EFTA01382506

Amendment No. 3 to Form S-1 Tahk of Contents SAFEWAY INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 2013 Pension and Post- Retirement Benefit Plan Items Foreign Currency Items Other Total Comprehensive (Loss) Income Including Noncontrolling Interests Beginning balance $ (472.3) $ 399.0 $(0.5) $ (73.8) Other comprehensive income (loss) before reclassifications 266.6 (65.0) (1.7) 199.9 Amounts reclassified from accumulated other comprehensive income 105.0 - 105.0 Tax benefit (expense) (125.8) - 0.6 (125.2) Net current-period other comprehensive income (loss) 245.8 (65.0) (1.1) 179.7 Sale of CSL 95.8 (472.8) (377.0) Ending balance $ (130.7) $ (138.8) $(1.6) $ (271.1) 2012 Pension and Post- Retirement Benefit Plan Items Foreign Currency Items Other Total Comprehensive (Loss) Income Including NoncontrollIng Interests Beginning balance $ (462.1) $ 402.1 $(1.5) $ (61.5) Other comprehensive (loss) income before reclassifications (125.2) (3.1) 1.5 (126.8) Amounts reclassified from accumulated other comprehensive income 110.0 — — 110.0 Tax benefit (expense) 5.0 - (0.5) 4.5 Net current-period other comprehensive (loss) income (10.2) (3.1) 1.0 (12.3) Ending balance $ (472.3) $ 399.0 $(0.5) (73.8) Note V: Subsequent Event Merger Closing Pursuant to the Merger Agreement, on January 30, 2015, Merger Sub merged with and into Safeway with Safeway surviving the Merger as a wholly owned subsidiary of Albertsons Holdings. Further, each share of common stock of Safeway issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted automatically into the right to receive the following (together, the "Per Share Merger Consideration"): i. $34.92 in cash (the "Per Share Cash Merger Consideration") which consists of $32.50 in initial cash consideration, $2.412 in consideration relating to the sale of PDC and $0.008 in cash consideration relating to a dividend that Safeway received in December 2014 on its 49% interest in Casa Ley. i. one contingent value right ("CVR") relating to Safeway's interest in Casa Ley, and iii. one contingent value right relating to any deferred consideration relating to the sale of the PDC assets. F-142 (Continued) Mtn. WMV. See .11O% Archk edgar data' 1646972 000119312515335826'd900395ds Itt.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081892 SDNY_GM_00228076 EFTA01382506