##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For
the 13 Weeks Ended: August 4, 2005
      Commission File Number: 1-6187
 ALBERTSONS, INC.
 
  Delaware
    
    82-0184434(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho
    
    83726(Address of principal executive offices)
    
    (Zip Code)
  
  þ o
 þ o
 o þ
    1




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ALBERTSONS INC.
INDEX
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Earnings Statements for the 13
weeks ended August 4, 2005 and July 29, 2004
    
    
    3Condensed Consolidated Earnings Statements for the 26
weeks ended August 4, 2005 and July 29, 2004
    
    
    4Condensed Consolidated Balance Sheets as of August 4, 2005
and February 3, 2005
    
    
    5Condensed Consolidated Cash Flow Statements for the 26
weeks ended August 4, 2005 and July 29, 2004
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Report of Independent Registered Public Accounting Firm
    
    
    20Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    27PART II OTHER INFORMATIONCautionary Statement
    
    
    27Item 1. Legal Proceedings
    
    
    28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults Upon Senior Securities
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    30EXHIBIT 10.51EXHIBIT 10.61EXHIBIT 15EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 ALBERTSONS, INC.
 
 CONDENSED CONSOLIDATED EARNINGS STATEMENTS
 (in millions, except per share data)
(unaudited)
 13 weeks endedAugust 4,
    
    
    July 29,2005
    
    
    2004Sales
    
    $
    10,188
    
    
    $
    10,169Cost of sales
    
    
    7,332
    
    
    
    7,297Gross profit
    
    
    2,856
    
    
    
    2,872Selling, general and administrative expenses
    
    
    2,554
    
    
    
    2,542Restructuring credits
    
    
    (1
    )
    
    
    (1
    )Operating profit
    
    
    303
    
    
    
    331Other expenses (income):Interest, net
    
    
    149
    
    
    
    132Other, net
    
    
    (2
    )
    
    
    (1
    )Earnings from continuing operations before income taxes
    
    
    156
    
    
    
    200Income tax expense
    
    
    46
    
    
    
    75Earnings from continuing operations
    
    
    110
    
    
    
    125Discontinued operations:Operating loss
    
    
    (3
    )
    
    
    (9
    )Loss on disposal
    
    
    (1
    )
    
    
    (25
    )Income tax benefit
    
    
    1
    
    
    
    13Loss from discontinued operations
    
    
    (3
    )
    
    
    (21
    )Net earnings
    
    $
    107
    
    
    $
    104Earnings (loss) per share:BasicContinuing operations
    
    $
    0.30
    
    
    $
    0.34Discontinued operations
    
    
    (0.01
    )
    
    
    (0.06
    )Net earnings
    
    
    0.29
    
    
    
    0.28DilutedContinuing operations
    
    $
    0.30
    
    
    $
    0.34Discontinued operations
    
    
    (0.01
    )
    
    
    (0.06
    )Net earnings
    
    
    0.29
    
    
    
    0.28Weighted average common shares outstanding:Basic
    
    
    370
    
    
    
    369Diluted
    
    
    371
    
    
    
    371
  3




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ALBERTSONS, INC.
 
 CONDENSED CONSOLIDATED EARNINGS STATEMENTS
 (in millions, except per share data)
(unaudited)
 26 weeks endedAugust 4,
    
    
    July 29,2005
    
    
    2004Sales
    
    $
    20,181
    
    
    $
    18,781Cost of sales
    
    
    14,515
    
    
    
    13,481Gross profit
    
    
    5,666
    
    
    
    5,300Selling, general and administrative expenses
    
    
    5,071
    
    
    
    4,778Restructuring credits
    
    
    (1
    )
    
    
    (1
    )Operating profit
    
    
    596
    
    
    
    523Other expenses (income):Interest, net
    
    
    281
    
    
    
    235Other, net
    
    
    (3
    )
    
    
    (1
    )Earnings from continuing operations before income taxes
    
    
    318
    
    
    
    289Income tax expense
    
    
    101
    
    
    
    108Earnings from continuing operations
    
    
    217
    
    
    
    181Discontinued operations:Operating loss
    
    
    (4
    )
    
    
    (10
    )Loss on disposal
    
    
    (12
    )
    
    
    (55
    )Income tax benefit
    
    
    6
    
    
    
    24Loss from discontinued operations
    
    
    (10
    )
    
    
    (41
    )Net earnings
    
    $
    207
    
    
    $
    140Earnings (loss) per share:BasicContinuing operations
    
    $
    0.59
    
    
    $
    0.49Discontinued operations
    
    
    (0.03
    )
    
    
    (0.11
    )Net earnings
    
    
    0.56
    
    
    
    0.38DilutedContinuing operations
    
    $
    0.59
    
    
    $
    0.49Discontinued operations
    
    
    (0.03
    )
    
    
    (0.11
    )Net earnings
    
    
    0.56
    
    
    
    0.38Weighted average common shares outstanding:Basic
    
    
    370
    
    
    
    369Diluted
    
    
    371
    
    
    
    371
  4




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ALBERTSONS, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in millions, except par value data)
(unaudited)
 August 4,
    
    
    February 3,2005
    
    
    2005ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    264
    
    
    $
    273Accounts and notes receivable, net
    
    
    645
    
    
    
    675Inventories
    
    
    3,173
    
    
    
    3,119Assets held for sale
    
    
    34
    
    
    
    43Prepaid and other
    
    
    233
    
    
    
    185Total Current Assets
    
    
    4,349
    
    
    
    4,295Land,
buildings and equipment (net of accumulated depreciation
and amortization of $8,083 and $7,658, respectively)
    
    
    10,158
    
    
    
    10,472Goodwill
    
    
    2,284
    
    
    
    2,284Intangibles, net
    
    
    850
    
    
    
    868Other assets
    
    
    484
    
    
    
    392Total Assets
    
    $
    18,125
    
    
    $
    18,311LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    2,341
    
    
    $
    2,250Salaries and related liabilities
    
    
    634
    
    
    
    739Self-insurance
    
    
    269
    
    
    
    263Current maturities of long-term debt and capital lease obligations
    
    
    35
    
    
    
    238Other current liabilities
    
    
    534
    
    
    
    595Total Current Liabilities
    
    
    3,813
    
    
    
    4,085Long-term debt
    
    
    5,846
    
    
    
    5,792Capital lease obligations
    
    
    839
    
    
    
    857Self-insurance
    
    
    676
    
    
    
    632Other long-term liabilities and deferred credits
    
    
    1,450
    
    
    
    1,524Commitments and contingencies
    
    
    
    
    
    
    Stockholders Equity:Preferred stock  $1.00 par value; authorized - 10 shares;
designated  3 shares
of Series A Junior Participating; issued 
none
    
    
    
    
    
    
    Common stock  $1.00 par value; authorized - 1,200 shares; issued
 368 shares
and 368 shares, respectively
    
    
    368
    
    
    
    368Capital in excess of par
    
    
    79
    
    
    
    66Accumulated other comprehensive loss
    
    
    (145
    )
    
    
    (145
    )Retained earnings
    
    
    5,199
    
    
    
    5,132Total Stockholders Equity
    
    
    5,501
    
    
    
    5,421Total Liabilities and Stockholders Equity
    
    $
    18,125
    
    
    $
    18,311
  5




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ALBERTSONS, INC.
 
 CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
 (in millions)
(unaudited)
 26 weeks endedAugust 4,
    
    
    July 29,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    207
    
    
    $
    140Adjustments to reconcile net earnings to net cash
providedby operating activities:Depreciation and amortization
    
    
    576
    
    
    
    522Net deferred income taxes
    
    
    (67
    )
    
    
    68Discontinued operations noncash charges
    
    
    15
    
    
    
    66Other noncash (credits) charges
    
    
    (2
    )
    
    
    23Stock-based compensation
    
    
    13
    
    
    
    11Restructuring credits
    
    
    (1
    )
    
    
    Net (gain) loss on asset disposals
    
    
    (24
    )
    
    
    6Changes in operating assets and liabilities:Receivables and prepaid expenses
    
    
    (12
    )
    
    
    134Inventories
    
    
    (53
    )
    
    
    118Accounts payable
    
    
    110
    
    
    
    96Other current liabilities
    
    
    (130
    )
    
    
    (61
    )Self-insurance
    
    
    50
    
    
    
    55Unearned income
    
    
    (64
    )
    
    
    (10
    )Other long-term liabilities
    
    
    27
    
    
    
    17Net cash provided by operating activities
    
    
    645
    
    
    
    1,185CASH FLOWS FROM INVESTING ACTIVITIES:Business acquisitions, net of cash acquired
    
    
    
    
    
    
    (2,080
    )Capital expenditures
    
    
    (421
    )
    
    
    (467
    )Proceeds from disposal of land, buildings and equipment
    
    
    116
    
    
    
    54Proceeds from disposal of assets held for sale
    
    
    18
    
    
    
    27Refundable deposit for tax related liabilities
    
    
    (81
    )
    
    
    Other
    
    
    11
    
    
    
    (17
    )Net cash used in investing activities
    
    
    (357
    )
    
    
    (2,483
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from mandatory convertible security
    
    
    
    
    
    
    1,150Net commercial paper activity
    
    
    52
    
    
    
    304Proceeds from long-term borrowings
    
    
    9
    
    
    
    Payments on long-term borrowings
    
    
    (219
    )
    
    
    (213
    )Dividends paid
    
    
    (140
    )
    
    
    (140
    )Mandatory convertible security financing costs
    
    
    
    
    
    
    (33
    )Proceeds from stock options exercised
    
    
    1
    
    
    
    10Net cash (used in) provided by financing activities
    
    
    (297
    )
    
    
    1,078Net decrease in cash and cash equivalents
    
    
    (9
    )
    
    
    (220
    )Cash and cash equivalents at beginning of period
    
    
    273
    
    
    
    561Cash and cash equivalents at end of period
    
    $
    264
    
    
    $
    341
  6




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ALBERTSONS, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (dollars and shares in millions, except per share data)
(unaudited)
 NOTE 1  THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
 Description of Business
   Basis of Presentation
    Use of Estimates
  Inventories
   7




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NOTE 1  THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES  (CONT.)
 Stock-Based Compensation
  13 weeks ended
    
    
    26 weeks endedAugust 4,
    
    
    July 29,
    
    
    August 4,
    
    
    July 29,2005
    
    
    2004
    
    
    2005
    
    
    2004Net Earnings as reported
    
    $
    107
    
    
    $
    104
    
    
    $
    207
    
    
    $
    140Add: Stock-based
compensation expense
included in
reported net
earnings, net of related
tax effects
    
    
    5
    
    
    
    4
    
    
    
    8
    
    
    
    6Deduct: Total stock-based
compensation expense
determined under fair
value based method for all
awards, net of related
tax effects
    
    
    (14
    )
    
    
    (11
    )
    
    
    (22
    )
    
    
    (21
    )Pro Forma Net Earnings
    
    $
    98
    
    
    $
    97
    
    
    $
    193
    
    
    $
    125Basic Earnings Per Share:As Reported
    
    $
    0.29
    
    
    $
    0.28
    
    
    $
    0.56
    
    
    $
    0.38Pro Forma
    
    
    0.27
    
    
    
    0.26
    
    
    
    0.52
    
    
    
    0.34Diluted Earnings Per Share:As Reported
    
    $
    0.29
    
    
    $
    0.28
    
    
    $
    0.56
    
    
    $
    0.38Pro Forma
    
    
    0.27
    
    
    
    0.26
    
    
    
    0.52
    
    
    
    0.34
  Reclassifications
    8




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NOTE 2  NEW AND RECENTLY ADOPTED ACCOUNTING STANDARDS
       9




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NOTE 3  BUSINESS ACQUISITIONS
 Shaws
    Purchase
PriceAdjustments
    
    
    RevisedInitial Purchase
    
    
    Through April
    
    
    Purchase PricePrice Allocation
    
    
    30, 2005
    
    
    AllocationCurrent assets
    
    $
    444
    
    
    $
    42
    
    
    $
    486Land, buildings and equipment
    
    
    1,378
    
    
    
    (20
    )
    
    
    1,358Goodwill
    
    
    840
    
    
    
    (37
    )
    
    
    803Intangible assets
    
    
    766
    
    
    
    (17
    )
    
    
    749Other assets
    
    
    23
    
    
    
    
    
    
    
    23Total assets acquired
    
    
    3,451
    
    
    
    (32
    )
    
    
    3,419Current liabilities
    
    
    417
    
    
    
    7
    
    
    
    424Long-term debt
    
    
    441
    
    
    
    
    
    
    
    441Other liabilities
    
    
    456
    
    
    
    (39
    )
    
    
    417Total liabilities assumed
    
    
    1,314
    
    
    
    (32
    )
    
    
    1,282Net assets acquired
    
    $
    2,137
    
    
    $
    
    
    
    $
    2,137
    10




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NOTE 3  BUSINESS ACQUISITIONS  (CONT.)
 Bristol Farms
   13 weeks ended
    
    
    26 weeks endedJuly 29,
    
    
    July 29,2004
    
    
    2004Sales
    
    $
    10,212
    
    
    $
    19,992Net earnings
    
    
    105
    
    
    
    164Earnings per share:Basic
    
    $
    0.28
    
    
    $
    0.44Diluted
    
    
    0.28
    
    
    
    0.44
 NOTE 4 DISCONTINUED OPERATIONS, RESTRUCTURING ACTIVITIES AND CLOSED STORES
  Discontinued Operations
    11




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NOTE 4 DISCONTINUED OPERATIONS, RESTRUCTURING ACTIVITIES AND CLOSED STORES  (CONT.)
   Restructuring Activities
   Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceMay 5,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August 4,2005
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20052004 Discontinued Operations
    
    $
    2
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22002 Discontinued Operations
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52001 Restructuring Activities
    
    
    12
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    11Closed Stores
    
    
    19
    
    
    
    1
    
    
    
    (4
    )
    
    
    1
    
    
    
    17$
    38
    
    
    $
    1
    
    
    $
    (5
    )
    
    $
    1
    
    
    $
    35
 Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceFebruary 3,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August 4,2005
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20052004 Discontinued Operations
    
    $
    2
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22002 Discontinued Operations
    
    
    6
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    52001 Restructuring Activities
    
    
    12
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    11Closed Stores
    
    
    22
    
    
    
    1
    
    
    
    (7
    )
    
    
    1
    
    
    
    17$
    42
    
    
    $
    1
    
    
    $
    (9
    )
    
    $
    1
    
    
    $
    35
 12




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NOTE 5  INTANGIBLES
  August 4,
    
    
    February 3,2005
    
    
    2005Amortizing:Favorable acquired operating leases
    
    $
    496
    
    
    $
    500Customer lists and other contracts
    
    
    33
    
    
    
    30Loyalty card and other
    
    
    37
    
    
    
    37566
    
    
    
    567Accumulated amortization
    
    
    (175
    )
    
    
    (158
    )391
    
    
    
    409Non-Amortizing:Trade names
    
    
    420
    
    
    
    420Liquor licenses
    
    
    39
    
    
    
    39459
    
    
    
    459$
    850
    
    
    $
    868
  NOTE 6  EMPLOYEE BENEFIT PLANS
  Pension Benefits
    
    
    Other Benefits13 weeks ended
    
    
    13 weeks endedAugust 4,
    
    
    July 29,
    
    
    August 4,
    
    
    July 29,2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost  benefits
earned during the period
    
    $
    10
    
    
    $
    7
    
    
    $
    
    
    
    $
    Interest cost on projected
benefit obligations
    
    
    18
    
    
    
    15
    
    
    
    1
    
    
    
    Expected return on assets
    
    
    (19
    )
    
    
    (16
    )
    
    
    
    
    
    
    Amortization of prior
service (credit)
    
    
    (2
    )
    
    
    (1
    )
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    7
    
    
    
    4
    
    
    
    
    
    
    
    Net periodic benefit expense
    
    $
    14
    
    
    $
    9
    
    
    $
    1
    
    
    $
    
 Pension Benefits
    
    
    Other Benefits26 weeks ended
    
    
    26 weeks endedAugust 4,
    
    
    July 29,
    
    
    August 4,
    
    
    July 29,2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost  benefits
earned during the period
    
    $
    19
    
    
    $
    11
    
    
    $
    
    
    
    $
    Interest cost on projected
benefit obligations
    
    
    34
    
    
    
    26
    
    
    
    1
    
    
    
    1Expected return on assets
    
    
    (35
    )
    
    
    (26
    )
    
    
    
    
    
    
    Amortization of prior
service (credit)
    
    
    (4
    )
    
    
    (3
    )
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    11
    
    
    
    8
    
    
    
    
    
    
    
    Net periodic benefit expense
    
    $
    25
    
    
    $
    16
    
    
    $
    1
    
    
    $
    1
  13




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NOTE 7  INDEBTEDNESS
 Revolving Credit Facilities
   Mandatory Convertible Security Offering
     14




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NOTE 7  INDEBTEDNESS  (CONT.)
  Shelf
Registration
  NOTE 8  CONTINGENCIES
    15




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NOTE 8  CONTINGENCIES  (CONT.)
         16




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NOTE 8  CONTINGENCIES  (CONT.)
  NOTE 9  INCOME TAXES
  NOTE 10  COMPUTATION OF EARNINGS PER SHARE
 13 weeks endedAugust 4, 2005
    
    
    July 29, 2004Basic
    
    
    Diluted
    
    
    Basic
    
    
    DilutedEarnings (loss) from:Continuing operations
    
    $
    110
    
    
    $
    110
    
    
    $
    125
    
    
    $
    125Discontinued operations
    
    
    (3
    )
    
    
    (3
    )
    
    
    (21
    )
    
    
    (21
    )Net earnings
    
    $
    107
    
    
    $
    107
    
    
    $
    104
    
    
    $
    104Weighted average common shares outstanding
    
    
    370
    
    
    
    370
    
    
    
    369
    
    
    
    369Potential common share equivalents
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    2Weighted average shares outstanding
    
    
    
    
    
    
    371
    
    
    
    
    
    
    
    371Earnings (loss) per common share and common
share equivalents:Continuing operations
    
    $
    0.30
    
    
    $
    0.30
    
    
    $
    0.34
    
    
    $
    0.34Discontinued operations
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.06
    )
    
    
    (0.06
    )Net earnings
    
    
    0.29
    
    
    
    0.29
    
    
    
    0.28
    
    
    
    0.28Calculation of potential common share
equivalents:Potential common shares assumed issued from
exercise of the Corporate Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options to purchase potential common shares
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    19Potential common shares assumed purchased
with potential proceeds
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    (17
    )Potential common share equivalents
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    2Calculation of potential common shares
assumed purchased with potential proceeds:Potential proceeds from assumed exercise
of
the Corporate Units
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Potential proceeds from exercise of
options
to purchase common shares
    
    
    
    
    
    
    209
    
    
    
    
    
    
    
    418Total assumed proceeds from exercise
    
    
    
    
    
    $
    209
    
    
    
    
    
    
    $
    418Common stock price used under treasury
stock method
    
    
    
    
    
    $
    20.98
    
    
    
    
    
    
    $
    24.30Potential common shares assumed
purchased with potential proceeds
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    17
 17




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NOTE 10  COMPUTATION OF EARNINGS PER SHARE  (CONT.)
 26 weeks endedAugust 4, 2005
    
    
    July 29, 2004Basic
    
    
    Diluted
    
    
    Basic
    
    
    DilutedEarnings (loss) from:Continuing operations
    
    $
    217
    
    
    $
    217
    
    
    $
    181
    
    
    $
    181Discontinued operations
    
    
    (10
    )
    
    
    (10
    )
    
    
    (41
    )
    
    
    (41
    )Net earnings
    
    $
    207
    
    
    $
    207
    
    
    $
    140
    
    
    $
    140Weighted average common shares outstanding
    
    
    370
    
    
    
    370
    
    
    
    369
    
    
    
    369Potential common share equivalents
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    2Weighted average shares outstanding
    
    
    
    
    
    
    371
    
    
    
    
    
    
    
    371Earnings (loss) per common share and common
share equivalents:Continuing operations
    
    $
    0.59
    
    
    $
    0.59
    
    
    $
    0.49
    
    
    $
    0.49Discontinued operations
    
    
    (0.03
    )
    
    
    (0.03
    )
    
    
    (0.11
    )
    
    
    (0.11
    )Net earnings
    
    
    0.56
    
    
    
    0.56
    
    
    
    0.38
    
    
    
    0.38Calculation of potential common share
equivalents:Potential common shares assumed issued from
exercise of the Corporate Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options to purchase potential common shares
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    20Potential common shares assumed purchased
with potential proceeds
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    (18
    )Potential common share equivalents
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    2Calculation of potential common shares
assumed purchased with potential proceeds:Potential proceeds from assumed
exercise of
the Corporate Units
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Potential proceeds from exercise of
options
to purchase common shares
    
    
    
    
    
    
    213
    
    
    
    
    
    
    
    419Total assumed proceeds from exercise
    
    
    
    
    
    $
    213
    
    
    
    
    
    
    $
    419Common stock price used under treasury
stock method
    
    
    
    
    
    $
    20.99
    
    
    
    
    
    
    $
    23.74Potential common shares assumed
purchased with potential proceeds
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    18
  NOTE 11  SUBSEQUENT EVENTS
  18




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NOTE 11  SUBSEQUENT EVENTS  (CONT.)
   19




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /S/ DELOITTE & TOUCHE LLP
 
 20




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  Shaws Acquisition
   Bristol Farms Acquisition
  Southern California Labor Dispute
  Subsequent Events
   21




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Results of Operations
 13 Week Period Ended August 4, 2005
          22




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##### Table of Contents



26 Week Period Ended August 4, 2005
          23




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Critical Accounting Policies
  Liquidity and Capital Resources
       24




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Insurance and Pension Plan Contingencies
   25




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##### Table of Contents



Contractual Obligations and Guarantees
  Commercial Commitments
  Off-Balance Sheet Arrangements
  Related Party Transactions
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  26




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##### Table of Contents



Item 4. Controls and Procedures
    
 PART II. OTHER INFORMATION
 
 Cautionary Statement for Purposes of Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995
    27




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Item 1. Legal Proceedings
     28




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   (d)(c)
    
    Maximum NumberTotal Number Of
    
    (Or ApproximateShares (Or
    
    Dollar Value) Of(a)
    
    
    
    
    
    Units) Purchased
    
    Shares (Or Units)Total Number
    
    (b)
    
    As Part Of
    
    That May Yet BeOf Shares (Or
    
    Average Price
    
    Publicly
    
    Purchased UnderUnits)
    
    Paid Per Share
    
    Announced Plans
    
    The Plans OrPeriod
    
    Purchased
    
    (Or Unit)
    
    Or Programs(1)
    
    ProgramsMay 6  May 31, 2005
    
    
    2,251
    (2)
    
    $
    21.21
    
    
    
    
    
    
    $
    500June 1  June 30, 2005
    
    
    4,373
    (2)
    
    
    21.25
    
    
    
    
    
    
    
    500July 1  August 4, 2005
    
    
    2,610
    (2)
    
    
    20.95
    
    
    
    
    
    
    
    500Total
    
    
    9,234
 
 (1)
    
    On December 16, 2004, the Board of Directors reauthorized a program authorizing
management, at its discretion, to purchase and retire up to $500 of the Companys common stock
through December 31, 2005. No shares of common stock have been repurchased through August 4,
2005 under this program.(2)
    
    Represents shares surrendered or deemed surrendered to the Company to satisfy tax
withholding obligations in connection with the vesting of stock units under employee stock
based compensation plans. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  29




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Item 6. Exhibits
 4.3.1
    
    Supplemental Indenture No. 2, dated as of July 6, 2005, between American
Stores Company, LLC and J.P. Morgan Trust Company, National Association, as
successor trustee (including the form of guarantee), is incorporated herein
by reference to Exhibit 4.1 of Form 8-K filed with the SEC on July 12, 200510.51
    
    Credit Agreement (5-year) (dated June 16, 2005)10.61
    
    Form of Non-Qualified Stock Option Award Agreement (Albertsons, Inc. 2004
Equity and Performance Incentive Plan)15
    
    Letter re: Unaudited Interim Financial Statements31.1
    
    Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 30




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ALBERTSONS, INC.(Registrant)
 Date: September 9, 2005
    
    /S/ Felicia D. ThorntonFelicia D. ThorntonExecutive Vice Presidentand Chief Financial Officer
 31