EFTA01382435.pdf

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table summarizes the final allocation of the fair value of the assets acquired and liabilities assumed (in millions): December 29, 2013 Cash and cash equivalents 19.6 Receivables 28.6 Inventories 117.8 Other current assets 3.5 Property and equipment 241.8 Intangible assets 74.2 Other assets 4.5 Total assets acquired 490.0 Current liabilities 118.9 Long-term capital lease obligations 5.9 Other long-term liabilities 71.0 Total liabilities assumed 195.8 Total identifiable net assets 294.2 Goodwill 67.9 Total purchase consideration $ 362.1 The identifiable intangible assets acquired consisted of the following as of the acquisition date (in millions): Trade names $32.9 Beneficial lease rights 13.5 Customer prescription files 27.8 Total identifiable intangible assets $74.2 The goodwill recorded as part of the acquisition was attributable to the United workforce and the operational synergies expected from the acquisition, and is not tax deductible. Acquisition-related costs for the United acquisition of $10.3 million in fiscal 2013 were expensed as incurred as a component of Selling and administrative expenses. Vons REIT, Inc. acquisition On October 10, 2013, the Company purchased all of the stock of Vons REIT, Inc. ("Vons") for $30.0 million in cash. Vons owned and operated four Dominick's-bannered stores in the Chicago metropolitan area at the time of the acquisition. The Vons acquisition was accounted for under the acquisition method of accounting. The identifiable tangible and intangible assets acquired and liabilities assumed were at fair value based on management's estimates and assumptions using a combination of market, income and cost valuation approaches. No goodwill was recorded as a result of the Vons acquisition. F-44 (Continued) hill). UN% W. sce.go% Archk edgar data' 1646972 000119312515335826'd900395ds Itt.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081793 CONFIDENTIAL SDNY_GM_00227977 EFTA01382435