UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April 29, 2023~~January 27, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-15723

UNITED NATURAL FOODS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)						05-0376157 (I.R.S. Employer Identification No.)

313 Iron Horse Way, Providence, RI 02908
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (401) 528-8634

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01	UNFI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June 2, 2023~~March 1, 2024 there were ~~58,600,797~~59,436,775 shares of the registrant’s common stock, $0.01 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS


Part I.	Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets (unaudited)	3

	Condensed Consolidated Statements of Operations (unaudited)	4

	Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	6

	Condensed Consolidated Statements of Cash Flows (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2627

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3940

Item 4.	Controls and Procedures	3940

Part II.	Other Information

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	40





Item 5.	Other Information	4041

Item 6.	Exhibits	42

	Signatures	43

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions, except for par values)


			April 29, 2023		July 30, 2022
		January 27, 2024						January 27, 2024	July 29, 2023
ASSETS	ASSETS						ASSETS
Cash and cash equivalents	Cash and cash equivalents		$	38	$	44
Accounts receivable, net	Accounts receivable, net		985		1,214
Inventories, net	Inventories, net		2,465		2,355
Prepaid expenses and other current assets	Prepaid expenses and other current assets		204		184
Total current assets	Total current assets		3,692		3,797
Property and equipment, net	Property and equipment, net		1,735		1,690
Operating lease assets	Operating lease assets		1,236		1,176
Goodwill	Goodwill		20		20
Intangible assets, net	Intangible assets, net		765		819
Deferred income taxes
Other long-term assets	Other long-term assets		193		126
Total assets	Total assets		$	7,641	$	7,628
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY						LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	Accounts payable		$	1,837	$	1,742
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities		268		260
Accrued compensation and benefits	Accrued compensation and benefits		165		232
Current portion of operating lease liabilities	Current portion of operating lease liabilities		164		156
Current portion of long-term debt and finance lease liabilities	Current portion of long-term debt and finance lease liabilities		21		27
Total current liabilities	Total current liabilities		2,455		2,417
Long-term debt	Long-term debt		2,022		2,109
Long-term operating lease liabilities	Long-term operating lease liabilities		1,122		1,067
Long-term finance lease liabilities	Long-term finance lease liabilities		15		23
Pension and other postretirement benefit obligations	Pension and other postretirement benefit obligations		18		18
Deferred income taxes			13		8

Other long-term liabilities
Other long-term liabilities
Other long-term liabilities	Other long-term liabilities		154		194
Total liabilities	Total liabilities		5,799		5,836
Commitments and contingencies	Commitments and contingencies						Commitments and contingencies
Stockholders’ equity:	Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5.0 shares; none issued or outstanding	Preferred stock, $0.01 par value, authorized 5.0 shares; none issued or outstanding		—		—
Common stock, $0.01 par value, authorized 100.0 shares; 60.9 shares issued and 59.2 shares outstanding at April 29, 2023; 58.9 shares issued and 58.3 shares outstanding at July 30, 2022			1		1
Preferred stock, $0.01 par value, authorized 5.0 shares; none issued or outstanding
Preferred stock, $0.01 par value, authorized 5.0 shares; none issued or outstanding
Common stock, $0.01 par value, authorized 100.0 shares; 61.9 shares issued and 59.4 shares outstanding at January 27, 2024; 61.0 shares issued and 58.5 shares outstanding at July 29, 2023
Additional paid-in capital	Additional paid-in capital		602		608
Treasury stock at cost	Treasury stock at cost		(65)		(24)
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(15)		(20)
Retained earnings	Retained earnings		1,318		1,226
Total United Natural Foods, Inc. stockholders’ equity	Total United Natural Foods, Inc. stockholders’ equity		1,841		1,791
Noncontrolling interests	Noncontrolling interests		1		1
Total stockholders’ equity	Total stockholders’ equity		1,842		1,792
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity		$	7,641	$	7,628

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions, except for per share data)


		13-Week Period Ended				39-Week Period Ended				13-Week Period Ended		26-Week Period Ended
		April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022		January 27, 2024	January 28, 2023		January 27, 2024	January 28, 2023
Net sales	Net sales	$	7,507	$	7,242	$	22,855	$	21,655
Cost of sales	Cost of sales	6,507		6,230		19,690		18,526
Gross profit	Gross profit	1,000		1,012		3,165		3,129
Operating expenses	Operating expenses	967		969		2,969		2,845
Restructuring, acquisition and integration related (benefits) expenses		(4)		8		1		16
Loss (gain) on sale of assets		4		(88)		—		(87)
Restructuring, acquisition and integration related expenses
Loss (gain) on sale of assets and other asset charges
Operating income	Operating income	33		123		195		355
Net periodic benefit income, excluding service cost	Net periodic benefit income, excluding service cost	(8)		(10)		(22)		(30)
Interest expense, net	Interest expense, net	35		37		109		121
Other income, net	Other income, net	(1)		(1)		(2)		(2)
Income before income taxes		7		97		110		266
(Loss) income before income taxes
(Benefit) provision for income taxes	(Benefit) provision for income taxes	(1)		29		13		53
Net income including noncontrolling interests		8		68		97		213
Net (loss) income including noncontrolling interests
Less net income attributable to noncontrolling interests	Less net income attributable to noncontrolling interests	(1)		(1)		(5)		(4)
Net income attributable to United Natural Foods, Inc.		$	7	$	67	$	92	$	209
Net (loss) income attributable to United Natural Foods, Inc.

Basic earnings per share		$	0.12	$	1.15	$	1.55	$	3.62
Diluted earnings per share		$	0.12	$	1.10	$	1.51	$	3.44
Basic (loss) earnings per share
Basic (loss) earnings per share
Basic (loss) earnings per share
Diluted (loss) earnings per share

Weighted average shares outstanding:	Weighted average shares outstanding:
Weighted average shares outstanding:
Weighted average shares outstanding:
Basic
Basic
Basic	Basic	59.4		58.4		59.3		57.9
Diluted	Diluted	60.4		60.9		61.0		61.0

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

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

(in millions)


		13-Week Period Ended				39-Week Period Ended
				April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022
Net income including noncontrolling interests				$	8	$	68	$	97	$	213
		13-Week Period Ended
		13-Week Period Ended
		13-Week Period Ended										26-Week Period Ended
			January 27, 2024										January 27, 2024	January 28, 2023	January 27, 2024	January 28, 2023
Net (loss) income including noncontrolling interests
Other comprehensive (loss) income:	Other comprehensive (loss) income:
Recognition of pension and other postretirement benefit obligations, net of tax
Recognition of pension and other postretirement benefit obligations, net of tax
Recognition of pension and other postretirement benefit obligations, net of tax	Recognition of pension and other postretirement benefit obligations, net of tax			—		—		1		2
Recognition of interest rate swap cash flow hedges, net of tax(1)	Recognition of interest rate swap cash flow hedges, net of tax(1)			(2)		30		12		58
Foreign currency translation adjustments	Foreign currency translation adjustments			(2)		(1)		(4)		(3)
Recognition of other cash flow derivatives, net of tax(2)	Recognition of other cash flow derivatives, net of tax(2)			(2)		2		(4)		4
Total other comprehensive (loss) income	Total other comprehensive (loss) income			(6)		31		5		61
Less comprehensive income attributable to noncontrolling interests	Less comprehensive income attributable to noncontrolling interests			(1)		(1)		(5)		(4)
Total comprehensive income attributable to United Natural Foods, Inc.				$	1	$	98	$	97	$	270
Total comprehensive (loss) income attributable to United Natural Foods, Inc.

(1)Amounts are net of tax (benefit) expense of $(1) million ~~$11~~and $(1) million $4for the second quarters of fiscal 2024 and 2023, respectively, and $(2) million and ~~$21~~$5 million for fiscal 2024 and 2023 year-to-date, respectively.

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

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the 13-week periods ended ~~April 29,~~January 27, 2024 and January 28, 2023 ~~and April 30, 2022~~

(in millions)


		Common Stock			Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive (Loss) Income			Retained Earnings			Total United Natural Foods, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Stockholders’ Equity			Common Stock		Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Total United Natural Foods, Inc. Stockholders’ Equity	Noncontrolling Interests	Total Stockholders’ Equity
	Shares
Balances at October 28, 2023
Balances at October 28, 2023
Balances at October 28, 2023
		Shares	Amount		Shares	Amount				Additional Paid-in Capital						Accumulated Other Comprehensive (Loss) Income			Retained Earnings			Total United Natural Foods, Inc. Stockholders’ Equity			Noncontrolling Interests		Total Stockholders’ Equity
Balances at January 28, 2023		60.9	$	1	1.3	$	(53)
Share-based compensation
Share-based compensation
Share-based compensation
Other comprehensive loss
Distributions to noncontrolling interests
Net (loss) income
Balances at January 27, 2024

Balances at October 29, 2022
Balances at October 29, 2022
Balances at October 29, 2022
Restricted stock vestings
Share-based compensation	Share-based compensation	—	—		—	—		10					—			—			10			—			10
Repurchases of common stock	Repurchases of common stock	—	—		0.4	(12)		—			—			—			(12)			—			(12)
Other comprehensive loss	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

Balances at January 29, 2022		58.8	$	1	0.6	$	(24)	$	596		$	(9)		$	1,120		$	1,684		$	(1)		$	1,683
Restricted stock vestings		0.2	—		—	—		(7)			—			—			(7)			—			(7)
Share-based compensation		—	—		—	—		10			—			—			10			—			10
Other comprehensive income		—	—		—	—		—			31			—			31			—			31
Distributions to noncontrolling interests		—	—		—	—		—			—			—			—			(1)			(1)

Net income	Net income	—	—		—	—		—			—			67			67			1			68
Balances at April 30, 2022		59.0	$	1	0.6	$	(24)	$	599		$	22		$	1,187		$	1,785		$	(1)		$	1,784
Net income
Net income
Balances at January 28, 2023

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the ~~39-week~~26-week periods ended ~~April 29,~~January 27, 2024 and January 28, 2023 ~~and April 30, 2022~~

(in millions)


		Common Stock			Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive (Loss) Income				Retained Earnings				Total United Natural Foods, Inc. Stockholders’ Equity				Noncontrolling Interests				Total Stockholders’ Equity			Common Stock			Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Total United Natural Foods, Inc. Stockholders’ Equity	Noncontrolling Interests	Total Stockholders’ Equity
	Shares
Balances at July 29, 2023
Balances at July 29, 2023
Balances at July 29, 2023
Restricted stock vestings
Share-based compensation
		Shares	Amount		Shares	Amount				Additional Paid-in Capital							Accumulated Other Comprehensive (Loss) Income				Retained Earnings				Total United Natural Foods, Inc. Stockholders’ Equity				Noncontrolling Interests			Total Stockholders’ Equity
Other comprehensive loss
Other comprehensive loss
Other comprehensive loss
Distributions to noncontrolling interests
Net (loss) income
Balances at January 27, 2024

Balances at July 30, 2022
Balances at July 30, 2022
Balances at July 30, 2022	Balances at July 30, 2022	58.9	$	1	0.6	$	(24)	$	608				$	(20)				$	1,226			$	1,791			$	1			$	1,792
Restricted stock vestings	Restricted stock vestings	2.0	—		—	—		(39)			—				—				(39)				—				(39)
Share-based compensation	Share-based compensation	—	—		—	—		33			—				—				33				—				33
Repurchases of common stock	Repurchases of common stock	—	—		1.1	(41)		—			—				—				(41)				—				(41)
Other comprehensive income	Other comprehensive income	—	—		—	—		—			5				—				5				—				5
Distributions to noncontrolling interests	Distributions to noncontrolling interests	—	—		—	—		—			—				—				—				(5)				(5)

Net income	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 income
Net income
Balances at January 28, 2023

Balances at July 31, 2021		57.0	$	1	0.6	$	(24)	$	599		$	(39)			$	978			$	1,515			$	(1)			$	1,514
Restricted stock vestings		2.0	—		—	—		(42)			—				—				(42)				—				(42)
Share-based compensation		—	—		—	—		33			—				—				33				—				33
Other comprehensive income		—	—		—	—		—			61				—				61				—				61
Distributions to noncontrolling interests		—	—		—	—		—			—				—				—				(4)				(4)
Proceeds from issuance of common stock, net		—	—		—	—		9			—				—				9				—				9
Net income		—	—		—	—		—			—				209				209				4				213
Balances at April 30, 2022		59.0	$	1	0.6	$	(24)	$	599		$	22			$	1,187			$	1,785			$	(1)			$	1,784

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


		39-Week Period Ended					26-Week Period Ended
(in millions)	(in millions)	April 29, 2023		April 30, 2022		(in millions)	January 27, 2024	January 28, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income including noncontrolling interests		$	97	$	213
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net (loss) income including noncontrolling interests
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:						Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	Depreciation and amortization	224		210
Share-based compensation	Share-based compensation	33		33
Gain on sale of property and equipment		(9)		(87)
Closed property and other restructuring charges		—		1
Gain on sale of assets
Long-lived asset impairment charges
Net pension and other postretirement benefit income	Net pension and other postretirement benefit income	(22)		(30)
Deferred income tax expense	Deferred income tax expense	2		—
LIFO charge	LIFO charge	83		102
(Recoveries) provision for losses on receivables		(2)		4
Provision (recoveries) for losses on receivables
Non-cash interest expense and other adjustments	Non-cash interest expense and other adjustments	11		20
Changes in operating assets and liabilities	Changes in operating assets and liabilities	(15)		(497)
Net cash provided by (used in) operating activities		402		(31)
Net cash (used in) provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for capital expenditures	Payments for capital expenditures	(218)		(158)
Proceeds from dispositions of assets	Proceeds from dispositions of assets	14		231
Payments for investments	Payments for investments	(7)		(28)
Net cash (used in) provided by investing activities		(211)		45
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowings under revolving credit line	Proceeds from borrowings under revolving credit line	2,387		3,853

Proceeds from issuance of other loans
Repayments of borrowings under revolving credit line	Repayments of borrowings under revolving credit line	(2,348)		(3,453)
Repayments of long-term debt and finance leases	Repayments of long-term debt and finance leases	(149)		(369)
Repurchases of common stock	Repurchases of common stock	(41)		—
Proceeds from the issuance of common stock and exercise of stock options		—		9
Payments of employee restricted stock tax withholdings	Payments of employee restricted stock tax withholdings	(39)		(42)
Payments for debt issuance costs		—		(1)

Distributions to noncontrolling interests
Distributions to noncontrolling interests
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(5)		(4)
Repayments of other loans	Repayments of other loans	(2)		—

Net cash used in financing activities		(197)		(7)
Other
Net cash provided by (used in) financing activities
EFFECT OF EXCHANGE RATE ON CASH	EFFECT OF EXCHANGE RATE ON CASH	—		—
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(6)		7
NET DECREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents, at beginning of period	Cash and cash equivalents, at beginning of period	44		41
Cash and cash equivalents, at end of period	Cash and cash equivalents, at end of period	$	38	$	48
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:
Cash paid for interest	Cash paid for interest	$	114	$	110
Cash refunds for federal, state, and foreign income taxes, net		$	(4)	$	—
Cash paid for interest
Cash paid for interest
Cash (refunds) payments for federal, state, and foreign income taxes, net
Leased assets obtained in exchange for new operating lease liabilities	Leased assets obtained in exchange for new operating lease liabilities	$	198	$	260
Leased assets obtained in exchange for new finance lease liabilities		$	—	$	1
Additions of property and equipment included in Accounts payable	Additions of property and equipment included in Accounts payable	$	42	$	27

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

United Natural Foods, Inc. and its subsidiaries (the “Company” or “UNFI”) is a leading distributor of natural, organic, specialty, produce and conventional grocery and non-food products, and provider of support services to retailers. The Company sells its products primarily throughout the United States and Canada.

Fiscal Year

The Company’s fiscal years end on the Saturday closest to July 31 and contain either 52 or 53 weeks. Fiscal 2024 will contain 53 weeks with the fourth quarter of fiscal 2024 containing 14 weeks. References to the ~~third~~second quarter of fiscal ~~2023~~2024 and ~~2022~~2023 relate to the 13-week fiscal quarters ended ~~April 29,~~January 27, 2024 and January 28, 2023, ~~and April 30, 2022,~~ respectively. References to fiscal ~~2023~~2024 and ~~2022~~2023 year-to-date relate to the ~~39-week~~26-week fiscal periods ended ~~April 29,~~January 27, 2024 and January 28, 2023, ~~and April 30, 2022,~~ respectively.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In the Company’s opinion, these Condensed Consolidated Financial Statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. 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 ~~30, 2022~~29, 2023 (the “Annual Report”). There were no material changes in significant accounting policies from those described in the Annual Report.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Within the 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.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company’s banking arrangements allow it to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Condensed Consolidated Balance Sheets and are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows. As of ~~April~~January 27, 2024 and July 29, 2023, ~~and July 30, 2022,~~ the Company had net book overdrafts of ~~$311~~$283 million and ~~$266~~$308 million, respectively.

~~Reclassifications~~

Table of Contents

Inventories, Net

Substantially all of the Company’s inventories consist of finished goods. To value discrete inventory items at lower of cost or net realizable value before application of any last-in, first-out (“LIFO”) reserve, the Company utilizes the weighted average cost method, perpetual cost method, the retail inventory method and the replacement cost method. Allowances for vendor funds and cash discounts received from suppliers are recorded as a reduction to Inventories, net and subsequently within Cost of sales upon the sale of the related products. Inventory quantities are evaluated throughout each fiscal year based on ~~actual~~ physical counts in the Company’s distribution facilities and stores. Allowances for inventory shortages are recorded based on the results of these ~~counts to provide for estimated variances as of the end of each fiscal year.~~counts. The LIFO reserve was approximately ~~$308~~$357 million and ~~$225~~$344 million as of ~~April~~January 27, 2024 and July 29, 2023, ~~and July 30, 2022,~~ 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

In June 2022, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale ~~Restrictions.~~Restrictions. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update also require additional disclosures for equity securities subject to contractual sale restrictions. The Company is required to adopt the amendments in this ~~guidance~~update in the first quarter of fiscal 2025. The Company is in the process of reviewing the provisions of the ~~new standard~~amendments in this update but does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. The Company is required to adopt the amendments in this update in fiscal 2025, and the interim disclosure requirements will be effective for the Company in the first quarter of fiscal 2026. Early adoption is permitted. The amendments in this update are required to be applied on a retrospective basis. The Company is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendments also require disclosure on an annual basis of income taxes paid disaggregated by federal, state and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. In addition, the amendments require disclosures of disaggregated pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. The Company is required to adopt the amendments in this update in fiscal 2026. Early adoption is permitted. The amendments in this update should be applied on a prospective basis, but can also be applied retrospectively. The Company is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements.

NOTE 3—REVENUE RECOGNITION

Disaggregation of Revenues

The Company records revenue to five customer channels within Net sales, which are described below:

•Chains, which consists of customer accounts that typically have more than 10 operating stores and excludes stores included within the Supernatural and Other channels defined below;

•Independent retailers, which includes smaller size accounts including single store and multiple store locations, and group purchasing entities that are not classified within Chains above or Other defined below;

•Supernatural, which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of one customer;

•Retail, which reflects the Company’s Retail segment, including ~~Cub~~Cub® Foods and ~~Shoppers~~Shoppers® stores; and

•Other, which includes international customers outside of Canada, foodservice, eCommerce, conventional military business and other sales.

Table of Contents

The following tables detail the Company’s Net sales for the periods presented by customer channel for each of its segments. The Company does not record its revenues within its Wholesale reportable segment for financial reporting purposes by product group, and it is therefore impracticable for it to report them accordingly.


		Net Sales for the 13-Week Period Ended												Net Sales for the 13-Week Period Ended
(in millions)	(in millions)	April 29, 2023										(in millions)		January 27, 2024
Customer Channel	Customer Channel	Wholesale		Retail		Other		Eliminations(1)		Consolidated		Customer Channel		Wholesale	Retail	Other	Eliminations(1)	Consolidated
Chains	Chains	$	3,129	$	—	$	—	$	—	$	3,129
Independent retailers	Independent retailers	1,875		—		—		—		1,875
Supernatural	Supernatural	1,647		—		—		—		1,647
Retail	Retail	—		598		—		—		598
Other	Other	584		—		56		—		640
Eliminations	Eliminations	—		—		—		(382)		(382)
Total	Total	$	7,235	$	598	$	56	$	(382)	$	7,507

		Net Sales for the 13-Week Period Ended
		Net Sales for the 13-Week Period Ended
		Net Sales for the 13-Week Period Ended
		Net Sales for the 13-Week Period Ended
(in millions)	(in millions)	April 30, 2022										(in millions)		January 28, 2023
Customer Channel	Customer Channel	Wholesale		Retail		Other		Eliminations(1)		Consolidated		Customer Channel		Wholesale	Retail	Other	Eliminations(1)	Consolidated
Chains	Chains	$	3,111	$	—	$	—	$	—	$	3,111
Independent retailers	Independent retailers	1,833		—		—		—		1,833
Supernatural	Supernatural	1,468		—		—		—		1,468
Retail	Retail	—		602		—		—		602
Other	Other	565		—		60		—		625
Eliminations	Eliminations	—		—		—		(397)		(397)
Total	Total	$	6,977	$	602	$	60	$	(397)	$	7,242



		Net Sales for the 39-Week Period Ended											Net Sales for the 26-Week Period Ended
(in millions)	(in millions)	April 29, 2023										(in millions)		January 27, 2024
Customer Channel	Customer Channel	Wholesale		Retail		Other		Eliminations(1)		Consolidated		Customer Channel		Wholesale	Retail	Other	Eliminations(1)	Consolidated
Chains	Chains	$	9,675	$	—	$	—	$	—	$	9,675
Independent retailers	Independent retailers	5,802		—		—		—		5,802
Supernatural	Supernatural	4,819		—		—		—		4,819
Retail	Retail	—		1,871		—		—		1,871
Other	Other	1,712		—		172		—		1,884
Eliminations	Eliminations	—		—		—		(1,196)		(1,196)
Total	Total	$	22,008	$	1,871	$	172	$	(1,196)	$	22,855

		Net Sales for the 39-Week Period Ended
		Net Sales for the 26-Week Period Ended
		Net Sales for the 26-Week Period Ended
		Net Sales for the 26-Week Period Ended
(in millions)	(in millions)	April 30, 2022										(in millions)		January 28, 2023
Customer Channel	Customer Channel	Wholesale		Retail		Other		Eliminations(1)		Consolidated		Customer Channel		Wholesale	Retail	Other	Eliminations(1)	Consolidated
Chains	Chains	$	9,436	$	—	$	—	$	—	$	9,436
Independent retailers	Independent retailers	5,488		—		—		—		5,488
Supernatural	Supernatural	4,299		—		—		—		4,299
Retail	Retail	—		1,847		—		—		1,847
Other	Other	1,620		—		166		—		1,786
Eliminations	Eliminations	—		—		—		(1,201)		(1,201)
Total	Total	$	20,843	$	1,847	$	166	$	(1,201)	$	21,655

(1)Eliminations primarily includes the net sales elimination of Wholesale to Retail sales and the elimination of sales from segments included within Other to Wholesale.

Table of Contents

The Company serves customers in the United States and Canada, as well as customers located in other countries. However, all of the Company’s revenue is earned in the United States and Canada, and international distribution occurs through freight-forwarders. The Company does not have any performance obligations on international shipments subsequent to delivery to the domestic port.

Accounts and Notes Receivable Balances

Accounts and notes receivable are as follows:


(in millions)	(in millions)	April 29, 2023		July 30, 2022		(in millions)	January 27, 2024	July 29, 2023
Customer accounts receivable	Customer accounts receivable	$	979	$	1,213
Allowance for uncollectible receivables	Allowance for uncollectible receivables	(16)		(18)
Other receivables, net	Other receivables, net	22		19
Accounts receivable, net	Accounts receivable, net	$	985	$	1,214

Notes receivable, net, included within Prepaid expenses and other current assets	Notes receivable, net, included within Prepaid expenses and other current assets	$	3	$	6
Notes receivable, net, included within Prepaid expenses and other current assets
Notes receivable, net, included within Prepaid expenses and other current assets
Long-term notes receivable, net, included within Other long-term assets	Long-term notes receivable, net, included within Other long-term assets	$	7	$	12

~~On October 31, 2022,~~In fiscal 2023, the Company entered into an agreement to sell, on a ~~purchase agreement with a third-party financial institution for the sale of~~revolving basis, certain customer accounts receivable up to a ~~maximum outstanding amount of $300 million, without recourse, subject to eligibility criteria established by the~~third-party financial institution. Pursuant to the terms of the agreement, certain customer receivables are sold to the third-party financial institution on a revolving basis, subject to certain limitations. After these sales, the Company does not retain any interest in the receivables. The Company’s continuing involvement in transferred receivables is limited to servicing the receivables.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of ~~April~~January 27, 2024 and July 29, 2023, was approximately ~~$286 million.~~$333 million and $310 million, respectively. Net proceeds received are included within ~~net~~ cash ~~provided by~~from operating activities in the Condensed Consolidated Statements of Cash Flows in the period of sale. The loss on sale of receivables was $4$5 million for the second quarters of fiscal 2024 and 2023, and $10 million and $9$5 million ~~during the third quarter of~~for fiscal ~~2023~~2024 and ~~fiscal~~ 2023 year-to-date, respectively, and is recorded within Loss (gain) 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 (gain) on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations. There were no asset impairment charges recorded in the second quarter of fiscal 2024 and for fiscal 2023 year-to-date.

NOTE 4—5—GOODWILL AND INTANGIBLE ASSETS, NET

Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following:


(in millions)	(in millions)	Wholesale			Other			Total		(in millions)	Wholesale	Other	Total
Goodwill as of July 30, 2022		$	10	(1)	$	10	(2)	$	20
Goodwill as of July 29, 2023
Change in foreign exchange rates
Goodwill as of January 27, 2024

Change in foreign exchange rates		—			—			—
Goodwill as of April 29, 2023		$	10	(1)	$	10	(2)	$	20

(1)Wholesale amounts are net of accumulated goodwill impairment charges of $717 million as of July ~~30, 2022~~29, 2023 and ~~April 29, 2023.~~January 27, 2024.

(2)Other amounts are net of accumulated goodwill impairment charges of $10 million as of July ~~30, 2022~~29, 2023 and ~~April 29, 2023.~~January 27, 2024.

Table of Contents

Identifiable intangible assets, net consisted of the following:


		April 29, 2023						July 30, 2022
	January 27, 2024																January 27, 2024				July 29, 2023
(in millions)	(in millions)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net		(in millions)	Gross Carrying Amount	Accumulated Amortization		Net	Gross Carrying Amount	Accumulated Amortization		Net
Amortizing intangible assets:	Amortizing intangible assets:
Customer relationships
Customer relationships
Customer relationships	Customer relationships	$	1,007	$	339	$	668	$	1,007	$	294	$	713
Pharmacy prescription files	Pharmacy prescription files	33		21		12		33		18		15
Operating lease intangibles	Operating lease intangibles	6		4		2		6		4		2
Trademarks and tradenames	Trademarks and tradenames	84		57		27		84		51		33
Total amortizing intangible assets	Total amortizing intangible assets	1,130		421		709		1,130		367		763
Indefinite lived intangible assets:	Indefinite lived intangible assets:													Indefinite lived intangible assets:
Trademarks and tradenames	Trademarks and tradenames	56		—		56		56		—		56
Intangibles assets, net	Intangibles assets, net	$	1,186	$	421	$	765	$	1,186	$	367	$	819

Amortization expense was $18 million ~~and $18 million~~ for the ~~third~~second quarters of fiscal ~~2023~~2024 and ~~2022,~~2023, respectively, and ~~$54 million and $54~~$36 million for fiscal ~~2023~~2024 and ~~2022~~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 29, 2023~~January 27, 2024 is as shown below:

Fiscal Year: (in millions)
Remaining fiscal 2023 $ 18
2024 72
2025 70
2026 66
2027 63
Thereafter 420
$ 709


Fiscal Year:	(in millions)
Remaining fiscal 2024	$	37
2025	71
2026	67
2027	64
2028	61
Thereafter	360
	$	660

NOTE 5—6—FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Recurring Fair Value Measurements

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


	Condensed Consolidated Balance Sheets Location	Fair Value at ~~April 29, 2023~~January 27, 2024
(in millions)		Level 1			Level 2		Level 3
Assets:

~~Foreign currency derivatives designated as hedging instruments~~	~~Prepaid expenses and other current assets~~	$		—			$		1	$	—
Interest rate swaps designated as hedging instruments	Prepaid expenses and other current assets	$	—		$	1513	$	—
Interest rate swaps designated as hedging instruments	Other long-term assets	$	—		$	21	$	—

Liabilities:
Fuel derivatives designated as hedging instruments	Accrued expenses and other current liabilities	$	—		$	21	$	—
Interest rate swaps designated as hedging instruments	Other long-term liabilities	$	—		$	1	$	—

Table of Contents


	Condensed Consolidated Balance Sheets Location	Fair Value at July ~~30, 2022~~29, 2023
(in millions)		Level 1		Level 2		Level 3
Assets:
~~Fuel derivatives designated as hedging instruments~~	~~Prepaid expenses and other current assets~~	$	—	$	3	$	—
Interest rate swaps designated as hedging instruments	Prepaid expenses and other current assets	$	—	$	317	$	—
Interest rate swaps designated as hedging instruments	Other long-term assets	$	—	$	5	$	—

Liabilities:
Fuel derivatives designated as hedging instruments	Accrued expenses and other current liabilities	$	—	$	1	$	—

~~Liabilities:~~
~~Interest rate swaps designated as hedging instruments~~	~~Other long-term liabilities~~	$	—	$	2	$	—

Interest Rate Swap Contracts

The fair values of interest rate swap contracts are measured using Level 2 inputs. The interest rate swap contracts are valued using an income approach interest rate swap valuation model incorporating observable market inputs including interest rates, SOFR swap rates and credit default swap rates. As of ~~April 29, 2023,~~January 27, 2024, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately ~~$10~~$11 million; a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately ~~$10~~$12 million. Refer to Note 6—7—Derivatives for further information on interest rate swap contracts.

Fair Value Estimates

For certain of the Company’s financial instruments including cash and cash equivalents, receivables, accounts payable, accrued vacation, compensation and benefits, and other current assets and liabilities the fair values approximate carrying amounts due to their short maturities. The fair value of notes receivable is estimated by using a discounted cash flow approach prior to consideration for uncollectible amounts and is calculated by applying a market rate for similar instruments using Level 3 inputs. The fair value of debt is estimated based on market quotes, where available, or market values for similar instruments, using Level 2 and 3 inputs. In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs.


		April 29, 2023				July 30, 2022					January 27, 2024		July 29, 2023
(in millions)	(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		(in millions)	Carrying Value	Fair Value		Carrying Value	Fair Value
Notes receivable, including current portion	Notes receivable, including current portion	$	15	$	9	$	23	$	17
Long-term debt, including current portion	Long-term debt, including current portion	$	2,032	$	2,033	$	2,123	$	2,153

NOTE 6—7—DERIVATIVES

Management of Interest Rate Risk

The Company enters into interest rate swap contracts from time to time to mitigate its exposure to changes in market interest rates as part of its overall strategy to manage its debt portfolio to achieve an overall desired position of notional debt amounts subject to fixed and floating interest rates. Interest rate swap contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company’s interest rate swap contracts are designated as cash flow hedges as of ~~April 29, 2023.~~January 27, 2024. Interest rate swap contracts are reflected at their fair values in the Condensed Consolidated Balance Sheets. Refer to Note 5—6—Fair Value Measurements of Financial Instruments for further information on the fair value of interest rate swap contracts.

Table of Contents

Details of active swap contracts as of ~~April 29, 2023,~~January 27, 2024, which are all pay fixed and receive floating, are as follows:


Effective Date	Effective Date	Swap Maturity		Notional Value (in millions)		Pay Fixed Rate		Receive Floating Rate	Floating Rate Reset Terms	Effective Date	Swap Maturity	Notional Value (in millions)		Pay Fixed Rate				Receive Floating Rate		Floating Rate Reset Terms
November 30, 2018		September 30, 2023		50		2.6980	%	One-Month Term SOFR	Monthly
October 26, 2018		October 31, 2023		100		2.7880	%	One-Month Term SOFR	Monthly
January 11, 2019	January 11, 2019	March 28, 2024		100		2.3600	%	One-Month Term SOFR	Monthly	January 11, 2019	March 28, 2024	100	2.3600		2.3600		%		One-Month Term SOFR		Monthly
January 23, 2019	January 23, 2019	March 28, 2024		100		2.4250	%	One-Month Term SOFR	Monthly	January 23, 2019	March 28, 2024	100	2.4250		2.4250		%		One-Month Term SOFR		Monthly
November 30, 2018	November 30, 2018	October 31, 2024		100		2.7385	%	One-Month Term SOFR	Monthly	November 30, 2018	October 31, 2024	100	2.7385		2.7385		%		One-Month Term SOFR		Monthly
January 11, 2019	January 11, 2019	October 31, 2024		100		2.4025	%	One-Month Term SOFR	Monthly	January 11, 2019	October 31, 2024	100	2.4025		2.4025		%		One-Month Term SOFR		Monthly
January 24, 2019	January 24, 2019	October 31, 2024		50		2.4090	%	One-Month Term SOFR	Monthly	January 24, 2019	October 31, 2024	50	2.4090		2.4090		%		One-Month Term SOFR		Monthly
October 26, 2018	October 26, 2018	October 22, 2025		50		2.8725	%	One-Month Term SOFR	Monthly	October 26, 2018	October 22, 2025	50	2.8725		2.8725		%		One-Month Term SOFR		Monthly
November 16, 2018	November 16, 2018	October 22, 2025		50		2.8750	%	One-Month Term SOFR	Monthly	November 16, 2018	October 22, 2025	50	2.8750		2.8750		%		One-Month Term SOFR		Monthly
November 16, 2018	November 16, 2018	October 22, 2025		50		2.8380	%	One-Month Term SOFR	Monthly	November 16, 2018	October 22, 2025	50	2.8380		2.8380		%		One-Month Term SOFR		Monthly
January 24, 2019	January 24, 2019	October 22, 2025		50		2.4750	%	One-Month Term SOFR	Monthly	January 24, 2019	October 22, 2025	50	2.4750		2.4750		%		One-Month Term SOFR		Monthly
				$	800
December 29, 2023										December 29, 2023	June 3, 2027	100		3.7525		%		One-Month Term SOFR		Monthly
December 29, 2023										December 29, 2023	June 3, 2027	100		3.7770		%		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. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. In future reporting periods, the Company performs a qualitative analysis for quarterly prospective and retrospective assessments of hedge effectiveness. The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions. The entire change in the fair value of the derivative is initially reported in Other comprehensive income (outside of earnings) in the 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 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

26-Week Period Ended

January 27, 2024

January 28, 2023

January 27, 2024

January 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

Gain on cash flow hedging relationships:

Gain reclassified from comprehensive income into earnings

13-Week Period Ended

39-Week Period Ended

April 29, 2023

April 30, 2022

April 29, 2023

April 30, 2022

(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

109

121

Gain (loss) on cash flow hedging relationships:

Gain (loss) reclassified from comprehensive income into earnings

(9)

(30)

Table of Contents

NOTE 7—8—LONG-TERM DEBT

The Company’s long-term debt consisted of the following:


(in millions)	(in millions)	Average Interest Rate at April 29, 2023	Fiscal Maturity Year	April 29, 2023		July 30, 2022		(in millions)	Average Interest Rate at January 27, 2024	Fiscal Maturity Year	January 27, 2024	July 29, 2023
Term Loan Facility	Term Loan Facility	8.35%	2026	$	670	$	800
ABL Credit Facility	ABL Credit Facility	6.20%	2027	879		840
Senior Notes	Senior Notes	6.75%	2029	500		500
Other secured loans	Other secured loans	4.93%	2024-2025	13		23
Debt issuance costs, net	Debt issuance costs, net			(23)		(29)
Original issue discount on debt	Original issue discount on debt			(7)		(11)
Long-term debt, including current portion	Long-term debt, including current portion			2,032		2,123
Less: current portion of long-term debt	Less: current portion of long-term debt			(10)		(14)
Long-term debt	Long-term debt			$	2,022	$	2,109

Senior Notes

On October 22, 2020, the Company issued $500 million of unsecured 6.750% senior notes due October 15, 2028 (the “Senior Notes”). The Senior Notes, which are presented net of debt issuance costs of $7$6 million as of ~~April 29, 2023 and July 30, 2022~~January 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).

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~~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, ~~certain~~ 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, ~~availability to the Borrowers,~~ after adjusting for customary reserves, but at no time shall exceed the lesser of the aggregate commitments under the ABL Credit Facility (currently $2,600 million) or the Borrowing Base.

Table of Contents

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


Assets securing the ABL Credit Facility (in millions):		April 29, 2023		July 30, 2022
(in millions)						(in millions)	January 27, 2024	July 29, 2023
Certain inventory assets included in Inventories, net	Certain inventory assets included in Inventories, net	$	1,974	$	1,789
Certain receivables included in Accounts receivable, net	Certain receivables included in Accounts receivable, net	655		878
Pharmacy prescription files included in Intangible assets, net	Pharmacy prescription files included in Intangible assets, net	12		15
Total	Total	$	2,641	$	2,682

As of ~~April 29, 2023,~~January 27, 2024, the Borrowers’ Borrowing Base ~~net of $100~~was $2,606 million, reflecting the advance rates described above and $105 million of reserves, ~~was $2,640 million,~~ which is above the $2,600 million limit of ~~availability, resulting~~availability. This resulted in total availability of $2,600 million for loans and letters of credit under the ABL Credit Facility. As of April 29, 2023, the Borrowers had $879 million of loans outstanding under the ABL Credit Facility, which are presented net of debt issuance costs of $8 million and are included in Long-term debt in the Condensed Consolidated Balance Sheets. As of April 29, 2023, the U.S. Borrowers had $144 million in letters of credit outstanding under the ABL Credit Facility. The Company’s ~~resulting remaining availability~~unused credit under the ABL Credit Facility was ~~$1,577 million~~ as ~~of April 29, 2023.~~follows:


~~Availability under the ABL Credit Facility (in~~(in millions):	~~April 29, 2023~~January 27, 2024
Total availability for ABL loans and letters of credit	$	2,600
ABL loans outstanding	$(1,054)		~~879~~
Letters of credit outstanding	$(150)		~~144~~
Unused credit	$	~~1,577~~1,396

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


Interest rates and fees under the ABL Credit Facility:		Range of Facility Rates and Fees (per annum)	April 29, 2023
	Range of Facility Rates and Fees (per annum)							Range of Facility Rates and Fees (per annum)	January 27, 2024
Borrowers’ applicable margin for base rate loans	Borrowers’ applicable margin for base rate loans	0.00% - 0.25%	0.00	%	Borrowers’ applicable margin for base rate loans	0.00% - 0.25%	0.00	%
Borrowers’ applicable margin for SOFR and BA loans(1)	Borrowers’ applicable margin for SOFR and BA loans(1)	1.00% - 1.25%	1.00	%	Borrowers’ applicable margin for SOFR and BA loans(1)	1.00% - 1.25%	1.00	%
Unutilized commitment fees	Unutilized commitment fees	0.20%	0.20	%	Unutilized commitment fees	0.20%	0.20	%
Letter of credit fees	Letter of credit fees	1.125% - 1.375%	1.125	%	Letter of credit fees	1.125% - 1.375%	1.125	%

(1) The U.S. Borrower utilizes SOFR-based loans and the Canadian Borrower utilizes bankers’ acceptance rate-based loans.

Term Loan Facility

The term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”), by and among the Company and SUPERVALU INC. (“Supervalu” and, collectively with the Company, the “Term Borrowers”), the financial institutions that are parties thereto as lenders (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 ~~loans in an initial aggregate principal amount of $1,950 million, consisting of a $1,800 million seven-year tranche and a $150 million 364-day tranche that was repaid in fiscal 2020~~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 will 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 Term Borrowers’ obligations under the Term Loan Facility and the Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on substantially all of the Term Borrowers’ and the Guarantors’ assets other than the ABL Assets and (ii) a second-priority lien on substantially all of the Term Borrowers’ and the Guarantors’ ABL Assets, in each case, subject to customary exceptions and limitations, including an exception for owned real property with net book values of less than $10 million. As of ~~April~~January 27, 2024 and July 29, 2023, ~~and July 30, 2022,~~ there was ~~$615~~$608 million and ~~$629~~$617 million, respectively, of owned real property pledged as collateral that was included in Property and equipment, net in the Condensed Consolidated Balance Sheets.

~~Table of Contents~~

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. AsThe potential amount of ~~April 29, 2023, there is no~~prepayment from Excess Cash Flow ~~payment expected to~~in fiscal 2024 that may be required in fiscal 2025 is not reasonably estimable as of January 27, 2024.

Table of Contents

As of ~~April 29, 2023,~~January 27, 2024, the Company had borrowings of ~~$670~~$645 million outstanding under the Term Loan Facility, which are presented in the Condensed Consolidated Balance Sheets net of debt issuance costs of $8$5 million and an original issue discount on debt of $7$5 million. As of ~~April 29, 2023,~~January 27, 2024, no amount of the Term Loan Facility was classified as current.

~~On November 7, 2022,~~As of January 27, 2024, the ~~Company made a $125 million voluntary prepayment on~~borrowings under the Term Loan Facility with a portion of the proceeds received from monetizing certain receivables within Accounts receivable, net associated with the Company’s purchase agreement with a third-party financial institution as previously discussed within Note 3—Revenue Recognition. This voluntary prepayment will count towards any requirement to prepaybear interest at rates that, at the Term ~~Loan Facility from Excess Cash Flow (as defined in~~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 ~~Term Loan Agreement) generated during fiscal 2023, which would~~SOFR rate shall never be ~~due in fiscal 2024.~~less than 0.0%.

NOTE 8—9—COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE ~~(LOSS) INCOME~~LOSS

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2024 year-to-date 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 loss before reclassifications	—		—		(1)		—		(1)
Amortization of amounts included in net periodic benefit income	—		1		—		—		1
Amortization of cash flow hedges	—		—		—		(7)		(7)
Net current period Other comprehensive income (loss)	—		1		(1)		(7)		(7)
Accumulated other comprehensive (loss) income at January 27, 2024	$	—	$	(20)	$	(22)	$	7	$	(35)

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)

~~Changes in Accumulated other comprehensive (loss) income by component, net of tax, for fiscal 2022 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 31, 2021 $ — $ 37 $ (16) $ (60) $ (39)
Other comprehensive income (loss) before reclassifications 1 — (3) 36 34
Amortization of amounts included in net periodic benefit income — 2 — — 2
Amortization of cash flow hedges 3 — — 22 25
Net current period Other comprehensive income (loss) 4 2 (3) 58 61
Accumulated other comprehensive income (loss) at April 30, 2022 $ 4 $ 39 $ (19) $ (2) $ 22


(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	(3)		—		(2)		17		12
Amortization of amounts included in net periodic benefit income	—		1		—		—		1
Amortization of cash flow hedges	1		—		—		(3)		(2)
Net current period Other comprehensive (loss) income	(2)		1		(2)		14		11
Accumulated other comprehensive income (loss) at January 28, 2023	$	—	$	(2)	$	(21)	$	14	$	(9)

Table of Contents

Items reclassified out of Accumulated other comprehensive ~~(loss) income~~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
		13-Week Period Ended																				13-Week Period Ended									26-Week Period Ended								Affected Line Item on the Condensed Consolidated Statements of Operations
(in millions)	(in millions)		April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022			Affected Line Item on the Condensed Consolidated Statements of Operations
Pension and postretirement benefit plan net assets:	Pension and postretirement benefit plan net assets:
Pension and postretirement benefit plan net assets:
Pension and postretirement benefit plan net assets:
Amortization of amounts included in net periodic benefit income(1)	Amortization of amounts included in net periodic benefit income(1)		$	—	$	—	$	1	$	2	Net periodic benefit income, excluding service cost
Income tax benefit			—		—		—		—		(Benefit) provision for income taxes
Amortization of amounts included in net periodic benefit income(1)
Amortization of amounts included in net periodic benefit income(1)															$	1					$	1					$	1					$	1				Net periodic benefit income, excluding service cost
Income tax expense (benefit)												Income tax expense (benefit)			—						—						—						—					(Benefit) provision for income taxes
Total reclassifications, net of tax	Total reclassifications, net of tax		$	—	$	—	$	1	$	2

Swap agreements:	Swap agreements:

Swap agreements:

Swap agreements:
Reclassification of cash flow hedges	Reclassification of cash flow hedges		$	(3)	$	9	$	(7)	$	30	Interest expense, net
Income tax expense (benefit)			1		(2)		2		(8)		(Benefit) provision for income taxes
Reclassification of cash flow hedges
Reclassification of cash flow hedges															$	(5)					$	(4)					$	(10)					$	(4)				Interest expense, net
Income tax expense												Income tax expense			2						1						3						1					(Benefit) provision for income taxes
Total reclassifications, net of tax	Total reclassifications, net of tax		$	(2)	$	7	$	(5)	$	22

Other cash flow hedges:	Other cash flow hedges:

Other cash flow hedges:

Other cash flow hedges:
Reclassification of cash flow hedge
Reclassification of cash flow hedge
Reclassification of cash flow hedge	Reclassification of cash flow hedge		$	1	$	2	$	3	$	4	Cost of sales		$	—			$		$	1			$		$	—			$		$	2			Cost of sales			Cost of sales
Income tax benefit	Income tax benefit		—		—		(1)		(1)		(Benefit) provision for income taxes	Income tax benefit			—			(1)				(1)		—					—	(1)						(1)	(Benefit) provision for income taxes			(Benefit) provision for income taxes
Total reclassifications, net of tax	Total reclassifications, net of tax		$	1	$	2	$	2	$	3

(1)Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost ~~and reclassification of net actuarial loss~~ as reflected in Note ~~10—~~11—Benefit Plans.

As of ~~April 29, 2023,~~January 27, 2024, the Company expects to reclassify ~~$13~~$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 9—10—SHARE-BASED AWARDS

In fiscal ~~2023~~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 ~~1.6~~3.3 million shares. As of ~~April 29, 2023,~~January 27, 2024, there were ~~1.6~~1.7 million shares available for issuance under the Third Amended and Restated 2020 Equity Incentive Plan.

NOTE ~~10—~~11—BENEFIT PLANS

Net periodic benefit ~~income~~(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
	13-Week Period Ended														13-Week Period Ended
	Pension Benefits												Pension Benefits			Other Postretirement Benefits
(in millions)	(in millions)	April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022		(in millions)	January 27, 2024	January 28, 2023		January 27, 2024			January 28, 2023
Net Periodic Benefit (Income) Cost
Interest cost	Interest cost	$	16	$	10	$	—	$	—
Expected return on plan assets	Expected return on plan assets	(24)		(20)		—		—

Net periodic benefit income		$	(8)	$	(10)	$	—	$	—
Amortization of prior service cost
Net periodic benefit (income) cost

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

Table of Contents


		39-Week Period Ended
		Pension Benefits				Other Postretirement Benefits
	26-Week Period Ended														26-Week Period Ended
	Pension Benefits												Pension Benefits			Other Postretirement Benefits
(in millions)	(in millions)	April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022		(in millions)	January 27, 2024	January 28, 2023		January 27, 2024			January 28, 2023
Net Periodic Benefit (Income) Cost
Interest cost	Interest cost	$	48	$	29	$	—	$	—
Expected return on plan assets	Expected return on plan assets	(71)		(61)		—		—
Amortization of prior service cost	Amortization of prior service cost	—		—		1		2
Net periodic benefit (income) cost	Net periodic benefit (income) cost	$	(23)	$	(32)	$	1	$	2

Contributions to benefit plans	Contributions to benefit plans	$	(1)	$	(1)	$	—	$	(2)
Contributions to benefit plans
Contributions to benefit plans

Contributions

No minimum pension contributions are required to be made ~~under~~to the SUPERVALU INC. Retirement Plan under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) in fiscal ~~2023.~~2024. The Company expects to contribute approximately $1 million to its other defined benefit pension plans and $1 million to its postretirement benefit plans in fiscal ~~2023.~~2024.

Multiemployer Pension Plans

The Company contributed $13 million and $12 million in the ~~third~~second quarters of fiscal ~~2023~~2024 and ~~2022,~~2023, respectively, and ~~$36~~$26 million and ~~$34~~$23 million in fiscal ~~2023~~2024 and ~~2022~~2023 year-to-date, respectively, to multiemployer pension plans, which contributions are included within Operating expenses.

NOTE ~~11—~~12—INCOME TAXES

The effective tax rate for the ~~third~~second quarter of fiscal ~~2023~~2024 was a benefit rate of ~~14.3%~~26.3% on pre-tax loss compared to an expense rate of ~~29.9%~~29.0% on pre-tax income for the ~~third~~second quarter of fiscal ~~2022.~~2023. The change ~~was primarily driven by~~from the ~~impact of a partnership investment entered into in the third~~second quarter of fiscal 2023 ~~and~~is primarily driven by the reduction in pre-tax income during the ~~third~~second quarter of fiscal 2023.

The effective tax rate for fiscal ~~2023~~2024 year-to-date was ~~11.8%~~a benefit rate of 20.9% on pre-tax loss compared to ~~19.9%~~an expense rate of 13.6% on pre-tax income for fiscal ~~2022~~2023 year-to-date. The change ~~was~~from fiscal 2023 year-to-date is primarily driven ~~primarily~~ by the ~~impact~~reduction of ~~a partnership investment entered into~~discrete tax benefits related to employee stock award vestings in the ~~third~~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 that did not recur in the first quarter of fiscal 2024. The primary drivers for the variation between the Company’s statutory tax rate and ~~the reduction in pre-tax income in~~its effective tax rate for fiscal 2024 and fiscal 2023 year-to-date ~~as compared to fiscal 2022 year-to-date. This was partially offset by the lower~~were discrete tax detriments and benefits, ~~in fiscal 2023 year-to-date related to the vesting of employee stock awards as compared to fiscal 2022 year-to-date.~~respectively, resulting from share award vestings.

Table of Contents

NOTE ~~12—~~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					13-Week Period Ended		26-Week Period Ended
(in millions, except per share data)	(in millions, except per share data)	April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022		(in millions, except per share data)	January 27, 2024	January 28, 2023		January 27, 2024	January 28, 2023
Basic weighted average shares outstanding	Basic weighted average shares outstanding	59.4		58.4		59.3		57.9
Net effect of dilutive stock awards based upon the treasury stock method	Net effect of dilutive stock awards based upon the treasury stock method	1.0		2.5		1.7		3.1
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	60.4		60.9		61.0		61.0

Basic earnings per share(1)		$	0.12	$	1.15	$	1.55	$	3.62
Diluted earnings per share(1)		$	0.12	$	1.10	$	1.51	$	3.44
Basic (loss) earnings per share(1)
Basic (loss) earnings per share(1)
Basic (loss) earnings per share(1)
Diluted (loss) earnings per share(1)

Anti-dilutive share-based awards excluded from the calculation of diluted earnings per share		0.9		0.5		0.8		0.5
Anti-dilutive share-based awards excluded from the calculation of diluted (loss) earnings per share
Anti-dilutive share-based awards excluded from the calculation of diluted (loss) earnings per share
Anti-dilutive share-based awards excluded from the calculation of diluted (loss) earnings per share

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

~~Table of Contents~~

NOTE ~~13—~~14—BUSINESS SEGMENTS

The Company has two reportable segments: Wholesale and Retail. These reportable segments are two distinct businesses, each with a different customer base, marketing strategy and management structure. The Company organizes and operates the Wholesale reportable segment through ~~four~~three U.S geographic regions: ~~Atlantic; South; Central;~~East, Central and ~~Pacific;~~West, and Canada Wholesale, which is operated separately from the U.S. Wholesale business. The U.S. Wholesale and Canada Wholesale operating segments have similar products and services, customer channels, distribution methods and economic characteristics, and therefore have been aggregated into a single reportable segment. Reportable segments are reviewed on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred.

In the third quarter of fiscal 2023, the Company reversed previously accrued incentive compensation expense due to changes in expected financial performance in the third quarter of fiscal 2023 and recorded this adjustment within its business segments. This had the effect of removing previously allocated incentive compensation expense from fiscal 2023 year-to-date reportable segment Adjusted EBITDA.

Table of Contents

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


			13-Week Period Ended				39-Week Period Ended
		13-Week Period Ended												13-Week Period Ended			26-Week Period Ended
(in millions)	(in millions)		April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022		(in millions)	January 27, 2024	January 28, 2023		January 27, 2024	January 28, 2023
Net sales:	Net sales:
Wholesale(1)
Wholesale(1)
Wholesale(1)	Wholesale(1)		$	7,235	$	6,977	$	22,008	$	20,843
Retail	Retail		598		602		1,871		1,847
Other	Other		56		60		172		166
Eliminations	Eliminations		(382)		(397)		(1,196)		(1,201)
Total Net sales	Total Net sales		$	7,507	$	7,242	$	22,855	$	21,655
Adjusted EBITDA:	Adjusted EBITDA:
Wholesale	Wholesale		$	143	$	171	$	451	$	522
Wholesale
Wholesale
Retail	Retail		18		14		66		68
Other	Other		(1)		11		33		27
Eliminations	Eliminations		(1)		—		(3)		(1)
Adjustments:	Adjustments:
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests		1		1		5		4
Net periodic benefit income, excluding service cost	Net periodic benefit income, excluding service cost		8		10		22		30
Interest expense, net	Interest expense, net		(35)		(37)		(109)		(121)
Other income, net	Other income, net		1		1		2		2
Depreciation and amortization	Depreciation and amortization		(77)		(72)		(224)		(210)
Share-based compensation	Share-based compensation		(10)		(10)		(33)		(33)
LIFO charge	LIFO charge		(33)		(72)		(83)		(102)
Restructuring, acquisition and integration related benefits (expenses)			4		(8)		(1)		(16)
(Loss) gain on sale of assets			(4)		88		—		87
Multiemployer pension plan withdrawal benefit			—		—		—		8
Restructuring, acquisition and integration related expenses
(Loss) gain on sale of assets and other asset charges

Other retail benefit			—		—		—		1
Business transformation costs	Business transformation costs		(7)		—		(16)		—
Income before income taxes			$	7	$	97	$	110	$	266

Business transformation costs

Business transformation costs
Other adjustments
(Loss) income before income taxes
Depreciation and amortization:	Depreciation and amortization:
Wholesale
Wholesale
Wholesale	Wholesale		$	66	$	64	$	192	$	186
Retail	Retail		9		7		27		22
Other	Other		2		1		5		2
Total depreciation and amortization	Total depreciation and amortization		$	77	$	72	$	224	$	210
Payments for capital expenditures:	Payments for capital expenditures:
Wholesale	Wholesale		$	64	$	47	$	195	$	145
Wholesale
Wholesale
Retail	Retail		3		5		23		13

Total capital expenditures	Total capital expenditures		$	67	$	52	$	218	$	158

(1)As presented in Note 3—Revenue Recognition, the Company recorded ~~$319~~$330 million and ~~$337~~$353 million for the ~~third~~second quarters of fiscal ~~2023~~2024 and ~~2022,~~2023, respectively, and ~~$1,006~~$651 million and ~~$1,032~~$687 million in fiscal ~~2023~~2024 and ~~2022~~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.

Table of Contents

Total assets by reportable segment were as follows:


(in millions)	(in millions)	April 29, 2023		July 30, 2022		(in millions)	January 27, 2024	July 29, 2023
Assets:	Assets:
Wholesale
Wholesale
Wholesale	Wholesale	$	6,656	$	6,733
Retail	Retail	647		599
Other	Other	375		335
Eliminations	Eliminations	(37)		(39)
Total assets	Total assets	$	7,641	$	7,628

NOTE ~~14—~~15—COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Guarantees and Contingent Liabilities

The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of ~~April 29, 2023.~~January 27, 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 seven years, with a weighted average remaining term of approximately four years. For each guarantee issued, if the wholesale customer or other third-party defaults on a payment, the Company would be required to make payments under its guarantee. Generally, the guarantees are secured by indemnification agreements or personal guarantees. The Company reviews performance risk related to its guarantee obligations based on internal measures of credit performance. As of ~~April 29, 2023,~~January 27, 2024, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was ~~$16~~$11 million ($149 million on a discounted basis). Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of ~~April 29, 2023,~~January 27, 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. These agreements primarily relate to the Company’s commercial contracts, service agreements, contracts entered into for the purchase and sale of stock or assets, operating leases and other real estate contracts, financial agreements, agreements to provide services to the Company and agreements to indemnify officers, directors and employees in the performance of their work. While the Company’s aggregate indemnification obligations could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability. No amount has been recorded in the 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.

Table of Contents

Agreements with Save-A-Lot and Onex

The Agreement and Plan of Merger pursuant to which Supervalu sold the Save-A-Lot business in 2016 (the “SAL Merger Agreement”) contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and covenants, and certain other specified matters, on the terms and subject to the limitations set forth in the SAL Merger Agreement. Similarly, Supervalu entered into a Separation Agreement (the “Separation Agreement”) with Moran Foods, LLC d/b/a Save-A-Lot (“Moran Foods”), which contains indemnification obligations and covenants related to the separation of the assets and liabilities of the Save-A-Lot business from the Company. The Company also entered into a Services Agreement with Moran Foods (the “Services Agreement”), pursuant to which the Company provided Save-A-Lot with various technical, human resources, finance and other operational services. The Company primarily ceased providing services under the Services Agreement in fiscal 2022. The Services Agreement generally requires each party to indemnify the other party against third-party claims arising out of the performance of or the provision or receipt of services under the Services Agreement. While the Company’s aggregate indemnification obligations to Save-A-Lot and Onex, the purchaser of Save-A-Lot, could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability. The Company has recorded the de minimis fair value of the guarantee in the Condensed Consolidated Balance Sheets within Other long-term liabilities.

Other Contractual Commitments

In the ordinary course of business, the Company enters into supply contracts to purchase products for resale and service contracts for fixed asset and information technology systems. These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. As of ~~April 29, 2023,~~January 27, 2024, the Company had approximately ~~$524~~$657 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 29, 2023,~~January 27, 2024, the Company had commitments of ~~$772~~$323 million for future undiscounted minimum lease payments on leases signed but not yet commenced with terms of up to 2021 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.

Legal Proceedings

The Company is one of dozens of companies that have been named in various lawsuits alleging that drug manufacturers, retailers and distributors contributed to the national opioid epidemic. Currently, UNFI, primarily through its subsidiary, Advantage Logistics, is named in approximately 43 suits pending in the United States District Court for the Northern District of Ohio where thousands of cases have been consolidated as Multi-District Litigation (“MDL”). In accordance with the Stock Purchase Agreement dated January 10, 2013, between New Albertson’s Inc. (“New Albertson’s”) and the Company (the “Stock Purchase Agreement”), New Albertson’s is defending and indemnifying UNFI in a majority of the cases under a reservation of rights as those cases relate to New Albertson’s pharmacies. In one of the MDL cases, MDL No. 2804 filed by The Blackfeet Tribe of the Blackfeet Indian Reservation, all defendants were ordered to Answer the Complaint, which UNFI did on July 26, 2019. To date, no discovery has been conducted against UNFI in any of the actions. On October 7, 2022, the MDL Court issued an order directing the Company and numerous other “non-litigating” defendants to submit by November 1, 2022, a list of opioid cases where the Company is named and opioid dispensing and distribution data. The Company produced the data in compliance with the order. On March 8, 2023, the Company received a subpoena from the Consumer Protection Division of the Maryland Attorney General’s Office seeking records related to the distribution and dispensing of opioids. ~~The~~On May 19, 2023, the Company provided an initial production in response to the subpoena and is in the process of gathering additional responsive ~~documents and responding to the subpoena.~~documents. The Company believes these claims are without merit and isintends to vigorously ~~defending~~defend this matter.

Table of Contents

On January 21, 2021, various health plans filed a complaint in Minnesota state court against the Company, Albertson’s Companies, LLC (“Albertson’s”) and Safeway, Inc. alleging the defendants committed fraud by improperly reporting inflated prices for prescription drugs for members of health plans. The Plaintiffs assert six causes of action against the defendants: common law fraud, fraudulent nondisclosure, negligent misrepresentation, unjust enrichment, violation of the Minnesota Uniform Deceptive Trade Practices Act and violation of the Minnesota Prevention of Consumer Fraud Act. The plaintiffs allege that between 2006 and 2016, Supervalu overcharged the health plans by not providing the health plans, as part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested that Supervalu match competitor prices. Plaintiffs seek an unspecified amount of damages. Similar to the above case, for the majority of the relevant period Supervalu and Albertson’s operated as a combined company. In March 2013, Supervalu divested Albertson’s and pursuant to the Stock Purchase Agreement, Albertson’s is responsible for any claims regarding its pharmacies. On February 19, 2021, Albertson’s and Safeway removed the case to Minnesota Federal District Court, and on March 22, 2021, plaintiffs filed a motion to remand to state court. On February 26, 2021, defendants filed a motion to dismiss. The hearing on the remand motion and motions to dismiss occurred on May 20, 2021. On September 21, 2021, the Federal District Court remanded the

~~Table of Contents~~

case to Minnesota state court and did not rule on the motion to dismiss, which was refiled in state court. On February 1, 2022, the state court denied the motion to dismiss. On November 27, 2023, the court held a scheduling conference and thereafter entered a scheduling order setting various discovery and expert deadlines. The trial date is set for July 21, 2025. The Company believes these claims are without merit and is vigorously defending this matter.

UNFI is currently subject to a qui tam action alleging violations of the False Claims Act (“FCA”). In United States ex rel. Schutte and Yarberry v. Supervalu, New Albertson’s, Inc., et al, which is pending in the U.S. District Court for the Central District of Illinois, the relators allege that defendants overcharged government healthcare programs by not providing the government, as a part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested that defendants match competitor prices. The complaint was originally filed under seal and amended on November 30, 2015. The government previously investigated the relators’ allegations and declined to intervene. Violations of the FCA are subject to treble damages and penalties of up to a specified dollar amount per false claim. ~~Relators~~The relators elected to pursue the case on their own and have alleged FCA damages against Supervalu and New Albertson’s in excess of $100 million, not including trebling and statutory penalties. For the majority of the relevant period Supervalu and New Albertson’s operated as a combined company. In March 2013, Supervalu divested New Albertson’s (and related assets) pursuant to the Stock Purchase Agreement. Based on the claims that are currently pending and the Stock Purchase Agreement, Supervalu’s share of a potential award (at the currently claimed value by the relators) would be approximately $24 million, not including trebling and statutory penalties. Both sides moved for summary judgment. On August 5, 2019, the Court granted one of the relators’ summary judgment motions finding that the defendants’ lower matched prices are the usual and customary prices and that Medicare Part D and Medicaid were entitled to those prices. On July 2, 2020, the Court granted the defendants’ summary judgment motion and denied the relators’ motion, dismissing the case. On July 9, 2020, the relators filed a notice of appeal with the Seventh Circuit Court of Appeals. On August 12, 2021, the Seventh Circuit affirmed the District Court’s decision granting summary judgment in defendants’ favor. On September 23, 2021, the relators filed a petition for ~~rehearing. On~~rehearing which was denied on December 3, ~~2021, the Seventh Circuit denied the petition for rehearing.~~2021. On April 1, 2022, the relators filed a petition for a writ of certiorari with the United States Supreme Court which was granted on January 13, 2023. ~~Oral argument took place in the Supreme Court on April 18, 2023.~~ On June 1, 2023, the Supreme Court reversed and vacated the lower court’s judgment and remanded the case to the Seventh Circuit for further proceedings. On July 27, 2023, the Seventh Circuit vacated the summary judgment order and remanded the case to the District Court. On August 22, 2023, the District Court set the trial date for April 29, 2024. On October 11, 2023, each of the Company and the relators filed a motion for summary judgment. Briefing is complete and oral argument is scheduled for May 20, 2024. On February 16, 2024, the defendants filed a motion to reconsider the Court’s August 5, 2019 partial grant of summary judgment to the relators and to continue the trial date. On February 27, 2024, the Court granted the defendants’ motion for a trial date continuance and vacated the April 29, 2024 trial date. The trial is now scheduled to begin September 30, 2024.

From time to time, the Company receives notice of claims or potential claims or becomes involved in litigation, alternative dispute resolution, such as arbitration, or other legal and regulatory proceedings that arise in the ordinary course of its business, including investigations and claims regarding employment law, including wage and hour (including class actions); pension plans; labor union disputes, including unfair labor practices, such as claims for back-pay in the context of labor contract negotiations and other matters; supplier, customer and service provider contract terms and claims, including matters related to supplier or customer insolvency or general inability to pay obligations as they become due; product liability claims, including those where the supplier may be insolvent and customers or consumers are seeking recovery against the Company; real estate and environmental matters, including claims in connection with its ownership and lease of a substantial amount of real property, both retail and warehouse properties; and antitrust. Other than as described above, there are no pending material legal proceedings to which the Company is a party or to which its property is subject.

Table of Contents

Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. Management regularly monitors the Company’s exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and estimates with respect to related costs and exposures. As of ~~April 29, 2023,~~January 27, 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.

2526

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ~~FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT~~

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, that involve substantial risks and uncertainties. In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” “should,” “will” and “would,” or similar words. Statements that contain these words and other statements that are forward-looking in nature should be read carefully because they discuss future expectations, contain projections of future results of operations or of financial positions or state other “forward-looking” information.

Forward-looking statements involve inherent uncertainty and may ultimately prove to be incorrect. These statements are based on our management’s beliefs and assumptions, which are based on currently available information. These assumptions could prove inaccurate. You are cautioned not to place undue reliance on forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to:

•our dependence on principal customers;

•the relatively low margins of our business, which are sensitive to inflationary and deflationary ~~pressures;~~pressures and intense competition, including as a result of the continuing consolidation of retailers and the growth of consumer choices for grocery and consumable purchases;

•our ability to realize the anticipated benefits of our transformation initiatives;

•changes in relationships with our suppliers;

•our ability to operate, and rely on third parties to operate, reliable and secure technology systems;

•~~our ability to realize anticipated benefits of our strategic initiatives, including any acquisitions;~~

•labor and other workforce shortages and challenges;

•the addition or loss of significant customers or material changes to our relationships with these customers;

•our ~~sensitivity~~ability to ~~general economic conditions including inflation, changes in disposable income levels and consumer spending trends;~~

•~~the impact and duration~~realize anticipated benefits of ~~any pandemics or disease outbreaks;~~our acquisitions;

•our ability to continue to grow sales, including of our higher margin natural and organic foods and non-food products, and to manage that growth;

•~~increased competition~~our ability to maintain sufficient volume in our ~~industry,~~wholesale segment to support our operating infrastructure;

•the impact and duration of any pandemics or disease outbreaks;

•our ability to access additional capital;

•increases in healthcare, pension and other costs under our and multiemployer benefit plans;

•the potential for additional asset impairment charges;

•our sensitivity to general economic conditions including ~~as a result of continuing consolidation of retailers~~inflation, changes in disposable income levels and ~~the growth of chains, direct distribution by large retailers and the growth of online distributors;~~consumer purchasing habits;

•our ability to timely and successfully deploy our warehouse management system throughout our distribution centers and our transportation management system across the Company and to achieve efficiencies and cost savings from these efforts;

•the potential for disruptions in our supply chain or our distribution capabilities from circumstances beyond our control, including due to lack of long-term contracts, severe weather, labor shortages or work stoppages or otherwise;

•moderated supplier promotional activity, including decreased forward buying opportunities;

•union-organizing activities that could cause labor relations difficulties and increased costs;

•~~the potential for additional asset impairment charges;~~

•our ability to maintain food quality and safety; and

•volatility in fuel costs;

•~~volatility in foreign exchange rates; and~~

•~~our ability to identify and successfully complete asset or business acquisitions.~~

You should carefully review the risks described under ~~“Part I.~~“Risk Factors” included in Part I, Item 1A ~~Risk Factors”~~ of our Annual Report on Form 10-K for the year ended July ~~30, 2022~~29, 2023 (the “Annual Report”), as well as any other cautionary language in this Quarterly Report, as the occurrence of any of these events could have an adverse effect, which may be material, on our business, results of operations, financial condition or cash flows.

2627

Table of Contents

EXECUTIVE OVERVIEW

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto contained in this Quarterly Report on Form 10-Q, the information contained under the caption ~~“Forward-Looking~~“Cautionary Note Regarding Forward-Looking Statements,” and the information in the Annual Report.

Business Overview

UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in the country to smaller ~~independents.~~independents as well. We offer approximately ~~260,000~~250,000 products consisting of national, regional and private label brands grouped into ~~six~~the following main product categories: grocery and general merchandise; ~~produce; perishables and~~perishables; frozen foods; ~~nutritional supplements~~wellness and ~~sports nutrition;~~personal care items; and bulk and foodservice ~~products; and personal care items.~~products. We believe we are North America’s premier grocery wholesaler with 5655 distribution centers and warehouses representing approximately 3031 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers. We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs. Our business is classified into two reportable segments: Wholesale and Retail; and also includes a manufacturing division and a branded product line division.

We are focused on ~~executing~~becoming a more effective and efficient business partner to our ~~transformation strategy,~~customers, which we believe will position us for long-term profitable growth. Our ~~enterprise-wide~~ business transformation ~~program consists~~initiatives consist of four areas: network automation and optimization; commercial value creation; digital offering enhancement and infrastructure unification and modernization. ~~These four areas represent the next evolution of our business strategy.~~ To enable ~~this business transformation,~~these efforts, we have engaged consultants and ~~brought in new~~recruited leadership with ~~transformation~~the appropriate experience to upgrade and modernize our technology and platforms to better serve our customers.

We are also ~~working on~~implementing near-term initiatives to help improve profitability while we execute our longer-term ~~initiatives.~~strategy. These include actioning administrative structure efficiencies, reprioritizing our selling and administrative spending, optimizing our stock-keeping unit (“SKU”) assortment as well as reviewing commercial ~~contract reviews~~contracts in collaboration with our customers and suppliers.

We expect to continue to use available capital to re-invest in our business and ~~to reduce outstanding debt, and~~ we remain committed to improving our financial leverage and reducing outstanding debt over the long term. ~~The decline in our financial leverage in recent years offers us increased financial flexibility.~~

We believe we can ~~accelerate~~optimize our ~~growth~~performance and profitability through our ~~transformation~~improvement efforts, which we expect will improve our cost structure, increase sales of products and services, and position us to provide tailored, data-driven solutions to help our customers run their businesses more efficiently and contribute to customer acquisitions. We believe the key drivers for value creation will be improved efficiency through the automation and optimization of our supply chain, as well as new customer growth ~~will be~~associated with the benefits of our significant scale, product and service offerings and nationwide footprint.

Trends and Other Factors Affecting our Business

Our results are impacted by macroeconomic and demographic trends, changes in the food distribution market structure and changes in consumer behavior. We believe food-at-home expenditures as a percentage of total food expenditures are subject to these trends, including changes in consumer behaviors in response to social and economic trends, such as levels of disposable income and the health of the economy in which our customers and our stores operate.

The U.S. economy has experienced economic volatility in recent years, which has had, and we expect may continue to have, an impact on consumer ~~confidence.~~confidence and behavior. Consumer spending may continue to be impacted by levels of discretionary income and consumers trading down to a less expensive mix of products for grocery items or buying fewer items. In addition, inflation ~~remains at elevated levels and~~ continues to ~~be unpredictable. For example, we experienced volatility in~~affect our ~~energy operating costs,~~business, and fluctuating commodity and labor input costs may continue to impact the prices of products we procure from manufacturers. We believe our product mix, which ranges from high-quality natural and organic products to national and local conventional brands, including cost conscious private label brands, positions us to serve a broad cross section of North American retailers and end customers, and may lessen the impact of any further shifts in consumer and industry trends in grocery product mix.

2728

Table of Contents

We are also impacted by changes in food distribution trends affecting our Wholesale customers, such as direct store deliveries and other methods of distribution. Our Wholesale customers manage their businesses independently and operate in a competitive environment.

Wholesale Distribution Center Network

We evaluate our distribution center network to optimize performance and expect to incur incremental expenses related to any future network realignment, expansion or improvements, including initiatives under the network automation and optimization ~~pillar~~area of our transformation agenda. We are working to both minimize these potential future costs and obtain new business to further improve the efficiency of our transforming distribution network.

In the second quarter of fiscal ~~2022, our Allentown, Pennsylvania~~2024, we began the development of a new distribution center ~~began operations, with a capacity of~~in Manchester, Pennsylvania, which has approximately 1.3 million square ~~feet to service customers~~feet. We recognized a $205 million right-of-use asset and operating lease liability for this distribution center in the ~~surrounding geographic area. We incurred start-up costs and operating losses, as the volume in this facility continues to ramp up to its operating capacity.~~second quarter of fiscal 2024.

Retail Operations

We currently operate ~~78 Retail~~79 retail grocery stores, including 54 Cub Foods corporate stores and 2425 Shoppers Food Warehouse stores. In addition, we supply another 26 Cub Foods stores operated by our Wholesale customers through franchise and equity ownership arrangements. We operate 81 pharmacies primarily within the stores we operate and the stores of our franchisees. In addition, we operate 25 “Cub Wine and Spirit” and “Cub Liquor” stores.

We plan to continue to invest in our Retail segment in areas such as customer-facing merchandising initiatives, physical facilities, technology and operational tools. Cub Foods and Shoppers Food Warehouse anticipate continued investment in improving the customer and associate experience through express remodels focused on customer facing elements.

Impact of Product Cost ~~Inflation~~Changes

We experienced a mix of inflation and deflation across product categories during the ~~third~~second quarter of fiscal ~~2023~~.2024. In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately ~~eight~~two percent in the ~~third~~second quarter of fiscal ~~2023~~,2024 as compared to the ~~third~~second quarter of fiscal ~~2022~~.2023. Cost inflation and deflation estimates are based on individual like items sold during the periods being compared. Changes in merchandising, customer buying habits and competitive pressures create inherent difficulties in measuring the impact of inflation and deflation on Net sales and Gross profit. Absent any changes in units sold or the mix of units sold, inflation generally has the effect of increasing sales. Under the last-in, first out (“LIFO”) method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory quantities and costs, which generally has the effect of decreasing Gross profit and the carrying value of inventory during periods of inflation.

Our pricing to our customers is determined at the time of sale primarily based on the then prevailing vendor listed base cost, and includes discounts we offer to our customers. Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold and vendor promotions are constant. In the ~~third~~second quarter of fiscal ~~2023,~~2024, we experienced fewer and less significant vendor product cost increases as compared to the ~~third~~second quarter of fiscal ~~2022.~~2023. These decreases negatively impacted our gross profit rate when comparing the ~~third~~second quarter of fiscal ~~2023~~2024 to the ~~third~~second quarter of fiscal ~~2022.~~2023.

Composition of Condensed Consolidated Statements of Operations and Business Performance Assessment

Net ~~sales~~Sales

Our Net sales consist primarily of product sales of natural, organic, specialty, produce, and conventional grocery and non-food products, ~~and support services revenue from retailers,~~ adjusted for customer volume discounts, vendor incentives when applicable, returns and allowances, and professional services revenue. Net sales also include amounts charged by us to customers for shipping and handling and fuel surcharges.

~~Table of Contents~~

Cost of ~~sales~~Sales and Gross ~~profit~~Profit

The principal components of our Cost of sales include the amounts paid to suppliers for product sold, plus transportation costs necessary to bring the product to, or move product between, our distribution centers and retail stores, partially offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products.

Table of Contents

Operating ~~expenses~~Expenses

Operating expenses include distribution expenses of warehousing, delivery, purchasing, receiving, selecting, and outbound transportation expenses, and selling and administrative expenses. These expenses include salaries and wages, employee benefits, occupancy, insurance, depreciation and amortization expense and share-based compensation expense.

Restructuring, ~~acquisition~~Acquisition and ~~integration related (benefits) expenses~~Integration Related Expenses

Restructuring, acquisition and integration related ~~(benefits)~~ expenses reflect expenses resulting from restructuring activities, including severance costs, facility closure asset impairment charges and costs, share-based compensation acceleration charges and acquisition and integration related expenses. Integration related expenses include certain professional consulting expenses and incremental expenses related to combining facilities required to optimize our distribution network as a result of acquisitions.

Loss (Gain) on Sale of Assets and Other Asset Charges

Loss (gain) on sale of assets and other asset charges primarily includes losses (gains) on sales of assets, losses on sales of financial assets, and asset impairments.

Net ~~periodic benefit income, excluding service cost~~Periodic Benefit Income, Excluding Service Cost

Net periodic benefit income, excluding service cost reflects the recognition of expected returns on benefit plan assets and interest costs on plan liabilities.

Interest ~~expense, net~~Expense, Net

Interest expense, net includes primarily interest expense on long-term debt, net of capitalized interest, loss on debt extinguishment, interest expense on finance lease obligations, amortization of financing costs and discounts, and interest income.

Adjusted EBITDA

Our Condensed Consolidated Financial Statements are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”). In addition to the GAAP results, we consider certain non-GAAP financial measures to assess the performance of our business and understand underlying operating performance and core business trends, which we use to facilitate operating performance comparisons of our business on a consistent basis over time. Adjusted EBITDA is provided as a supplement to our results of operations and related analysis, and should not be considered superior to, a substitute for or an alternative to, any financial measure of performance prepared and presented in accordance with GAAP. Adjusted EBITDA excludes certain items because they are non-cash items or items that do not reflect management’s assessment of ongoing business performance.

We believe Adjusted EBITDA is useful ~~to investors and financial institutions~~ because it provides additional information regarding factors and trends affecting our business, which are used in the business planning process to understand expected operating performance, to evaluate results against those expectations, and because of its importance as a measure of underlying operating performance, as the primary compensation performance measure under certain compensation programs and plans. We believe Adjusted EBITDA is reflective of factors that affect our underlying operating performance and facilitate operating performance comparisons of our business on a consistent basis over time. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. Certain adjustments to our GAAP financial measures reflected below exclude items that may be considered recurring in nature and may be reflected in our financial results for the foreseeable future. These measurements and items may be different from non-GAAP financial measures used by other companies. Adjusted EBITDA should be reviewed in conjunction with our results reported in accordance with GAAP in this Quarterly Report on Form 10-Q.

There are significant limitations to using Adjusted EBITDA as a financial measure including, but not limited to, it not reflecting the cost of cash expenditures for capital assets or certain other contractual commitments, finance lease obligation and debt service expenses, income taxes and any impacts from changes in working capital.

2930

Table of Contents

We define Adjusted EBITDA as a consolidated measure which we reconcile by adding Net (loss) income ~~(loss)~~ including noncontrolling interests, less Net income attributable to noncontrolling interests, plus ~~non-operating~~Non-operating income and expenses, including Net periodic benefit income, excluding service cost, Interest expense, net and Other (income) expense, net, plus ~~Provision (benefit)~~(Benefit) provision for income taxes and Depreciation and amortization all calculated in accordance with GAAP, plus adjustments for Share-based compensation, non-cash LIFO charge or benefit, Restructuring, acquisition and integration related expenses, Goodwill impairment charges, ~~(Gain) loss~~Loss (gain) on sale of assets and other asset charges, certain legal charges and gains, and certain other non-cash charges or other items, as determined by management. The changes to the definition of Adjusted EBITDA in the fourth quarter of fiscal 2023 from prior periods reflect changes to line item references in our Consolidated Financial Statements, which do not impact the calculation of Adjusted EBITDA.

Assessment of Our Business Results

The following table sets forth a summary of our results of operations and Adjusted EBITDA for the periods indicated.


		13-Week Period Ended						39-Week Period Ended
	13-Week Period Ended
(in millions)
(in millions)
(in millions)	(in millions)	April 29, 2023		April 30, 2022		Change		April 29, 2023		April 30, 2022		Change		January 27, 2024	January 28, 2023	Change	January 27, 2024	January 28, 2023	Change
Net sales	Net sales	$	7,507	$	7,242	$	265	$	22,855	$	21,655	$	1,200
Cost of sales	Cost of sales	6,507		6,230		277		19,690		18,526		1,164
Gross profit	Gross profit	1,000		1,012		(12)		3,165		3,129		36
Operating expenses	Operating expenses	967		969		(2)		2,969		2,845		124
Restructuring, acquisition and integration related (benefits) expenses		(4)		8		(12)		1		16		(15)
Loss (gain) on sale of assets		4		(88)		92		—		(87)		87
Restructuring, acquisition and integration related expenses
Loss (gain) on sale of assets and other asset charges
Operating income	Operating income	33		123		(90)		195		355		(160)
Net periodic benefit income, excluding service cost	Net periodic benefit income, excluding service cost	(8)		(10)		2		(22)		(30)		8
Interest expense, net	Interest expense, net	35		37		(2)		109		121		(12)
Other income, net	Other income, net	(1)		(1)		—		(2)		(2)		—
Income before income taxes		7		97		(90)		110		266		(156)
(Loss) income before income taxes
(Benefit) provision for income taxes	(Benefit) provision for income taxes	(1)		29		(30)		13		53		(40)
Net income including noncontrolling interests		8		68		(60)		97		213		(116)
Net (loss) income including noncontrolling interests
Less net income attributable to noncontrolling interests	Less net income attributable to noncontrolling interests	(1)		(1)		—		(5)		(4)		(1)
Net income attributable to United Natural Foods, Inc.		$	7	$	67	$	(60)	$	92	$	209	$	(117)
Net (loss) income attributable to United Natural Foods, Inc.

Adjusted EBITDA	Adjusted EBITDA	$	159	$	196	$	(37)	$	547	$	616	$	(69)
Adjusted EBITDA
Adjusted EBITDA

3031

Table of Contents

The following table reconciles Net (loss) income including noncontrolling interests to Adjusted EBITDA:

13-Week Period Ended 39-Week Period Ended
(in millions) April 29, 2023 April 30, 2022 April 29, 2023 April 30, 2022
Net income including noncontrolling interests $ 8 $ 68 $ 97 $ 213
Adjustments to net income including noncontrolling interests:
Less net income attributable to noncontrolling interests (1) (1) (5) (4)
Net periodic benefit income, excluding service cost (8) (10) (22) (30)
Interest expense, net 35 37 109 121
Other income, net (1) (1) (2) (2)
(Benefit) provision for income taxes (1) 29 13 53
Depreciation and amortization 77 72 224 210
Share-based compensation 10 10 33 33
LIFO charge 33 72 83 102
Restructuring, acquisition and integration related (benefits) expenses (4) 8 1 16
Loss (gain) on sale of assets(1)
4 (88) — (87)
Multiemployer pension plan withdrawal benefit(2)
— — — (8)
Other retail benefit(3)
— — — (1)
Business transformation costs(4)
7 — 16 —
Adjusted EBITDA $ 159 $ 196 $ 547 $ 616


	13-Week Period Ended				26-Week Period Ended
(in millions)	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023
Net (loss) income including noncontrolling interests	$	(14)	$	22	$	(53)	$	89
Adjustments to net (loss) income including noncontrolling interests:
Less net income attributable to noncontrolling interests	(1)		(3)		(1)		(4)
Net periodic benefit income, excluding service cost	(4)		(7)		(7)		(14)
Interest expense, net	40		39		75		74
Other income, net	(1)		—		(1)		(1)
(Benefit) provision for income taxes	(5)		9		(14)		14
Depreciation and amortization	74		73		152		147
Share-based compensation	10		11		16		23
LIFO charge	6		29		13		50
Restructuring, acquisition and integration related expenses	4		3		8		5
Loss (gain) on sale of assets and other asset charges (1)	5		1		24		(4)
Business transformation costs (2)	14		4		29		9
Other adjustments (3)	—		—		4		—
Adjusted EBITDA	$	128	$	181	$	245	$	388

(1)Fiscal ~~2022 primarily reflects the gain on sale~~2024 includes a $21 million non-cash asset impairment charge related to one of our ~~Riverside, California distribution center~~corporate-owned office locations in the ~~third~~first quarter of fiscal ~~2022.~~2024.

(2)Reflects ~~an adjustment to multiemployer pension plan withdrawal charge estimates.~~costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.

(3)~~Reflects an insurance recovery associated with event-specific damages~~Primarily reflects third-party professional service fees related to ~~certain retail stores and store closure costs.~~

~~(4)~~Reflects third-party costs primarily for business transformation initiatives, including network automation and optimization, commercial value creation, digital offering enhancement and infrastructure unification and modernization.shareholder negotiations.

RESULTS OF OPERATIONS

Net Sales

Our Net sales by customer channel was as follows (in millions except percentages):

13-Week Period Ended Increase (Decrease) 39-Week Period Ended Increase (Decrease)
Customer Channel(1)
April 29,
2023 April 30,
2022 $ % April 29,
2023 April 30,
2022 $ %
Chains $ 3,129 $ 3,111 $ 18 0.6 % $ 9,675 $ 9,436 $ 239 2.5 %
Independent retailers 1,875 1,833 42 2.3 % 5,802 5,488 314 5.7 %
Supernatural 1,647 1,468 179 12.2 % 4,819 4,299 520 12.1 %
Retail 598 602 (4) (0.7) % 1,871 1,847 24 1.3 %
Other 640 625 15 2.4 % 1,884 1,786 98 5.5 %
Eliminations (382) (397) 15 (3.8) % (1,196) (1,201) 5 (0.4) %
Total net sales $ 7,507 $ 7,242 $ 265 3.7 % $ 22,855 $ 21,655 $ 1,200 5.5 %


	13-Week Period Ended				Increase (Decrease)				26-Week Period Ended				Increase (Decrease)
Customer Channel(1)	January 27, 2024		January 28, 2023		$		%		January 27, 2024		January 28, 2023		$		%
Chains	$	3,266	$	3,322	$	(56)	(1.7)	%	$	6,450	$	6,546	$	(96)	(1.5)	%
Independent retailers	1,907		1,980		(73)		(3.7)	%	3,806		3,927		(121)		(3.1)	%
Supernatural	1,751		1,659		92		5.5	%	3,363		3,172		191		6.0	%
Retail	631		660		(29)		(4.4)	%	1,237		1,273		(36)		(2.8)	%
Other	615		609		6		1.0	%	1,261		1,244		17		1.4	%
Eliminations	(395)		(414)		19		(4.6)	%	(790)		(814)		24		(2.9)	%
Total net sales	$	7,775	$	7,816	$	(41)	(0.5)	%	$	15,327	$	15,348	$	(21)	(0.1)	%

(1)Refer to Note 3—Revenue Recognition in Part 1, Item 1 of this Quarterly Report on Form 10-Q for our channel definitions and additional information.

Second Quarter

Our Net sales for the second quarter of fiscal 2024 decreased approximately 0.5% from the second quarter of fiscal 2023. The decrease in Net sales was primarily driven by a decline in unit volumes, which was partially offset by inflation and new business with existing customers, primarily resulting from growth in our Supernatural channel.

Retail Net sales decreased primarily due to a 4.8% decrease in identical store sales from lower volume.

Table of Contents

~~Third Quarter~~Year-to-Date

Our Net sales for ~~the third quarter of~~fiscal 2024 year-to-date decreased approximately 0.1% from fiscal 2023 ~~increased approximately 3.7% from the third quarter of fiscal 2022.~~year-to-date. The ~~increase~~decrease in Net sales was primarily driven by a decline in unit volumes. This decrease was largely offset by inflation and new ~~business. This new~~ business ~~resulted from selling new or expanded categories to~~with existing customers, ~~and adding new customers. These increases were partially offset by a decrease in units sold.~~

~~Chains and Independent retailers Net sales increased~~ primarily ~~due to~~resulting from growth in ~~sales to existing and new customers, including an increase from higher product costs, which drove higher wholesale selling prices to~~ our ~~customers, partially offset by a decrease in units sold.~~

Supernatural Net sales increased primarily due to growth in existing store sales, including the supply of new fresh categories, inflation, and increased sales to new stores, partially offset by a decrease in units sold.channel.

Retail Net sales decreased primarily due to a ~~2.0%~~4.0% decrease in identical store sales from lower ~~volume, offset by higher average basket sizes driven by inflation.~~

~~Other Net sales increased primarily due to higher Military sales.~~

~~Year-to-Date~~

Our Net sales for fiscal 2023 year-to-date increased approximately 5.5% from fiscal 2022 year-to-date. The increase in Net sales was primarily driven by inflation and new business. This new business resulted from selling new or expanded categories to existing customers and adding new customers. These increases were partially offset by a decrease in units sold.

Chains Net sales increased primarily due to growth in sales to existing and new customers, including an increase from higher product costs, which drove higher wholesale selling prices to our customers, partially offset by a decrease in units sold.

Independent retailers Net sales increased primarily due to increased sales under a supply agreement with a new customer within the Atlantic region commencing in the first quarter of fiscal 2022 and growth in sales to existing customers, including an increase from higher product costs, which drove higher wholesale selling prices to our customers, partially offset by a decrease in units sold.

~~Retail Net sales increased primarily due to new store sales and a 0.3% increase in identical store sales from higher average basket sizes driven by inflation, partially offset by lower~~ volume.

~~Other Net sales increased primarily due to higher Military and eCommerce sales.~~

Cost of Sales and Gross Profit

Our ~~gross~~Gross profit decreased ~~$12~~$34 million, or ~~1.2%~~3.2%, to ~~$1,000~~$1,035 million for the ~~third~~second quarter of fiscal ~~2023,~~2024, from ~~$1,012~~$1,069 million for the ~~third~~second quarter of fiscal ~~2022.~~2023. Our ~~gross~~Gross profit as a percentage of Net sales decreased to 13.3% for the ~~third~~second quarter of fiscal ~~2023~~2024 compared to ~~14.0%~~13.7% for the ~~third~~second quarter of fiscal ~~2022.~~2023. The LIFO charge was ~~$33~~$6 million and ~~$72~~$29 million in the ~~third quarter~~second quarters of fiscal ~~2023~~2024 and ~~2022,~~2023, respectively. Excluding the non-cash LIFO charge, gross profit rate was ~~13.8%~~13.4% of Net sales and ~~15.0%~~14.0% of Net sales for the ~~third~~second quarter of fiscal ~~2023~~2024 and ~~2022~~2023, respectively. The decrease in gross profit rate, excluding the LIFO charge, was primarily driven by ~~the volatile macroeconomic environment, which led to~~ lower ~~inflationary benefits and reduced procurement gains. Gross profit also reflects higher~~ levels of ~~shrink and costs related to operational improvements.~~procurement gains resulting from decelerating inflation.

Our ~~gross~~Gross profit ~~increased $36~~decreased $100 million, or ~~1.2%~~4.6%, to ~~$3,165~~$2,065 million for fiscal ~~2023~~2024 year-to-date, from ~~$3,129~~$2,165 million for fiscal ~~2022~~2023 year-to-date. Our ~~gross~~Gross profit as a percentage of Net sales decreased to ~~13.8%~~13.5% for fiscal ~~2023~~2024 year-to-date compared to ~~14.4%~~14.1% for fiscal ~~2022~~2023 year-to-date. The LIFO charge was ~~$83~~$13 million and ~~$102~~$50 million for fiscal ~~2023~~2024 and ~~fiscal 2022~~2023 year-to-date, respectively. ~~Excluding~~Excluding the non-cash LIFO charge, gross profit rate was ~~14.2%~~13.6% of Net sales and ~~14.9%~~14.4% of Net sales for fiscal 2024 and fiscal 2023 ~~and fiscal 2022~~ year-to-date, respectively. The decrease in gross profit rate, excluding the LIFO charge, was primarily driven by ~~reduced~~lower levels of procurement gains ~~due to the~~resulting from decelerating ~~rate of inflation and the volatile macroeconomic environment, lower inventory gains, higher shrink expense and customer mix.~~inflation.

~~Table of Contents~~

Operating Expenses

Operating expenses ~~decreased $2~~increased $8 million, or ~~0.2%~~0.8%, to ~~$967~~$1,010 million, or ~~12.9%~~13.0% of Net sales, for the ~~third~~second quarter of fiscal ~~2023~~2024 compared to ~~$969~~$1,002 million, or ~~13.4%~~12.8% of Net sales, for the ~~third~~second quarter of fiscal ~~2022.~~2023. The increase in Operating expenses ~~in the third quarter~~as a percentage of ~~fiscal 2023 included a benefit of approximately $20 million resulting from the reversal of previously accrued incentive compensation expense~~Net sales was primarily driven by ~~underperformance compared to targets, which was~~investments in our transformation initiatives, partially offset by ~~higher occupancy-related costs. Operating expenses in the third quarter of fiscal 2022 included approximately $15 million in incentive compensation expense.~~lower transportation and distribution center labor costs due to increased operational efficiencies across our supply chain.

Operating expenses increased ~~$124~~$31 million, or ~~4.4%~~1.5%, to ~~$2,969~~$2,033 million, or 13.3% of Net sales, for fiscal 2024 year-to-date compared to $2,002 million, or 13.0% of Net sales, for fiscal 2023 ~~year-to-date compared to $2,845 million, or 13.1% of Net sales, for fiscal 2022~~ year-to-date. The ~~decrease~~increase in ~~operating~~Operating expenses as a ~~percent~~percentage of Net sales was primarily driven by ~~approximately $40 million lower incentive compensation expense~~investments in ~~fiscal 2023 year-to-date,~~our transformation initiatives, partially offset by ~~higher occupancy-related costs.~~lower transportation and distribution center labor costs due to increased operational efficiencies across our supply chain.

Loss (Gain) on Sale of Assets and Other Asset Charges

~~During~~Loss on sale of assets and other asset charges increased $4 million to $5 million for the ~~third~~second quarter of fiscal ~~2022, we acquired~~2024, from $1 million for the ~~real property~~second quarter of ~~our Riverside, California distribution center for approximately $153 million. Immediately following this acquisition, we monetized this property through~~fiscal 2023, driven by a ~~sale-leaseback transaction, pursuant to which we received $225 million in aggregate proceeds for~~gain on the sale of property and equipment during the ~~property,~~second quarter of fiscal 2023, which ~~represented~~partially offset losses on the ~~fair value~~sales of receivables under the ~~property. Under the terms~~accounts receivable monetization program incurred in both periods.

Loss on sale of ~~the sale-leaseback agreement, we entered into~~assets and other asset charges was $24 million for fiscal 2024 year-to-date, compared to a ~~lease for the distribution center for a term of 15 years. We recorded a pre-tax~~ gain on sale of ~~approximately $87~~assets of $4 million for fiscal 2023 year-to-date. Fiscal 2024 year-to-date primarily includes a $21 million asset impairment charge related to one of our corporate-owned office locations. Fiscal 2024 year-to-date also includes higher losses on the sales of receivables under the accounts receivable monetization program, which was entered into early in the ~~third~~second quarter of fiscal ~~2022 as a result of the transactions, which primarily reflects the pre-tax net proceeds.~~2023.

Operating Income

Reflecting the factors described above, Operating income decreased ~~$90~~$47 million to ~~$33~~$16 million for the ~~third~~second quarter of fiscal ~~2023,~~2024, compared to ~~$123~~$63 million for the ~~third~~second quarter of fiscal ~~2022.~~2023. The decrease in ~~operating~~Operating income was primarily driven by a decrease in ~~gain on sale of assets~~Gross profit and ~~gross profit, partially offset by a decrease~~an increase in ~~operating~~Operating expenses, each as described above.

Reflecting the factors described above, Operating income decreased ~~$160~~$162 million to ~~$195~~$0 million for fiscal 2024 year-to-date, compared to operating income of $162 million for fiscal 2023 ~~year-to-date, compared to $355 million for fiscal 2022~~ year-to-date. The decrease in ~~operating~~Operating income was primarily driven by a decrease in Gross profit, an increase in ~~operating~~Operating expenses, ~~in excess of an increase in gross profit~~ and a ~~decrease in gain~~loss on sale of assets and other asset charges in fiscal 2024 year-to-date compared to a gain in fiscal 2023 year-to-date, each as described above.

Table of Contents

Interest Expense, Net


		13-Week Period Ended				39-Week Period Ended
		13-Week Period Ended
		13-Week Period Ended
		13-Week Period Ended											26-Week Period Ended
(in millions)	(in millions)	April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022		(in millions)	January 27, 2024	January 28, 2023		January 27, 2024	January 28, 2023
Interest expense on long-term debt, net of capitalized interest	Interest expense on long-term debt, net of capitalized interest	$	33	$	32	$	98	$	95
Interest expense on finance lease obligations	Interest expense on finance lease obligations	1		1		2		10
Amortization of financing costs and discounts	Amortization of financing costs and discounts	2		3		7		9
Loss on debt extinguishment	Loss on debt extinguishment	—		1		3		7
Interest income	Interest income	(1)		—		(1)		—
Interest expense, net	Interest expense, net	$	35	$	37	$	109	$	121

The ~~decrease~~increase in interest expense, net, in the ~~third~~second quarter of fiscal 2024 compared to the second quarter of fiscal 2023 ~~compared to the third quarter of fiscal 2022~~ was primarily driven by ~~lower~~higher average ~~debt balances and higher~~ interest ~~income,~~rates, partially offset by ~~higher interest rates.~~lower loss on debt extinguishment.

The ~~decrease~~increase in interest expense, net, in fiscal ~~2023~~2024 year-to-date compared to ~~2022~~fiscal 2023 year-to-date was primarily driven by higher average interest rates, partially offset by lower loss on debt extinguishment and lower outstanding debt ~~balances and finance leases, partially offset by higher average interest rates.~~balances.

(Benefit) Provision for Income Taxes

~~Table of Contents~~

The effective tax rate for fiscal ~~2023~~2024 year-to-date was ~~11.8%~~a benefit rate of 20.9% on pre-tax loss compared to ~~19.9%~~an expense rate of 13.6% on pre-tax income for fiscal ~~2022~~2023 year-to-date. The change ~~was~~from fiscal 2023 year-to-date is primarily driven ~~primarily~~ by the ~~impact~~reduction of ~~a partnership investment entered into~~discrete tax benefits related to employee stock award vestings in the ~~third~~first quarter of fiscal 2024. In addition, the first quarter of fiscal 2023 ~~and~~included a tax benefit from the ~~reduction~~release of reserves for unrecognized tax positions that did not recur in ~~pre-tax income in~~the first quarter of fiscal 2023 year-to-date as compared to fiscal 2022 year-to-date. This was partially offset by the lower discrete tax benefits in fiscal 2023 year-to-date related to the vesting of employee stock awards as compared to fiscal 2022 year-to-date.2024.

Net (Loss) Income Attributable to United Natural Foods, Inc.

Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $15 million, or $0.25 per diluted common share, for the second quarter of fiscal 2024, compared to Net income attributable to United Natural Foods, Inc. ~~was $7~~of $19 million, or ~~$0.12~~$0.31 per diluted common share, for the ~~third~~second quarter of fiscal ~~2023, compared to $67 million, or $1.10 per diluted common share, for the third quarter of fiscal 2022.~~2023.

Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $54 million, or $0.92 per diluted common share, for fiscal 2024 year-to-date, compared to Net income attributable to United Natural Foods, Inc. ~~was $92~~of $85 million, or ~~$1.51~~$1.38 per diluted common share, for fiscal 2023 ~~year-to-date, compared to $209 million, or $3.44 per diluted common share, for fiscal 2022~~ year-to-date.

Table of Contents

Segment Results of Operations

In evaluating financial performance in each business segment, management primarily uses Net sales and Adjusted EBITDA of its business segments as discussed and reconciled within Note ~~13—~~14—Business Segments within Part I, Item 1 of this Quarterly Report on Form 10-Q and the above table within the Executive Overview section. The following tables set forth Net sales and Adjusted EBITDA by segment for the periods indicated. Adjusted EBITDA by segment results for the third quarter of fiscal 2023 and fiscal 2023 year-to-date reflect adjustments to expected incentive compensation expense discussed in Note 13—Business Segments.


			13-Week Period Ended						39-Week Period Ended
		13-Week Period Ended
(in millions)
(in millions)
(in millions)	(in millions)		April 29, 2023		April 30, 2022		Change		April 29, 2023		April 30, 2022		Change		January 27, 2024	January 28, 2023	Change	January 27, 2024	January 28, 2023	Change
Net sales:	Net sales:
Wholesale
Wholesale
Wholesale	Wholesale		$	7,235	$	6,977	$	258	$	22,008	$	20,843	$	1,165
Retail	Retail		598		602		(4)		1,871		1,847		24
Other	Other		56		60		(4)		172		166		6
Eliminations	Eliminations		(382)		(397)		15		(1,196)		(1,201)		5
Total Net sales	Total Net sales		$	7,507	$	7,242	$	265	$	22,855	$	21,655	$	1,200
Adjusted EBITDA:	Adjusted EBITDA:
Wholesale	Wholesale		$	143	$	171	$	(28)	$	451	$	522	$	(71)
Wholesale
Wholesale
Retail	Retail		18		14		4		66		68		(2)
Other	Other		(1)		11		(12)		33		27		6
Eliminations	Eliminations		(1)		—		(1)		(3)		(1)		(2)
Total Adjusted EBITDA	Total Adjusted EBITDA		$	159	$	196	$	(37)	$	547	$	616	$	(69)

Net Sales

~~Third~~Second Quarter

Wholesale’s Net sales ~~increased~~decreased in the second quarter of fiscal 2024 as compared to the second quarter of fiscal 2023 primarily due to a decline in unit volumes and declines in the Independent retailers and Chains channels, partially offset by inflation and growth in the Supernatural ~~Independent retailers and Chains channels,~~channel, as discussed in Results of Operations - Net Sales section above.

Retail’s Net sales decreased in the second quarter of fiscal 2024 as compared to the second quarter of fiscal 2023 primarily due to a ~~2.0%~~4.8% decrease in identical store sales from lower ~~volume, offset by higher average basket sizes driven by inflation.~~volume.

~~The~~Lower eliminations of Net sales in the second quarter of fiscal 2024 as compared to the second quarter of fiscal 2023 were primarily due to a decrease in ~~eliminations~~Wholesale to Retail sales, which are eliminated upon consolidation.

Year-to-Date

Wholesale’s Net sales ~~was~~decreased for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date primarily due to a decline in unit volumes and declines in the Independent retailers and Chains channels, partially offset by inflation and growth in the Supernatural channel, as discussed in Results of Operations - Net Sales section above.

Retail’s Net sales decreased for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date primarily due to a 4.0% decrease in identical store sales from lower volume.

Lower eliminations of Net sales for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.

3435

Table of Contents

~~Year-to-Date~~

~~Wholesale’s Net sales increased primarily due to growth in the Supernatural, Independent retailers and Chains channels, as discussed in Results of Operations - Net Sales section above.~~

~~Retail’s Net sales increased primarily due to new store sales and a 0.3% increase in identical store sales from higher average basket sizes driven by inflation, partially offset by lower volume.~~

Adjusted EBITDA

~~Third~~Second Quarter

Wholesale’s Adjusted EBITDA decreased ~~16.4%~~13.9% for the ~~third~~second quarter of fiscal ~~2023~~2024 as compared to the ~~third~~second quarter of fiscal ~~2022.~~2023. The decrease was driven by a decline in gross profit ~~decline~~ excluding the LIFO charge, partially offset by a decrease in operating expenses. Wholesale’s Gross profit ~~decrease~~ excluding the LIFO charge for the ~~third~~second quarter of fiscal ~~2023 was $49~~2024 decreased $30 million ~~with a~~and gross profit rate ~~decrease of~~decreased approximately ~~114~~36 basis points ~~primarily~~ driven by ~~the volatile macroeconomic environment, which led to~~ lower ~~inflationary benefits and reduced procurement gains. Gross profit also reflects higher~~ levels of ~~shrink and costs related to operational improvements.~~procurement gains resulting from decelerating inflation. Wholesale’s Operating expense decreased ~~$21~~$11 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note ~~13—~~14—Business Segments. Wholesale’s operating expense rate decreased 6511 basis points primarily driven by lower transportation and distribution center labor costs due to a ~~benefit of approximately $23 million~~decrease in the third quarter of fiscal 2023 resulting from the reversal of previously accrued incentive compensation expense driven by underperformance compared to targets, which was partially offset by higher occupancy-related costs. Wholesale’s operating expenses in the third quarter of fiscal 2022 included approximately $7 million in incentive compensation expense.volume and increased operational efficiencies across our supply chain. Wholesale’s depreciation and amortization expense increased $2$4 million in the second quarter of fiscal 2024 as compared to the ~~third~~second quarter of fiscal ~~2022.~~2023.

Retail’s Adjusted EBITDA ~~increased 28.6%~~decreased 71.4% for the ~~third~~second quarter of fiscal ~~2023~~2024 as compared to the ~~third~~second quarter of fiscal ~~2022.~~2023. The ~~increase~~decrease was driven by a ~~benefit resulting from the reversal of previously accrued incentive compensation expense driven by underperformance compared to targets, compared to expense~~decline in ~~the third quarter of fiscal 2022, partially offset by higher operating expenses~~gross profit primarily due to ~~higher employee-related costs and new store start-up costs.~~lower volume. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note ~~13—~~14—Business Segments. Retail’s depreciation and amortization expense ~~increased~~decreased $2 million in the second quarter of fiscal 2024 as compared to the ~~third~~second quarter of fiscal ~~2022.~~2023.

Other Adjusted EBITDA decreased ~~$12~~$11 million in the ~~third~~second quarter of fiscal 2024 as compared to the second quarter of fiscal 2023 primarily due to ~~adjustments to accrued incentive compensation.~~an increase in operating expenses.

Year-to-Date

Wholesale’s Adjusted EBITDA decreased ~~13.6%~~23.7% for fiscal ~~2023~~2024 year-to-date ~~from~~as compared to fiscal ~~2022~~2023 year-to-date. The decrease was driven by ~~an increase~~a decline in ~~operating expenses in excess of~~ gross profit ~~growth~~ excluding the LIFO ~~charge.~~charge, partially offset by a decrease in operating expenses. Wholesale’s Gross profit ~~increase~~ excluding the LIFO charge for fiscal ~~2023~~2024 year-to-date ~~was $13~~decreased $92 million ~~with a~~and gross profit rate ~~decrease of~~decreased approximately 6362 basis points driven by ~~reduced~~lower levels of procurement gains ~~due to the~~resulting from decelerating ~~rate of inflation and the volatile macroeconomic environment, lower inventory gains, higher shrink expense and customer mix.~~inflation. Wholesale’s Operating expense ~~increased $84~~decreased $19 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note ~~13—~~14—Business Segments. Wholesale’s operating expense rate decreased 1713 basis points primarily driven by lower transportation and distribution center labor costs due to ~~lower incentive compensation expense, partially offset by higher occupancy costs~~a decrease in ~~fiscal 2023 year-to-date.~~volume and increased operational efficiencies across our supply chain. Wholesale’s depreciation and amortization expense increased $6$7 million for fiscal 2024 year-to-date as compared to fiscal ~~2022~~2023 year-to-date.

Retail’s Adjusted EBITDA decreased ~~2.9%~~85.4% for fiscal ~~2023~~2024 year-to-date as compared to fiscal ~~2022 year-to-date,~~2023 year-to-date. The decrease was driven by a decline in gross profit primarily bydue to lower volume, and higher operating expenses ~~from higher employee-related~~primarily due to increased costs ~~and~~associated with new ~~store start-up costs.~~stores. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note ~~13—~~14—Business Segments. Retail’s depreciation and amortization expense decreased $2 million for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date.

~~Table of Contents~~Other Adjusted EBITDA decreased $27 million for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date primarily due to an increase in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Highlights

•Total liquidity as of ~~April 29, 2023~~January 27, 2024 was ~~$1,615~~$1,430 million and consisted of the following:

◦Unused credit under our $2,600 million asset-based revolving credit facility (the “ABL Credit Facility”) was ~~$1,577~~$1,396 million as of January 27, 2024, which decreased ~~$50~~$84 million from ~~$1,627~~$1,480 million as of July ~~30, 2022,~~29, 2023, primarily due to increased cash utilized to fund working capital increases, partially offset by the reduction in ABL borrowings related to the monetization of certain receivables net of the related $125 million voluntary prepayment on our term loan agreement, dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) described below.increases.

◦Cash and cash equivalents was ~~$38~~$34 million as of January 27, 2024, which decreased $6$3 million from ~~$44~~$37 million as of July ~~30, 2022.~~29, 2023.

•Our total debt ~~decreased $91~~increased $217 million to ~~$2,032~~$2,180 million as of ~~April 29, 2023~~January 27, 2024 from ~~$2,123~~$1,963 million as of July ~~30, 2022,~~29, 2023, primarily ~~driven by debt repayments from net cash flow from operating activities, partially offset by payments for~~related to additional borrowings under the ABL Credit Facility to fund working capital ~~expenditures and repurchases of common stock during fiscal 2023 year-to-date.~~increases.

•Working capital ~~decreased $143~~increased $187 million to ~~$1,237~~$1,245 million as of ~~April 29, 2023~~January 27, 2024 from ~~$1,380~~$1,058 million as of July ~~30, 2022,~~29, 2023, primarily due to ~~lower~~increases in accounts receivable and inventory levels, ~~resulting from the monetization of certain receivables, partially offset by lower liabilities related to~~combined with a decrease in accounts payable, accrued ~~compensation and benefits and an increase in prepaid~~ expenses and other current ~~assets.~~liabilities.

Table of Contents

•
In the second quarter of fiscal 2023, we monetized certain receivables previously presented within accounts receivable, pursuant to a purchase agreement with a third-party financial institution for the sale of certain receivables up to $300 million, which generated initial net cash proceeds of $253 million. These proceeds were used to make a $125 million voluntary prepayment on the Term Loan Facility and reduce outstanding borrowings under the ABL Credit Facility.

Sources and Uses of Cash

We expect to continue to replenish operating assets and pay down debt obligations with internally generated funds. A significant reduction in operating earnings or the incurrence of operating losses could have a negative impact on our operating cash flow, which may limit our ability to pay down our outstanding indebtedness as planned. Our credit facilities are secured by a substantial portion of our total assets. We expect to be able to fund debt maturities and finance lease liabilities through fiscal ~~2023~~2024 with internally generated funds and borrowings under the ABL Credit Facility.

Our primary sources of liquidity are from internally generated funds and from borrowing capacity under the ABL Credit Facility. We believe our short-term and long-term financing abilities are adequate as a supplement to internally generated cash flows to satisfy debt obligations and fund capital expenditures as opportunities arise. Our continued access to short-term and long-term financing through credit markets depends on numerous factors, including the condition of the credit markets and our results of operations, cash flows, financial position and credit ratings.

Primary uses of cash include debt service, capital expenditures, working capital maintenance, investments in cloud technologies and income tax payments. We typically finance working capital needs with cash provided from operating activities and short-term borrowings. Inventories are managed primarily through demand forecasting and replenishing depleted inventories.

We currently do not pay a dividend on our common stock. In addition, we are limited in the aggregate amount of dividends that we may pay under the terms of our Term Loan Facility, ABL Credit Facility and our $500 million of unsecured 6.750% senior notes due October 15, 2028 (the “Senior Notes”). Subject to certain limitations contained in our debt agreements and as market conditions warrant, we may from time to time refinance indebtedness that we have incurred, including through the incurrence or repayment of loans under existing or new credit facilities or the issuance or repayment of debt securities. Proceeds from the sale of any properties mortgaged and encumbered under our Term Loan Facility are required to be used to make additional Term Loan Facility payments or to be reinvested in the business.

Long-Term Debt

During fiscal ~~2023~~2024 year-to-date, we borrowed a net ~~$39~~$242 million under the ABL Credit Facility and made voluntary prepayments on the Term Loan Facility totaling ~~$130 million with~~$25 million. Refer to Note 8—Long-Term Debt in Part I, Item 1 of this Quarterly Report on Form 10-Q for a ~~portion~~detailed discussion of the ~~proceeds received from monetizing~~provisions of our credit facilities and certain ~~receivables previously presented within accounts receivable,~~long-term debt agreements and ~~from asset sales.~~additional information.

~~Table of Contents~~

Our Term Loan Agreement and Senior Notes do not include any financial maintenance covenants. Our ABL Loan Agreement subjects us to a fixed charge coverage ratio of at least 1.0 to 1.0 calculated at the end of each of our fiscal quarters on a rolling four quarter basis, if the adjusted aggregate availability is ever less than the greater of (i) $210 million and (ii) 10% of the aggregate borrowing base. We have not been subject to the fixed charge coverage ratio covenant under the ABL Loan Agreement, including through the filing date of this Quarterly Report on Form 10-Q. The Term Loan Agreement, Senior Notes and ABL Loan Agreement contain certain operational and informational covenants customary for debt securities of these types that limit our and our restricted subsidiaries’ ability to, among other things, incur debt, declare or pay dividends or make other distributions to our stockholders, transfer or sell assets, create liens on our assets, engage in transactions with affiliates, and merge, consolidate or sell all or substantially all of our and our subsidiaries’ assets on a consolidated basis. We were in compliance with all such covenants for all periods presented. If we fail to comply with any of these covenants, we may be in default under the applicable debt agreement, and all amounts due thereunder may become immediately due and payable.

Derivatives and Hedging Activity

We enter into interest rate swap contracts from time to time to mitigate our exposure to changes in market interest rates as part of our strategy to manage our debt portfolio to achieve an overall desired position of notional debt amounts subject to fixed and floating interest rates. Interest rate swap contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures.

As of ~~April 29, 2023,~~January 27, 2024, we had an aggregate of ~~$800~~$850 million of floating rate notional debt subject to active interest rate swap contracts, which effectively ~~hedge~~fix the SOFR component of our floating interest ~~rate~~ payments through pay fixed and receive floating interest rate swap agreements. These fixed rates range from 2.360% to ~~2.875%~~3.777%, with maturities between ~~September 2023~~March 2024 and ~~October 2025.~~June 2027. The fair ~~value~~values of these interest rate derivatives represent a ~~current~~total net asset of ~~$15 million and a long-term asset of $2~~$13 million as of ~~April 29, 2023,~~January 27, 2024, and are subject to volatility based on changes in market interest rates.

Table of Contents

From time to time, we enter into fixed price fuel supply agreements and foreign currency hedges. As of ~~April 29, 2023,~~January 27, 2024, we had fixed price fuel contracts and foreign currency forward agreements outstanding. Gains and losses and the outstanding assets and liabilities from these arrangements are insignificant.

Payments for Capital Expenditures and Cloud Technology Implementation Expenditures

Our capital expenditures decreased $10 million for fiscal 2024 year-to-date to $141 million compared to $151 million for fiscal 2023 year-to-date, ~~were $218 million compared to $158 million for fiscal 2022 year-to-date, an increase of $60 million,~~ primarily due to ~~investments in automation.~~lower retail expenditures. Our capital spending for fiscal ~~2023~~2024 and ~~2022~~2023 year-to-date principally included supply chain and information technology expenditures, including investments in growth initiatives and ~~supply chain~~maintenance expenditures. ~~Fiscal 2022 year-to-date~~Cloud technology implementation expenditures, which are included ~~continued investment~~in operating activities in the ~~new Allentown, Pennsylvania distribution center.~~ Condensed Consolidated Statements of Cash Flows, were $17 million for fiscal 2024 year-to-date compared to $3 million for fiscal 2023 year-to-date.

Fiscal ~~2023~~2024 capital and cloud implementation spending is expected to be approximately ~~$350~~$400 million and include projects that automate, optimize and expand our distribution network, ~~and finance~~as well as our technology platform investments. We expect to finance fiscal ~~2023~~2024 capital and cloud implementation expenditures requirements with cash generated from operations and borrowings under our ABL Credit Facility. Future investments may be financed through long-term debt or borrowings under our ABL Credit Facility and cash from operations.

Cash Flow Information

The following summarizes our Condensed Consolidated Statements of Cash Flows:

39-Week Period Ended
(in millions) April 29, 2023 April 30, 2022 Change
Net cash provided by (used in) operating activities $ 402 $ (31) $ 433
Net cash (used in) provided by investing activities (211) 45 (256)
Net cash used in financing activities (197) (7) (190)
Net (decrease) increase in cash and cash equivalents (6) 7 (13)
Cash and cash equivalents, at beginning of period 44 41 3
Cash and cash equivalents, at end of period $ 38 $ 48 $ (10)


	26-Week Period Ended
(in millions)	January 27, 2024		January 28, 2023		Change
Net cash (used in) provided by operating activities	$	(71)	$	270	$	(341)
Net cash used in investing activities	(142)		(143)		1
Net cash provided by (used in) financing activities	210		(131)		341
Effect of exchange rate on cash	—		—		—

Net decrease in cash and cash equivalents	(3)		(4)		1
Cash and cash equivalents, at beginning of period	37		44		(7)
Cash and cash equivalents, at end of period	$	34	$	40	$	(6)

The increase in net cash used in operating activities in fiscal 2024 year-to-date compared to fiscal 2023 year-to-date was primarily due to the monetization of certain receivables in fiscal 2023 year-to-date and lower cash generated from net income in fiscal 2024 year-to-date.

The decrease in net cash used in investing activities in fiscal 2024 year-to-date compared to fiscal 2023 year-to-date was primarily due to lower payments for capital expenditures, partially offset by increased payments for investments in fiscal 2024 year-to-date.

The increase in net cash provided by ~~operating~~financing activities in fiscal ~~2023~~2024 year-to-date compared to fiscal ~~2022~~2023 year-to-date was primarily due to lower levels of cash utilized in working capital, including the monetization of certain receivables in fiscal 2023 year-to-date discussed above, pursuant to a purchase agreement with a third-party financial institution, and lower cash used in inventory purchases driven by higher purchasing levels intended to offset supply chain limitations that occurred in fiscal 2022 year-to-date, partially offset by lower cash generated from net income.

~~Table of Contents~~

~~The~~an increase in net cash used in investing activities in fiscal 2023 year-to-date compared to fiscal 2022 year-to-date was primarily due to lower proceeds received from the sale of the Riverside, California distribution center in fiscal 2022 year-to-date and higher capital expenditures in fiscal 2023 year-to-date, as described above.

~~The increase in net cash used in financing activities in fiscal 2023 year-to-date compared to fiscal 2022 year-to-date was primarily due to lower~~ net borrowings under the ~~ABL Credit Facility~~revolving credit line resulting from increases in net cash ~~provided by operating activities, net of cash~~ used in ~~investing~~operating activities, as described above.

Other Obligations and Commitments

Our principal contractual obligations and commitments consist of obligations under our long-term debt, interest on long-term debt, operating and finance leases, purchase obligations, self-insurance liabilities and multiemployer plan withdrawal liabilities.

Except as otherwise disclosed in Note ~~14—~~15—Commitments, Contingencies and Off-Balance Sheet Arrangements and Note 7—8—Long-Term Debt, there have been no material changes in our contractual obligations since the end of fiscal ~~2022.~~2023. Refer to Item 7 of the Annual Report for additional information regarding our contractual obligations.

Table of Contents

Pension and Other Postretirement Benefit Obligations

In fiscal ~~2023,~~2024, no minimum pension contributions are required to be made ~~under~~to the SUPERVALU INC. Retirement Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). An insignificant amount of contributions are expected to be made to defined benefit pension plans and postretirement benefit plans in fiscal ~~2023.~~2024. We fund our defined benefit pension ~~plans~~plan based on the minimum contribution required under ERISA, the Pension Protection Act of 2006 and other applicable laws and additional contributions made at our discretion. We may accelerate contributions or undertake contributions in excess of the minimum requirements from time to time subject to the availability of cash in excess of operating and financing needs or other factors as may be applicable. We assess the relative attractiveness of the use of cash to accelerate contributions considering such factors as expected return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit Guaranty Corporation variable rate premiums or in order to achieve exemption from participant notices of underfunding.

Off-Balance Sheet Multiemployer Pension Arrangements

We contribute to various multiemployer pension plans under collective bargaining agreements, primarily defined benefit pension plans. These multiemployer plans generally provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Plan trustees typically are responsible for determining the level of benefits to be provided to participants as well as the investment of the assets and plan administration. Trustees are appointed in equal number by employers and unions that are parties to the relevant collective bargaining ~~agreement.~~agreements. Based on the assessment of the most recent information available from the multiemployer plans, we believe that most of the plans to which we contribute are underfunded. We are only one of a number of employers contributing to these plans and the underfunding is not a direct obligation or liability to us.

Our contributions can fluctuate from year to year due to store closures, employer participation within the respective plans and reductions in headcount. Our contributions to these plans could increase in the near term. However, the amount of any increase or decrease in contributions will depend on a variety of factors, including the results of our collective bargaining efforts, investment returns on the assets held in the plans, actions taken by the trustees who manage the plans and requirements under the Pension Protection Act of 2006, the Multiemployer Pension Reform Act and Section 412(e) of the Internal Revenue Code. Furthermore, if we were to significantly reduce contributions, exit certain markets or otherwise cease making contributions to these plans, we could trigger a partial or complete withdrawal that could require us to record a withdrawal liability obligation and make withdrawal liability payments to the fund. Expense is recognized in connection with these plans as contributions are funded, in accordance with GAAP. We made contributions to these plans, and recognized expense of $45 million in fiscal 2022. In fiscal 2023, we expect to contribute approximately $51 million to multiemployer plans, subject to the outcome of collective bargaining and capital market conditions. We expect required cash payments to fund multiemployer pension plans from which we have withdrawn to be insignificant in any one fiscal year, which would exclude any payments that may be agreed to on a lump sum basis to satisfy existing withdrawal liabilities. Any future withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated, in accordance with GAAP. Any triggered withdrawal obligation could result in a material charge and payment obligations that would be required to be made over an extended period of time.

~~Table of Contents~~

We also make contributions to multiemployer health and welfare plans in amounts set forth in the related collective bargaining agreements. A small minority of collective bargaining agreements contain reserve requirements that may trigger unanticipated contributions resulting in increased healthcare expenses. If these healthcare provisions cannot be renegotiated in a manner that reduces the prospective healthcare cost as we intend, our Operating expenses could increase in the future.

Refer to Note 13—Benefit Plans in Part II, Item 8 of the Annual Report for additional information regarding the plans in which we participate.

Share Repurchases

In September 2022, our Board of Directors authorized a ~~new~~ repurchase program for up to $200 million of our common stock over a term of four years (the “2022 Repurchase Program”). ~~Under the 2022 Repurchase Program, we repurchased approximately 368,000~~We did not repurchase any shares of our common stock ~~for a total cost of $12 million in the third quarter of fiscal 2023 and approximately 1,098,000 shares of our common stock for a total cost of $41 million~~ in fiscal ~~2023~~2024 year-to-date. As of ~~April 29, 2023,~~January 27, 2024, we had ~~$159~~$138 million remaining authorized under the 2022 Repurchase Program.

We will manage the timing of any repurchases of our common stock in response to market conditions and other relevant factors, including any limitations on our ability to make repurchases under the terms of our ABL Credit Facility, Term Loan Facility and Senior Notes. We may implement the 2022 Repurchase Program pursuant to a plan or plans meeting the conditions of Rule 10b5-1 under the Exchange Act.

Table of Contents

Critical Accounting Estimates

There were no material changes to our critical accounting estimates during the period covered by this Quarterly Report on Form 10-Q. Refer to the description of critical accounting estimates included in Item 7 of our Annual Report.

Seasonality

Overall product sales are fairly balanced throughout the year, although demand for certain products of a seasonal nature may be influenced by holidays, changes in seasons or other annual events. Our working capital needs are generally greater during the months of and leading up to high sales periods, such as the buildup in inventory leading to the calendar year-end holidays. Our inventory, accounts payable and accounts receivable levels may be impacted by macroeconomic impacts and changes in food-at-home purchasing rates. These effects can result in normal operating fluctuations in working capital balances, which in turn can result in changes to cash flow from operations that are not necessarily indicative of long-term operating trends.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk results primarily from fluctuations in interest rates on our borrowings and our interest rate swap agreements, and price increases in diesel fuel. Except as described in Note 6—7—Derivatives and Note 7—8—Long-Term Debt in Part I, Item 1 of this Quarterly Report on Form 10-Q, which are incorporated herein, there have been no other material changes to our exposure to market risks from those disclosed in our Annual Report.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.

(b) Changes in internal controls. There has been no change in our internal control over financial reporting that occurred during the ~~third~~second quarter of fiscal ~~2023~~2024 that ~~has~~ materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

~~Table of Contents~~

Item 1. Legal Proceedings

From time to time, we are involved in routine litigation or other legal proceedings that arise in the ordinary course of our business, including investigations and claims regarding employment law including wage and hour, pension plans, unfair labor practices, labor union disputes, supplier, customer and service provider contract terms, product liability, real estate and antitrust. Other than as set forth in Note ~~14—~~15—Commitments, Contingencies and Off-Balance Sheet Arrangements in Part I, Item I1 of this Quarterly Report on Form 10-Q, which is incorporated herein, there are no pending material legal proceedings to which we are a party or to which our property is subject.

Item 1A. Risk Factors

There have been no material changes to our risk factors contained in Part I, Item 1A. Risk Factors, of our Annual Report.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities

On September 21, 2022, our Board of Directors authorized ~~a new repurchase program~~the 2022 Repurchase Program for up to $200 million of our common stock over a term of four ~~years (the “2022~~years. Under the 2022 Repurchase ~~Program”).~~ Program, we have repurchased approximately 1,888,000 shares of our common stock for a total cost of $62 million. We did not repurchase any shares of our common stock in the second quarter of fiscal 2024. As of January 27, 2024, we had $138 million remaining authorized under the 2022 Repurchase Program.

Table of Contents

Any repurchases are intended to be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions or otherwise. With respect to open market purchases, we may use a plan or plans meeting the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed blackout periods. We manage the timing of any repurchases in response to market conditions and other relevant factors, including any limitations on our ability to make repurchases under the terms of our ABL Credit Facility, Term Loan Facility and Senior Notes.

~~The following table presents purchases of our common stock and related information for each of the months in the quarter ended April 29, 2023.~~

(in millions, except shares and per share amounts)
Total Number of Shares Purchased(2)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(3)
Period(1):
January 29, 2023 to March 4, 2023 181,292 $ 41.54 181,292 $ 164
March 5, 2023 to April 1, 2023 44,700 $ 36.64 32,732 $ 163
April 2, 2023 to April 29, 2023 155,109 $ 26.29 154,434 $ 159
Total 381,101 $ 34.76 368,458 $ 159

~~(1)The reported periods conform to our fiscal calendar.~~

~~(2)~~These amounts represent the deemed surrender by participants in our compensatory stock plans of 12,643 shares of our common stock to cover withholding taxes from the vesting of restricted stock units granted under such plans and the repurchase of 368,458 shares of our common stock under the 2022 Repurchase Program.

~~(3)The amounts shown in this column represent the amount remaining under the 2022 Repurchase Program as of March 4, 2023, April 1, 2023 and April 29, 2023.~~

Dividends. We are limited in the aggregate amount of dividends that we may pay under the terms of our Term Loan Facility, ABL Credit Facility and Senior Notes.

Item 5. Other Information

~~On June~~Following a dispute regarding the terms of a previously disclosed Change in Control Agreement, dated November 30, 2015 and related Transition Agreement, dated October 22, 2018, as amended from time to time (collectively, the “Change in Control Agreement”), on March 1, ~~2023, our Board~~2024, United Natural Foods, Inc. (the “Company”) and Michael C. Stigers, former Chief Executive Officer, UNFI Retail, entered into a settlement agreement (the “Settlement Agreement”), pursuant to which, in exchange for a waiver and release of ~~Directors approved~~claims, the ~~amendment and restatement~~Company will pay Mr. Stigers $900,000 (a portion of which will be paid directly to his attorney) in satisfaction of the ~~Company’s fourth amended and restated bylaws, as amended (the “Fifth Amended and Restated Bylaws”), effective immediately. The amendments to the bylaws include the following:~~

•~~Changes to reflect the universal proxy rules promulgated by the U.S. Securities and Exchange Commission, including the addition of provisions:~~

◦requiring that any Special Meeting Request relating to director nominations include the information required by Rule 14a-19 under the Exchange Act, and be accompanied by a written consent of each proposed nominee to being named as a nominee in any proxy statement relating to the special meeting of stockholders and that, in connection with such a Special Meeting Request, the requesting stockholders provide reasonable evidence to the

~~Table of Contents~~

~~Company, not later than five business days prior to the date~~terms of the ~~applicable special meeting~~Change in Control Agreement. The Settlement Agreement contains customary terms, including incorporation of ~~stockholders, that the solicitation requirement of Rule 14a-19 under the Exchange Act has been satisfied;~~

◦establishing a stockholder’s compliance with Rule 14a-19 under the Exchange Act as a prerequisite for such stockholder to nominate a person for election as a director at a meeting of stockholders under the advance notice proceduresexisting confidentiality, non-competition and non-solicitation provisions in the Fifth Amended and Restated Bylaws, requiring that such stockholder’s notice to the Company of any such nomination include the information required by Rule 14a-19 and be accompanied by the nominee’s consent to being named in any proxy statement relating to the applicable meeting of stockholders and requiring that such stockholder provide reasonable evidence, not later than five business days after such stockholder files a definitive proxy statement in connection with such meeting, of such stockholder’s having satisfied the solicitation requirement of Rule 14a-19 under the Exchange Act; and

◦~~providing for a stockholder’s nomination of a candidate for election as a director pursuant to a Special Meeting Request or under the advance notice provisions~~favor of the ~~Fifth Amended and Restated Bylaws to be disregarded in any case in which the solicitation in support of the nominee was not conducted in compliance with Rule 14a-19 under the Exchange Act;~~

•A requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by our Board of Directors;

•An update to the advance notice bylaw provisions to require a stockholder to include all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K with respect to any related party transactions if the stockholder were the “registrant” for the purposes of such rule and the proposed nominee were a director or executive officer of such registrant; and

•~~Removal of the requirement to make a list of stockholders available in connection with a stockholder meeting to align with the corresponding provision of the Delaware General Corporation Law.~~Company.

The foregoing description of the ~~Company’s Fifth Amended and Restated Bylaws is a summary~~Settlement Agreement does not purport to be complete and is qualified in ~~all respects~~its entirety by reference to the ~~text of the Fifth Amended and Restated Bylaws,~~complete Settlement Agreement, a copy of which is filed herewith as Exhibit ~~3.2.~~

10.2.

Table of Contents

Item 6. Exhibits


Exhibit No.			Description
2.1			Agreement and Plan of Merger, dated July 25, 2018, by and among SUPERVALU INC., SUPERVALU Enterprises, Inc., the Registrant and Jedi Merger Sub, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 26, 2018).
2.2			First Amendment to Agreement and Plan of Merger, dated as of October 10, 2018, by and among United Natural Foods, Inc., Jedi Merger Sub, Inc., SUPERVALU INC. and SUPERVALU Enterprises, Inc. (incorporated by reference to Registrant’s Current Report on Form 8-K, filed on October 10, 2018).
3.1			Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015).
3.2*3.2			Fifth Amended and Restated Bylaws of the ~~Registrant.~~Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-Q for the quarter ended April 29, 2023).
10.1**			~~Second~~Third Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan ~~effective~~(Filed as ~~of March 3, 2023 (incorporated by reference~~Annex A to the ~~Registrant's Quarterly Report~~Registrant’s Proxy Statement on Form ~~10-Q for the quarter ended January 28,~~DEF 14A filed on November 8, 2023).
10.2			~~United Natural Foods, Inc. Annual Incentive Plan, as further amended (incorporated~~Settlement Agreement and Release by ~~reference to~~and between the ~~Registrant's Quarterly Report on Form 10-Q for the quarter ended January 28, 2023).~~Registrant and Michael C. Stigers, dated March 1, 2024.
10.3* **			~~Addendum to Consulting~~Form of Indemnification Agreement ~~effective as of April 12, 2023, by and among the Registrant and Eric Dorne.~~(for agreements entered into after February 29, 2024).
31.1*			Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*			The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended ~~April 29, 2023,~~January 27, 2024, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
104			The cover page from our Quarterly Report on Form 10-Q for the ~~third~~second quarter of fiscal ~~2023,~~2024, filed with the SEC on ~~June 7, 2023,~~March 6, 2024, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith.

** Denotes a management contract or compensatory plan or arrangement.

* * *

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			UNITED NATURAL FOODS, INC.

			/s/ JOHN W. HOWARD
			John W. Howard
			Chief Financial Officer
			(Principal Financial Officer and duly authorized officer)

Dated: ~~June 7, 2023~~March 6, 2024


Fiscal Year:	(in millions)
Remaining fiscal 2023	$	18
2024	72
2025	70
2026	66
2027	63
Thereafter	420
	$	709


(in millions, except shares and per share amounts)	Total Number of Shares Purchased(2)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(3)
Period(1):
January 29, 2023 to March 4, 2023	181,292	$	41.54	181,292	$	164

March 5, 2023 to April 1, 2023	44,700	$	36.64	32,732	$	163


April 2, 2023 to April 29, 2023	155,109	$	26.29	154,434	$	159


Total	381,101	$	34.76	368,458	$	159