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The following is an excerpt from a 10-K SEC Filing, filed by ALBERTSONS INC /DE/ on 3/29/2004.
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ALBERTSONS INC /DE/ - 10-K - 20040329 - LEGAL_PROCEEDINGS

Item 3. Legal Proceedings.

The Company is subject to various lawsuits, claims and other legal matters that arise in the ordinary course of conducting business.

In March 2000 a class action complaint was filed against Albertsons as well as American Stores Company, American Drug Stores, Inc., Sav-on Drug Stores, Inc. and Lucky Stores, Inc., wholly-owned subsidiaries of the Company, in the Superior Court for the County of Los Angeles, California (Gardner, et al. v. Albertson's, Inc., et al.) by bonus-eligible managers seeking recovery of additional bonus compensation based upon plaintiffs' allegation that the calculation of profits on which their bonuses were based improperly included expenses for workers' compensation costs, cash shortages, premises liability and "shrink" losses in violation of California law. In October 2001 the court granted summary judgment against Sav-on Drug Stores, finding one of its bonus plans unlawful under plaintiffs' liability theory. In August 2001 a class action complaint with very similar claims, also involving bonus-eligible managers, was filed against Albertsons as well as Lucky Stores, Inc. and American Stores Company, wholly-owned subsidiaries of the Company, in the Superior Court for the County of Los Angeles, California (Petersen, et al. v. Lucky Stores, Inc., et al.). In June 2002 the cases were consolidated and in August 2002 a class action with respect to the consolidated case was certified by the court. The Court of Appeal of the State of California Second Appellate District decision in Ralphs Grocery Co. vs. Superior Court, 112 Cal. App. 4th 1090 (2003) addressed certain of the issues advanced by the plaintiffs in this lawsuit. On February 18, 2004, the California Supreme Court declined to review this decision. Certain of the issues were decided by the appellate court favorably to the Company's position and certain were decided adverse to the Company's position. There remain numerous issues to be resolved by the trial court. The Company believes it has strong defenses on these issues and the Company is vigorously advancing its position. Although this lawsuit is subject to the uncertainties inherent in the litigation process, based on the information presently available to the Company, management does not expect that the ultimate resolution of this action will have a material adverse effect on the Company's financial condition, results of operations or cash flows.

In April 2000 a class action complaint was filed against Albertsons as well as American Stores Company, American Drug Stores, Inc., Sav-on Drug Stores, Inc. and Lucky Stores, Inc., wholly-owned subsidiaries of the Company, in the Superior Court for the County of Los Angeles, California (Gardner, et al. v. American Stores Company, et al.) by assistant managers seeking recovery of overtime pay based upon plaintiffs' allegation that they were improperly classified as exempt under California law. In May 2001 a class action with respect to Sav-on Drug Stores assistant managers was certified by the court. A case with very similar claims, involving the Sav-on Drug Stores assistant managers and operating managers, was also filed in April 2000 against the Company's subsidiary Sav-on Drug Stores, Inc. in the Superior Court for the County of Los Angeles, California (Rocher, Dahlin, et al. v. Sav-on Drug Stores, Inc.) and was also certified as a class action. In April 2002 the Court of Appeal of the State of California Second Appellate District reversed the Rocher class certification, leaving only two plaintiffs. The California Supreme Court has accepted plaintiffs' request for review of this class decertification. The Gardner case is on hold pending the review of the Rocher class decertification issue by the California Supreme Court. The Company has strong defenses against these lawsuits and is vigorously defending 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 that the ultimate resolution of these lawsuits will have a material adverse effect on the Company's financial condition, results of operations or cash flows.

In August 2000 a class action complaint was filed against Jewel Food Stores, Inc., an indirect wholly owned subsidiary of the Company and Dominick's Finer Foods, Inc. in the Circuit Court of Cook County, Illinois alleging milk price fixing (Maureen Baker et al. v. Jewel Food Stores, Inc. and Dominick's Finer Foods, Inc., Case No. 00L 009664). In February 2003, the trial court found in favor of the defendants and dismissed the case with prejudice. Thereafter, the plaintiffs appealed. Briefs have now been filed for the appeal and the matter is pending in the Illinois Appellate Court. Although this lawsuit is subject to the uncertainties inherent in the litigation process, based on the information presently available to the Company, management does not expect that the ultimate resolution of this action will have a material adverse effect on the Company's financial condition, results of operations or cash flows.

In September 2000 an agreement was reached and court approval granted, to settle eight purported class and/or collective actions which were consolidated in the United States District Court in Boise, Idaho and which raised various issues including "off-the-clock" work allegations and allegations regarding certain salaried grocery managers' exempt status. Under the settlement

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agreement, current and former employees who met eligibility criteria have been allowed to present their off-the-clock work claims to a settlement administrator. Additionally, current and former grocery managers employed in the State of California have been allowed to present their exempt status claims to a settlement administrator. The Company mailed notices of the settlement and claims forms to approximately 70,500 associates and former associates. Approximately 6,000 claim forms were returned, of which approximately 5,000 were deemed by the settlement administrator to be incapable of valuation, presumed untimely, or both. The claims administrator was able to assign a value to approximately 1,000 claims, which amount to a total of approximately $14, although the value of many of those claims is still subject to challenge by the Company. A second claim process was ordered by the court, but the parties are still waiting for final instructions from the Court. The Company is presently unable to determine the number of individuals who may ultimately submit valid claims or the amounts that it may ultimately be required to pay with respect to such claims. Based on the information presently available to it, management does not expect that the satisfaction of valid claims submitted pursuant to the settlement will have a material adverse effect on the Company's financial condition, results of operations or cash flows.

On November 1, 2001, the Environmental Protection Agency ("EPA") notified Jewel Food Stores, Inc., an indirect wholly-owned subsidiary of the Company, of alleged violations of the Clean Air Act. No notice of violation was issued, but the Company and the EPA entered into discussions that are expected to result in a consent decree establishing technical protocols for the refrigerant management program; setting a penalty of $0.1; and requiring Jewel to accelerate the industry's future obligation to substitute non-ozone depleting refrigerant for existing refrigerant in some of the Jewel stores.

On November 20, 2003, three consumers filed an action in California state court (Kerner, et al. v. Albertsons, Inc.; Ralphs Grocery Company; and Safeway Inc., dba Vons, a Safeway Company, Los Angeles Superior Court, Case No. BC306456), claiming that certain provisions of the agreements (the "Labor Dispute Agreements") between the Company, The Kroger Co. and Safeway Inc. (the "Retailers") which provided for "lock-outs" in the event that any Retailer was struck at any or all of its southern California facilities when the other Retailers were not and contained a provision designed to prevent the union from placing disproportionate pressure on one or more Retailer by picketing such Retailer(s) but not the other Retailer(s), violate California's Cartwright Act and the Unfair Competition Law. The lawsuit seeks unspecified monetary damages and injunctive relief. On February 2, 2004, the Attorney General for the State of California filed an action in Los Angeles federal court (California, ex rel Lockyer v. Safeway, Inc. dba Vons, a Safeway Company; Albertsons, Inc. and Ralphs Grocery Company, a division of The Kroger Co., United States District Court Central District of California, Case No. CV04-0687) claiming that certain provisions of the Labor Dispute Agreements violate section 1 of the Sherman Act. The lawsuit seeks declarative and injunctive relief. The Company filed its answer on February 24, 2004. The Company has strong defenses against these lawsuits and is vigorously defending them. Although these lawsuits are subject to uncertainties inherent in the litigation process, based on the information presently available to the Company, management does not expect that the ultimate resolution of these actions will have a material adverse effect on the Company's financial condition, results of operations or cash flows.

The Company is also involved in routine legal proceedings incidental to its operations. Management does not expect that the ultimate resolution of these legal proceedings will have a material adverse effect on the Company's financial condition, results of operations or cash flows.

The statements above reflect management's current expectations based on the information presently available to the Company. However, predicting the outcomes of claims and litigation and estimating related costs and exposures involve substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. In addition, the Company regularly monitors its exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and its estimates with respect to related costs and exposures. It is possible that material differences in actual outcomes, costs and exposures relative to current predictions and estimates, or material changes in such predictions or estimates, could have a material adverse effect on the Company's financial condition, results of operations or cash flows.

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Item 3A. Executive Officers of the Registrant.

Executive and Reporting Officers

                                                                                        Date First Appointed
                                  Age as of                                              as an Executive or
           Name                   3/26/04                Position                         Reporting Officer
           ----                   ---------              --------                       --------------------

Lawrence R. Johnston                 55    Chairman of the Board, Chief Executive              04/23/01
                                           Officer and President

Robert C. Butler                     55    Executive Vice President, Food Operations           03/21/00
                                           and President, Intermountain West Division

Romeo R. Cefalo                      54    Executive Vice President, Real Estate,              03/21/00
                                           Construction, Store Development and New
                                           Formats

Robert J. Dunst, Jr.                 43    Executive Vice President and Chief                  11/19/01
                                           Technology Officer

Clarence J. Gabriel                  50    Executive Vice President, Supply Chain              01/13/03

Kathy J. Herbert                     50    Executive Vice President, Human Resources           09/17/01

John R. Sims                         54    Executive Vice President and                        03/25/02
                                           General Counsel

Felicia D. Thornton                  40    Executive Vice President and Chief                  08/22/01
                                           Financial Officer

Kevin H. Tripp                       49    Executive Vice President, Operations and            12/11/00
                                           Pharmacy

Eric J. Cremers                      40    Senior Vice President, Corporate Strategy           07/15/02
                                           and Business Development

James F. Gentile                     52    Senior Vice President, Six Sigma Quality            02/20/04

Susan M. Neumann                     50    Senior Vice President, Education,                   11/20/03
                                           Communications and Public Affairs

Pamela S. Powell                     52    Senior Vice President, Customer Service             02/20/04

Peter F. Collins                     39    Group Vice President and Controller                 01/15/03

Lawrence R. Johnston has served as President since July 24, 2003 and Chairman of the Board and Chief Executive Officer since April 23, 2001. Previously he served as President and Chief Executive Officer, General Electric Appliances Division from November 1999; President and Chief Executive Officer, General Electric Medical Systems-Europe, Middle East and Africa from 1997; Chairman of General Electric Company's European Corporate Executive Council from 1998 to 1999 and Vice President, Sales and Distribution of GE Appliances Division from 1989 to 1997.

Robert C. Butler became Executive Vice President, Food Operations and President, Intermountain West Division on February 20, 2004. Previously he served as Executive Vice President, Operations from March 21, 2000; Senior Vice President, Merchandising from June 23, 1999 and Vice President, Southern California Division from 1996.

Romeo R. Cefalo became Executive Vice President, Real Estate, Construction, Store Development and New Formats on February 20, 2004. Previously he served as Executive Vice President, Operations from March 21, 2000; President, Southern California Region from June 23, 1999; Executive Vice President and General Manager of the Lucky South Division of American Stores Company from 1997; and Senior Vice President and General Manager of the same division from 1995.

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Robert J. Dunst, Jr. became Executive Vice President and Chief Technology Officer on November 19, 2001. Previously he served as Vice President, Applications Development, Safeway, Inc. (food and drug retailing) and Director, Systems Architecture and Infrastructure, Safeway, Inc. from 1995.

Clarence J. Gabriel became Executive Vice President, Supply Chain on January 13, 2003. Previously he served as President, Chief Executive Officer and Chairman of the Board, Newgistics, Inc. (returns management solutions for direct retailers) from June 2000 and Division President, Corporate Express from November 1997.

Kathy J. Herbert became Executive Vice President, Human Resources on September 17, 2001. Previously she served as Vice President, Human Resources, Jewel-Osco Division, American Stores Company and subsequently Albertsons from April 1998.

John R. Sims became Executive Vice President and General Counsel on March 25, 2002. Previously, he was Vice President and Deputy General Counsel with Federated Department Stores, Inc. (department store retailing) from 1990.

Felicia D. Thornton became Executive Vice President and Chief Financial Officer on August 22, 2001. Previously she was a business consultant for HASC (private real estate holdings) from January 2001; Group Vice President, The Kroger Co. (food and drug retailing) from February 1999 and Group Vice President, Corporate Planning and Accounting, The Kroger Co. from February 1996.

Kevin H. Tripp became Executive Vice President, Operations and Pharmacy on May 19, 2002. Previously he served as Executive Vice President, Drug and General Merchandise from December 11, 2000; President, Drug Region from June 1999; and Executive Vice President and General Manager, American Drug Stores from November 1997.

Eric Cremers became Senior Vice President, Corporate Strategy and Business Development on July 15, 2002. Previously he served as Managing Director, Investment Banking, U.S. Bancorp Piper Jaffrey (investment banking) from 1999 and Vice President, Strategy and Corporate Development, Pillsbury Co. (food manufacturing) from 1996.

James F. Gentile became Senior Vice President, Six Sigma Quality on February 20, 2004. Previously he served as President, Northern California Division from August 2002; Senior Vice President, Marketing - Midwest Division from February 2001; Vice President, Grocery and General Merchandise - Midwest Division from July 2001 and Vice President, Procurement - Midwest Division from 1994.

Susan M. Neumann was promoted to Senior Vice President, Education, Communications and Public Affairs on November 20, 2003. Previously she served as Group Vice President, Communications and Education from January 2002 and Vice President, Communications from January 1996.

Pamela S. Powell was promoted to Senior Vice President, Customer Service on February 20, 2004. Previously she served as Group Vice President, Marketing from May 2000; Vice President, Marketing from June 1999; and Senior Vice President, Sales & Marketing Support, American Stores Company from May 1998.

Peter F. Collins was promoted to Group Vice President and Controller on January 15, 2003. Previously he served as Group Vice President, Corporate Accounting and Reporting from July 2002; Partner, Arthur Andersen LLP (public accounting) from September 1998; and Senior Manager, Arthur Andersen LLP from September 1995.

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