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February 13, 2023
Vivek Sankaran
Chief Executive Officer
Albertsons Companies, Inc.
250 Parkcenter Blvd.
Boise, Idaho 83706
Re:Albertsons Companies, Inc.
Amendment No. 1 to Preliminary Information Statement on Schedule 14C
Filed January 24, 2023
File No. 001-39350
Dear Vivek Sankaran:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Information Statement on Schedule 14C Filed January 24,
2023
Questions and Answers About the Merger
Q: What is the status of the regulatory review of the Merger?, page 3
1.We note your amended disclosure in response to comment 1.  Please name the several
states that are also reviewing the merger and the current status of such reviews.
The Merger
Background to the Merger, page 20
2.We note your response to comment 9.  Please revise to include your response to comment
9 in your disclosure.  Additionally, please summarize the questions raised by Party A and
Mr. Sankaran's responses to such questions.

 FirstName LastNameVivek Sankaran
 Comapany NameAlbertsons Companies, Inc.
 February 13, 2023 Page 2
 FirstName LastName
Vivek Sankaran
Albertsons Companies, Inc.
February 13, 2023
Page 2
3.We note your amended disclosure in response to comment 10.  Please revise to summarize
the content of the material discussions and negotiations that occurred at the meetings that
took place between May 5 and June 5, 2022, instead of referring to the subject matter
topics that were discussed.
4.We note your amended disclosure in response to comment 11.  Please revise to summarize
the publicly available information and the topics of confidential information provided to
Kroger.  Also, summarize the advice of Kroger's financial and legal advisors and to the
extent applicable, include the information required by Item 1015(b) of Regulation M-A.
Additionally, please also describe in further detail the substance of the material
discussions and negotiations that occurred for each subsequent meeting, with a focus on
the discussions and negotiations surrounding anti-trust concerns and the divestment of
stores, including the potential alternatives for the divestment of stores, which stores may
be divested, and the structure and timing of SpinCo.
5.We note your amended disclosure in response to comment 17.  Please revise to
disclose how you negotiated and ultimately agreed to the high-end number of stores to be
allocated to SpinCo and separately, the divestiture cap, and explain any discussions or
negotiations in making such determinations.
Projected Financial Information of the Company, page 52
6.We note your amended disclosure in response to comment 16.  Please provide additional
detail on the specific factors listed here and include the associated assumptions and
estimates made by management.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alexander J. May