EFTA01382544

Amendment No. 3 to Form S-1 Table of Contents UNITED SUPERMARKETS, L.L.C. Statements of Cash Flows (In thousands) Cash flows from operating activities: Eleven-Month Period Ended December 28, 2013 Year Ended January 26, 2013 Net income (loss) (552) $ 17.965 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 26,365 27,480 Gain on disposal of property and equipment (464) (296) Deferred income taxes (588) (246) Changes in assets and liabilities: Accounts receivable (10,487) (2,329) Inventories (1,981) 126 Prepaid expenses and other current assets (487) 67 Other assets (909) (1,320) Accounts payable (8,271) 8,162 Accrued payroll and team member benefits 10,504 1,654 Accrued expenses and other liabilities 8,082 (80) Income taxes payable (6,540) 2,822 Deferred rent payable (17) (40) Other long-term liabilities 1,478 545 Net cash provided by operating activities 16,133 54,510 Cash flows from investing activities: Purchases and/or construction of property and equipment (51,463) (38,291) Proceeds from sales of property and equipment 859 435 Net cash used in investing activities (50,604) (37,856) Cash flows from financing activities: Cash contributions from members 127,765 Cash distributions to members (589) (51,445) Principal payments on capital lease obligations (2,116) (2,148) Borrowings from notes payable 2,259 52,626 Payments on notes payable (74,696) (1.849) Net payments on revolving line of credit (17,500) (14,200) Net cash provided by (used in) financing activities 35,123 (17,016) Net increase (decrease) in cash 652 (362) Cash, beginning of year 10,595 10,957 Cash, end of year $ 11,247 $ 10,595 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1,235 $ 1,151 Income taxes $ 8,376 $ 7,380 See Notes to Financial Statements. F-190 Mtn. um V.. sec.go% Archi% es editor data' 1646972 000119312515335826'd900395dsla.htm110 14'2015 9:03:02 AR CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081941 SDNY_GM_00228125 EFTA01382544