UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

ALBERTSON’S, INC.

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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 þ       No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 CFR section 405) is not contained herein and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ      No o

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of July 29, 2004 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $8.9 billion.

The number of shares of the Registrant’s common stock, $1.00 par value, outstanding as of March 24, 2005 was 368,292,618.

Documents Incorporated by Reference

Listed hereunder are the documents, any portions of which are incorporated by reference and the Parts of this Form 10-K into which such portions are incorporated:

1.	The Registrant’s definitive proxy statement for use in connection with the Annual Meeting of Shareholders to be held on June 2, 2005 to be filed within 120 days after the Registrant’s year ended February 3, 2005, portions of which are incorporated by reference into Part III of this Form 10-K.

ALBERTSON’S, INC.
FORM 10-K
TABLE OF CONTENTS

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PART I

Cautionary Statement for Purposes of “Safe Harbor Provisions” of the Private Securities Litigation Reform Act of 1995

All statements other than statements of historical fact contained in this and other documents disseminated by the Company, including statements regarding the Company’s expected financial performance, are forward-looking information as defined in the Private Securities Litigation Reform Act of 1995. In reviewing such information about the future performance of the Company, it should be kept in mind that actual results may differ materially from those projected or suggested in such forward-looking information since predictions regarding future results of operations and other future events are subject to inherent uncertainties. These statements may relate to, among other things: statements of expectation regarding the Company’s results of operations had the labor dispute in Southern California not occurred; investing to increase sales; changes in cash flow; increases in general liability costs, workers’ compensation costs and employee benefit costs; attainment of cost reduction goals; impacts of the acquisitions of J Sainsbury plc’s U.S. retail grocery business (“Shaw’s”) and the Southern California gourmet and specialty food retailer Bristol Farms; achieving sales increases and increases in comparable and identical sales; opening and remodeling stores; and the Company’s five strategic imperatives. These statements are indicated by words or phrases such as “expects,” “plans,” “believes,” “estimate” and “goal.”

Important assumptions and other important factors that could cause actual results to differ materially from those set forth in the forward-looking information include actions taken by new or existing competitors (including nontraditional competitors), particularly those intended to improve their market share (such as pricing and promotional activities); changes in consumer spending; labor negotiations; adverse determinations with respect to, or the need to increase reserves for, litigation, taxes or other claims (including environmental matters); financial difficulties experienced by third-party insurance providers; employee benefit costs; the Company’s ability to recruit, retain and develop employees; the Company’s ability to develop new stores or complete remodels as rapidly as planned; the Company’s ability to implement new technology successfully; stability of product costs; the Company’s ability to integrate the operations of and realize synergies from acquired or merged companies, including Shaw’s; the Company’s ability to execute its restructuring plans; the Company’s ability to achieve its five strategic imperatives; and other factors affecting the Company’s business in or beyond the Company’s control. These other factors include changes in the rate of inflation; changes in state or federal legislation or regulation; the cost and stability of energy sources; the continued safety of the products the Company sells; changes in the general economy; changes in interest rates; and the occurrence of natural disasters.

Other factors and assumptions not identified above could also cause the actual results to differ materially from those projected or suggested in the forward-looking information. The Company does not undertake to update forward-looking information contained herein or elsewhere to reflect actual results, changes in predictions, assumptions, estimates or changes in other factors affecting such forward-looking information.

Item 1. Business.

General

Albertson’s, Inc. (“Albertsons” or the “Company”) is incorporated under the laws of the State of Delaware and is the successor to a business founded by J. A. Albertson in 1939. The Company’s general offices are located at 250 Parkcenter Boulevard, Boise, Idaho 83706 and its telephone number is (208) 395-6200. Information about the Company is available on the internet at www.albertsons.com.

Based on sales, the Company is one of the largest retail food and drug chains in the world. As of February 3, 2005, the Company’s divisions and subsidiaries operated 2,503 retail stores in 37 states.

The Company’s operations are within a single operating segment, the retail sale of food and drug merchandise. The Company’s operations are within the United States. As of February 3, 2005, the Company’s divisions and subsidiaries operated stores under the banners Albertsons, Acme, Bristol Farms, Grocery Warehouse, Jewel, Jewel-Osco, Max Foods, Osco Drug, Sav-on Drugs, Shaw’s, Star Market and Super Saver. The Company has invested in these brands, their development and their protection and considers them important assets.

The Company’s fiscal year ends on the Thursday nearest to January 31st. As a result, the Company’s fiscal year includes a 53rd week every five to six years. The Company’s fiscal year 2004 contained 53 weeks and ended on February 3, 2005. Fiscal years 2003 and 2002 each contained 52 weeks and ended on January 29, 2004 and January 30, 2003, respectively. The Company’s net sales, earnings from continuing operations and total assets for the past five fiscal years are set forth on page 12 of this Annual Report on Form 10-K.

All dollar amounts in this report are in millions, except per share data.

Retail Formats

As of February 3, 2005, the Company’s retail operations were organized into seven divisions, based primarily on geographic boundaries, and two independently managed subsidiaries. Division and subsidiary staff are responsible for day-to-day operations and for executing marketing and merchandising programs. This structure allows the division and subsidiary level employees, who are closest to the customer, to implement strategies tailored to each of the neighborhoods that the Company serves.

Historically, the Company has identified each of the stores operated by its divisions as a combination food-drug store, a conventional store, a stand-alone drugstore or a warehouse store. The Company’s ongoing dual-branding initiative and investment in new formats has made these identifiers less meaningful. The Company now identifies its stores as one of the following: combination food-drug store, conventional store (which includes non-Extreme Inc. warehouse stores), stand-alone drugstore,

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Bristol Farms store or Extreme Inc. store. The Company also operates fuel centers near existing stores and online grocery and drugstore Web sites.

The Company’s combination food-drug stores combine grocery and drug stores under one roof. Most of these stores include a complete grocery offering, prescription drugs and an expanded section of cosmetics and general merchandise in addition to specialty departments such as service seafood and meat, bakery, lobby/video, service delicatessen, liquor and floral. Many also offer meal centers, party supply centers, coffee bars, in-store banks, photo processing and destination categories for beverages, snacks, pet care products, paper products and baby care merchandise. These services and product offerings are provided for easy, one-stop shopping. Combination food-drug stores are typically located in neighborhood shopping centers and range in size from 35,000 to 60,000 square feet. As of February 3, 2005, the Company’s divisions operated 1,521 combination food-drug stores.

Conventional food stores are less than 35,000 square feet and focus their product and service offerings primarily on food departments. Conventional stores do offer many of the same product and service offerings as combination food-drug stores, but on a limited basis. As of February 3, 2005, the Company’s divisions operated 265 conventional stores.

The Company’s stand-alone drugstores offer convenient shopping and prescription pickup as well as a wide assortment of general merchandise, health and beauty care products, over-the-counter medication, greeting cards and photo processing. Many newer stores have expanded their product offerings to include limited grocery and convenience items requiring freezing or refrigeration. The Company’s stand-alone drugstores are typically located on corners and in shopping centers and many offer a drive-thru pharmacy. As of February 3, 2005, the Company’s divisions operated 695 stand-alone drugstores.

During 2004, the Company began an intense focus on format differentiation with the introduction of Extreme Inc. and the acquisition of Bristol Farms. Extreme Inc. is an independently managed subsidiary which operates price impact stores. These low-price, limited-service stores feature an innovative new store design coupled with a unique merchandising format tailored to the demands of customers in their neighborhoods. As of February 3, 2005, Extreme Inc. operated 11 stores under the Super Saver banner.

In September 2004 the Company acquired Bristol Farms, a gourmet and specialty food retailer. As of February 3, 2005, Bristol Farms operated 11 stores in Southern California. Bristol Farms stores offer a gourmet and natural product assortment in stores that range in size from 7,200 to 29,700 square feet. In addition, Bristol Farms offers premium catering services and several stores offer in-store dining.

As of February 3, 2005, the Company operated 234 fuel centers in 22 states. Fuel centers are generally located in the parking lots of stores operated by the Company’s divisions and subsidiaries. Fuel centers feature three to six fuel pumps and a small building, ranging in size from a pay-only kiosk to a convenience store.

In November 1999 Albertsons introduced its own grocery delivery Web site when Albertsons.com entered the Seattle, Washington market. Since the launch of Albertsons.com, the Company has continued to introduce this service to more areas. As of February 3, 2005, Albertsons.com operated in and around Phoenix, Arizona; Los Angeles, Oakland, Palm Springs, Sacramento, San Diego, San Jose, San Francisco and Santa Barbara, California; Boise, Idaho; Las Vegas, Nevada; New Jersey; Pennsylvania; Portland, Oregon; Dallas/Fort Worth, Texas; Salt Lake City, Utah; and Seattle and Vancouver, Washington. By using its brick-and-mortar stores, Albertsons has evolved its online model to take advantage of its retail grocery expertise, brand recognition and existing infrastructure. With more than five years of experience, Albertsons.com offers a reliable and proven online grocery service that delivers products direct from the store to the customer’s location. Savon.com, Albertsons online drugstore, serves the Company’s customers nationwide. Savon.com has a nationwide online pharmacy service that offers sundry items, new and refill prescriptions and consumer health information. The Web site allows customers across the country the freedom to have new or refilled prescriptions ready for pickup at any pharmacy operated by the Company’s divisions, or mailed to their location of preference.

Distribution Centers and Suppliers

The Company’s retail operations are supported by 19 major Company distribution centers. These distribution centers provide product to the stores operated by the Company’s divisions and subsidiaries.

In an effort to obtain merchandise at the lowest possible cost, the Company also supplies stores through outside suppliers and directly from manufacturers. The Company believes that it is not dependent on any one supplier and considers its relations with its suppliers to be satisfactory.

Marketing and Merchandising

The Company’s brand promise is “Working Hard to Make Life Easier for Our Customers”. This is reinforced to customers through associate education and print and media advertising.

With the Company’s brand promise in mind, the Company strives to merchandise stores that cater to the neighborhoods served. For example, some stores offer a variety of products in categories such as Asian, Hispanic and kosher foods.

In addition, a principal component of the Company’s merchandising strategy is to offer a broad array of products and time-saving services that are a part of a solution to today’s lifestyle demands. The Company’s dual branding initiative is designed to serve this merchandising strategy. One of Albertsons strategic advantages in today’s marketplace comes from the Company’s unique expertise in operating food stores and drugstores. Albertsons has decades of experience in operating these two formats. This unique position in the marketplace has enabled the Company to bring together separate retail brands, creating dual branded stores that leverage the Company’s separate food and drug expertise and brand equity and make life easier for customers by providing

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one-stop shopping for food and drug needs. The Company began expanding the dual branding concept in 2001 and continued to roll-out the dual branding concept through 2004. The Company expects to continue to dual brand stores in nearly every market in 2005. As of February 3, 2005, 677 of the stores operated by the Company’s divisions were dual branded.

The Company continues to test additional ways to further the Company’s brand promise by adding to its stores natural and organic sections, international food sections, in-store bakeries and delicatessens, prepared foods sections and gourmet coffee service. Some stores also feature a selection of prepared foods and daily selections of home meal replacement items, such as rotisserie chicken, fried chicken, tamales, meat loaf and other dinner entrees, sandwiches, pre-packaged salads and prepared fresh vegetables. The Company is also expanding the bakery in some stores, offering an expanded selection of baked goods and self-service selections. Finally, the Company has joined forces with other retailers (including Toys R Us^® and Starbucks^®) to provide a wider selection of quality merchandise to its customers.

All of the Company’s stores carry a broad range of national brands and offer Our Own Brands (or private label) products in many merchandise categories. During 2003, the Company launched its premium own brand, essensia^TM products. As of February 3, 2005, the Company offered 198 products under the essensia^TM brand. In 2004, the Company launched equaline^TM and HomeLife^TM, its own brand products in the health and beauty and general merchandise categories. The Company’s stores provide consumer information such as nutritional signing in the meat and produce departments, freshness code dating, unit pricing, meal ideas and food information pamphlets.

Associates

As of February 3, 2005, the Company employed approximately 241,000 associates, of which approximately 55% were covered by collective bargaining agreements, primarily with the United Food and Commercial Workers and International Brotherhood of Teamsters. Labor agreements covering approximately 37,000 associates expire during 2005. Negotiations with respect to some of these contracts have commenced. There can be no assurances that the Company will be able to successfully renegotiate its union contracts without work stoppages or on acceptable terms.

The Company considers its present relations with associates to be satisfactory. The Company values its associates and believes that loyalty, enthusiasm and commitment are key elements of its operating performance.

Environmental

The Company has identified environmental contamination sites related primarily to underground petroleum storage tanks and groundwater contamination at various store, warehouse, office and manufacturing facilities (related to current operations as well as previously disposed of properties). The Company conducts an ongoing program for the inspection and evaluation of potential new sites and the remediation and monitoring of contamination at existing and previously owned sites. Although the ultimate outcome and expense of environmental remediation is uncertain, the Company believes that the costs of required remediation and continuing compliance with environmental laws, in excess of current reserves, will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. Environmental remediation costs were not material in 2004, 2003 or 2002.

Government Regulation

The Company is subject to regulation by a variety of governmental agencies, including, but not limited to, the U.S. Food and Drug Administration, the U.S. Department of Agriculture, the Occupational Safety and Health Administration, the Environmental Protection Agency and other federal, state and local agencies. The Company’s stores are also subject to local laws regarding zoning, land use, the sale of restricted products including tobacco, alcohol and pseudoephedrines, food preparation and sanitation. In recent years, an increasing number of legislative proposals have been introduced and passed in Congress and in some state legislatures that could result in major changes in health care coverage, delivery and reimbursement, both nationally and at the state level. For example, Congress passed the Medicare Prescription Drug Improvement and Modernization Act of 2003, which includes new prescription drug benefits for Medicare participants. Also, in recent years, both federal and state authorities have proposed or passed new legislation that imposes on healthcare providers, including pharmacies, significant additional obligations concerning the protection of confidential patient medical records and information. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, imposes certain requirements, including the protection of confidential patient medical records and other information. Compliance with these regulations, particularly HIPAA, requires that we implement complex changes to our systems and processes. The Company believes that its locations comply, in material respects, with such laws and regulations.

Competition

Food, drug and general merchandise retailing involves intense competition with numerous competitors. Direct competition comes from a variety of sources, including supermarket chains, independent and specialty grocers, specialty retailers and large-scale drug retailers. Increasing competition also exists from convenience stores, prepared food retailers and Internet and mail order retailers. The biggest competitive impact on the food retailing industry, however, has been the growth of low-price retailers, primarily supercenters and discount stores. The rapid growth of the low-price format has shown that while convenience, quality, product assortment and customer service remain important factors in creating a competitive advantage, price is increasingly a significant driver of consumer choice in the food retailing industry.

Seasonality

The Company is subject to effects of seasonality. Sales have historically been higher in the Company’s fourth quarter than other quarters due to the holiday season and the increase in cold and flu occurrences.

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Available Information

The Company makes available its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 free of charge through the Company’s Web site at http://www.albertsons.com as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (“SEC”).

Item 2. Properties.

During the past ten fiscal years, the Company has built or acquired 2,198 stores. Approximately 90% of the Company’s retail square footage has been opened, acquired or remodeled during this period.

Albertsons stores are located in 37 states with concentration in the Northeast, Western, Midwest and Southern areas of the United States. The table below is a summary of the stores by state and classification as of February 3, 2005:

(a) Includes 11 Bristol Farms stores and 11 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.

The Company has expanded and improved its distribution facilities when opportunities exist to improve service to the retail stores and generate an adequate return on invested capital. It also examines opportunities to consolidate distribution facilities when

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appropriate. During 2004, approximately 79% of the merchandise purchased for resale in the retail stores operated by the Company’s divisions and subsidiaries was received from Company distribution centers.

Albertsons distribution system consists of 19 major distribution facilities located strategically throughout the Company’s operating markets and four smaller distribution facilities. The table below is a summary of the Company’s distribution facilities and the product categories they support, as of February 3, 2005: