FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For 13 Weeks Ended: April 29, 1999 Commission File Number: 1-6187
ALBERTSON'S, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 82-0184434
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho 83726
- ----------------------------------------------- ----------
(Address) (Zip Code)
Registrant's telephone number, including area code: (208) 395-6200
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Number of Registrant's $1.00 par value
common shares outstanding at May 28, 1999: 245,848,100
Page 1
<PAGE>
PART I. FINANCIAL INFORMATION
ALBERTSON'S, INC.
CONSOLIDATED EARNINGS
(in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
13 WEEKS ENDED
-----------------------------------------
April 29, April 30,
1999 1998
------------------- ------------------
<S> <C> <C>
Sales $4,167,564 $3,848,253
Cost of sales 3,012,783 2,823,783
------------------- ------------------
Gross profit 1,154,781 1,024,470
Selling, general and administrative expenses 908,755 803,856
Impairment - store closures 29,423
------------------- ------------------
Operating profit 246,026 191,191
Other (expenses) income:
Interest, net (29,243) (23,504)
Other, net 4,300 9,275
------------------- ------------------
Earnings before income taxes 221,083 176,962
Income taxes 84,012 66,361
------------------- ------------------
NET EARNINGS $ 137,071 $ 110,601
=================== ==================
EARNINGS PER SHARE:
Basic $0.56 $0.45
Diluted $0.56 $0.45
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 245,785 245,770
Diluted 246,852 246,880
DIVIDENDS DECLARED PER SHARE $0.18 $0.17
</TABLE>
See Notes to Consolidated Financial Statements
Page 2
<PAGE>
ALBERTSON'S, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
April 29, 1999
(unaudited) January 28, 1999
-------------------------- -------------------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 74,963 $ 80,646
Accounts and notes receivable 148,844 153,714
Inventories 1,434,358 1,503,164
Prepaid expenses 80,444 38,871
Deferred income taxes 60,046 57,510
-------------------------- -------------------------
TOTAL CURRENT ASSETS 1,798,655 1,833,905
OTHER ASSETS 284,898 312,776
GOODWILL (net of accumulated amortization
of $3,668 and $2,717, respectively) 147,866 148,322
LAND, BUILDINGS AND EQUIPMENT (net of
accumulated depreciation and amortization
of $2,198,757 and $2,113,318,
respectively) 4,021,476 3,938,965
========================== =========================
$6,252,895 $6,233,968
========================== =========================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 825,521 $ 873,956
Salaries and related liabilities 183,843 171,706
Taxes other than income taxes 72,072 76,923
Income taxes 102,145 47,142
Self-insurance 74,228 73,066
Unearned income 56,584 64,418
Other current liabilities 72,339 53,282
Current maturities of long-term debt 96,670 6,991
Current portion of capitalized lease
obligations 11,539 11,347
-------------------------- -------------------------
TOTAL CURRENT LIABILITIES 1,494,941 1,378,831
LONG-TERM DEBT 1,339,669 1,527,432
CAPITALIZED LEASE OBLIGATIONS 156,423 157,102
DEFERRED INCOME TAXES 7,267
OTHER L/T LIABILITIES AND DEFERRED CREDITS 354,666 352,882
STOCKHOLDERS' EQUITY:
Preferred stock - $1 par value; authorized
- 10,000,000 shares; issued - none
Common stock - $1 par value; authorized
- 1,200,000,000 shares; issued -
245,843,400 shares and 245,697,363
shares, respectively 245,843 245,697
Capital in excess of par value 9,016 5,239
Retained earnings 2,652,337 2,559,518
-------------------------- -------------------------
2,907,196 2,810,454
========================== =========================
$6,252,895 $6,233,968
========================== =========================
</TABLE>
See Notes to Consolidated Financial Statements
Page 3
<PAGE>
ALBERTSON'S, INC.
CONSOLIDATED CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
13 WEEKS ENDED
-------------------------------------
April 29, April 30,
1999 1998
----------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 137,071 $ 110,601
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 101,095 88,601
Net deferred income taxes (24,544) (17,620)
Increase in cash surrender value of
Company-owned life insurance (4,300) (9,275)
Impairment - store closures 29,423
Changes in operating assets and liabilities
net of business acquisitions:
Receivables and prepaid expenses 9,286 (6,240)
Inventories 68,806 44,126
Accounts payable (48,435) (19,714)
Other current liabilities 79,980 52,145
Self-insurance 2,711 4,948
Unearned income (10,731) 2,431
Other long-term liabilities 3,142 3,006
----------------- ----------------
Net cash provided by operating activities 314,081 282,432
CASH FLOWS FROM INVESTING ACTIVITIES:
Net capital expenditures (179,696) (159,914)
Business acquisitions, net of cash acquired (121,043)
(Increase) decrease in other assets (56) 1,487
----------------- ----------------
Net cash used in investing activities (179,752) (279,470)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 161,000
Payments on long-term borrowings (7,009) (119,729)
Net commercial paper activity 76,622 (37,633)
Payment on bank line borrowings (170,695)
Proceeds from stock options exercised 2,838 890
Cash dividends paid (41,768) (39,318)
----------------- ----------------
Net cash used in financing activities (140,012) (34,790)
----------------- ----------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (5,683) (31,828)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 80,646 108,083
----------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 74,963 $ 76,255
================= ================
</TABLE>
See Notes to Consolidated Financial Statements
Page 4
<PAGE>
ALBERTSON'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Basis of Presentation
- ---------------------
The accompanying unaudited consolidated financial statements include the
results of operations, account balances and cash flows of the Company and its
wholly owned subsidiaries. All material intercompany balances have been
eliminated.
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments necessary to present fairly, in all
material respects, the results of operations of the Company for the periods
presented. Such adjustments consisted only of normal recurring items except for
the 1998 impairment charge discussed under "Impairment - Store Closures." The
statements have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. It is suggested that these
consolidated financial statements be read in conjunction with the consolidated
financial statements and the accompanying notes included in the Company's 1998
Annual Report.
The balance sheet at January 28, 1999, has been taken from the audited
financial statements at that date.
The preparation of the Company's consolidated financial statements, in
conformity with generally accepted accounting principles, requires management to
make estimates and assumptions. These estimates and assumptions affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates.
Historical operating results are not necessarily indicative of future
results.
Reclassifications
- -----------------
Certain reclassifications have been made in the prior year's financial
statements to conform to classifications used in the current year.
Impairment - Store Closures
- ---------------------------
The Company recorded a charge to earnings in the first quarter of 1998
related to management's decision to close 16 underperforming stores in 8 states.
The charge included impaired real estate and equipment, as well as the present
value of remaining liabilities under leases, net of expected sublease
recoveries. As of April 29, 1999, 13 of these stores had been closed and
management believes the 1998 charge and remaining reserve are adequate.
Indebtedness
- ------------
On March 30, 1999, the Company entered into a revolving credit agreement with
a syndicate of commercial banks whereby the Company may borrow principal amounts
Page 5
<PAGE>
up to $1.5 billion at varying interest rates at any time prior to March 28,
2000. The agreement has a one-year term out option which allows the Company to
convert any loans outstanding on the expiration date of the agreement into
one-year term loans. The agreement contains certain covenants, the most
restrictive of which requires the Company to maintain consolidated tangible net
worth, as defined, of at least $2.1 billion.
In addition to the new revolving credit agreement, the Company has its $600
million revolving credit agreement, whereby the Company may borrow principal
amounts at varying interest rates any time prior to December 17, 2001. The
combination of the two revolving credit agreements allows the Company to borrow
principal amounts up to $2.1 billion and serves as backup financing for the
Company's commercial paper and bank line borrowings. There were no amounts
outstanding under either revolving credit agreement as of April 29, 1999.
Supplemental Cash Flow Information
- ----------------------------------
Selected cash payments and noncash transactions were as follows (in
thousands):
<TABLE>
<CAPTION>
13 Weeks Ended 13 Weeks Ended
April 29, 1999 April 30, 1998
----------------------- -----------------------
<S> <C> <C>
Cash payments for:
Income taxes $ 51,453 $ 24,712
Interest, net of amounts
capitalized 8,025 7,136
Noncash transactions:
Tax benefits related to stock
options 1,156 615
Fair market value of stock
exchanged for options and related
tax withholdings 143 313
Capitalized leases incurred 2,211 2,900
Note payable related to
business acquisition 8,000
Liabilities assumed in connection
with asset acquisition 300
</TABLE>
Business Combination
- ---------------------
On August 2, 1998, the Company entered into a definitive merger agreement
with American Stores Company (ASC) which was approved by the stockholders of
Albertson's and ASC on November 12, 1998. The agreement provides for a business
combination between the Company and ASC in which ASC will become a wholly owned
subsidiary of the Company. Under the terms of the agreement, the holders of ASC
common stock will be issued 0.63 shares of Albertson's, Inc., common stock in
exchange for each share of ASC common stock, with cash being paid in lieu of
fractional shares, in a transaction intended to qualify as a pooling of
interests for accounting purposes and as a tax-free reorganization for federal
income tax purposes. Based on the number of common shares outstanding as of
Albertson's and ASC's respective 1999 first quarter ends, consummation of the
merger would result in former stockholders of ASC holding approximately 42% of
the outstanding Albertson's common stock (assuming no conversion of outstanding
options). The transaction is subject to certain conditions, including, among
others, regulatory approvals and other customary closing conditions and is
expected to close before June 30, 1999.
Page 6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
The following table sets forth certain income statement components expressed
as a percent to sales and the year-to-year percentage changes in the amounts of
such components:
<TABLE>
<CAPTION>
Percent to Sales
--------------------------------
13 weeks ended Percentage
--------------------------------
4-29-99 4-30-98 Increase
--------------- ---------------- ---------------
<S> <C> <C> <C>
Sales 100.00% 100.00% 8.3%
Gross profit 27.71 26.62 12.7
Selling, general and
administrative expenses 21.81 20.89 13.0
Impairment - store closures 0.76 N.A.
Operating profit 5.90 4.97 28.7
Net interest expense 0.70 0.61 24.4
Earnings before
income taxes 5.30 4.60 24.9
Net earnings 3.29 2.87 23.9
</TABLE>
Sales increased due to improved identical store sales and the continued
expansion of net retail square footage. Identical store sales increased 0.7% and
comparable store sales (which include replacement stores) increased 0.8%.
Management estimates that there was deflation in products the Company sells of
approximately 0.9% (annualized). During the 13 weeks ended April 29, 1999, the
Company opened 8 stores and 9 fuel centers, remodeled 9 stores, completed 9
strategic retrofits and closed 1 store which was replaced by a larger
Albertson's store. Retail square footage increased to 48.9 million square feet,
a net increase of 9.3% from April 30, 1998.
In addition to new store development, the Company plans to increase sales
through its continued investment in programs initiated in recent years which are
designed to provide solutions to customer needs. These programs include: the
Front End Manager program; the home meal solutions process called "Quick Fixin'
Ideas;" special destination categories such as Albertson's Better Care
pharmacies, baby care, pet care and snack and beverage centers; and increased
emphasis on training programs utilizing Computer Guided Training. To provide
additional solutions to customer needs, the Company has added new,
gourmet-quality bakery products and organic grocery and produce items. Other
solutions include neighborhood marketing, targeted advertising and exciting new
and remodeled stores.
Gross profit, as a percent to sales, increased primarily as a result of
improvements made in retail stores, including improvements in under-performing
stores and improved sales mix of partially prepared, value-added products. Gross
profit improvements were also realized through the continued utilization of
Company-owned distribution facilities and increased buying efficiencies. The
Company's distribution centers provided approximately 77% of retail store
purchases. Utilization of the Company's distribution centers has enabled the
Company to improve its control over product costs and product distribution. The
pre-tax LIFO charge reduced gross profit by $5.0 million (0.12% to sales) for
the 13 weeks ended April 29, 1999, as compared to $8.0 million (0.21% to sales)
for the 13 weeks ended April 30, 1998.
Page 7
<PAGE>
Selling, general and administrative expenses, as a percent to sales,
increased due primarily to increased labor and related benefit costs resulting
from the Company's initiatives to increase sales, and increased depreciation
expense associated with the Company's expansion program. Included in this
increase is approximately $4 million in merger related costs primarily related
to integration planning and financing activities associated with the pending
American Stores Company merger.
The increase in net interest expense resulted primarily from higher average
outstanding debt during the 13 weeks ended April 29, 1999, as compared to the 13
weeks ended April 30, 1998. The average outstanding debt has increased as a
result of the Company's continued investment in new and acquired stores.
Liquidity and Capital Resources
- -------------------------------
The Company's operating results continue to enhance its financial position
and ability to continue its planned expansion program. Cash provided by
operating activities during the 13 weeks ended April 29, 1999, was $314 million
compared to $282 million in the prior year. During the 13 weeks ended April 29,
1999, the Company invested $180 million for net capital expenditures. The
Company's financing activities for the 13 weeks ended April 29, 1999, included a
net increase of commercial paper borrowings of $77 million, repayment of
long-term debt and bank line borrowings of $178 million and $42 million for the
payment of dividends.
The Company utilizes its commercial paper and bank line programs primarily to
supplement cash requirements from seasonal fluctuations in working capital
resulting from operations and the Company's capital expenditure program.
Accordingly, commercial paper borrowings and bank line borrowings will fluctuate
between the Company's quarterly reporting periods. The Company had $406 million
of commercial paper borrowings outstanding at April 29, 1999, compared to $500
of commercial paper and bank line borrowings at January 28, 1999, and $246
million of commercial paper at April 30, 1998.
On March 30, 1999, the Company entered into a revolving credit agreement
with a syndicate of commercial banks whereby the Company may borrow principal
amounts up to $1.5 billion at varying interest rates at any time prior to March
28, 2000. The agreement has a one-year term out option which allows the Company
to convert any loans outstanding on the expiration date of the agreement into
one-year term loans. The agreement contains certain covenants, the most
restrictive of which requires the Company to maintain consolidated tangible net
worth, as defined, of at least $2.1 billion.
In addition to the new revolving credit agreement, the Company has its $600
million revolving credit agreement, whereby the Company may borrow principal
amounts at varying interest rates any time prior to December 17, 2001. The
combination of the two revolving credit agreements allows the Company to borrow
principal amounts up to $2.1 billion and serves as backup financing for the
Company's commercial paper and bank line borrowings. There were no amounts
outstanding under either revolving credit agreement as of April 29, 1999.
Page 8
<PAGE>
Year 2000 Compliance
- --------------------
The Year 2000 issue results from computer programs being written using two
digits rather than four to define the applicable year. As the year 2000
approaches, systems using such programs may be unable to accurately process
certain date-based information. To the extent that the Company's software
applications contain source code that is unable to interpret appropriately the
upcoming calendar year 2000 and beyond, some level of modification or
replacement of such applications will be necessary to avoid system failures and
the temporary inability to process transactions or engage in other normal
business activities.
In September 1995 the Company formed a project team to assess the impact of
the Year 2000 issue on the software and hardware utilized in the Company's
internal operations. The project team is staffed primarily with representatives
of the Company's Information Systems and Technology department and reports on a
regular basis to senior management and the Company's Board of Directors.
The initial phase of the Year 2000 project was assessment and planning. This
phase is substantially complete and included an assessment of all computer
hardware, software, systems and processes ("IT Systems") and non-information
technology systems such as telephones, clocks, scales, refrigeration controllers
and other equipment containing embedded microprocessor technology ("Non-IT
Systems"). The completion of upgrades, validation and forward date testing for
all systems is scheduled for third fiscal quarter of 1999 although many systems
have been completed. The Company expects to successfully implement the
remediation of the IT Systems and Non-IT Systems.
In addition to the remediation of the IT systems and Non-IT systems, the
Company has identified relationships with third parties, including vendors,
suppliers and service providers, which the Company believes are critical to its
business operations. The Company is in the process of communicating with these
third parties through questionnaires, letters and interviews in an effort to
determine the extent to which they are addressing their Year 2000 compliance
issues. The Company will continue to communicate with, assess and monitor the
progress of these third parties in resolving Year 2000 issues.
The total costs to address the Company's Year 2000 issues are estimated to be
approximately $18 million, of which approximately $4 million has been or will be
expensed and approximately $14 million has been or will be capitalized. These
costs include expenditures accelerated for Year 2000 compliance. To date, the
Company has spent approximately 92% of the estimated costs. These costs have
been funded through operating cash flow and represent an immaterial portion of
the Company's IT budget.
The Company is dependent on the proper operation of its internal computer
systems and software for several key aspects of its business operations,
including store operations, merchandise purchasing, inventory management,
pricing, sales, warehousing, transportation, financial reporting and
administrative functions. The Company is also dependent on the proper operation
of the computer systems and software of third parties providing critical goods
and services to the Company, including vendors, utilities, financial
institutions, government entities and others. The Company believes that its
efforts will result in Year 2000 compliance. However, the failure or malfunction
of internal or external systems could impair the Company's ability to operate
its business in the ordinary course and could have a material adverse effect on
its results of operations.
The Company is currently developing its contingency plans and intends to
formalize these plans with respect to its most critical applications during the
third quarter of 1999. Contingency plans may include manual workarounds,
increased inventories and extra staffing.
Page 9
<PAGE>
Cautionary Statement for Purposes of "Safe Harbor Provisions"
of the Private Securities Litigation Reform Act of 1995
- -------------------------------------------------------------
From time to time, information provided by the Company, including written or
oral statements made by its representatives, may contain forward-looking
information as defined in the Private Securities Litigation Reform Act of 1995,
including statements about the ability of the Company and ASC to obtain the
necessary regulatory approvals and satisfy other conditions to the closing of
the merger transaction and with respect to the future performance of the
combined companies. All statements, other than statements of historical facts,
which address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such things as expansion
and growth of the Company's business, future capital expenditures and the
Company's business strategy, contain forward-looking information. In reviewing
such information it should be kept in mind that actual results may differ
materially from those projected or suggested in such forward-looking
information. This forward-looking information is based on various factors and
was derived utilizing numerous assumptions. Many of these factors have
previously been identified in filings or statements made by or on behalf of the
Company.
Important assumptions and other important factors that could cause actual
results to differ materially from those set forth in the forward-looking
information include changes in the general economy, changes in consumer
spending, competitive factors and other factors affecting the Company's business
in or beyond the Company's control. These factors include changes in the rate of
inflation, changes in state or federal legislation or regulation, adverse
determinations with respect to litigation or other claims (including
environmental matters), labor negotiations, adverse effects of failure to
achieve Year 2000 compliance, the Company's ability to recruit and develop
employees, its ability to develop new stores or complete remodels as rapidly as
planned, its ability to implement new technology successfully, stability of
product costs, the ability of the Company and ASC to obtain the required
regulatory approvals on terms acceptable to them, adverse changes in the
business or financial condition of the Company or ASC prior to the closing of
the merger transaction and the Company's ability to integrate the operations of
ASC.
Other factors and assumptions not identified above could also cause the
actual results to differ materially from those set forth in the forward-looking
information. The Company does not undertake to update forward-looking
information contained herein or elsewhere to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
information.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
Three civil lawsuits filed in September 1996 as purported statewide class
actions in Washington, California and Florida and two civil lawsuits filed in
April 1997 in federal court in Boise, Idaho, as purported multi-state class
actions covering the remaining states in which the Company operated at the time
have been brought against the Company raising various issues that include: (i)
allegations that the Company has a widespread practice of permitting its
Page 10
<PAGE>
employees to work "off-the-clock" without being paid for their work and
(ii)allegations that the Company's bonus and workers' compensation plans are
unlawful. Four of these suits are being sponsored and financed by the United
Food and Commercial Workers (UFCW) International Union. The five suits have been
consolidated in Boise, Idaho. The consolidated complaint for these suits further
alleges claims under the Employee Retirement Income Security Act. In addition,
three other similar suits have been filed as purported class actions in
Colorado, New Mexico and Nevada which, in effect, duplicate the coverage of the
UFCW-sponsored suits under state law. These three cases have been transferred to
the federal court in Boise, Idaho, for consolidation or coordination with the
pending Boise litigation.
The Company is committed to full compliance with all applicable laws.
Consistent with this commitment, the Company has firm and long-standing policies
in place prohibiting off-the-clock work and has structured its bonus and
workers' compensation plans to comply with applicable law. The Company believes
that the UFCW-sponsored suits are part of a broader and continuing effort by the
UFCW and some of its locals to pressure the Company to unionize employees who
have not expressed a desire to be represented by a union. The Company intends to
vigorously defend against all of these lawsuits, and, at this stage of the
litigation, the Company believes that it has strong defenses against them.
Although these lawsuits are subject to the uncertainties inherent in the
litigation process, based on the information presently available to the Company,
management does not expect the ultimate resolution of these actions to have a
material adverse effect on the Company's financial condition.
The Company is also involved in routine litigation incidental to operations.
In the opinion of management, the ultimate resolution of these legal proceedings
will not have a material adverse effect on the Company's financial condition.
Item 2. Changes in Securities
- ------------------------------
In accordance with the Company's $1.5 billion revolving credit agreement, the
Company's consolidated tangible net worth, as defined, shall not be less than
$2.1 billion.
Item 3. Defaults upon Senior Securities
- ----------------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Company held its Annual Meeting of Stockholders on May 28, 1999, and
transacted the following business:
<TABLE>
<CAPTION>
(a) Election of Class I Directors:
Nominee Votes For Votes Withheld
------------------------------------- -------------------- -----------------------
<S> <C> <C>
Clark A. Johnson 218,025,967 1,468,372
Charles D. Lein 217,983,230 1,511,109
Gary G. Michael 218,067,633 1,426,706
Thomas L. Stevens, Jr. 218,015,534 1,478,805
Steven D. Symms 217,588,733 1,905,606
</TABLE>
Page 11
<PAGE>
<TABLE>
<CAPTION>
Election of Class II Director:
Nominee Votes For Votes Withheld
------------------------------------- -------------------- ------------------------
<S> <C> <C>
Thomas J. Wilford 218,067,742 1,426,597
Continuing Class II Directors:
A. Gary Ames John B. Carley Paul I. Corddry
Beatriz Rivera
Continuing Class III Directors:
Cecil D. Andrus John B. Fery Richard L. King
J. B. Scott Will M. Storey
Director Emeritus:
Kathryn Albertson
</TABLE>
(b) Ratification of Appointment of Independent Auditors:
<TABLE>
<CAPTION>
Votes Against Broker Nonvotes
Votes For Abstentions
--------------------- -------------------- -------------------- ---------------------
<S> <C> <C> <C>
218,688,481 219,920 585,938 0
</TABLE>
(c) Stockholder proposal to declassify the Board of Directors:
<TABLE>
<CAPTION>
Votes Against Broker Nonvotes
Votes For Abstentions
--------------------- -------------------- -------------------- ---------------------
<S> <C> <C> <C>
62,572,511 131,624,956 1,709,614 23,587,258
</TABLE>
Item 5. Other Information
- --------------------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a. Exhibits
Number Description
27 Financial data schedule for the 13 weeks ended April 29, 1999
b. The following reports on Form 8-K were filed during the quarter ended
April 29, 1999:
Current Report on Form 8-K dated April 5, 1999, regarding the
revolving credit agreement with a syndicate of banks, whereby the
Company may borrow principal amounts up to $1.5 billion at varying
interest rates any time prior to March 28, 2000.
Page 12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALBERTSON'S, INC.
---------------------------------
(Registrant)
Date: June 3, 1999 /S/ A. Craig Olson
--------------------- ---------------------------------
A. Craig Olson
Executive Vice President
and Chief Financial Officer
Page 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM ALBERTSON'S
QUARTERLY REPORT TO STOCKHOLDERS FOR THE 13 WEEKS ENDED APRIL 29, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> FEB-03-2000
<PERIOD-START> JAN-29-1999
<PERIOD-END> APR-29-1999
<CASH> 74,963
<SECURITIES> 0
<RECEIVABLES> 150,044
<ALLOWANCES> 1,200
<INVENTORY> 1,434,358
<CURRENT-ASSETS> 1,798,655
<PP&E> 6,220,233
<DEPRECIATION> 2,198,757
<TOTAL-ASSETS> 6,252,895
<CURRENT-LIABILITIES> 1,494,941
<BONDS> 1,496,092
0
0
<COMMON> 245,843
<OTHER-SE> 2,661,353
<TOTAL-LIABILITY-AND-EQUITY> 6,252,895
<SALES> 4,167,564
<TOTAL-REVENUES> 4,167,564
<CGS> 3,012,783
<TOTAL-COSTS> 3,012,783
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,243
<INCOME-PRETAX> 221,083
<INCOME-TAX> 84,012
<INCOME-CONTINUING> 137,071
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 137,071
<EPS-BASIC> 0.56
<EPS-DILUTED> 0.56
</TABLE>
