EFTA Document EFTA01382320

Amendment No. 3 to Form S-1 Table of Contents The following is a reconciliation of Cash Flow from Operating Activities to Free Cash Flow (in millions): First Quarter Ended Fiscal 2014 Fiscal 2013 Fiscal 2012 June 20, 2016 June 12, 2014 Cash flow provided by (used in) operating activities $ 196.1 $ 146.4 $ (165.1) $ 49.5 $ 32.5 Income tax (benefit) expense (29.0) (14.0) (153.4) (572.6) 1.7 Deferred income taxes 54.3 17.3 170.1 657.6 - Interest expense—continued operations 283.8 140.0 633.2 390.1 7.2 Interest expense—discontinued operations - - - 3.9 0.8 Changes in operating assets and liabilities 163.4 (15.8) 39.3 (202.1) 21.1 Amortization and write-off of deferred financing costs (14.9) (27.4) (65.3) (25.1) (1.2) Loss on debt extinguishment - - - (49.1) - Store transition and related costs - - - 166.5 - Acquisition and integration costs 73.3 20.8 352.0 173.5 7.1 Termination of long-term incentive plan - - 78.0 - - Pension contribution in connection with Safeway acquisition - - 260.0 - - Other adjustments 0.8 (13.8) (50.1) (6.3) (4.2) Adjusted EBITDA 727.8 253.5 1,098.7 585.9 65.0 Less: capital expenditures (214.7) (97.1) (328.2) (128.2) (28.7) Free cash flow $ 513.1 $ 156.4 $ 770.5 $ 457.7 $ 36.3 Liquidity and Financial Resources Net Cash Provided By Operating Activities Net cash provided by operating activities was $196.1 million for the first quarter of fiscal 2015 compared to $146.4 million for the first quarter of fiscal 2014. The change in cash flow from operations for the first quarter of fiscal 2015 compared to the first quarter of fiscal 2014 was primarily due to improved net earnings after adjusting for non-cash charges and favorable changes in operating assets and liabilities, partially offset by increases in working capital. Our net cash flow used in operating activities was $165.1 million in fiscal 2014 compared to net cash provided by operating activities of $49.5 million in fiscal 2013 and $32.5 million in fiscal 2012. Net cash flow used in operating activities increased by $214.6 million in fiscal 2014 compared to fiscal 2013. The increase was due to (i) our higher cash contributions to our pension and post-retirement benefits plans in fiscal 2014, primarily as a result of a $260.0 million contribution to the Safeway Inc. ERP under a settlement with the PBGC related to the Safeway acquisition, (ii) an increase in interest payments of $298.4 million due to the increased borrowings for acquisitions and (iii) an increase in payments for acquisition and integration costs related to the Safeway acquisition, offset by cash inflows related to improved operations and the additional Safeway operations. As a result of the $260.0 million cash contribution to the ERP, we do not expect to make additional contributions to the ERP until 2018. Net cash flow provided by operating activities increased $17.0 million in fiscal 2013 compared to fiscal 2012 primarily due to cash inflows related to the expansion of our operations from the NAI and United acquisitions, partially offset by an increase in interest payments of $278.0 million and increases in acquisition and integration costs. 90 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-0081629 SDNY_GM_00227813 EFTA01382320