ffering. Asa result of the foregoing transactions, an aggregate of 349,832,761, 56,429,497 and 3,570,701 shares of our common stock will be owned by Albertsons Investor, Kimco and Management Holdco, respectively. The chart below summarizes our corporate structure after giving effect to this offering and the IPO-Rel

ghout the United States predominantly anchored by national retailers. Our Sponsors will indirectly control us through their respective ownership of Albertsons Investor and Kimco and will continue to be able to control the election of our directors, determine our corporate and management policies and determine, with

any attempt by our stockholders to replace members of our management team. Examples of such provisions are as follows: from and after such date that Albertsons Investor, Kimco, Management Holdco and their respective Affiliates (as defined in Rule 12b-2 of the Exchange Act), or any person who is an express assignee o

available to us. So long as the Cerberus-led Consortium continues to own a significant amount of the outstanding shares of our common stock through Albertsons Investor and Kimco, the Cerberus-led Consortium will continue to be able to strongly influence or effectively control our decisions, including potential merg

effected at a duly called stockholder meeting and actions by our stockholders by written consent will be prohibited; from and after such date that Albertsons Investor, Kimco, Management Holdco and their respective Affiliates (or any person who is an express assignee or designee of Albertsons Investor, Kimco or Man

hese shares will become eligible for sale, in some cases subject to the requirements of Rule 144. In addition, the Cerberus-led Consortium, through Albertsons Investor, will have substantial demand and incidental registration rights, as described in "Certain Relationships and Related Party Transactions—Stockholders

ble rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Controlled Company Upon completion of this offering, Albertsons Investor, Kimco and Management lioldco. as a group, will control a majority of our outstanding common stock. As a result, we are a "controlled company" withi

res of common stock (on a pro rata and pan passu basis) in that registration with all registration expenses paid by us. Prior to the distribution by Albertsons Investor of all of our common stock it holds as of the completion of this offering to its equityholders, Holders other than Albertsons Investor will not be e

rch 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 Management Holdco under such agreement are described below: Registratio

ght to designate a replacement who satisfies the Director Requirements to fill such vacancy. Indemnification; Expenses We have agreed to indemnify Albertsons Investor, Kimco, Management Holdco or any Holder, against any losses or damages resulting from any untrue statement or omission of material fact in any regis

derwriters' 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 table above reflect indirect ow

to the Albertsons Investor LLC Agreement and the Stockholders' Agreement, prior to the 50% Trigger Date, a majority vote of the management board of Albertsons Investor is required to designate directors to our board of directors if the designated directors consist of four designees of Cerberus (if Cerberus so reque

ictions under the Albertsons Investor LLC Agreement The Albertsons Investor LLC Agreement will restrict the distribution of our common stock held by Albertsons Investor to the members of Albertsons Investor for a period that is the earlier of (x) four years beginning on the date of our listing on the NYSE and (y) t

our forum selection provision to be inapplicable or unenforceable. Stockholders' Agreement Registration Rights Upon the closing of this offering, Albertsons Investor or, if Albertsons Investor is no longer a holder of registrable securities, Holders owning more than 5% of our then-outstanding common stock, will h

mendment No. 3 to Form S-1 Table of Cantab. Limitations and Expenses Other than in a demand registration, with specified exceptions, the rights of Albertsons Investor, Kimco and Management Holdco or, if Albertsons Investor is no longer a Holder, the Holders, to include shares in a registration are subject to the r