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Financial Condition and Results of Operations of AB Acquisition" and 'Supplemental Management's Discussion and Analysis of Results of Operations of Safeway" included elsewhere in this prospectus and our consolidated financial statements and the related notes. OUR COMPANY We are one of the largest food

June 20, 2015, we operated 2,205 stores across 33 states under 18 well-known banners, including Albertson, Safeway, trans, Jewel-Osco, Shaw's, Acme, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market and Carrs. We operate in 121 Metropolitan Statistical Areas in the United States ("MSAs") and

Amendment No. 3 to Form S-1 Tabk of Contents Safeway We operate 1,247 Safeway stores in 19 states across the Western, Southern and Mid-Atlantic regions of the United States. We operate these stores un

regions of the United States. We operate these stores under the Safeway banner, which dates back to 1926, as well as the Vons, Pavilions, Randalls, Tom Thumb and Carrs banners. Our Safeway stores also provide convenience to our customers through a network of 980 in-store pharmacies and 340 adjacent fuel

local presence and national scale. As of June 20, 2015, we operated 2,205 stores across 33 states under 18 well-known banners, including Albertsons, Safeway, Vons, Jewel-Osco, Shaw's, Acme, Tom Thumb, Randslls, United Supermarkets, Pavilions, Star Market and Carrs. We operate in 121 MSAs and are ranked

June 20, 2015, we operated 2,205 stores across 33 states under 18 well-known banners, including Albertsons, Safeway, Vons, Jewel-Osco, Shaw's, Acme, Tom Thumb, Randslls, United Supermarkets, Pavilions, Star Market and Carrs. We operate in 121 MSAs and are ranked #1 or #2 by market share in 68% of them. We

1.5% of our fiscal 2014 sales on a pro forma basis, including 115 remodel and upgrade projects and excluding approximately $300 million of one-time Safeway-related integration-related capital expenditures in fiscal 2015, in advance of anticipated sales of surplus assets. We expect to incur approximately

for Life and other trademarks such as United Express, United Supermarkets, Amigos, Market Street, Lucky, Pak'N Save Foods, Vons, Pavilions, Rendes, Tom Thumb, Carrs Quality Centers, ACME, Say-On, Shaw's, Star Market, Super Saver and Jewel-Osco. Seasonality Our business is generally not seasonal in natur

posed of retail food businesses and in-store pharmacies with operations primarily located throughout the United States under the banners Albertsons, Safeway, Vons. Pavilions, Randalls, Tom Thumb. Carrs Quality Centers, United Supermarkets, Market Street, Amigos, United Express, Say-On, Jewel-Osco, ACME,

in-store pharmacies with operations primarily located throughout the United States under the banners Albertsons, Safeway, Vons. Pavilions, Randalls, Tom Thumb. Carrs Quality Centers, United Supermarkets, Market Street, Amigos, United Express, Say-On, Jewel-Osco, ACME, Shaw's and Star Market. The Company al

periods within those fiscal years. Early application is permitted. The Company is currently evaluating the impact of this ASU. Note 2—Acquisitions Safeway acquisition On January 30, 2015, the Company completed its acquisition of Safeway by acquiring all of the outstanding shares of Safeway for cash co

us sale of the PDC assets. At the time of the acquisition, Safeway operated 1,325 supermarkets under the banners Safeway, Vons, Pavilions, Randalls, Tom Thumb and Carrs Quality Centers, with an extensive network of distribution, manufacturing and food processing facilities. Safeway also owned and operated