What changed in this filing

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Item 1. Financial Statements

2025-06-10 compared with 2025-03-11 · 123 added, 102 removed, 638 unchanged (26% of the section changed)

35 unchanged sentences

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

63.0 shares issued and 60.5 shares outstanding at February 1, 2025;

63.1 shares issued and 60.6 shares outstanding at May 3, 2025;

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

14 unchanged sentences

13-Week Period Ended 39-Week Period Ended

2025 January 27,

2024 February 1,

2025 January 27,

2025 April 27,

Net sales $ 8,059 $ 7,498 $ 24,088 $ 22,825

27 unchanged sentences

13-Week Period Ended 39-Week Period Ended

2025 January 27,

2024 February 1,

2025 January 27,

2025 April 27,

Net loss including noncontrolling interests $ ( 7 ) $ ( 20 ) $ ( 29 ) $ ( 73 )

9 unchanged sentences

$ ( 8 ) $ ( 19 ) $ ( 31 ) $ ( 80 )

(1) Amounts are net of tax expense (benefit) of $ 0 million and $( 1 ) million for the second quarters of fiscal 2025 and 2024, respectively, and $ 1 million and $( 2 ) million for fiscal 2025 and 2024 year-to-date, respectively.

(1) Amounts are net of tax (benefit) expense of $( 1 ) million and $ 1 million for the third quarters of fiscal 2025 and 2024, respectively, and $ 0 million and $( 1 ) million for fiscal 2025 and 2024 year-to-date, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the 13-week periods ended February 1, 2025 and January 27, 2024

For the 13-week periods ended May 3, 2025 and April 27, 2024

(in millions)

4 unchanged sentences

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 February 1, 2025 63.0 $ 1 2.5 $ ( 86 ) $ 642 $ ( 46 ) $ 1,114 $ 1,625 $ — $ 1,625

Restricted stock vestings 0.1 — — — — — — — — —

2 unchanged sentences

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

Net (loss) income — — — — — — ( 3 ) ( 3 ) 1 ( 2 )

Balances at February 1, 2025 63.0 $ 1 2.5 $ ( 86 ) $ 642 $ ( 46 ) $ 1,114 $ 1,625 $ — $ 1,625

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

Net loss — — — — — — ( 7 ) ( 7 ) — ( 7 )

Balances at May 3, 2025 63.1 $ 1 2.5 $ ( 86 ) $ 650 $ ( 47 ) $ 1,107 $ 1,625 $ ( 1 ) $ 1,624

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

Restricted stock vestings 0.1 — — — — — — — — —

Share-based compensation — — — — 11 — — 11 — 11

Other comprehensive loss — — — — — ( 2 ) — ( 2 ) — ( 2 )

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

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

Distributions to noncontrolling interests — — — — — — — — ( 2 ) ( 2 )

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

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

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

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the 26-week periods ended February 1, 2025 and January 27, 2024

For the 39-week periods ended May 3, 2025 and April 27, 2024

(in millions)

7 unchanged sentences

Share-based compensation — — — — 24 — — 24 — 24

Other comprehensive income — — — — — 1 — 1 — 1

Other comprehensive loss — — — — — — — — — —

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

Net (loss) income — — — — — — ( 31 ) ( 31 ) 2 ( 29 )

Balances at February 1, 2025 63.0 $ 1 2.5 $ ( 86 ) $ 642 $ ( 46 ) $ 1,114 $ 1,625 $ — $ 1,625

Balances at May 3, 2025 63.1 $ 1 2.5 $ ( 86 ) $ 650 $ ( 47 ) $ 1,107 $ 1,625 $ ( 1 ) $ 1,624

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 — — — — — — — — ( 4 ) ( 4 )

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

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

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

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

39-Week Period Ended

(in millions) February 1,

2025 January 27,

(in millions) May 3,

2025 April 27,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss including noncontrolling interests $ ( 29 ) $ ( 73 )

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

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 242 228

3 unchanged sentences

Net pension and other postretirement benefit income ( 15 ) ( 11 )

Deferred income tax benefit ( 3 ) —

LIFO charge 5 19

7 unchanged sentences

Accrued expenses and other liabilities ( 158 ) 175

Net cash provided by (used in) operating activities

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

13 unchanged sentences

Distributions to noncontrolling interests ( 3 ) ( 4 )

Repayments of other loans — ( 2 )

Other — ( 2 )

1 unchanged sentence

EFFECT OF EXCHANGE RATE ON CASH — —

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, at beginning of period 40 37

2 unchanged sentences

Cash paid for interest $ 120 $ 118

Cash refunds for federal, state, and foreign income taxes, net $ ( 1 ) $ ( 13 )

Cash payments (refunds) for federal, state, and foreign income taxes, net $ 1 $ ( 10 )

Leased assets obtained in exchange for new operating lease liabilities $ 301 $ 317

11 unchanged sentences

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

References to the second quarter of fiscal 2025 and 2024 relate to the 13-week fiscal quarters ended February 1, 2025 and January 27, 2024, respectively.

References to fiscal 2025 and 2024 year-to-date relate to the 26-week fiscal periods ended February 1, 2025 and January 27, 2024, respectively.

References to the third quarter of fiscal 2025 and 2024 relate to the 13-week fiscal quarters ended May 3, 2025 and April 27, 2024, respectively.

References to fiscal 2025 and 2024 year-to-date relate to the 39-week fiscal periods ended May 3, 2025 and April 27, 2024, respectively.

Basis of Presentation

18 unchanged sentences

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 February 1, 2025 and August 3, 2024, the Company had net book overdrafts of $ 284 million and $ 243 million, respectively.

As of May 3, 2025 and August 3, 2024, the Company had net book overdrafts of $ 249 million and $ 243 million, respectively.

Inventories, Net

4 unchanged sentences

Allowances for inventory shortages are recorded based on the results of these counts.

The LIFO reserve was $ 361 million and $ 351 million as of February 1, 2025 and August 3, 2024, respectively, which is recorded within Inventories, net on the Condensed Consolidated Balance Sheets.

The LIFO reserve was $ 356 million and $ 351 million as of May 3, 2025 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

35 unchanged sentences

In the second quarter of fiscal 2025, the Company announced that it is realigning its commercial wholesale organization into two product-centered business divisions to enhance service to its customers and suppliers with commercial teams providing a more customized product and service-centered experience.

These two divisions are Conventional Grocery Products and Natural, Organic, Specialty & Fresh Products.

Each commercial division will have focused sales teams aligned to the unique product and service needs of its retail customers.

These two divisions, Conventional Grocery Products and Natural, Organic, Specialty & Fresh Products, each have focused sales teams aligned to the unique product and service needs of their retail customers.

The Company updated its presentation of disaggregated revenue to align with how management evaluates its top-line commercial and financial performance.

7 unchanged sentences

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.

13-Week Period Ended February 1, 2025

13-Week Period Ended May 3, 2025

(in millions)

5 unchanged sentences

Total $ 7,776 $ 573 $ 56 $ ( 346 ) $ 8,059

13-Week Period Ended January 27, 2024 (2)

13-Week Period Ended April 27, 2024 (2)

(in millions)

5 unchanged sentences

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

26-Week Period Ended February 1, 2025

39-Week Period Ended May 3, 2025

(in millions)

5 unchanged sentences

Total $ 23,238 $ 1,769 $ 167 $ ( 1,086 ) $ 24,088

26-Week Period Ended January 27, 2024 (2)

39-Week Period Ended April 27, 2024 (2)

(in millions)

14 unchanged sentences

Accounts and notes receivable are as follows:

(in millions) February 1, 2025 August 3, 2024

(in millions) May 3, 2025 August 3, 2024

Customer accounts receivable $ 981 $ 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 February 1, 2025 and August 3, 2024, was approximately $ 311 million and $ 322 million, respectively.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of May 3, 2025 and August 3, 2024, was approximately $ 417 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 $ 4 million and $ 5 million for the second quarters of fiscal 2025 and 2024, respectively, and $ 9 million and $ 10 million for fiscal 2025 and 2024 year-to-date, respectively, and is recorded within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.

The loss on sale of receivables was $ 5 million and $ 6 million for the third quarters of fiscal 2025 and 2024, respectively, and $ 14 million and $ 16 million for fiscal 2025 and 2024 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—RESTRUCTURING, ACQUISITION AND INTEGRATION RELATED EXPENSES

1 unchanged sentence

13-Week Period Ended 39-Week Period Ended

(in millions) February 1, 2025 January 27, 2024 February 1, 2025 January 27, 2024

(in millions) May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

Restructuring and integration costs $ 12 $ 7 $ 28 $ 15

2 unchanged sentences

Restructuring and Integration Costs

Restructuring and integration costs for the second quarters and year-to-date 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 February 1, 2025 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 severance and other employee separation costs for the 26-week period ended February 1, 2025 included $ 14 million attributable to restructuring and severance-related charges offset by $ 8 million attributable to cash settlements from the prior period balance.

Restructuring and integration costs for the third quarter and year-to-date fiscal 2025 primarily relate to costs associated with certain employee severance and other employee separation costs and outsourcing certain corporate functions under restructuring initiatives.

Restructuring and integration costs for the third quarter and year-to-date fiscal 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 $ 15 million and $ 16 million as of May 3, 2025 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 severance and other employee separation costs for the 39-week period ended May 3, 2025 included $ 19 million attributable to restructuring and severance-related charges offset by $ 20 million attributable to cash settlements from the prior period balance.

Closed Property Charges and Costs

Closed property charges for the third quarters and year-to-date fiscal 2025 and 2024 primarily relate to non-operating distribution centers as the Company optimizes its distribution center network, and non-operating retail stores.

NOTE 5—GOODWILL AND INTANGIBLE ASSETS, NET

3 unchanged sentences

Change in foreign exchange rates — — —

Goodwill as of February 1, 2025

(1) Wholesale amounts are net of accumulated goodwill impairment charges of $ 717 million as of August 3, 2024 and February 1, 2025.

(2) Other amounts are net of accumulated goodwill impairment charges of $ 10 million as of August 3, 2024 and February 1, 2025.

Goodwill as of May 3, 2025

(1) Wholesale amounts are net of accumulated goodwill impairment charges of $ 717 million as of August 3, 2024 and May 3, 2025.

(2) Other amounts are net of accumulated goodwill impairment charges of $ 10 million as of August 3, 2024 and May 3, 2025.

Identifiable intangible assets, net consisted of the following:

February 1, 2025 August 3, 2024

May 3, 2025 August 3, 2024

(in millions) Gross Carrying

12 unchanged sentences

Intangibles assets, net $ 1,153 $ 560 $ 593 $ 1,159 $ 510 $ 649

Amortization expense was $ 18 million for the second quarters of fiscal 2025 and 2024, and $ 36 million for fiscal 2025 and 2024 year-to-date.

The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of February 1, 2025 is as shown below:

Amortization expense was $ 17 million for the third quarters of fiscal 2025 and 2024, and $ 53 million for fiscal 2025 and 2024 year-to-date.

The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of May 3, 2025 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 February 1, 2025

Condensed Consolidated Balance Sheets Location Fair Value at May 3, 2025

(in millions) Level 1 Level 2 Level 3

Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 2 $ —

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

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

Interest rate swaps designated as hedging instruments Other long-term liabilities $ — $ 3 $ —

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

8 unchanged sentences

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 February 1, 2025, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 12 million;

As of May 3, 2025, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 11 million;

a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately $ 11 million.

5 unchanged sentences

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

February 1, 2025 August 3, 2024

May 3, 2025 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 February 1, 2025.

The Company’s interest rate swap contracts are designated as cash flow hedges as of May 3, 2025.

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 February 1, 2025, which are all pay fixed and receive floating, are as follows:

Details of active swap contracts as of May 3, 2025, 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

17 unchanged sentences

13-Week Period Ended 39-Week Period Ended

February 1, 2025 January 27, 2024 February 1, 2025 January 27, 2024

May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

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

7 unchanged sentences

(in millions) Average Interest Rate at

February 1, 2025

Fiscal Maturity Year February 1,

Fiscal Maturity Year May 3,

2025 August 3,

18 unchanged sentences

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 February 1, 2025 and August 3, 2024, there was $ 660 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 February 1, 2025, the borrowings under the Term Loan Facility bear interest at rates that, at the Term Borrowers’ option, can be either:

As of May 3, 2025 and August 3, 2024, there was $ 651 million and $ 686 million, respectively, of owned real property pledged as collateral that was included in Property and equipment, net and Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

As of May 3, 2025, 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 %.

Subsequent to the third quarter of fiscal 2025, on May 5, 2025, the Company made a voluntary prepayment of $ 100 million on the Term Loan Facility funded with incremental borrowings under the ABL Credit Facility.

This prepayment will count towards any requirement to prepay the Term Loan Facility from Excess Cash Flow (as defined in the Term Loan Agreement) generated during fiscal 2025, which would be due in fiscal 2026.

In connection with this prepayment, the Company expects to incur a loss on debt extinguishment of $ 4 million in the fourth quarter of fiscal 2025 related to unamortized debt issuance costs, unamortized original issue discount and the required 1 % prepayment premium, which will be recorded within Interest expense, net.

ABL Credit Facility

3 unchanged sentences

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) February 1, 2025

Range of Facility Rates and Fees (per annum) May 3, 2025

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

9 unchanged sentences

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 February 1, 2025, the borrowing base was $ 2,545 million, reflecting the advance rates described above and $ 108 million of reserves, which is below the $ 2,730 million limit of availability.

As of May 3, 2025, the borrowing base was $ 2,618 million, reflecting the advance rates described above and $ 100 million of reserves, which is below the $ 2,730 million limit of availability.

This resulted in total availability of $ 2,618 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) February 1, 2025

(in millions) May 3, 2025

Total availability for ABL loans and letters of credit $ 2,618

8 unchanged sentences

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

Other comprehensive income (loss) before reclassifications 2 — ( 3 ) 7 6

Other comprehensive income before reclassifications — — 1 4 5

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

Amortization of cash flow hedges ( 1 ) — — ( 5 ) ( 6 )

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

Accumulated other comprehensive income (loss) at February 1, 2025 $ 1 $ ( 22 ) $ ( 27 ) $ 2 $ ( 46 )

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

Accumulated other comprehensive loss at May 3, 2025 $ ( 1 ) $ ( 21 ) $ ( 23 ) $ ( 2 ) $ ( 47 )

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

1 unchanged sentence

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

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

Other comprehensive income (loss) before reclassifications 1 — ( 2 ) 7 6

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

1 unchanged sentence

Net current period Other comprehensive income (loss) — 1 ( 2 ) ( 4 ) ( 5 )

Accumulated other comprehensive (loss) income at January 27, 2024 $ — $ ( 20 ) $ ( 22 ) $ 7 $ ( 35 )

Accumulated other comprehensive (loss) income at April 27, 2024 $ — $ ( 20 ) $ ( 23 ) $ 10 $ ( 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) February 1,

2025 January 27,

2024 February 1,

2025 January 27,

(in millions) May 3,

2025 April 27,

Pension and postretirement benefit plan net assets:

12 unchanged sentences

(1) Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost as reflected in Note 10—Benefit Plans.

As of February 1, 2025, 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.

As of May 3, 2025, the Company expects to reclassify $ 2 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

2 unchanged sentences

Pension Benefits Other Postretirement Benefits

(in millions) February 1, 2025 January 27, 2024 February 1, 2025 January 27, 2024

(in millions) May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

Interest cost $ 17 $ 18 $ — $ —

1 unchanged sentence

Amortization of prior service cost — — 1 1

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

Net periodic benefit (income) cost $ ( 6 ) $ ( 5 ) $ 1 $ 1

39-Week Period Ended

Pension Benefits Other Postretirement Benefits

(in millions) February 1, 2025 January 27, 2024 February 1, 2025 January 27, 2024

(in millions) May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

Interest cost $ 53 $ 55 $ — $ —

1 unchanged sentence

Amortization of prior service cost — — 1 2

Net periodic benefit income $ ( 10 ) $ ( 8 ) $ — $ 1

Net periodic benefit (income) cost $ ( 16 ) $ ( 13 ) $ 1 $ 2

Contributions

2 unchanged sentences

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 second quarters and year-to-date fiscal 2025 and 2024 were de minimis.

Contributions for the third quarters and year-to-date fiscal 2025 and 2024 were de minimis.

Multiemployer Pension Plans

The Company contributed $ 12 million and $ 13 million in the second quarters of fiscal 2025 and 2024, respectively, and $ 25 million and $ 26 million in fiscal 2025 and 2024 year-to-date, respectively, to multiemployer pension plans, which contributions are included within Operating expenses.

The Company contributed $ 12 million in the third quarters of fiscal 2025 and 2024, and $ 37 million and $ 38 million in fiscal 2025 and 2024 year-to-date, respectively, to multiemployer pension plans, which contributions are included within Operating expenses.

NOTE 11—INCOME TAXES

The effective tax rate for the second quarter of fiscal 2025 was a benefit rate of 60.0 % on pre-tax loss compared to a benefit rate of 26.3 % on pre-tax loss for the second quarter of fiscal 2024.

The change from the second quarter of fiscal 2024 is primarily driven by a reduction in pre-tax loss combined with discrete tax benefits resulting from share award vestings in the second 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 and discrete tax benefits resulting from share award vestings for the second quarter of fiscal 2025.

The effective tax rate for the third quarter of fiscal 2025 was a benefit rate of 56.3 % on pre-tax loss compared to a benefit rate of 23.1 % on pre-tax loss for the third quarter of fiscal 2024.

The change from the third quarter of fiscal 2024 is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2025 as well as a discrete tax benefit recorded in the third quarter of fiscal 2025 for return to provision tax credits, combined with a reduction in pre-tax loss.

The primary drivers for the variation between the Company’s statutory tax rate and its effective tax rate were the impact of a partnership investment entered into in the third quarter of fiscal 2025 and a discrete tax benefit recorded in the third quarter of fiscal 2025 for return to provision tax credits.

The effective tax rate for fiscal 2025 year-to-date was a benefit rate of 35.6 % on pre-tax loss compared to a benefit rate of 21.5 % on pre-tax loss for fiscal 2024 year-to-date.

The change from fiscal 2024 year-to-date is primarily driven by a reduction in pre-tax loss for fiscal 2025 year-to-date and a decrease in discrete tax expenses resulting from share award vestings through the second quarter of fiscal 2025.

The change from fiscal 2024 year-to-date is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2025 combined with a reduction in pre-tax loss.

The primary driver for the variation between the Company’s statutory tax rate and its effective tax rate was the impact of a partnership investment entered into in the third quarter of fiscal 2025.

NOTE 12—LOSS PER SHARE

1 unchanged sentence

13-Week Period Ended 39-Week Period Ended

(in millions, except per share data) February 1,

2025 January 27,

2024 February 1,

2025 January 27,

(in millions, except per share data) May 3,

2025 April 27,

Basic weighted average shares outstanding 60.5 59.4 60.1 59.2

20 unchanged sentences

13-Week Period Ended 39-Week Period Ended

(in millions) February 1, 2025 January 27, 2024 February 1, 2025 January 27, 2024

(in millions) May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

Wholesale (1)

15 unchanged sentences

Share-based compensation ( 10 ) ( 10 ) ( 28 ) ( 26 )

LIFO charge ( 3 ) ( 6 ) ( 10 ) ( 13 )

LIFO (benefit) charge 5 ( 6 ) ( 5 ) ( 19 )

Restructuring, acquisition and integration related expenses ( 14 ) ( 9 ) ( 35 ) ( 17 )

14 unchanged sentences

Total capital expenditures $ 54 $ 76 $ 157 $ 217

(1) The Company recorded $ 320 million and $ 330 million for the second quarters of fiscal 2025 and 2024, respectively, and $ 621 million and $ 651 million in fiscal 2025 and 2024 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) The Company recorded $ 290 million and $ 300 million for the third quarters of fiscal 2025 and 2024, respectively, and $ 911 million and $ 951 million in fiscal 2025 and 2024 year-to-date, 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) February 1, 2025 August 3, 2024

(in millions) May 3, 2025 August 3, 2024

Wholesale $ 6,634 $ 6,563

5 unchanged sentences

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 February 1, 2025.

The Company has outstanding guarantees related to certain lease obligations of various retailers as of May 3, 2025.

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

The guarantees are generally for the entire terms of the leases 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.

1 unchanged sentence

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

As of February 1, 2025, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 10 million ($ 9 million on a discounted basis).

Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of February 1, 2025, the Company has recorded a de minimis total estimated loss in the Condensed Consolidated Balance Sheets.

As of May 3, 2025, 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 May 3, 2025, the Company has recorded a de minimis total estimated loss 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.

5 unchanged sentences

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

As of February 1, 2025, the Company had approximately $ 419 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year.

As of February 1, 2025, commitments for future undiscounted minimum lease payments on leases signed but not yet commenced were not material.

As of May 3, 2025, the Company had approximately $ 356 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year.

As of May 3, 2025, commitments for future undiscounted minimum lease payments on leases signed but not yet commenced were not material.

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.

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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.

On June 3, 2025, the Company began the process of 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 March 9, 2026.

The trial date is set for May 18, 2026.

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

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On March 4, 2025, after a three-week jury trial, the jury found in favor of the Company determining that the Company has no liability.

Once the Court enters judgment, the relators have twenty-eight days to file post-trial motions or thirty days to appeal.

On April 1, 2025, the relators filed a motion asking the Court to alter or amend the judgment to enter judgment for relators on penalties and a new trial on damages.

The Company filed its response in opposition to the motion on April 29, 2025.

The Company, J.

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

On March 7, 2025, the plaintiffs filed a motion for class certification and the Company’s response is due June 13, 2025.

The Company intends to vigorously defend this matter.

The Company is named in a putative class action lawsuit that was filed on November 3, 2024.

The case is captioned NYSM Organics LLC v.

United Natural Foods, Inc., and is pending in the Rhode Island Superior Court.

In the Amended Complaint, which was filed on December 30, 2024, the plaintiff alleges that the Company took prompt-pay discounts improperly.

The Amended Complaint asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and violation of the Massachusetts Consumer Protection Act.

In an order dated June 5, 2025, the Court dismissed the Massachusetts Consumer Protection Act claim.

The Company’s answer to the Amended Complaint is currently due to be filed on June 16, 2025.

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 has made provisions where it believes the loss contingency is probable and can be reasonably estimated.

As of February 1, 2025, no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings.

As of May 3, 2025, 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 15—SUBSEQUENT EVENTS

Subsequent to the third quarter of fiscal 2025, the Company mutually agreed to terminate its supply agreement with a customer in the East region, pursuant to which the Company served as the customer’s primary grocery wholesaler in the Northeast.

The supply agreement will terminate on or around September 20, 2025, and the customer’s conventional products business in the Northeast will transition to another wholesaler.

In connection with this termination agreement, the Company will make a contract termination payment of $ 53 million, which is expected to be made in installment payments over a transition period ending in the first quarter of fiscal 2026.

The termination charge will be recorded within Restructuring, acquisition and integration related expenses in the fourth quarter of fiscal 2025.

As a result of this expected loss in volume, the Company concluded in the third quarter of fiscal 2025 that it was more likely than not that it would discontinue operations at the Allentown, Pennsylvania distribution center, and recorded a $ 24 million non-cash asset impairment charge during the third quarter of fiscal 2025.

The fair value utilized in the Company’s impairment analysis was determined based on the income approach, and the impairment charge is recorded within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.

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