Obligation SafePass Inc. 5.625% ( US786514BM06 ) en USD

SafePass Inc.

100 % ⇌

Etas-Unis

US786514BM06 ( en USD )

5.625% par an ( paiement semestriel )

15/08/2014 - Obligation échue

Prospectus brochure de l'obligation Safeway Inc US786514BM06 en USD 5.625%, échue

2 000 USD

250 000 000 USD

786514BM0

NR

NR

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.

L'Obligation émise par SafePass Inc. ( Etas-Unis ) , en USD, avec le code ISIN US786514BM06, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2014

L'Obligation émise par SafePass Inc. ( Etas-Unis ) , en USD, avec le code ISIN US786514BM06, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par SafePass Inc. ( Etas-Unis ) , en USD, avec le code ISIN US786514BM06, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus filed Pursuant to Rule 424b4
424B4 1 d424b4.htm PROSPECTUS FILED PURSUANT TO RULE 424B4
Table of Contents
Filed Pursuant to Rule 424(b)4
Registration No. 333-117692
Prospectus Supplement to Prospectus dated August 4, 2004.

$750,000,000

Safeway Inc.

$500,000,000 4.950% Notes due 2010
$250,000,000 5.625% Notes due 2014

Safeway will pay interest on the Notes due 2010 on February 16 and August 16 of each year. The first
such payment will be made on February 16, 2005. Safeway will pay interest on the Notes due 2014 on
February 15 and August 15 of each year. The first such payment will be made on February 15, 2005.
The Notes due 2010 will mature on August 16, 2010 and the Notes due 2014 will mature on August 15,
2014. Safeway may redeem some or all of the Notes due 2010 and some or all of the Notes due 2014
at any time and from time to time at the redemption prices described under the caption "Description of
the Notes--Optional Redemption."
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 minimum
denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

Neither the Securities and Exchange Commission nor any state securities commission or other
regulatory body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per Note
Per Note
due 2010
Total
due 2014
Total

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Initial public offering price

99.8960%
$499,480,000
99.795%
$249,487,500
Underwriting discount

0.6125%
$ 3,062,500
0.650%
$ 1,625,000
Proceeds, before expenses, to
Safeway

99.2835%
$496,417,500
99.145%
$247,862,500
The initial public offering prices set forth above do not include accrued interest, if any. Interest on the
notes will accrue from August 12, 2004 and must be paid by the purchasers if the notes are delivered
after August 12, 2004.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company
against payment in New York, New York on August 12, 2004.

Joint Book-running Managers
Citigroup
Deutsche Bank Securities
Goldman, Sachs & Co.

Co-Managers
Barclays Capital BNP PARIBAS Merrill Lynch & Co.
Wachovia Securities
Piper Jaffray

Wells Fargo Securities, LLC

Prospectus Supplement dated August 5, 2004.
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Table of Contents
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.
In this prospectus supplement and the accompanying prospectus, unless otherwise indicated, the
"Company," "Safeway," "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, as amended, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. Such statements relate to, among other things,
estimates of sales, identical store sales, earnings, pension plan contributions, capital expenditures,
performance of acquired companies, the valuation of Safeway's investments, operating improvements,
cost reductions, financial and other effects of any labor strike and obligations with respect to divested
operations and are indicated by words or phrases such as "continuing," "on-going," "expects," 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:

Y general business and economic conditions in our operating regions, including the rate of

inflation, consumer spending levels and population, employment and job growth in our markets;

Y pricing pressures and competitive factors, which could include pricing strategies, store

openings and remodels by our competitors;

Y results of our programs to control or reduce costs, improve buying practices and control shrink;

Y results of our programs to increase sales, including private-label sales, improvements in our

perishable departments and our pricing and promotional programs;

Y results of our programs to improve capital management;

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

companies, including Dominick's and Randall's;
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Y changes in financial performance of our equity investments;

Y increases in labor costs and relations with union bargaining units representing our employees

or employees of third-party operators of our distribution centers;

Y the effects on operating performance at stores affected by any labor strike, including the time it
takes to return to pre-strike operating performance and the resolution of lawsuits challenging

certain provisions of the agreement with Kroger and Albertson's that arise out of the multi-
employer bargaining process in Southern California;

Y work stoppages that could occur in areas where certain collective bargaining agreements have

expired or are on indefinite extensions or are scheduled to expire in the near future;

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Y unanticipated events or changes in future operating results, financial condition, real estate

matters, including dispositions and impairments, or business over time or changes in state or
federal legislation, regulation or judicial developments, including with respect to taxes;

Y the cost and stability of power sources;

Y opportunities or acquisitions that we pursue;

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

Y the rate of return on our pension assets;

Y currency valuations; and

Y 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. The Company undertakes no obligation to update forward-looking
statements to reflect developments or information obtained after the date hereof and disclaims any
obligation to do so.

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PROSPECTUS SUPPLEMENT SUMMARY

The Company
We are one of the largest food and drug retailers in North America. As of June 19, 2004, we operated
1,812 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 operates food and general merchandise stores in western Mexico. In addition, we
have a strategic alliance with, and an approximately 53% equity interest in, GroceryWorks Holdings,
Inc., an internet grocer.
During 2004, we expect to make capital expenditures of between $1.2 billion and $1.4 billion, open
approximately 40 new stores and complete approximately 120 remodels.
Seven UFCW local unions struck our 289 stores in Southern California in October 2003. An agreement
ending the strike was reached at the end of February 2004. As expected, promotional pricing, direct
marketing and the introduction of new proprietary products, such as Ranchers Reserve Beef, have
improved sales in Southern California, but not yet to pre-strike levels, and have reduced gross
margins.
Approximately 69% of our employees in the United States and Canada are covered by collective
bargaining agreements negotiated with local unions affiliated with one of 12 international unions. There
are approximately 400 such agreements, typically having three-year terms, with some agreements
having terms of up to five years. During 2004, a number of collective bargaining agreements have or
will come up for renewal, including agreements covering employees in our stores in Seattle, northern
California, Colorado, Hawaii and Nevada. In addition, certain collective bargaining agreements
covering Dominick's employees expired in 2003 and are on an indefinite extension.
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.

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The Offering

Securities Offered
$500,000,000 aggregate principal amount of
4.950% Notes due 2010.
$250,000,000 aggregate principal amount of

5.625% Notes due 2014.
Maturity Date
The Notes due 2010 will mature on August 16,
2010.
The Notes due 2014 will mature on August 15,

2014.
Interest Rate on Notes due 2010
4.950% per year, accruing from August 12,

2004.
Interest Rate on Notes due 2014
5.625% per year, accruing from August 12,

2004.
Interest Payment Dates for the Notes due 2010
February 16 and August 16, commencing

February 16, 2005.
Interest Payment Dates for the Notes due 2014
February 15 and August 15, commencing

February 15, 2005.
Optional Redemption
We may redeem some or all of the Notes due
2010 and the Notes due 2014 at any time and
from time to time at the redemption prices
described under the caption "Description of the

Notes--Optional Redemption."
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."
No Limitation on Incurrence of New Debt
The indenture does not limit the amount of debt
that we may issue or provide holders any
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.
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USE OF PROCEEDS
We anticipate our net proceeds from the sale of these notes to be approximately $744 million after
deducting underwriting discounts and commissions and estimated offering expenses. We expect to
use most of the net proceeds to repay borrowings under our U.S. commercial paper program. As of
June 19, 2004, the weighted average interest rate on borrowings under our U.S. commercial paper
program was 1.19% per annum. We subsequently intend to repay $200 million aggregate principal
amount of our 6.85% Senior Notes, which are due on September 15, 2004, and $400 million aggregate
principal amount of our 7.25% Senior Notes, which are due on September 15, 2004, with the remaining
proceeds from this offering and 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, of which
certain borrowings are to be repaid with the net proceeds from this offering.

CAPITALIZATION
The following table sets forth our short-term debt and capitalization as of June 19, 2004, 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. As described under "Use of Proceeds" above, we
subsequently intend to repay $600 million aggregate principal amount of outstanding indebtedness
with additional borrowings under our commercial paper program and with the remaining proceeds of
this offering. 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 19, 2004

Actual
As Adjusted

(in millions, except par

value per share)

Short-term debt

$
656.5
$
656.5

Long-term debt

Bank credit agreement

6.2

6.2
Commercial paper

735.1

--
Securities offered hereby

--

750.0
Notes and debentures

5,189.5
5,189.5
Obligations under capital leases

650.9

650.9
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Total long-term debt

6,581.7
6,596.6

Stockholders' equity

Common stock: par value $0.01 per share; 1,500 shares
authorized; 577.6 shares outstanding(1)

5.8

5.8
Additional paid-in capital

3,364.1
3,364.1
Deferred stock compensation

(17.6)

(17.6)
Accumulated other comprehensive income

20.7

20.7
Retained earnings

4,316.1
4,316.1

7,689.1
7,689.1
Less: Treasury stock at cost; 130.9 shares

(3,881.8)
(3,881.8)

Total stockholders' equity

3,807.3
3,807.3

Total capitalization

$10,389.0
$ 10,403.9

(1) Does not include up to 38.8 million shares of common stock issuable upon exercise of
outstanding stock options.

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Document Outline

sec.gov
- #1">Prospectus filed Pursuant to Rule 424b4