Obligation SafePass Inc. 3.95% ( US786514BS75 ) en USD

SafePass Inc.

100 % ▲

Etats-unis

US786514BS75 ( en USD )

3.95% par an ( paiement semestriel )

14/08/2020 - Obligation échue

Prospectus brochure de l'obligation Safeway Inc US786514BS75 en USD 3.95%, échue

2 000 USD

136 826 000 USD

786514BS7

N/A

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. ( Etats-unis ) , en USD, avec le code ISIN US786514BS75, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2020

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-155994
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Amount to be
Maximum Offering Aggregate Offering
Registration
Securities to be Registered
Registered
Price Per Unit
Price

Fee (1)
3.950% Notes due 2020
$500,000,000
99.556%
$497,780,000
$35,491.71

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. Pursuant to Rule 457(p) under
the Securities Act of 1933, as amended, the registrant hereby offsets the $35,491.71 registration fee by $35,491.71
previously paid by the registrant with respect to unsold securities having an aggregate initial offering price of
$825,000,000, in connection with the registration of an aggregate initial offering price of $2,325,000,000 of debt
securities and common stock pursuant to the Registration Statement on Form S-3 (Registration No. 333-117692),
initially filed with the Commission by Safeway Inc. on July 27, 2004, as amended on August 4, 2004, which we refer to
as the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the
$104,527.50 filing fee previously paid for such unsold securities under the Prior Registration Statement is being offset
against the $35,491.71 filing fee currently due. In connection with the Prospectus Supplement on Form 424(b)(2)
(Registration No. 333-155994) filed on December 18, 2008, and the Prospectus Supplement on Form 424(b)(2)
(Registration No. 333-155994) filed on August 4, 2009, $19,559.22 and $27,669.83, respectively, were offset against
the $104,527.50 filing fee previously paid under the Prior Registration Statement, leaving $57,298.45 remaining
available for application to any future filing fees. Accordingly, a filing fee of $0 is paid hereunder, and the $35,491.71
filing fee is offset against the $57,298.45 remaining available, leaving $21,806.74 remaining available for application to
any future filing fees.
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Prospectus Supplement
July 27, 2010
(To Prospectus dated December 8, 2008)
$500,000,000

Safeway Inc.
3.950% Notes due 2020

We will pay interest on the notes on February 15 and August 15 of each year. The first such payment will be made on
February 15, 2011. The notes will mature on August 15, 2020. We may redeem some or all of the notes 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 in right of payment 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.
Investing in the notes involves risks. See "Risk Factors" on page 4 of the accompanying
prospectus.

Per Note

Total
Public offering price

99.556%
$497,780,000
Underwriting discount

0.650%
$ 3,250,000
Proceeds, before expenses, to us

98.906%
$494,530,000
The public offering price set forth above does not include accrued interest, if any. Interest will accrue from August 3,
2010 if settlement occurs after that date.
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.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./
N.V., as operator of the Euroclear System, against payment in New York, New York on August 3, 2010.

Joint Book-Running Managers

J.P. Morgan

Morgan Stanley

RBS

Co-Managers

BofA Merrill Lynch
BNP PARIBAS
Deutsche Bank Securities
Wells Fargo Securities
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Barclays Capital
Credit Suisse
Goldman, Sachs & Co.
Mitsubishi UFJ Securities
UBS Investment Bank
US Bancorp
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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or any applicable free writing
prospectus. You must not rely on any unauthorized information or representations. This prospectus supplement, the
accompanying prospectus and any applicable free writing prospectus are an offer to sell only the notes offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
supplement, the accompanying prospectus, any applicable free writing prospectus and any incorporated document is current
only as of their respective dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Statements

S-1
Prospectus Supplement Summary

S-3
Ratio of Earnings to Fixed Charges

S-4
Use of Proceeds

S-4
Description of the Notes

S-5
Underwriting (Conflicts of Interest)
S-15
Validity of the Securities
S-17
Experts
S-17
Incorporation by Reference
S-17
Prospectus

Page
About this Prospectus

2
Where You Can Find More Information

3
Disclosure Regarding Forward-Looking Statements

4
Risk Factors

4
The Company

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Debt Securities

6
Description of Common Stock

13
Plan of Distribution

14
Validity of the Securities

15
Experts

15

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You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any applicable free writing 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, any applicable free writing 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 or unless the context
otherwise requires, 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, uses of the net proceeds of this offering; changes in retail square footage and store count;
improved inventory shrink; changes to the total closed store reserve; uses of cash; ability to borrow under bank credit
facilities; sufficiency of liquidity; indemnification obligations; dividend payments on common stock; price investments;
promotional spending; cash capital expenditures; efforts to revitalize operations in certain markets; outcomes of legal
proceedings; the effect of new accounting standards; compliance with laws and regulations; pension plan expense and
contributions; obligations and payments under benefit plans; the rate of return on pension assets; total unrecognized tax
benefits; income tax expenses; income tax refunds; amount of indebtedness; deflation in certain product categories; and
Lifestyle stores, and are indicated by words or phrases such as "will," "may," "estimate," "continuing," "ongoing," "expect,"
"anticipate," "believe," "guidance" and similar words or phrases and the negative of such 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 or deflation,

consumer spending levels, currency valuations, population, employment and job growth and/or losses in our
markets;

· pricing pressures and competitive factors, which could include pricing strategies, store openings, remodels or

acquisitions by our competitors;

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

· results of our programs to increase sales;

· results of our continuing efforts to expand corporate brands;

· results of our programs to improve our perishables departments;

· results of our promotional programs;

· results of our capital program;

· results of our efforts to improve working capital;

· results of any ongoing litigation in which we are involved or any litigation in which we may become involved;

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· the resolution of uncertain tax positions;

· the ability to achieve satisfactory operating results in all geographic areas where we operate;

· changes in the financial performance of our equity investments;

· labor costs, including benefit plan costs and severance payments, or labor disputes that may arise from time to time

and 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;

· failure to fully realize or delay in realizing growth prospects for existing or new business ventures, including our

Blackhawk subsidiary;

· legislative, regulatory, tax, accounting or judicial developments, including with respect to Blackhawk;

· the cost and stability of fuel, energy and other power sources;

· the impact of the cost of fuel on gross margins and identical-store sales;

· discount rates used in actuarial calculations for pension obligations and self-insurance reserves;

· the rate of return on our pension assets;

· the availability and terms of financing, including interest rates;

· adverse developments with regard to food and drug safety and quality issues or concerns that may arise;

· loss of a key member of senior management;

· data security or other information technology issues that may arise;

· unanticipated events or changes in real estate matters, including acquisitions, dispositions and impairments;

· adverse weather conditions and effects from natural disasters;

· performance in new business ventures or other opportunities that we pursue; and

· the capital investment in and financial results from our Lifestyle stores.
Consequently, actual events and results may vary significantly from those included in or contemplated or implied by
such statements. We undertake no obligation to update forward-looking statements to reflect developments or information
obtained after the date hereof and disclaim any obligation to do so. For additional information regarding these risks and
uncertainties, see our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and subsequent
Current Reports on Form 8-K and the section in the accompanying prospectus under the caption "Risk Factors."

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PROSPECTUS SUPPLEMENT SUMMARY
The Company
We are one of the largest food and drug retailers in North America, with 1,712 stores at June 19, 2010. Our U.S.
retail operations are located principally in California, Oregon, Washington, Alaska, Colorado, Arizona, Texas, the
Chicago metropolitan area and the Mid-Atlantic region. Our Canadian retail operations are located principally in British
Columbia, Alberta and Manitoba/Saskatchewan. In support of our retail operations, we have an extensive network of
distribution, manufacturing and food-processing facilities. We also own and operate GroceryWorks.com Operating
Company, LLC, an online grocery channel, doing business under the names Safeway.com, Vons.com and
Genuardis.com.
We also have a 49% ownership interest in Casa Ley, S.A. de C.V. which operates 156 food and general
merchandise stores in Western Mexico as of January 2, 2010.
Blackhawk, a subsidiary of Safeway, provides third-party gift cards, prepaid cards, telecom cards and sports and
entertainment cards to a broad group of top North American retailers for sale to retail customers. Blackhawk also has gift
card businesses in the United Kingdom, France, Mexico and Australia.
Our principal executive offices are located at 5918 Stoneridge Mall Road, Pleasanton, California 94588, and our
telephone number is (925) 467-3000.
The Offering
Securities Offered
$500,000,000 aggregate principal amount of 3.950% notes due 2020.
Maturity Date
The notes will mature on August 15, 2020.
Interest Rate
3.950% per year, accruing from August 3, 2010.
Interest Payment Dates
February 15 and August 15, commencing February 15, 2011.
Optional Redemption
We may redeem some or all of the notes at any time and from time to time
at the redemption prices described under the caption "Description of the
Notes--Optional Redemption."
Repurchase Upon a Change of Control
Upon the occurrence of a change of control triggering event (as defined
Triggering Event
herein), we will be required to make an offer to purchase the notes at a
price equal to 101% of their principal amount plus accrued and unpaid
interest to the date of repurchase. See "Description of the Notes--Change
of Control Offer."
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.
Ranking
The notes will be unsecured senior obligations and will rank equally in
right of payment with our other unsecured senior indebtedness from time
to time outstanding.

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RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the periods indicated are as follows:

24 Weeks Ended
Fiscal Year

June 19, 2010 2009

2008
2007
2006
2005
Ratio of earnings to fixed charges(a)

2.43x NM(b) 3.45x 3.14x 2.80x 2.20x
(a) For these ratios, "earnings" represents income before taxes, the cumulative effect of accounting changes, net equity in
earnings of unconsolidated affiliates, minority interest in subsidiary, noncontrolling interests and fixed charges (other
than capitalized interest). "Fixed charges" represents interest on indebtedness (including capital interest) and a share of
rental expense which is deemed to be representative of the interest factor.
(b) NM indicates not meaningful. In 2009, earnings were inadequate to cover fixed charges by approximately $969.3
million due to our recording non-cash goodwill impairment charges of $1,974.2 million, before tax.
USE OF PROCEEDS
We anticipate our net proceeds from the sale of the notes to be approximately $494.3 million after deducting the
underwriting discount and our estimated offering expenses. We intend to use a portion of the net proceeds from this offering
temporarily to repay outstanding borrowings under our U.S. commercial paper program. We intend to use any remaining
proceeds from this offering, together with subsequent borrowings under our U.S. commercial paper program, to repay $500
million aggregate principal amount of our 4.95% notes due August 16, 2010. Pending the use of the net proceeds for this
purpose, we may temporarily invest all or a portion of the net proceeds in short-term interest bearing instruments or other
investment grade securities. Borrowings under our U.S. commercial paper program have been used for working capital
purposes. As of June 19, 2010, the weighted average interest rate on outstanding borrowings under our U.S. commercial
paper program was 0.36% per annum.

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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 Mellon Trust Company, N.A.,
formerly known as The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee. 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.
General
The notes will initially be limited to $500,000,000 aggregate principal amount and will mature on August 15, 2020. The
notes will bear interest from August 3, 2010 at the rate shown on the front cover of this prospectus supplement, payable on
February 15 and August 15 of each year, commencing February 15, 2011, to the persons in whose names the notes are
registered on the preceding and February 1 and August 1, respectively. Interest on the notes will be computed on the basis of
a 360-day year consisting of twelve 30-day months. The notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
We may, from time to time, without notice to or the consent of the holders of the notes, increase the principal amount of
the notes under the indenture and issue such increased principal amount (or any portion thereof), in which case any additional
notes so issued shall have the same form and terms (other than the date of issuance and, under certain circumstances, the date
from which interest thereon shall begin to accrue and the first interest payment date), and shall carry the same right to receive
accrued and unpaid interest, as the notes of such series previously issued, and such additional notes shall form a single series
with the notes.
We will pay principal and interest on the notes, register the transfer of notes and exchange the notes at our office or
agency maintained for that purpose (which initially will be the office of the trustee located at 700 South Flower Street, Suite
500, Los Angeles, CA 90017, Attention: Corporate Trust Administration). So long as the notes are represented by global debt
securities, the interest payable on the notes will be paid to Cede & Co., the nominee of the Depositary, or its registered
assigns as the registered owner of such global debt securities, by wire transfer of immediately available funds on each of the
applicable interest payment dates. If any of the notes are no longer represented by a global debt security, we have the option
to pay interest by check mailed to the address of the person entitled to the interest. No service charge will be made for any
transfer or exchange of notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge
payable.
Optional Redemption
The notes will be redeemable in whole or in part at any time and from time to time, at our option, at a redemption price
equal to the greater of:

· 100% of the principal amount of the notes to be redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be
redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a

semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate
plus 20 basis points.
In each case we will pay accrued and unpaid interest on the principal amount being redeemed to the date of redemption.

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"Comparable Treasury Issue" means, with respect to any redemption date, the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or
(2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers that we appoint to act as the
Independent Investment Banker from time to time.
"Reference Treasury Dealer" means, with respect to any redemption date for the notes, J.P. Morgan Securities Inc.,
Morgan Stanley & Co. Incorporated and RBS Securities Inc. and their respective successors, and one other firm that is a
primary U.S. Government securities dealer (each a "Primary Treasury Dealer") which we specify from time to time;
provided, however, that if any of them ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
Notice of redemption will be mailed at least 15 but not more than 60 days before the redemption date to each holder of
record of the notes to be redeemed at its registered address. The notice of redemption for the notes will state, among other
things, the amount of notes to be redeemed, the redemption date, the redemption price and the place or places that payment
will be made upon presentation and surrender of notes to be redeemed. Unless we default in the payment of the redemption
price, interest will cease to accrue on any notes that have been called for redemption at the redemption date.
Change of Control Offer
If a change of control triggering event occurs, unless we have exercised our option to redeem the notes as described
above, we will be required to make an offer (the "change of control offer") to each holder of the notes to repurchase all or
any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on the terms set forth in
the notes. In the change of control offer, we will be required to offer payment in cash equal to 101% of the aggregate
principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of
repurchase (the "change of control payment"). Within 30 days following any change of control triggering event or, at our
option, prior to any change of control, but after public announcement of the transaction that constitutes or may constitute the
change of control, a notice will be mailed to holders of the notes describing the transaction that constitutes or may constitute
the change of control triggering event and offering to repurchase the notes on the date specified in the notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "change of control payment
date"). The notice will, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is
conditioned on the change of control triggering event occurring on or prior to the change of control payment date.

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