SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Albertsons Companies, Inc. Delaware (State or other jurisciction of incorporation or organization) (Addres (Exact name of registrant as specified In its charter) 5411 (P

r shall cause its directors appointed to our board of directors to vote in favor of maintaining a 13-person board. In connection with this offering, Albertsons Companies, Inc. will enter into a stockholders agreement with Albertsons Investor, Kimco and Management Holdco (the "Stockholders' Agreement"), and if a permitted

Amendment No. 3 to Form S-1 Table of Contents THE OFFERING Issuer Albertsons Companies, Inc. Common stock outstanding immediately before this 409,832,959 shares.(1) offering Common stock offered by us 65,306,122 shares. Common stock to b

Amendment No. 3 to Form S-1 j'ahk of Contents Furthermore, in connection with this offering, Albertsons Companies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor, Kimco and Management Holdco. Pursuant to the Stockholders' Agreement, we will

s and distributions and other transfers from our subsidiaries to make dividend payments. Following the consummation of the IPO-Related Transactions, Albertsons Companies, Inc. will be subject to restrictions under agreements governing its debt instruments and it and its subsidiaries will be subject to general restrictions

sing the Safeway acquisition; the IPO-Related Transactions; and the issuance of 65,306,122 shares of common stock in the initial public offering of Albertsons Companies, Inc. and the application of $1,531 million of the net proceeds from the sale of such shares (assuming the midpoint of the price range set forth on the c

] acquisition; and the operating loss of NAI. As part of the IPO-Related Transactions, all of our operating subsidiaries will become subsidiaries of Albertsons Companies, Inc., a Delaware corporation, and, as a result, all of our operations will be taxable as part of a consolidated group for federal and state income tax p

greement, Albertsons Investor, or any Holder (other than Kimco Realty), will have the following board representation rights: from the date on which Albertsons Companies, Inc. is no longer a controlled company under the applicable rules of the NYSE but prior to the 35% Trigger Date, Albertsons Investor shall have the right

er with the promissory notes issued thereunder, were terminated effective March 28, 2014. Stockholders' Agreement In connection with this offering, Albertsons Companies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor, Kimco and Management Holdco. The rights of Albertsons Investor, Kimco and Mana

er the offering assumes exercise of underwriters' option to purchase additional shares in full. (2) All the issued and outstanding common stock of Albertsons Companies, Inc. is held by Albertsons Investor, Management Holdco and Kimco. Accordingly, shareholdings of directors and named executive officers reflected in the t

to be complete and is qualified in its entirety by reference to the instruments and agreements described. Pursuant to the IPO-Related Transactions, Albertsons Companies, Inc., as the surviving corporation of the merger of Albertson's Holdings LLC into it, will become a guarantor under the Albertsons/Safeway Term Loan Agre

Amendment No. 3 to Form S-1 Table of Contents INDEX TO FINANCIAL STATEMENTS Albertsons Companies, Inc. Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 23. 2015 F-3 Not

Amendment No. 3 to Form S-1 Table of Contents ALBERTSONS COMPANIES, INC. Notes to the Balance Sheet Note 1—Organization Albertsons Companies, Inc. (the "Company") was formed as a Delaware corporation on June 23, 2015. Pursuant to a planned reorganization and initial public offering, the Company

Amendment No. 3 to Form S-I Table of Content' 65,306,122 Shares aAlbertsons relit! Albertsons Companies, Inc. Common Stock PRELIMINARY PROSPECTUS Goldman, Sachs & Co. Deutsche Bank Securities BofA Merrill Lynch Citigroup Morgan Stanley Credit Suisse

statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 2, 2015. Albertsons Companies, Inc. By: /s/ Robert G. Miller Name: Robert G. Miller Title: Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Off

Amendment No. 3 to Form S-1 Table of Contents Exhibit No. Exhibit Description 10.18— Employment Agreement, dated September 21, 2015, among Albertsons Companies, Inc., Justin Dye and, solely for the purpose of Section 9.8 thereof, New Albertson's, Inc. 10.19*** Letter Agreement, dated September 18, 2015, between

m S-1 Table of Contents Item 16. Exhibits and Financial Statement Schedules Exhibit No. Exhibit Description Form of Underwriting Agreement among Albertsons Companies, Inc. and the Underwriters Certificate of Incorporation of Albertsons Companies, Inc., including Amendment of Certificate of Incorporation, dated Septemb

Amendment No. 3 to Form S-1 Jahk of Contents Exhibit No. Exhibit Description Form of Underwriting Agreement among Albertsons Companies, Inc. and the Underwriters 3.1"" Certificate of Incorporation of Albertsons Companies, Inc., including Amendment of Certificate of Incorporation, dated