EFTA01382440

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements The Company's Intangible assets consisted of the following (in millions): Estimated useful lives Years February 28, 2015 February 20, 2014 Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Trade names 40 $1,900.8 $ (24.4) $1,876.4 $ 441.7 $ (10.8) $ 430.9 Beneficial lease rights 12 868.8 (124.7) 744.1 587.8 (89.1) 498.7 Customer prescription files 5 1,395.2 (212.9) 1,182.3 577.2 (103.1) 474.1 Covenants not to compete 5 1.3 (0.7) 0.6 1.0 (0.2) 0.8 Internally developed software 5 375.3 (5.8) 369.5 Total finite-lived intangible assets 4,541.4 (368.5) 4,172,9 1,607.7 (203.2) 1,404.5 Liquor licenses and restricted covenants Indefinite 62.1 62.1 28.3 28.3 Total intangible assets, net $4,603.5 $ (368.5) $4,235.0 $1,636.0 $ (203.2) $1,432.8 In connection with the acquisitions, total Intangible assets acquired of $4.679.3 million were valued at fair value at the respective acquisition dates. Amortization expense for intangible assets with finite useful lives was $201.2 million, $157.1 million and $0.7 million for fiscal 2014, 2013 and 2012, respectively. Estimated future amortization expense associated with the net carrying amount of intangibles with finite lives is as follows (in millions): Fiscal Year 2015 2016 2017 2018 2019 Thereafter Amortization Expected $ 494.7 480.4 473.9 375.3 333.9 2,014.7 Total $ 4,172.9 During fiscal 2014, the Company had intangible asset impairment charges of $39.2 million, the majority of which related to the Albertsons divested stores. There were no intangible asset impairment charges for fiscal 2013 or 2012. The Company had long-term liabilities for unfavorable operating lease intangibles related to above-market leases of $775.4 million and $369.2 million at February 28, 2015 and February 20, 2014, respectively. Amortization of unfavorable operating leases recorded as a reduction of expense was $51.8 million, $40.9 million and $1.3 million for fiscal 2014, 2013 and 2012, respectively. F-49 (Continued) hill/ V.1% V....we go% Arclio.c.: editor data 1646972 000119312515335826'd900395dsla.htm110 14'2015 9:03:02 AR CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081798 SDNY_GM_00227982 EFTA01382440