Item 1. Business - -----------------
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.
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.
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.
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.
Item 2. Properties - -------------------
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.
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:
* 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).
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:
(1) The Company intends to sell or close this facility (refer to "Subsequent Events" in Item 1).
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.
Item 3. Legal Proceedings - --------------------------
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.
Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------
No matters were submitted during the fourth quarter of 2001 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 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.
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.
Item 7. Management's Discussion and Analysis of Financial Condition and - ------------------------------------------------------------------------ Results of Operations - ---------------------
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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk - -------------------------------------------------------------------
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.
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 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.
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 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
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.
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.
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.
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.
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' 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.
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
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.
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.*
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.*
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.*
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.*
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.*
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.*
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.*
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.*
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.