##### Table of Contents



UNITED STATES 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 2, 2006Commission
file number 1-6187
 ALBERTSONS, INC.
 (Exact name of Registrant as specified in its Charter)
 Delaware
    
    82-0184434(State or other jurisdiction
of incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho
    
    83726(Address of principal executive offices)
    
    (Zip Code)
 (208) 395-6200
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $1.00 par value
    
    New York Stock Exchange
Pacific Stock ExchangeMandatory Convertible Security
    
    New York Stock Exchange
  þ o
 o þ
 þ o
 o
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-accelerated Filer o
 o þ
   Documents Incorporated by Reference




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##### 



Item
    
    
    
    PagePART ICautionary Statement
    
    
    31.
    
    Business
    
    
    31A.
    
    Risk Factors
    
    
    71B.
    
    Unresolved Staff Comments
    
    
    82.
    
    Properties
    
    
    83.
    
    Legal Proceedings
    
    
    103A.
    
    Executive Officers of the Registrant
    
    
    124.
    
    Submission of Matters to a Vote of Security Holders
    
    
    13PART II5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    146.
    
    Selected Financial Data
    
    
    157.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    157A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    318.
    
    Financial Statements and Supplementary Data
    
    
    329.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    679A.
    
    Controls and Procedures
    
    
    679B.
    
    Other Information
    
    
    68PART
III10.
    
    Directors and Executive Officers of the Registrant
    
    
    7211.
    
    Executive
Compensation
    
    
    7512.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    8413.
    
    Certain
Relationships and Related Transactions
    
    
    8614.
    
    Principal Accountant Fees and Services
    
    
    87PART
IV15.
    
    Exhibits and Financial Statement Schedules
    
    
    88SIGNATURES


    
    
    89EXHIBIT 2.2EXHIBIT 4.1.4EXHIBIT 21EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32




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PART I
 
 Cautionary Statement for Purposes of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
    
 Item 1. Business.
 General
 www.albertsons.com
    3




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Definitive Agreement to Sell Company
  Retail Formats
         4




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Distribution Centers and Suppliers
   Marketing and Merchandising
    ® ® ®
 essensia equaline HomeLife essensia equaline HomeLife
 Associates
  5




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Environmental
  Government Regulation
  Competition
  Seasonality
  Available Information
  6




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Item 1A. Risk Factors.
  The sale of Albertsons to Supervalu, CVS and the Cerberus Group is subject to certain closing
conditions that, if not satisfied or waived, will result in the Transactions not being
completed, which may cause the market price of Albertsons common
stock to decline.
   Whether or not the Transactions are completed, the announcement and pendency of the Transactions
could cause disruptions in the Companys business, which could have an adverse effect on its
business and financial results.
  
    
    current and prospective employees may experience uncertainty about their future roles
with the Company, which might adversely affect the Companys ability to retain key managers
and other employees; and
    
    the attention of management may be directed toward the completion of the Transactions,
rather than toward the execution of existing business plans.
 The Company faces a high level of competition in the retail food business and the competition
the Company encounters may have a negative impact on the prices it may charge for products and
the Companys revenues and profitability.
  
    
    national, regional and local supermarket chains;
    
    independent and specialty grocers; and
    
    nontraditional food stores, such as supercenters, club stores, specialty retailers
(such as pet centers and toy stores) and large scale drug retailers.
   7




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The Company could experience
labor disputes that could disrupt its business.
  
    
    may not prove successful;
    
    may result in a significant increase in the cost of labor; or
    
    may break down and result in the disruption of the
Companys operations.
  The
Company is affected by increasing labor costs, which could adversely
affect the Companys business and
results of operations.
   
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
   8




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Retail Stores
   Combination
    
    
    
    
    
    
    ConventionalFood-Drug
    
    
    Stand-Alone
    
    
    Food
    
    
    OtherStores
    
    
    Drugstores
    
    
    Stores
    
    
    Stores (a)
    
    
    Total
    
    
    Fuel Centers (b)Arizona
    
    
    60
    
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    136
    
    
    
    18Arkansas
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    California
    
    
    321
    
    
    
    338
    
    
    
    104
    
    
    
    12
    
    
    
    775
    
    
    
    8Colorado
    
    
    49
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    58
    
    
    
    12Connecticut
    
    
    24
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    25
    
    
    
    Delaware
    
    
    10
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    12
    
    
    
    1Florida
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    115
    
    
    
    16Idaho
    
    
    30
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    34
    
    
    
    16Illinois
    
    
    166
    
    
    
    84
    
    
    
    14
    
    
    
    
    
    
    
    264
    
    
    
    27Indiana
    
    
    6
    
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    49
    
    
    
    1Iowa
    
    
    1
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    Kansas
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    Louisiana
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    23
    
    
    
    11Maine
    
    
    22
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    23
    
    
    
    Maryland
    
    
    3
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    8
    
    
    
    1Massachusetts
    
    
    82
    
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    95
    
    
    
    Michigan
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Minnesota
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Missouri
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    Montana
    
    
    18
    
    
    
    8
    
    
    
    14
    
    
    
    
    
    
    
    40
    
    
    
    5Nebraska
    
    
    1
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    1Nevada
    
    
    49
    
    
    
    42
    
    
    
    2
    
    
    
    
    
    
    
    93
    
    
    
    11New Hampshire
    
    
    30
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    36
    
    
    
    New Jersey
    
    
    39
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    61
    
    
    
    New Mexico
    
    
    21
    
    
    
    4
    
    
    
    2
    
    
    
    
    
    
    
    27
    
    
    
    4North Dakota
    
    
    2
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    Oklahoma
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    16Oregon
    
    
    46
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    55
    
    
    
    13Pennsylvania
    
    
    43
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    53
    
    
    
    1Rhode Island
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    South Dakota
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    Texas
    
    
    144
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    155
    
    
    
    47Utah
    
    
    47
    
    
    
    
    
    
    
    1
    
    
    
    2
    
    
    
    50
    
    
    
    9Vermont
    
    
    7
    
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    18
    
    
    
    Washington
    
    
    76
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    83
    
    
    
    16Wisconsin
    
    
    15
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    1Wyoming
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    3Total
    
    
    1,495
    
    
    
    700
    
    
    
    237
    
    
    
    39
    
    
    
    2,471
    
    
    
    238Retail Square
Footage by Store
Type (000s)
    
    
    81,653
    
    
    
    12,490
    
    
    
    6,684
    
    
    
    1,799
    
    
    
    102,626
    
    
    
    (b
    )
 
 (a)
    
    Includes 12 Bristol Farms stores and 27 Extreme Inc. stores.(b)
    
    All fuel centers are located adjacent to retail stores, therefore the Company does not count
fuel centers as separate stores. The square footage of fuel centers is included with the
square footage of adjacent stores. 9




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Distribution Facilities
   SquareFrozen
    
    
    
    
    
    
    
    
    
    Meat &
    
    Health &
    
    General
    
    
    
    
    
    FootageMajor Distribution Facilities
    
    Grocery
    
    Food
    
    Liquor
    
    Produce
    
    Deli
    
    Beauty
    
    Merchandise
    
    Pharmaceuticals
    
    (000s)Melrose Park, Illinois
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,662Lancaster, Pennsylvania
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    1,413Brea, California
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,331La Habra, California
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    1,203Fort Worth, Texas
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,131Plant City, Florida
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    1,011Irvine, California
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,009Elk Grove, Illinois
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    933Vacaville, California
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    854Portland, Oregon
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    834Phoenix, Arizona
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    734Salt Lake City, Utah
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    660Wells, Maine
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    536San Leandro, California
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    480Sacramento, California
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    442Ponca City, Oklahoma
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    420Denver, Colorado
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    388Boise, Idaho
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    302Methuen, Massachusetts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291Other Distribution FacilitiesNorthborough, Massachusetts
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    93Carson, California
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40Las Vegas, Nevada
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30Indianapolis, Indiana
    
    
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22Total Square Footage -
All Distribution Facilities
(000s)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,819
  
 Item 3. Legal Proceedings.
   10




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11




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Item 3A. Executive Officers of the Registrant.
 Age as of
    
    
    
    Date First AppointedName
    
    3/31/06
    
    Position
    
    as an Executive OfficerLawrence R. Johnston
    
    57
    
    Chairman of the Board, Chief Executive Officer and President
    
    04/23/01Romeo R. Cefalo
    
    56
    
    Executive Vice President, New Store Formats and Development
    
    03/21/00Robert J. Dunst, Jr.
    
    45
    
    Executive Vice President,  Technology and Supply Chain
    
    11/19/01Paul T. Gannon
    
    53
    
    Executive Vice President, Marketing and Food Operations
    
    09/13/04Kathy J. Herbert
    
    52
    
    Executive Vice President, Human Resources
    
    09/17/01Duncan C. Mac Naughton
    
    43
    
    Executive Vice President, Merchandising
    
    02/04/05John R. Sims
    
    56
    
    Executive Vice President and General Counsel
    
    03/25/02Felicia D. Thornton
    
    42
    
    Executive Vice President and Chief Financial Officer
    
    08/22/01Kevin H. Tripp
    
    51
    
    Executive Vice President, Drug Operations and President, Drug Division
    
    12/11/00
   12




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Item 4. Submission of Matters to a Vote of Security Holders.
  13




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
  Common Stock Market PriceDividendsHigh
    
    Low
    
    Declared2005Fourth Quarter
    
    $
    25.48
    
    
    $
    19.88
    
    
    $
    0.19Third Quarter
    
    
    26.51
    
    
    
    19.75
    
    
    
    0.19Second Quarter
    
    
    22.39
    
    
    
    19.85
    
    
    
    0.19First Quarter
    
    
    23.53
    
    
    
    19.26
    
    
    
    0.192004Fourth Quarter
    
    $
    25.93
    
    
    $
    22.35
    
    
    $
    0.19Third Quarter
    
    
    25.80
    
    
    
    22.30
    
    
    
    0.19Second Quarter
    
    
    27.75
    
    
    
    22.43
    
    
    
    0.19First Quarter
    
    
    25.33
    
    
    
    21.57
    
    
    
    0.19
  Issuer Purchases of Equity Securities
 Maximum Number (OrTotal Number Of
    
    Approximate DollarShares (Or Units)
    
    Value) Of SharesPurchased As Part
    
    (Or Units) That MayTotal Number Of
    
    
    
    
    
    Of Publicly
    
    Yet Be PurchasedShares (Or Units)
    
    Average Price Paid
    
    Announced Plans Or
    
    Under The Plans OrPeriod
    
    Purchased
    
    Per Share (Or Unit)
    
    Programs (1)
    
    ProgramsNovember 4  November 30, 2005
    
    
    2,740
    (2)
    
    $
    24.66
    
    
    
    
    
    
    $
    500December 1  December 31, 2005
    
    
    104,211
    (2)
    
    
    22.25
    
    
    
    
    
    
    
    500January 1  February 2, 2006
    
    
    7,994
    (2)
    
    
    22.89
    
    
    
    
    
    
    
    
 
 (1)
    
    During 2005, the Company did not repurchase any shares of common stock under its Board
authorized repurchase program, which permitted management to purchase and retire up to $500 of
the Companys common stock. The $500 repurchase program expired on December 31, 2005.(2)
    
    Represents shares surrendered or deemed surrendered to the Company to satisfy tax withholding
obligations in connection with the distribution of shares of stock as a result of the exercise
or other settlement of Company equity awards. 14




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Item 6. Selected Financial Data.
  52 Weeks
    
    
    53 Weeks
    
    
    52 Weeks
    
    
    52 Weeks
    
    
    52 Weeks(Dollars in millions,
    
    February 2,
    
    
    February 3,
    
    
    January 29,
    
    
    January 30,
    
    
    January 31,except per share data)
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Operating Results:Sales
    
    $
    40,358
    
    
    $
    39,810
    
    
    $
    35,019
    
    
    $
    35,316
    
    
    $
    36,294Earnings from continuing operations
    
    
    462
    
    
    
    474
    
    
    
    556
    
    
    
    866
    
    
    
    487Net earnings
    
    
    446
    
    
    
    444
    
    
    
    556
    
    
    
    485
    
    
    
    501Net earnings as a percent to sales
    
    
    1.11
    %
    
    
    1.11
    %
    
    
    1.59
    %
    
    
    1.38
    %
    
    
    1.38
    %Common Stock Data:Earnings per share from continuing operations:Basic
    
    $
    1.25
    
    
    $
    1.28
    
    
    $
    1.51
    
    
    $
    2.18
    
    
    $
    1.20Diluted
    
    
    1.24
    
    
    
    1.27
    
    
    
    1.51
    
    
    
    2.17
    
    
    
    1.19Net earnings per share:Basic
    
    $
    1.21
    
    
    $
    1.20
    
    
    $
    1.51
    
    
    $
    1.22
    
    
    $
    1.23Diluted
    
    
    1.20
    
    
    
    1.19
    
    
    
    1.51
    
    
    
    1.22
    
    
    
    1.23Cash dividends per share
    
    
    0.76
    
    
    
    0.76
    
    
    
    0.76
    
    
    
    0.76
    
    
    
    0.76Financial Position:Total assets
    
    $
    17,871
    
    
    $
    18,311
    
    
    $
    15,666
    
    
    $
    15,477
    
    
    $
    16,323Long-term debt and capitalized lease obligations
    
    
    6,278
    
    
    
    6,649
    
    
    
    4,804
    
    
    
    5,257
    
    
    
    5,336Other Year End Statistic:Number of stores
    
    
    2,471
    
    
    
    2,503
    
    
    
    2,305
    
    
    
    2,287
    
    
    
    2,421
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Managements Overview
    15




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##### Table of Contents



Aggressive Cost and Process Control
 Maximize Return on Invested Capital
 
    
    In 2003, the Company closed 61 underperforming stores.
    
    In 2004, the Company exited two underperforming markets resulting in the sale or closure
of 28 stores and three non-operating properties, and implemented a new organizational
structure in its Intermountain West and Dallas/Ft. Worth Divisions intended to eliminate
layers of management and streamline operations. More importantly, however, the Company began
an intense focus on format differentiation in 2004 and made investments in Bristol Farms, a
premier fresh and specialty retailer in Southern California, and Extreme Inc., an operator
of price impact stores in and around Dallas, Texas; Baton Rouge, Louisiana; Salt Lake City,
Utah and various cities in Florida.
    
    In 2005, the Company exited one underperforming market resulting in the sale of seven
stores and sold a distribution facility in San Leandro, California.
 Customer-focused Approach to Growth
 
    
    Targeted investments in Southern California to enhance customer loyalty and increase
profitability.
    
    Continuation of the Check the Price program launched in September 2004, under which the
Company has lowered everyday prices on selected products.
    
    Increasing Our Own Brands product penetration through continued introductions in essensia,
the Companys premium line, equaline, the Companys new brand for health and beauty
products, HomeLife, the Companys new line of general merchandise products and the
Companys other banner product lines.
    
    Continued rollout of the new Renaissance drug store format, which provides an expanded
product selection in several key categories and an enhanced shopping experience with the
revitalized look and feel of the store compared to a traditional drugstore.
 Company-wide Focus on Technology
 Energized Associates
 16




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##### Table of Contents



Significant Events
 Definitive Agreement to Sell Company
  Early Payment Discounts
  Sale of San Leandro, California Distribution Facility
  Shaws
Acquisition
  17




---



##### Table of Contents



Bristol Farms Acquisition
  Impact of Hurricanes on Operations
  Southern California Labor Dispute
   Subsequent Event
   18




---



##### Table of Contents



Results of Operations
  Percentage ChangePercent To Sales
    
    
    Of Dollar Amounts2005
    
    
    2004
    
    
    2003
    
    
    2005 vs. 2004
    
    
    2004 vs. 2003Sales
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    1.38
    %
    
    
    13.68
    %Gross profit
    
    
    28.05
    
    
    
    28.04
    
    
    
    28.62
    
    
    
    1.42
    
    
    
    11.37Selling, general and administrative expenses
    
    
    24.98
    
    
    
    24.98
    
    
    
    24.88
    
    
    
    1.38
    
    
    
    14.13Restructuring credits
    
    
    
    
    
    
    0.02
    
    
    
    0.03
    
    
    
    n.m.
    
    
    
    (5.29
    )Interest, net
    
    
    1.31
    
    
    
    1.25
    
    
    
    1.17
    
    
    
    5.96
    
    
    
    22.01Earnings from continuing operations before
income taxes
    
    
    1.77
    
    
    
    1.83
    
    
    
    2.59
    
    
    
    (1.89
    )
    
    
    (19.69
    )Earnings from continuing operations
    
    
    1.14
    
    
    
    1.19
    
    
    
    1.59
    
    
    
    (2.46
    )
    
    
    (14.83
    )Loss from discontinued operations
    
    
    (0.04
    )
    
    
    (0.07
    )
    
    
    
    
    
    
    46.43
    
    
    
    n.m.Net earnings
    
    
    1.11
    
    
    
    1.11
    
    
    
    1.59
    
    
    
    
    
    
    
    (20.18
    )
 
 n.m. - not meaningful Fiscal Year 2005 Compared to Fiscal Year 2004
       19




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Fiscal Year 2004 Compared to Fiscal Year 2003
      20




---



##### Table of Contents



Discontinued Operations and Restructuring Activities
  21




---



##### Table of Contents



Discontinued Operations
      2005
    
    
    2004
    
    
    2003Sales
    
    $
    39
    
    
    $
    242
    
    
    $
    417Loss from operations
    
    $
    (5
    )
    
    $
    (3
    )
    
    $
    Net impairment charges and lease accruals
    
    
    (6
    )
    
    
    (63
    )
    
    
    (Loss) gain on disposal
    
    
    (15
    )
    
    
    18
    
    
    
    Income tax benefit
    
    
    10
    
    
    
    18
    
    
    
    Loss from discontinued operations
    
    $
    (16
    )
    
    $
    (30
    )
    
    $
    
 Restructuring Activities
  22




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##### Table of Contents



Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceFebruary 3,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 2,2005
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20062004 Discontinued Operations
    
    $
    2
    
    
    $
    
    
    
    $
    (1
    )
    
    $
    1
    
    
    $
    22002 Discontinued Operations
    
    
    6
    
    
    
    
    
    
    
    (3
    )
    
    
    7
    
    
    
    102001 Restructuring Activities
    
    
    12
    
    
    
    
    
    
    
    (6
    )
    
    
    2
    
    
    
    8Closed Stores
    
    
    22
    
    
    
    4
    
    
    
    (13
    )
    
    
    2
    
    
    
    15$
    42
    
    
    $
    4
    
    
    $
    (23
    )
    
    $
    12
    
    
    $
    35
 Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceJanuary 29,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 3,2004
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20052004 Discontinued Operations
    
    $
    
    
    
    $
    8
    
    
    $
    (7
    )
    
    $
    1
    
    
    $
    22002 Discontinued Operations
    
    
    8
    
    
    
    
    
    
    
    (3
    )
    
    
    1
    
    
    
    62001 Restructuring Activities
    
    
    19
    
    
    
    
    
    
    
    (5
    )
    
    
    (2
    )
    
    
    12Closed Stores
    
    
    20
    
    
    
    7
    
    
    
    (7
    )
    
    
    2
    
    
    
    22$
    47
    
    
    $
    15
    
    
    $
    (22
    )
    
    $
    2
    
    
    $
    42
 Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceJanuary 30,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    January 29,2003
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20042002 Discontinued Operations
    
    $
    11
    
    
    $
    
    
    
    $
    (4
    )
    
    $
    1
    
    
    $
    82001 Restructuring Activities
    
    
    28
    
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    19Closed Stores
    
    
    30
    
    
    
    5
    
    
    
    (9
    )
    
    
    (6
    )
    
    
    20$
    69
    
    
    $
    5
    
    
    $
    (22
    )
    
    $
    (5
    )
    
    $
    47
 Liquidity and Capital Resources
     23




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24




---



##### Table of Contents



S & P
    
    Moodys
    
    FitchLong-term debt
    
    BBB-
    
    Baa3
    
    BBBShort-term debt
    

    A3

    

    P3

    

    F2
  Contractual Obligations, Commercial Commitments and Guarantees
 Contractual Obligations
  Contractual Obligation
    
    Payments Due By Period2011 andTotal
    
    
    2006
    
    
    2007 - 2008
    
    
    2009 - 2010
    
    
    ThereafterLong-term debt, including current portion(1)
    
    $
    5,450
    
    
    $
    28
    
    
    $
    95
    
    
    $
    1,860
    
    
    $
    3,467Interest on long-term debt (2)
    
    
    4,501
    
    
    
    365
    
    
    
    689
    
    
    
    633
    
    
    
    2,814Capital lease obligations
    
    
    2,037
    
    
    
    116
    
    
    
    232
    
    
    
    232
    
    
    
    1,457Operating leases (3)
    
    
    4,856
    
    
    
    385
    
    
    
    731
    
    
    
    647
    
    
    
    3,093Purchase obligations (4)Utilities (5)
    
    
    137
    
    
    
    136
    
    
    
    1
    
    
    
    
    
    
    
    Contracts for purchase of property and
construction of buildings
    
    
    258
    
    
    
    258
    
    
    
    
    
    
    
    
    
    
    
    Supply and transportation contracts
    
    
    2,701
    
    
    
    783
    
    
    
    1,344
    
    
    
    574
    
    
    
    OtherSelf-insurance liability
    
    
    967
    
    
    
    274
    
    
    
    367
    
    
    
    155
    
    
    
    171Compensation and benefits
    
    
    569
    
    
    
    58
    
    
    
    74
    
    
    
    56
    
    
    
    381Other long-term liabilities
    
    
    28
    
    
    
    2
    
    
    
    3
    
    
    
    3
    
    
    
    20Total contractual cash obligations
    
    $
    21,504
    
    
    $
    2,405
    
    
    $
    3,536
    
    
    $
    4,160
    
    
    $
    11,403
 
 (1)
    
    The Company has medium-term notes and debentures that contain put options that would
require the Company to repay borrowed amounts prior to maturity. Medium-term notes of $30 and
$50 mature in July 2027 and April 2028, respectively, and have put options exercisable in July
2007 and April 2008, respectively. Debentures in the amount of $200 mature in May 2037 and
have put options exercisable in May 2009. For the purpose of the table above, payments of
these obligations are assumed to occur at maturity.(2)
    
    Amounts include contractual interest payments applicable to the Companys debt instruments at
February 2, 2006.(3)
    
    Represents the minimum rents payable under operating leases, including those associated with
closed stores accrued for under the Companys restructuring and closed store reserves. Amounts
are offset by expected sublease income.(4)
    
    In addition to the contracts noted in this table, the Company enters into
additional supply contracts to
purchase products for resale in the ordinary course of business.
These contracts cover a broad spectrum of products and sometimes
include volume commitments and specific merchandising obligations in
exchange for vendor allowances. Although there are a significant
number of these contracts, they are generally cancelable upon return
of any unearned allowances and therefore no amounts have been
included in the table above.(5)
    
    The Company has entered into supply contracts to purchase specified quantities of electricity
and natural gas that have terms through 2007. The amounts included in the table reflect
projected purchases based on historical usage and contracted rates.
 25




---



##### Table of Contents



Commercial Commitments
  Guarantees
    Off-Balance Sheet Arrangements
  Capital Expenditures
  2005
    
    
    2004
    
    
    2003New and acquired stores
    
    $
    333
    
    
    $
    491
    
    
    $
    371Remodels
    
    
    207
    
    
    
    213
    
    
    
    345Retail replacement equipment, technology and other
    
    
    297
    
    
    
    409
    
    
    
    387Distribution facilities and equipment
    
    
    65
    
    
    
    48
    
    
    
    53Total capital expenditures
    
    $
    902
    
    
    $
    1,161
    
    
    $
    1,156
 26




---



##### Table of Contents



Related Party Transactions
  Insurance Contingencies
  Environmental
  Pension Plan / Health and Welfare Plan Contingencies
    27




---



##### Table of Contents



Critical Accounting Policies
   Vendor Funds
   Long-Lived Asset Impairments
   28




---



##### Table of Contents



Goodwill
  Self-Insurance
   Legal Contingencies
  Pension Costs
   29




---



##### Table of Contents



Recently Issued and Adopted Accounting Standards
       30




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
     2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    Total
    
    
    Fair ValueFixed rate debt obligations
    
    $
    28
    
    
    $
    16
    
    
    $
    79
    
    
    $
    1,574
    
    
    $
    286
    
    
    $
    3,467
    
    
    $
    5,450
    
    
    $
    5,225Weighted average interest rate
    
    
    5.5
    %
    
    
    6.4
    %
    
    
    6.3
    %
    
    
    4.6
    %
    
    
    8.4
    %
    
    
    7.6
    %
    
    
    6.7
    %
 31




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
 Albertsons, Inc.
Index to Consolidated Financial Statements
 PageNumberManagements Annual Report on Internal Control Over Financial Reporting
    
    
    33Report of Independent Registered Public Accounting Firm on Managements Annual Report on Internal Control Over Financial Reporting
    
    
    34Report of Independent Registered Public Accounting Firm
    
    
    35Consolidated Earnings Statements for the fiscal years ended February 2, 2006, February 3, 2005 and January 29, 2004
    
    
    36Consolidated Balance Sheets as of February 2, 2006 and February 3, 2005
    
    
    37Consolidated Cash Flow Statements for the fiscal years ended February 2, 2006, February 3, 2005 and January 29, 2004
    
    
    38Consolidated Stockholders Equity Statements for the fiscal years ended February 2, 2006, February 3, 2005 and January 29, 2004
    
    
    39Notes to Consolidated Financial Statements
    
    
    40
 32




---



##### Table of Contents



Managements Annual Report on Internal Control Over Financial Reporting
       Internal Control -
Integrated Framework
   33




---



##### Table of Contents



Internal Control-Integrated Framework
    Internal Control-Integrated Framework Internal Control-Integrated Framework
  
 34




---



##### Table of Contents



Internal Control-Integrated Framework
 
 35




---



##### Table of Contents



ALBERTSONS, INC.
 
 CONSOLIDATED EARNINGS STATEMENTS
 For the 52 weeks ended February 2, 2006 and the53 weeks ended February 3, 2005 and 52 weeks ended January 29, 2004
    
    February 2,
    
    
    February 3,
    
    
    January 29,(In millions, except per share data)
    
    2006
    
    
    2005
    
    
    2004Sales
    
    $
    40,358
    
    
    $
    39,810
    
    
    $
    35,019Cost of sales
    
    
    29,038
    
    
    
    28,648
    
    
    
    24,997Gross profit
    
    
    11,320
    
    
    
    11,162
    
    
    
    10,022Selling, general and administrative expenses
    
    
    10,082
    
    
    
    9,946
    
    
    
    8,714Restructuring credits
    
    
    
    
    
    
    (10
    )
    
    
    (10
    )Operating profit
    
    
    1,238
    
    
    
    1,226
    
    
    
    1,318Other expenses (income):Interest, net
    
    
    529
    
    
    
    499
    
    
    
    409Other, net
    
    
    (5
    )
    
    
    (1
    )
    
    
    3Earnings from continuing operations before income taxes
    
    
    714
    
    
    
    728
    
    
    
    906Income tax expense
    
    
    252
    
    
    
    254
    
    
    
    350Earnings from continuing operations
    
    
    462
    
    
    
    474
    
    
    
    556Loss from discontinued operations, net of tax benefit of $10 and $18
    
    
    (16
    )
    
    
    (30
    )
    
    
    Net earnings
    
    $
    446
    
    
    $
    444
    
    
    $
    556Earnings (loss) per share:BasicContinuing operations
    
    $
    1.25
    
    
    $
    1.28
    
    
    $
    1.51Discontinued operations
    
    
    (0.04
    )
    
    
    (0.08
    )
    
    
    Net earnings
    
    
    1.21
    
    
    
    1.20
    
    
    
    1.51DilutedContinuing operations
    
    $
    1.24
    
    
    $
    1.27
    
    
    $
    1.51Discontinued operations
    
    
    (0.04
    )
    
    
    (0.08
    )
    
    
    Net earnings
    
    
    1.20
    
    
    
    1.19
    
    
    
    1.51Weighted average common shares outstanding:Basic
    
    
    370
    
    
    
    369
    
    
    
    368Diluted
    
    
    372
    
    
    
    372
    
    
    
    368
  36




---



##### Table of Contents



ALBERTSONS, INC.
 
 CONSOLIDATED BALANCE SHEETS
 February 2,
    
    
    February 3,(In millions, except par value data)
    
    2006
    
    
    2005ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    406
    
    
    $
    273Accounts and notes receivable, net
    
    
    723
    
    
    
    675Inventories,
net
    
    
    3,036
    
    
    
    3,119Assets held for sale
    
    
    22
    
    
    
    43Prepaid and other
    
    
    168
    
    
    
    185Total Current Assets
    
    
    4,355
    
    
    
    4,295Land, buildings and equipment, net
    
    
    9,903
    
    
    
    10,472Goodwill
    
    
    2,269
    
    
    
    2,284Intangibles, net
    
    
    844
    
    
    
    868Other assets
    
    
    500
    
    
    
    392Total Assets
    
    $
    17,871
    
    
    $
    18,311LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable and accrued liabilities
    
    $
    2,203
    
    
    $
    2,250Salaries and related liabilities
    
    
    743
    
    
    
    739Self-insurance liabilities
    
    
    276
    
    
    
    263Current maturities of long-term debt and capital lease obligations
    
    
    51
    
    
    
    238Other current liabilities
    
    
    607
    
    
    
    595Total Current Liabilities
    
    
    3,880
    
    
    
    4,085Long-term debt
    
    
    5,422
    
    
    
    5,792Capital lease obligations
    
    
    856
    
    
    
    857Self-insurance liabilities
    
    
    691
    
    
    
    632Other long-term liabilities and deferred credits
    
    
    1,315
    
    
    
    1,524Commitments and contingenciesStockholders 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
- 370 shares and 368 shares, respectively
    
    
    370
    
    
    
    368Capital in excess of par
    
    
    122
    
    
    
    66Accumulated other comprehensive loss
    
    
    (83
    )
    
    
    (145
    )Retained earnings
    
    
    5,298
    
    
    
    5,132Total Stockholders Equity
    
    
    5,707
    
    
    
    5,421Total Liabilities and Stockholders Equity
    
    $
    17,871
    
    
    $
    18,311
  37




---



##### Table of Contents



ALBERTSONS, INC.
 
 CONSOLIDATED CASH FLOW STATEMENTS
 For the 52 weeks ended February 2, 2006 and the53 weeks ended February 3, 2005 and 52 weeks ended January 29, 2004
    
    February 2,
    
    
    February 3,
    
    
    January 29,(In millions)
    
    2006
    
    
    2005
    
    
    2004Cash Flows From Operating Activities:Net earnings
    
    $
    446
    
    
    $
    444
    
    
    $
    556Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization
    
    
    1,152
    
    
    
    1,101
    
    
    
    969Net deferred income taxes
    
    
    (95
    )
    
    
    103
    
    
    
    147Other noncash charges
    
    
    43
    
    
    
    44
    
    
    
    48Stock-based compensation
    
    
    27
    
    
    
    19
    
    
    
    25Gain on curtailment of postretirement benefits
    
    
    
    
    
    
    
    
    
    
    (36
    )Net gain on asset sales
    
    
    (133
    )
    
    
    (48
    )
    
    
    (24
    )Restructuring credits
    
    
    
    
    
    
    (9
    )
    
    
    (8
    )Discontinued operations noncash charges
    
    
    23
    
    
    
    71
    
    
    
    Changes in operating assets and liabilities, net of the effects of acquisitions:Receivables and prepaid expenses
    
    
    (35
    )
    
    
    159
    
    
    
    (38
    )Inventories
    
    
    90
    
    
    
    204
    
    
    
    (62
    )Accounts payable and accrued liabilities
    
    
    (27
    )
    
    
    (48
    )
    
    
    (236
    )Other current liabilities
    
    
    43
    
    
    
    24
    
    
    
    29Self-insurance
    
    
    72
    
    
    
    111
    
    
    
    120Unearned income
    
    
    (92
    )
    
    
    10
    
    
    
    25Other long-term liabilities
    
    
    31
    
    
    
    (71
    )
    
    
    11Net cash provided by operating activities
    
    
    1,545
    
    
    
    2,114
    
    
    
    1,526Cash Flows From Investing Activities:Business acquisitions, net of cash acquired
    
    
    (22
    )
    
    
    (2,214
    )
    
    
    Capital expenditures
    
    
    (860
    )
    
    
    (1,050
    )
    
    
    (1,094
    )Proceeds from disposal of land, buildings and equipment
    
    
    242
    
    
    
    137
    
    
    
    72Proceeds from disposal of assets held for sale
    
    
    122
    
    
    
    95
    
    
    
    119Refundable tax deposit
    
    
    (81
    )
    
    
    
    
    
    
    Other
    
    
    (5
    )
    
    
    (36
    )
    
    
    2Net cash used in investing activities
    
    
    (604
    )
    
    
    (3,068
    )
    
    
    (901
    )Cash Flows From Financing Activities:Proceeds from mandatory convertible security
    
    
    
    
    
    
    1,150
    
    
    
    Dividends paid
    
    
    (280
    )
    
    
    (279
    )
    
    
    (279
    )Payments on long-term borrowings
    
    
    (242
    )
    
    
    (532
    )
    
    
    (120
    )Stock purchases and retirements
    
    
    
    
    
    
    
    
    
    
    (108
    )Mandatory convertible security financing costs
    
    
    
    
    
    
    (33
    )
    
    
    Proceeds from long-term borrowings
    
    
    37
    
    
    
    
    
    
    
    9Proceeds from stock options exercised
    
    
    26
    
    
    
    11
    
    
    
    6Net commercial paper activity
    
    
    (349
    )
    
    
    349
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (808
    )
    
    
    666
    
    
    
    (492
    )Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    133
    
    
    
    (288
    )
    
    
    133Cash and Cash Equivalents at Beginning of Year
    
    
    273
    
    
    
    561
    
    
    
    428Cash and Cash Equivalents at End of Year
    
    $
    406
    
    
    $
    273
    
    
    $
    561Supplemental Cash Flow Information:Cash payments for income taxes, net of refunds
    
    $
    287
    
    
    $
    15
    
    
    $
    231Cash payments for interest, net of amounts capitalized
    
    
    515
    
    
    
    509
    
    
    
    401Noncash investing and financing activities:Capitalized lease obligations incurred
    
    
    42
    
    
    
    111
    
    
    
    62
  38




---



##### Table of Contents



ALBERTSONS, INC.
 
 CONSOLIDATED STOCKHOLDERS EQUITY STATEMENTS
 Common
    
    
    Capital
    
    
    AccumulatedStock
    
    
    In Excess
    
    
    Other
    
    
    
    
    
    
    Total$1.00 Par
    
    
    Of Par
    
    
    Comprehensive
    
    
    Retained
    
    
    Stockholders
    
    
    Comprehensive(Dollars in millions)
    
    Value
    
    
    Value
    
    
    Loss
    
    
    Earnings
    
    
    Equity
    
    
    IncomeBalance at January 30, 2003
    
    $
    372
    
    
    $
    128
    
    
    
    $    (96
    )
    
    $
    4,793
    
    
    $
    5,197Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    556
    
    
    
    556
    
    
    $
    556Exercise of stock options, including tax benefits
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    Stock purchases and retirements - 5,314,700 shares
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    (103
    )
    
    
    (108
    )
    
    
    Deferred stock unit plan
    
    
    1
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    Directors stock plan
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (279
    )
    
    
    (279
    )
    
    
    Minimum pension liability adjustment (net of tax of $8)
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    (13
    )
    
    
    (13
    )Balance at January 29, 2004
    
    $
    368
    
    
    $
    155
    
    
    
    $    (109
    )
    
    $
    4,967
    
    
    $
    5,381
    
    
    $
    543Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    444
    
    
    
    444
    
    
    $
    444Exercise of stock options, including tax benefits
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    Deferred stock unit plan
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    Directors stock plan
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (279
    )
    
    
    (279
    )
    
    
    Minimum pension liability adjustment (net of tax of $21)
    
    
    
    
    
    
    
    
    
    
    (36
    )
    
    
    
    
    
    
    (36
    )
    
    
    (36
    )Forward purchase liability
    
    
    
    
    
    
    (114
    )
    
    
    
    
    
    
    
    
    
    
    (114
    )
    
    
    Deferred tax adjustment related to stock options
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    Balance at February 3, 2005
    
    $
    368
    
    
    $
    66
    
    
    
    $    (145
    )
    
    $
    5,132
    
    
    $
    5,421
    
    
    $
    408Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    446
    
    
    
    446
    
    
    $
    446Exercise of stock options, including tax benefits
    
    
    2
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    Deferred stock unit plan
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    Directors stock plan
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (280
    )
    
    
    (280
    )
    
    
    Minimum pension liability adjustment (net of tax of $40)
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    
    
    
    
    63
    
    
    
    63Amortization of rate lock agreement (net of tax)
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )Balance at February 2, 2006
    
    $
    370
    
    
    $
    122
    
    
    
    $    (83
    )
    
    $
    5,298
    
    
    $
    5,707
    
    
    $
    508
  39




---



##### Table of Contents



ALBERTSONS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1. Business Description and Basis of Presentation
    Definitive Agreement to Sell Company:
 2. Summary of Significant Accounting Policies
 Fiscal Year End:
 Use of Estimates:
 Segment Information:
 Derivatives:
 Cash and Cash Equivalents:
 40




---



##### Table of Contents



Accounts and Notes Receivable:
 February 2,
    
    
    February 3,2006
    
    
    2005Trade and other accounts receivable
    
    $
    720
    
    
    $
    677Current portion of notes receivable
    
    
    21
    
    
    
    17Allowance for doubtful accounts
    
    
    (18
    )
    
    
    (19
    )$
    723
    
    
    $
    675
 Inventories:
  Vendor Fund :
   41




---



##### Table of Contents



Capitalization, Depreciation and Amortization:
   Goodwill:
 Deferred Charges:
 Company-Owned Life Insurance:
 Impairment of Long-Lived Assets and Closed Store Reserves:
  Self-Insurance:
 Deferred Rent:
 42




---



##### Table of Contents



Pension Costs:
  Legal Contingencies:
 Revenue
Recognition:
 Procurement, Distribution and Merchandising Costs:
 Store Opening Costs:
 Advertising:
 Stock-Based Compensation:
 2005
    
    
    2004
    
    
    2003Net Earnings as reported
    
    $
    446
    
    
    $
    444
    
    
    $
    556Add: Stock-based compensation
expense included in reported net
earnings, net of related tax
effects
    
    
    17
    
    
    
    12
    
    
    
    16Deduct: Total stock-based
compensation expense determined
under fair value based method for
all awards, net of related tax
effects
    
    
    (40
    )
    
    
    (39
    )
    
    
    (45
    )Pro Forma Net Earnings
    
    $
    423
    
    
    $
    417
    
    
    $
    527Basic Earnings Per Share:As Reported
    
    $
    1.21
    
    
    $
    1.20
    
    
    $
    1.51Pro Forma
    
    
    1.14
    
    
    
    1.13
    
    
    
    1.43Diluted Earnings Per Share:As Reported
    
    $
    1.20
    
    
    $
    1.19
    
    
    $
    1.51Pro Forma
    
    
    1.14
    
    
    
    1.12
    
    
    
    1.43
 43




---



##### Table of Contents



Income Taxes:
 Comprehensive Income:
 Reclassifications:
  Related Parties:
 3. New and Recently Adopted Accounting Standards
    44




---



##### Table of Contents



45




---



##### Table of Contents



4. Business Acquisitions
 Shaws
    RevisedInitial Purchase
    
    
    Purchase Price
    
    
    Purchase PricePrice Allocation
    
    
    Adjustments
    
    
    AllocationCurrent assets
    
    $
    444
    
    
    $
    42
    
    
    $
    486Land, buildings and equipment
    
    
    1,378
    
    
    
    (20
    )
    
    
    1,358Goodwill
    
    
    840
    
    
    
    (68
    )
    
    
    772Intangible assets
    
    
    766
    
    
    
    (17
    )
    
    
    749Other assets
    
    
    23
    
    
    
    
    
    
    
    23Total assets acquired
    
    
    3,451
    
    
    
    (63
    )
    
    
    3,388Current liabilities
    
    
    417
    
    
    
    7
    
    
    
    424Long-term debt
    
    
    441
    
    
    
    
    
    
    
    441Other liabilities
    
    
    456
    
    
    
    (70
    )
    
    
    386Total liabilities assumed
    
    
    1,314
    
    
    
    (63
    )
    
    
    1,251Net assets acquired
    
    $
    2,137
    
    
    $
    
    
    
    $
    2,137
   46




---



##### Table of Contents



Bristol Farms
   53 weeks ended
    
    
    52 weeks endedFebruary 3,
    
    
    January 29,2005
    
    
    2004Sales
    
    $
    41,044
    
    
    $
    39,724Net earnings
    
    
    468
    
    
    
    658Earnings per share:Basic
    
    $
    1.27
    
    
    $
    1.79Diluted
    
    
    1.26
    
    
    
    1.79
 Lazy Acres Market
  5. Discontinued Operations, Restructuring Activities and Closed Stores
  Discontinued Operations
    47




---



##### Table of Contents



52 Weeks Ended
    
    
    53 Weeks Ended
    
    
    52 Weeks EndedFebruary 2, 2006
    
    
    February 3, 2005
    
    
    January 29, 2004Sales
    
    $
    39
    
    
    $
    242
    
    
    $
    417Loss from operations
    
    $
    (5
    )
    
    $
    (3
    )
    
    $
    Net impairment charges and lease accruals
    
    
    (6
    )
    
    
    (63
    )
    
    
    (Loss) gain on disposal
    
    
    (15
    )
    
    
    18
    
    
    
    Income tax benefit
    
    
    10
    
    
    
    18
    
    
    
    Loss from discontinued operations
    
    $
    (16
    )
    
    $
    (30
    )
    
    $
    
 Restructuring Activities
   Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceFebruary 3,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 2,2005
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20062004 Discontinued Operations
    
    $
    2
    
    
    $
    
    
    
    $
    (1
    )
    
    $
    1
    
    
    $
    22002 Discontinued Operations
    
    
    6
    
    
    
    
    
    
    
    (3
    )
    
    
    7
    
    
    
    102001 Restructuring Activities
    
    
    12
    
    
    
    
    
    
    
    (6
    )
    
    
    2
    
    
    
    8Closed Stores
    
    
    22
    
    
    
    4
    
    
    
    (13
    )
    
    
    2
    
    
    
    15$
    42
    
    
    $
    4
    
    
    $
    (23
    )
    
    $
    12
    
    
    $
    35
 Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceJanuary 29,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 3,2004
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20052004 Discontinued Operations
    
    $
    
    
    
    $
    8
    
    
    $
    (7
    )
    
    $
    1
    
    
    $
    22002 Discontinued Operations
    
    
    8
    
    
    
    
    
    
    
    (3
    )
    
    
    1
    
    
    
    62001 Restructuring Activities
    
    
    19
    
    
    
    
    
    
    
    (5
    )
    
    
    (2
    )
    
    
    12Closed Stores
    
    
    20
    
    
    
    7
    
    
    
    (7
    )
    
    
    2
    
    
    
    22$
    47
    
    
    $
    15
    
    
    $
    (22
    )
    
    $
    2
    
    
    $
    42
 Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceJanuary 30,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    January 29,2003
    
    
    Additions
    
    
    Payments
    
    
    Adjustments
    
    
    20042002 Discontinued Operations
    
    $
    11
    
    
    $
    
    
    
    $
    (4
    )
    
    $
    1
    
    
    $
    82001 Restructuring Activities
    
    
    28
    
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    19Closed Stores
    
    
    30
    
    
    
    5
    
    
    
    (9
    )
    
    
    (6
    )
    
    
    20$
    69
    
    
    $
    5
    
    
    $
    (22
    )
    
    $
    (5
    )
    
    $
    47
  48




---



##### Table of Contents



6. Land, Buildings and Equipment
  February 2,
    
    
    February 3,2006
    
    
    2005Land
    
    $
    1,935
    
    
    $
    2,012Buildings
    
    
    6,180
    
    
    
    6,203Fixtures and equipment
    
    
    6,482
    
    
    
    6,583Leasehold improvements
    
    
    2,499
    
    
    
    2,422Capitalized leases
    
    
    917
    
    
    
    91018,013
    
    
    
    18,130Accumulated depreciation
    
    
    (7,944
    )
    
    
    (7,514
    )Accumulated amortization on capital leases
    
    
    (166
    )
    
    
    (144
    )$
    9,903
    
    
    $
    10,472
  7. Goodwill and Other Intangible Assets
    February 2,
    
    
    February 3,2006
    
    
    2005Amortizing:Favorable acquired operating leases
    
    $
    464
    
    
    $
    500Customer lists and other contracts
    
    
    35
    
    
    
    30Loyalty card and other
    
    
    37
    
    
    
    37536
    
    
    
    567Accumulated amortization
    
    
    (152
    )
    
    
    (158
    )384
    
    
    
    409Non-Amortizing:Trade names
    
    
    422
    
    
    
    420Liquor licenses
    
    
    38
    
    
    
    39460
    
    
    
    459$
    844
    
    
    $
    868
  49




---



##### Table of Contents



8. Indebtedness
  February 2,
    
    
    February 3,2006
    
    
    2005Commercial Paper, average interest rate of 2.6%
    
    $
    
    
    
    $
    3493.75% Senior Notes due May 16, 2009
    
    
    1,150
    
    
    
    1,1508.0% Debentures due May 1, 2031
    
    
    400
    
    
    
    4007.25% Notes due May 1, 2013
    
    
    200
    
    
    
    2007.5% Notes due February 15, 2011
    
    
    700
    
    
    
    7008.35% Notes due May 1, 2010
    
    
    275
    
    
    
    2758.7% Debentures due May 1, 2030
    
    
    225
    
    
    
    2257.45% Debentures due August 1, 2029
    
    
    650
    
    
    
    6506.95% Notes due August 1, 2009
    
    
    350
    
    
    
    350Medium-term Notes, due 2013 through 2028, average interest rate of 6.5%
    
    
    317
    
    
    
    317Medium-term Notes, due 2007 through 2027, average interest rate of 6.8%
    
    
    200
    
    
    
    2007.75% Debentures due June 15, 2026
    
    
    200
    
    
    
    2007.5% Debentures due May 1, 2037
    
    
    200
    
    
    
    2008.0% Debentures due June 1, 2026
    
    
    272
    
    
    
    2727.9% Debentures due May 1, 2017
    
    
    95
    
    
    
    957.4% Notes due May 15, 2005
    
    
    
    
    
    
    200Medium-term Notes, due 2008 through 2028, average interest rate of 6.9%
    
    
    145
    
    
    
    145Industrial revenue bonds, average interest rate of 6.0% and 5.9%, respectively due through
December 15, 2011
    
    
    4
    
    
    
    5Secured Mortgage and other Notes, average interest rate of 6.4% and 5.5%, respectively
due 2006 through 2019
    
    
    67
    
    
    
    735,450
    
    
    
    6,006Current maturities
    
    
    (28
    )
    
    
    (214
    )$
    5,422
    
    
    $
    5,792
  Mandatory Convertible Security Offering
  50




---



##### Table of Contents



51




---



##### Table of Contents



Shelf Registration
  Other Indebtedness
    2005
    
    
    2004
    
    
    2003Long-term debt
    
    $
    427
    
    
    $
    416
    
    
    $
    374Capitalized leases
    
    
    99
    
    
    
    77
    
    
    
    36Capitalized interest
    
    
    (10
    )
    
    
    (11
    )
    
    
    (16
    )Interest expense
    
    
    516
    
    
    
    482
    
    
    
    394Bank service charges, net of interest income
    
    
    13
    
    
    
    17
    
    
    
    15$
    529
    
    
    $
    499
    
    
    $
    409
  9. Capital Stock
   52




---



##### Table of Contents



10. Income Taxes
  February 2,
    
    
    February 3,2006
    
    
    2005Deferred tax assets:Compensation and benefits
    
    $
    339
    
    
    $
    375Self-insurance
    
    
    212
    
    
    
    179Basis in fixed assets
    
    
    194
    
    
    
    189Unearned income
    
    
    30
    
    
    
    53Net operating losses
    
    
    28
    
    
    
    38Intangibles
    
    
    26
    
    
    
    28Other, net
    
    
    78
    
    
    
    68Total deferred tax assets
    
    $
    907
    
    
    $
    930Deferred tax liabilities:Basis in fixed assets and capitalized leases
    
    $
    (741
    )
    
    $
    (670
    )Inventories
    
    
    (161
    )
    
    
    (132
    )Compensation and benefits
    
    
    (26
    )
    
    
    (25
    )Self-insurance
    
    
    (127
    )
    
    
    (129
    )Intangibles
    
    
    (20
    )
    
    
    (239
    )Other, net
    
    
    (40
    )
    
    
    (29
    )Total deferred tax liabilities
    
    
    (1,115
    )
    
    
    (1,224
    )Net deferred tax liabilities
    
    $
    (208
    )
    
    $
    (294
    )
    53




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003Current:Federal
    
    $
    304
    
    
    $
    135
    
    
    $
    159State
    
    
    44
    
    
    
    19
    
    
    
    19348
    
    
    
    154
    
    
    
    178Deferred:Federal
    
    
    (84
    )
    
    
    87
    
    
    
    154State
    
    
    (12
    )
    
    
    13
    
    
    
    18(96
    )
    
    
    100
    
    
    
    172$
    252
    
    
    $
    254
    
    
    $
    350
  2005
    
    
    Percent
    
    
    2004
    
    
    Percent
    
    
    2003
    
    
    PercentTaxes computed at statutory rate
    
    $
    250
    
    
    
    35.0
    
    
    $
    255
    
    
    
    35.0
    
    
    $
    317
    
    
    
    35.0State income taxes net of federal income tax benefit
    
    
    32
    
    
    
    4.4
    
    
    
    32
    
    
    
    4.4
    
    
    
    36
    
    
    
    4.0Audit settlements
    
    
    
    
    
    
    
    
    
    
    (18
    )
    
    
    (2.5
    )
    
    
    
    
    
    
    Adjustment of previously recorded reserves
    
    
    (22
    )
    
    
    (3.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    (8
    )
    
    
    (1.1
    )
    
    
    (15
    )
    
    
    (2.0
    )
    
    
    (3
    )
    
    
    (0.4
    )$
    252
    
    
    
    35.3
    
    
    $
    254
    
    
    
    34.9
    
    
    $
    350
    
    
    
    38.6
  11. Stock Options and Stock Awards
  Deferrable and Deferred Stock Units:
   54




---



##### Table of Contents



Stock Options:
 February 2, 2006
    
    
    February 3, 2005
    
    
    January 29, 2004Shares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at beginning of year
    
    
    38,488
    
    
    $
    28.16
    
    
    
    35,164
    
    
    $
    29.20
    
    
    
    30,245
    
    
    $
    31.41Granted
    
    
    98
    
    
    
    21.63
    
    
    
    7,119
    
    
    
    23.44
    
    
    
    7,169
    
    
    
    20.35Exercised
    
    
    (1,472
    )
    
    
    21.60
    
    
    
    (530
    )
    
    
    21.71
    
    
    
    (295
    )
    
    
    21.72Forfeited
    
    
    (2,719
    )
    
    
    29.82
    
    
    
    (3,265
    )
    
    
    30.06
    
    
    
    (1,955
    )
    
    
    32.14Outstanding at end of year
    
    
    34,395
    
    
    $
    28.30
    
    
    
    38,488
    
    
    $
    28.16
    
    
    
    35,164
    
    
    $
    29.20Options exercisable at end of year
    
    
    22,559
    
    
    $
    31.15
    
    
    
    20,117
    
    
    $
    32.80
    
    
    
    16,626
    
    
    $
    34.08
   Options Outstanding
    
    Options ExercisableShares
    
    
    Remaining
    
    
    Average
    
    
    Shares
    
    
    AverageOption Price Per Share
    
    Outstanding
    
    
    Life
    
    
    Price
    
    
    Exercisable
    
    
    Price$19.10 - $22.52
    
    
    13,142
    
    
    
    6.4
    
    
    $
    21.13
    
    
    
    7,859
    
    
    $
    21.4722.88
-   34.87
    
    
    16,369
    
    
    
    6.2
    
    
    
    28.28
    
    
    
    9,816
    
    
    
    30.7035.00
-   45.94
    
    
    1,540
    
    
    
    0.9
    
    
    
    40.02
    
    
    
    1,540
    
    
    
    40.0247.00
-   51.19
    
    
    3,344
    
    
    
    3.4
    
    
    
    51.13
    
    
    
    3,344
    
    
    
    51.13$19.10 - $51.19
    
    
    34,395
    
    
    
    5.8
    
    
    $
    28.30
    
    
    
    22,559
    
    
    $
    31.15
  2005
    
    
    2004
    
    
    2003Expected life (years)
    
    
    6.0
    
    
    
    5.7
    
    
    
    5.7Risk-free interest rate
    
    
    3.99
    %
    
    
    3.80
    %
    
    
    3.56
    %Volatility
    
    
    37.3
    %
    
    
    37.3
    %
    
    
    39.4
    %Dividend yield
    
    
    3.51
    %
    
    
    3.24
    %
    
    
    3.74
    %
 55




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##### Table of Contents



12. Employee Benefit Plans and Collective Bargaining Agreements
 Employee Benefit Plans:
  Defined Benefit Pension Plans
    
    
    Other Postretirement PlansFebruary 2,
    
    
    February 3,
    
    
    February 2,
    
    
    February 3,2006
    
    
    2005
    
    
    2006
    
    
    2005Change in benefit obligation(1):Benefit obligation at beginning of year
    
    $
    1,234
    
    
    $
    1,074
    
    
    $
    38
    
    
    $
    32Service cost
    
    
    37
    
    
    
    27
    
    
    
    
    
    
    
    Interest cost
    
    
    66
    
    
    
    58
    
    
    
    1
    
    
    
    1Plan participants contributions
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    12Actuarial (gain) loss
    
    
    (41
    )
    
    
    102
    
    
    
    (8
    )
    
    
    9Benefits paid
    
    
    (29
    )
    
    
    (27
    )
    
    
    (15
    )
    
    
    (16
    )Benefit obligation at end of year
    
    
    1,267
    
    
    
    1,234
    
    
    
    28
    
    
    
    38Change in plan assets:Fair value of plan assets at beginning of year
    
    
    893
    
    
    
    758
    
    
    
    
    
    
    
    Actual return on plan assets
    
    
    117
    
    
    
    76
    
    
    
    
    
    
    
    Employer contributions
    
    
    18
    
    
    
    86
    
    
    
    3
    
    
    
    4Plan participants contributions
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    12Benefits paid
    
    
    (29
    )
    
    
    (27
    )
    
    
    (15
    )
    
    
    (16
    )Fair value of plan assets at end of year
    
    
    999
    
    
    
    893
    
    
    
    
    
    
    
    Funded status
    
    
    (268
    )
    
    
    (341
    )
    
    
    (28
    )
    
    
    (38
    )Unrecognized net actuarial loss (gain)
    
    
    209
    
    
    
    319
    
    
    
    (16
    )
    
    
    (9
    )Unrecognized prior service benefit
    
    
    (38
    )
    
    
    (44
    )
    
    
    
    
    
    
    Net amount recognized
    
    $
    (97
    )
    
    $
    (66
    )
    
    $
    (44
    )
    
    $
    (47
    )
 (1)
    
    For the defined benefit pension plans, the benefit obligation is the projected benefit
obligation. For other postretirement benefits, the benefit obligation is the accumulated
postretirement benefit obligation.
  Defined Benefit Pension Plans
    
    
    Other Postretirement BenefitsFebruary 2,
    
    
    February 3,
    
    
    February 2,
    
    
    February 3,2006
    
    
    2005
    
    
    2006
    
    
    2005Accrued benefit liability
    
    $
    (236
    )
    
    $
    (308
    )
    
    $
    (44
    )
    
    $
    (47
    )Accumulated other comprehensive loss, net of taxes
    
    
    85
    
    
    
    148
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    54
    
    
    
    94
    
    
    
    
    
    
    
    Net amount recognized
    
    $
    (97
    )
    
    $
    (66
    )
    
    $
    (44
    )
    
    $
    (47
    )
  Other PostretirementPension Benefits
    
    
    Benefits2006
    
    $
    32
    
    
    $
    42007
    
    
    36
    
    
    
    42008
    
    
    40
    
    
    
    42009
    
    
    45
    
    
    
    32010
    
    
    49
    
    
    
    3Years
2011-2015
    
    
    334
    
    
    
    13
 56




---



##### Table of Contents



Defined Benefit Pension Plans
           Net Periodic Benefit Expense
  2005
    
    
    2004
    
    
    2003Service cost
- benefits earned during the period
    
    $
    37
    
    
    $
    27
    
    
    $
    13Interest cost on projected benefit obligations
    
    
    66
    
    
    
    58
    
    
    
    40Expected return on assets
    
    
    (71
    )
    
    
    (57
    )
    
    
    (32
    )Amortization of prior service benefit
    
    
    (6
    )
    
    
    (6
    )
    
    
    (6
    )Recognized net actuarial loss
    
    
    24
    
    
    
    16
    
    
    
    22Curtailment gain
    
    
    
    
    
    
    
    
    
    
    (7
    )Net periodic benefit expense
    
    $
    50
    
    
    $
    38
    
    
    $
    30
 57




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003Weighted average assumptions used to determine benefit obligations (1):Discount rate
    
    
    5.75
    %
    
    
    5.40-5.45
    %
    
    
    5.80
    %Rate of compensation increase
    
    
    2.98-3.75
    
    
    
    3.00-3.75
    
    
    
    3.45-4.50Weighted average assumptions used to determine net periodic benefit cost
(2):Discount rate
    
    
    5.40-5.45
    
    
    
    5.80-6.15
    
    
    
    6.15Rate of compensation increase
    
    
    2.98-3.75
    
    
    
    3.00-3.75
    
    
    
    3.45-4.50Expected long-term return on plan assets (3)
    
    
    8.00
    
    
    
    8.00
    
    
    
    8.00
 
 (1)
    
    Benefit obligations and the fair value of plan assets are measured as of the Companys
fiscal year-end.(2)
    
    Net periodic benefit expense is measured using weighted average assumptions as of the
beginning of each year.(3)
    
    Expected long-term return on plan assets is estimated by asset class and is generally based
on historical returns, volatilities and risk premiums. Based upon an individual plans asset
allocation, composite return percentiles are developed upon which the plans expected
long-term return is based.
 Contributions
  Plan Assets
  February 2,
    
    
    February 3,2006
    
    
    2005Domestic equity
    
    
    52
    %
    
    
    53
    %Fixed income
    
    
    26
    
    
    
    27International equity
    
    
    18
    
    
    
    16Real estate
    
    
    3
    
    
    
    3Cash equivalents
    
    
    1
    
    
    
    1
  -
    
    Categorical restrictions such as no commodities, no short sales, and no margin purchases;-
    
    Portfolio restrictions that address such things as proxy voting, brokerage arrangements and
restrictions on the purchase of Company securities;-
    
    Asset class restrictions that address such things as single security or sector
concentration, capitalization limits and minimum quality standards; and-
    
    A provision for specific exemptions from the above guidelines upon approval by the
Investment Management Subcommittee.-
    
    Futures and options must be used for hedging purposes only and not for speculative
purposes. Long futures positions may be used in place of cash market securities (e.g.,
treasury futures purchased in place of buying long treasury bonds).
 58




---



##### Table of Contents



Minimum
    
    
    
    
    
    
    MaximumExposure
    
    
    Target
    
    
    ExposureDomestic EquitiesLarge
    
    
    22-40
    %
    
    
    25-50
    %
    
    
    29-60
    %Small
    
    
    5-18
    
    
    
    10-19
    
    
    
    15-22Fixed Income
    
    
    20-32
    
    
    
    25-33
    
    
    
    30-44Non-U.S. Equities
    
    
    8-10
    
    
    
    14-15
    
    
    
    14-20Real Estate
    
    
    0-8
    
    
    
    0-8
    
    
    
    0-9
 Other Postretirement Benefits
   2005
    
    
    2004
    
    
    2003Service cost
    
    $
    
    
    
    $
    
    
    
    $
    2Interest cost
    
    
    1
    
    
    
    1
    
    
    
    4Amortization of unrecognized gain
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Net periodic postretirement benefit cost
    
    $
    
    
    
    $
    1
    
    
    $
    5
     59




---



##### Table of Contents



Defined Contribution Plans
    Post-Employment Benefits
   February 2, 2006
    
    
    February 3, 2005Included with Salaries and related liabilities
    
    $
    33
    
    
    $
    35Included with Other long-term liabilities
    
    
    63
    
    
    
    69$
    96
    
    
    $
    104
 Multi-Employer Plans
   Collective Bargaining Agreements:
 60




---



##### Table of Contents



13. Employment Contracts and Change in Control Agreements
      14. Leases
   February 2,
    
    
    February 3,2006
    
    
    2005Real estate and equipment
    
    $
    917
    
    
    $
    910Accumulated amortization
    
    
    (166
    )
    
    
    (144
    )$
    751
    
    
    $
    766
 61




---



##### Table of Contents



Operating
    
    
    
    
    
    
    CapitalLeases
    
    
    Subleases
    
    
    Leases2006
    
    $
    437
    
    
    $
    (52
    )
    
    $
    1162007
    
    
    425
    
    
    
    (50
    )
    
    
    1172008
    
    
    389
    
    
    
    (33
    )
    
    
    1152009
    
    
    356
    
    
    
    (22
    )
    
    
    1172010
    
    
    330
    
    
    
    (17
    )
    
    
    115Thereafter
    
    
    3,133
    
    
    
    (40
    )
    
    
    1,457Total minimum obligations (receivables)
    
    $
    5,070
    
    
    $
    (214
    )
    
    
    2,037Interest
    
    
    
    
    
    
    
    
    
    
    (1,158
    )Present value of net minimum obligations
    
    
    
    
    
    
    
    
    
    
    879Current portion
    
    
    
    
    
    
    
    
    
    
    (23
    )Long-term obligations at February 2, 2006
    
    
    
    
    
    
    
    
    
    $
    856
  2005
    
    
    2004
    
    
    2003Minimum rent
    
    $
    497
    
    
    $
    469
    
    
    $
    392Contingent rent
    
    
    15
    
    
    
    18
    
    
    
    18512
    
    
    
    487
    
    
    
    410Sublease rent
    
    
    (62
    )
    
    
    (60
    )
    
    
    (45
    )$
    450
    
    
    $
    427
    
    
    $
    365
 15. Financial Instruments
   February 2,
    
    
    February 3,2006
    
    
    2005Fair value
    
    $
    5,225
    
    
    $
    6,767Carrying amount
    
    
    5,450
    
    
    
    6,006
 16. Legal Proceedings
   62




---



##### Table of Contents



63




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##### Table of Contents



17. Commercial Commitments and Guarantees
 Commercial Commitments
  Guarantees
   64




---



##### Table of Contents



18. Computation of Earnings Per Share
 2005
    
    
    2004
    
    
    2003Diluted
    
    
    Basic
    
    
    Diluted
    
    
    Basic
    
    
    Diluted
    
    
    BasicEarnings (loss) from:Continuing operations
    
    $
    462
    
    
    $
    462
    
    
    $
    474
    
    
    $
    474
    
    
    $
    556
    
    
    $
    556Discontinued operations
    
    
    (16
    )
    
    
    (16
    )
    
    
    (30
    )
    
    
    (30
    )
    
    
    
    
    
    
    Net earnings
    
    $
    446
    
    
    $
    446
    
    
    $
    444
    
    
    $
    444
    
    
    $
    556
    
    
    $
    556Weighted average common shares outstanding
    
    
    370
    
    
    
    370
    
    
    
    369
    
    
    
    369
    
    
    
    368
    
    
    
    368Potential common share equivalents
    
    
    2
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    Weighted average shares outstanding
    
    
    372
    
    
    
    
    
    
    
    372
    
    
    
    
    
    
    
    368Earnings (loss) per common share and common share
equivalents:Continuing operations
    
    $
    1.24
    
    
    $
    1.25
    
    
    $
    1.27
    
    
    $
    1.28
    
    
    $
    1.51
    
    
    $
    1.51Discontinued operations
    
    
    (0.04
    )
    
    
    (0.04
    )
    
    
    (0.08
    )
    
    
    (0.08
    )
    
    
    
    
    
    
    Net earnings
    
    
    1.20
    
    
    
    1.21
    
    
    
    1.19
    
    
    
    1.20
    
    
    
    1.51
    
    
    
    1.51Calculation of potential common share equivalents:Potential common shares assumed issued from
exercise of the Corporate Units
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    Options to purchase potential common shares
    
    
    20
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    11Potential common shares assumed purchased with
potential proceeds
    
    
    (18
    )
    
    
    
    
    
    
    (49
    )
    
    
    
    
    
    
    (11
    )Potential common share equivalents
    
    
    2
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    Calculation of potential common shares assumed
purchased with potential proceeds:Potential proceeds from assumed exercise of the
Corporate Units
    
    $
    
    
    
    
    
    
    
    $
    572
    
    
    
    
    
    
    $
    Potential proceeds from exercise of options to
purchase common shares
    
    
    410
    
    
    
    
    
    
    
    605
    
    
    
    
    
    
    
    221Total assumed proceeds from exercise
    
    $
    410
    
    
    
    
    
    
    $
    1,177
    
    
    
    
    
    
    $
    221Common stock price used under treasury stock method
    
    $
    22.23
    
    
    
    
    
    
    $
    23.86
    
    
    
    
    
    
    $
    20.33Potential common shares assumed purchased with
potential proceeds
    
    
    18
    
    
    
    
    
    
    
    49
    
    
    
    
    
    
    
    11
  65




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##### Table of Contents



19. Quarterly Financial Data (Unaudited)
 (Dollars in millions, except per share data)
    
    First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Year2005Sales
    
    $
    9,993
    
    
    $
    10,188
    
    
    $
    9,950
    
    
    $
    10,227
    
    
    $
    40,358Gross profit
    
    
    2,810
    
    
    
    2,856
    
    
    
    2,798
    
    
    
    2,856
    
    
    
    11,320Operating profit
    
    
    293
    
    
    
    303
    
    
    
    254
    
    
    
    388
    
    
    
    1,238Earnings from continuing operations
    
    
    107
    
    
    
    110
    
    
    
    81
    
    
    
    164
    
    
    
    462Loss from discontinued operations
    
    
    (7
    )
    
    
    (3
    )
    
    
    (4
    )
    
    
    (2
    )
    
    
    (16
    )Net earnings
    
    
    100
    
    
    
    107
    
    
    
    77
    
    
    
    162
    
    
    
    446Earnings per
share*:Basic
    
    
    0.27
    
    
    
    0.29
    
    
    
    0.21
    
    
    
    0.44
    
    
    
    1.21Diluted
    
    
    0.27
    
    
    
    0.29
    
    
    
    0.21
    
    
    
    0.43
    
    
    
    1.202004Sales
    
    $
    8,612
    
    
    $
    10,169
    
    
    $
    9,974
    
    
    $
    11,055
    
    
    $
    39,810Gross profit
    
    
    2,428
    
    
    
    2,872
    
    
    
    2,786
    
    
    
    3,076
    
    
    
    11,162Operating profit
    
    
    192
    
    
    
    331
    
    
    
    281
    
    
    
    422
    
    
    
    1,226Earnings from continuing operations
    
    
    56
    
    
    
    125
    
    
    
    107
    
    
    
    186
    
    
    
    474(Loss) earnings from discontinued operations
    
    
    (20
    )
    
    
    (21
    )
    
    
    3
    
    
    
    8
    
    
    
    (30
    )Net earnings
    
    
    36
    
    
    
    104
    
    
    
    110
    
    
    
    194
    
    
    
    444Earnings per
share*:Basic
    
    
    0.10
    
    
    
    0.28
    
    
    
    0.30
    
    
    
    0.53
    
    
    
    1.20Diluted
    
    
    0.10
    
    
    
    0.28
    
    
    
    0.29
    
    
    
    0.52
    
    
    
    1.19
   20. Subsequent Event
   66




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##### Table of Contents



Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
     67




---



##### Table of Contents



Item 9B. Other Information.
   
 
    
    Albertsons, Inc. 2005 Deferred Compensation Plan
 
    
    Albertsons, Inc. 2000 Deferred Compensation Plan
 
    
    Albertsons, Inc. Executive Deferred Compensation Plan
 
    
    Albertsons, Inc. 1990 Deferred Compensation Plan
 
    
    Albertsons, Inc. Senior Executive Deferred Compensation Plan
 
    
    Albertsons, Inc. Executive Pension Makeup Plan
 
    
    Albertsons, Inc. Non-Employee Directors Deferred Compensation Plan
 
    
    American Stores Company Supplemental Executive Retirement Plan
 
    
    ASRE Make-Up Plan
 
    
    Shaws Supermarkets, Inc. Deferred Compensation Plan
 
    
    Shaws Supermarkets, Inc. Supplemental Savings Plan
    68




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##### Table of Contents




 
    
    Albertsons, Inc. 2000 Deferred Compensation Trust
 
    
    Albertsons Inc. Executive Pension MakeUp Trust Agreement (the Executive Pension MakeUp Trust)
 
    
    Albertsons Inc. 1990 Deferred Compensation Trust
 
    
    Albertsons, Inc. Executive Deferred Compensation Trust (the Executive Deferred Compensation Trust)
 
    
    Shaws Supermarkets, Inc. Master Deferred Compensation Trust
 
    
    Shaws Supermarkets, Inc. Supplemental Executive Retirement Plan Trust
   
  69




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##### Table of Contents




 
    
    Albertsons Change of Control Severance Agreement for Executive Vice Presidents
 
    
    Albertsons Change of Control Severance Agreement for Senior Vice Presidents and Group Vice Presidents
 
    
    Albertsons Change of Control Severance Agreement for Vice Presidents
 st
  70




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##### Table of Contents




  71




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
 Executive Officers of the Registrant.
  Directors of the Registrant.
  Age as of
    
    Class / Expiration
    
    
    
    DirectorName
    
    3/31/06
    
    of Current Term
    
    Other Information
    
    SinceA. Gary Ames
    
    
    61
    
    
    Class II / 2006
    
    President and Chief
Executive Officer,
MediaOne
International
(formerly U S West
International), a
telecommunications
company, from 1995
until retirement in
2000. Mr. Ames is a
director of F5
Networks, Inc.,
iPass, Inc.,
Tektronix, Inc. and
Seattle Pacific
University.
    
    
    1988Pamela G. Bailey
    
    
    57
    
    
    Class III / 2007
    
    President and Chief
Executive Officer
of the Cosmetic,
Toiletry and
Fragrance
Association, the
global trade
association for the
personal care
products industry,
since April 2005.
President and Chief
Executive Officer
of AdvaMed, a
worldwide medical
technology trade
association, from
June 1999 to April
2005. Chief
Executive Officer
and President of
The Healthcare
Leadership Council
from 1990 to 1999.
President of the
National Committee
for Quality Health
Care from 1987 to
1997. Ms. Bailey is
a director of
Greatbatch, Inc.
    
    
    1999Teresa Beck
    
    
    51
    
    
    Class III / 2007
    
    President of
American Stores
Company, a food and
drug retailer, from
March 1998 to June
1999 and Chief
Financial Officer
from March 1995 to
March 1998. Ms.
Beck is a director
of ICOS Corp.,
Lexmark
International,
Inc., Questar
Corp., the David
Eccles School of
Business of the
University of Utah,
Intermountain
Health Care, The
Nature Conservancy
and the Nature
Conservancy of
Utah, and a member
of the University
of Utah National
Advisory Council.
    
    
    1999Henry I. Bryant
    
    
    63
    
    
    Class I / 2008
    
    Managing Director
in the Corporate
Finance Unit of
J.P. Morgan & Co.
Incorporated, an
investment banking
firm, from February
1987 until
retirement in
February 1998. Mr.
Bryant is a
director of Alsco
Inc.
    
    
    1999Paul I. Corddry
    
    
    69
    
    
    Class II / 2006
    
    Senior Vice
President, Europe,
of H.J. Heinz
Company, a
worldwide provider
of processed food
products and
services, until
retirement in 1992.
Mr. Corddry is a
director of the
American University
in Cairo, Corcoran
Museum and School
of Art, the Naples
Philharmonic Center
for the Arts and
Swarthmore College.
    
    
    1987Bonnie G. Hill
    
    
    64
    
    
    Class I / 2008
    
    President of B.
Hill Enterprises,
LLC, a consulting
firm specializing
in corporate
governance and
board
organizational and
public policy
issues, since July
2001 and
Co-Founder, Icon
Blue, Incorporated,
a provider of
custom marketing
promotional
solutions.
President and Chief
    
    
    2002
 72




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##### Table of Contents



Age as of
    
    Class / Expiration
    
    
    
    DirectorName
    
    3/31/06
    
    of Current Term
    
    Other Information
    
    SinceExecutive Officer
of The Times Mirror
Foundation, a
philanthropic
foundation, from
1997 to July 2001.
Senior Vice
President,
Communications and
Public Affairs of
the Los Angeles
Times, a news
publication, from
1998 to 2001. Ms.
Hill is a director
of AK Steel Holding
Corp., California
Water Service
Group, The Hershey
Co., The Home
Depot, Inc., Yum!
Brands, Inc.,
Goodwill Industries
of Greater Los
Angeles, Los
Angeles Urban
League, NASD
Investor Education
Foundation and the
Police Assessment
Resource Center.Lawrence R. Johnston
    
    
    57
    
    
    Class I / 2008
    
    Chairman of the
Board of Directors
and Chief Executive
Officer of the
Company since April
2001 and President
since July 2003.
President and Chief
Executive Officer
of GE Appliances, a
maker of major
household
appliances and a
division of General
Electric Company, a
diversified
industrial
corporation, from
November 1999 to
April 2001. Mr.
Johnston is a
director of The
Home Depot, Inc.,
the Food Marketing
Institute and CIES
- The Food Business
Forum.
    
    
    2001Jon C. Madonna
    
    
    62
    
    
    Class II / 2006
    
    Chairman of the
Board of
DigitalThink, Inc.,
an e-commerce
company, from April
2002 through May
2004. Chairman of
the Board and Chief
Executive Officer
of KPMG Peat
Marwick, an
accounting firm,
from 1990 through
1996. Mr. Madonna
is a director of
AT&T Corp., Phelps
Dodge Corp. and
Tidewater, Inc.
    
    
    2003The Board has
determined that Mr.
Madonna, an
independent
director, is an
audit committee
financial expert
as that term is
defined under Item
401(h) of
Regulation S-K.
Shareholders should
understand that
this designation is
a disclosure
requirement of the
SEC related to Mr.
Madonnas
experience and
understanding with
respect to certain
accounting and
auditing matters.
The designation
does not impose
upon Mr. Madonna
any duties,
obligations or
liabilities that are
greater than those
that are generally
imposed on him as a
member of the
Audit/Finance
Committee and the
Board, and his
designation as an
audit committee
financial expert
does not affect the
duties, obligations
or liabilities of any
other member of the
Audit/Finance
Committee or the
Board.Beth M. Pritchard
    
    
    59
    
    
    Class III / 2007
    
    President and Chief
Executive Officer
of Organized
Living,
Incorporated, a
retailer of home
and office storage
and organization
products, from
January 2004 until
May 2005.
Organized Living
filed for Chapter
11 bankruptcy
protection in May
2005. President and
Chief Executive
Officer of Bath &
Body Works,
Incorporated, a
retailer of
personal care
products, from 1993
to January 2003.
Ms. Pritchard is a
director of Borders
Group, Inc., Ecolab
Inc. and the
Columbus
Association for
Performing Arts.
    
    
    2004Beatriz Rivera
    
    
    55
    
    
    Class II / 2006
    
    Member of Energy
Resource
Associates, LLC, an
energy consulting
firm, since January
2003. Cabinet
Secretary of the
Energy, Minerals
and Natural
Resources
Department of the
State of New Mexico
from February 2002
to December 2002.
Member of Energy
Resource
Associates, LLC, a
consulting firm,
from May 1999 to
February 2002. Ms.
Rivera is a member
of the
International
Womens Forum and New
    
    
    1995
 73




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##### Table of Contents



Age as of
    
    Class / Expiration
    
    
    
    DirectorName
    
    3/31/06
    
    of Current Term
    
    Other Information
    
    SinceMexico Womens
Forum. Ms. Rivera
is also a licensed
attorney in
California and New
Mexico.Wayne C. Sales
    
    
    56
    
    
    Class II / 2006
    
    President and Chief
Executive Officer
of Canadian Tire
Corporation,
Limited, an
inter-related
network of
businesses engaged
in retail,
financial services
and petroleum,
since August 2000.
Mr. Sales is a
director of Tim
Hortons Inc.,
Canadian Tire
Corporation, Ltd.
and Ryerson
Universitys School
of Retail
Management.
    
    
    2005Kathi P. Seifert
    
    
    57
    
    
    Class I / 2008
    
    Chairperson of
Pinnacle
Perspectives, LLC,
a personal business
consulting company,
since July 2004.
Executive Vice
President of
Kimberly-Clark
Corporation, a
global health and
hygiene product
manufacturing
company, from
November 1999 until
retirement in June
2004. Ms. Seifert
is a director of
Appleton Papers
Inc., Eli Lilly &
Co., Revlon, Inc.,
the U.S. Fund for
UNICEF and the
Wisconsin
Commission on Arts
Education, Co-Chair
of New North, Inc.,
Chairman of Fox
Cities Performing
Arts Center and a
member of the
Wisconsin
International Trade
Council.
    
    
    2004
   Section 16(a) Beneficial Ownership Reporting Compliance
  74




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##### Table of Contents



Item 11. Executive Compensation.
  Summary Compensation Table
 Long-Term CompensationAwardsRestricted
    
    Securities
    
    All OtherAnnual Compensation
    
    Stock
    
    Underlying
    
    Compen-Other Annual
    
    Awards
    
    Options /
    
    sationName and
    
    Fiscal
    
    Salary (1)
    
    Bonus (1)
    
    Compensation (2)
    
    (3)
    
    SARs
    
    (4)Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    ($)Lawrence R. Johnston
    
    
    2005
    
    
    $
    1,460,575
    
    
    $
    1,357,926
    
    
    $
    225,147
    
    
    $
    13,047,720
    
    
    
    
    
    
    $
    355,230Chairman of the
    
    
    2004
    
    
    
    1,405,386
    
    
    
    300,000
    
    
    
    104,041
    
    
    
    5,752,871
    
    
    
    750,000
    
    
    
    514,689Board, Chief
    
    
    2003
    
    
    
    1,300,000
    
    
    
    1,950,000
    
    
    
    105,335
    
    
    
    5,148,585
    
    
    
    750,000
    
    
    
    365,706Executive
Officer
and PresidentRobert J. Dunst
    
    
    2005
    
    
    
    575,000
    
    
    430,620
    
    
    
    5,209
    
    
    
    3,385,494
    
    
    
    
    
    
    
    79,133Executive Vice
    
    
    2004
    
    
    
    472,019
    
    
    
    67,008
    
    
    
    1,628
    
    
    
    920,459
    
    
    
    40,000
    
    
    
    99,424President,
Technology
    
    
    2003
    
    
    
    385,000
    
    
    
    400,271
    
    
    
    1,265
    
    
    
    934,181
    
    
    
    80,000
    
    
    
    59,533and Supply ChainPaul T. Gannon (5)
    
    
    2005
    
    
    
    658,750
    
    
    280,073
    
    
    
    
    
    
    
    2,556,149
    
    
    
    
    
    
    
    133,878Executive Vice
    
    
    2004
    
    
    
    463,231
    
    
    
    571,890
    
    
    
    
    
    
    
    2,214,127
    
    
    
    115,573
    
    
    
    4,328President, Marketing
and Food OperationsJohn R. Sims
    
    
    2005
    
    
    
    526,923
    
    
    354,058
    
    
    
    7,509
    
    
    
    3,105,003
    
    
    
    
    
    
    
    73,182Executive Vice
    
    
    2004
    
    
    
    501,346
    
    
    
    71,185
    
    
    
    4,689
    
    
    
    575,299
    
    
    
    75,000
    
    
    
    108,706President and General
    
    
    2003
    
    
    
    457,403
    
    
    
    449,653
    
    
    
    
    
    
    
    955,543
    
    
    
    70,000
    
    
    
    51,480CounselFelicia D. Thornton
    
    
    2005
    
    
    
    615,000
    
    
    420,438
    
    
    
    7,769
    
    
    
    3,243,645
    
    
    
    
    
    
    
    85,362Executive Vice
    
    
    2004
    
    
    
    591,289
    
    
    
    83,947
    
    
    
    4,427
    
    
    
    719,118
    
    
    
    31,250
    
    
    
    126,926President and Chief
    
    
    2003
    
    
    
    570,001
    
    
    
    535,522
    
    
    
    
    
    
    
    913,249
    
    
    
    50,000
    
    
    
    72,581Financial Officer
 
 (1)
    
    Includes amounts deferred by certain of the named executive officers pursuant to the
Companys deferred compensation programs. For 2005, bonus for all named individuals includes
amounts paid under the Companys annual bonus plan and Long-Term Incentive Plan (LTIP). The
Management Development/Compensation Committee of the Board of Directors implemented the LTIP in
2005 and at that time adopted three performance cycles. To phase in the program, the initial
performance period (2005) was set for one year and the amounts earned for this one-year period are
included above in the Bonus column. The performance cycle payable in 2006 measures Company
performance over the two-year period of 2005 and 2006 and the performance cycle payable in 2007
measures Company performance over the three-year period of 2005 through 2007. See Long-Term
Incentive Plans  Awards in Last Fiscal Year.(2)
    
    The amounts indicated in fiscal 2005 include, for
Mr. Johnston, $187,985 for the value of
personal use of corporate aircraft. The amounts indicated for fiscal 2004 include, for Mr.
Johnston, $76,832 for the value of personal use of corporate aircraft. The amounts indicated in
fiscal 2003 include, for Mr. Johnston, $70,975 for the value of personal use of corporate aircraft
and $28,267 for financial planning. 75




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##### Table of Contents



(3)
    
    Includes the dollar value (as of the award dates, based on the closing market price of
Albertsons common stock on the award dates) of deferrable restricted stock units and deferred
restricted stock units granted under the Amended and Restated 1995 Stock-Based Incentive Plan and
2004 Equity and Performance Incentive Plan, with cash dividend equivalents paid quarterly. Mr.
Johnston was granted 282,300 deferrable units in January 2006 that vest over four years and 280,952
deferrable units in June 2005 that vest over three years commencing in June 2008. Mr. Johnston was
granted deferrable units in December 2004 and December 2003 that vest over five years. Mr. Dunst
was granted 53,000 deferrable units in January 2006 that vest over four years and 97,143 deferrable
units in June 2005 that vest over three years commencing in June 2008. Mr. Dunst was granted
39,252 deferred units in December 2004 and 27,040 deferred units in December 2003 that vest over five years and
20,052 deferred units in June 2003 that vest over three years commencing in June 2006. Mr. Gannon
was granted 10,000 deferrable units in January 2006 that vest over four years and 109,286
deferrable units in June 2005 that vest over three years commencing in June 2008. Mr. Gannon was
granted 30,666 deferred units in December 2004 that vest over five years, 55,338 deferrable units
in May 2004 that vest over two years and 9,804 deferrable units in May 2004 that vest over five
years. Mr. Sims was granted 50,000 deferrable units in January 2006 that vest over four years and
87,429 deferrable units in June 2005 that vest over three years commencing in June 2008. Mr. Sims
was granted 24,533 deferred units in December 2004 and 23,660
deferred units in December 2003 that vest over five
years and 24,740 deferred units in June 2003 that vest over three years commencing in June 2006.
Ms. Thornton was granted 44,000 deferrable units in January 2006 that vest over four years and
101,190 deferrable units in June 2005 that vest over three years commencing in June 2008. Ms.
Thornton was granted 30,666 deferred units in December 2004 and
16,900 deferred units in December 2003 that vest
over five years and 29,688 deferred units in June 2003 that vest over three years commencing in
June 2006. The number and value of the aggregate restricted stock units held at fiscal year end
(calculated using the closing price of Albertsons common stock on the New York Stock Exchange
composite tape on February 2, 2006) was 1,864,666 shares valued
at $46,914,997 for Mr. Johnston;
269,291 shares valued at $6,775,362 for Mr. Dunst; 198,134 shares valued at $4,985,051 for Mr. Gannon;
255,032 shares valued at $6,416,605 for Mr. Sims; and 303,114 shares valued at $7,626,348 for Ms.
Thornton.(4)
    
    The amounts indicated include, in fiscal 2005, 2004 and 2003, premiums paid by the Company for
term life insurance for Mr. Johnston in the amounts of $19,480 in each year. The amounts indicated
also include, in fiscal 2005, 2004 and 2003, Company contributions under the Albertsons Savings and
Retirement Estates (ASRE) and ASRE Makeup Plan defined contribution plans in the following
amounts: for Mr. Johnston, $309,590, $470,680 and $329,508; for Mr. Dunst, $76,760, $97,255 and
$59,533; for Mr. Gannon, $133,878, $4,328 and not applicable; for Mr. Sims, $71,460, $106,812 and
$50,527; and for Ms. Thornton, $85,362, $126,926 and $72,581. The remaining amounts consist of
interest accrued at above-market rates (as defined by the rules of the SEC) on compensation
deferred pursuant to the Companys nonqualified deferred compensation programs.(5)
    
    Mr. Gannon became an executive officer of Albertsons on September 13, 2004. From April through
September 2004, Mr. Gannon served as President, Shaws Division. The 2004 bonus amount for Mr.
Gannon includes $40,736 awarded under the Albertsons, Inc. Executive Officers Annual Incentive
Compensation Plan for his service as an executive officer of Albertsons during fiscal 2004. The
remaining bonus amount reflects amounts to which Mr. Gannon was entitled as a result of his service
as President, Shaws Division for a portion of fiscal 2004. Options / SAR Grants in Last Fiscal Year
  76




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##### Table of Contents



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
 Number of Securities
    
    Value of UnexercisedUnderlying Unexercised
    
    in-the-MoneyShares
    
    
    
    
    
    Options at Fiscal
    
    Options at FiscalAcquired on
    
    Value
    
    Year-End
    
    Year-EndExercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableName
    
    (#)
    
    ($)
    
    (#)
    
    (#)
    
    ($)
    
    ($)Lawrence R. Johnston
    
    
    
    
    
    
    
    
    
    
    1,172,701
    
    
    
    1,230,679
    
    
    $
    1,711,500
    
    
    $
    3,208,500Robert J. Dunst
    
    
    
    
    
    
    
    
    
    
    147,556
    
    
    
    121,890
    
    
    
    283,000
    
    
    
    363,600Paul T. Gannon
    
    
    
    
    
    
    
    
    
    
    23,114
    
    
    
    92,459
    
    
    
    47,957
    
    
    
    191,834John R. Sims
    
    
    
    
    
    
    
    
    
    
    128,797
    
    
    
    159,199
    
    
    
    256,550
    
    
    
    369,700Felicia D. Thornton
    
    
    
    
    
    
    
    
    
    
    311,658
    
    
    
    138,853
    
    
    
    202,788
    
    
    
    251,650
 Long-Term Incentive Plans  Awards in Last Fiscal Year
 Performanceor other period
    
    
    Estimated future payouts under non-stock price-Number of shares,
    
    
    until
    
    
    based plans (2)units or other
    
    
    maturation or
    
    
    Threshold
    
    
    Target
    
    
    MaximumName
    
    rights ($)
    
    
    payout (1)
    
    
    ($ or #)
    
    
    ($ or #)
    
    
    ($ or #)Lawrence R. Johnston
    
    
    $516,250
    
    
    2 years
    
    
    $0
    
    
    $
    516,250
    
    
    $
    1,032,500$516,250
    
    
    3 years
    
    
    $0
    
    
    $
    516,250
    
    
    $
    1,032,500Robert J. Dunst
    
    
    $150,000
    
    
    2 years
    
    
    $0
    
    
    $
    150,000
    
    
    $
    300,000$150,000
    
    
    3 years
    
    
    $0
    
    
    $
    150,000
    
    
    $
    300,000Paul T. Gannon
    
    
    $168,750
    
    
    2 years
    
    
    $0
    
    
    $
    168,750
    
    
    $
    337,500$168,750
    
    
    3 years
    
    
    $0
    
    
    $
    168,750
    
    
    $
    337,500John R. Sims
    
    
    $135,000
    
    
    2 years
    
    
    $0
    
    
    $
    135,000
    
    
    $
    270,000$135,000
    
    
    3 years
    
    
    $0
    
    
    $
    135,000
    
    
    $
    270,000Felicia D. Thornton
    
    
    $156,250
    
    
    2 years
    
    
    $0
    
    
    $
    156,250
    
    
    $
    312,500$156,250
    
    
    3 years
    
    
    $0
    
    
    $
    156,250
    
    
    $
    312,500
 
 (1)
    
    Under the Companys LTIP, participants are eligible to receive an award, payable in cash,
based on the Companys achievement relative to financial targets. The two-year performance period
awards are potentially payable in 2006 and will be based on fiscal 2005 and fiscal 2006 cumulative
earnings per share (EPS) and average return on invested capital (ROIC) results. The three-year
performance period awards are potentially payable in 2007 and will be based on fiscal 2005 through
fiscal 2007 cumulative EPS and average ROIC results. In each case, the EPS and ROIC targets have
been approved by the Companys Management Development/Compensation Committee.(2)
    
    There is no minimum award. Target bonus is equal to 25% or, in the case of Mr. Johnston, 35%
of the participants annual base salary at the end of the performance period. For purposes of this
disclosure, target is based on participant salaries at February 2, 2006. The maximum award payable
is 200% of the participants target bonus. 77




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##### Table of Contents



Retirement Benefits
  Compensation of Directors
  
    
    $10,000 per quarter in cash as an annual retainer. The final quarterly payment was made
contingent upon the directors attendance at 75% of the total meetings of the Board and
the committees on which he or she served during the year;
    
    an annual award of $80,000 in Albertsons common stock. Each director was provided the
right to choose to receive his or her award in stock, deferred stock equivalents or
options to purchase four shares for every share of stock to which the director would be
entitled on the date of the award; and
    
    $1,500 for each Board and committee meeting attended when his or her attendance was
required.
    Agreements with Named Executive Officers
 Agreement with Lawrence R. Johnston
   78




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##### Table of Contents




    
    within 30 days of the date of his termination, a cash payment equal to three times the
sum of his then current base salary plus the greater of the most recent annual bonus paid
or the most recent target bonus payable;
    
    a cash payment equal to the pro rata portion of the annual bonus payable to Mr. Johnston
for the fiscal year in which the termination occurs;
    
    continued participation in Albertsons welfare benefit plans, fringe benefit plans and
employee perquisites for the three-year period following Mr. Johnstons termination of
employment; provided that Amendment No. 2 provides that these benefits may be satisfied by
the payment to Mr. Johnston of a lump sum payment in lieu of
continuation of benefits or, in the case of health plan coverage, the provision of medical
benefits continuation through insurance coverage obtained on
Mr. Johnstons behalf, instead of under
Albertsons self-insured medical benefits plan;
    
    Mr. Johnstons outstanding unvested options to purchase Albertsons common stock will
vest and all outstanding options held by him will remain exercisable until the earlier of
five years from the date of his termination or the date of expiration of the full stated
term of the option;
    
    Mr. Johnstons restricted stock unit awards that are unvested will vest and become nonforfeitable;
    
    Mr. Johnstons benefits under the Albertsons nonqualified benefit plans will become fully vested; and
    
    gross-up payments in the event that Mr. Johnston is subject to excise taxes under
Section 4999 of the Internal Revenue Code (the Code) as a result of any amounts paid or
distributed to him pursuant to the employment agreement and all other plans and programs of
Albertsons.
  
    
    within 30 days of the date of termination, any earned, but unpaid, base salary; any
earned, but unpaid bonus for any fiscal year that ended prior to the fiscal year in which
termination occurs; and the cash equivalent of any accrued, but unused, vacation;
 79




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
    
    any accrued employee benefits, subject to the terms of the applicable employee benefit
plans; and
    
    the right to require the company to purchase his primary residence in Boise, Idaho for
his initial investment plus the cost of all improvements (with the company bearing any
closing costs) if he is unable, notwithstanding his reasonable efforts, to sell the
residence on his own. Mr. Johnstons reasonable efforts must include the listing of the
residence for at least six months with a qualified real estate broker.
    Agreement with Robert J. Dunst
  Agreement with Felicia D. Thornton
   80




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Agreement with Paul T. Gannon
        81




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Change in Control Agreements
     
    
    within five business days of the executives termination, a lump sum cash payment equal
to three times the sum of (1) the executives annual base salary (at the highest rate in
effect for any period within the three years prior to the executives termination of
employment) and (2) the executives incentive pay (not including amounts received under any
Albertsons equity or long-term incentive compensation plans) calculated by multiplying the
target award percentage under the applicable plan as in effect prior
to the termination by base
salary;
    
    continuation for 36 months following the executives termination of employment of
welfare benefits that are substantially similar to those the
executive was receiving or entitled to receive immediately prior to the executives termination of employment and continuation of COBRA
benefits for an additional 18 months, reduced to the extent that comparable welfare
benefits are actually received by the executive during the continuation period from another
employer. The CIC Amendment provides that these benefits may be satisfied by
the payment of a lump sum payment in lieu of continuation of benefits
or in the case of health plan coverage, the provision of
medical benefits continuation through insurance coverage obtained on
an executives behalf instead of under Albertsons
self-insured medical benefits plan;
    
    active service credit for the 36-month continuation period for purposes of determining
the executives eligibility for retiree medical or life insurance benefits;
    
    outplacement services up to $50,000, which the CIC Amendment
requires be completed by December 31st of the second calendar
year following the calendar year in which the termination date occurs;
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
    
    within five business days of the executives
termination, a lump sum payment for relocation
in an amount set by the CIC Amendment at $100,000, if the executive was relocated while actively employed
(including as a result of initial hire) within five years of the executives termination
date; and
    
    gross-up payments in the event that the executive is subject to excise taxes under
Section 4999 of the Code as a result of any amounts paid or distributed to him or her
pursuant to the change of control severance agreement or otherwise.
    Compensation Committee Interlocks and Insider Participation
  83




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  Shares Beneficially Owned as of March 3, 2006
(unless otherwise indicated below) 1
 Name (and Address for Beneficial
    
    Number of SharesOwners over 5%)
    
    Beneficially Owned
    
    Percent of ClassBrandes Investment Partners, L.P. (2)
    
    47,683,497
    
    12.9%11988 El
Camino Real, Suite 500
San Diego, CA 92130Markus Stiftung (3)
    
    29,152,800
    
    7.9%Timmasper
Weg
2353 Nortorf
Federal Republic of GermanyCapital Research and Management Company (4)
    
    25,050,710
    
    6.8%333 South
Hope Street,
55th
Floor
Los Angeles, CA 90071Hotchkis and Wiley Capital Management, LLC
(5)
    
    24,012,088
    
    6.5%725 S.
Figueroa Street,
39th
Floor
Los Angeles, CA 90017Directors:A. Gary Ames (6)
    
    55,818
    
    *Pamela G. Bailey (6)
    
    42,496
    
    *Teresa Beck (6)
    
    39,071
    
    *Henry I. Bryant (6)
    
    27,548
    
    *Paul I. Corddry (6)
    
    56,129
    
    *Bonnie G. Hill (6)
    
    18,253
    
    *Lawrence R. Johnston (7)
    
    2,330,626
    
    *Jon C. Madonna (6)
    
    11,755
    
    *Beth M. Pritchard (6)
    
    7,361
    
    *Beatriz Rivera (6)
    
    35,477
    
    *Wayne C. Sales (6)
    
    
    
    *Kathi P. Seifert (6)
    
    8,130
    
    *Officers:
    
    
    
    *Robert J. Dunst, Jr. (7)
    
    201,664
    
    *Paul T. Gannon (7)
    
    40,712
    
    *John R. Sims (7)
    
    198,168
    
    *Felicia D. Thornton (7)
    
    396,953
    
    *All directors and current executive officers
as a group(20 individuals) (8)
    
    4,545,606
    
    1.2%
 
 *
    
    Indicates that the percentage of shares beneficially owned does not exceed one percent of the
Companys outstanding common stock.1
    
    Beneficial ownership is determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934. Shares are considered to be beneficially owned if the person has
the sole or shared power to vote or direct the voting 84




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of the securities or the sole or shared power to dispose of or direct the disposition of the
securities. A person is also considered to be the beneficial owner of shares if that person has the
right to acquire beneficial ownership of the shares within 60 days following March 3, 2006.2
    
    Share ownership is as of December 31, 2005 as set forth in an amendment to a
Schedule 13G filed with the SEC on February 14, 2006. According to that filing, Brandes Investment
Partners, L.P., an investment adviser registered under the Investment Advisers Act of 1940, has
shared voting power with respect to 39,909,825 shares, shared dispositive power with respect to
47,683,497 shares and is deemed to be the beneficial owner of the shares, together with its control
persons and its holding company.3
    
    According to a Schedule 13D filed with the SEC on or about January 18, 1990, Mr.
Theo Albrecht is also a beneficial owner of these shares. Mr. Albrechts address is the same as
that of Markus Stiftung.4
    
    Share ownership is as of December 31, 2005 as set forth in an amendment to a
Schedule 13G filed with the SEC on February 14, 2006. According to that filing, Capital Research
and Management Company, an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is deemed to be a beneficial owner of the shares as the result of acting as
investment adviser to various investment companies registered under Section 8 of the Investment
Company Act of 1940. Shares reported by Capital Research and Management Company include 3,360,710
shares it has the right to acquire pursuant to the stock purchase contracts contained in 3,100,000
of the Companys 7.25% corporate units.5
    
    Share ownership is as of December 31, 2005 as set forth in a Schedule 13G filed
with the SEC on February 14, 2006. According to that filing, Hotchkis and Wiley Capital Management,
LLC (HWCM) is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Securities
Exchange Act of 1934 and made the filing in its capacity as an investment adviser. According to
the filing, HWCMs clients have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, such shares. No such account is known to HWCM to
own more than 5% of the shares outstanding.6
    
    Includes, as applicable, the following shares that could have been acquired within
60 days after March 3, 2006 pursuant to stock options awarded under the 1995 Stock Option Plan for
Non-Employee Directors, under the Amended and Restated 1995 Stock-Based Incentive Plan and under
options converted from American Stores Company option plans: 33,364 shares for Mr. Ames; 28,876
shares for Ms. Bailey; 1,512 shares for Mr. Bryant; 45,736 shares for Mr. Corddry; 7,248 shares for
Ms. Hill; and 24,116 shares for Ms. Rivera. Also includes, as applicable, the following shares that
could have been acquired within 60 days after March 3, 2006 pursuant to deferred stock units
awarded under the Amended and Restated 1995 Stock-Based Incentive Plan and 2004 Equity and
Performance Incentive Plan: 7,361 shares for Mr. Ames; 155 shares for Ms. Beck; 11,426 shares for
Mr. Bryant; 393 shares for Mr. Corddry; 10,755 shares for Ms. Hill; 10,755 shares for Mr. Madonna;
7,361 shares for Ms. Pritchard; 7,361 shares for Ms. Rivera; and 3,930 shares for Ms. Seifert.7
    
    Includes, as applicable, the following shares that could have been acquired within
60 days after March 3, 2006 pursuant to stock options awarded under the Amended and Restated 1995
Stock-Based Incentive Plan: 1,302,919 shares for Mr. Johnston; 147,556 shares for Mr. Dunst; 23,114
shares for Mr. Gannon; 147,396 shares for Mr. Sims; and 311,658 shares for Ms. Thornton. Also
includes, as applicable, the following shares that could have been acquired within 60 days after
March 3, 2006 pursuant to deferred and deferrable restricted stock units awarded under the Amended
and Restated 1995 Stock-Based Incentive Plan and the 2004 Equity and Performance Incentive Plan:
728,670 shares for Mr. Johnston; 33,546 shares for Mr. Dunst; 6,133 shares for Mr. Gannon; 34,772
shares for Mr. Sims; and 85,295 shares for Ms. Thornton.8
    
    Includes 1,006,264 shares that could have been acquired within 60 days after March
3, 2006 by executive officers other than those listed individually pursuant to stock options and
deferred and deferrable restricted stock units awarded under the Amended and Restated 1995
Stock-Based Incentive Plan, the 2004 Equity and Performance Incentive Plan and options converted
from American Stores Company option plans. Also includes shares credited to ASRE accounts of
certain of these other executive officers, measured as of fiscal year end. 85




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##### Table of Contents



Equity Compensation Plan Information
  (c)Number of securities(a)
    
    (b)
    
    remaining available forNumber of securities to
    
    Weighted-average
    
    future issuance underbe issued upon exercise
    
    exercise price of
    
    equity compensation plansof outstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan Category
    
    warrants and rights (1)
    
    warrants and rights (2)
    
    reflected in column (a)) (3)Equity compensation
plans approved by
security holders
    
    
    40,617,374
    
    
    $
    28.11
    
    
    
    12,544,101Equity compensation
plans not approved
by security holders
(4)
    
    
    700,433
    
    
    $
    37.18
    
    
    
    Total
    
    
    41,317,807
    
    
    $
    28.30
    
    
    
    12,544,101
 
 1
    
    Includes 6,922,968 deferrable restricted stock units, deferred restricted stock
units and dividend equivalents.2
    
    Does not take into consideration the deferrable restricted stock units, deferred
restricted stock units or dividend equivalents referenced in footnote (1).3
    
    Shares remaining available for future issuance under equity compensation plans
approved by security holders represents the remaining share authorization of the Companys 2004
Equity and Performance Incentive Plan (the 2004 Plan), which authorizes the grant of incentive
stock options, non-qualified stock options, stock appreciation rights, deferred stock, restricted
stock, performance shares, performance units and other securities. The maximum number of shares
that may be issued under the 2004 Plan as awards other than options or stock appreciation rights is
one-quarter of the shares authorized under the 2004 Plan. As of February 2, 2006, 645,461 shares
remained available for grant under 2004 Plan as awards other than options or stock appreciation
rights.4
    
    Represents stock options granted by American Stores Company under three option
plans that were approved by the shareholders of American Stores Company. American Stores Company
was acquired by the Company in 1999. The options were granted during 1997 and 1998 and entitle the
holders to purchase shares of the Companys common stock at prices ranging from $35.7143 to
$39.4841. At fiscal year end, all of the options were exercisable. No additional options may be
granted under the plans that govern these options. 
 Item 13. Certain Relationships and Related Transactions.
  86




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Item 14. Principal Accountant Fees and Services.
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Pre-Approval Policies and Procedures
  
    
    The Chair of the Audit/Finance Committee is contacted to discuss (1) the nature of the
allowed non-prohibited, non-audit service and (2) managements conclusion that Deloitte is
the best firm to provide the service. Management will also provide to the Chair of the
Audit/Finance Committee a copy of a final, unsigned engagement letter from Deloitte for the
service, which will include a description of the services to be performed, a proposed
professional fee for the service, and a statement from Deloitte that, to the best of their
knowledge, the service is allowed under the Sarbanes-Oxley Act.
    
    Following this discussion, the Chair of the Audit/Finance Committee, if he or she
believes it is in the best interest of the Company and its shareholders, will be allowed to
provide approval to management to proceed with the engagement of Deloitte to perform the
service.
    
    The Chair of the Audit/Finance Committee may choose to seek input and counsel from other
members of the Audit/Finance Committee or the Board of Directors when considering
managements recommendation.
    
    At each regularly scheduled meeting of the Companys Audit/Finance Committee, management
will report to the full Audit/Finance Committee the services that Deloitte has performed
since the last meeting, highlighting those services that were approved by the Chair of the
Committee since the last full Audit/ Finance Committee meeting.
    
    At any time the Audit/Finance Committee or Board of Directors may review the allowed
non-audit services that are performed by Deloitte and may direct management to reduce the
scope of the services performed by Deloitte.
 87




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de minimis de minimis de minimis
 
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  1)
    
    Consolidated Financial Statements: See Index to Consolidated Financial Statements at
Item 8 on page 32 of this report.2)
    
    Financial Statement Schedules: No schedules are required.3)
    
    Exhibits are incorporated herein by reference or are filed with this report as set
forth in the Index to Exhibits on pages 91 through 99 hereof.
 88




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##### Table of Contents



Signatures
   By: /s/ Felicia D. Thornton
  89




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##### Table of Contents



/s/ Lawrence R. Johnston
    
    /s/ Felicia D. ThorntonLawrence R. Johnston
    
    Felicia D. Thornton(Chairman
of the Board, Chief
Executive Officer, President and
Director)
    
    (Executive Vice President
and Chief Financial Officer)/s/ Adrian J. Downes
    
    /s/ A. Gary AmesAdrian J. Downes
    
    A. Gary Ames(Group Vice President
and Controller)
    
    (Director)(Principal Accounting Officer)/s/ Pamela G. Bailey
    
    /s/ Teresa BeckPamela G. Bailey
    
    Teresa Beck(Director)
    
    (Director)/s/ Henry I. BryantHenry I. Bryant
    
    Paul I. Corddry(Director)
    
    (Director)/s/ Bonnie G. Hill
    
    /s/ Jon C. MadonnaBonnie G. Hill
    
    Jon C. Madonna(Director)
    
    (Director)/s/ Beth M. Pritchard
    
    /s/ Beatriz RiveraBeth M. Pritchard
    
    Beatriz Rivera(Director)
    
    (Director)/s/ Wayne C. Sales
    
    /s/ Kathi P. SeifertWayne C. Sales
    
    Kathi P. Seifert(Director)
    
    (Director)
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##### Table of Contents



Number
    
    Description2.1
    
    Agreement and Plan of Merger, among Albertsons, Inc., New Aloha Corporation,
New Diamond Sub, Inc., SUPERVALU INC., and Emerald Acquisition Sub, Inc., dated
as of January 22, 2006, is incorporated herein by reference to Exhibit 2.01 of
Form 8-K filed with the SEC on January 24, 2006.2.2
    
    Purchase and Separation Agreement, by and among Albertsons, Inc., New Aloha
Corporation, SUPERVALU INC. and AB Acquisition LLC, dated as of January 22,
2006.2.3
    
    Asset Purchase Agreement, among CVS Corporation, CVS Pharmacy, Inc.,
Albertsons, Inc., SUPERVALU INC., New Aloha Corporation, and the other sellers
thereto, dated as of January 22, 2006, is incorporated herein by reference to
Exhibit 2.03 of Form 8-K filed with the SEC on January 24, 2006.3.1
    
    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 amended on March 15, 2001 and December 5, 2003 is incorporated herein by
reference to Exhibit 3.2 of Form 10-K for the year ended January 29, 2004.4.1
    
    Stockholder Rights Plan Agreement is incorporated herein by reference to Exhibit
1 of Form 8-A Registration Statement filed with the SEC 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 4.1(b) of Amendment to Form 8-A
Registration Statement filed with the SEC 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 3 of Amendment to Form 8-A
Registration Statement filed with the SEC on March 25, 1999.4.1.3
    
    Amendment No. Three to Stockholder Rights Plan Agreement (dated September 26,
2003) is incorporated herein by reference to Exhibit 6 of Amendment to Form 8-A
Registration Statement filed with the SEC on September 30, 2003.4.1.4
    
    Amendment No. Four to Stockholder Rights Plan Agreement (dated January 22, 2006).4.2
    
    Indenture, dated as of May 1, 1992, between Albertsons, Inc. and Morgan
Guaranty Trust Company of New York as Trustee (the 1992 Indenture) is
incorporated herein by reference to Exhibit 4.1 of Form S-3 (Reg. No. 333-41793)
filed with the SEC 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)
 91




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##### Table of Contents



Number
    
    Description4.3.1
    
    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, National Association, as successor trustee, is incorporated herein by
reference to Exhibit 4.3.2 of Form 10-Q for the quarter ended November 3, 2005.4.3.2
    
    Supplement 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, 2005.4.4
    
    Form of Corporate Unit is incorporated herein by reference to Exhibit 4.3 of
Registration Statement on Form S-3/A (Reg. No. 333-113995) filed with the SEC on
April 28, 2004.4.5
    
    Form of Treasury Unit is incorporated herein by reference to Exhibit 4.4 of
Registration Statement on Form S-3/A (Reg. No. 333-113995) filed with the SEC on
April 28, 2004.4.6
    
    Form of Senior Note is incorporated herein by reference to Exhibit 4.5 of
Registration Statement on Form S-3/A (Reg. No. 333-113995) filed with the SEC on
April 28, 2004.4.7
    
    Form of Supplemental Indenture to the 1992 Indenture is incorporated herein by
reference to Exhibit 4.6 of Registration Statement on Form S-3/A (Reg. No.
333-113995) filed with the SEC on April 28, 2004.4.8
    
    Form of Purchase Contract Agreement is incorporated herein by reference to
Exhibit 4.7 of Registration Statement on Form
S-3/A (Reg. No. 333-113995) filed
with the SEC on April 28, 2004.4.9
    
    Form of Pledge Agreement is incorporated herein by reference to Exhibit 4.8 of
Registration Statement on Form S-3/A (Reg. No. 333-113995) filed with the SEC on
April 28, 2004.4.10
    
    Form of Remarketing Agreement is incorporated herein by reference to Exhibit 4.9
of Registration Statement on Form S-3/A (Reg. No. 333-113995) filed with the SEC
on April 28, 2004.10.1
    
    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, 1997.10.1.2
    
    Waiver regarding Kathryn Albertson Stock Agreement (dated May 21, 1997) is
incorporated herein by reference to Exhibit 10.1.2 of Form 10-Q for the quarter
ended May 1, 1997.10.2
    
    Agreement between the Company and Gary G. Michael dated December 22, 2000 is
incorporated herein by reference to Exhibit 10.2 of Form 10-K for the year ended
February 1, 2001.*10.3
    
    Form of Award of Deferred Stock Units is incorporated herein by reference to
Exhibit 10.3 of Form 10-K for the year ended February 1, 2001.*10.4
    
    Employment Agreement between the Company and Lawrence R. Johnston dated April
23, 2001 is incorporated herein by reference to Exhibit 10.4 of Form 8-K filed
on April 26, 2001.*10.4.1
    
    Amendment to Employment Agreement between the Company and Lawrence R. Johnston
dated July 19, 2001 is incorporated herein by reference to Exhibit 10.4.1 of
Form 10-K for the year ended January 31, 2002.*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
 92




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##### Table of Contents



Number
    
    Descriptionby reference to Exhibit 10.6 of Form 10-K for the year ended
February 2, 1989.*10.6.1
    
    Amendment to Executive Deferred Compensation Plan (dated December 4, 1989) is
incorporated herein by reference to Exhibit 10.6.1 of Form 10-Q for the quarter
ended November 2, 1989.*10.6.2
    
    Amendment to Executive Deferred Compensation Plan (dated December 15, 1998) is
incorporated herein by reference to Exhibit 10.6.2 of Form 10-K for the year
ended February 3, 2000.*10.6.3
    
    Amendment to Executive Deferred Compensation Plan (dated March 15, 2001) is
incorporated herein by reference to Exhibit 10.6.3 of Form 10-K for the year
ended February 1, 2001.*10.6.4
    
    Amendment to Executive Deferred Compensation Plan (dated May 1, 2001) is
incorporated herein by reference to Exhibit 10.6.4 of Form 10-K for the year
ended January 30, 2003.*10.7
    
    [Intentionally left blank]10.8
    
    [Intentionally left blank]10.9
    
    Albertsons, Inc. Executive Officers Annual Incentive Compensation Plan is
incorporated herein by reference to Exhibit 10.42 of Form 10-Q for the quarter
ended May 2, 2002.*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.*10.10.1
    
    First Amendment to the 2000 Deferred Compensation Plan (dated May 25, 2001) is
incorporated herein by reference to Exhibit 10.10.1 of Form 10-K for the year
ended January 30, 2003.*10.10.2
    
    Second Amendment to the 2000 Deferred Compensation Plan (dated July 18, 2001) is
incorporated herein by reference to Exhibit 10.10.2 of Form 10-K for the year
ended January 30, 2003.*10.10.3
    
    Third Amendment to the 2000 Deferred Compensation Plan (dated December 31, 2001)
is incorporated herein by reference to Exhibit 10.10.3 of Form 10-K for the year
ended January 30, 2003.*10.10.4
    
    Fourth Amendment to Deferred Compensation Plan (dated December 22, 2003) is
incorporated herein by reference to Exhibit 10.10.4 of Form 10-K for the year
ended January 29, 2004.*10.11
    
    [Intentionally left blank]10.12
    
    Letter Agreement between the Company and Robert J. Dunst, Jr. dated November 16,
2001 is incorporated herein by reference to Exhibit 10.42 to Form 10-Q for the
quarter ended November 1, 2001.*10.13
    
    Executive Pension Makeup Plan (amended and restated February 1, 1989) is
incorporated herein by reference to Exhibit 10.13 of Form 10-K for the year
ended February 2, 1989.*10.13.1
    
    First Amendment to Executive Pension Makeup Plan (dated June 8, 1989) is
incorporated herein by reference to Exhibit 10.13.1 of Form 10-Q for the quarter
ended May 4, 1989.*10.13.2
    
    Second Amendment to Executive Pension Makeup Plan (dated January 12, 1990) is
incorporated herein by reference to Exhibit 10.13.2 of Form 10-K for the year
ended February 1, 1990.*10.13.3
    
    Third Amendment to Executive Pension Makeup Plan (dated January 31, 1990) is
incorporated herein by reference to Exhibit 10.13.3 of Form 10-Q for the quarter
ended August 2, 1990.*10.13.4
    
    Fourth Amendment to Executive Pension Makeup Plan (effective January 1, 1995) is
incorporated herein by reference to Exhibit 10.13.4 of Form 10-K for the year
ended February 2, 1995.*
 93




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##### Table of Contents



Number
    
    Description10.13.5
    
    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.*10.13.7
    
    Amendment to Executive Pension Makeup Plan (dated June 1, 2001) is incorporated
herein by reference to Exhibit 10.13.7 of Form 10-K for the year ended January
30, 2003.*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.*10.14.1
    
    First Amendment to the Executive ASRE Makeup Plan (dated May 25, 2001) is
incorporated herein by reference to Exhibit 10.14.1 of Form 10-K for the year
ended January 30, 2003.*10.14.2
    
    Second Amendment to the Executive ASRE Makeup Plan (dated December 31, 2001) is
incorporated herein by reference to Exhibit 10.14.2 of Form 10-K for the year
ended January 30, 2003.*10.15
    
    Senior Executive Deferred Compensation Plan (amended and restated February 1,
1989) is incorporated herein by reference to Exhibit 10.15 of Form 10-K for the
year ended February 2, 1989.*10.15.1
    
    Amendment to Senior Executive Deferred Compensation Plan (dated December 4,
1989) is incorporated herein by reference to Exhibit 10.15.1 of Form 10-Q for
quarter ended November 2, 1989.*10.15.2
    
    Amendment to Senior Executive Deferred Compensation Plan (dated December 15,
1998) is incorporated herein by reference to Exhibit 10.7.1 of Form 10-K for the
year ended February 3, 2000.*10.15.3
    
    Amendment to Senior Executive Deferred Compensation Plan (dated May 1, 2001) is
incorporated herein by reference to Exhibit 10.15.3 of Form 10-K for the year
ended January 30, 2003.*10.16
    
    [Intentionally left blank]10.17
    
    [Intentionally left blank]10.18
    
    Executive Pension Makeup Trust (dated February 1, 1989) is incorporated herein
by reference to Exhibit 10.18 of Form 10-K for the year ended February 2, 1989.*10.18.1
    
    Amendment to Executive Pension Makeup Trust (dated July 24, 1998) is
incorporated herein by reference to Exhibit 10.18.1 of Form 10-K for the year
ended February 3, 2000.*10.18.2
    
    Amendment to Executive Pension Makeup Trust (dated December 1, 1998) is
incorporated herein by reference to Exhibit 10.18.1 of Form 10-Q for quarter
ended October 29, 1998.*10.18.3
    
    Amendment to Executive Pension Makeup Trust (dated December 1, 1999) is
incorporated herein by reference to Exhibit 10.18.3 of Form 10-K for year ended
February 3, 2000.*10.18.4
    
    Amendment to Executive Pension Makeup Trust (dated March 31, 2000) is
incorporated herein by reference to Exhibit 10.18.4 of Form 10-K for year ended
February 1, 2001.*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.*
 94




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##### Table of Contents



Number
    
    Description10.19.2
    
    Amendment to Executive Deferred Compensation Trust (dated December 1, 1998) is
incorporated herein by reference to Exhibit 10.19.1 of Form 10-Q for quarter
ended October 29, 1998.*10.19.3
    
    Amendment to Executive Deferred Compensation Trust (dated December 1, 1999) is
incorporated herein by reference to Exhibit 10.19.3 of Form 10-K for year ended
February 3, 2000.*10.19.4
    
    Amendment to Executive Deferred Compensation Trust (dated March 31, 2000) is
incorporated herein by reference to Exhibit 10.19.4 of Form 10-K for year ended
February 1, 2001.*10.20
    
    1990 Deferred Compensation Plan is incorporated herein by reference to Exhibit
10.20 of Form 10-K for year ended January 31, 1991.*10.20.1
    
    Amendment to 1990 Deferred Compensation Plan (dated April 12, 1994) is
incorporated herein by reference to Exhibit 10.20.1 of Form 10-Q for the quarter
ended August 4, 1994.*10.20.2
    
    Amendment to 1990 Deferred Compensation Plan (dated November 5, 1997) is
incorporated herein by reference to Exhibit 10.20.2 of Form 10-K for the year
ended January 29, 1998.*10.20.3
    
    Amendment to 1990 Deferred Compensation Plan (dated November 1, 1998) is
incorporated herein by reference to Exhibit 10.20.3 of Form 10-Q for the quarter
ended October 29, 1998.*10.20.4
    
    Termination of 1990 Deferred Compensation Plan (dated December 31, 1999) is
incorporated herein by reference to Exhibit 10.20.4 of Form 10-K for the year
ended January 30, 2003.*10.20.5
    
    Amendment to 1990 Deferred Compensation Plan (dated May 1, 2001) is incorporated
herein by reference to Exhibit 10.20.5 of Form 10-K for the year ended January
30, 2003.*10.20.6
    
    Amendment to 1990 Deferred Compensation Plan (dated December 31, 2001 to be
effective May 1, 2001) is incorporated herein by reference to Exhibit 10.20.6 of
Form 10-K for the year ended January 30, 2003.*10.21
    
    Non-Employee Directors Deferred Compensation Plan is incorporated herein by
reference to Exhibit 10.21 of Form 10-K for the year ended January 31, 1991.*10.21.1
    
    Amendment to Non-Employee Directors Deferred Compensation Plan (dated December
15, 1998) is incorporated herein by reference to Exhibit 10.21.1 of Form 10-K
for year ended February 3, 2000.*10.21.2
    
    Amendment to Non-Employee Directors Deferred Compensation Plan (dated March 15,
2001) is incorporated herein by reference to Exhibit 10.21.2 of Form 10-K for
the year ended February 1, 2001.*10.21.3
    
    Amendment to Non-Employee Directors Deferred Compensation Plan (dated May 1,
2001) is incorporated herein by reference to Exhibit 10.21.3 of Form 10-K for
the year ended January 30, 2003.*10.21.4
    
    Amendment to Non-Employee Directors Deferred Compensation Plan (dated December
22, 2003) is incorporated herein by reference to Exhibit 10.21.4 of Form 10-K
for the year ended January 29, 2004.*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
 95




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##### Table of Contents



Number
    
    Descriptionreference to Exhibit 10.22.3 of Form 10-K for year ended
February 3, 2000.*10.22.4
    
    Amendment to 1990 Deferred Compensation Trust (dated March 31, 2000) is
incorporated herein by reference to Exhibit 10.22.4 of Form 10-K for year ended
February 1, 2001.*10.23
    
    2000 Deferred Compensation Trust (dated January 1, 2000) is incorporated herein
by reference to Exhibit 10.23 of Form 10-K for year ended February 3, 2000.*10.23.1
    
    Amendment to the 2000 Deferred Compensation Trust (dated March 31, 2000) is
incorporated herein by reference to Exhibit 10.23.1 of Form 10-K for year ended
February 1, 2001.*10.24
    
    1995 Stock-Based Incentive Plan (dated May 26, 1995) is incorporated herein by
reference to Exhibit 10.24 of Form 10-Q for the quarter ended May 4, 1995.*10.24.1
    
    Form of 1995 Stock-Based Incentive Plan Stock Option Agreement 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 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 is
incorporated herein by reference to Exhibit 10.25.1 of Form 10-Q for the quarter
ended May 4, 1995.*10.25.2
    
    Amendment to 1995 Stock Option Plan for Non-Employee Directors (dated March 15,
2001) is incorporated herein by reference to Exhibit 10.25.2 of Form 10-K for
the year ended February 1, 2001.*10.26
    
    Amendment to Amended and Restated 1995 Stock-Based Incentive Plan (dated March
15, 2001) is incorporated herein by reference to Exhibit 10.26.1 of Form 10-K
for the year ended February 1, 2001.*10.27
    
    [Intentionally left blank]10.28
    
    [Intentionally left blank]10.29
    
    [Intentionally left blank]10.30
    
    American Stores Company Supplemental Executive Retirement Plan 1998 Restatement
is incorporated herein by reference to Exhibit 4.1 of Form S-8 filed by American
Stores Company (Commission File Number 1-5392) on July 13, 1998.*10.30.1
    
    Amendment to American Stores Company Supplemental Executive Retirement Plan 1998
Restatement, dated as of September 15, 1998, is incorporated herein by reference
to Exhibit 10.4 of Form 10-Q filed by American Stores Company (Commission File
Number 1-5392) on December 11, 1998.*10.31
    
    American Stores Company 1997 Stock Option and Stock Award Plan is incorporated
herein by reference to Exhibit B of the 1997 Proxy Statement filed by American
Stores Company (Commission File Number 1-5392) on May 2, 1997.*10.31.1
    
    Amendment to American Stores Company 1997 Stock Option and Stock Award Plan,
dated as of October 8, 1998, is incorporated herein by reference to Exhibit 10.1
of Form 10-Q filed by American Stores Company (Commission File Number 1-5392) on
December 11, 1998.*10.31.2
    
    Amendment to American Stores Company 1997 Stock Plan for Non-Employee Directors
(dated March 15, 2001) is incorporated by reference to Exhibit 10.31.2 of Form
10-K for the year ended February 1, 2001.*10.32
    
    American Stores Company 1997A Stock Option and Stock Award Plan, dated as of
March 27, 1997, is
 96




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##### Table of Contents



Number
    
    Descriptionincorporated herein by reference to Exhibit 4.11 of the S-8
Registration Statement (Reg. 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 (Reg. No. 333-82157) filed by Albertsons, Inc. on July 2, 1999.*10.35
    
    [Intentionally left blank]10.36
    
    [Intentionally left blank]10.37
    
    [Intentionally left blank]10.38
    
    [Intentionally left blank]10.39
    
    [Intentionally left blank]10.40
    
    Letter Agreement between the Company and Felicia D. Thornton dated August 6,
2001 is incorporated herein by reference to Exhibit 10.40 to Form 10-Q for the
quarter ended August 2, 2001.*10.41
    
    Albertsons Amended and Restated 1995 Stock-Based Incentive Plan is incorporated
herein by reference to Exhibit 10.41 to Form 10-Q for the quarter ended November
1, 2001.*10.41.1
    
    Form of 1995 Amended and Restated Stock-Based Incentive Plan Stock Option
Agreement is incorporated herein by reference to Exhibit 10.41.1 to Form 10-Q
for the quarter ended November 1, 2001.*10.42
    
    Albertsons Severance Plan for Officers, amended and restated as of June 1, 2005,
is incorporated by reference to Exhibit 10.42 of Form 10-Q for the quarter ended
November 3, 2005.*10.43
    
    Albertsons Change of Control Severance Agreement for Chief Operating Officer and
Executive Vice Presidents effective November 1, 2002 is incorporated by
reference to Exhibit 10.43 of Form 10-Q for the quarter ended October 31, 2002.*10.44
    
    Albertsons Change of Control Severance Agreement for Senior Vice Presidents and
Group Vice Presidents effective November 1, 2002 is incorporated by reference to
Exhibit 10.44 of Form 10-Q for the quarter ended October 31, 2002.*10.45
    
    Albertsons Change of Control Severance Agreement for Vice Presidents effective
November 1, 2002 is incorporated by reference to Exhibit 10.45 of Form 10-Q for
the quarter ended October 31, 2002.*10.46
    
    Albertsons Amended and Restated 1995 Stock-Based Incentive Plan as amended
effective December 9, 2002 is incorporated by reference to Exhibit 10.46 of Form
10-Q for the quarter ended October 31, 2002.*10.46.1
    
    Form of Award of Stock Option (Amended and Restated 1995 Stock-Based Plan) is
incorporated by reference to Exhibit 10.46.1 of Form 10-Q for the quarter ended
October 31, 2002.*10.46.2
    
    Form of Award of Deferred Stock Units (Amended and Restated 1995 Stock-Based
Plan) is incorporated by reference to Exhibit 10.46.2 of Form 10-Q for the
quarter ended October 31, 2002.*10.47
    
    Long-term Incentive Plan (effective as of February 1, 2003) is incorporated by
reference to Exhibit 10.47
 97




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##### Table of Contents



Number
    
    Descriptionof Form 10-Q for the quarter ended May 1, 2003.*10.48
    
    Form of Director Indemnification Agreement is incorporated herein by reference
to Exhibit 10.47 of Form 10-Q for the quarter ended October 30, 2003.*10.49
    
    [Intentionally left blank]10.50
    
    Albertsons, Inc. 2004 Equity and Performance Incentive Plan is incorporated
herein by reference to Exhibit 10.50 of Form
10-Q for the quarter ended July 29,
2004.*10.51
    
    Credit Agreement (364-day) (dated June 16, 2005) is incorporated herein by
reference to Exhibit 10.51 of Form 10-Q for the quarter ended August 4, 2005.10.52
    
    Credit Agreement (5-year) (dated June 17, 2004) is incorporated herein by
reference to Exhibit 10.52 of Form 10-Q for the quarter ended July 29, 2004.10.53
    
    Credit Agreement (5-year) (dated July 8, 2004) is incorporated herein by
reference to Exhibit 10.53 of Form 10-Q for the quarter ended July 29, 2004.10.54
    
    Employment Agreement between Albertsons, Inc. and Paul Gannon, dated as of
December 15, 2004 is incorporated herein by reference to Exhibit 10.54 of Form
8-K filed with the SEC on December 20, 2004.*10.55
    
    Form of Award of Deferred Restricted Stock Units (Amended and Restated 1995
Stock-Based Plan) is incorporated herein by reference to Exhibit 10.57 to Form
8-K filed with the SEC on December 20, 2004.*10.56
    
    Form of Award of Deferred Restricted Stock Units (2004 Equity and Performance
Incentive Plan) is incorporated herein by reference to Exhibit 10.58 to Form 8-K
filed with the SEC on December 20, 2004.*10.57
    
    Form of Award of Deferrable Restricted Stock Units (Amended and Restated 1995
Stock-Based Plan) is incorporated herein by reference to Exhibit 10.59 to Form
8-K filed with the SEC on December 20, 2004.*10.58
    
    Form of Non-Employee Director Deferred Share Units Agreement (Albertsons, Inc.
2004 Equity and Performance Incentive Plan) is incorporated herein by reference
to Exhibit 10.58 to Form 10-Q for the quarter ended May 5, 2005.*10.59
    
    Letter Agreement between the Company and Clarence J. Gabriel, Jr., dated as of
May 9, 2005, is incorporated herein by reference to Exhibit 10.59 to Form 10-Q
for the quarter ended May 5, 2005.*10.59.1
    
    Amendment to May 9, 2005 Letter Agreement between the Company and Clarence J.
Gabriel, Jr. dated as of November 1, 2005 is incorporated herein by reference to
Exhibit 10.59.1 to Form 10-Q for the quarter ended November 3, 2005.*10.60
    
    Form of Award of Deferrable Restricted Stock Units (Albertsons, Inc. 2004
Equity and Performance Incentive Plan) is incorporated herein by reference to
Exhibit 10.60 to Form 10-Q for the quarter ended May 5, 2005.*10.61
    
    Form of Non-Qualified Stock Option Award Agreement (Albertsons, Inc. 2004
Equity and Performance Incentive Plan) is incorporated herein by reference to
Exhibit 10.61 to Form 10-Q for the quarter ended August 4, 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. is
incorporated herein by reference to Exhibit 10.62
 98




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##### Table of Contents



Number
    
    Descriptionto Form 10-Q for the quarter
ended November 3, 2005.*10.63
    
    Form of Award of Deferrable Restricted Stock Units (Albertsons, Inc. 2004
Equity and Performance Incentive Plan) is incorporated herein by reference to
Exhibit 10.62 to Form 8-K filed with the SEC on January 31, 2006.*21
    
    Subsidiaries of the Registrant.23
    
    Consent of Independent Registered Public Accounting Firm  Deloitte & Touche LLP.31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    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 SEC
upon request. 99