EFTA01382500

Amendment No. 3 to Form S-1 Table of Contents (5) SAFEWAY INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Contributions of Safeway Expiration Most significant collective (In millions) Surcharge date of collective bargaining Total collective bargaining bargaining agreement(s) V. head- Pension fund 2014 2013 2012 Imposed(1) agreements agreements Count Expiration count(2) Safeway Multiple Employer Retirement Plan(5) $ 1.8 $ 1.9 $ 2.4 NA NA NA NA NA NA Retail Food Employers and UFCW Local 711 Pension Trust Fund 5/19/2013 to $ 1.7 $ 1.6 $ 1.5 No 3/1/2015 3 2 3/1/2015 98% Central Pension Fund of the International Union of Operating Engineers and Participating 6/4/2016 to Employers $ 1.5 $ 1.5 $ 1.5 No 6/15/2019 6 2 4/15/2018 45% Alaska Teamster-Employer Pension Plan 3/10/2018 to $ 1.0 S 1.0 $ 1.0 No 10/612018 3 2 3/10/2018 85% Other funds $ 8.0 $ 2.4 $ 3.2 Total Safeway contributions to U.S. multiemployer pension plans $ 277.1 $ 259.2 $ 248.7 NA = not applicable. PPA surcharges are 5% or 10% of eligible contributions and may not apply to all collective bargaining agreements or total contributions made to each plan. Employees on which Safeway may contribute under these most significant collective bargaining agreements as a percent of all employees on which Safeway may contribute to the respective fund. Sound Retirement Trust information includes former Washington Meat Industry Pension Trust due to merger into Sound Retirement Trust effective June 30, 2014. The Mid-Atlantic UFCW & Participating Employers Pension Fund is a multiemployer plan effective January 1, 2013 which provides future service benefits to participants who would have otherwise earned future service under the Food Employers Labor Relations Association and United Food and Commercial Workers Pension Fund. The plan is not expected to be subject to zone status certification or notice or establishment of a funding improvement plan or a rehabilitation plan as per section 432(a) of the Internal Revenue Code since those provisions are required for multiemployer plans in effect on July 16, 2006. The Safeway Multiple Employer Retirement Plan ("SMERP") is a multiple employer plan as defined in the Internal Revenue Code. However, the SMERP is characterized as a multiemployer plan by the FASB, even though it is not maintained pursuant to any collective bargaining agreements to which Safeway is party. The plan may be subject to statutory annual minimum contributions based on complex actuarial calculations. Additionally, it has no PPA zone status and is not subject to establishment of a funding improvement plan or a rehabilitation plan or other PPA provisions that apply to multiemployer plans. F-135 (Continued) M.mx go% Archo.e.: edgar data 1646972 000119312515335826'd900395dslahtm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081885 SDNY_GM_00228069 EFTA01382500