Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) have been aggregated into one reportable segment. Each reporting unit constitutes a business for which discrete financial information is

nt Registered Public Accounting Firm F-2 Balance Sheet as of June 23. 2015 F-3 Notes to the Balance Sheet F-4 AB Acquisition Unaudited Interim Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets F-5 Condensed Consolidated Statements of Operations and Comprehensive Loss F-6 Condensed Consolidated Stat

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory." Topic 330, Inventory, cur

l 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.

group diluted earnings per unit $ (0.52) $ (0.91) Residual group diluted earnings per unit The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. $ F-6 Mtn. WMV. See 11O% Arc1th edgar data' 1646972 000119312515335826'd900395ds Itt.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED.

members' equity 2,064.0 2,168.5 TOTAL LIABILITIES AND MEMBERS' EQUITY $24,469.4 $ 25,761.8 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. F-5 hill) %kW V..sce.go% Aral% es 'Agar data 1646972 000119312515335826 d900395dsla.htm110/14/2015 9:03:02 A841 CONFIDENTIAL - PURSUANT TO FED. R

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) NOTE 3—FAIR VALUE MEASUREMENTS The accounting guidance for fair value established a framework for measuring fair value and established

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) The following weighted-average assumptions were used to value the Company's equity-based awards granted March 5, 2015: June 20, 2015 D

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Albertson's ABL: Borrowings outstanding under the Albertson's ABL as of June 20, 2015 consisted of loans of $541.0 million and letters

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) NOTE 9—COMMITMENTS, CONTINGENCIES AND OFF BALANCE SHEET ARRANGEMENTS Guarantees California Department of Industrial Relations: On Octo

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) and misleading inventory data and pricing information on products transferred to Haggen, deliberately understocked and overstocked inve

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Chester County (Pa.), in a case entitled Newman Development Group of Pottstown, LLC v. Genuardis Family Markets, Inc. and Safeway Inc.

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) NOTE 7—EMPLOYEE BENEFIT PLANS Pension Plans The Company sponsors a defined benefit pension plan (the "Shaw's Plan") covering union emp

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) With respect to the remainder of the leases the Company assigned to third parties, because of the wide dispersion among third parties a

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) NOTE 8—RELATED PARTIES Symphony Investors LLC Tender Offer On March 21, 2013. associated with the NAI acquisition, Symphony Investors

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) The following table presents assets and liabilities which were measured at fair value on a recurring basis as of February 28, 2015 (in