Item 1. Business _________________
General
The Registrant, Albertson's, Inc. (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. The Company is the fourth largest retail food and drug chain in the United States with operations in 19 Western, Midwestern and Southern states. As of February 3, 1994, the Company operated 676 stores consisting of 536 combination food-drug stores, 96 conventional supermarkets and 44 warehouse stores. Retail operations are supported by eleven Company- owned distribution centers.
During 1993, the Company changed the classification of its store types to better reflect the store formats the Company is developing today. Consequently, the superstore format has been eliminated and the Company now classifies all stores over 35,000 square feet (except warehouse stores) as combination food-drug stores.
The Company's combination food-drug stores are super grocery/super drugstores under one roof and range in size from 35,000 to 75,000 square feet. Most of these stores offer prescription drugs and an expanded section of cosmetics and nonfoods in addition to specialty departments such as service seafood and meat, salad bar, bakery, lobby/video, service delicatessen and floral. Food and nonfood shopping areas are served by a common set of checkstands and approximately equal amounts of selling space are devoted to each area.
The Company's conventional supermarkets range in size from 15,000 to 35,000 square feet. These stores offer a full selection in the basic departments of grocery, meat, produce, dairy and limited nonfood lines. Many locations have an in-store bakery and service delicatessen.
The Company's warehouse stores are operated primarily under the name "Max Food and Drug". These no-frills stores range in size from 17,000 to 73,000 square feet and offer significant savings with special emphasis on discounted meat and produce.
The Company's retail operations are organized into regions with each region comprised of three to five divisions. A senior vice president who also serves as a regional manager directs the operating divisions in retail strategies, planning, marketing approaches and employee development. Each operating division is managed by a division vice president or manager. The division staff includes district sales managers responsible for an average of 19 stores and merchandising specialists in areas such as grocery, produce, pharmacy, liquor, general merchandise, bakery, meat and delicatessen. District sales managers, as well as store directors, are responsible for overall store operations, and merchandising specialists serve as advisors to help maintain adherence to overall division pricing and merchandising policies.
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 supermarkets, including independent stores and local outlets of regional and national chains. Competition also exists with respect to particular products from such retailers as convenience stores, warehouse stores, drugstores and nonfood superstores.
The Company has been able to efficiently supply its stores with merchandise through various means. Stores are provided with merchandise from the Company's distribution centers, outside wholesalers or directly from manufacturers in an effort to obtain merchandise at the lowest possible cost. With the opening of the Company's Plant City, Florida Distribution Center, which became fully operational in March 1994, the Company now services all of its retail stores from company-owned distribution centers.
All of the Company's stores carry a broad range of national brands and offer private label products in many merchandise categories. The Company's stores emphasize everyday low prices and provide consumer information such as: nutritional signing in the meat and produce departments, freshness code dating, unit pricing and food information pamphlets. The Company also offers a choice of recyclable paper or plastic bags and collection bins for plastic bag recycling.
As of February 3, 1994, the Company employed approximately 75,000 people. Approximately 43% of the employees are covered by collective bargaining agreements. During 1994, local area agreements covering approximately 9% of the Company's employees will be renegotiated in the normal course of business. The Company considers its present relations with employees to be satisfactory and intends to continue employee development, training, employee benefit, wage and salary administration programs.
Albertson's stores are located in the Western, Midwestern and Southern areas of the United States. The following is a summary of the stores by state as of February 3, 1994:
Albertson's Retail Stores _________________________ Arizona 21 Arkansas 1 California 150 Colorado 40 Florida 78 Idaho 28 Kansas 4 Louisiana 14 Montana 7 Nebraska 6 Nevada 24 New Mexico 18 Oklahoma 16 Oregon 43 South Dakota 1 Texas 120 Utah 32 Washington 65 Wyoming 8 ___ Total 676
Item 2.
Item 2. Properties ___________________
As of year end, the Company operated 676 stores in the states discussed in Item 1. An analysis of stores by division is as follows:
Number of Stores _________ Idaho (Southern Idaho (25), Northern Nevada (7), Eastern Oregon (4) and Wyoming (1)) 37 Inland Empire (Eastern Washington (17), Montana (7) and Northern Idaho (2)) 26 Utah (Utah (32) and Wyoming (1)) 33 Western Washington 46 Oregon (Western Oregon (39) and Washington (2)) 41 Southern California (California (87) and Southern Nevada (17)) 104 Northern California 38 Rocky Mountain (Colorado (31), Wyoming (5), and South Dakota (1)) 37 Southwest (Arizona (21), New Mexico (17), Texas (3) and California (1)) 42 Midwest (Oklahoma (16), Nebraska (6) and Kansas (4)) 26 South Texas 31 North Texas (Texas (78), Louisiana (14) and Arkansas (1)) 93 Florida 78 Max Food & Drug (California (24), Colorado (9), Texas (8), Idaho (1), New Mexico (1) and Wyoming (1)) 44 ___
The Company has actively pursued an expansion program of adding new retail stores, enlarging and remodeling existing stores and replacing old stores. During the past ten years, the Company has built or acquired 397 stores. Approximately 94% of the Company's current square footage has been opened or remodeled during the same period. The Company continues to follow the policy of closing stores that are obsolete or lack satisfactory profit potential.
The following is a summary of stores, by classification, as of the indicated fiscal year end:
1993 1992 1991 1990 1989 ____ ____ ____ ____ ____ Combination Food-Drug 536 506 407 364 334 Conventional Stores 96 106 123 136 157 Warehouse Stores 44 44 32 31 32 ___ ___ ___ ___ ___ Total . 676 656 562 531 523
The following table summarizes the Company's square footage by store type as of the indicated fiscal year end (in thousands):
1993 1992 1991 1990 1989 ______ ______ ______ ______ ______ Combination Food-Drug 26,602 25,159 19,647 17,589 16,155 Conventional Stores 2,741 3,009 3,471 3,800 4,277 Warehouse Stores 2,031 1,959 1,383 1,345 1,379 ______ ______ ______ ______ ______ Total 31,374 30,127 24,501 22,734 21,811
The Company has expanded and improved its distribution facilities in areas where opportunities exist to improve service to the retail stores and generate an adequate return on investment. During 1993, approximately 70% of the merchandise purchased for resale in Company retail stores was received from Company-operated distribution facilities.
Albertson's distribution system consists of eleven owned centers located strategically throughout the Company's operating area. These units operate as separate profit centers. The following is a summary of the Company's distribution and manufacturing facilities as of February 3, 1994:
Location Square Footage ________ ______________ Fort Worth, Texas Groceries, Frozen Food, Produce, Meat and Deli 1,100,000 Brea, California Groceries, Frozen Food, Produce, Liquor, Bakery, Meat and Deli 1,059,000 Plant City, Florida Groceries, Frozen Food, Produce, Liquor, Meat, Deli and high volume Health and Beauty Care 954,000 Phoenix, Arizona Groceries, Frozen Food, Produce, Liquor, Meat, Deli and high volume Health and Beauty Care 687,000 Portland, Oregon Groceries, Frozen Food, Produce, Meat and Deli 576,000 Ponca City, Oklahoma Health and Beauty Care, General Merchandise and Pharmaceuticals 419,000 Salt Lake City, Utah Groceries, Frozen Food, Produce, Meat and Deli 406,000 Denver, Colorado Groceries, Frozen Food, Produce, Meat and Deli 355,000 Sacramento, California Groceries, Frozen Food, Produce, Liquor, Meat and Deli 302,000 Boise, Idaho Health and Beauty Care and General Merchandise 158,000 Ice Cream Plant 11,000 _________ Total 6,027,000
Prior to 1984 the Company financed a major portion of its stores under sale and leaseback arrangements. The leases normally require the Company to pay for property taxes, insurance and general maintenance. Some of the leases provide for contingent rent in addition to minimum rent if sales exceed specified amounts. Typically such leases contain renewal options which allow the Company the right to extend the lease for varying additional periods.
Since 1984 the Company has financed most retail store construction internally, rather than through sale and leaseback arrangements, thus retaining ownership of its land and buildings. The Company plans to use future cash to be provided by operating activities and short or medium-term financing to continue expansion plans in the foreseeable future.
As of February 3, 1994, 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 6% of the Company's stores. The Company also holds title to the land and buildings of the corporate headquarters in Boise, Idaho and all of the distribution centers.
Item 3.
Item 3. Legal Proceedings __________________________
On March 30, 1992, Super Food Services, Inc. filed a complaint against the Company in Florida state court (Circuit Court of the Ninth Judicial Circuit, Orange County, Florida, Case No. CI 92-2636) originally seeking specific performance of an alleged agreement for the purchase of Super Food's existing Orlando distribution facilities. Super Food also sought an injunction to force the Company to maintain its business relationship with Super Food pending resolution of the litigation. The trial court denied such injunctive relief, and the court's ruling has been upheld on appeal. Super Food filed an amended complaint in January of 1993 and is seeking damages of approximately $97 million for the breach of an alleged oral requirements contract between Super Food and the Company or, in the alternative, approximately $27 million in damages for the Company's breach of an alleged agreement to purchase Super Food's Florida facilities. On March 29, 1994, a final judgment was granted by the trial court in favor of Albertson's on the $97 million claim, which final judgment has essentially the same legal effect as the granting of summary judgment in favor of Albertson's as to that claim. In addition, after a hearing on March 31, 1994, the trial court indicated that Albertson's motion for summary judgment on the $27 million claim will be granted, and an order to that effect will be entered shortly. It is anticipated that Super Food intends to appeal the foregoing judgments. The Company continues to believe it has substantial and meritorious defenses to the claims and will vigorously defend against any appeals that may be taken. The outcome of any appeals cannot be determined at this time.
The Company is also involved in other routine litigation incidental to operations. In the opinion of management, the ultimate resolution of the above described lawsuit and other pending legal proceedings will not have a material adverse effect on the Company's financial condition or results of operations.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders ____________________________________________________________
No matters were submitted during the fourth quarter of 1993 to a vote of security holders through the solicitation of proxies or otherwise.
PART II _______
Item 5.
Item 5. Market for the Registrant's Common Equity and Related _______________________________________________________________ Stockholder Matters ___________________
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 1993 Annual Report to Stockholders. This information is incorporated herein by this reference thereto. The market value of the Company's common stock on March 31, 1994 was $28.625 per share.
Item 6.
Item 6. Selected Financial Data ________________________________
Selected financial data of the Company for the fiscal years 1989 through 1993 is included under the caption "Five Year Summary of Selected Financial Data" on page 40 of the Company's 1993 Annual Report to Stockholders. This information is incorporated herein by this reference thereto.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and ________________________________________________________________________ Results of Operations _____________________
The information required under this item is included under the caption "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 17 to 19 of the Company's 1993 Annual Report to Stockholders. This information is incorporated herein by this reference thereto.
Item 8.
Item 8. Financial Statements and Supplementary Data ____________________________________________________
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 20 to 39 and page 41 of the Company's 1993 Annual Report to Stockholders and are incorporated herein by this reference thereto.
Item 9.
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.
PART III ________
Item 10.
Item 10. Directors and Executive Officers of the Registrant ____________________________________________________________
Directors _________
The information regarding directors and nominees for directors of the Company is presented under the headings "Election of Directors", "Nominees for Election as Class II Directors", "Continuing Class III Directors", "Continuing Class I Directors" and "Filings of Forms Pursuant to Section 16 of the Securities Exchange Act of 1934" in the Company's definitive proxy statement for use in connection with the 1994 Annual Meeting of Stockholders (the "Proxy Statement") to be filed within 120 days after the Company's fiscal year ended February 3, 1994, and is incorporated herein by this reference thereto.
Executive Officers __________________ Age Date First Appointed as of as an Executive Name 3/31/94 Position Officer ____ _______ ________ ____________________
Warren E. McCain 68 Chairman of the Executive 06/30/72 Committee of the Board
Gary G. Michael 53 Chairman of the Board and 12/02/74 Chief Executive Officer
John B. Carley 60 President and Chief Operating 04/05/76 Officer
Michael F. Reuling 47 Executive Vice President, 12/30/79 Store Development
Thomas R. Saldin 47 Executive Vice President, 12/26/83 Administration and General Counsel
Thomas E. Brother 52 Senior Vice President, 07/30/89 Distribution
A. Craig Olson 42 Senior Vice President, Finance 12/22/86 and Chief Financial Officer
Carl W. Pennington 56 Senior Vice President and 08/02/87 Regional Manager
Allen R. Rowland 49 Senior Vice President and 08/07/89 Regional Manager
Ronald P. Schiff 55 Senior Vice President, 07/01/91 Merchandising
Patrick S. Steele 44 Senior Vice President, 06/10/90 Information Systems and Technology
Ronald D. Walk 50 Senior Vice President and 05/28/84 Regional Manager
Steven D. Young 45 Senior Vice President, Human 12/02/91 Resources
David G. Dean 43 Group Vice President, 12/02/91 Procurement
Executive Officers (continued) ______________________________
Age Date First Appointed as of as an Executive Name 3/31/94 Position Officer ____ _______ ________ ____________________
Peggy Jo Jones 41 Group Vice President, Employee 11/29/93 Development and Communications
Richard L. King 44 Group Vice President, 01/01/94 Merchandising
Richard J. Navarro 41 Group Vice President and 11/29/93 Controller
Warren E. McCain became Chairman of the Executive Committee of the Board on February 1, 1991. Previously, he served as Chairman of the Board and Chief Executive Officer from December 6, 1976.
Gary G. Michael assumed the position of Chairman of the Board and Chief Executive Officer on February 1, 1991. Previously, he held the positions of Vice Chairman of the Board from 1984 and Executive Vice President and Chief Financial and Corporate Development Officer from 1983.
John B. Carley assumed additional responsibilities as Chief Operating Officer on February 1, 1991. He has served as President since 1984.
Michael F. Reuling has served as Executive Vice President, Store Development since 1986.
Thomas R. Saldin was promoted to Executive Vice President, Administration and General Counsel in 1991. Previously, he served as Senior Vice President and General Counsel from 1983.
Thomas E. Brother was promoted to Senior Vice President, Distribution in 1991. Previously he served as Group Vice President, Distribution from 1989.
A. Craig Olson was promoted to Senior Vice President, Finance and Chief Financial Officer on February 1, 1991. Previously, he served as Group Vice President, Finance from 1986.
Carl W. Pennington was promoted to Senior Vice President and Regional Manager in 1988. Previously he served as Senior Vice President, Corporate Merchandising from 1987.
Allen R. Rowland was promoted to Senior Vice President and Regional Manager in 1989. Previously, he served as Vice President, Florida Division from 1987.
Ronald P. Schiff, Senior Vice President, Merchandising joined Albertson's in 1991 as Senior Vice President, Non-Foods Merchandising. Prior to joining the Company he was associated with Payless Drugstores from 1960 where he served in various management positions, including President and CEO.
Patrick S. Steele was promoted to Senior Vice President, Information Systems and Technology in 1993. Previously he served as Group Vice President, Management Information Systems from 1990 and Vice President, Management Information Systems from 1983.
Ronald D. Walk has held the position of Senior Vice President and Regional Manager since 1984.
Steven D. Young was promoted to Senior Vice President, Human Resources in 1993. Previously he served as Group Vice President, Human Resources from 1991 and Vice President, Personnel from 1983.
David G. Dean was promoted to Group Vice President, Procurement in 1991. Previously, he served as Vice President, Private Label Operations from 1988.
Peggy Jo Jones was promoted to Group Vice President, Employee Development and Communications in 1993. Previously she served as Vice President, Employee Development and Communications from 1993, Vice President, Retail Accounting from 1992, Assistant Vice President, Retail Accounting from 1990 and Director of Retail Store Automation from 1989.
Richard L. King was promoted to Group Vice President, Merchandising in 1994. Previously he served as Vice President of the Rocky Mountain Division from 1992, and Division Manager, Rocky Mountain Division from 1991. Prior to that time he served as Director of Operations, Texas Division since 1990, and District Sales Manager, Texas and Idaho Divisions, since 1987.
Richard J. Navarro was promoted to Group Vice President and Controller in 1993. Previously he served as Vice President and Controller from 1989 and Vice President, Property and Tax Accounting since 1986.
Item 11.
Item 11. Executive Compensation ________________________________
Information concerning executive compensation is presented under the headings "Compensation of Executive Officers" and "Retirement Benefits" in the Proxy Statement. Such information is incorporated herein by this reference thereto.
Item 12.
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. Such information is incorporated herein by this reference thereto.
Item 13.
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.
PART IV _______
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K _________________________________________________________________________
(a)1. Financial Statements:
The Independent Auditors' Report, together with the Consolidated Financial Statements and the related notes thereto, are listed below and are incorporated herein by this reference thereto from pages 20 to 39 of the Company's Annual Report to Stockholders for the year ended February 3, 1994:
Consolidated Earnings -- years ended February 3, 1994; January 28, 1993; January 30, 1992.
Consolidated Balance Sheets -- February 3, 1994; January 28, 1993; January 30, 1992.
Consolidated Cash Flows -- years ended February 3, 1994; January 28, 1993; January 30, 1992.
Consolidated Stockholders' Equity -- years ended February 3, 1994; January 28, 1993; January 30, 1992.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
Quarterly Financial Data:
Quarterly Financial Data for the years ended February 3, 1994, January 28, 1993 and January 30, 1992 is set forth on page 41 of the Annual Report to Stockholders for the year ended February 3, 1994, and is incorporated herein by this reference thereto.
(a)2. Schedules:
Page of Form 10-K _________
Schedule V - Property, Plant and Equipment 16
Schedule VI - Accumulated Depreciation, Depletion 17 and Amortization of Property, Plant and Equipment
Schedule IX - Short-Term Borrowings 18
All other schedules are omitted because they are not required, or because the required information is included in the consolidated financial statements or notes thereto.
(a)2(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 20 hereof.
(b) Reports on Form 8-K:
There were no reports on Form 8-K during the quarter ended February 3, 1994.
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 Company's Registration Statements on Form S-8 Nos. 2-53959, 2-80776, 33-2139, 33-7901, 33-15062 and 33-43635.
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.
INDEPENDENT AUDITORS' REPORT ____________________________
The Board of Directors and Stockholders Albertson's, Inc.:
We have audited the consolidated financial statements of Albertson's, Inc. and subsidiaries as of February 3, 1994, January 28, 1993 and January 30, 1992 and for the years then ended, and have issued our report thereon dated March 23, 1994; such financial statements and report are included in your 1993 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedules of Albertson's, Inc. and subsidiaries, listed in Item 14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE
Boise, Idaho March 31, 1994
INDEPENDENT AUDITORS' CONSENT _____________________________
We consent to the incorporation by reference in Registration Statements numbered 2-53959, 2-80776, 33-2139, 33-7901, 33-15062, and 33-43635 on Form S-8 and Registration Statements numbered 33-46436 and 33-49329 on Form S-3 of Albertson's, Inc. and subsidiaries of our reports dated March 23, 1994, appearing in and incorporated by reference in the Annual Report on Form 10-K of Albertson's, Inc. and subsidiaries for the year ended February 3, 1994.
DELOITTE & TOUCHE
Boise, Idaho April 4, 1994
Depreciation and amortization is provided on the straight-line method. Buildings and equipment are depreciated over the estimated useful life of the asset. Leasehold improvements are amortized over the shorter of the life of the applicable lease or the life of the asset. Capitalized leases are amortized over their primary term. The principal rates used in computing the annual depreciation and amortization are as follows:
Buildings 2.86 - 4.00% Leasehold improvements 6.67 - 10.00% Fixtures and equipment 12.50 - 33.33% Capitalized leases 3.33 - 33.33%
Note 1 Bank borrowings consist of overnight borrowings under line of credit agreements with banks and borrowings under the Company's revolving credit agreement which consist of notes with maturities up to six months.
Note 2 Average amount outstanding during the period was computed by dividing the total of daily outstanding principal balances by the number of days in the fiscal year.
Note 3 Weighted average interest rate during the period was computed by dividing the actual short-term interest expense by the average amount outstanding during the period as described in Note 2 above.
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 GARY G. MICHAEL ___________________________ Gary G. Michael (Chairman of the Board and Chief Executive Officer) Date: April 4, 1994
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 4, 1994.
WARREN E. McCAIN _________________________________ Warren E. McCain (Chairman of the Executive Committee of the Board and Director)
JOHN B. CARLEY _________________________________ John B. Carley (President and Chief Operating Officer and Director)
RICHARD J. NAVARRO _________________________________ Richard J. Navarro (Group Vice President and Controller) (Chief Accounting Officer)
A. GARY AMES _________________________________ A. Gary Ames (Director)
PAUL I. CORDDRY _________________________________ Paul I. Corddry (Director)
CLARK A. JOHNSON _________________________________ Clark A. Johnson (Director)
WILL M. STOREY _________________________________ Will M. Storey (Director)
GARY G. MICHAEL _________________________________ Gary G. Michael (Chairman of the Board and Chief Executive Officer and Director)
A. CRAIG OLSON _________________________________ A. Craig Olson (Senior Vice President, Finance and Chief Financial Officer)
KATHRYN ALBERTSON _________________________________ Kathryn Albertson (Director)
JOHN B. FERY ________________________________ John B. Fery (Director)
CHARLES D. LEIN _________________________________ Charles D. Lein (Director)
J. B. SCOTT _________________________________ J. B. Scott (Director)
STEVEN D. SYMMS _________________________________ Steven D. Symms (Director)
Index to Exhibits Filed with the Annual Report on Form 10-K for the Year Ended February 3, 1994
Number Description ______ ___________ 3.1 Restated Certificate of Incorporation(1)
3.2 By-Laws dated September 1, 1993
4.1 Stockholder Rights Plan Agreement(2)
4.1.1 First Amendment to Stockholder Rights Plan Agreement (dated August 31, 1987)(3)
4.1.2 Second Amendment to Stockholder Rights Plan Agreement (dated November 28, 1988)(4)
4.1.3 Third Amendment to Stockholder Rights Plan Agreement (dated September 6, 1989)(5)
4.2 Indenture, dated as of May 1, 1992, between Albertson's, Inc., and Morgan Guaranty Trust Company of New York as Trustee (6)
9 Inapplicable
10.2 Kathryn Albertson Stock Agreement(7)*
10.5 Form of Beneficiary Agreement for Key Executive Life Insurance(8)*
10.6 Executive Deferred Compensation Plan (amended and restated February 1, 1989)(9)*
10.6.1 Amendment to Executive Deferred Compensation Plan (dated December 4, 1989)(10)*
10.7 1975 Employees' Stock Option Plan (amended September 6, 1983)(11)*
10.8 Form of 1975 Nonstatutory Stock Option Agreement(7)*
10.9 Description of Bonus Incentive Plans (amended December 3, 1984)(12)*
10.10 Agreement Among Albertson's, Inc., Theo Albrecht Stiftung and Theo Albrecht dated as of February 15, 1980(7)
10.10.1 Letter Amendment of October 13, 1982 regarding Exhibit 10.10(13)
10.10.2 First Amendment dated April 11, 1984 to Agreement among Albertson's, Inc., Theo Albrecht Stiftung and Theo Albrecht(14)
10.10.3 Second Amendment dated September 25, 1989 to Agreement among Albertson's, Inc., Markus Stiftung and Theo Albrecht(10)
10.11 1982 Incentive Stock Option Plan (amended March 4, 1991)(15)*
10.12 Form of 1982 Incentive Stock Option Agreement (amended November 30, 1987)(3)*
10.12.1 Form of 1982 Incentive Stock Option Agreement (used in connection with certain options granted pursuant to the 1982 Incentive Stock Option Plan on or after September 5, 1989)(5)*
Number Description ______ ___________ 10.13 Executive Pension Makeup Plan (amended and restated February 1, 1989)(9)*
10.13.1 First Amendment to Executive Pension Makeup Plan (dated June 8, 1989)(16)*
10.13.2 Second Amendment to Executive Makeup Plan (dated January 12, 1990)(17)*
10.13.3 Third Amendment to Executive Makeup Plan (dated January 31, 1990)(18)*
10.14 Credit Agreement (dated March 31, 1992)(19)
10.15 Senior Executive Deferred Compensation Plan (amended and restated February 1, 1989)(9)*
10.15.1 Amendment to Senior Executive Deferred Compensation Plan (dated December 4, 1989)(10)*
10.16 1986 Nonqualified Stock Option Plan (amended March 4, 1991)(15)*
10.17 Form of 1986 Nonqualified Stock Option Plan Stock Option Agreement (amended November 30, 1987)(3)
10.18 Executive Pension Makeup Trust (dated February 1, 1989)(9)*
10.19 Executive Deferred Compensation Trust (dated February 1, 1989)(9)*
10.20 1990 Deferred Compensation Plan(15)*
10.21 Non-Employee Directors' Deferred Compensation Plan(15)*
10.22 1990 Deferred Compensation Trust (dated November 20, 1990)(15)*
10.23 Letter Agreement with Warren E. McCain (dated December 3, 1990)(15)*
11 Inapplicable
12 Inapplicable
13 Exhibit 13 consists of pages 17 to 41 and the inside back cover of Albertson's, Inc. 1993 Annual Report to Stockholders which are numbered as pages 1 to 25 of Exhibit 13. Such report, except to the extent incorporated hereby 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 5 - -page 25; Item 6 - -page 23; Item 7 - -pages 1 through 3; and Item 8 - -pages 4 through 22 and page 24.
14 Inapplicable
15 Inapplicable
16 Inapplicable
17 Inapplicable
18 Inapplicable
Number Description ______ ___________ 19 Inapplicable
20 Inapplicable
21 Inapplicable
22 Inapplicable
23 Inapplicable
24 Inapplicable
25 Inapplicable
26 Inapplicable
27 Financial Data Schedule
28 Inapplicable
* Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto.
(1) Exhibit 3.1 is incorporated herein by reference to Exhibit 3.1 of the Form 10-Q for the quarter ended May 2, 1991.
(2) Exhibit 4.1 is incorporated herein by reference to Exhibit 1 of Albertson's, Inc. Form 8-A Registration Statement filed with the Commission on March 3, 1987.
(3) Exhibits 4.1.1, 10.12 and 10.17 are incorporated herein by reference to Exhibits 4.1.1, 10.12 and 10.17, respectively, of the Form 10-Q for the quarter ended October 29, 1987.
(4) Exhibit 4.1.2 is incorporated herein by reference to Exhibit 4.1.2 of the Form 10-Q for the quarter ended October 27, 1988.
(5) Exhibits 4.1.3 and 10.12.1 are incorporated herein by reference to Exhibits 4.1.3 and 10.12.1, respectively, of the Form 10-Q for the quarter ended August 3, 1989.
(6) Exhibit 4.2 is incorporated herein by reference to Exhibit 4.1 of Registration Statement 33-49329. 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.
(7) Exhibits 10.2, 10.8 and 10.10 are incorporated herein by reference to Exhibits 10.2, 10.8 and 10.10, respectively, of the Form 10-K for the year ended January 29, 1981.
(8) Exhibit 10.5 is incorporated herein by reference to Exhibit 10.5.1 of the Form 10-K for the year ended January 30, 1986.
(9) Exhibits 10.6, 10.13, 10.15, 10.18 and 10.19 are incorporated herein by reference to Exhibits 10.6, 10.13, 10.15, 10.18 and 10.19, respectively, of the Form 10-K for the year ended February 2, 1989.
(10) Exhibits 10.6.1, 10.10.3 and 10.15.1 are incorporated herein by reference to Exhibits 10.6.1, 10.10.3 and 10.15.1, respectively, of the Form 10-Q for the quarter ended November 2, 1989.
(11) Exhibit 10.7 is incorporated herein by reference to Exhibit 10.7 of the Form 10-K for the year ended February 2, 1984. Exhibit 10.7 expired by its terms April 6, 1985. Notwithstanding such expiration, certain agreements for options granted under this option plan remain outstanding.
(12) Exhibit 10.9 is incorporated herein by reference to Exhibit 10.9 of the Form 10-K for the year ended January 31, 1985.
(13) Exhibit 10.10.1 is incorporated herein by reference to Exhibit 10.10.1 of the Form 10-K for the year ended February 3, 1983.
(14) Exhibit 10.10.2 is incorporated herein by reference to Exhibit 10.10.2 of the Company's Form 10-Q for the quarter ended May 3, 1984.
(15) Exhibits 10.11, 10.16, 10.20, 10.21, 10.22 and 10.23 are incorporated herein by reference to Exhibits 10.11, 10.16, 10.20, 10.21, 10.22 and 10.23, respectively, of the Form 10-K for the year ended January 31, 1991. Exhibit 10.11 expired by its terms February 29, 1992. Notwithstanding such expiration, certain agreements for the options granted under this option plan remain outstanding.
(16) Exhibit 10.13.1 is incorporated herein by reference to Exhibit 10.13.1 of the Company's Form 10-Q for the quarter ended May 4, 1989.
(17) Exhibit 10.13.2 is incorporated herein by reference to Exhibit 10.13.2 of the Company's Form 10-K for the year ended February 1, 1990.
(18) Exhibit 10.13.3 is incorporated herein by reference to Exhibit 10.13.3 of the Company's Form 10-Q for the quarter ended August 2, 1990.
(19) Exhibit 10.14 is incorporated herein by reference to Exhibit 10.14 of the Company's Form 10-K for the year ended January 30, 1992.