gin performance better than expected (trading +4.5%) • Qualcomm O2 sales miss on licensing slowdown & eps/rev view disappointed (trading -3.7%) • Safeway operating results weak as swung to a loss but sales & comps up in Q1 (trading up small) • Texas Instruments lc beat, sees gm's rising on lower cape

"No Soliciting" sign (a friend had tipped her off that it was all right to try), provided reinforcements to University of Arizona freshmen outside Safeway who had already consumed multiple boxes in the preceding days and tried to close another deal in Spanish. She pulls an oversize wagon stuffed with

a "No Soliciting" sign (a friend had tipped her off that it was all right to try), provided reinforcements to University of Arizona freshmen outside Safeway who had already consumed multiple boxes in the preceding days and tried to close another deal in Spanish. EFTA00396267 She pulls an oversize wago

iew: NYSE Euronext CEO Duncan Niederauer Barron's<http://online.barrons.com/article/SB50001424053111903835404577348180818113536.html> WSJ cautious: Safeway (SWY) Barron's<http://online.wsj.com/article/S810001424052702304331204577356210545503368.html? mod=ITP_moneyandinvesting_5> Spain Steps Up Argenti

scal year included 53 weeks. The fiscal years ended February 20. 2014, February 21. 2013, February 23, 2012 and February 24, 2011 included 52 weeks. Safeway's last three fiscal years prior to the Safeway acquisition consisted of the 53-week period ended January 3, 2015, the 52-week period ended December

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

r cash flows as reported under GAAP. Some of these limitations are: • Non-GAAP Measures do not reflect the anticipated synergies associated with the Safeway acquisition; • Non-GAAP Measures do not reflect certain one-time or non-recurring cash costs to achieve the anticipated synergies associated with t

factor in the acceleration of identical store sales growth across our SVU Albertsons Stores and NAI Stores. Identical store sales growth across our Safeway stores has also accelerated, and we believe that the implementation of our operating playbook to the Safeway stores, together with other factors. i

. • We may not be able to achieve the full amount of synergies that are anticipated, or achieve the synergies on the schedule anticipated, from the Safeway acquisition. • Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations

Star Market banners with SuperValu on a store-by-store basis. We anticipate extending the expansive and high-quality own brand program developed at Safeway across all of our banners. We believe our increased scale will help us to optimize and improve our vendor relationships. We also plan to achieve mar

on to realizing increased sales, profitability and free cash flow through the implementation of our operating playbook, we expect synergies from the Safeway acquisition to enhance our profitability and free cash flow over the next few years. OUR INTEGRATION HISTORY Over the past nine years, we have com

ts such as Albertsons' fresh fruit and vegetables cut in-store and a broader assortment and new fixtures for our wine and floral shops, implementing Safeway's successful strategy across many of our banners. We believe the combination of these actions and initiatives, together with the attractive industry

ks associated with integrating this acquisition with our business and the achievement of expected synergies. See "Risk Factors—Risks Related to the Safeway and A&P Acquisitions and Integration? Anticipated Refinancing We have had preliminary discussions with potential lenders, financial intermediaries

annual management fees of $13.75 million from our company over a 48-month period beginning on January 30, 2015, the date of the consummation of the Safeway acquisition. We paid the Cerberus-led Consortium management fees totaling $15 million for fiscal 2014, $6 million of which was paid under the previo

ncial results. Increased pension expenses, contributions and surcharges may have an adverse impact on our financial results. In connection with the Safeway acquisition, we assumed Safeway's defined benefit retirement plans for substantially all Safeway employees not participating in multiemployer pensio

Amendment No. 3 to Form S-I (a) Acluals include acquired Mores irrespective of date of acquisition and exclude United. (b) Includes Safeway's Eastern Division, now owned by NAI. 19 http:Amw.sec.gov Archi% edg,aridata/1646972/000119312515335826'd900395dsla.htm[10/4/2015 9:03:02 AM] CON

Amendment No. 3 to Form S-I Table of Contents The Safeway acquisition had a material impact on our results of operations. Accordingly, we have included in this prospectus pro forma information which gives e

ed Commencing on January 31. 2015. ow consolidated financial statements also include the financial position, results of operations and cash flows of Safeway. (2) The pro forma information for fiscal 2014. the first quarter of fiscal 2014 and the 12 months ended June 20. 2015 includes the pre-combination

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

en a thing some people are concerned about. but it hasn't really played out. The only case I remember was when CaIPERS ran a proxy fight against Safeway shortly after the company had a labor dispute and strike. The CaIPERS' chairman was quickly removed because of fiduciary conflicts. Why did you