10-K 1 abs10k2000.txt 10-K FOR FISCAL YEAR ENDED FEBRUARY 1, 2001 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 01, 2001 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) 395-6200 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, 405,328,687 New York Stock Exchange shares outstanding on March 19, 2001 Pacific Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 CFR section 405) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (x) The aggregate market value of the voting stock held by nonaffiliates of the Registrant, computed by reference to the price at which the stock was sold as of the close of business on March 19, 2001: $10,555,407,824. 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 1, 2001, portions of which are incorporated by reference into Part I, Part II and Part IV of this Form 10-K; and 2. The Registrant's definitive proxy statement for use in connection with the Annual Meeting of Stockholders to be held on June 14, 2001,(the "Proxy Statement") to be filed within 120 days after the Registrant's fiscal year ended February 1, 2001, portions of which are incorporated by reference into Part III of this Form 10-K. 1 ALBERTSON'S, INC. FORM 10-K TABLE OF CONTENTS
Item Page PART I Cautionary Statement 3 1. Business 3 2. Properties 5 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 7A. Quantitative and Qualitative Disclosures about Market Risk 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
2 PART I Cautionary Statement for Purposes of "Safe Harbor Provisions" of the Private Securities Litigation Reform Act of 1995 From time to time, information provided by the Company, including written or oral statements made by its representatives, may contain forward-looking information as defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as integration of the operations of acquired or merged companies, expansion and growth of the Company's business, future capital expenditures and the Company's business strategy, contain forward-looking information. In reviewing such information it should be kept in mind that actual results may differ materially from those projected or suggested in such forward-looking information. This forward-looking information is based on various factors and was derived using numerous assumptions. Many of these factors have previously been identified in filings or statements made by or on behalf of the Company. Important assumptions and other important factors that could cause actual results to differ materially from those set forth in the forward-looking information include changes in the general economy, changes in consumer spending, competitive factors and other factors affecting the Company's business in or beyond the Company's control. These factors include changes in the rate of inflation, changes in state or federal legislation or regulation, adverse determinations with respect to litigation or other claims (including environmental matters), labor negotiations, the cost and stability of power sources, the Company's ability to recruit and develop employees, its ability to develop new stores or complete remodels as rapidly as planned, its ability to implement new technology successfully, stability of product costs and the Company's ability to integrate the operations of acquired or merged companies. Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in the forward-looking information. The Company does not undertake to update forward-looking information contained herein or elsewhere to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking information. Item 1. Business 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. ("Albertson's" or the "Company") and American Stores Company ("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 purposes. The pooling of interests method of accounting is intended to present, as a single interest, two or more common stockholders' interests that were previously independent; accordingly, these consolidated financial statements restate the historical financial statements as though the companies had always been combined. The restated consolidated financial statements are adjusted to conform accounting policies and financial statement presentations. In connection with the Merger, the Company entered into agreements with the Attorneys General of California, Nevada and New Mexico and the Federal Trade Commission, under which the Company was required to divest 145 stores, to enable the Merger to proceed under applicable antitrust, competition and trade regulation law. The divested stores had sales of $2.3 billion in fiscal 1998. Subsequent growth comparisons were affected by these divestitures. 3 The Company is one of the largest retail food and drug chains in the United States. As of February 1, 2001, the Company operated 2,512 stores in 36 Northeastern, Western, Midwestern and Southern states. These stores consist of 1,362 combination food-drug stores, 807 stand-alone drugstores, 315 conventional supermarkets and 28 warehouse stores. Retail operations are supported by 19 major Company distribution centers. The Company's distribution centers provide product exclusively to the Company's retail stores. The Company is organized, based on geographic boundaries, into 19 divisions. 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 18,400 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. The Company's conventional supermarkets range in size from 8,000 to 35,000 square feet. 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. The Company's warehouse stores are operated primarily under the names "Max Foods" and "Super Saver" and offer shoppers the opportunity to save by purchasing in quantity. These no-frills stores range in size from 17,000 to 70,000 square feet and offer significant savings with special emphasis on discounted meat and produce. Albertsons.com began serving online customers in the Dallas/Fort Worth, Texas market in 1998. In November 1999 the Company began testing an original concept in the Seattle/Bellevue, Washington area by combining a gourmet store with a fulfillment center, offering over 16,000 items. This new concept led to the launch, in June 2000, of a convenient pick-up service at 36 Albertson's stores in the Puget Sound area. The Company is continuing to refine this program and will use stores throughout the greater Seattle area to fill orders. The Company has found that by using technology, a limited number of orders per store can be selected and serve both the Company's traditional and cyber customers without the need for a separate fulfillment area. Savon.com, our 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. 4 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. As of February 1, 2001, the Company operated 150 fuel centers, in 21 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. The Company's operations are within a single operating segment, the retail sale of food and drug merchandise. The Company's stores operate under the names of Albertson's, Acme Markets, Jewel Food Stores, Seessel's, Super Saver, Max Foods, Osco Drug and Sav-On Drugs. 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. 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 services all of its retail stores from Company distribution centers. As of February 1, 2001, the Company employed approximately 235,000 people, many of whom are covered by collective bargaining agreements. The Company considers its present relations with employees to be good. 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 1,248 stores and approximately 87% 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 satisfactory profit potential. Albertson's stores are located in 36 Northeastern, Western, Midwestern and Southern areas of the United States. The table on the following page is a summary of the stores by state and classification as of February 1, 2001: 5
Combination Conventional Warehouse Stand-Alone Food-Drug Stores Stores Stores Drugstores TOTAL ----------------------------------------------------------------------------------------------------------------- Arizona 46 82 128 Arkansas 2 1 3 California 295 164 15 290 764 Colorado 47 7 54 Delaware 8 7 15 Florida 111 111 Idaho 30 7 2 39 Illinois 155 16 94 265 Indiana 6 48 54 Iowa 4 29 33 Kansas 5 30 35 Louisiana 31 31 Maine 1 1 Maryland 2 9 11 Massachusetts 59 59 Michigan 1 1 Minnesota 1 1 Mississippi 8 8 Missouri 9 34 43 Montana 17 16 10 43 Nebraska 12 15 27 Nevada 38 5 43 86 New Hampshire 20 20 New Jersey 30 36 66 New Mexico 22 1 1 5 29 North Dakota 2 6 8 Oklahoma 28 28 Oregon 41 10 51 Pennsylvania 38 25 63 South Dakota 1 2 3 Tennessee 22 1 23 Texas 216 5 221 Utah 43 3 46 Washington 71 13 84 Wisconsin 12 34 46 Wyoming 10 2 12 ---------------------------------------------------------------------------------------- Total 1,362 315 28 807 2,512 ======================================================================================== Retail Square Footage by Store Type (000's) 73,575 8,410 1,297 14,848 98,130 ========================================================================================
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 2000 approximately 79% 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 on the following page is a summary of the Company's distribution facilities as of February 1, 2001: 6 Major Distribution Facilities
Frozen Meat & Ice Cream Health High Volume General Square Grocery Food Liquor Produce Deli Plant & Beauty Health & Beauty Merch. Pharmaceuticals Footage ------- ------ ------ ------- ------ --------- -------- --------------- ------- --------------- --------- Lancaster, PA X X X X X 1,366,000 Melrose Park, IL X X X X 1,344,000 Brea, CA X X X 1,231,000 La Habra, CA X X X X 1,184,000 Fort Worth, TX X X X X 1,100,000 Irvine, CA X X 996,000 Plant City, FL X X X X X X 979,000 Elk Grove, IL X X X 933,000 Vacaville, CA X 854,000 Portland, OR X X X X 790,000 Tulsa, OK X X X X 748,000 Houston, TX X X X X 747,000 Phoenix, AZ X X X X X X 687,000 Salt Lake City, UT X X X X 680,000 San Leandro, CA X X X 453,000 Ponca City, OK X X X 422,000 Sacramento, CA X X X X X 421,000 Denver, CO X X X X 372,000 Boise, ID X X 238,000 Other Distribution Facilities Las Vegas, NV X 30,000 Indianapolis, IN X 22,000 Boise, ID X 11,000 --------------- TOTAL SQUARE FOOTAGE - All Distribution Facilities 15,608,000 ===============
7 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 February 1, 2001, the Company held title to the land and buildings of 40% of the Company's stores and held title to the buildings on leased land of an additional 7% of the Company's stores. The Company also holds title to the land and buildings of most of its administrative offices and distribution facilities. Item 3. Legal Proceedings The information required under this item is included under the caption "Legal Proceedings" on page 50 of the Company's 2000 Annual Report to Stockholders. This information is incorporated herein by this reference thereto. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted during the fourth quarter of 2000 to a vote of security holders through the solicitation of proxies or otherwise. 8 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 page 60 of the Company's 2000 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 19, 2001, was $27.97 per share. There were approximately 32,000 stockholders of record on March 19, 2001. Item 6. Selected Financial Data Selected financial data of the Company for the fiscal years 1996 through 2000 is included under the caption "Five-Year Summary of Selected Financial Data" on page 54 of the Company's 2000 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 on pages 21 to 28 of the Company's 2000 Annual Report to Stockholders. This information is incorporated herein by this reference thereto. 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 pages 27 and 28 of the Company's 2000 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' Reports and the selected quarterly financial data of the Company are presented on pages 29 to 53 and page 55 of the Company's 2000 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. 9 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 heading "Election of Directors" in the Company's definitive proxy statement for use in connection with the 2001 Annual Meeting of Stockholders (the "Proxy Statement") to be filed within 120 days after the Company's fiscal year ended February 1, 2001, and is incorporated herein by this reference thereto. Executive and Reporting Officers
Age Date First Appointed as of as an Executive or Name 3/19/01 Position Reporting Officer ---- ----------- -------- ------------------- Gary G. Michael 60 Chairman of the Board and Chief Executive 12/02/74 Officer Michael F. Reuling 54 Vice Chairman of the Company 12/30/79 Peter L. Lynch 49 President and Chief Operating Officer 06/23/99 Robert K. Banks 51 Executive Vice President, Development 06/20/00 Thomas E. Brother 59 Executive Vice President, Distribution 07/30/89 Robert C. Butler 52 Executive Vice President, Operations 03/21/00 Romeo R. Cefalo 51 Executive Vice President, Operations 03/21/00 Wayne A. Denningham 39 Executive Vice President, Operations 03/21/00 A. Craig Olson 49 Executive Vice President and Chief Financial 12/22/86 Officer Thomas R. Saldin 54 Executive Vice President and General Counsel 12/26/83 Lawrence A. Stablein 43 Executive Vice President, Marketing and 10/30/00 Merchandising Patrick S. Steele 51 Executive Vice President, Information 06/10/90 Systems and Technology Kevin H. Tripp 46 Executive Vice President, Drug and General 12/11/00 Merchandise Steven D. Young 52 Executive Vice President, Human Resources 12/02/91 Richard J. Navarro 48 Senior Vice President and Controller 12/22/86
10 Gary G. Michael has served as Chairman of the Board and Chief Executive Officer since 1991. Peter L. Lynch became President and Chief Operating Officer on March 21, 2000. 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. Michael F. Reuling became Vice Chairman of the Company on June 23, 1999. Previously he served as Executive Vice President, Development from January 1999 and as Executive Vice President, Store Development since 1986. 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. Wayne A. Denningham was promoted to Executive Vice President, Operations on January 14, 2001. Previously he served as Executive Vice President, Merchandising from March 21, 2000; President, Intermountain Region from June 23, 1999; Vice President, Florida Division from 1998; Vice President, Rocky Mountain Division from 1997 and Division Manager of the same division from 1996. A. Craig Olson was promoted to Executive Vice President and Chief Financial Officer on January 29, 1999. Previously he served as Senior Vice President, Finance and Chief Financial Officer from 1991. Thomas R. Saldin was promoted to Executive Vice President and General Counsel on January 29, 1999. Previously he served as Executive Vice President, Administration and General Counsel from 1991. 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 February 7, 1997 and Senior Vice President of Marketing and Formats in American Stores Properties, Inc. group in Salt Lake City from October 20, 1995. Patrick S. Steele was promoted to Executive Vice President, Information Systems and Technology on January 29, 1999. Previously he served as Senior Vice President, Information Systems and Technology from 1993. 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 was promoted to Executive Vice President, Human Resources on January 29, 1999. Previously he served as Senior Vice President, Human Resources from 1993. 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. 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. Security Ownership of Certain Beneficial Owners and Management Information with respect to security ownership of certain beneficial owners and management is set forth under the heading "Voting Securities and Principal Holders Thereof" in the Proxy Statement. This information is incorporated herein by this reference thereto. Item 13. Certain Relationships and Related Transactions Information concerning related transactions is presented under the heading "Certain Transactions" in the Proxy Statement. This information is incorporated herein by this reference thereto. 12 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)1 Financial Statements: The Independent Auditors' Reports, together with the Consolidated Financial Statements and the related notes thereto, are listed below and are incorporated herein by this reference thereto from pages 29 to 53 of the Company's Annual Report to Stockholders for the year ended February 1, 2001: Consolidated Earnings - years ended February 1, 2001; February 3, 2000; January 28, 1999. Consolidated Balance Sheets -- February 1, 2001; February 3, 2000. Consolidated Cash Flows - years ended February 1, 2001; February 3, 2000; January 28, 1999. Consolidated Stockholders' Equity -- years ended February 1, 2001; February 3, 2000; January 28, 1999. Notes to Consolidated Financial Statements. Independent Auditors' Reports. Quarterly Financial Data: Quarterly Financial Data for the years ended February 1, 2001, and February 3, 2000, is set forth on page 55 of the Annual Report to Stockholders for the year ended February 1, 2001, 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) The following reports on Form 8-K were filed during the quarter ended February 1, 2001: Current report on Form 8-K dated January 30, 2001, reporting the issuance of $700,000,000 aggregate principal amount of 7.5% senior notes due 2011. 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 and 333-87773. 13 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 /S/ GARY G. MICHAEL -------------------------------- Gary G. Michael (Chairman of the Board and Chief Executive Officer) Date: April 19, 2001 14 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 19, 2001. GARY G. MICHAEL A. CRAIG OLSON ------------------------------------------------------ ---------------------------------------------------- Gary G. Michael A. Craig Olson (Chairman of the Board and (Executive Vice President Chief Executive Officer and and Chief Financial Officer) Director) RICHARD J. NAVARRO A. GARY AMES ------------------------------------------------------ ---------------------------------------------------- Richard J. Navarro A. Gary Ames (Senior Vice President (Director) and Controller) CECIL D. ANDRUS PAMELA G. BAILEY ------------------------------------------------------ ---------------------------------------------------- Cecil D. Andrus Pamela G. Bailey (Director) (Director) TERESA BECK HENRY I. BRYANT ------------------------------------------------------ ---------------------------------------------------- Teresa Beck Henry I. Bryant (Director) (Director) PAUL I. CORDDRY JOHN B. FERY ------------------------------------------------------ ---------------------------------------------------- Paul I. Corddry John B. Fery (Director) (Director) FERNANDO R. GUMUCIO CLARK A. JOHNSON ------------------------------------------------------ ---------------------------------------------------- Fernando R. Gumucio Clark A. Johnson (Director) (Director) CHARLES D. LEIN VICTOR L. LUND ------------------------------------------------------ ---------------------------------------------------- Charles D. Lein Victor L. Lund (Director) (Director) BEATRIZ RIVERA J.B. SCOTT ------------------------------------------------------ ---------------------------------------------------- Beatriz Rivera J.B. Scott (Director) (Director) ARTHUR K. SMITH THOMAS L. STEVENS, JR ------------------------------------------------------ ---------------------------------------------------- Arthur K. Smith Thomas L. Stevens, Jr. (Director) (Director) WILL M. STOREY STEVEN D. SYMMS ------------------------------------------------------ ---------------------------------------------------- Will M. Storey Steven D. Symms (Director) (Director) THOMAS J. WILFORD ------------------------------------------------------ Thomas J. Wilford (Director)
15 Index to Exhibits Filed with the Annual Report on Form 10-K for the Year Ended February 1, 2001 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. 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.* 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.* 16 Number Description 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 Severance Agreement between the Company and Gary G. Michael dated December 22, 2000.* 10.3 Form of Award of Deferred Stock Units.* 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).* 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.* 10.8 Form of Consulting Agreement with Special Advisors to the Board of Directors dated as of March 15, 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 1982 Incentive Stock Option Plan (amended March 4, 1991) is incorporated herein by reference to Exhibit 10.11 of Form 10-K for the year ended January 31, 1991. Exhibit 10.11 expired by its terms in 1992. Notwithstanding such expiration, certain agreements for the options granted under these option plans remain outstanding.* 10.12 Form of 1982 Incentive Stock Option Agreement (amended November 30, 1987) is incorporated herein by reference to Exhibit 10.12 of Form 10-Q for the quarter ended October 29, 1987.* 17 Number Description 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) is incorporated herein by reference to Exhibit 10.12.1 of Form 10-Q for the quarter ended August 3, 1989.* 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.* 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.* 18 Number Description 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).* 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).* 19 Number Description 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).* 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).* 20 Number Description 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).* 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).* 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).* 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). 10.29 Amended and Restated Credit Agreement (364-day) (dated March 15, 2001). 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.* 21 Number Description 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).* 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.* 11 Inapplicable 12 Inapplicable 13 Exhibit 13 consists of pages 21 to 55 and page 60 of Albertson's, Inc. 2000 Annual Report to Stockholders which are numbered as pages 1 to 36 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 30; Item 5-page 36; Item 6-page 34; Item 7-pages 1 through 8; Item 7A-pages 7 and 8; and Items 8 and 14-pages 9 through 33 and page 35. 16 Inapplicable 18 Inapplicable 22 Number Description 21 Subsidiaries of the Registrant 22 Inapplicable 23 Independent Auditors' Consent - Deloitte & Touche LLP 23.1 Independent Auditors' Consent - Ernst & Young 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. 23