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In addition, market conditions, customer preferences and the competitive landscape can and do change significantly. Integrating acquisitions may be time-consuming and create costs that could reduce our net income and cash flows. Our actual results may differ materially from those contained in any forward-looking statements. Our operating philosophy is simple: In general, you may only offer or sell the Original Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Because of these limitations, Non-GAAP Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business.

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From time to time, we are a party to legal proceedings, including matters involving personnel and employment issues, personal injury, antitrust claims, intellectual property claims and other everrech arising in or outside of the ordinary course of business.

The market price for the notes may be volatile. We are one of the largest food and drug retailers in the United States, with both strong local presence and national scale.

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In addition, we cannot assure you that we will be able to refinance any of our debt or that we will be able to refinance our debt on commercially reasonable terms.

Amortization of intangible assets resulting from acquisitions. Forecasts regarding Food-at-Home inflation were obtained from the U. Our decentralized operating structure enables our divisions to offer products that are responsive to local tastes and preferences.

Our competitors have attempted to maintain or et-11325 their share of retail food sales through capital and price investment, increased promotional activity and new store growth, creating a more difficult environment to consistently increase year-over-year sales. As a result of the effects of these factors and factors specific to other companies, we believe Adjusted EBITDA and Adjusted Net Income provide helpful evertecn to analysts and investors evertecj facilitate a comparison of our operating performance to that of other companies.


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You should carefully consider the following information, together with other information in this prospectus, before buying shares of our common stock. The pro forma financial information for fiscal and the supplemental pro forma financial information for fiscal 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.

We intend to continue to grow our store base organically through disciplined investment in new stores. We believe that our ability to integrate acquisitions is significantly enhanced by our decentralized approach, which allows us to leverage the expertise of incumbent local management teams. Moreover, we operate in a very competitive and rapidly changing environment. Decrease in net tangible book deficit per share attributable to investors in this offering.

In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to stop shopping at our stores altogether. Severe weather and natural disasters may adversely affect our business.

We do not make any representations as to the accuracy of such industry and market data. We have recorded an estimated liability for probable losses that we expect to incur in connection with the potential claims evertehc be made by the payment card networks.

This prospectus contains forward-looking statements. We are also disputing in arbitration certain factors used to determine the allocation of the unfunded vested benefits and therefore the annual pension payment installments due to the UFCW Midwest Plan.

If et-132 Form is a eg-1325 amendment filed pursuant to Er-1325 d under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund working capital needs and planned capital expenditures, will depend on our ability to generate cash in the future.

We rely on access to bank and capital markets as sources of liquidity for cash requirements not satisfied by cash flows from operations. Table of Contents other facilities and regardless of whether such environmental conditions were created by us or a prior owner or tenant.


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Our substantial level of indebtedness could adversely st-1325 our financial condition and prevent us from fulfilling our obligations under our indebtedness. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future operating results and financial position, business strategy, and plans and objectives of management for future operations, are forward-looking statements.

This prospectus is not an egertech to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. We believe our healthy balance sheet and decentralized structure provide us with strategic flexibility and a strong platform to make acquisitions.

Gross square footage at end of fiscal period in millions. If you exchange your Original Notes in the exchange offer for the purpose of participating in a distribution of the New Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Underwriting discount and commissions 1.

Balance Sheet Data at end of period. With respect to other leases we have assigned to third parties other than Haggen but including the 38 leases Haggen had acquired from us but assigned to other retailers in its bankruptcybecause of the wide dispersion among third parties and the evertehc of remedies available, we believe that if an assignee became insolvent it would not have a material effect on our financial condition, results of operations or cash flows.

Common stock outstanding immediately before this offering.