What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 80 added, 57 removed, 464 unchanged (23% of the section changed)

3 unchanged sentences

(In millions, except par value)

June 28, 2025 December 28, 2024

September 27, 2025 December 28, 2024

Current assets:

29 unchanged sentences

Common stock, $ 0.01 par value— 600 shares authorized;

256.2 issued and 228.5 outstanding as of June 28, 2025, and 254.7 issued and 230.5 outstanding as of December 28, 2024

256.4 issued and 224.6 outstanding as of September 27, 2025, and 254.7 issued and 230.5 outstanding as of December 28, 2024

Additional paid-in capital 3,804 3,748

10 unchanged sentences

13 weeks ended 39 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Net sales $ 10,191 $ 9,728 $ 29,624 $ 28,386

6 unchanged sentences

Operating income 282 279 878 797

Other (income) expense—net ( 2 ) 3 ( 3 ) 2

Other expense (income)—net — 3 ( 3 ) 5

Interest expense—net 76 75 227 235

42 unchanged sentences

BALANCE—June 28, 2025 256.2 $ 3 $ 3,780 $ 2,342 27.7 $ ( 1,542 ) $ 43 $ 4,626

Share-based compensation expense — — 19 — — — — 19

Proceeds from employee share purchase plan 0.1 — 5 — — — — 5

Vested restricted stock units, net 0.1 — — — — — — —

Exercise of stock options — — 1 — — — — 1

Tax withholding payments for net share-settled equity awards — — ( 1 ) — — — — ( 1 )

Common stock repurchased — — — — 4.1 ( 332 ) — ( 332 )

Net income — — — 153 — — — 153

BALANCE—September 27, 2025 256.4 $ 3 $ 3,804 $ 2,495 31.8 $ ( 1,874 ) $ 43 $ 4,471

Common Stock Additional

21 unchanged sentences

BALANCE—June 29, 2024 254.3 $ 3 $ 3,696 $ 1,789 8.8 $ ( 365 ) $ ( 112 ) $ 5,011

Share-based compensation expense — — 16 — — — — 16

Proceeds from employee share purchase plan 0.1 — 5 — — — — 5

Exercise of stock options 0.2 — 5 — — — — 5

Changes in retirement benefit obligations, net of income tax — — — — — — 1 1

Common stock repurchased — — — — 10.4 ( 580 ) — ( 580 )

Net income — — — 148 — — — 148

BALANCE—September 28, 2024 254.6 $ 3 $ 3,722 $ 1,937 19.2 $ ( 945 ) $ ( 111 ) $ 4,606

See Notes to Consolidated Financial Statements (Unaudited).

3 unchanged sentences

39 weeks ended

June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024

Cash flows from operating activities:

8 unchanged sentences

Increase in receivables ( 329 ) ( 282 )

Decrease in inventories 65 19

Increase in inventories ( 56 ) ( 6 )

(Increase) decrease in prepaid expenses and other assets ( 9 ) 52

Increase in accounts payable and cash overdraft liability 407 316

Decrease in accrued expenses and other liabilities ( 4 ) ( 38 )

Increase in accrued expenses and other liabilities 71 15

Net cash provided by operating activities 1,076 891

17 unchanged sentences

Net cash used in financing activities ( 760 ) ( 632 )

Net increase in cash, cash equivalents and restricted cash 2 136

Net decrease in cash, cash equivalents and restricted cash ( 3 ) ( 188 )

Cash, cash equivalents and restricted cash—beginning of period 59 269

38 unchanged sentences

The Company is currently evaluating the impact that this standard will have on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (“Subtopic 350-40”) “ Targeted Improvements to the Accounting for Internal-Use Software ”, which amends the accounting guidance on the timing of capitalization of internally-developed software costs by removing references to software development stages, and provides guidance on how to determine when it is probable that a project will be completed and a software will be used to perform the function intended.

This guidance is effective for interim and fiscal years beginning after December 15, 2027, with early adoption permitted.

The standard updates may be applied prospectively, retrospectively, or via a modified prospective transition method.

The Company is currently evaluating the impact that this standard will have on the Company’s consolidated financial statements.

REVENUE RECOGNITION

5 unchanged sentences

Shipping and handling costs are treated as fulfillment costs and included in distribution, selling and administrative costs.

The Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of June 28, 2025 or December 28, 2024.

Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $ 2.1 billion and $ 2.0 billion as of June 28, 2025 and December 28, 2024, respectively.

The Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of September 27, 2025 or December 28, 2024.

Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $ 2.2 billion and $ 2.0 billion as of September 27, 2025 and December 28, 2024, respectively.

The Company has certain customer contracts under which incentives are paid upfront to its customers.

1 unchanged sentence

These incentive payments are capitalized in prepaid expenses and other assets and amortized as a reduction of revenue over the life of the contract or as goods or services are transferred to the customer.

The Company’s contract assets for these upfront payments were $ 58 million and $ 43 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of June 28, 2025 and December 28, 2024, respectively, and $ 62 million and $ 50 million included in other assets in the Company’s Consolidated Balance Sheets as of June 28, 2025 and December 28, 2024, respectively.

The Company’s contract assets for these upfront payments were $ 60 million and $ 43 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of September 27, 2025 and December 28, 2024, respectively, and $ 68 million and $ 50 million included in other assets in the Company’s Consolidated Balance Sheets as of September 27, 2025 and December 28, 2024, respectively.

The following table presents the disaggregation of revenue for each of the Company’s principal product categories:

13 weeks ended 39 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Meats and seafood $ 3,704 $ 3,356 $ 10,465 $ 9,661

30 unchanged sentences

This “links” current costs to original costs in the base year when the Company adopted LIFO.

LIFO reserves in the Company’s Consolidated Balance Sheets were $ 568 million and $ 549 million as of June 28, 2025 and December 28, 2024, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 14 million for the 13 weeks ended June 28, 2025 and t here was no change in cost of goods sold for the 13 weeks ended June 29, 2024, resulting from LIFO reserves.

As a result of changes in LIFO reserves, cost of goods increased $ 19 million and $ 45 million for the 26 weeks ended June 28, 2025 and June 29, 2024, respectively .

LIFO reserves in the Company’s Consolidated Balance Sheets were $ 613 million and $ 549 million as of September 27, 2025 and December 28, 2024, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 46 million and $ 23 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 65 million and $ 68 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively .

PROPERTY AND EQUIPMENT

2 unchanged sentences

Property and equipment under financing leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining terms of the related leases or the estimated useful lives of the assets, if reasonably assured the Company will purchase the assets at the end of the lease terms.

As of June 28, 2025 and December 28, 2024, property and equipment-net included accumulated depreciation of $ 3,402 million and $ 3,303 million, respectively.

Depreciation expense was $ 102 million and $ 96 million for the 13 weeks ended June 28, 2025 and June 29, 2024, respectively and $ 200 million and $ 189 million for the 26 weeks ended June 28, 2025 and June 29, 2024, respectively.

As of September 27, 2025 and December 28, 2024, property and equipment-net included accumulated depreciation of $ 3,454 million and $ 3,303 million, respectively.

Depreciation expense was $ 103 million and $ 99 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively and $ 303 million and $ 288 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.

GOODWILL AND OTHER INTANGIBLES

4 unchanged sentences

Customer relationships, noncompete agreements and amortizable trade names are amortized over their estimated useful lives (which range from 3 to 15 years).

Amortization expense was $ 13 million and $ 12 million for the 13 weeks ended June 28, 2025 and June 29, 2024, respectively, and $ 27 million and $ 24 million for the 26 weeks ended June 28, 2025 and June 29, 2024.

Amortization expense was $ 15 million for the 13 weeks ended September 27, 2025 and September 28, 2024, and $ 42 million and $ 39 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.

Goodwill and other intangibles—net consisted of the following:

June 28, 2025 December 28, 2024

September 27, 2025 December 28, 2024

Goodwill $ 5,767 $ 5,781

23 unchanged sentences

For goodwill and indefinite-lived intangible assets, the Company’s policy is to assess for impairment as of the beginning of each fiscal third quarter.

No impairments were recognized for the 26 weeks ended June 28, 2025 and June 29, 2024.

As a part of this assessment, the Company determined that there were no future plans to utilize several acquired brand names and trademarks - not amortizing, which had upcoming trademark registration expirations.

This resulted in a $ 13 million impairment during the 39 weeks ended September 27, 2025.

No indefinite-lived intangible asset impairments were recognized for the 39 weeks ended September 28, 2024.

No goodwill impairments were recognized for the 39 weeks ended September 27, 2025 and September 28, 2024.

FAIR VALUE MEASUREMENTS

20 unchanged sentences

The Company’s derivative financial instruments are classified as Level 2 assets.

As of June 28, 2025 and December 28, 2024, the fair value of the Company’s Level 2 assets recorded within other current assets was immaterial for both periods.

As of September 27, 2025 and December 28, 2024, the fair value of the Company’s Level 2 assets recorded within other current assets was immaterial for both periods.

The Company records its interest rate caps within other current assets in the Consolidated Balance Sheet at fair value, based on projections of cash flows and future interest rates.

1 unchanged sentence

The effective portion of gains and losses on the interest rate caps are initially recorded in other comprehensive income, net of tax and reclassified from accumulated other comprehensive income, net of tax to interest expense within the Company’s Consolidated Statement of Comprehensive Income during the period in which the hedged transaction affects income.

There was no ineffectiveness attributable to the Company’s interest rate caps during the 13 weeks and 26 weeks ended June 28, 2025.

There was no ineffectiveness attributable to the Company’s interest rate caps during the 13 weeks and 39 weeks ended September 27, 2025.

During the next twelve months, the Company estimates an immaterial amount will be reclassified from accumulated other comprehensive income to income.

1 unchanged sentence

The carrying value of cash, accounts receivable, vendor receivables, cash overdraft liability and accounts payable approximate their fair values due to their short-term maturities.

The fair value of the Company’s total debt approximated $ 4.9 billion and $ 4.8 billion as of June 28, 2025 and December 28, 2024, respectively, as compared to its carrying value of $ 4.8 billion and $ 4.9 billion as of June 28, 2025 and December 28, 2024, respectively.

The fair value of the Company’s total debt approximated $ 5.0 billion and $ 4.8 billion as of September 27, 2025 and December 28, 2024, respectively, as compared to its carrying value of $ 5.0 billion and $ 4.9 billion as of September 27, 2025 and December 28, 2024, respectively.

The fair value of the Company’s senior notes is based upon their quoted market prices on the respective dates and are classified under Level 2 of the fair value hierarchy.

2 unchanged sentences

Total debt consisted of the following:

Debt Description Maturity Interest Rate as of June 28, 2025 Carrying Value as of June 28, 2025 Carrying Value as of December 28, 2024

Debt Description Maturity Interest Rate as of September 27, 2025 Carrying Value as of September 27, 2025 Carrying Value as of December 28, 2024

ABL Facility December 7, 2027 6.33 % $ 162 $ 223

24 unchanged sentences

Margin based on USF’s excess availability under the ABL Facility

Margin at June 28, 2025

Margin at September 27, 2025

Credit Spread Adjustment

2 unchanged sentences

On April 30, 2024, the ABL Facility was amended to provide certain providers of supply chain financings a security interest in certain assets of the Company under the ABL Facility.

The Company had outstanding borrowings totaling $ 48 million, and had outstanding letters of credit totaling $ 315 million, under the ABL Facility as of June 28, 2025.

The Company had outstanding borrowings totaling $ 162 million, and had outstanding letters of credit totaling $ 315 million, under the ABL Facility as of September 27, 2025.

The outstanding letters of credit primarily relate to securing USF’s obligations with respect to certain real estate leases.

There was available capacity of $ 1,937 million under the ABL Facility as of June 28, 2025.

During the 26 weeks ended June 28, 2025, outstanding letters of credit were reduced by approximately $ 254 million after additional surety bonds were issued in the first and second quarter of 2025 to secure the Company’s obligations with respect to its insurance program.

There was available capacity of $ 1,822 million under the ABL Facility as of September 27, 2025.

During the 39 weeks ended September 27, 2025, outstanding letters of credit were reduced by approximately $ 254 million after additional surety bonds were issued in the first and second quarter of 2025 to secure the Company’s obligations with respect to its insurance program.

Term Loan Facilities

18 unchanged sentences

The senior notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that provide guarantees under the Company’s senior secured term loan credit facilities.

As of June 28, 2025, the Term Loan Facility, ABL Facility and certain variable rate finance leases, which were approximately 29 % of the Company’s total debt, bore interest at a floating rate.

As of September 27, 2025, the Term Loan Facility, ABL Facility and certain variable rate finance leases, which were approximately 31 % of the Company’s total debt, bore interest at a floating rate.

Debt Covenants

1 unchanged sentence

These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations.

The Company had approximately $ 2.6 billion of restricted payment capacity under these covenants, and approximately $ 2.0 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of June 28, 2025.

The Company had approximately $ 2.7 billion of restricted payment capacity under these covenants, and approximately $ 1.7 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of September 27, 2025.

STOCKHOLDERS’ EQUITY

4 unchanged sentences

The Company applied the treasury method to calculate the dilution impact of share-based awards—stock options, non-vested restricted shares with forfeitable dividend rights, restricted stock units, and employee stock purchase plan deferrals.

For the 13 weeks ended June 28, 2025, share-based awards representing less than 1 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.

For the 13 weeks ended June 29, 2024, there were no anti-dilutive shares excluded from the dilutive share-based calculation.

For both the 26 weeks ended June 28, 2025 and June 29, 2024, share-based awards representing 1 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.

For the 13 weeks ended September 27, 2025, share-based awards representing less than 1 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.

For the 13 weeks ended September 28, 2024, there were no anti-dilutive shares excluded from the dilutive share-based calculation.

For both the 39 weeks ended September 27, 2025 and September 28, 2024, share-based awards representing less than 1 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.

The following table sets forth the computation of basic and diluted EPS:

13 weeks ended 39 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Net income $ 153 $ 148 $ 492 $ 428

9 unchanged sentences

On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company announced a new share repurchase program (“New Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $ 1 billion of its outstanding common stock.

As of June 28, 2025, there were no remaining funds authorized under the Original Share Repurchase Program and approximately $ 802 million in remaining funds authorized under the New Share Repurchase Program.

For the 13 weeks ended June 28, 2025, the Company repurchased 701,813 shares at an aggregate purchase price of approximately $ 52 million under the Original Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax, and 2,527,678 shares at an aggregate purchase price of approximately $ 198 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.

For the 26 weeks ended June 28, 2025, the Company repurchased 1,029,813 shares at an aggregate purchase price of approximately $ 75 million under the Original Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax and 2,527,678 shares at an aggregate purchase price of approximately $ 198 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.

As of September 27, 2025, there were no remaining funds authorized under the Original Share Repurchase Program and approximately $ 467 million in remaining funds authorized under the New Share Repurchase Program.

For the 13 weeks ended September 27, 2025, the Company repurchased approximately 4.1 million shares at an aggregate purchase price of approximately $ 335 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.

For the 39 weeks ended September 27, 2025, the Company repurchased approximately 7.6 million shares at an aggregate purchase price of approximately $ 608 million under the Original Share Repurchase Program and New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.

The size and timing of any repurchases will depend on a number of factors, including share price, general business and market conditions and other factors.

5 unchanged sentences

Certain employees are eligible to participate in the Company’s 401(k) plan.

The Company made employer matching contributions to the 401(k) plan of $ 22 million and $ 21 million for the 13 weeks ended June 28, 2025 and June 29, 2024, respectively, and $ 44 million and $ 42 million for the 26 weeks ended June 28, 2025 and June 29, 2024, respectively.

The Company made employer matching contributions to the 401(k) plan of $ 22 million and $ 21 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively, and $ 66 million and $ 63 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.

The Company is also required to contribute to various multiemployer pension plans under the terms of collective bargaining agreements that cover certain of its union-represented employees.

The Company’s contributions to these plans were $ 16 million and $ 14 million for the 13 weeks ended June 28, 2025 and June 29, 2024, respectively, and $ 32 million and $ 29 million for the 26 weeks ended June 28, 2025 and June 29, 2024, respectively.

The Company’s contributions to these plans were $ 16 million and $ 15 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively, and $ 48 million and $ 44 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.

During the fourth quarter of fiscal year 2024, the Company terminated the majority of its defined benefit plan (“Terminating Plan”).

4 unchanged sentences

13 weeks ended 39 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Accumulated other comprehensive income (loss) components

17 unchanged sentences

(3) Included in other expense—net in the Company’s Consolidated Statements of Comprehensive Income.

Included in the retirement benefit obligations balance for the 13 weeks and 26 weeks ended June 28, 2025 is $ 45 million of tax effects, $ 44 million of which represents tax effects on items within accumulated other comprehensive income (loss) related to the Tax Cuts and Jobs Act of 2017 and the presence of a valuation allowance in certain historical periods.

Included in the retirement benefit obligations balance for the 13 weeks and 39 weeks ended September 27, 2025 is $ 45 million of tax effects, $ 44 million of which represents tax effects on items within accumulated other comprehensive income (loss) related to the Tax Cuts and Jobs Act of 2017 and the presence of a valuation allowance in certain historical periods.

The Company expects the tax effects to remain in accumulated other comprehensive income (loss) until the Retirement Plan ceases to exist.

2 unchanged sentences

federal and various state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction.

The Company estimated its annual effective income tax rate for the full fiscal year and applied the annual effective income tax rate to the results of the 26 weeks ended June 28, 2025 and June 29, 2024, and then recognized the impact of discrete tax items for purposes of determining its year-to-date tax provision.

For the 13 weeks ended June 28, 2025, the Company’s effective income tax rate of 25 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 2 million, primarily related to excess tax benefits associated with share-based compensation.

For the 13 weeks ended June 29, 2024, the Company’s effective income tax rate of 26 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 1 million related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions, a tax benefit of $ 1 million and primarily related to excess tax benefits associated with share-based compensation.

For the 26 weeks ended June 28, 2025, the Company’s effective income tax rate of 24 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

The Company estimated its annual effective income tax rate for the full fiscal year and applied the annual effective income tax rate to the results of the 39 weeks ended September 27, 2025 and September 28, 2024, and then recognized the impact of discrete tax items for purposes of determining its year-to-date tax provision.

For the 13 weeks ended September 27, 2025, the Company’s effective income tax rate of 26 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

The discrete tax items were not material individually or in the aggregate.

For the 13 weeks ended September 28, 2024, the Company’s effective income tax rate of 26 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 1 million related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions and a tax benefit of $ 1 million, primarily related to excess tax benefits associated with share-based compensation.

For the 39 weeks ended September 27, 2025, the Company’s effective income tax rate of 25 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 8 million, primarily related to excess tax benefits associated with share-based compensation.

For the 26 weeks ended June 29, 2024, the Company’s effective income tax rate of 21 % was equivalent to the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

For the 39 weeks ended September 28, 2024, the Company’s effective income tax rate of 23 % differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 17 million, primarily related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions, a tax benefit of $ 8 million, primarily related to excess tax benefits associated with share-based compensation and a tax expense of $ 3 million, primarily related to adjustments to prior year tax provision estimates.

2 unchanged sentences

tax code including, but not limited to, permanently extending bonus depreciation that permits full expensing of qualified property, removal of the requirement to capitalize and amortize domestic research and development expenditures, and changes to limitations on the deductibility of interest expense.

The Company is still in the process of evaluating the full impact of this legislation and will begin reflecting its effects in the third quarter of 2025.

The impact of the Act is not expected to have a material impact on the Company’s effective tax rate.

The Company has reflected the effect of the Act in its results for the 13 weeks and 39 weeks ended September 27, 2025.

The Act did not have a material impact on the Company’s effective tax rate.

We will continue to evaluate the effects of the Act on our results as further guidance is issued.

COMMITMENTS AND CONTINGENCIES

Purchase Commitments —The Company enters into purchase orders with vendors and other parties in the ordinary course of business and has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products.

The Company had $ 947 million of purchase orders and purchase contract commitments as of June 28, 2025 to be purchased in the remainder of fiscal year 2025 and continuing through fiscal year 2029 and $ 167 million of information technology commitments through 2028 that are not recorded in the Company’s Consolidated Balance Sheets.

The Company had $ 766 million of purchase orders and purchase contract commitments as of September 27, 2025 to be purchased in the remainder of fiscal year 2025 and continuing through fiscal year 2029 and $ 125 million of information technology commitments through 2028 that are not recorded in the Company’s Consolidated Balance Sheets.

The Company has entered into various minimum volume purchase agreements at various pricing terms.

Minimum amounts committed to as of June 28, 2025 totaled approximately $ 0.6 billion.

Minimum amounts committed to as of September 27, 2025 totaled approximately $ 0.3 billion.

Minimum amounts committed to by year are as follows:

2 unchanged sentences

To minimize fuel price risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements.

The Company had diesel fuel forward purchase commitments totaling $ 29 million through December 2026 as of June 28, 2025.

Additionally, the Company had electricity forward purchase commitments totaling $ 2 million through July 2026, as of June 28, 2025.

The Company had diesel fuel forward purchase commitments totaling $ 27 million through December 2026 as of September 27, 2025.

Additionally, the Company had electricity forward purchase commitments totaling $ 2.5 million through July 2026, as of September 27, 2025.

The Company does not measure its forward purchase commitments for fuel and electricity at fair value, as the amounts under contract meet the physical delivery criteria in the normal purchase exception.

4 unchanged sentences

However, the Company, at present, believes that the ultimate outcome of these proceedings will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

Surety Bonds —As of June 28, 2025, the Company had approximately $ 327 million of surety bonds that were not recorded on the Consolidated Balance Sheets.

Surety Bonds —As of September 27, 2025, the Company had approximately $ 327 million of surety bonds that were not recorded on the Consolidated Balance Sheets.

The surety bonds are primarily used as security against certain insurance program contractual commitments in the normal course of business.

14 unchanged sentences

In addition, the measure of capital expenditures, depreciation and amortization is reported on the Company’s Consolidated Statements of Cash Flows.

The following table presents selected financial information with respect to the Company’s single operating segment for the 13 weeks and 26 weeks ended June 28, 2025 and June 29, 2024:

The following table presents selected financial information with respect to the Company’s single operating segment for the 13 weeks and 39 weeks ended September 27, 2025 and September 28, 2024:

13 Weeks Ended 39 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Net sales $ 10,191 $ 9,728 $ 29,624 $ 28,386

8 unchanged sentences

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