FORM S-1

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

This is an initial public offering of our common stock. We are offering shares of our common stock. All of the shares of common stock are being sold by us.

We expect the initial public offering price to be between $ and $ per share. Currently, no public market exists for our common stock. We intend to apply for listing of our common stock on the under the symbol “ .”

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus to read the factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters may also purchase up to an additional shares of common stock from us at the initial public offering price, less the underwriting discount, within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares of our common stock to investors against payment on or about , 2015 through the book-entry facilities of The Depository Trust Company.

Until , 2015 (25 days after the date of this prospectus), all dealers that buy, sell, or trade shares of our common stock, whether or not participating in our initial public offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We and the underwriters have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.

Albertsons Companies, Inc., the registrant whose name appears on the cover of this registration statement, is a newly formed Delaware corporation. Shares of common stock of Albertsons Companies, Inc. are being offered by the prospectus that forms a part of this registration statement. AB Acquisition LLC (“AB Acquisition”) is a Delaware limited liability company. Albertsons Companies, Inc. was formed solely for the purpose of reorganizing the organizational structure of AB Acquisition and its direct and indirect consolidated subsidiaries in order for the registrant to be a corporation rather than a limited liability company. In connection with, and prior to and/or concurrently with the closing of, this offering, each member of AB Acquisition will directly or indirectly contribute all of its equity interests in AB Acquisition to Albertsons Companies, Inc. in exchange for shares of common stock of Albertsons Companies, Inc. As a result, AB Acquisition and its direct and indirect consolidated subsidiaries will become wholly-owned subsidiaries of Albertsons Companies, Inc. See “IPO-Related Transactions and Organizational Structure” for additional information.

As used in this prospectus, unless the context otherwise requires, references to (i) the terms “company,” “AB Acquisition,” “Albertsons Companies, Inc.,” “we,” “us” and “our” refer to AB Acquisition LLC and its consolidated subsidiaries for periods prior to the consummation of the IPO-Related Transactions (as defined herein), and, for periods as of and following the consummation of the IPO-Related Transactions, to Albertsons Companies, Inc. and its consolidated subsidiaries, (ii) the terms “Albertsons” and “Albertson’s Holdings” refer to Albertson’s LLC and Albertson’s Holdings LLC, and, where appropriate, their subsidiaries, (iii) the term “NAI” refers to New Albertson’s, Inc., and, where appropriate, its subsidiaries, (iv) the term “NAI Holdings” refers to NAI Holdings LLC, and, where appropriate, its subsidiaries, (v) the term “United” refers to United Supermarkets, LLC, (vi) the term “Safeway” refers to Safeway Inc. and, where appropriate, its subsidiaries, and (vii) references to our “Sponsors” or the “Cerberus-led Consortium” refer to, collectively, Cerberus Capital Management, L.P. (“Cerberus”), Kimco Realty Corporation (“Kimco Realty”), Klaff Realty, LP (“Klaff Realty”), Lubert-Adler Partners, L.P. (“Lubert-Adler”), Schottenstein Stores Corporation (“Schottenstein Stores”) and their respective controlled affiliates and investment funds. For the convenience of the reader, except as the context otherwise requires, all information included in this prospectus is presented giving effect to the consummation of the IPO-Related Transactions.

Prior to this offering, we will effect the IPO-Related Transactions described under “IPO-Related Transactions and Organizational Structure.” The consolidated financial statements and consolidated financial data included in the prospectus are those of AB Acquisition and its consolidated subsidiaries and do not give effect to the IPO-Related Transactions. Other than the audited balance sheet, dated as of June 23, 2015, the historical information of Albertsons Companies, Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.

We acquired Safeway on January 30, 2015, United on December 29, 2013 and NAI on March 21, 2013. Accordingly, this prospectus also includes the following historical financial statements:

We use a 52 or 53 week fiscal year ending on the last Saturday in February each year. Prior to fiscal year 2014, we used a 52 or 53 week fiscal year ending on the closest Thursday before the last Saturday in February each year. For ease of reference, unless the context otherwise indicates, we identify our fiscal years in this prospectus by reference to the calendar year of the first day of such fiscal year. For example, “fiscal 2014” refers to our fiscal year ended February 28, 2015 and “fiscal 2015” refers to our fiscal year ending February 27, 2016. Our first quarter consists of 16 weeks, and our second, third and fourth quarters generally consist of 12 weeks. For the fiscal year ended February 28, 2015, the fourth quarter included 13 weeks, and the fiscal 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 28, 2013 and the 52-week period ended December 29, 2012.

As used in this prospectus, the term “identical store sales” is defined as stores operating during the same period in both the current year and the prior year, comparing sales on a daily basis. Fuel sales are excluded from identical store sales. Fiscal 2014 is compared with the 53-week period ending February 27, 2014. Acquired stores become identical on the one-year anniversary date of their acquisition. Stores that are open during remodeling are included in identical store sales. The stores divested in order to secure Federal Trade Commission (“FTC”) clearance of the Safeway acquisition are excluded from the identical store sales calculation beginning on December 19, 2014, the announcement date of the divestitures. Also included in this prospectus, where noted, are supplemental identical store sales measures for acquired stores calculated irrespective of their acquisition dates.

This prospectus contains unaudited pro forma financial information prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of continuing operations for fiscal 2014 gives pro forma effect to:

in each case as if such transactions had been consummated on February 21, 2014, the first day of fiscal 2014. The unaudited pro forma condensed consolidated balance sheet as of February 28, 2015 gives pro forma effect to the IPO-Related Transactions and this offering as if such transactions had occurred on February 28, 2015. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

This prospectus includes our trademarks and service marks, including ALBERTSONS^®, SAFEWAY^®, ACME^®, AMIGOS^®, CARRS^®, JEWEL-OSCO^®, MARKET STREET^®, PAVILIONS^®, RANDALLS^®, SAV-ON^®, SHAW’S^®, STAR MARKET^®, TOM THUMB^®, UNITED EXPRESS^®, UNITED SUPERMARKETS^®, VONS^®, EATING RIGHT^®, LUCERNE^®, O ORGANICS^®, OPEN NATURE^®, MyMixx^® and just for U^®, which are protected under applicable intellectual property laws and are the property of our company and its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ^TM symbols. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

This prospectus includes market and industry data and outlook, which are based on publicly available information, reports from government agencies, reports by market research firms and/or our own estimates based on our management’s knowledge of and experience in the markets and businesses in which we operate. We believe this information to be reasonable based on the information available to us as of the date of this prospectus. However, we have not independently verified market and industry data from third-party sources. Historical information regarding supermarket and grocery industry revenues, including online grocery revenues, was obtained from IBISWorld. Forecasts regarding Food-at-Home inflation was obtained from the U.S. Department of Agriculture. Information with respect to our market share was obtained from Nielsen ACView All Outlets Combined (Food, Mass and Dollar but excluding Drug) for the first quarter of 2015. This information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. In addition, market conditions, customer preferences and the competitive landscape can and do change significantly. As a result, you should be aware that the market and industry data included in this prospectus and our estimates and beliefs based on such data may not be reliable. We do not make any representations as to the accuracy of such industry and market data.

In addition, appraisals of our properties described herein are only an estimate of value, as of the specific date stated in the appraisal, which speaks only as of the date of the appraisal and is subject to the assumptions and limiting conditions stated in the report. As an opinion it is not a measure of realizable value and may not reflect the amount which would be received if the property were sold. Excerpts or portions of a report in this prospectus do not necessarily convey all of the limitations, conditions, assumptions or qualifications of the report that influenced the opinion of value. Nothing herein shall constitute an admission that the preparer of the report is an expert within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission (the “SEC”). While we and the underwriters are not aware of any misstatements regarding any appraisals, market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

We define EBITDA as generally accepted accounting principles (“GAAP”) earnings (net income (loss)) before interest, income taxes, depreciation, and amortization. We define Adjusted EBITDA as earnings (net income (loss)) before interest, income taxes, depreciation, and amortization, further adjusted to eliminate the effects of items management does not consider in assessing our ongoing performance. We define Adjusted Net Income as GAAP net income (loss) adjusted to eliminate the effects of items management does not consider in assessing ongoing performance. See “Prospectus Summary—Summary Consolidated Historical and Pro Forma Financial and Other Data” for further discussion and a reconciliation of Adjusted EBITDA and Adjusted Net Income.

EBITDA, Adjusted EBITDA and Adjusted Net Income (collectively, the “Non-GAAP Measures”) are performance measures that provide supplemental information we believe is useful to analysts and investors to evaluate our ongoing results of operations, when considered alongside other GAAP measures such as net income, operating income and gross profit. These Non-GAAP Measures exclude the financial impact of items management does not consider in assessing our ongoing operating performance, and thereby facilitate review of our operating performance on a period-to-period basis. Other companies may have different capital structures or different lease terms, and comparability to our results of operations may be impacted by the effects of acquisition accounting on our depreciation and amortization. As a result of the effects of these factors and factors specific to other companies, we believe EBITDA, Adjusted EBITDA and Adjusted Net Income provide helpful information to analysts and investors to facilitate a comparison of our operating performance to that of other companies. We also use Adjusted EBITDA, as further adjusted for additional items defined in our debt instruments, for board of director and bank compliance reporting. Our presentation of Non-GAAP Measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Non-GAAP Measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:

Because of these limitations, Non-GAAP Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Non-GAAP Measures only for supplemental purposes. Please see our consolidated financial statements contained in this prospectus.

Pro Forma Adjusted EBITDA and Pro Forma Adjusted Net Income, as presented in this prospectus, are also supplemental measures of our performance that are not required by or presented in accordance with GAAP. See “Prospectus Summary—Summary Consolidated Historical and Pro Forma Financial and Other Data” for additional information.

PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you or that you should consider before buying shares of our common stock. You should read the entire prospectus carefully. The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. In particular, you should read the sections entitled “Risk Factors,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of 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 and drug retailers in the United States, with both strong 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, Randalls, United Supermarkets, Pavilions, Star Market and Carrs. We operate in 121 Metropolitan Statistical Areas in the United States (“MSAs”) and are ranked #1 or #2 by market share in 68% of them. We provide our customers with a service-oriented shopping experience, including convenient and value-added services through 1,698 pharmacies and 378 adjacent fuel centers. We have approximately 265,000 talented and dedicated employees serving on average more than 33 million customers each week.

Our operating philosophy is simple: we run great stores with a relentless focus on driving sales growth. We believe that our management team, with decades of collective experience in the food and drug retail industry, has developed a proven and successful operating playbook that differentiates us from our competitors.

We implement our playbook through a decentralized management structure. We believe this approach allows our division and district-level leadership teams to create a superior customer experience and deliver outstanding operating performance. These leadership teams are empowered and incentivized to make decisions on product assortment, placement, pricing, promotional plans and capital spending in the local communities and neighborhoods they serve. Our store directors are responsible for implementing our operating playbook on a daily basis and ensuring that our employees remain focused on delivering outstanding service to our customers.

We believe that the execution of our operating playbook enables us to grow sales, profitability and free cash flow across our business. During fiscal 2014, excluding Safeway, our identical store sales grew at 7.2%. At Safeway, prior to our acquisition, the rate of identical store sales growth accelerated from 1.4% in fiscal 2013 to 3.0% in fiscal 2014, and we believe that implementation of our playbook will enable us to further accelerate this rate. We are currently executing on an annual synergy plan of approximately $800 million related to the acquisition of Safeway, which we expect to achieve by the end of fiscal 2018. We expect to deliver annual run-rate synergies of approximately $440 million by the end of fiscal 2015.

For fiscal 2014 on a pro forma basis, we would have generated net sales of $57.5 billion, Adjusted EBITDA of $2.4 billion and free cash flow (which we define as Adjusted EBITDA less capital expenditures) of $1.5 billion. In addition 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 completed a series of acquisitions, beginning with our purchase of Albertson’s LLC in 2006 (the “Legacy Albertsons Stores”). This was followed in March 2013 by our acquisition of NAI from SUPERVALU INC. (“SuperValu”), which included the Albertsons stores that we did not already own (the “SVU Albertsons Stores” and, together with the Legacy Albertsons Stores, the “Albertsons Stores”) and stores operating under the Acme, Jewel-Osco, Shaw’s and Star Market banners (the “NAI Stores”). In December 2013, we acquired United, a regional grocery chain in North and West Texas. In January 2015, we acquired Safeway in a transaction that significantly increased our scale and geographic reach. We have also completed the divestiture of 168 stores required by the FTC in connection with the Safeway acquisition.

OUR OPERATING PLAYBOOK

Our operating playbook covers every major facet of store-level operations and is executed by local leadership under the supervision of our executive management team. Our playbook is based on the following key concepts:

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Operate Our Stores to the Highest Standards. We ensure that our stores are always “full, fresh, friendly and clean.” Our efforts are driven through our rigorous G.O.L.D. (Grand Opening Look Daily) program that is focused on delivering fresh offerings, well-stocked shelves, and clean and brightly lit departments.

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Deliver Superior Customer Service. We focus on providing superior customer service. We consistently invest in store labor and training, and our simple and well-understood sales- and EBITDA-based bonus structure ensures that our employees are properly incentivized. We measure customer satisfaction scores weekly and hold management accountable for continuous improvement. Our focus on customer service is reflected in our improving customer satisfaction scores and identical store sales growth.

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Provide a Compelling Product Offering. We focus on providing the highest quality fresh, natural and organic assortments to meet the demands of our customers, including through our private label brands, which we refer to as our own brands, such as Open Nature and O Organics. In addition, we offer high-volume, high-quality and differentiated signature products, including fresh fruit and vegetables cut in-store, cookies and fried chicken prepared using our proprietary recipes, in-store roasted turkey and freshly baked bread. Our decentralized operating structure enables our divisions to offer products that are responsive to local tastes and preferences.

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Offer an Attractive Value Proposition to Our Customers. We maintain price competitiveness through systematic, selective and thoughtful price investment to drive customer traffic and basket size. We also use our loyalty programs, including just for U, MyMixx and our fuel-based rewards programs, as well as our strong own brand assortment, to improve customer perception of our value proposition.

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Drive Innovation Across our Network of Stores. We focus on innovation to enhance our customers’ in-store experience, generate customer loyalty and drive traffic and sales growth. We ensure that our stores benefit from modern décor, fixtures and store layout. We systematically monitor emerging trends in food and source new and innovative products to offer in our stores. In addition, we are focused on continuing to deliver personalized and promotional offers to further develop our relationship with our customers and on expanding our online and home delivery options.

The following map represents our regional banners and combined store network as of June 20, 2015. We also operate 30 strategically located distribution centers and 21 manufacturing facilities. Approximately 48% of our operating stores are owned or ground-leased. Together, our owned and ground-leased properties have a value of approximately $10.5 billion based on appraisals conducted in January 2013 and January 2014 (as adjusted for FTC divestitures).

LOGO

OUR COMPETITIVE STRENGTHS

We believe the following strengths differentiate us from our competitors and contribute to our ongoing success:

Powerful Combination of Strong Local Presence and National Scale. We operate a portfolio of well-known banners with both strong local presence and national scale. We have leading positions in many of the largest and fastest-growing MSAs in the United States. Given the long operating history of our banners, many of our stores form an important part of the local communities and neighborhoods in which they operate and occupy “First-and-Main” locations. We believe that our combination of local presence and national scale provides us with competitive advantages in brand recognition, customer loyalty and purchasing, marketing and advertising and distribution efficiencies.

Best-in-Class Management Team with a Proven Track Record. We have assembled a best-in-class management team with decades of operating experience in the food and drug retail industry. Our Chairman and Chief Executive Officer, Bob Miller, has over 50 years of food and drug retail experience, including serving as Chairman and CEO of Fred Meyer and Rite Aid and Vice Chairman of Kroger. We have created an Office of the CEO to set long-term strategy and annual objectives for our 14 divisions. The Office of the CEO is comprised of Bob Miller, Wayne Denningham (Chief Operating Officer), Justin Dye (Chief Administrative Officer) and Shane Sampson (Chief Marketing and Merchandising Officer), each of whom brings significant leadership and operational experience with long tenures at our company and within the industry. Our Executive and Senior Vice Presidents and our division, district and store-level leadership teams are also critical to the success of our business.

Our nine Executive Vice Presidents, 15 Senior Vice Presidents and 14 division Presidents have an average of almost 23, 32 and 24 years of service, respectively, with our company.

Proven Operating Playbook. Our operating playbook has enabled us to accelerate identical store sales growth. The Legacy Albertsons Stores have delivered positive identical store sales growth in each of the past 16 fiscal quarters. In fiscal 2014, we delivered identical store sales growth of 8.2% across the SVU Albertsons Stores, and 9.1% across the NAI Stores, compared with negative 4.8% for each of them in fiscal 2012 (prior to their acquisition). Our Safeway stores delivered identical store sales growth of 3.0% in fiscal 2014, compared to 1.4% in fiscal 2013, and we believe that implementation of our playbook will enable us to further accelerate our sales growth.

Strong Free Cash Flow Generation. Our strong operating results, in combination with our disciplined approach to capital allocation, have resulted in the generation of strong free cash flow. On a pro forma basis, we would have generated free cash flow of approximately $1.5 billion in fiscal 2014. Our ability to grow free cash flow will be enhanced by the synergies we expect to achieve from our acquisition of Safeway. We expect to deliver approximately $800 million of annual synergies by the end of fiscal 2018, including approximately $440 million on an annual run-rate basis by the end of fiscal 2015.

Significant Acquisition and Integration Expertise. Growth through acquisition is an important component of our strategy, both to enhance our competitiveness in existing markets (as with recent acquisitions for our Jewel-Osco banner) and to expand our footprint into new markets (as with the United acquisition). We have developed a proprietary and repeatable blueprint for integration, including a clearly defined plan for the first 100 days. We believe that our ability to integrate acquisitions is significantly enhanced by our decentralized approach, which allows us to leverage the expertise of incumbent local management teams. We have also developed significant expertise in synergy planning and delivery. We believe that the acquisition and integration experience of our management team, together with the considerable transactional expertise of our equity sponsors, positions us well for future acquisitions as the food and drug retail industry continues to consolidate.

OUR STRATEGY

Our operating philosophy is simple: we run great stores with a relentless focus on sales growth. We believe there are significant opportunities to grow sales and enhance profitability and free cash flow through execution of the following strategies:

Continue to Drive Identical Store Sales Growth. Consistent with our operating playbook, we plan to deliver identical store sales growth by implementing the following initiatives:

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Enhancing and Upgrading Our Fresh, Natural and Organic Offerings and Signature Products. We continue to enhance and upgrade our fresh, natural and organic offerings across our meat, produce, service deli and bakery departments to meet the changing tastes and preferences of our customers. We also believe that continued innovation and expansion of our high-volume, high-quality and differentiated signature products will contribute to stronger sales growth.

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Expanding Our Own Brand Offerings. We continue to drive sales growth and profitability by extending our own brand offerings across our banners, including high-quality and recognizable brands such as O Organics, Open Nature, Eating Right and Lucerne.

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Leveraging Our Effective and Scalable Loyalty Programs. We believe we can grow basket size and improve the shopping experience for our customers by expanding our just for U, MyMixx and fuel-based loyalty programs. In addition, we believe we can further enhance our merchandising and marketing programs by utilizing our customer analytics capabilities, including advanced digital marketing and mobile applications, and through the expansion of our online and home delivery options.

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Capitalizing on Demand for Health and Wellness Services. We intend to leverage our portfolio of pharmacies and our growing network of wellness clinics to capitalize on increasing customer demand for health and wellness services. Pharmacy customers are among our most loyal, and their average weekly spend is over 2.5x that of our non-pharmacy customers. We plan to continue to grow our pharmacy script counts through new patient prescription transfer programs and initiatives such as clinic, hospital and preferred network partnerships, which we believe will expand our access to patients. We believe that these efforts will drive sales growth and generate customer loyalty.

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Continuously Evaluating and Upgrading Our Store Portfolio. We plan to pursue a disciplined capital allocation strategy to upgrade, remodel and relocate stores to attract customers to our stores and to increase store volumes. We believe that our store base is in excellent condition, and we have developed a remodel strategy that is both cost-efficient and effective.

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Driving Innovation. We intend to drive traffic and sales growth through constant innovation. We will remain focused on identifying emerging trends in food and sourcing new and innovative products. We will also seek to build new, and enhance existing, customer relationships through our digital capabilities.

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Sharing Best Practices Across Divisions. Our division leaders collaborate to ensure the rapid sharing of best practices. Recent examples include the expansion of our O Organics offering across banners, the accelerated roll-out of signature products 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 trends described in more detail under “Business—Our Industry,” will continue to drive identical store sales growth.

Enhance Our Operating Margin. Our focus on identical store sales growth provides an opportunity to enhance our operating margin by leveraging our fixed costs. We plan to realize further margin benefit through added scale from partnering with vendors and by achieving efficiencies in manufacturing and distribution. In addition, we maintain a disciplined approach to expense management and budgeting.

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 marketing and advertising savings from lower print, production and broadcast rates in overlapping regions and reduced agency spend. Finally, we intend to consolidate managed care provider reimbursement programs, increase vaccine penetration and leverage our combined scale. We expect to achieve synergies from the Safeway acquisition of approximately $200 million during fiscal 2015, or $440 million on an annual run-rate basis, by the end of fiscal 2015. Approximately 80% of our $800 million annual synergy target is independent of sales growth, which we believe significantly reduces the risk of achieving our target.

Selectively Grow Our Store Base Organically and Through Acquisition. We intend to continue to grow our store base organically through disciplined investment in new stores. We believe our healthy balance sheet and decentralized structure also provide us with strategic flexibility and a strong platform to make further acquisitions. We evaluate strategic acquisition opportunities on an ongoing basis as we seek to strengthen our competitive position in existing markets or expand our footprint into new markets. We believe selected acquisitions and our successful track record of integration and synergy delivery provide us with an opportunity to further enhance sales growth, leverage our cost structure and increase profitability and free cash flow.

OUR INDUSTRY

We operate in the $584 billion U.S. food and drug retail industry, a highly fragmented sector with a large number of companies competing locally and a limited number of companies with a national footprint. From 2010 through 2014, food and drug retail industry revenues increased at an average annual rate of 1.3%, driven in part by improving macroeconomic factors, including gross domestic product, household disposable income, consumer confidence and employment. Food-at-Home inflation is forecasted to be 1.75% to 2.75% in 2015, which should also benefit industry sales. In addition to macroeconomic factors, the following trends, in particular, are expected to drive sales growth across the industry:

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Customer Focus on Fresh, Natural and Organic Offerings. Evolving customer tastes and preferences have caused food retailers to improve the breadth and quality of their fresh, natural, and organic offerings. This, in turn, has resulted in the increasing convergence of product selections between conventional and alternative format food retailers.

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Converging Approach to Health and Wellness. Customers increasingly view their food shopping experience as part of a broader approach to health and wellness. As a result, food retailers are seeking to drive sales growth and customer loyalty by incorporating pharmacy and wellness clinic offerings in their stores.

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Increased Customer Acceptance of Own Brand Offerings. Increased customer acceptance has driven growth in demand for own brand offerings, including the introduction of premium store brands. In general, own brand offerings have a higher gross margin than similarly positioned products of national brands.

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Loyalty Programs and Personalization. To remain competitive and generate customer loyalty, food retailers are increasing their focus on loyalty programs that target the delivery of personalized offers to their customers.

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Convenience as a Differentiator. Industry participants are addressing customers’ desire for convenience through in-store amenities, including store-within-store sites such as coffee bars, banks and ATMs.

OUR CORPORATE STRUCTURE

Our business is currently conducted through our operating subsidiaries, which are wholly-owned by AB Acquisition. The equity interests of AB Acquisition immediately prior to the IPO-Related Transactions were owned (directly and indirectly) by entities affiliated with our Sponsors and certain current and former members of our management, whom we refer to as our “Existing Owners.” Albertsons Companies, Inc. is a newly formed entity.

In order to effectuate this offering, we expect to effect the following series of transactions prior to and/or concurrently with the closing of this offering that will result in the reorganization of our business so that it is owned by Albertsons Companies, Inc. Specifically, (i) our Existing Owners, other than KRS AB Acquisition, LLC and KRS ABS, LLC (collectively, “Kimco”) and Albertsons Management Holdco, LLC (“Management Holdco”), will contribute all of their direct and indirect equity interests in AB Acquisition to Albertsons Investor Holdings LLC (“Albertsons Investor”), including their interests in NAI Group Holdings Inc. (“NAI Group Holdings”) and Safeway Group Holdings Inc. (“Safeway Group Holdings”), (ii) Albertsons Investor, Kimco and Management Holdco will contribute all of their equity interests in AB Acquisition to Albertsons Companies, Inc. in exchange for common stock of Albertsons Companies, Inc. and (iii) NAI Group Holdings, Safeway Group Holdings and other special purpose corporations owned by certain of the Sponsors through which they invested in AB Acquisition will be merged with and into Albertsons Companies, Inc., with Albertsons Companies, Inc. remaining as the surviving corporation in the mergers. As a result of the foregoing transactions, an aggregate of , and 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-Related Transactions:

LOGO

For a further discussion of the IPO-Related Transactions, see “IPO-Related Transactions and Organizational Structure.”

CORPORATE INFORMATION

Albertsons Companies, Inc. is a Delaware corporation that was incorporated on June 23, 2015 to undertake this offering. Our principal executive offices are located at 250 Parkcenter Blvd., Boise, ID 83706. Our telephone number is (208) 395-6200 and our internet address is www.albertsons.com. Our website and the information contained thereon are not part of this prospectus and should not be relied upon by prospective investors in connection with any decision to purchase our common shares.

OUR EQUITY SPONSORS

We believe that one of our strengths is our relationship with our Sponsors. We believe we will benefit from our Sponsors’ experience in the retail industry, their expertise in mergers and acquisitions and real estate, and their support on various near-term and long-term strategic initiatives. Our Sponsors will indirectly control us through their ownership of Albertsons Investor and Kimco. Following the completion of the IPO-Related Transactions and this offering, our Sponsors will indirectly own approximately % of our common stock, or % if the underwriters exercise their option to purchase additional shares in full. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the on which we intend to apply for our shares to be listed. See “Risk Factors—Risks Related to This Offering and Owning Our Common Stock.”

Cerberus. Established in 1992, Cerberus and its affiliated group of funds and companies comprise one of the world’s leading private investment firms with approximately $29 billion of capital under management in four primary strategies: control and non-control private equity investments, distressed securities and assets, commercial mid-market lending, and real estate-related investments. In addition to its New York headquarters, Cerberus has offices throughout the United States, Europe and Asia.

Kimco Realty. Kimco Realty is a real estate investment trust headquartered in New Hyde Park, New York that owns and operates North America’s largest publicly traded portfolio of neighborhood and community shopping centers. As of March 31, 2015, Kimco Realty owned interests in 745 shopping centers comprising 108 million square feet of leasable space across 39 states, Puerto Rico, Canada, Mexico and Chile. Publicly traded on the New York Stock Exchange since 1991, and included in the S&P 500 Index, Kimco Realty has specialized in shopping center acquisitions, development and management for more than 50 years.

Klaff Realty. Klaff Realty is a privately-owned real estate investment company based in Chicago, Illinois that engages in the acquisition, redevelopment and management of commercial real estate throughout the United States and South America, with a primary focus on retail and office. Klaff Realty has established a leadership position in the acquisition of distressed retail space. To date, Klaff Realty affiliates have acquired properties and invested in operating entities that control in excess of 200 million square feet with a value in excess of $17 billion.

Lubert-Adler. Lubert-Adler was co-founded in 1997 by Ira Lubert and Dean Adler, who collectively have over 60 years of experience in underwriting, acquiring, repositioning, refinancing and disposing of real estate assets. Lubert-Adler has more than 20 investment professionals and has invested $7.5 billion of equity into assets valued at over $17 billion.

Schottenstein Stores. Schottenstein Stores, together with its affiliate Schottenstein Property Group, is a privately-owned operator, acquirer and redeveloper of high quality power/big box, community and neighborhood shopping centers located throughout the United States predominantly anchored by national retailers.

THE OFFERING

Issuer

Albertsons Companies, Inc.

Common stock outstanding immediately before this offering

shares.

Common stock offered by us

shares.

Common stock to be outstanding immediately after this offering

shares.

Option to purchase additional shares

We have granted to the underwriters a 30-day option to purchase up to additional shares of our common stock at the initial public offering price less the underwriting discount and commissions.

Use of proceeds

We estimate that our net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $ million, assuming the shares are offered at $ per share, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus.

We intend to use the net proceeds from this offering to repay certain existing debt, to pay fees and expenses related to this offering and for general corporate purposes.

See “Use of Proceeds.”

Dividend policy

We do not intend to pay dividends for the foreseeable future. The declaration and payment of any future dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, and other considerations that our board of directors deems relevant.

See “Dividend Policy.”

Proposed symbol

“ .”

Risk factors

For a discussion of risks relating to our company, our business and an investment in our common

SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL AND OTHER DATA

The following tables summarize our consolidated historical and pro forma financial and other data and should be read together with “Selected Historical Financial Information of AB Acquisition,” “Supplemental Selected Historical Financial Information of Safeway,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AB Acquisition,” “Supplemental Management’s Discussion and Analysis of Results of Operations of Safeway” and our consolidated financial statements and related notes included elsewhere in this prospectus. We have derived the summary balance sheet data as of February 28, 2015 and consolidated statements of operations data for fiscal 2014, fiscal 2013 and fiscal 2012 from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results set forth below are not necessarily indicative of results to be expected for any future period.

Our consolidated financial statements for fiscal 2012 and for the period from February 22, 2013 to March 20, 2013 reflect only the historic results of the Legacy Albertsons Stores prior to the 2013 acquisition of NAI. Commencing on March 21, 2013, our consolidated financial statements also include the financial position, results of operations and cash flows of NAI. In December 2013, we acquired United. Commencing on December 29, 2013, our consolidated financial statements also include the financial position, results of operations and cash flows of United. In addition, on January 30, 2015, we acquired Safeway. Commencing on January 31, 2015, our consolidated financial statements also include the financial position, results of operations and cash flows of Safeway.

The Safeway acquisition had a material impact on our results of operations. Accordingly, we have included in this prospectus pro forma information for fiscal 2014 which gives effect to the Safeway acquisition, this offering and the IPO-Related Transactions, as more fully described in the notes below. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for unaudited pro forma information for fiscal 2014 (dollars in millions, except per share amounts).


	Fiscal 2014
	Pro Forma(2)(7)			Actual(1)			Fiscal 2013(3)			Fiscal 2012(3)
Results of Operations:
Sales and other revenue	$	57,497		$	27,199		$	20,055		$	3,712

Gross profit		15,483			7,503			5,399			938
Selling & administrative expenses		15,191			8,152			5,874			899
Bargain purchase gain		—			—			(2,005	)		—

Operating (loss) income		292			(649	)		1,530			39
Interest expense		939			633			390			7
Other (income) expense, net		(19	)		96			—			—

(Loss) income before income taxes		(628	)		(1,378	)		1,140			32
Income tax (benefit) expense		(243	)		(153	)		(573	)		2

(Loss) income from continuing operations, net of tax		(385	)		(1,225	)		1,713			30
Income from discontinued operations, net of tax		—			—			20			49

Net (loss) income	$	(385	)	$	(1,225	)	$	1,733		$	79

Per Share Data:
Net income (loss) per share—basic and diluted(4)
Weighted average shares outstanding—basic and diluted(4)

Other Financial Data:
Adjusted EBITDA(5)	$	2,367		$	1,099		$	586		$	65
Adjusted Net Income(5)		184			58			174			39
Adjusted Net Income per share—basic and diluted(5)
Capital expenditures		848			328			128			29
Free cash flow(6)		1,519			771			458			36

Other Operating Data:
Identical store sales		4.6%			7.2%			1.6%			1.9%
Store count (at end of fiscal period)		2,229			2,382			1,075			192
Gross square footage (at end of fiscal period) (in millions)		111.1			118.0			55.6			10.9
Fuel sales	$	3,969		$	387		$	47		$	—

Balance Sheet Data (at end of period):
Cash and equivalents	$	1,126		$	1,126		$	307		$	37
Total assets		25,404			25,950			9,407			586
Total members’ equity (deficit)		2,169			2,169			1,760			(247	)
Total debt		12,276			12,757			3,742			120


	Fiscal 2014												Fiscal 2013												Fiscal 2012
Identical Store Sales(a)	Q4’14			Q3’14			Q2’14			Q1’14			Q4’13			Q3’13			Q2’13			Q1’13			Q4’12			Q3’12			Q2’12			Q1’12
Legacy Albertsons Stores		3.1	%		2.6	%		3.4	%		1.3	%		1.4	%		3.3	%		0.1	%		1.2	%		1.4	%		2.2	%		2.7	%		1.6	%
SVU Albertsons Stores		8.5	%		8.0	%		7.5	%		8.7	%		5.8	%		5.6	%		(0.4	)%		(2.5	)%		(5.6	)%		(5.0	)%		(4.0	)%		(4.5	)%
NAI Stores		3.6	%		8.5	%		11.9	%		12.2	%		10.4	%		4.9	%		0.6	%		(2.9	)%		(5.7	)%		(4.6	)%		(5.1	)%		(4.0	)%
Safeway(b)		3.5	%		3.2	%		3.1	%		2.2	%		1.1	%		1.8	%		1.8	%		1.1	%		1.4	%		1.3	%		0.1	%		1.0	%

(a)	Actuals include acquired stores irrespective of date of acquisition and exclude United.

(b)	Includes Safeway’s Eastern Division, now owned by NAI.

(1)

For the period from February 21, 2014 to January 30, 2015, our consolidated financial statements include the financial position, results of operations and cash flows of Albertsons, NAI and United. Commencing on January 31, 2015, our consolidated financial statements also include the financial position, results of operations and cash flows of Safeway.

(2)

The pro forma information for fiscal 2014 includes the pre-combination results of operations of Safeway and pro forma adjustments for the effects of FTC-mandated divestitures, the sale of PDC and the related Safeway acquisition financing, as if the Safeway acquisition and related financing had been consummated on the first day of fiscal 2014. Additionally, the pro forma information for fiscal 2014 reflects the IPO-Related Transactions and the issuance of shares of our common stock in this offering and the application of the estimated net proceeds thereof (as described in “Use of Proceeds”), as if these events had occurred on the first day of fiscal 2014. This assumes net proceeds of this offering to us of $ million (assuming no exercise of the underwriters’ option to purchase additional shares), based on an initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a presentation of such pro forma financial data for fiscal 2014.

For fiscal 2014, a $1.00 increase in the assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus) would have resulted in pro forma net income of $ million, and pro forma net income per share-basic of $ , and a $1.00 decrease in the assumed initial public offering price of $ per share would have resulted in pro forma net income of $ million and pro forma net income per share-basic of $ , in each case, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remained the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. Similarly, a decrease of one million shares in the number of shares offered by us, as set forth on the cover of this prospectus, would have resulted in pro forma net income of $ million, and pro forma net income per share-basic of $ , assuming the assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus) remained the same and after deducting the estimated underwriting discounts and commissions and estimated expenses. An increase of one million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, assuming no change in the assumed initial public offering price of $ per share, would have resulted in pro forma net income of $ million and pro forma net income per share—basic of $ . The above assumes that any resulting change in net proceeds increases or decreases the amount used to repay indebtedness.

(3)

The results of operations for fiscal 2012 and the period from February 22, 2013 through March 20, 2013 reflect the financial position, results of operations and cash flows of the Legacy Albertsons Stores acquired on June 2, 2006. Commencing on March 21, 2013, our consolidated financial statements also include the financial position, results of operations and cash flows of NAI. Commencing on December 29, 2013, our consolidated financial statements also include the financial position, results of operations and cash flows of United.

(4)	Gives effect to the items described in note 2 above as if they had occurred on the first day of fiscal 2014. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a presentation of such pro forma financial data for fiscal 2014.

(5)

Adjusted EBITDA is a non-GAAP measure defined as earnings (net income (loss)) before interest, income taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not consider in assessing ongoing performance. Adjusted Net Income is a non-GAAP measure defined as (net income (loss)) adjusted to eliminate the effects of items management does not consider in assessing ongoing performance. Pro forma amounts give effect to the items described in note 2 above, as applicable, as if they had occurred on the first day of our fiscal 2014.

Adjusted EBITDA and Adjusted Net Income are non-GAAP performance measures that provide supplemental information we believe is useful to analysts and investors to evaluate our ongoing results of operations, when considered alongside other GAAP measures such as net income, operating income and gross profit. These non-GAAP measures exclude the financial impact of items management does not consider in assessing our ongoing operating performance, and thereby facilitate review of our operating performance on a period-to-period basis. Other companies may have different capital structures or different lease terms, and comparability to our results of operations may be impacted by the effects of acquisition accounting on our depreciation and amortization. As a result of the effects of these factors and factors specific to other companies, we believe Adjusted EBITDA and Adjusted Net Income provide helpful information to analysts and investors to facilitate a comparison of our operating performance to that of other companies. Set forth below is a reconciliation of Adjusted Net Income and Adjusted EBITDA to net income (in millions):


	Fiscal 2014
	Pro Forma			Actual			Fiscal 2013			Fiscal 2012
Net (Loss) Income	$	(385	)	$	(1,225)		$	1,733		$	79

Adjustments:
Bargain purchase gain	$	—		$	—		$	(2,005	)	$	—
Loss on interest rate and commodity swaps, net		2			98			—			—
Store transition and related costs(a)		—			—			167			—
Acquisition and integration costs(b)		113			352			174			7
Termination of long-term incentive plan		78			78			—			—
Non-cash equity-based compensation expense		168			344			6			—
Net loss (gain) on property dispositions, asset impairments and lease exit costs		13			228			(2	)		(46	)
LIFO expense		38			43			12			2
Amortization and write-off of debt discount, deferred financing costs and loss on extinguishment of debt		62			72			75			1
Non-cash pension and post-retirement expense, net(c)		52			(3	)		(8	)		—
Amortization of intangible assets resulting from acquisitions		374			149			116			—
Other(d)		28			(14	)		12			(4	)
Tax impact of adjustments to Adjusted Net Income(e)		(359	)		(64	)		(106	)		—

Adjusted Net Income	$	184		$	58		$	174		$	39

Adjustments:
Tax impact of adjustments to Adjusted Net Income(e)	$	359		$	64		$	106		$	—
Income tax (benefit) expense		(243	)		(153	)		(573	)		2
Amortization and write-off of original issue discount, deferred financing costs and loss on extinguishment of debt		(62	)		(72	)		(75	)		(1	)
Interest expense – continued operations		939			633			390			7
Interest expense – discontinued operations		—			—			4			1
Amortization of intangible assets resulting from acquisitions		(374	)		(149	)		(116	)		—
Depreciation and amortization		1,564			718			676			17

Adjusted EBITDA	$	2,367		$	1,099		$	586		$	65

(a)

Includes costs related to the transition of stores acquired in the NAI acquisition by improving store conditions and enhancing product offerings.

(b)

Includes costs related to the Safeway acquisition (including the charge associated with the settlement of appraisal rights litigation) and the NAI and United acquisitions.

(c)

Excludes the company’s one-time cash contribution of $260 million to the Safeway Employee Retirement Plan (“ERP”) under a settlement with the Pension Benefit Guaranty Corporation (the “PBGC”) in connection with the closing of the Safeway acquisition.

(d)

Primarily includes non-cash lease adjustments related to deferred rents and deferred gains on lease expenses related to closed stores and discontinued operations. Fiscal 2014 Pro Forma also includes amortization of unfavorable leases on acquired Safeway surplus properties.

(e)

The tax impact was determined based on the taxable status of the subsidiary to which each of the above adjustments relates.

(6)	We define “Free cash flow” as Adjusted EBITDA less capital expenditures.

(7)

The pro forma balance sheet data as of February 28, 2015 gives effect to pro forma adjustments to reflect the IPO-Related Transactions and the issuance of shares of common stock in this offering (excluding the remaining shares of common stock being issued in this offering, which are deemed to have been used to pay underwriting discounts and offering expenses) and the application of $ million of the proceeds to us from the sale of such shares by us to repay certain existing debt, pay fees and expenses related to this offering and for general corporate purposes, as described in “Use of Proceeds,” as if these events had occurred on February 28, 2015. This assumes net proceeds from this offering to us of $ million (assuming no exercise of the underwriters’ option to purchase additional shares), based on an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriter discounts and commissions and estimated offering expenses. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a presentation of such unaudited pro forma condensed consolidated balance sheet data.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the midpoint of the price range set forth on the front cover of this prospectus) would not result in a change in cash and cash equivalents and would increase (decrease) total assets by $ , total long-term debt by ($ ) million and total stockholders’ equity by $ million, in each case assuming no exercise of the underwriters’ option to purchase additional shares and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remained the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. Similarly, a one million share increase (decrease) in the number of shares offered by us, as set forth on the front cover of this prospectus, would not result in a change in cash and cash equivalents and would increase (decrease) total assets by an insignificant amount, total long-term debt by ($ ) million and total stockholders’ equity by $ million, in each case assuming no exercise of the underwriters’ option to purchase additional shares and assuming the initial public offering price of $ per share (the midpoint of the price range set forth on the front cover page of this prospectus) remained the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. The above assumes that any resulting change in net proceeds increases or decreases the amount used to repay indebtedness.

An investment in our common stock involves a high degree of risk. You should carefully consider the following information, together with other information in this prospectus, before buying shares of our common stock. If any of the following risks or uncertainties actually occur, our business, financial condition, prospects, results of operations and cash flow could be materially adversely affected. Additional risks or uncertainties not currently known to us, or that we deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in the risk factors below will not occur. In that case, the market price of our common stock could decline and you may lose all or a part of your investment.

Various operating factors and general economic conditions affecting the food retail industry may affect our business and may adversely affect our business and operating results.

Our operations and financial performance are affected by economic conditions such as macroeconomic conditions, credit market conditions and the level of consumer confidence. While the combination of improved economic conditions, the trend towards lower unemployment, higher wages and lower gasoline prices have contributed to improved consumer confidence, there is continued uncertainty about the strength of the economic recovery. If the economy does not continue to improve or if it weakens, or if gasoline prices rebound, consumers may reduce spending, trade down to a less expensive mix of products or increasingly rely on food discounters, all of which could impact our sales. In addition, consumers’ perception or uncertainty related to the economic recovery and future fuel prices could also dampen overall consumer confidence and reduce demand for our product offerings. Both inflation and deflation affect our business. Food deflation could reduce sales growth and earnings, while food inflation could reduce gross profit margins. We are unable to predict if the economy will continue to improve or predict the rate at which the economy may improve or the direction of gasoline prices. If the economy does not continue to improve or if it weakens or fuel prices increase, our business and operating results could be adversely affected.

Competition in our industry is intense, and our failure to compete successfully may adversely affect our profitability and results of operations.

The food and drug retail industry is large and dynamic, characterized by intense competition among a collection of local, regional and national participants. We face strong competition from other food and/or drug retailers, supercenters, club stores, discount stores, online providers, specialty and niche supermarkets, drug stores, general merchandisers, wholesale stores, convenience stores and restaurants. Shifts in the competitive landscape, consumer preference or market share may have an adverse effect on our profitability and results of operations.

As a result of consumers’ growing desire to shop online, we also face increasing competition from both our existing competitors who have incorporated the internet as a direct-to-consumer channel and internet-only providers that sell grocery products. Although we have a growing internet presence and offer our customers the ability to shop online for both home delivery and in-store pick-up, there is no assurance that these online initiatives will be successful. In addition, these initiatives may have an adverse impact on our profitability as a result of lower gross profits or greater operating costs to compete.

Our ability to attract customers is dependent, in large part, upon a combination of channel preference, location, store conditions, quality, price, service and selection. In each of these areas, traditional and non-traditional competitors compete with us and may successfully attract our customers

to their stores by matching or exceeding what we offer. In recent years, many of our competitors have added locations and adopted a multi-channel approach to marketing and advertising. Our responses to competitive pressures, such as additional promotions, increased advertising, additional capital investment and the development of our internet offerings, could adversely affect our profitability and cash flow. We cannot guarantee that our competitive response will succeed in increasing or maintaining our share of retail food sales.

An increasingly competitive industry and a low level of inflation in food prices have made it difficult for food retailers to achieve positive identical store sales growth on a consistent basis. Our competitors have attempted to maintain or grow their share of retail food sales through capital and price investment, increased promotional activity and new store growth, creating a more difficult environment to consistently increase year-over-year sales. Several of our primary competitors are larger than we are or have greater financial resources available to them and, therefore, may be able to devote greater resources to invest in price, promotional activity and new or remodeled stores in order to grow their share of retail food sales. Price investment by our competitors has also, from time to time, adversely affected our operating margins. In recent years, we have invested in price in order to remain competitive and generate sales growth; however, there can be no assurance this strategy will continue to be successful.

Because we face intense competition, we need to anticipate and respond to changing consumer preferences and demands more effectively than our competitors. We devote significant resources to differentiating our banners in the local markets where we operate and invest in loyalty programs to drive traffic. Our local merchandising teams spend considerable time working with store directors to make sure we are satisfying consumer preferences. In addition, we strive to achieve and maintain favorable recognition of our own brands and offerings, and market these offerings to consumers and maintain and enhance a perception of value for consumers. While we seek to continuously respond to changing consumer preferences, there is no assurances that our responses will be successful.

Our continued success is dependent upon our ability to control operating expenses, including managing health care and pension costs stipulated by our collective bargaining agreements to effectively compete in the food retail industry. Several of our primary competitors are larger than we are, or are not subject to collective bargaining agreements, allowing them to more effectively leverage their fixed costs or more easily reduce operating expenses. Finally, we need to source, market and merchandise efficiently. Changes in our product mix also may negatively affect our profitability. Failure to accomplish our objectives could impair our ability to compete successfully and adversely affect our profitability.

Profit margins in the food retail industry are low. In order to increase or maintain our profit margins, we develop operating strategies to increase revenues, increase gross margins and reduce costs, such as new marketing programs, new advertising campaigns, productivity improvements, shrink reduction initiatives, distribution center efficiencies, manufacturing efficiencies, energy efficiency programs and other similar strategies. Our failure to achieve forecasted revenue growth, gross margin improvement or cost reductions could have a material adverse effect on our profitability and operating results.

Many of our own and sourced products include ingredients such as wheat, corn, oils, milk, sugar, proteins, cocoa and other commodities. Commodity prices worldwide have been volatile. Any increase in commodity prices may cause an increase in our input costs or the prices our vendors seek from us. Although we typically are able to pass on modest commodity price increases or mitigate vendor efforts to increase our costs, we may be unable to continue to do so, either in whole or in part, if commodity prices increase materially. If we are forced to increase prices, our customers may reduce their purchases at our stores or trade down to less profitable products. Both may adversely impact our profitability as a result of reduced revenue or reduced margins.

Fuel prices and availability may adversely affect our results of operations.

We currently operate 378 fuel centers that are adjacent to many of our store locations. As a result, we sell a significant amount of gasoline. Increased regulation or significant increases in wholesale fuel costs could result in lower gross profit on fuel sales, and demand could be affected by retail price increases as well as by concerns about the effect of emissions on the environment. We are unable to predict future regulations, environmental effects, political unrest, acts of terrorism and other matters that may affect the cost and availability of fuel, and how our customers will react, which could adversely affect our results of operations.

Our stores rely heavily on sales of perishable products, and product supply disruptions may have an adverse effect on our profitability and operating results.

Reflecting consumer preferences, we have a significant focus on perishable products. Sales of perishable products accounted for approximately 40.6% of our total sales in fiscal 2014. We rely on various suppliers and vendors to provide and deliver our perishable product inventory on a continuous basis. We could suffer significant perishable product inventory losses and significant lost revenue in the event of the loss of a major supplier or vendor, disruption of our distribution network, extended power outages, natural disasters or other catastrophic occurrences.

Severe weather conditions such as hurricanes, earthquakes, floods, extended winter storms, heat waves or tornadoes, as well as other natural disasters, in areas in which we have stores or distribution centers or from which we source or obtain products may cause physical damage to our properties, closure of one or more of our stores, manufacturing facilities or distribution centers, lack of an adequate work force in a market, temporary disruption in the manufacture of products, temporary disruption in the supply of products, disruption in the transport of goods, delays in the delivery of goods to our distribution centers or stores, a reduction in customer traffic and a reduction in the availability of products in our stores. In addition, adverse climate conditions and adverse weather patterns, such as drought or flood, that impact growing conditions and the quantity and quality of crops yielded by food producers may adversely affect the availability or cost of certain products within the grocery supply chain. Any of these factors may disrupt our business and adversely affect our business.

Threats or potential threats to security of food and drug safety, the occurrence of a widespread health epidemic or regulatory concerns in our supply chain may adversely affect our business.

Acts or threats, whether perceived or real, of war or terror or other criminal activity directed at the food or drug store industry or the transportation industry, whether or not directly involving our stores, could increase our operating costs and operations, or impact general consumer behavior and consumer spending. Other events that give rise to actual or potential food contamination, drug contamination or food-borne illnesses, or a widespread regional, national or global health epidemic, such as pandemic flu, could have an adverse effect on our operating results or disrupt production and delivery of our products, our ability to appropriately staff our stores and potentially cause customers to avoid public gathering places or otherwise change their shopping behaviors.

We source our products from vendors and suppliers and related networks across the globe who may be subject to regulatory actions or face criticism due to actual or perceived social injustices, including human trafficking, child labor or environmental, health and safety violations. A disruption in our supply chain due to any regulatory action or social injustice could have an adverse impact on our supply chain and ultimately our business, including potential harm to our reputation.

We could be affected if consumers lose confidence in the food supply chain or the quality and safety of our products.

We could be adversely affected if consumers lose confidence in the safety and quality of certain food products. Adverse publicity about these types of concerns, whether valid or not, may discourage consumers from buying our products or cause production and delivery disruptions. The real or perceived sale of contaminated food products by us could result in product liability claims, a loss of consumer confidence and product recalls, which could have a material adverse effect on our business.

Certain risks are inherent in providing pharmacy services, and our insurance may not be adequate to cover any claims against us.

We currently operate 1,698 in-store pharmacies, and, as a result, we are exposed to risks inherent in the packaging, dispensing, distribution, and disposal of pharmaceuticals and other healthcare products, such as risks of liability for products which cause harm to consumers, as well as increased regulatory risks and related costs. Although we maintain insurance, we cannot guarantee that the coverage limits under our insurance programs will be adequate to protect us against future claims, or that we will be able to maintain this insurance on acceptable terms in the future, or at all. Our results of operations, financial condition or cash flows may be materially adversely affected if in the future our insurance coverage proves to be inadequate or unavailable, or there is an increase in the liability for which we self-insure, or we suffer harm to our reputation as a result of an error or omission.

We are subject to numerous federal and state regulations. Each of our in-store pharmacies must be licensed by the state government. The licensing requirements vary from state to state. An additional registration certificate must be granted by the U.S. Drug Enforcement Administration (“DEA”), and, in some states, a separate controlled substance license must be obtained to dispense controlled substances. In addition, pharmacies selling controlled substances are required to maintain extensive records and often report information to state and federal agencies. If we fail to comply with existing or future laws and regulations, we could suffer substantial civil or criminal penalties, including the loss of our licenses to operate pharmacies and our ability to participate in federal and state healthcare programs. As a consequence of the severe penalties we could face, we must devote significant operational and managerial resources to complying with these laws and regulations.

In 2014, Safeway received subpoenas from the DEA concerning its record keeping, reporting and related practices associated with the loss or theft of controlled substances. We are cooperating with the DEA on these matters. Application of federal and state laws and regulations could subject our current practices to allegations of impropriety or illegality, or could require us to make significant changes to our operations. In addition, we cannot predict the impact of future legislation and regulatory changes on our pharmacy business or assure that we will be able to obtain or maintain the regulatory approvals required to operate our business.

Integrating acquisitions may be time-consuming and create costs that could reduce our net income and cash flows.

Part of our strategy includes pursuing acquisitions that we believe will be accretive to our business. If we consummate an acquisition, the process of integrating the acquired business may be complex and time consuming, may be disruptive to the business and may cause an interruption of, or a distraction of management’s attention from, the business as a result of a number of obstacles, including but not limited to:

Any of the foregoing obstacles, or a combination of them, could decrease gross profit margins or increase selling, general and administrative expenses in absolute terms and/or as a percentage of net sales, which could in turn negatively impact our net income and cash flows.

We may not be able to consummate acquisitions in the future on terms acceptable to us, or at all. In addition, future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected in the historical financial statements of that company and the risk that those historical financial statements may be based on assumptions which are incorrect or inconsistent with our assumptions or approach to accounting policies. Any of these material obligations, liabilities or incorrect or inconsistent assumptions could adversely impact our results of operations and financial condition.

A significant majority of our employees are unionized, and our relationship with unions, including labor disputes or work stoppages, could have an adverse impact on our operations and financial results.

As of February 28, 2015, approximately 174,000 of our employees were covered by collective bargaining agreements. During fiscal 2014, collective bargaining agreements covering approximately 50,000 employees were renegotiated. During fiscal 2015, collective bargaining agreements covering approximately 73,000 employees are scheduled to expire. In future negotiations with labor unions, we expect that health care, pension costs and/or contributions and wage costs, among other issues, will be important topics for negotiation. If, upon the expiration of such collective bargaining agreements, we are unable to negotiate acceptable contracts with labor unions, it could result in strikes by the affected workers and thereby significantly disrupt our operations. As part of our collective bargaining agreements, we may need to fund additional pension contributions, which would negatively impact our free cash flow. Further, if we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs and an adverse impact on our financial 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 pension plans. We also assumed defined benefit retirement plans in connection with the United and NAI acquisitions. The funded status of these plans (the difference between the fair value of the plan assets and the projected benefit obligation) is a significant factor in determining annual pension expense and cash contributions to fund the plans. In recent years, cash contributions have declined due to improved market conditions and the impact of the pension funding stabilization legislation, which increased the discount rate used to determine pension funding. However, in 2015, under a settlement agreement with the PBGC in connection with the closing of the Safeway acquisition, Safeway contributed $260 million to its largest pension plan. As a result, we do not expect to make additional contributions to this plan until 2018.

If financial markets do not continue to improve or if financial markets decline, increased pension expense and cash contributions may have an adverse impact on our financial results. Under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the PBGC has the authority to petition a court to terminate an underfunded pension plan under limited circumstances. In the event that our defined benefit pension plans are terminated for any reason, we could be liable to the PBGC for the entire amount of the underfunding, as calculated by the PBGC based on its own assumptions (which likely would result in a larger obligation than that based on the actuarial assumptions used to fund such plans). Under ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), the liability under these defined benefit plans is joint and several with all members of the control group, such that each member of the control group would be liable for the defined benefit plans of each other member of the control group.

In addition, we participate in various multiemployer pension plans for substantially all employees represented by unions that require us to make contributions to these plans in amounts established under collective bargaining agreements. Under the Pension Protection Act of 2006 (the “PPA”), contributions in addition to those made pursuant to a collective bargaining agreement may be required in limited circumstances in the form of a surcharge that is equal to 5% of the contributions due in the first year and 10% each year thereafter until the applicable bargaining agreement expires.

Pension expenses for multiemployer pension plans are recognized by us as contributions are made. Benefits generally are based on a fixed amount for each year of service. Our contributions to multiemployer plans were $33.1 million, $74.2 million and $351.7 million during fiscal 2012, fiscal 2013 and, on a pro forma basis, fiscal 2014, respectively. In fiscal 2015, we expect to contribute approximately $370.0 million to multiemployer plans, subject to collective bargaining and capital market conditions.

Based on an assessment of the most recent information available, the company believes that most of the multiemployer plans to which it contributes are underfunded. The company is only one of a number of employers contributing to these plans, and the underfunding is not a direct obligation or liability of the company. However, the company has attempted, as of February 28, 2015, to estimate its share of the underfunding of multiemployer plans to which the company contributes, based on the ratio of its contributions to the total of all contributions to these plans in a year. As of February 28, 2015, our estimate of the company’s share of the underfunding of multiemployer plans to which it contributes was $3.0 billion. The company’s share of underfunding described above is an estimate and could change based on the results of collective bargaining efforts, investment returns on the assets held in the plans, actions taken by trustees who manage the plans’ benefit payments, interest rates, if the employers currently contributing to these plans cease participation, and requirements under the PPA, the Multiemployer Pension Reform Act of 2014 and applicable provisions of the Code.

Additionally, underfunding of the multiemployer plans means that, in the event we were to exit certain markets or otherwise cease making contributions to these plans, we could trigger a substantial withdrawal liability. Any accrual for withdrawal liability will be recorded when a withdrawal is probable and can be reasonably estimated, in accordance with GAAP. All trades or businesses in the employer’s control group are jointly and severally liable for the employer’s withdrawal liability.

In 2013, Safeway sold or closed all stores in its Dominick’s division, which resulted in withdrawal liabilities owed to the multiemployer pension plans in which it participated. Generally, withdrawal liability may be paid in installment payments subject to a 20-year payment cap, but may extend into perpetuity if a mass withdrawal from the plan occurs. In 2014, Safeway received demand letters from three of the plans. Safeway requested a review by the plans’ trustees of the demands made by the three plans. We are disputing the calculations used to determine the installment payment schedules set forth in these demand letters. At the end of fiscal 2014, we have a total withdrawal liability recorded

of $219 million. Pending receipt of final demand letters or arbitration decisions, any negotiated lump sum settlements or changes in the discount rate, the final amount of the withdrawal liability may be greater than or less than the amount recorded, and this difference could be material. Also, we have been advised by counsel to the UFCW Unions and Employers Midwest Pension Fund, one of the multiemployer pension plans in which Dominick’s participated, that the plan may undergo a mass withdrawal that would encompass us. This may have the effect of increasing the amount of our withdrawal liability and the length of our payment schedule and the amount of such increase could be material.

See Note 14—Employee Benefit Plans and Collective Bargaining Agreements in our consolidated financial statements, included elsewhere in this prospectus, for more information relating to our participation in these multiemployer pension plans.

Unfavorable changes in government regulation may have a material adverse effect on our business.

Our stores are subject to various federal, state, local and foreign laws, regulations and administrative practices. We must comply with numerous provisions regulating health and sanitation standards, food labeling, energy, environmental, equal employment opportunity, minimum wages and licensing for the sale of food, drugs and alcoholic beverages. We cannot predict either the nature of future laws, regulations, interpretations or applications, or the effect either additional government laws, regulations or administrative procedures, when and if promulgated, or disparate federal, state, local and foreign regulatory schemes would have on our future business. In addition, regulatory changes could require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not able to be reformulated, additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling and/or scientific substantiation. Any or all of such requirements could have an adverse effect on our business.

The minimum wage continues to increase and is subject to factors outside of our control.

A considerable number of our employees are paid at rates related to the federal minimum wage. Additionally, many of our stores are located in states, including California, where the minimum wage is greater than the federal minimum wage and where a considerable number of employees receive compensation equal to the state’s minimum wage. The current California minimum wage was recently increased to $9.00 per hour, and will increase to $10.00 per hour effective January 1, 2016. Moreover, municipalities may set minimum wages above the applicable state standards. For example, the minimum wage in Seattle, Washington was recently increased to $11.00 per hour, and will increase to $15.00 per hour effective January 1, 2017 for employers with more than 500 employees nationwide. Any further increases in the federal minimum wage or the enactment of additional state or local minimum wage increases could increase our labor costs, which may adversely affect our results of operations and financial condition.

The food retail industry is labor intensive. Our ability to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of qualified persons in the workforce in the local markets in which we are located, unemployment levels within those markets, prevailing wage rates, changing demographics and health and other insurance costs. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, causing our customer service to suffer, while increasing wages for our employees could cause our profit margins to decrease. If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect our business, results of operations and financial condition.

Our historical 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 prior periods are difficult. As a result, our limited historical financial performance as owners of NAI, United and Safeway may make it difficult for stockholders to evaluate our business and results of operations to date and to assess our future prospects and viability. Furthermore, given the nature of the assets acquired, our recent operating history has resulted in revenue and profitability growth rates that may not be indicative of our future results of operations.

In addition, Safeway completed the distribution of its remaining shares of Blackhawk Network Holdings, Inc. (“Blackhawk”) in April 2014, the sale of the net assets of Canada Safeway Limited (“CSL”) in November 2013 and closed or sold its 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 Safeway’s former stockholders.

As a result of the foregoing transactions and the implementation of new business initiatives and strategies, our historical results of operations are not necessarily indicative of our ongoing operations and the operating results to be expected in the future.

Our unaudited pro forma condensed consolidated pro forma financial information may not be representative of our future results.

The pro forma financial information included in this prospectus is constructed from our consolidated financial statements and the historical consolidated financial statements of Safeway prior to the Safeway acquisition and does not purport to be indicative of the financial information that will result from our future operations. In addition, the pro forma financial information presented in this prospectus is based in part on certain assumptions that we believe are reasonable. We cannot assure you that our assumptions will prove to be accurate over time. Accordingly, the pro forma financial information included in this prospectus does not purport to be indicative of what our results of operations and financial condition would have been had AB Acquisition and Safeway been a combined entity during the period presented, or what our results of operations and financial condition will be in the future. The challenges associated with integrating previously independent businesses makes evaluating our business and our future financial prospects difficult. Our potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by other companies following business combinations.

Unfavorable changes in, failure to comply with or increased costs to comply with environmental laws and regulations could adversely affect us. The storage and sale of petroleum products could cause disruptions and expose us to potentially significant liabilities.

Our operations, including our 378 fuel centers, are subject to various laws and regulations relating to the protection of the environment, including those governing the storage, management, disposal and cleanup of hazardous materials. Some environmental laws, such as the Comprehensive Environmental Response, Compensation and Liability Act and similar state statutes, impose strict, and under certain circumstances joint and several, liability for costs to remediate a contaminated site, and also impose liability for damages to natural resources.

Federal regulations under the Clean Air Act require phase out of the production of ozone-depleting refrigerants that include hydrochlorofluorocarbons, the most common of which is R-22. By 2020, production of new R-22 refrigerant gas will be completely phased out; however, recovered and

recycled/reclaimed R-22 will be available for servicing systems after 2020. The company is reducing its R-22 footprint while continuing to repair leaks, thus extending the useful lifespan of existing equipment. For fiscal 2015, $3.3 million has been budgeted for system retrofits, and we budgeted approximately $3 million in subsequent years. Leak repairs are part of the ongoing refrigeration maintenance budget. We may be required to spend additional capital above and beyond what is currently budgeted for system retrofits and leak repairs which could have a significant impact on our business, results of operations and financial condition.

Third-party claims in connection with releases of or exposure to hazardous materials relating to our current or former properties or third-party waste disposal sites can also arise. In addition, the presence of contamination at any of our properties could impair our ability to sell or lease the contaminated properties or to borrow money using any of these properties as collateral. The costs and liabilities associated with any such contamination could be substantial, and could have a material adverse effect on our business. Under current environmental laws, we may be held responsible for the remediation of environmental conditions regardless of whether we lease, sublease or own the stores or other facilities and regardless of whether such environmental conditions were created by us or a prior owner or tenant. In addition, the increased focus on climate change, waste management and other environmental issues may result in new environmental laws or regulations that negatively affect us directly or indirectly through increased costs on our suppliers. There can be no assurance that environmental contamination relating to prior, existing or future sites or other environmental changes will not adversely affect us through, for example, business interruption, cost of remediation or adverse publicity.

We are subject to, and may in the future be subject to, legal or other proceedings that could have a material adverse effect on us.

From time to time, we are a party to legal proceedings, including matters involving personnel and employment issues, personal injury, antitrust claims, intellectual property claims and other proceedings arising in or outside of the ordinary course of business. In addition, there are an increasing number of cases being filed against companies generally, which contain class-action allegations under federal and state wage and hour laws. We estimate our exposure to these legal proceedings and establish reserves for the estimated liabilities. Assessing and predicting the outcome of these matters involves substantial uncertainties. Although not currently anticipated by management, unexpected outcomes in these legal proceedings or changes in management’s forecast assumptions or predictions, could have a material adverse impact on our results of operations.

We may be adversely affected by risks related to our dependence on information technology (“IT”) systems. Any future intrusion into these IT systems, even if we are compliant with industry security standards, could materially adversely affect our reputation, financial condition and operating results.

We have complex IT systems that are important to the success of our business operations and marketing initiatives. If we were to experience failures, breakdowns, substandard performance or other adverse events affecting these systems, or difficulties accessing the proprietary business data stored in these systems, or in maintaining, expanding or upgrading existing systems or implementing new systems, we could incur significant losses due to disruptions in our systems and business.

Our ability to effectively manage the day-to-day business of approximately 900 Albertsons and NAI stores depends significantly on IT services and systems provided by SuperValu pursuant to two transition services agreements (the “SVU TSAs”). Prior to Albertsons’ and NAI’s transition onto Safeway’s IT systems, the failure of SuperValu’s systems to operate effectively or to integrate with other systems, or unauthorized access into SuperValu’s systems, could cause us to incur significant losses due to disruptions in our systems and business.

We receive and store personal information in connection with our marketing and human resources organizations. The protection of our customer and employee data is critically important to us. Despite our considerable efforts to secure our respective computer networks, security could be compromised, confidential information could be misappropriated or system disruptions could occur, as has occurred with a number of other retailers. If we (or through SuperValu) experience a data security breach, we could be exposed to government enforcement actions, possible assessments from the card brands if credit card data was involved and potential litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to stop shopping at our stores altogether. The loss of confidence from a data security breach involving our employees could hurt our reputation and cause employee recruiting and retention challenges.

Improper activities by third parties, exploitation of encryption technology, new data-hacking tools and discoveries and other events or developments may result in future intrusions into or compromise of our networks, payment card terminals or other payment systems. In particular, the techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often cannot be recognized until launched against a target; accordingly, we may not be able to anticipate these frequently changing techniques or implement adequate preventive measures for all of them. Any unauthorized access into our customers’ sensitive information, or data belonging to us or our suppliers, even if we are compliant with industry security standards, could put us at a competitive disadvantage, result in deterioration of our customers’ confidence in us, and subject us to potential litigation, liability, fines and penalties and consent decrees, resulting in a possible material adverse impact on our financial condition and results of operations.

As merchants who accept debit and credit cards for payment, we are subject to the Payment Card Industry (“PCI”) Data Security Standard (“PCI DSS”) issued by the PCI Council. PCI DSS contains compliance guidelines and standards with regard to our security surrounding the physical administrative and technical storage, processing and transmission of individual cardholder data. By accepting debit cards for payment, we are also subject to compliance with American National Standards Institute (“ANSI”) data encryption standards and payment network security operating guidelines. In addition, we are required to comply with PCI DSS version 3.0 for our 2015 assessment, and are replacing or enhancing our in-store systems to comply with these standards. Failure to be PCI compliant or to meet other payment card standards may result in the imposition of financial penalties or the allocation by the card brands of the costs of fraudulent charges to us. Despite our efforts to comply with these or other payment card standards and other information security measures, we cannot be certain that all of our (or through SuperValu) IT systems will be able to prevent, contain or detect all cyber-attacks or intrusions from known malware or malware that may be developed in the future. To the extent that any disruption results in the loss, damage or misappropriation of information, we may be adversely affected by claims from customers, financial institutions, regulatory authorities, payment card associations and others. In addition, the cost of complying with stricter privacy and information security laws and standards, including PCI DSS version 3.0 and ANSI data encryption standards, could be significant.

Termination of the SuperValu transition services agreement or the failure of SuperValu to perform its obligations thereunder could adversely affect our business, financial results and financial condition.

Our ability to effectively monitor and control the operations of Albertsons and NAI depends to a large extent on the proper functioning of our IT and business support systems. In connection with our acquisition of NAI, Albertsons and NAI each entered into a comprehensive transition services agreement with SuperValu. Pursuant to the SVU TSAs, Albertsons and NAI each pay fees to SuperValu for certain services, including back office, administrative, IT, procurement, insurance and accounting services. The SVU TSAs limit the liability of SuperValu to instances in which SuperValu has

committed gross negligence in regard to the provision of services or has breached its obligations under the SVU TSAs. The SVU TSAs terminated and replaced a transition services agreement providing for substantially similar services, which we had previously entered into with SuperValu in connection with our June 2006 acquisition of the Legacy Albertsons Stores. We plan to complete the transition of our Albertsons and NAI stores, distribution centers and systems onto Safeway’s IT systems by mid-2018, but may suffer disruptions as part of that process. In addition, we are dependent upon SuperValu to continue to provide these services to Albertsons and NAI until we transition Albertsons and NAI onto Safeway’s IT system and otherwise replace SuperValu as a service provider to Albertsons and NAI. In addition, we may depend on SuperValu to manage IT services and systems for additional stores we acquire, until we are able to transition such stores onto Safeway’s IT system. The failure by SuperValu to perform its obligations under the SVU TSAs prior to Albertsons’ and NAI’s transition onto Safeway’s IT systems and to other service providers (external or internal) could adversely affect our business, financial results, prospects and results of operations.

Furthermore, SuperValu manages and operates NAI’s distribution center located in the Lancaster, Pennsylvania area. Under the Lancaster Agreement (as defined herein), SuperValu supplies NAI’s Acme and Shaw’s stores from the distribution center under a shared costs arrangement. The failure by SuperValu to perform its obligations under the Lancaster Agreement could adversely affect our business, financial results and financial condition.

Our third-party IT services provider discovered unauthorized computer intrusions in 2014. These intrusions could adversely affect our brands and could discourage customers from shopping in our Albertsons and NAI stores.

Our third-party IT services provider for Albertsons and NAI, SuperValu, informed us in the summer of 2014 that it discovered unlawful intrusions to approximately 800 Shaw’s, Star Market, Acme, Jewel-Osco and Albertsons banner stores in an attempt to obtain payment card data. We have contacted the appropriate law enforcement authorities regarding these incidents and have coordinated with our merchant bank and payment processors to address the situation. We maintain insurance to address potential liabilities for cyber risks and, in the case of Albertsons and NAI, are self-insured for cyber risks for periods prior to August 11, 2014. We have also notified our various insurance carriers of these incidents and are providing further updates to the carriers as the investigation continues.

We believe the intrusions may have been an attempt to collect payment card data. The unlawful intrusions have given rise to putative class action litigation complaints against SuperValu and our company on behalf of customers. Certain state regulators have also made inquiries related to this issue. In addition, the payment card brands have required that forensic investigations be conducted of the intrusions. The investigator has completed its investigation into the earlier of the intrusions and has opined that at the time of the intrusion not all of the PCI DSS standards had been met. As a result, we believe that the payment card brands may assert claims for assessments, non-ordinary course operating expense and incremental counterfeit fraud losses.

There can be no assurance that we will not suffer a similar criminal attack in the future or that unauthorized parties will not gain access to personal information of our customers. While we have recently implemented additional security software and hardware designed to provide additional protections against unauthorized intrusions, there can be no assurance that unauthorized individuals will not discover a means to circumvent our security. Computer intrusions could adversely affect our brands, have caused us to incur legal and other fees, may cause us to incur additional expenses for additional security measures and could discourage customers from shopping in our stores.

We use a combination of insurance and self-insurance to address potential liabilities for workers’ compensation, automobile and general liability, property risk (including earthquake and flood coverage), director and officers’ liability, employment practices liability, pharmacy liability and employee health care benefits and cyber and terrorism risks. We estimate the liabilities associated with the risks retained by us, in part, by considering historical claims experience, demographic and severity factors and other actuarial assumptions which, by their nature, are subject to a high degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns.

The majority of our workers’ compensation liability is from claims occurring in California. California workers’ compensation has received intense scrutiny from the state’s politicians, insurers, employers and providers, as well as the public in general.

Our long-lived assets, primarily stores, are subject to periodic testing for impairment.

Our long-lived assets, primarily stores, are subject to periodic testing for impairment. Safeway incurred significant impairment charges to earnings in the past, including in Safeway’s fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012. Failure to achieve sufficient levels of cash flow at reporting units could result in impairment charges on long-lived assets.

Our operations are dependent upon the availability of a significant amount of energy and fuel to manufacture, store, transport and sell products.

Our operations are dependent upon the availability of a significant amount of energy and fuel to manufacture, store, transport and sell products. Energy and fuel costs are influenced by international, political and economic circumstances and have experienced volatility over time. To reduce the impact of volatile energy costs, we have entered into contracts to purchase electricity and natural gas at fixed prices to satisfy a portion of our energy needs. We also manage our exposure to changes in energy prices utilized in the shipping process through the use of short-term diesel fuel derivative contracts. Volatility in fuel and energy costs that exceeds offsetting contractual arrangements could adversely affect our results of operations.

We may have liability under certain operating leases that were assigned to third parties.

We may have liability under certain operating leases that were assigned to third parties. If any of these third parties fail to perform their obligations under the leases, we could be responsible for the lease obligation. Because of the wide dispersion among third parties and the variety of remedies available, we believe that if an assignee became insolvent it would not have a material effect on our financial condition, results of operations or cash flows. No liability has been recorded for assigned leases in our consolidated balance sheet related to these contingent obligations.

We may be unable to attract and retain key personnel, which could adversely impact our ability to successfully execute our business strategy.

The continued successful implementation of our business strategy depends in large part upon the ability and experience of members of our senior management. In addition, our performance is dependent on our ability to identify, hire, train, motivate and retain qualified management, technical, sales and marketing and retail personnel. We cannot assure you that we will be able to retain such personnel on acceptable terms or at all. If we lose the services of members of our senior management or are unable to continue to attract and retain the necessary personnel, we may not be able to successfully execute our business strategy, which could have an adverse effect on our business.

We may not be able to successfully integrate and combine Safeway with Albertsons and NAI, which could cause our business to suffer.

We may not be able to successfully integrate and combine the operations, management, personnel and technology of Safeway with the operations of Albertsons and NAI. If the integration is not managed successfully by our management, we may experience interruptions in our business activities, a deterioration in our employee and customer relationships, increased costs of integration and harm to our reputation with consumers, all of which could have a material adverse effect on our business. We may also experience difficulties in combining corporate cultures, maintaining employee morale and retaining key employees. In addition, the integration of our businesses will impose substantial demands on our management. There is no assurance that the benefits of consolidation will be achieved as a result of the Safeway acquisition or that our businesses will be successfully integrated in a timely manner.

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.

Although we currently expect to achieve approximately $800 million of annual synergies by the end of fiscal 2018, with associated one-time costs of approximately $1.1 billion, or $690 million, net of estimated synergy-related asset sale proceeds, inclusion of the projected cost synergies in this prospectus should not be viewed as a representation that we in fact will achieve this annual synergy target by the end of fiscal 2018, or at all. Although we currently expect to achieve synergies from the Safeway acquisition of approximately $200 million during fiscal 2015, or $440 million on an annual run-rate basis, by the end of fiscal 2015, the inclusion of these expected cost synergy targets in this prospectus should not be viewed as a representation that we will in fact achieve these synergies by the end of fiscal 2015, or at all. To the extent we fail to achieve these synergies, our results of operations may be impacted, and any such impact may be material.

We have identified various synergies including corporate and division overhead savings, our own brands, vendor funds, the conversion of Albertsons and NAI onto Safeway’s IT systems, marketing and advertising cost reduction and operational efficiencies within our back office, distribution and manufacturing organizations. Actual synergies, the expenses and cash required to realize the synergies and the sources of the synergies could differ materially from these estimates, and we cannot assure you that we will achieve the full amount of synergies on the schedule anticipated, or at all, or that these synergy programs will not have other adverse effects on our business. In light of these significant uncertainties, you should not place undue reliance on our estimated synergies.

We have incurred, and will continue to incur, significant integration costs in connection with Safeway.

We expect that we will continue to incur a number of costs associated with integrating the operations of Safeway, including associated one-time costs of approximately $1.1 billion, or $690 million, net of estimated synergy-related asset sale proceeds, to achieve expected synergies. The substantial majority of these costs will be non-recurring expenses resulting from the Safeway acquisition and will consist of our transition of Albertsons and NAI to Safeway’s IT systems, consolidation costs and employment-related costs. Anticipated synergies are expected to require approximately $300 million of one-time integration-related capital expenditures in fiscal 2015, in advance of anticipated sales of surplus assets. Additional unanticipated costs may be incurred in the integration of Safeway’s business and proceeds from the sale of surplus assets may be lower than anticipated. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

New business initiatives and strategies may be less successful than anticipated and could adversely affect our business.

The introduction, implementation, success and timing of new business initiatives and strategies, including, but not limited to, initiatives to increase revenue or reduce costs, may be less successful or may be different than anticipated, which could adversely affect our business.

We are currently party to appraisal proceedings related to our acquisition of Safeway which, if adversely determined, could subject us to significant liabilities.

In connection with the Safeway acquisition, five petitions for appraisal were filed in the Court of Chancery of the State of Delaware on behalf of all former holders of Safeway common stock who had demanded appraisal. The petitioners, who held approximately 17.7 million shares of Safeway common stock prior to its acquisition by the company, refused to accept the per share merger consideration that was paid to other stockholders in the acquisition and have instead requested an appraisal of the fair value of those shares pursuant to Section 262 of the Delaware General Corporation Law (the “DGCL”), requesting a determination that the per share merger consideration payable in the Safeway acquisition does not represent fair value for their shares. In May 2015, five of the seven petitioners dismissed their claims in exchange for additional merger consideration. The appraisal action is ongoing with respect to the two remaining petitioners, with trial on the merits set to commence in April 2016. These remaining petitioners, representing approximately 3.7 million shares of Safeway common stock, have previously accepted a tender offer of the cash portion of the merger consideration of $34.92 per share, which stops statutory interest from accruing on the amount of any recovery. A reserve for outstanding appraisal claims has been established by the company. If the remaining petitioners are successful, we could be required to pay those petitioners more for their stock than the per share merger consideration payable in the Safeway acquisition, which amount may be in excess of the liability that we have recorded.

We will be required to make payments under the contingent value rights within agreed periods even if the sale of the Casa Ley Interest is not completed within those periods.

If the Casa Ley Interest is not sold prior to January 30, 2018, we are obligated to make a cash payment to the holders of contingent value rights (the “Casa Ley CVRs”) in an amount equal to the fair market value of the unsold Casa Ley Interest, minus certain fees, expenses and assumed taxes that would have been deducted from the proceeds of a sale of the Casa Ley Interest. The sale process for the Casa Ley Interest will be conducted by a committee, or person controlled by a committee, as representative of the former Safeway stockholders, and we cannot control such sales process. If we are required to make a payment under the contingent value rights agreement with respect to the Casa Ley CVRs, our liquidity may be adversely affected.

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness.

We have a significant amount of indebtedness. As of February 28, 2015 and after giving pro forma effect to this offering and the application of the use of the net proceeds, we would have had $ million of debt outstanding, and we would have been able to borrow an additional $ million under our revolving credit facilities.

Our substantial indebtedness could have important consequences to you. For example it could:

In addition, we cannot assure you that we will be able to refinance any of our debt or that we will be able to refinance our debt on commercially reasonable terms. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

Our debt instruments may restrict, or market or business conditions may limit, our ability to use some of our options.

Our debt instruments contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

A breach of any of these covenants could result in a default under our debt instruments. In addition, any debt agreements we enter into in the future may further limit our ability to enter into certain types of transactions. In addition, the restrictive covenants in the revolving portion of our Senior Secured Credit Facilities (as defined herein) require us, in certain circumstances, to maintain a specific fixed charge coverage ratio. Our ability to meet that financial ratio can be affected by events beyond

our control, and we cannot assure you that we will meet it. A breach of this covenant could result in a default under our Senior Secured Credit Facilities. Moreover, the occurrence of a default under our Senior Secured Credit Facilities could result in an event of default under our other indebtedness. Upon the occurrence of an event of default under our Senior Secured Credit Facilities, the lenders could elect to declare all amounts outstanding under our Senior Secured Credit Facilities to be immediately due and payable and terminate all commitments to extend further credit. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us. See “Description of Indebtedness.”

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indentures governing the 2016 Safeway Notes, 2017 Safeway Notes, 2019 Safeway Notes, 2020 Safeway Notes and the ABS/Safeway Notes (each as defined herein and, collectively, the “CoC Notes”).

Upon the occurrence of certain kinds of change of control events, we will be required to offer to repurchase outstanding CoC Notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of the CoC Notes or that restrictions in our debt instruments will not allow such repurchases. Our failure to purchase the tendered notes would constitute an event of default under the indentures governing the CoC Notes which, in turn, would constitute a default under our Senior Secured Credit Facilities. In addition, the occurrence of a change of control would also constitute a default under our Senior Secured Credit Facilities. A default under our Senior Secured Credit Facilities would result in a default under the indenture if the lenders accelerate the debt under our Senior Secured Credit Facilities.

Moreover, our debt instruments restrict, and any future indebtedness we incur may restrict, our ability to repurchase the notes, including following a change of control event. As a result, following a change of control event, we may not be able to repurchase the CoC Notes unless we first repay all indebtedness outstanding under our Senior Secured Credit Facilities and any of our other indebtedness that contains similar provisions, or obtain a waiver from the holders of such indebtedness to permit us to repurchase the CoC Notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase the outstanding CoC Notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. These repurchase requirements may also delay or make it more difficult for others to obtain control of us.

Substantially all of our assets are pledged as collateral under the ABS/Safeway ABL Facility, the NAI ABL Facility, the ABS/Safeway Term Loan Facilities and the NAI Term Loan Facilities (each as defined herein and, collectively, the “Senior Secured Credit Facilities”), the LC Facility (as defined herein), the Safeway Notes (as defined herein) and the ABS/Safeway Notes.

As of February 28, 2015, our total indebtedness was approximately $12.8 billion, and after giving effect to this offering and the application of the use of the net proceeds, our total indebtedness as of February 28, 2015 would have been approximately $ billion on a pro forma basis, including $ million of senior secured indebtedness outstanding under our Senior Secured Credit Facilities, $ million outstanding under the LC Facility, $ million outstanding under the Safeway Notes, and $ million aggregate principal amount outstanding under the ABS/Safeway Notes. Substantially, all of our and our subsidiaries’ assets are pledged as collateral for these borrowings. As of February 28, 2015 and after giving pro forma effect to this offering and the application of the use of the net proceeds, our revolving credit facilities would have permitted additional borrowings of up to a maximum of $ million under the borrowing bases as of that date. If we are unable to repay all secured borrowings when due, whether at maturity or if declared due and payable following a default, the

trustee or the lenders, as applicable, would have the right to proceed against the collateral pledged to the indebtedness and may sell the assets pledged as collateral in order to repay those borrowings, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Increases in interest rates and/or a downgrade of our credit ratings could negatively affect our financing costs and our ability to access capital.

We have exposure to future interest rates based on the variable rate debt under our credit facilities and to the extent we raise additional debt in the capital markets to meet maturing debt obligations, to fund our capital expenditures and working capital needs and to finance future acquisitions. Daily working capital requirements are typically financed with operational cash flow and through the use of various committed lines of credit. The interest rate on these borrowing arrangements is generally determined from the inter-bank offering rate at the borrowing date plus a pre-set margin. Although we employ risk management techniques to hedge against interest rate volatility, significant and sustained increases in market interest rates could materially increase our financing costs and negatively impact our reported results.

We rely on access to bank and capital markets as sources of liquidity for cash requirements not satisfied by cash flows from operations. A downgrade in our credit ratings from the internationally recognized credit rating agencies could negatively affect our ability to access the bank and capital markets, especially in a time of uncertainty in either of those markets. A rating downgrade could also impact our ability to grow our business by substantially increasing the cost of, or limiting access to, capital.

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity. If the stock price fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling shares of our common stock that you buy. The initial public offering price for the shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may be influenced by many factors, some of which are beyond our control, including:

As a result of these factors, you may not be able to resell your shares of our common stock at or above the initial offering price. In addition, the stock market often experiences extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of a particular company. These broad market fluctuations and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

The Cerberus-led Consortium controls us and may have conflicts of interest with other stockholders in the future.

After the completion of this offering, and assuming an offering of shares by us, the Cerberus-led Consortium will indirectly control approximately % of our common stock. As a result, the Cerberus-led Consortium will continue to be able to control the election of our directors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Eight of our 12 directors are either employees of, or advisors to, members of the Cerberus-led Consortium, as described under “Management.” The Cerberus-led Consortium, through Albertsons Investor and Kimco, will also have sufficient voting power to amend our organizational documents. The interests of the Cerberus-led Consortium may not coincide with the interests of other holders of our common stock. Additionally, Cerberus and the members of the Cerberus-led Consortium are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Cerberus and the members of the Cerberus-led Consortium may also pursue, for its own members’ accounts, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be 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 mergers or acquisitions, asset sales and other significant corporate transactions.

We will incur increased costs as a result of being a publicly-traded company.

After the completion of this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations of the stock market on which our common stock is traded. Being subject to these rules and regulations will result in additional legal, accounting and financial compliance costs, will make some activities more difficult, time-consuming and costly and may also place significant strain on management, systems and resources.

These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

We are a “controlled company” within the meaning of the rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, Albertsons Investor, Kimco and Management Holdco, as a group, will control a majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the rules. Under the rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our nominating and corporate governance and compensation committees consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements.

We are currently not required to meet the standards required by Section 404 of the Sarbanes-Oxley Act (“Section 404”), and failure to meet and maintain effective internal control over financial reporting in accordance with Section 404 could have a material adverse effect on our business, financial condition and results of operations.

As a privately held company, we are not currently required to document or test our compliance with internal controls over financial reporting on a periodic basis in accordance with Section 404. We are in the process of addressing our internal control procedures to satisfy the requirements of Section 404, which requires an annual management assessment of the effectiveness of our internal control over financial reporting. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to attest to the effectiveness of our internal control over financial reporting. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules and may breach the covenants under our credit facilities. We will be unable to issue securities in the public markets through the use of a shelf registration statement if we are not in compliance with the applicable provisions of Section 404. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

In addition, we may incur additional costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff.

Provisions in our charter documents, certain agreements governing our indebtedness, the Stockholders’ Agreement (as defined herein) and Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Provisions in our certificate of incorporation and, upon the completion of the IPO-Related Transactions, our bylaws, may discourage, delay or prevent a merger, acquisition or other change in control that some stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, possibly depressing the market price of our common stock.

In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace members of our management team. Examples of such provisions are as follows:

Our certificate of incorporation authorizes our board of directors to issue up to 30,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined by our board of directors at the time of issuance or fixed by resolution without further action by the stockholders. These terms may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption rights, and sinking fund provisions. The issuance of preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of our common stock. In addition, specific rights granted to holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could delay, discourage, prevent, or make it more difficult or costly to acquire or effect a change in control, thereby preserving the current stockholders’ control.

In addition, under the credit agreements governing our Senior Secured Credit Facilities, a change in control may lead the lenders to exercise remedies such as acceleration of the loan, termination of their obligations to fund additional advances and collection against the collateral securing such loans. Also, under the indentures governing the CoC Notes, a change of control may require us to offer to repurchase all of the CoC Notes for cash at a premium to the principal amount of the CoC Notes.

Furthermore, in connection with this offering, Albertsons Companies, Inc. will enter into a stockholders agreement with Albertsons Investor, Kimco and Management Holdco (the “Stockholders’ Agreement”). Pursuant to the Stockholders’ Agreement, we will be required to appoint individuals designated by Albertsons Investor to our board of directors upon the closing of the IPO-Related Transactions. Pursuant to a limited liability company agreement entered into by the Cerberus-led Consortium, other than Kimco, and certain other individuals who agreed to co-invest with them through Albertsons Investor (the “Albertsons Investor LLC Agreement”), such appointees shall be selected by Albertsons Investor’s board of managers so long as Albertsons Companies, Inc. is a controlled company under the applicable rules of the . See “Certain Relationships and Related Party Transactions—Albertsons Investor Limited Liability Company Agreement.”

The Stockholders’ Agreement will provide that, except as otherwise required by applicable law, from the date on which (a) Albertsons Companies, Inc. is no longer a controlled company under the applicable rules of the but prior to the 35% Trigger Date, Albertsons Investor will have the right to designate a number of individuals who satisfy the Director Requirements (as defined herein) equal to one director fewer than the size of our board of directors at any time and shall cause its directors appointed to our board of directors to vote in favor of maintaining a 13-person board of directors unless the management board of Albertsons Investor otherwise agrees by the affirmative vote of 80% of the management board of Albertsons Investor; (b) a Holder (as defined herein) has beneficial ownership of at least 20% but less than 35% of our outstanding common stock, the Holder will have the right to designate a number of individuals who satisfy the Director Requirements equal to the greater of three or 25% of the size of our board of directors at any time (rounded up to the next whole number); (c) a Holder has beneficial ownership of at least 15% but less than 20% of our

outstanding common stock, the Holder will have the right to designate the greater of two or 15% of the size of our board of directors at any time (rounded up to the next whole number); and (d) a Holder has beneficial ownership of at least 10% but less than 15% of our outstanding common stock, it will have the right to designate one individual who satisfies the Director Requirements. The ability of Albertsons Investor or a Holder to appoint one or more directors could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for: (a) any derivative action or proceeding brought on our behalf; (b) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders; (c) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws; or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provisions. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds more favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

If a substantial number of shares becomes available for sale and are sold in a short period of time, the market price of our common stock could decline.

If our Existing Owners sell substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decrease. The perception in the public market that our Existing Owners might sell shares of common stock could also create a perceived overhang and depress our market price. Upon completion of this offering, we will have shares of common stock outstanding of which shares will be held by our current stockholders. Prior to this offering, we and our Existing Owners will have agreed with the underwriters to a “lock-up” period, meaning that such parties may not, subject to certain exceptions, sell any of their existing shares of our common stock without the prior written consent of representatives of the underwriters for at least 180 days after the date of this prospectus. In addition, all of our Existing Owners will be subject to the holding period requirement of Rule 144 (“Rule 144”) under the Securities Act, as described in “Shares Eligible for Future Sale.” When the lock-up agreements expire, these 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’ Agreement.” The market price for shares of our common stock may drop when the restrictions on resale by our Existing Owners lapse. We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our 2015 Equity and Incentive Award Plan (the “2015 Incentive Plan”). Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration

statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares of our common stock. A decline in the market price of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common shares, the market price of our common stock could decline.

The trading market for our common shares likely will be influenced by the research and reports that equity and debt research analysts publish about the industry, us and our business. The market price of our common stock could decline if one or more securities analysts downgrade our shares or if those analysts issue a sell recommendation or other unfavorable commentary or cease publishing reports about us or our business. If one or more of the analysts who elect to cover us downgrade our shares, the market price of our common stock would likely decline.

Because we do not intend to pay dividends for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We do not intend to pay dividends for the foreseeable future, and our stockholders will not be guaranteed, or have contractual or other rights, to receive dividends. Our board of directors may, in its discretion, modify or repeal our dividend policy. The declaration and payment of dividends depends on various factors, including: our net income, financial condition, cash requirements, future prospects and other factors deemed relevant by our board of directors.

In addition, we are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments. Our subsidiaries’ ability to pay dividends is restricted by agreements governing their debt instruments, and may be restricted by agreements governing any of our subsidiaries’ future indebtedness. Furthermore, our subsidiaries are permitted under the terms of their debt agreements to incur additional indebtedness that may severely restrict or prohibit the payment of dividends. See “Description of Indebtedness.”

Under the DGCL, our board of directors may not authorize payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

If you purchase shares of common stock sold in this offering, you will experience immediate and substantial dilution.

The initial public offering price of our common stock will be substantially higher than the tangible book value per share of our outstanding common stock. Assuming an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, purchasers of our common stock will effectively incur dilution of $ per share in the net tangible book value of their purchased shares. The shares of our common stock owned by existing stockholders will receive a material increase in the net tangible book value per share. You may experience additional dilution if we issue common stock in the future. As a result of this dilution, you may receive significantly less than the full purchase price you paid for the shares in the event of a liquidation. See “Dilution.”

You may be diluted by the future issuance of additional common stock in connection with our equity incentive plans, acquisitions or otherwise.

After this offering, we will have approximately million shares of common stock authorized but unissued under our certificate of incorporation. We will be authorized to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for consideration and on terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved shares for issuance under our outstanding Phantom Unit awards granted under our Phantom Unit Plan (as defined herein) and for future awards that may be issued under our 2015 Incentive Plan. See “Executive Compensation—Incentive Plans” and “Shares Eligible for Future Sale—Incentive Plans.” Any common stock that we issue, including under our 2015 Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase common stock in this offering. In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future operating results and financial position, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business,

financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

We will receive net proceeds from the offering of approximately $ million (approximately $ million if the underwriters exercise their option to purchase additional shares in full), assuming that the common stock is offered at $ per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discount and our estimated expenses related to this offering. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no exercise of the underwriters’ option to purchase additional shares and no other change to the number of shares offered by us as set forth on the cover page of this prospectus.

We intend to use the net proceeds from this offering to repay certain existing debt, to pay fees and expenses related to this offering and for general corporate purposes.

We do not intend to pay dividends for the foreseeable future. We are not required to pay dividends, and our stockholders will not be guaranteed, or have contractual or other rights to receive, dividends. The declaration and payment of any future dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other considerations that our board of directors deems relevant. Our board of directors may decide, in its discretion, at any time, to modify or repeal the dividend policy or discontinue entirely the payment of dividends.

The ability of our board of directors to declare a dividend is also subject to limits imposed by Delaware corporate law. Under Delaware law, our board of directors and the boards of directors of our corporate subsidiaries incorporated in Delaware may declare dividends only to the extent of our “surplus,” which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. See “Risk Factors—Risks Related to This Offering and Owning Our Common Stock—Because we do not intend to pay dividends for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.”

We are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments. In addition, our subsidiaries will be subject to restrictions under agreements governing their debt instruments and general restrictions imposed on dividend payments under the jurisdiction of incorporation or organization of each subsidiary. See “Risk Factors—Risks Related to Our Indebtedness—Our debt instruments limit our flexibility in operating our business.”

Albertsons Companies, Inc. is a newly formed entity, formed for the purpose of effecting the IPO-Related Transactions and this offering, and has engaged in no business or activities other than in connection with the IPO-Related Transactions and this offering.

In order to effectuate this offering, we expect to effect the following series of transactions prior to and/or concurrently with the closing of this offering, which will result in a reorganization of our business so that it is owned by Albertsons Companies, Inc. (the “IPO-Related Transactions”):

As a result of the IPO-Related Transactions and this offering, (i) Albertsons Companies, Inc., the issuer of common stock in this offering, will be a holding company with no material assets other than its ownership of AB Acquisition and its subsidiaries, (ii) an aggregate of , and shares of our common stock will be owned by Albertsons Investor, Kimco and Management Holdco, respectively, and such parties will enter the Stockholders’ Agreement with Albertsons Companies, Inc., (iii) our Existing Owners, other than Kimco and Management Holdco, will become holders of equity interests in our controlling stockholder, Albertsons Investor and (iv) the capital stock of Albertsons Companies, Inc. will consist of (y) common stock, entitled to one vote per share on all matters submitted to a vote of stockholders and (z) undesignated and unissued preferred stock. See the section of this prospectus entitled “Description of Capital Stock” for additional information. Investors in this offering will only receive, and this prospectus only describes the offering of, shares of common stock of Albertsons Companies, Inc.

The following charts summarize our ownership structure (i) prior to the IPO-Related Transactions and (ii) after giving effect to the IPO-Related Transactions and this offering (assuming no exercise of the underwriters’ option to purchase additional shares).

The following table sets forth our cash and cash equivalents and capitalization as of February 28, 2015:

The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with “Selected Historical Financial Information of AB Acquisition” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AB Acquisition” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Purchasers of the common stock in this offering will suffer an immediate dilution in net tangible book value per share. Dilution is the amount by which the price paid by the purchasers of common stock in this offering will exceed the net tangible book value per share of common stock immediately after this offering.

Our historical net tangible book value at February 28, 2015 was $ million, or $ per share of common stock. Net tangible book value per share represents our tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of February 28, 2015.

After giving effect to the IPO-Related Transactions and the completion of this offering, assuming an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, and the application of the net proceeds therefrom as described in this prospectus, our net tangible book value as of February 28, 2015 would have been $ million, or $ per share of common stock. This represents an immediate increase in net tangible book value to existing stockholders of $ per share of common stock and an immediate dilution to new investors of $ per share of common stock. The following table illustrates this per share dilution:

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, would increase or decrease our net tangible book value by $ million, the net tangible book value per share of common stock after this offering by $ per share of common stock, and the dilution per share of common stock to new investors by $ per share of common stock, assuming that the number of shares offered by us, as set forth on the front cover of this prospectus (assuming that the IPO-Related Transactions had taken place), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

The following table summarizes, on the pro forma basis set forth above as of February 28, 2015, the difference between the total cash consideration paid and the average price per share paid by existing stockholders and the purchasers of common stock in this offering with respect to the number of shares of common stock purchased from us, before deducting estimated underwriting discounts, commissions and offering expenses payable by us.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, would increase or decrease total consideration

paid by new investors and total consideration paid by all stockholders by $ million, assuming that the number of shares offered by us, as set forth on the front cover of this prospectus (assuming that the IPO-Related Transactions had taken place), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us from the number of shares set forth on the cover page of this prospectus would increase or decrease the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $ million, assuming the assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

The tables above are based on shares of common stock outstanding as of February 28, 2015 (assuming that the IPO-Related Transactions had taken place) and assume an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus.

If the underwriters exercise their option to purchase additional shares from us, the following will occur:

The information below should be read along with “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AB Acquisition,” “Business” and the historical financial statements and accompanying notes included elsewhere in this prospectus. Our historical results set forth below are not necessarily indicative of results to be expected for any future period.

The selected consolidated financial information set forth below is derived from AB Acquisition’s annual consolidated financial statements for the periods indicated below, including the consolidated balance sheets at February 28, 2015 and February 20, 2014 and the related consolidated statements of operations and comprehensive (loss) income and cash flows for the 53-week period ended February 28, 2015 and each of the 52-week periods ended February 20, 2014 and February 21, 2013 and notes thereto appearing elsewhere in this prospectus.

You should read the information set forth below along with “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Supplemental Management’s Discussion and Analysis of Results of Operations of Safeway” and Safeway’s historical consolidated financial statements and related notes included elsewhere in this prospectus.

The supplemental selected historical financial information of Safeway set forth below has been derived from Safeway’s historical consolidated financial statements. Safeway’s historical consolidated financial statements as of January 3, 2015 and December 28, 2013 and for the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012 have been included in this prospectus.

The following unaudited pro forma condensed consolidated financial information presents the unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statement of continuing operations as of and for the 53 weeks ended February 28, 2015 (“fiscal 2014”) based upon the consolidated historical financial statements of AB Acquisition and Safeway, after giving effect to the following transactions (collectively, the “Transactions”):

The Safeway acquisition closed on January 30, 2015, and, therefore, the fair value of the assets acquired and liabilities assumed are already included in AB Acquisition’s historical consolidated balance sheet as of February 28, 2015. The unaudited pro forma condensed consolidated balance sheet gives effect to the FTC divestitures as if they had been consummated on February 28, 2015. The unaudited pro forma condensed consolidated statement of continuing operations for fiscal 2014 gives effect to the Transactions as if they had been consummated on February 21, 2014, the first day of fiscal 2014.

AB Acquisition’s historical financial and operating data for fiscal 2014 is derived from the financial data in its audited consolidated financial statements for fiscal 2014. Safeway is included in the historical operating results of AB Acquisition for the four-week period from January 31, 2015 through February 28, 2015. The adjusted historical financial information for Safeway for the 49 weeks ended January 30, 2015 is derived by adding the financial data from Safeway’s audited consolidated statement of income for the 53 weeks ended January 3, 2015 and Safeway’s unaudited condensed consolidated statement of income for the four weeks ended January 30, 2015, and subtracting Safeway’s unaudited condensed consolidated statement of income for the eight weeks ended February 22, 2014.

The unaudited pro forma condensed consolidated financial information is prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information includes adjustments that give effect to events that are directly attributable to the Transactions described above, are factually supportable and, with respect to our statement of operations, are expected to have a continuing impact. The unaudited pro forma statement of continuing operations shows the impact on the consolidated statement of operations under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations.

The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been completed as of the dates set forth above, nor is it indicative of the future results of the company. The unaudited pro forma condensed consolidated financial information also does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the Safeway acquisition or any integration costs that do not have a continuing impact.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the consolidated financial statements of AB Acquisition and the consolidated financial statements of Safeway included elsewhere in this prospectus.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS

The historical financial information of AB Acquisition and Safeway was derived from financial statements of the respective companies included elsewhere in this prospectus. The historical financial information has been adjusted to give pro forma effect to events that are (i) directly attributable to the Safeway acquisition, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the consolidated results. Safeway is included in the historical operating results of AB Acquisition for the period from January 31, 2015 through February 28, 2015. The adjusted historical financial information for Safeway for the 49 weeks ended January 30, 2015 is derived by adding the financial data from Safeway’s audited consolidated statement of income for the 53 weeks ended January 3, 2015 and Safeway’s unaudited condensed consolidated statement of income for the four weeks ended January 30, 2015, and subtracting Safeway’s unaudited condensed consolidated statement of income for the eight weeks ended February 22, 2014.

The Safeway acquisition was accounted for in accordance with Accounting Standards Codification 805, Business Combinations, with AB Acquisition considered the acquirer of Safeway for accounting purposes. The Safeway acquisition closed on January 30, 2015, and, therefore, the fair value of the assets acquired and liabilities assumed are already included in AB Acquisition’s historical consolidated balance sheet as of February 28, 2015. The unaudited pro forma condensed consolidated balance sheet gives effect to the FTC divestitures related to the Safeway acquisition that had not yet occurred, as if they had been consummated on February 28, 2015, the last day of fiscal 2014, and the unaudited pro forma condensed consolidated statement of continuing operations reflects the adjustments as if the Safeway acquisition occurred on February 21, 2014, the first day of fiscal 2014 (collectively referred to as “Pro Forma Adjustments for the Safeway Acquisition”).

In connection with the Safeway acquisition, Albertsons Holding’s, together with Safeway, announced that they entered into agreements to sell 111 Albertsons’ and 57 Safeway stores across eight states to four separate buyers. Divestiture of these stores was required by the FTC as a condition of closing the Safeway acquisition and was contingent on the completion of the Safeway acquisition. The pro forma adjustments reflect:

Adjustments have been included in the unaudited pro forma condensed consolidated statement of continuing operations to eliminate Safeway’s historical depreciation and amortization expense and record depreciation and amortization expense for the assets acquired related to the Safeway acquisition in Cost of sales:

The net pro forma adjustments to Selling and administrative expenses are comprised of the following items:

The net pro forma adjustment to Interest expense, net is primarily driven by AB Acquisition’s funding of the Safeway acquisition through borrowings of $4,859.0 million under the ABS/Safeway Term Loan Facilities, $850.0 million under the NAI Term Loan Facilities, net borrowings of $609.6 million under the 7.75% ABS/Safeway Notes and an additional $776.0 million under the ABS/Safeway ABL Facility, net of estimated payments on long-term borrowings related to the proceeds from the FTC divestitures. The interest expense included in the unaudited pro forma condensed consolidated financial information reflects a weighted average effective interest rate of 7.60% (including amortization of debt discounts and deferred financing costs).

The net pro forma adjustment to Other expense primarily reflects the elimination of the loss on the deal-contingent interest rate swap (the “Deal-Contingent Swap”). Prior to the Safeway acquisition, the swap was treated as an economic hedge with changes in fair value recorded through earnings. Upon closing of the Safeway acquisition, the interest rate swap was designated as a cash flow hedge, with any subsequent changes in fair value being recorded through Accumulated other comprehensive income.

The unaudited pro forma condensed consolidated income tax (benefit) expense has been adjusted for the tax effect of the pro forma adjustments to income before income taxes by applying a blended federal and state statutory tax rate of 39.6% for Safeway.

Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations—53 weeks 2014

The unaudited pro forma condensed consolidated balance sheet of AB Acquisition reflects the Transactions, including the pro forma effects of the issuance of shares of common stock and the application of $ million of the net proceeds from the sale of such shares to repay certain indebtedness as described in “Use of Proceeds” (excluding the remaining shares of common stock being issued in this offering) as if these events had occurred on February 28, 2015, as follows:

Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations—53 weeks ended February 28, 2015—Fiscal 2014

No adjustment has been made to the unaudited pro forma condensed consolidated statement of continuing operations to reflect the estimated $ million loss on early extinguishment of debt, as this amount is a non-recurring charge incurred as a result of the repayment of certain debts.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Historical Financial Information of AB Acquisition,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve numerous risks and uncertainties, including those described in the “Risk Factors” section of this prospectus. Our actual results may differ materially from those contained in any forward-looking statements.

Our last three fiscal years consisted of the 53-week period ended February 28, 2015, the 52-week period ended February 20, 2014 and the 52-week period ended February 21, 2013. Our fiscal 2014 results include four weeks of Safeway’s financial results from January 31, 2015 through February 28, 2015. Comparability is affected by income and expense items that vary significantly between and among the periods, including as a result of our acquisition of Safeway during the fourth quarter of fiscal 2014, the acquisition of NAI in fiscal 2013 and an extra week in fiscal 2014.

We are one of the largest food and drug retailers in the United States, with strong local presence and national scale. Over the past three years, we have completed a series of acquisitions that has significantly increased our portfolio of stores. We operated 2,382, 1,075 and 192 stores as of February 28, 2015, February 20, 2014 and February 21, 2013, respectively. In addition, as of February 28, 2015, we operated 390 adjacent fuel centers, 30 dedicated distribution centers and 21 manufacturing facilities. Our operations are predominantly located in the Western, Southern, Midwest, Northeast, and Mid-Atlantic regions of the United States under the banners Albertsons, Safeway, Jewel-Osco, Vons, Shaw’s, Star Market, Acme, Tom Thumb, Pavilions, Carrs, Randalls, United Supermarkets, Market Street, Amigos, United Express and Sav-On and are reported in a single reportable segment.

Our operations and financial performance are affected by U.S. economic conditions such as macroeconomic conditions, credit market conditions and the level of consumer confidence. While the combination of improved economic conditions, the trend towards lower unemployment, higher wages and lower gasoline prices have contributed to improved consumer confidence, there is continued uncertainty about the strength of the economic recovery. If the current economic situation does not continue to improve or if it weakens, or if gasoline prices rebound, consumers may reduce spending, trade down to a less expensive mix of products or increasingly rely on food discounters, all of which could impact our sales growth. In addition, consumers’ perception or uncertainty related to the economic recovery and future fuel prices could also dampen overall consumer confidence and reduce demand for our product offerings. Both inflation and deflation affect our business. Food deflation could reduce sales growth and earnings, while food inflation could reduce gross profit margins. We are unable to predict if the economy will continue to improve or predict the rate at which the economy may improve or the direction of gasoline prices. If the economy does not continue to improve or if it weakens or fuel prices increase, our business and results of operations could be adversely affected.

We employed a diverse workforce of approximately 265,000, 123,000 and 19,000 associates as of February 28, 2015, February 20, 2014 and February 21, 2013, respectively.

On January 30, 2015, the company completed its acquisition of Safeway by acquiring all of the outstanding shares of Safeway for cash consideration of $34.92 per share or $8,263.5 million and 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 the time of the Safeway acquisition, Safeway operated 1,325 retail food stores under the banners Safeway, Vons, Tom Thumb, Pavilions, Randalls and Carrs located principally in California, Hawaii, Oregon, Washington, Alaska, Colorado, Arizona, Texas, and the Mid-Atlantic region. In addition, at the time of the Safeway acquisition, Safeway had 353 fuel centers, 15 distribution centers and 19 manufacturing facilities.

As a condition to approving the Safeway acquisition, the FTC required the sale of 111 Albertsons stores and 57 Safeway stores. Haggen Food and Pharmacy purchased 146 stores in Arizona, California, Nevada, Oregon and Washington; Associated Wholesale Grocers purchased 12 stores in Texas; Associated Food Stores purchased eight stores in Montana and Wyoming; and SuperValu purchased two stores in Washington. The aggregate sales price of these stores was $327.5 million plus the book value of inventory. The company recorded an impairment loss on the sale of the 111 Albertsons banner stores during the fourth quarter of fiscal 2014. The company recorded the assets and liabilities associated with the 57 Safeway stores at fair value less costs to sell as part of its accounting for the Safeway acquisition. The transfer of these stores to the respective buyers commenced following the closing of the Safeway acquisition and was completed in the first quarter of fiscal 2015 in accordance with the asset purchase agreements.

On March 21, 2013, the company acquired all of the issued and outstanding shares of NAI from SuperValu pursuant to a stock purchase agreement for a total purchase consideration of $253.6 million and assumed debt and capital lease obligations with a carrying value prior to the acquisition date of $3.2 billion. The purchase consideration was primarily cash and a short-term payable that was fully paid as of February 20, 2014. At the time of the NAI acquisition, NAI operated 871 retail food stores under its Jewel-Osco, ACME, Shaw’s, Star Market and Albertsons banners, primarily located in the Northeast, Midwest, Mid-Atlantic and Western regions of the United States. In addition, we acquired NAI’s 10 distribution centers.

On December 29, 2013, we acquired United Supermarkets for $362.1 million in cash, expanding our presence in North and West Texas, in a transaction that offered significant synergies and added a differentiated upscale store format, “Market Street,” to the Albertsons portfolio. At the time of the United acquisition, United operated 51 traditional, specialty and Hispanic retail food stores under its United Supermarkets, Market Street and Amigos banners, seven convenience stores and 26 fuel centers under its United Express banner and three distribution centers. United is located in 30 markets across North and West Texas.

Continue to Drive Identical Store Sales Growth. Consistent with our operating playbook, we plan to deliver identical store sales growth by implementing the following initiatives:

Following the NAI acquisition, we implemented our operating playbook focused on decentralizing operations, improving the overall customer and store experience, expanding and upgrading fresh food offerings, increasing store-level accountability and selected investment in price. The SVU Albertsons Stores were averaging negative 4.8% identical store sales in fiscal 2012 (prior to their acquisition). Benefiting from the implementation of our operating playbook, the SVU Albertsons Stores averaged positive 5.7% identical store sales during the final 24 weeks of fiscal 2013, with momentum continuing into fiscal 2014 with positive 8.7%, 7.5%, 8.0% and 8.5% identical store sales growth in the first, second, third and fourth quarter of fiscal 2014, respectively. The NAI Stores were averaging negative 4.8% identical store sales, compared to positive 7.7% identical store sales during the final 24 weeks of fiscal 2013 with momentum continuing into fiscal 2014 with positive 12.2%, 11.9%, 8.5% and 3.6% identical store sales growth in the first, second, third and fourth quarters of fiscal 2014, respectively.

Implement Our Synergy Realization Plan. We are currently executing on an annual synergy plan of approximately $800 million from the acquisition of Safeway, which we expect to achieve by the end of fiscal 2018, with associated one-time costs of approximately $1.1 billion, or $690 million (net of estimated synergy-related asset sale proceeds). Anticipated synergies are expected to require approximately $300 million of one-time integration-related capital expenditures in fiscal 2015, in advance of anticipated sales of surplus assets. Our detailed synergy plan was developed on a bottom-up, function-by-function basis by combined Albertsons and Safeway teams. The plan includes capturing opportunities from corporate and division cost savings, simplifying business processes and rationalizing headcount. Over time, Safeway’s information technology systems will support all of our stores, distribution centers and systems, including financial reporting and payroll processing, as we wind down our transition services agreement for our Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market stores 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 optimize and improve our vendor relationships. We also plan to achieve marketing and advertising savings from lower print, production and broadcast rates in overlapping regions and reduced agency spend. Finally, we intend to consolidate managed care provider reimbursement programs and leverage our combined scale for volume discounts on branded and generic drugs. We expect to achieve synergies from the Safeway acquisition of approximately $200 million in fiscal 2015, or $440 million on an annual run rate basis, by the end of fiscal 2015, principally from corporate and division overhead savings, our own brands, vendor funds and marketing and advertising cost reductions. Approximately 80% of our $800 million annual synergy target is independent of sales growth, which we believe significantly reduces the risk of achieving our target.

Selectively Grow Our Store Base Organically and Through Acquisition. We intend to grow our store base organically through disciplined investment in new stores. We believe our healthy balance sheet and decentralized structure also provide us with strategic flexibility and a strong platform to make further acquisitions. We evaluate strategic acquisition opportunities on an ongoing basis as we seek to strengthen our competitive position in existing markets or expand our footprint into new markets. We believe selected acquisitions and our successful track record of integration and synergy delivery provide us with an opportunity to further enhance sales growth, leverage our cost structure and increase profitability and free cash flow.

The following discussion sets forth certain information and comparisons regarding the components of our consolidated statements of operations for fiscal 2014, fiscal 2013 and fiscal 2012.

The company’s identical store sales increases for the past three fiscal years were as follows:

Net sales and other revenue increased $7,143.9 million, or 35.6%, from $20,054.7 million in fiscal 2013 to $27,198.6 million in fiscal 2014. The components of the change in net sales and other revenue for fiscal 2014 were as follows (in millions):

Identical store sales increased $1,410.7 million, or 7.2%, primarily due to a 6.5% increase in customer traffic during fiscal 2014, as the stores we acquired in the NAI acquisition benefited from the implementation of our operating playbook including improving store layout and conditions, enhanced fresh, natural and organic offerings, improved levels of customer service and selected investment in price.

Net sales and other revenue increased $16,342.7 million, or 440.3%, from $3,712.0 million in fiscal 2012 to $20,054.7 million in fiscal 2013. The components of the change in net sales and other revenue for fiscal 2013 were as follows (in millions):

Identical store sales also increased 1.6%. The stores acquired in the NAI acquisition experienced significant improvement during the second half of fiscal 2013, primarily driven by increased customer traffic as our initiatives gained momentum.

Gross profit represents the portion of net sales revenue remaining after deducting the cost of goods sold during the period, including purchase and distribution costs. These costs include inbound

freight charges, purchasing and receiving costs, warehouse inspection costs, warehousing costs and other costs associated with our distribution network. Advertising and promotional expenses are also a component of cost of goods sold. Vendor allowances are classified as an element of cost of goods sold.

Our gross profit rate increased 70 basis points to 27.6% in fiscal 2014 from 26.9% in fiscal 2013, primarily driven by improvements in shrink and improved leverage of fixed warehouse cost over a larger store base. The improvements in shrink were driven by the implementation of changes and investments in our merchandising strategy in fiscal 2013 that took effect for the full year in fiscal 2014.

Our gross profit rate increased 160 basis points to 26.9% in fiscal 2013 from 25.3% in fiscal 2012, primarily driven by our entry into higher margin markets as a result of the NAI acquisition and improvement in merchandise pricing due to increased volume of purchasing. Both of these factors were driven by significant increases in our store portfolio resulting from the NAI acquisition.

Selling and administrative expenses consist primarily of store level costs, including wages, employee benefits, rent, depreciation and utilities, in addition to certain back-office expenses related to our corporate and division offices. Selling and administrative expenses increased 70 basis points to 30.0% of net sales and other revenue in fiscal 2014 from 29.3% in fiscal 2013.

The Safeway acquisition resulted in additional non-cash equity-based compensation and increased acquisition and integration costs. In addition, the FTC-mandated divestitures resulted in increased impairment charges. These increases were offset by reductions in selling and administrative expense as a percentage of sales that were largely driven by increased sales from acquired stores and strong identical store sales.

Selling and administrative expenses increased 510 basis points to 29.3% of net sales and other revenue in fiscal 2013 from 24.2% in fiscal 2012:

Selling and administrative expense increased 510 basis points primarily due to increased depreciation and amortization expense and increased employee-related costs. Depreciation and amortization expense increased in fiscal 2013 due to the recognition of the acquired properties and intangible assets at fair value as part of applying the acquisition method of accounting for the NAI acquisition. Employee-related costs increased as a percentage of net sales and other revenue reflecting higher labor rates in stores acquired in the NAI acquisition compared to our Legacy Albertsons Stores, together with additional investments in store labor to improve customer service in these acquired stores as part of our turnaround initiatives.

Interest expense was $633.2 million in fiscal 2014, $390.1 million in fiscal 2013 and $7.2 million in fiscal 2012. Interest expense in fiscal 2014 increased as a result of an increase in total debt from $3,741.9 million in fiscal 2013 to $12,756.8 million in fiscal 2014. The increased debt level was primarily attributable to financing the Safeway acquisition and the assumption of $2,210.6 million of Safeway debt including capital lease obligations, net of $864.6 million of assumed debt that was immediately paid following the Safeway acquisition. The increase in interest expense in fiscal 2013, compared to fiscal 2012, resulted primarily from the assumption of debt and related financing of the NAI acquisition.

The following details our components of interest expense for the respective fiscal years (in millions):

At February 28, 2015, the company had total debt, including capital lease obligations, outstanding of $12,756.8 million with a weighted average interest rate of 7.30%.

For fiscal 2014, Other expense, net was $96.0 million, primarily driven by the loss on our deal-contingent interest rate swap. In April 2014, we entered into a deal-contingent interest rate swap

to hedge against adverse fluctuations in the interest rate on anticipated variable rate debt planned to be incurred to finance the Safeway acquisition. Prior to the Safeway acquisition, the swap was treated as an economic hedge with changes in fair value recorded through earnings. Upon closing of the Safeway acquisition, the interest rate swap was designated as a cash flow hedge, with any subsequent changes in fair market value being marked to market through accumulated other comprehensive income. We did not have Other expense, net in fiscal 2013 or fiscal 2012.

Income tax was a benefit of $153.4 million in fiscal 2014, $572.6 million in fiscal 2013 and immaterial in fiscal 2012. A substantial portion of the businesses and assets were held and operated by limited liability companies during these periods, which generally are not subject to entity-level federal or state income taxation. The income tax benefit of $153.4 million in fiscal 2014 is primarily driven by the tax benefits from the operating results of Safeway and NAI, both of which are subject to federal and state income taxes. This income tax benefit was reduced by nondeductible acquisition-related transaction costs and non-cash equity-based compensation. The income tax benefit of $572.6 million in fiscal 2013 is the result of the bargain purchase gain related to the NAI acquisition not being subject to income taxes; the effects of the accounting for income taxes related to the intercompany sale of the Albertsons banners from NAI to Albertson’s LLC immediately after the NAI 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 purposes.

Loss from continuing operations was $1,225.2 million in fiscal 2014, and income from continuing operations was $1,713.1 million in fiscal 2013, a decrease of $2,938.3 million. The decrease from fiscal 2013 was primarily attributable to the favorable impact of a bargain purchase gain of $2,005.7 million recognized in fiscal 2013 resulting from the NAI acquisition, the net decrease in fiscal 2014 in our income tax benefit over fiscal 2013 of $419.2 million and increased interest expense in fiscal 2014 of $243.1 million over fiscal 2013. Fiscal 2014 also included the impact of charges relating to non-cash equity-based compensation of $344.1 million, an increase in the net loss on property dispositions, asset impairment and lease exit costs of $230.1 million principally as a result of FTC-mandated divestitures in connection with the Safeway acquisition, a net loss on interest rate and commodity hedges of $98.2 million, a net increase from fiscal 2013 in acquisition and integration related costs of $178.5 million and a $78.0 million charge associated with the termination of the company’s long-term incentive plans.

Income from continuing operations was $1,713.1 million in fiscal 2013 and $29.8 million in fiscal 2012, an increase of $1,683.3 million. This increase was primarily attributable to the recognition of a bargain purchase gain of $2,005.7 million and income tax benefit of $572.6 million in fiscal 2013, partially offset by increased interest expense of $382.9 million in fiscal 2013 over fiscal 2012 and charges associated with store transition and related costs of $166.5 million and acquisition and integration costs of $173.5 million in fiscal 2013.

Our net cash flow used in operating activities was $165.1 million in fiscal 2014 and $53.4 million in fiscal 2013. Our net cash flow provided by operating activities in fiscal 2012 was $32.5 million.

Net cash flow used in operating activities increased by $111.7 million in fiscal 2014 compared to fiscal 2013. The increase was due to (i) our higher cash contributions to our pension and post-

retirement benefits plans in fiscal 2014, primarily as a result of a $260.0 million contribution to the Safeway Inc. ERP under a settlement with the PBGC related to the Safeway acquisition, (ii) an increase in interest payments of $298.4 million due to the increased borrowings for acquisitions and (iii) an increase in payments for acquisition and integration costs related to the Safeway acquisition. As a result of the $260.0 million cash contribution to the ERP, we do not expect to make additional contributions to the ERP until 2018.

Net cash flow used in operating activities increased $85.9 million in fiscal 2013 compared to fiscal 2012 as a result of an increase in interest payments of $278.0 million and increases in acquisition and integration costs, partially offset by cash inflows related to the expansion of our operations from the NAI and United acquisitions.

Net cash flow used in investing activities was $5,945.0 million in fiscal 2014, consisting primarily of cash paid for the Safeway acquisition, net of cash acquired, of $5,673.4 million and cash paid for property additions of $328.2 million. Net cash flow used in investing activities was $678.6 million in fiscal 2013, consisting primarily of cash paid for the acquisition of NAI and United, net of cash acquired, of $361.0 million, cash paid for property additions of $128.2 million and changes in restricted cash of $246.0 million related to collateralized surety bonds and letters of credit obtained during fiscal 2013. Net cash flow provided by investing activities was $20.8 million in fiscal 2012, primarily consisting of proceeds of the sale of assets of $45.2 million, partially offset by cash paid for property additions of $28.7 million.

In fiscal 2015, the company expects to spend approximately $1,150.0 million in capital expenditures, including $300.0 million of expected one-time integration-related capital expenditures, as follows (in millions):

Net cash flow provided by financing activities was $6,928.9 million in fiscal 2014 and $1,002.0 million in fiscal 2013. Cash used in financing activities was $77.6 million in fiscal 2012. Net cash provided by financing activities increased in fiscal 2014 compared to fiscal 2013, primarily as a result of proceeds from the issuance of long-term debt and equity contributions used to finance the Safeway acquisition. Net cash provided by financing activities increased in fiscal 2013 compared to fiscal 2012, primarily as a result of proceeds from the issuance of long-term debt and equity contributions used to finance the NAI and United acquisitions.

Proceeds from the issuance of long-term debt were $8,097.0 million in fiscal 2014, $2,485.0 million in fiscal 2013 and $55.0 million in fiscal 2012. In fiscal 2014, cash payments on long-term borrowings were $2,123.6 million, including $864.6 million of assumed debt that was immediately paid following the Safeway acquisition. In fiscal 2014, cash payments for debt financing costs were $229.1 million and cash payments on obligations under capital leases were $64.1 million. In fiscal 2013, cash payments on long-term borrowings were $923.3 million, cash payments on debt financing costs were

$121.0 million and cash payments under capital leases were $24.5 million. In addition, we repurchased $619.9 million of debt under tender offers in fiscal 2013. In fiscal 2012, net cash payments on long-term borrowings were $75.0 million.

Proceeds from equity contributions were $1,283.2 million in fiscal 2014 and $250.0 million in fiscal 2013. There were no equity contributions in fiscal 2012. In addition, we made distributions to our equityholders of $34.5 million in fiscal 2014 and $50.0 million in fiscal 2012. There were no distributions in fiscal 2013.

Total debt, including both the current- and long-term portions of capital lease obligations, increased by $9.1 billion to $12.8 billion as of year-end fiscal 2014 compared to $3.7 billion in fiscal 2013. The increase in fiscal 2014 was primarily the result of the financing for the Safeway acquisition and the assumption of Safeway debt. In anticipation of the closing of the Safeway acquisition, we secured term-loan financing of $5.7 billion with interest rates ranging from 4.75% to 5.5% and completed the sale of $1,145.0 million of 7.750% second lien notes, of which $535.4 million was subsequently redeemed on February 9, 2015. We assumed notes and debentures with a fair value of $2.5 billion from Safeway and subsequently redeemed $864.6 million of the Safeway debt pursuant to change of control tender offers. We also increased the borrowings under our asset-based revolving credit agreements by approximately $800 million.

Outstanding debt, including current maturities and net of debt discounts, as of February 28, 2015 principally consists of (in millions):

Total debt, including both the current- and long-term portions of capital lease obligations, increased by $3.6 billion to $3.7 billion as of the end of fiscal 2013 compared to the end of fiscal 2012. This increase was primarily the result of the NAI acquisition and United acquisition and related financing. We assumed debt with a fair value of $2.6 billion as a result of the NAI acquisition and subsequently redeemed $592.0 million of the assumed debt. We also secured term loan financing of $1.2 billion in connection with the NAI acquisition and subsequently increased the borrowings under the term loan financing by $300 million to finance the United acquisition.

See Note 8—Long-Term Debt in our consolidated financial statements, included elsewhere in this prospectus, for additional information related to our outstanding debt.

Based upon the current level of operations, we believe that net cash flow from operating activities and other sources of liquidity, including borrowings under our ABL revolving credit facilities, will be adequate to meet anticipated requirements for working capital, capital expenditures, interest payments and scheduled principal payments for the foreseeable future. There can be no assurance, however,

that our business will continue to generate cash flow at or above current levels or that we will maintain our ability to borrow under our revolving credit facilities.

As of February 28, 2015, we had approximately $980.0 million of borrowings outstanding under our asset-based revolving credit facilities and total availability of approximately $1.8 billion (net of letter of credit usage).

The ABS/Safeway ABL Facility contains no financial covenants unless and until (i) an event of default under the ABS/Safeway ABL Facility has occurred and is continuing or (ii) the failure of Albertsons to maintain excess availability of at least 10.0% of the aggregate commitments at any time or (iii) excess availability is less than $200.0 million. If any such events occur, then Albertsons is required to maintain a fixed-charge coverage ratio of 1.0 to 1.0 until such event of default is cured or waived or the 30th day after the other trigger event ceases to exist.

The NAI ABL Facility contains no covenants unless and until (i) an event of default under the NAI ABL Facility has occurred and is continuing or (ii) the failure of NAI to maintain excess availability of at least 10.0% of the aggregate commitments at any time. If any of such events occur, NAI is required to maintain a fixed charge coverage ratio of 1.0 to 1.0 until such event of default is cured or waived or the 30th day after the other trigger event ceases to exist.

As of fiscal 2014, there are no financial covenants under our asset-based revolving credit facilities because the conditions listed above have not been met.

Adjusted EBITDA is a non-GAAP operating financial measure that we define as earnings (net income (loss)) before interest, income taxes, depreciation and amortization, as further adjusted to eliminate the effects of items management does not consider in assessing ongoing performance. We believe that Adjusted EBITDA provides a meaningful representation of operating performance because it excludes the impact of items that could be considered “non-core” in nature. We use Adjusted EBITDA to measure overall performance and assess performance against peers. Adjusted EBITDA also facilitates our evaluation of our ability to service debt and provides useful information for our investors, securities analysts and other interested parties. Adjusted EBITDA is not a measure of performance under GAAP and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. Our definition of Adjusted EBITDA may not be identical to similarly titled measures reported by other companies.

For fiscal 2014, Adjusted EBITDA was $1.1 billion, or 4.0% of sales, an increase of 87.5% compared to $585.9 million, or 2.9% of sales, for fiscal 2013. The increase in Adjusted EBITDA for fiscal 2014 reflects our improved operating performance as well as contributions from the Safeway and United acquisitions.

Following is a reconciliation of GAAP Net (loss) income to Adjusted EBITDA (in millions):

The table below presents our significant contractual obligations as of February 28, 2015 (in millions)(1):

The company is party to a variety of contractual agreements pursuant to which it may be obligated to indemnify the other party for certain matters. These contracts primarily relate to the company’s commercial contracts, operating leases and other real estate contracts, trademarks, intellectual property, financial agreements and various other agreements. Under these agreements, the company may provide certain routine indemnifications relating to representations and warranties (for example, ownership of assets, environmental or tax indemnifications) or personal injury matters. The terms of these indemnifications range in duration and may not be explicitly defined. The company believes that if it were to incur a loss in any of these matters, the loss would not have a material effect on the company’s financial statements.

The company had letters of credit of $795.4 million outstanding as of February 28, 2015. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the company. The company pays fees ranging from the London Interbank Offered Rate (“LIBOR”) plus 1.5% to LIBOR plus 3.0% plus a fronting fee of 0.125% on the face amount of the letters of credit.

See Note 1—Description of Business, Basis of Presentation and Summary of Significant Accounting Policies in our consolidated financial statements, included elsewhere in this prospectus, for new accounting pronouncements which have not yet been adopted.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a fair and consistent manner. See Note 1—Description of Business, Basis of Presentation and Summary of Significant Accounting Policies in our consolidated financial statements, included elsewhere in this prospectus, for a discussion of our significant accounting policies.

Management believes the following critical accounting policies reflect its more subjective or complex judgments and estimates used in the preparation of our consolidated financial statements.

Consistent with standard practices in the retail industry, we receive allowances from many of the vendors whose products we buy for resale in our stores. These vendor allowances are provided to increase the sell-through of the related products. We receive vendor allowances for a variety of merchandising activities: placement of the vendors’ products in our advertising; display of the vendors’ products in prominent locations in our stores; supporting the introduction of new products into our retail stores and distribution systems; exclusivity rights in certain categories; and to compensate for temporary price reductions offered to customers on products held for sale at retail stores. We also receive vendor allowances for buying activities such as credits for purchasing products in advance of their need and cash discounts for the early payment of merchandise purchases. The majority of the vendor allowance contracts have terms of less than one year.

We recognize vendor allowances for merchandising activities as a reduction of cost of sales when the related products are sold. Vendor allowances that have been earned because of completing the required performance under the terms of the underlying agreements but for which the product has not yet been sold are recognized as reductions of inventory. The amount and timing of recognition of vendor allowances as well as the amount of vendor allowances to be recognized as a reduction of ending inventory requires management judgment and estimates. We determine these amounts based on estimates of current-year purchase volume using forecast and historical data and a review of average inventory turnover data. These judgments and estimates affect our reported gross profit, operating earnings (loss) and inventory amounts. Our historical estimates have been reliable in the past, and we believe the methodology will continue to be reliable in the future. Based on previous experience, we do not expect significant changes in the level of vendor support.

We are primarily self-insured for workers’ compensation, healthcare, and general and automobile liability. The self-insurance liability is undiscounted and determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. We have established third-party coverage that limits our further exposure after a claim reaches the designated stop-loss threshold. In determining our self-insurance liabilities, we continually review our overall position and reserving techniques. Because recorded amounts are based on estimates, the ultimate cost of all incurred claims and related expenses may be more or less than the recorded liabilities.

Any actuarial projection of self-insured losses is subject to a high degree of variability. Litigation trends, legal interpretations, benefit level changes, claim settlement patterns and similar factors influenced historical development trends that were used to determine the current-year expense and, therefore, contributed to the variability in the annual expense. However, these factors are not direct inputs into the actuarial projection, and thus their individual impact cannot be quantified.

We regularly review our individual stores’ operating performance for indications of impairment. We also regularly review our distribution centers, manufacturing and intangible assets with finite lives. When events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable, its future undiscounted cash flows are compared to the carrying value. If the carrying value of the asset group to be held and used is greater than the future undiscounted cash flows, an impairment loss is recognized to record the asset group at fair value. For property and equipment held for sale, we recognize impairment charges for the excess of the carrying value plus estimated costs of disposal over the fair value. Fair values are based on discounted cash flows or current market rates. These estimates of fair value can be significantly impacted by factors such as changes in the current economic environment and real estate market conditions.

On December 19, 2014, in connection with the Safeway acquisition, we, together with Safeway, announced that we had entered into agreements to sell 111 Albertsons and 57 Safeway stores across eight states to four separate buyers. The divestiture of these stores was required by the FTC as a condition of closing the Safeway acquisition and was contingent on the closing of the Safeway acquisition. As a result, we recorded an impairment loss on the Albertsons’ stores of $233.4 million during fiscal 2014.

In accordance with ASC 805, Business Combinations, we estimate the fair value of acquired assets and assumed liabilities as of the acquisition date of business combinations. These fair value adjustments are input into the calculation of goodwill or bargain purchase gain.

The fair value of assets acquired and liabilities assumed are determined using market, income and cost approaches from the perspective of a market participant. The fair value measurements can be based on significant inputs that are not readily observable in the market. The market approach indicates value for a subject asset based on available market pricing for comparable assets. The market approach used includes prices and other relevant information generated by market transactions involving comparable assets, as well as pricing guides and other sources. The income approach indicates value for a subject asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a required market rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent

economic utility, was used, as appropriate, for certain assets for which the market and income approaches could not be applied due to the nature of the asset. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the asset, adjusted for obsolescence, whether physical, functional or economic.

As of February 28, 2015, our goodwill totaled $1.0 billion, of which $957.2 million was recorded as part of our recent acquisition of Safeway. We review goodwill for impairment in the fourth quarter of each year, and also upon the occurrence of triggering events. We perform reviews of each of our reporting units that have goodwill balances. Fair value is determined using a multiple of earnings, or discounted projected future cash flows, and we compare fair value to the carrying value of a reporting unit for purposes of identifying potential impairment. We base projected future cash flows on management’s knowledge of the current operating environment and expectations for the future. If we identify potential for impairment, we measure the fair value of a reporting unit against the fair value of its underlying assets and liabilities, excluding goodwill, to estimate an implied fair value of the reporting unit’s goodwill. We recognize goodwill impairment for any excess of the carrying value of the reporting unit’s goodwill over the implied fair value. The impairment review requires the use of management judgment and financial estimates. Application of alternative estimates and assumptions, such as reviewing goodwill for impairment at a different level, could produce significantly different results. The cash flow projections embedded in our goodwill impairment reviews can be affected by several factors such as inflation, business valuations in the market, the economy and market competition.

The annual evaluation of goodwill performed for our reporting units during the fourth quarters of fiscal 2014, fiscal 2013 and fiscal 2012 did not result in impairment. Based on current and future expected cash flows, we believe goodwill impairments are not reasonably likely.

We periodically grant membership interests to employees and non-employees in exchange for services. The membership interests we grant to employees are not traditional stock options or stock awards, but are equity interests in a privately held company that participate in earnings, subject to certain distribution thresholds. We account for these as equity-based awards in accordance with the applicable accounting guidance for equity awards issued to employees and non-employees, respectively. To value these awards, the company has determined that an option pricing model is the most appropriate method to measure the fair value of these awards.

In March 2013, we granted 103 Class C Units (2,641,428 Class C Units following a 25,598 for 1 split in January 2015) to certain key executives under the company’s Class C Incentive Unit Plan (the “Class C Plan”). Class C units were accounted for as equity awards to employees in accordance with Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”). The fair value of these grants was based on the grant date fair value, which was based on the enterprise valuation at the date of grant and the residual cash flows distributed to Class C unit holders after hurdles are met as defined in the limited liability company agreement of AB Acquisition. The fair value of the Class C units was calculated using an assumed and expected term of three years and no forfeiture rate given the low likelihood that the recipients’ would discontinue working for the company.

The Class C units granted were valued at $7.70 per unit with a $20.3 million aggregate fair value. Factors contributing to the March 2013 fair value included the acquisition of NAI, which significantly expanded the company’s operations, but whose store performance and expected synergies had not yet been proven.

In January 2015, we granted the following equity awards to employees and non-employees:

We determine fair value of unvested and issued awards on the grant date using an option pricing model, adjusted for a lack of marketability and using an expected term or time to liquidity based on judgments made by management. We also consider forfeitures for equity-based grants which are not expected to vest. Expected volatility is calculated based upon historical volatility data from a group of comparable companies over a time frame consistent with the expected life of the awards. The expected risk-free rate is based on the U.S. Treasury yield curve rates in effect at the time of the grant using the term most consistent with the expected life of the award. Dividend yield was estimated at zero as we do not anticipate making regular future distributions to stockholders. Changes in these inputs and assumptions can materially affect the measurement of the estimated fair value of our equity-based compensation expense.

We are required to estimate the enterprise value underlying our equity-based awards when performing fair value calculations. Due to the prior absence of a market for our equity interests, enterprise value is determined by management with the assistance of valuation specialists. The most recent valuation was performed as of January 2015 and uses a Market and Income approach weighted at 50% each. The Market Approach uses the Guideline Public Company Method, which focuses on comparing the subject entity to selected reasonably similar (or guideline) publicly traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of the subject entity relative to the selected guideline companies; and (iii) applied to the operating data of the subject entity to arrive at an indication of value. The Income Approach utilized the Discounted Cash Flow (“DCF”) Method. The DCF Method measures the value of the enterprise by estimating the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the company. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable to the company over its life and discounts the cash flows using a rate of return that accounts for both the time value of money and investment risk factors. Management utilized future projections discounted using a present value factor of 9% and a long-term terminal growth rate of 2.4%. Grants subsequent to our initial public offering will be based on the trading value of our common stock.

The Series 1 Incentive Units and Investor Incentive Units granted in January 2015 were valued at $22.11 per unit with a $403.7 million aggregate fair value. Factors contributing to the January 2015 fair

value included the significant improvement of the stores acquired as part of the NAI acquisition in 2013 and realization of operational synergies, the acquisition of United and the acquisition of Safeway, as well as market valuations of comparable publicly traded grocers, and general capital market conditions in the U.S.

The following assumptions were used for the January 2015 equity awards issued and granted:

Substantially all of our employees are covered by various contributory and non-contributory pension, profit sharing or 401(k) plans, in addition to a dedicated defined benefit plan for Safeway, a plan for NAI and a plan for United employees. Certain employees participate in a long-term retention incentive bonus plan. We also provide certain health and welfare benefits, including short-term and long-term disability benefits to inactive disabled employees prior to retirement. Most union employees participate in multiemployer retirement plans under collective bargaining agreements, unless the collective bargaining agreement provides for participation in plans sponsored by us.

We recognize a liability for the under-funded status of the defined benefit plans as a component of pension and post-retirement benefit obligations. Actuarial gains or losses and prior service costs or credits are recorded within Other comprehensive income (loss). The determination of our obligation and related expense for our sponsored pensions and other post-retirement benefits is dependent, in part, on management’s selection of certain actuarial assumptions in calculating these amounts. These assumptions include, among other things, the discount rate and expected long-term rate of return on plan assets.

The objective of our discount rate assumptions was intended to reflect the rates at which the pension benefits could be effectively settled. In making this determination, we take into account the timing and amount of benefits that would be available under the plans. Our methodology for selecting the discount rates was to match the plans’ cash flows to that of a hypothetical bond portfolio whose cash flows from coupons and maturities match the plans’ projected benefit cash flows. The discount rates are the single rates that produce the same present value of cash flows. We utilized weighted discount rates of 3.75% and 4.62% for our pension plan expenses for fiscal 2014 and fiscal 2013, respectively. To determine the expected rate of return on pension plan assets held by us for fiscal 2014, we considered current and forecasted plan asset allocations as well as historical and forecasted rates of return on various asset categories. Our weighted assumed pension plan investment rate of return was 6.97% for fiscal 2014 and 7.17% for fiscal 2013. See Note 14—Employee Benefit Plans and Collective Bargaining Agreements in our consolidated financial statements, included elsewhere in this prospectus, for more information on the asset allocations of pension plan assets.

Sensitivity to changes in the major assumptions used in the calculation of our pension and other post-retirement plan liabilities is illustrated below (in millions).

Safeway’s pension and post-retirement plans’ results were only included for the last four weeks of fiscal 2015 that followed the acquisition date. If the impact of a full year of Safeway’s results were

included in the sensitivity table above, the results would be more significant. A 1% increase in discount rate would decrease pension expense by $12.3 million and a 1% decrease in discount rate would increase pension expense by $6.2 million. Additionally, a 1% increase in expected return on plan assets would decrease pension expense by $20.4 million and a 1% decrease in expected return on plan assets would increase pension expense by $20.3 million.

In the fourth quarter of fiscal 2014, we contributed $260.0 million to the Safeway ERP under a settlement with the PBGC in connection with the Safeway acquisition closing.

We contribute to various multiemployer pension plans. In conjunction with the Safeway acquisition, we assumed a multiemployer pension withdrawal liability in connection with Safeway’s closure of its Dominick’s division. These multiemployer plans generally provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Plan trustees typically are responsible for determining the level of benefits to be provided to participants as well as the investment of the assets and plan administration. Expense is recognized in connection with these plans as contributions are funded. We made contributions to these plans of $113.4 million, $74.2 million and $33.1 million in fiscal 2014, fiscal 2013 and fiscal 2012, respectively. In fiscal 2015, we expect to contribute approximately $370.0 million to multiemployer pension plans, subject to collective bargaining and capital market conditions.

We review the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in our consolidated financial statements. See Note 13—Income Taxes in our consolidated financial statements, included elsewhere in this prospectus, for the amount of unrecognized tax benefits and other disclosures related to uncertain tax positions. Various taxing authorities periodically examine our income tax returns. These examinations include questions regarding our tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating these various tax filing positions, including state and local taxes. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in our financial statements. A number of years may elapse before an uncertain tax position is examined and fully resolved. As of February 28, 2015, we are no longer subject to federal income tax examinations for fiscal years prior to 2007 and in most states are no longer subject to state income tax examinations for fiscal years before 2007. Tax years 2007 through 2014 remain under examination. The assessment of our tax position relies on the judgment of management to estimate the exposures associated with our various filing positions.

We are exposed to market risk from a variety of sources, including changes in interest rates, foreign currency exchange rates and commodity prices. We have from time to time selectively used derivative financial instruments to reduce these market risks. We do not utilize financial instruments for trading or other speculative purposes, nor do we utilize leveraged financial instruments. Our market risk exposures related to interest rates, foreign currency and commodity prices are discussed below and have not materially changed from the prior fiscal year. In fiscal 2014, we began using derivative financial instruments to reduce these market risks related to interest rates.

We are exposed to market risk from fluctuations in interest rates. We manage our exposure to interest rate fluctuations through the use of interest rate swaps (“Cash Flow Hedges”). Our risk management objective and strategy is to utilize these interest rate swaps to protect the company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. We believe that we are meeting our objectives of hedging our risks in changes in cash flows that are attributable to changes in the LIBOR rate, which is the designated benchmark interest rate being hedged (the “hedged risk”), on an amount of the company’s debt principal equal to the then-outstanding swap notional amount.

Additionally, we had the Deal-Contingent Swap that was entered into on April 16, 2014 in order to reduce our exposure to anticipated variable rate debt issuances in connection with the Safeway acquisition. Upon consummation of the Safeway acquisition, the swap became effective and was designated as a cash flow hedge. In accordance with the swap agreement, we receive a floating rate of interest and pay a fixed rate of interest over the life of the contract.

Interest rate volatility could also materially affect the interest rate we pay on future borrowings under the Senior Secured Credit Facilities. The interest rate we pay on future borrowings under the Senior Secured Credit Facilities are dependent on LIBOR. We believe a 100 basis point increase or decrease on our variable interest rates would not be significant.

See Note 7—Derivative Financial Instruments in our consolidated financial statements, included elsewhere in this prospectus, for additional information.

The tables below provide information about our interest rate derivatives classified as Cash Flow Hedges, deal-contingent swaps and underlying debt portfolio as of February 28, 2015 (dollars in millions).

We have entered into fixed price contracts to purchase electricity and natural gas for a portion of our energy needs. Contracts entered into as of February 28, 2015 expire from 2015 through 2034 with a combined contract value of $99.9 million. We expect to take delivery of these commitments in the normal course of business, and, as a result, these commitments qualify as normal purchases. We do not believe that these energy and commodity swaps would cause a material change to the financial position of the company.

SUPPLEMENTAL MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF SAFEWAY

The following discussion should be read in conjunction with “Supplemental Selected Historical Financial Information of Safeway” and Safeway’s historical consolidated financial statements, and the accompanying notes contained therein, included elsewhere in this prospectus. This discussion contains forward-looking statements. Please see “Special Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions relating to these statements.

Safeway’s last three fiscal years prior to the Safeway acquisition consisted of the 53-week period ended January 3, 2015 (“fiscal 2014” or “2014”), the 52-week period ended December 28, 2013 (“fiscal 2013” or “2013”) and the 52-week period ended December 29, 2012 (“fiscal 2012” or “2012”).

On January 30, 2015, Albertson’s Holdings’ wholly-owned subsidiary, Saturn Acquisition Merger Sub, Inc., merged with and into Safeway, with Safeway surviving the merger as a wholly-owned subsidiary of Albertson’s Holdings. See “Business—Our Integration History and Banners” and Note V to Safeway’s historical consolidated financial statements, included elsewhere in this prospectus, for additional information.

On December 23, 2014, Safeway and its wholly-owned real estate development subsidiary, PDC, sold substantially all of the net assets of PDC to Terramar Retail Centers, LLC (“Terramar”), an unrelated party. PDC’s assets were comprised of shopping centers that are completed or under development. Most of these centers included a grocery store that was leased back to Safeway. The sale was consummated pursuant to an asset purchase agreement dated as of December 22, 2014 by and among Safeway, PDC and Terramar. See Note D to Safeway’s historical consolidated financial statements, included elsewhere in this prospectus, for additional information.

See Note B to Safeway’s historical consolidated financial statements, included elsewhere in this prospectus, for additional information on discontinued Safeway’s operations.

In fiscal 2014, Safeway reduced its debt by $1.2 billion with net proceeds from the sale of its Canadian operations and free cash flow. In August 2014, Safeway paid $802.7 million to redeem $320.0 million of the 2016 Safeway Notes and $400.0 million of the 2017 Safeway Notes. In connection with the Safeway acquisition, Safeway contributed $40.0 million in cash to PDC in the second quarter of fiscal 2014. This cash was to be held in a reserve account until the earlier to occur of (i) payment in full of the mortgage indebtedness encumbering a shopping center in Lahaina, Hawaii and (ii) the release of Safeway from any guaranty obligations in connection with such indebtedness. During the third quarter of fiscal 2014, Safeway deposited $40.0 million with a trustee and achieved a full legal defeasance of the mortgage indebtedness and was released from the guaranty obligations associated with such indebtedness. Therefore, during the third quarter of fiscal 2014, Safeway extinguished the $40.8 million mortgage from its condensed consolidated balance sheet. In addition, Safeway repaid the $400.0 million outstanding under its term credit agreement during fiscal 2014.

During fiscal 2013, Safeway reduced debt by $1.4 billion with a combination of net proceeds from the sale of its Canadian operations, free cash flow and net proceeds from the initial public offering of

Blackhawk. Safeway repaid its $250.0 million floating rate senior notes on the December 12, 2013 maturity date and redeemed $500.0 million of 6.25% Senior Notes due March 15, 2014. Additionally, in the fourth quarter of fiscal 2013, Safeway deposited CAD304.5 million in an account with the trustee under the indenture governing the CAD300.0 million, 3.00% second series notes due March 31, 2014. Safeway met the conditions for satisfaction and discharge of Safeway’s obligations under the indenture and, as a result, extinguished the $287.9 million notes and $292.2 million cash from the consolidated balance sheet. In addition, Safeway reduced borrowings under its term credit agreement by $300.0 million.

In connection with the closing of the Safeway acquisition, on January 30, 2015, Safeway became party to (i) the ABS/Safeway ABL Agreement (as defined herein) with borrowing capacity of up to $3.0 billion, $980.0 million of which was drawn as of January 30, 2015 and (ii) the $6.3 billion principal amount ABS/Safeway Term Loan Agreement (as defined herein). In addition, pursuant to the Safeway acquisition agreement, Safeway is an obligor and its domestic subsidiaries are guarantors of $609.7 million in principal amount of the 7.750% ABS/Safeway Notes (after repayment of a portion of those notes on February 9, 2015). The proceeds of this indebtedness, together with approximately $650 million of cash on hand, were used to pay a portion of the Safeway acquisition consideration and related fees and expenses of the Safeway acquisition and to provide working capital.

Income from continuing operations was $103.2 million ($0.44 per diluted share) in fiscal 2014, $217.1 million ($0.89 per diluted share) in fiscal 2013 and $249.2 million ($1.00 per diluted share) in fiscal 2012. Fiscal 2014 included a loss on foreign currency translation of $131.2 million, a loss on extinguishment of debt of $84.4 million and merger- and integration-related expenses of $48.8 million. Fiscal 2013 included a $57.4 million loss on foreign currency translation and a $30.0 million loss from the impairment of notes receivable. Fiscal 2012 included a $46.5 million gain from legal settlements.

Safeway’s identical store sales increases for fiscal 2014, fiscal 2013 and fiscal 2012 were as follows:

Safeway’s sales increased 3.6% to $36,330.2 million in fiscal 2014 from $35,064.9 million in fiscal 2013. Identical store sales increased 2.8%, or $865 million, due to inflation and better merchandising. Average transaction size and transaction counts increased during fiscal 2014. The additional week in fiscal 2014 contributed $573 million in sales. Fuel sales decreased $206 million in fiscal 2014, as a result of the average retail price per gallon of fuel decreasing 2.9% and gallons sold decreasing 2.1%.

Safeway’s sales decreased 0.3% to $35,064.9 million in fiscal 2013 from $35,161.5 million in fiscal 2012. Identical store sales increased 1.7%, or $511 million, due to inflation and better merchandising. Warehouse and supply sales increased $35 million. Other revenue, primarily from gift and prepaid card sales, increased $13 million. Fuel sales declined $425.8 million in fiscal 2013, as a result of the average retail price per gallon of fuel decreasing 4.1% and gallons sold decreasing 5.4%. Sales declined $233 million due to the disposition of Safeway’s Genuardi’s stores in fiscal 2012. Store closures, net of new stores, decreased sales by $39 million. Average transaction size and transaction counts increased during fiscal 2013.

Gross profit represents the portion of sales revenue remaining after deducting the cost of goods sold during the period, including purchase and distribution costs. These costs include inbound freight charges, purchasing and receiving costs, warehouse inspection costs, warehousing costs and other costs associated with Safeway’s distribution network. Advertising and promotional expenses are also a component of cost of goods sold. Additionally, all vendor allowances are classified as an element of cost of goods sold.

Safeway’s gross profit margin was 26.7% of sales in fiscal 2014, 26.3% of sales in fiscal 2013 and 26.3% in fiscal 2012.

Safeway’s gross profit margin increased 32 basis points to 26.7% of sales in fiscal 2014 from 26.3% of sales in fiscal 2013 primarily for the following reasons:

Safeway’s gross profit margin increased eight basis points to 26.33% of sales in fiscal 2013 from 26.25% of sales in fiscal 2012 primarily for the following reasons:

Safeway’s shrink expense increased 15 basis points in fiscal 2014 and 19 basis points in fiscal 2013. In the second half of fiscal 2013, Safeway implemented a new strategy which focuses more on increasing sales with less emphasis on controlling shrink, which led to higher shrink expense in fiscal 2014 and fiscal 2013.

Safeway’s vendor allowances totaled $2.5 billion in fiscal 2014, $2.4 billion in fiscal 2013 and $2.3 billion in fiscal 2012 and can be grouped into the following broad categories: promotional allowances, slotting allowances and contract allowances.

Promotional allowances make up the vast majority of all of Safeway’s allowances. With promotional allowances, vendors pay Safeway to promote their product. The promotion may be any combination of a temporary price reduction, a feature in print ads, a feature in a Safeway circular or a preferred location in the store. Safeway’s promotions are typically one to two weeks long.

Slotting allowances are a very small portion of Safeway’s total allowances. With slotting allowances, the vendor reimburses Safeway for the cost of placing new product on the shelf. Safeway has no obligation or commitment to keep the product on the shelf for a minimum period.

Contract allowances make up the remainder of all of Safeway’s allowances. Under a typical contract allowance, a vendor pays Safeway to keep product on the shelf for a minimum period of time or when volume thresholds are achieved.

Promotional and slotting allowances are accounted for as a reduction in the cost of purchased inventory and are recognized when the related inventory is sold. Contract allowances are recognized as a reduction in the cost of goods sold as volume thresholds are achieved or through the passage of time.

Safeway’s operating and administrative expense consists primarily of store occupancy costs and backstage expenses, which, in turn, consist primarily of wages, employee benefits, rent, depreciation and utilities.

Safeway’s operating and administrative expense was 25.18% of sales in fiscal 2014 compared to 24.75% of sales in fiscal 2013 and 24.44% in fiscal 2012.

Safeway’s operating and administrative expense margin increased 43 basis points to 25.18% of sales in fiscal 2014 from 24.75% of sales in fiscal 2013 primarily for the following reasons:

Safeway’s self-insurance expense increased $55.3 million to $153.9 million in fiscal 2014 from $98.6 million in fiscal 2013. A 25 basis point decline in the discount rate used to measure the present value of the self-insurance liability in fiscal 2014 increased Safeway’s self-insurance expense by approximately $6 million. In fiscal 2013, a 100 basis point increase in the discount rate reduced fiscal 2013 expense by approximately $24 million. The remaining increase was due primarily to adverse claim development.

Safeway’s operating and administrative expense margin increased 31 basis points to 24.75% of sales in fiscal 2013 from 24.44% of sales in fiscal 2012 primarily for the following reasons:

Safeway’s operating and administrative expense included a net gain on property dispositions of $38.8 million in fiscal 2014, a net gain of $51.2 million in fiscal 2013 and a net gain of $48.3 million in fiscal 2012.

Safeway’s interest expense was $198.9 million in fiscal 2014, compared to $273.0 million in fiscal 2013 and $300.6 million in fiscal 2012. The decrease in fiscal 2014 was due to lower average borrowings, partly offset by increased average interest rates. The decrease in interest expense in fiscal 2013 was due to lower average borrowing in fiscal 2013 compared to fiscal 2012, partly offset by slightly higher interest rates.

Average borrowings from continuing operations at Safeway were $3,680.5 million, $5,623.9 million and $6,378.9 million in fiscal 2014, fiscal 2013 and fiscal 2012, respectively. Average interest rates were 5.42%, 4.85% and 4.71% in fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

Safeway incurred a loss on extinguishment of debt of $84.4 million and $10.1 million in fiscal 2014 and fiscal 2013, respectively. See Note G to Safeway’s historical consolidated financial statements, included elsewhere in this prospectus, for additional information.

After the sale of Safeway’s Canadian operations, the adjustments resulting from translation of assets and liabilities denominated in Canadian dollars are included in Safeway’s statement of income as a foreign currency gain or loss. Foreign currency loss at Safeway was $131.2 million in fiscal 2014 and $57.4 million in fiscal 2013.

In fiscal 2014, Safeway’s other income, net consisted of interest income of $22.5 million, equity in earnings of unconsolidated affiliate of $16.2 million and gain on the sale of investments of $6.3 million. In fiscal 2013, Safeway’s other income, net consisted primarily of interest income of $14.8 million, equity in earnings from Safeway’s unconsolidated affiliate of $17.6 million and gain on the sale of investments of $8.6 million. In fiscal 2012, other income, net consists primarily of interest income of $9.9 million and equity in earnings of unconsolidated affiliates of $17.5 million.

Safeway’s fiscal 2014 income tax expense was $61.8 million, or 37.5% of pre-tax income. In fiscal 2013, Safeway had income tax expense of $34.5 million, or 13.7% of pre-tax income. In fiscal 2013, Safeway withdrew $68.7 million from the accumulated cash surrender value of corporate-owned life insurance policies and determined that a majority of the remaining cash surrender value would be received in the future through tax-free death benefits. Consequently, Safeway reversed deferred taxes on that remaining cash surrender value and reduced fiscal 2013 income tax expense by $17.2 million. In fiscal 2012, income tax expense was $113.0 million, or 31.2%, of pre-tax income.

Management believes that “Adjusted EBITDA from Continuing Operations” is a useful measure of operating performance that facilitates management’s evaluation of the company’s ability to service debt and capability to incur more debt to generate the cash needed to grow the business (including at times when interest rates fluctuate). Omitting interest, taxes and the other enumerated items provides a financial measure that is useful to management in assessing operating performance because the cash Safeway’s business operations generate enables us to incur debt and thus to grow.

Management believes that Adjusted EBITDA from Continuing Operations also facilitates comparisons of Safeway’s results of operations with those of companies having different capital structures. Since the levels of indebtedness, tax structures, discontinued operations, property impairment charges, methodologies in calculating LIFO expense and unconsolidated affiliates that other companies have are different from the company’s, we omit these amounts to facilitate investors’ ability to make these comparisons. Similarly, we omit depreciation and amortization because other companies may employ a greater or lesser amount of owned property, and because, in management’s experience, whether a store is new or one that is fully or mostly depreciated does not necessarily correlate to the contribution such store makes to operating performance.

Management also believes that investors, analysts and other interested parties view our ability to generate Adjusted EBITDA from Continuing Operations as an important measure of our operating performance and that of other companies in our industry.

Adjusted EBITDA from Continuing Operations is a useful indicator of Safeway’s ability to service debt, fund share repurchases and pay dividends that management believes will enhance stockholder value. Adjusted EBITDA from Continuing Operations is also a useful indicator of cash available for investing activities.

The computation of Adjusted EBITDA from Continuing Operations is provided below. Adjusted EBITDA from Continuing Operations should not be considered as an alternative to income from continuing operations, net of tax, or cash flow from operating activities (which are determined in accordance with GAAP). Other companies may define Adjusted EBITDA differently and, as a result, such measures may not be comparable to Safeway’s Adjusted EBITDA from Continuing Operations (dollars in millions).

Safeway’s net cash flow provided by operating activities was $1,387.7 million in fiscal 2014, $1,071.4 million in fiscal 2013 and $1,226.5 million in fiscal 2012. Net cash flow from operating activities increased in fiscal 2014 compared to fiscal 2013 primarily due to higher income taxes paid in fiscal 2013. The decrease in Safeway’s net cash flow provided by operating activities in fiscal 2013 from fiscal 2012 was due primarily to income taxes paid from continuing operations.

Safeway’s cash contributions to Safeway’s pension and post-retirement benefit plans are expected to be $268.0 million in fiscal 2015 and totaled $13.3 million in fiscal 2014, $56.3 million in fiscal 2013 and $110.3 million in fiscal 2012.

Safeway’s net cash flow used by investing activities, which consists principally of cash paid for property additions, was $115.6 million in fiscal 2014, $442.7 million in fiscal 2013 and $593.2 million in fiscal 2012. Safeway’s net cash flow used by investing activities declined in fiscal 2014 compared to fiscal 2013, primarily as a result of proceeds from the sale of PDC in fiscal 2014. Net cash flow used by investing activities declined in fiscal 2013 compared to fiscal 2012, primarily as a result of lower capital expenditures and higher proceeds from Safeway-owned life insurance policies in fiscal 2013.

Safeway’s cash paid for property additions was $711.2 million in fiscal 2014, $738.2 million in fiscal 2013 and $800.1 million in fiscal 2012. Capital expenditures by major category of spending were as follows:

Safeway’s net cash flow used by financing activities was $1,672.1 million in fiscal 2014, $2,003.9 million in fiscal 2013 and $1,329.1 million in fiscal 2012. In fiscal 2014, net cash payments on debt were $1,371.8 million. Safeway paid $82.0 million to extinguish certain debt and paid $251.8 million in dividends in fiscal 2014. In fiscal 2013, net cash payments on debt were $1,386.0 million. Safeway also repurchased $663.7 million of common stock, paid $181.4 million in dividends and received net proceeds of $240.1 million from the exercise of stock options in fiscal 2013. In fiscal 2012, net cash additions to debt were $117.5 million. Additionally, Safeway repurchased $1,274.5 million of common stock and paid $163.9 million in dividends in fiscal 2012.

We are one of the largest food and drug retailers in the United States, with both strong 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, Randalls, 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 provide our customers with a service-oriented shopping experience, including convenient and value-added services through 1,698 pharmacies, 1,090 in-store branded coffee shops and 378 adjacent fuel centers. We have approximately 265,000 talented and dedicated employees serving on average more than 33 million customers each week.

We implement our playbook through a decentralized management structure. We believe this approach allows our division and district-level leadership teams to create a superior customer experience and deliver outstanding operating performance. These teams are empowered and incentivized to make decisions on product assortment, placement, pricing, promotional plans and capital spending in the local communities and neighborhoods they serve. Our store directors are responsible for implementing our operating playbook on a daily basis and ensuring that our employees remain focused on delivering outstanding service to our customers.

Over the past nine years, we have completed a series of acquisitions, beginning with our purchase of Albertson’s LLC in 2006. This was followed in March 2013 by our acquisition of NAI from SuperValu, which included the Albertsons stores that we did not already own and stores operating under the Acme, Jewel-Osco, Shaw’s and Star Market banners. In December 2013, we acquired United, a regional grocery chain in North and West Texas. In January 2015, we acquired Safeway in a transaction that significantly increased our scale and geographic reach. We have also completed the divestiture of 168 stores required by the FTC in connection with the Safeway acquisition.

The following map represents our regional banners and combined store network as of June 20, 2015. We also operate 30 strategically located distribution centers and 21 manufacturing facilities. Approximately 48% of our stores are owned or ground-leased. Together, our owned and ground-leased properties have a value of approximately $10.5 billion based on appraisals conducted in January 2013 and January 2014 (as adjusted for FTC divestitures) (see “—Properties” below). Our principal banners are described in more detail below.

Under the Albertsons banner, which dates back to 1939, we operate 456 stores in 16 states across the Western and Southern United States. In addition to our broad grocery offering, approximately 364 Albertsons stores include in-store pharmacies (offering prescriptions, immunizations, online prescription refills and prescription savings plans), and we operate three fuel centers adjacent to our Albertsons stores.

Our management team has significantly improved the operating performance of the Albertsons stores that we acquired in 2013. In fiscal 2012, prior to their acquisition, identical store sales at these stores declined by 4.8%, compared to positive 8.2% identical store sales growth during fiscal 2014.

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 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 centers.

The Safeway acquisition has better positioned us for long-term growth by providing us with a broader assortment of products, a more efficient supply chain, enhanced fresh and perishable offerings and a high-quality and expansive portfolio of own brand products. These improvements enable us to respond to changing customer tastes and preferences and compete more effectively in a highly competitive industry.

Safeway has achieved consistent positive identical store sales growth over the past 16 fiscal quarters, driven in part by continued investment in the store base (with approximately 87% of Safeway stores new or remodeled since 2003) and the implementation of local marketing programs to enhance sales. Safeway has also begun to experience an acceleration in identical store sales growth, from 1.4% in fiscal 2013 to 3.0% in fiscal 2014.

Under the Acme, Jewel-Osco, Shaw’s and Star Market banners, we operate 446 stores, 302 in-store pharmacies and five adjacent fuel centers in 12 states across the Mid-Atlantic, Midwest and Northeast regions of the United States. Each of these banners has an operating history going back more than 100 years, has excellent store locations and has a loyal customer base.

Our management team has significantly improved the operating performance of these banners since we acquired them in 2013. During the four fiscal quarters prior to their acquisition, our Acme, Jewel-Osco, Shaw’s and Star Market stores were averaging negative 4.8% identical store sales compared to positive 9.1% for fiscal 2014.

In the North and West Texas area, we operate 54 stores under the United Supermarkets, Amigos and Market Street banners, together with 29 adjacent fuel centers and 11 United Express convenience stores. Our acquisition of United in December 2013 represented a unique opportunity to add a growing and profitable business in the growing Texas economy with an experienced and successful management team in place. Retaining the local management team was critical to our acquisition thesis. We have leveraged their abilities by both re-assigning and opening additional stores under their direct oversight. The United management team has considerable expertise in meeting the preferences of an upscale customer base with its Market Street format. United addresses its significant Hispanic customer base through its Amigos format, which we intend to leverage across other relevant regions going forward. We also benefit from distribution center and transportation efficiencies as a result of United’s adjacencies to our other operating divisions in the Southwest.

We are organized across 14 operating divisions. We operate with a decentralized management structure. Our division and district-level leadership teams are responsible and accountable for their own sales, profitability and capital expenditures, and are empowered and incentivized to make decisions on product assortment, placement, pricing, promotional plans and capital spending to best serve the local communities and neighborhoods they serve. Our division leaders collaborate to facilitate the rapid sharing of best practices. Our local merchandising teams spend considerable time working with store directors to make sure we are satisfying consumer preferences. Our store directors are responsible for ensuring that our employees provide outstanding service to our customers. We believe that this aspect of our operating playbook, combined with ongoing investments in store labor, coordinated employee training and a simple, well-understood quarterly sales and EBITDA-based bonus structure, fosters an organization that is nimble and responsive to the local tastes and preferences of our customers.

Our executive management team sets long-term strategy and annual objectives for our 14 divisions. They also facilitate the sharing of expertise and best practices across our business, including through the operation of centers of excellence for areas such as our own brands, space planning, pricing analytics, promotional effectiveness, product category trends and consumer insights. They seek to leverage our national scale by driving our efforts to maintain and deepen strong relationships with

large, national consumer products vendors. The executive management team also provides substantial data-driven analytical support for decision-making, providing division management teams with insights on their relative performance. Together, all of these elements reinforce our high standards of store-level execution and foster a collaborative, competitive and winning culture.

Our management team has developed and implemented a proven and successful operating playbook to drive sales growth, profitability and free cash flow. Our playbook covers every major facet of store-level operations and is based on the following key concepts:

We believe that the execution of our operating playbook has resulted in a meaningful 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 will enable us to further accelerate this rate. The charts below illustrate historical identical store sales growth across the Albertsons Stores, the NAI Stores and the Safeway stores:

We believe the following strengths differentiate us from our competitors and contribute to our ongoing success:

For more information on our ability to achieve any expected synergies, see “Risk Factors—Risks Related to the Safeway Acquisition and Integration—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.”

Continue to Drive Identical Store Sales Growth. Consistent with our operating playbook, we plan to deliver identical store sales growth by implementing the following initiatives:

We believe the combination of these actions and initiatives, together with the attractive industry trends described in more detail under “—Our Industry,” will continue to drive identical store sales growth.

Implement Our Synergy Realization Plan. We are currently executing our annual synergy plan of approximately $800 million from the acquisition of Safeway, which we expect to achieve by the end of fiscal 2018, with associated one-time costs of approximately $690 million (net of estimated synergy-related asset sale proceeds). We expect to achieve synergies from the Safeway acquisition of approximately $200 million in fiscal 2015, or $440 million on an annual run-rate basis, by the end of fiscal 2015, principally from corporate and division overhead savings, our own brands, vendor funds and marketing and advertising cost reductions. Approximately 80% of our $800 million annual synergy target is independent of sales growth, which we believe significantly reduces the risk of achieving our target.

Our detailed synergy plan was developed on a bottom-up, function-by-function basis by combined Albertsons and Safeway teams. Synergies are expected to consist of approximately 28% from operational efficiencies within our back office, distribution and manufacturing operations, 21% from the conversion of Albertsons stores onto Safeway’s information technology systems, 14% from increased own brand penetration and improved cost synergies and 12% from improved vendor relationships. An additional 25% of synergies are expected to come from optimizing marketing and advertising spend in adjacent regions, as well as actionable synergies in pharmacy, utilities and insurance. A more detailed description of the expected sources of synergy is set out below:

We operate in the $584 billion U.S. food and drug retail industry, a highly fragmented sector with a large number of companies competing locally and a limited number of companies with a national footprint. From 2010 through 2014, food and drug retail industry revenues increased at an average annual rate of 1.3%, driven in part by improving macroeconomic factors including gross domestic product, household disposable income, consumer confidence and employment. Food-at-Home inflation is forecasted to be 1.75% to 2.75% in 2015, which should also benefit industry sales. In addition to macroeconomic factors, the following trends, in particular, are expected to drive sales growth across the industry:

As of June 20, 2015, we operated 2,205 stores located in 33 states and the District of Columbia as shown in the following table:

Approximately 48% of our operating stores are owned or ground-leased properties. Together, our owned and ground-leased properties have a value of approximately $10.5 billion. Appraisals of our real estate were conducted by Cushman & Wakefield as of January 2013 as it relates to Albertson’s LLC and NAI and as of January 2014 as it relates to Safeway, and include internal valuations of United and Safeway’s manufacturing facilities and the effect of FTC-mandated divestitures.

Our corporate headquarters are located in Boise, Idaho. We own our headquarters. The premises is approximately 250,000 square feet in size. In addition to our corporate headquarters, we have corporate offices in Pleasanton, California and Phoenix, Arizona. We are in the process of consolidating our corporate campuses and division offices to increase efficiency.

On December 23, 2014, Safeway and its wholly-owned real estate development subsidiary, PDC, sold substantially all of the net assets of PDC to Terramar Retail Centers, LLC, an unrelated party. PDC’s assets were comprised of shopping centers that are completed or under development. Most of these centers included grocery stores that are leased back to Safeway.

Our stores offer grocery products, general merchandise, health and beauty care products, pharmacy, fuel and other items and services. The following table represents sales by revenue by similar type of product (in millions). Year over year increases in volume reflect acquisitions as well as identical store sales growth.

As of June 20, 2015, we operated 30 strategically located distribution centers, 70% of which are owned or ground-leased. Our distribution centers collectively provide approximately 86% of all products to our retail operating areas. We are in the process of consolidating our distribution centers and moving Albertsons and NAI stores, distribution centers and systems onto Safeway’s IT systems in order to operate our entire distribution network across one unified platform.

As measured by dollars for fiscal 2014, on a pro forma basis, 12% of our own brand merchandise was manufactured in company-owned facilities, and the remainder was purchased from third parties. We closely monitor make-versus-buy decisions on internally sourced products to optimize our profitability. In addition, we believe that our scale will provide opportunities to leverage our fixed manufacturing costs in order to drive innovation across our own brand portfolio.

We operated the following manufacturing and processing facilities as of June 20, 2015:

In addition, we operate laboratory facilities for quality assurance and research and development in certain plants and at our corporate offices.

Our marketing efforts involve collaboration between our national marketing and merchandising team and local divisions and stores. We augment the local division teams with corporate resources and are focused on providing expertise, sharing best practices and leveraging scale in partnership with leading consumer packaged goods vendors. Our corporate teams support divisions by providing strategic guidance in order to drive key areas of our business, including pharmacy, general merchandise and our own brands. Our local marketing teams set brand strategy and communicate brand messages through our integrated digital and physical marketing and advertising channels. Our online ordering platform, www.safeway.com, was the third largest in the United States based on 2013 sales.

Services. Currently, SuperValu provides certain business support services to Albertsons and NAI pursuant to the SVU TSAs. The services provided by SuperValu to Albertsons and NAI include back office, administrative, IT, procurement, insurance and accounting services. Albertsons provides records management and retention services and environmental services to SuperValu, and also provides office space to SuperValu at our Boise offices. NAI provides pharmacy services to SuperValu.

Fees. Albertsons’ and NAI’s fees under the SVU TSAs are 50% fixed and 50% variable, and are determined in part based on the number of stores and distribution centers receiving services, which number can be reduced by Albertsons and by NAI at any time upon five weeks’ notice, with a corresponding reduction in the variable portion of the fees due to SuperValu.

Albertsons, in its capacity as a recipient of services from SuperValu, paid total fees of $104.6 million for fiscal 2014. The expected fee due to SuperValu for fiscal 2015 is $91.3 million, $10 million of which was paid in advance. SuperValu reimburses Albertsons’ monthly expenses incurred in connection with providing office space to SuperValu at our Boise offices, as well as fees for records management and retention services, and environmental services.

NAI, in its capacity as a recipient of services from SuperValu, paid total fees of $86.2 million for fiscal 2014. The expected fee due to SuperValu for fiscal 2015 is $90.8, $10 million of which was paid in advance. SuperValu pays NAI fees based on the number of operating SuperValu pharmacies receiving services.

Term. The provision of services commenced in March 2013 and terminates on September 21, 2016. Each of SuperValu, Albertsons and NAI has nine remaining one-year consecutive options to extend the term for receipt of services under the SVU TSAs, exercisable one year in advance.

We are in the process of converting our Albertsons and NAI stores, distribution centers and systems to Safeway’s IT systems and, in April 2015, we reached an agreement with SuperValu for its support of our implementation of this IT conversion. Specifically, we have agreed to pay SuperValu $50 million in the aggregate, subject to certain conditions, by November 1, 2018 to support the transition and wind down of the SVU TSAs, including the transition of services supporting Albertsons and NAI stores, distribution centers, divisions, back office, general office, surplus properties and other functions and facilities. We also agreed with SuperValu to negotiate in good faith if either the costs associated with the transition and wind down services are materially higher (i.e., 5% or more) than anticipated, or SuperValu is not performing in all material respects the transition and wind down services as needed to support our transition and wind down activities.

In March 2013, NAI and Albertsons each entered into a trademark cross licensing agreement with SuperValu, pursuant to which each party granted the other a non-exclusive, royalty-free license to use certain proprietary rights (e.g., trademarks, trade names, trade dress, service marks, banners, etc.) consistent with the parties’ past practices and uses of the relevant proprietary rights. The cross license agreements will each remain in effect for so long as and to the extent that either party to the cross-license agreements owns any of the proprietary rights subject to the agreements.

In March 2013, NAI entered into an operating and supply agreement with SuperValu for the operation of, and supply of products from, the distribution center located in the Lancaster, Pennsylvania area (the “Lancaster Agreement”). Under the Lancaster Agreement, NAI owns the Lancaster distribution center and SuperValu manages and operates the distribution center on behalf of NAI. In addition, SuperValu supplies NAI’s Acme and Shaw’s stores from the distribution center under a shared costs arrangement, allocating costs ratably based on each parties’ use of the distribution center. Unless earlier terminated, the initial term of the Lancaster Agreement continues until March 21, 2018. Subject to either party’s right to terminate the Lancaster Agreement for any reason and without cause upon 24 months’ notice (provided that NAI cannot give a termination notice prior to May 28, 2016), SuperValu may extend the term of the agreement for up to two consecutive periods of five years each. For fiscal 2014, NAI paid SuperValu approximately $1,154 million under the Lancaster Agreement.

Our capital expenditure program funds new stores, remodels, distribution facilities and IT. We apply a disciplined approach to our capital investments, undertaking a rigorous cost-benefit analysis and targeting an attractive return on investment. In fiscal 2015, we expect to spend approximately $850 million for capital expenditures, or 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 integration-related capital expenditures in fiscal 2015, in advance of anticipated sales of surplus assets.

We have invested significantly in the development and protection of “Albertsons” and “Safeway” as both trade names and as trademarks, and consider each to be an important business asset. We also own or license more than 650 other trademarks registered and/or pending in the United States Patent and Trademark Office and other jurisdictions, including trademarks for products and services such as Essential Everyday, Wild Harvest, Baby Basics, Steakhouse Choice, Culinary Circle, Safeway, Safeway SELECT, Rancher’s Reserve, O Organics, Lucerne, Primo Taglio, Deli Counter, Eating Right, mom to mom, waterfront BISTRO, Bright Green, Pantry Essentials, Open Nature, Refreshe, Snack Artist, Signature Café, Signature Care, Signature Farms, Signature Kitchens, Signature Home, Signature SELECT, Priority, just for U, My Simple Nutrition, Ingredients for Life and other trademarks such as United Express, United Supermarkets, Amigos, Market Street, Lucky, Pak’N Save Foods, Vons, Pavilions, Randalls, Tom Thumb, Carrs Quality Centers, ACME, Sav-On, Shaw’s, Star Market, Super Saver and Jewel-Osco.

The food and drug retail industry is highly competitive. The principal competitive factors that affect our business are location, quality, price, service, selection and condition of assets such as our stores.

We face intense competition from other food and/or drug retailers, supercenters, club stores, online providers, specialty and niche supermarkets, drug stores, general merchandisers, wholesale stores, discount stores, convenience stores and restaurants. We and our competitors engage in price and non-price competition which, from time to time, has adversely affected our operating margins.

For more information on the competitive pressures that we face, see “Risk Factors—Risks Related to Our Business and Industry—Competition in our industry is intense, and our failure to compete successfully may adversely affect our profitability and results of operations.”

Various agricultural commodities constitute the principal raw materials used by the company in the manufacture of its food products. We believe that raw materials for our products are not in short supply, and all are readily available from a wide variety of independent suppliers.

Our operations are subject to regulation under environmental laws, including those relating to waste management, air emissions and underground storage tanks. In addition, as an owner and operator of commercial real estate, we may be subject to liability under applicable environmental laws for clean-up of contamination at our facilities. Compliance with, and clean-up liability under, these laws has not had and is not expected to have a material adverse effect upon our business, financial condition, liquidity or operating results. See “—Legal Proceedings” and “Risk Factors—Risks Related to Our Business and Industry—Unfavorable changes in, failure to comply with or increased costs to comply with environmental laws and regulations could adversely affect us. The storage and sale of petroleum products could cause disruptions and expose us to potentially significant liabilities.”

As of February 28, 2015 and excluding the effect of divestitures, we employed approximately 265,000 full- and part-time employees, of which approximately 174,000 were covered by collective bargaining agreements. During fiscal 2014, collective bargaining agreements covering approximately 50,000 employees were renegotiated. During fiscal 2015, 233 collective bargaining agreements covering approximately 73,000 employees are scheduled to expire. We believe that our relations with our employees are good.

We are subject from time to time to various claims and lawsuits arising in the ordinary course of business, including lawsuits involving trade practices, lawsuits alleging violations of state and/or federal wage and hour laws (including alleged violations of meal and rest period laws and alleged misclassification issues), real estate disputes and other matters. Some of these suits purport or may be determined to be class actions and/or seek substantial damages.

It is our management’s opinion that although the amount of liability with respect to certain of the matters described herein cannot be ascertained at this time, any resulting liability of these and other matters, including any punitive damages, will not have a material adverse effect on our business or financial condition.

In the second quarter of 2014, Safeway received two subpoenas from the DEA concerning its record keeping, reporting and related practices associated with the loss or theft of controlled substances. We are not a party to any pending DEA administrative or judicial proceeding arising from or related to these subpoenas. We are cooperating with the DEA in all investigative matters.

In June 2014, Albertson’s LLC agreed to settle a California civil enforcement action involving allegations of illegal disposal, storage, reverse logistic transportation and mismanagement of hazardous waste in violation of the California Hazardous Waste Control laws. Albertson’s LLC did not admit fault or liability in the settlement agreement and agreed to pay $3.4 million, which includes civil penalties, the cost of the investigation and funding for supplemental environmental projects in California. As part of the settlement, Albertson’s LLC also agreed to implement an improved retail hazardous product waste program, to create new, enhanced compliance programs and to provide an annual status report to the specified agencies for five years. The settlement pertains to all Albertson’s LLC retail and warehouse facilities in California.

In January 2015, Safeway Inc. agreed to settle a California enforcement action involving allegations of illegal disposal, storage, reverse logistic transportation and mismanagement of hazardous waste in violation of the California Hazardous Waste Control laws. Safeway did not admit fault or liability in the settlement agreement and agreed to pay $9.9 million, which includes civil penalties, the cost of investigation and funding for supplemental environmental projects in California. As part of the settlement, Safeway also agreed to continue certain compliance activities with respect to both potential hazardous waste and private health information and to provide an annual status report to the specified agencies for five years. The settlement pertains to all Safeway retail and warehouse facilities in California.

On August 14, 2014, we announced that we had experienced a criminal intrusion by installation of malware on a portion of our computer network that processes payment card transactions for retail store locations for our Shaw’s, Star Market, Acme, Jewel-Osco and Albertsons retail banners. On

September 29, 2014, we announced that we had experienced a second and separate criminal intrusion. We believe these were attempts to collect payment card data. Relying on our IT service provider, SuperValu, we took immediate steps to secure the affected part of the network. We believe that we have eradicated the malware used in each intrusion. We notified federal law enforcement authorities, the major payment card brands, and our insurance carriers and are cooperating in their efforts to investigate these intrusions. We have offered customers who used their payment cards at the stores experiencing the intrusions during the relevant time periods 12 months of complimentary consumer identity protection. We also established a call center to answer questions about the intrusions and the identity protection services being offered. As required by the payment card brands, we retained a firm to conduct a forensic investigation into the intrusions. Recently, the firm issued a report for the first intrusion (a copy of which has been provided to the card brands), finding that, although our network had previously been found to be compliant with PCI DSS, not all of these standards had been met, and this non-compliance may have contributed to or caused at least some portion of the compromise that occurred during the first intrusion. A report for the second intrusion is still pending. Due to the findings in the firm’s first report, we may have exposure to the payment card brands for non-ordinary operating expenses and incremental counterfeit fraud losses. As a result of the criminal intrusions, two class action complaints were filed against us by consumers and are currently pending, Mertz v. SuperValu Inc. et al. filed in federal court in the state of Minnesota and Rocke v. SuperValu Inc. et al. filed in federal court in the state of Idaho, alleging deceptive trade practices, negligence and invasion of privacy. Plaintiffs seek unspecified damages. The Judicial Panel on Multidistrict Litigation has consolidated the class actions and transferred the cases to the District of Minnesota.

On August 18, 2001, a group of truck drivers from Safeway’s Tracy, California distribution center filed an action in California Superior Court, San Joaquin County entitled Cicairos, et al. v. Summit Logistics, alleging that Summit Logistics, the entity with whom Safeway contracted to operate the distribution center until August 2003, failed to provide meal periods, rest periods and itemized wage statements to the drivers in violation of California state law. Under its contract with Summit Logistics, Safeway is obligated to defend and indemnify Summit Logistics in this lawsuit. On February 6, 2007, another group of truck drivers from the Tracy distribution center filed a similar action in the same court, entitled Bluford, et al. v. Safeway Inc., alleging essentially the same claims against Safeway. Both cases were subsequently certified as class actions. After lengthy litigation in the trial and appellate courts, on February 20, 2015, the parties signed a preliminary agreement of settlement that calls for us to pay approximately $31 million in total. This amount consists of a settlement fund of $30.2 million, out of which will be paid relief to the class, and attorneys’ fees and costs as awarded by the court. In addition to this settlement fund, we will pay interest of $10,000 if the distribution to the class is made in August 2015, with additional monthly amounts of interest if made after August 2015. We will also pay third-party settlement administrator costs, and our employer share of FICA/Medicare taxes. The motion for preliminary court approval of the settlement has been granted. A hearing on a motion for final approval of the settlement is scheduled for August 2015.

In connection with the Safeway acquisition, certain holders of Safeway common stock, who held approximately 17.7 million shares of common stock, gave notice of their right under Section 262 of the DGCL to exercise appraisal rights. Five petitions for appraisal were filed in the Court of Chancery of the State of Delaware on behalf of all former holders of Safeway common stock who had demanded appraisal. The petitions for appraisal were consolidated in April 2015. In May 2015, we reached a settlement with respect to five of the seven petitioners, representing approximately 14.0 million shares of Safeway common stock, pursuant to which the former stockholders dismissed their claims and received a total of $44.00 in cash and one Casa Ley CVR for each share of Safeway common stock they owned.

The appraisal action is ongoing with respect to the two remaining petitioners, with trial on the merits set to commence in April 2016. These remaining petitioners, representing approximately 3.7 million shares of Safeway common stock, have previously accepted a tender offer of the cash portion of the merger consideration of $34.92 per share, which stops statutory interest from accruing on any recovery of that amount. A reserve for outstanding appraisal claims has been established by the company. If the remaining petitioners are successful, they could be entitled to more for their stock than the per share merger consideration paid in the Safeway acquisition, which amount may be in excess of the accounting reserve that we have established.

The following table sets forth information regarding our board of directors and executive officers upon completion of this offering.

Robert G. Miller, Chairman and Chief Executive Officer. Mr. Miller has served as our Chairman and Chief Executive Officer since April 2015 and has served as a member of our board of directors since 2006. Mr. Miller previously served as our Executive Chairman from January 2015 to April 2015, and as Chief Executive Officer from June 2006 to January 2015. Mr. Miller has over 50 years of retail food and grocery experience. Mr. Miller previously served as Chairman and Chief Executive Officer of Fred Meyer Inc. and Rite Aid Corp. He is the former Vice Chairman of Kroger and former Chairman of Wild Oats Markets, Inc., a nationwide chain of natural and organic food markets. Earlier in his career, Mr. Miller served as Executive Vice President of Operations of Albertson’s, Inc. Mr. Miller is a current or former board member of Nordstrom Inc., JoAnn Fabrics, Harrah’s Entertainment Inc. and the Jim Pattison Group, Inc. Mr. Miller has detailed knowledge and valuable perspective and insights regarding our business and has responsibility for the development and implementation of our business strategy.

Wayne A. Denningham, Chief Operating Officer. Mr. Denningham has been our Chief Operating Officer since April 2015. Mr. Denningham is also a member of the Office of the CEO, a group that reports directly to, and meets frequently with, our Chief Executive Officer to discuss the development and implementation of our business strategy as well as operations, administration and marketing and merchandising priorities. Previously, he served as our Executive Vice President and Chief Operating Officer, South Region, from January 2015 to April 2015 and President of our Southern California division from March 2013 to January 2015. From 2006 to March 2013, he led Albertson’s LLC’s Rocky Mountain, Florida and Southern divisions. Mr. Denningham began his career with Albertson’s, Inc. in 1977 as a courtesy clerk and served in a variety of positions with the company, including Executive Vice President of Marketing and Merchandising and Executive Vice President of Operations and Regional President.

Justin Dye, Chief Administrative Officer. Mr. Dye has been our Chief Administrative Officer since February 2015. Mr. Dye is a member of the Office of the CEO. Mr. Dye joined Albertson’s LLC as Chief Strategy Officer in 2006 and served as Chief Operating Officer of NAI from March 2013 until February 2015. Prior to joining Albertson’s LLC in 2006, Mr. Dye served as an executive at Cerberus, in various roles at General Electric, and as a consultant at Arthur Andersen.

Shane Sampson, Chief Marketing and Merchandising Officer. Mr. Sampson has been our Chief Marketing and Merchandising Officer since April 2015. Mr. Sampson is a member of the Office of the CEO. Previously, Mr. Sampson served as our Executive Vice President, Marketing and Merchandising from January 2015 to April 2015. He previously served as President of NAI’s Jewel-Osco division from March 2014 to January 2015. Previously, in 2013, Mr. Sampson led NAI’s Shaw’s and Star Market’s management team. Prior to joining NAI, Mr. Sampson served as Senior Vice President of Operations at Giant Food, a regional American supermarket chain and division of Ahold USA, from 2009 to January 2013. He has over 35 years of experience in the grocery industry at several chains, including roles as Vice President of Merchandising and Marketing and President of numerous Albertson’s, Inc. divisions.

Robert B. Dimond, Executive Vice President and Chief Financial Officer. Mr. Dimond has been our Chief Financial Officer since February 2014. Prior to joining our company, Mr. Dimond previously served as Executive Vice President, Chief Financial Officer and Treasurer at Nash Finch Co., a food distributor, from 2007 to 2013. Mr. Dimond has over 26 years of financial and senior executive management experience in the retail food and distribution industry. Mr. Dimond has served as Chief Financial Officer and Senior Vice President of Wild Oats, Group Vice President and Chief Financial Officer for the western region of Kroger, Group Vice President and Chief Financial Officer of Fred Meyer, Inc. and as Vice President, Administration and Controller for Smith’s Food and Drug Centers Inc., a regional supermarket chain. Mr. Dimond is a Certified Public Accountant.

Justin Ewing, Executive Vice President, Corporate Development and Real Estate. Mr. Ewing has been our Executive Vice President of Corporate Development and Real Estate since January 2015. Previously, Mr. Ewing had served as Albertson’s LLC’s Senior Vice President of Corporate Development and Real Estate since 2013, as its Vice President of Real Estate and Development since 2011 and its Vice President of Corporate Development since 2006, when Mr. Ewing originally joined Albertson’s LLC from the operations group at Cerberus. Prior to his work with Cerberus, Mr. Ewing was with Trowbridge Group, a strategic sourcing firm. Mr. Ewing also spent over 13 years with PricewaterhouseCoopers LLP. Mr. Ewing is a Chartered Accountant with the Institute of Chartered Accountants of England and Wales.

Robert A. Gordon, Executive Vice President, General Counsel and Secretary. Mr. Gordon has been our Executive Vice President, General Counsel and Secretary since January 2015. Previously, he served as Safeway’s General Counsel from June 2000 to January 2015 and as Chief Governance Officer since 2004, Safeway’s Secretary since 2005 and as Safeway’s Deputy General Counsel from 1999 to 2000. Prior to joining Safeway, Mr. Gordon was a partner at the law firm Pillsbury Winthrop from 1984 to 1999.

Kelly P. Griffith, Executive Vice President of Operations, West Region. Mr. Griffith has been our Executive Vice President of Operations, West Region, since March 2015. Previously, Mr. Griffith served as our Executive Vice President and Chief Operating Officer, North Region from January 2015 to March 2015 and as Safeway’s Executive Vice President, Retail Operations from March 2013 to January 2015. From May 2010 to March 2013, Mr. Griffith was President of Merchandising for Safeway. From April 2008 until May 2010, Mr. Griffith served as President and General Manager, Perishables for Safeway. Mr. Griffith previously served as President of the Portland division of Safeway and as its Corporate Senior Vice President of Produce and Floral Divisions.

Jim Perkins, Executive Vice President of Operations, East Region. Mr. Perkins has been our Executive Vice President of Operations, East Region since April 2015. He served as President of NAI’s Acme Markets division from March 2013 to April 2015. Previously, he served as regional Vice President of Giant Food, a regional American supermarket chain, from 2009 to 2013. He began his career with Albertson’s, Inc. as a clerk in 1982. Mr. Perkins served in roles of increasing responsibility, ultimately being named Vice President of Operations for Albertson’s, Inc. In 2006, Mr. Perkins joined Albertson’s LLC’s southern division as Director of Operations.

Andrew J. Scoggin, Executive Vice President, Human Resources, Labor Relations, Public Relations and Government Affairs. Mr. Scoggin has served as our current Executive Vice President, Human Resources, Labor Relations, Public Relations and Government Affairs since January 2015. Mr. Scoggin has also served as Executive Vice President, Human Resources, Labor Relations and Public Relations for Albertson’s LLC since March 2013, and served as the Senior Vice President, Human Resources, Labor Relations and Public Relations for Albertson’s LLC from June 2006 to March 2013. Mr. Scoggin joined Albertson’s, Inc. in the Labor Relations and Human Resources department in 1993. Prior to that time, Mr. Scoggin practiced law with a San Francisco Bay Area law firm.

Jerry Tidwell, Executive Vice President, Supply Chain and Manufacturing. Mr. Tidwell has been our Executive Vice President, Supply Chain and Manufacturing, since January 2015. Mr. Tidwell previously served as Safeway’s Senior Vice President of Supply Operations from 2003 to January 2015. Prior to that, Mr. Tidwell served as Safeway’s Vice President of Milk and Beverage Manufacturing from 2001 to 2003, Director of the Safeway Grocery Business Unit from 2000 to 2001 and Director of the Safeway Beverage Business Unit from 1998 to 2000.

Dean S. Adler, Director. Mr. Adler has been a member of our board of directors since 2006. Mr. Adler is CEO of Lubert-Adler, which he co-founded in 1997. Mr. Adler has served on the board of directors of Bed Bath & Beyond Inc., a nationwide retailer of domestic goods, since 2001, and previously served on the board of directors for Developers Diversified Realty Corp., a shopping center real estate investment trust, and Electronics Boutique, Inc., a mall retailer. Mr. Adler’s extensive experience in the retail and real estate industries, as well as his extensive knowledge of our company, provides valuable insight to our board of directors in industries critical to our operations.

Sharon L. Allen, Director. Ms. Allen has been a member of our board since June 2015. Ms. Allen served as U.S. Chairman of Deloitte LLP from 2003 to 2011, retiring from that position in May 2011. Ms. Allen was also a member of the Global Board of Directors, Chair of the Global Risk Committee and U.S. Representative of the Global Governance Committee of Deloitte Touche Tohmatsu Limited from 2003 to May 2011. Ms. Allen worked at Deloitte for nearly 40 years in various leadership roles, including partner and regional managing partner, and was previously responsible for audit and consulting services for a number of Fortune 500 and large private companies. Ms. Allen is currently an independent director of Bank of America Corporation. Ms. Allen has also served as a director of First Solar, Inc. since 2013. Ms. Allen is a Certified Public Accountant (Retired). Ms. Allen’s extensive leadership, accounting and audit experience broadens the scope of our board of directors’ oversight of our financial performance and reporting and provides our board of directors with valuable insight relevant to our business.

Steven A. Davis, Director. Mr. Davis has been a member of our board since June 2015. Mr. Davis is the former Chairman and Chief Executive Officer of Bob Evans Farms, Inc., a foodservice and consumer products company, where he served from May 2006 to December 2014. Mr. Davis has also served as a director of Marathon Petroleum Corporation, a petroleum refiner, marketer, retailer and transporter, since 2013, Walgreens Boots Alliance, Inc. (formerly Walgreens Co.), a pharmacy-led wellbeing enterprise, from 2009 to 2015, and CenturyLink, Inc. (formerly Embarq Corporation), a provider of communication services, from 2006 to 2009. Prior to joining Bob Evans Farms, Inc. in 2006, Mr. Davis served in a variety of restaurant and consumer packaged goods leadership positions, including president of Long John Silver’s LLC and A&W All-American Food Restaurants. In addition, he held executive and operational positions at Yum! Brands, Inc.’s Pizza Hut division and at Kraft General Foods Inc. Mr. Davis brings to our board of directors extensive leadership experience. In particular, Mr. Davis’ leadership of retail and food service companies and pharmacies provides our board of directors with valuable insight relevant to our business.

Kim Fennebresque, Director. Mr. Fennebresque has been a member of our board of directors since March 2015. Mr. Fennebresque has served as a senior advisor to Cowen Group Inc., a diversified financial services firm, since 2008, where he also served as its chairman, president and chief executive officer from 1999 to 2008. He has served on the boards of directors of Ally Financial Inc., a financial services company, since May 2009, BlueLinx Holdings Inc., a distributor of building products, since May 2013 and Delta Tucker Holdings, Inc. (the parent of DynCorp International, a provider of defense and technical services and government outsourced solutions) since May 2015. From 2010 to 2012, Mr. Fennebresque served as chairman of Dahlman Rose & Co., LLC, an investment bank. He has also served as head of the corporate finance and mergers & acquisitions departments at UBS and was a general partner and co-head of investment banking at Lazard Frères & Co. He has also held various positions at First Boston Corporation, an investment bank acquired by Credit Suisse. Mr. Fennebresque’s extensive experience as a director of several public companies and history of leadership in the financial services industry brings corporate governance expertise and a diverse viewpoint to the deliberations of our board of directors.

Lisa A. Gray, Director. Ms. Gray has been member of our board of directors since July 2014. Ms. Gray has served as Vice Chairman of Cerberus Operations and Advisory Company, LLC (“COAC”), an affiliate of Cerberus, since May 2015, and has served as General Counsel of COAC since 2004. Prior to joining Cerberus in 2004, she served as Chief Operating Executive and General Counsel for WAM!NET Inc., a provider of content hosting and distribution solutions, from 1996 to 2004. Prior to that, she was a partner at the law firm of Larkin, Hoffman, Daly & Lindgren, Ltd from 1986 to 1996. Ms. Gray serves as Vice Chairman and General Counsel of COAC, an affiliate of our largest beneficial owner, and has extensive experience and familiarity with us. In addition, Ms. Gray has extensive legal and corporate governance skills which broadens the scope of our board of directors’ experience.

Hersch Klaff, Director. Mr. Klaff has served as a member of our board of directors since 2010. Mr. Klaff is the Chief Executive Officer of Klaff Realty, which he formed in 1984. Mr. Klaff began his career with the public accounting firm of Altschuler, Melvoin and Glasser in Chicago and is a Certified Public Accountant. Mr. Klaff’s real estate expertise and accounting and investment experience, as well as his extensive knowledge of our company, broadens the scope of our board of directors’ oversight of our financial performance.

Ronald Kravit, Director. Mr. Kravit has served as a member of our board of directors since 2006. Mr. Kravit is currently a Senior Managing Director and head of real estate investing at Cerberus, which he joined in 1996. Mr. Kravit has currently or previously served on the boards of Chrysler Financial Services Americas LLC, a financial services company, LNR Property LLC, a diversified real estate investment company, and Residential Capital LLC, a real estate finance company. Mr. Kravit

joined Cerberus in 1996. Prior to joining Cerberus, Mr. Kravit was a Managing Director at Apollo Real Estate Advisors, L.P., a real estate investment firm, from 1994 to 1996. Prior to his tenure at Apollo, Mr. Kravit was a Managing Director at G. Soros Realty Advisors/Reichmann International, an affiliate of Soros Fund Management, from 1993 to 1994. Mr. Kravit is a Certified Public Accountant. Mr. Kravit’s experience in the real estate and financial services industries, and his extensive knowledge of our company, provides valuable insight to our board of directors.

Alan Schumacher, Director. Alan H. Schumacher has served as a member of our board of directors since March 2015. He has currently or previously served as a director of BlueLinx Holdings Inc., a distributor of building products, Evertec Inc., a full-service transaction processing business in Latin America, School Bus Holdings Inc., an indirect parent of school-bus manufacturer Blue Bird Corporation, Quality Distribution Inc., a chemical bulk tank truck operator, and Noranda Aluminum Holding Corporation, a producer of aluminum. Mr. Schumacher was a member of the Federal Accounting Standards Advisory Board from 2002 through June 2012. The board of directors has determined that the simultaneous service on more than three audit committees of public companies by Mr. Schumacher does not impair his ability to serve on our audit and risk committee nor does it represent or in any way create a conflict of interest for our company. Mr. Schumacher’s experience as a board director of several public companies, and his deep understanding of accounting principles, provides our board of directors with experience to oversee our accounting and financial reporting.

Jay Schottenstein, Director. Mr. Schottenstein has served as a member of our board of directors since 2006. Mr. Schottenstein has served as interim Chief Executive Officer of American Eagle Outfitters, Inc. (“American Eagle”), an apparel and accessories retailer, since January 2014 and as Chairman of their board of directors since March 1992. Mr. Schottenstein previously served as Chief Executive Officer of American Eagle from March 1992 until December 2002. He has also served as Chairman of the Board and Chief Executive Officer of Schottenstein Stores since March 1992 and as president since 2001. Mr. Schottenstein also served as chief executive officer of DSW, Inc., a footwear and accessories retailer, from March 2005 to April 2009, and as chairman of the board of directors of DSW since March 2005. Mr. Schottenstein’s experience as a chief executive officer and a director of other major publically-owned retailers, and his prior experience as a member of our board of directors, gives him and our board of directors valuable knowledge and insight to oversee our operations.

Lenard B. Tessler, Lead Director. Mr. Tessler has served as a member of our board of directors since 2006. Mr. Tessler is currently Co-Head of Global Private Equity and Senior Managing Director at Cerberus, which he joined in 2001. Prior to joining Cerberus, Mr. Tessler served as Managing Partner of TGV Partners, a private equity firm that he founded, from 1990 to 2001. From 1987 to 1990, he was a founding partner of Levine, Tessler, Leichtman & Co. From 1982 to 1987, he was a founder, Director and Executive Vice President of Walker Energy Partners. Mr. Tessler is a member of the Cerberus Capital Management Investment Committee. Mr. Tessler’s leadership roles at our largest beneficial owner, his board service and his extensive experience in financing and private equity investments and his in-depth knowledge of our company and its acquisition strategy, provides critical skills for our board of directors to oversee our strategic planning and operations.

Scott Wille, Director. Mr. Wille has served as a member of our board of directors since January 2015. Mr. Wille has served as a Managing Director at Cerberus since March 2014, where he previously served as a Vice President since 2009. Mr. Wille joined Cerberus in 2006 as an Associate. Prior to joining Cerberus, Mr. Wille worked in the leveraged finance group at Deutsche Bank Securities Inc. from 2004 to 2006. Mr. Wille has served as a director of Remington Outdoor Company, Inc., a designer, manufacturer and marketer of firearms, ammunition and related products, since February 2014 and Keane Group Holdings, LLC, a provider of hydraulic fracturing, wireline technologies and drilling services, since 2011. Mr. Wille previously served as a director of Tower International, Inc., a manufacturer of engineered structural metal components and assemblies, from September 2010 to

October 2012. Mr. Wille serves as Managing Director of our largest beneficial owner, and his experience in the financial and private equity industries, and his in-depth knowledge of our company and its acquisition strategy, are valuable to our board of directors’ understanding of our business and financial performance.

None of our officers or directors has any family relationship with any director or other officer. “Family relationship” for this purpose means any relationship by blood, marriage or adoption, not more remote than first cousin.

Our business and affairs are currently managed under the limited liability company board of managers of AB Acquisition. Upon the consummation of the IPO-Related Transactions, prior to the effectiveness of the registration statement of which this prospectus forms a part, the members of the AB Acquisition board of managers will become our board of directors, and we refer to them as such. Upon completion of this offering, our board of directors will have 12 members, comprised of one executive officer, seven directors affiliated with the Sponsors and four independent directors. Members of the board of directors will be elected at our annual meeting of stockholders to serve for a term of one year or until their successors have been elected and qualified, subject to prior death, resignation, retirement or removal from office.

Our board of directors has affirmatively determined that Sharon L. Allen, Steven A. Davis, Kim Fennebresque and Alan Schumacher are independent directors under the applicable rules of the and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

Upon completion of this offering, Albertsons Investor, Kimco and Management Holdco, as a group, will control a majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards. Under the rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

In the event that we cease to be a controlled company within the meaning of these rules, we will be required to comply with these provisions after specified transition periods.

More specifically, if we cease to be a controlled company within the meaning of these rules, we will be required to (i) satisfy the majority independent board requirement within one year of our status change, and (ii) have (a) at least one independent member on each of our nominating and corporate governance committee and compensation committee by the date of our status change, (b) at least a majority of independent members on each committee within 90 days of the date of our status change and (c) fully independent committees within one year of the date of our status change.

Our board of directors does not have a formal policy on whether the roles of Chief Executive Officer and Chairman of the board of directors should be separate. However, Robert G. Miller currently serves as both Chief Executive Officer and Chairman. Our board of directors has considered its leadership structure and believes at this time that our company and its stockholders are best served by having one person serve in both positions. Combining the roles fosters accountability, effective decision-making and alignment between interests of our board of directors and management. Mr. Miller also is able to use the in-depth focus and perspective gained in his executive function to assist our board of directors in addressing both internal and external issues affecting the company.

Our corporate governance guidelines provide for the election of one of our non-management directors to serve as Lead Director when the Chairman of the board of directors is also the Chief Executive Officer. Lenard B. Tessler currently serves as our Lead Director, and is responsible for serving as a liaison between the Chairman and the non-management directors, approving meeting agendas and schedules for our board and presiding at executive sessions of the non-management directors and any other board meetings at which the Chairman is not present, among other responsibilities.

Our board of directors expects to periodically review its leadership structure to ensure that it continues to meet the company’s needs.

While the full board of directors has the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our audit and risk committee oversees management of enterprise risks as well as financial risks. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our compliance committee is responsible for overseeing the management of compliance and regulatory risks facing our company. Our nominating and corporate governance committee oversees risks associated with corporate governance, business conduct and ethics. Pursuant to our board of directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full board of directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our board of directors and its committees.

Our board of directors has assigned certain of its responsibilities to permanent committees consisting of board members appointed by it. Following this offering, our board of directors will have an audit and risk committee, compensation committee, compliance committee and nominating and corporate governance committee, each of which will have the responsibilities and composition described below:

Upon completion of this offering, our audit and risk committee will consist of Kim Fennebresque, Alan Schumacher and , with Mr. Schumacher serving as chair of the committee. The committee assists the board in its oversight responsibilities relating to the integrity of our financial statements, our compliance with legal and regulatory requirements (to the extent not otherwise handled by our compliance committee), our independent auditor’s qualifications and independence, and the establishment and performance of our internal audit function and the performance of the independent auditor. Upon the completion of this offering, we will have two independent directors serving on our audit and risk committee. We intend to have a completely independent audit and risk committee within one year of this offering. Our board of directors will determine which member of our audit and risk committee qualifies as an “audit committee financial expert” under SEC rules and regulations.

Our board of directors has adopted a written charter under which the audit and risk committee operates. A copy of the audit and risk committee charter, which will satisfy the applicable standards of the SEC and the , will be available on our website.

Upon completion of this offering, our compensation committee will consist of Kim Fennebresque, Lenard B. Tessler and , with Mr. Fennebresque serving as chair of the committee. The compensation committee of the board of directors is authorized to review our compensation and benefits plans to ensure they meet our corporate objectives, approve the compensation structure of our executive officers and evaluate our executive officers’ performance and advise on salary, bonus and other incentive and equity compensation. A copy of the compensation committee charter will be available on our website.

Upon completion of this offering, our compliance committee will consist of Lisa A. Gray, and , with Ms. Gray serving as chair of the committee. The purpose of the compliance committee is to assist the board in implementing and overseeing our compliance programs, policies and procedures that are designed to respond to the various compliance and regulatory risks facing our company, and monitor our performance with respect to such programs, policies and procedures. A copy of the charter for the compliance committee will be available on our website.

Upon completion of this offering, our nominating and corporate governance committee will consist of , and , with serving as chair of the committee. The nominating and corporate governance committee is primarily concerned with identifying individuals qualified to become members of our board of directors, selecting the director nominees for the next annual meeting of the stockholders, selection of the director candidates to fill any vacancies on our board of directors and the development of our corporate governance guidelines and principles. A copy of the nominating and corporate governance committee charter will be available on our website.

None of the members of our compensation committee is or has at any time during the past year been an officer or employee of ours. None of our executive officers serves as a member of the compensation committee or board of directors of any other entity that has an executive officer serving as a member of our board of directors or compensation committee.

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics will be available on our website. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of the , as applicable, that serve as a flexible framework within which our board of directors and its committees operate. These guidelines will cover a number of areas, including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of our board of directors and Chief Executive Officer, executive sessions, standing board committees, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines will be posted on our website.

None of our directors received compensation for their service on our board of directors or any board committees in fiscal 2014. We reimburse the directors for reasonable documented out-of-pocket expenses incurred by them in connection with attendance at board of directors and committee meetings.

In connection with Robert L. Edwards becoming our Vice Chairman, on April 9, 2015, Mr. Edwards, the company and AB Management Services Corp. entered into a Director and Consultancy Agreement (the “Director and Consultancy Agreement”), under which Mr. Edwards received compensation for his service as a director through his resignation as a director on June 13, 2015. See “Certain Relationships and Related Party Transactions.”

In March 2015, the board of directors approved independent director annual fees of $150,000 per year for Kim Fennebresque and Alan Schumacher, and additional annual fees of $25,000 per year for Messrs. Fennebresque and Schumacher for their service as the chairs of the compensation committee and the audit and risk committee, respectively. Upon the commencement of their service on the board of directors in June 2015, Sharon L. Allen and Steven A. Davis became eligible to receive independent director annual fees of $150,000 per year.

The independent directors have also been granted the number of Phantom Units (as defined herein) under the AB Acquisition LLC Phantom Unit Plan (the “Phantom Unit Plan”) set forth below (the “Director Phantom Units”):

50% of the Director Phantom Units granted to Messrs. Fennebresque, Schumacher and Davis will vest in four annual installments of 25% on the last day of the company’s fiscal year, commencing with the last day of fiscal 2015, subject to the director’s continued service through each vesting date. The remaining 50% of the Director Phantom Units granted to Messrs. Fennebresque, Schumacher and Davis will vest in four annual installments of 25% on the last day of the company’s fiscal year, commencing with the last day of fiscal 2015, subject to the director’s continued service through each vesting date, and will also be subject to the achievement of annual performance targets established for each such fiscal year (“Performance Units”). If the performance target for a fiscal year is not met, but is met in a subsequent fiscal year on a cumulative basis along with the applicable performance target for such subsequent fiscal year, any Performance Units that did not vest with respect to the missed year will vest in such subsequent fiscal year. Upon the consummation of the IPO-Related Transactions and this offering, however, any Performance Units (other than those with respect to a missed year) will become vested based solely on the director’s continued service. In addition, if, following the consummation of the IPO-Related Transactions and this offering, a director’s service is terminated by the company without cause (as defined in the Phantom Unit Plan), or due to the director’s death or disability, all of such director’s Director Phantom Units will become 100% vested.

100% of the Director Phantom Units granted to Ms. Allen will vest on the last day of fiscal 2015, subject to her continued service through such date. In addition, if Ms. Allen’s service is terminated by the company without cause, or due to her death or disability, all of Ms. Allen’s Director Phantom Units will become 100% vested.

See “Executive Compensation—Equity Incentive Plans—Phantom Unit Plan” for additional information regarding the Phantom Unit Plan.

This Compensation Discussion and Analysis is designed to provide an understanding of our compensation philosophy and objectives, compensation-setting process, and the fiscal 2014 compensation of our named executive officers, or “NEOs.” Our NEOs for fiscal 2014 are:

Our general compensation philosophy is to provide programs that attract, retain and motivate our executive officers who are critical to our long-term success. We strive to provide a competitive compensation package to our executive officers to reward achievement of our business objectives and align their interests with the interests of our equityholders. We have sought to accomplish these goals through a combination of short- and long-term compensation components that are linked to our annual and long-term business objectives and strategies. To focus our executive officers on the fulfillment of our business objectives, a significant portion of their compensation is performance-based.

The compensation committee is comprised of members of our board of directors and is responsible for determining the compensation of our executive officers. The compensation committee’s responsibilities include determining and approving the compensation of the Chief Executive Officer and reviewing and approving the compensation of all other executive officers.

Prior to the offering, our compensation program reflected our operations as a private company. In determining the compensation for our executive officers, we relied largely upon the experience of our management and our board of directors with input from our Chief Executive Officer.

Following this offering, the compensation committee will be responsible for administering our executive compensation programs. It is anticipated that as part of the process, the Chief Executive Officer will provide the compensation committee with his assessment of the NEOs’ performance and other factors used in developing his recommendation for their compensation, including salary adjustments, cash incentives and equity grants.

We have not engaged compensation consultants or established a formal benchmarking process to review our executive compensation practices against those of our peer companies. We are considering the establishment of a peer group to ensure that our executive compensation program is competitive and offers the appropriate retention and performance incentives.

The company uses various compensation elements to provide an overall competitive total compensation and benefits package to the NEOs that is tied to creating value and commensurate with our results and aligns with our business strategy. Set forth below are the key elements of the fiscal 2014 compensation program for our NEOs:

We provide the NEOs with a base salary to compensate them for services rendered during the fiscal year. Base salaries for the NEOs are determined on the basis of each executive’s role and responsibilities, experience, expertise and individual performance.

The annual base salary of the NEOs employed by us at the beginning of fiscal 2014 had been previously determined based on the NEO’s role within the company. The initial annual base salaries for fiscal 2014 were as follows: Mr. Miller—$1,500,000; Mr. Dimond—$700,000; Messrs. Denningham and Sampson—$350,000; and Mr. Dye—$750,000. Mr. Edwards’ annual base salary was $1,500,000 during the period that he served as our President and Chief Executive Officer. This amount was an increase of $275,000 per annum over the base salary Mr. Edwards received as Chief Executive Officer of Safeway, which reflected his assumption of the chief executive position of our larger and more complex company.

Mr. Miller’s annual base salary was increased to $2,000,000, effective January 30, 2015, in connection with the change of his position to our Executive Chairman and remained at that amount upon his becoming our Chairman and Chief Executive Officer on April 9, 2015. In connection with their promotions and to reflect their increased responsibilities for our larger and more complex company following the Safeway acquisition, the base salaries for Messrs. Denningham and Sampson were increased to $750,000 and $700,000, respectively. Mr. Dye’s annual base salary was increased to $800,000, effective February 1, 2015, in connection with his promotion to Chief Administrative Officer.

We recognize that our corporate management employees shoulder responsibility for supporting our operating divisions in achieving positive financial results. We therefore believe that a substantial percentage of each executive officer’s annual compensation should be tied directly to the achievement of performance goals.

Consistent with our historical practice, all of our executive officers other than Mr. Miller participated in the bonus plans that we implemented for each fiscal quarter in fiscal 2014 (collectively, the “2014 Bonus Plan”). Due to his active involvement in the administration of the 2014 Bonus Plan and the bonus plans in place for each fiscal quarter in fiscal 2012 and fiscal 2013, including the setting of performance metrics and the determination of the payments under such plans, Mr. Miller elected not to participate in any of those bonus plans. Mr. Miller is a participant in our fiscal 2015 Corporate Management Bonus Plan (the “2015 Bonus Plan”) that will be administered by our board of directors.

Due to his commencement of employment with the company at the end of fiscal 2014, Mr. Edwards was not eligible to participate in the 2014 Bonus Plan.

2014 Bonus Plan. The 2014 Bonus Plan consisted of bonus plans based on the performance achieved by our divisions for each fiscal quarter in fiscal 2014 (each a “Quarterly Division Bonus”), other than our United Supermarket division, which did not maintain a quarterly bonus structure. We established the fiscal year target bonus percentage for each NEO under the 2014 Bonus Plan as a percentage of his annual base salary based on the NEO’s position and responsibilities, as well as the individual’s ability to impact our financial performance. This approach placed a proportionately larger percentage of total annual pay at risk based on performance for our NEOs relative to position level and responsibility. The fiscal 2014 target bonuses, as a percentage of base salary for the NEOs participating in the 2014 Bonus Plan, were as follows:

The target amount for each fiscal quarter (the “Quarterly Bonus Opportunity”) was calculated by dividing the NEO’s 2014 fiscal year target bonus by 53 weeks and multiplying the result by the number of weeks in the applicable fiscal quarter. Higher and lower percentages of base salary could be earned if minimum performance levels or performance levels above target were achieved. The maximum bonus opportunity under the 2014 Bonus Plan was 200% of the NEO’s 2014 fiscal year target bonus. No amount would be payable for the applicable fiscal quarter if results fell below established threshold levels. We believe that having a maximum cap serves to promote good judgment by the NEOs, reduces the likelihood of windfalls and makes the maximum cost of the plan predictable.

At the beginning of each fiscal quarter, the management of each division, with approval from our corporate management, established the division’s retail EBITDA goal for the applicable fiscal quarter with threshold, plan, target and maximum goals. After the end of the fiscal quarter, our corporate finance team calculated the financial results for each retail division and reported the division bonus percentage earned, if any. A division earned between 0% to 100% of its bonus target amount for achievement of EBITDA for the fiscal quarter between the threshold and target levels. If the division achieved its target EBITDA for a fiscal quarter, then a higher percentage of the bonus target could be earned by such division for such fiscal quarter if the division also achieved a division sales goal for such fiscal quarter as follows:

No bonus amount was earned for a fiscal quarter by a division for achievement below threshold levels.

The amount of a Quarterly Bonus Opportunity earned by the participating NEOs under the 2014 Bonus Plan for each applicable fiscal quarter was determined at the end of each fiscal quarter based on the bonus target amounts earned by the division or divisions over which they had authority during the applicable quarter. For Messrs. Dye and Dimond for the full fiscal 2014 and Mr. Sampson for a portion of the third fiscal quarter and the entire fourth fiscal quarter of fiscal 2014, their roles applied across all of our divisions. Therefore, their bonuses for the applicable fiscal quarters were determined by adding together the percentage of the quarterly bonus target amounts earned for all of the divisions and dividing the sum by eight (the number of our divisions in fiscal 2014).

Based on the achievement of our divisions during fiscal 2014, the participating NEOs earned the following amounts under the 2014 Bonus Plan:

2015 Bonus Plan. Our board of directors determined that to more closely align the compensation paid to our executive officers with both division performance and the overall financial performance of the company, the 2015 Bonus Plan will consist of both a Quarterly Division Bonus for each quarter in fiscal 2015 and an annual bonus based on the company’s performance for the full fiscal 2015 (“Annual Corporate Bonus”).

The Quarterly Division Bonus component, which comprises 50% of each executive officer’s target bonus opportunity, is structured substantially in the same manner as the Quarterly Division Bonus under the 2014 Bonus Plan, including being based on an EBITDA goal. The Quarterly Bonus Opportunity under the 2015 Bonus Plan will be calculated by dividing the NEO’s target annual bonus by 52 weeks, multiplying the result by the number of weeks in the applicable fiscal quarter, then dividing by half to account for the Annual Corporate Bonus. The Quarterly Bonus Opportunity earned by all NEOs participating under the 2015 Bonus Plan will be based solely on the average quarterly bonus target amounts earned for all of our divisions for the applicable fiscal quarter, other than our United Supermarket division, which does not maintain a quarterly bonus structure.

The Annual Corporate Bonus component, the remaining 50% of each executive officer’s target bonus opportunity, is based on the company’s level of achievement of an annual Adjusted EBITDA target approved by our board of directors. Amounts under the Annual Corporate Bonus may be earned above or below target level. The threshold level above which a percentage of the Annual Corporate Bonus may be earned is achievement above 90% of the Adjusted EBITDA target and 100% of the Annual Corporate Bonus may be earned at achievement of 100% of the Adjusted EBITDA target, with interim percentages earned for achievement between levels. If achievement exceeds 100% of the Adjusted EBITDA target, 10% of the excess Adjusted EBITDA will be added to the bonus pool, but payout will be capped at 200% on the Annual Corporate Bonus component of the NEO’s annual target bonus.

The annual target bonus for Mr. Miller was set at 60% of his base salary. The annual target bonus for Mr. Denningham was increased to 60% of his base salary in connection with his promotion to Chief Operating Officer. The annual target bonus, as a percentage of base salary, for the other NEOs participating in the 2015 Bonus Plan remained at the level set under the 2014 Bonus Plan.

In addition to the annual cash incentive program, we may from time to time pay our NEOs discretionary bonuses as determined by the board of directors or the compensation committee to provide for additional retention or upon special circumstances. In connection with the NAI acquisition, in January 2013, our board of directors approved a special bonus for Mr. Miller in the amount of $15,000,000 (“Special Bonus”) which would be earned upon the achievement of the following distribution hurdles:

The company determined that both distribution hurdles were achieved upon the consummation of the Safeway acquisition. Accordingly, the Special Bonus was paid to Mr. Miller upon the closing date of the Safeway acquisition.

In recognition of their efforts in connection with the Safeway acquisition, the company awarded the NEOs set forth below with the following one-time special bonuses:

In connection with the commencement of their employment, Messrs. Dimond and Sampson entered into offer letters that provided them with retention bonuses in the amounts of $1,500,000 and $1,000,000, respectively. Upon his subsequent transfer to the position of Division President of Jewel-Osco and in recognition of his performance, in March 2014, Mr. Sampson’s retention award was increased to $1,240,000. The first and second installments of Mr. Dimond’s and Mr. Sampson’s retention bonuses, each in the amount of $375,000 and $310,000, respectively, were paid to them on

April 1, 2014 and 2015, and the remaining installments will be payable on April 1, 2016 and 2017, generally subject to their remaining actively working, without having been demoted, through each applicable payment date.

In recognition of his performance and as an additional incentive, in March 2013, Mr. Denningham received a retention bonus in the amount of $700,000. The first and second installments of Mr. Denningham’s retention bonus, each in the amount of $175,000, were paid to Mr. Denningham in April 2014 and April 2015, and the remaining installments will be payable in April 2016 and April 2017, generally subject to Mr. Denningham remaining employed through each applicable payment date.

In fiscal 2006, the company adopted the AB Acquisition LLC Long Term Incentive Plan (“LTIP I”), and in fiscal 2011, the company adopted the AB Acquisition LLC Senior Executive Retention Plan (“LTIP II,” and, together with LTIP I, the “LTIPs”). The LTIPs provided for cash incentive awards that entitled a participant to cash payments equal to a specified percentage of the distributions received by the members of the company. Messrs. Miller, Denningham and Dye received awards under the LTIPs that were subject to vesting based on continued employment (four years under LTIP I and three years under LTIP II), but provided for accelerated vesting upon a change in control. In July 2014, Messr


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨



Title Of Each Class Of Securities To Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount Of Registration Fee(3)
Common Stock	$100,000,000	$11,620


	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to us	$	$


Goldman, Sachs & Co.		BofA Merrill Lynch		Citigroup		Morgan Stanley


	As of February 28, 2015
	Actual		Pro Forma(8)
	(dollars in millions)
Cash and cash equivalents	$	1,125.8	$

Debt, including current maturities, net of debt discounts(1)
ABS/Safeway ABL Facility(2)	$	980.0	$
NAI ABL Facility(3)		—
ABS/Safeway Term Loan Facilities		6,226.1
NAI Term Loan Facility		844.0
ABS/Safeway Notes		601.2
Safeway Notes(4)		1,454.2
NAI Notes(5)		1,491.6
Capital leases		974.7
Other notes payable, unsecured(6)		155.1
Other debt(7)		29.9

Total Debt	$	12,756.8	$


Stockholders’ equity:
Common stock, $0.01 par value; no shares authorized, no shares issued and outstanding on an actual basis; shares authorized, shares issued and outstanding on a pro forma basis		—
Additional paid-in capital
Members’ investment		1,848.7
Accumulated other comprehensive income		59.6
Retained earnings		260.2

Total stockholders’ equity	$	2,168.5	$

Total capitalization	$	14,925.3	$


	Page
Prospectus Summary		1
Risk Factors		16
Special Note Regarding Forward-Looking Statements		40
Use of Proceeds		42
Dividend Policy		43
IPO-Related Transactions and Organizational Structure		44
Capitalization		46
Dilution		48
Selected Historical Financial Information of AB Acquisition		50
Supplemental Selected Historical Financial Information of Safeway		51
Unaudited Pro Forma Condensed Consolidated Financial Information		52
Management’s Discussion and Analysis of Financial Condition and Results of Operations of AB Acquisition		60
Supplemental Management’s Discussion and Analysis of Results of Operations of Safeway		81
Business		89
Management		106
Executive Compensation		116
Certain Relationships and Related Party Transactions		140
Principal Stockholders		148
Description of Capital Stock		150
Shares Eligible for Future Sale		156
Description of Indebtedness		159
Certain U.S. Federal Income and Estate Tax Considerations to Non-U.S. Holders		172
Underwriting		175
Legal Matters		181
Experts		181
Where You Can Find More Information		181
Index To Financial Statements		F-1


Assumed initial public offering price per share		$
Historical net tangible book value per share as of February 28, 2015(1)		$
Increase in net tangible book value per share attributable to investors in this offering		$
Pro forma net tangible book value per share after this offering		$
Dilution per share to new investors		$


	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
Existing stockholders					$			%	$
Purchasers of common stock in this offering					$			%	$

Total			100	%	$		100	%	$


(in millions)	Fiscal 2014(1)			Fiscal 2013(2)			Fiscal 2012			Fiscal 2011			Fiscal 2010
Results of Operations
Net sales and other revenue	$	27,198.6		$	20,054.7		$	3,712.0		$	3,746.4		$	3,676.6

Gross profit	$	7,502.8		$	5,399.0		$	937.7		$	890.1		$	877.1
Selling, general and administrative expenses		8,152.2			5,874.1			899.0			860.2			849.9
Bargain purchase gain		—			(2,005.7	)		—			—			—

Operating (loss) profit		(649.4	)		1,530.6			38.7			29.9			27.2
Interest expense, net		633.2			390.1			7.2			7.3			10.7
Other expense		96.0			—			—			—			—

(Loss) income before income taxes		(1,378.6	)		1,140.5			31.5			22.6			16.5
Income tax (benefit) expense		(153.4	)		(572.6	)		1.7			1.5			1.3

(Loss) income from continuing operations, net of tax		(1,225.2	)		1,713.1			29.8			21.1			15.2
Income from discontinued operations, net of tax		—			19.5			49.2			51.3			79.5

Net (loss) income	$	(1,225.2	)	$	1,732.6		$	79.0		$	72.4		$	94.7


Balance Sheet Data (at end of period)
Cash and equivalents	$	1,125.8		$	307.0		$	37.0		$	61.3		$	80.3
Total assets		25,949.6			9,406.7			586.1			612.5			649.0
Total members’ equity (deficit)		2,168.5			1,759.6			(247.2	)		(276.1	)		(248.3	)
Total debt, including capital leases		12,756.8			3,741.9			120.2			136.7			119.1


(in millions)	Fiscal 2014			Fiscal 2013			Fiscal 2012			Fiscal 2011			Fiscal 2010
Results of Operations
Net sales and other revenue	$	36,330.2		$	35,064.9		$	35,161.5		$	34,655.7		$	33,011.3

Gross profit	$	9,682.0		$	9,231.5		$	9,229.1		$	9,277.7		$	9,261.1
Operating & administrative expense		(9,147.5	)		(8,680.0	)		(8,593.7	)		(8,628.8	)		(8,508.4	)

Operating profit		534.5			551.5			635.4			648.9			752.7
Interest expense		(198.9	)		(273.0	)		(300.6	)		(268.1	)		(295.0	)
Loss on extinguishment of debt		(84.4	)		(10.1	)		—			—			—
Loss on foreign currency translation		(131.2	)		(57.4	)		—			—			—
Other income, net		45.0			40.6			27.4			17.2			17.0

Income before income taxes		165.0			251.6			362.2			398.0			474.7
Income taxes		(61.8	)		(34.5	)		(113.0	)		(68.5	)		(162.7	)

Income from continuing operations, net of tax		103.2			217.1			249.2			329.5			312.0
Income from discontinued operations, net of tax(1)		9.3			3,305.1			348.9			188.7			278.6

Net income before allocation to noncontrolling interests		112.5			3,522.2			598.1			518.2			590.6
Noncontrolling interests		0.9			(14.7	)		(1.6	)		(1.5	)		(0.8	)

Net income	$	113.4		$	3,507.5		$	596.5		$	516.7		$	589.8


	AB Acquisition LLC		Pro Forma Adjustments related to the Safeway Acquisition(2)			Pro Forma Adjustments for IPO-Related Transactions(3)			Pro Forma Adjustments for IPO Transactions(4)			AB Acquisition LLC Pro Forma Consolidated
Assets
Current assets
Cash and cash equivalents	$	1,125.8	$	—		$	—		$	—	^4(e)	$	1,125.8
Receivables, net		631.9		—			—			—			631.9
Inventories, net		4,156.6		—			—			—			4,156.6
Other current assets		1,190.4		(546.0	)^2(a)		—			—	^4(a)		644.4

Total current assets		7,104.7		(546.0	)		—			—			6,558.7

Property and equipment, net		12,024.2		—			—			—			12,024.2
Intangible assets, net		4,235.0		—			—			—			4,235.0
Goodwill		1,028.6		—			—			—			1,028.6
Other assets		1,557.1		—			—			—			1,557.1

TOTAL ASSETS	$	25,949.6	$	(546.0	)	$	—		$	—		$	25,403.6


Liabilities and Members’/Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	3,899.9	$	—		$	—		$	—		$	3,899.9
Current maturities of long-term debt and capitalized lease obligations		624.0		(480.8	)^2(a)		—			—	^4(b)		143.2
Other current liabilities		1,677.5		(65.2	)^2(a)		—			—			1,612.3

Total current liabilities		6,201.4		(546.0	)		—			—			5,655.4

Long-term debt and capitalized lease obligations		12,132.8		—			—			—	^4(c)		12,132.8
Long-term tax liabilities		1,790.8		—			—			—			1,790.8
Other long-term liabilities		3,656.1		—			—			—			3,656.1

TOTAL LIABILITIES		23,781.1		(546.0	)		—			—			23,235.1

Commitments and contingencies
Members’ equity		2,168.5		—			—	^3(a)		—			2,168.5
Stockholders’ equity		—		—			—	^3(a)		—	^4(d)		—

TOTAL MEMBERS’ / STOCKHOLDERS’ EQUITY		2,168.5		—			—			—			2,168.5

TOTAL LIABILITIES AND MEMBERS’ / STOCKHOLDERS’ EQUITY	$	25,949.6	$	(546.0	)	$	—		$	—		$	25,403.6


	AB Acquisition LLC			Safeway Inc.		Period Alignment(1)			Pro Forma Adjustments related to the Safeway Acquisition(2)			Pro Forma Adjustments for IPO-Related Transactions(3)			Pro Forma Adjustments for IPO Transactions(4)			AB Acquisition LLC Pro Forma Condensed Consolidated
	53 Weeks Ended February 28, 2015			53 Weeks Ended January 3, 2015														53 Weeks Ended February 28, 2015
Net sales and other revenue	$	27,198.6		$	36,330.2	$	(2,746.6	)	$	(3,285.3	)^2(a)	$	—		$	—		$	57,496.9
Cost of sales		19,695.8			26,648.2		(2,060.2	)		(2,283.3	)^2(a)		—			—			42,013.5
										13.0	^2(b)

Gross profit		7,502.8			9,682.0		(686.4	)		(1,015.0	)		—			—			15,483.4

Selling and administrative expenses		8,152.2			9,147.5		(609.3	)		(1,068.3	)^2(a)		—			—			15,191.1
										(431.0	)^2(c)

Operating profit (loss)		(649.4	)		534.5		(77.1	)		484.3			—						292.3

Interest expense, net		633.2			283.3		(21.3	)		43.4	^2(d)						^4(f)		938.6
Other expense (income), net		96.0			86.2		(102.8	)		(98.1	)^2(e)		—						(18.7	)

(Loss) income from continuing operations before income taxes		(1,378.6	)		165.0		47.0			539.0			—			—			(627.6	)

Income tax (benefit) expense		(153.4	)		61.8		14.2			(50.0	)^2(f)		(115.7	)^3(b)		—			(243.1	)

(Loss) income from continuing operations	$	(1,225.2	)	$	103.2	$	32.8		$	589.0		$	115.7		$	—		$	(384.5	)

Pro forma loss per share, continuing operations
Basic and diluted																	^4(g)

Pro forma weighted average shares outstanding
Basic and diluted																	^4(g)


	Fiscal 2014
	(in millions)
Elimination of Safeway’s historical depreciation and amortization expense	$	(97.0	)
Depreciation and amortization expense for assets acquired		110.0

Pro forma adjustment to increase Cost of sales	$	13.0


	Fiscal 2014
	(in millions)
Depreciation and amortization
Elimination of Safeway’s historical depreciation and amortization expense	$	(743.0	)
Depreciation and amortization expense for assets acquired		808.3

Adjustment to increase depreciation and amortization	$	65.3


PDC properties
Elimination of Safeway’s gain on sale of PDC and the PDC properties’ historical depreciation expense, net	$	17.3
Period alignment adjustment		2.0
Rent expense for leaseback of PDC properties		18.8

Total adjustments for PDC properties	$	38.1


Other Eliminations
Transaction and related costs(1) for the Safeway acquisition incurred by Albertsons	$	(283.2	)
Transaction costs related to the Safeway acquisition incurred by Safeway		(59.6	)
Non-employee equity-based compensation related to the Safeway acquisition		(191.6	)

Total transaction costs elimination	$	(534.4	)

Pro forma adjustment to decrease Selling and administrative expenses	$	(431.0	)


	Fiscal 2014
	(in millions)
Interest expense, net
Interest expense related to all outstanding debt and capital lease obligations of AB Acquisition	$	938.6
Elimination of historical interest expense related to historical debt and capital lease obligations		(916.5	)
Period alignment adjustment		21.3

Pro forma adjustment to increase Interest expense, net	$	43.4


	Fiscal 2014
	(in millions)
Other expense
Elimination of loss on Deal-Contingent Swap	$	(96.1	)
Elimination of PDC properties’ historical Other expense		(2.0	)

Pro forma adjustment to decrease Other expense	$	(98.1	)


Net sales and other revenue for fiscal 2013	$	20,054.7
Additional sales due to Safeway acquisition		2,696.0
Additional sales due to United acquisition		1,439.9
Identical store sales increase of 7.2%		1,410.7
Additional sales due to NAI acquisition		1,357.0
53rd-week impact		443.5
Other(1)		(203.2	)

Net sales and other revenue for fiscal 2014	$	27,198.6


Fiscal 2014 vs. Fiscal 2013	Basis-point increase (decrease)
Improvements in shrink		46
Warehouse cost		33
Lower advertising expense		8
Increased LIFO expense		(10	)
Other		(7	)

Total		70


Fiscal 2014 vs. Fiscal 2013	Basis-point increase (decrease)
Non-cash equity-based compensation		123
Acquisition and integration costs (including the charge to terminate the long-term incentive plans)		89
Property dispositions, asset impairment and lease exit costs		78
Employee-related costs		(88	)
Depreciation and amortization		(68	)
Rent and occupancy		(29	)
Legal and professional fees		(18	)
Other		(17	)

Total		70


Fiscal 2013 vs. Fiscal 2012	Basis-point increase (decrease)
Depreciation and amortization		266
Employee-related costs		155
Acquisition and integration costs		50
Other		39

Total		510


Projected Fiscal 2015 Capital Expenditures
IT	$	300.0
Supply chain		200.0
Maintenance		240.0
New stores and remodels		180.0
Real estate and expansion capital		200.0
Other		30.0

Total	$	1,150.0


Term loans	$	7,070.1
Notes and debentures		3,552.5
Capital leases		974.7
ABL borrowings		980.0
Other notes payable and mortgages		179.5

Total debt, including capital leases	$	12,756.8


	Fiscal 2014(1)			Fiscal 2013(2)			Fiscal 2012
Net (loss) income	$	(1,225.2	)	$	1,732.6		$	79.0
Depreciation and amortization		718.1			676.4			16.9
Interest expense, net—continued operations		633.2			390.1			7.2
Income tax (benefit) expense		(153.4	)		(572.6	)		1.7
Interest expense—discontinued operations		—			3.9			0.8

EBITDA	$	(27.3	)	$	2,230.4		$	105.6

Bargain purchase gain		—			(2,005.7	)		—
Loss on interest rate and commodity swaps, net		98.2			—			—
Store transition and related costs⁽³⁾		—			166.5			—
Acquisition and integration costs⁽⁴⁾		352.0			173.5			7.1
Termination of long-term incentive plans		78.0			—			—
Non-cash equity-based compensation expense		344.1			6.2			—
Net loss (gain) on property dispositions, asset impairments and lease exit costs		227.7			(2.4	)		(45.6	)
LIFO expense		43.1			11.6			2.1
Non-cash pension and postretirement expense⁽⁵⁾		(3.0	)		(7.6	)		—
Other⁽⁶⁾		(14.1	)		13.4			(4.2	)

Adjusted EBITDA	$	1,098.7		$	585.9		$	65.0


	Payments Due Per Fiscal Year
	Total		2015		2016-2017		2018-2019		Thereafter
Long-term debt⁽²⁾	$	12,158.5	$	503.4	$	541.4	$	2,505.6	$	8,608.1
Interest on long-term debt⁽³⁾		5,579.5		675.0		1,323.4		1,183.9		2,397.2
Operating leases⁽⁴⁾		5,896.7		735.7		1,308.8		994.0		2,858.2
Capital leases⁽⁴⁾		1,508.3		202.2		363.6		273.0		669.5
SVU TSAs⁽⁵⁾		304.6		182.1		109.9		12.6		—
Purchase obligations⁽⁶⁾		1,839.6		1,407.2		432.4		—		—
Other long-term liabilities⁽⁷⁾		1,545.1		365.8		445.8		219.8		513.7

Total contractual obligations	$	28,832.3	$	4,071.4	$	4,525.3	$	5,188.9	$	15,046.7


Dividend yield			0.0%
Expected volatility			42.4%
Risk free interest rate			0.47%
Expected term, in years			2 years
Discount for lack of marketability			16.0%


	Percentage Point Change			Project Benefit Obligation Decrease / (Increase)	Expense Decrease / (Increase)
Discount rate		+/- 1.00	%	$336.0 / $(427.8)	$	7.8 / $(1.9)
Expected return on assets		+/- 1.00	%	— / —	$	4.4 / $(4.4)


	Pay Fixed/Receive Variable
	Fiscal 2015			Fiscal 2016			Fiscal 2017			Fiscal 2018			Fiscal 2019			Thereafter
Cash Flow Hedges and Deal- Contingent Swap
Average notional amount outstanding	$	5,125		$	4,628		$	3,807		$	2,925		$	1,921		$	1,357
Average pay rate		6.79	%		6.86	%		6.82	%		6.77	%		7.19	%		7.19	%
Average receive rate		5.34	%		5.37	%		5.92	%		6.39	%		6.67	%		6.97	%


	Basis point increase (decrease)
Impact of fuel sales		53
Lower advertising expense		19
Investments in price		(25	)
Higher shrink expense		(15	)

Total		32


	Basis point increase (decrease)
Impact of fuel sales		22
Store occupancy costs		(20	)
Write-off of $30 million of notes receivable in fiscal 2013		(10	)
Lower pension expense		(14	)
Store labor		(12	)
Higher bonus expense		18
Safeway acquisition- and integration-related expenses		16
Higher self-insurance expense		15
Lower property gains		8
Higher legal expenses		8
Other		12

Total		43


	Basis point increase (decrease)
Impact of fuel sales		33
$46.5 million gain from legal settlements in fiscal 2012		15
Write-off of $30.0 million of notes receivable		9
Decline in self-insurance expense		(16	)
Lower depreciation expense		(11	)
Lower pension expense		(5	)
Other individually immaterial items		6

Total		31


Location	Number of Stores		Location	Number of Stores		Location	Number of Stores
Alaska		26	Iowa		1	Oregon		119
Arizona		142	Louisiana		18	Pennsylvania		43
Arkansas		1	Maine		22	Rhode Island		8
California		584	Maryland		72	South Dakota		3
Colorado		117	Massachusetts		78	Texas		217
Delaware		16	Montana		38	Utah		5
District of Columbia		14	Nebraska		5	Vermont		19
Florida		3	Nevada		44	Virginia		40
Hawaii		21	New Hampshire		28	Washington		202
Idaho		38	New Jersey		47	Wyoming		16
Illinois		179	New Mexico		34
Indiana		4	North Dakota		1


Square Footage	Number of Stores		Percent of Total
Less than 30,000		185		8.4	%
30,000 to 50,000		790		35.8	%
More than 50,000		1,230		55.8	%

Total stores		2,205		100.0	%


	Fiscal Year
	2014					2013					2012
	Amount		% of Total			Amount		% of Total			Amount		% of Total
Non-perishables(1)	$	12,906		47.5	%	$	9,956		49.7	%	$	1,836		49.5	%
Perishables(2)		11,044		40.6	%		7,842		39.1	%		1,441		38.8	%
Pharmacy		2,603		9.6	%		2,019		10.1	%		393		10.6	%
Fuel		387		1.4	%		47		0.2	%		—		—
Other(3)		259		0.9	%		191		0.9	%		42		1.1	%

Total	$	27,199		100.0	%	$	20,055		100.0	%	$	3,712		100.0	%


Facility Type	Number
Milk plants		6
Bakery plants		5
Soft drink bottling plants		4
Grocery/prepared food plants		2
Ice cream plants		2
Cake commissary		1
Ice plant		1

Total		21


Name	Age^†	Position
Robert G. Miller	71	Chairman and Chief Executive Officer
Wayne A. Denningham	53	Chief Operating Officer
Justin Dye	42	Chief Administrative Officer
Shane Sampson	50	Chief Marketing and Merchandising Officer
Robert B. Dimond	54	Executive Vice President and Chief Financial Officer
Justin Ewing	46	Executive Vice President, Corporate Development and Real Estate
Robert A. Gordon	63	Executive Vice President, General Counsel and Secretary
Kelly P. Griffith	51	Executive Vice President of Operations, West Region
Jim Perkins	51	Executive Vice President of Operations, East Region
Andrew J. Scoggin	53	Executive Vice President, Human Resources, Labor Relations, Public Relations and Government Affairs
Jerry Tidwell	64	Executive Vice President, Supply Chain and Manufacturing
Dean S. Adler	58	Director
Sharon L. Allen*	63	Director
Steven A. Davis*	57	Director
Kim Fennebresque*(a)(b)	65	Director
Lisa A. Gray(c)	60	Director
Hersch Klaff	61	Director
Ronald Kravit	58	Director
Alan Schumacher*(b)	68	Director
Jay L. Schottenstein	61	Director
Lenard B. Tessler(a)	63	Lead Director
Scott Wille	34	Director