Amendment No. 3 to Form S-1 Table of Contents Anticipated Refinancing We have had preliminary discussions with potential lenders, financial intermediaries and advisors and following the consummation of this offering, subject to market conditions, we intend to enter into new financing facilities, consisting of a new $4,000 million senior secured ABL facility, a new senior secured term loan facility (which we expect to be in the form of an amended and restated version of the existing ABS/Safeway Term Loan Agreement), and new senior unsecured notes. If we are able to enter into the New Financing Facilities, we may use the proceeds thereof to repay all amounts outstanding under, and to terminate, the existing ABS/Safeway ABL Agreement, the NAI ABL Agreement, the Letter of Credit Facility Agreement and all amounts under the ABS/Safeway Term Loan Agreement. This offering is not contingent upon our entering into the New Financing Facilities, and there can be no assurance that we will enter into the New Financing Facilities and terminate the Specified Existing Facilities following the consummation of this offering, or at all, and we may elect not to proceed with the Anticipated Refinancing. See 'Description of Indebtedness—Anticipated Refinancing Facilities' and "Risk Factors—Risks Relating to Our Indebtedness—We may be unable to complete the Anticipated Refinancing, or we may decide not to pursue the Anticipated Refinancing." Liquidity and Factors Affecting Liquidity We estimate our liquidity needs over the next fiscal year to be approximately $5.0 billion, which includes anticipated requirements for working capital, capital expenditures, interest payments and scheduled principal payments of debt, operating leases, capital leases and our TSA agreements with SuperValu. Based on current operating trends, we believe that cash flows from operating activities and other sources of liquidity, including borrowings under our asset-based revolving credit facilities