What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-12-10 compared with 2024-06-05 · 202 added, 308 removed, 454 unchanged (53% of the section changed)

4 unchanged sentences

(in millions, except for par values)

2024 July 29,

2024 August 3,

Cash and cash equivalents $ 37 $ 40

28 unchanged sentences

Common stock, $ 0.01 par value, authorized 100.0 shares;

62.0 shares issued and 59.5 shares outstanding at April 27, 2024;

61.0 shares issued and 58.5 shares outstanding at July 29, 2023

62.4 shares issued and 59.9 shares outstanding at November 2, 2024;

62.0 shares issued and 59.5 shares outstanding at August 3, 2024

Additional paid-in capital 638 635

12 unchanged sentences

(in millions, except for per share data)

13-Week Period Ended 39-Week Period Ended

2024 April 29,

2023 April 27,

2024 April 29,

13-Week Period Ended

2024 October 28,

Net sales $ 7,871 $ 7,552

2 unchanged sentences

Operating expenses 1,015 1,023

Restructuring, acquisition and integration related expenses (benefits) 9 ( 4 ) 17 1

Restructuring, acquisition and integration related expenses 12 4

Loss on sale of assets and other asset charges 6 19

Operating income 6 33 6 195

Operating income (loss) 5 ( 16 )

Net periodic benefit income, excluding service cost ( 5 ) ( 3 )

1 unchanged sentence

Other income, net ( 2 ) —

(Loss) income before income taxes ( 26 ) 7 ( 93 ) 110

(Benefit) provision for income taxes ( 6 ) ( 1 ) ( 20 ) 13

Net (loss) income including noncontrolling interests ( 20 ) 8 ( 73 ) 97

Loss before income taxes ( 24 ) ( 48 )

Benefit for income taxes ( 4 ) ( 9 )

Net loss including noncontrolling interests ( 20 ) ( 39 )

Less net income attributable to noncontrolling interests ( 1 ) —

Net (loss) income attributable to United Natural Foods, Inc.

Net loss attributable to United Natural Foods, Inc.

$ ( 21 ) $ ( 39 )

Basic (loss) earnings per share

Basic loss per share

$ ( 0.35 ) $ ( 0.67 )

Diluted (loss) earnings per share

Diluted loss per share

$ ( 0.35 ) $ ( 0.67 )

5 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)

(in millions)

13-Week Period Ended 39-Week Period Ended

2024 April 29,

2023 April 27,

2024 April 29,

Net (loss) income including noncontrolling interests $ ( 20 ) $ 8 $ ( 73 ) $ 97

13-Week Period Ended

2024 October 28,

Net loss including noncontrolling interests $ ( 20 ) $ ( 39 )

Other comprehensive income (loss):

Recognition of pension and other postretirement benefit obligations, net of tax — — 1 1

Recognition of interest rate swap cash flow hedges, net of tax (1)

3 ( 2 ) ( 4 ) 12

Foreign currency translation adjustments — ( 3 )

Recognition of other cash flow derivatives, net of tax — 1

— ( 2 ) — ( 4 )

Total other comprehensive income (loss)

Less comprehensive income attributable to noncontrolling interests ( 1 ) —

Total comprehensive (loss) income attributable to United Natural Foods, Inc.

Total comprehensive loss attributable to United Natural Foods, Inc.

$ ( 19 ) $ ( 44 )

(1) Amounts are net of tax expense (benefit) of $ 1 million and $( 1 ) million for the third quarters of fiscal 2024 and 2023, respectively, and $( 1 ) million and $ 4 million for fiscal 2024 and 2023 year-to-date, respectively.

(2) Amounts are net of tax expense (benefit) of $ 0 million and $ 0 million for the third quarters of fiscal 2024 and 2023, respectively, and $ 0 million and $( 1 ) million for fiscal 2024 and 2023 year-to-date, respectively.

(1) Amounts are net of tax expense (benefit) of $ 1 million and $( 1 ) million for the first quarters of fiscal 2025 and 2024, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the 13-week periods ended April 27, 2024 and April 29, 2023

For the 13-week periods ended November 2, 2024 and October 28, 2023

(in millions)

4 unchanged sentences

Shares Amount Shares Amount

Balances at January 27, 2024 61.9 $ 1 2.5 $ ( 86 ) $ 616 $ ( 35 ) $ 1,196 $ 1,692 $ — $ 1,692

Balances at August 3, 2024 62.0 $ 1 2.5 $ ( 86 ) $ 635 $ ( 47 ) $ 1,138 $ 1,641 $ — $ 1,641

Restricted stock vestings 0.4 — — — ( 4 ) — — ( 4 ) — ( 4 )

1 unchanged sentence

Other comprehensive income — — — — — 2 — 2 — 2

Acquisition of noncontrolling interests — — — — ( 3 ) — — ( 3 ) 1 ( 2 )

Distributions to noncontrolling interests — — — — — — — — ( 1 ) ( 1 )

Net (loss) income — — — — — — ( 21 ) ( 21 ) 1 ( 20 )

Balances at April 27, 2024 62.0 $ 1 2.5 $ ( 86 ) $ 624 $ ( 33 ) $ 1,175 $ 1,681 $ — $ 1,681

Balances at January 28, 2023 60.9 $ 1 1.3 $ ( 53 ) $ 592 $ ( 9 ) $ 1,311 $ 1,842 $ 3 $ 1,845

Share-based compensation — — — — 10 — — 10 — 10

Repurchases of common stock — — 0.4 ( 12 ) — — — ( 12 ) — ( 12 )

Other comprehensive loss — — — — — ( 6 ) — ( 6 ) — ( 6 )

Distributions to noncontrolling interests — — — — — — — — ( 3 ) ( 3 )

Net income — — — — — — 7 7 1 8

Balances at April 29, 2023 60.9 $ 1 1.7 $ ( 65 ) $ 602 $ ( 15 ) $ 1,318 $ 1,841 $ 1 $ 1,842

See accompanying Notes to Condensed Consolidated Financial Statements.

UNITED NATURAL FOODS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the 39-week periods ended April 27, 2024 and April 29, 2023

(in millions)

Common Stock Treasury Stock Additional

Paid-in Capital Accumulated

Comprehensive Loss Retained Earnings Total United Natural Foods, Inc.

Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Shares Amount Shares Amount

Balances at November 2, 2024 62.4 $ 1 2.5 $ ( 86 ) $ 638 $ ( 45 ) $ 1,117 $ 1,625 $ — $ 1,625

Balances at July 29, 2023 61.0 $ 1 2.5 $ ( 86 ) $ 606 $ ( 28 ) $ 1,250 $ 1,743 $ 1 $ 1,744

2 unchanged sentences

Other comprehensive loss — — — — — ( 5 ) — ( 5 ) — ( 5 )

Acquisition of noncontrolling interests — — — — ( 3 ) — — ( 3 ) 1 ( 2 )

Distributions to noncontrolling interests — — — — — — — — ( 1 ) ( 1 )

Net (loss) income — — — — — — ( 75 ) ( 75 ) 2 ( 73 )

Balances at April 27, 2024 62.0 $ 1 2.5 $ ( 86 ) $ 624 $ ( 33 ) $ 1,175 $ 1,681 $ — $ 1,681

Balances at July 30, 2022 58.9 $ 1 0.6 $ ( 24 ) $ 608 $ ( 20 ) $ 1,226 $ 1,791 $ 1 $ 1,792

Restricted stock vestings 2.0 — — — ( 39 ) — — ( 39 ) — ( 39 )

Share-based compensation — — — — 33 — — 33 — 33

Repurchases of common stock — — 1.1 ( 41 ) — — — ( 41 ) — ( 41 )

Other comprehensive income — — — — — 5 — 5 — 5

Distributions to noncontrolling interests — — — — — — — — ( 5 ) ( 5 )

Net income — — — — — — 92 92 5 97

Balances at April 29, 2023 60.9 $ 1 1.7 $ ( 65 ) $ 602 $ ( 15 ) $ 1,318 $ 1,841 $ 1 $ 1,842

Net loss — — — — — — ( 39 ) ( 39 ) — ( 39 )

Balances at October 28, 2023 61.9 $ 1 2.5 $ ( 86 ) $ 606 $ ( 33 ) $ 1,211 $ 1,699 $ — $ 1,699

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

13-Week Period Ended

(in millions) April 27,

2024 April 29,

(in millions) November 2,

2024 October 28,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income including noncontrolling interests $ ( 73 ) $ 97

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net loss including noncontrolling interests $ ( 20 ) $ ( 39 )

Adjustments to reconcile loss to net cash used in operating activities:

Depreciation and amortization 80 78

3 unchanged sentences

Net pension and other postretirement benefit income ( 5 ) ( 3 )

Deferred income tax expense — 2

LIFO charge 7 7

Provision (recoveries) for losses on receivables 3 ( 2 )

Provision for losses on receivables 1 —

Non-cash interest expense and other adjustments 1 2

Changes in operating assets and liabilities

Net cash provided by operating activities

Accounts and notes receivable ( 149 ) ( 126 )

Inventories ( 230 ) ( 364 )

Prepaid expenses and other assets

Accounts payable 224 168

Accrued expenses and other liabilities ( 104 ) 11

Net cash used in operating activities

( 110 ) ( 254 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments for capital expenditures

( 49 ) ( 74 )

Proceeds from dispositions of assets 4 9

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Proceeds from borrowings under revolving credit line 339 597

Proceeds from issuance of other loans 15 —

Repayments of borrowings under revolving credit line ( 176 ) ( 257 )

Repayments of long-term debt and finance leases ( 4 ) ( 6 )

Repurchases of common stock — ( 41 )

Payments of employee restricted stock tax withholdings ( 4 ) ( 6 )

Distributions to noncontrolling interests ( 1 ) ( 1 )

Repayments of other loans ( 2 ) ( 2 )

Other — ( 1 )

Net cash provided by (used in) financing activities

Net cash provided by financing activities

EFFECT OF EXCHANGE RATE ON CASH — —

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2 ( 6 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 3 ) —

Cash and cash equivalents, at beginning of period 40 37

16 unchanged sentences

The Company’s fiscal years end on the Saturday closest to July 31 and contain either 52 or 53 weeks.

Fiscal 2024 will contain 53 weeks with the fourth quarter of fiscal 2024 containing 14 weeks.

References to the third quarter of fiscal 2024 and 2023 relate to the 13-week fiscal quarters ended April 27, 2024 and April 29, 2023, respectively.

References to fiscal 2024 and 2023 year-to-date relate to the 39-week fiscal periods ended April 27, 2024 and April 29, 2023, respectively.

References to the first quarter of fiscal 2025 and 2024 relate to the 13-week fiscal quarters ended November 2, 2024 and October 28, 2023, respectively.

Basis of Presentation

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However, the results of operations for interim periods may not be indicative of the results that may be expected for a full year.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2023 (the “Annual Report”).

There were no material changes in significant accounting policies from those described in the Annual Report.

4 unchanged sentences

Within the Condensed Consolidated Financial Statements certain immaterial amounts have been reclassified to conform with current period presentation.

These reclassifications had no impact on reported net income, cash flows, or total assets and liabilities.

These reclassifications had no impact on reported net loss, net cash flows, or total assets and liabilities.

Cash and Cash Equivalents

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Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Condensed Consolidated Balance Sheets and are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows.

As of April 27, 2024 and July 29, 2023, the Company had net book overdrafts of $ 287 million and $ 308 million, respectively.

As of November 2, 2024 and August 3, 2024, the Company had net book overdrafts of $ 293 million and $ 243 million, respectively.

Inventories, Net

2 unchanged sentences

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 facilities and stores.

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.

The LIFO reserve was approximately $ 363 million and $ 344 million as of April 27, 2024 and July 29, 2023, respectively, which is recorded within Inventories, net on the Condensed Consolidated Balance Sheets.

The LIFO reserve was $ 358 million and $ 351 million as of November 2, 2024 and August 3, 2024, respectively, which is recorded within Inventories, net on the Condensed Consolidated Balance Sheets.

NOTE 2—RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820):

2 unchanged sentences

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 is in the process of reviewing the provisions of the amendments in this update but does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

The Company adopted this standard in the first quarter of fiscal 2025.

The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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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.

The provisions of the amendments in this update will not have an impact on the Company’s financial position, results of operations or cash flows.

The Company continues to evaluate the impact of enhanced disclosure requirements on the notes to the consolidated financial statements and expects to provide expanded segment disclosures under the new guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

7 unchanged sentences

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 November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

ASU 2024-03 requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items.

The Company is required to adopt the amendments in this update in fiscal 2028, and the interim disclosure requirements will be effective for the Company in the first quarter of fiscal 2029.

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

9 unchanged sentences

Net Sales for the 13-Week Period Ended

(in millions) April 27, 2024

Customer Channel Wholesale Retail Other Eliminations (1)

Chains $ 3,092 $ — $ — $ — $ 3,092

Independent retailers 1,816 — — — 1,816

Supernatural 1,734 — — — 1,734

Retail — 571 — — 571

Other 594 — 50 — 644

Eliminations — — — ( 359 ) ( 359 )

Total $ 7,236 $ 571 $ 50 $ ( 359 ) $ 7,498

Net Sales for the 13-Week Period Ended

(in millions) April 29, 2023

Customer Channel Wholesale Retail Other Eliminations (1)

Chains $ 3,129 $ — $ — $ — $ 3,129

Independent retailers 1,875 — — — 1,875

Supernatural 1,647 — — — 1,647

Retail — 598 — — 598

Other 584 — 56 — 640

Eliminations — — — ( 382 ) ( 382 )

Total $ 7,235 $ 598 $ 56 $ ( 382 ) $ 7,507

Net Sales for the 39-Week Period Ended

(in millions) April 27, 2024

(in millions) November 2, 2024

Customer Channel Wholesale Retail Other Eliminations (1)

7 unchanged sentences

Net Sales for the 13-Week Period Ended

(in millions) April 29, 2023

(in millions) October 28, 2023

Customer Channel Wholesale Retail Other Eliminations (1)

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Accounts and notes receivable are as follows:

(in millions) April 27, 2024 July 29, 2023

(in millions) November 2, 2024 August 3, 2024

Customer accounts receivable $ 1,091 $ 936

5 unchanged sentences

In fiscal 2023, the Company entered into an agreement to sell, on a revolving basis, certain customer accounts receivable to a third-party financial institution.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of April 27, 2024 and July 29, 2023, was approximately $ 342 million and $ 310 million, respectively.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of November 2, 2024 and August 3, 2024, was approximately $ 277 million and $ 322 million, respectively.

Net proceeds received are included within cash from operating activities in the Condensed Consolidated Statements of Cash Flows in the period of sale.

The loss on sale of receivables was $ 6 million and $ 4 million for the third quarters of fiscal 2024 and 2023, respectively, and $ 16 million and $ 9 million for fiscal 2024 and 2023 year-to-date, respectively, and is recorded within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.

NOTE 4—PROPERTY AND EQUIPMENT, NET

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 year-to-date.

The fair value utilized in the Company’s impairment review was determined based on the market approach.

The impairment charge is recorded within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.

In the third quarter of fiscal 2024, the Company entered into an agreement to sell certain long-lived assets related to this corporate-owned office location, which is expected to close in the fourth quarter of fiscal 2024.

As a result, assets related to this location totaling $ 8 million are classified as held for sale within Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets as of April 27, 2024.

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 charge is recorded within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.

There were no asset impairment charges recorded for fiscal 2023 year-to-date.

The loss on sale of receivables was $ 5 million and $ 5 million for the first quarters of fiscal 2025 and 2024, respectively, and is recorded within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.

NOTE 4—RESTRUCTURING, ACQUISITION AND INTEGRATION RELATED EXPENSES

Restructuring, acquisition and integration related expenses were as follows:

13-Week Period Ended

(in millions) November 2, 2024 October 28, 2023

Restructuring and integration costs $ 11 $ 4

Closed property charges and costs, net 1 —

Total $ 12 $ 4

Restructuring and Integration Costs

Restructuring and integration costs for the first quarters of fiscal 2025 and 2024 primarily relate to costs associated with certain employee severance and other employee separation costs.

Restructuring liabilities related to severance and other employee separation costs were $ 22 million and $ 16 million as of November 2, 2024 and August 3, 2024, respectively, and are included in Accrued expenses and other current liabilities and Accrued compensation and benefits in the Condensed Consolidated Balance Sheets.

Changes in the liability for the first quarter of fiscal 2025 included $ 10 million attributable to restructuring and severance-related charges offset by $ 4 million attributable to cash settlements from the prior period balance.

NOTE 5—GOODWILL AND INTANGIBLE ASSETS, NET

1 unchanged sentence

(in millions) Wholesale Other Total

Goodwill as of July 29, 2023

Goodwill as of August 3, 2024

Change in foreign exchange rates — — —

Goodwill as of April 27, 2024

(1) Wholesale amounts are net of accumulated goodwill impairment charges of $ 717 million as of July 29, 2023 and April 27, 2024.

(2) Other amounts are net of accumulated goodwill impairment charges of $ 10 million as of July 29, 2023 and April 27, 2024.

Goodwill as of November 2, 2024

(1) Wholesale amounts are net of accumulated goodwill impairment charges of $ 717 million as of August 3, 2024 and November 2, 2024.

(2) Other amounts are net of accumulated goodwill impairment charges of $ 10 million as of August 3, 2024 and November 2, 2024.

Identifiable intangible assets, net consisted of the following:

April 27, 2024 July 29, 2023

November 2, 2024 August 3, 2024

(in millions) Gross Carrying

12 unchanged sentences

Intangibles assets, net $ 1,159 $ 528 $ 631 $ 1,159 $ 510 $ 649

Amortization expense was $ 17 million and $ 18 million for the third quarters of fiscal 2024 and 2023, respectively, and $ 53 million and $ 54 million for fiscal 2024 and 2023 year-to-date, respectively.

The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of April 27, 2024 is as shown below:

Amortization expense was $ 18 million for the first quarters of fiscal 2025 and 2024.

The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of November 2, 2024 is as shown below:

(in millions)

4 unchanged sentences

The following tables provide the fair value hierarchy for financial assets and liabilities measured on a recurring basis:

Condensed Consolidated Balance Sheets Location Fair Value at April 27, 2024

Condensed Consolidated Balance Sheets Location Fair Value at November 2, 2024

(in millions) Level 1 Level 2 Level 3

Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 5 $ —

Interest rate swaps designated as hedging instruments Other long-term assets $ — $ 4 $ —

Foreign currency derivatives designated as hedging instruments Prepaid expenses and other current assets $ — $ 1 $ —

Fuel derivatives designated as hedging instruments Accrued expenses and other current liabilities $ — $ 2 $ —

Condensed Consolidated Balance Sheets Location Fair Value at July 29, 2023

Interest rate swaps designated as hedging instruments Other long-term liabilities $ — $ 1 $ —

Condensed Consolidated Balance Sheets Location Fair Value at August 3, 2024

(in millions) Level 1 Level 2 Level 3

Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 5 $ —

Interest rate swaps designated as hedging instruments Other long-term assets $ — $ 5 $ —

Foreign currency derivatives designated as hedging instruments Prepaid expenses and other current assets $ — $ 1 $ —

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 $ —

Interest Rate Swap Contracts

1 unchanged sentence

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.

As of April 27, 2024, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 9 million;

As of November 2, 2024, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 14 million;

a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately $ 14 million.

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In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs.

April 27, 2024 July 29, 2023

November 2, 2024 August 3, 2024

(in millions) Carrying Value Fair Value Carrying Value Fair Value

5 unchanged sentences

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 as of April 27, 2024.

The Company’s interest rate swap contracts are designated as cash flow hedges as of November 2, 2024.

Interest rate swap contracts are reflected at their fair values in the Condensed Consolidated Balance Sheets.

Refer to Note 6—Fair Value Measurements of Financial Instruments for further information on the fair value of interest rate swap contracts.

Details of active swap contracts as of April 27, 2024, which are all pay fixed and receive floating, are as follows:

Details of active swap contracts as of November 2, 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

4 unchanged sentences

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

October 31, 2024 October 30, 2026 100 3.5965 % One-Month Term SOFR Monthly

October 31, 2024 October 30, 2026 100 3.6000 % One-Month Term SOFR Monthly

October 31, 2024 October 30, 2026 50 3.6000 % One-Month Term SOFR Monthly

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.

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The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions.

The entire change in the fair value of the derivative is initially reported in Other comprehensive income (outside of earnings) in the Condensed Consolidated Statements of Comprehensive (Loss) Income and subsequently reclassified to earnings in Interest expense, net in the Condensed Consolidated Statements of Operations when the hedged transactions affect earnings.

The entire change in the fair value of the derivative is initially reported in Other comprehensive loss (outside of earnings) in the Condensed Consolidated Statements of Comprehensive Loss and subsequently reclassified to earnings in Interest expense, net in the Condensed Consolidated Statements of Operations when the hedged transactions affect earnings.

The location and amount of gains or losses recognized in the Condensed Consolidated Statements of Operations for interest rate swap contracts for each of the periods, presented on a pre-tax basis, are as follows:

13-Week Period Ended 39-Week Period Ended

April 27, 2024 April 29, 2023 April 27, 2024 April 29, 2023

(in millions) Interest expense, net Interest expense, net

13-Week Period Ended

November 2, 2024 October 28, 2023

(in millions) Interest expense, net

Total amounts of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded

$ 37 $ 35 $ 112 $ 109

Gain on cash flow hedging relationships:

Gain reclassified from comprehensive income into earnings $ 5 $ 3 $ 15 $ 7

Gain reclassified from comprehensive loss into earnings

NOTE 8—LONG-TERM DEBT

1 unchanged sentence

(in millions) Average Interest Rate at

April 27, 2024

Fiscal Maturity Year April 27,

2024 July 29,

November 2, 2024

Fiscal Maturity Year November 2,

2024 August 3,

Term Loan Facility (1)

9.44 % 2031 $ 498 $ 499

ABL Credit Facility (2)

6.15 % 2027 1,276 1,113

Senior Notes (3)

6.75 % 2029 500 500

Other secured loans — % 2025 — 1

4 unchanged sentences

Long-term debt $ 2,244 $ 2,081

On October 22, 2020, the Company issued $ 500 million of unsecured 6.750 % senior notes due October 15, 2028 (the “Senior Notes”).

The Senior Notes, which are presented net of debt issuance costs of $ 6 million as of April 27, 2024 in the Condensed Consolidated Balance Sheets, are guaranteed by each of the Company’s subsidiaries that are borrowers under or that guarantee the ABL Credit Facility or the Term Loan Facility (defined below).

(1) Face value before debt issuance costs of $ 6 million and $ 6 million, respectively, and an original issue discount on debt of $ 9 million and $ 10 million, respectively.

(2) Face value before debt issuance costs of $ 7 million and $ 7 million, respectively.

(3) Face value before debt issuance costs of $ 5 million and $ 5 million, respectively.

Term Loan Facility

The term loan agreement dated as of October 22, 2018 (as amended, 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, with a springing maturity of 91 days prior to the maturity of the Senior Notes (defined below), in the event that at least $ 100 million in principal amount outstanding of such Senior Notes remains outstanding on such date.

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 November 2, 2024 and August 3, 2024, there was $ 676 million and $ 686 million, respectively, of owned real property pledged as collateral that was included in Property and equipment, net in the Condensed Consolidated Balance Sheets.

As of November 2, 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 %.

ABL Credit Facility

The revolving credit agreement dated as of June 3, 2022 (the “ABL Loan Agreement”), by and among the Company (the “U.S.

Borrower”) and UNFI Canada (the “Canadian Borrower” and, together with the U.S.

Borrower, the “Borrowers”), and the financial institutions that are parties thereto as lenders (collectively, the “ABL Lenders”), Wells Fargo Bank, N.A.

as administrative agent for the ABL Lenders, and the other parties thereto, provides for a secured asset-based revolving credit facility (the “ABL Credit Facility”), of which up to $ 2,600 million is available to the Borrowers, including a U.S.

Dollar equivalent of $ 100 million sublimit for borrowings in Canadian dollars.

Under the ABL Loan Agreement, the Borrowers may, at their option, increase the aggregate amount of the ABL Credit Facility in an amount of up to $ 750 million without the consent of any ABL Lenders not participating in such increase, subject to certain customary conditions and applicable lenders committing to provide the increase in funding.

There is no assurance that additional funding would be available.

The Borrowers’ obligations under the ABL Credit Facility are guaranteed by most of the Company’s wholly-owned subsidiaries (collectively, the “Guarantors”), subject to customary exceptions and limitations.

The Borrowers’ obligations under the ABL Credit Facility and the Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on certain accounts receivable, inventory and certain other assets arising therefrom or related thereto of the Borrowers and Guarantors (including substantially all of their deposit accounts, collectively, the “ABL Assets”) and (ii) a second-priority lien on all of the Borrowers’ and Guarantors’ assets that do not constitute ABL Assets, in each case, subject to customary exceptions and limitations.

Availability under the ABL Credit Facility is subject to a borrowing base (the “Borrowing Base”), which is based on 90 % of eligible accounts receivable, plus 90 % of eligible credit card receivables, plus 90 % to 92.5 % of the net orderly liquidation value of eligible inventory, plus 90 % of eligible pharmacy receivables, plus certain availability related to pharmacy prescription files, after adjusting for customary reserves, but at no time shall exceed the lesser of the aggregate commitments under the ABL Credit Facility (currently $ 2,600 million) or the Borrowing Base.

The assets included in the Condensed Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a first-priority basis were as follows:

(in millions) April 27,

2024 July 29,

Certain inventory assets included in Inventories, net $ 1,828 $ 1,861

Certain receivables included in Accounts receivable, net 563 571

Pharmacy prescription files included in Intangible assets, net 7 11

Total $ 2,398 $ 2,443

As of April 27, 2024, the Borrowers’ Borrowing Base was $ 2,427 million, reflecting the advance rates described above and $ 95 million of reserves, which is below the $ 2,600 million limit of availability.

The revolving credit agreement dated as of June 3, 2022, (as amended, 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.

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 margins 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) November 2, 2024

Applicable margin for revolver base rate loans 0.00 % - 0.25 %

Applicable margin for revolver SOFR and BA loans (1)

1.00 % - 1.25 %

Applicable margin for FILO base rate loans 1.50 %

Applicable margin for FILO SOFR loans 2.50 %

Unutilized commitment fees 0.20 %

Letter of credit fees 1.125 % - 1.375 %

(1) The Company utilizes SOFR-based loans and UNFI Canada utilizes bankers’ acceptance rate-based loans.

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).

As of November 2, 2024, the borrowing base was $ 2,589 million, reflecting the advance rates described above and $ 110 million of reserves, which is below the $ 2,730 million limit of availability.

This resulted in total availability of $ 2,589 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) April 27, 2024

(in millions) November 2, 2024

Total availability for ABL loans and letters of credit $ 2,589

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Unused credit $ 1,137

The applicable interest rates, unutilized commitment fees and letter of credit fees under the ABL Credit Facility are variable and are dependent upon the prior fiscal quarter’s daily Average Availability (as defined in the ABL Loan Agreement), and were as follows:

Range of Facility Rates and Fees (per annum) April 27, 2024

Borrowers’ applicable margin for base rate loans 0.00 % - 0.25 %

Borrowers’ applicable margin for SOFR and BA loans (1)

1.00 % - 1.25 %

Unutilized commitment fees 0.20 %

Letter of credit fees 1.125 % - 1.375 %

Borrower utilizes SOFR-based loans and the Canadian Borrower utilizes bankers’ acceptance rate-based loans.

Subsequent to the end of the third quarter of fiscal 2024, the Company entered into an amendment to the ABL Loan Agreement.

Refer to Note 16—Subsequent Events for additional information.

Term Loan Facility

The term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”), by and among the Company and SUPERVALU INC.

(“Supervalu” and, collectively with the Company, the “Initial Term Borrowers”), the financial institutions that are parties thereto as lenders (collectively, the “Term Lenders”), Credit Suisse, as administrative agent for the Term Lenders, and the other parties thereto, provides for a $ 1,800 million senior secured first lien term loan (the “Term Loan Facility”).

The net proceeds from the Term Loan Facility were used to finance the Supervalu acquisition and related transaction costs.

Any amounts then outstanding were to be payable in full on October 22, 2025.

The obligations under the Term Loan Facility are guaranteed by the Guarantors, subject to customary exceptions and limitations.

The Initial Term Borrowers’ obligations under the Term Loan Facility and the Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on substantially all of the Initial Term Borrowers’ and the Guarantors’ assets other than the ABL Assets and (ii) a second-priority lien on substantially all of the Initial Term Borrowers’ and the Guarantors’ ABL Assets, in each case, subject to customary exceptions and limitations, including an exception for owned real property with net book values of less than or equal to $ 10 million.

As of April 27, 2024 and July 29, 2023, there was $ 604 million and $ 617 million, respectively, of owned real property pledged as collateral that was included in Property and equipment, net in the Condensed Consolidated Balance Sheets.

The Company must prepay loans outstanding under the Term Loan Facility no later than 130 days after the fiscal year end in an aggregate principal amount equal to a specified percentage (which percentage ranges from 0 to 75 percent depending on the Consolidated First Lien Net Leverage Ratio as of the last day of such fiscal year) of Excess Cash Flow (as defined in the Term Loan Agreement), minus certain types of voluntary prepayments of indebtedness made during such fiscal year.

The potential amount of prepayment from Excess Cash Flow in fiscal 2024 that may be required in fiscal 2025 is not reasonably estimable as of April 27, 2024.

As of April 27, 2024, the Company had borrowings of $ 645 million outstanding under the Term Loan Facility, which are presented in the Condensed Consolidated Balance Sheets net of debt issuance costs of $ 7 million and an original issue discount on debt of $ 4 million.

As of April 27, 2024, no amount of the Term Loan Facility was classified as current.

As of April 27, 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 2.25 % or (ii) a SOFR rate plus a margin of 3.25 %, provided that the SOFR rate shall never be less than 0.0 %.

Subsequent to the end of the third quarter of fiscal 2024, the Company entered into an amendment further amending the Term Loan Agreement.

Refer to Note 16—Subsequent Events for additional information.

NOTE 9—COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2024 year-to-date were as follows:

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.

NOTE 9—COMPREHENSIVE LOSS AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in Accumulated other comprehensive loss by component, net of tax, for the first quarter of fiscal 2025 were as follows:

(in millions) Other Cash Flow Derivatives Benefit Plans Foreign Currency Translation Swap Agreements Total

Accumulated other comprehensive loss at August 3, 2024 $ — $ ( 22 ) $ ( 24 ) $ ( 1 ) $ ( 47 )

Other comprehensive income before reclassifications 1 — — 5 6

Amortization of cash flow hedges ( 1 ) — — ( 3 ) ( 4 )

Net current period Other comprehensive income — — — 2 2

Accumulated other comprehensive (loss) income at November 2, 2024 $ — $ ( 22 ) $ ( 24 ) $ 1 $ ( 45 )

Changes in Accumulated other comprehensive loss by component, net of tax, for the first quarter of fiscal 2024 were as follows:

(in millions) Other Cash Flow Derivatives Benefit Plans Foreign Currency Translation Swap Agreements Total

Accumulated other comprehensive (loss) income at July 29, 2023 $ — $ ( 21 ) $ ( 21 ) $ 14 $ ( 28 )

Other comprehensive income (loss) before reclassifications 1 — ( 3 ) 1 ( 1 )

Amortization of amounts included in net periodic benefit income — 1 — — 1

Amortization of cash flow hedges — — — ( 4 ) ( 4 )

Net current period Other comprehensive income (loss) 1 — ( 3 ) ( 3 ) ( 5 )

Accumulated other comprehensive (loss) income at April 27, 2024 $ — $ ( 20 ) $ ( 23 ) $ 10 $ ( 33 )

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2023 year-to-date were as follows:

(in millions) Other Cash Flow Derivatives Benefit Plans Foreign Currency Translation Swap Agreements Total

Accumulated other comprehensive income (loss) at July 30, 2022 $ 2 $ ( 3 ) $ ( 19 ) $ — $ ( 20 )

Other comprehensive (loss) income before reclassifications ( 6 ) — ( 4 ) 17 7

Amortization of amounts included in net periodic benefit income — 1 — — 1

Amortization of cash flow hedges 2 — — ( 5 ) ( 3 )

Net current period Other comprehensive (loss) income ( 4 ) 1 ( 4 ) 12 5

Accumulated other comprehensive (loss) income at April 29, 2023 $ ( 2 ) $ ( 2 ) $ ( 23 ) $ 12 $ ( 15 )

Accumulated other comprehensive income (loss) at October 28, 2023 $ 1 $ ( 21 ) $ ( 24 ) $ 11 $ ( 33 )

Items reclassified out of Accumulated other comprehensive loss had the following impact on the Condensed Consolidated Statements of Operations:

13-Week Period Ended 39-Week Period Ended Affected Line Item on the Condensed Consolidated Statements of Operations

(in millions) April 27,

2024 April 29,

2023 April 27,

2024 April 29,

Pension and postretirement benefit plan net assets:

Amortization of amounts included in net periodic benefit income (1)

$ 1 $ — $ 2 $ 1 Net periodic benefit income, excluding service cost

Income tax benefit ( 1 ) — ( 1 ) — (Benefit) provision for income taxes

Total reclassifications, net of tax $ — $ — $ 1 $ 1

13-Week Period Ended Affected Line Item on the Condensed Consolidated Statements of Operations

(in millions) November 2,

2024 October 28,

Swap agreements:

Reclassification of cash flow hedges $ ( 4 ) $ ( 5 ) Interest expense, net

Income tax expense 1 1 4 2 (Benefit) provision for income taxes

Income tax expense 1 1 Benefit for income taxes

Total reclassifications, net of tax $ ( 3 ) $ ( 4 )

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Reclassification of cash flow hedge $ ( 1 ) $ — Cost of sales

Income tax benefit — — — ( 1 ) (Benefit) provision for income taxes

Income tax expense — — Benefit for income taxes

Total reclassifications, net of tax $ ( 1 ) $ —

(1) Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost as reflected in Note 11—Benefit Plans.

As of April 27, 2024, the Company expects to reclassify $ 11 million related to unrealized derivative gains out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period.

NOTE 10—SHARE-BASED AWARDS

In fiscal 2024 year-to-date, the Company granted restricted stock units and performance share units to its directors, executive officers and certain employees representing a right to receive an aggregate of 3.4 million shares.

As of April 27, 2024, there were 1.8 million shares available for issuance under the Third Amended and Restated 2020 Equity Incentive Plan.

As of November 2, 2024, the Company expects to reclassify $ 5 million related to unrealized derivative gains out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period.

NOTE 10—BENEFIT PLANS

Net periodic benefit (income) cost and contributions to defined benefit pension and other postretirement benefit plans consisted of the following:

13-Week Period Ended

Pension Benefits Other Postretirement Benefits

(in millions) April 27, 2024 April 29, 2023 April 27, 2024 April 29, 2023

Interest cost $ 18 $ 16 $ — $ —

Expected return on plan assets ( 23 ) ( 24 ) — —

Amortization of prior service cost — — 1 —

Net periodic benefit (income) cost $ ( 5 ) $ ( 8 ) $ 1 $ —

Contributions to benefit plans $ ( 1 ) $ ( 1 ) $ — $ —

Net periodic benefit (income) costs for defined benefit pension plans consisted of the following:

13-Week Period Ended

Pension Benefits Other Postretirement Benefits

(in millions) April 27, 2024 April 29, 2023 April 27, 2024 April 29, 2023

(in millions) November 2, 2024 October 28, 2023

Interest cost $ 18 $ 19

Expected return on plan assets ( 23 ) ( 22 )

Amortization of prior service cost — — 2 1

Net periodic benefit (income) cost $ ( 13 ) $ ( 23 ) $ 2 $ 1

Contributions to benefit plans $ ( 1 ) $ ( 1 ) $ — $ —

Net periodic benefit income $ ( 5 ) $ ( 3 )

Other postretirement benefits costs were de minimis for the first quarters of fiscal 2025 and 2024.

Contributions

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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.

Contributions for the first quarters of fiscal 2025 and 2024 were de minimis.

Multiemployer Pension Plans

The Company contributed $ 12 million and $ 13 million in the third quarters of fiscal 2024 and 2023, respectively, and $ 38 million and $ 36 million in fiscal 2024 and 2023 year-to-date, respectively, to multiemployer pension plans, which contributions are included within Operating expenses.

The Company contributed $ 13 million in the first quarters of fiscal 2025 and 2024, to multiemployer pension plans, which contributions are included within Operating expenses.

NOTE 11—INCOME TAXES

The effective tax rate for the third quarter of fiscal 2024 was a benefit rate of 23.1 % on pre-tax loss compared to a benefit rate of 14.3 % on pre-tax income for the third quarter of fiscal 2023.

The change from the third quarter of fiscal 2023 is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2023, and the reduction in pre-tax income during the third quarter of fiscal 2023.

The effective tax rate for fiscal 2024 year-to-date was a benefit rate of 21.5 % on pre-tax loss compared to an expense rate of 11.8 % on pre-tax income for fiscal 2023 year-to-date.

The change from fiscal 2023 year-to-date is primarily driven by the reduction of discrete tax benefits related to employee stock award vestings in the first quarter of fiscal 2024.

In addition, the first quarter of fiscal 2023 included a tax benefit from the release of reserves for unrecognized tax positions, while the third quarter of fiscal 2024 included a tax expense for the establishment of reserves for unrecognized tax positions.

The primary drivers for the variation between the Company’s statutory tax rate and its effective tax rate for fiscal 2024 and fiscal 2023 year-to-date were discrete tax detriments and benefits, respectively, resulting from share award vestings and changes in reserves for unrecognized tax positions.

NOTE 13—EARNINGS PER SHARE

The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share:

13-Week Period Ended 39-Week Period Ended

(in millions, except per share data) April 27,

2024 April 29,

2023 April 27,

2024 April 29,

The effective tax rate for the first quarter of fiscal 2025 was a benefit rate of 16.7 % on pre-tax loss compared to a benefit rate of 18.8 % on pre-tax loss for the first quarter of fiscal 2024.

The change from the first quarter of fiscal 2024 is primarily driven by an increase in state net operating loss valuation allowances for the first quarter of fiscal 2025.

The primary drivers for the variation between the Company’s statutory tax rate and its effective tax rate were state net operating loss valuation allowances for the first quarter of fiscal 2025, and discrete tax detriments resulting from share award vestings for the first quarters of fiscal 2025 and fiscal 2024.

NOTE 12—LOSS PER SHARE

The following is a reconciliation of the basic and diluted number of shares used in computing loss per share:

13-Week Period Ended

(in millions, except per share data) November 2,

2024 October 28,

Basic weighted average shares outstanding 59.6 58.7

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Diluted weighted average shares outstanding 59.6 58.7

Basic (loss) earnings per share (1)

Basic loss per share (1)

$ ( 0.35 ) $ ( 0.67 )

Diluted (loss) earnings per share (1)

Diluted loss per share (1)

$ ( 0.35 ) $ ( 0.67 )

Anti-dilutive share-based awards excluded from the calculation of diluted (loss) earnings per share 4.1 0.9 2.1 0.8

(1) (Loss) earnings per share amounts are calculated using actual unrounded figures.

Anti-dilutive share-based awards excluded from the calculation of diluted loss per share

(1) Loss per share amounts are calculated using actual unrounded figures.

NOTE 13—BUSINESS SEGMENTS

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Reportable segments are reviewed on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred.

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:

13-Week Period Ended 39-Week Period Ended

(in millions) April 27, 2024 April 29, 2023 April 27, 2024 April 29, 2023

The following table provides information by reportable segment, including Net sales, Adjusted EBITDA, with a reconciliation to Loss before income taxes, depreciation and amortization, and payments for capital expenditures:

13-Week Period Ended

(in millions) November 2, 2024 October 28, 2023

Wholesale (1)

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Retail 586 606

Other 50 56 162 172

Eliminations ( 363 ) ( 395 )

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Retail — ( 1 )

Other 7 ( 1 ) 14 33

Eliminations 2 ( 2 )

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LIFO charge ( 7 ) ( 7 )

Restructuring, acquisition and integration related (expenses) benefits ( 9 ) 4 ( 17 ) ( 1 )

Restructuring, acquisition and integration related expenses ( 12 ) ( 4 )

Loss on sale of assets and other asset charges ( 6 ) ( 19 )

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Other adjustments — ( 4 )

(Loss) income before income taxes

Loss before income taxes

$ ( 24 ) $ ( 48 )

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Wholesale $ 70 $ 67

Retail 9 9 25 27

Other — 2 3 5

Total depreciation and amortization $ 80 $ 78

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Wholesale $ 47 $ 71

Retail 8 3 14 23

Total capital expenditures $ 49 $ 74

(1) As presented in Note 3—Revenue Recognition, the Company recorded $ 300 million and $ 319 million for the third quarters of fiscal 2024 and 2023, respectively, and $ 951 million and $ 1,006 million in fiscal 2024 and 2023 year-to-date, respectively, within Net sales in its Wholesale reportable segment attributable to Wholesale to Retail sales that have been eliminated upon consolidation.

(1) As presented in Note 3—Revenue Recognition, the Company recorded $ 301 million and $ 321 million for the first quarters of fiscal 2025 and 2024, respectively, within Net sales in its Wholesale reportable segment attributable to Wholesale to Retail sales that have been eliminated upon consolidation.

Total assets by reportable segment were as follows:

(in millions) April 27, 2024 July 29, 2023

(in millions) November 2, 2024 August 3, 2024

Wholesale $ 7,001 $ 6,563

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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 April 27, 2024.

The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of November 2, 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 .

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 eleven years , with a weighted average remaining term of approximately five 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.

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The Company reviews performance risk related to its guarantee obligations based on internal measures of credit performance.

As of April 27, 2024, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 10 million ($ 8 million on a discounted basis).

Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of April 27, 2024, a total estimated loss of less than $ 1 million is recorded in the Condensed Consolidated Balance Sheets.

As of November 2, 2024, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 11 million ($ 9 million on a discounted basis).

Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of November 2, 2024, a total estimated loss of less than $ 1 million is recorded in the Condensed 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.

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While the Company’s aggregate indemnification obligations could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability.

No amount has been recorded in the Condensed Consolidated Balance Sheets for these contingent obligations as the fair value has been determined to be de minimis.

In connection with Supervalu’s sale of New Albertson’s, Inc.

(“NAI”) on March 21, 2013, the Company remains contingently liable with respect to certain self-insurance commitments and other guarantees as a result of parental guarantees issued by Supervalu with respect to the obligations of NAI that were incurred while NAI was Supervalu’s subsidiary.

Based on the expected settlement of the self-insurance claims that underlie the Company’s commitments, the Company believes that such contingent liabilities will continue to decline.

Subsequent to the sale of NAI, NAI collateralized most of these obligations with letters of credit and surety bonds to numerous state governmental authorities.

Because NAI remains a primary obligor on these self-insurance and other obligations and has collateralized most of the self-insurance obligations for which the Company remains contingently liable, the Company believes that the likelihood that it will be required to assume a material amount of these obligations is remote.

Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these guarantees, as the fair value has been determined to be de minimis.

Agreements with Save-A-Lot and Onex

The Agreement and Plan of Merger pursuant to which Supervalu sold the Save-A-Lot business in 2016 (the “SAL Merger Agreement”) contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and covenants, and certain other specified matters, on the terms and subject to the limitations set forth in the SAL Merger Agreement.

Similarly, Supervalu entered into a Separation Agreement (the “Separation Agreement”) with Moran Foods, LLC d/b/a Save-A-Lot (“Moran Foods”), which contains indemnification obligations and covenants related to the separation of the assets and liabilities of the Save-A-Lot business from the Company.

The Company also entered into a Services Agreement with Moran Foods (the “Services Agreement”), pursuant to which the Company provided Save-A-Lot with various technical, human resources, finance and other operational services.

The Company primarily ceased providing services under the Services Agreement in fiscal 2022.

The Services Agreement generally requires each party to indemnify the other party against third-party claims arising out of the performance of or the provision or receipt of services under the Services Agreement.

While the Company’s aggregate indemnification obligations to Save-A-Lot and Onex, the purchaser of Save-A-Lot, could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability.

The Company has recorded the de minimis fair value of the guarantee in the Condensed Consolidated Balance Sheets within Other long-term liabilities.

The Company has recorded the de minimis fair value of these guarantees and contingent obligations, when applicable, in the Condensed Consolidated Balance Sheets.

Other Contractual Commitments

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These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations.

As of April 27, 2024, the Company had approximately $ 577 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year.

As of April 27, 2024, the Company had commitments of $ 336 million for future undiscounted minimum lease payments on leases signed but not yet commenced with terms of up to 21 years from commencement date.

A lease agreement for a facility in Manchester, Pennsylvania entered into in fiscal 2023 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 Condensed Consolidated Balance Sheets.

As of November 2, 2024, the Company had approximately $ 512 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year.

As of November 2, 2024, the Company had commitments of $ 49 million for future undiscounted minimum lease payments on leases signed but not yet commenced with terms of up to 21 years from commencement date.

A lease agreement for a distribution center in Sarasota, Florida commenced in the first quarter of fiscal 2025 resulting in the recognition of a $ 118 million right-of-use asset and operating lease liability in the Condensed Consolidated Balance Sheets.

Legal Proceedings

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In accordance with the Stock Purchase Agreement dated January 10, 2013, between New Albertson’s Inc.

(“New Albertson’s”) and the Company (the “Stock Purchase Agreement”), New Albertson’s is defending and indemnifying UNFI in a majority of the cases under a reservation of rights as those cases relate to New Albertson’s pharmacies.

(“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.

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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 by the next status conference on June 10, 2024.

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.

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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 trial date is set for March 9, 2026.

The Company believes these claims are without merit and is vigorously defending this matter.

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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.

The trial is now scheduled to begin September 30, 2024.

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 10, 2025.

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.

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.

On October 28, 2024, the Company answered the complaint denying the allegations.

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);

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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 April 27, 2024, no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings.

As of November 2, 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.

NOTE 16—SUBSEQUENT EVENTS

On May 1, 2024, the Company entered into an amendment (the “First ABL Amendment”) to the ABL Loan Agreement.

The First ABL Amendment provides for (i) the creation of a First In, Last Out (“FILO”) tranche of incremental loans of $ 130 million under the ABL Loan Agreement (the “ABL FILO Loan”) with an Applicable Margin (as defined in the ABL Loan Agreement) equal to SOFR plus 2.50 % per annum (or a base rate plus 1.5 % per annum), (ii) the removal of the obligation of the Canadian Obligors (as defined in the ABL Loan Agreement) to provide credit support for U.S.

Revolver Loans (as defined in the ABL Loan Agreement) and (iii) other administrative changes.

The ABL FILO Loan is subject to a borrowing base which is based on 5 % of eligible accounts receivable, plus 5 % of eligible credit card receivables, plus 5 % of the net orderly liquidation value of eligible inventory, plus 5 % of the value of eligible pharmacy receivables of each U.S.

Obligor (as defined in the ABL Loan Agreement).

On May 1, 2024, the $ 130 million of ABL FILO Loan proceeds were used to make a voluntary prepayment on the Term Loan Facility as further described below.

On May 1, 2024, the Company entered into an amendment (the “Fourth Term Loan Amendment”) further amending the Term Loan Agreement.

The Fourth Term Loan Amendment provides for the refinancing of the existing term loans that resulted in (i) the reduction of the principal amount of the Term Loan Facility to $ 500 million, (ii) the extension of the maturity to May 1, 2031 (but with a springing maturity to (a) the date 91 days prior to the expiration of the Company’s distribution contract with Whole Foods Market Distribution, Inc.

(“Whole Foods Market”) if such agreement shall not have been extended beyond the term of the Term Loan Facility, and (b) 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), (iii) a change in 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, (iv) the appointment of JPMorgan Chase Bank, N.A., as replacement administrative and collateral agent, (v) the addition of UNFI Wholesale, Inc.

(“UNFI Wholesale”) and UNFI Distribution Company, LLC (“UNFI Distribution”) as co-borrowers (the Company, UNFI Wholesale, UNFI Distribution, and Supervalu collectively, the “Term Borrowers”), and (vi) other administrative changes.

In conjunction with the Fourth Term Loan Amendment, the Company made a voluntary prepayment of $ 145 million on the Term Loan Facility funded with the $ 130 million of ABL FILO Loan proceeds (described above) and incremental borrowings under the ABL Credit Facility.

In connection with the Fourth Term Loan Amendment and prepayment, the Company expects to incur a loss on debt extinguishment of $ 10 million in the fourth quarter of fiscal 2024 related to unamortized debt issuance costs and a loss on unamortized original issue discount.

On May 21, 2024, the Company entered into an amended and restated distribution agreement with Whole Foods Market, which, among other things, extended the term of the agreement from September 27, 2027 to May 20, 2032, and which satisfies the extension requirement in the Term Loan Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements