EFTA01382410

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (in millions and unaudited) Cash flows from operating activities: 16 weeks ended June 20, 2015 June 12, 2014 Net loss $ (153.3) $ (116.9) Adjustments to reconcile net loss to net cash provided by operating activities: Net gain on property dispositions, asset impairment and lease exit costs (5.9) (12.3) Depreciation and amortization 478.0 207.9 LIFO expense 6.2 7.2 Deferred income tax (54.3) (17.3) Pension and post-retirement benefits expense 6.8 2.3 Contributions to pension and post-retirement benefit plans (1.8) (3.2) (Gain) loss on interest rate swaps and commodity hedges, net (0.8) 22.8 Amortization and write-off of deferred financing costs 14.9 27.4 Non-cash equity-based compensation expense 55.5 2.1 Other 14.2 10.6 Changes in operating assets and liabilities, net of effects of acquisition of businesses: Receivables, net 27.1 20.1 Inventories, net (30.2) (40.6) Accounts payable, accrued salaries and wages and other accrued liabilities (269.8) 122.5 Self-insurance liabilities (13.2) (57.9) Other operating assets and liabilities 122.7 (28.3) Net cash provided by operating activities 196.1 146.4 Cash flows from investing activities: Business acquisition(1) (387.2) Purchases of property and equipment (214.7) (97.1) Proceeds from sale of divestitures 453.6 Proceeds from sale of assets 11.9 5.7 Changes in restricted cash 254.4 10.5 Other 26.6 (1.1) Net cash provided by (used in) investing activities 144.6 (82.0) Cash flows from financing activities: Proceeds from issuance of long-term debt 130.0 Payments on long-term borrowings (441.8) (230.9) Payments of obligations under capital leases (29.7) (6.8) Payments for debt financing costs (4.7) (3.6) Other (1.0) Net cash used in financing activities (477.2) (111.3) Net decrease in cash and cash equivalents (136.5) (46.9) Cash and cash equivalents at beginning of period 1,125.8 307.0 Cash and cash equivalents at end of period $ 989.3 $ 260.1 (1) See Appraisal of Safeway Inc. in Note 9 - Commitments and contingencies and off balance sheet arrangements. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. F-7 hitt) nwwsccguc Archo.c. edgar data 1646972 000119312515335826 d900395dsla.htm110 14 2015 9.03.02 AR CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081755 SDNY_GM_00227939 EFTA01382410