EFTA01382418.pdf

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 employees under the Shaw's banner. The Company also sponsors a defined benefit pension plan (the "Safeway Plan") for substantially all of its employees under the Safeway banners not participating in multiemployer pension plans. The Company also sponsors a frozen plan covering certain employees under the United banner and a Retirement Restoration Plan that provides death benefits and supplemental income payments for certain senior executives after retirement. The Retirement Restoration Plan is unfunded. The Safeway Plan and the Retirement Restoration Plan were acquired as part of the Safeway acquisition in fiscal 2014. The Company also contributes to various multi-employer pension plans based on obligations arising from most of its collective bargaining agreements. These plans provide retirement benefits to participants based on their service to contributing employers. The Company recognizes expense in connection with these plans as contributions are funded. Other Post-Retirement Benefits In addition to the Company's pension plans, the Company acquired plans as part of the Safeway acquisition that provide post- retirement medical and life insurance benefits to certain employees. Retirees share a portion of the cost of the post-retirement medical plans. The Company pays all the cost of the life insurance plans. The plans are unfunded. The following table provides the components of net pension and post-retirement expense (in millions): Other post- retirement Pension benefits 16 weeks ended 16 weeks ended 16 weeks ended June 20, 2015 June 12, 2014 June 20, 2015 Estimated return on plan assets $ (43.0) $ (5.1) $ — Service cost 18.5 2.8 Interest cost 31.1 4.6 0.2 Net expense 6.6 2.3 0.2 The Company contributed $1.8 million to its defined benefit pension plans and post-retirement benefit plans during the 16 weeks ended June 20, 2015. For the 16 weeks ended June 12, 2014, the Company contributed $3.2 million to its defined benefit pension plan. For the remainder of fiscal 2015, the Company currently anticipates contributing an additional $6.1 million to these plans. Defined Contribution Plans and Supplemental Retirement Plans Total contributions for these plans were $11.2 million and $12.2 million for the 16 weeks ended June 20, 2015 and June 12, 2014, respectively. F-17 (Continued) hill). %kW wsce.go% A R: hi% es edgar data' 1646972 000119312515335826A900395dsla.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081765 CONFIDENTIAL SDNY_GM_00227949 EFTA01382418