##### 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: November 3, 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




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##### Table of Contents



ALBERTSONS, INC.
INDEX
  
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Earnings Statements for the 13
weeks ended November 3, 2005 and October 28, 2004
    
    
    3Condensed Consolidated Earnings Statements for the 39
weeks ended November 3, 2005 and October 28, 2004
    
    
    4Condensed Consolidated Balance Sheets as of November 3,
2005 and February 3, 2005
    
    
    5Condensed Consolidated Cash Flow Statements for the 39
weeks ended November 3, 2005 and October 28, 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
    
    
    26PART 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 4.3.2EXHIBIT 10.42EXHIBIT 10.59.1EXHIBIT 10.62EXHIBIT 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 endedNovember 3,
    
    
    October 28,2005
    
    
    2004Sales
    
    $
    9,950
    
    
    $
    9,974Cost of sales
    
    
    7,152
    
    
    
    7,188Gross profit
    
    
    2,798
    
    
    
    2,786Selling, general and administrative expenses
    
    
    2,543
    
    
    
    2,515Restructuring charges (credits), net
    
    
    1
    
    
    
    (10
    )Operating profit
    
    
    254
    
    
    
    281Other expenses (income):Interest, net
    
    
    123
    
    
    
    125Other, net
    
    
    (1
    )
    
    
    (1
    )Earnings from continuing operations before income taxes
    
    
    132
    
    
    
    157Income tax expense
    
    
    51
    
    
    
    50Earnings from continuing operations
    
    
    81
    
    
    
    107Discontinued operations:Operating (loss) income
    
    
    (1
    )
    
    
    4Loss on disposal
    
    
    (6
    )
    
    
    Income tax benefit (expense)
    
    
    3
    
    
    
    (1
    )(Loss) income from discontinued operations
    
    
    (4
    )
    
    
    3Net earnings
    
    $
    77
    
    
    $
    110Earnings (loss) per share*:BasicContinuing operations
    
    $
    0.22
    
    
    $
    0.29Discontinued operations
    
    
    (0.01
    )
    
    
    0.01Net earnings
    
    
    0.21
    
    
    
    0.30DilutedContinuing operations
    
    $
    0.22
    
    
    $
    0.29Discontinued operations
    
    
    (0.01
    )
    
    
    0.01Net earnings
    
    
    0.21
    
    
    
    0.29Weighted average common shares outstanding:Basic
    
    
    370
    
    
    
    369Diluted
    
    
    373
    
    
    
    373
    3




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ALBERTSONS, INC.
 
 CONDENSED CONSOLIDATED EARNINGS STATEMENTS
 (in millions, except per share data)
 (unaudited)
 39 weeks endedNovember 3,
    
    
    October 28,2005
    
    
    2004Sales
    
    $
    30,131
    
    
    $
    28,755Cost of sales
    
    
    21,667
    
    
    
    20,669Gross profit
    
    
    8,464
    
    
    
    8,086Selling, general and administrative expenses
    
    
    7,614
    
    
    
    7,292Restructuring credits, net
    
    
    
    
    
    
    (11
    )Operating profit
    
    
    850
    
    
    
    805Other expenses (income):Interest, net
    
    
    404
    
    
    
    360Other, net
    
    
    (4
    )
    
    
    (1
    )Earnings from continuing operations before income taxes
    
    
    450
    
    
    
    446Income tax expense
    
    
    152
    
    
    
    158Earnings from continuing operations
    
    
    298
    
    
    
    288Discontinued operations:Operating loss
    
    
    (5
    )
    
    
    (7
    )Loss on disposal
    
    
    (18
    )
    
    
    (55
    )Income tax benefit
    
    
    9
    
    
    
    23Loss from discontinued operations
    
    
    (14
    )
    
    
    (39
    )Net earnings
    
    $
    284
    
    
    $
    249Earnings (loss) per share:BasicContinuing operations
    
    $
    0.81
    
    
    $
    0.78Discontinued operations
    
    
    (0.04
    )
    
    
    (0.10
    )Net earnings
    
    
    0.77
    
    
    
    0.68DilutedContinuing operations
    
    $
    0.80
    
    
    $
    0.77Discontinued operations
    
    
    (0.04
    )
    
    
    (0.10
    )Net earnings
    
    
    0.76
    
    
    
    0.67Weighted average common shares outstanding:Basic
    
    
    370
    
    
    
    369Diluted
    
    
    371
    
    
    
    372
  4




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ALBERTSONS, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in millions, except par value data)
 (unaudited)
 November 3,
    
    
    February 3,2005
    
    
    2005ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    255
    
    
    $
    273Accounts and notes receivable, net
    
    
    715
    
    
    
    675Inventories
    
    
    3,411
    
    
    
    3,119Assets held for sale
    
    
    70
    
    
    
    43Prepaid and other
    
    
    244
    
    
    
    185Total Current Assets
    
    
    4,695
    
    
    
    4,295Land,
buildings and equipment (net of accumulated depreciation
and amortization of $8,163 and $7,658, respectively)
    
    
    10,048
    
    
    
    10,472Goodwill
    
    
    2,284
    
    
    
    2,284Intangibles, net
    
    
    834
    
    
    
    868Other assets
    
    
    486
    
    
    
    392Total Assets
    
    $
    18,347
    
    
    $
    18,311LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    2,575
    
    
    $
    2,250Salaries and related liabilities
    
    
    663
    
    
    
    739Self-insurance
    
    
    274
    
    
    
    263Current maturities of long-term debt and capital lease obligations
    
    
    52
    
    
    
    238Other current liabilities
    
    
    549
    
    
    
    595Total Current Liabilities
    
    
    4,113
    
    
    
    4,085Long-term debt
    
    
    5,763
    
    
    
    5,792Capital lease obligations
    
    
    834
    
    
    
    857Self-insurance
    
    
    685
    
    
    
    632Other long-term liabilities and deferred credits
    
    
    1,427
    
    
    
    1,524Commitments and contingenciesStockholders Equity:Preferred
stock  $1.00 par value; authorized  10 shares;
designated  3 sharesof Series A Junior Participating;
issued 
none
    
    
    
    
    
    
    Common stock
 $1.00 par value; authorized  1,200 shares; issued
 369 sharesand 368 shares, respectively
    
    
    369
    
    
    
    368Capital in excess of par
    
    
    95
    
    
    
    66Accumulated other comprehensive loss
    
    
    (145
    )
    
    
    (145
    )Retained earnings
    
    
    5,206
    
    
    
    5,132Total Stockholders Equity
    
    
    5,525
    
    
    
    5,421Total Liabilities and Stockholders Equity
    
    $
    18,347
    
    
    $
    18,311
  5




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ALBERTSONS, INC.
 
 CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
 (in millions)
 (unaudited)
 39 weeks endedNovember 3,
    
    
    October 28,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    284
    
    
    $
    249Adjustments to reconcile net earnings to net cash
provided by operating activities:Depreciation and amortization
    
    
    862
    
    
    
    806Net deferred income taxes
    
    
    (88
    )
    
    
    66Discontinued operations non-cash charges
    
    
    21
    
    
    
    66Other non-cash charges
    
    
    15
    
    
    
    24Stock-based compensation
    
    
    21
    
    
    
    14Net restructuring credits
    
    
    
    
    
    
    (11
    )Net gain on asset disposals
    
    
    (35
    )
    
    
    (17
    )Changes in operating assets and liabilities:Receivables and prepaid expenses
    
    
    (97
    )
    
    
    149Inventories
    
    
    (290
    )
    
    
    (164
    )Accounts payable
    
    
    321
    
    
    
    307Other current liabilities
    
    
    (63
    )
    
    
    (8
    )Self-insurance
    
    
    63
    
    
    
    78Unearned income
    
    
    (81
    )
    
    
    (28
    )Other long-term liabilities
    
    
    29
    
    
    
    (61
    )Net cash provided by operating activities
    
    
    962
    
    
    
    1,470CASH FLOWS FROM INVESTING ACTIVITIES:Business acquisitions, net of cash acquired
    
    
    
    
    
    
    (2,214
    )Capital expenditures
    
    
    (637
    )
    
    
    (750
    )Proceeds from disposal of land, buildings and equipment
    
    
    147
    
    
    
    95Proceeds from disposal of assets held for sale
    
    
    24
    
    
    
    61Refundable deposit for tax related liabilities
    
    
    (81
    )
    
    
    Other
    
    
    
    
    
    
    (31
    )Net cash used in investing activities
    
    
    (547
    )
    
    
    (2,839
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from mandatory convertible securities
    
    
    
    
    
    
    1,150Net commercial paper activity
    
    
    (12
    )
    
    
    621Proceeds from long-term borrowings
    
    
    9
    
    
    
    Payments on long-term borrowings
    
    
    (229
    )
    
    
    (523
    )Dividends paid
    
    
    (210
    )
    
    
    (210
    )Mandatory convertible securities financing costs
    
    
    
    
    
    
    (33
    )Proceeds from stock options exercised
    
    
    9
    
    
    
    11Net cash (used in) provided by financing activities
    
    
    (433
    )
    
    
    1,016Net decrease in cash and cash equivalents
    
    
    (18
    )
    
    
    (353
    )Cash and cash equivalents at beginning of period
    
    
    273
    
    
    
    561Cash and cash equivalents at end of period
    
    $
    255
    
    
    $
    208
  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
  Cash and Cash Equivalents
  Inventories
  7




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NOTE 1
 THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES  (CONT.)
   Stock-Based Compensation
  13 weeks ended
    
    
    39 weeks endedNovember 3,
    
    
    October 28,
    
    
    November 3,
    
    
    October 28,2005
    
    
    2004
    
    
    2005
    
    
    2004Net Earnings as reported
    
    $
    77
    
    
    $
    110
    
    
    $
    284
    
    
    $
    249Add: Stock-based
compensation expense
included in reported net
earnings, net of related
tax effects
    
    
    5
    
    
    
    2
    
    
    
    12
    
    
    
    9Deduct: Total stock-based
compensation expense
determined under fair
value-based method for
all awards, net of
related tax effects
    
    
    (13
    )
    
    
    (9
    )
    
    
    (31
    )
    
    
    (30
    )Pro Forma Net Earnings
    
    $
    69
    
    
    $
    103
    
    
    $
    265
    
    
    $
    228Basic Earnings Per Share:As Reported
    
    $
    0.21
    
    
    $
    0.30
    
    
    $
    0.77
    
    
    $
    0.68Pro Forma
    
    
    0.19
    
    
    
    0.28
    
    
    
    0.72
    
    
    
    0.63Diluted Earnings Per Share:As Reported
    
    $
    0.21
    
    
    $
    0.29
    
    
    $
    0.76
    
    
    $
    0.67Pro Forma
    
    
    0.18
    
    
    
    0.28
    
    
    
    0.71
    
    
    
    0.61
  Reclassifications
   8




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NOTE 2  NEW AND RECENTLY ADOPTED ACCOUNTING STANDARDS
       9




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NOTE 2  NEW AND RECENTLY ADOPTED ACCOUNTING STANDARDS  (CONT.)
   NOTE 3  BUSINESS ACQUISITIONS
 Shaws
    Purchase PriceAdjustments
    
    
    RevisedInitial Purchase
    
    
    Through
    
    
    Purchase PricePrice Allocation
    
    
    April 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
    
    
    39 weeks endedOctober 28,
    
    
    October 28,2004
    
    
    2004Sales
    
    $
    9,997
    
    
    $
    29,989Net earnings
    
    
    110
    
    
    
    274Earnings per share:Basic
    
    $
    0.30
    
    
    $
    0.74Diluted
    
    
    0.29
    
    
    
    0.74
 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.)
    13 weeks ended
    
    
    39 weeks endedNovember 3,
    
    
    October 28,
    
    
    November 3,
    
    
    October 28,2005
    
    
    2004
    
    
    2005
    
    
    2004Sales
    
    $
    
    
    
    $
    37
    
    
    $
    39
    
    
    $
    218(Loss) income from operations
    
    $
    (1
    )
    
    $
    4
    
    
    $
    (5
    )
    
    $
    (7
    )Net impairment charges and
lease accruals
    
    
    (5
    )
    
    
    (3
    )
    
    
    (14
    )
    
    
    (63
    )(Loss) gain on disposal
    
    
    (1
    )
    
    
    3
    
    
    
    (4
    )
    
    
    8Income tax benefit (expense)
    
    
    3
    
    
    
    (1
    )
    
    
    9
    
    
    
    23(Loss) income from
discontinued operations
    
    $
    (4
    )
    
    $
    3
    
    
    $
    (14
    )
    
    $
    (39
    )
 Restructuring Activities
   Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceAugust 4,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    November 3,2005
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20052004 Discontinued Operations
    
    $
    2
    
    
    $
    
    
    
    $
    (1
    )
    
    $
    
    
    
    $
    12002 Discontinued Operations
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    102001 Restructuring Activities
    
    
    11
    
    
    
    
    
    
    
    (3
    )
    
    
    1
    
    
    
    9Closed Stores
    
    
    17
    
    
    
    1
    
    
    
    (4
    )
    
    
    1
    
    
    
    15$
    35
    
    
    $
    1
    
    
    $
    (8
    )
    
    $
    7
    
    
    $
    35
 Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceFebruary 3,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    November 3,2005
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20052004 Discontinued Operations
    
    $
    2
    
    
    $
    
    
    
    $
    (1
    )
    
    $
    
    
    
    $
    12002 Discontinued Operations
    
    
    6
    
    
    
    
    
    
    
    (1
    )
    
    
    5
    
    
    
    102001 Restructuring Activities
    
    
    12
    
    
    
    
    
    
    
    (4
    )
    
    
    1
    
    
    
    9Closed Stores
    
    
    22
    
    
    
    2
    
    
    
    (10
    )
    
    
    1
    
    
    
    15$
    42
    
    
    $
    2
    
    
    $
    (16
    )
    
    $
    7
    
    
    $
    35
 12




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NOTE 5
 INTANGIBLES
  November 3,
    
    
    February 3,2005
    
    
    2005Amortizing:Favorable acquired operating leases
    
    $
    451
    
    
    $
    500Customer lists and other contracts
    
    
    34
    
    
    
    30Loyalty card and other
    
    
    37
    
    
    
    37522
    
    
    
    567Accumulated amortization
    
    
    (147
    )
    
    
    (158
    )375
    
    
    
    409Non-Amortizing:Trade names
    
    
    420
    
    
    
    420Liquor licenses
    
    
    39
    
    
    
    39459
    
    
    
    459$
    834
    
    
    $
    868
  NOTE 6  EMPLOYEE BENEFIT PLANS
  Pension Benefits
    
    
    Other Benefits13 weeks ended
    
    
    13 weeks endedNovember 3,
    
    
    October 28,
    
    
    November 3,
    
    
    October 28,2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost  benefits
earned during the period
    
    $
    9
    
    
    $
    8
    
    
    $
    
    
    
    $
    Interest cost on projected
benefit obligations
    
    
    17
    
    
    
    15
    
    
    
    
    
    
    
    Expected return on assets
    
    
    (18
    )
    
    
    (15
    )
    
    
    
    
    
    
    Amortization of prior
service credit
    
    
    (2
    )
    
    
    (2
    )
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    6
    
    
    
    4
    
    
    
    
    
    
    
    Net periodic benefit expense
    
    $
    12
    
    
    $
    10
    
    
    $
    
    
    
    $
    
 Pension Benefits
    
    
    Other Benefits39 weeks ended
    
    
    39 weeks endedNovember 3,
    
    
    October 28,
    
    
    November 3,
    
    
    October 28,2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost  benefits
earned during the period
    
    $
    27
    
    
    $
    19
    
    
    $
    
    
    
    $
    Interest cost on projected
benefit obligations
    
    
    51
    
    
    
    41
    
    
    
    1
    
    
    
    1Expected return on assets
    
    
    (53
    )
    
    
    (41
    )
    
    
    
    
    
    
    Amortization of prior
service credit
    
    
    (5
    )
    
    
    (5
    )
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    17
    
    
    
    13
    
    
    
    
    
    
    
    Net periodic benefit expense
    
    $
    37
    
    
    $
    27
    
    
    $
    1
    
    
    $
    1
  13




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




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##### Table of Contents



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




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NOTE 8  CONTINGENCIES  (CONT.)
        16




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NOTE 9  INCOME TAXES
  17




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NOTE
10  COMPUTATION OF EARNINGS PER SHARE
 13 weeks endedNovember 3, 2005
    
    
    October 28, 2004Basic
    
    
    Diluted
    
    
    Basic
    
    
    DilutedEarnings (loss) from:Continuing operations
    
    $
    81
    
    
    $
    81
    
    
    $
    107
    
    
    $
    107Discontinued operations
    
    
    (4
    )
    
    
    (4
    )
    
    
    3
    
    
    
    3Net earnings
    
    $
    77
    
    
    $
    77
    
    
    $
    110
    
    
    $
    110Weighted average common shares outstanding
    
    
    370
    
    
    
    370
    
    
    
    369
    
    
    
    369Potential common share equivalents
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    4Weighted average shares outstanding
    
    
    
    
    
    
    373
    
    
    
    
    
    
    
    373Earnings (loss) per common share and common
share equivalents*:Continuing operations
    
    $
    0.22
    
    
    $
    0.22
    
    
    $
    0.29
    
    
    $
    0.29Discontinued operations
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    0.01
    
    
    
    0.01Net earnings
    
    
    0.21
    
    
    
    0.21
    
    
    
    0.30
    
    
    
    0.29Calculation of potential common share
equivalents:Potential common shares assumed issued from
exercise of the Corporate Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49Options to purchase potential common shares
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    19Potential common shares assumed purchased
with potential proceeds
    
    
    
    
    
    
    (17
    )
    
    
    
    
    
    
    (64
    )Potential common share equivalents
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    4Calculation of potential common shares
assumed purchased with potential proceeds:Potential proceeds from assumed exercise
of
the Corporate Units
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    1,150Potential proceeds from exercise of
options
to purchase common shares
    
    
    
    
    
    
    396
    
    
    
    
    
    
    
    393Total assumed proceeds from exercise
    
    
    
    
    
    $
    396
    
    
    
    
    
    
    $
    1,543Common stock price used under treasury
stock method
    
    
    
    
    
    $
    23.27
    
    
    
    
    
    
    $
    24.18Potential common shares assumed
purchased with potential proceeds
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    64
 
 *
    
    May not sum due to rounding differences 18




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NOTE 10  COMPUTATION OF EARNINGS PER SHARE  (CONT.)
 39 weeks endedNovember 3, 2005
    
    
    October 28, 2004Basic
    
    
    Diluted
    
    
    Basic
    
    
    DilutedEarnings (loss) from:Continuing operations
    
    $
    298
    
    
    $
    298
    
    
    $
    288
    
    
    $
    288Discontinued operations
    
    
    (14
    )
    
    
    (14
    )
    
    
    (39
    )
    
    
    (39
    )Net earnings
    
    $
    284
    
    
    $
    284
    
    
    $
    249
    
    
    $
    249Weighted average common shares outstanding
    
    
    370
    
    
    
    370
    
    
    
    369
    
    
    
    369Potential common share equivalents
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    3Weighted average shares outstanding
    
    
    
    
    
    
    371
    
    
    
    
    
    
    
    372Earnings (loss) per common share and common
share equivalents:Continuing operations
    
    $
    0.81
    
    
    $
    0.80
    
    
    $
    0.78
    
    
    $
    0.77Discontinued operations
    
    
    (0.04
    )
    
    
    (0.04
    )
    
    
    (0.10
    )
    
    
    (0.10
    )Net earnings
    
    
    0.77
    
    
    
    0.76
    
    
    
    0.68
    
    
    
    0.67Calculation of potential common share
equivalents:Potential common shares assumed issued from
exercise of the Corporate Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16Options to purchase potential common shares
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    20Potential common shares assumed purchased
with potential proceeds
    
    
    
    
    
    
    (14
    )
    
    
    
    
    
    
    (33
    )Potential common share equivalents
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    3Calculation of potential common shares
assumed purchased with potential proceeds:Potential proceeds from assumed
exercise of
the Corporate Units
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    383Potential proceeds from exercise of
options
to purchase common shares
    
    
    
    
    
    
    310
    
    
    
    
    
    
    
    411Total assumed proceeds from exercise
    
    
    
    
    
    $
    310
    
    
    
    
    
    
    $
    794Common stock price used under treasury
stock method
    
    
    
    
    
    $
    21.75
    
    
    
    
    
    
    $
    23.89Potential common shares assumed
purchased with potential proceeds
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    33
  NOTE 11  SUBSEQUENT EVENTS
  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
  21




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Subsequent Events
  Results of Operations
 13 Week Period Ended November 3, 2005
           22




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##### Table of Contents



39 Week Period Ended November 3, 2005
         23




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Critical Accounting Policies
  Liquidity and Capital Resources
     24




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Insurance Contingencies
  25




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##### Table of Contents



Pension Plan Contingencies
   Contractual Obligations and Guarantees
  Commercial Commitments
  Off-Balance Sheet Arrangements
  Related Party Transactions
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  26




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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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##### Table of Contents



Item 1. Legal Proceedings
       28




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##### Table of Contents



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
    
    
    Average Price
    
    
    Publicly
    
    
    Purchased Under(Or Units)
    
    
    Paid Per Share
    
    
    Announced Plans
    
    
    The Plans OrPeriod
    
    Purchased
    
    
    (Or Unit)
    
    
    Or Programs
(1)
    
    
    ProgramsAugust 5  August 31, 2005
    
    
    1,012
    (2)
    
    $
    25.48
    
    
    
    
    
    
    $
    500September 1  September 30,
2005
    
    
    221
    (2)
    
    
    25.09
    
    
    
    
    
    
    
    500October 1  November 3, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500Total
    
    
    1,233
    
    
    
    25.41
 
 (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 November
3, 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
 4.3.2
    
    Supplemental Indenture No. 1, dated as of January 23, 2004 between American Stores
Company, LLC (f/k/a American Stores Company) and J.P. Morgan Trust Company, as
successor trustee.10.42
    
    Albertsons
Severance Plan for Officers, Amended and Restated Effective June 1, 2005.*10.59.1
    
    Amendment dated as of November 1, 2005, between the Company and Clarence J.
Gabriel, Jr. dated as of May 9, 2005.*10.62
    
    Albertsons Inc. Change in Control Severance Benefit Trust dated as of August 1,
2004 by and between Albertsons, Inc. and Atlantic Trust
Company, N.A.*15
    
    Letter re:
Unaudited Interim Financial Statements.31.1
    
    Certification
of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification
of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.*
    

Identifies
management contracts or compensatory plans or arrangements required
to be filed as exhibits hereto.
 30




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ALBERTSONS, INC.(Registrant)Date: December 2, 2005
    
    /S/ Felicia D. ThorntonFelicia D. ThorntonExecutive Vice Presidentand Chief Financial Officer
 31