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 ) 48 Consolidated Balance Sheets 50 Consolidated Statements of Operations 51 Consolidated Statements of Comprehensive (Loss) Income 52 Consolidated Statements of Stockholders’ Equity 53 Consolidated Statements of Cash Flows 54 Notes to Consolidated Financial Statements 55 All other schedules are omitted because they are not applicable or not required. 47 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 August 3, 2024 and July 29, 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended August 3, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of August 3, 2024, 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 August 3, 2024 and July 29, 2023, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended August 3, 2024, 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 August 3, 2024 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. 48 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 employees who meet certain eligibility requirements. The value of the defined benefit pension obligation at year end was $1.50 billion, offset by plan assets totaling $1.53 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 the prior period. 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. Minneapolis, Minnesota October 1, 2024 49 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except for par values) August 3, 2024 July 29, 2023 ASSETS Cash and cash equivalents $ 40 $ 37 Accounts receivable, net 953 889 Inventories, net 2,179 2,292 Prepaid expenses and other current assets 230 245 Total current assets 3,402 3,463 Property and equipment, net 1,820 1,767 Operating lease assets 1,370 1,228 Goodwill 19 20 Intangible assets, net 649 722 Deferred income taxes 87 32 Other long-term assets 181 162 Total assets $ 7,528 $ 7,394 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 1,688 $ 1,781 Accrued expenses and other current liabilities 288 283 Accrued compensation and benefits 197 143 Current portion of operating lease liabilities 181 180 Current portion of long-term debt and finance lease liabilities 11 18 Total current liabilities 2,365 2,405 Long-term debt 2,081 1,956 Long-term operating lease liabilities 1,263 1,099 Long-term finance lease liabilities 12 12 Pension and other postretirement benefit obligations 15 16 Other long-term liabilities 151 162 Total liabilities 5,887 5,650 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; 62.0 shares issued and 59.5 shares outstanding at August 3, 2024; 61.0 shares issued and 58.5 shares outstanding at July 29, 2023 1 1 Additional paid-in capital 635 606 Treasury stock at cost ( 86 ) ( 86 ) Accumulated other comprehensive loss ( 47 ) ( 28 ) Retained earnings 1,138 1,250 Total United Natural Foods, Inc. stockholders’ equity 1,641 1,743 Noncontrolling interests — 1 Total stockholders’ equity 1,641 1,744 Total liabilities and stockholders ’ equity $ 7,528 $ 7,394 See accompanying Notes to Consolidated Financial Statements. 50 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except for per share data) Fiscal Year Ended August 3, 2024 (53 weeks) July 29, 2023 (52 weeks) July 30, 2022 (52 weeks) Net sales $ 30,980 $ 30,272 $ 28,928 Cost of sales 26,779 26,141 24,746 Gross profit 4,201 4,131 4,182 Operating expenses 4,100 3,973 3,825 Restructuring, acquisition and integration related expenses 36 8 21 Loss (gain) on sale of assets and other asset charges 57 30 ( 87 ) Operating income 8 120 423 Net periodic benefit income, excluding service cost ( 15 ) ( 29 ) ( 40 ) Interest expense, net 162 144 155 Other income, net ( 2 ) ( 2 ) ( 2 ) (Loss) income before income taxes ( 137 ) 7 310 (Benefit) provision for income taxes ( 27 ) ( 23 ) 56 Net (loss) income including noncontrolling interests ( 110 ) 30 254 Less net income attributable to noncontrolling interests ( 2 ) ( 6 ) ( 6 ) Net (loss) income attributable to United Natural Foods, Inc. $ ( 112 ) $ 24 $ 248 Basic (loss) earnings per share $ ( 1.89 ) $ 0.41 $ 4.28 Diluted (loss) earnings per share $ ( 1.89 ) $ 0.40 $ 4.07 Weighted average shares outstanding: Basic 59.3 59.2 58.0 Diluted 59.3 60.7 61.0 See accompanying Notes to Consolidated Financial Statements. 51 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in millions) Fiscal Year Ended August 3, 2024 (53 weeks) July 29, 2023 (52 weeks) July 30, 2022 (52 weeks) Net (loss) income including noncontrolling interests $ ( 110 ) $ 30 $ 254 Other comprehensive (loss) income: Recognition of pension and other postretirement benefit obligations, net of tax (1) ( 1 ) ( 18 ) ( 40 ) Recognition of interest rate swap cash flow hedges, net of tax (2) ( 15 ) 14 60 Foreign currency translation adjustments ( 3 ) ( 2 ) ( 3 ) Recognition of other cash flow derivatives, net of tax (3) — ( 2 ) 2 Total other comprehensive (loss) income ( 19 ) ( 8 ) 19 Less comprehensive income attributable to noncontrolling interests ( 2 ) ( 6 ) ( 6 ) Total comprehensive (loss) income attributable to United Natural Foods, Inc. $ ( 131 ) $ 16 $ 267 (1) Amounts are net of tax (benefit) expense of $ 0 million , $( 7 ) million and $( 12 ) million , respectively. (2) Amounts are net of tax (benefit) expense of $( 5 ) million , $ 5 million and $ 22 million , respectively. (3) Amounts are net of tax (benefit) expense of $ 0 million , $( 1 ) million , and $ 1 million , respectively. See accompanying Notes to Consolidated Financial Statements. 52 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 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 Restricted stock vestings 1.0 — — — ( 7 ) — — ( 7 ) — ( 7 ) Share-based compensation — — — — 39 — — 39 — 39 Other comprehensive loss — — — — — ( 19 ) — ( 19 ) — ( 19 ) Distributions to noncontrolling interests — — — — — — — — ( 4 ) ( 4 ) Acquisition of noncontrolling interests — — — — ( 3 ) — — ( 3 ) 1 ( 2 ) Net (loss) income — — — — — — ( 112 ) ( 112 ) 2 ( 110 ) Balances at August 3, 2024 62.0 $ 1 2.5 $ ( 86 ) $ 635 $ ( 47 ) $ 1,138 $ 1,641 $ — $ 1,641 See accompanying Notes to Consolidated Financial Statements. 53 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year Ended (in millions) August 3, 2024 (53 weeks) July 29, 2023 (52 weeks) July 30, 2022 (52 weeks) CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income including noncontrolling interests $ ( 110 ) $ 30 $ 254 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 319 304 285 Share-based compensation 39 38 44 Gain on sale of assets ( 7 ) ( 9 ) ( 87 ) Long-lived asset impairment charges 43 25 — Closed property and other restructuring charges — — 2 Net pension and other postretirement benefit income ( 15 ) ( 29 ) ( 40 ) Deferred income tax (benefit) expense ( 49 ) ( 36 ) 55 LIFO charge 7 119 158 Provision (recoveries) for losses on receivables 3 ( 1 ) 2 Non-cash interest expense and other adjustments 18 13 24 Changes in operating assets and liabilities, net of acquired businesses Accounts and notes receivable ( 68 ) 327 ( 108 ) Inventories 104 ( 57 ) ( 264 ) Prepaid expenses and other assets ( 157 ) ( 108 ) ( 155 ) Accounts payable ( 81 ) 53 86 Accrued expenses and other liabilities 207 ( 45 ) 75 Net cash provided by operating activities 253 624 331 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for capital expenditures ( 345 ) ( 323 ) ( 251 ) Proceeds from dispositions of assets 25 16 230 Payments for investments ( 22 ) ( 32 ) ( 28 ) Net cash used in investing activities ( 342 ) ( 339 ) ( 49 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit line 2,571 2,976 4,425 Proceeds from issuance of other loans 15 — — Repayments of borrowings under revolving credit line ( 2,270 ) ( 3,004 ) ( 4,287 ) Repayments of long-term debt and finance leases ( 191 ) ( 154 ) ( 376 ) Repurchases of common stock — ( 62 ) — Proceeds from the issuance of common stock and exercise of stock options — — 8 Payments of employee restricted stock tax withholdings ( 7 ) ( 40 ) ( 41 ) Payments for debt issuance costs ( 18 ) — ( 6 ) Distributions to noncontrolling interests ( 4 ) ( 6 ) ( 4 ) Repayments of other loans ( 2 ) ( 2 ) — Other ( 2 ) — 2 Net cash provided by (used in) financing activities 92 ( 292 ) ( 279 ) EFFECT OF EXCHANGE RATE ON CASH — — — NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3 ( 7 ) 3 Cash and cash equivalents, at beginning of period 37 44 41 Cash and cash equivalents, at end of period $ 40 $ 37 $ 44 Supplemental disclosures of cash flow information: Cash paid for interest $ 159 $ 133 $ 134 Cash (refunds) payments for federal, state and foreign income taxes, net $ ( 14 ) $ ( 5 ) $ 5 Additions of property and equipment included in Accounts payable $ 21 $ 32 $ 45 See accompanying Notes to Consolidated Financial Statements. 54 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. Fiscal 2024 contained 53 weeks with the fourth quarter of fiscal 2024 containing 14 weeks. References to fiscal 2024, fiscal 2023 and fiscal 2022, or 2024, 2023 and 2022, as presented in tabular disclosure, relate to the 53-week, 52-week and 52-week fiscal periods ended August 3, 2024, July 29, 2023 and July 30, 2022, 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. 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 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. 55 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 centers 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 $ 1,674 million, $ 1,745 million and $ 1,737 million for fiscal 2024, 2023 and 2022, 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, 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 2024, the Company recorded impairment charges related to one of our corporate-owned office locations, certain leased and owned distribution centers and certain retail store locations. Refer to Note 5—Property and Equipment, Net for additional information on these impairment charges. 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. 56 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 (loss) 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 August 3, 2024 and July 29, 2023, the Company had net book overdrafts of $ 243 million and $ 308 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 physical counts in the Company’s distribution centers and stores. Allowances for inventory shortages are recorded based on the results of these counts. During fiscal 2024, inventory quantities in certain LIFO layers were reduced. These reductions resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of fiscal 2024 purchases, the effect of which decreased Cost of sales by approximately $ 15 million in fiscal 2024. As of August 3, 2024 and July 29, 2023, approximately $ 1.9 billion and $ 2.0 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 $ 351 million and $ 344 million as of August 3, 2024 and July 29, 2023, 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. 57 Table of Contents 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 5—Property and Equipment, Net and Note 6—Goodwill and Intangible Assets, Net for additional information regarding the Company’s long-lived asset impairment reviews and other information. Cloud Computing Arrangements The Company enters into certain cloud-based software hosting arrangements for internal use that are accounted for as service contracts. The capitalized implementation costs associated with these cloud computing arrangements are included in Prepaid expenses and other current assets and Other long-term assets within the Consolidated Balance Sheets, and the related cash flows are included within operating activities in the Consolidated Statements of Cash Flows. Once a cloud computing arrangement is ready for its intended use, the capitalized implementation costs are amortized on a straight-line basis over the term of the related hosting agreement, including renewal periods that are reasonably certain to be exercised, and expensed in the same line item in the Consolidated Statements of Operations as the associated hosting fees. The net book value of these capitalized implementation costs was $ 51 million and $ 28 million as of August 3, 2024 and July 29, 2023, respectively. Amortization expense was $ 4 million, $ 2 million and $ 1 million for fiscal 2024, 2023 and 2022, respectively. 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. The residual tax expense is allocated on a proportional basis to other financial statement components (i.e. 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. 58 Table of Contents Goodwill is 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 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 23, 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. Refer to Note 6—Goodwill and Intangible Assets, Net for additional information regarding the Company’s intangible assets impairment reviews and other information. 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 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. 59 Table of Contents Share-Based Compensation Share-based compensation consists of time-based restricted stock units, performance-based restricted stock units and stock options. 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. 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. (Loss) Earnings Per Share Basic (loss) earnings per share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted (loss) 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. On September 21, 2022, our Board of Directors authorized a 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 no t repurchase any shares of its common stock in fiscal 2024 or 2022. As of August 3, 2024, 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. 60 Table of Contents Comprehensive (Loss) Income Comprehensive (loss) income is reported in the Consolidated Statements of Comprehensive (Loss) Income. Comprehensive (loss) 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 (loss) income is calculated as Net (loss) 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 (loss) 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 4.8 % and 3.5 % as of August 3, 2024 and July 29, 2023, respectively. Changes in the Company’s self-insurance liabilities consisted of the following: (in millions) 2024 2023 2022 Beginning balance $ 97 $ 98 $ 103 Expense 57 52 44 Claim payments ( 56 ) ( 57 ) ( 50 ) Reclassifications ( 9 ) 4 1 Ending balance $ 89 $ 97 $ 98 The current portion of the self-insurance liability was $ 33 million and $ 34 million as of August 3, 2024 and July 29, 2023, respectively, and is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The long-term portions were $ 56 million and $ 63 million as of August 3, 2024 and July 29, 2023, 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 $ 12 million and $ 8 million as of August 3, 2024 and July 29, 2023, respectively. Amounts due from insurance companies were $ 33 million and $ 26 million as of August 3, 2024 and July 29, 2023, respectively, and are recorded in Prepaid expenses and other current assets and Other long-term assets. 61 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 the rate implicit in the lease is not readily determinable. 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 Loss (gain) on sale of assets and other asset charges 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. 62 Table of Contents NOTE 2—RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“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 the amendments in this update in the first quarter of fiscal 2025. The Company has evaluated equity securities within the scope of the provisions of the new standard and does not expect the adoption to have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. The Company is required to adopt the amendments in this update in fiscal 2025, and the interim disclosure requirements will be effective for the Company in the first quarter of fiscal 2026. Early adoption is permitted. The amendments in this update are required to be applied on a retrospective basis. The Company is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendments also require disclosure on an annual basis of income taxes paid disaggregated by federal, state and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. In addition, the amendments require disclosures of disaggregated pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. The Company is required to adopt the amendments in this update in fiscal 2026. Early adoption is permitted. The amendments in this update should be applied on a prospective basis, but can also be applied retrospectively. The Company is currently reviewing the provisions of the amendments in this update and evaluating their 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. 63 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. 64 Table of Contents Wholesale equipment sales are recorded as direct sales to customers when control is transferred, which is typically upon delivery, 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; 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 2024 Customer Channel Wholesale Retail Other Eliminations (1) Consolidated Chains $ 12,967 $ — $ — $ — $ 12,967 Independent retailers 7,605 — — — 7,605 Supernatural 6,941 — — — 6,941 Retail — 2,436 — — 2,436 Other 2,340 — 215 — 2,555 Eliminations — — — ( 1,524 ) ( 1,524 ) Total $ 29,853 $ 2,436 $ 215 $ ( 1,524 ) $ 30,980 (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 (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. 65 Table of Contents Sales to one customer in the Wholesale segment, which includes customers under common control, accounted for approximately 23 %, 22 % and 20 % of the Company’s net sales for fiscal 2024, 2023 and 2022, 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) August 3, 2024 July 29, 2023 Customer accounts receivable $ 936 $ 887 Allowance for uncollectible receivables ( 21 ) ( 17 ) Other receivables, net 38 19 Accounts receivable, net $ 953 $ 889 Notes receivable, net, included within Prepaid expenses and other current assets $ 3 $ 3 Long-term notes receivable, net, included within Other long-term assets $ 7 $ 7 The allowance for uncollectible receivables, and estimated variable consideration allowed for as sales concessions consists of the following: (in millions) 2024 2023 2022 Balance at beginning of year $ 17 $ 18 $ 28 Provision for losses in Operating expenses 9 2 2 (Increases) reductions to Net sales ( 2 ) 6 1 Write-offs charged against the allowance ( 3 ) ( 9 ) ( 13 ) Balance at end of year $ 21 $ 17 $ 18 66 Table of Contents In fiscal 2023, the Company entered into an agreement to sell, on a revolving basis, certain customer accounts receivable up to a maximum amount outstanding of $ 350 million to a third-party financial institution. 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. Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of August 3, 2024 and July 29, 2023, was approximately $ 322 million and $ 310 million, respectively. Net proceeds received are included within cash from operating activities in the Consolidated Statements of Cash Flows in the period of sale. The loss on sale of receivables was $ 21 million and $ 14 million for fiscal 2024 and fiscal 2023, respectively, 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) 2024 2023 2022 Restructuring and integration costs $ 30 $ 8 $ 20 Closed property charges and costs 6 — 1 Total $ 36 $ 8 $ 21 Restructuring and Integration Costs Restructuring and integration costs for fiscal 2024 and 2023 primarily relate to costs associated with certain employee severance and other employee separation costs. Fiscal 2022 restructuring and integration costs primarily relate to the finalization of integration costs related to the Supervalu acquisition. Restructuring liabilities related to severance and other employee separation costs were $ 16 million and $ 5 million as of August 3, 2024 and July 29, 2023, respectively, and are included in Accrued expenses and other current liabilities and Accrued compensation and benefits in the Consolidated Balance Sheets. Changes in the liability included $ 27 million and $ 5 million attributable to restructuring and severance-related charges for fiscal 2024 and fiscal 2023, respectively, and $ 16 million and $ 1 million attributable to cash settlements for fiscal 2024 and fiscal 2023, respectively. Closed Property Charges and Costs In fiscal 2024, closed property charges relate to lease terminations of non-operating distribution centers and stores. NOTE 5—PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: (in millions) Original Estimated Useful Lives 2024 2023 Land $ 123 $ 136 Buildings and improvements 10 - 40 years 1,034 1,024 Leasehold improvements 10 - 20 years 303 284 Equipment 3 - 25 years 1,477 1,280 Motor vehicles 5 - 8 years 50 56 Finance lease assets 1 - 9 years 51 48 Construction in progress 215 186 Property and equipment 3,253 3,014 Less accumulated depreciation and amortization 1,433 1,247 Property and equipment, net $ 1,820 $ 1,767 The Company capitalized $ 11 million, $ 5 million and $ 4 million of interest during fiscal 2024, 2023 and 2022, respectively. Depreciation and amortization expense on property and equipment was $ 247 million, $ 232 million and $ 213 million for fiscal 2024, 2023 and 2022, respectively. 67 Table of Contents In fiscal 2024, the Company determined that it was more likely than not that it would dispose of one of its corporate-owned office locations before the end of its previously estimated useful life. As a result, the Company conducted an impairment review and recorded a $ 21 million non-cash asset impairment charge in fiscal 2024. The fair value utilized in the Company’s impairment review was determined based on the market approach. The impairment charge is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations. In the fourth quarter of fiscal 2024, the Company sold certain long-lived assets related to this corporate-owned office location for an amount that approximated its net book value at the time of the sale. During the fourth quarter of fiscal 2024, the Company recorded a $ 15 million non-cash impairment charge related to the decision to close certain leased and owned distribution center locations. During the third quarter of fiscal 2024, the Company recorded a $ 7 million non-cash asset impairment charge related to the decision to close certain retail store locations. The impairment charges are recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations. There were no property and equipment impairment charges recorded for fiscal 2023 or 2022. 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 2024, 2023 and 2022 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 30, 2022 (1)(2) $ 10 $ 10 $ 20 Change in foreign exchange rates — — — Goodwill as of July 29, 2023 (1)(2) 10 10 20 Change in foreign exchange rates ( 1 ) — ( 1 ) Goodwill as of August 3, 2024 (1)(2) $ 9 $ 10 $ 19 (1) Wholesale amounts are net of accumulated goodwill impairment charges of $ 717 million for fiscal 2022, 2023 and 2024. (2) Other amounts are net of accumulated goodwill impairment charges of $ 10 million for fiscal 2022, 2023 and 2024. Identifiable intangible assets, net consisted of the following: 2024 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets: Customer relationships $ 1,007 $ 413 $ 594 $ 1,007 $ 354 $ 653 Pharmacy prescription files 33 27 6 33 22 11 Operating lease intangibles 6 5 1 6 5 1 Trademarks and tradenames 88 65 23 89 57 32 Total amortizing intangible assets 1,134 510 624 1,135 438 697 Indefinite lived intangible assets: Trademarks and tradenames 25 — 25 25 — 25 Intangibles assets, net $ 1,159 $ 510 $ 649 $ 1,160 $ 438 $ 722 68 Table of Contents The Company performed annual qualitative reviews of its indefinite lived trademarks and tradenames in fiscal 2024 and 2022, 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 were 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. Amortization expense was $ 72 million for fiscal 2024, 2023 and 2022, respectively. The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of August 3, 2024 is as shown below: Fiscal Year: (in millions) 2025 $ 71 2026 67 2027 64 2028 61 2029 51 Thereafter 310 $ 624 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 August 3, 2024 (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 $ — $ 5 $ — Foreign currency derivatives designated as hedging instruments Prepaid expenses and other current assets $ — $ 1 $ — Liabilities: Fuel derivatives designated as hedging instruments Accrued expenses and other current liabilities $ — $ 2 $ — Interest rate swaps designated as hedging instruments Other long-term liabilities $ — $ 5 $ — 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 $ — 69 Table of Contents 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, Secured Overnight Financing Rate (“SOFR”) swap rates and credit default swap rates. Refer to Note 8—Derivatives for further information on interest rate swap contracts. 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. August 3, 2024 July 29, 2023 (in millions) Carrying Value Fair Value Carrying Value Fair Value Notes receivable, including current portion $ 14 $ 8 $ 15 $ 8 Long-term debt, including current portion $ 2,085 $ 2,072 $ 1,963 $ 1,903 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. 70 Table of Contents Details of active swap contracts as of August 3, 2024, 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 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 December 29, 2023 June 3, 2027 100 3.7525 % One-Month Term SOFR Monthly December 29, 2023 June 3, 2027 100 3.7770 % One-Month Term SOFR Monthly June 25, 2024 June 30, 2028 50 4.1175 % One-Month Term SOFR Monthly June 25, 2024 June 30, 2028 50 4.1300 % One-Month Term SOFR Monthly $ 750 Subsequent to August 3, 2024, the Company entered into three forward starting interest rate swap agreements for an aggregate notional amount of $ 250 million. These interest rate swaps will become effective on October 31, 2024 with a maturity date of October 30, 2026. 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 (loss) income (outside of earnings) in the Consolidated Statements of Comprehensive (Loss) 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) 2024 2023 2022 Total amounts of expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 162 $ 144 $ 155 Gain (loss) on cash flow hedging relationships: Gain (loss) reclassified from comprehensive income into earnings $ 19 $ 12 $ ( 36 ) 71 Table of Contents NOTE 9—LONG-TERM DEBT The Company’s long-term debt consisted of the following: (in millions) Average Interest Rate at August 3, 2024 Fiscal Maturity Year August 3, 2024 July 29, 2023 Term Loan Facility (1) 10.09 % 2031 $ 499 $ 670 ABL Credit Facility (2) 6.66 % 2027 1,113 812 Senior Notes (3) 6.75 % 2029 500 500 Other secured loans 4.43 % 2025 1 9 Debt issuance costs, net ( 18 ) ( 22 ) Original issue discount on debt ( 10 ) ( 6 ) Long-term debt, including current portion 2,085 1,963 Less: current portion of long-term debt ( 4 ) ( 7 ) Long-term debt $ 2,081 $ 1,956 (1) Debt issuance costs of $ 6 million and $ 7 million, respectively and an original issue discount on debt of $ 10 million and $ 6 million, respectively. (2) Debt issuance costs of $ 7 million and $ 8 million, respectively. (3) Debt issuance costs of $ 5 million and $ 7 million, respectively. 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 August 3, 2024, consist of the following (in millions): Fiscal Year Long-term debt maturity Interest on long-term debt 2025 $ 6 $ 159 2026 5 159 2027 1,118 147 2028 5 83 2029 505 65 2030 and thereafter 474 85 $ 2,113 $ 698 Term Loan Facility On May 1, 2024, the Company entered into an amendment (the “Fourth Term Loan Amendment”) to its term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) with a group of lenders for which JPMorgan Chase Bank, N.A. acts as administrative agent. The Term Loan Agreement provides for a $ 500 million senior secured first lien term loan (the “Term Loan Facility”) which is scheduled to mature on May 1, 2031. The Fourth Term Loan Amendment, among other things, (i) reduced the principal amount of Term Loan Facility to $ 500 million, (ii) extended the maturity to May 1, 2031, but with a springing maturity of 91 days prior to the maturity of the Senior Notes, in the event that at least $ 100 million in principal amount outstanding of such Senior Notes remains outstanding on such date and (iii) changed the applicable margin over (a) a base rate from 2.25 % to 3.75 % per annum, or (b) a SOFR rate from 3.25 % to 4.75 % per annum. Under the Term Loan Agreement, the Company may, at its option, increase the amount of the Term Loan Facility or add one or more additional tranches of term loans or revolving credit commitments, without the consent of any lenders not participating in such additional borrowings, up to an aggregate amount of $ 520 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 most of the Company’s wholly-owned subsidiaries (collectively, the “Guarantors”), subject to customary exceptions and limitations. The Term Loan Facility is secured by (i) a first-priority lien on substantially all assets other than the ABL Assets (defined below) and (ii) a second-priority lien on substantially all of the ABL Assets, in each case, subject to customary exceptions and limitations, including an exception for owned real property (other than distribution centers) with net book values of less than or equal to $ 10 million. As of August 3, 2024 and July 29, 2023, there was $ 686 million and $ 617 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 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 Excess Cash Flow for the fiscal year ended August 3, 2024, no such prepayment will be required under the Term Loan Facility in fiscal 2025. As of August 3, 2024, 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 3.75 % or (ii) a SOFR rate plus a margin of 4.75 %, provided that the SOFR rate shall never be less than 0.0 %. On May 1, 2024, in conjunction with the Fourth Term Loan Amendment, the Company made a voluntary prepayment of $ 145 million on the Term Loan Facility with $ 130 million of proceeds from the ABL FILO Loan (described below) and incremental borrowings under the ABL Credit Facility. In connection with the Fourth Term Loan Amendment and prepayment, the Company incurred a loss on debt extinguishment of $ 10 million primarily related to unamortized debt issuance costs and unamortized original issue discount, which was recorded within Interest expense, net in the Consolidated Statements of Operations in the fourth quarter of fiscal 2024. ABL Credit Facility On May 1, 2024, the Company entered into an amendment (the “First ABL Amendment”) to its revolving credit agreement dated as of June 3, 2022, (as amended, the “ABL Loan Agreement”) with a group of lenders for which Wells Fargo Bank, N.A. acts as administrative agent. Pursuant to the First ABL Amendment, the ABL Loan Agreement provides for a secured asset-based revolving credit facility (the “ABL Credit Facility”) with an aggregate principal amount available of up to $ 2,730 million, including Revolver Loans (as defined in the ABL Loan Agreement) of up to $ 2,600 million and a First In, Last Out (“FILO”) tranche of incremental ABL loans of $ 130 million (the “ABL FILO Loan”). The ABL Credit Facility is scheduled to mature on June 3, 2027. Under the ABL Loan Agreement, the aggregate amount of the ABL Credit Facility may be increased in an amount of up to $ 620 million without the consent of any lenders not participating in such increase, subject to certain customary conditions and applicable lenders committing to provide the increase in funding. There can be no assurance that additional funding would be available. The ABL Loan Agreement utilizes Term SOFR and Prime rates as the benchmark interest rates. Revolver Loans and ABL FILO Loans under the ABL Credit Facility bear interest at rates that, at the Company’s option, can be either at a base rate or Term SOFR plus an applicable margin. The applicable interest rates 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: Range of Facility Rates and Fees (per annum) August 3, 2024 Applicable margin for revolver base rate loans 0.00 % - 0.25 % 0.00 % Applicable margin for revolver SOFR and BA loans (1) 1.00 % - 1.25 % 1.00 % Applicable margin for FILO base rate loans 1.50 % 1.50 % Applicable margin for FILO SOFR loans 2.50 % 2.50 % Unutilized commitment fees 0.20 % 0.20 % Letter of credit fees 1.125 % - 1.375 % 1.125 % (1) The Company utilizes SOFR-based loans and UNFI Canada utilizes bankers’ acceptance rate-based loans. 73 Table of Contents The ABL Credit Facility is guaranteed by the Guarantors, subject to customary exceptions and limitations. The ABL Credit Facility is secured by (i) a first-priority lien on certain accounts receivable, inventory and certain other assets (collectively, the “ABL Assets”) and (ii) a second-priority lien on all other assets that do not constitute ABL Assets, in each case, subject to customary exceptions and limitations. Availability under the ABL Credit Facility is subject to a borrowing base consisting of specified percentages of the value of eligible accounts receivable, credit card receivables, inventory, pharmacy receivables and pharmacy prescription files, after adjusting for customary reserves, but at no time shall exceed the aggregate commitments plus the outstanding ABL FILO Loans under the ABL Credit Facility (currently $ 2,730 million). The assets included in the Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a first-priority basis were as follows: (in millions) August 3, 2024 July 29, 2023 Certain inventory assets included in Inventories, net $ 1,915 $ 1,861 Certain receivables included in Accounts receivable, net 611 571 Pharmacy prescription files included in Intangible assets, net 6 11 Total $ 2,532 $ 2,443 As of August 3, 2024, the borrowing base was $ 2,524 million, reflecting the advance rates described above and $ 101 million of reserves, which is below the $ 2,730 million limit of availability. This resulted in total availability of $ 2,524 million for loans and letters of credit under the ABL Credit Facility. The Company’s unused credit under the ABL Credit Facility was as follows: (in millions) August 3, 2024 Total availability for ABL loans and letters of credit $ 2,524 ABL loans outstanding 1,113 Letters of credit outstanding 176 Unused credit $ 1,235 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 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 above). Debt Covenants Our debt agreements contain certain customary operational and informational covenants. These include, among other things, restrictions on our ability to incur additional indebtedness, create liens on assets, make loans or investments, or return capital to stockholders through share repurchases or paying dividends. 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 ABL Loan Agreement also 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) $ 220 million, or $ 210 million if no ABL FILO Loans are then outstanding at such time, and (ii) 10 % of the borrowing base. The Term Loan Agreement and Senior Notes do not include any financial maintenance covenants. 74 Table of Contents NOTE 10—COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2024, 2023 and 2022 are as follows: (in millions) Other Cash Flow Derivatives Benefit Plans Foreign Currency Swap Agreements Total 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 ) Other comprehensive (loss) income before reclassifications ( 2 ) ( 3 ) ( 3 ) ( 1 ) ( 9 ) Amortization of amounts included in net periodic benefit income — 2 — — 2 Amortization of cash flow hedges 2 — — ( 14 ) ( 12 ) Net current period Other comprehensive (loss) income — ( 1 ) ( 3 ) ( 15 ) ( 19 ) Accumulated other comprehensive loss at August 3, 2024 $ — $ ( 22 ) $ ( 24 ) $ ( 1 ) $ ( 47 ) Items reclassified out of Accumulated other comprehensive (loss) income had the following impact on the Consolidated Statements of Operations: (in millions) 2024 2023 2022 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) $ 2 $ 3 $ 4 Net periodic benefit income, excluding service cost Income tax benefit — ( 1 ) ( 2 ) (Benefit) provision for income taxes Total reclassifications, net of tax $ 2 $ 2 $ 2 Swap agreements: Reclassification of cash flow hedge $ ( 19 ) $ ( 12 ) $ 36 Interest expense, net Income tax expense (benefit) 5 3 ( 10 ) (Benefit) provision for income taxes Total reclassifications, net of tax $ ( 14 ) $ ( 9 ) $ 26 Other cash flow hedges: Reclassification of cash flow hedge $ 2 $ ( 3 ) $ 2 Cost of sales Income tax expense — 1 — (Benefit) provision for income taxes Total reclassifications, net of tax $ 2 $ ( 2 ) $ 2 (1) Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost and reclassification of net actuarial (gain) loss as reflected in Note 13—Benefit Plans. As of August 3, 2024, the Company expects to reclassify $ 6 million related to unrealized derivative gains out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period. 75 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 August 3, 2024 July 29, 2023 Operating lease assets Operating lease assets $ 1,370 $ 1,228 Finance lease assets Property and equipment, net 16 14 Total lease assets $ 1,386 $ 1,242 Operating liabilities Current portion of operating lease liabilities $ 181 $ 180 Finance liabilities Current portion of long-term debt and finance lease liabilities 7 11 Operating liabilities Long-term operating lease liabilities 1,263 1,099 Finance liabilities Long-term finance lease liabilities 12 12 Total lease liabilities $ 1,463 $ 1,302 The Company’s lease cost under ASC 842 is as follows (in millions): Lease Expense Type Consolidated Statements of Operations Location 2024 2023 2022 Operating lease cost Operating expenses $ 298 $ 261 $ 241 Short-term lease cost Operating expenses 10 17 19 Variable lease cost Operating expenses 87 73 73 Sublease income Operating expenses ( 5 ) ( 8 ) ( 8 ) Sublease income Net sales ( 10 ) ( 14 ) ( 17 ) Other sublease income, net Restructuring, acquisition and integration related expenses (1) — ( 1 ) ( 2 ) Net operating lease cost 380 328 306 Amortization of leased assets Operating expenses 6 7 10 Interest on lease liabilities Interest expense, net 2 3 11 Finance lease cost 8 10 21 Total net lease cost $ 388 $ 338 $ 327 (1) Includes $ 28 million, $ 27 million and $ 29 million of lease expense in fiscal 2024, 2023 and 2022, respectively, and $( 28 ) million, $( 28 ) million, and $( 31 ) million of lease income in fiscal 2024, 2023 and 2022, 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. During fiscal 2023, the Company entered into a lease agreement for a new distribution facility in Manchester, Pennsylvania, which commenced in the second quarter of fiscal 2024 resulting in the recognition of a $ 205 million right-of-use asset and operating lease liability in the Consolidated Balance Sheets. During fiscal 2022, the Company acquired the real property of a previously leased distribution center in Riverside, California, 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. 76 Table of Contents 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 August 3, 2024, 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 2025 $ 304 $ 9 $ ( 33 ) $ — $ 271 $ 9 2026 261 5 ( 25 ) — 236 5 2027 218 2 ( 18 ) — 200 2 2028 208 2 ( 14 ) — 194 2 2029 175 2 ( 8 ) — 167 2 Thereafter 1,141 3 ( 19 ) — 1,122 3 Total undiscounted lease liabilities and receipts $ 2,307 $ 23 $ ( 117 ) $ — $ 2,190 $ 23 Less interest (3) ( 863 ) ( 4 ) Present value of lease liabilities 1,444 19 Less current lease liabilities ( 181 ) ( 7 ) Long-term lease liabilities $ 1,263 $ 12 (1) Excludes $ 340 million of legally binding undiscounted minimum lease payments for leases signed but not yet commenced. There were no operating leases for which the extension options are reasonably certain of being exercised. (2) There were no finance leases for which the extension options are reasonably certain of being exercised, nor were there any excluded 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 August 3, 2024 July 29, 2023 Weighted-average remaining lease term (years) Operating leases 9.9 years 9.7 years Finance leases 4.1 years 2.9 years Weighted-average discount rate Operating leases 9.4 % 8.9 % Finance leases 9.9 % 9.8 % Other Information (in millions) 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 284 $ 249 $ 224 Operating cash flows from finance leases $ 2 $ 2 $ 7 Financing cash flows from finance leases $ 12 $ 10 $ 160 Leased assets obtained in exchange for new finance lease liabilities $ 8 $ — $ 1 Leased assets obtained in exchange for new operating lease liabilities $ 361 $ 237 $ 292 77 Table of Contents NOTE 12—SHARE-BASED AWARDS As of August 3, 2024, 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 2020 Equity Incentive Plan, as amended and restated from time to time (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 August 3, 2024, the Company has 2.1 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) 2024 2023 2022 Restricted stock awards $ 33 $ 35 $ 36 Performance-based share awards 4 3 7 Share-based compensation expense recorded in Operating expenses 37 38 43 Income tax benefit ( 10 ) ( 10 ) ( 12 ) Share-based compensation expense, net of tax $ 27 $ 28 $ 31 Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses $ 2 $ — $ 1 Income tax benefit ( 1 ) — — Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses, net of tax $ 1 $ — $ 1 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 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 August 3, 2024, there was $ 51 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 2.0 years. 78 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 and performance share units: Number of Shares (in millions) Weighted Average Grant-Date Fair Value 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 Granted 3.7 15.99 Vested ( 1.5 ) 14.56 Forfeited/Canceled ( 0.8 ) 10.42 Outstanding at August 3, 2024 4.6 $ 22.66 (in millions) 2024 2023 2022 Intrinsic value of restricted stock units vested $ 22 $ 113 $ 125 Performance-Based Share Awards During fiscal 2024, the Company granted 0.8 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 1.0 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 16.38 . These performance units are tied to fiscal 2024, 2025 and 2026 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 2024 were forfeited during fiscal 2024. 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 EPS growth and adjusted ROIC. An insignificant amount of performance share units granted in fiscal 2023 were forfeited during fiscal 2024. During fiscal 2022, the Company granted 0.3 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 0.3 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 were 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 2024. 79 Table of Contents Stock Options The Company did no t grant options in fiscal 2024, 2023 or 2022. The following summary presents information regarding outstanding stock options as of August 3, 2024 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 0.3 $ 55.46 1.1 years Exercised — — Canceled ( 0.2 ) 53.45 Outstanding at end of year 0.1 — 0.6 years $ — Exercisable at end of year 0.1 $ 58.45 0.6 years $ — The aggregate intrinsic value of options exercised during fiscal 2024, 2023 and 2022 was $ 0 million, $ 0 million and $ 2 million, respectively. 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 Plan 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 70 % of the 10,704 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. 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: 2024 2023 (in millions) Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits Changes in Benefit Obligation Benefit obligation at beginning of year $ 1,545 $ 11 $ 1,706 $ 12 Actuarial gain ( 14 ) — ( 121 ) ( 1 ) Benefits paid ( 100 ) ( 1 ) ( 103 ) — Interest cost 74 1 63 — Benefit obligation at end of year 1,505 11 1,545 11 Changes in Plan Assets Fair value of plan assets at beginning of year 1,559 — 1,716 — Actual return on plan assets 74 — ( 55 ) — Benefits paid ( 100 ) ( 1 ) ( 103 ) ( 1 ) Employer contributions 1 1 1 1 Fair value of plan assets at end of year 1,534 — 1,559 — Funded (unfunded) status at end of year $ 29 $ ( 11 ) $ 14 $ ( 11 ) 80 Table of Contents The actuarial gain on projected pension benefit obligations in fiscal 2024 was primarily the result of an 8 basis point increase in the discount rate on the SUPERVALU INC. Retirement Plan. The actuarial gain on projected pension benefit obligations in fiscal 2023 was primarily the result of an 81 basis point increase in the discount rate on the SUPERVALU INC. Retirement Plan . 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 August 3, 2024: Fair value of plan assets at end of year $ 1,534 $ — $ 1,534 Benefit obligation at end of year ( 1,499 ) ( 6 ) ( 1,505 ) Funded (unfunded) status at end of year $ 35 $ ( 6 ) $ 29 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 Net periodic benefit (income) cost and other changes in plan assets and benefit obligations recognized consist of the following: 2024 2023 2022 (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 $ ( 92 ) $ — $ ( 95 ) $ — $ ( 82 ) $ — Interest cost 74 1 63 — 38 — Amortization of prior service cost — 3 — 3 — 3 Amortization of net actuarial (gain) loss — ( 1 ) — — 1 — Net periodic benefit (income) cost ( 18 ) 3 ( 32 ) 3 ( 43 ) 3 Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive (Loss) Income Net actuarial loss (gain) 3 — 29 ( 1 ) 59 ( 3 ) Amortization of prior service cost — ( 3 ) — ( 3 ) — ( 3 ) Amortization of net actuarial loss — 1 — — — — Total expense (benefit) recognized in Other comprehensive (loss) income 3 ( 2 ) 29 ( 4 ) 59 ( 6 ) Total (benefit) expense recognized in net periodic benefit cost (income) and Other comprehensive (loss) income $ ( 15 ) $ 1 $ ( 3 ) $ ( 1 ) $ 16 $ ( 3 ) Amounts recognized in the Consolidated Balance Sheets as of August 3, 2024 and July 29, 2023 consist of the following: August 3, 2024 July 29, 2023 (in millions) Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits Other long-term assets $ 35 $ — $ 20 $ — Pension and other postretirement benefit obligations ( 5 ) ( 10 ) ( 6 ) ( 10 ) Accrued compensation and benefits ( 1 ) ( 1 ) — ( 1 ) Total $ 29 $ ( 11 ) $ 14 $ ( 11 ) 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: 2024 2023 2022 Benefit obligation assumptions: Discount rate 5.09 % - 5.12 % 5.01 % - 5.03 % 4.20 % - 4.26 % Net periodic benefit (income) cost assumptions: Discount rate 5.01 % - 5.03 % 4.20 % - 4.26 % 2.62 % - 2.75 % Rate of compensation increase — — — Expected return on plan assets (1) 6.25 % 6.00 % 4.25 % - 4.50 % 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 8.50 % as of August 3, 2024. The assumed healthcare cost trend rate for retirees before age 65 will decrease each year through fiscal 2034, 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 6.40 % as of August 3, 2024. 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 long-term cost of funding 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 2024 2023 Fixed income 85.0 % 85.9 % 85.1 % Domestic equity 5.8 % 5.5 % 5.3 % Private equity 4.0 % 3.3 % 4.0 % International equity 3.2 % 3.7 % 3.5 % Real estate 2.0 % 1.6 % 2.1 % 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 August 3, 2024, 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 $ 45 $ — $ — $ — $ 45 Common collective trusts — 538 — — 538 Corporate bonds — 603 — — 603 Government securities — 146 — — 146 Mortgage-backed securities — 25 — — 25 Other 97 5 — — 102 Private equity and real estate partnerships — — — 75 75 Total plan assets at fair value $ 142 $ 1,317 $ — $ 75 $ 1,534 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 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 2024. 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 2025. 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 2025 $ 112 $ 1 2026 113 1 2027 115 1 2028 115 1 2029 115 1 Years 2030-2034 562 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, $ 30 million and $ 29 million for fiscal 2024, 2023 and 2022, 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 August 3, 2024 there was $ 3 million of Accrued compensation and benefits and $ 2 million of Other long-term liabilities recognized in the Consolidated Balance Sheets. As of July 29, 2023 there was $ 4 million of Accrued compensation and benefits and $ 4 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 are typically 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 relates to the plans’ most recent fiscal year-end for which information is available. The zone status is based on information that we received from the plan or that the plan otherwise makes available 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”) established 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 of August 3, 2024, one plan in which the Company participates has applied for and received SFA, and two other plans in which the Company participates are on the waiting list to apply for SFA funding. 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 2023. 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 Most Recent Available FIP/RP Status Pending/Implemented 2024 2023 2022 Surcharges Imposed (1) Minneapolis Food Distributing Industry Pension Plan 416047047-001 12/31 Green No $ 11 $ 12 $ 11 No Minneapolis Retail Meat Cutters and Food Handlers Pension Fund 410905139-001 2/28 Red Implemented 11 13 10 No Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Plan 832598425-001 12/31 NA NA 3 3 4 NA Central States, Southeast & Southwest Areas Pension Plan 366044243-001 12/31 Red Implemented 5 5 5 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 12 10 10 No All Other Multiemployer Pension Plans (2) 2 2 2 Total $ 47 $ 48 $ 45 (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) All Other Multiemployer Pension Plans includes 5 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 2023 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 9/15/2024 - 5/31/2027 4 5/31/2027 42.1 % ☐ UFCW Unions and Participating Employers Pension Fund 07/11/2026 2 7/11/2026 75.0 % ☒ Western Conference of Teamsters Pension Plan Trust 4/22/2025- 4/30/2027 16 3/20/2027 34.2 % ☐ (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. As of August 3, 2024, accrued multiemployer pension plan withdrawal liabilities included in Other long-term liabilities and Accrued compensation and benefits were $ 66 million and $ 6 million, respectively, for 13 multiemployer plans. As of July 29, 2023 amounts included in Other long-term liabilities and Accrued compensation and benefits were $ 73 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 $ 88 million, $ 85 million and $ 81 million in fiscal 2024, fiscal 2023 and fiscal 2022, 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 August 3, 2024, we had approximately 28,333 employees. Approximately 10,704 employees are covered by 48 collective bargaining agreements, including existing agreements under negotiation. During fiscal 2024, 15 collective bargaining agreements covering approximately 4,191 employees were renegotiated, including 2 collective bargaining agreements that had expired in fiscal 2023 but were negotiated in fiscal 2024. Additionally, 2 new collective bargaining agreements covering approximately 410 employees were negotiated, and 1 collective bargaining agreement covering approximately 130 employees expired with a tentative agreement in place, pending ratification. During fiscal 2025, 10 collective bargaining agreements covering approximately 3,804 employees are scheduled to expire. NOTE 14—INCOME TAXES Income Tax (Benefit) Expense For fiscal 2024, (loss) income before income taxes consists of $( 145 ) million from U.S. operations and $ 8 million from foreign operations. (Loss) income before income taxes for fiscal 2023 consists of $( 1 ) million from U.S. operations and $ 8 million from foreign operations. Income before income taxes for fiscal 2022 consists of $ 302 million from U.S. operations and $ 8 million from foreign operations. 87 Table of Contents The income tax (benefit) expense was allocated as follows: (in millions) 2024 2023 2022 Income tax (benefit) expense $ ( 27 ) $ ( 23 ) $ 56 Other comprehensive (loss) income ( 6 ) ( 2 ) 11 Total $ ( 33 ) $ ( 25 ) $ 67 Total federal, state and foreign income tax (benefit) expense consists of the following: (in millions) Current Deferred Total Fiscal 2024 U.S. Federal $ 15 $ ( 41 ) $ ( 26 ) State and Local 5 ( 8 ) ( 3 ) Foreign 2 — 2 $ 22 $ ( 49 ) $ ( 27 ) 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 Total income tax (benefit) expense 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) 2024 2023 2022 Computed “expected” tax expense $ ( 29 ) $ 1 $ 66 State and local income tax, net of Federal income tax benefit ( 9 ) ( 1 ) 18 Non-deductible expenses 2 3 13 Tax effect of share-based compensation 5 ( 9 ) ( 31 ) General business credits ( 2 ) ( 8 ) ( 3 ) Unrecognized tax benefits — ( 16 ) ( 6 ) Enhanced inventory donations ( 1 ) ( 1 ) ( 2 ) Changes in valuation allowance 6 4 1 Other, net 1 4 — Total income tax (benefit) expense $ ( 27 ) $ ( 23 ) $ 56 Uncertain Tax Positions A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: (in millions) 2024 2023 2022 Unrecognized tax benefits at beginning of period $ 11 $ 19 $ 27 Unrecognized tax benefits added during the period 1 5 — Decreases in unrecognized tax benefits due to statute expiration ( 3 ) ( 5 ) ( 7 ) Decreases in unrecognized tax benefits due to settlements ( 2 ) ( 8 ) ( 1 ) Unrecognized tax benefits at end of period $ 7 $ 11 $ 19 88 Table of Contents In addition, the Company has no thing 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 2024, 2023 and 2022, total accrued interest and penalties was $ 2 million, $ 1 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 August 3, 2024, 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 2016 for Supervalu and the Company. 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. 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 August 3, 2024 and July 29, 2023 are presented below: (in millions) August 3, 2024 July 29, 2023 Deferred tax assets: Compensation and benefits related $ 35 $ 29 Accounts receivable, principally due to allowances for uncollectible accounts 4 4 Accrued expenses 27 27 Capitalized research and development 49 25 Net operating loss carryforwards 13 10 Other tax carryforwards (interest, charitable contributions) 59 32 Foreign tax credits 1 1 Intangible assets 45 50 Lease liabilities 381 333 Other deferred tax assets 1 6 Total gross deferred tax assets 615 517 Less valuation allowance ( 9 ) ( 7 ) Net deferred tax assets $ 606 $ 510 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation $ 133 $ 141 Inventories 25 15 Lease right of use assets 361 317 Interest rate swap agreements — 5 Total deferred tax liabilities 519 478 Net deferred tax assets $ 87 $ 32 89 Table of Contents Tax Credits and Valuation Allowances At August 3, 2024, the Company had gross deferred tax assets of approximately $ 615 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 August 3, 2024, 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 August 3, 2024, the Company had net operating loss carryforwards of approximately $ 0.3 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 August 3, 2024, 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 August 3, 2024 and correspondingly no valuation allowance has been established. At August 3, 2024, the Company had disallowed charitable contribution carryforwards of approximately $ 57 million that are available for carryforward over five years. As of August 3, 2024, the Company anticipates sufficient future taxable income to utilize $ 45 million of these charitable contribution carryovers within the applicable five-year carryforward periods. The Company has established a valuation allowance against the $ 12 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 tax rate was a benefit rate of 19.7 % on pre-tax loss for fiscal 2024 as compared to benefit rate of 328.6 % and an expense rate of 18.6 % on pre-tax income for fiscal 2023 and 2022, respectively. 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. For fiscal 2024, the effective tax rate was impacted by non-deductible share-based compensation and the establishment of valuation allowances against deferred tax assets with limited lives. 90 Table of Contents NOTE 15—(LOSS) EARNINGS PER SHARE The following is a reconciliation of the basic and diluted number of shares used in computing (loss) earnings per share: (in millions, except per share data) 2024 2023 2022 Basic weighted average shares outstanding 59.3 59.2 58.0 Net effect of dilutive stock awards based upon the treasury stock method — 1.5 3.0 Diluted weighted average shares outstanding 59.3 60.7 61.0 Basic (loss) earnings per share (1) $ ( 1.89 ) $ 0.41 $ 4.28 Diluted (loss) earnings per share (1) $ ( 1.89 ) $ 0.40 $ 4.07 Anti-dilutive share-based awards excluded from the calculation of diluted (loss) earnings per share 2.1 0.8 0.5 (1) (Loss) earnings per share amounts are calculated using actual unrounded figures. 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. 91 Table of Contents The following table provides information by reportable segment, including Net sales, Adjusted EBITDA, with a reconciliation to (Loss) income before income taxes, depreciation and amortization, and payments for capital expenditures: (in millions) 2024 2023 2022 Net sales: Wholesale (1) $ 29,853 $ 29,142 $ 27,824 Retail 2,436 2,480 2,468 Other 215 224 219 Eliminations ( 1,524 ) ( 1,574 ) ( 1,583 ) Total Net sales $ 30,980 $ 30,272 $ 28,928 Adjusted EBITDA: Wholesale $ 476 $ 540 $ 696 Retail 8 70 98 Other 30 31 44 Eliminations 4 ( 1 ) ( 9 ) Adjustments: Net income attributable to noncontrolling interests 2 6 6 Net periodic benefit income, excluding service cost 15 29 40 Interest expense, net ( 162 ) ( 144 ) ( 155 ) Other income, net 2 2 2 Depreciation and amortization ( 319 ) ( 304 ) ( 285 ) Share-based compensation ( 37 ) ( 38 ) ( 43 ) LIFO charge ( 7 ) ( 119 ) ( 158 ) Restructuring, acquisition, and integration related expenses ( 36 ) ( 8 ) ( 21 ) (Loss) gain on sale of assets and other asset charges ( 57 ) ( 30 ) 87 Multi-employer pension plan withdrawal (charges) benefit — ( 1 ) 8 Other retail expense — ( 1 ) — Business transformation costs ( 52 ) ( 25 ) — Other adjustments ( 4 ) — — (Loss) income before income taxes $ ( 137 ) $ 7 $ 310 Depreciation and amortization: Wholesale $ 272 $ 263 $ 254 Retail 35 36 29 Other 12 5 2 Total depreciation and amortization $ 319 $ 304 $ 285 Payments for capital expenditures: Wholesale $ 322 $ 290 $ 224 Retail 23 33 27 Total capital expenditures $ 345 $ 323 $ 251 (1) For fiscal 2024, 2023 and 2022, as presented in Note 3—Revenue Recognition, the Company recorded $ 1,272 million, $ 1,331 million and $ 1,358 million, respectively, within Net sales in its Wholesale reportable segment attributable to Wholesale to Retail sales that have been eliminated upon consolidation. 92 Table of Contents Total assets by reportable segment were as follows: (in millions) August 3, 2024 July 29, 2023 Assets: Wholesale $ 6,563 $ 6,405 Retail 606 648 Other 401 377 Eliminations ( 42 ) ( 36 ) Total assets $ 7,528 $ 7,394 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 August 3, 2024. 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 six 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 August 3, 2024, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 9 million ($ 8 million on a discounted basis). Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of August 3, 2024, a total estimated loss of less than $ 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. The Company has recorded the de minimis fair value of these guarantees and contingent obligations, when applicable, in the Consolidated Balance Sheets. 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 August 3, 2024, the Company had approximately $ 365 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”), the Company believes that New Albertson’s has an obligation to defend and indemnify UNFI in a majority of the cases. New Albertson’s originally agreed to do so under a reservation of rights, however, New Albertson’s is disputing its obligation to do so. 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. 93 Table of Contents 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. On May 19, 2023, the Company provided an initial production in response to the subpoena and is waiting for further direction from the Maryland Attorney General on additional documents requested. At an April 24, 2024 status conference, the MDL Court directed that the plaintiffs and non-litigating defendants, which includes the Company, determine whether the cases will be dismissed, litigated or mediated. At the status conference on June 10, 2024, the Company indicated it is open to exploring mediation. The Company believes these claims are without merit and intends to vigorously defend 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. On November 27, 2023, the court held a scheduling conference and thereafter entered a scheduling order setting various discovery and expert deadlines. The trial date is set for July 21, 2025. The Company believes these claims are without merit and is vigorously defending this matter. 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. The 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 the 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 Appeals. On August 12, 2021, the Seventh Circuit affirmed the District Court’s decision granting summary judgment in defendants’ favor. On June 1, 2023, the Supreme Court reversed and vacated the lower court’s judgment and remanded the case to the Seventh Circuit for further proceedings. On July 27, 2023, the Seventh Circuit vacated the summary judgment order and remanded the case to the District Court. On August 22, 2023, the District Court set the trial date for April 29, 2024. On October 11, 2023, each of the Company and the relators filed a motion for summary judgment. On February 16, 2024, the defendants filed a motion to reconsider the Court’s August 5, 2019 partial grant of summary judgment to the relators and to continue the trial date. On February 27, 2024, the Court granted the defendants’ motion for a trial date continuance and vacated the April 29, 2024 trial date. On April 26, 2024, the Court denied the defendants’ motion to reconsider the partial grant of summary judgment. On May 20, 2024, the District Court heard oral argument on the pending motions for summary judgment and on September 30, 2024, the Court denied both parties’ motions for summary judgment on scienter and granted relators’ motion for summary judgment on materiality. The trial is now scheduled to begin February 3, 2025. 94 Table of Contents The Company, J. Alexander Miller Douglas, John Howard and Chris Testa are named in a putative securities class action that was originally filed on March 29, 2023. In Dan Sills, et al. v. United Natural Foods, Inc., et al., pending in the U.S. District Court for the Southern District of New York, the plaintiffs allege that defendants violated federal securities laws by making materially false and/or misleading statements and failing to disclose material facts about UNFI’s business, operations and prospects. The defendants filed a Motion to Dismiss on December 21, 2023, and on September 13, 2024, the court issued an opinion granting in part and denying in part the motion. The Company intends to vigorously defend this matter. 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 August 3, 2024, 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. 95 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.