UNITED NATURAL FOODS INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) 47 Consolidated Balance Sheets 49 Consolidated Statements of Operations 50 Consolidated Statements of Comprehensive Income 51 Consolidated Statements of Stockholders’ Equity 52 Consolidated Statements of Cash Flows 53 Notes to Consolidated Financial Statements 54 All other schedules are omitted because they are not applicable or not required. 46 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors United Natural Foods, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of United Natural Foods, Inc. and subsidiaries (the Company) as of July 29, 2023 and July 30, 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended July 29, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of July 29, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 29, 2023 and July 30, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended July 29, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 29, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 47 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the value of the defined benefit pension obligation As discussed in Note 13 to the consolidated financial statements, the Company sponsors a defined benefit pension plan, covering primarily former Supervalu employees who meet certain eligibility requirements. The fair value of the defined benefit pension obligation at year end was $1.54 billion, offset by plan assets totaling $1.56 billion. The determination of the Company’s defined benefit pension obligation with respect to the plan is dependent, in part, on the selection of certain actuarial assumptions, including the discount rate used. We identified the assessment of the value of the defined benefit pension obligation as a critical audit matter because of the subjectivity in evaluating the discount rate used, and the impact small changes in this assumption would have on the measurement of the defined benefit pension obligation. Additionally, the audit effort associated with the evaluation of the discount rate required specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s defined benefit pension obligation process, including a control related to the development of the discount rate used. We compared the methodology used in the current year to develop the discount rate to the methodology used in prior periods. In addition, we involved an actuarial professional with specialized skills and knowledge, who assisted in the evaluation of the Company’s discount rate by evaluating the methodology utilized by the Company and assessing the selected discount rate against publicly available discount rate benchmark information. /s/ KPMG LLP We have served as the Company’s auditor since 1993. Providence, Rhode Island September 26, 2023 48 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except for par values) July 29, 2023 July 30, 2022 ASSETS Cash and cash equivalents $ 37 $ 44 Accounts receivable, net 889 1,214 Inventories, net 2,292 2,355 Prepaid expenses and other current assets 245 184 Total current assets 3,463 3,797 Property and equipment, net 1,767 1,690 Operating lease assets 1,228 1,176 Goodwill 20 20 Intangible assets, net 722 819 Deferred income taxes 32 — Other long-term assets 162 126 Total assets $ 7,394 $ 7,628 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 1,781 $ 1,742 Accrued expenses and other current liabilities 283 260 Accrued compensation and benefits 143 232 Current portion of operating lease liabilities 180 156 Current portion of long-term debt and finance lease liabilities 18 27 Total current liabilities 2,405 2,417 Long-term debt 1,956 2,109 Long-term operating lease liabilities 1,099 1,067 Long-term finance lease liabilities 12 23 Pension and other postretirement benefit obligations 16 18 Deferred income taxes — 8 Other long-term liabilities 162 194 Total liabilities 5,650 5,836 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.01 par value, authorized 5.0 shares; none issued or outstanding — — Common stock, $ 0.01 par value, authorized 100.0 shares; 61.0 shares issued and 58.5 shares outstanding at July 29, 2023; 58.9 shares issued and 58.3 shares outstanding at July 30, 2022 1 1 Additional paid-in capital 606 608 Treasury stock at cost ( 86 ) ( 24 ) Accumulated other comprehensive loss ( 28 ) ( 20 ) Retained earnings 1,250 1,226 Total United Natural Foods, Inc. stockholders’ equity 1,743 1,791 Noncontrolling interests 1 1 Total stockholders’ equity 1,744 1,792 Total liabilities and stockholders ’ equity $ 7,394 $ 7,628 See accompanying Notes to Consolidated Financial Statements. 49 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except for per share data) Fiscal Year Ended July 29, 2023 (52 weeks) July 30, 2022 (52 weeks) July 31, 2021 (52 weeks) Net sales $ 30,272 $ 28,928 $ 26,950 Cost of sales 26,141 24,746 23,011 Gross profit 4,131 4,182 3,939 Operating expenses 3,973 3,825 3,593 Restructuring, acquisition and integration related expenses 8 21 56 Loss (gain) on sale of assets and other asset charges 30 ( 87 ) ( 4 ) Operating income 120 423 294 Net periodic benefit income, excluding service cost ( 29 ) ( 40 ) ( 85 ) Interest expense, net 144 155 204 Other income, net ( 2 ) ( 2 ) ( 8 ) Income from continuing operations before income taxes 7 310 183 (Benefit) provision for income taxes ( 23 ) 56 34 Net income from continuing operations 30 254 149 Income from discontinued operations, net of tax — — 6 Net income including noncontrolling interests 30 254 155 Less net income attributable to noncontrolling interests ( 6 ) ( 6 ) ( 6 ) Net income attributable to United Natural Foods, Inc. $ 24 $ 248 $ 149 Basic earnings per share: Continuing operations $ 0.41 $ 4.28 $ 2.55 Discontinued operations $ — $ — $ 0.10 Basic earnings per share $ 0.41 $ 4.28 $ 2.65 Diluted earnings per share: Continuing operations $ 0.40 $ 4.07 $ 2.38 Discontinued operations $ — $ — $ 0.09 Diluted earnings per share $ 0.40 $ 4.07 $ 2.48 Weighted average shares outstanding: Basic 59.2 58.0 56.1 Diluted 60.7 61.0 60.0 See accompanying Notes to Consolidated Financial Statements. 50 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Fiscal Year Ended July 29, 2023 (52 weeks) July 30, 2022 (52 weeks) July 31, 2021 (52 weeks) Net income including noncontrolling interests $ 30 $ 254 $ 155 Other comprehensive (loss) income: Recognition of pension and other postretirement benefit obligations, net of tax (1) ( 18 ) ( 40 ) 153 Recognition of interest rate swap cash flow hedges, net of tax (2) 14 60 42 Foreign currency translation adjustments ( 2 ) ( 3 ) 5 Recognition of other cash flow derivatives, net of tax (3) ( 2 ) 2 — Total other comprehensive (loss) income ( 8 ) 19 200 Less comprehensive income attributable to noncontrolling interests ( 6 ) ( 6 ) ( 6 ) Total comprehensive income attributable to United Natural Foods, Inc. $ 16 $ 267 $ 349 (1) Amounts are net of tax (benefit) expense of $( 7 ) million, $( 12 ) million and $ 52 million, respectively. (2) Amounts are net of tax (benefit) expense of $ 5 million, $ 22 million and $ 13 million, respectively. (3) Amounts are net of tax (benefit) expense of $( 1 ) million, $ 1 million, and $ 0 million , respectively. See accompanying Notes to Consolidated Financial Statements. 51 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in millions) Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total United Natural Foods, Inc. Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Common Stock Treasury Stock Shares Amount Shares Amount Balances at August 1, 2020 55.3 $ 1 0.6 $ ( 24 ) $ 569 $ ( 239 ) $ 838 $ 1,145 $ ( 3 ) $ 1,142 Cumulative effect of change in accounting principle — — — — — — ( 9 ) ( 9 ) — ( 9 ) Restricted stock vestings 1.6 — — — ( 14 ) — — ( 14 ) — ( 14 ) Share-based compensation — — — — 45 — — 45 — 45 Other comprehensive income — — — — — 200 — 200 — 200 Distributions to noncontrolling interests — — — — — — — — ( 4 ) ( 4 ) Proceeds from issuance of common stock, net 0.1 — — — 1 — — 1 — 1 Acquisition of noncontrolling interests — — — — ( 2 ) — — ( 2 ) — ( 2 ) Net income — — — — — — 149 149 6 155 Balances at July 31, 2021 57.0 $ 1 0.6 $ ( 24 ) $ 599 $ ( 39 ) $ 978 $ 1,515 $ ( 1 ) $ 1,514 Restricted stock vestings 1.7 — — — ( 41 ) — — ( 41 ) — ( 41 ) Share-based compensation — — — — 44 — — 44 — 44 Other comprehensive income — — — — — 19 — 19 — 19 Distributions to noncontrolling interests — — — — — — — — ( 4 ) ( 4 ) Proceeds from issuance of common stock, net 0.2 — — — 8 — — 8 — 8 Acquisition of noncontrolling interests — — — — ( 2 ) — — ( 2 ) — ( 2 ) Net income — — — — — — 248 248 6 254 Balances at July 30, 2022 58.9 $ 1 0.6 $ ( 24 ) $ 608 $ ( 20 ) $ 1,226 $ 1,791 $ 1 $ 1,792 Restricted stock vestings 2.1 — — — ( 40 ) — — ( 40 ) — ( 40 ) Share-based compensation — — — — 38 — — 38 — 38 Repurchases of common stock — — 1.9 ( 62 ) — — — ( 62 ) — ( 62 ) Other comprehensive loss — — — — — ( 8 ) — ( 8 ) — ( 8 ) Distributions to noncontrolling interests — — — — — — — — ( 6 ) ( 6 ) Net income — — — — — — 24 24 6 30 Balances at July 29, 2023 61.0 $ 1 2.5 $ ( 86 ) $ 606 $ ( 28 ) $ 1,250 $ 1,743 $ 1 $ 1,744 See accompanying Notes to Consolidated Financial Statements. 52 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year Ended (in millions) July 29, 2023 (52 weeks) July 30, 2022 (52 weeks) July 31, 2021 (52 weeks) CASH FLOWS FROM OPERATING ACTIVITIES: Net income including noncontrolling interests $ 30 $ 254 $ 155 Income from discontinued operations, net of tax — — 6 Net income from continuing operations 30 254 149 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 304 285 285 Share-based compensation 38 44 45 Gain on sale of property and equipment ( 9 ) ( 87 ) ( 4 ) Closed property and other restructuring charges — 2 6 Intangible asset impairment charges 25 — — Net pension and other postretirement benefit income ( 29 ) ( 40 ) ( 85 ) Deferred income tax (benefit) expense ( 36 ) 55 ( 5 ) LIFO charge 119 158 24 (Recoveries) provisions for losses on receivables ( 1 ) 2 ( 5 ) Non-cash interest expense and other adjustments 13 24 51 Changes in operating assets and liabilities, net of acquired businesses Accounts and notes receivable 327 ( 108 ) 24 Inventories ( 57 ) ( 264 ) 14 Prepaid expenses and other assets ( 108 ) ( 155 ) ( 37 ) Accounts payable 53 86 15 Accrued expenses and other liabilities ( 45 ) 75 137 Net cash provided by operating activities 624 331 614 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for capital expenditures ( 323 ) ( 251 ) ( 310 ) Proceeds from dispositions of assets 16 230 82 Payments for investments ( 32 ) ( 28 ) ( 11 ) Net cash used in investing activities of continuing operations ( 339 ) ( 49 ) ( 239 ) Net cash provided by investing activities of discontinued operations — — 2 Net cash used in investing activities ( 339 ) ( 49 ) ( 237 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings of long-term debt — — 500 Proceeds from borrowings under revolving credit line 2,976 4,425 3,676 Repayments of borrowings under revolving credit line ( 3,004 ) ( 4,287 ) ( 3,731 ) Repayments of long-term debt and finance leases ( 154 ) ( 376 ) ( 792 ) Repurchases of common stock ( 62 ) — — Proceeds from the issuance of common stock and exercise of stock options — 8 1 Payments of employee restricted stock tax withholdings ( 40 ) ( 41 ) ( 14 ) Payments for debt issuance costs — ( 6 ) ( 13 ) Distributions to noncontrolling interests ( 6 ) ( 4 ) ( 4 ) Repayments of other loans ( 2 ) — ( 6 ) Other — 2 ( 1 ) Net cash used in financing activities ( 292 ) ( 279 ) ( 384 ) EFFECT OF EXCHANGE RATE ON CASH — — 1 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 7 ) 3 ( 6 ) Cash and cash equivalents, at beginning of period 44 41 47 Cash and cash equivalents, at end of period $ 37 $ 44 $ 41 Supplemental disclosures of cash flow information: Cash paid for interest $ 133 $ 134 $ 146 Cash (refunds) payments for federal, state and foreign income taxes, net $ ( 5 ) $ 5 $ ( 16 ) Additions of property and equipment included in Accounts payable $ 32 $ 45 $ 35 See accompanying Notes to Consolidated Financial Statements. 53 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—SIGNIFICANT ACCOUNTING POLICIES Nature of Business United Natural Foods, Inc. and its subsidiaries (the “Company”, “we”, “us”, “UNFI”, or “our”) is a leading distributor of natural, organic, specialty, produce, and conventional grocery and non-food products, and provider of support services to retailers. The Company sells its products primarily throughout the United States and Canada. Fiscal Year The Company’s fiscal years end on the Saturday closest to July 31 and contain either 52 or 53 weeks. References to fiscal 2023, fiscal 2022 and fiscal 2021, or 2023, 2022 and 2021, as presented in tabular disclosure, relate to the 52-week, 52-week and 52-week fiscal periods ended July 29, 2023, July 30, 2022 and July 31, 2021, respectively. Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. The Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). All significant intercompany transactions and balances have been eliminated in consolidation. Unless otherwise indicated, references to the Consolidated Statements of Operations and the Consolidated Balance Sheets in the Notes to Consolidated Financial Statements exclude all amounts related to discontinued operations. Refer to Note 18—Discontinued Operations for additional information about the Company’s discontinued operations. The remaining two stores previously included in discontinued operations were sold in fiscal 2022. Net Sales Our Net sales consist primarily of product sales of natural, organic, specialty, produce, and conventional grocery and non-food products, adjusted for customer volume discounts, vendor incentives when applicable, returns and allowances, and professional services revenue. Net sales also include amounts charged by the Company to customers for shipping and handling and fuel surcharges. Vendor incentives do not reduce sales in circumstances where the vendor tenders the incentive to the customer, when the incentive is not a direct reimbursement from a vendor, when the incentive is not influenced by or negotiated in conjunction with any other incentive arrangements and when the incentive is not subject to an agency relationship with the vendor, whether expressed or implied. The Company recognizes revenue in an amount that reflects the consideration that is expected to be received for goods or services when its performance obligations are satisfied by transferring control of those promised goods or services to its customers. Accounting Standards Codification (“ASC”) 606 defines a five-step process to recognize revenue that requires judgment and estimates, including identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when or as the performance obligation is satisfied. Revenues from wholesale product sales are recognized when control is transferred, which typically happens upon either shipment or delivery, depending on the contract terms with the customer. Typically, shipping and customer receipt of wholesale products occur on the same business day. Discounts and allowances provided to customers are recognized as a reduction in Net sales as control of the products is transferred to customers. The Company recognizes freight revenue related to transportation of its products when control of the product is transferred, which is typically upon delivery. Revenues from Retail product sales are recognized at the point of sale upon customer check-out. Advertising income earned from our franchisees that participate in our Retail advertising program is recognized as Net sales. The Company recognizes loyalty program expense in the form of fuel rewards as a reduction of Net sales. Sales tax is excluded from Net sales. Limited rights of return exist with our customers due to the nature of the products we sell. Refer to Note 3—Revenue Recognition for additional information regarding the Company’s revenue recognition policies. 54 Table of Contents Cost of Sales Cost of sales consist primarily of amounts paid to suppliers for product sold, plus transportation costs necessary to bring the product to, or move product between, the Company’s distribution facilities and retail stores, partially offset by consideration received from suppliers in connection with the purchase, transportation or promotion of the suppliers’ products. Retail store advertising expenses are components of Cost of sales and are expensed as incurred. The Company receives allowances and credits from vendors for buying activities, such as volume incentives, promotional allowances directed by the Company to customers, cash discounts and new product introductions (collectively referred to as “vendor funds”), which are typically based on contractual arrangements covering a period of one year or less. The Company recognizes vendor funds for merchandising activities as a reduction of Cost of sales when the related products are sold, unless it has been determined that a discrete identifiable benefit has been provided to the vendor, in which case the related amounts are recognized within Net sales. Vendor funds that have been earned as a result of completing the required performance under the terms of the underlying agreements but for which the product has not yet been sold are recognized as a reduction to the cost of inventory. When payments or rebates can be reasonably estimated and it is probable that the specified target will be met, the payment or rebate is accrued. However, when attaining the target is not probable, the payment or rebate is recognized only when and if the target is achieved. Any upfront payments received for multi-period contracts are generally deferred and amortized over the life of the contracts. The majority of the vendor funds contracts have terms of less than a year, with a small proportion of the contracts longer than one year. Shipping and Handling Fees and Costs The Company includes shipping and handling fees billed to customers in Net sales. Shipping and handling costs associated with inbound freight are recorded in Cost of sales, whereas shipping and handling costs for receiving, selecting, quality assurance, and outbound transportation are recorded in Operating expenses. Outbound shipping and handling costs, including allocated employee benefit expenses that are recorded in Operating expenses, totaled $ 1,745 million, $ 1,737 million and $ 1,513 million for fiscal 2023, 2022 and 2021, respectively. Operating Expenses Operating expenses include distribution expenses of warehousing, delivery, purchasing, receiving, selecting, and outbound transportation expenses, and selling and administrative expenses. These expenses include salaries and wages, employee benefits, occupancy, insurance, depreciation and amortization expense, and share-based compensation expense. Restructuring, Acquisition and Integration Related Expenses Restructuring, acquisition and integration related expenses reflect expenses resulting from restructuring activities, including severance costs, facility closure asset impairment charges and costs, share-based compensation acceleration charges and acquisition and integration related expenses. Integration related expenses include certain professional consulting expenses and incremental expenses related to combining facilities required to optimize our distribution network as a result of acquisitions. Loss (Gain) on Sale of Assets and Other Asset Charges Loss (gain) on sale of assets and other asset charges primarily includes losses (gains) on sales of assets, losses on sales of financial assets, and asset impairments. In fiscal 2023, the Company recorded an impairment charge related to intangible assets associated with its Blue Marble Brands portfolio. Refer to Note 6—Goodwill and Intangible Assets, Net for additional information on this impairment charge. In fiscal 2022, the Company recorded a gain on sale related to our Riverside, California distribution center. Refer to Note 11—Leases for additional information on this gain on sale. Interest Expense, Net Interest expense, net includes primarily interest expense on long-term debt, net of capitalized interest, loss on debt extinguishment, interest expense on finance lease obligations, amortization of financing costs and discounts, and interest income. 55 Table of Contents Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Within the Consolidated Financial Statements certain immaterial amounts have been reclassified to conform with current year presentation. These reclassifications had no impact on reported net income, cash flows, or total assets and liabilities. Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company’s banking arrangements allow it to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Consolidated Balance Sheets and are reflected as an operating activity in the Consolidated Statements of Cash Flows. As of July 29, 2023 and July 30, 2022, the Company had net book overdrafts of $ 308 million and $ 266 million, respectively. Accounts Receivable, Net Accounts receivable, net primarily consist of trade receivables from customers and net receivable balances from suppliers. In determining the adequacy of the allowances, management analyzes customer creditworthiness, aging of receivables, payment terms, the value of the collateral, customer financial statements, historical collection experience and other economic and industry factors. In instances where a reserve has been recorded for a particular customer, future sales to the customer are conducted using either cash-on-delivery terms, or the account is closely monitored so that as agreed upon payments are received and then orders are released; a failure to pay results in held or canceled orders. Inventories, Net Substantially all of the Company’s inventories consist of finished goods. To value discrete inventory items at lower of cost or net realizable value before application of any last-in, first-out (“LIFO”) reserve, the Company utilizes the weighted average cost method, perpetual cost method, the retail inventory method and the replacement cost method. Allowances for vendor funds and cash discounts received from suppliers are recorded as a reduction to Inventories, net and subsequently within Cost of sales upon the sale of the related products. Inventory quantities are evaluated throughout each fiscal year based on actual physical counts in the Company’s distribution facilities and stores. Allowances for inventory shortages are recorded based on the results of these counts. As of July 29, 2023 and July 30, 2022, approximately $ 2.0 billion and $ 1.9 billion, respectively, of inventory was valued under the LIFO method, before the application of a LIFO reserve, and primarily included grocery, frozen food and general merchandise products, with the remaining inventory valued under the first-in, first-out (“FIFO”) method and primarily included meat, dairy and deli products. The LIFO reserve was $ 344 million and $ 225 million as of July 29, 2023 and July 30, 2022, respectively, which is recorded within Inventories, net on the Consolidated Balance Sheets. Property and Equipment, Net and Amortizing Intangible Assets Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation expense is based on the estimated useful lives of the assets using the straight-line method. Applicable interest charges incurred during the construction of new facilities are capitalized as one of the elements of cost and are amortized over the assets’ estimated useful lives if certain criteria are met. Refer to Note 5—Property and Equipment, Net for additional information. The Company reviews long-lived assets, including amortizing intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. The Company groups long-lived assets with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. If the evaluation indicates that the carrying amount of an asset group may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model or a market approach method. Refer to Note 6—Goodwill and Intangible Assets, Net for additional information regarding the Company’s intangible assets impairment reviews and other information. 56 Table of Contents Income Taxes The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination. For those positions for which we conclude it is more likely than not it will be sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the taxing authority. The difference between the amount recognized and the total tax position is recorded as a liability. The ultimate resolution of these tax positions may be greater or less than the liabilities recorded. The Company allocates tax expense among specific financial statement components using a “with-or-without” approach. Under this approach, the Company first determines the total tax expense or benefit (current and deferred) for the period. The Company then calculates the tax effect of pretax income from continuing operations only. The residual tax expense is allocated on a proportional basis to other financial statement components (i.e. discontinued operations, other comprehensive income). Goodwill and Intangible Assets, Net The Company accounts for acquired businesses using the purchase method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the acquisition date at their respective estimated fair values. Goodwill represents the excess acquisition cost over the fair value of net assets acquired in a business combination. Goodwill is assigned to the reporting units that are expected to benefit from the synergies of the business combination that generated the goodwill. Goodwill reporting units exist at one level below the operating segment level unless they are determined to be economically similar, and are evaluated for events or changes in circumstances indicating a goodwill reporting unit has changed. Relative fair value allocations are performed when components of an aggregated goodwill reporting unit become separate reporting units or move from one reporting unit to another. Goodwill is reviewed for impairment at least annually as of the first day of the fourth fiscal quarter and if events occur or circumstances change that would indicate that the value of the reporting unit may be impaired. The Company performs qualitative assessments of Goodwill for impairment. If the qualitative assessment indicates it is more likely than not that a reporting unit’s fair value is less than the carrying value, or the Company bypasses the qualitative assessment, a quantitative assessment would be performed. When a quantitative assessment is required, the Company estimates the fair values of its reporting units by using the market approach, applying a multiple of earnings based on guidelines for publicly traded companies, and/or the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment for each reporting unit. Refer to Note 6—Goodwill and Intangible Assets, Net for additional information regarding the Company’s goodwill impairment reviews and other information. Indefinite-lived intangible assets include the Tony’s Fine Foods tradename, and prior to July 29, 2023 included the Blue Marble Brands portfolio. Indefinite-lived intangible assets are reviewed for impairment at least annually as of the first day of the fourth fiscal quarter and more frequently if events occur or circumstances change that would indicate that the value of the asset may be impaired. When a quantitative assessment is required, the Company estimates the fair value for intangible assets utilizing the income approach, which discounts the projected future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow. In fiscal 2023, the Company recorded an impairment charge related to intangible assets associated with its Blue Marble Brands portfolio. Refer to Note 6—Goodwill and Intangible Assets, Net for additional information regarding the Company’s intangible assets impairment reviews and other information. 57 Table of Contents Intangible assets with definite lives are amortized on a straight-line basis over the following years: Customer relationships 10 - 20 years Trademarks and tradenames 2 - 10 years Favorable operating leases 2 - 8 years Pharmacy prescription files 7 years Business Dispositions The Company reviews the presentation of planned business dispositions in the Consolidated Financial Statements based on the available information and events that have occurred. The review consists of evaluating whether the business meets the definition of a component for which the operations and cash flows are clearly distinguishable from the other components of the business, and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. In addition, the Company evaluates whether the business has met the criteria as a business held for sale. In order for a planned disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an active program to market the business and the expected disposition of the business within one year. Planned business dispositions are presented as discontinued operations when all the criteria described above are met. Operations of the business components meeting the discontinued operations requirements are presented within Income from discontinued operations, net of tax in the Consolidated Statements of Operations, and assets and liabilities of the business component planned to be disposed of are presented as separate lines within the Consolidated Balance Sheets. See Note 18—Discontinued Operations for additional information. The carrying value of the business held for sale is reviewed for recoverability upon meeting the classification requirements. Evaluating the recoverability of the assets of a business classified as held for sale follows a defined order in which property and intangible assets subject to amortization are considered only after the recoverability of Goodwill, indefinite lived intangible assets and other assets are assessed. After the valuation process is completed, the held for sale business is reported at the lower of its carrying value or fair value less cost to sell, and no additional depreciation or amortization expense is recognized. There are inherent judgments and estimates used in determining the fair value less costs to sell of a business and any impairment charges. The sale of a business can result in the recognition of a gain or loss that differs from that anticipated prior to closing. Fair Value of Financial Instruments Financial assets and liabilities measured on a recurring basis, and non-financial assets and liabilities that are recognized on a non-recurring basis, are recognized or disclosed at fair value on at least an annual basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value: • Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. • Level 3 Inputs—One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation. The carrying amounts of the Company’s financial instruments including Cash and cash equivalents, Accounts receivable, Accounts payable and certain Accrued expenses and Other assets and liabilities approximate fair value due to the short-term nature of these instruments. 58 Table of Contents Share-Based Compensation Share-based compensation consists of time-based restricted stock units, performance-based restricted stock units, stock options and SUPERVALU INC. (“Supervalu”) Replacement Awards (as defined below). Share-based compensation expense is measured by the fair value of the award on the date of grant. The Company recognizes Share-based compensation expense on a straight-line basis over the requisite service period of the individual grants. Forfeitures are recognized as reductions to Share-based compensation when they occur. The grant date closing price per share of the Company’s stock is used to determine the fair value of restricted stock units. Supervalu Replacement Awards were liability classified awards as they may ultimately be settled in cash or shares at the discretion of the employee. The Company’s executive officers and members of senior management have been granted performance units which vest, when and if earned, in accordance with the terms of the related performance unit award agreements. The Company recognizes Share-based compensation expense based on the target number of shares of common stock and the Company’s stock price on the date of grant and subsequently adjusts expense based on actual and forecasted performance compared to planned targets. Share-based compensation expense is recognized within Operating expenses for ongoing employees and in certain instances is recorded within Restructuring, acquisition and integration related expenses when an employee is notified of termination and their awards become accelerated. Refer to Note 12—Share-Based Awards for additional information. Benefit Plans The Company recognizes the funded status of its Company-sponsored defined benefit plans in the Consolidated Balance Sheets and gains or losses and prior service costs or credits not yet recognized as a component of Accumulated other comprehensive loss, net of tax, in the Consolidated Balance Sheets. The Company measures its defined benefit pension and other postretirement plan obligations as of the nearest calendar month end. The Company records Net periodic benefit income or expense related to interest cost, expected return on plan assets and the amortization of actuarial gains and losses, excluding service costs, in the Consolidated Statements of Operations within Net periodic benefit income, excluding service cost. Service costs are recorded in Operating expenses in the Consolidated Statements of Operations. The Company sponsors pension and other postretirement plans in various forms covering participants who meet eligibility requirements. The determination of the Company’s obligation and related income or expense for Company-sponsored pension and other postretirement benefits is dependent, in part, on management’s selection of certain actuarial assumptions in calculating these amounts. These assumptions include, among other things, the discount rate, the expected long-term rate of return on plan assets and the rates of increase in healthcare costs. These assumptions are disclosed in Note 13—Benefit Plans. Actual results that differ from the assumptions are accumulated and amortized over future periods. The Company contributes to various multiemployer pension plans under collective bargaining agreements, primarily defined benefit pension plans. Pension expense for these plans is recognized as contributions are funded. In addition, the Company provides postretirement health and welfare benefits for certain groups of union and non-union employees. See Note 13—Benefit Plans for additional information on participation in multiemployer plans. Earnings Per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by adding the dilutive potential common shares to the weighted average number of common shares that were outstanding during the period. For purposes of the diluted earnings per share calculation, outstanding stock options, restricted stock units and performance-based awards, if applicable, are considered common stock equivalents, using the treasury stock method. Treasury Stock The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as Treasury stock, which is a reduction to Stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. 59 Table of Contents On September 21, 2022, our Board of Directors authorized a new repurchase program for up to $ 200 million of the Company’s common stock over a term of four years (the “2022 Repurchase Program”). Under the 2022 Repurchase Program, the Company repurchased approximately 1.9 million shares of its common stock for a total cost of $ 62 million in fiscal 2023. The Company did not repurchase any shares of its common stock in fiscal 2022 or 2021. As of July 29, 2023, the Company had $ 138 million remaining authorized under the 2022 Repurchase Program. Refer to Note 9—Long-Term Debt for information on the Company’s credit facilities’ limitations on its ability to repurchase shares of common stock above certain levels unless certain conditions and financial tests are met. Comprehensive Income Comprehensive income is reported in the Consolidated Statements of Comprehensive Income. Comprehensive income includes all changes in Stockholders’ equity during the reporting period, other than those resulting from investments by and distributions to stockholders. The Company’s comprehensive income is calculated as Net income including noncontrolling interests, plus or minus adjustments for foreign currency translation related to the translation of UNFI Canada, Inc. (“UNFI Canada”) from the functional currency of Canadian dollars to U.S. dollar reporting currency, changes in the fair value of cash flow hedges, net of tax, and changes in defined pension and other postretirement benefit plan obligations, net of tax, less comprehensive income attributable to noncontrolling interests. Accumulated other comprehensive loss represents the cumulative balance of Other comprehensive (loss) income, net of tax, as of the end of the reporting period and relates to foreign currency translation adjustments, and unrealized gains or losses on cash flow hedges, net of tax and changes in defined pension and other postretirement benefit plan obligations, net of tax. Derivative Financial Instruments The Company utilizes derivative financial instruments to manage its exposure to changes in interest rates, fuel costs, and with the operation of UNFI Canada, foreign currency exchange rates. All derivatives are recognized on the Company’s Consolidated Balance Sheets at fair value based on quoted market prices or estimates, and are recorded in either current or noncurrent assets or liabilities based on their maturity. Changes in the fair value of derivatives are recorded in comprehensive income or net earnings, based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments are recorded in Accumulated other comprehensive loss and are reclassified to earnings in the period the hedged item affects earnings. If the hedged relationship ceases to exist, any associated amounts reported in Accumulated other comprehensive loss are reclassified to earnings at that time. The Company measures effectiveness of its hedging relationships both at hedge inception and on an ongoing basis. Self-Insurance Liabilities The Company is primarily self-insured for workers’ compensation, general and automobile liability insurance. It is the Company’s policy to record the self-insured portion of workers’ compensation, general and automobile liabilities based upon actuarial methods to estimate the future cost of claims and related expenses that have been reported but not settled, and that have been incurred but not yet reported, discounted at a risk-free interest rate. The present value of such claims was calculated using a discount rate of 3.5 % and 3 % as of July 29, 2023 and July 30, 2022, respectively. Changes in the Company’s self-insurance liabilities consisted of the following: (in millions) 2023 2022 2021 Beginning balance $ 98 $ 103 $ 101 Expense 52 44 48 Claim payments ( 57 ) ( 50 ) ( 48 ) Reclassifications 4 1 2 Ending balance $ 97 $ 98 $ 103 The current portion of the self-insurance liability was $ 34 million and $ 34 million as of July 29, 2023 and July 30, 2022, respectively, and is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The long-term portions were $ 63 million and $ 64 million as of July 29, 2023 and July 30, 2022, respectively, and are included in Other long-term liabilities in the Consolidated Balance Sheets. The self-insurance liabilities as of the end of the fiscal year are net of discounts of $ 8 million and $ 11 million as of July 29, 2023 and July 30, 2022, respectively. Amounts due from insurance companies were $ 26 million and $ 12 million as of July 29, 2023 and July 30, 2022, respectively, and are recorded in Prepaid expenses and other current assets and Other long-term assets . 60 Table of Contents Leases At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Subsequent to commencement, lease classification is only reassessed upon a change to the expected lease term or contract modification. Finance and operating lease assets represent the Company’s right to use an underlying asset as lessee for the lease term, and lease obligations represent the Company’s obligation to make lease payments arising from the lease. These assets and obligations are recognized at the lease commencement date based on the present value of lease payments, net of incentives, over the lease term. Incremental borrowing rates are estimated based on the Company’s borrowing rate as of the lease commencement date to determine the present value of lease payments, when lease contracts do not provide a readily determinable implicit rate. Incremental borrowing rates are determined by using the yield curve based on the Company’s credit rating adjusted for the Company’s specific debt profile and secured debt risk. The lease asset also reflects any prepaid rent, initial direct costs incurred and lease incentives received. The Company’s lease terms include optional extension periods when it is reasonably certain that those options will be exercised. Leases with an initial expected term of 12 months or less are not recorded in the Consolidated Balance Sheets and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed nonlease components. The Company recognizes contractual obligations and receipts on a gross basis, such that the related lease obligation to the landlord is presented separately from the sublease created by the lease assignment to the assignee. As a result, the Company continues to recognize on its Consolidated Balance Sheets the operating lease assets and liabilities, and finance lease assets and obligations, for assigned leases. The Company records operating lease expense and income using the straight-line method within Operating expenses, and lease income on a straight-line method for leases with its customers within Net sales. Finance lease expense is recognized as amortization expense within Operating expenses, and interest expense within Interest expense, net. For operating leases with step rent provisions whereby the rental payments increase over the life of the lease, and for leases with rent-free periods, the Company recognizes expense and income on a straight-line basis over the expected lease term, based on the total minimum lease payments to be made or lease receipts expected to be received. The Company is generally obligated for property tax, insurance and maintenance expenses related to leased properties, which often represent variable lease expenses. For contractual obligations on properties where the Company remains the primary obligor upon assignment of the lease and does not obtain a release from landlords or retain the equity interests in the legal entities with the related rent contracts, the Company continues to recognize rent expense and rent income within Operating expenses. Operating and finance lease assets are reviewed for impairment based on an ongoing review of circumstances that indicate the assets may no longer be recoverable, such as closures of retail stores, distribution centers and other properties that are no longer being utilized in current operations, and other factors. The Company calculates operating and finance lease impairments using a discount rate to calculate the present value of estimated subtenant rentals that could be reasonably obtained for the property. Lease impairment charges for properties no longer used in operations are recorded as a component of Restructuring, acquisition and integration related expenses in the Consolidated Statements of Operations. The calculation of lease impairment charges requires significant judgments and estimates, including estimated subtenant rentals, discount rates and future cash flows based on the Company’s experience and knowledge of the market in which the property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions. Impairments are recognized as a reduction of the carrying value of the right of use asset and finance lease assets. Refer to Note 11—Leases for additional information. For transactions in which an owned property is sold and leased back from the buyer, the Company recognizes a sale, and lease accounting is applied if the Company has transferred control of the property to the buyer. For such transactions, the Company removes the transferred assets from the Consolidated Balance Sheets and a gain or loss on the sale is recognized for the difference between the carrying amount of the asset and the fair value of the transaction as of the transaction date. If control of the underlying asset is not transferred, the Company does not recognize an asset sale and recognizes a financing lease liability for consideration received. 61 Table of Contents NOTE 2—RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued accounting ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively, “Topic 326”). Topic 326 changed the impairment model for most financial assets and certain other instruments. For trade and other receivables, guarantees and other instruments, entities are required to use a new forward-looking expected loss model that replaces the previous incurred loss model and generally results in earlier recognition of credit losses. The Company adopted this standard in fiscal 2021, on August 2, 2020, the effective and initial application date, using a modified-retrospective basis as required by the standard by means of a cumulative-effect adjustment to the opening balance of Retained earnings in the Company’s Consolidated Statements of Stockholders' Equity. The difference between reserves and allowances recorded under the former incurred loss model and the amount determined under the current expected loss model, net of the deferred tax impact, was recorded as an adjustment to Retained earnings. Adoption of this standard did not have a material impact to the Company’s Consolidated Financial Statements. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update also require additional disclosures for equity securities subject to contractual sale restrictions. The Company is required to adopt this guidance in the first quarter of fiscal 2025. The Company is in the process of reviewing the provisions of the new standard but does not expect the adoption to have a material impact on the Company’s consolidated financial statements. NOTE 3—REVENUE RECOGNITION Product sales The Company enters into wholesale customer distribution agreements that provide terms and conditions of our order fulfillment. The Company’s distribution agreements often specify levels of required minimum purchases in order to earn certain rebates or incentives. Certain contracts include rebates and other forms of variable consideration, including consideration payable to the customer up-front, over time or at the end of a contract term. Many of the Company’s contracts with customers outline various other promises to be performed in conjunction with the sale of product. The Company determined that these promises provided are immaterial within the overall context of the respective contract, and as such has not allocated the transaction price to these obligations. In transactions for goods or services where the Company engages third parties to participate in its order fulfillment process, it evaluates whether it is the principal or an agent in the transaction. The Company’s analysis considers whether it controls the goods or services before they are transferred to its customer, including an evaluation of whether the Company has the ability to direct the use of, and obtain substantially all the remaining benefits from, the specified good or service before it is transferred to the customer. Agent transactions primarily reflect circumstances where the Company is not involved in order fulfillment or where it is involved in the order fulfillment but is not contractually obligated to purchase the related goods or services from vendors, and instead extends wholesale customers credit by paying vendor trade accounts payable and does not control products prior to their sale. Under ASC 606, if the Company determines that it is acting in an agent capacity, transactions are recorded on a net basis. If the Company determines that it is acting in a principal capacity, transactions are recorded on a gross basis. 62 Table of Contents The Company also evaluates vendor sales incentives to determine whether they reduce the transaction price with its customers. The Company’s analysis considers which party tenders the incentive, whether the incentive reflects a direct reimbursement from a vendor, whether the incentive is influenced by or negotiated in conjunction with any other incentive arrangements and whether the incentive is subject to an agency relationship with the vendor, whether expressed or implied. Typically, when vendor incentives are offered directly by vendors to the Company’s customers, require the achievement of vendor-specified requirements to be earned by customers, and are not negotiated by the Company or in conjunction with any other incentive agreement whereby the Company does not control the direction or earning of these incentives, then Net sales are not reduced as part of the Company’s determination of the transaction price. In circumstances where the vendors provide the Company consideration to promote the sale of their goods and the Company determines the specific performance requirements for its customers to earn these incentives, Net sales and Cost of sales are reduced for these customer incentives as part of the determination of the transaction price. Certain customer agreements provide for the right to license one or more of the Company’s tradenames, such as FESTIVAL FOODS®, SENTRY®, COUNTY MARKET®, FOODLAND®, and SUPERVALU®. In addition, the Company enters into franchise agreements to separately charge its customers, who the Company also sells wholesale products to, for the right to use its CUB® tradename. The Company typically does not separately charge for the right to license its tradenames. The Company believes that these tradenames are capable of being distinct, but are not distinct within the context of the contracts with its customers. Accordingly, the Company does not separately recognize revenue related to tradenames utilized by its customers. The Company enters into distribution agreements with manufacturers to provide wholesale supplies to the Defense Commissary Agency (“DeCA”) and other government agency locations. DeCA contracts with manufacturers to obtain grocery products for the commissary system. The Company contracts with manufacturers to distribute products to the commissaries after being authorized by the manufacturers to be a military distributor to DeCA. The Company must adhere to DeCA’s delivery system procedures governing matters such as product identification, ordering and processing, information exchange and resolution of discrepancies. DeCA identifies the manufacturer with which an order is to be placed, determines which distributor is contracted by the manufacturer for a particular commissary or exchange location, and then places a product order with that distributor that is covered under DeCA’s master contract with the applicable manufacturer. The Company supplies product from its existing inventory, delivers it to the DeCA designated location, and bills the manufacturer for the product price plus a drayage fee. The manufacturer then bills DeCA under the terms of its master contract. The Company has determined that it controls the goods before they are transferred to the customer, and as such it is the principal in the transaction. Revenue is recognized on a gross basis when control of the product passes to the DeCA designated location. Customer incentives The Company provides incentives to its wholesale customers in various forms established under the applicable agreement, including advances, payments over time that are earned by achieving specified purchasing thresholds, and upon the passage of time. The Company typically records customer advances within Other long-term assets and Prepaid expenses and other current assets and typically recognizes customer incentive payments that are based on expected purchases over the term of the agreement as a reduction to Net sales. To the extent that the transaction price for product sales includes variable consideration, such as certain of these customer incentives, the Company estimates the amount of variable consideration that should be included in the transaction price primarily by utilizing the expected value method. Variable consideration is included in the transaction price if it is probable that a significant future reversal of cumulative revenue under the agreement will not occur. The Company believes that there will not be significant changes to its estimates of variable consideration, as the uncertainty will be resolved within a relatively short time and there is a significant amount of historical data that is used in the estimation of the amount of variable consideration to be received. Therefore, the Company has not constrained its estimates of variable consideration. Customer incentive assets are reviewed for impairment when circumstances exist for which the Company no longer expects to recover the applicable customer incentives. Professional services and equipment sales Separate from the services provided in conjunction with the sale of products described above, many of the Company’s agreements with customers also include distinct professional services and other promises to customers, in addition to the sale of the product itself, such as retail store support, advertising, store layout and design services, merchandising support, couponing, eCommerce, network and data hosting solutions, training and certifications classes, and administrative back-office solutions. These professional services may contain a single performance obligation for each respective service, in which case such services revenues are recognized when delivered. Revenues from professional services are less than 1 % of total Net sales. 63 Table of Contents Wholesale equipment sales are recorded as direct sales to customers when shipped or delivered, consistent with the recognition of product sales. Disaggregation of Revenues The Company records revenue to five customer channels within Net sales, which are described below: • Chains , which consists of customer accounts that typically have more than 10 operating stores and excludes stores included within the Supernatural and Other channels defined below; • Independent retailers , which includes smaller size accounts including single store and multiple store locations, and group purchasing entities that are not classified within Chains above or Other defined below; • Supernatural , which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of one customer; • Retail , which reflects the Company's Retail segment, including Cub® Foods and Shoppers® stores, excluding Shoppers® locations that were held for sale within discontinued operations; and • Other , which includes international customers outside of Canada, foodservice, eCommerce, conventional military business and other sales. The following tables detail the Company’s Net sales for the periods presented by customer channel for each of its segments. The Company does not record its revenues within its Wholesale reportable segment for financial reporting purposes by product group, and it is therefore impracticable for it to report them accordingly. (in millions) Net Sales for Fiscal 2023 Customer Channel Wholesale Retail Other Eliminations (1) Consolidated Chains $ 12,816 $ — $ — $ — $ 12,816 Independent retailers 7,699 — — — 7,699 Supernatural 6,374 — — — 6,374 Retail — 2,480 — — 2,480 Other 2,253 — 224 — 2,477 Eliminations — — — ( 1,574 ) ( 1,574 ) Total $ 29,142 $ 2,480 $ 224 $ ( 1,574 ) $ 30,272 (in millions) Net Sales for Fiscal 2022 Customer Channel Wholesale Retail Other Eliminations (1) Consolidated Chains $ 12,562 $ — $ — $ — $ 12,562 Independent retailers 7,360 — — — 7,360 Supernatural 5,719 — — — 5,719 Retail — 2,468 — — 2,468 Other 2,183 — 219 — 2,402 Eliminations — — — ( 1,583 ) ( 1,583 ) Total $ 27,824 $ 2,468 $ 219 $ ( 1,583 ) $ 28,928 (in millions) Net Sales for Fiscal 2021 Customer Channel Wholesale Retail Other Eliminations (1) Consolidated Chains $ 12,104 $ — $ — $ — $ 12,104 Independent retailers 6,638 — — — 6,638 Supernatural 5,050 — — — 5,050 Retail — 2,442 — — 2,442 Other 2,081 — 219 — 2,300 Eliminations — — — ( 1,584 ) ( 1,584 ) Total $ 25,873 $ 2,442 $ 219 $ ( 1,584 ) $ 26,950 (1) Eliminations primarily includes the net sales elimination of Wholesale to Retail sales and the elimination of sales from segments included within Other to Wholesale. 64 Table of Contents Whole Foods Market, Inc. was the Company’s largest customer in each fiscal year presented. Whole Foods Market, Inc. accounted for approximately 21 %, 20 % and 19 % of the Company’s net sales for fiscal 2023, 2022 and 2021, respectively. There were no other customers that individually generated 10% or more of the Company’s net sales during those periods. The Company serves customers in the United States and Canada, as well as customers located in other countries. However, all of the Company’s revenue is earned in the United States and Canada, and international distribution occurs through freight-forwarders. The Company does not have any performance obligations on international shipments subsequent to delivery to the domestic port. Contract Balances The Company typically does not incur costs that are required to be capitalized in connection with obtaining a contract with a customer. The Company typically does not have any performance obligations to deliver products under its contracts until its customers submit a purchase order, as it stands ready to deliver product upon receipt of a purchase order under contracts with its customers. These performance obligations are generally satisfied within a very short period of time. Therefore, the Company has utilized the practical expedient that provides an exemption from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. The Company does not typically receive pre-payments from its customers. Customer payments are due when control of goods or services are transferred to the customer and are typically not conditional on anything other than payment terms, which typically are less than 30 days. Since no significant financing components exist between the period of time the Company transfers goods or services to the customer and when it receives payment for those goods or services, the Company generally does not adjust the transaction price to recognize a financing component. Customer incentives are not considered contract assets as they are not generated through the transfer of goods or services to the customers. No material contract asset or liability exists for any period reported within these Consolidated Financial Statements. Accounts and Notes Receivable Balances Accounts and notes receivable are as follows: (in millions) July 29, 2023 July 30, 2022 Customer accounts receivable $ 887 $ 1,213 Allowance for uncollectible receivables ( 17 ) ( 18 ) Other receivables, net 19 19 Accounts receivable, net $ 889 $ 1,214 Notes receivable, net, included within Prepaid expenses and other current assets $ 3 $ 6 Long-term notes receivable, net, included within Other long-term assets $ 7 $ 12 The allowance for uncollectible receivables, and estimated variable consideration allowed for as sales concessions consists of the following: (in millions) 2023 2022 2021 Balance at beginning of year $ 18 $ 28 $ 56 Impact of adoption of new credit loss standard — — 4 Provision for losses in Operating expenses 2 2 ( 9 ) Reductions of Net sales 6 1 3 Write-offs charged against the allowance ( 9 ) ( 13 ) ( 26 ) Balance at end of year $ 17 $ 18 $ 28 65 Table of Contents On October 31, 2022, the Company entered into a purchase agreement with a third-party financial institution for the sale of certain customer accounts receivable up to a maximum outstanding amount of $ 300 million, without recourse, subject to eligibility criteria established by the financial institution. Pursuant to the terms of the agreement, certain customer receivables are sold to the third-party financial institution on a revolving basis, subject to certain limitations. After these sales, the Company does not retain any interest in the receivables. The Company’s continuing involvement in transferred receivables is limited to servicing the receivables. On June 27, 2023, the Company entered into an amendment to the purchase agreement, which increased the maximum outstanding amount from $ 300 million to $ 350 million. Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of July 29, 2023, was approximately $ 310 million. Net proceeds received are included within net cash provided by operating activities in the Consolidated Statements of Cash Flows in the period of sale. The loss on sale of receivables was $ 14 million for fiscal 2023, and is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations. NOTE 4—RESTRUCTURING, ACQUISITION AND INTEGRATION RELATED EXPENSES Restructuring, acquisition and integration related expenses were as follows: (in millions) 2023 2022 2021 Restructuring and integration costs $ 8 $ 20 $ 50 Closed property charges and costs — 1 6 Total $ 8 $ 21 $ 56 Restructuring and Integration Costs Restructuring and integration costs for fiscal 2023 primarily relate to severance costs due to the regional restructuring during the fourth quarter. Fiscal 2022 restructuring and integration costs primarily relate to the finalization of integration costs related to the Supervalu acquisition. Fiscal 2021 restructuring and integration costs primarily relate to certain professional fees for advisory and transformational activities. Closed Property Charges and Costs In fiscal 2021, closed property charges relate to lease, and property and equipment asset impairments related to retail stores, lease terminations of non-operating stores and distribution center consolidation. NOTE 5—PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: (in millions) Original Estimated Useful Lives 2023 2022 Land $ 136 $ 137 Buildings and improvements 10 - 40 years 1,024 998 Leasehold improvements 10 - 20 years 284 241 Equipment 3 - 25 years 1,280 1,130 Motor vehicles 5 - 8 years 56 66 Finance lease assets 1 - 9 years 48 58 Construction in progress 186 140 Property and equipment 3,014 2,770 Less accumulated depreciation and amortization 1,247 1,080 Property and equipment, net $ 1,767 $ 1,690 The Company capitalized $ 5 million, $ 4 million and $ 3 million of interest during fiscal 2023, 2022 and 2021, respectively. Depreciation and amortization expense on property and equipment was $ 232 million, $ 213 million and $ 209 million for fiscal 2023, 2022 and 2021, respectively. 66 Table of Contents NOTE 6—GOODWILL AND INTANGIBLE ASSETS, NET The Company has five goodwill reporting units: two of which represent separate operating segments and are aggregated within the Wholesale reportable segment (U.S. Wholesale and Canada Wholesale); one of which is a separate Retail operating and reportable segment and two of which are separate operating segments (Woodstock Farms and Blue Marble Brands) that do not meet the criteria for being disclosed as separate reportable segments and are included in the Other segment. The Canada Wholesale operating segment, which is aggregated with U.S. Wholesale, would not meet the quantitative thresholds for separate reporting if it did not meet the aggregation criteria. In the fourth quarter of fiscal 2023, 2022 and 2021 the Company performed its annual goodwill qualitative impairment review and determined that a quantitative impairment test was not required for any of its reporting units. Goodwill and Intangible Assets Changes Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following: (in millions) Wholesale Other Total Goodwill as of July 31, 2021 (1)(2) $ 10 $ 10 $ 20 Change in foreign exchange rates — — — Goodwill as of July 30, 2022 (1)(2) 10 10 20 Change in foreign exchange rates — — — Goodwill as of July 29, 2023 (1)(2) $ 10 $ 10 $ 20 (1) Wholesale amounts are net of accumulated goodwill impairment charges of $ 717 million for fiscal 2021, 2022 and 2023. (2) Other amounts are net of accumulated goodwill impairment charges of $ 10 million for fiscal 2021, 2022 and 2023. Identifiable intangible assets, net consisted of the following: 2023 2022 (in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets: Customer relationships $ 1,007 $ 354 $ 653 $ 1,007 $ 294 $ 713 Pharmacy prescription files 33 22 11 33 18 15 Operating lease intangibles 6 5 1 6 4 2 Trademarks and tradenames 89 57 32 84 51 33 Total amortizing intangible assets 1,135 438 697 1,130 367 763 Indefinite lived intangible assets: Trademarks and tradenames 25 — 25 56 — 56 Intangibles assets, net $ 1,160 $ 438 $ 722 $ 1,186 $ 367 $ 819 The Company performed annual qualitative reviews of its indefinite lived trademarks and tradenames in fiscal 2022 and 2021, which indicated a quantitative assessment was not required. In the fourth quarter of fiscal 2023, the Company decided to rationalize certain of its brands within its Blue Marble Brands portfolio, resulting in an abandonment of certain brands and a shortened life of remaining brand-related intangible assets. These changes are part of an effort for the Company to focus on its core private brand offerings. As a result, the Company recorded a $ 25 million intangible asset impairment charge in fiscal 2023 and began amortizing the remaining intangible assets associated with its Blue Marble Brands portfolio. The fair values utilized in the Company’s quantitative assessment were determined using the income approach, discounting projected future net cash flows based on management’s expectations of the current and future operating environment for each brand. The impairment charge is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations. 67 Table of Contents Amortization expense was $ 72 million, $ 72 million and $ 78 million for fiscal 2023, 2022 and 2021, respectively. The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of July 29, 2023 is as shown below: Fiscal Year: (in millions) 2024 $ 74 2025 71 2026 67 2027 64 2028 62 Thereafter 359 $ 697 NOTE 7—FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS Recurring Fair Value Measurements The following tables provide the fair value hierarchy for financial assets and liabilities measured on a recurring basis: Fair Value at July 29, 2023 (in millions) Consolidated Balance Sheets Location Level 1 Level 2 Level 3 Assets: Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 17 $ — Interest rate swaps designated as hedging instruments Other long-term assets $ — $ 5 $ — Liabilities: Fuel derivatives designated as hedging instruments Accrued expenses and other current liabilities $ — $ 1 $ — Fair Value at July 30, 2022 (in millions) Consolidated Balance Sheets Location Level 1 Level 2 Level 3 Assets: Fuel derivatives designated as hedging instruments Prepaid expenses and other current assets $ — $ 3 $ — Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 3 $ — Interest rate swaps designated as hedging instruments Other long-term assets $ — $ 1 $ — Liabilities: Interest rate swaps designated as hedging instruments Other long-term liabilities $ — $ 2 $ — Interest Rate Swap Contracts The fair values of interest rate swap contracts are measured using Level 2 inputs. The interest rate swap contracts are valued using an income approach interest rate swap valuation model incorporating observable market inputs including interest rates, SOFR swap rates and credit default swap rates. As of July 29, 2023, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 8 million; a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately $ 8 million. Refer to Note 8—Derivatives for further information on interest rate swap contracts. 68 Table of Contents Fuel Supply Agreements and Derivatives To reduce diesel fuel price risk, the Company has entered into derivative financial instruments and/or forward purchase commitments for a portion of our projected monthly diesel fuel requirements at fixed prices. The fair values of fuel derivative agreements are measured using Level 2 inputs. Foreign Exchange Derivatives To reduce foreign exchange risk, the Company has entered into derivative financial instruments for a portion of our projected monthly foreign currency requirements at fixed prices. The fair values of foreign exchange derivatives are measured using Level 2 inputs. Fair Value Estimates For certain of the Company’s financial instruments including cash and cash equivalents, receivables, accounts payable, accrued vacation, compensation and benefits, and other current assets and liabilities the fair values approximate carrying amounts due to their short maturities. The fair value of notes receivable is estimated by using a discounted cash flow approach prior to consideration for uncollectible amounts and is calculated by applying a market rate for similar instruments using Level 3 inputs. The fair value of debt is estimated based on market quotes, where available, or market values for similar instruments, using Level 2 and 3 inputs. In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs. Refer to Note 1—Significant Accounting Policies for additional information regarding the fair value hierarchy. July 29, 2023 July 30, 2022 (in millions) Carrying Value Fair Value Carrying Value Fair Value Notes receivable, including current portion $ 15 $ 8 $ 23 $ 17 Long-term debt, including current portion $ 1,963 $ 1,903 $ 2,123 $ 2,153 NOTE 8—DERIVATIVES Management of Interest Rate Risk The Company enters into interest rate swap contracts from time to time to mitigate its exposure to changes in market interest rates as part of its overall strategy to manage its debt portfolio to achieve an overall desired position of notional debt amounts subject to fixed and floating interest rates. Interest rate swap contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company’s interest rate swap contracts are designated as cash flow hedges. Interest rate swap contracts are reflected at their fair values in the Consolidated Balance Sheets. Refer to Note 7—Fair Value Measurements of Financial Instruments for further information on the fair value of interest rate swap contracts. Details of active swap contracts as of July 29, 2023, which are all pay fixed and receive floating, are as follows: Effective Date Swap Maturity Notional Value (in millions) Pay Fixed Rate Receive Floating Rate Floating Rate Reset Terms November 30, 2018 September 30, 2023 50 2.6980 % One-Month Term SOFR Monthly October 26, 2018 October 31, 2023 100 2.7880 % One-Month Term SOFR Monthly January 11, 2019 March 28, 2024 100 2.3600 % One-Month Term SOFR Monthly January 23, 2019 March 28, 2024 100 2.4250 % One-Month Term SOFR Monthly November 30, 2018 October 31, 2024 100 2.7385 % One-Month Term SOFR Monthly January 11, 2019 October 31, 2024 100 2.4025 % One-Month Term SOFR Monthly January 24, 2019 October 31, 2024 50 2.4090 % One-Month Term SOFR Monthly October 26, 2018 October 22, 2025 50 2.8725 % One-Month Term SOFR Monthly November 16, 2018 October 22, 2025 50 2.8750 % One-Month Term SOFR Monthly November 16, 2018 October 22, 2025 50 2.8380 % One-Month Term SOFR Monthly January 24, 2019 October 22, 2025 50 2.4750 % One-Month Term SOFR Monthly $ 800 69 Table of Contents In fiscal 2021, in order to reduce its exposure to pay fixed and receive floating interest rate swap contracts due to lower levels of debt balances with floating interest rates, the Company paid $ 6 million to terminate certain outstanding interest rate swaps with a notional amount of $ 250 million. In addition, in fiscal 2021, in conjunction with the $ 500 million fixed rate senior unsecured notes offering described below in Note 9—Long-Term Debt, the Company paid $ 11 million to terminate or novate certain outstanding interest rate swaps with a notional amount of $ 504 million and certain forward starting interest rate swaps with a notional amount of $ 450 million. The payments equaled the fair value of the interest rate swaps at the time of their termination or novation. No gain or loss was recorded as a result of the swap terminations and novations. Since the hedged interest payments remain probable of occurring, the unrecognized gains and losses that existed as of the early termination or novation of these interest rate swap agreements will be amortized out of Accumulated other comprehensive loss and into Interest expense, net over the remaining period of the original terminated or novated interest rate swap agreements. If any of the hedged interest payments were not probable of occurring, then a charge representing an accelerated amortization of the unrecognized gains and losses would be recorded. Cash payments resulting from the termination or novation of interest rate swaps are classified as operating activities in the Company’s Consolidated Statements of Cash Flows. The Company performs an initial quantitative assessment of hedge effectiveness using the “Hypothetical Derivative Method” in the period in which the hedging transaction is entered. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. In future reporting periods, the Company performs a qualitative analysis for quarterly prospective and retrospective assessments of hedge effectiveness. The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions. The entire change in the fair value of the derivative is initially reported in Other comprehensive income (outside of earnings) in the Consolidated Statements of Comprehensive Income and subsequently reclassified to earnings in Interest expense, net in the Consolidated Statements of Operations when the hedged transactions affect earnings. The location and amount of gains or losses recognized in the Consolidated Statements of Operations for interest rate swap contracts for each of the periods, presented on a pre-tax basis, are as follows: Interest Expense, net (In millions) 2023 2022 2021 Total amounts of expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 144 $ 155 $ 204 Loss on cash flow hedging relationships: Gain (loss) reclassified from comprehensive income into earnings $ 12 $ ( 36 ) $ ( 46 ) NOTE 9—LONG-TERM DEBT The Company’s long-term debt consisted of the following: (in millions) Average Interest Rate at July 29, 2023 Fiscal Maturity Year July 29, 2023 July 30, 2022 Term Loan Facility 8.47 % 2026 $ 670 $ 800 ABL Credit Facility 6.31 % 2027 812 840 Senior Notes 6.75 % 2029 500 500 Other secured loans 4.78 % 2024-2025 9 23 Debt issuance costs, net ( 22 ) ( 29 ) Original issue discount on debt ( 6 ) ( 11 ) Long-term debt, including current portion 1,963 2,123 Less: current portion of long-term debt ( 7 ) ( 14 ) Long-term debt $ 1,956 $ 2,109 70 Table of Contents Future maturities of long-term debt, excluding debt issuance costs and original issue and purchase accounting discounts on debt, and contractual interest payments based on the face value and applicable interest rate as of July 29, 2023, consist of the following (in millions): Fiscal Year Long-term debt maturity Interest on long-term debt 2024 $ 8 $ 153 2025 1 143 2026 670 99 2027 812 77 2028 — 34 2029 and thereafter 500 17 $ 1,991 $ 523 Senior Notes On October 22, 2020, the Company issued $ 500 million of unsecured 6.750 % senior notes due October 15, 2028 (the “Senior Notes”). The Senior Notes, which are presented net of debt issuance costs of $ 7 million as of July 29, 2023 and $ 7 million as of July 30, 2022 in the Consolidated Balance Sheets, are guaranteed by each of the Company’s subsidiaries that are borrowers under or that guarantee the ABL Credit Facility or the Term Loan Facility (defined below). ABL Credit Facility The revolving credit agreement dated as of June 3, 2022, (the “ABL Loan Agreement”), by and among the Company (the “ U.S. Borrower”) and UNFI Canada (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), and the financial institutions that are parties thereto as lenders (collectively, the “ABL Lenders”), Wells Fargo Bank, N.A. as administrative agent for the ABL Lenders, and the other parties thereto, provides for a secured asset-based revolving credit facility (the “ABL Credit Facility”), of which up to $ 2,600 million is available to the Borrowers, including a U.S. Dollar equivalent of $ 100 million sublimit for borrowings in Canadian dollars. Under the ABL Loan Agreement, the Borrowers may, at their option, increase the aggregate amount of the ABL Credit Facility in an amount of up to $ 750 million without the consent of any ABL Lenders not participating in such increase, subject to certain customary conditions and applicable lenders committing to provide the increase in funding. There is no assurance that additional funding would be available. The ABL Loan Agreement utilizes Term SOFR and Prime rates as the benchmark interest rates. Borrowings under the ABL Credit Facility bear interest at rates that, at the Borrowers’ option, can be either: (i) a base rate plus a 0.00 % - 0.25 % margin or (ii) a Term SOFR rate plus a 1.00 % - 1.25 % margin. Unutilized commitments under the ABL Credit Facility are subject to a per annum fee of 0.20 %. The ABL Credit Facility will expire at the earlier of (i) June 3, 2027, and (ii) the date that is 90 days prior to the maturity date of the Term Loan Facility (defined below) if on such date more than $ 100 million of borrowings under the Term Loan Facility remain outstanding and mature prior to June 3, 2027. The ABL Loan Agreement subjects the Company to a fixed charge coverage ratio of at least 1.0 to 1.0 calculated at the end of each of the Company’s fiscal quarters on a rolling four quarter basis, if the adjusted aggregate availability is ever less than the greater of (i) $ 210 million and (ii) 10 % of the aggregate Borrowing Base (as defined below). The ABL Loan Agreement contains certain operational and informational covenants customary for this type of secured revolving credit facility, which limit the Company’s and its restricted subsidiaries’ ability to, among other things, incur debt, declare or pay dividends or make other distributions to its stockholders, transfer or sell assets, create liens on our assets, engage in transactions with affiliates and merge, consolidate or sell all or substantially all of the Company’s and its subsidiaries’ assets on a consolidated basis. If the Company fails to comply with any of these covenants, it may be in default under the applicable debt agreement, and all amounts due thereunder may become immediately due and payable. The Borrowers’ obligations under the ABL Credit Facility are guaranteed by most of the Company’s wholly-owned subsidiaries (collectively, the “Guarantors”), subject to customary exceptions and limitations. The Borrowers’ obligations under the ABL Credit Facility and the Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on certain accounts receivable, inventory and certain other assets arising therefrom or related thereto of the Borrowers and Guarantors (including substantially all of their deposit accounts, collectively, the “ABL Assets”) and (ii) a second-priority lien on all of the Borrowers’ and Guarantors’ assets that do not constitute ABL Assets, in each case, subject to customary exceptions and limitations. 71 Table of Contents Availability under the ABL Credit Facility is subject to a borrowing base (the “Borrowing Base”), which is based on 90 % of eligible accounts receivable, plus 90 % of eligible credit card receivables, plus 90 % to 92.5 % of the net orderly liquidation value of eligible inventory, plus 90 % of eligible pharmacy receivables, plus certain pharmacy prescription files availability to the Borrowers, after adjusting for customary reserves, but at no time shall exceed the lesser of the aggregate commitments under the ABL Credit Facility (currently $ 2,600 million) or the Borrowing Base. The assets included in the Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a first-priority basis, and the unused credit and fees under the ABL Credit Facility, were as follows: Assets securing the ABL Credit Facility (in millions): July 29, 2023 July 30, 2022 Certain inventory assets included in Inventories, net $ 1,861 $ 1,789 Certain receivables included in Accounts receivable, net 571 878 Pharmacy prescription files included in Intangible assets, net 11 15 Total $ 2,443 $ 2,682 As of July 29, 2023, the Borrowers’ Borrowing Base, net of $ 121 million of reserves, was $ 2,442 million, which is below the $ 2,600 million limit of availability, resulting in total availability of $ 2,442 million for loans and letters of credit under the ABL Credit Facility. As of July 29, 2023, the Borrowers had $ 812 million of loans outstanding under the ABL Credit Facility, which are presented net of debt issuance costs of $ 8 million and are included in Long-term debt in the Consolidated Balance Sheets. As of July 29, 2023, the U.S. Borrowers had $ 150 million in letters of credit outstanding under the ABL Credit Facility. The Company’s resulting remaining availability under the ABL Credit Facility was $ 1,480 million as of July 29, 2023. Availability under the ABL Credit Facility (in millions): July 29, 2023 Total availability for ABL loans and letters of credit $ 2,442 ABL loans $ 812 Letters of credit $ 150 Unused credit $ 1,480 The applicable interest rates, unutilized commitment fees and letter of credit fees under the ABL Credit Facility are variable and are dependent upon the prior fiscal quarter’s daily Average Availability (as defined in the ABL Loan Agreement), and were as follows: Interest rates and fees under the ABL Credit Facility: Range of Facility Rates and Fees (per annum) July 29, 2023 Borrowers’ applicable margin for base rate loans 0.00 % - 0.25 % 0.00 % Borrowers’ applicable margin for SOFR and BA loans (1) 1.00 % - 1.25 % 1.00 % Unutilized commitment fees 0.20 % 0.20 % Letter of credit fees 1.125 % - 1.375 % 1.125 % (1) The U.S. Borrower utilizes SOFR-based loans and the Canadian Borrower utilizes bankers’ acceptance rate-based loans. Term Loan Facility The term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”), by and among the Company and SUPERVALU INC. (“Supervalu” and, collectively with the Company, the “Term Borrowers”), the financial institutions that are parties thereto as lenders, Credit Suisse, as administrative agent for the Term Lenders, and the other parties thereto, provides for senior secured first lien term loans in an initial aggregate principal amount of $ 1,950 million, consisting of a $ 1,800 million seven-year tranche and a $ 150 million 364 -day tranche that was repaid in fiscal 2020 (the “Term Loan Facility”). The net proceeds from the Term Loan Facility were used to finance the Supervalu acquisition and related transaction costs. Any amounts then outstanding will be payable in full on October 22, 2025. Under the Term Loan Agreement, the Company may, at its option, increase the amount of the Term Loan Facility, add one or more additional tranches of term loans or add one or more additional tranches of revolving credit commitments, without the consent of any Term Lenders not participating in such additional borrowings, up to an aggregate amount of $ 656 million plus additional amounts based on satisfaction of certain leverage ratio tests, subject to certain customary conditions and applicable lenders committing to provide the additional funding. There can be no assurance that additional funding would be available. 72 Table of Contents The obligations under the Term Loan Facility are guaranteed by the Guarantors, subject to customary exceptions and limitations. The Term Borrowers’ obligations under the Term Loan Facility and the Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on substantially all of the Term Borrowers’ and the Guarantors’ assets other than the ABL Assets and (ii) a second-priority lien on substantially all of the Term Borrowers’ and the Guarantors’ ABL Assets, in each case, subject to customary exceptions and limitations, including an exception for owned real property with net book values of less than $ 10 million. As of July 29, 2023 and July 30, 2022, there was $ 617 million and $ 629 million, respectively, of owned real property pledged as collateral that was included in Property and equipment, net in the Consolidated Balance Sheets. The Company must prepay loans outstanding under the Term Loan Facility no later than 130 days after the fiscal year end in an aggregate principal amount equal to a specified percentage (which percentage ranges from 0 to 75 percent depending on the Consolidated First Lien Net Leverage Ratio as of the last day of such fiscal year) of Excess Cash Flow (as defined in the Term Loan Agreement), minus certain types of voluntary prepayments of indebtedness made during such fiscal year. Based on the Company’s Consolidated First Lien Net Leverage Ratio at the end of fiscal 2023, no prepayment from Excess Cash Flow in fiscal 2023 is required to be made in fiscal 2024. As of July 29, 2023, the Company had borrowings of $ 670 million outstanding under the Term Loan Facility, which are presented in the Consolidated Balance Sheets net of debt issuance costs of $ 7 million and an original issue discount on debt of $ 6 million. As of July 29, 2023, no amount of the Term Loan Facility was classified as current. As of July 29, 2023, the borrowings under the Term Loan Facility bear interest at rates that, at the Term Borrowers’ option, can be either: (i) a base rate plus a margin of 2.25 % or (ii) a SOFR rate plus a margin of 3.25 %, provided that the SOFR rate shall never be less than 0.0 %. On November 10, 2021, the Company made a voluntary prepayment of $ 150 million on the Term Loan Facility funded with incremental borrowings under the then outstanding ABL Credit Facility that reduced its interest costs. In connection with this prepayment, the Company incurred a loss on debt extinguishment of $ 5 million related to unamortized debt issuance costs and a loss on unamortized original issue discount, which was recorded within Interest expense, net in the second quarter of fiscal 2022. On November 7, 2022, the Company made a $ 125 million voluntary prepayment on the Term Loan Facility with a portion of the proceeds received from monetizing certain receivables previously within accounts receivable, net associated with the Company’s purchase agreement with a third-party financial institution as previously discussed within Note 3—Revenue Recognition. 73 Table of Contents NOTE 10—COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2023, 2022 and 2021 are as follows: (in millions) Other Cash Flow Derivatives Benefit Plans Foreign Currency Swap Agreements Total Accumulated other comprehensive loss at August 1, 2020 $ — $ ( 116 ) $ ( 21 ) $ ( 102 ) $ ( 239 ) Other comprehensive income before reclassifications 1 167 5 8 181 Amortization of amounts included in net periodic benefit income — ( 2 ) — — ( 2 ) Amortization of cash flow hedges ( 1 ) — — 34 33 Settlement gain — ( 12 ) — — ( 12 ) Net current period Other comprehensive income — 153 5 42 200 Accumulated other comprehensive income (loss) at July 31, 2021 $ — $ 37 $ ( 16 ) $ ( 60 ) $ ( 39 ) Other comprehensive (loss) income before reclassifications — ( 42 ) ( 3 ) 34 ( 11 ) Amortization of amounts included in net periodic benefit income — 2 — — 2 Amortization of cash flow hedges 2 — — 26 28 Net current period Other comprehensive income (loss) 2 ( 40 ) ( 3 ) 60 19 Accumulated other comprehensive income (loss) at July 30, 2022 $ 2 $ ( 3 ) $ ( 19 ) $ — $ ( 20 ) Other comprehensive (loss) income before reclassifications — ( 20 ) ( 2 ) 23 1 Amortization of amounts included in net periodic benefit income — 2 — — 2 Amortization of cash flow hedges ( 2 ) — — ( 9 ) ( 11 ) Net current period Other comprehensive (loss) income ( 2 ) ( 18 ) ( 2 ) 14 ( 8 ) Accumulated other comprehensive (loss) income at July 29, 2023 $ — $ ( 21 ) $ ( 21 ) $ 14 $ ( 28 ) Items reclassified out of Accumulated other comprehensive (loss) income had the following impact on the Consolidated Statements of Operations: (in millions) 2023 2022 2021 Affected Line Item on the Consolidated Statements of Operations Pension and postretirement benefit plan obligations: Amortization of amounts included in net periodic benefit cost (income) (1) $ 3 $ 4 $ ( 1 ) Net periodic benefit income, excluding service cost Settlement gain — — ( 17 ) Net periodic benefit income, excluding service cost Total reclassifications 3 4 ( 18 ) Income tax (benefit) expense ( 1 ) ( 2 ) 4 Provision for income taxes Total reclassifications, net of tax $ 2 $ 2 $ ( 14 ) Swap agreements: Reclassification of cash flow hedge $ ( 12 ) $ 36 $ 46 Interest expense, net Income tax expense (benefit) 3 ( 10 ) ( 12 ) Provision for income taxes Total reclassifications, net of tax $ ( 9 ) $ 26 $ 34 Other cash flow hedges: Reclassification of cash flow hedge $ ( 3 ) $ 2 $ ( 1 ) Cost of sales Income tax expense 1 — — Provision for income taxes Total reclassifications, net of tax $ ( 2 ) $ 2 $ ( 1 ) (1) Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost and reclassification of net actuarial loss as reflected in Note 13—Benefit Plans. As of July 29, 2023, the Company expects to reclassify $ 16 million related to unrealized derivative gains out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period. 74 Table of Contents NOTE 11—LEASES The Company leases certain of its distribution centers, retail stores, office facilities, transportation equipment and other operating equipment from third parties. Many of these leases include renewal options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease assets and liabilities, net, are as follows (in millions): Lease Type Consolidated Balance Sheets Location July 29, 2023 July 30, 2022 Operating lease assets Operating lease assets $ 1,228 $ 1,176 Finance lease assets Property and equipment, net 14 22 Total lease assets $ 1,242 $ 1,198 Operating liabilities Current portion of operating lease liabilities $ 180 $ 156 Finance liabilities Current portion of long-term debt and finance lease liabilities 11 13 Operating liabilities Long-term operating lease liabilities 1,099 1,067 Finance liabilities Long-term finance lease liabilities 12 23 Total lease liabilities $ 1,302 $ 1,259 Lease assets and liabilities presented in the table above include lease contracts related to our discontinued operations, as the Company expects to remain primarily obligated under these leases. The Company’s lease cost under ASC 842 is as follows (in millions): Lease Expense Type Consolidated Statements of Operations Location 2023 2022 2021 Operating lease cost Operating expenses $ 261 $ 241 $ 229 Short-term lease cost Operating expenses 17 19 29 Variable lease cost Operating expenses 73 73 64 Sublease income Operating expenses ( 8 ) ( 8 ) ( 8 ) Sublease income Net sales ( 14 ) ( 17 ) ( 20 ) Other sublease income, net Restructuring, acquisition and integration related expenses (2) ( 1 ) ( 2 ) ( 3 ) Net operating lease cost (1) 328 306 291 Amortization of leased assets Operating expenses 7 10 13 Interest on lease liabilities Interest expense, net 3 11 19 Finance lease cost 10 21 32 Total net lease cost $ 338 $ 327 $ 323 (1) Rent expense as presented here includes $ 0 million , $ 0 million and $ 2 million in fiscal 2023, 2022 and 2021, respectively, of operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense to be included within continuing operations, as the Company expects to remain primarily obligated under these leases. Rent expense as presented here also includes immaterial amounts of variable lease expense of discontinued operations. (2) Includes $ 27 million, $ 29 million and $ 31 million of lease expense in fiscal 2023, 2022 and 2021, respectively, and $( 28 ) million, $( 31 ) million, and $( 33 ) million of lease income in fiscal 2023, 2022 and 2021, respectively, that is recorded within Restructuring, acquisition and integration related expenses for assigned leases related to previously sold locations and surplus, non-operating properties for which the Company is restructuring its obligations. 75 Table of Contents During fiscal 2022, the Company acquired the real property of a previously leased distribution center, which was classified as a finance lease, for approximately $ 153 million. Immediately following this acquisition, the Company monetized this property through a sale-leaseback transaction, pursuant to which the Company received $ 225 million in aggregate proceeds for the sale of the property, which reflected the fair value of the property. Under the terms of the sale-leaseback agreement, the Company entered into a lease for the distribution center for a term of 15 years, which was classified as an operating lease. The Company recorded a pre-tax gain on sale of approximately $ 87 million in fiscal 2022 as a result of the transactions, which primarily represented the pre-tax net proceeds. The Company leases certain property to third parties and receives lease and subtenant rental payments under operating leases, including assigned leases for which the Company has future minimum lease payment obligations. Future minimum lease payments (“Lease Liabilities”) include payments to be made by the Company or certain third parties in the case of assigned noncancellable operating leases and finance leases. Future minimum lease and subtenant rentals (“Lease Receipts”) include expected cash receipts from operating subleases, and in the case of assigned noncancellable leases receipts for stores sold to third parties, which they operate. As of July 29, 2023, these Lease Liabilities and Lease Receipts consisted of the following (in millions): Lease Liabilities Lease Receipts Net Lease Obligations Fiscal Year Operating Leases (1) Finance Leases (2) Operating Leases Finance Leases Operating Leases Finance Leases 2024 $ 281 $ 13 $ ( 41 ) $ — $ 240 $ 13 2025 242 8 ( 31 ) — 211 8 2026 206 4 ( 23 ) — 183 4 2027 166 1 ( 15 ) — 151 1 2028 151 — ( 12 ) — 139 — Thereafter 937 — ( 24 ) — 913 — Total undiscounted lease liabilities and receipts $ 1,983 $ 26 $ ( 146 ) $ — $ 1,837 $ 26 Less interest (3) ( 704 ) ( 3 ) Present value of lease liabilities 1,279 23 Less current lease liabilities ( 180 ) ( 11 ) Long-term lease liabilities $ 1,099 $ 12 (1) Operating lease payments include $ 2 million related to extension options that are reasonably certain of being exercised and exclude $ 787 million of legally binding undiscounted minimum lease payments for leases signed but not yet commenced. (2) There were no finance leases for which the extension options are reasonably certain of being exercised and excluded from legally binding minimum lease payments for leases signed but not yet commenced. (3) Calculated using the interest rate for each lease. The following tables provide other information required by ASC 842: Lease Term and Discount Rate July 29, 2023 July 30, 2022 Weighted-average remaining lease term (years) Operating leases 9.7 years 10.4 years Finance leases 2.9 years 3.3 years Weighted-average discount rate Operating leases 8.9 % 9.0 % Finance leases 9.8 % 9.3 % 76 Table of Contents Other Information (in millions) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 249 $ 224 $ 220 Operating cash flows from finance leases $ 2 $ 7 $ 12 Financing cash flows from finance leases $ 10 $ 160 $ 9 Leased assets obtained in exchange for new finance lease liabilities $ — $ 1 $ — Leased assets obtained in exchange for new operating lease liabilities $ 237 $ 292 $ 263 NOTE 12—SHARE-BASED AWARDS As of July 29, 2023, the Company has restricted stock awards and performance share units and stock options outstanding under two equity incentive plans: the 2012 Equity Incentive Plan, as amended and restated (the “2012 Plan”) and the Second Amended and Restated 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). The terms of each stock-based award will be determined by the Board of Directors or the Compensation Committee thereof. As of July 29, 2023, the Company has 1.6 million shares authorized and available for grant under the 2020 Equity Incentive Plan. The authorization for new grants under the 2012 Plan has expired. Share-Based Compensation Expense The following table presents information regarding share-based compensation expenses and the related tax impacts: (in millions) 2023 2022 2021 Restricted stock awards $ 35 $ 36 $ 36 Supervalu replacement awards (1) — — 5 Performance-based share awards 3 7 8 Share-based compensation expense recorded in Operating expenses 38 43 49 Income tax benefit ( 10 ) ( 12 ) ( 13 ) Share-based compensation expense, net of tax $ 28 $ 31 $ 36 Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses (2) $ — $ 1 $ 1 Income tax benefit — — — Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses, net of tax $ — $ 1 $ 1 (1) Amounts are derived primarily from liability classified awards. (2) Includes equity classified awards of $ 1 million for fiscal 2022 and fiscal 2021, respectively. Vesting requirements for awards are generally at the discretion of the Company’s Board of Directors or the Compensation Committee thereof. Time-based vesting awards for employees typically vest in three or four equal installments. The Board of Directors has adopted a policy in connection with the 2020 Equity Incentive Plan that sets forth grant, vesting and settlement dates for equity awards, a one-year vesting period for awards issued to non-employee directors, and a three-year equal installment vesting period for designated employee restricted stock awards. Performance awards have a three-year cliff vest, subject to achievement of the performance objective. As of July 29, 2023, there was $ 45 million of total unrecognized compensation cost related to outstanding share-based compensation arrangements (including restricted stock units and performance-based restricted stock units). This cost is expected to be recognized over a weighted-average period of 1.9 years. 77 Table of Contents Restricted Stock Awards The fair value of restricted stock units and performance share units are determined based on the number of units granted and the quoted price of the Company’s common stock as of the grant date. The following summary presents information regarding restricted stock units, Supervalu Replacement Awards and performance share units: Number of Shares (in millions) Weighted Average Grant-Date Fair Value Outstanding at August 1, 2020 7.4 $ 18.54 Granted 2.4 17.55 Vested ( 2.6 ) 19.94 Forfeited/Canceled ( 0.4 ) 24.11 Outstanding at July 31, 2021 6.8 17.33 Granted 1.2 45.46 Vested ( 2.8 ) 42.06 Forfeited/Canceled ( 0.3 ) 37.68 Outstanding at July 30, 2022 4.9 20.02 Granted 1.7 35.01 Vested ( 3.1 ) 35.48 Forfeited/Canceled ( 0.3 ) 21.55 Outstanding at July 29, 2023 3.2 $ 32.11 (in millions) 2023 2022 2021 Intrinsic value of restricted stock units vested $ 113 $ 125 $ 51 Performance-Based Share Awards During fiscal 2023, the Company granted 0.4 million performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.4 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 36.87 . These performance units are tied to fiscal 2023, 2024 and 2025 performance metrics, including adjusted earnings per share (“EPS”) growth and adjusted return on invested capital (“ROIC”). An insignificant amount of performance share units granted in fiscal 2023 were forfeited during fiscal 2023. During fiscal 2022, the Company granted 0.3 million performance share units to its executives and other senior leaders (subject to the issuance of up to 0.3 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 49.31 . These performance units are tied to fiscal 2022, 2023 and 2024 performance metrics, including adjusted EPS growth and adjusted ROIC. An insignificant amount of performance share units granted in fiscal 2022 were forfeited during fiscal 2023. During fiscal 2021, the Company granted 0.5 million performance share units to its executives and other senior leaders (subject to the issuance of up to 0.3 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 18.19 . These performance units were tied to fiscal 2021, 2022 and 2023 performance metrics, including adjusted EPS growth, adjusted ROIC and adjusted EBITDA leverage. An insignificant amount of performance share units granted in fiscal 2021 were forfeited during fiscal 2023. Based on performance through the performance period ended July 29, 2023, 0.3 million performance share units have been earned and will be issued in fiscal 2024. 78 Table of Contents Stock Options The Company did no t grant options in fiscal 2023, 2022 or 2021. The following summary presents information regarding outstanding stock options as of July 29, 2023 and changes during the fiscal year then ended: Number of Options (in millions) Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at beginning of year 0.5 $ 54.11 1.6 years Exercised — 37.02 Canceled ( 0.2 ) 52.08 Outstanding at end of year 0.3 — 1.1 years $ — Exercisable at end of year 0.3 $ 55.46 1.1 years $ — The aggregate intrinsic value of options exercised during fiscal 2023, 2022 and 2021 was $ 0 million , $ 2 million and $ 1 million, respectively. Supervalu Replacement Awards Pursuant to the Agreement and Plan of Merger, dated July 25, 2018, by and among Supervalu, SUPERVALU Enterprises, Inc., the company and Jedi Merger Sub, Inc., dated as of July 25, 2018, as amended on October 10, 2018 (the “Merger Agreement”), each outstanding Supervalu stock option, whether vested or unvested, that was unexercised immediately prior to the effective time of the merger (“SVU Option”) was converted, effective as of the effective time of the merger, into a stock option exercisable for shares of common stock of the Company (“Supervalu Replacement Options”) in accordance with the adjustment provisions of the Supervalu stock. In addition, each outstanding Supervalu restricted share award, restricted stock unit award, deferred share unit award and performance share unit award (“SVU Equity Award”) was converted, effective as of the effective time of the merger, into time-vesting awards (“Supervalu Replacement Award”) with a settlement value equal to the merger consideration of $ 32.50 per share multiplied by the number of shares of Supervalu common stock subject to such SVU Equity Award. The Supervalu Replacement Awards were liability classified awards as they were ultimately settled in cash or shares at the discretion of the employee. The Supervalu Replacement Awards liabilities were expensed over the service period based on the fixed value of $ 32.50 per share. As of the end of fiscal 2022, there were no longer any outstanding Supervalu Replacement Awards. NOTE 13—BENEFIT PLANS The Company’s employees who participate are covered by various contributory and non-contributory pension, 401(k) plans, and other health and welfare benefits. The Company’s primary defined benefit pension plans are the SUPERVALU INC. Retirement Plans and certain supplemental executive retirement plans. These plans were closed to new participants and service crediting ended for all participants as of December 31, 2007. Pay increases were reflected in the amount of benefits accrued in these plans until December 31, 2012. Approximately 65 % of the 10,667 union employees participate in multiemployer defined benefit pension plans under collective bargaining agreements. The remaining either participate in plans sponsored by the Company or are not currently eligible to participate in a retirement plan. In addition to sponsoring both defined benefit and defined contribution pension plans, the Company provides healthcare and life insurance benefits for eligible retired employees under postretirement benefit plans. The Company also provides certain health and welfare benefits, including short-term and long-term disability benefits, to inactive disabled employees prior to retirement. The terms of the postretirement benefit plans vary based on employment history, age and date of retirement. For many retirees, the Company provides a fixed dollar contribution and retirees pay contributions to fund the remaining cost. 79 Table of Contents Defined Benefit Pension and Other Postretirement Benefit Plans For the defined benefit pension plans, the accumulated benefit obligation is equal to the projected benefit obligation. The benefit obligation, fair value of plan assets and funded status of our defined benefit pension plans and other postretirement benefit plans consisted of the following: 2023 2022 (in millions) Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits Changes in Benefit Obligation Benefit obligation at beginning of year $ 1,706 $ 12 $ 2,093 $ 18 Actuarial gain ( 121 ) ( 1 ) ( 322 ) ( 4 ) Benefits paid ( 103 ) — ( 103 ) ( 1 ) Interest cost 63 — 38 — Settlements paid — — — ( 1 ) Benefit obligation at end of year 1,545 11 1,706 12 Changes in Plan Assets Fair value of plan assets at beginning of year 1,716 — 2,118 — Actual return on plan assets ( 55 ) — ( 300 ) — Benefits paid ( 103 ) ( 1 ) ( 103 ) ( 1 ) Settlements paid — — — ( 1 ) Employer contributions 1 1 1 2 Fair value of plan assets at end of year 1,559 — 1,716 — Funded (unfunded) status at end of year $ 14 $ ( 11 ) $ 10 $ ( 12 ) The actuarial gain on projected pension benefit obligations in fiscal 2023 was primarily the result of a 81 basis points increase in the discount rate on the SUPERVALU INC. Retirement Plan. The actuarial gain on projected pension benefit obligations in fiscal 2022 was primarily the result of a 158 basis points increase in the discount rate on the SUPERVALU INC. Retirement Plan, and updated mortality assumptions. The funded status of our pension benefits contains plans with individually funded and underfunded statuses. Our other postretirement benefits consist of one plan as shown above. The following table provides the funded status of individual projected pension benefit plan obligations and the fair value of plan assets for these plans: (in millions) SUPERVALU INC. Retirement Plan Other Pension Plan Total Pension Benefits July 29, 2023: Fair value of plan assets at end of year $ 1,559 $ — $ 1,559 Benefit obligation at end of year ( 1,539 ) ( 6 ) ( 1,545 ) Funded (unfunded) status at end of year $ 20 $ ( 6 ) $ 14 SUPERVALU INC. Retirement Plan Other Pension Plan Total Pension Benefits July 30, 2022: Fair value of plan assets at end of year $ 1,716 $ — $ 1,716 Benefit obligation at end of year ( 1,698 ) ( 8 ) ( 1,706 ) Funded (unfunded) status at end of year $ 18 $ ( 8 ) $ 10 80 Table of Contents Net periodic benefit (income) cost and other changes in plan assets and benefit obligations recognized consist of the following: 2023 2022 2021 (in millions) Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits Net Periodic Benefit (Income) Cost Expected return on plan assets $ ( 95 ) $ — $ ( 82 ) $ — $ ( 104 ) $ — Interest cost 63 — 38 — 37 — Amortization of prior service cost (credit) — 3 — 3 — ( 1 ) Amortization of net actuarial loss (gain) — — 1 — 1 ( 1 ) Settlement gain — — — — — ( 17 ) Net periodic benefit (income) cost ( 32 ) 3 ( 43 ) 3 ( 66 ) ( 19 ) Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive (Loss) Income Net actuarial loss (gain) 29 ( 1 ) 59 ( 3 ) ( 225 ) ( 8 ) Prior service cost — — — — — 25 Amortization of prior service (cost) benefit — ( 3 ) — ( 3 ) — 3 Amortization of net actuarial (gain) loss — — — — ( 1 ) 1 Total expense (benefit) recognized in Other comprehensive (loss) income 29 ( 4 ) 59 ( 6 ) ( 226 ) 21 Total (benefit) expense recognized in net periodic benefit cost (income) and Other comprehensive (loss) income $ ( 3 ) $ ( 1 ) $ 16 $ ( 3 ) $ ( 292 ) $ 2 Amounts recognized in the Consolidated Balance Sheets as of July 29, 2023 and July 30, 2022 consist of the following: July 29, 2023 July 30, 2022 (in millions) Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits Other long-term assets $ 20 $ — $ 18 $ — Pension and other postretirement benefit obligations ( 6 ) ( 10 ) ( 6 ) ( 12 ) Accrued compensation and benefits — ( 1 ) ( 2 ) — Total $ 14 $ ( 11 ) $ 10 $ ( 12 ) 81 Table of Contents Benefit Plan Assumptions Weighted average assumptions used to determine benefit obligations and net periodic benefit (income) cost consisted of the following: 2023 2022 2021 Benefit obligation assumptions: Discount rate 5.01 % - 5.03 % 4.20 % - 4.26 % 2.62 % - 2.75 % Net periodic benefit (income) cost assumptions: Discount rate 4.20 % - 4.26 % 2.62 % - 2.75 % 1.17 % - 2.27 % Rate of compensation increase — — — Expected return on plan assets (1) 6.00 % 4.25 % - 4.50 % 1.00 % - 5.50 % Interest credit 5.00 % 5.00 % 5.00 % (1) Expected return on plan assets is estimated by utilizing forward-looking, long-term return, risk and correlation assumptions developed and updated annually by the Company. These assumptions are weighted by the actual or target allocation to each underlying asset class represented in the pension plan master trust. The Company also assesses the expected long-term return on plan assets assumption by comparison to long-term historical performance on an asset class basis to ensure the assumption is reasonable. Long-term trends are also evaluated relative to market factors such as inflation, interest rates, and fiscal and monetary policies in order to assess the capital market assumptions. The Company reviews and selects the discount rate to be used in connection with measuring its pension and other postretirement benefit obligations annually. In determining the discount rate, the Company uses the yield on corporate bonds (rated AA or better) that coincides with the cash flows of the plans’ estimated benefit payouts. The model uses a yield curve approach to discount each cash flow of the liability stream at an interest rate specifically applicable to the timing of each respective cash flow. The model totals the present values of all cash flows and calculates the equivalent weighted average discount rate by imputing the singular interest rate that equates the total present value with the stream of future cash flows. This resulting weighted average discount rate is then used in evaluating the final discount rate to be used. For those retirees whose health plans provide for variable employer contributions, the assumed healthcare cost trend rate used in measuring the accumulated postretirement benefit obligation before age 65 was 7.10 % as of July 29, 2023. The assumed healthcare cost trend rate for retirees before age 65 will decrease each year through fiscal 2030, until it reaches the ultimate trend rate of 4.50 %. For those retirees whose health plans provide for variable employer contributions, the assumed healthcare cost trend rate used in measuring the accumulated postretirement benefit obligation after age 65 was 6.20 % as of July 29, 2023. Pension Plan Assets Pension plan assets are held in a master trust and invested in separately managed accounts and other commingled investment vehicles holding fixed income securities, domestic equity securities, private equity securities, international equity securities and real estate securities. The Company employs a liability hedging approach, targeting a level of risk commensurate with keeping pace with the growth of plan liabilities. Risk is managed through diversification across asset classes, multiple investment manager portfolios and both general and portfolio-specific investment guidelines. Risk tolerance is established through careful consideration of the plan liabilities, plan funded status and the Company’s financial condition. This asset allocation policy mix is reviewed annually and actual versus target allocations are monitored regularly and rebalanced on an as-needed basis. Plan assets are invested using a combination of active and passive investment strategies. Passive, or “indexed” strategies, attempt to mimic rather than exceed the investment performance of a market benchmark. The plan’s active investment strategies employ multiple investment management firms. Managers within each asset class cover a range of investment styles and approaches and are combined in a way that controls for capitalization, and style biases (equities) and interest rate exposures (fixed income) versus benchmark indices. Monitoring activities to evaluate performance against targets and measure investment risk take place on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. 82 Table of Contents The asset allocation targets and the actual allocation of pension plan assets are as follows: Asset Category Target 2023 2022 Fixed income 85.0 % 85.1 % 85.0 % Domestic equity 5.5 % 5.3 % 5.4 % Private equity 4.0 % 4.0 % 5.3 % International equity 3.5 % 3.5 % 2.3 % Real estate 2.0 % 2.1 % 2.0 % Total 100.0 % 100.0 % 100.0 % The following is a description of the valuation methodologies used for investments measured at fair value: Common stock - Valued at the closing price reported in the active market in which the individual securities are traded. Common collective trusts - Investments in common/collective trust funds are stated at net asset value (“NAV”) as determined by the issuer of the common/collective trust funds and is based on the fair value of the underlying investments held by the fund less its liabilities. The majority of the common/collective trust funds have a readily determinable fair value and are classified as Level 2. Other investments in common/collective trust funds determine NAV on a less frequent basis and/or have redemption restrictions. For these investments, NAV is used as a practical expedient to estimate fair value. Corporate bonds - Valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the fair value is based upon an industry valuation model, which maximizes observable inputs. Government securities - Certain government securities are valued at the closing price reported in the active market in which the security is traded. Other government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. Mortgage backed securities - Valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar securities, the fair value is based upon an industry valuation model, which maximizes observable inputs. Private equity and real estate partnerships - Valued based on NAV provided by the investment manager, updated for any subsequent partnership interests’ cash flows or expected changes in fair value. The NAV is used as a practical expedient to estimate fair value. Other - Consists primarily of options, futures, and money market investments priced at $1 per unit. The valuation methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement. 83 Table of Contents The fair value of assets held in the master trust for defined benefit pension plans as of July 29, 2023, by asset category, consisted of the following (in millions): Level 1 Level 2 Level 3 Measured at NAV as a Practical Expedient Total Common stock $ 46 $ — $ — $ — $ 46 Common collective trusts — 541 — — 541 Corporate bonds — 582 — — 582 Government securities — 161 — — 161 Mortgage-backed securities — 30 — — 30 Other 100 3 — — 103 Private equity and real estate partnerships — — — 96 96 Total plan assets at fair value $ 146 $ 1,317 $ — $ 96 $ 1,559 The fair value of assets held in the master trust for defined benefit pension plans as of July 30, 2022, by asset category, consisted of the following (in millions): Level 1 Level 2 Level 3 Measured at NAV as a Practical Expedient Total Common stock $ 42 $ — $ — $ — $ 42 Common collective trusts — 949 — 3 952 Corporate bonds — 390 — — 390 Government securities — 175 — — 175 Mortgage-backed securities — 28 — — 28 Other 12 2 — — 14 Private equity and real estate partnerships — — — 115 115 Total plan assets at fair value $ 54 $ 1,544 $ — $ 118 $ 1,716 Contributions No minimum pension contributions were required to be made under the SUPERVALU INC. Retirement Plan under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) in fiscal 2023. The Company expects to contribute approximately $ 1 million to its other defined benefit pension plans and $ 1 million to its postretirement benefit plans in fiscal 2024. The Company funds its defined benefit pension plans based on the minimum contribution required under the Internal Revenue Code, ERISA, the Pension Protection Act of 2006 and other applicable laws, as determined by our external actuarial consultant, and additional contributions made at its discretion. The Company may accelerate contributions or undertake contributions in excess of the minimum requirements from time to time subject to the availability of cash in excess of operating and financing needs or other factors as may be applicable. The Company assesses the relative attractiveness of the use of cash including such factors as expected return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit Guaranty Corporation variable rate premiums or the ability to achieve exemption from participant notices of underfunding. 84 Table of Contents Estimated Future Benefit Payments The estimated future benefit payments to be made from our defined benefit pension and other postretirement benefit plans, which reflect expected future service, are as follows (in millions): Fiscal Year Pension Benefits Other Postretirement Benefits 2024 $ 124 $ 1 2025 117 1 2026 117 1 2027 116 1 2028 114 1 Years 2029-2033 565 4 Defined Contribution Plan The Company sponsors a defined contribution and profit sharing plan pursuant to Section 401(k) of the Internal Revenue Code. Employees may contribute a portion of their eligible compensation to the plan on a pre-tax or after-tax Roth basis. The Company matches a portion of certain employee contributions by contributing cash into the investment options selected by the employees. The total amount contributed by the Company to the plan is determined by plan provisions or at the Company’s discretion. Total employer contribution expenses for this plan were $ 30 million, $ 29 million and $ 27 million for fiscal 2023, 2022 and 2021, respectively. Post-Employment Benefits The Company recognizes an obligation for benefits provided to former or inactive employees. The Company is self-insured for certain disability plan programs, which comprise the primary benefits paid to inactive employees prior to retirement. As of July 29, 2023 there was $ 4 million of Accrued compensation and benefits and $ 4 million of Other long-term liabilities recognized in the Consolidated Balance Sheets. As of July 30, 2022 there was $ 4 million of Accrued compensation and benefits and $ 5 million of Other long-term liabilities . Multiemployer Pension Plans The Company contributes to various multiemployer pension plans under collective bargaining agreements, primarily defined benefit pension plans. These multiemployer plans generally provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Plan trustees typically are responsible for determining the level of benefits to be provided to participants as well as the investment of the assets and plan administration. Trustees are appointed in equal number by employers and the unions that are parties to the relevant collective bargaining agreements. Expense is recognized in connection with these plans as contributions are funded, in accordance with GAAP. The risks of participating in these multiemployer plans are different from the risks associated with single-employer plans in the following respects: • Assets contributed to the multiemployer plan by one employer are held in trust and may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chose to stop participating in some multiemployer plans, or make market exits or closures or otherwise have participation in the plan drop below certain levels, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. 85 Table of Contents The Company’s participation in these plans is outlined in the table below. The EIN-Pension Plan Number column provides the Employer Identification Number (“EIN”) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act (“PPA”) zone status available in 2022 relates to the plans’ most recent fiscal year-end. The zone status is based on information that we received from the plan and is annually certified by each plan’s actuary. Among other factors, deep red zone status or critical and declining plans are generally less than 65 % funded and are projected to become insolvent within 15 to 20 years, red zone status plans are generally less than 65 % funded and are considered in critical status, yellow zone status plans are less than 80 % funded and are considered in endangered or seriously endangered status, and green zone plans are at least 80 % funded. The FIP/RP Status Pending/Implemented column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented by the trustees of each plan. The American Rescue Plan Act of 2021 (“ARPA”) created the Special Financial Assistance (“SFA”) Program to permit financially troubled multiemployer plans to apply for a cash payment intended to keep plans solvent and able to pay benefits through 2051. As July 29, 2023, certain plans in which the Company participates have applied for or received SFA, and other plans in which the Company participates are expected to apply. Certain plans have been aggregated in the All Other Multiemployer Pension Plans line in the following table, as the contributions to each of these plans are not individually material. None of our collective bargaining agreements require that a minimum contribution be made to these plans. At the date the financial statements were issued, Form 5500 for these plans were generally not available for the plan years ending in 2022. The following table contains information about the Company’s significant multiemployer plans from which the Company has not withdrawn (in millions): Pension Protection Act Zone Status Contributions Pension Fund EIN-Pension Plan Number Plan Month/Day End Date 2022 FIP/RP Status Pending/Implemented 2023 2022 2021 Surcharges Imposed (1) Minneapolis Food Distributing Industry Pension Plan 416047047-001 12/31 Green No $ 12 $ 11 $ 12 No Minneapolis Retail Meat Cutters and Food Handlers Pension Fund 410905139-001 2/28 Red Implemented 13 10 10 No Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Plan 832598425-001 12/31 NA NA 3 4 4 NA Central States, Southeast & Southwest Areas Pension Plan 366044243-001 12/31 Deep Red Implemented 5 5 6 No UFCW Unions and Participating Employers Pension Plan 526117495-002 12/31 Red Implemented 3 3 3 No Western Conference of Teamsters Pension Plan 916145047-001 12/31 Green No 10 10 10 No UFCW Unions and Employers Pension Plan (2) 396069053-001 NA NA NA — — 1 NA All Other Multiemployer Pension Plans (3) 2 2 2 Total $ 48 $ 45 $ 48 (1) PPA surcharges are 5 % or 10 % of eligible contributions and may not apply to all collective bargaining agreements or total contributions to each plan. (2) The Company withdrew from this plan in fiscal 2021 and made no contributions in fiscal 2022 or fiscal 2023. The plan was included in the table above for contributions made in fiscal 2021. (3) All Other Multiemployer Pension Plans includes 3 plans, no ne of which are individually significant when considering contributions to the plan, severity of the underfunded status or other factors. 86 Table of Contents The following table describes the expiration of the Company’s collective bargaining agreements associated with the significant multiemployer plans in which we participate: Most Significant Collective Bargaining Agreement Pension Fund Range of Collective Bargaining Agreement Expiration Dates Total Collective Bargaining Agreements Expiration Date % of Associates under Collective Bargaining Agreement (1) Over 5% Contributions 2022 Minneapolis Food Distributing Industry Pension Plan 5/31/2026 1 5/31/2026 100.0 % ☒ Minneapolis Retail Meat Cutters and Food Handlers Pension Fund 3/4/2025 1 3/4/2025 100.0 % ☒ Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Fund 3/4/2025 1 3/4/2025 100.0 % ☒ Central States, Southeast and Southwest Areas Pension Fund 6/03/2024 - 5/31/2025 4 8/3/2024 37.9 % ☐ UFCW Unions and Participating Employers Pension Fund 07/12/2024 2 7/12/2024 75.0 % ☒ Western Conference of Teamsters Pension Plan Trust 4/30/2024 - 9/20/2026 13 9/20/2026 24.9 % ☐ (1) Company participating employees in the most significant collective bargaining agreement as a percent of all Company employees represented under the applicable collective bargaining agreements. In fiscal 2021, the Company withdrew from participating in three Retail multiemployer pension plans, resulting in a $ 63 million withdrawal charge, which is recorded within Operating expenses within our Consolidated Statements of Operations, Other long-term liabilities on the Consolidated Balance Sheets and within changes in operating assets and liabilities within Accrued expenses and other liabilities in the Consolidated Statements of Cash Flows. In fiscal 2022, the Company updated its estimated withdrawal liability, which resulted in an $ 8 million benefit recorded within Operating expenses. As of July 29, 2023, accrued multiemployer pension plan withdrawal liabilities included in Other long-term liabilities and Accrued compensation and benefits were $ 73 million and $ 7 million, respectively, for 13 multiemployer plans. As of July 30, 2022 amounts included in Other long-term liabilities and Accrued compensation and benefits were $ 94 million and $ 7 million, respectively. Payments associated with these liabilities are required to be made over varying time periods, but principally over the next 20 years. Multiemployer Benefit Plans Other than Pensions The Company also makes contributions to multiemployer health and welfare plans in amounts set forth in the related collective bargaining agreements. These plans provide medical, dental, pharmacy, vision and other ancillary benefits to active employees and retirees as determined by the trustees of each plan. The vast majority of the Company’s contributions benefit active employees and as such, may not constitute contributions to a postretirement benefit plan. However, the Company is unable to separate contribution amounts to postretirement benefit plans from contribution amounts paid to benefit active employees. The Company contributed $ 85 million, $ 81 million and $ 78 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively, to multiemployer health and welfare plans. If healthcare provisions within these plans cannot be renegotiated in a manner that reduces the prospective healthcare cost as we intend, our Operating expenses could increase in the future. Collective Bargaining Agreements As of July 29, 2023, we had approximately 29,455 employees. Approximately 10,667 employees are covered by 49 collective bargaining agreements. During fiscal 2023, 9 collective bargaining agreements covering approximately 4,730 employees were renegotiated and 2 collective bargaining agreements covering approximately 90 employees expired without their terms being renegotiated. Negotiations are expected to continue with the bargaining units representing the employees subject to those agreements. During fiscal 2024, 14 collective bargaining agreements covering approximately 4,210 employees are scheduled to expire. 87 Table of Contents NOTE 14—INCOME TAXES Income Tax (Benefit) Expense For fiscal 2023, (loss) income before income taxes consists of $( 1 ) million from U.S. continuing operations and $ 8 million from foreign continuing operations. Income before income taxes for fiscal 2022 consists of $ 302 million from U.S. continuing operations and $ 8 million from foreign continuing operations. Income before income taxes for fiscal 2021 consists of $ 175 million from U.S. continuing operations and $ 8 million from foreign continuing operations. The total (benefit) provision for income taxes included in the Consolidated Statements of Operations consisted of the following: (in millions) 2023 2022 2021 Continuing operations $ ( 23 ) $ 56 $ 34 Discontinued operations — — ( 1 ) Total $ ( 23 ) $ 56 $ 33 The income tax (benefit) expense in continuing operations was allocated as follows: (in millions) 2023 2022 2021 Income tax (benefit) expense $ ( 23 ) $ 56 $ 34 Other comprehensive (loss) income ( 2 ) 11 65 Total $ ( 25 ) $ 67 $ 99 Total federal, state and foreign income tax (benefit) expense in continuing operations consists of the following: (in millions) Current Deferred Total Fiscal 2023 U.S. Federal $ 23 $ ( 36 ) $ ( 13 ) State and Local ( 11 ) ( 1 ) ( 12 ) Foreign 1 1 2 $ 13 $ ( 36 ) $ ( 23 ) Fiscal 2022 U.S. Federal $ ( 7 ) $ 45 $ 38 State and Local 6 9 15 Foreign 2 1 3 $ 1 $ 55 $ 56 Fiscal 2021 U.S. Federal $ 30 $ ( 8 ) $ 22 State and Local 7 2 9 Foreign 2 1 3 $ 39 $ ( 5 ) $ 34 88 Table of Contents Total income tax (benefit) expense in continuing operations was different than the amounts computed by applying the statutory federal income tax rate to income before income taxes because of the following: (in millions) 2023 2022 2021 Computed “expected” tax expense $ 1 $ 66 $ 39 State and local income tax, net of Federal income tax benefit ( 1 ) 18 10 Non-deductible expenses 3 13 7 Tax effect of share-based compensation ( 9 ) ( 31 ) ( 3 ) General business credits ( 8 ) ( 3 ) ( 6 ) Unrecognized tax benefits ( 16 ) ( 6 ) ( 4 ) Enhanced inventory donations ( 1 ) ( 2 ) ( 3 ) Changes in valuation allowance (1) 4 1 1 Other, net (1) 4 — ( 7 ) Total income tax (benefit) expense $ ( 23 ) $ 56 $ 34 (1) Immaterial prior period amounts that were included in the other, net category have been reclassified to conform with current period presentation. Uncertain Tax Positions A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: (in millions) 2023 2022 2021 Unrecognized tax benefits at beginning of period $ 19 $ 27 $ 32 Unrecognized tax benefits added during the period 5 — 6 Decreases in unrecognized tax benefits due to statute expiration ( 5 ) ( 7 ) ( 8 ) Decreases in unrecognized tax benefits due to settlements ( 8 ) ( 1 ) ( 3 ) Unrecognized tax benefits at end of period $ 11 $ 19 $ 27 In addition, the Company has $ 1 million paid on deposit to various governmental agencies to cover the above liability. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. For fiscal 2023, 2022 and 2021, total accrued interest and penalties was $ 1 million, $ 6 million and $ 6 million, respectively. The Company is currently under examination in several taxing jurisdictions and remains subject to examination until the statute of limitations expires for the respective taxing jurisdiction or an agreement is reached between the taxing jurisdiction and the Company. As of July 29, 2023, the Company is no longer subject to federal income tax examinations for fiscal years before 2016 and in most states is no longer subject to state income tax examinations for fiscal years before 2011 and 2016 for Supervalu and the Company, respectively. Due to the implementation of the CARES Act, NOLs were carried back into fiscal years 2014 and 2015, which extends the federal statute of limitations on those years up to the amount of the carryback claim. Based on the possibility of the closing of pending audits and appeals, or expiration of the statute of limitations, the Company does not anticipate that the amount of unrecognized tax benefits will change significantly during the next 12 months. 89 Table of Contents Deferred Tax Assets and Liabilities The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and deferred tax liabilities at July 29, 2023 and July 30, 2022 are presented below: (in millions) July 29, 2023 July 30, 2022 Deferred tax assets: Compensation and benefits related $ 29 $ 50 Accounts receivable, principally due to allowances for uncollectible accounts 4 4 Accrued expenses 52 37 Net operating loss carryforwards 10 14 Other tax carryforwards (interest, charitable contributions) 32 15 Foreign tax credits 1 1 Intangible assets 50 50 Lease liabilities 333 319 Other deferred tax assets 6 — Total gross deferred tax assets 517 490 Less valuation allowance ( 7 ) ( 5 ) Net deferred tax assets $ 510 $ 485 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation $ 141 $ 159 Inventories 15 29 Lease right of use assets 317 304 Interest rate swap agreements 5 1 Total deferred tax liabilities 478 493 Net deferred tax assets (liabilities) $ 32 $ ( 8 ) Tax Credits and Valuation Allowances At July 29, 2023, the Company had gross deferred tax assets of approximately $ 517 million. The Company regularly reviews its deferred tax assets for recoverability to evaluate whether it is more likely than not that they will be realized. In making this evaluation, the Company considers the statutory recovery periods for the assets, along with available sources of future taxable income, including reversals of existing taxable temporary differences, tax planning strategies, history of taxable income, and projections of future income. The Company gives more significance to objectively verifiable evidence, such as the existence of deferred tax liabilities that are forecast to generate taxable income within the relevant carryover periods, and a history of earnings. A valuation allowance is provided when the Company concludes, based on all available evidence, that it is more likely than not that the deferred tax assets will not be realized during the applicable recovery period. The Company has reviewed these factors in evaluating the recoverability of its deferred tax assets. As of July 29, 2023, the Company anticipates sufficient future taxable income to realize all of its deferred tax assets within the applicable recovery periods with the exception of certain foreign tax credits, charitable contribution carryovers and state net operating losses. Accordingly, the Company has established valuation allowances against that portion of its charitable contribution carryovers, state net operating losses and foreign tax credits that, in the Company’s judgment, are not likely to be realized within the applicable recovery periods. At July 29, 2023, the Company had net operating loss carryforwards of approximately $ 1 million for federal income tax purposes that are subject to an annual limitation of approximately $ 0.3 million under Internal Revenue Code Section 382. These Section 382-limited carryforwards expire at various times through fiscal year 2027. As of July 29, 2023, the Company anticipates sufficient future taxable income over the periods in which the net operating losses can be utilized. The Company also has the availability of future reversals of taxable temporary differences that are expected to generate taxable income in the future. Therefore, the ultimate realization of net operating losses for federal purposes appears more likely than not at July 29, 2023 and correspondingly no valuation allowance has been established. 90 Table of Contents At July 29, 2023, the Company had disallowed charitable contribution carryforwards of approximately $ 45 million that are available for carryforward over five years. As of July 29, 2023, the Company anticipates sufficient future taxable income to utilize $ 30 million of these charitable contribution carryovers within the applicable five-year carryforward periods. The Company has established a valuation allowance against the $ 15 million of charitable contribution carryovers that, in the Company’s judgement, are not likely to be realized within the applicable recovery period. The retained earnings of the Company’s non-U.S. subsidiary were subject to deemed U.S. repatriation and taxation during fiscal 2017 pursuant to the Tax Cuts and Jobs Act, and existing foreign tax credits were utilized to offset the resulting liability. We have established a deferred tax asset for the remaining U.S. foreign tax credits of $ 1 million. Such credits are offset by a valuation allowance. Effective Tax Rate The Company’s effective income tax rate for continuing operations was a benefit rate of 328.6 % on pre-tax income for fiscal 2023 as compared to an expense rate of 18.1 % and 18.6 % on pre-tax income for fiscal 2022 and 2021, respectively. For fiscal 2021, the effective tax rate was reduced by solar and employment tax credits, including the tax credit impact of a fiscal 2021 investment in an equity method partnership, the recognition of previously unrecognized tax benefits, excess tax deductions attributable to share-based compensation and inventory deductions, as well as the impact of favorable return-to-provision adjustments. For fiscal 2022, the effective tax rate was reduced by the impact of discrete tax benefits related to employee stock awards and the release of unrecognized tax positions, partially offset by non-deductible executive compensation. For fiscal 2023, the effective tax rate was impacted by solar credits, including the tax credit impact of a fiscal 2023 investment in an equity method partnership and solar credits associated with a solar array installation at the Company’s Howell Township, New Jersey facility. The effective tax rate was also impacted by the recognition of previously unrecognized tax benefits and excess tax deductions attributable to share-based compensation. The combined impact of these fiscal 2023 tax benefits exceeded pre-tax income, generating an overall tax benefit rate for fiscal 2023. NOTE 15—EARNINGS PER SHARE The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share: (in millions, except per share data) 2023 2022 2021 Basic weighted average shares outstanding 59.2 58.0 56.1 Net effect of dilutive stock awards based upon the treasury stock method 1.5 3.0 3.9 Diluted weighted average shares outstanding 60.7 61.0 60.0 Basic earnings per share (1) : Continuing operations $ 0.41 $ 4.28 $ 2.55 Discontinued operations $ — $ — $ 0.10 Basic earnings per share $ 0.41 $ 4.28 $ 2.65 Diluted earnings per share (1) : Continuing operations $ 0.40 $ 4.07 $ 2.38 Discontinued operations $ — $ — $ 0.09 Diluted earnings per share $ 0.40 $ 4.07 $ 2.48 Anti-dilutive share-based awards excluded from the calculation of diluted earnings per share 0.8 0.5 0.9 (1) Earnings per share amounts are calculated using actual unrounded figures. 91 Table of Contents NOTE 16—BUSINESS SEGMENTS The Company has two reportable segments: Wholesale and Retail. These reportable segments are two distinct businesses, each with a different customer base, marketing strategy and management structure. The Company organizes and operates the Wholesale reportable segment through three U.S geographic regions: East, Central and West, and Canada Wholesale, which is operated separately from the U.S. Wholesale business. The U.S. Wholesale and Canada Wholesale operating segments have similar products and services, customer channels, distribution methods and economic characteristics, and therefore have been aggregated into a single reportable segment. Reportable segments are reviewed on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred. The Wholesale reportable segment is engaged in the distribution of grocery and non-food products, and provides support services to retailers in the United States and Canada. The Retail reportable segment derives revenues from the sale of groceries and other products at retail locations operated by the Company. The Company has additional operating segments that do not meet the quantitative thresholds for reportable segments and are therefore aggregated under the caption of Other. Other includes a single location food manufacturing business, which engages in the importing, roasting, packaging and distributing of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections, and the Company’s natural branded product lines, primarily Blue Marble Brands. Other also includes certain corporate operating expenses that are not allocated to operating segments, which include, among other expenses, restructuring, acquisition and integration related expenses, share-based compensation, and salaries, retainers, and other related expenses of certain officers and all directors. Wholesale records revenues related to sales to Retail at gross margin rates consistent with sales to other similar wholesale customers. Segment earnings include revenues and costs attributable to each of the respective business segments and certain allocated corporate overhead, based on the segment’s estimated consumption of corporately managed resources. The Company’s measure of segment profit is Adjusted EBITDA, as disclosed below. The Company allocates certain corporate capital expenditures and identifiable assets to its business segments and retains certain depreciation expense related to those assets within Other. Non-operating expenses that are not allocated to the operating segments are included in the Other segment. 92 Table of Contents The following table provides information by reportable segment, including continuing operations Net sales, Adjusted EBITDA, with a reconciliation to Income from continuing operations before income taxes, depreciation and amortization, and payments for capital expenditures: (in millions) 2023 2022 2021 Net sales: Wholesale (1) $ 29,142 $ 27,824 $ 25,873 Retail 2,480 2,468 2,442 Other 224 219 219 Eliminations ( 1,574 ) ( 1,583 ) ( 1,584 ) Total Net sales $ 30,272 $ 28,928 $ 26,950 Continuing operations Adjusted EBITDA: Wholesale $ 540 $ 696 $ 677 Retail 70 98 98 Other 31 44 ( 10 ) Eliminations ( 1 ) ( 9 ) 1 Adjustments: Net income attributable to noncontrolling interests 6 6 6 Net periodic benefit income, excluding service cost 29 40 85 Interest expense, net ( 144 ) ( 155 ) ( 204 ) Other income, net 2 2 8 Depreciation and amortization ( 304 ) ( 285 ) ( 285 ) Share-based compensation (2) ( 38 ) ( 43 ) ( 49 ) LIFO charge ( 119 ) ( 158 ) ( 24 ) Restructuring, acquisition, and integration related expenses ( 8 ) ( 21 ) ( 56 ) (Loss) gain on sale of assets and other asset charges ( 30 ) 87 4 Multi-employer pension plan withdrawal (charges) benefit ( 1 ) 8 ( 63 ) Other retail expense ( 1 ) — ( 5 ) Business transformation costs ( 25 ) — — Income from continuing operations before income taxes $ 7 $ 310 $ 183 Depreciation and amortization: Wholesale $ 263 $ 254 $ 252 Retail 36 29 29 Other 5 2 4 Total depreciation and amortization $ 304 $ 285 $ 285 Payments for capital expenditures: Wholesale $ 290 $ 224 $ 285 Retail 33 27 25 Total capital expenditures $ 323 $ 251 $ 310 (1) For fiscal 2023, 2022 and 2021, as presented in Note 3—Revenue Recognition, the Company recorded $ 1,331 million, $ 1,358 million and $ 1,381 million, respectively, within Net sales in its Wholesale reportable segment attributable to Wholesale to Retail sales that have been eliminated upon consolidation. (2) Fiscal 2022 and 2021 include an immaterial amount of liability-settled share compensation expense. 93 Table of Contents Total assets by reportable segment were as follows: (in millions) July 29, 2023 July 30, 2022 Assets: Wholesale $ 6,405 $ 6,733 Retail 648 599 Other 377 335 Eliminations ( 36 ) ( 39 ) Total assets $ 7,394 $ 7,628 NOTE 17—COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS Guarantees and Contingent Liabilities The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of July 29, 2023. These guarantees were generally made to support the business growth of wholesale customers. The guarantees are generally for the entire terms of the leases, fixture financing loans or other debt obligations with remaining terms that range from less than one year to seven years , with a weighted average remaining term of approximately four years . For each guarantee issued, if the wholesale customer or other third-party defaults on a payment, the Company would be required to make payments under its guarantee. Generally, the guarantees are secured by indemnification agreements or personal guarantees. The Company reviews performance risk related to its guarantee obligations based on internal measures of credit performance. As of July 29, 2023, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 15 million ($ 12 million on a discounted basis). Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of July 29, 2023, a total estimated loss of $ 1 million is recorded in the Consolidated Balance Sheets. The Company is a party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters in the ordinary course of business, which indemnities may be secured by operation of law or otherwise. These agreements primarily relate to the Company’s commercial contracts, service agreements, contracts entered into for the purchase and sale of stock or assets, operating leases and other real estate contracts, financial agreements, agreements to provide services to the Company and agreements to indemnify officers, directors and employees in the performance of their work. While the Company’s aggregate indemnification obligations could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability. No amount has been recorded in the Consolidated Balance Sheets for these contingent obligations as the fair value has been determined to be de minimis. In connection with Supervalu’s sale of New Albertson’s, Inc. (“NAI”) on March 21, 2013, the Company remains contingently liable with respect to certain self-insurance commitments and other guarantees as a result of parental guarantees issued by Supervalu with respect to the obligations of NAI that were incurred while NAI was Supervalu’s subsidiary. Based on the expected settlement of the self-insurance claims that underlie the Company’s commitments, the Company believes that such contingent liabilities will continue to decline. Subsequent to the sale of NAI, NAI collateralized most of these obligations with letters of credit and surety bonds to numerous state governmental authorities. Because NAI remains a primary obligor on these self-insurance and other obligations and has collateralized most of the self-insurance obligations for which the Company remains contingently liable, the Company believes that the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Consolidated Balance Sheets for these guarantees, as the fair value has been determined to be de minimis. 94 Table of Contents Agreements with Save-A-Lot and Onex The Agreement and Plan of Merger pursuant to which Supervalu sold the Save-A-Lot business in 2016 (the “SAL Merger Agreement”) contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and covenants, and certain other specified matters, on the terms and subject to the limitations set forth in the SAL Merger Agreement. Similarly, Supervalu entered into a Separation Agreement (the “Separation Agreement”) with Moran Foods, LLC d/b/a Save-A-Lot (“Moran Foods”), which contains indemnification obligations and covenants related to the separation of the assets and liabilities of the Save-A-Lot business from the Company. The Company also entered into a Services Agreement with Moran Foods (the “Services Agreement”), pursuant to which the Company provided Save-A-Lot with various technical, human resources, finance and other operational services. The Company primarily ceased providing services under the Services Agreement in fiscal 2022. The Services Agreement generally requires each party to indemnify the other party against third-party claims arising out of the performance of or the provision or receipt of services under the Services Agreement. While the Company’s aggregate indemnification obligations to Save-A-Lot and Onex, the purchaser of Save-A-Lot, could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability. The Company has recorded the de minimis fair value of the guarantee in the Consolidated Balance Sheets within Other long-term liabilities. Other Contractual Commitments In the ordinary course of business, the Company enters into supply contracts to purchase products for resale, and service contracts for fixed asset and information technology systems. These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. As of July 29, 2023, the Company had approximately $ 685 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year. Legal Proceedings The Company is one of dozens of companies that have been named in various lawsuits alleging that drug manufacturers, retailers and distributors contributed to the national opioid epidemic. Currently, UNFI, primarily through its subsidiary, Advantage Logistics, is named in approximately 43 suits pending in the United States District Court for the Northern District of Ohio where thousands of cases have been consolidated as Multi-District Litigation (“MDL”). In accordance with the Stock Purchase Agreement dated January 10, 2013, between New Albertson’s Inc. (“New Albertson’s”) and the Company (the “Stock Purchase Agreement”), New Albertson’s is defending and indemnifying UNFI in a majority of the cases under a reservation of rights as those cases relate to New Albertson’s pharmacies. In one of the MDL cases, MDL No. 2804 filed by The Blackfeet Tribe of the Blackfeet Indian Reservation, all defendants were ordered to Answer the Complaint, which UNFI did on July 26, 2019. To date, no discovery has been conducted against UNFI in any of the actions. On October 7, 2022, the MDL Court issued an order directing the Company and numerous other “non-litigating” defendants to submit by November 1, 2022, a list of opioid cases where the Company is named and opioid dispensing and distribution data. The Company produced the data in compliance with the order. On March 8, 2023, the Company received a subpoena from the Consumer Protection Division of the Maryland Attorney General’s Office seeking records related to the distribution and dispensing of opioids. The Company is in the process of gathering responsive documents and responding to the subpoena. The Company believes these claims are without merit and is vigorously defending this matter. On January 21, 2021, various health plans filed a complaint in Minnesota state court against the Company, Albertson’s Companies, LLC (“Albertson’s”) and Safeway, Inc. alleging the defendants committed fraud by improperly reporting inflated prices for prescription drugs for members of health plans. The Plaintiffs assert six causes of action against the defendants: common law fraud, fraudulent nondisclosure, negligent misrepresentation, unjust enrichment, violation of the Minnesota Uniform Deceptive Trade Practices Act and violation of the Minnesota Prevention of Consumer Fraud Act. The plaintiffs allege that between 2006 and 2016, Supervalu overcharged the health plans by not providing the health plans, as part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested that Supervalu match competitor prices. Plaintiffs seek an unspecified amount of damages. Similar to the above case, for the majority of the relevant period Supervalu and Albertson’s operated as a combined company. In March 2013, Supervalu divested Albertson’s and pursuant to the Stock Purchase Agreement, Albertson’s is responsible for any claims regarding its pharmacies. On February 19, 2021, Albertson’s and Safeway removed the case to Minnesota Federal District Court and on March 22, 2021, plaintiffs filed a motion to remand to state court. On February 26, 2021, defendants filed a motion to dismiss. The hearing on the remand motion and motions to dismiss occurred on May 20, 2021. On September 21, 2021, the Federal District Court remanded the case to Minnesota state court and did not rule on the motion to dismiss, which was refiled in state court. On February 1, 2022, the state court denied the motion to dismiss. The Company believes these claims are without merit and intends to vigorously defend this matter. 95 Table of Contents UNFI is currently subject to a qui tam action alleging violations of the False Claims Act ("FCA"). In United States ex rel. Schutte and Yarberry v. Supervalu, New Albertson's, Inc., et al, which is pending in the U.S. District Court for the Central District of Illinois, the relators allege that defendants overcharged government healthcare programs by not providing the government, as a part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested that defendants match competitor prices. The complaint was originally filed under seal and amended on November 30, 2015. The government previously investigated the relators' allegations and declined to intervene. Violations of the FCA are subject to treble damages and penalties of up to a specified dollar amount per false claim. Relators elected to pursue the case on their own and have alleged FCA damages against Supervalu and New Albertson’s in excess of $ 100 million, not including trebling and statutory penalties. For the majority of the relevant period Supervalu and New Albertson’s operated as a combined company. In March 2013, Supervalu divested New Albertson’s (and related assets) pursuant to the Stock Purchase Agreement. Based on the claims that are currently pending and the Stock Purchase Agreement, Supervalu’s share of a potential award (at the currently claimed value by relators) would be approximately $ 24 million, not including trebling and statutory penalties. Both sides moved for summary judgment. On August 5, 2019, the Court granted one of the relators’ summary judgment motions finding that the defendants’ lower matched prices are the usual and customary prices and that Medicare Part D and Medicaid were entitled to those prices. On July 2, 2020, the Court granted the defendants’ summary judgment motion and denied the relators’ motion, dismissing the case. On July 9, 2020, the relators filed a notice of appeal with the Seventh Circuit Court of Appeal. On August 12, 2021, the Seventh Circuit affirmed the District Court’s decision granting summary judgment in defendants’ favor. On September 23, 2021, the relators filed a petition for rehearing. On December 3, 2021, the Seventh Circuit denied the petition for rehearing. On April 1, 2022, the relators filed a petition for a writ of certiorari with the United States Supreme Court which was granted on January 13, 2023. Oral argument took place in the Supreme Court on April 18, 2023. On June 1, 2023, the Supreme Court reversed and vacated the lower court’s judgement and remanded the case to the Seventh Circuit for further proceedings. On July 27, 2023, the Seventh Circuit vacated the summary judgement order and remanded to the District Court. On August 22, 2023, the District Court set the trial date for April 29, 2024, and indicated it would allow further summary judgement motions, which the Company anticipates filing. From time to time, the Company receives notice of claims or potential claims or becomes involved in litigation, alternative dispute resolution, such as arbitration, or other legal and regulatory proceedings that arise in the ordinary course of its business, including investigations and claims regarding employment law, including wage and hour (including class actions); pension plans; labor union disputes, including unfair labor practices, such as claims for back-pay in the context of labor contract negotiations and other matters; supplier, customer and service provider contract terms and claims, including matters related to supplier or customer insolvency or general inability to pay obligations as they become due; product liability claims, including those where the supplier may be insolvent and customers or consumers are seeking recovery against the Company; real estate and environmental matters, including claims in connection with its ownership and lease of a substantial amount of real property, both retail and warehouse properties; and antitrust. Other than as described above, there are no pending material legal proceedings to which the Company is a party or to which its property is subject. Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. Management regularly monitors the Company’s exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and estimates with respect to related costs and exposures. As of July 29, 2023, no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings. Although management believes it has made appropriate assessments of potential and contingent loss in each of these cases based on current facts and circumstances, and application of prevailing legal principles, there can be no assurance that material differences in actual outcomes from management’s current assessments, costs and exposures relative to current predictions and estimates, or material changes in such predictions or estimates will not occur. The occurrence of any of the foregoing, could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. 96 Table of Contents NOTE 18—DISCONTINUED OPERATIONS The following table summarizes the operating results of discontinued operations included in the Consolidated Statements of Operations: (in millions) 2021 Net sales $ 42 Cost of sales 28 Gross profit 14 Operating expenses 9 Income from discontinued operations before income taxes 5 Benefit for income taxes ( 1 ) Income from discontinued operations, net of tax $ 6 No net sales were recorded within continuing operations for retail stores within discontinued operations that the Company disposed of and expects to dispose of without a supply agreement. These net sales have been eliminated upon consolidation within the Wholesale segment of continuing operations and amounted to $ 22 million in fiscal 2021. 97 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.