Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1—Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business AB Acquisition LLC and its subsidiaries ("the Company") is a food and drug retailer that, as of February 28, 2015. operated 2,382 retail food and drug stores together with 390 associated fuel centers, 30 dedicated distribution centers and 21 manufacturing facilities. The Company is composed of retail food businesses and in-store pharmacies with operations primarily located throughout the United States under the banners Albertsons, Safeway, Vons. Pavilions, Randalls, Tom Thumb. Carrs Quality Centers, United Supermarkets, Market Street, Amigos, United Express, Say-On, Jewel-Osco, ACME, Shaw's and Star Market. The Company also owns and operates GroceryWorks.com Operating Company, LLC, an online grocery channel, doing business under the names Safeway.com and Vons.com. The Company also has a 49% ownership in Casa Ley, S.A. de C.V. ("Casa Ley"), which operates 206 food and general merchandise stores in Western Mexico. AB Acquisition LLC has no separate assets or liabilities other than the investments in its subsidiaries and all its business operations are conducted through its operating subsidiaries. The Company is owned by a consortium of investors led by Cerberus Capital Management. L.P. ("Cerberus"). On January 30, 2015, the Company, through a subsidiary, Albertson's Holdings LLC ("Albertson's"), acquired Safeway Inc. ("Safeway") pursuant to an Agreement and Plan of Merger dated as of March 6. 2014, as amended April 7, 2014 and June 13, 2014 (the "Merger Agreement), under which Albertson's acquired all of the outstanding shares of Safeway (the "Safeway acquisition"). Safeway operated 1,325 supermarkets under the banners Safeway, Vons, Pavilions, Randalls, Tom Thumb and Carrs Quality Centers. On December