EFTA01382540.pdf

Amendment No. 3 to Form S-1 Table of Contents WC].Id it': UP = McGladrey INDEPENDENT AUDITOR'S REPORT To the Board of Advisors United Supermarkets, L.L.C. Lubbock. Texas Report on the Financial Statements We have audited the accompanying financial statements of United Supermarkets, L.L.C. which comprise the balance sheets as of December 28, 2013 and January 26, 2013, and the related statements of comprehensive income, members' equity and cash flows for the eleven-month period ended December 28, 2013 and the year ended January 26, 2013 and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the 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 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 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 financial statements referred to above present fairly, in all material respects, the financial position of United Supermarkets, L.L.C. as of December 28, 2013 and January 26, 2013, and the results of its operations and its cash flows for the eleven- month period ended December 28, 2013 and the year ended January 26, 2013 in accordance with accounting principles generally accepted in the United States of America. Is/ McGladrey LLP Dallas, Texas April 4, 2014 Member of the RSM International network of Independent accounting, tax and consulting firms. F-186 MWicc.go% A R:hi% es edgar data' 1646972 000119312515335826A900395dslahtm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081937 CONFIDENTIAL SDNY_GM_00228121 EFTA01382540