EFTA01382510.pdf

Amendment No. 3 to Form S-1 Table of Contents INDEPENDENT AUDITORS' REPORT The Board of Directors New Albertson's, Inc.: We have audited the accompanying combined financial statements of the New Albertson's Business of SUPERVALU INC. and subsidiaries, which comprise the combined balance sheets as of February 21, 2013 and February 23, 2012, and the related combined statements of operations and comprehensive income (loss), parent company deficit, and cash flows for each of the fiscal years in the three-year period ended February 21, 2013, and the related notes to the combined financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the New Albertson's Business of SUPERVALU INC. and subsidiaries as of February 21, 2013 and February 23, 2012, and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended February 21, 2013 in accordance with U.S. generally accepted accounting principles. /s/ KPMG LLP Boise, Idaho February 7, 2014 F-147 hill). %kW V.. sce.go% A R: hi% es 'Agar data' 1646972 000119312515335826s1900395dsla.html10 14'2015 9:03:02 Ab41 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081897 CONFIDENTIAL SDNY_GM_00228081 EFTA01382510