EFTA01382391Set 10
1997-09-101p527w
Senior Notes due December 2016 (the "2016 Safeway Notes");
b) $100,000,000 of 6.35% Senior Notes due August 2017 (the "2017 Safeway Notes ... Senior Notes due August 2019 (the "2019 Safeway Notes");
d) $136,826,000 of 3.95% Senior Notes due August 2020 (the "2020 Safeway Notes ... Senior Notes due December 2021 (the "2021 Safeway Notes");
0 $150,000,000 of 7.45% Senior Debentures due September 2027 (the "2027 Safeway Notes
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382391.pdf
finance the change of control offer required by the indentures
governing the 2016 Safeway Notes, 2017 Safeway Notes, 2019 Safeway Notes, 2020 Safeway Notes, the ABS/Safeway Notes
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382281.pdf
EFTA01382327Set 10
2015-01-031p517w
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 ... 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.
Discontinued Operations ... August 2014, Safeway paid 8802.7 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
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382327.pdf
EFTA01382561Set 10
2015-09-211p489w
York, as trustee
4.3' Forms of Officers' Certificates establishing the terms of Safeway Inc.'s 3.40% Notes due 2016 and 4.75% Notes
due 2021, including the forms of Notes ... Form of Officers' Certificate establishing the terms of Safeway Inc.'s 6.35% Notes due 2017, including the form of
Notes
4.5' Form of Officers' Certificate establishing the terms of Safeway ... form of
Notes
4.6' Form of Officers' Certificate establishing the terms of Safeway Inc.'s 3.95% Notes due 2020, including the form of
Notes
4.7' Form of Officers' Certificate establishing
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382561.pdf
EFTA01382557Set 10
2015-09-211p500w
York, as trustee
4.3' Forms of Officers' Certificates establishing the terms of Safeway Inc.'s 3.40% Notes due 2016 and 4.75% Notes
due 2021, including the forms of Notes ... Form of Officers' Certificate establishing the terms of Safeway Inc.'s 6.35% Notes due 2017, including the form of
Notes
4.5' Form of Officers' Certificate establishing the terms of Safeway ... form of
Notes
4.6' Form of Officers' Certificate establishing the terms of Safeway Inc.'s 3.95% Notes due 2020, including the form of
Notes
4.7' Form of Officers' Certificate establishing
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382557.pdf
EFTA01382508Set 10
2015-01-301p659w
Amendment No. 3 to Form S-1
Tabk of Contents
SAFEWAY INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
On January 30, 2015, Safeway entered into a contingent value rights ... February 9, 2015. As a result of the issuance of these notes and pursuant to Safeway's existing indenture, our Senior Notes due 2016,
Senior Notes due 2017 and Senior ... subsidiaries that are co-issuers or guarantors of the 2022 Notes, including Safeway and its
subsidiaries. Our Senior Notes due 2020, Senior Notes due 2021, Senior Notes
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382508.pdf
EFTA01382282Set 10
2015-06-201p753w
collectively, the "Senior
Secured Credit Facilities', the NAI Notes (as defined herein), the Safeway Notes (as defined herein) the ABS/Safeway Notes
and, if we consummate the Anticipated Refinancing ... million outstanding under the NAI Notes, $1,453.4 million outstanding
under the Safeway Notes, and $350.7 million aggregate principal amount outstanding under the ABS/Safeway Notes. In addition, we
have
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382282.pdf
EFTA01382486Set 10
2015-01-031p597w
Amendment No. 3 to Form S-1
Table of Contents
SAFEWAY INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
as defined in the Credit Agreement, to consolidated interest expense ... issue any senior unsecured debt in 2014 or 2013.
Redemption of Notes
Fiscal 2014 In August 2014, Safeway paid $802.7 million to redeem $320.0 million of the 3.40% Senior Notes ... under
the indenture governing the CAD300.0 million (USD287.9 million), 3.00% Second Series Notes due March 31, 2014. Safeway met the
conditions for satisfaction and discharge of the Company's obligations
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382486.pdf
EFTA01382295Set 10
2015-06-201p389w
Facilities 6,084.3 5,691.2
NAI Term Loan Facility 820.9
ABS/Safeway Notes 584.4 350.7
Safeway Notes(4) 1,453.4 1,453.4
NAI Notes(5) 1,502.0 1,502.0
Capital leases
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382295.pdf
EFTA01382501Set 10
2012-03-311p591w
Amendment No. 3 to Form S-1
Table of Contents
SAFEWAY INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
At the date the financial statements were issued, Forms 5500 were ... general merchandise stores in Western Mexico at year-end 2014. See Note V.
Equity in earnings from Safeway's unconsolidated affiliates, which is included in other income, was income ... million in 2013 and $17.5 million in 2012.
Note Q: Commitments and Contingencies
Legal Matters Certain holders of Safeway common stock have sought appraisal rights under Section
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382501.pdf
EFTA01382483Set 10
2014-12-231p464w
Amendment No. 3 to Form S-1
Tabk of Contents
SAFEWAY INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Blackhawk sold the trading securities for cash on the day after ... investing
activities in the accompanying consolidated statements of cash flows.
Note D: Property Development Centers
On December 23, 2014, Safeway and its wholly owned real estate development subsidiary, PDC, sold ... received for those properties have been recorded as Other Notes Payable and classified as a cash inflow from financing activities.
Safeway undertook the sale of PDC in connection with
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382483.pdf
EFTA01382482Set 10
2014-04-141p374w
Amendment No. 3 to Form S-1
Table of Contents
SAFEWAY INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
stock. Safeway recorded these net proceeds as an increase to Additional ... Distribution of Blackhawk Safeway owned 37.8 million shares, or approximately 72%, of Blackhawk, which the Company
distributed to its stockholders on April 14, 2014. See Note B.
Acquisitions On November
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382482.pdf
EFTA01382477Set 10
2015-01-031p590w
Amendment No. 3 to Form S-1
Tabk of Contents
SAFEWAY INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
presented below using appropriate valuation methodologies and market information available ... million at December 28, 2013.
Approximately $27.7 million of the notes receivables at January 3, 2015 were Safeway advances to Blackhawk. These advances funded
Blackhawk's estimated tax payments ... distribution of Blackhawk shares which are explained in Note B under the caption
"Blackhawk'. With the closing of the Merger on January 30, 2015, Blackhawk is not required to repay
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382477.pdf