ROUNDY'S, INC. (RNDY) IPO

We estimate that the net proceeds to us from our issuance and sale of 
14,705,883 shares of common stock in this offering will be approximately 
$111.15 million, after deducting underwriting discounts and commissions payable
by us of $8.75 million and estimated offering expenses payable by us of $5.1 
million. 

We intend to use all of the net proceeds that we receive from this offering, 
together with borrowings under our new senior credit facility, to repay all of 
our outstanding borrowings under our existing first lien credit facility and 
second lien credit facility, including all accrued interest thereon and any 
related prepayment premiums. Assuming we had completed this offering as of the 
latest balance sheet date of October 1, 2011 and assuming net proceeds from 
this offering of $111.15 million, we would have incurred borrowings of 
approximately $675 million under our new senior credit facility. The actual 
amount of indebtedness that we incur under our new senior credit facility as of
the completion of this offering will vary from this amount based on several 
factors, including changes in the principal amounts outstanding and accrued 
interest and any related prepayment premiums under our existing credit 
facilities and the amount of fees and expenses incurred in connection with the 
new senior credit facility. For example, subsequent to October 1, 2011, we used
approximately $54 million of our existing cash to make a scheduled principal 
payment on the term loan portion of our existing first lien credit facility. 

As of October 1, 2011, the outstanding indebtedness under our first lien credit
facility was $689 million and the outstanding indebtedness under our second 
lien credit facility was $150 million. We used the net proceeds from our 
borrowings under the second lien credit facility to fund a dividend to our 
equity holders in the Recapitalization Transaction. As of October 1, 2011, the 
weighted average interest rate for borrowings under the first lien credit 
facility was 6.75% per annum and the interest rate for the second lien credit 
facility was 10% per annum. Our outstanding borrowings under the term loan 
portion of our existing first lien credit facility are due in quarterly 
installments of approximately $1.7 million from December 2011 to September 2013
and a one-time payment of the remaining balance is due in November 2013. Our 
outstanding borrowings under our second lien credit facility are due in April 
2016. 

Affiliates of Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC 
and Rabo Securities USA, Inc., three of the underwriters in this offering, are 
lenders under our existing credit facilities and therefore will receive a 
portion of the net proceeds of this offering. 

We will not receive any of the proceeds from the sale of shares by the selling 
stockholders, including the shares to be sold by the selling stockholders if 
the underwriters exercise their over-allotment option.

The food retail industry is highly competitive. Our principal competitors 
include national conventional supermarkets such as SUPERVALU (operating under 
the Jewel/Osco and Cub Foods banners) and Safeway (operating under the 
Dominick's banner); national supercenters such as Costco, SuperTarget and 
Walmart; regional supercenters such as Woodman's; regional supermarkets such 
as Festival Foods, Piggly Wiggly and Strack & Van Til; alternative food 
retailers such as Aldi, Trader Joe's and Whole Foods; and local supermarkets, 
natural foods stores, smaller specialty stores and farmers' markets. In 
general, we compete with Aldi, Costco, Target and Walmart across all of our 
geographic markets. Our remaining principal competitors within each of our 
geographic markets vary to a significant degree and include the following: 

• Wisconsin: Festival Foods, Piggly Wiggly and Woodman's; 

• Minneapolis/St. Paul: Cub Foods and Lund's/Byerly's; and 

• Chicago: Dominick's, Jewel/Osco, Strack & Van Til, Trader Joe's and Whole 
  Foods. 

We compete with each of these stores on the basis of product selection and 
quality, price, customer service, store format and location or a combination of
these factors. We believe we enjoy a strong competitive position within each of
our core markets due to our competitive pricing, local market history that 
enables us to tailor our product offering to our customers, and our focus on 
customer service. In 2010, our stores maintained the number one market share 
position in the Milwaukee metropolitan area and several other large Wisconsin 
markets, including Madison, Racine, and Oshkosh-Neenah, as well as strong 
positions in our other core markets, which in each case is based on our net 
sales in such market and comparative data we obtained from the Metro Market 
Study.