EFTA01382319

Amendment No. 3 to Form S-1 jabk of Contents Following is a reconciliation of GAAP Net (loss) income to Adjusted EBITDA (in millions) for each of fiscal 2014, fiscal 2013 and fiscal 2012: Fiscal 201441) fiscal 2013(2) Fiscal 2012 Net (loss) income $ (1.225.2) $ 1,732.6 $ 79.0 Depreciation and amortization 718.1 676.4 16.9 Interest expense, net—continued operations 633.2 390.1 7.2 Income tax (benefit) expense (153.4) (572.6) 1.7 Interest expense—discontinued operations 3.9 0.8 EBITDA $ (27.3) $ 2,230.4 $ 105.6 Bargain purchase gain — (2,005.7) — Loss on interest rate and commodity swaps, net 98.2 Store transition and related costs(3) — 166.5 — Acquisition and integration costs(4) 352.0 173.5 7.1 Termination of long-term incentive plans 78.0 — — Non-cash equity-based compensation expense 344.1 6.2 — Net loss (gain) on property dispositions, asset impairments and lease exit costs 227.7 (2.4) (45.6) LIFO expense 43.1 11.6 2.1 Non-cash pension and postretirement expense(5) (3.0) (7.6) Other(6) (14.1) 13.4 (4.2) Adjusted EBITDA $ 1,098.7 $ 585.9 $ 65.0 (1) Includes results from four weeks for the stores purchased in the acquisition of Safeway on January 30, 2015. (2) Includes results from 48 weeks for the stores purchased in the acquisition of NAI on March 21, 2013 and eight weeks for the stores purchased in the acquisition of United on December 29, 2013. (3) Includes costs related to the transition of stores acquired in the NAI acquisition by improving store conditions and enhancing product offerings. (4) Includes costs related to the Safeway acquisition (including the charge associated with the settlement of appraisal rights litigation) and the NAI and United acquisitions. (5) Excludes the company's one-time cash contribution of $260.0 million to the Safeway ERP under a settlement with the PBGC in connection with the closing of the Safeway acquisition. (6) Primarily includes non-cash lease adjustments related to deferred rents and deferred gains on leases, expenses related to closed stores and discontinued operations. 89 hill). wwa.sccgo% Archil. es edgar data' 1646972 000119312515335826'd900395ds la.htnif 10 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081628 SDNY_GM_00227812 EFTA01382319