EFTA01382321

Amendment No. 3 to Form S-1 Table of Contents Net Cash Provided By (Used In) Investing Activities Net cash provided by investing activities was $144.6 million for the first quarter of fiscal 2015 compared to net cash used in investing activities of $82.0 million for the first quarter of fiscal 2014. For the first quarter of fiscal 2015, proceeds from the sale of assets and divestitures of $465.5 million and a decrease in restricted cash of $254.4 million were offset by $387.2 million related to the merger consideration paid related to the Safeway acquisition appraisal settlement and $214.7 million to acquire property and equipment. For the first quarter of fiscal 2014, purchases of property and equipment of $97.1 million were partly offset by proceeds from the sale of assets and changes in restricted cash. Net cash flow used in investing activities was $5,945.0 million in fiscal 2014, consisting primarily of cash paid for the Safeway acquisition, net of cash acquired, of $5573.4 million and cash paid for property additions of $328.2 million. Net cash flow used in investing activities was $781.5 million in fiscal 2013, consisting primarily of cash paid for the acquisition of NAI and United, net of cash acquired, of $463.9 million, cash paid for property additions of $128.2 million and changes in restricted cash of $246.0 million related to collateralized surety bonds and letters of credit obtained during fiscal 2013. Net cash flow provided by investing activities was $20.8 million in fiscal 2012, primarily consisting of proceeds of the sale of assets of $45.2 million, partially offset by cash paid for property additions of $28.7 million. In fiscal 2015, the company expects to spend approximately $1,150.0 million in capital expenditures, including $300.0 million of expected one-time Safeway-related integration-related capital expenditures, as follows (in millions): Projected Fiscal 2016 Capital Expenditures IT $ 300.0 Supply chain 200.0 Maintenance 240.0 New stores and remodels 180.0 Real estate and expansion capital 200.0 Other 30.0 Total $1,150.0 Net Cash Used In Financing Activities Net cash used in financing activities, consisting primarily of net payments on debt from the proceeds of asset sales, was $477.2 million for the first quarter of fiscal 2015. Net cash used in financing activities was $111.3 million for the first quarter of fiscal 2014. Net cash flow provided by financing activities was $6,928.9 million in fiscal 2014 and $1,002.0 million in fiscal 2013. Cash used in financing activities was $77.6 million in fiscal 2012. Net cash provided by financing activities increased in fiscal 2014 compared to fiscal 2013, primarily as a result of proceeds from the issuance of long-term debt and equity contributions used to finance the Safeway acquisition. Net cash provided by financing activities increased in fiscal 2013 compared to fiscal 2012, primarily as a result of proceeds from the issuance of long-term debt and equity contributions used to finance the NAI and United acquisitions. Proceeds from the issuance of long-term debt were $8.097.0 million in fiscal 2014, $2.485.0 million in fiscal 2013 and $55.0 million in fiscal 2012. In fiscal 2014, cash payments on long-term borrowings were $2,123.6 million, including $864.6 million of assumed debt that was immediately paid 91 hill). %kW V.. sce.go% ARAM. es edgar data' 1646972 000119312515335826'd900395ds la.html10 14'2015 9:03:02 AR CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081630 SDNY_GM_00227814 EFTA01382321