8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 30, 2006

Albertson’s, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-6187	82-0184434
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

250 Parkcenter Blvd, P.O. Box 20
Boise, Idaho 83726
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s telephone number, including area code:
(208) 395-6200

N/A

     (Former Name or Former Address, if Changed Since Last Report)     

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE
EX-99.2: PRESS RELEASE

Item 2.02 Results of Operations and Financial Condition.

On May 30, 2006, Albertson’s, Inc. (the “Company”) released its sales and earnings for the first quarter of fiscal 2006. The text of that release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release should be read together with the information contained in the reports that the Company files with the Securities and Exchange Commission, including the financial statements and related notes contained in those reports.

This information is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

Item 8.01 Other Events.

On May 30, 2006, the Company issued the press release attached hereto as Exhibit 99.2 and incorporated herein by reference related to preliminary voting results at a special meeting of shareholders.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

     The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
99.1	Press release issued by Albertson’s, Inc. on May 30, 2006 related to first quarter financial performance
99.2	Press release issued by Albertson’s, Inc. on May 30, 2006 related to preliminary voting results at its special meeting of shareholders

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 30, 2006

ALBERTSON’S, INC.
By	/s/  Felicia D. Thornton
	Name:	Felicia D. Thornton
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release issued by Albertson’s, Inc. on May 30, 2006 related to first quarter financial performance
99.2	Press release issued by Albertson’s, Inc. on May 30, 2006 related to preliminary voting results at its special meeting of shareholders

EX-99.1

Exhibit 99.1

For more information, contact:

Albertsons Investor Relations
208/395-6622

Albertsons Public Affairs
208/395-4024

ALBERTSONS ANNOUNCES
FIRST QUARTER 2006 RESULTS

Boise, Idaho (May 30, 2006) – Albertson’s, Inc. (NYSE:ABS) reported financial results today for its 2006 first quarter, which ended May 4, 2006.

Reported net earnings from continuing operations totaled $166 million or $0.44 per diluted share compared to reported net earnings of $107 million or $0.29 in the first quarter of 2005. 2006 first quarter results were positively impacted by higher gross margins and lower expenses, including a pre-tax gain of $47 million or $0.08 per diluted share, net of tax, for planned pension curtailments approved during the quarter.

Total sales were $9.9 billion, essentially flat with the first quarter of 2005. Total comparable store sales decreased 0.1% and total identical store sales decreased 0.2%. Comparable store sales were positive in the core operating areas and the drug division while comparable store sales in the non-core operating areas were negative.

Gross profit reached $2.843 billion or 28.61% of sales versus $2.810 billion, an increase of $33 million or 49 basis points as a percent of sales from last year’s first quarter. This increase was driven by successes achieved in the use of new pricing optimization software, retail shrink reduction and supply chain expense reduction initiatives.

Selling general and administrative expenses were 24.77% as a percent of sales, down 40 basis points from last year’s first quarter. This reduction was primarily the result of the

positive impact of the previously mentioned pension curtailments, gains on the sale of fixed assets and lower workers’ compensation expenses, partially offset by costs associated with the pending sale of the company and the expensing of stock options.

During the quarter eight new stores were opened, 18 were closed and 20 remodels were completed. A total of 2,461 stores were open at the end of the quarter.

As previously announced on January 23, 2006, the Company has entered into definitive agreements to sell the entire company to a consortium of investors including SUPERVALU Inc., CVS Corporation and an investor group led by Cerberus Capital Management, L.P. that also includes Kimco Realty, Schottenstein Realty, Lubert-Adler Partners and Klaff Realty, LP. The transaction is subject to the approval of Albertsons and SUPERVALU shareholders as well as customary closing conditions. Shareholder meetings of Albertsons and SUPERVALU to authorize the transactions will occur on May 30, 2006. The parties expect the transaction to close in early June 2006.

Albertsons is one of the world’s largest food and drug retailers. The Company’s divisions and subsidiaries operate approximately 2,500 stores in 37 states across the U.S. and employ approximately 240,000 associates. Its banners include Albertsons, Acme, Shaw’s, Jewel-Osco, Sav-on Drugs, Osco Drug, and Star Market, as well as Super Saver and Bristol Farms, which are operated independently. For more information about Albertsons, please visit our website at www.albertsons.com.

Certain statements made in this press release are forward-looking information as defined in the Private Securities Litigation Reform Act of 1995. In reviewing such information about the future performance of the Company, it should be kept in mind that actual results may differ materially from those projected or suggested in such forward-looking information since predictions regarding future events are subject to inherent uncertainties. These statements relate to, among other things, the pending sale of the Company. These statements are indicated by words or phrases such as “expects,” “plans,” “believes,” “estimate,” and “goal”.

Important assumptions and other important factors that could cause actual results to differ materially from those set forth in the forward-looking information include the Company’s ability to complete the pending sale of the Company; the factors listed in “Item 1A – Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2006; and other factors affecting the Company’s business in or beyond the Company’s control. Other factors and assumptions not identified above could also cause the actual results to differ materially from those projected or suggested 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 predictions, assumptions, estimates or changes in other factors affecting such forward-looking information.

2

ADDITIONAL INFORMATION

SUPERVALU and Albertsons have filed a joint proxy statement/prospectus with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION. You can obtain the joint proxy statement/prospectus, as well as other filings containing information about SUPERVALU and Albertson’s, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the joint proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to SUPERVALU INC., 11840 Valley View Road, Eden Prairie, Minnesota, 55344, Attention: Corporate Secretary, or to Albertson’s, Inc., 250 East Parkcenter Boulevard, Boise, Idaho, 83706-3940, Attention: Corporate Secretary. The respective directors and executive officers of SUPERVALU and Albertson’s and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding SUPERVALU’s directors and executive officers is available in its proxy statement filed with the SEC by SUPERVALU on May 12, 2005, and information regarding Albertson’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC by Albertson’s on March 29, 2006. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained the joint proxy statement/prospectus and other relevant materials filed with the SEC.

Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

3

ALBERTSON’S, INC.
(Unaudited — Dollars in millions, except per share amounts)

Consolidated Earnings Statements

	13 Weeks Ended					13 Weeks Ended
	May 4, 2006					May 5, 2005
Sales	$	9,940		100.00	%	$	9,993		100.00	%
Cost of sales		7,097		71.39			7,183		71.89
Gross profit		2,843		28.61			2,810		28.11
Selling, general and administrative expenses		2,462		24.77			2,517		25.18
Operating profit		381		3.83			293		2.93
Interest expense, net		119		1.20			132		1.33
Other income, net		(1	)	(0.01	)		(1	)	(0.01	)
Earnings from continuing operations before income taxes		263		2.64			162		1.62
Income tax expense		97		0.97			55		0.55
Earnings from continuing operations		166		1.67			107		1.07
Discontinued operations:
Operating loss		(1	)	(0.01	)		(1	)	(0.01	)
Gain (loss) on disposal		3		0.03			(11	)	(0.11	)
Income tax (expense) benefit		(1	)	(0.01	)		5		0.05
Gain (loss) from discontinued operations		1		0.01			(7	)	(0.07	)
Net earnings	$	167		1.68	%	$	100		1.00	%
Earnings (Loss) Per Share:
Basic
Continuing operations	$	0.45				$	0.29
Discontinued operations		—					(0.02	)
Net earnings		0.45					0.27
Diluted
Continuing operations	$	0.44				$	0.29
Discontinued operations		—					(0.02	)
Net earnings		0.45					0.27
Weighted Average Common Shares Outstanding:
Basic		372					370
Diluted		375					371

Percentages or amounts may not sum due to rounding differences.

ALBERTSON’S, INC.
(Unaudited — In millions)

Consolidated Balance Sheet Data

	May 4, 2006		February 2, 2006
Assets
Current Assets:
Cash and cash equivalents	$	580	$	406
Accounts and notes receivable, net		718		723
Inventories, net		3,069		3,036
Assets held for sale		15		22
Prepaid and other		185		168
Total Current Assets		4,567		4,355
Land, Buildings and Equipment, net		9,724		9,903
Goodwill		2,269		2,269
Intangibles, net		834		844
Other assets		501		500
Total Assets	$	17,895	$	17,871
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	2,314	$	2,203
Salaries and related liabilities		586		743
Self-insurance liabilities		273		276
Current maturities of long-term debt and capital lease obligations		50		51
Other current liabilities		658		607
Total Current Liabilities		3,881		3,880
Long-term debt		5,401		5,422
Capital lease obligations		853		856
Self-insurance liabilities		721		691
Other long-term liabilities and deferred credits		1,155		1,315
Stockholders’ Equity
Common stock		371		370
Capital in excess of par		159		122
Retained earnings		5,354		5,215
Total Stockholders’ Equity		5,884		5,707
Total Liabilities and Stockholders’ Equity	$	17,895	$	17,871
Total Common Shares Outstanding at End of Period		371		370

Condensed Consolidated Cash Flow Data

	13 Weeks Ended			13 Weeks Ended
	May 4, 2006			May 5, 2005
Cash Flows From Operating Activities:
Net earnings	$	167		$	100
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		288			291
Net deferred income taxes		(26	)		(12	)
Gain on curtailment of pension plans		(47	)		—
Discontinued operations noncash charges		—			13
Other noncash credits, net		(5	)		(5	)
Changes in operating assets and liabilities		(39	)		(78	)
Net cash provided by operating activities		338			309
Cash Flows From Investing Activities:
Capital expenditures		(175	)		(212	)
Proceeds from disposal of land, buildings, equipment, and assets held for sale		58			90
Other		1			(1	)
Net cash used in investing activities		(116	)		(123	)
Cash Flows From Financing Activities:
Commercial paper, net		—			(135	)
Proceeds from stock options exercised		31			1
Payments on long-term borrowings		(9	)		(9	)
Dividends paid		(70	)		(70	)
Net cash used in financing activities		(48	)		(213	)
Net increase (decrease) in cash and cash equivalents		174			(27	)
Cash and cash equivalents at beginning of period		406			273
Cash and cash equivalents at end of period	$	580		$	246

EX-99.2

Exhibit 99.2

ALBERTSONS SHAREHOLDERS APPROVE MERGER AGREEMENT

     May 30, 2006 (Boise, Idaho) Albertson’s, Inc. (ABS:NYSE) held a special meeting of its shareholders in New York City, New York at 9:00 a.m. Eastern Daylight Time today, May 30, 2006. The purpose of the special meeting was to obtain the vote of the Albertsons shareholders on various aspects of the proposed sale of the company to a consortium of investors made up of SUPERVALU Inc., CVS Corporation and an investor group led by Cerberus Capital Management.

     Albertson’s Chairman, Chief Executive Officer and President, Larry Johnston, announced the preliminary voting results at the meeting. Approximately 98% of the total shares that voted on the approval of the transaction merger agreement voted FOR its approval. This FOR vote represented approximately 60% of the company’s common shares outstanding on April 24, 2006 (the record date for the special meeting). As a result, the merger agreement for the transaction has been approved. Shareholders also approved a related amendment to the company’s Certificate of Incorporation.

     Today’s vote removes another condition to the closing of the transaction. Subject to obtaining approval today from the shareholders of SUPERVALU and the satisfaction of other customary closing conditions, the parties will now proceed to close the transaction that was approved by this vote.

     Albertsons is one of the world’s largest food and drug retailers. The Company’s divisions and subsidiaries operate approximately 2,500 stores in 37 states across the U.S. and employ approximately 240,000 associates. Its banners include Albertsons, Acme, Shaw’s, Jewel-Osco, Sav-on Drugs, Osco Drug, and Star Market, as well as Super Saver and Bristol Farms, which are operated independently. For more information about Albertsons, please visit our website at www.albertsons.com <http://www.albertsons.com/>.

     Certain statements made in this press release are forward-looking information as defined in the Private Securities Litigation Reform Act of 1995. In reviewing such information about the future performance of the Company, it should be kept in mind that actual results may differ materially from those projected or suggested in such forward-looking information since predictions regarding future events are subject to inherent uncertainties. These statements relate to, among other things, the pending sale of the Company. These statements are indicated by words or phrases such as “expects,” “plans,” “believes,” “estimate,” and “goal”.

     Important assumptions and other important factors that could cause actual results to differ materially from those set forth in the forward-looking information include the Company’s ability to complete the pending sale of the Company; the factors listed in “Item 1A — Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2006; and other factors affecting the Company’s business in or beyond the Company’s control. Other factors and assumptions not identified above could also cause the actual results to differ materially from those projected or suggested 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 predictions, assumptions, estimates or changes in other factors affecting such forward-looking information.