UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 24, 2003
SAFEWAY INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-00041 94-3019135
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
5918 Stoneridge Mall Road, Pleasanton, California 94588-3229
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(Address of principal executive offices) (Zip Code)
(925) 467-3000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is furnished pursuant to Item 12 of Form 8-K:
99. Press Release dated July 24, 2003.
Item 9. Regulation FD Disclosure (Information provided under Item 12 - Results
of Operations and Financial Condition).
Pursuant to Securities and Exchange Commission Release No. 33-8216 dated
March 27, 2003, the following information is being furnished under Item 12 of
Form 8-K. The information in this Form 8-K, including the exhibit, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and is not incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
On July 24, 2003, Safeway issued its second quarter 2003 earnings press
release. A copy of the press release is attached hereto as Exhibit 99.
In the press release, the Company uses the following non-GAAP financial
measures: adjusted EBITDA from continuing operations (defined as EBITDA from
continuing operations before cumulative effect of accounting change), adjusted
EBITDA from continuing operations as a percentage of sales, interest coverage
ratio and free cash flow (cash flow from operating activities less cash flow
used by investing activities).
Management of the Company believes that adjusted EBITDA from continuing
operations and interest coverage ratio are important measures of operating
performance because they assist investors in evaluating the Company's ability to
service its debt. Adjusted EBITDA from continuing operations, adjusted EBITDA
from continuing operations as a percentage of sales and interest coverage ratio
also facilitate comparisons of the Company's results of operations with those of
companies having different capital structures. A reconciliation of adjusted
EBITDA from continuing operations to the most directly comparable GAAP financial
measure is provided in the press release.
Management believes that free cash flow is a useful indicator of the
Company's ability to repay debt and fund share repurchases that management
believes will enhance stockholder value. A portion of the free cash flow the
Company generates in 2003 is expected to be spent on mandatory debt service
requirements or other non-discretionary expenditures. The most directly
comparable GAAP financial measure is not accessible on a forward-looking basis
and, as a result, the Company is unable to provide a reconciliation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAFEWAY INC.
(Registrant)
Date: July 24, 2003 By: /s/ Robert A. Gordon
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Name: Robert A. Gordon
Title: Senior Vice President
& General Counsel
EXHIBIT INDEX
Exhibit
No.
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99. Press Release dated July 24, 2003 of Safeway Inc.