EFTA01382424

Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) While total comprehensive earnings are the activity in a period and are largely driven by net earnings in that period, accumulated other comprehensive income or loss ("AOCI) represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date. AOCI is primarily the cumulative balance related to pension and other post-retirement benefit adjustments and interest rate swaps. Changes in the AOCI balance by component are shown below (in millions): 16 weeks ended June 20, 2015 Pension and Post- Interest retirement benefit rate Total Comprehensive plan items swaps Other Income (toss) Beginning balance $ 77.1 $ (20.6) $ 3.1 $ 59.6 Other comprehensive (loss) income before reclassifications — (16.7) 0.7 (16.0) Amounts reclassified from accumulated other comprehensive income — 6.1 — 6.1 Tax benefit (expense) — 3.3 (0.1) 3.2 Net current-period other comprehensive (loss) income (7.3) 0.6 (6.7) Ending balance 77.1 $ (27.9) $ 3.7 52.9 16 weeks ended June 12, 2014 Pension and Post- Interest Total retirement benefit rate Comprehensive plan hems swaps Other Income (toss) Beginning balance $ 17.8 $ — $ 0.2 $ 18.0 Other comprehensive (loss) income — (10.9) 0.6 (10.3) Tax benefit (expense) — 0.7 (0.3) 0.4 Net current-period other comprehensive (loss) income (10.2) 0.3 (9.9) Ending balance 17.8 $ (10.2) $ 0.5 8.1 NOTE 11-SUBSEQUENT EVENTS On July 20, 2015, the Company announced that it entered into an agreement to acquire 76 A&P stores in Connecticut, Delaware, Maryland, New Jersey, New York and Pennsylvania under the A&P, Superfresh and Pathmark banners. The offer is subject to customary legal and bankruptcy court approvals, following A&P's Chapter 11 filing on July 19, 2015. The court has entered a bidding procedures order that requires other bidders to submit their bids by September 11, 2015, with a hearing for court approval of the sale to be held on September 21, 2015 if there are no other qualifying bids or an auction to be held on September 24-25, 2015 if there are other qualifying bids, with a sale hearing to be held on October 7, 2015. The Company expects to fund this acquisition with proceeds from the issuance of long-term debt. The Company has evaluated subsequent events through August 25, 2015, which is the date of these Condensed Consolidated Financial Statements. F-24 hill). UN% W. See .11O% Archk edgar data' 1646972 000119312515335826'd900395ds Itt.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081772 SDNY_GM_00227956 EFTA01382424