SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2002 Commission file number 1-6187
ALBERTSON'S, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 82-0184434
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(State of Incorporation) (Employer Identification Number)
250 Parkcenter Boulevard, P.O. Box 20, Boise, Idaho 83726
(208) 395-6200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
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Common Stock, $1.00 par value, 406,677,228 New York Stock Exchange
shares outstanding on March 25, 2002 Pacific 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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (17 CFR section 405) 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)
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, computed by reference to the price at which the stock was sold as of
the close of business on March 25, 2002: $12,244,122,742.
Documents Incorporated by Reference
-----------------------------------
Listed hereunder are the documents, any portions of which are incorporated by
reference, and the Parts of this Form 10-K into which such portions are
incorporated:
1. The Registrant's Annual Report to Stockholders for the year ended
January 31, 2002, portions of which are incorporated by reference into
Part I, Part II and Part IV of this Form 10-K; and
2. The Registrant's definitive proxy statement for use in connection with the
Annual Meeting of Stockholders to be held on June 6, 2002,(the "Proxy
Statement") to be filed within 120 days after the Registrant's year ended
January 31, 2002, portions of which are incorporated by reference into
Part III of this Form 10-K.
1
ALBERTSON'S, INC.
FORM 10-K
TABLE OF CONTENTS
Item Page
PART I
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Cautionary Statement 3
1. Business 3
2. Properties 6
3. Legal Proceedings 9
4. Submission of Matters to a Vote of Security Holders 9
PART II
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5. Market for the Registrant's Common Equity and Related
Stockholder Matters 10
6. Selected Financial Data 10
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
7A. Quantitative and Qualitative Disclosures about Market Risk 10
8. Financial Statements and Supplementary Data 10
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
PART III
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10. Directors and Executive Officers of the Registrant 11
11. Executive Compensation 13
12. Security Ownership of Certain Beneficial Owners and
Management 13
13. Certain Relationships and Related Transactions 13
PART IV
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14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 14
2
PART I
Cautionary Statement for Purposes of "Safe Harbor Provisions"
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of the Private Securities Litigation Reform Act of 1995
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From time to time, information provided by the Company, including written or
oral statements made by its representatives, may contain forward-looking
information as defined in the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, which address
activities, events or developments that the Company expects or anticipates will
or may occur in the future, including such things as integration of the
operations of acquired or merged companies, expansion and growth of the
Company's business, future capital expenditures and the Company's business
strategy, contain forward-looking information. In reviewing such information it
should be kept in mind that actual results may differ materially from those
projected or suggested in such forward-looking information. This forward-looking
information is based on various factors and was derived using various
assumptions. Many of these factors have previously been identified in filings or
statements made by or on behalf of the Company.
Important assumptions and other important factors that could cause actual
results to differ materially from those set forth in the forward-looking
information include changes in the general economy, changes in interest rates,
changes in consumer spending, actions taken by competitors, particularly those
intended to improve their market share, and other factors affecting the
Company's business in or beyond the Company's control. These factors include
changes in the rate of inflation, changes in state or federal legislation or
regulation, adverse determinations with respect to litigation or other claims
(including environmental matters), labor negotiations, the cost and stability of
energy sources, the Company's ability to recruit, retain and develop employees,
its ability to develop new stores or complete remodels as rapidly as planned,
its ability to implement new technology successfully, the stability of product
costs, the Company's ability to integrate the operations of acquired or merged
companies, the Company's ability to execute its restructuring plans, and the
Company's ability to achieve its five strategic imperatives.
Other factors and assumptions not identified above could also cause the
actual results to differ materially from those set forth in the forward-looking
information. The Company does not undertake to update forward-looking
information contained herein or elsewhere to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
information.
Item 1. Business
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General
The Registrant, Albertson's, Inc. ("Albertson's" or the "Company"), is
incorporated under the laws of the State of Delaware and is the successor to a
business founded by J. A. Albertson in 1939.
On June 23, 1999, Albertson's, Inc. and American Stores ("ASC") consummated a
merger with the issuance of 177 million shares of Albertson's common stock (the
"Merger"). The Merger constituted a tax-free reorganization and has been
accounted for as a pooling of interests for accounting and financial reporting.
3
The Company is one of the largest retail food and drug chains in the World.
As of January 31, 2002, the Company operated 2,421 stores in 33 Northeastern,
Western, Midwestern and Southern states. These stores consist of 1,395
combination food-drug stores, 731 stand-alone drugstores, and 295 conventional
and warehouse stores. Retail operations are supported by 19 major Company
distribution centers. These distribution centers provide product exclusively to
the Company's retail stores.
The Company's operations are within a single operating segment, the retail
sale of food and drug merchandise. All the Company's operations are within the
United States. As of January 31, 2002, the Company's stores operated under the
banners Albertson's, Albertson's-Osco, Albertson's Sav-on, Jewel-Osco, Acme,
Sav-on Drugs, Osco Drug, Max Foods, Super Saver, and Seessel's by Albertson's.
A new leadership team has been assembled to take Albertson's into the future.
This team has identified many actions and programs with which to drive the
Company's future competitiveness, profitability and return on invested capital.
One of the first actions taken was to identify and communicate internally and
externally five strategic imperatives that serve as a guide and a filter for all
future actions. The five strategic imperatives are: 1) Aggressive Cost and
Process Control; 2) Maximize Returns on Invested Capital; 3) Customer-Focused
Approach to Growth; 4) Companywide Focus on Technology; and 5) Energized
Associates. A more detailed description of these imperatives and actions taken
by the Company can be found on pages 49 and 50 of the Company's 2001 Annual
Report to Stockholders.
Retail Formats
As of January 31, 2002, the Company's retail operations were organized into
15 divisions, based primarily on geographic boundaries. The division staff is
responsible for day-to-day operations and for executing marketing and
merchandising programs. This structure allows the division level employees, who
are closest to the customer, to implement strategies tailored to each of the
Company's unique neighborhoods.
The Company's combination food-drug stores are super grocery/drugstores under
one roof and range in size from 35,000 to 107,000 square feet. Most of these
stores offer prescription drugs and an expanded section of cosmetics and general
merchandise in addition to specialty departments such as service seafood and
meat, bakery, lobby/video, service delicatessen, liquor and floral. Many also
offer meal centers, party supply centers, coffee bars, in-store banks, dry
cleaning, photo processing and destination categories for beverages, snacks, pet
care products, paper products and baby care merchandise. All shopping areas are
served by a common set of checkstands.
The Company's stand-alone drugstores average 18,600 square feet. These stores
offer convenient shopping and prescription pickup as well as a wide assortment
of general merchandise, health and beauty care products, over-the-counter
medication, greeting cards and photo processing. The Company's new drugstores
are typically located on corners and many offer a drive-thru pharmacy.
4
Albertson's strategic advantage in today's marketplace comes from the
Company's unique heritage in two independent market places - food stores and
drugstores. Albertson's is a leader with decades of experience serving customers
in both industries. This unique position in the marketplace has enabled the
Company to bring together separate retail brands, creating the dual brand
combination stores that leverage the Company's separate food and drug experience
and brand equity. The Company began expanding the dual brand combo concept in
2001 by rolling out Albertson's-Sav-on stores in the fast growing Reno, Nevada
market, and Albertson's-Osco stores in Tucson, Arizona. This dual brand concept
will continue to be introduced to additional markets during 2002.
The Company's other store formats include conventional supermarkets and
warehouse stores. These stores offer a full selection in the basic departments
of grocery, meat, produce, dairy and limited general merchandise. Many locations
have a pharmacy, in-store bakery and service delicatessen.
As of January 31, 2002, the Company operated 203 fuel centers, in 22 states,
which are generally located in the parking lot of stores. These centers feature
three to six fuel pumps and a small building, ranging in size from a pay-only
kiosk to a convenience store, featuring such items as candy, soft drinks and
snack foods.
In November 1999, Albertson's, Inc. introduced its own grocery delivery Web
site when Albertsons.com entered the Seattle, Washington market. The Company
expanded the service to San Diego County, California in October 2001, added the
Los Angeles, California area in February 2002, and expanded into San Francisco,
California and Oregon in March 2002. By using its brick-and-mortar stores,
Albertson's has evolved its online model to take advantage of its retail grocery
expertise, brand recognition and existing infrastructure. With more than two
years experience, Albertsons.com offers a reliable and proven online grocery
service customers trust to deliver high-quality, fresh products direct from the
store to their home.
Savon.com, Albertson's online drugstore, serves the Company's customers
nationwide. On December 7, 2000, Savon.com opened the "doors" to a nationwide
online pharmacy service. The site offers a full range of sundry items, new and
refill prescriptions and consumer health information. The Web site allows
customers across the country the freedom to have new or refilled prescriptions
ready for pickup at any local Albertson's food or drug store, or have their
prescriptions mailed to their doorsteps.
All of the Company's stores carry a broad range of national brands and offer
private label brand products in many merchandise categories. The Company's
stores provide consumer information such as: nutritional signing in the meat and
produce departments, freshness code dating, unit pricing, meal ideas and food
information pamphlets. The Company also offers a choice of recyclable paper or
plastic bags and collection bins for plastic bag recycling.
Competition
The Company's business is highly competitive. Competition is based primarily
on price, product quality and variety, service and location. There is direct
competition from many local, regional and national supermarket chains,
supercenters, club stores, specialty retailers such as pet centers and toy
stores and large-scale drug and pharmaceutical retailers. Increasing competition
also exists from convenience stores, prepared food retailers, liquor and video
stores, film developing outlets and Internet and mail-order retailers.
5
The Company is subject to effects of seasonality. Sales are higher in the
Company's fourth quarter than other quarters due to the holiday season and the
increase in cold and flu occurrences.
Merchandising & Manufacturing
The Company has been able to efficiently supply its stores with merchandise
through its distribution centers, outside suppliers or directly from
manufacturers in an effort to obtain merchandise at the lowest possible cost.
The Company believes that it is not dependent on any one supplier, and considers
its relations with its suppliers to be satisfactory. The Company has
historically serviced all of its retail stores from Company distribution centers
(refer to "Subsequent Events").
Employees
As of January 31, 2002, the Company employed approximately 220,000 people,
many of whom are covered by collective bargaining agreements. The Company
considers its present relations with employees to be good.
Subsequent Events
On March 13, 2002, the Company announced the second phase in its
restructuring process. The Company intends to completely exit four
under-performing markets: Memphis, Tennessee; Nashville, Tennessee; Houston,
Texas; and San Antonio, Texas. The market exits involves 95 stores that will be
closed or sold.
In connection with the market exits, Albertson's recently announced the sale
of its Tulsa, Oklahoma distribution facility to Fleming Companies, Inc. This
sales agreement also includes a long-term supply arrangement under which Fleming
will provide procurement and distribution services for Albertson's Oklahoma and
Nebraska stores. In addition, the Company also announced plans to close its
Houston, Texas distribution facility and reduce the number of division offices
from 15 to 11. Once complete, the number of major distribution facilities will
be reduced from 19 to 17.
Item 2. Properties
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The Company has actively pursued an expansion program of adding new retail
stores, enlarging and remodeling existing stores and replacing smaller stores.
During the past ten years, the Company has built or acquired 1,228 stores and
approximately 88% of the Company's current retail square footage has been opened
or remodeled during this period. The Company continues to follow the policy of
closing stores that are obsolete or lack adequate return on invested capital.
6
Albertson's stores are located in 33 Northeastern, Western, Midwestern and
Southern areas of the United States. The table below is a summary of the stores
by state and classification as of January 31, 2002:
Combination Stand-Alone Other Fuel
Food-Drug Stores Drugstores Stores TOTAL Centers
- ------------------------ ------------------ --------------- --------------- --------------- ---------------
Arizona 48 89 137 11
Arkansas 2 2
California 302 300 150 752 3
Colorado 47 10 57 6
Delaware 9 4 13 1
Florida 115 115 11
Idaho 29 7 36 12
Illinois 159 95 15 269 9
Indiana 6 49 55
Iowa 1 28 29
Kansas 5 27 32
Louisiana 31 31 11
Maryland 2 9 11
Michigan 1 1
Minnesota 1 1
Mississippi 7 7 4
Missouri 10 34 44 5
Montana 18 9 14 41 4
Nebraska 11 14 25 2
Nevada 46 44 3 93 10
New Jersey 32 30 62
New Mexico 22 4 2 28 3
North Dakota 2 6 8
Oklahoma 28 28 12
Oregon 42 11 53 7
Pennsylvania 38 20 58
South Dakota 1 2 3
Tennessee 24 1 25 6
Texas 219 3 222 66
Utah 43 3 46 6
Washington 72 11 83 11
Wisconsin 15 28 43 1
Wyoming 9 2 11 2
------------------ --------------- --------------- --------------- ---------------
Total 1,395 731 295 2,421 203
================== =============== =============== =============== ===============
Retail Square
Footage by Store
Type (000's) 76,018 13,591 8,493 98,102 *
================== =============== =============== =============== ===============
* The square footage of fuel centers is included with the square footage of its
adjacent store.
As part of the Company's first phase of its restructuring plan, announced on
July 18, 2001, the Company identified and committed to close and dispose
165 under-performing stores. The Company closed 80 of these stores as of
January 31, 2002. In addition, the Company announced on March 13, 2002, the
complete exit of four under-performing markets (Refer to "Subsequent Events" in
Item 1).
7
The Company has expanded and improved its distribution facilities when
opportunities exist to improve service to the retail stores and generate an
adequate return on investment. During 2001 approximately 78% of the merchandise
purchased for resale in Company retail stores was received from Company
distribution centers.
Albertson's distribution system consists of 19 major Company centers located
strategically throughout the Company's operating markets. The table below is a
summary of the Company's distribution facilities as of January 31, 2002:
High
Ice Volume
Frozen Meat & Cream Health Health General Square
Major Distribution Facilities Grocery Food Liquor Produce Deli Plant & Beauty & Beauty Merch. Pharmaceuticals Footage
----------------------------- ------- ------ ------ ------- ------ ----- -------- -------- ------- --------------- ----------
Lancaster, Pennsylvania X X X X X 1,412,700
Melrose Park, Illinois X X X X 1,330,000
La Habra, California X X X X 1,203,100
Brea, California X X X 1,197,400
Fort Worth, Texas X X X X 1,131,200
Plant City, Florida X X X X X X 1,010,900
Irvine, California X X 996,900
Elk Grove, Illinois X X X 968,000
Portland, Oregon X X X X 862,500
Vacaville, California X 854,000
Tulsa, Oklahoma (1) X X X X 780,500
Phoenix, Arizona X X X X X 765,700
Houston, Texas (1) X X X X 759,400
Salt Lake City, Utah X X X X 659,600
San Leandro, California X X X 475,200
Sacramento, California X X X X X 440,900
Ponca City, Oklahoma X X X 420,000
Denver, Colorado X X X X 388,400
Boise, Idaho X X 302,300
Other Distribution Facilities
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Las Vegas, Nevada X 30,000
Indianapolis, Indiana X 22,000
Boise, Idaho X 11,000
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TOTAL SQUARE FOOTAGE -
All Distribution Facilities 16,021,700
============
(1) The Company intends to sell or close this facility (refer to "Subsequent
Events" in Item 1).
8
The Company currently finances most retail store and distribution facilities
internally, thus retaining ownership of its land and buildings. The Company's
future expansion plans are expected to be financed primarily from cash provided
by operating activities. The Company has and will continue to finance a portion
of its new stores through lease transactions when it does not have the
opportunity to own the property.
As of January 31, 2002, the Company held title to the land and buildings of
42% of the Company's stores and held title to the buildings on leased land of an
additional 9% of the Company's stores. The Company also holds title to the land
and buildings of most of its administrative offices and distribution facilities.
Item 3. Legal Proceedings
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The information required under this item is included under the caption "Legal
Proceedings" on page 83 of the Company's 2001 Annual Report to Stockholders.
This information is incorporated herein by this reference thereto.
Item 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted during the fourth quarter of 2001 to a vote of
security holders through the solicitation of proxies or otherwise.
9
PART II
Item 5. Market for the Registrant's Common Equity and Related
- --------------------------------------------------------------
Stockholder Matters
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The principal markets in which the Company's common stock is traded and the
related security holder matters are set forth under the caption "Company Stock
Information" on the inside back cover of the Company's 2001 Annual Report to
Stockholders. This information is incorporated herein by this reference thereto.
The market value of the Company's common stock at the close of business on
March 25, 2002, was $32.27 per share. There were approximately
30,400 stockholders of record on March 25, 2002.
Item 6. Selected Financial Data
- --------------------------------
Selected financial data of the Company for the fiscal years 1997 through 2001
is included under the caption "Five-Year Summary of Selected Financial Data" on
page 88 of the Company's 2001 Annual Report to Stockholders. This information is
incorporated herein by this reference thereto.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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The information required under this item is included on pages 49 to 62 of the
Company's 2001 Annual Report to Stockholders. This information is incorporated
herein by this reference thereto.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
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The information required under this item is included under the caption
"Quantitative and Qualitative Disclosures about Market Risk" on page 60 of the
Company's 2001 Annual Report to Stockholders. This information is incorporated
herein by this reference thereto.
Item 8. Financial Statements and Supplementary Data
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The Company's consolidated financial statements and related notes thereto,
together with the Independent Auditors' Report and the selected quarterly
financial data of the Company are presented on pages 63 to 87 and page 89 of the
Company's 2001 Annual Report to Stockholders and are incorporated herein by this
reference thereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------------------------------------------------------------------------
Financial Disclosure
- --------------------
There have been no reports on Form 8-K filed within 24 months prior to the
date of the most recent financial statements reporting a change of accountants
or reporting disagreements on any matter of accounting principle, practice,
financial statement disclosure or auditing scope or procedure.
10
PART III
Item 10. Directors and Executive Officers of the Registrant
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Directors
The information regarding directors and nominees for directors of the Company
is presented under the heading "Election of Directors" in the Company's
definitive proxy statement for use in connection with the 2002 Annual Meeting of
Stockholders (the "Proxy Statement") to be filed within 120 days after the
Company's fiscal year ended January 31, 2002, and is incorporated herein by this
reference thereto.
Executive and Reporting Officers
Age Date First Appointed
as of as an Executive or
Name 3/25/02 Position Reporting Officer
---- ------- -------- --------------------
Lawrence R. Johnston 53 Chairman of the Board and Chief Executive 04/23/01
Officer
Peter L. Lynch 50 President and Chief Operating Officer 06/23/99
Robert K. Banks 52 Executive Vice President, Development 06/20/00
Thomas E. Brother 60 Executive Vice President, Distribution 07/30/89
Robert C. Butler 53 Executive Vice President, Operations 03/21/00
Romeo R. Cefalo 52 Executive Vice President, Operations 03/21/00
Robert J. Dunst, Jr. 41 Executive Vice President and Chief 11/19/01
Technology Officer
Kathy J. Herbert 48 Executive Vice President, Human Resources 09/17/01
John R. Sims 52 Executive Vice President and 03/25/02
General Counsel
Lawrence A. Stablein 44 Executive Vice President, Marketing and 10/30/00
Merchandising
Felicia D. Thornton 38 Executive Vice President and Chief Financial 08/22/01
Officer
Kevin H. Tripp 47 Executive Vice President, Drug and General 12/11/00
Merchandise
Steven D. Young 53 Executive Vice President, Labor Relations 12/02/91
and Employment Law
Ertharin Cousin 44 Senior Vice President, Public Affairs 03/15/02
Richard J. Navarro 49 Senior Vice President and Controller 12/22/86
11
Lawrence R. Johnston has served as Chairman of the Board and Chief Executive
Officer since April 23, 2001. Previously he served as President and Chief
Executive Officer, General Electric Appliances Division from November 1999;
President and Chief Executive Officer, General Electric Medical Systems-Europe,
Middle East and Africa from 1997; Chairman of General Electric Company's
European Corporate Executive Council from 1998 to 1999 and Vice President, Sales
and Distribution of GE Appliances Division from 1989 to 1997.
Peter L. Lynch became President and Chief Operating Officer on March 21, 2000
and was appointed to the Board of Directors in July 2001. Previously he served
as Executive Vice President, Operations from June 23, 1999; Executive Vice
President and General Manager of the Acme Division of American Stores Company
from 1998 and Senior Vice President, Store Operations of the Jewel-Osco Division
of American Stores Company from December 1995.
Robert K. Banks was promoted to Executive Vice President, Development on
June 20, 2000. Previously he served as Senior Vice President, Real Estate from
January 31, 1999; Group Vice President, Real Estate from December 2, 1996 and
Vice President, Real Estate from December 24, 1990.
Thomas E. Brother was promoted to Executive Vice President, Distribution on
January 29, 1999. Previously he served as Senior Vice President, Distribution
from 1991.
Robert C. Butler was promoted to Executive Vice President, Operations on
March 21, 2000. Previously he served as Senior Vice President, Merchandising
from June 23, 1999 and Vice President, Southern California Division from 1996.
Romeo R. Cefalo was promoted to Executive Vice President, Operations on
March 21, 2000. Previously he served as President, Southern California Region
from June 23, 1999; Executive Vice President and General Manager of the Lucky
South Division of American Stores Company from 1997 and Senior Vice President
and General Manager of the same division from 1995.
Robert J. Dunst, Jr. became Executive Vice President and Chief Technology
Officer on November 19, 2001. Previously he served as Vice President,
Applications Development, Safeway, Inc. and Director, Systems Architecture and
Infrastructure, Safeway, Inc. from 1995.
Kathy J. Herbert became Executive Vice President, Human Resources on
September 17, 2001. Previously she served as Vice President, Human Resources,
Jewel-Osco Division, American Stores Company and subsequently Albertson's Inc.
from April 1998 and Director, Personnel Training, for Jewel-Osco Division,
American Stores Company from 1996 to 1998.
John R. Sims became Executive Vice President and General Counsel on March 25,
2002. Previously, he was Vice President and Deputy General Counsel with
Federated Department Stores, Inc. from 1990.
Lawrence A. Stablein was promoted to Executive Vice President, Marketing and
Merchandising on October 30, 2000. Previously he served as Senior Vice
President, Marketing for Jewel-Osco from 1997 and Senior Vice President of
Marketing and Formats in American Stores Properties, Inc. group in
Salt Lake City from October 1995.
Felicia D. Thornton became Executive Vice President and Chief Financial
Officer on August 22, 2001. Previously she was a business consultant for HASC
from January 2001; Group Vice President, Kroger Co. from February 1999 and Group
Vice President, Corporate Planning and Accounting, Kroger Co. from February
1996.
12
Kevin H. Tripp was promoted to Executive Vice President, Drug and General
Merchandise on December 11, 2000. Previously he served as President, Drug Region
from June 1999; Executive Vice President and General Manager, American Drug
Stores from November 1997 and Senior Vice President, Pharmacy Sales and
Operations from January 1995.
Steven D. Young became Executive Vice President, Labor Relations and
Employment Law on September 17, 2001. Previously he served as Executive Vice
President, Human Resources from January 1999 and Senior Vice President, Human
Resources from 1993.
Ertharin Cousin became an Executive Officer on March 15, 2002. She was
promoted to Senior Vice President, Public Affairs on June 1, 2001. Previously
she served as Group Vice President, Public Affairs from 2000 and Vice President,
Government and Community Affairs of the Jewel-Osco Division of American Stores
Company and subsequently Albertson's Inc. from 1997.
Richard J. Navarro was promoted to Senior Vice President and Controller on
January 29, 1999. Previously he served as Group Vice President and Controller
from 1993.
Item 11. Executive Compensation
- --------------------------------
Information concerning executive compensation is presented under the headings
"Summary Compensation Table," "Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values," "Option Grants In Last Fiscal Year," and
"Retirement Benefits" in the Proxy Statement. This information is incorporated
herein by this reference thereto.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
Information with respect to security ownership of certain beneficial owners
and management is set forth under the heading "Voting Securities and Principal
Holders Thereof" in the Proxy Statement. This information is incorporated herein
by this reference thereto.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Information concerning related transactions is presented under the heading
"Certain Transactions" in the Proxy Statement. This information is incorporated
herein by this reference thereto.
13
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------------------------------------------------------------------------
(a)1 Financial Statements:
The Independent Auditors' Reports, together with the Consolidated
Financial Statements and the related notes thereto, are listed below
and are incorporated herein by this reference thereto from pages 63 to
87 of the Company's Annual Report to Stockholders for the year ended
January 31, 2002:
Consolidated Earnings - years ended January 31, 2002;
February 1, 2001; February 3, 2000.
Consolidated Balance Sheets -- January 31, 2002; February 1, 2001.
Consolidated Cash Flows - years ended January 31, 2002;
February 1, 2001; February 3, 2000.
Consolidated Stockholders' Equity -- years ended January 31,
2002; February 1, 2001; February 3, 2000.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
Quarterly Financial Data:
Quarterly Financial Data for the years ended January 31, 2002, and
February 1, 2001,is set forth on page 89 of the Annual Report to
Stockholders for the year ended January 31, 2002, and is incorporated
herein by this reference thereto.
(a)2 Schedules:
All schedules are omitted because they are not required or because
the required information is included in the consolidated financial
statements or notes thereto.
(a)3 Exhibits:
A list of the exhibits required to be filed as part of this report
is set forth in the Index to Exhibits on page 16 hereof.
(b) Their were no reports on Form 8-K filed during the quarter ended
January 31, 2002.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the Company
hereby undertakes as follows, which undertaking shall be incorporated by
reference into the Company's Registration Statements on Form S-8 Nos. 2-80776,
33-2139, 33-7901, 33-15062, 33-43635, 33-62799, 33-59803, 333-82157, 333-82161,
333-87773, and 333-73194.
14
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the Act) may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Signatures
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Albertson's, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ALBERTSON'S, INC.
By LAWRENCE R. JOHNSTON
---------------------------------------------
Lawrence R. Johnston
(Chairman of the Board and
Chief Executive Officer)
Date: April 18, 2002
15
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated as of April 18, 2002.
LAWRENCE R. JOHNSTON PETER L. LYNCH
- -------------------------------------- --------------------------------------
Lawrence R. Johnston Peter L. Lynch
(Chairman of the Board and (President and Chief Operating
Chief Executive Officer and Officer and Director)
Director)
FELICIA D. THORNTON RICHARD J. NAVARRO
- -------------------------------------- --------------------------------------
Felicia D. Thornton Richard J. Navarro
(Executive Vice President (Senior Vice President
and Chief Financial Officer) and Controller)
A. GARY AMES CECIL D. ANDRUS
- -------------------------------------- --------------------------------------
A. Gary Ames Cecil D. Andrus
(Director) (Director)
PAMELA G. BAILEY TERESA BECK
- -------------------------------------- --------------------------------------
Pamela G. Bailey Teresa Beck
(Director) (Director)
HENRY I. BRYANT PAUL I. CORDDRY
- -------------------------------------- --------------------------------------
Henry I. Bryant Paul I. Corddry
(Director) (Director)
BONNIE G. HILL CLARK A. JOHNSON
- -------------------------------------- --------------------------------------
Bonnie G. Hill Clark A. Johnson
(Director) (Director)
VICTOR L. LUND BEATRIZ RIVERA
- -------------------------------------- --------------------------------------
Victor L. Lund Beatriz Rivera
(Director) (Director)
J.B. SCOTT WILL M. STOREY
- -------------------------------------- --------------------------------------
J.B. Scott Will M. Storey
(Director) (Director)
16
Index to Exhibits
Filed with the Annual Report
on Form 10-K for the
Year Ended January 31, 2002
Number Description
3.1 Restated Certificate of Incorporation (as amended) is incorporated
herein by reference to Exhibit 3.1 of Form 10-Q for the quarter ended
April 30, 1998.
3.1.1 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock is incorporated herein by reference to
Exhibit 3.1.1 of Form 10-K for the year ended January 30, 1997.
3.1.2 Amendment to Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock is incorporated herein
by reference to Exhibit 3.1.2 of Form 10-K for the year ended
January 28, 1999.
3.2 By-Laws dated March 15, 2001 are incorporated herein by reference to
Exhibit 3.2 of Form 10-K for the year ended February 1, 2001.
4.1 Stockholder Rights Plan Agreement is incorporated herein by reference
to Exhibit 1 of Form 8-A Registration Statement filed with the
Commission on March 4, 1997.
4.1.1 Amendment No. One to Stockholder Rights Plan Agreement (dated
August 2, 1998) is incorporated herein by reference to Exhibit 1 of
Amendment to Form 8-A Registration Statement filed with the
Commission on August 6, 1998.
4.1.2 Amendment No. Two to Stockholder Rights Plan Agreement (dated
March 16, 1999) is incorporated herein by reference to Exhibit 1 of
Amendment to Form 8-A Registration Statement filed with the
Commission on March 25, 1999.
4.2 Indenture, dated as of May 1, 1992, between Albertson's, Inc. and
Morgan Guaranty Trust Company of New York as Trustee is incorporated
herein by reference to Exhibit 4.1 of Form S-3 Registration
Statement 333-41793 filed with the Commission on December 9, 1997.(1)
4.3 Senior Indenture dated May 1, 1995, between American Stores Company
and the First National Bank of Chicago, as Trustee, is incorporated
herein by reference to Exhibit 4.1 of Form 10-Q filed by American
Stores Company (Commission File Number 1-5392) on June 12, 1995.(1)
9 Inapplicable
10.1 J. A. and Kathryn Albertson Foundation Inc. Stock Agreement (dated
May 21, 1997) is incorporated herein by reference to Exhibit 10.1 of
Form 10-Q for the quarter ended May 1, 1997.*
17
Number Description
10.1.1 Waiver regarding Alscott Limited Partnership #1 Stock Agreement
(dated May 21, 1997) is incorporated herein by reference to Exhibit
10.1.1 of Form 10-Q for the quarter ended May 1, 1997.*
10.1.2 Waiver regarding Kathryn Albertson Stock Agreement (dated May 21,
1997) is incorporated herein by reference to Exhibit 10.1.2 of
Form 10-Q for the quarter ended May 1, 1997.*
10.2 Agreement between the Company and Gary G. Michael dated December 22,
2000 is incorporated herein by reference to Exhibit 10.2 of Form 10-K
for the year ended February 1, 2001.*
10.3 Form of Award of Deferred Stock Units is incorporated herein by
reference to Exhibit 10.3 of Form 10-K for the year ended February 1,
2001.*
10.4 Employment Agreement between the Company and Lawrence R. Johnston
dated April 23, 2001 is incorporated herein by reference to
Exhibit 10.4 of Form 8-K filed on April 26, 2001.*
10.4.1 Amendment to Employment Agreement between the Company and Lawrence R.
Johnston dated July 19, 2001.*
10.5 Form of Beneficiary Agreement for Key Executive Life Insurance is
incorporated herein by reference to Exhibit 10.5.1 of Form 10-K for
the year ended January 30, 1986.*
10.6 Executive Deferred Compensation Plan (amended and restated
February 1, 1989) is incorporated herein by reference to Exhibit 10.6
of Form 10-K for the year ended February 2, 1989.*
10.6.1 Amendment to Executive Deferred Compensation Plan (dated December 4,
1989) is incorporated herein by reference to Exhibit 10.6.1 of
Form 10-Q for the quarter ended November 2, 1989.*
10.6.2 Amendment to Executive Deferred Compensation Plan (dated December 15,
1998) is incorporated herein by reference to Exhibit 10.6.2 of
Form 10-K for the year ended February 3, 2000.*
10.6.3 Amendment to Executive Deferred Compensation Plan (dated March 15,
2001) is incorporated herein by reference to Exhibit 10.6.3 of
Form 10-K for the year ended February 1, 2001.*
10.7 Senior Operations Executive Officer Bonus Plan is incorporated herein
by reference to Exhibit 10.7 of Form 10-K for the year ended
January 30, 1997.*
18
Number Description
10.8 Form of Consulting Agreement with Special Advisors to the Board of
Directors dated as of March 15, 2001 is incorporated herein by
reference to Exhibit 10.8 of Form 10-K for the year ended February 1,
2001.*
10.9 Description of Bonus Incentive Plans (amended December 3, 1984) is
incorporated herein by reference to Exhibit 10.9 of Form 10-K for the
year ended January 31, 1985.*
10.10 2000 Deferred Compensation Plan (dated January 1, 2000) is
incorporated by reference to Exhibit 10.10 of Form 10-K for the year
ended February 3, 2000.*
10.11 Employment Agreement between the Company and John R. Sims effective
April 3, 2002.*
10.12 Employment Agreement between the Company and Robert J. Dunst, Jr.
dated November 16, 2001 is incorporated herein by reference to
Exhibit 10.42 to Form 10-Q for the quarter ended November 1, 2001.*
10.13 Executive Pension Makeup Plan (amended and restated February 1, 1989)
is incorporated herein by reference to Exhibit 10.13 of Form 10-K for
the year ended February 2, 1989.*
10.13.1 First Amendment to Executive Pension Makeup Plan (dated June 8, 1989)
is incorporated herein by reference to Exhibit 10.13.1 of Form 10-Q
for the quarter ended May 4, 1989.*
10.13.2 Second Amendment to Executive Pension Makeup Plan (dated January 12,
1990) is incorporated herein by reference to Exhibit 10.13.2 of
Form 10-K for the year ended February 1, 1990.*
10.13.3 Third Amendment to Executive Pension Makeup Plan (dated January 31,
1990) is incorporated herein by reference to Exhibit 10.13.3 of
Form 10-Q for the quarter ended August 2, 1990.*
10.13.4 Fourth Amendment to Executive Pension Makeup Plan (effective
January 1, 1995) is incorporated herein by reference to
Exhibit 10.13.4 of Form 10-K for the year ended February 2, 1995.*
10.13.5 Amendment to Executive Pension Makeup Plan (retroactive to January 1,
1990) is incorporated herein by reference to Exhibit 10.13.5 of
Form 10-K for the year ended February 1, 1996.*
10.13.6 Amendment to Executive Pension Makeup Plan (retroactive to October 1,
1999) is incorporated herein by reference to Exhibit 10.13.6 of
Form 10-K for the year ended February 3, 2000.*
19
Number Description
10.14 Executive ASRE Makeup Plan (dated September 26, 1999) is incorporated
herein by reference to Exhibit 10.14 of Form 10-K for the year ended
February 3, 2000.*
10.15 Senior Executive Deferred Compensation Plan (amended and restated
February 1, 1989) is incorporated herein by reference to
Exhibit 10.15 of Form 10-K for the year ended February 2, 1989.*
10.15.1 Amendment to Senior Executive Deferred Compensation Plan (dated
December 4, 1989) is incorporated herein by reference to
Exhibit 10.15.1 of Form 10-Q for quarter ended November 2, 1989.*
10.15.2 Amendment to Senior Executive Deferred Compensation Plan (dated
December 15, 1998) is incorporated herein by reference to
Exhibit 10.7.1 of Form 10-K for the year ended February 3, 2000.*
10.16 1986 Nonqualified Stock Option Plan (amended March 4, 1991) is
incorporated herein by reference to Exhibit 10.16 of Form 10-K for
the year ended January 31, 1991. Exhibit 10.16 expired by its terms
in 1996. Notwithstanding such expiration, certain agreements for the
options granted under these option plans remain outstanding.*
10.17 Form of 1986 Nonqualified Stock Option Plan Stock Option Agreement
(amended November 30, 1987) is incorporated herein by reference to
Exhibit 10.17 of Form 10-Q for the quarter ended October 29, 1987.*
10.18 Executive Pension Makeup Trust (dated February 1, 1989) is
incorporated herein by reference to Exhibit 10.18 of Form 10-K for
the year ended February 2, 1989.*
10.18.1 Amendment to Executive Pension Makeup Trust (dated July 24, 1998) is
incorporated herein by reference to Exhibit 10.18.1 of Form 10-K for
the year ended February 3, 2000.*
10.18.2 Amendment to Executive Pension Makeup Trust (dated December 1, 1998)
is incorporated herein by reference to Exhibit 10.18.1 of Form 10-Q
for quarter ended October 29, 1998.*
10.18.3 Amendment to Executive Pension Makeup Trust (dated December 1, 1999)
is incorporated herein by reference to Exhibit 10.18.3 of Form 10-K
for year ended February 3, 2000.*
10.18.4 Amendment to Executive Pension Makeup Trust (dated March 31, 2000) is
incorporated herein by reference to Exhibit 10.18.4 of Form 10-K for
year ended February 1, 2001.*
20
Number Description
10.19 Executive Deferred Compensation Trust (dated February 1, 1989) is
incorporated herein by reference to Exhibit 10.19 of Form 10-K for
year ended February 2, 1989.*
10.19.1 Amendment to Executive Deferred Compensation Trust (dated July 24,
1998) is incorporated herein by reference to Exhibit 10.19.1 of
Form 10-K for year ended February 3, 2000.*
10.19.2 Amendment to Executive Deferred Compensation Trust (dated December 1,
1998) is incorporated herein by reference to Exhibit 10.19.1 of
Form 10-Q for quarter ended October 29, 1998.*
10.19.3 Amendment to Executive Deferred Compensation Trust (dated December 1,
1999) is incorporated herein by reference to Exhibit 10.19.3 of
Form 10-K for year ended February 3, 2000.*
10.19.4 Amendment to Executive Deferred Compensation Trust (dated March 31,
2000) is incorporated herein by reference to Exhibit 10.19.4 of
Form 10-K for year ended February 1, 2001.*
10.20 1990 Deferred Compensation Plan is incorporated herein by reference
to Exhibit 10.20 of Form 10-K for year ended January 31, 1991.*
10.20.1 Amendment to 1990 Deferred Compensation Plan (dated April 12, 1994)
is incorporated herein by reference to Exhibit 10.20.1 of Form 10-Q
for the quarter ended August 4, 1994.*
10.20.2 Amendment to 1990 Deferred Compensation Plan (dated November 5, 1997)
is incorporated herein by reference to Exhibit 10.20.2 of Form 10-K
for the year ended January 29, 1998.*
10.20.3 Amendment to 1990 Deferred Compensation Plan (dated November 1, 1998)
is incorporated herein by reference to Exhibit 10.20.3 of Form 10-Q
for the quarter ended October 29, 1998.*
10.21 Non-Employee Directors' Deferred Compensation Plan is incorporated
herein by reference to Exhibit 10.21 of Form 10-K for the year ended
January 31, 1991.*
10.21.1 Amendment to Non-Employee Directors' Deferred Compensation Plan
(dated December 15, 1998) is incorporated herein by reference to
Exhibit 10.21.1 of Form 10-K for year ended February 3, 2000.*
10.21.2 Amendment to Non-Employee Directors' Deferred Compensation Plan
(dated March 15, 2001) is incorporated herein by reference to
Exhibit 10.21.2 of Form 10-K for the year ended February 1, 2001.*
21
Number Description
10.22 1990 Deferred Compensation Trust (dated November 20, 1990) is
incorporated herein by reference to Exhibit 10.22 of Form 10-K for
year ended January 31, 1991.*
10.22.1 Amendment to 1990 Deferred Compensation Trust (dated July 24, 1998)
is incorporated herein by reference to Exhibit 10.22.1 of Form 10-K
for year ended February 3, 2000.*
10.22.2 Amendment to 1990 Deferred Compensation Trust (dated December 1,
1998) is incorporated herein by reference to Exhibit 10.22.1 of
Form 10-Q for quarter ended October 29, 1998.*
10.22.3 Amendment to 1990 Deferred Compensation Trust (dated December 1,
1999) is incorporated herein by reference to Exhibit 10.22.3 of
Form 10-K for year ended February 3, 2000.*
10.22.4 Amendment to 1990 Deferred Compensation Trust (dated March 31, 2000)
is incorporated herein by reference to Exhibit 10.22.4 of Form 10-K
for year ended February 1, 2001.*
10.23 2000 Deferred Compensation Trust (dated January 1, 2000) is
incorporated herein by reference to Exhibit 10.23 of Form 10-K for
year ended February 3, 2000.*
10.23.1 Amendment to the 2000 Deferred Compensation Trust (dated March 31,
2000) is incorporated herein by reference to Exhibit 10.23.1 of
Form 10-K for year ended February 1, 2001.*
10.24 1995 Stock-Based Incentive Plan (dated May 26, 1995) is incorporated
herein by reference to Exhibit 10.24 of Form 10-Q for the quarter
ended May 4, 1995.*
10.24.1 Form of 1995 Stock-Based Incentive Plan Stock Option Agreement (dated
December 4, 1995) is incorporated herein by reference to
Exhibit 10.24.1 of Form 10-K for the year ended February 1, 1996.*
10.25 1995 Stock Option Plan for Non-Employee Directors (dated May 26,
1995) is incorporated herein by reference to Exhibit 10.25 of
Form 10-Q for the quarter ended May 4, 1995.*
10.25.1 Form of 1995 Stock Option Plan for Non-Employee Directors Agreement
(dated May 30, 1995) is incorporated herein by reference to
Exhibit 10.25.1 of Form 10-Q for the quarter ended May 4, 1995.*
10.25.2 Amendment to 1995 Stock Option Plan for Non-Employee Directors (dated
March 15, 2001) is incorporate herein by reference to Exhibit 10.25.2
of Form 10-K for the year ended February 1, 2001.*
22
Number Description
10.26 Amended and Restated 1995 Stock-Based Incentive Plan (dated
November 12, 1998) is incorporated herein by reference to
Exhibit 10.26 of Form 10-Q for the quarter ended October 29, 1998.*
10.26.1 Amendment to Amended and Restated 1995 Stock-Based Incentive Plan
(dated March 15, 2001) is incorporate herein by reference to
Exhibit 10.26.1 of Form 10-K for the year ended February 1, 2001.*
10.27 Termination and Consulting Agreement by and among American Stores
Company, Albertson's, Inc. and Victor L. Lund is incorporated herein
by reference to Exhibit 10.27 of Form 10-K for the year ended
January 28, 1999.*
10.28 Credit Agreement (5-year) (dated March 22, 2000) is incorporated
herein by reference to Exhibit 10.28 of Form 10-K for the year ended
February 3, 2000.
10.28.1 Amendment to Credit Agreement (5-year) (dated March 15, 2001) is
incorporated by reference to Exhibit 10.28.1 of Form 10-K for the
year ended February 1, 2001.
10.29 Amended and Restated Credit Agreement (364-day) (dated March 13,
2002).
10.30 American Stores Company Supplemental Executive Retirement Plan 1998
Restatement is incorporated herein by reference to Exhibit 4.1 of
Form S-8 filed by American Stores Company (Commission File
Number 1-5392) on July 13, 1998.*
10.30.1 Amendment to American Stores Company Supplemental Executive
Retirement Plan 1998 Restatement, dated as of September 15, 1998, is
incorporated herein by reference to Exhibit 10.4 of Form 10-Q filed
by American Stores Company (Commission File Number 1-5392) on
December 11, 1998.*
10.31 American Stores Company 1997 Stock Option and Stock Award Plan is
incorporated herein by reference to Exhibit B of the 1997 Proxy
Statement filed by American Stores Company (Commission File
Number 1-5392) on May 2, 1997.*
10.31.1 Amendment to American Stores Company 1997 Stock Option and Stock
Award Plan, dated as of October 8, 1998, is incorporated herein by
reference to Exhibit 10.1 of Form 10-Q filed by American Stores
Company (Commission File Number 1-5392) on December 11, 1998.*
10.31.2 Amendment to American Stores Company 1997 Stock Plan for Non-Employee
Directors (dated March 15, 2001) is incorporated by reference to
Exhibit 10.31.2 of Form 10-K for the year ended February 1, 2001.*
23
Number Description
10.32 American Stores Company 1997A Stock Option and Stock Award Plan,
dated as of March 27, 1997, is incorporated herein by reference to
Exhibit 4.11 of the S-8 Registration Statement (Registration
No. 333-82157) filed by Albertson's, Inc. on July 2, 1999.*
10.33 American Stores Company 1997 Stock Plan for Non-Employee Directors is
incorporated herein by reference to Exhibit C of the 1997 Proxy
Statement filed by American Stores Company (Commission File
Number 1-5392) on May 2, 1997.*
10.34 American Stores Company Amended and Restated 1989 Stock Option and
Stock Award Plan is incorporated herein by reference to Exhibit 4.13
of the S-8 Registration Statement (Registration No. 333-82157) filed
by Albertson's, Inc. on July 2, 1999.*
10.35 American Stores Company Amended and Restated 1985 Stock Option and
Stock Award Plan is incorporated herein by reference to Exhibit 4.14
of the S-8 Registration Statement (Registration No. 333-82157) filed
by Albertson's, Inc. on July 2, 1999.*
10.36 Employment Agreement between the Company and Peter L. Lynch dated
January 26, 2001 is incorporated herein by reference to Exhibit 10.36
to Form 10-Q for the quarter ended August 2, 2001.*
10.36.1 Amendment to Employment Agreement between the Company and Peter L.
Lynch dated April 23, 2001 is incorporated herein by reference to
Exhibit 10.36.1 to Form 10-Q for the quarter ended August 2, 2001.*
10.37 Agreement between the Company and Peter L. Lynch dated June 18, 1999
is incorporated herein by reference to Exhibit 10.37 to Form 10-Q for
the quarter ended August 2, 2001.*
10.38 Albertson's Voluntary Separation Plan for officers effective July 18,
2001 is incorporated herein by reference to Exhibit 10.38 to
Form 10-Q for the quarter ended August 2, 2001.*
10.39 Albertson's Severance Plan for Officers effective July 18, 2001 is
incorporated herein by reference to Exhibit 10.39 to Form 10-Q for
the quarter ended August 2, 2001.*
10.40 Employment Agreement between the Company and Felicia D. Thornton
dated August 6, 2002 is incorporated herein by reference to
Exhibit 10.40 to Form 10-Q for the quarter ended August 2, 2001.*
10.41 Albertson's Amended and Restated 1995 Stock-Based Incentive Plan is
incorporate herein by reference to Exhibit 10.41 to Form 10-Q for the
quarter ended November 1, 2001.*
24
Number Description
10.41.1 Form of 1995 Amended and Restated Stock-Based Incentive Plan Stock
Option Agreement is incorporated herein by reference to
Exhibit 10.41.1 to Form 10-Q for the quarter ended November 1, 2001.*
11 Inapplicable
12 Inapplicable
13 Exhibit 13 consists of pages 49 to 89 and the inside back cover of
Albertson's, Inc. 2001 Annual Report to Stockholders which are
numbered as pages 1 to 42 of Exhibit 13. Such report, except to the
extent incorporated herein by reference, has been sent to and
furnished for the information of the Securities and Exchange
Commission only and is not to be deemed filed as part of this Annual
Report on Form 10-K. The references to the pages incorporated by
reference are to the printed Annual Report. The references to the
pages of Exhibit 13 are as follows: Item 3--page 35; Item 5-page 42;
Item 6-page 40; Item 7-pages 1 through 14; Item 7A-page 12; and
Items 8 and 14--pages 15 through 39 and page 41.
16 Inapplicable
18 Inapplicable
21 Subsidiaries of the Registrant
22 Inapplicable
23 Independent Auditors' Consent - Deloitte & Touche LLP
24 Inapplicable
* Identifies management contracts or compensatory plans or arrangements
required to be filed as an exhibit hereto.
(1) In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K, various other
instruments defining the rights of holders of long-term debt of the
Registrant and its subsidiaries are not being filed herewith, because the
total amount of securities authorized under each such instrument does not
exceed 10% of the total assets of the Registrant and its subsidiaries on
a consolidated basis. The Registrant hereby agrees to furnish a copy of
any such instrument to the Commission upon request.
25