Amendment No. 3 to Form S-1 Tahk of Contents SAFEWAY INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table presents certain balance sheet information about the Company (in millions): 2014 Long-lived Assets, Net Total Assets Safeway U.S. $ 6,776.5 $ 13,371.4 Dominick's assets held for sale 5.6 Total $ 6,776.6 $ 13,377.0 2013 Safeway U.S. $ 7,457.8 $ 15,129.9 Blackhawk 79.7 1,952.9 Dominick's assets held for sale 136.7 Total $ 7,537.5 $ 17,219.5 2012 Safeway U.S. $ 7,991.1 $ 11,007.6 Blackhawk 67.0 1,528.1 Canada 1,166.5 2,121.3 Total $ 9,224.6 $ 14,657.0 Note S: Income Per Share The Company computes earnings per share under the two-class method, which is a method of computing earnings per share when an entity has both common stock and participating securities. Unvested restricted stock is considered a participating security because it contains rights to receive nonforfeitable dividends at the same rate as common stock. Under the two-class method, the calculation of basic and diluted earnings per common share excludes the income attributable to participating securities. Additionally, the weighted average shares outstanding exclude the impact of participating securities. The following table provides reconciliations of net earnings and shares used in calculating income per basic common share to those used in calculating income per diluted common share. (In millions, except per-share amounts) 2014 2013 2012 Diluted Basle Diluted Basle Diluted Basle Income from continuing operations, net of tax $103.2 $103.2 $ 217.1 $ 217.1 $249.2 $249.2 Distributed and undistributed earnings allocated to participating securities (2.8) (2.8) (2.1) (2.1) (2.3) (2.3) Income from continuing operations available to common stockholders 100.4 100.4 215.0 215.0 246.9 246.9 Income from discontinued operations, net of tax 9.3 9.3 3,305.1 3,305.1 348.9 348.9 Noncontrolling intere