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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 February 3, 1994 Commission file number 1-6187
ALBERTSON'S, INC.
______________________________________________________
(Exact name of Registrant as specified in its Charter)
Delaware 82-0184434
________________________ ________________________________
(State of Incorporation) (Employer Identification Number)
250 Parkcenter Boulevard, P.O. Box 20, Boise, Idaho 83726
(208) 385-6200
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
Name of each exchange
Title of each class on which registered
__________________________________________ _______________________
Common Stock, $1.00 par value, 253,545,783 New York Stock Exchange
shares outstanding on March 31, 1994 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. ( )
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 31, 1994: $5,490,233,064.
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 fiscal year
ended February 3, 1994, portions of which are incorporated by
reference into 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 May 27, 1994,(the
"Proxy Statement") to be filed within 120 days after the Registrant's
fiscal year ended February 3, 1994, portions of which are incorporated
by reference into Part III of this Form 10-K.
Documents Incorporated by Reference
___________________________________
Part II
_______
Item 5 - Market for the Registrant's Inside back cover of the Annual Report
Common Equity and Related to Stockholders for the year ended
Stockholder Matters February 3, 1994
Item 6 - Selected Financial Data Page 40 of the Annual Report to
Stockholders for the year ended
February 3, 1994
Item 7 - Management's Discussion and Pages 17 to 19 of the Annual
Analysis of Financial Report to Stockholders for the
Condition and Results of year ended February 3, 1994
Operations
Item 8 - Financial Statements and Pages 20 to 39 and page 41 of the
Supplementary Data Annual Report to Stockholders for
the year ended February 3, 1994
Part III
________
Item 10 - Directors and Executive The material contained under the
Officers of the Registrant headings "Election of Directors",
"Nominees for Election as Class II
Directors", "Continuing Class III
Directors", "Continuing Class I
Directors" and "Filing of Forms
Pursuant to Section 16 of the
Securities Exchange Act of 1934" in
the Proxy Statement
Item 11 - Executive Compensation The material contained under the
headings "Compensation of Executive
Officers" and "Retirement Benefits" in
the Proxy Statement
Item 12 - Security Ownership of The material contained under the
Certain Beneficial Owners heading "Voting Securities and
and Management Principal Holders Thereof" in the
Proxy Statement
Item 13 - Certain Relationships and The material contained under the
Related Transactions heading "Certain Transactions" in
the Proxy Statement
Part IV
_______
Item 14 - Exhibits, Financial Pages 20 to 39 and page 41 of the
Statement Schedules and Annual Report to Stockholders for
Reports on Form 8-K the year ended February 3, 1994
ALBERTSON'S, INC.
TABLE OF CONTENTS
Item Page
____ ____
PART I
1. Business 4
2. Properties 6
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 9
6. Selected Financial Data 9
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
8. Financial Statements and Supplementary Data 9
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 9
PART III
10. Directors and Executive Officers of the Registrant 10
11. Executive Compensation 12
12. Security Ownership of Certain Beneficial Owners
and Management 12
13. Certain Relationships and Related Transactions 12
PART IV
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 13
PART I
______
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. 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
___
676
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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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
ALBERTSON'S, INC.
_________________
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
__________________________________________
(in thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Balance Other Balance
at Beg. Additions Increase at End
Classification of Period at Cost Retirements (Decrease) of Period
______________ _________ _________ ___________ __________ _________
Year Ended February 3, 1994
___________________________
Land $ 415,911 $ 60,481 $ 9,300 $ 300 $ 467,392
Buildings 930,883 167,195 4,291 3,894 1,097,681
Fixtures & Equipment 1,001,627 180,362 51,254 1,130,735
Leasehold Improvements 231,533 33,078 2,851 (4,194) 257,566
Capitalized Leases 147,316 15,048 6,566 155,798
__________ ________ _______ ________ __________
$2,727,270 $456,164 $74,262 $ -0- $3,109,172
Year Ended January 28, 1993
___________________________
Land $ 289,526 $137,095 $10,710 $ 415,911
Buildings 721,280 210,975 2,173 $ 801 930,883
Fixtures & Equipment 835,592 225,003 58,968 1,001,627
Leasehold Improvements 180,034 55,802 3,502 (801) 231,533
Capitalized Leases 139,773 13,982 6,439 147,316
__________ ________ _______ ______ __________
$2,166,205 $642,857 $81,792 $ -0- $2,727,270
Year Ended January 30, 1992
___________________________
Land $ 259,897 $ 34,171 $ 4,864 $ 322 $ 289,526
Buildings 637,225 89,559 8,672 3,168 721,280
Fixtures & Equipment 763,645 118,390 46,443 835,592
Leasehold Improvements 158,054 26,404 2,281 (2,143) 180,034
Capitalized Leases 140,623 4,471 3,974 (1,347) 139,773
__________ ________ _______ ________ __________
$1,959,444 $272,995 $66,234 $ -0- $2,166,205
ALBERTSON'S, INC.
_________________
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION
_________________________________________________
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
_________________________________________________
(in thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Balance Charged to Other Balance
at Beg. Costs and Increase at End
Classification of Period Expenses Retirements (Decrease) of Period
______________ _________ _________ ___________ __________ _________
Year Ended February 3, 1994
___________________________
Buildings $187,791 $ 50,834 $ 1,121 $ 1,778 $ 239,282
Fixtures & Equipment 530,647 119,653 43,359 606,941
Leasehold Improvements 91,637 19,850 1,688 (1,778) 108,021
Capitalized Leases 72,176 6,462 5,564 73,074
________ ________ _______ ________ __________
$882,251 $196,799 $51,732 $ -0- $1,027,318
Year Ended January 28, 1993
___________________________
Buildings $144,743 $ 42,837 $ 482 $ 693 $187,791
Fixtures & Equipment 480,659 106,163 56,175 530,647
Leasehold Improvements 78,067 17,135 2,872 (693) 91,637
Capitalized Leases 70,058 6,329 4,211 72,176
________ ________ _______ ______ ________
$773,527 $172,464 $63,740 $ -0- $882,251
Year Ended January 30, 1992
___________________________
Buildings $112,843 $ 33,213 $ 2,241 $ 928 $144,743
Fixtures & Equipment 441,607 82,178 43,126 480,659
Leasehold Improvements 68,939 12,138 2,306 (704) 78,067
Capitalized Leases 67,601 6,343 3,662 (224) 70,058
________ ________ _______ ______ ________
$690,990 $133,872 $51,335 $ -0- $773,527
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%
ALBERTSON'S, INC.
_________________
SCHEDULE IX - SHORT-TERM BORROWINGS
___________________________________
(in thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Weighted
Average Average
Category of Maximum Amount Interest
Aggregate Weighted Amount Outstanding Rate
Short-Term Balance Average Outstanding During the During the
Borrowings at End Interest During the Period Period
(Note 1) of Period Rate Period (Note 2) (Note 3)
___________ _________ ________ ___________ ___________ __________
Year Ended February 3, 1994
___________________________
Bank Borrowings $10,000 3.32% $15,000 $229 3.28%
Year Ended January 28, 1993
___________________________
Bank Borrowings $5,000 3.17% $40,000 $4,102 3.47%
Year Ended January 30, 1992
___________________________
Bank Borrowings $30,000 5.14% $30,000 $5,481 5.20%
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.
23