EFTA01382470

Amendment No. 3 to Form S-1 Tabk of Contents SAFEWAY INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In millions) Operating Activities: 53 Weeks 2014 52 Weeks 2013 52 Weeks 2012 Net income before allocation to noncontrolling interest $ 112.5 $ 3,522.2 $ 598.1 Income from discontinued operations, net of tax (9.3) (3,305.1) (348.9) Income from continuing operations, net of tax 103.2 217.1 249.2 Reconciliation to net cash flow from operating activities: Depreciation expense 921.5 922.2 952.8 Loss on foreign currency 131.2 57.4 — Property impairment charges 56.1 35.6 33.6 Share-based employee compensation 24.7 50.4 48.4 LIFO (income) expense (5.0) (14.3) 0.7 Equity in earnings of unconsolidated affiliate (16.2) (17.6) (17.5) Net pension and post-retirement benefits expense 76.2 114.8 129.0 Contributions to pension and post-retirement benefit plans (13.3) (56.3) (110.3) Gain on sale of PDC (22.0) — — Gain on property dispositions and lease exit costs, net (38.8) (51.2) (48.3) Loss on extinguishment of debt 84.4 10.1 — Increase in accrued claims and other liabilities 26.2 9.2 60.5 Deferred income taxes 89.6 (276.6) (36.1) Other 20.8 36.9 20.2 Changes in working capital items: Receivables 16.6 (32.0) 20.3 Inventories at FIFO cost (128.1) (76.5) (107.4) Prepaid expenses and other current assets 63.4 (49.5) (20.5) Income taxes (90.6) 71.0 (54.3) Payables and accruals 87.9 120.7 106.2 Net cash flow from operating activities—continuing operations 1,387.7 1,071.4 1,226.5 Net cash flow (used by) from operating activities—discontinued operations (2,008.9) 230.1 343.2 Net cash flow (used by) from operating activities (621.2) 1,301.5 1,569.7 Investing Activities: Cash paid for property additions (711.2) (738.2) (800.1) Proceeds from sale of PDC 637.2 Proceeds from sale of property 99.2 220.3 263.0 Proceeds from company-owned life insurance policies — 68.7 — Restricted cash proceeds from the sale of PDC (61.9) — — Increase in restricted cash (40.0) — — Release of restricted cash for payment of mortgage 40.0 — — Advances to Blackhawk (27.7) — — Other (51.2) 6.5 (56.1) Net cash flow used by investing activities—continuing operations (115.6) (442.7) (593.2) Net cash flow from investing activities—discontinued operations 226.1 5,352.3 21.2 Net cash flow from (used by) investing activities 110.5 4,909.6 (572.0) F-93 (Continued) V.WV..iet: go% Archo. 'Agar data 1646972 000119312515335826A900395dslahtm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081843 SDNY_GM_00228027 EFTA01382470