EFTA01382250.pdf

Amendment No. 3 to Form S-1 Tabk of Contents Audited balance sheets of NAI as of February 21, 2013 and February 23, 2012 and combined statements of operations and comprehensive income (loss), parent company deficit and cash flows of NAI for the 52 weeks ended February 21, 2013, February 23, 2012 and February 24, 2011; and Audited balance sheets of United as of December 28, 2013 and January 26, 2013 and statements of comprehensive income, members' equity and cash flows of United for the 48 weeks ended December 28, 2013 and the year ended January 26, 2013. We use a 52 or 53 week fiscal year ending on the last Saturday in February each year. Prior to fiscal year 2014, we used a 52 or 53 week fiscal year ending on the closest Thursday before the last Saturday in February each year. For ease of reference, unless the context otherwise indicates, we identify our fiscal years in this prospectus by reference to the calendar year of the first day of such fiscal year. For example. "fiscal 2014" refers to our fiscal year ended February 28. 2015 and "fiscal 2015" refers to our fiscal year ending February 27, 2016. Our first quarter consists of 16 weeks, and our second, third and fourth quarters generally consist of 12 weeks. For the fiscal year ended February 28, 2015, the fourth quarter included 13 weeks, and the fiscal year included 53 weeks. The fiscal years ended February 20. 2014, February 21. 2013, February 23, 2012 and February 24, 2011 included 52 weeks. Safeway's last three fiscal years prior to the Safeway acquisition consisted of the 53-week period ended January 3, 2015, the 52-week period ended December 28, 2013 and the 52-week period ended December 29, 2012. IDENTICAL STORE SALES As used in this prospectus, the term "identical store sales" is defined as stores operating during the same period in both the current year and the prior year, comparing sales on a daily basis. Fuel sales are excluded from identical store sales, and internet sales are included in identical store sales of the store from which the products are sourced. Fiscal 2014 is compared with the 53-week period ending February 27, 2014. Acquired stores become identical on the one-year anniversary date of their acquisition. Stores that are open during remodeling are included in identical store sales. The stores divested in order to secure Federal Trade Commission ("FTC") clearance of the Safeway acquisition are excluded from the identical store sales calculation beginning on December 19, 2014, the announcement date of the divestitures. Also included in this prospectus, where noted, are supplemental identical store sales measures for acquired stores calculated irrespective of their acquisition dates. PRO FORMA INFORMATION This prospectus contains unaudited pro forma financial information prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of continuing operations for fiscal 2014 gives pro forma effect to: Our January 2015 acquisition of Safeway and the related financing, including the effects of FTC-mandated divestitures and the sale of Property Development Centers. LLC ("PDC") (collectively, the 'Safeway Transactions"); The IPO-Related Transactions; and The issuance of 65,306,122 shares of common stock in this offering and the application of the estimated net proceeds from the sale of such shares to repay certain existing debt and to pay fees and expenses related to this offering, as described in "Use of Proceeds," in each case as if such transactions had been consummated on February 21, 2014, the first day of fiscal 2014. The unaudited pro forma condensed consolidated statement of operations for the first iii Mtn. um V.. sec.go‘ Archi% es editor data' 1646972 000119312515335826'd900395ds Itt.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081536 CONFIDENTIAL SDNY_GM_00227720 EFTA01382250