Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-155994
FINAL TERM SHEET
Dated: December 17, 2008
| Issuer: | Safeway Inc. | |
| Size: | $500,000,000 | |
| Maturity: | March 15, 2014 | |
| Coupon (Interest Rate): | 6.25% | |
| Underwriting Discount: | 0.60% | |
| Yield to Maturity: | 6.358% | |
| Spread to Benchmark Treasury: | +512.5 basis points | |
| Benchmark Treasury: | 2.00% due November 30, 2013 | |
| Benchmark Treasury Yield: | 1.233% | |
| Interest Payment Dates: | March 15 and September 15, commencing March 15, 2009 | |
| Price to Public: | 99.538% | |
| Redemption Provisions: | In addition to the change of control triggering event as described in the Preliminary Prospectus Supplement dated December 17, 2008, redeemable as described below. | |
| Make-whole call: | At any time at the greater of 100% of the principal amount of the notes being redeemed or discounted present value at Treasury Rate plus 50 basis points | |
| Settlement Date: | December 22, 2008 (T+3) | |
| CUSIP: | 786514BQ1 | |
| Anticipated Ratings: | Baa2 by Moody’s Investors Service, Inc., BBB by Standard & Poor’s Ratings Services and BBB by Fitch Ratings | |
| Joint Book-Running Managers: | Goldman, Sachs & Co. J.P. Morgan Securities Inc. Morgan Stanley & Co. Incorporated | |
| Co-Managers: | Banc of America Securities LLC Deutsche Bank Securities Inc. Barclays Capital Inc. BNP Paribas Securities Corp. Credit Suisse Securities (USA) LLC Greenwich Capital Markets, Inc. UBS Securities LLC | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. at 1-866-471-2526, J.P. Morgan Securities Inc. at 1-212-834-4533, or Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649.
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