Attached files

file filename
EX-32 - CERTIFICATION - SAFEWAY INCexhibit32.htm
EX-31.2 - CERTIFICATION - SAFEWAY INCexhibit312certification.htm
EX-31.1 - CERTIFICATION - SAFEWAY INCexhibit311certification.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment #1)

(Mark One)
X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from         to         
Commission file number 1-00041
SAFEWAY INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
94-3019135
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
5918 Stoneridge Mall Road
 
 
Pleasanton, California
 
94588-3229
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including
area code:
 
(925) 467-3000
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Name of each exchange on which registered
Common Stock, $0.01 par value per share
  
New York Stock Exchange
7.45% Senior Debentures due 2027
  
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes   X   No     .
(Cover continued on following page)






SAFEWAY INC. AND SUBSIDIARIES
 
(Cover continued from previous page)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes      No X.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X   No     .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes X   No     .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K X.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer X
 
Accelerated filer    
 
Non-accelerated filer    
Smaller reporting company    
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes      No X.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 18, 2011 was approximately $7.9 billion.
As of February 22, 2012, there were outstanding approximately 268.0 million shares of the registrant’s common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The following document is incorporated by reference to the extent specified herein:
 
Document Description
 
10-K Part
Portions of the definitive proxy statement for use in connection with the Annual Meeting of Stockholders (to be held May 15, 2012) to be filed within 120 days after the end of the fiscal year ended December 31, 2011
 
III


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SAFEWAY INC. AND SUBSIDIARIES
EXPLANATORY NOTE:
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Safeway Inc. (“Safeway” or the “Company”) for the fiscal year ended December 31, 2011 (the “2011 Form 10-K”) filed with the United States Securities and Exchange Commission on February 27, 2012. The purpose of the Amendment is solely to correct the fiscal year-end dates in Exhibit 32 of the 2011 Form 10-K. The Amendment makes no other changes to the 2011 Form 10-K.
Safeway hereby amends and replaces Exhibit 32 of the 2011 Form 10-K in its entirety. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, the Amendment includes new certifications of our principal executive officer and principal financial officer on Exhibits 31.1 and 31.2, each as of the filing date of the Amendment.
The Amendment does not reflect subsequent events occurring after the original filing date of the 2011 Form 10-K or modify or update in any way disclosures made in the 2011 Form 10-K, except as described above.




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SAFEWAY INC. AND SUBSIDIARIES
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)
The following documents are filed as a part of this report:
3. The following exhibits are files as part of this report.
Exhibit 31.1
 
Rule 13(a)-14(a)/15d-14(a) Certification.
 
 
 
Exhibit 31.2
 
Rule 13(a)-14(a)/15d-14(a) Certification.
 
 
 
Exhibit 32
 
Section 1350 Certifications.



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SAFEWAY INC. AND SUBSIDIARIES
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SAFEWAY INC.
 
 
 
 
 
 
 
 
 
 
 
By
 
/s/ Steven A. Burd
 
Date:
 
April 18, 2012
 
 
 
 
Steven A. Burd
 
 
 
 
 
 
 
 
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
 
 



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SAFEWAY INC. AND SUBSIDIARIES
Exhibit Index
LIST OF EXHIBITS FILED WITH FORM 10-K/A (Amendment No. 1)
FOR THE YEAR ENDED DECEMBER 31, 2011
Exhibit 31.1
 
Rule 13(a)-14(a)/15d-14(a) Certification.
 
 
 
Exhibit 31.2
 
Rule 13(a)-14(a)/15d-14(a) Certification.
 
 
 
Exhibit 32
 
Section 1350 Certifications.



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