The Company, in its discretion, may obtain, pay for and keep current a policy or policies of insurance, insuring the Committee members, the members of the Board and other associates to whom any responsibility with respect to the administration of the Plan has been delegated against any and all costs, expenses and liabilities (including attorneys’ fees) incurred by such persons as a result of any act, or omission to act, in connection with the performance of their duties, responsibilities and obligations under the Plan and any applicable law.

8.10		If the Company does not obtain, pay for and keep current the type of insurance policy or policies referred to in Section 8.10, or if such insurance is provided but any of the parties referred to in Section 8.10 incur any costs or expenses which are not covered under such policies, then the Company shall indemnify and hold harmless, to the extent permitted by law, such parties against any and all costs, expenses and liabilities (including attorneys’ fees) incurred by such parties in performing their duties and responsibilities under this Plan, provided that such party or parties were not guilty of willful misconduct. In the event that such party is named as a defendant in a lawsuit or proceeding involving the Plan (other than in a lawsuit brought against such party by the Company) the party shall be entitled to receive on a current basis the indemnity payments provided for in this Subsection, provided however that if the final judgment entered in the lawsuit or proceeding holds that the party is guilty of willful misconduct with respect to the plan, the party shall be required to refund the indemnity payments that it has received.

ARTICLE IX

Claims Procedure

9.1		If a Participant or Beneficiary (hereinafter referred to as the “Applicant”) does not receive the timely payment of the benefits which the Applicant believes are due under the Plan, the Applicant may make a claim for benefits in the manner hereinafter provided.

9.2		All claims for benefits under the Plan shall be made in writing and shall be signed by the Applicant. Claims shall be submitted to a representative designed by the Committee and hereinafter referred to as the “Claims Coordinator.” The Claims Coordinator may, but need not, be a member of the Committee. If the Applicant does not furnish

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	sufficient information with the claim for the Claims Coordinator to determine the validity of the claim, the Claims Coordinator shall indicate to the Applicant any additional information which is necessary for the Claims Coordinator to determine the validity of the claim.

9.3	Each claim hereunder shall be acted on and approved or disapproved by the Claims Coordinator within 90 days following the receipt by the Claims Coordinator of the information necessary to process the claim.

9.4	In the event the Claims Coordinator denies a claim for benefits in whole or in part, the Claims Coordinator shall notify the Applicant in writing of the denial of the claim and notify the Applicant of his right to a review of the Claims Coordinator’s decision by the Committee. Such notice by the Claims Coordinator shall also set forth, in a manner calculated to be understood by the Applicant, the specific reason for such denial, the specific provisions of the Plan or Agreement on which the denial is based, a description of any additional material or information necessary to perfect the claim with an explanation of why such material or information is necessary, and an explanation of the Plan’s appeals procedure as set forth in this Section.

9.5	If no action is taken by the Claims Coordinator on an Applicant’s claim within 90 days after receipt by the Claims Coordinator, such claim shall be deemed to be denied for purposes of the following appeals procedure.

9.6	Any Applicant whose claim for benefits is denied in whole or in part may appeal from such denial to the Committee for a review of the decision by the Committee. Such appeal must be made within three months after the Applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

	(a)	Request a review by the Committee of the claim for benefits under the Plan; and

	(b)	Set forth all of the grounds upon which the Applicant’s request for review is based on and any facts in support thereof; and

	(c)	Set forth any issues or comments which the Applicant deems pertinent to the appeal.

9.7	The Committee shall regularly review appeals by Applicants. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by the Committee.

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9.8		The Committee shall make full and fair review of each appeal and any written materials submitted by the Applicant in connection therewith. The Committee may require the Applicant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The Applicant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided the Committee finds the requested documents or materials are pertinent to the appeal.

9.9		On the basis of its review, the Committee shall make an independent determination of the Applicant’s eligibility for benefits under the Plan. The decision of the Committee on any claim for benefits shall be final and conclusive upon all parties thereto.

9.10		In the event the Committee denies an appeal in whole or in part, the Committee shall give written notice of the decision to the Applicant, which notice shall set forth, in a manner calculated to be understood by the Applicant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan or Agreement on which the Committee’s decision is based.

9.11		No Participant or Beneficiary may commence any legal action based upon the Plan until the procedures specified in this Article have been commenced and completed.

ARTICLE X

Amendment and Termination

10.1		The Company, by action of the Board, may amend or modify this Plan from time to time or may terminate the Plan if it deems appropriate; provided that no such amendment, modification or termination shall in any way reduce the vested portion of affected Participants’ (or Beneficiaries’) Accounts measured as of the date the amendment, modification or termination is made, or, if later, the effective date of such actions.

10.2		In the event that the Plan is terminated, the Company shall pay all Account balances in a lump sum or in annual installments over three years (with earnings), in its discretion, to Participants (and Beneficiaries of deceased Participants).

10.3		Upon termination of the Plan, all Deferrals and payment of benefits (except as provided in Section 10.2) shall cease.

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ARTICLE XI

Miscellaneous

11.1		The Company’s obligation under the Plan shall in every case be an unfunded and unsecured promise to pay. Participants’ and Beneficiaries’ rights as to benefits hereunder shall be no greater than those of general, unsecured creditors of the Company. The Company shall not be obligated under any circumstances to fund its financial obligations under the Plan, although the Company may establish one or more grantor trusts subject to Code Section 671 to facilitate the payment of benefits hereunder. Any assets which the Company may acquire or set aside to help cover its financial liabilities are and must remain general assets of the Company, and such assets as well as any assets set aside in a grantor trust shall be subject to the claims of its general creditors in accordance with such trust.

11.2		No sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under the Plan shall be valid or recognized by the Company. Neither the Participant, his spouse, or designated Beneficiary shall have any power to hypothecate, mortgage, commute, modify or otherwise encumber in advance of any of the benefits payable hereunder, not shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony, maintenance owed by the Participant or his Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

11.3		The Plan shall be binding upon the Company, its assigns, and any successor company which shall succeed to substantially all of its assets and business through merger, acquisition or consolidation, and upon a Participant, his Beneficiary, assigns, heirs, executors and administrators.

11.4		The terms and conditions of the Plan shall not be deemed to constitute a contract of employment between the Company and a director. Nothing in this Plan shall of itself be deemed to give a director the right to be retained as a director of the Company or to interfere with any right of the shareholders to remove or fail to re-elect a director at any time.

11.5		Each Participant shall cooperate with the Company by furnishing any and all information reasonably requested by the Company and take such other actions as may be requested in order to facilitate the administration of the Plan and the payment of benefits hereunder.

11.6		In case any provisions of this Plan shall be found illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be

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		construed and enforced as if such illegal and invalid provision had never been included herein.

11.7		Any notice which shall be or may be given under the Plan, a Participation Agreement or a Deferral Agreement shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to the Company at: 600 Citadel Drive, Commerce, California 90040, Attention: General Counsel; if notice to a Participant, addressed to the last known address on the Company’s records. Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant. Any party may, from time to time, change the address to which notices shall be mailed by giving written notice of such new address.

11.8		A Participant who is on an approved leave of absence for a period of not more than one year, shall be deemed to be a Participant serving as a director during such leave of absence. A Participant who is on an approved leave of absence for a period in excess of one year shall be deemed to have voluntarily terminated his directorship as of the end of such one year period.

11.9		The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

11.10		If, for any reason, all or any portion of a Participant’s benefit under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee for a distribution of funds sufficient to meet the Participant’s tax liability (including additions to tax, penalties and interest). Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Company shall distribute to the Participant immediately available funds in an amount equal to that Participant’s federal, state and local tax liability associated with such taxation, which liability shall be measured by using that Participant’s then current highest federal, state and local marginal tax rate, plus the rates or amounts for the applicable additions to tax, penalties and interest. This distribution shall include an additional amount to “gross up” the tax liability distribution to include all applicable taxes on the tax liability distribution and the grossed up amount. If the petition is granted, the tax liability distribution (including gross-up) shall be made within 90 days of the date when the Participant’s petition is granted. Such a distribution shall affect and reduce the benefits to be paid under Articles V, VI, and VII hereof.

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11.11		The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for directors. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

11.12		The payment of benefits under the Plan to a Participant or Beneficiary shall fully and completely discharge the Company, the Employer, the Board, and the Committee from all further obligations under this Plan with respect to a Participant, and that Participant’s Participation Agreement and any outstanding Deferral Elections shall terminate upon such full payment of benefits.

11.13		Unless the context clearly indicates otherwise, masculine pronouns shall include the feminine and singular words shall include the plural and vice versa.

11.14		Titles and headings of the Articles and Sections of the Plan are included for ease of reference only and are not to be used for the purpose of construing any portion or provision of the Plan document.

11.15		This Plan shall be governed by the laws of the State of California.

11.16		This instrument and any Participation Agreement or Deferral Election may be executed in one or more counterparts, each of which is legally binding and enforceable.

IN WITNESS WHEREOF, this Directors Deferred Compensation Plan has been executed as of December 1, 1994.

SMART & FINAL INC.

AND AS AMENDED THROUGH MARCH 31, 1999

1^st Amendment		August 29, 1996
2^nd Amendment		February 17, 1999
3^rd Amendment		March 31, 1999

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EX-10.22 7 dex1022.htm AGREEMENT, DATED JUNE 5, 2002 THROUGH JUNE 5, 2006 Agreement, dated June 5, 2002 through June 5, 2006

Exhibit 10.22

AGREEMENT

between

SMART & FINAL FOODSERVICE DISTRIBUTORS

and

FOOD DISTRIBUTORS EMPLOYEES ASSOCIATION

(JUNE 5, 2002 THROUGH JUNE 5, 2006)

TABLE OF CONTENTS

	ARTICLES OF AGREEMENT	3

ARTICLE I	RECOGNITION	3

ARTICLE II	HOURS OF WORK	4

ARTICLE III	REPORTING TIME PAY	5

ARTICLE IV	GRIEVANCES	6

ARTICLE V	PAYDAYS	6

ARTICLE VI	CLASSIFICATIONS AND WAGES	7

ARTICLE VII	SENIORITY	8

ARTICLE VIII	INSURANCE BENEFITS – LIFE, MEDICAL, DENTAL & VISION	9

ARTICLE IX	RETIREMENT BENEFITS	10

ARICLE X	HOLIDAY PAY	10

ARTICLE XI	VACATIONS	11

ARTICLE XII	SICK PERSONAL NECESSITY LEAVE	13

ARTICLE XIII	JURY DUTY	14

ARTICLE XIV	FUNERAL LEAVE	15

ARTICLE XV	MISCELLANEOUS PROVISIONS	15

ARTICLE XVI	NO STRIKE – NO LOCKOUT	16

ARTICLE XVII	JOB POSTING	16

ARTICLE XVIII	INSURANCE COVERAGE	18

ARTICLE XIX	EXAMINATIONS	19

ARTICLE XX	DURATION OF AGREEMENT	20

EXHIBIT A	CLASSIFICATIONS OF WAGES	22

ARTICLES OF AGREEMENT

     THIS AGREEMENT made and entered into, by, and between Smart & Final Foodservice Distributors, hereafter referred to as the “Company” and the FOOD DISTRIBUTORS EMPLOYEES ASSOCIATION, hereafter referred to as the “Association”. This agreement between the Company and the Association recognizes the inclusion of the Davis Lay Produce distribution associates.
     It is mutually agreed the Company’s obligation to operate its business profitably and to fulfill its obligation to its associates should not be obstructed by disputes between the Company and the associates.
     It is therefore the intent of the parties hereto, to set forth herein, their agreements with respect to rates of pay, hours of work, and conditions of employment to be observed by the Company and the associates covered by this Agreement to provide procedures for equitable adjustments of grievances, to prevent interruptions of work, work stoppages, slow downs, or other interference’s with the work of the Company during the life of the Agreement, and to promote harmonious relations between the Company and the associates.

ARTICLE 1	RECOGNITION

Section 1	The Company hereby recognizes the Association as the exclusive bargaining representative for warehouse and transportation associates employed out of the Stockton facility and service areas handled by the Stockton facility. The Company will offer Associates the opportunity to transfer with credit for years of service should the facility be relocated during the term of this agreement. Furthermore, the Collective Bargaining Agreement will continue to be in effect if any relocation is within 90 miles of the Stockton facility.

Section 2	Current management policy directives of the Company shall be applicable to associates covered by the Agreement except to the extent such directives conflict with any provisions in this Agreement. Should the current management directives be modified, added to or deleted from, the Company will give seventy – two (72) hours notice of such action to the Association and provide the Association with an opportunity to meet and confer concerning such changes. The Company agrees to notify the Executive Board of the Association within twenty-four (24) hours, prior to the seventy-two (72) hours notice to meet and confer regarding major work related issues affecting Association employees such as work rules, work hours and/or work schedule.

Section 3	If a majority of the assets or majority of the stock of the Company is sold to a purchaser which is not affiliated with Smart & Final, Inc., the Company will obtain agreement of the purchaser to assume the Company’s obligations under this Agreement. In addition, the Company will consider severance pay for any full-time associates who are not offered employment by the purchaser.

ARTICLE II	HOURS OF WORK

Section 1	A workday is defined as a twenty-four (24) consecutive hour period beginning with the start-time for each respective shift. The workday shall be eight (8), ten (10), or thirteen (13) continuous hours interrupted by a non-paid lunch break of not less than one- half (1/2) hour taken at approximately the middle of the scheduled shift. A workweek is defined as seven (7) consecutive workdays beginning at the same time each calendar week. The normal workweek consists of five (5) 8 hour days, four (4) 10 hour days, three (3) 13 hour days of work or any combination thereof that would guarantee 39 or 40 hours.

	Lunch Periods - 8 or 10 hour day = 1 - 30 minute lunch break 13 hour day = 1 - 30 minute lunch break.

Section 2	For warehouse associates, a rest period of 15 minutes is allowed in each half of the associate’s regular work shift.

Section 3	The Company has the right to add additional shifts, or eliminate shifts and change working schedules. The Company agrees it shall discuss changes with the Association in advance of a least seventy-two (72) hours prior to any changes except that routing changes may occur on a daily basis. The Company and Association must meet and approve any new bid procedures prior to its implementation.

Section 4	The Association recognizes, due to the nature of their duties, certain associates must be scheduled to start prior to or after the normal work shifts. In respect to seniority, when hours of work and days off change for more than two (2) weeks, jobs must be posted as

	a new bid unless mutually agreed otherwise. (refer to Article XVIII, Section 7)

Section 5	All full-time associates who report for and complete all regularly scheduled work in the workweek will be guaranteed 39 or 40 hours. Associates will receive a bid schedule defining a regular work week.

Section 6	Where an associate is scheduled for five (5) eight (8) hour days, overtime will begin after eight (8) hours worked in the workday, or after forty (40) hours worked in the workweek.

Section 7	Where an associate is scheduled for four (4) ten (10) hour days overtime will begin after ten (10) hours worked in the workday, or after forty (40) hours worked in the workweek.

Section 8	Where an associate is scheduled for three (3) thirteen (13) hour days, overtime will begin after thirteen (13) hours worked in the workday, or after thirty-nine (39) hours worked in the workweek.

Section 9	In order to qualify for overtime pay on an unscheduled work day, an associate must complete all regularly scheduled work for the week before receiving the overtime rate of pay. Paid holidays, vacation and sick days (paid time-off) will be part of the scheduled week if time off taken occurs during the regular work schedule. Associates who are involuntarily relieved of regularly scheduled work are eligible for the overtime rate of pay when working an unscheduled work day. Associates must be notified of daily overtime work no later than the last break period, at least two (2) hours, prior to the end of the regular shift.

ARTICLE III	REPORTING TIME PAY

Section 1	Each workday an associate reports for work as required, but is not put to work or is furnished less than one-half of the associate’s usual or scheduled day’s work, the Associate shall be paid for half the usual or scheduled day’s work, but in no event for less than four (4) hours, at the associate’s regular rate of pay.

	(When an associate reports for 5/8’s, he/she shall be paid no less than half of his/her regular scheduled day – four (4) hours. When an

	associate reports for 4/10’s he/she shall be paid no less than half his/her regular scheduled day – five (5) hours. When an associate reports for 3/13’s, he/she shall be paid no less than half of his/her regular scheduled day – six and a half (6.5) hours.)

ARTICLE IV	GRIEVANCES

Section 1	It is the desire and agreement of the parties to this Agreement that any dispute or grievance which might arise concerning the interpretation or application of this Agreement be decided pursuant to the below grievance procedure.

Section 2	The Company has ten (10) working days to take action against an associate from the day of the incident. The associate may file a grievance within ten (10) working days after the Company takes action. A grievance based on discharge must be filed within seven (7) days after the Company action. The Executive Board of the Association must be notified within twenty-four (24) hours of the associate’s discharge. To resolve such grievances, it is hereby agreed that for the life of this Agreement, a Grievance Board shall be created consisting of four (4) members, two (2) members to be appointed by the Association and two (2) members to be appointed by the Company. A majority vote of all members of the Board shall be necessary for any action. Any action of the Board taken upon a grievance shall be final and binding on all parties concerned with the grievance.

Section 3	If the majority of the Board does not agree upon the matter submitted to it twenty-four (24) hours after final submission, the Board may call in a fifth (5th) person acceptable to the majority of the Board, such fifth (5th) person being called an Arbitrator. Both parties also agree to a forty-five (45) day period following the two-on-two grievance board to select an arbitrator. The Arbitrator shall resolve the grievance, and such resolution shall be final and binding upon all parties concerned with the grievance. Losing party shall be responsible for any fees of the arbitrator.

ARTICLE V	PAYDAYS

Section 1	All associates shall be paid their wages in full each week on designated paydays.

Section 2	Should there be an acknowledged Company error over $100 on an associate’s paycheck, associate will be paid within twenty-four (24) hours if requested. Any acknowledge Company error under $100 will be paid the next scheduled pay period. If a pay correction is not made by the next scheduled pay period, the associate will receive a manual check within twenty-four (24) hours.

ARTICLE VI	CLASSIFICATIONS AND WAGES

Section 1	Classifications and wage rates are set forth hereafter in Exhibit “A” attached hereto and by reference made a part hereof, and are effective hours worked on and after the dates shown thereon.

Section 2	A regular full-time associate is one who is designated as such by the Company, and is regularly scheduled to work a minimum of forty (40) hours a week, or a minimum of thirty-nine (39) hours for associates regularly scheduled to work a three (3) thirteen (13) hour day/ workweek.

Section 3	A regular part-time associate is one who is designated as such by the Company, and is under normal operating conditions, regularly scheduled to work less than a thirty-two (32) hour workweek. Part time associates may be required to work more than thirty-two (32) hours in a week in order to meet the Company’s operating needs. The Company will ensure that a part-time associate works no more than 1,664 hours during an entire year. If any part-time associate works more than 1,664 hours during a year, then the next part-time associate in seniority will be promoted to full-time status.Year is defined as January 1 through December 31.

Section 4	No more than twenty-five percent (25%) of the warehouse will be made up of regularly scheduled part-time associates. Newly hired part-time associates will not be counted in this ratio until training is complete. The training period is 90 days. A maximum of five (5) newly hired part time associates will be placed on each shift. It is understood that this number may be modified with the agreement of both the Company and the Association.

Section 5	No more than fifteen percent (15%) of the driver group will be made up of regularly scheduled part-time associates.

Section 6	All handling, movement and distribution of product to be done by Association members only.

ARTICLE VII	SENIORITY

Section 1	In the case of a reduction of force due to slackness of work, part time associates will be laid off before any full-time associates will be laid off. The last part-time associate hired shall be the first associate laid off, and in rehiring the last part-time associate laid off will be the first associate rehired.

Section 2	Preference in the selection of overtime, vacation periods, bidding, start-time and days off will be based upon seniority. Start times within windows of three (3) hours will be considered a shift.

Section 3	Seniority is defined as the period of time from the date of hire as a full time Association member. Employment probationary period is ninety (90) consecutive days for new hire full-time associates. All part-time associates are on a permanent probationary status.

Section 4	Seniority shall be broken by discharge for cause, resignation, or six (6) consecutive months of unemployment, excluding Workers Compensation cases.

Section 5	A leave of absence granted by the Company (in writing) shall not interrupt continuity of employment or be considered a break in seniority.

Section 6	To be a regular full time associate and receive benefits, an associate hired to fill a regular full time associate position must satisfactorily complete ninety (90) consecutive days as a regular associate. An Associate moving from part time to full time associate status must satisfactorily complete thirty (30) consecutive days in full-time status and not less than ninety (90) consecutive days of total service as an associate with the Company to receive benefits.The Executive Board of the Association must be notified within twenty-four (24) hours after a part-time associate becomes a full-time Association member.

Section 7	A no over-time list for the warehouse will be created each calendar quarter. Up to 10% of each shift may sign-up for the no over-time status and will be filled by seniority. It will be up to the associates on the no over-time list to accept or deny daily or weekly over-time. It is understood that the Company can use part-time associates to fill-in when needed to cover unexpected business demands, however, full time associates will be asked to perform overtime first.

ARTICLE VIII	INSURANCE BENEFITS - LIFE, MEDICAL, DENTAL, VISION

Section 1	The Company will provide its insurance plans for regular full-time associates and their dependents with no increase in associate contribution until June 5, 2003. Effective June 5, 2003, associates contribute 15% of the premium cost for HMO Medical, Dental and Vision Plans (limited to an 8% annual cap) as follows:

	June 5, 2003			June 5, 2004			June 5, 2005			June 5, 2006

Single	$	7.81	/wk	$	8.44	/wk	$	9.12	/wk	$	10.48	/wk
Associate +1	$	16.31	/wk	$	17.62	/wk	$	19.03	/wk	$	20.55	/wk
Associate +2 or more:	$	23.90	/wk	$	25.81	/wk	$	27.87	/wk	$	30.10	/wk

Associates who waive health benefits coverage will be reimbursed equal to the weekly contribution. Associate must provide proof of insurance coverage to receive reimbursement

PPO Medical plans also will not increase in associate contribution until June 5, 2003. PPO plan participants will then contribute 15% premium cost sharing subject to a maximum increase of no more than 8% per year.

The Company will increase company-paid life insurance to two times salary effective January 1, 2004.

ARTICLE IX	RETIREMENT BENEFITS

Section 1	The Company will match a minimum of 75% of an associate’s elective deferral contribution to Company’s 401(k) Plan up to, but not exceeding 6% of the associate’s compensation.

ARTICLE X	HOLI DAY PAY

Section 1	Paid holidays shall be New Years Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, Christmas Day and four (4) floating holidays.

	In order to be entitled to holiday pay, an associate must work his/her full scheduled workday immediately preceding and immediately following the holiday except for excusable absences such as illness, or injury. A Doctors’ note will be required to qualify for holiday pay based on illness. In addition, all floating holidays must be used each calendar year.

Section 2	Regular full-time associates shall be received holiday pay as follows: Each regular eight (8) hour associate will be granted eight (8) hours pay and each regular ten (10) hour associate will be granted ten (10) hours pay for each paid holiday and each regular thirteen (13) hour associate will receive thirteen (13) hours of pay if the holiday falls on a regularly scheduled workday. If the holiday falls on an unscheduled work day the associate will receive eight (8) hours of straight paid time.

Section 3	In addition to the holiday pay specified in Section 2, an associate working on a paid holiday shall receive time and one-half (1/2) for all hours worked on such paid holiday. Paid holiday ends at 12:00 (midnight), the remaining shift is paid on straight time pay.

Section 4	If during a holiday week, full time associates are required to work an additional day (other than a regularly scheduled day), such work shall be compensated at one time plus one-half (1.5) for all hours worked on that day as long as the associate completed all regularly scheduled work for the holiday work week. All paid time-off available (vacation, sick, holidays) will apply to a regularly scheduled work week. Associates who are involuntarily relieved of regularly scheduled work are eligible for the overtime rate of pay when working an unscheduled work day.” (Refer to Article II, Section 9)

Section 5	If a holiday falls during a thirty (30) day period following an associate’s absence from work due to illness or disability, such associate shall receive full pay for the holiday.

Section 6	Floating holiday bidding for four (4) holiday floaters will begin in December of the previous year.

Section 7	The number of paid holidays shall not decrease during the length of this agreement. Adding additional holidays will be controlled by corporate Smart & Final in Los Angeles. The Company will immediately modify the holiday policy when such changes are made at the corporate level.

ARTICLE XI	VACATIONS

Section 1	Each regular full time associate during their first year of employment will accrue vacation at the rate of one week per year up to a maximum accrual of one week. No vacation may be taken until January 1st of the year following commencement of employment or full-time status.

Section 2	Each regular full time associate who has been employed one to four years shall accrue vacation at the rate of two weeks per year to a maximum accrual of four weeks vacation. Once the maximum accrual is reached, no more vacation will be accrued until the

	associate takes vacation and the accrued vacation falls below the maximum accrual.

Section 3	Each regular full time associate who has been employed five (5) through twelve (12) years shall accrue vacation at the rate of three (3) weeks per year up to a maximum accrual of six (6) weeks vacation. Once the maximum accrual is reached, no more vacation will be accrued until the associate takes the vacation and the accrued vacation falls below the maximum accrual.

Section 4	Each regular full time associate who has been employed thirteen (13) years through seventeen (17) years shall accrue vacation at the rate of four weeks per year up to a maximum accrual of eight (8) weeks vacation. Once the maximum accrual is reached, no more vacation shall be accrued until the associate takes the vacation and the accrued vacation falls below the maximum accrual.

Section 5	Each regular full time associate who has been employed eighteen (18) years or more shall accrue vacation at the rate of five weeks per year up to a maximum accrual of ten weeks vacation. Once the maximum accrual is reached, no more vacation will be accrued until the associate takes the vacation and the accrued vacation falls below the maximum accrual.

Section 6	As of January 1 of any year, an Associate may take the amount of vacation the associate will be entitled to as of the associate’s next date, even if the associate’s actual accrued vacation is less than the amount that would be accrued as of the anniversary date. However, the associate’s vacation accrual will be debited for the amount of vacation taken in excess of actually accrued vacation and subsequent accruals will be applied to the debited vacation until it has been repaid.

Section 7	Continuity of service for the purpose of receiving full vacation benefits, as set forth above, shall not be considered broken because of illness, disability, or layoffs, provided such absences do not exceed ninety (90) working days per year.

Section 8	When a recognized holiday falls within an associate’s paid vacation, such associate shall receive an additional day’s pay.

Section 9	Any regular full time associate who resigns or is terminated shall receive his/her accrued vacation as of the date of the termination of employment.

Section 10	Vacations will be scheduled by considering length of service. Ten (10) percent of the shift can be scheduled for vacation at one time.

Section 11	Commencing April 2, 2000 each regular full-time Associate may annually bid one week of vacation in one (1) day increments. All remaining vacation must be taken in forty (40) hour increments.

Section 12	Vacation bidding will begin in December of the previous year.

Section 13	The weeks of paid vacations shall not decrease during the length of this agreement. Adding additional weeks will be controlled by corporate Smart & Final in Los Angeles. The company will immediately modify the vacation policy when such changes are made at the corporate level.

ARTICLE XII	SICK/PERSONAL NECESSITY LEAVE

Section 1	Regular associates covered by the Agreement, who have been continuously employed by the Company for a period of a least one (1) year, shall thereafter be entitled to forty (40) straight-time hours of sick and/or personal necessity leave with pay per year of continuous employment

	1.	Commencing July 23, 2000 up to five (5) days of unused sick leave benefits in any one (1) year may be paid to each regular full-time associate. This time shall be paid on the associate’s anniversary date at a pay rate based on his/her straight-time hourly rate in effect on such anniversary date. Should an associate choose not to exercise the annual sick pay-out, unused sick leave benefits in any one (1) year shall accumulate from year to year up to a maximum thirty-five (35) eight (8) hour days or two hundred-eighty (280) hours. Unused sick leave accumulated in excess of thirty-five (35) days (280 hours) shall be paid on the associate’s anniversary date up to a maximum of five (5) days based upon his/her straight-time hourly rate in effect on such anniversary date. In the event an associate should leave the company (termination or voluntary), any unused sick time shall be paid out at a pay rate

		based upon his/her straight-time hourly rate in effect at the time of separation.

	2.	Sick benefit allowance for bona fide illness or accident will commence with the first working day’s absence. Where workman’s compensation or UCD payments cover all or part of the period during which benefits under the provision are paid, the sum of the two shall not exceed the payments provided for herein for said period.

Section 2	Personal necessity for which leave and benefits may be granted shall be determined in advance of the absence by the Company in consultation with the associate, unless an emergency dictates no advance notice. In an emergency, the associate should call in as soon as possible.

ARTICLE XIII	JURY DUTY

Section 1	When summoned to jury duty, an associate who has one (1) or more years of seniority with the Company shall be paid the difference between jurors’ compensation and regular straight time wages for jury service, provided he/she exhibits to the Company his/her properly endorsed check and permit the Company to copy the check or voucher he/she received for such service. This policy shall apply only in cases where an associate is summoned to jury duty in any Municipal County, State or Federal court, and shall not apply to voluntary jury duty, such as service on a coroner’s jury.

	Associates must come to work on days when they are not required to be present for jury duty. If an associate is excused from jury duty service and there a four (4) or more hours remaining in their work shift, on a scheduled workday, they shall immediately report for work to complete the remaining hours of this scheduled work shift. In the event the associate does not return to work or it is a hardship (geographically, etc.), he/she may request incentive time or voluntary time off.

Section 2	Each associate is entitled to one trial over the duration of the agreement.

ARTICLE XIV	FUNERAL LEAVE

Section 1	In the event of a death in the immediate family of an associate who has one (1) or more years of seniority with the Company, he/she shall, upon request, be granted such time off with pay as is necessary to make arrangements for the funeral and attend same, not to exceed three (3) regularly scheduled working days if the funeral is held within the State of California, and not to exceed five (5) regularly scheduled working days, if the funeral is held outside the State of California. The provision does not apply if the death occurs during the associate’s paid vacation, or while the associate is on leave of absence, layoff or sick leave. Funeral leave covered in this section can not be refused.

Section 2	For the purpose of this Article, the immediate family shall be restricted to associate’s father, mother, brother, sister, spouse, child, mother-in-law, father-in-law, step-mother, step-father, grandparents, and grandchildren.

Section 3	Funeral leave applies only in instances in which the associate attends the funeral, or is required to make funeral arrangements, but is not applicable for other purposes such as settling the estate of the deceased.

ARTICLE XV	MISCELLANEOUS PROVISIONS

Section 1	No one but associates working under the jurisdiction of this agreement, with the exception of the Director of Transportation, or any company authorized representative acting in their respective capacities, shall accompany the drivers in their route.

Section 2	The Company may require associates to wear safety-related equipment or clothing depending on the nature of the work performed. Such safety-related equipment or clothing will be issued at the Company’s expense. Replacement will be provided by the Company on an “as needed-exchange basis”. Lost or negligently damaged items will be replaced, however, the associate will be required to authorize payroll withholding to cover the cost thereof.

Section 3	Officers of the Association, will be allowed access to records for hours worked for the warehouse, drivers, and part-time associates. Any such review will take place during Officer’s off-time and at a time convenient for the Human Resources Department.

Section 4	Associates are allowed representation and counseling. All issues needing representation will take place during the associate in question scheduled work shift. All other problems/issues will take place during off-hours.

Section 5	The Company agrees to authorize payroll deduction for collection of dues.

Section 6	Associates who leave the Association for any non-Association position will retain full seniority should he or she return to the Association within ninety (90) days.

ARTICLE XVI	NO STRIKE – NO LOCKOUT

Section 1	The Association agrees that during the term of this Agreement there shall be no strike, work stoppage, picketing, slowdown, withholding of work, or interference of any kind or nature with the operations of the Company in any manner the Association or individual associates.

Section 2	The Company agrees that during the term of this Agreement neither it nor its representatives will put in effect a lockout. It is understood and agreed that a shutdown for economic reasons, or when cessation of work is due to circumstances beyond the Company’s control, shall not be considered a lockout.

ARTICLE XVII	JOB POSTING

Section 1	All Association jobs shall be posted for a period of seven (7) days to allow interested associates to apply for such jobs. Associates on sick leave or vacation for seven (7) days or less must be notified of posted position. Postings will be placed at locations agreed by both parties.

Section 2	After the posting period for a job opening, the Company shall determine which associate is to receive the job opening on the basis of seniority. It is understood and agreed that for part time Associate bidding on full-time job openings, the determination will be on the basis of qualifications, past work performance, and length of employment with the Company.

Section 3	All vacated posted jobs will be re-posted within five (5) working days. It is understood that some bid jobs will be added or eliminated during the course of the year.

Section 4	The Company and associates have a 90 day probation period to determine if associates will remain at the posted job. If it is determined that the associate does not qualify, he will go back to the order selecting pool according to the level of seniority in the warehouse and the next associate in the line of seniority that signed the posting shall receive that posting. Drivers will go back to relief. The Company will show just cause based on performance.

Section 5	During the ninety (90) day probation, if another posting becomes available, the associate may not sign up for the open bid.

Section 6	Warehouse positions will re-bid yearly. In 1998, the bidding process will begin in April with the bid effective in May. Thereafter and for the life of the agreement, the bidding process will take place in December with the bid effective in January. The Company may re-bid during the course of the year based upon business needs.

	Any jobs posted within a thirty (30) day period following new bid will be open to associates by seniority.

	Driver bids will occur every two years during the life of the agreement. In 1998, the bidding process will begin in April with the bid effective in May. Thereafter, the bidding process will take place in March with the bid effective that April. It is understood that the store driver bids will fluctuate based on the stores selling cycles so changes will be made to the bid as needed. The Company may re-bid during the course of the year based upon business needs.

Section 7	The warehouse order selection pool will be used to replace jobs that temporarily open up due to sickness, vacations, etc. It is understood

	that it is the Company’s decision whether to replace a bid during the course of the week.

ARTICLE XVIII	INSURANCE COVERAGE

Section 1	If the Company’s insurance carrier notifies the Company that it will not insure a driver at the normal and regular premium rate charged to the Company to insure all other Drivers, the Driver shall be placed in the Warehouse and pay rate.

Section 2	If a Driver’s driving privilege is suspended or revoked for other than driving under the influence, the Driver shall be placed in the warehouse order selection pool position and receive a pay rate based on his/her hours worked.

Section 3	If a Driver’s driving privilege is suspended or revoked for driving under the influence, or if the Company’s insurance carrier notifies the Company that it will not insure a Driver at the normal or regular premium wage charged to the Company to insure all other Drivers because of such a suspension or revocation for driving under the influence, the Driver shall be immediately terminated from the employment of the Company.

Section 4	Should the Company’s insurance carrier notify the Company that the insurability of a Driver is in jeopardy because of the Driver’s driving record, the Company shall caution, warn the Driver concerning such as requested by the insurance carrier.

Section 5	If the Company changes insurance carriers that have different standards or requirements, the Company shall ensure that all drivers are covered during the duration of this agreement.

ARTICLE XIX	EXAMINATIONS

Section 1	The Company and the Association recognize that the use of alcohol or drugs by the associate during work hours, being under the influence of alcohol or drugs when in the workplace, or to have alcohol or drugs present in associate’s system during work time, poses a serious problem and threat to the Company and to associate safety and therefore will not be condoned.

Section 2	The Company and Association reaffirm the applicability of the Company’s Alcohol and Drug Policy to associates covered by the Association Agreement and hereby incorporate said policy into this agreement by reference.

Section 3	Any associate of the Company considered for transfer into a job classification covered by the Association Agreement will be required to complete an alcohol and drug test and receive a negative test result prior to regular assignment to such a position.

Section 4	Associates covered by the Association Agreement being promoted from part-time status to full time status for job classification covered by the Association Agreement will be required to complete an alcohol and drug test and receive a negative result prior to and in conjunction with a pending promotion.

Section 5	Associates covered by the Association Agreement will be subject to random alcohol and drug testing when required by the Company.

Section 6	The Company will test for alcohol and/or any prohibited substance in associate’s system after every work incurred industrial accident or significant incident involving product or equipment damage or personal injury.

Section 7	It shall be cause for termination of employment for any associate covered by the Association Agreement to use alcohol or drugs during work hours for any associate to be under the influence of alcohol or drugs in the workplace or for any associate to test positive on any company required alcohol or drug test.

Section 8	If an associate comes forth and admits to a drug or alcohol problem, the company shall follow Federal or State guidelines to assist the associate in a recovery program without fear of termination. It is understood that the associate must come forward before any incident

	involving reasonable cause for suspicion occurs or notification that random testing is to occur.

ARTICLE XX	DURATION OF AGREEMENT

Section 1	The provisions of the Agreement shall remain in full force and effect from June 5, 2002, through June 5, 2006, subject to the following terms and conditions.

Section 2	This Agreement may be reopened by either party for changes, amendment or termination to be effective at a date following the expiration of this Agreement by giving written notice to the other party, not less than sixty (60) days prior to the expiration date of this Agreement. Failure of any party to give such sixty (60) days written notice will continue the Agreement for another year, and from year to year thereafter until and unless such written notice is given.

SMART & FINAL FOOD SERVICE DISTRIBUTORS


	Dated: 7/11/02	By:	/s/ MARK CARTWRIGHT

			Mark Cartwright, President

	Dated: 7/10/02	By:	/s/ TOM KAISER

			Tom Kaiser, Vice President-Human Resources

FOOD DISTRIBUTORS EMPLOYEES ASSOCIATION

	Dated: 7/26/02	By:	/s/ FERNANDO VASQUEZ

			Fernando Vasquez, President

Dated: 7/26/02	By:	/s/ REMO SERBO

		Remo Serbo, Vice President

Dated: 7/26/02	By:	/s/ MARIO FLORES

		Mario Flores, Treasurer

EXHIBIT A

CLASSIFICATION AND WAGES

Effective August 16, 1998, the Company will institute a night shift premium. All warehouse and driver associates overlapping work on their regular scheduled bid between the hours of 11:00 P.M. and 3:00 A.M. will be entitled to a twenty-five cent ($.25) premium per hour.

CLASSIFICATION AND WAGES – EXHIBIT A

Effective
June 5, 2002

Effective
June 5, 2003

Effective
June 5, 2004

Effective
June 5, 2005

Warehouse

17.65

18.05

18.55

19.05

Class A Driver

19.65

20.05

20.55

21.05

Class B Driver

17.40

17.80

18.30

18.80

*Yard Drivers must have a Class A License

Any driver pay incentive must be offered to all drivers who perform similar work.

CLASSIFICATION AND WAGES – EXHIBIT B

New Hires w/2+yrs experience WAREHOUSE HIRED After June 5, 2002			New Hires w2+yrs experience CLASS A DRIVER HIRED After June 5, 2002				New Hires w/2+yrs experience CLASS B DRIVERS HIRED After June 5, 2002

Hours Worked		Hourly Rate		Hours Worked		Hourly Rate		Hours Worked		Hourly Rate

0-2080	$	13.00		0-2080	$	16.00		0-2080	$	13.00
2081-4160	$	14.50		2081-4160	$	17.00		2081-4160	$	14.00
4161-6240	$	16.00		4161-6240	$	18.00		4161-6240	$	15.00
6241+		Top Rate		6241+		Top Rate		6241+		Top Rate

New Hires without Experience WAREHOUSE HIRED After June 5, 2002			New Hires without experience CLASS A DRIVER HIRED After June 5, 2002				New Hires without Experience CLASS B DRIVERS HIRED After June 5, 2002

Hours Worked	Hourly Rate		Hours Worked		Hourly Rate		Hours Worked		Hourly Rate

0-2080	$	11.00		0-2080	$	15.00		0-2080	$	12.00
2081-4160	$	13.00		2081-4160	$	16.50		2081-4160	$	13.50
4161-6240	$	15.00		4161-6240	$	18.00		4161-6240	$	15.00
6241+		Top Rate		6241+		Top Rate		6241+		Top Rate

Additional job classification:

Repack

Full time associates in the repack department (this does not include the produce quality associates) will be members of the Association and covered by this Agreement and all wage, benefit, and working policies and procedures provided under this Agreement. Part time associates in the repack department will be covered by the wage rates provided by this Agreement. The repack department includes the work completed at 2040 East Fremont Street. The following will apply to repack associates:

•	Current full-time repack associates will go to the bottom of the full-time warehouse seniority list as of April 1, 1998.
•	Current part-time repack associates will go to the bottom of the part-time warehouse seniority list as of April 1, 1998.
•	Open bidding for the repack positions will start on January 1999 bid.

The full time and part time associates shall maintain their current wage rates as of April 1, 1998 and for each such associate their hours worked as of April 1, 1998 shall be deemed to be the lowest number of hours that would qualify that associate for his or her current wage pursuant to this Exhibit A. Wage rates thereafter shall be determined pursuant to the Exhibit A according to the hours worked.

EX-10.23 8 dex1023.htm SECOND AMENDMENT TO CREDIT AGREEMENT Second Amendment to Credit Agreement

Exhibit 10.23

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (this “Amendment”) is entered into as of February 18, 2003, by and among SMART & FINAL INC., a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the financial institutions and other entities party hereto (the “Lenders”) and BNP PARIBAS, as Administrative Agent for the Lenders (the “Administrative Agent”).

RECITALS

A. The Borrower, the Lenders, the Administrative Agent, Harris Trust & Savings Bank, as syndication agent, and Cooperative Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as documentation agent, are parties to that certain Credit Agreement dated as of November 30, 2001 (as amended to date, the “Credit Agreement”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Credit Agreement.

B. The Borrower, the Lenders and the Administrative Agent have agreed to amend the Credit Agreement as provided hereinbelow.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

Section 1. Section References. Unless otherwise expressly stated herein, all Section references herein shall refer to Sections of the Credit Agreement.

Section 2. Acknowledgment and Extension of Section 2.05(b)(iii). The Lenders hereby (a) acknowledge that the Canoga Park, California property which was sold on December 24, 2001 was in escrow on the Closing Date and that the Net Cash Proceeds in the amount of $774,254.19 from the sale of such property were not subject to the mandatory prepayment requirement of Section 2.05(b)(iii) and (b) acknowledge that the Borrower sold certain assets during the Fiscal Year ended December 29, 2002 and agree to extend the required date of prepayment of the outstanding Advances under Section 2.05(b)(iii) from the date of receipt of the Net Cash Proceeds of such asset sales to the date hereof.

Section 3. Calculation of Commitment Fee under Section 2.07(a). The Borrower hereby acknowledges and agrees that the commitment fee payable under Section 2.07(a) prior to the date hereof has been calculated on the basis of the Revolving Facility in effect prior to any reduction pursuant to Section 2.04(b). The Lenders and the Borrower hereby agreed that from and after the date hereof, the commitment fee shall be calculated on the basis of the Revolving Facility as reduced in accordance with Section 2.04(b).

Section 4. Amendment to Section 6.03 (Reporting Requirements).

(a) Section 6.03(a) (Borrowing Base Certificate). Section 6.03(a) is hereby amended by deleting such section in its entirety and replacing it with the following:

“(a) Borrowing Base Certificate. Monthly, within 15 days after the last Business day of each 4-week fiscal period of the Borrower and at any other time requested by the Administrative Agent, a Borrowing Base Certificate, which shall: (i) be completed substantially in the form of Exhibit K, (A) detailing the Borrower’s Eligible Accounts Receivable and Eligible Inventory as of the last day of such fiscal 4-week period or as of such other date as the Administrative Agent may request, and (B) verifying, as of the end of such fiscal 4-week period, compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f), (g) and 6.04, and the computations (which shall be set forth therein) used in determining such compliance; (ii) be prepared by or under the supervision of the Borrower’s chief executive officer, chief financial officer, treasurer or controller and certified by such officer subject only to adjustment upon completion of the normal year-end audit of physical inventory; and (iii) include such additional schedules and other information as the Administrative Agent may reasonably request.

(b) Addition of Section 6.03(q) (Business Plan) and 6.03(r) (Dispositions and Commitment Reductions). Section 6.03(q) shall be renumbered as Section 6.03(s), and new Sections 6.03(q) and (r) are hereby added to the Credit Agreement and shall read in their entirety as follows:

			“(q) Business Plan. On or before June 2, 2003, a revised business plan for the principal operating units of the Borrower, in form and substance satisfactory to the Administrative Agent and the Required Lenders.

			(r) Dispositions and Commitment Reductions. Together with the delivery of financial statements pursuant to Sections 6.03(c) and (d), a certificate from the chief executive officer, chief financial officer, treasurer or controller of the Borrower stating the following information:

		(i) the amount of Net Cash Proceeds received from sales or other dispositions of assets of the Borrower or any other Loan Party since the beginning of the applicable Fiscal Year;

		(ii) the amount of Net Cash Proceeds received from sales or other dispositions of assets of the Borrower or any other Loan Party during the applicable fiscal quarter of the Borrower;

		(iii) the amount of Net Cash Proceeds received from sales or other dispositions of assets of the Borrower or any other Loan Party since the beginning of the applicable Fiscal Year which are in excess of $2,500,000;

	(iv) the amount of the outstanding Advances required to be prepaid pursuant to Section 2.05(b)(iii) for the applicable fiscal quarter of the Borrower;

	(v) the amount of the Revolving Facility prior to any prepayment of the outstanding Advances pursuant to Section 2.05(b)(iii); and

	(vi) the amount by which the Revolving Facility is automaticaly and permanently reduced pursuant to Section 2.04 and the dates of each such reduction during the applicable fiscal quarter of the Borrower.”

Section 5. Amendment to Section 6.04 (Financial Covenants). Section 6.04 is hereby amended to read in its entirety as follows:

Section 6.04. Financial Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will:

(a) Net Worth. Maintain at all times a Consolidated Net Worth of not less than the sum of (i) $260,000,000, plus (ii) 50% of positive cumulative Consolidated Net Income for any fiscal quarter of the Borrower ending after the fiscal quarter ended October 8, 2001 (but without any deduction for any period in which Consolidated Net Income is a negative number) plus (iii) 100% of the amount of all cash proceeds of any equity issuances by the Borrower or any of its Subsidiaries after the date hereof; provided, however, that changes in other comprehensive income after December 29, 2002 shall be disregarded in calculating Consolidated Net Worth.

(b) Senior Leverage Ratio. Not permit the Senior Leverage Ratio at the end of the fiscal quarters of the Borrower set forth below to exceed the correlative ratio indicated:

Fiscal Quarter		Senior Leverage Ratio

Fourth Quarter 2001		3.25 to 1.0
First Quarter 2002		3.25 to 1.0
Second Quarter 2002		3.50 to 1.0
Third Quarter 2002		3.50 to 1.0
Fourth Quarter 2002		3.25 to 1.0
First Quarter 2003		3.55 to 1.0
Second Quarter 2003		3.00 to 1.0
Third Quarter 2003		3.00 to 1.0
Fourth Quarter 2003		3.00 to 1.0
First Quarter 2004		2.75 to 1.0
Second Quarter 2004		2.75 to 1.0
Third Quarter 2004		2.75 to 1.0

(c) Adjusted Leverage Ratio. Not permit the Adjusted Leverage Ratio at the end of the fiscal quarters of the Borrower set forth below to exceed the correlative ratio indicated:

Fiscal Quarter		Leverage Ratio

Fourth Quarter 2001		4.50 to 1.0
First Quarter 2002		4.60 to 1.0
Second Quarter 2002		4.80 to 1.0
Third Quarter 2002		4.75 to 1.0
Fourth Quarter 2002		4.70 to 1.0
First Quarter 2003		5.00 to 1.0
Second Quarter 2003		4.50 to 1.0
Third Quarter 2003		4.50 to 1.0
Fourth Quarter 2003		4.25 to 1.0
First Quarter 2004		4.25 to 1.0
Second Quarter 2004		4.25 to 1.0
Third Quarter 2004		4.25 to 1.0

(d) Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio at the end of the fiscal quarters of the Borrower set forth below to be less than the correlative ratio indicated:

Fiscal Quarter		Fixed Charge Coverage Ratio

Fourth Quarter 2001		2.00 to 1.0
First Quarter 2002		1.85 to 1.0
Second Quarter 2002		1.85 to 1.0
Third Quarter 2002		1.85 to 1.0
Fourth Quarter 2002		1.85 to 1.0
First Quarter 2003		1.75 to 1.0
Second Quarter 2003		1.95 to 1.0
Third Quarter 2003		1.95 to 1.0
Fourth Quarter 2003		1.95 to 1.0
First Quarter 2004		1.95 to 1.0
Second Quarter 2004		1.95 to 1.0
Third Quarter 2004		1.95 to 1.0

(e) Capital Expenditures.

	(i) Not make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by the Borrower and its Subsidiaries to exceed $50,000,000 during the Fiscal Year ended December 29, 2002 and $40,000,000 during each Fiscal Year thereafter.

	(ii) Not make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital

	Expenditures made by the Borrower and its Subsidiaries to exceed $12,500,000 during any fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending March 23, 2003.

	(iii) Not make, or permit Port Stockton Food Distributors, Inc. to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by or on behalf of Port Stockton Food Distributors, Inc. to exceed $2,000,000 during any Fiscal Year commencing with the Fiscal Year ending December 28, 2003.

	(iv) Not make, or permit Port Stockton Food Distributors, Inc. to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by or on behalf of Port Stockton Food Distributors, Inc. to exceed $600,000 during any fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending March 23, 2003.

(f) Maximum EBIT Loss. Not permit Port Stockton Food Distributors, Inc. to incur an operating loss (before interest and taxes) of more than (i) $3,750,000 for the fiscal quarter of the Borrower ending March 23, 2003, (ii) $3,500,000 for the fiscal quarter of the Borrower ending June 15, 2003 or (iii) $2,500,000 for any fiscal quarter of the Borrower thereafter.

Section 6. Waiver of Default. The Lenders hereby waive any Default or Event of Default which may have occurred in connection with the Borrower’s failure to comply with Section 6.04 for the Fiscal Year or the fiscal quarter of the Borrower ended December 29, 2002.

Section 7. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

(a) The Administrative Agent shall have received all of the following, in form and substance satisfactory to the Administrative Agent:

	(i) Amendment Documents. This Amendment and any other instrument, document or certificate required by the Administrative Agent to be executed or delivered by the Borrower or any other Person in connection with this Amendment, duly executed by such Persons (the “Amendment Documents”);

	(ii) Consent of Required Lenders. The written consent of the Required Lenders to this Amendment;

	(iii) Amendment to Synthetic Lease Documents. Evidence that (A) the financial covenants contained in the Synthetic Lease Documents have been amended in the same manner as set forth in this Amendment and (B) any conforming changes to the Synthetic Lease

	Documents reasonably requested by the Administrative Agent have been made;

	(iv) Additional Information. Such additional documents, instruments and information as the Administrative Agent may reasonably request to effect the transactions contemplated hereby.

(b) The Administrative Agent shall have received $2,678,190.21 from the Borrower to be applied in accordance with Section 2.05(c), which amount equals the Net Cash Proceeds in excess of $2,500,000 from the sale or other disposition of assets of the Borrower or any other Loan Party during the Fiscal Year ended December 29, 2002.

(c) Each of the Lenders consenting to this Amendment on or prior to 5:00 p.m. (EST) on February 14, 2003 shall have received an amendment fee of 0.15% of its Commitment (without giving effect to any reductions in the Revolving Facility or such Lender’s Commitment pursuant to Section 2.04(b)).

(d) The representations and warranties contained herein and in the Credit Agreement shall be true and correct as of the date hereof as if made on the date hereof (except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).

(e) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all other agreements, documents and instruments executed and/or delivered pursuant hereto, and all legal matters incident thereto, shall be satisfactory to the Administrative Agent.

(f) No Default or Event of Default shall have occurred and be continuing, after giving effect to this Amendment.

Section 8. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, as of the date of and after giving effect to this Amendment, (a) the execution, delivery and performance of this Amendment and any and all other Amendment Documents executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of the Borrower and will not violate the Borrower’s certificate of incorporation or bylaws, (b) all representations and warranties set forth in the Credit Agreement and in any other Loan Document are true and correct as if made again on and as of such date (except those, if any, which by their terms specifically relate only to an earlier date, in which case such representations and warranties are true and correct as of such earlier date), (c) no Default or Event of Default has occurred and is continuing, and (d) the Credit Agreement (as amended by this Amendment), and all other Loan Documents are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof.

Section 9. Survival of Representations and Warranties. All representations and warranties made in this Amendment or any other Loan Document

shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by the Administrative Agent or the Lenders, or any closing, shall affect the representations and warranties or the right of the Administrative Agent and the Lenders to rely upon them.

Section 10. Certain Waivers. The Borrower and each Guarantor hereby agrees that neither the Administrative Agent nor any Lender shall be liable under a claim of, and hereby waives any claim against the Administrative Agent and the Lenders based upon, lender liability (including, but not limited to, liability for breach of the implied covenant of good faith and fair dealing, fraud, negligence, conversion, misrepresentation, duress, control and interference, infliction of emotional distress and defamation and breach of fiduciary duties) as a result of any discussions or actions taken or not taken by the Administrative Agent or the Lenders on or before the date hereof or the discussions conducted pursuant hereto, or any course of action taken by the Administrative Agent or any Lender in response thereto or arising therefrom. This Section 10 shall survive the execution and delivery of this Amendment and the other Loan Documents and the termination of the Credit Agreement.

Section 11. Reference to Agreement. Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby.

Section 12. Costs and Expenses. The Borrower shall pay on demand all reasonable costs and expenses of the Administrative Agent (including the reasonable fees, costs and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment.

Section 13. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

Section 14. Execution. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 15. Limited Effect. This Amendment relates only to the specific matters covered herein, shall not be considered to be a waiver of any rights any Lender may have under the Credit Agreement, and shall not be considered to create a course of dealing or to otherwise obligate any Lender to execute similar amendments or grant any waivers under the same or similar circumstances in the future.

Section 16. Ratification By Guarantors. Each of the Guarantors hereby agrees to this Amendment and acknowledges that such Guarantor’s Guaranty shall remain in full force and effect without modification thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SMART & FINAL INC., as Borrower

By:		/s/ RICHARD PHEGLEY

Name:		Richard N. Phegley
Title:		Senior Vice President & Chief Financial Officer

AMERICAN FOODSERVICE DISTRIBUTORS

By:		/s/ RICHARD PHEGLEY

Name:		Richard N. Phegley
Title:		Senior Vice President & Chief Financial Officer

By:

Name:
Title:

SMART & FINAL STORES CORPORATION

By:		/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

By:

Name:
Title:

	SMART & FINAL OREGON, INC.

	By:	/s/ RICHARD PHEGLEY

	Name:	Richard N. Phegley
	Title:	Senior Vice President & Chief Financial Officer

	By:

	Name:
	Title:

	PORT STOCKTON FOOD DISTRIBUTORS, INC.

	By:	/s/ RICHARD PHEGLEY

	Name:	Richard N. Phegley
	Title:	Senior Vice President—Finance

	By:

	Name:
	Title:

	HENRY LEE COMPANY

	By:	/s/ RICHARD PHEGLEY

	Name:	Richard N. Phegley
	Title:	Senior Vice President—Finance

	By:

	Name:
	Title:

AMERIFOODS TRADING COMPANY

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

By:

Name:
Title:

CASINO FROZEN FOODS, INC.

By:		/s/ RICHARD PHEGLEY

Name:		Richard N. Phegley
Title:		Senior Vice President & Chief Financial Officer

By:

Name:
Title:

FOODSERVICESPECIALISTS.COM, INC.

By:		/s/ RICHARD PHEGLEY

Name:		Richard N. Phegley
Title:		Senior Vice President & Chief Financial Officer

By:

Name:
Title:

	OKUN PRODUCE INTERNATIONAL, INC.

	By:	/s/ RICHARD PHEGLEY

	Name:	Richard N. Phegley
	Title:	Senior Vice President & Chief Financial Officer

	By:

	Name:
	Title:

	HL HOLDING CORPORATION

	By:	/s/ RICHARD PHEGLEY

	Name:	Richard N. Phegley
	Title:	Senior Vice President & Chief Financial Officer

	By:

	Name:
	Title:

	BNP PARIBAS, as Administrative Agent and a Lender

	By:	/s/ SEAN CONLON

	Name:	Sean T. Conlon
	Title:	Managing Director

	By:	/s/ C. BETTLES

	Name:	C. Bettles
	Title:	Managing Director

	HARRIS TRUST & SAVINGS BANK
	By:

	Name:
	Title:

	COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH

	By:	/s/ BRAD SCOTT

	Name:	Bradford F. Scott
	Title:	Executive Director

	By:	/s/ IAN REECE

	Name:	Ian Reece
	Title:	Managing Director

	CREDIT INDUSTRIEL ET COMMERCIAL

	By:	/s/ ERIC DULOT

	Name:	Eric Dulot
	Title:	Vice President

	By:	/s/ F LANDRIOT

	Name:	Frederic Landriot
	Title:	Assistant Vice President

	COBANK, ACB

	By:	/s/ S. RICHARD DILL

	Name:	S. Richard Dill
	Title:	Vice President

	UNION BANK OF CALIFORNIA, N.A.

	By:	/s/ PETER THOMPSON

	Name:	Peter Thompson
	Title:	Vice President

	U.S. BANK NATIONAL ASSOCIATION

	By:	/s/ JANET JORDAN

	Name:	Janet Jordan
	Title:	Vice President

	NATEXIS BANQUE-BFCE

	By:	/s/ ANNE ULRICH

	Name:	Anne Ulrich
	Title:	Vice President

	By:	/s/ NICHOLAS REGENT

	Name:	Nicolas Regent
	Title:	V.P. Multinational

	TRANSAMERICA BUSINESS CAPITAL CORPORATION

	By:	/s/ STEVE GOETSCHIUS

	Name:	Steve Goetschius
	Title:	SVP

	CITY NATIONAL BANK

	By:	/s/ ABDI RAIS

	Name:	Abdi Rais
	Title:	S.V.P.

	RZB FINANCE LLC

	By:	/s/ JOHN A. VALISKA

	Name:	John A. Valiska
	Title:	Group Vice President

	By	/s/ CHRISTOPH HOEDL

	Name:	Christoph Hoedl
	Title:	Vice President

	BANK OF THE WEST

	By:	/s/ JAKE LITTLE

	Name:	Jake Little
	Title:	Officer

	PREFERRED BANK

	By:	/s/ WALT DUCHANIN

	Name:	Walt Duchanin
	Title:	Executive Vice President and Chief Credit Officer

	BANK LEUMI USA

	By:	/s/ JACQUES V. DELVOYE

	Name:	Jacques V. Delvoye
	Title:	V.P.

EX-10.24 9 dex1024.htm WAIVER AND AMENDMENT AGREEMENT NO. 2 Waiver and Amendment Agreement No. 2

Exhibit 10.24

WAIVER AND AMENDMENT AGREEMENT NO. 2

This Waiver and Amendment Agreement No. 2, dated and effective as of February 14, 2003 (this “Agreement”), is among the Persons which have executed this Agreement below. Capitalized terms used, but not defined, herein are used as defined in that certain Lease Agreement, dated as of November 30, 2001, between Wells Fargo Bank Northwest, National Association, as Owner Trustee under S&F Trust 1998-1, as lessor, and Smart & Final Inc., as lessee, as amended by Waiver and Amendment Agreement No. 1, dated as of June 4, 2002.

WHEREAS, Lessee has requested a waiver of certain covenant violations under the Lease and the amendment of certain covenants contained in the Lease, and the other parties hereto have agreed to such waiver and amendment.

NOW, THEREFORE, for good and valuable consideration received, the parties hereto agree as follows.

1. Waiver. The Majority Secured Parties hereby waive any Default or Event of Default which may have occurred in connection with Lessee’s failure to comply with Section 28.5(b), (c), (d) or (f) of the Lease for the fiscal quarter of Lessee ending December 29, 2002.

2. Amendment. Lessor and Lessee hereby amend Section 28.2 of the Lease by adding new Section 28.2(r) to read as follows:

“(r) Business Plan. On or before June 2, 2003, deliver to the Agent and the Secured Parties a revised business plan for the principal operating units of Lessee, in form and substance satisfactory to the Agent and the Majority Secured Parties.”

Lessor and Lessee hereby amend Section 28.4 of the Lease by changing Section 28.4(q) to Section 28.4(r) and by adding new Section 28.4(q) to read as follows:

“(q) Borrowing Base Certificate. Monthly, within 15 days after the last Business Day of each 4-week fiscal period of Lessee and at any other time requested by the Administrative Agent (as defined in the Lessee Credit Agreement), a Borrowing Base Certificate (as defined in the Lessee Credit Agreement), which shall: (i) be completed substantially in the form of Exhibit K to the Lessee Credit Agreement, (A) detailing Lessee’s Eligible Accounts Receivable and Eligible Inventory (as such terms are defined in the Lessee Credit Agreement) as of the last day of such fiscal 4-week period or as of such other date as the Administrative Agent may request, and (B) verifying, as of the end of such fiscal 4-week period, compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f), (g) and 6.04 of the Lessee Credit Agreement, and the computations (which shall be set forth therein) used in determining such compliance; (ii) be prepared by or under the supervision of Lessee’s chief executive officer, chief financial officer, treasurer or controller and certified by such officer subject only to adjustment upon completion of the normal year-end

audit of physical inventory; and (iii) include such additional schedules and other information as the Administrative Agent may reasonably request.

Lessor and Lessee hereby amend Sections 28.5(a), (b), (c), (d), (e) and (f) of the Lease in their entirety to read as follows, and the Majority Secured Parties hereby consent to such amendment.

(a) Net Worth. Maintain at all times a Consolidated Net Worth of not less than the sum of (i) $260,000,000, plus (ii) 50% of positive cumulative Consolidated Net Income for any fiscal quarter of Lessee ending after the fiscal quarter ending October 8, 2001 (but without any deduction for any period in which Consolidated Net Income is a negative number) plus (iii) 100% of the amount of all cash proceeds of any equity issuances by Lessee or any of its Subsidiaries after the date hereof; provided, however, that changes in other comprehensive income after December 29, 2002 shall be disregarded in calculating Consolidated Net Worth.

(b) Senior Leverage Ratio. Not permit the Senior Leverage Ratio at the end of the fiscal quarters of Lessee set forth below to exceed the correlative ratio indicated:

Fiscal Quarter		Senior Leverage Ratio

Fourth Quarter 2001		3.25 to 1.0
First Quarter 2002		3.25 to 1.0
Second Quarter 2002		3.50 to 1.0
Third Quarter 2002		3.50 to 1.0
Fourth Quarter 2002		3.25 to 1.0
First Quarter 2003		3.55 to 1.0
Second Quarter 2003		3.00 to 1.0
Third Quarter 2003		3.00 to 1.0
Fourth Quarter 2003		3.00 to 1.0
First Quarter 2004		2.75 to 1.0
Second Quarter 2004		2.75 to 1.0
Third Quarter 2004		2.75 to 1.0

(c) Adjusted Leverage Ratio. Not permit the Adjusted Leverage Ratio at the end of the fiscal quarters of Lessee set forth below to exceed the correlative ratio indicated:

Fiscal Quarter		Leverage Ratio

Fourth Quarter 2001		4.50 to 1.0
First Quarter 2002		4.60 to 1.0
Second Quarter 2002		4.80 to 1.0
Third Quarter 2002		4.75 to 1.0
Fourth Quarter 2002		4.70 to 1.0
First Quarter 2003		5.00 to 1.0
Second Quarter 2003		4.50 to 1.0
Third Quarter 2003		4.50 to 1.0
Fourth Quarter 2003		4.25 to 1.0

First Quarter 2004		4.25 to 1.0
Second Quarter 2004		4.25 to 1.0
Third Quarter 2004		4.25 to 1.0

(d) Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio at the end of the fiscal quarters of Lessee set forth below to be less than the correlative ratio indicated:

Fiscal Quarter		Fixed Charge Coverage Ratio

Fourth Quarter 2001		2.00 to 1.0
First Quarter 2002		1.85 to 1.0
Second Quarter 2002		1.85 to 1.0
Third Quarter 2002		1.85 to 1.0
Fourth Quarter 2002		1.85 to 1.0
First Quarter 2003		1.75 to 1.0
Second Quarter 2003		1.95 to 1.0
Third Quarter 2003		1.95 to 1.0
Fourth Quarter 2003		1.95 to 1.0
First Quarter 2004		1.95 to 1.0
Second Quarter 2004		1.95 to 1.0
Third Quarter 2004		1.95 to 1.0

(e) Capital Expenditures.

(i) Not make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by Lessee and its Subsidiaries to exceed $50,000,000 during the fiscal year ended December 29, 2002 and $40,000,000 during each fiscal year thereafter.

(ii) Not make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by Lessee and its Subsidiaries to exceed $12,500,000 during any fiscal quarter of Lessee commencing with the fiscal quarter of Lessee ending March 23, 2003.

(iii) Not make, or permit Port Stockton Food Distributors, Inc. to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by or on behalf of Port Stockton Food Distributors, Inc. to exceed $2,000,000 during any fiscal year commencing with the fiscal year ending December 28, 2003.

(iv) Not make, or permit Port Stockton Food Distributors, Inc. to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by or on behalf of Port Stockton Food Distributors, Inc. to exceed $600,000 during any fiscal quarter of Lessee commencing with the fiscal quarter of Lessee ending March 23, 2003.

(f) Maximum EBIT Loss. Not report, or permit Port Stockton Food Distributors, Inc. to report, an operating loss (before interest and taxes) of more than (i) $3,750,000 for the fiscal quarter of Lessee ending March 23, 2003, (ii) $3,500,000 for the fiscal quarter of Lessee ending June 15, 2003 or (iii) $2,500,000 for any fiscal quarter of Lessee thereafter.

3. Conditions Precedent. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions precedent.

(a) The Agent shall have received all of the following, in form and substance satisfactory to the Agent:

(i) Amendment Documents. This Agreement and any other instrument, document or certificate required by the Agent to be executed or delivered by Lessee or any other Person in connection with this Agreement, duly executed by such Persons (the “Amendment Documents”);

(ii) Consent of Majority Secured Parties. The written consent of the Majority Secured Parties to this Agreement;

(iii) Amendment to Lessee Credit Agreement. Evidence that the financial covenants contained in the Lessee Credit Agreement have been amended in the same manner as set forth in this Agreement; and

(iv) Additional Information. Such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

(b) Each of the Lenders which has executed this Agreement prior to 5:00 p.m. (EST) on February 14, 2003 shall have received a fee equal to 0.15% of its Commitment.

(c) The representations and warranties contained herein and in the Lease shall be true and correct as of the date hereof as if made on the date hereof (except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).

(d) All corporate proceedings taken in connection with the transactions contemplated by this Agreement and all other agreements, documents and instruments executed and/or delivered pursuant hereto, and all legal matters incident thereto, shall be satisfactory to the Agent.

(e) No Default or Event of Default shall have occurred and be continuing, after giving effect to this Agreement.

4. Representations and Warranties. Lessee hereby represents and warrants to the Agent and the Secured Parties that, as of the date of and after giving effect to this Agreement, (a) the execution, delivery and performance of this Agreement and any and all other Amendment Documents executed and/or delivered in connection herewith have been authorized by all

requisite corporate action on the part of Lessee and will not violate Lessee’s certificate of incorporation or bylaws, (b) all representations and warranties set forth in the Lease and in any other Operative Agreement are true and correct as if made again on and as of such date (except those, if any, which by their terms specifically relate only to an earlier date, in which case such representations and warranties are true and correct as of such earlier date), (c) no Default or Event of Default has occurred and is continuing, and (d) the Lease (as amended by this Agreement), and all other Operative Agreements are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof.

5. Survival of Representations and Warranties. All representations and warranties made in this Agreement or any other Operative Agreement shall survive the execution and delivery of this Agreement and the other Operative Agreements, and no investigation by the Agent or the Secured Parties, or any closing, shall affect the representations and warranties or the right of the Agent and the Secured Parties to rely upon them.

6. Reference to Agreement. Each of the Operative Agreements, including the Lease, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Lease as amended hereby, are hereby amended so that any reference in such Operative Agreements to the Lease, whether direct or indirect, shall mean a reference to the Lease as amended hereby.

7. Costs and Expenses. The Borrower shall pay on demand all reasonable costs and expenses of the Agent (including the reasonable fees, costs and expenses of counsel to the Agent) incurred in connection with the preparation, execution and delivery of this Agreement.

8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

9. Execution. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

10. Limited Effect. This Agreement relates only to the specific matters covered herein, shall not be considered to be a waiver of any rights any Secured Party may have under the Operative Agreements, and shall not be considered to create a course of dealing or to otherwise obligate any Secured Party to execute similar amendments or grant any waivers under the same or similar circumstances in the future.

11. Ratification By Guarantors. Each of the Guarantors hereby agrees to this Agreement and acknowledges that such Guarantor’s guaranty shall remain in full force and effect without modification thereto.

12. Certain Waivers. Lessee and each Guarantor hereby agrees that none of Lessor, the Agent, the Lenders or the Holders shall be liable under a claim of, and hereby waives any claim against any such party based upon, lender liability (including, but not limited to, liability for breach of the implied covenant of good faith and fair dealing, fraud, negligence, conversion,

misrepresentation, duress, control and interference, infliction of emotional distress and defamation and breach of fiduciary duties) as a result of any discussions or actions taken or not taken by any such party on or before the date hereof or the discussions conducted pursuant hereto, or any course of action taken by any such party in response thereto or arising therefrom. This Section 12 shall survive the execution and delivery of this Agreement and the expiration or termination of the Lease.

13. Certain Expenses. In addition to the other expenses for which Lessee is responsible as to this Agreement, Lessee shall reimburse Agent, each Holder and each Lender for its out-of-pocket expenses, not to exceed $4,000, incurred as to any visit to Lessee’s chief executive office to discuss the business plan referenced in Section 28.2(r) of the Lease.

[Remainder of the Page is Intentionally Left Blank]

This Agreement may be executed by the parties hereto on separate counterparts.

LESSOR:
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
as Owner Trustee under S&F Trust 1998-1

By:	/s/ VAL ORTON

Name:	Val T. Orton
Title:	Vice President

LESSEE:
SMART & FINAL INC.

By:	/s/ RICHARD PHEGLEY	By:

Name:	Richard N. Phegley	Name:

Title:	Senior Vice President & Chief Financial Officer	Title:

A-2 LENDER AND B LENDER:
FLEET CAPITAL CORPORATION

By:	/s/ PETER C. SALVADORE

Name:	Peter C. Salvadore
Title:	Vice President

A-2 LENDER:
GMAC COMMERCIAL FINANCE , LLC,
successor by merger to GMAC Business Credit, LLC

By:	/s/ DAVID W. BERRY

Name:	David W. Berry
Title:	VP – Group Sr. Risk Manager

[Waiver and Amendment Agreement No. 2]

A-2 LENDER:
COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
“RABOBANK NEDERLAND,” NEW YORK BRANCH

By:	/s/ BRAD SCOTT	/s/ IAN REECE

Name:	Bradford F. Scott	Ian Reece
Title:	Executive Director	Managing Director

HOLDER AND A-2 LENDER:
NATEXIS BANQUES POPULAIRES

By:	/s/ ANNE ULRICH	/s/ NICOLAS REGENT

Name:	Anne Ulrich	Nicolas Regent
Title:	Vice President	VP Multinational

A-2 LENDER:
BNP PARIBAS

By:	/s/ SEAN CONLON	/s/ JANICE HO

Name:	Sean T. Conlon	Janice S. H. Ho
Title:	Managing Director	Director

B LENDER:
TRANSAMERICA EQUIPMENT FINANCIAL SERVICES CORPORATION

By:	/s/ JAMES R. BATES

Name:	James R. Bates
Title:	Vice President

GUARANTOR:
AMERICAN FOODSERVICE DISTRIBUTORS

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

[Waiver and Amendment Agreement No. 2]

GUARANTOR:
SMART & FINAL STORES CORPORATION

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

[Waiver and Amendment Agreement No. 2]

GUARANTOR:
SMART & FINAL OREGON, INC.

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

GUARANTOR:
PORT STOCKTON FOOD DISTRIBUTORS, INC.

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President—Finance

GUARANTOR:
HENRY LEE COMPANY

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President—Finance

GUARANTOR:
AMERIFOODS TRADING COMPANY

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

GUARANTOR:
CASINO FROZEN FOODS, INC.

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

[Waiver and Amendment Agreement No. 2]

GUARANTOR:
FOODSERVICESPECIALISTS.COM, INC.

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

GUARANTOR:
OKUN PRODUCE INTERNATIONAL, INC.

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

GUARANTOR:
HL HOLDING CORPORATION

By:	/s/ RICHARD PHEGLEY

Name:	Richard N. Phegley
Title:	Senior Vice President & Chief Financial Officer

[Waiver and Amendment Agreement No. 2]

EX-21 10 dex21.htm SUBSIDIARIES OF THE REGISTRANT Subsidiaries of the Registrant

EXHIBIT 21

SUBSIDIARIES LIST

Set forth below is information with respect to Smart & Final Inc. and its subsidiaries, along with the respective states or countries of incorporation. Unless otherwise noted, each subsidiary is wholly owned.

Name				State or Country of Incorporation


Smart & Final Inc.				Delaware

	FoodServiceSpecialists.com,Inc.			Oregon

	Smart & Final Stores Corporation			California

	Smart & Final de Mexico, S.A. de C. V.			Mexico

		Smart & Final del Noroeste, S.A. de C. V.*		Mexico

	Smart & Final Oregon, Inc.			Oregon

	Casino Frozen Foods, Inc.			California

	American Foodservice Distributors, Inc.			California

		Port Stockton Food Distributors, Inc.		California

		AmeriFoods Trading Company		Florida

		Henry Lee Company		Florida

			Henry Lee Exports Corp.	Florida

			Okun Produce Company	Florida

			H L Holding Corporation	Nevada

* Smart & Final del Noroeste, S.A. de C.V. is a 50% owned subsidiary of Smart & Final de Mexico, S.A. de C. V.
Revised 2/10/03 EX-23.1 11 dex231.htm CONSENT OF INDEPENDENT ACCOUNTANTS Consent of Independent Accountants

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement File Nos. 33-60502, 333-01360, 333-35243 and 333-87767 of our report dated February 7, 2003, with respect to the consolidated financial statements and schedule of Smart & Final Inc. included in the Annual Report (Form 10-K) for the year ended December 29, 2002.

	/s/ ERNST & YOUNG LLP

	ERNST & YOUNG LLP

Los Angeles, California
March 12, 2003

EX-23.2 12 dex232.htm NOTICE OF INABILITY TO OBTAIN CONSENT Notice of Inability to Obtain Consent

Exhibit 23.2

NOTICE OF INABILITY TO OBTAIN CONSENT

Arthur Andersen LLP audited the consolidated financial statements for and as of the years ended December 30, 2001 and December 31, 2000 included in the Annual Report on Form 10-K/A No. 2 for the year ended December 30, 2001. These consolidated financial statements are incorporated by reference into the Registrant’s previously filed Registration Statement File Nos. 33-60502, 333-01360, and 333-35243. After reasonable efforts, the Registrant has not been able to obtain the consent of Arthur Andersen LLP to the incorporation by reference of its audit report dated June 4, 2002 into our aforementioned registration statements. Accordingly, Arthur Andersen LLP will not be liable to investors under Section 11(a) of the Securities Act because it has not consented to being named as an expert in these registration statements, and therefore such lack of consent may limit the recovery by investors from Arthur Andersen LLP.

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Senior Vice President—Finance