EFTA01382275

Amendment No. 3 to Form S-1 Table of Contents where we employed approximately 7,800 associates as of June 20, 2015, the minimum wage was recently increased to $8.25 per hour, and will gradually increase to $10.10 per hour by July 1, 2018. Moreover, municipalities may set minimum wages above the applicable state standards. For example, the minimum wage in Seattle, Washington, where we employed approximately 2,000 associates as of June 20, 2015, 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. In Chicago, Illinois. where we employed approximately 6,200 associates as of June 20, 2015, the minimum wage was recently increased to $10.00 per hour, and will gradually increase to $13.00 per hour by July 1, 2019. 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 30 Mtn. %kW . sce.go% Archk es edgar data' 1646972 000119312515335826'd900395ds Itt.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081569 SDNY_GM_00227753 EFTA01382275