|Exchange:||New York Stock Exchange|
|Safeway Inc. was incorporated in the state of Delaware in July 1986 as SSI Holdings Corporation and, thereafter, its name was changed to Safeway Stores, Incorporated. In February 1990, the Company changed its name to Safeway Inc. The Company is a food and drug retailer in North America, with 1,641 stores at year-end 2012. The Company’s U.S. retail operations are located mainly in California, Hawaii, Oregon, Washington, Alaska, Colorado, Arizona, Texas, the Chicago metropolitan area and the Mid-Atlantic region. The Company’s Canadian retail operations are located mainly in British Columbia, Alberta and Manitoba/Saskatchewan. The Company is organized into 11 geographic retail operating segments: Chicago, Denver, Eastern, Northern California, Phoenix, Northwest, Texas, Vons, Alberta, Vancouver and Winnipeg. Across all 11 retail operating segments, the Company operates one store format, Safeway's Lifestyle store, where each store offers the same general mix of products with similar pricing to similar categories of customers. Safeway's stores provide grocery items tailored to local preferences. Its stores offer a selection of food and general merchandise and feature a variety of specialty departments such as bakery, delicatessen, floral and pharmacy. In addition, many stores offer Starbucks coffee shops and adjacent fuel centers. The Company has 17 distribution/warehousing centers, which collectively provide the majority of all products to its 11 retail operating areas. The Company's distribution centers in Maryland and British Columbia are operated by third parties. In support of its retail operations, the Company has an extensive network of distribution, manufacturing and food-processing facilities. Safeway owns more than 300 other trademarks registered and/or pending in the United States Patent and Trademark Office and other jurisdictions, including trademarks for its product lines such as Safeway, Safeway SELECT, Rancher's Reserve, O ORGANICS, Lucerne, Primo Taglio, Eating Right, Eating Right Kids, mom to mom, waterfront BISTRO, Bright Green, Basic Red and Priority and other trademarks such as Pak'N Save Foods, Vons, Pavilions, Dominick's, Randall's, Tom Thumb, Genuard's and Carrs Quality Centers. Various agricultural commodities constitute the main raw materials used by the Company in the manufacture of its food products. The Company owns and operates GroceryWorks.com Operating Company, LLC, an online grocery channel doing business under the names Safeway.com, Vons.com and Genuardis.com. Blackhawk, a subsidiary of Safeway, provides third-party gift cards, prepaid cards, telecom cards and sports and entertainment cards to a group of top North American retailers for sale to retail customers. The competitive factors that affect the Company's business are location, quality, price, condition of assets, marketing and promotional strategies, service and consumer loyalty to other brands and stores. It faces intense competition from traditional grocery retailers, non-traditional competitors such as supercenters and club stores, as well as from specialty supermarkets, drug stores, dollar stores, convenience stores and restaurants. The Company's compliance with the federal, state, local and foreign laws and regulations have been adopted regulating the discharge of materials into the environment or otherwise related to the protection of the environment.|
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