Amendment No. 3 to Form S-1 Table of Contents 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 Albertson, Safeway, trans, 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 p