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al financial statements may not be indicative of future performance. In light of our acquisitions of NAI in March 2013, United in December 2013, and Safeway in January 2015, our operating results only reflect the impact of those acquisitions from those respective dates, and therefore comparisons with pri

Dominick's stores in the fourth quarter of 2013. In addition, PDC was sold in December 2014, and Safeway's 49% interest (the "Casa Ley Interest") in Casa Ley, S.A. de C.V. (-Casa Ley"), a Mexico-based food and general merchandise retailer, is expected to be divested, with the net proceeds being paid to S

ted as of August 25, 2014 and made effective as of January 30. 2015. The proceeds from the ABS/Safeway Term Loan Facilities were used to finance the Safeway acquisition and pay fees and expenses related to the foregoing. As of June 20. 2015, $6,048.3 million in aggregate principal amount was outstanding

ce the Safeway acquisition, (ii) refinance pre-existing debt and (iii) pay fees and expenses related to the foregoing as well as the sale of PDC and Casa Ley. One or more funds or accounts managed or advised by an investment management affiliate of Guggenheim Securities, LLC are lenders under the ABS/Saf

Amendment No. 3 to Form S-1 Table of Contents issuing contingent value rights with an estimated fair value of $1.03 and $0.05 per share relating to Safeway's 49% interest in Casa Ley and deferred considerations related to Safeway's previous sale of the PDC assets, respectively, for an aggregate fair val

1 Table of Contents issuing contingent value rights with an estimated fair value of $1.03 and $0.05 per share relating to Safeway's 49% interest in Casa Ley and deferred considerations related to Safeway's previous sale of the PDC assets, respectively, for an aggregate fair value of $270.9 million. At t

t owed by Haggen for the purchased inventory during the second quarter ended September 12, 2015. Appraisal of Safeway Inc.: Certain stockholders of Safeway common stock sought appraisal rights under Section 262 of the Delaware General Corporation Law, requesting a determination that the per share acquis

ximately 17.7 million shares. In May 2015, the Company settled with stockholders holding approximately 14.0 million shares for $621 million plus one Casa Ley contingent value right (TVR') for each Safeway share. The settlement consisted of $487 million ($34.92 per share) of purchase consideration and $134

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,

Operating Company, LLC, an online grocery channel, doing business under the names Safeway.com and Vons.com. The Company also has a 49% ownership in Casa Ley, S.A. de C.V. ("Casa Ley"), which operates 206 food and general merchandise stores in Western Mexico. AB Acquisition LLC has no separate assets or l

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

of $34.92 per share, or $8,263.5 million, and issuing contingent value rights of $1.0266 and $0.0488 per share relating to Safeway's 49% interest in Casa Ley and deferred consideration related to Safeway's previous sale of the Property Development Centers, LLC ("PDC) assets, respectively, for an aggregate

e operations are payable by the equity members in accordance with their respective ownership percentages. The Company conducts the operations of its Safeway, NAI and United operations through Subchapter C Corporations. The Company provides for federal and state income taxes on its Subchapter C Corporatio

ods, operate in similar regulatory environments and purchase merchandise from similar or the same vendors. Except for an equity method investment in Casa Ley, all of the Company's retail operations are domestic. F-39 (Continued) Mtn. um V.. sec.go% Archi% es editor data' 1646972 000119312515335826'd9003

ercompany transactions and balances have been eliminated in consolidation. The Company's investment in Casa Ley is reported using the equity method. Safeway's equity in earnings of Casa Ley is based on financial information prepared in accordance with accounting principles generally accepted in the Unite

m S-1 Table of Contents SAFEWAY INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The Company also has a 49% ownership interest in Casa Ley, S.A. de C.V. ("Casa Ley"), which operates 206 food and general merchandise stores in Western Mexico. See Note V. Basis of Presentation The consoli

ng of the Merger and immediately prior to the effective time of the Merger, each outstanding, unexpired and unexercised option to purchase shares of Safeway common stock (each, a "Safeway Option"), that was granted under any equity incentive plan of Safeway, including the 1999 Amended and Restated Equity

rformance Share Award (after taking into account any vesting as a result of the Merger) and (B) the Per Share Cash Merger Consideration and (ii) one Casa Ley CVR and one PDC CVR in respect of each vested share of Safeway common stock subject to such Performance Share Award. Immediately prior to the effec

99.0 $(0.5) (73.8) Note V: Subsequent Event Merger Closing Pursuant to the Merger Agreement, on January 30, 2015, Merger Sub merged with and into Safeway with Safeway surviving the Merger as a wholly owned subsidiary of Albertsons Holdings. Further, each share of common stock of Safeway issued and ou

on relating to the sale of PDC and $0.008 in cash consideration relating to a dividend that Safeway received in December 2014 on its 49% interest in Casa Ley. i. one contingent value right ("CVR") relating to Safeway's interest in Casa Ley, and iii. one contingent value right relating to any deferred c