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Prospectus brochure de l'obligation Safeway Inc US786514BF54 en USD 5.8%, échue

Safeway Inc. est une chaîne américaine de supermarchés opérant principalement dans l'ouest des États-Unis et au Canada, connue pour sa gamme de produits alimentaires, de produits pharmaceutiques et de services financiers.

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Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2012

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424B5 1 f83310b5e424b5.htm FILED PURSUANT TO RULE 424(B)(5), REG. #333-96685
Table of Contents

PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(5)
(To Prospectus dated July 31, 2002)
Registration No. 333-96685
$1,025,000,000
Safeway Inc.
$225,000,000 3.80% Notes Due 2005
$800,000,000 5.80% Notes Due 2012
The Notes Due 2005 and the Notes Due 2012 will bear interest at the rate of 3.80% and 5.80% per year,
respectively. Interest on the notes is payable on February 15 and August 15 of each year, beginning on February 15, 2003.
The Notes Due 2005 and the Notes Due 2012 will mature on August 15, 2005 and August 15, 2012, respectively. We may
redeem some or all of the Notes Due 2012 at any time at a redemption price equal to the principal amount of the Notes
Due 2012 plus a make-whole premium. The redemption prices are discussed under the caption "Description of the
Notes -- Optional Redemption of Notes Due 2012." We may not redeem the Notes Due 2005 before maturity.
The notes will be unsecured senior obligations and will rank equally with all of our other unsecured senior
indebtedness from time to time outstanding. The notes will be issued only in denominations of $1,000 and in integral
multiples of $1,000.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Per Note
Per Note
Due 2005
Due 2012
Total
Public Offering Price
99.831% 99.879%
$1,023,651,750
Underwriting Discount

.350%
.650%
$
5,987,500
Proceeds to Safeway (before

expenses)
99.481%
99.229%
$1,017,664,250
Interest on the notes will accrue from August 12, 2002 to the date of delivery.
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The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes
to purchasers on or about August 12, 2002 in book-entry form only through the facilities of the Depository Trust
Company.
Joint Book-Running Managers
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
Joint Lead Manager
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON

JPMORGAN

MORGAN STANLEY
MCDONALD INVESTMENTS INC.

MURIEL SIEBERT & CO., INC.

U.S. BANCORP PIPER JAFFRAY

WELLS FARGO BROKERAGE SERVICES, LLC
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
PROSPECTUS SUPPLEMENT SUMMARY
USE OF PROCEEDS
DESCRIPTION OF THE NOTES
UNDERWRITING
LEGAL MATTERS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
THE COMPANY
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF DEBT SECURITIES
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement
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Page
Forward-Looking Statements

S-3
Prospectus Supplement Summary

S-4
Use of Proceeds

S-6
Capitalization

S-6
Selected Financial Data

S-7
Description of the Notes

S-9
Underwriting
S-16
Legal Matters
S-17
Prospectus

About this Prospectus

2
Where You Can Find More Information

3
Disclosure Regarding Forward-Looking Statements

4
The Company

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Debt Securities

6
Plan of Distribution
14
Legal Matters
15
Experts
15
You should rely only on the information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We
are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates.
S-2
Table of Contents
In this prospectus supplement and the accompanying prospectus, unless otherwise indicated, the "Company," "we,"
"us" and "our" refer to Safeway Inc. and its subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference
contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such statements relate to, among other things, same store sales,
earnings estimates, capital expenditures, acquisitions, share repurchases, improvements in operations, gross margin and
costs, shrink reduction efforts, centralization of operations, restructuring and transition charges, the valuation of goodwill
and our investments in other companies and debt reductions, and are indicated by words or phrases such as "continuing,"
"on-going," "expects," "comfortable," "guidance," "management believes," "the Company believes," "the Company
intends," "we believe," "we intend" and similar words or phrases. These statements are based on our current plans and
expectations and involve risks and uncertainties. The following are among the principal factors that could cause actual
results to differ materially from the forward-looking statements:

· general business and economic conditions in our operating regions, including the rate of inflation, consumer
spending levels, population, employment and job growth in our markets;
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· pricing pressures and competitive factors, which could include pricing strategies, store openings and remodels by
our competitors;

· results of our programs to control or reduce costs, including our ability to implement our program to centralize
buying and merchandising and realize savings from that program and the potential operational effects of
implementing that program;

· results of our programs to reduce and control shrink;

· results of our programs to increase sales, including private-label sales and our promotional programs;

· results of our programs to improve capital management;

· the ability to integrate any companies we acquire and achieve operating improvements at those companies;

· changes in financial performance of other companies in which we have investments, including GroceryWorks;

· increases in labor costs and relations with union bargaining units representing our employees or employees of
third-party operators of our distribution centers;

· changes in state or federal legislation, regulation or judicial developments;

· the cost and stability of power sources;

· opportunities or acquisitions that we pursue;

· the availability and timely delivery of perishables and other products;

· market valuation assumptions and internal projections of future operating results which affect the valuation of
goodwill;

· the rate of return on our pension assets; and

· the availability and terms of financing.
Consequently, actual events and results may vary significantly from those included in or contemplated or implied
by such statements.
S-3
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The Company
We are one of the largest food and drug retailers in North America. As of June 15, 2002, we operated 1,792 stores
in the Western, Southwestern, Rocky Mountain, Midwestern and Mid-Atlantic regions of the United States and in western
Canada. In support of our stores, we have an extensive network of distribution, manufacturing and food processing
facilities. We also hold a 49% interest in Casa Ley, S.A. de C.V. which, as of June 15, 2002, operated 99 food and general
merchandise stores in western Mexico. In addition, we have a strategic alliance with and a 50% voting interest in
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GroceryWorks Holdings, Inc., an internet grocer.
During 2002, we expect to make capital expenditures of approximately $1.9 billion, open 80 new stores, complete
approximately 200 remodels and have square footage growth in the range of 4.5% to 5%.
On July 8, 2002, we announced that our board of directors increased the authorized level of our stock repurchase
program to $3.5 billion from the previously announced level of $2.5 billion. From the initiation of the program in 1999
through June 15, 2002, we have repurchased $1.9 billion of our common stock, leaving $1.6 billion available for
repurchases. The timing and volume of future repurchases will depend on market conditions.
In order to enhance the performance of our operations, we intend to continue to focus on three key priorities:
(1) increasing sales; (2) controlling costs; and (3) improving capital management.
Our principal executive offices are located at 5918 Stoneridge Mall Road, Pleasanton, California 94588, and our
telephone number is (925) 467-3000.
S-4
Table of Contents
Notes Due 2005

Securities Offered
$225,000,000 principal amount of 3.80% Notes Due 2005.

Maturity Date
The notes will mature on August 15, 2005.

Interest Rate
3.80% per year, accruing from August 12, 2002.
Notes Due 2012

Securities Offered
$800,000,000 principal amount of 5.80% Notes Due 2012.

Maturity Date
The notes will mature on August 15, 2012.

Interest Rate
5.80% per year, accruing from August 12, 2002.

Optional Redemption
We may redeem some or all of the Notes Due 2012 at any time at a redemption price equal
to the principal amount of the Notes Due 2012 plus a make-whole premium. The
redemption prices are discussed under the caption "Description of the Notes -- Optional
Redemption of Notes Due 2012."
Certain Common Terms of the Notes

Interest Payment Dates
February 15 and August 15, commencing February 15, 2003.

Covenants
The indenture contains covenants that limit our ability and our subsidiaries' ability to incur
liens securing our indebtedness and to engage in sale and leaseback transactions. See
"Description of the Notes -- Covenants."

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No Limitation on Incurrence The indenture does not limit the amount of debt that we may issue or provide holders any
of New Debt
protection should we be involved in a highly leveraged transaction.

Ranking
The notes will be unsecured senior obligations and will rank equally with our other
unsecured senior indebtedness from time to time outstanding.
S-5
Table of Contents
USE OF PROCEEDS
We anticipate our net proceeds from the sale of these notes to be approximately $1.017 billion after deducting
underwriting discounts and commissions and estimated offering expenses. We expect to use the net proceeds to repay
borrowings under our commercial paper program. As of June 15, 2002, the weighted average interest rate on borrowings
under our U.S. commercial paper program was 2.01% per annum.
We subsequently intend to repay $600.0 million aggregate principal amount of our 7.0% Senior Notes, which are
due on September 15, 2002, with borrowings under our commercial paper program.
Pending application for the foregoing purposes, the net proceeds from this offering will be invested in short-term
interest bearing instruments or other investment grade securities.
Certain of the underwriters or their affiliates are dealers under our commercial paper program, outstandings under
which are to be repaid in part with the net proceeds from this offering.
CAPITALIZATION
The following table sets forth our short-term debt and capitalization as of June 15, 2002, as adjusted to give effect
to this offering of notes and the application of the net proceeds therefrom to repay borrowings under our commercial paper
program. You should read this table in conjunction with our consolidated financial statements and accompanying notes
which we incorporate herein by reference. See "Where You Can Find More Information" in the accompanying prospectus.

June 15, 2002
Actual
As Adjusted(1)
(in millions)
Short-Term Debt

$
678.2

$
678.2

Long-Term Debt

Bank credit agreement

--

--
Commercial paper

1,582.9

565.9
Securities offered hereby

--

1,025.0
Other long-term debt

4,490.3

4,490.3
Obligations under capital leases

510.8

510.8

Total long-term debt

6,584.0

6,592.0

Stockholders' equity

Common stock: par value $0.01 per share; 1,500

shares authorized; 572.5 shares outstanding(2)
5.7
5.7
Additional paid-in capital

3,300.8

3,300.8
Accumulated other comprehensive loss

(54.0)

(54.0)
Retained earnings

5,057.1

5,057.1

8,309.6

8,309.6
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Less: Treasury stock at cost; 92.0 shares

(2,828.9)

(2,828.9)

Total stockholders' equity

5,480.7

5,480.7

Total capitalization

$12,064.7

$12,072.7

(1) The information in this column does not give effect to the issuance of $480 million aggregate principal amount of
4.80% Notes Due 2007 in July 2002, the net proceeds of which we used to repay borrowings under our commercial
paper program.

(2) Does not include up to 38.6 million shares of common stock issuable upon exercise of outstanding stock options.
S-6
Table of Contents
SELECTED FINANCIAL DATA
The financial data below are derived from our audited consolidated financial statements, except for the financial
data for the 24-week periods ended June 15, 2002 and June 16, 2001, which are derived from unaudited financial
statements. You should read the selected financial data in conjunction with our consolidated financial statements and
accompanying notes, which we have incorporated by reference herein. In the opinion of our management, the results of
operations for the 24 weeks ended June 15, 2002 and June 16, 2001 contain all adjustments that are of a normal and
recurring nature necessary to present fairly the financial position and results of operations for these periods. The results for
the 24 weeks ended June 15, 2002 are not necessarily indicative of the results expected for the full year.

24 Weeks Ended
52
52
52
52
53
June 15,
June 16,
Weeks
Weeks
Weeks
Weeks
Weeks
2002
2001(1)
2001(1)
2000
1999(2)(3)
1998(4)
1997(5)
(dollars in millions, except per share amounts)
Results of Operations:

Sales
$16,013.6 $15,652.3 $34,301.0 $31,976.9 $28,859.9 $24,484.2 $22,483.8

Gross profit

5,039.8
4,831.1 10,604.3
9,494.5
8,510.7
7,124.5
6,414.7
Operating and

administrative expense
(3,782.7)
(3,541.3)
(7,875.1)
(7,086.6)
(6,411.4)
(5,466.5)
(5,093.2)
Restructuring charges
(58.9)
--
--
--
--
--
--
Goodwill amortization
--
(64.2)
(140.4)
(126.2)
(101.4)
(56.3)
(41.8)

Operating profit

1,198.2
1,225.6
2,588.8
2,281.7
1,997.9
1,601.7
1,279.7
Interest expense

(190.0)
(214.8)
(446.9)
(457.2)
(362.2)
(235.0)
(241.2)
Other income
(expense), net(5)

13.3
(12.2)
(46.9)
42.0
38.3
30.2
37.8

Income before income
taxes, extraordinary
loss and cumulative

effect of accounting
change
1,021.5
998.6
2,095.0
1,866.5
1,674.0
1,396.9
1,076.3
Income taxes

(380.1)
(407.4)
(841.1)
(774.6)
(703.1)
(590.2)
(454.8)

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Income before
extraordinary loss and

cumulative effect of
accounting change
641.4
591.2
1,253.9
1,091.9
970.9
806.7
621.5
Extraordinary loss, net
of tax benefit of $41.1
--
--
--
--
--
--
(64.1)
Cumulative effect of

accounting change
(700.0)
--
--
--
--
--
--

Net (loss) income
$
(58.6) $
591.2 $ 1,253.9 $ 1,091.9 $
970.9 $
806.7 $
557.4

Basic (loss) earnings

per share:
Income before
extraordinary loss and
cumulative effect of
accounting change
$
1.32 $
1.17 $
2.49 $
2.19 $
1.95 $
1.67 $
1.35
Extraordinary loss

--
--
--
--
--
--
(0.14)
Cumulative effect of
accounting change

(1.44)
--
--
--
--
--
--

Net (loss) income
$
(0.12) $
1.17 $
2.49 $
2.19 $
1.95 $
1.67 $
1.21

Diluted (loss) earnings
per share:

Income before
extraordinary loss and

cumulative effect of
accounting change
$
1.30
$
1.14
$
2.44
$
2.13
$
1.88
$
1.59
$
1.25
Extraordinary loss

--
--
--
--
--
--
(0.13)
Cumulative effect of

accounting change
(1.42)
--
--
--
--
--
--

Net (loss) income
$
(0.12) $
1.14 $
2.44 $
2.13 $
1.88 $
1.59 $
1.12

Financial Statistics:

Comparable-store
sales(6)

N/A
N/A
2.3%
2.8%
2.2%
4.1%
2.3%
Identical-store

sales(6)(7)
N/A
N/A
1.6%
2.2%
1.7%
3.7%
1.3%
Gross profit margin

31.47%
30.87%
30.92%
29.69%
29.49%
29.10%
28.53%
Operating and
administrative expense

as a percent of sales(8)
23.62%
22.62%
22.96%
22.16%
22.22%
22.33%
22.65%
Operating profit as a
percent of sales

7.5%
7.8%
7.5%
7.1%
6.9%
6.5%
5.7%
EBITDA(9)
$ 1,603.8 $ 1,664.9 $ 3,585.4 $ 3,122.1 $ 2,698.5 $ 2,141.9 $ 1,732.3
EBITDA as a percent
of sales

10.02%
10.64%
10.45%
9.76%
9.35%
8.75%
7.70%
Net cash flow from

operating activities
$ 1,096.7
$
830.3
$ 2,231.3
$ 1,901.1
$ 1,488.4
$ 1,252.7
$ 1,221.6
Net cash flow used by
investing activities

(518.6) (1,127.5) (2,242.3) (1,481.0) (2,064.3) (2,186.4)
(607.7)
Net cash flow from
(used by) financing

activities
(596.1)
308.0
(11.8)
(434.4)
636.0
903.4
(614.6)
Capital
expenditures(10)

669.5
788.2
2,040.0
1,755.7
1,485.6
1,189.7
829.4
Depreciation

398.8
362.0
797.3
704.5
594.2
475.1
414.0
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Total assets
16,751.0 16,631.9 17,462.6 15,965.3 14,900.3 11,389.6
8,493.9
Total debt

7,262.2
6,899.8
7,399.8
6,495.9
6,956.3
4,972.1
3,340.3
Stockholders' equity

5,480.7
6,016.0
5,889.6
5,389.8
4,085.8
3,082.1
2,149.0
Weighted average
shares outstanding,

basic (in millions)
484.3
505.2
503.3
497.9
498.6
482.8
462.3
Weighted average
shares outstanding,
diluted (in millions)

492.3
516.3
513.2
511.6
515.4
508.8
497.7
Ratio of earnings to

fixed charges(11)
4.15x
4.01x
3.87x
3.63x
3.95x
4.88x
4.10x
Interest coverage
ratio(12)

8.44x
7.75x
8.02x
6.83x
7.45x
9.11x
7.18x
Other Statistics:

Total stores at
period-end

1,792
1,754
1,773
1,688
1,659
1,497
1,368
Remodels completed

during the period(13)
N/A
N/A
255
275
251
234
181
Total retail square
footage at period-end
(in millions)

79.9
77.1
78.8
73.6
70.8
61.6
53.2
(Footnotes on following page)
S-7
Table of Contents
(1) We completed our acquisition of Genuardi's Family Markets, Inc. in February 2001. The results of operations of
Genuardi's are included in our results of operations beginning approximately midway through the first quarter of
2001.

(2) We completed our acquisition of Carr-Gottstein Foods Co. in April 1999. The results of operations of Carr-Gottstein
are included in our results of operations from the beginning of the second quarter of 1999.

(3) We completed our acquisition of Randall's Food Markets, Inc. in September 1999. The results of operations of
Randall's are included in our results of operations from the beginning of the fourth quarter of 1999.

(4) We completed our acquisition of Dominick's Supermarkets, Inc. in November 1998. The results of operations of
Dominick's are included in our results of operations beginning approximately midway through the fourth quarter of
1998.

(5) We completed our acquisition of The Vons Companies, Inc. in April 1997. The results of operations of Vons are
included in our results of operations from the beginning of the second quarter of 1997. Periods prior to this time
include our equity in Vons earnings.

(6) Reflects sales increases for stores operating the entire measurement period in both the current and prior periods. The
1997 annual identical-store sales and comparable-store sales exclude British Columbia stores, which were closed
during a labor dispute in 1996.

(7) Excludes replacement stores.

(8) Excludes goodwill amortization which has been eliminated pursuant to SFAS No. 142.

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(9) Defined as FIFO earnings before income taxes, interest, depreciation, amortization, net equity in earnings from
unconsolidated affiliates, extraordinary losses and the cumulative effect of accounting changes. Net cash flow from
operating activities as presented in our consolidated statements of cash flows is an important measure of cash
generated by our operating activities. EBITDA is similar to net cash flow from operating activities because it
excludes certain noncash items. However, EBITDA also excludes interest expense and income taxes. EBITDA should
not be considered as an alternative to net income or cash flows from operating activities (which are determined in
accordance with GAAP) as an indicator of operating performance or a measure of liquidity. We believe that EBITDA
is relevant because it assists investors in evaluating our ability to service our debt by providing a commonly used
measure of cash available to pay interest, and it facilitates comparisons of our results of operations with those of
companies having different capital structures. Other companies may define EBITDA differently, and, as a result,
those measures may not be comparable to our EBITDA.
(10) Defined as cash paid for property additions plus the present value of all lease obligations incurred and mortgage notes
assumed in property acquisitions less purchases of previously leased properties.

(11) For these ratios, "earnings" represents income before income taxes, extraordinary losses, the cumulative effect of
accounting changes, net equity in earnings of unconsolidated affiliates, minority interest in subsidiary and fixed
charges (other than capitalized interest). "Fixed charges" represents interest on indebtedness (including capitalized
interest) and a share of rental expense which is deemed to be representative of the interest factor.

(12) Defined as our EBITDA as a multiple of interest expense.

(13) Defined as store projects, other than maintenance, generally requiring expenditures in excess of $200,000.
S-8
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the terms of the notes (referred to in the accompanying prospectus as the "debt
securities") supplements, and to the extent inconsistent replaces, the description of the general terms and provisions of the
debt securities set forth in the accompanying prospectus.
We will issue the notes under an indenture between us and The Bank of New York, as trustee. The notes will
constitute two different series of debt securities described in the accompanying prospectus. We have summarized select
portions of the indenture below. The summary is not complete and is qualified by reference to the indenture. Capitalized
terms not otherwise defined herein have the meanings given them in the accompanying prospectus or the indenture.
In this section, "we," "our" and "us" mean Safeway Inc. excluding, unless the context otherwise requires or as
otherwise expressly stated, our subsidiaries.
Each series of notes is being sold separately and not as a unit.
General
The Notes Due 2005 will initially be limited to $225,000,000 aggregate principal amount and will mature on
August 15, 2005. The Notes Due 2012 will initially be limited to $800,000,000 aggregate principal amount and will
mature on August 15, 2012. Each series of notes will bear interest from August 12, 2002 at the respective rates shown on
the front cover of this prospectus supplement, payable on February 15 and August 15 of each year, commencing
February 15, 2003, to the persons in whose names the notes are registered on the preceding February 1 and August 1,
respectively. The notes will be our senior unsecured obligations and will be issued in denominations of $1,000 and integral
multiples of $1,000.
We may, from time to time, without notice to or the consent of the holders of the notes, increase the principal
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