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Delaware
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05-0376157
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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313 Iron Horse Way,
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Providence,
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Rhode Island
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02908
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, par value $0.01
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UNFI
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New York Stock Exchange
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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1)
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Foster a People-Driven Culture. Embracing our core mission to transform the world of food and recognizing that our culture of safety and integrity is at the forefront of everything we do.
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2)
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Financial Accountability. Delivering on our financial commitments, driving performance to achieve financial targets. We are focused on completing the integration of Supervalu into UNFI, realizing cost synergies, optimizing our distribution center network, driving cross-selling of products and services across our businesses and generating cash to pay down debt.
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3)
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Execute on our Core Business. Completing our Thrive2 initiative, our project to drive integrated work streams and standardized operating procedures, which provide better experiences for our customers, associates and suppliers and allow us to realize synergy benefits from simplification, pursuing additional operational efficiencies, and delivering food solutions.
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4)
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Focus on Growth. Building out the store through effectively cross-selling our entire portfolio of products and services, which provide differentiated solutions for our customers, and actively pursuing new customers.
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5)
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Divest Retail. Divesting our retail assets in a thoughtful and economic manner, a process which we believe may take up to an additional 24 months to be complete.
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•
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the acquisition of natural and specialty products distributors and most recently the previously largest publicly traded conventional distributor, Supervalu;
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•
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the continued growth of the natural and organic products industry in general;
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•
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increased market share as a result of our high quality service and broader product selection, including specialty products;
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•
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the expansion of our existing distribution centers;
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•
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the construction of new distribution centers; and
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•
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the introduction of new products and the development of our own line of natural, organic and conventional branded products.
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•
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Chains, which consists of customer accounts that typically have more than 10 operating stores and exclude stores included within the Supernatural and Other channels defined below;
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•
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Independent retailers, which include smaller size accounts and include single store and multiple store locations, but are not classified within Chains above or Other discussed below;
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•
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Supernatural, which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of Whole Foods Market;
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•
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Retail, which includes our Retail segment, including the Cub Foods business and the majority of the remaining Shoppers locations, excluding five Shoppers locations that are held for sale; and
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•
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Other, which includes international customers outside of Canada, foodservice, e-commerce, conventional military business and other sales.
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•
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Whole Foods Market, the largest supernatural chain in the United States and Canada; and
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•
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Cash and Carry Stores, The Fresh Market, Coborn’s, Natural Grocers, Jerry’s Foods, Vitamin Cottage, Festival Foods, All American Quality Foods, Ahold Delhaize banners (Giant-Carlisle, Stop & Shop, Giant-Landover, and Hannaford), Lunds & Byerlys, Superior Grocers, Vallarta Supermarkets, Wegmans, Raley’s, Redner’s Markets, Neiman’s Family Market, Dierberg’s, El Super Supermarkets, Sprouts Farmers Market, Kroger, Harris Teeter, Giant Eagle, Market Basket, Schnucks Shop-Rite, Publix, Raley’s and Loblaws.
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•
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Supervalu. On October 22, 2018 (the “Supervalu acquisition date”), we acquired Supervalu for an aggregate purchase price of approximately $2.3 billion, which included the assumption of outstanding debt and liabilities. The acquisition of Supervalu accelerated our “build out the store” strategy, diversified our customer base, enabled cross-selling opportunities, expanded market reach and scale, enhanced technology, capacity and systems, and is expected to continue to deliver significant cost synergies and accelerate potential growth.
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•
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Haddon House. In May 2016, we acquired Haddon House Food Products Inc. (“Haddon”) and certain affiliated entities and real estate for total cash consideration of approximately $217.5 million. Haddon is a distributor and merchandiser of natural and organic and gourmet ethnic products throughout the eastern United States. Haddon has a diverse, multi-channel customer base including supermarkets, gourmet food stores and independent retailers. Our acquisition of Haddon has expanded our gourmet and ethnic product and service offering which continues to play an important role in our ongoing strategy to build out these product categories. Haddon’s operations have been combined with our existing business in the United States.
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•
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Nor-Cal Produce and Global Organics. In March 2016, we acquired (i) Nor-Cal Produce, Inc. (“Nor-Cal”) and an affiliated entity as well as certain real estate, in a cash transaction for approximately $67.8 million, and, (ii) certain assets of Global Organic/Specialty Source, Inc. and related affiliates (collectively “Global Organic”) through our wholly owned subsidiary Albert’s Organics, Inc. (“Albert’s”), in a cash transaction for approximately $20.6 million. Nor-Cal is a distributor of conventional and organic produce and other fresh products primarily to independent retailers in Northern California, with primary operations located in West Sacramento, California. Global Organic is a distributor of organic fruits, vegetables, juices, milk, eggs, nuts, and coffee located in Sarasota, Florida serving customer locations across the southeastern United States.
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•
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expand our marketing and customer service programs across regions;
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•
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expand our national purchasing opportunities;
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•
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offer a broader product selection than our competitors;
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•
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offer operational excellence with high service levels and a higher percentage of on-time deliveries than our competitors;
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•
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centralize general and administrative functions to reduce expenses;
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•
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consolidate systems applications among physical locations and regions;
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•
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invest in our people, facilities, equipment and technology; and
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•
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reduce the geographic overlap between regions.
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•
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Monthly, region-specific, consumer circular programs, with the participating retailers’ imprint featuring products sold by the retailer to its customers. We offer circular programs to our customers and vendors through negotiated pricing for the retailer, and also provide retailers with a physical flyer and shelf tags corresponding to each month’s promotions. We also offer a web-based tool, which retailers can use to produce highly customized circulars and other marketing materials for their stores called the Customized Marketing Program.
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•
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Truck advertising programs allow our suppliers to purchase advertising space on the sides of our hundreds of trailers traveling throughout the United States and Canada, increasing brand exposure to consumers.
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•
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Web and digital marketing services including websites, mobile applications, and e-commerce capabilities.
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•
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New item introduction programs showcase a supplier’s new items to retailers through trials and discounts.
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•
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Customer Portal Advertising allows our suppliers to advertise directly to retailers using the portal that many retailers use to order product and/or gather product information.
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•
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Foodservice options designed to support accounts in that category.
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•
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Monthly specials catalogs that highlight promotions and new product introductions.
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•
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Specialized catalogs for holiday and seasonal products.
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•
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ClearVue®, an information sharing program offered to a select group of suppliers designed to improve the transparency of information and drive efficiency within the supply chain. With the availability of in-depth data and tailored reporting tools, participants are able to reduce inventory balances while improving service levels.
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•
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Supply Chain by ClearVue®, an information sharing program designed to provide heightened transparency to suppliers through demand planning, forecasting and procurement insights. This program offers weekly and monthly reporting, enabling suppliers to identify areas of sales growth while pinpointing specific opportunities for achieving greater profits.
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•
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Supplier-In-Site (SIS), an information-sharing website that helps our suppliers better understand our Wholesale customers in order to generate mutually beneficial incremental sales in an efficient manner.
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•
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Growth incentive programs, supplier-focused high-level sales and marketing support for selected brands, which foster our partnership by building incremental, mutually profitable sales for suppliers and us.
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•
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trends reports in the natural and organic industry;
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•
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product data information such as best seller lists, store usage reports and catalogs;
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•
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assistance with store layout designs, new store design and equipment procurement;
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•
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planogramming, shelf and category management support;
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•
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in-store signage and promotional materials, and assistance with planning and setting up product displays;
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•
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shelf tags for products; and
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•
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a robust customer portal with product information, search and ordering capabilities, reports and publications.
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•
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increasing our vulnerability to, and reducing our flexibility to plan for and respond to, general adverse economic and industry condition and changes in our business and the competitive environment;
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•
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requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, share repurchases, or other corporate purposes;
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•
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increasing our vulnerability to a downgrade of our credit rating, which could adversely affect our cost of funds, liquidity, and access to capital markets;
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•
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restricting us from making desired strategic acquisitions in the future or causing us to make non-strategic divestitures;
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•
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increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest;
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•
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making it more difficult for us to repay, refinance, or satisfy our obligations with respect to our debt;
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•
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limiting our ability to borrow additional funds in the future and increasing the cost of any such borrowing;
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•
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placing us at a competitive disadvantage compared to competitors with less leverage or better access to capital resources; and
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•
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imposing restrictive covenants on our operations, which, if not complied with, could result in an event of default, which in turn, if not cured or waived, could result in the acceleration of the applicable debt, and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.
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•
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the products that we distribute in the United States are subject to inspection by the United States Food and Drug Administration;
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•
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our warehouse and distribution centers are subject to inspection by the United States Department of Agriculture, the United States Department of Labor Occupational and Health Administration, and various state health and workplace safety authorities; and
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•
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the United States Department of Transportation and the United States Federal Highway Administration regulate our United States trucking operations.
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Location
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Owned Square Footage
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Leased Square Footage
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Total Square Footage
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(in thousands)
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|||||||
Hopkins, Minnesota(1)
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|
1,866
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—
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1,866
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Stockton, California
|
|
—
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|
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1,290
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|
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1,290
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Mechanicsville, Virginia(1)
|
|
1,249
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|
|
—
|
|
|
1,249
|
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Riverside, California
|
|
—
|
|
|
1,175
|
|
|
1,175
|
|
Centralia, Washington
|
|
—
|
|
|
1,155
|
|
|
1,155
|
|
York, Pennsylvania
|
|
—
|
|
|
1,039
|
|
|
1,039
|
|
Joliet, Illinois
|
|
—
|
|
|
988
|
|
|
988
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|
Location
|
|
Owned Square Footage
|
|
Leased Square Footage
|
|
Total Square Footage
|
|||
|
|
(in thousands)
|
|||||||
Champaign, Illinois
|
|
—
|
|
|
910
|
|
|
910
|
|
Harrisburg, Pennsylvania
|
|
—
|
|
|
883
|
|
|
883
|
|
Green Bay, Wisconsin
|
|
—
|
|
|
980
|
|
|
980
|
|
Fort Wayne, Indiana
|
|
871
|
|
|
—
|
|
|
871
|
|
Commerce, California
|
|
—
|
|
|
858
|
|
|
858
|
|
Sarasota, Florida
|
|
—
|
|
|
847
|
|
|
847
|
|
Pompano Beach, Florida
|
|
—
|
|
|
799
|
|
|
799
|
|
Ridgefield, Washington(1)
|
|
779
|
|
|
—
|
|
|
779
|
|
Quincy, Florida
|
|
758
|
|
|
—
|
|
|
758
|
|
Pittsburgh, Pennsylvania
|
|
679
|
|
|
—
|
|
|
679
|
|
Atlanta, Georgia(1)
|
|
389
|
|
|
259
|
|
|
648
|
|
Moreno Valley, California
|
|
—
|
|
|
613
|
|
|
613
|
|
Lancaster, Texas
|
|
—
|
|
|
590
|
|
|
590
|
|
Indianola, Mississippi
|
|
543
|
|
|
40
|
|
|
583
|
|
Anniston, Alabama
|
|
465
|
|
|
105
|
|
|
570
|
|
Aurora, Colorado
|
|
—
|
|
|
529
|
|
|
529
|
|
Montgomery, New York(1)
|
|
500
|
|
|
—
|
|
|
500
|
|
Rocklin, California(1)
|
|
469
|
|
|
—
|
|
|
469
|
|
Stevens Point, Wisconsin
|
|
314
|
|
|
146
|
|
|
460
|
|
Gilroy, California(1)
|
|
447
|
|
|
—
|
|
|
447
|
|
Sturtevant, Wisconsin(1)
|
|
442
|
|
|
—
|
|
|
442
|
|
Carlisle, Pennsylvania
|
|
—
|
|
|
423
|
|
|
423
|
|
Howell Township, New Jersey(1)
|
|
397
|
|
|
—
|
|
|
397
|
|
Richburg, South Carolina(1)
|
|
342
|
|
|
—
|
|
|
342
|
|
Fargo, North Dakota
|
|
336
|
|
|
—
|
|
|
336
|
|
Oglesby, Illinois
|
|
—
|
|
|
325
|
|
|
325
|
|
Dayville, Connecticut(1)
|
|
317
|
|
|
|
|
317
|
|
|
Greenwood, Indiana(1)
|
|
308
|
|
|
—
|
|
|
308
|
|
Prescott, Wisconsin(1)
|
|
307
|
|
|
—
|
|
|
307
|
|
Santa Fe Springs, California(1)
|
|
—
|
|
|
298
|
|
|
298
|
|
Chesterfield, New Hampshire(1)
|
|
300
|
|
|
—
|
|
|
300
|
|
Iowa City, Iowa
|
|
271
|
|
|
20
|
|
|
291
|
|
West Sacramento, California(1)
|
|
251
|
|
|
—
|
|
|
251
|
|
Bismarck, North Dakota
|
|
244
|
|
|
—
|
|
|
244
|
|
Anniston, Alabama
|
|
—
|
|
|
231
|
|
|
231
|
|
Yuba City, California
|
|
—
|
|
|
224
|
|
|
224
|
|
Billings, Montana
|
|
220
|
|
|
—
|
|
|
220
|
|
Vaughan, Ontario
|
|
—
|
|
|
180
|
|
|
180
|
|
Edison, New Jersey
|
|
—
|
|
|
178
|
|
|
178
|
|
West Newell, Illinois
|
|
155
|
|
|
—
|
|
|
155
|
|
Philadelphia, Pennsylvania
|
|
—
|
|
|
100
|
|
|
100
|
|
Richmond, British Columbia
|
|
—
|
|
|
96
|
|
|
96
|
|
Roseville, California
|
|
—
|
|
|
86
|
|
|
86
|
|
West Sacramento, California(1)
|
|
85
|
|
|
—
|
|
|
85
|
|
Logan Township, New Jersey
|
|
—
|
|
|
70
|
|
|
70
|
|
Burnaby, British Columbia
|
|
—
|
|
|
41
|
|
|
41
|
|
Montreal, Quebec
|
|
—
|
|
|
31
|
|
|
31
|
|
Location
|
|
Owned Square Footage
|
|
Leased Square Footage
|
|
Total Square Footage
|
|||
|
|
(in thousands)
|
|||||||
Truckee, California
|
|
—
|
|
|
8
|
|
|
8
|
|
|
|
13,304
|
|
|
15,517
|
|
|
28,821
|
|
(1)
|
These distribution centers were mortgaged under and encumbered by our Term Loan Facility. We expect additional distribution centers will become mortgaged under and encumbered by our Term Loan Facility.
|
Retail Banner
|
|
Number of Stores
|
|
Owned Square Footage
|
|
Leased Square Footage
|
|
Total Square Footage
|
||||
|
|
|
|
(square footage in thousands)
|
||||||||
Cub Foods(1)(2)
|
|
52
|
|
|
1,134
|
|
|
2,445
|
|
|
3,579
|
|
Shoppers(2)
|
|
19
|
|
|
—
|
|
|
1,137
|
|
|
1,137
|
|
Total
|
|
71
|
|
|
1,134
|
|
|
3,582
|
|
|
4,716
|
|
(1)
|
Cub Foods stores include stores in which we have a controlling ownership interest, and excludes 33 franchised Cub Foods stores in which we have a minority interest or no interest.
|
(2)
|
These retail banners are reported within continuing operations in the Consolidated Financial Statements. Shoppers retail stores exclude five stores classified as discontinued operations in the Consolidated Financial Statements.
|
(1)
|
Our selected industry peer group reflects the S&P SmallCap 600 Food Distributors Index, which includes SpartanNash Company, The Andersons, Inc., The Chef’s Warehouse, Inc. and UNFI.
|
|
August 1, 2015
|
|
July 30, 2016
|
|
July 29, 2017
|
|
July 28, 2018
|
|
August 3, 2019
|
|
August 1, 2020
|
||||||||||||
United Natural Foods, Inc
|
$
|
100.00
|
|
|
$
|
109.77
|
|
|
$
|
83.20
|
|
|
$
|
71.40
|
|
|
$
|
18.49
|
|
|
$
|
43.60
|
|
S&P SmallCap 600 Index
|
$
|
100.00
|
|
|
$
|
105.96
|
|
|
$
|
124.87
|
|
|
$
|
152.37
|
|
|
$
|
139.39
|
|
|
$
|
130.71
|
|
S&P SmallCap 600 Food Distributors Index
|
$
|
100.00
|
|
|
$
|
100.53
|
|
|
$
|
91.85
|
|
|
$
|
88.04
|
|
|
$
|
50.00
|
|
|
$
|
51.22
|
|
|
|
Fiscal Year
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
2020
(52 weeks)
|
|
2019
(53 weeks) |
|
2018
(52 weeks) |
|
2017
(52 weeks)(1) |
|
2016
(52 weeks)(1) |
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
|
$
|
26,514,267
|
|
|
$
|
22,307,456
|
|
|
$
|
10,226,683
|
|
|
$
|
9,274,471
|
|
|
$
|
8,470,286
|
|
Cost of sales
|
|
22,639,475
|
|
|
19,098,850
|
|
|
8,706,669
|
|
|
7,847,983
|
|
|
7,195,112
|
|
|||||
Gross profit
|
|
3,874,792
|
|
|
3,208,606
|
|
|
1,520,014
|
|
|
1,426,488
|
|
|
1,275,174
|
|
|||||
Operating expenses
|
|
3,541,487
|
|
|
2,967,912
|
|
|
1,274,562
|
|
|
1,196,032
|
|
|
1,049,690
|
|
|||||
Goodwill and asset impairment charges
|
|
425,405
|
|
|
292,770
|
|
|
11,242
|
|
|
—
|
|
|
1,012
|
|
|||||
Restructuring, acquisition and integration related expenses
|
|
86,383
|
|
|
148,195
|
|
|
9,738
|
|
|
6,864
|
|
|
4,540
|
|
|||||
Loss (gain) on sale of assets
|
|
17,132
|
|
|
(499
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating (loss) income
|
|
(195,615
|
)
|
|
(199,772
|
)
|
|
224,472
|
|
|
223,592
|
|
|
219,932
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net periodic benefit income, excluding service cost
|
|
(39,177
|
)
|
|
(35,041
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense, net
|
|
191,607
|
|
|
180,789
|
|
|
16,025
|
|
|
16,754
|
|
|
15,144
|
|
|||||
Other, net
|
|
(3,591
|
)
|
|
(1,063
|
)
|
|
(1,545
|
)
|
|
(5,152
|
)
|
|
743
|
|
|||||
Total other expense, net
|
|
148,839
|
|
|
144,685
|
|
|
14,480
|
|
|
11,602
|
|
|
15,887
|
|
|||||
(Loss) income from continuing operations before income taxes
|
|
(344,454
|
)
|
|
(344,457
|
)
|
|
209,992
|
|
|
211,990
|
|
|
204,045
|
|
|||||
(Benefit) provision for income taxes
|
|
(90,445
|
)
|
|
(58,936
|
)
|
|
47,215
|
|
|
83,303
|
|
|
80,807
|
|
|||||
Net (loss) income from continuing operations
|
|
$
|
(254,009
|
)
|
|
$
|
(285,521
|
)
|
|
$
|
162,777
|
|
|
$
|
128,687
|
|
|
$
|
123,238
|
|
Net (loss) income from continuing operations per common share—Basic
|
|
$
|
(4.81
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
3.22
|
|
|
$
|
2.54
|
|
|
$
|
2.45
|
|
Net (loss) income from continuing operations per common share—Diluted
|
|
$
|
(4.81
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
3.20
|
|
|
$
|
2.53
|
|
|
$
|
2.45
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
As of the Fiscal Year Ended
|
||||||||||||||||||
Consolidated Balance Sheets Data:
|
|
August 1,
2020 |
|
August 3,
2019 |
|
July 28,
2018 |
|
July 29, 2017(1)
|
|
July 30, 2016(1)
|
||||||||||
Working capital
|
|
$
|
1,334,843
|
|
|
$
|
1,449,984
|
|
|
$
|
1,080,327
|
|
|
$
|
952,073
|
|
|
$
|
987,291
|
|
Total assets
|
|
$
|
7,586,972
|
|
|
$
|
7,174,335
|
|
|
$
|
2,957,583
|
|
|
$
|
2,882,567
|
|
|
$
|
2,849,627
|
|
Total long-term debt and finance leases, excluding current portion
|
|
$
|
2,570,297
|
|
|
$
|
2,927,258
|
|
|
$
|
340,323
|
|
|
$
|
366,089
|
|
|
$
|
580,872
|
|
Total stockholders’ equity
|
|
$
|
1,142,258
|
|
|
$
|
1,504,305
|
|
|
$
|
1,839,066
|
|
|
$
|
1,677,925
|
|
|
$
|
1,516,979
|
|
(1)
|
The correction of the immaterial error described in Note 20—Immaterial Correction to Prior Period Financial Statements resulted in changes to prior year amounts not included in the Consolidated Financial Statements, which included an increase in Cost of sales of $2.4 million and $4.2 million in fiscal 2017 and 2016, respectively, a decrease in the provision for income taxes of $1.0 million and $1.6 million in fiscal 2017 and 2016, and a decrease in Retained earnings of $4.0 million and $2.5 million for fiscal 2017 and 2016, respectively.
|
•
|
the impact and duration of the COVID-19 outbreak;
|
•
|
our dependence on principal customers;
|
•
|
our sensitivity to general economic conditions including changes in disposable income levels and consumer spending trends;
|
•
|
our ability to realize anticipated benefits of our acquisitions and dispositions, in particular, our acquisition of Supervalu;
|
•
|
our reliance on the continued growth in sales of our higher margin natural and organic foods and non-food products in comparison to lower margin conventional grocery products;
|
•
|
increased competition in our industry as a result of increased distribution of natural, organic and specialty products, and direct distribution of those products by large retailers and online distributors;
|
•
|
the possibility that restructuring, asset impairment, and other charges and costs we may incur in connection with the sale or closure of our retail operations will exceed our current expectations;
|
•
|
increased competition as a result of continuing consolidation of retailers in the natural product industry and the growth of supernatural chains;
|
•
|
the addition or loss of significant customers or material changes to our relationships with these customers;
|
•
|
union-organizing activities that could cause labor relations difficulties and increased costs;
|
•
|
our ability to operate, and rely on third-party, reliable and secure technology systems;
|
•
|
the relatively low margins of our business;
|
•
|
moderated supplier promotional activity, including decreased forward buying opportunities;
|
•
|
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 additional asset impairment charges;
|
•
|
our sensitivity to inflationary and deflationary pressures;
|
•
|
the potential for disruptions in our supply chain or our distribution capabilities by circumstances beyond our control, including a health epidemic;
|
•
|
the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise;
|
•
|
volatility in fuel costs;
|
•
|
volatility in foreign exchange rates; and
|
•
|
our ability to identify and successfully complete asset or business acquisitions.
|
•
|
engaging and hiring associates in March and April, and providing existing associates with temporary state of emergency wage increases and increased overtime to warehouse and driver and retail associates;
|
•
|
implementing heightened associate safety protocols to keep our workforce healthy, including social distancing practices, enhanced sanitization and COVID communications, implementing extensive safety protocols at our retail locations to protect associates and customers; and evaluating and implementing safety practices for our drivers, sales team and corporate employees;
|
•
|
enhancing employee benefits, including wellbeing resources and covering COVID-19 testing expenses and providing coverage for COVID-19 illness or quarantine directed by the Company or a regulatory agency;
|
•
|
expanding warehouse operational hours and entering into service provider agreements to facilitate the transportation of our products to meet heightened demand and increase service levels;
|
•
|
donating over 10 million pounds of food and essential items to food banks across the country;
|
•
|
working with suppliers to prioritize the procurement and sale of high-volume SKUs;
|
•
|
maintaining high food safety standards for customers and consumers related to COVID-19; and
|
•
|
reassuring the public that the supply chain remains intact, and that food and essential products are available and safe.
|
•
|
Sales. Sales increased due to the increase in food-at-home expenditures as a result of the economic and social responses to the COVID-19 pandemic.
|
•
|
Gross Profit. Gross profit rates were adversely impacted by lower Wholesale vendor promotions, and lower Retail promotional activity.
|
•
|
Operating Expenses. Operating expense rates were positively impacted by our ability to leverage fixed operating and administrative expenses, which were partially offset by incremental costs related to COVID-19, including the impact of temporary pandemic related incentives and additional costs for safety protocols and procedures at the Company’s distribution centers and retail stores. When COVID-19 related health and safety requirements are eased, we expect these costs to subside. These costs are considered necessary to protect our employees, product quality standards, and wholesale and retail customers. We estimate that we incurred approximately $56 million of incremental operating expenses related to our response to the pandemic and operating our business at a higher through-put capacity.
|
•
|
Operating Earnings. Our business model allows us to leverage sales increases, and provided growth in operating earnings margin, as we leveraged the fixed and variable costs of our supply chain network and administrative expenses. Despite incremental labor and operating costs, additional volume experienced by our distribution network and retail stores drove higher leverage on fixed facility costs, semi-variable costs and general and administrative expenses.
|
(in thousands)
|
2020
(52 weeks)
|
|
2019
(53 weeks)
|
|
2018
(52 weeks)
|
|
2020
Change
|
|
2019
Change
|
||||||||||
Net sales
|
$
|
26,514,267
|
|
|
$
|
22,307,456
|
|
|
$
|
10,226,683
|
|
|
$
|
4,206,811
|
|
|
$
|
12,080,773
|
|
Cost of sales
|
22,639,475
|
|
|
19,098,850
|
|
|
8,706,669
|
|
|
3,540,625
|
|
|
10,392,181
|
|
|||||
Gross profit
|
3,874,792
|
|
|
3,208,606
|
|
|
1,520,014
|
|
|
666,186
|
|
|
1,688,592
|
|
|||||
Operating expenses
|
3,541,487
|
|
|
2,967,912
|
|
|
1,274,562
|
|
|
573,575
|
|
|
1,693,350
|
|
|||||
Goodwill and asset impairment charges
|
425,405
|
|
|
292,770
|
|
|
11,242
|
|
|
132,635
|
|
|
281,528
|
|
|||||
Restructuring, acquisition and integration related expenses
|
86,383
|
|
|
148,195
|
|
|
9,738
|
|
|
(61,812
|
)
|
|
138,457
|
|
|||||
Loss (gain) on sale of assets
|
17,132
|
|
|
(499
|
)
|
|
—
|
|
|
17,631
|
|
|
(499
|
)
|
|||||
Operating (loss) income
|
(195,615
|
)
|
|
(199,772
|
)
|
|
224,472
|
|
|
4,157
|
|
|
(424,244
|
)
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net periodic benefit income, excluding service cost
|
(39,177
|
)
|
|
(35,041
|
)
|
|
—
|
|
|
(4,136
|
)
|
|
(35,041
|
)
|
|||||
Interest expense, net
|
191,607
|
|
|
180,789
|
|
|
16,025
|
|
|
10,818
|
|
|
164,764
|
|
|||||
Other, net
|
(3,591
|
)
|
|
(1,063
|
)
|
|
(1,545
|
)
|
|
(2,528
|
)
|
|
482
|
|
|||||
Total other expense, net
|
148,839
|
|
|
144,685
|
|
|
14,480
|
|
|
4,154
|
|
|
130,205
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(344,454
|
)
|
|
(344,457
|
)
|
|
209,992
|
|
|
3
|
|
|
(554,449
|
)
|
|||||
(Benefit) provision for income taxes
|
(90,445
|
)
|
|
(58,936
|
)
|
|
47,215
|
|
|
(31,509
|
)
|
|
(106,151
|
)
|
|||||
Net (loss) income from continuing operations
|
(254,009
|
)
|
|
(285,521
|
)
|
|
162,777
|
|
|
31,512
|
|
|
(448,298
|
)
|
|||||
(Loss) income from discontinued operations, net of tax
|
(15,202
|
)
|
|
898
|
|
|
—
|
|
|
(16,100
|
)
|
|
898
|
|
|||||
Net (loss) income including noncontrolling interests
|
(269,211
|
)
|
|
(284,623
|
)
|
|
162,777
|
|
|
15,412
|
|
|
(447,400
|
)
|
|||||
Less net income attributable to noncontrolling interests
|
(4,929
|
)
|
|
(107
|
)
|
|
—
|
|
|
(4,822
|
)
|
|
(107
|
)
|
|||||
Net (loss) income attributable to United Natural Foods, Inc.
|
$
|
(274,140
|
)
|
|
$
|
(284,730
|
)
|
|
$
|
162,777
|
|
|
$
|
10,590
|
|
|
$
|
(447,507
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
672,922
|
|
|
$
|
562,855
|
|
|
$
|
358,866
|
|
|
$
|
110,067
|
|
|
$
|
203,989
|
|
(in thousands)
|
2020
(52 weeks) |
|
2019
(53 weeks) |
|
2018
(52 weeks) |
||||||
Net (loss) income from continuing operations
|
$
|
(254,009
|
)
|
|
$
|
(285,521
|
)
|
|
$
|
162,777
|
|
Adjustments to continuing operations net income (loss):
|
|
|
|
|
|
||||||
Less net income attributable to noncontrolling interests
|
(4,929
|
)
|
|
(107
|
)
|
|
—
|
|
|||
Total other expense, net
|
148,839
|
|
|
144,685
|
|
|
14,480
|
|
|||
(Benefit) provision for income taxes(1)
|
(90,445
|
)
|
|
(58,936
|
)
|
|
47,215
|
|
|||
Depreciation and amortization
|
281,535
|
|
|
247,746
|
|
|
87,631
|
|
|||
Share-based compensation
|
33,689
|
|
|
40,495
|
|
|
25,783
|
|
|||
Goodwill and asset impairment charges(2)
|
425,405
|
|
|
292,770
|
|
|
11,242
|
|
|||
Restructuring, acquisition, and integration related expenses(3)
|
86,383
|
|
|
148,195
|
|
|
9,738
|
|
|||
Loss (gain) on sale of assets(4)
|
17,132
|
|
|
(499
|
)
|
|
—
|
|
|||
Notes receivable charges(5)
|
12,516
|
|
|
—
|
|
|
—
|
|
|||
Inventory fair value adjustment(6)
|
—
|
|
|
10,463
|
|
|
—
|
|
|||
Legal reserve charge, net of settlement income(7)
|
1,196
|
|
|
(1,390
|
)
|
|
—
|
|
|||
Other retail expense(8)
|
1,750
|
|
|
—
|
|
|
|
||||
Adjusted EBITDA of continuing operations
|
659,062
|
|
|
537,901
|
|
|
358,866
|
|
|||
Adjusted EBITDA of discontinued operations(9)
|
13,860
|
|
|
24,954
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
672,922
|
|
|
$
|
562,855
|
|
|
$
|
358,866
|
|
|
|
|
|
|
|
||||||
(Loss) income from discontinued operations, net of tax(9)
|
$
|
(15,202
|
)
|
|
$
|
898
|
|
|
$
|
—
|
|
Adjustments to discontinued operations net (loss) income:
|
|
|
|
|
|
||||||
Total other expense, net
|
(4
|
)
|
|
150
|
|
|
—
|
|
|||
Benefit for income taxes
|
(4,465
|
)
|
|
(3,723
|
)
|
|
—
|
|
|||
Other expense
|
—
|
|
|
(62
|
)
|
|
—
|
|
|||
Restructuring, store closure and other charges, net(10)
|
33,531
|
|
|
27,691
|
|
|
—
|
|
|||
Adjusted EBITDA of discontinued operations(9)
|
$
|
13,860
|
|
|
$
|
24,954
|
|
|
$
|
—
|
|
(1)
|
Fiscal 2020 includes the tax benefit from the CARES Act, which includes the impact of tax loss carrybacks to 35% tax years allowed under the CARES Act.
|
(2)
|
Fiscal 2020 primarily reflects a goodwill impairment charge attributable to a reorganization of our reporting units and a sustained decrease in market capitalization and enterprise value of the Company; resulting in a decline in the estimated fair value of the U.S. Wholesale reporting unit. In addition, this charge includes a goodwill finalization charge attributable to the Supervalu acquisition and an asset impairment charge. Fiscal 2019 reflects a goodwill impairment charge attributable to the Supervalu acquisition. Refer to Note 7—Goodwill and Intangible Assets in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
|
(3)
|
Fiscal 2020 primarily reflects Shoppers asset impairment charges, closed property and distribution center impairment charges and costs, and administrative fees associated with integration activities. Fiscal 2019 primarily reflects expenses resulting from the acquisition of Supervalu and acquisition and integration expenses, including employee-related costs. Refer to Note 5—Restructuring, Acquisition and Integration Related Expenses in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
|
(4)
|
Fiscal 2020 primarily reflects a $50.0 million accumulated depreciation and amortization charge related to the requirement to move Retail from discontinued operations to continuing operations, partially offset by $32.9 million of gains on the sale of distribution centers and other assets.
|
(5)
|
Reflects reserves and charges for notes receivable issued by the Supervalu business prior to its acquisition to finance the purchase of stores by its customers.
|
(6)
|
Reflects a non-cash charge related to the step-up of inventory values as part of purchase accounting.
|
(7)
|
Reflects a charge to settle a legal proceeding and a charge related to our assessment of legal proceedings, net of income received to settle a legal proceeding.
|
(8)
|
Reflects expenses associated with event-specific damages to certain retail stores.
|
(9)
|
Income from discontinued operations, net of tax and Adjusted EBITDA of discontinued operations excludes rent expense of $5.8 million and $9.5 million in fiscal 2020 and 2019, respectively, of operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense to be included within continuing operations, as we remain or expect to remain primarily obligated under these leases. We expect to assign these leases with the obligation to pay this rent expense to buyers of our retail discontinued operations upon sale. Due to these GAAP requirements to show rent expense, along with other administrative expenses of discontinued operations within continuing operations, we believe the inclusion of discontinued operations results within Adjusted EBITDA provides us and investors a meaningful measure of performance.
|
(10)
|
Amounts represent store closure charges and costs, operational wind-down and inventory charges, and asset impairment charges related to discontinued operations.
|
|
|
2020
(52 weeks) |
|
% of Total
Net Sales |
|
2019(1)
(53 weeks)
|
|
% of Total
Net Sales |
|
Increase (Decrease)
|
|||||||||||
Customer Channel
|
|
|
|
|
|
$
|
|
% of Total Net Sales
|
|||||||||||||
Chains(1)
|
|
$
|
10,663
|
|
|
40
|
%
|
|
$
|
8,812
|
|
|
39
|
%
|
|
$
|
1,851
|
|
|
1
|
%
|
Independent retailers(1)
|
|
6,699
|
|
|
25
|
%
|
|
5,536
|
|
|
25
|
%
|
|
1,163
|
|
|
—
|
%
|
|||
Supernatural
|
|
4,720
|
|
|
18
|
%
|
|
4,394
|
|
|
20
|
%
|
|
326
|
|
|
(2
|
)%
|
|||
Retail
|
|
2,331
|
|
|
9
|
%
|
|
1,653
|
|
|
7
|
%
|
|
678
|
|
|
2
|
%
|
|||
Other(1)
|
|
2,101
|
|
|
8
|
%
|
|
1,912
|
|
|
9
|
%
|
|
189
|
|
|
(1
|
)%
|
|||
Total net sales
|
|
$
|
26,514
|
|
|
100
|
%
|
|
$
|
22,307
|
|
|
100
|
%
|
|
$
|
4,207
|
|
|
—
|
%
|
(1)
|
During the fourth quarter of fiscal 2020, the presentation of net sales by customer channel has been recast to be presented on a basis consistent with customer size. International customers other than Canada, and alternative format sales continue to be classified within Other. The main effect of the change was to re-categorize the former Supermarkets and Independents channels, previously classified by the majority of product carried by those customers between conventional and natural products, respectively, to classify those stores by the number of customer locations we supply. There was no impact to the Consolidated Statements of Operations as a result of the reclassification of customer types. We believe this new basis better reflects the nature and economic risks of cash flows from customers. There was no change to the Supernatural channel. Refer to Note 3—Revenue Recognition in Part II, Item 8 of this Annual Report on Form 10-K for our channel definitions.
|
(in thousands)
|
|
2020
(52 weeks)
|
|
2019
(53 weeks)
|
|
Increase (Decrease)
|
||||||
Net periodic benefit income, excluding service cost
|
|
$
|
(39,177
|
)
|
|
$
|
(35,041
|
)
|
|
$
|
(4,136
|
)
|
Interest expense on long-term debt, net of capitalized interest
|
|
166,402
|
|
|
146,762
|
|
|
19,640
|
|
|||
Interest expense on finance and direct financing lease obligations
|
|
11,944
|
|
|
15,730
|
|
|
(3,786
|
)
|
|||
Amortization of financing costs and discounts
|
|
15,383
|
|
|
13,394
|
|
|
1,989
|
|
|||
Debt refinancing costs and unamortized financing charges
|
|
74
|
|
|
4,903
|
|
|
(4,829
|
)
|
|||
Interest income
|
|
(2,196
|
)
|
|
—
|
|
|
(2,196
|
)
|
|||
Interest expense, net
|
|
191,607
|
|
|
180,789
|
|
|
10,818
|
|
|||
Other, net
|
|
(3,591
|
)
|
|
(1,063
|
)
|
|
(2,528
|
)
|
|||
Total other expense, net
|
|
$
|
148,839
|
|
|
$
|
144,685
|
|
|
$
|
4,154
|
|
|
|
2019(1)
(53 weeks) |
|
% of Total
Net Sales |
|
2018
(52 weeks) |
|
% of Total
Net Sales |
|
Increase (Decrease)
|
|||||||||||
Customer Channel
|
|
|
|
|
|
$
|
|
% Total Net Sales
|
|||||||||||||
Chains(1)
|
|
$
|
8,812
|
|
|
39
|
%
|
|
$
|
3,299
|
|
|
32
|
%
|
|
$
|
5,513
|
|
|
7
|
%
|
Independent retailers(1)
|
|
5,536
|
|
|
25
|
%
|
|
2,100
|
|
|
21
|
%
|
|
3,436
|
|
|
4
|
%
|
|||
Supernatural
|
|
4,394
|
|
|
20
|
%
|
|
3,758
|
|
|
37
|
%
|
|
636
|
|
|
(17
|
)%
|
|||
Retail
|
|
1,653
|
|
|
7
|
%
|
|
—
|
|
|
—
|
%
|
|
1,653
|
|
|
7
|
%
|
|||
Other(1)
|
|
1,912
|
|
|
9
|
%
|
|
1,070
|
|
|
10
|
%
|
|
842
|
|
|
(1
|
)%
|
|||
Total net sales
|
|
$
|
22,307
|
|
|
100
|
%
|
|
$
|
10,227
|
|
|
100
|
%
|
|
$
|
12,080
|
|
|
—
|
%
|
(1)
|
Refer to Note 3—Revenue Recognition in Part II, Item 8 of this Annual Report on Form 10-K for our channel definitions.
|
(in thousands)
|
|
2019
(53 weeks)
|
|
2018
(52 weeks)
|
|
Increase (Decrease)
|
||||||
Net periodic benefit income, excluding service cost
|
|
$
|
(35,041
|
)
|
|
$
|
—
|
|
|
$
|
(35,041
|
)
|
Interest expense on long-term debt, net of capitalized interest
|
|
146,762
|
|
|
14,016
|
|
|
132,746
|
|
|||
Interest expense on finance and direct financing lease obligations
|
|
15,730
|
|
|
2,455
|
|
|
13,275
|
|
|||
Amortization of financing costs and discounts
|
|
13,394
|
|
|
—
|
|
|
13,394
|
|
|||
Debt refinancing costs and unamortized financing charges
|
|
4,903
|
|
|
—
|
|
|
4,903
|
|
|||
Interest income
|
|
—
|
|
|
(446
|
)
|
|
446
|
|
|||
Interest expense, net
|
|
180,789
|
|
|
16,025
|
|
|
164,764
|
|
|||
Other, net
|
|
(1,063
|
)
|
|
(1,545
|
)
|
|
482
|
|
|||
Total other expense, net
|
|
$
|
144,685
|
|
|
$
|
14,480
|
|
|
$
|
130,205
|
|
|
|
|
|
|
|
|
|
Increase / (Decrease)
|
||||||||||||
(in thousands)
|
|
2020
(52 weeks) |
|
2019
(53 weeks) |
|
2018
(52 weeks)
|
|
2020
|
|
2019
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wholesale
|
|
$
|
25,496,597
|
|
|
$
|
21,530,183
|
|
|
$
|
10,169,840
|
|
|
$
|
3,966,414
|
|
|
$
|
11,360,343
|
|
Retail
|
|
2,330,694
|
|
|
1,653,596
|
|
|
—
|
|
|
677,098
|
|
|
1,653,596
|
|
|||||
Other
|
|
227,984
|
|
|
234,838
|
|
|
228,465
|
|
|
(6,854
|
)
|
|
6,373
|
|
|||||
Eliminations
|
|
(1,541,008
|
)
|
|
(1,111,161
|
)
|
|
(171,622
|
)
|
|
(429,847
|
)
|
|
(939,539
|
)
|
|||||
Total Net sales
|
|
$
|
26,514,267
|
|
|
$
|
22,307,456
|
|
|
$
|
10,226,683
|
|
|
$
|
4,206,811
|
|
|
$
|
12,080,773
|
|
Continuing operations Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wholesale
|
|
$
|
591,028
|
|
|
$
|
462,996
|
|
|
$
|
343,104
|
|
|
$
|
128,032
|
|
|
$
|
119,892
|
|
Retail
|
|
86,401
|
|
|
34,149
|
|
|
—
|
|
|
52,252
|
|
|
34,149
|
|
|||||
Other
|
|
(15,903
|
)
|
|
41,918
|
|
|
12,337
|
|
|
(57,821
|
)
|
|
29,581
|
|
|||||
Eliminations
|
|
(2,464
|
)
|
|
(1,162
|
)
|
|
3,425
|
|
|
(1,302
|
)
|
|
(4,587
|
)
|
|||||
Total continuing operations Adjusted EBITDA
|
|
$
|
659,062
|
|
|
$
|
537,901
|
|
|
$
|
358,866
|
|
|
$
|
121,161
|
|
|
$
|
179,035
|
|
•
|
Total liquidity as of August 1, 2020 was $1.28 billion and was comprised of the following:
|
◦
|
Unused credit under our revolving line of credit was $1,234.8 million as of August 1, 2020, which increased $315.6 million from $919.2 million as of August 3, 2019, primarily due to net payments made on the ABL Credit Facility as cash flow generated from the business was utilized to reduce outstanding debt.
|
◦
|
Cash and cash equivalents was $47.0 million as of August 1, 2020, which increased $2.5 million from $44.5 million as of August 3, 2019.
|
•
|
Our total debt decreased $408.9 million to $2,497.6 million as of August 1, 2020 from $2,906.5 million as of August 3, 2019 primarily related net payments made on the ABL Credit Facility and our 364-day Term Loan Facility payment.
|
•
|
In fiscal 2021, we are obligated to make a $72.0 million prepayment from Excess Cash Flow (as defined in the Term Loan Agreement) generated in fiscal 2020, which we satisfied with a $72.0 million payment in the first quarter of fiscal 2021. Other debt maturities are expected to be $12.8 million in fiscal 2021. We are also obligated to make payments to reduce finance lease obligations. Proceeds from the sale of any properties mortgaged and encumbered under our Term Loan Facility are required to, and will, be used to make additional Term Loan Facility payments.
|
•
|
We expect to continue to annually reduce our long-term debt and be able to fund near-term debt maturities through fiscal 2023 with internally generated funds, proceeds from the asset sales or borrowings under the ABL Credit Facility.
|
•
|
Working capital decreased $115.1 million to $1,334.8 million as of August 1, 2020 from $1,450.0 million as of August 3, 2019, primarily due to the adoption of the new lease standard from the recognition of a new current portion liability for operating leases, an increase in accounts payable, partially offset by increases in inventories to support higher service levels and accounts receivable from higher sales.
|
(in thousands)
|
2020
(52 weeks) |
|
2019
(53 weeks) |
|
2018
(52 weeks) |
|
2020
Change |
|
2019
Change |
||||||||||
Net cash provided by operating activities of continuing operations
|
$
|
452,365
|
|
|
$
|
288,986
|
|
|
$
|
109,038
|
|
|
$
|
163,379
|
|
|
$
|
179,948
|
|
Net cash used in investing activities of continuing operations
|
(27,684
|
)
|
|
(2,340,830
|
)
|
|
(47,005
|
)
|
|
2,313,146
|
|
|
(2,293,825
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(453,071
|
)
|
|
1,996,352
|
|
|
(53,557
|
)
|
|
(2,449,423
|
)
|
|
2,049,909
|
|
|||||
Net cash flows from discontinued operations
|
30,389
|
|
|
77,587
|
|
|
—
|
|
|
(47,198
|
)
|
|
77,587
|
|
|||||
Effect of exchange rate on cash
|
(154
|
)
|
|
(143
|
)
|
|
(575
|
)
|
|
(11
|
)
|
|
432
|
|
|||||
Net increase in cash and cash equivalents
|
1,845
|
|
|
21,952
|
|
|
7,901
|
|
|
(20,107
|
)
|
|
14,051
|
|
|||||
Cash and cash equivalents, at beginning of period
|
45,267
|
|
|
23,315
|
|
|
15,414
|
|
|
21,952
|
|
|
7,901
|
|
|||||
Cash and cash equivalents at end of period, including discontinued operations
|
$
|
47,112
|
|
|
$
|
45,267
|
|
|
$
|
23,315
|
|
|
$
|
1,845
|
|
|
$
|
21,952
|
|
|
Payments Due Per Period
|
||||||||||||||||||
(in millions)
|
Total
|
|
Fiscal 2021
|
|
Fiscal 2022-2023
|
|
Fiscal 2024-2025
|
|
Thereafter
|
||||||||||
Contractual obligations(1)(2):
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt(3)
|
$
|
2,579
|
|
|
$
|
85
|
|
|
$
|
28
|
|
|
$
|
783
|
|
|
$
|
1,683
|
|
Interest on long-term debt(4)
|
578
|
|
|
137
|
|
|
237
|
|
|
186
|
|
|
18
|
|
|||||
Operating leases(5)
|
1,554
|
|
|
178
|
|
|
324
|
|
|
228
|
|
|
824
|
|
|||||
Finance leases(6)
|
175
|
|
|
21
|
|
|
129
|
|
|
20
|
|
|
5
|
|
|||||
Purchase obligations(7)
|
181
|
|
|
136
|
|
|
39
|
|
|
4
|
|
|
2
|
|
|||||
Self-insurance liabilities(8)
|
114
|
|
|
37
|
|
|
41
|
|
|
19
|
|
|
17
|
|
|||||
Multiemployer plan withdrawal liabilities
|
84
|
|
|
2
|
|
|
5
|
|
|
7
|
|
|
70
|
|
|||||
Total contractual obligations
|
$
|
5,265
|
|
|
$
|
596
|
|
|
$
|
803
|
|
|
$
|
1,247
|
|
|
$
|
2,619
|
|
(1)
|
Because the timing of certain future payments beyond fiscal 2020 cannot be reasonably determined, contractual obligations payments due per fiscal period presented here exclude our discretionary funding of our pension plans and required funding of our postretirement benefit obligations. Pension and postretirement benefit obligations were $294 million as of fiscal year ended August 1, 2020. The Company expects to contribute approximately $0 million to $5.3 million to its defined benefit pension plans and postretirement benefit plans in fiscal 2021.
|
(2)
|
Unrecognized tax benefits, which totaled $32 million as of fiscal year ended August 1, 2020, were excluded from the contractual obligations table because an estimate of the timing of future tax settlements cannot be reasonably determined.
|
(3)
|
Long-term debt amounts exclude original issue discounts and deferred financing costs. Long-term debt payments due per period exclude any cash prepayments that may be required under the provisions of the Term Loan Facility except for the $72 million prepayment from Excess Cash Flow in fiscal 2020 that is required in fiscal 2021 because the amount of any future additional prepayment amounts, if any, are not reasonably estimable as of August 1, 2020.
|
(4)
|
Amounts include contractual interest payments (net of our interest rate swap payments) using the face value and applicable interest rate as of August 1, 2020. The face value of variable debt instruments with a variable rate equal to one-month LIBOR plus an applicable margin is $2,471 million. The face value of variable interest debt instruments with a variable rate equal to the prime rate plus an applicable margin is $59 million.
|
(5)
|
Represents the minimum rents payable under operating leases, excluding common area maintenance, insurance or tax payments, for which we are also obligated, offset by minimum subtenant rentals of $214 million total, $48 million, $78 million, $44 million and $44 million, respectively.
|
(6)
|
Represents the minimum payments under capital leases, excluding common area maintenance, insurance or tax payments, for which we are also obligated, offset by minimum subtenant rentals of $12 million total, $3 million, $5 million, $3 million and $1 million, respectively.
|
(7)
|
Our purchase obligations include various obligations that have annual purchase commitments of $1 million or greater. As of fiscal year ended August 1, 2020, future purchase obligations existed that primarily related to fixed asset, information technology and inventory purchase commitments. In addition, in the ordinary course of business, we enter into supply contracts to purchase product for resale to wholesale customers and to consumers, which are typically of a short-term nature with limited or no purchase commitments. The majority of our supply contracts are short-term in nature and relate to fixed assets, information technology and contracts to purchase product for resale. These supply contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. The supply contracts that are cancelable have not been included above.
|
(8)
|
Our insurance liabilities include the undiscounted obligations related to workers’ compensation, general and automobile liabilities at the estimated ultimate cost of reported claims and claims incurred but not yet reported and related expenses. Future payments reflected here represent our reasonably determined estimate.
|
|
August 1, 2020
|
|
Expected Fiscal Year of Maturity
|
||||||||||||||||||||||||||||
|
Fair Value
|
|
Total
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Thereafter
|
||||||||||||||||
|
(in millions, except interest rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate—principal payments
|
$
|
2,485
|
|
|
$
|
2,530
|
|
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
757
|
|
|
$
|
18
|
|
|
$
|
1,683
|
|
Weighted average interest rate(1)
|
|
|
3.6
|
%
|
|
4.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.6
|
%
|
|
4.4
|
%
|
|
4.4
|
%
|
|||||||||
Fixed rate—principal payments
|
$
|
51
|
|
|
$
|
49
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Weighted average interest rate
|
|
|
5.2
|
%
|
|
5.3
|
%
|
|
5.3
|
%
|
|
5.3
|
%
|
|
4.8
|
%
|
|
4.4
|
%
|
|
—
|
|
|||||||||
Interest Rate Swaps(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Notional amounts hedged under pay fixed, receive variable swaps
|
$
|
(139
|
)
|
|
$
|
2,443
|
|
|
$
|
360
|
|
|
$
|
360
|
|
|
$
|
823
|
|
|
$
|
450
|
|
|
$
|
250
|
|
|
$
|
200
|
|
Weighted average pay rate
|
|
|
2.5
|
%
|
|
2.3
|
%
|
|
2.4
|
%
|
|
1.7
|
%
|
|
2.2
|
%
|
|
2.6
|
%
|
|
2.9
|
%
|
|||||||||
Weighted average receive rate
|
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|||||||||
Notes receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal receivable
|
$
|
79
|
|
|
$
|
78
|
|
|
$
|
50
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
11
|
|
Weighted average receivable rate
|
|
|
5.8
|
%
|
|
6.1
|
%
|
|
5.8
|
%
|
|
5.6
|
%
|
|
6.3
|
%
|
|
6.7
|
%
|
|
4.6
|
%
|
(1)
|
Excludes the effect of interest rate swaps effectively converting certain of our variable rate obligations to fixed rate obligations.
|
(2)
|
Includes forward starting swap contracts with notional amounts of $450.0 million which are not yet effective. Refer to Note 9—Derivatives n Part II, Item 8 of this Annual Report on Form 10-K for further information on interest rate swap contracts.
|
Consolidated Financial Statements
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
–
|
Evaluating the Company’s estimated long-term revenue growth rates by comparing those revenue growth rates to historical revenue growth rates of the Company’s peers and industry reports;
|
–
|
Performing a sensitivity analysis to assess the impact of possible changes to the discount rate;
|
–
|
Evaluating the discount rate used by the Company by comparing it to discount rate ranges that were developed using publicly available market data; and
|
–
|
Developing an estimated range of indicated values for the U.S. Wholesale reporting unit, using the Company’s cash flow forecasts and the range of discount rates developed using publicly available market data, and comparing the results to the Company’s fair value estimate.
|
–
|
Evaluating the Company’s methodology used to estimate the incremental borrowing rates;
|
–
|
Assessing the Company’s use of its credit rating and market rates for its outstanding collateralized debt as of the adoption date as inputs to estimate the incremental borrowing rates; and
|
–
|
Developing estimates of the incremental borrowing rates using a combination of a benchmark yield curve and market rates for the Company’s outstanding collateralized debt and compared these estimates to the Company’s estimated incremental borrowing rates.
|
|
August 1,
2020 |
|
August 3,
2019 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
46,993
|
|
|
$
|
44,468
|
|
Accounts receivable, net
|
1,120,199
|
|
|
1,067,012
|
|
||
Inventories
|
2,280,767
|
|
|
2,190,681
|
|
||
Prepaid expenses and other current assets
|
251,891
|
|
|
235,774
|
|
||
Current assets of discontinued operations
|
5,067
|
|
|
20,994
|
|
||
Total current assets
|
3,704,917
|
|
|
3,558,929
|
|
||
Property and equipment, net
|
1,701,216
|
|
|
1,896,164
|
|
||
Operating lease assets
|
982,808
|
|
|
—
|
|
||
Goodwill
|
19,607
|
|
|
442,256
|
|
||
Intangible assets, net
|
969,600
|
|
|
1,089,846
|
|
||
Deferred income taxes
|
107,624
|
|
|
34,262
|
|
||
Other assets
|
97,285
|
|
|
107,921
|
|
||
Long-term assets of discontinued operations
|
3,915
|
|
|
44,957
|
|
||
Total assets
|
$
|
7,586,972
|
|
|
$
|
7,174,335
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
1,633,448
|
|
|
$
|
1,532,310
|
|
Accrued expenses and other current liabilities
|
281,956
|
|
|
260,531
|
|
||
Accrued compensation and benefits
|
228,832
|
|
|
188,484
|
|
||
Current portion of operating lease liabilities
|
131,022
|
|
|
—
|
|
||
Current portion of long-term debt and finance lease liabilities
|
83,378
|
|
|
112,103
|
|
||
Current liabilities of discontinued operations
|
11,438
|
|
|
15,517
|
|
||
Total current liabilities
|
2,370,074
|
|
|
2,108,945
|
|
||
Long-term debt
|
2,426,994
|
|
|
2,819,050
|
|
||
Long-term operating lease liabilities
|
873,990
|
|
|
—
|
|
||
Long-term finance lease liabilities
|
143,303
|
|
|
108,208
|
|
||
Pension and other postretirement benefit obligations
|
292,128
|
|
|
237,266
|
|
||
Deferred income taxes
|
—
|
|
|
1,042
|
|
||
Other long-term liabilities
|
336,487
|
|
|
394,749
|
|
||
Long-term liabilities of discontinued operations
|
1,738
|
|
|
770
|
|
||
Total liabilities
|
6,444,714
|
|
|
5,670,030
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, authorized 100,000 shares; 55,306 shares issued and 54,691 shares outstanding at August 1, 2020; 53,501 shares issued and 52,886 shares outstanding at August 3, 2019
|
553
|
|
|
535
|
|
||
Additional paid-in capital
|
568,736
|
|
|
530,801
|
|
||
Treasury stock at cost
|
(24,231
|
)
|
|
(24,231
|
)
|
||
Accumulated other comprehensive loss
|
(237,946
|
)
|
|
(108,953
|
)
|
||
Retained earnings
|
837,633
|
|
|
1,108,890
|
|
||
Total United Natural Foods, Inc. stockholders’ equity
|
1,144,745
|
|
|
1,507,042
|
|
||
Noncontrolling interests
|
(2,487
|
)
|
|
(2,737
|
)
|
||
Total stockholders' equity
|
1,142,258
|
|
|
1,504,305
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,586,972
|
|
|
$
|
7,174,335
|
|
|
Fiscal Year Ended
|
||||||||||
|
August 1, 2020
(52 weeks) |
|
August 3, 2019
(53 weeks) |
|
July 28, 2018
(52 weeks) |
||||||
Net sales
|
$
|
26,514,267
|
|
|
$
|
22,307,456
|
|
|
$
|
10,226,683
|
|
Cost of sales
|
22,639,475
|
|
|
19,098,850
|
|
|
8,706,669
|
|
|||
Gross profit
|
3,874,792
|
|
|
3,208,606
|
|
|
1,520,014
|
|
|||
Operating expenses
|
3,541,487
|
|
|
2,967,912
|
|
|
1,274,562
|
|
|||
Goodwill and asset impairment charges
|
425,405
|
|
|
292,770
|
|
|
11,242
|
|
|||
Restructuring, acquisition and integration related expenses
|
86,383
|
|
|
148,195
|
|
|
9,738
|
|
|||
Loss (gain) on sale of assets
|
17,132
|
|
|
(499
|
)
|
|
—
|
|
|||
Operating (loss) income
|
(195,615
|
)
|
|
(199,772
|
)
|
|
224,472
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Net periodic benefit income, excluding service cost
|
(39,177
|
)
|
|
(35,041
|
)
|
|
—
|
|
|||
Interest expense, net
|
191,607
|
|
|
180,789
|
|
|
16,025
|
|
|||
Other, net
|
(3,591
|
)
|
|
(1,063
|
)
|
|
(1,545
|
)
|
|||
Total other expense, net
|
148,839
|
|
|
144,685
|
|
|
14,480
|
|
|||
(Loss) income from continuing operations before income taxes
|
(344,454
|
)
|
|
(344,457
|
)
|
|
209,992
|
|
|||
(Benefit) provision for income taxes
|
(90,445
|
)
|
|
(58,936
|
)
|
|
47,215
|
|
|||
Net (loss) income from continuing operations
|
(254,009
|
)
|
|
(285,521
|
)
|
|
162,777
|
|
|||
(Loss) income from discontinued operations, net of tax
|
(15,202
|
)
|
|
898
|
|
|
—
|
|
|||
Net (loss) income including noncontrolling interests
|
(269,211
|
)
|
|
(284,623
|
)
|
|
162,777
|
|
|||
Less net income attributable to noncontrolling interests
|
(4,929
|
)
|
|
(107
|
)
|
|
—
|
|
|||
Net (loss) income attributable to United Natural Foods, Inc.
|
$
|
(274,140
|
)
|
|
$
|
(284,730
|
)
|
|
$
|
162,777
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(4.81
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
3.22
|
|
Discontinued operations
|
$
|
(0.28
|
)
|
|
$
|
0.02
|
|
|
$
|
—
|
|
Basic (loss) earnings per share
|
$
|
(5.10
|
)
|
|
$
|
(5.56
|
)
|
|
$
|
3.22
|
|
Diluted (loss) earnings per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(4.81
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
3.20
|
|
Discontinued operations
|
$
|
(0.28
|
)
|
|
$
|
0.02
|
|
|
$
|
—
|
|
Diluted (loss) earnings per share
|
$
|
(5.10
|
)
|
|
$
|
(5.56
|
)
|
|
$
|
3.20
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
53,778
|
|
|
51,245
|
|
|
50,530
|
|
|||
Diluted
|
53,778
|
|
|
51,245
|
|
|
50,837
|
|
|
Fiscal Year Ended
|
||||||||||
|
August 1, 2020
(52 weeks) |
|
August 3, 2019
(53 weeks) |
|
July 28, 2018
(52 weeks) |
||||||
Net (loss) income including noncontrolling interests
|
$
|
(269,211
|
)
|
|
$
|
(284,623
|
)
|
|
$
|
162,777
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Recognition of pension and other postretirement benefit obligations, net of tax(1)
|
(82,838
|
)
|
|
(32,458
|
)
|
|
—
|
|
|||
Recognition of interest rate swap cash flow hedges, net of tax(2)
|
(44,751
|
)
|
|
(61,287
|
)
|
|
3,575
|
|
|||
Foreign currency translation adjustments
|
(1,337
|
)
|
|
(1,029
|
)
|
|
(3,791
|
)
|
|||
Recognition of other cash flow derivatives, net of tax
|
(67
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive (loss) income
|
(128,993
|
)
|
|
(94,774
|
)
|
|
(216
|
)
|
|||
Less comprehensive income attributable to noncontrolling interests
|
(4,929
|
)
|
|
(107
|
)
|
|
—
|
|
|||
Total comprehensive (loss) income attributable to United Natural Foods, Inc.
|
$
|
(403,133
|
)
|
|
$
|
(379,504
|
)
|
|
$
|
162,561
|
|
(1)
|
Amounts are net of tax (benefit) expense of $(29.3) million, $(11.3) million and $0.0 million for the fiscal years ended August 1, 2020, August 3, 2019 and July 28, 2018, respectively.
|
(2)
|
Amounts are net of tax (benefit) expense of $(16.4) million, $(22.5) million and 1.5 million for the fiscal years ended August 1, 2020, August 3, 2019 and July 28, 2018, respectively.
|
|
|
|
|
|
|
|
|
|
Additional
Paid-in Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained Earnings
|
|
Total United Natural Foods, Inc.
Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Stockholders’ Equity
|
||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balances at July 29, 2017
|
50,622
|
|
|
$
|
506
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
460,011
|
|
|
$
|
(13,963
|
)
|
|
$
|
1,231,371
|
|
|
$
|
1,677,925
|
|
|
$
|
—
|
|
|
$
|
1,677,925
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,314
|
|
|
—
|
|
|
(805
|
)
|
|
509
|
|
|
—
|
|
|
509
|
|
||||||||
Restricted stock vestings and stock option exercises, net
|
403
|
|
|
4
|
|
|
|
|
|
|
|
|
(3,592
|
)
|
|
—
|
|
|
—
|
|
|
(3,588
|
)
|
|
—
|
|
|
(3,588
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,890
|
|
|
—
|
|
|
—
|
|
|
25,890
|
|
|
—
|
|
|
25,890
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
615
|
|
|
(24,231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,231
|
)
|
|
—
|
|
|
(24,231
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
(216
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,777
|
|
|
162,777
|
|
|
—
|
|
|
162,777
|
|
||||||||
Balances at July 28, 2018
|
51,025
|
|
|
$
|
510
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
483,623
|
|
|
$
|
(14,179
|
)
|
|
$
|
1,393,343
|
|
|
$
|
1,839,066
|
|
|
$
|
—
|
|
|
$
|
1,839,066
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|
277
|
|
|
—
|
|
|
277
|
|
||||||||
Restricted stock vestings and stock option exercises, net
|
471
|
|
|
5
|
|
|
|
|
|
|
|
|
(2,613
|
)
|
|
—
|
|
|
—
|
|
|
(2,608
|
)
|
|
—
|
|
|
(2,608
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,954
|
|
|
—
|
|
|
—
|
|
|
25,954
|
|
|
—
|
|
|
25,954
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,774
|
)
|
|
—
|
|
|
(94,774
|
)
|
|
—
|
|
|
(94,774
|
)
|
||||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,633
|
)
|
|
(1,633
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,211
|
)
|
|
(1,211
|
)
|
||||||||
Proceeds from issuance of common stock, net
|
2,005
|
|
|
20
|
|
|
|
|
|
|
23,837
|
|
|
—
|
|
|
—
|
|
|
23,857
|
|
|
—
|
|
|
23,857
|
|
||||||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(284,730
|
)
|
|
(284,730
|
)
|
|
107
|
|
|
(284,623
|
)
|
||||||||
Balances at August 3, 2019
|
53,501
|
|
|
$
|
535
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
530,801
|
|
|
$
|
(108,953
|
)
|
|
$
|
1,108,890
|
|
|
$
|
1,507,042
|
|
|
$
|
(2,737
|
)
|
|
$
|
1,504,305
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,883
|
|
|
2,883
|
|
|
—
|
|
|
2,883
|
|
||||||||
Restricted stock vestings and stock option exercises, net
|
473
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(1,028
|
)
|
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
|
—
|
|
|
(1,023
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,643
|
|
|
—
|
|
|
—
|
|
|
24,643
|
|
|
—
|
|
|
24,643
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,993
|
)
|
|
—
|
|
|
(128,993
|
)
|
|
—
|
|
|
(128,993
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,679
|
)
|
|
(4,679
|
)
|
||||||||
Proceeds from the issuance of common stock, net
|
1,332
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
14,320
|
|
|
—
|
|
|
—
|
|
|
14,333
|
|
|
—
|
|
|
14,333
|
|
||||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274,140
|
)
|
|
(274,140
|
)
|
|
4,929
|
|
|
(269,211
|
)
|
||||||||
Balances at August 1, 2020
|
55,306
|
|
|
$
|
553
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
568,736
|
|
|
$
|
(237,946
|
)
|
|
$
|
837,633
|
|
|
$
|
1,144,745
|
|
|
$
|
(2,487
|
)
|
|
$
|
1,142,258
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
August 1, 2020
(52 weeks) |
|
August 3, 2019
(53 weeks) |
|
July 28, 2018
(52 weeks) |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) income including noncontrolling interests
|
$
|
(269,211
|
)
|
|
$
|
(284,623
|
)
|
|
$
|
162,777
|
|
(Loss) income from discontinued operations, net of tax
|
(15,202
|
)
|
|
898
|
|
|
—
|
|
|||
Net (loss) income from continuing operations
|
(254,009
|
)
|
|
(285,521
|
)
|
|
162,777
|
|
|||
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
281,535
|
|
|
247,746
|
|
|
87,631
|
|
|||
Share-based compensation
|
24,643
|
|
|
25,551
|
|
|
25,783
|
|
|||
Loss (gain) on disposal of assets
|
17,132
|
|
|
(499
|
)
|
|
—
|
|
|||
Closed property and other restructuring charges
|
45,501
|
|
|
30,204
|
|
|
2,820
|
|
|||
Goodwill and asset impairments
|
425,405
|
|
|
292,770
|
|
|
11,242
|
|
|||
Net pension and other postretirement benefit income
|
(39,177
|
)
|
|
(34,868
|
)
|
|
—
|
|
|||
Deferred income tax benefit
|
(70,933
|
)
|
|
(61,208
|
)
|
|
(14,679
|
)
|
|||
LIFO charge
|
17,900
|
|
|
25,372
|
|
|
—
|
|
|||
Change in accounting estimate
|
—
|
|
|
—
|
|
|
(20,909
|
)
|
|||
Provision for doubtful accounts, net
|
46,032
|
|
|
9,749
|
|
|
12,006
|
|
|||
Non-cash interest expense and other adjustments
|
14,706
|
|
|
15,654
|
|
|
(424
|
)
|
|||
Changes in operating assets and liabilities, net of acquired businesses
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(123,970
|
)
|
|
53,351
|
|
|
(67,283
|
)
|
|||
Inventories
|
(111,267
|
)
|
|
183,105
|
|
|
(106,042
|
)
|
|||
Prepaid expenses and other assets
|
112,771
|
|
|
(47,708
|
)
|
|
4,473
|
|
|||
Accounts payable
|
107,050
|
|
|
(24,833
|
)
|
|
3,961
|
|
|||
Accrued expenses, other liabilities and other
|
(40,954
|
)
|
|
(139,879
|
)
|
|
7,682
|
|
|||
Net cash provided by operating activities of continuing operations
|
452,365
|
|
|
288,986
|
|
|
109,038
|
|
|||
Net cash provided by (used in) operating activities of discontinued operations
|
4,171
|
|
|
(4,456
|
)
|
|
—
|
|
|||
Net cash provided by operating activities
|
456,536
|
|
|
284,530
|
|
|
109,038
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(172,568
|
)
|
|
(228,477
|
)
|
|
(44,608
|
)
|
|||
Purchases of acquired businesses, net of cash acquired
|
—
|
|
|
(2,292,435
|
)
|
|
(39
|
)
|
|||
Proceeds from dispositions of assets
|
147,382
|
|
|
180,362
|
|
|
1,039
|
|
|||
Other
|
(2,498
|
)
|
|
(280
|
)
|
|
(3,397
|
)
|
|||
Net cash used in investing activities of continuing operations
|
(27,684
|
)
|
|
(2,340,830
|
)
|
|
(47,005
|
)
|
|||
Net cash provided by investing activities of discontinued operations
|
26,218
|
|
|
82,043
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,466
|
)
|
|
(2,258,787
|
)
|
|
(47,005
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings of long-term debt
|
2,050
|
|
|
1,926,642
|
|
|
—
|
|
|||
Proceeds from borrowings under revolving credit line
|
4,278,202
|
|
|
3,971,504
|
|
|
556,061
|
|
|||
Proceeds from issuance of other loans
|
6,266
|
|
|
22,358
|
|
|
—
|
|
|||
Repayments of borrowings under revolving credit line
|
(4,601,490
|
)
|
|
(3,101,679
|
)
|
|
(569,671
|
)
|
|||
Repayments of long-term debt and finance leases
|
(122,302
|
)
|
|
(779,909
|
)
|
|
(12,128
|
)
|
|||
Repayments of other loans
|
(24,408
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(24,231
|
)
|
|||
Proceeds from the issuance of common stock and exercise of stock options
|
14,276
|
|
|
23,975
|
|
|
975
|
|
|||
Payment of employee restricted stock tax withholdings
|
(1,023
|
)
|
|
(2,727
|
)
|
|
(4,563
|
)
|
|||
Payments for debt issuance costs
|
—
|
|
|
(62,600
|
)
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(4,642
|
)
|
|
(1,212
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(453,071
|
)
|
|
1,996,352
|
|
|
(53,557
|
)
|
|||
EFFECT OF EXCHANGE RATE ON CASH
|
(154
|
)
|
|
(143
|
)
|
|
(575
|
)
|
|||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
1,845
|
|
|
21,952
|
|
|
7,901
|
|
|||
Cash and cash equivalents, at beginning of period
|
45,267
|
|
|
23,315
|
|
|
15,414
|
|
|||
Cash and cash equivalents, at end of period
|
47,112
|
|
|
45,267
|
|
|
23,315
|
|
|||
Less: cash and cash equivalents of discontinued operations
|
(119
|
)
|
|
(799
|
)
|
|
—
|
|
|||
Cash and cash equivalents
|
$
|
46,993
|
|
|
$
|
44,468
|
|
|
$
|
23,315
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
August 1, 2020
(52 weeks) |
|
August 3, 2019
(53 weeks) |
|
July 28, 2018
(52 weeks) |
||||||
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
181,815
|
|
|
$
|
183,042
|
|
|
$
|
16,471
|
|
Cash (refunds) payments for federal and state income taxes, net
|
$
|
(21,886
|
)
|
|
$
|
77,676
|
|
|
$
|
64,042
|
|
•
|
Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.
|
•
|
Level 3 Inputs—One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation.
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
||||||
Beginning balance
|
$
|
88,838
|
|
|
$
|
24,703
|
|
|
$
|
22,776
|
|
Assumed liabilities from the Supervalu acquisition
|
—
|
|
|
55,213
|
|
|
—
|
|
|||
Expense
|
44,125
|
|
|
42,764
|
|
|
14,274
|
|
|||
Claim payments
|
(36,395
|
)
|
|
(33,087
|
)
|
|
(12,347
|
)
|
|||
Reclassifications
|
4,177
|
|
|
(755
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
100,745
|
|
|
$
|
88,838
|
|
|
$
|
24,703
|
|
|
|
Balance at August 3, 2019
|
|
Adjustments due to adoption of the new lease guidance
|
|
Adjusted Balance at August 4, 2019
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
$
|
235,774
|
|
|
$
|
(14,733
|
)
|
|
$
|
221,041
|
|
Property and equipment, net
|
|
1,896,164
|
|
|
(142,541
|
)
|
|
1,753,623
|
|
|||
Operating lease assets
|
|
—
|
|
|
1,059,473
|
|
|
1,059,473
|
|
|||
Intangible assets, net
|
|
1,089,846
|
|
|
(17,671
|
)
|
|
1,072,175
|
|
|||
Deferred income taxes
|
|
$
|
34,262
|
|
|
(839
|
)
|
|
$
|
33,423
|
|
|
Total increase to assets
|
|
|
|
$
|
883,689
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Accrued expense and other current liabilities
|
|
$
|
260,531
|
|
|
$
|
(7,260
|
)
|
|
$
|
253,271
|
|
Current portion of operating lease liabilities
|
|
—
|
|
|
137,741
|
|
|
137,741
|
|
|||
Current portion of long-term debt and finance lease liabilities
|
|
112,103
|
|
|
(6,936
|
)
|
|
105,167
|
|
|||
Long-term operating lease liabilities
|
|
—
|
|
|
936,728
|
|
|
936,728
|
|
|||
Long-term finance lease obligations
|
|
108,208
|
|
|
(37,565
|
)
|
|
70,643
|
|
|||
Other long-term liabilities
|
|
394,749
|
|
|
(141,901
|
)
|
|
252,848
|
|
|||
Total stockholders’ equity
|
|
$
|
1,504,305
|
|
|
2,882
|
|
|
$
|
1,507,187
|
|
|
Total increase to liabilities and stockholders’ equity
|
|
|
|
$
|
883,689
|
|
|
|
•
|
Chains, which consists of customer accounts that typically have more than 10 operating stores and exclude stores included within the Supernatural and Other channels defined below;
|
•
|
Independent retailers, which include smaller size accounts and include single store and multiple store locations, but are not classified within Chains above or Other discussed below;
|
•
|
Supernatural, which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of Whole Foods Market;
|
•
|
Retail, which includes our Retail segment, including the Cub Foods business and the majority of the remaining Shoppers locations, excluding five Shoppers locations that are held for sale; and
|
•
|
Other, which includes international customers outside of Canada, foodservice, e-commerce, conventional military business and other sales.
|
(in millions)
|
|
Net Sales for Fiscal 2020 (52 weeks)
|
||||||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Retail
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Chains
|
|
$
|
11,982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,319
|
)
|
|
$
|
10,663
|
|
Independent retailers
|
|
6,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,699
|
|
|||||
Supernatural
|
|
4,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,720
|
|
|||||
Retail
|
|
—
|
|
|
2,331
|
|
|
—
|
|
|
—
|
|
|
2,331
|
|
|||||
Other
|
|
2,095
|
|
|
—
|
|
|
228
|
|
|
(222
|
)
|
|
2,101
|
|
|||||
Total
|
|
$
|
25,496
|
|
|
$
|
2,331
|
|
|
$
|
228
|
|
|
$
|
(1,541
|
)
|
|
$
|
26,514
|
|
(in millions)
|
|
Net Sales for Fiscal 2019(1) (53 weeks)
|
||||||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Retail
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Chains
|
|
$
|
9,749
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(937
|
)
|
|
$
|
8,812
|
|
Independent retailers
|
|
5,536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,536
|
|
|||||
Supernatural
|
|
4,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,394
|
|
|||||
Retail
|
|
—
|
|
|
1,653
|
|
|
—
|
|
|
—
|
|
|
1,653
|
|
|||||
Other
|
|
1,851
|
|
|
—
|
|
|
235
|
|
|
(174
|
)
|
|
1,912
|
|
|||||
Total
|
|
$
|
21,530
|
|
|
$
|
1,653
|
|
|
$
|
235
|
|
|
$
|
(1,111
|
)
|
|
$
|
22,307
|
|
(in millions)
|
|
Net Sales for Fiscal 2018(1) (52 weeks)
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Chains
|
|
$
|
3,299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,299
|
|
Supernatural
|
|
3,758
|
|
|
—
|
|
|
—
|
|
|
3,758
|
|
||||
Independent retailers
|
|
2,100
|
|
|
—
|
|
|
—
|
|
|
2,100
|
|
||||
Other
|
|
1,014
|
|
|
228
|
|
|
(172
|
)
|
|
1,070
|
|
||||
Total
|
|
$
|
10,171
|
|
|
$
|
228
|
|
|
$
|
(172
|
)
|
|
$
|
10,227
|
|
(1)
|
Certain prior period amounts in the above tables have been reclassified to conform with the Company’s current sales channel presentation.
|
(in thousands)
|
August 1, 2020
|
|
August 3, 2019
|
||||
Customer accounts receivable
|
$
|
1,156,694
|
|
|
$
|
1,064,502
|
|
Allowance for uncollectible receivables
|
(55,928
|
)
|
|
(20,725
|
)
|
||
Other receivables, net
|
19,433
|
|
|
23,235
|
|
||
Accounts receivable, net
|
$
|
1,120,199
|
|
|
$
|
1,067,012
|
|
|
|
|
|
||||
Notes receivable, net, included within Prepaid expenses and other current assets
|
$
|
49,268
|
|
|
$
|
11,912
|
|
Long-term notes receivable, net, included within Other assets
|
$
|
25,800
|
|
|
$
|
34,408
|
|
(in thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Balance at beginning of year
|
|
$
|
20,725
|
|
|
$
|
15,996
|
|
|
$
|
14,509
|
|
Additions charged to operating expenses
|
|
37,849
|
|
|
9,749
|
|
|
12,006
|
|
|||
Reductions of net sales
|
|
12,470
|
|
|
7,061
|
|
|
—
|
|
|||
Deductions
|
|
(15,116
|
)
|
|
(12,081
|
)
|
|
(10,519
|
)
|
|||
Balance at end of year
|
|
$
|
55,928
|
|
|
$
|
20,725
|
|
|
$
|
15,996
|
|
(in thousands)
|
|
Final Acquisition Date Fair Values As Recast
|
||
Consideration:
|
|
|
||
Outstanding shares
|
|
$
|
1,258,450
|
|
Outstanding debt, excluding acquired senior notes
|
|
1,046,170
|
|
|
Equity-based awards
|
|
18,411
|
|
|
Total consideration
|
|
$
|
2,323,031
|
|
|
|
|
||
Fair value of assets acquired and liabilities assumed:
|
|
|
||
Cash and cash equivalents
|
|
$
|
27,142
|
|
Accounts receivable
|
|
554,311
|
|
|
Inventories
|
|
1,274,624
|
|
|
Prepaid expenses and other current assets
|
|
118,283
|
|
|
Current assets of discontinued operations
|
|
69,201
|
|
|
Property, plant and equipment
|
|
1,457,951
|
|
|
Goodwill
|
|
376,181
|
|
|
Intangible assets
|
|
967,003
|
|
|
Other assets
|
|
77,093
|
|
|
Long-term assets of discontinued operations
|
|
134,019
|
|
|
Accounts payable
|
|
(1,020,328
|
)
|
|
Current portion of long-term debt and finance lease obligations
|
|
(579,565
|
)
|
|
Other current liabilities
|
|
(380,239
|
)
|
|
Current liabilities of discontinued operations
|
|
(54,142
|
)
|
|
Long-term debt
|
|
(34,355
|
)
|
|
Long-term finance lease obligations
|
|
(103,289
|
)
|
|
Pension and other postretirement benefit obligations
|
|
(234,324
|
)
|
|
Deferred income taxes
|
|
(18,254
|
)
|
|
Other long-term liabilities
|
|
(309,144
|
)
|
|
Long-term liabilities of discontinued operations
|
|
(770
|
)
|
|
Noncontrolling interests
|
|
1,633
|
|
|
Total consideration
|
|
2,323,031
|
|
|
Less: Cash and cash equivalents(1)
|
|
(30,596
|
)
|
|
Total consideration, net of cash and cash equivalents acquired
|
|
$
|
2,292,435
|
|
(1)
|
Includes cash and cash equivalents acquired attributable to continuing operations and discontinued operations.
|
|
|
|
|
Final Acquisition Date Fair Values As Recast
|
||||||
(in thousands)
|
|
Estimated Useful Life
|
|
Continuing Operations
|
|
Discontinued Operations
|
||||
Customer relationship assets
|
|
10-17 years
|
|
$
|
810,000
|
|
|
$
|
—
|
|
Favorable operating leases
|
|
1-19 years
|
|
21,629
|
|
|
—
|
|
||
Leases in place
|
|
1-8 years
|
|
10,474
|
|
|
—
|
|
||
Tradenames
|
|
2-9 years
|
|
82,000
|
|
|
1,000
|
|
||
Pharmacy prescription files
|
|
5-7 years
|
|
32,900
|
|
|
13,000
|
|
||
Non-compete agreement
|
|
2 years
|
|
10,000
|
|
|
—
|
|
||
Unfavorable operating leases
|
|
1-12 years
|
|
(21,754
|
)
|
|
—
|
|
||
Total
|
|
|
|
$
|
945,249
|
|
|
$
|
14,000
|
|
(unaudited, in thousands, except per share data)
|
|
August 3, 2019
As Recast (1)
(53 weeks)
|
|
July 28, 2018
As Recast (2)
(52 weeks)
|
||||
Net sales
|
|
$
|
25,639,516
|
|
|
$
|
25,189,850
|
|
Net (loss) income from continuing operations
|
|
$
|
(225,544
|
)
|
|
$
|
48,394
|
|
Basic net (loss) income from continuing operations per share
|
|
$
|
(4.40
|
)
|
|
$
|
0.96
|
|
Diluted net (loss) income from continuing operations per share
|
|
$
|
(4.40
|
)
|
|
$
|
0.95
|
|
(1)
|
Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018.
|
(2)
|
Includes 52 weeks of pro forma Supervalu results for the period ended July 28, 2018, including 19 weeks of pro forma Associated Grocers of Florida, Inc. results, which was acquired by Supervalu on December 8, 2017.
|
(in thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
2019 SUPERVALU INC. restructuring expenses
|
|
$
|
4,898
|
|
|
$
|
74,414
|
|
|
$
|
—
|
|
Integration and acquisition costs
|
|
41,610
|
|
|
51,245
|
|
|
4,967
|
|
|||
Closed property charges and costs
|
|
39,875
|
|
|
22,536
|
|
|
—
|
|
|||
2018 Earth Origins Market restructuring expenses and loss on sale
|
|
—
|
|
|
—
|
|
|
4,771
|
|
|||
Total
|
|
$
|
86,383
|
|
|
$
|
148,195
|
|
|
$
|
9,738
|
|
(in thousands)
|
|
2019 SUPERVALU INC.
|
|
2018 Earth Origins Market
|
|
2017 Cost Saving and Efficiency Initiatives
|
|
Total
|
||||||||
Balances at July 28, 2018
|
|
$
|
—
|
|
|
$
|
383
|
|
|
$
|
701
|
|
|
$
|
1,084
|
|
Restructuring program charge(1)
|
|
74,414
|
|
|
—
|
|
|
—
|
|
|
74,414
|
|
||||
Acquired restructuring liability
|
|
12,573
|
|
|
—
|
|
|
—
|
|
|
12,573
|
|
||||
Cash payments
|
|
(75,130
|
)
|
|
—
|
|
|
|
|
(75,130
|
)
|
|||||
Balances at August 3, 2019
|
|
11,857
|
|
|
383
|
|
|
701
|
|
|
12,941
|
|
||||
Restructuring program charge
|
|
4,898
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
||||
Cash payments
|
|
(13,217
|
)
|
|
(383
|
)
|
|
(701
|
)
|
|
(14,301
|
)
|
||||
Balances at August 1, 2020
|
|
$
|
3,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,538
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cumulative program charges incurred from inception to date
|
|
$
|
79,312
|
|
|
$
|
2,219
|
|
|
$
|
6,864
|
|
|
$
|
88,395
|
|
(1)
|
Includes $43.0 million of charges related to change-in-control expense to satisfy outstanding equity awards and severance related costs.
|
(in thousands)
|
|
Original
Estimated
Useful Lives
|
|
2020
|
|
2019
|
||||
Land
|
|
|
|
$
|
142,737
|
|
|
$
|
177,970
|
|
Buildings and improvements
|
|
20-40 years
|
|
970,528
|
|
|
1,081,887
|
|
||
Leasehold improvements
|
|
5-20 years
|
|
205,537
|
|
|
151,311
|
|
||
Equipment
|
|
3-30 years
|
|
878,483
|
|
|
768,800
|
|
||
Motor vehicles
|
|
3-7 years
|
|
74,395
|
|
|
76,186
|
|
||
Finance lease assets
|
|
1-11 years
|
|
161,395
|
|
|
114,107
|
|
||
Construction in progress
|
|
|
|
79,145
|
|
|
169,999
|
|
||
Property and equipment
|
|
|
|
2,512,220
|
|
|
2,540,260
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
811,004
|
|
|
644,096
|
|
||
Property and equipment, net
|
|
|
|
$
|
1,701,216
|
|
|
$
|
1,896,164
|
|
(in thousands)
|
|
Wholesale
|
|
Other
|
|
Total
|
||||||
Goodwill as of July 28, 2018(1)(2)
|
|
$
|
352,342
|
|
|
$
|
10,153
|
|
|
$
|
362,495
|
|
Goodwill from current fiscal year business combinations
|
|
374,757
|
|
|
—
|
|
|
374,757
|
|
|||
Impairment charge
|
|
(292,757
|
)
|
|
—
|
|
|
(292,757
|
)
|
|||
Other adjustments
|
|
(1,951
|
)
|
|
—
|
|
|
(1,951
|
)
|
|||
Change in foreign exchange rates
|
|
(288
|
)
|
|
—
|
|
|
(288
|
)
|
|||
Goodwill as of August 3, 2019(1)(2)
|
|
432,103
|
|
|
10,153
|
|
|
442,256
|
|
|||
Goodwill adjustment from prior fiscal year business combinations
|
|
1,424
|
|
|
—
|
|
|
1,424
|
|
|||
Impairment charge
|
|
(423,712
|
)
|
|
(293
|
)
|
|
(424,005
|
)
|
|||
Change in foreign exchange rates
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
|||
Goodwill as of August 1, 2020(1)(2)
|
|
$
|
9,747
|
|
|
$
|
9,860
|
|
|
$
|
19,607
|
|
(1)
|
Wholesale amounts are net of accumulated goodwill impairment charges of $0.0 million, $292.8 million and $716.5 million for fiscal 2018, 2019 and 2020, respectively.
|
(2)
|
Other amounts are net of accumulated goodwill impairment charges of $9.3 million, $9.3 million and $9.6 million for fiscal 2018, 2019 and 2020, respectively.
|
|
2020
|
|
2019
|
||||||||||||||||||||
(in thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
1,007,118
|
|
|
$
|
172,832
|
|
|
$
|
834,286
|
|
|
$
|
1,007,089
|
|
|
$
|
111,940
|
|
|
$
|
895,149
|
|
Pharmacy prescription files
|
32,900
|
|
|
7,964
|
|
|
24,936
|
|
|
32,900
|
|
|
—
|
|
|
32,900
|
|
||||||
Non-compete agreements
|
12,900
|
|
|
11,500
|
|
|
1,400
|
|
|
12,900
|
|
|
6,237
|
|
|
6,663
|
|
||||||
Operating lease intangibles
|
8,193
|
|
|
4,020
|
|
|
4,173
|
|
|
32,103
|
|
|
2,321
|
|
|
29,782
|
|
||||||
Trademarks and tradenames
|
83,700
|
|
|
34,708
|
|
|
48,992
|
|
|
83,700
|
|
|
14,161
|
|
|
69,539
|
|
||||||
Total amortizing intangible assets
|
1,144,811
|
|
|
231,024
|
|
|
913,787
|
|
|
1,168,692
|
|
|
134,659
|
|
|
1,034,033
|
|
||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and tradenames
|
55,813
|
|
|
—
|
|
|
55,813
|
|
|
55,813
|
|
|
—
|
|
|
55,813
|
|
||||||
Intangibles assets, net
|
$
|
1,200,624
|
|
|
$
|
231,024
|
|
|
$
|
969,600
|
|
|
$
|
1,224,505
|
|
|
$
|
134,659
|
|
|
$
|
1,089,846
|
|
Fiscal Year:
|
(In thousands)
|
||
2021
|
$
|
78,185
|
|
2022
|
72,170
|
|
|
2023
|
71,950
|
|
|
2024
|
72,417
|
|
|
2025
|
70,305
|
|
|
Thereafter
|
548,760
|
|
|
|
$
|
913,787
|
|
|
|
|
|
Fair Value at August 1, 2020
|
||||||||||
(In thousands)
|
|
Consolidated Balance Sheets Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||
Foreign currency derivatives not designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Fuel derivatives designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
Foreign currency derivatives designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
Fuel derivatives designated as hedging instruments
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
Mutual funds
|
|
Other assets
|
|
$
|
1,678
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||
Fuel derivatives designated as hedging instruments
|
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
197
|
|
|
$
|
—
|
|
Foreign currency derivatives designated as hedging instruments
|
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
357
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
46,743
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
91,994
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value at August 3, 2019
|
||||||||||
(In thousands)
|
|
Consolidated Balance Sheets Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
389
|
|
|
$
|
—
|
|
Mutual Funds
|
|
Prepaid expenses and other current assets
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
—
|
|
Mutual Funds
|
|
Other assets
|
|
$
|
1,799
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
16,360
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
60,737
|
|
|
$
|
—
|
|
|
|
August 1, 2020
|
|
August 3, 2019
|
||||||||||||
(in thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Notes receivable, including current portion
|
|
$
|
77,598
|
|
|
$
|
78,877
|
|
|
$
|
46,320
|
|
|
$
|
46,320
|
|
Long-term debt, including current portion
|
|
$
|
2,497,626
|
|
|
$
|
2,535,851
|
|
|
$
|
2,906,483
|
|
|
$
|
2,730,271
|
|
Effective Date
|
Swap Maturity
|
|
Outstanding Notional Value (in millions)
|
|
Pay Fixed Rate
|
|
Receive Floating Rate(7)
|
|
Floating Rate Reset Terms
|
|||
October 26, 2018
|
October 31, 2020
|
|
$
|
100.0
|
|
|
2.8240
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
June 9, 2016
|
April 29, 2021
|
|
25.0
|
|
|
1.0650
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 24, 2016
|
April 29, 2021
|
|
25.0
|
|
|
0.9260
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 23, 2019
|
April 29, 2021
|
|
50.0
|
|
|
2.5500
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 2, 2019
|
June 30, 2021
|
|
100.0
|
|
|
2.2520
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 10, 2019
|
June 30, 2021
|
|
50.0
|
|
|
2.2290
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 30, 2018
|
October 29, 2021
|
|
100.0
|
|
|
2.8084
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
March 21, 2019
|
April 15, 2022
|
|
100.0
|
|
|
2.3645
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 2, 2019
|
June 30, 2022
|
|
100.0
|
|
|
2.2170
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 28, 2019
|
June 30, 2022
|
|
50.0
|
|
|
2.1840
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
August 3, 2015(1)
|
August 15, 2022
|
|
55.5
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
August 3, 2015(2)
|
August 15, 2022
|
|
37.0
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 26, 2018
|
October 31, 2022
|
|
100.0
|
|
|
2.8915
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 11, 2019
|
October 31, 2022
|
|
50.0
|
|
|
2.4678
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 23, 2019
|
October 31, 2022
|
|
50.0
|
|
|
2.5255
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 30, 2020(3)
|
October 31, 2022
|
|
—
|
|
|
0.4540
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 16, 2018
|
March 31, 2023
|
|
150.0
|
|
|
2.8950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 23, 2019
|
March 31, 2023
|
|
50.0
|
|
|
2.5292
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 29, 2021(4)
|
April 28, 2023
|
|
—
|
|
|
0.5680
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2021(5)
|
June 30, 2023
|
|
—
|
|
|
0.6070
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 30, 2018
|
September 30, 2023
|
|
50.0
|
|
|
2.8315
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 29, 2021(6)
|
October 20, 2023
|
|
—
|
|
|
0.6810
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 26, 2018
|
October 31, 2023
|
|
100.0
|
|
|
2.9210
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 11, 2019
|
March 28, 2024
|
|
100.0
|
|
|
2.4770
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 23, 2019
|
March 28, 2024
|
|
100.0
|
|
|
2.5420
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 30, 2018
|
October 31, 2024
|
|
100.0
|
|
|
2.8480
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 11, 2019
|
October 31, 2024
|
|
100.0
|
|
|
2.5010
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 24, 2019
|
October 31, 2024
|
|
50.0
|
|
|
2.5210
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 26, 2018
|
October 22, 2025
|
|
50.0
|
|
|
2.9550
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 16, 2018
|
October 22, 2025
|
|
50.0
|
|
|
2.9580
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 16, 2018
|
October 22, 2025
|
|
50.0
|
|
|
2.9590
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 24, 2019
|
October 22, 2025
|
|
50.0
|
|
|
2.5558
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
|
|
|
$
|
1,992.5
|
|
|
|
|
|
|
|
(1)
|
On March 31, 2015, the Company amended the original contract to reduce the beginning notional principal amount from $140 million to $84 million. The swap contract has an amortizing notional principal amount which is reduced by $1.5 million on a quarterly basis.
|
(2)
|
The swap contract has an amortizing notional principal amount which is reduced by $1.0 million on a quarterly basis.
|
(3)
|
This forward starting swap contract has a notional principal amount of $100.0 million.
|
(4)
|
This forward starting swap contract has a notional principal amount of $100.0 million.
|
(5)
|
This forward starting swap contract has a notional principal amount of $150.0 million.
|
(6)
|
This forward starting swap contract has a notional principal amount of $100.0 million.
|
(7)
|
For these swap contracts that are indexed to LIBOR, the Company is monitoring and evaluating risks related to the expected future cessation of LIBOR.
|
|
|
Interest Expense, net
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Total amounts of expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
|
|
$
|
191,607
|
|
|
$
|
180,789
|
|
|
$
|
16,025
|
|
(Loss) or gain on cash flow hedging relationships:
|
|
|
|
|
|
|
||||||
(Loss) or gain reclassified from comprehensive income into income
|
|
$
|
(24,505
|
)
|
|
$
|
13
|
|
|
$
|
827
|
|
Gain or (loss) on interest rate swap contracts not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Gain or (loss) recognized as interest expense
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
(in thousands)
|
Average Interest Rate at
August 1, 2020 |
|
Fiscal Maturity Year
|
|
August 1, 2020
|
|
August 3, 2019
|
||||
Term Loan Facility
|
4.41%
|
|
2026
|
|
$
|
1,773,000
|
|
|
$
|
1,864,900
|
|
ABL Credit Facility
|
1.58%
|
|
2024
|
|
756,712
|
|
|
1,080,000
|
|
||
Other secured loans
|
5.19%
|
|
2024-2025
|
|
49,268
|
|
|
57,649
|
|
||
Debt issuance costs, net
|
|
|
|
|
(45,846
|
)
|
|
(54,891
|
)
|
||
Original issue discount on debt
|
|
|
|
|
(35,508
|
)
|
|
(41,175
|
)
|
||
Long-term debt, including current portion
|
|
|
|
|
2,497,626
|
|
|
2,906,483
|
|
||
Less: current portion of long-term debt
|
|
|
|
|
(70,632
|
)
|
|
(87,433
|
)
|
||
Long-term debt
|
|
|
|
|
$
|
2,426,994
|
|
|
$
|
2,819,050
|
|
Fiscal Year
|
|
(In thousands)
|
||
2021
|
|
$
|
84,773
|
|
2022
|
|
13,465
|
|
|
2023
|
|
14,196
|
|
|
2024
|
|
764,669
|
|
|
2025
|
|
18,877
|
|
|
2026 and thereafter
|
|
1,683,000
|
|
|
|
|
$
|
2,578,980
|
|
Assets securing the ABL Credit Facility (in thousands)(1):
|
August 1, 2020
|
||
Certain inventory assets included in Inventories and Current assets of discontinued operations
|
$
|
2,270,892
|
|
Certain receivables included in Accounts receivable, net and Current assets of discontinued operations
|
$
|
1,077,682
|
|
(1)
|
The ABL Credit Facility is also secured by all of the Company’s pharmacy scripts, which are included in Intangible assets, net in the Consolidated Balance Sheets as of August 1, 2020.
|
Unused available credit and fees under the ABL Credit Facility (in thousands, except percentages):
|
August 1, 2020
|
||
Outstanding letters of credit
|
$
|
95,906
|
|
Letter of credit fees
|
1.375
|
%
|
|
Unused available credit
|
$
|
1,234,758
|
|
Unused facility fees
|
0.25
|
%
|
(in thousands)
|
Other Cash Flow Derivatives
|
|
Benefit Plans
|
|
Foreign Currency
|
|
Swap Agreements
|
|
Total
|
||||||||||
Accumulated other comprehensive (loss) income at July 29, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15,262
|
)
|
|
$
|
1,299
|
|
|
$
|
(13,963
|
)
|
Other comprehensive (loss) income before reclassifications
|
—
|
|
|
—
|
|
|
(3,791
|
)
|
|
4,219
|
|
|
428
|
|
|||||
Amortization of cash flow hedge
|
—
|
|
|
—
|
|
|
—
|
|
|
(644
|
)
|
|
(644
|
)
|
|||||
Net current period Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
(3,791
|
)
|
|
3,575
|
|
|
(216
|
)
|
|||||
Accumulated other comprehensive (loss) income at July 28, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19,053
|
)
|
|
$
|
4,874
|
|
|
$
|
(14,179
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(32,458
|
)
|
|
(1,029
|
)
|
|
(61,277
|
)
|
|
(94,764
|
)
|
|||||
Amortization of cash flow hedge
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||
Net current period Other comprehensive loss
|
—
|
|
|
(32,458
|
)
|
|
(1,029
|
)
|
|
(61,287
|
)
|
|
(94,774
|
)
|
|||||
Accumulated other comprehensive loss at August 3, 2019
|
$
|
—
|
|
|
$
|
(32,458
|
)
|
|
$
|
(20,082
|
)
|
|
$
|
(56,413
|
)
|
|
$
|
(108,953
|
)
|
Other comprehensive loss before reclassifications
|
(88
|
)
|
|
(89,152
|
)
|
|
(1,337
|
)
|
|
(62,679
|
)
|
|
(153,256
|
)
|
|||||
Amortization of amounts included in net periodic benefit income
|
—
|
|
|
(2,296
|
)
|
|
—
|
|
|
—
|
|
|
(2,296
|
)
|
|||||
Amortization of cash flow hedges
|
21
|
|
|
—
|
|
|
—
|
|
|
17,928
|
|
|
17,949
|
|
|||||
Pension settlement charge
|
—
|
|
|
8,610
|
|
|
—
|
|
|
—
|
|
|
8,610
|
|
|||||
Net current period Other comprehensive loss
|
(67
|
)
|
|
(82,838
|
)
|
|
(1,337
|
)
|
|
(44,751
|
)
|
|
(128,993
|
)
|
|||||
Accumulated other comprehensive loss at August 1, 2020
|
$
|
(67
|
)
|
|
$
|
(115,296
|
)
|
|
$
|
(21,419
|
)
|
|
$
|
(101,164
|
)
|
|
$
|
(237,946
|
)
|
(in thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
Affected Line Item on the Consolidated Statements of Operations
|
||||||
Pension and postretirement benefit plan obligations:
|
|
|
|
|
|
|
|
|
||||||
Amortization of amounts included in net periodic benefit income(1)
|
|
$
|
(3,107
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net periodic benefit income, excluding service cost
|
Pension settlement charges
|
|
11,303
|
|
|
—
|
|
|
—
|
|
|
Net periodic benefit income, excluding service cost
|
|||
Total reclassifications
|
|
8,196
|
|
|
—
|
|
|
—
|
|
|
|
|||
Income tax benefit
|
|
1,882
|
|
|
—
|
|
|
—
|
|
|
(Benefit) provision for income taxes
|
|||
Total reclassifications, net of tax
|
|
$
|
6,314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swap agreements:
|
|
|
|
|
|
|
|
|
||||||
Reclassification of cash flow hedge
|
|
$
|
24,505
|
|
|
$
|
(13
|
)
|
|
$
|
(827
|
)
|
|
Interest expense, net
|
Income tax benefit (expense)
|
|
6,577
|
|
|
(3
|
)
|
|
(183
|
)
|
|
(Benefit) provision for income taxes
|
|||
Total reclassifications, net of tax
|
|
$
|
17,928
|
|
|
$
|
(10
|
)
|
|
$
|
(644
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Reclassification of cash flow hedge
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cost of sales
|
Income tax benefit
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(Benefit) provision for income taxes
|
|||
Total reclassifications, net of tax
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(1)
|
Amortization of amounts included in net periodic benefit income include amortization of prior service benefit and amortization of net actuarial loss as reflected in Note 14—Benefit Plans.
|
Lease Type
|
|
Consolidated Balance Sheets Location
|
|
August 1, 2020
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
982,808
|
|
Finance lease assets
|
|
Property and equipment, net
|
|
129,517
|
|
|
Total lease assets
|
|
|
|
$
|
1,112,325
|
|
|
|
|
|
|
||
Operating liabilities
|
|
Current portion of operating lease liabilities
|
|
$
|
131,022
|
|
Finance liabilities
|
|
Current portion of long-term debt and finance lease liabilities
|
|
12,746
|
|
|
Operating liabilities
|
|
Long-term operating lease liabilities
|
|
873,990
|
|
|
Finance liabilities
|
|
Long-term finance lease liabilities
|
|
143,303
|
|
|
Total lease liabilities
|
|
|
|
$
|
1,161,061
|
|
(in thousands)
|
|
Consolidated Statements of Operations Location
|
|
August 1, 2020
|
||
Operating lease cost
|
|
Operating expenses
|
|
$
|
223,016
|
|
Short-term lease cost
|
|
Operating expenses
|
|
30,992
|
|
|
Variable lease cost
|
|
Operating expenses
|
|
151,065
|
|
|
Sublease income
|
|
Operating expenses
|
|
(3,504
|
)
|
|
Sublease income
|
|
Net sales
|
|
(22,543
|
)
|
|
Other sublease income, net
|
|
Restructuring, acquisition and integration related expenses(2)
|
|
(5,075
|
)
|
|
Net operating lease cost(1)
|
|
|
|
373,951
|
|
|
Amortization of leased assets
|
|
Operating expenses
|
|
16,052
|
|
|
Interest on lease liabilities
|
|
Interest expense, net
|
|
11,617
|
|
|
Finance lease cost
|
|
|
|
27,669
|
|
|
Total net lease cost
|
|
|
|
$
|
401,620
|
|
(1)
|
Rent expense as presented here includes $6.8 million in fiscal 2020 of operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense to be included within continuing operations, as the Company expects to remain primarily obligated under these leases. Rent expense as presented here also includes immaterial amounts of variable lease expense of discontinued operations.
|
(2)
|
Includes $35.5 million of lease expense and $(40.6) million of lease income that is recorded within Restructuring, acquisition and integration related expenses for assigned leases related to previously sold locations and surplus, non-operating properties for which the Company is restructuring its obligations.
|
(in thousands)
|
2019
|
|
2018
|
||||
Rent expense(1)
|
$
|
211,807
|
|
|
$
|
88,697
|
|
Less subtenant rentals recorded in Net sales
|
(17,475
|
)
|
|
—
|
|
||
Less subtenant rentals recorded in Operating expenses
|
(13,683
|
)
|
|
(1,649
|
)
|
||
Total net rent expense
|
$
|
180,649
|
|
|
$
|
87,048
|
|
(1)
|
Rent expense as presented here includes $9.5 million and $0.0 million in fiscal 2019 and 2018, respectively, of operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense to be included within continuing operations, as we expect to remain primarily obligated under these leases.
|
|
|
Lease Liabilities
|
|
Lease Receipts
|
|
Net Lease Obligations
|
||||||||||||||||||
Fiscal Year
|
|
Operating Leases(1)
|
|
Finance Leases(2)
|
|
Operating Leases
|
|
Finance Leases
|
|
Operating Leases
|
|
Finance Leases
|
||||||||||||
2021
|
|
$
|
226,081
|
|
|
$
|
23,801
|
|
|
$
|
(51,750
|
)
|
|
$
|
—
|
|
|
$
|
174,331
|
|
|
$
|
23,801
|
|
2022
|
|
217,353
|
|
|
118,812
|
|
|
(46,642
|
)
|
|
—
|
|
|
170,711
|
|
|
118,812
|
|
||||||
2023
|
|
184,360
|
|
|
14,717
|
|
|
(36,361
|
)
|
|
—
|
|
|
147,999
|
|
|
14,717
|
|
||||||
2024
|
|
157,528
|
|
|
13,602
|
|
|
(28,347
|
)
|
|
—
|
|
|
129,181
|
|
|
13,602
|
|
||||||
2025
|
|
114,577
|
|
|
9,316
|
|
|
(18,155
|
)
|
|
—
|
|
|
96,422
|
|
|
9,316
|
|
||||||
Thereafter
|
|
868,870
|
|
|
6,239
|
|
|
(45,093
|
)
|
|
—
|
|
|
823,777
|
|
|
6,239
|
|
||||||
Total undiscounted lease liabilities and receipts
|
|
$
|
1,768,769
|
|
|
$
|
186,487
|
|
|
$
|
(226,348
|
)
|
|
$
|
—
|
|
|
$
|
1,542,421
|
|
|
$
|
186,487
|
|
Less interest(3)
|
|
(763,757
|
)
|
|
(30,438
|
)
|
|
|
|
|
|
|
|
|
||||||||||
Present value of lease liabilities
|
|
1,005,012
|
|
|
156,049
|
|
|
|
|
|
|
|
|
|
||||||||||
Less current lease liabilities
|
|
(131,022
|
)
|
|
(12,746
|
)
|
|
|
|
|
|
|
|
|
||||||||||
Long-term lease liabilities
|
|
$
|
873,990
|
|
|
$
|
143,303
|
|
|
|
|
|
|
|
|
|
(1)
|
Operating lease payments include $11.4 million related to extension options that are reasonably certain of being exercised and exclude $23.0 million of legally binding minimum lease payments for leases signed but not yet commenced.
|
(2)
|
Finance lease payments include $0.0 million related to extension options that are reasonably certain of being exercised and exclude $0.4 million of legally binding minimum lease payments for leases signed but not yet commenced. This table excludes a $59.5 million payment related to a facility the Company is deemed the accounting owner, which is recognized as a residual obligation, and is subject to an underlying lease.
|
(3)
|
Calculated using the interest rate for each lease.
|
|
|
Lease Obligations
|
|
Lease Receipts
|
|
Net Lease Obligations
|
||||||||||||||||||
Fiscal Year
|
|
Operating Leases
|
|
Capital Leases
|
|
Operating Leases
|
|
Capital Leases
|
|
Operating Leases
|
|
Capital Leases
|
||||||||||||
2020
|
|
$
|
223,612
|
|
|
$
|
41,550
|
|
|
$
|
(55,922
|
)
|
|
$
|
(319
|
)
|
|
$
|
167,690
|
|
|
$
|
41,231
|
|
2021
|
|
190,845
|
|
|
32,804
|
|
|
(41,425
|
)
|
|
—
|
|
|
149,420
|
|
|
32,804
|
|
||||||
2022
|
|
179,326
|
|
|
29,869
|
|
|
(35,998
|
)
|
|
—
|
|
|
143,328
|
|
|
29,869
|
|
||||||
2023
|
|
154,812
|
|
|
26,699
|
|
|
(25,591
|
)
|
|
—
|
|
|
129,221
|
|
|
26,699
|
|
||||||
2024
|
|
135,795
|
|
|
23,095
|
|
|
(18,183
|
)
|
|
—
|
|
|
117,612
|
|
|
23,095
|
|
||||||
Thereafter
|
|
1,063,674
|
|
|
46,999
|
|
|
(59,186
|
)
|
|
—
|
|
|
1,004,488
|
|
|
46,999
|
|
||||||
Total future minimum obligations (receipts)
|
|
$
|
1,948,064
|
|
|
$
|
201,016
|
|
|
$
|
(236,305
|
)
|
|
$
|
(319
|
)
|
|
$
|
1,711,759
|
|
|
$
|
200,697
|
|
Less interest
|
|
|
|
(68,138
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Present value of capital lease obligations
|
|
|
|
132,878
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less current capital lease obligations
|
|
|
|
(24,670
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Long-term capital lease obligations
|
|
|
|
$
|
108,208
|
|
|
|
|
|
|
|
|
|
Other Information
|
|
|
||
(in thousands)
|
|
2020
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
231,272
|
|
Operating cash flows from finance leases
|
|
9,334
|
|
|
Financing cash flows from finance leases
|
|
19,972
|
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
|
93,060
|
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
195,087
|
|
(in thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Restricted stock awards
|
|
$
|
23,260
|
|
|
$
|
22,979
|
|
|
$
|
19,872
|
|
Supervalu replacement awards(1)
|
|
9,046
|
|
|
14,304
|
|
|
—
|
|
|||
Performance-based share awards
|
|
1,494
|
|
|
3,013
|
|
|
5,569
|
|
|||
Stock option awards
|
|
(111
|
)
|
|
199
|
|
|
342
|
|
|||
Share-based compensation expense recorded in Operating expenses
|
|
33,689
|
|
|
40,495
|
|
|
25,783
|
|
|||
Income tax benefit
|
|
(9,043
|
)
|
|
(10,458
|
)
|
|
(6,538
|
)
|
|||
Share-based compensation expense, net of tax
|
|
$
|
24,646
|
|
|
$
|
30,037
|
|
|
$
|
19,245
|
|
|
|
|
|
|
|
|
||||||
Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses(2)
|
|
$
|
1,023
|
|
|
$
|
33,021
|
|
|
$
|
107
|
|
Income tax benefit
|
|
(275
|
)
|
|
(8,870
|
)
|
|
(29
|
)
|
|||
Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses, net of tax
|
|
$
|
748
|
|
|
$
|
24,151
|
|
|
$
|
78
|
|
(1)
|
Amounts are derived entirely from liability classified awards.
|
(2)
|
Includes liability classified awards of $1.0 million and equity classified awards of $0.0 million for fiscal 2020, and liability classified awards $31.7 million and equity classified awards of $1.4 million for fiscal 2019. Amounts recorded in fiscal 2018 are derived entirely from equity classified awards.
|
|
|
Number
of Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
Outstanding at July 29, 2017
|
|
1,270,111
|
|
|
$
|
44.56
|
|
Granted
|
|
716,952
|
|
|
40.06
|
|
|
Vested
|
|
(434,730
|
)
|
|
47.24
|
|
|
Forfeited
|
|
(207,731
|
)
|
|
41.38
|
|
|
Outstanding at July 28 2018
|
|
1,344,602
|
|
|
41.78
|
|
|
Supervalu replacement awards
|
|
4,301,233
|
|
|
32.50
|
|
|
Granted
|
|
1,665,233
|
|
|
23.30
|
|
|
Vested
|
|
(2,038,290
|
)
|
|
34.81
|
|
|
Forfeited
|
|
(852,045
|
)
|
|
30.83
|
|
|
Outstanding at August 3, 2019
|
|
4,420,733
|
|
|
31.11
|
|
|
Granted
|
|
6,058,519
|
|
|
7.67
|
|
|
Vested
|
|
(1,043,628
|
)
|
|
20.59
|
|
|
Forfeited
|
|
(2,018,975
|
)
|
|
12.39
|
|
|
Outstanding at August 1, 2020
|
|
7,416,649
|
|
|
$
|
18.54
|
|
(in thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Intrinsic value of restricted stock units vested
|
|
$
|
21,007
|
|
|
$
|
36,071
|
|
|
$
|
12,420
|
|
|
Number
of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at beginning of year
|
1,769,237
|
|
|
$
|
43.06
|
|
|
|
|
|
||
Exercised
|
(3,519
|
)
|
|
14.77
|
|
|
|
|
|
|
||
Forfeited
|
(429,225
|
)
|
|
51.52
|
|
|
|
|
|
|
||
Canceled
|
(206,420
|
)
|
|
46.75
|
|
|
|
|
|
|
||
Outstanding at end of year
|
1,130,073
|
|
|
46.46
|
|
|
4.4 years
|
|
$
|
—
|
|
|
Exercisable at end of year
|
1,130,073
|
|
|
$
|
46.46
|
|
|
4.4 years
|
|
$
|
—
|
|
|
|
2020
|
|
2019
|
||||||||||||
(in thousands)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
Changes in Benefit Obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit Obligation at beginning of year
|
|
$
|
2,709,274
|
|
|
$
|
37,682
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Benefit obligation at acquisition date of October 22, 2018
|
|
—
|
|
|
—
|
|
|
2,499,954
|
|
|
52,276
|
|
||||
Plan amendment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,199
|
)
|
||||
Service cost
|
|
—
|
|
|
54
|
|
|
—
|
|
|
173
|
|
||||
Interest cost
|
|
57,495
|
|
|
943
|
|
|
75,706
|
|
|
1,447
|
|
||||
Actuarial loss (gain)
|
|
276,635
|
|
|
719
|
|
|
249,899
|
|
|
(9,836
|
)
|
||||
Settlements paid
|
|
(689,989
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(93,928
|
)
|
|
(2,285
|
)
|
|
(116,285
|
)
|
|
(2,179
|
)
|
||||
Benefit obligation at end of year
|
|
2,259,487
|
|
|
37,113
|
|
|
2,709,274
|
|
|
37,682
|
|
||||
Changes in Plan Assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
2,496,547
|
|
|
11,243
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at acquisition date of October 22, 2018
|
|
—
|
|
|
—
|
|
|
2,305,020
|
|
|
11,586
|
|
||||
Actual return on plan assets
|
|
261,839
|
|
|
845
|
|
|
303,696
|
|
|
260
|
|
||||
Employer contributions
|
|
16,099
|
|
|
2,601
|
|
|
4,116
|
|
|
1,636
|
|
||||
Settlements paid
|
|
(689,989
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(93,928
|
)
|
|
(2,285
|
)
|
|
(116,285
|
)
|
|
(2,239
|
)
|
||||
Fair value of plan assets at end of year
|
|
1,990,568
|
|
|
12,404
|
|
|
2,496,547
|
|
|
11,243
|
|
||||
Unfunded status at end of year
|
|
$
|
(268,919
|
)
|
|
$
|
(24,709
|
)
|
|
$
|
(212,727
|
)
|
|
$
|
(26,439
|
)
|
|
|
2020
|
|
2019
|
||||||||||||
(in thousands)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
Net Periodic Benefit (Income) Cost
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
173
|
|
Interest cost
|
|
57,495
|
|
|
943
|
|
|
75,706
|
|
|
1,447
|
|
||||
Expected return on plan assets
|
|
(105,596
|
)
|
|
(215
|
)
|
|
(111,695
|
)
|
|
(184
|
)
|
||||
Amortization of net actuarial gain
|
|
—
|
|
|
(3,107
|
)
|
|
—
|
|
|
—
|
|
||||
Pension settlement charge
|
|
11,303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit (income) cost
|
|
(36,798
|
)
|
|
(2,325
|
)
|
|
(35,989
|
)
|
|
1,436
|
|
||||
Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive (Loss) Income
|
|
|
|
|
|
|
|
|
||||||||
Prior service benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,199
|
)
|
||||
Amortization of prior service benefit
|
|
—
|
|
|
1,400
|
|
|
—
|
|
|
—
|
|
||||
Net actuarial loss (gain)
|
|
108,990
|
|
|
89
|
|
|
57,902
|
|
|
(9,912
|
)
|
||||
Amortization of net actuarial loss
|
|
—
|
|
|
1,707
|
|
|
—
|
|
|
—
|
|
||||
Total expense (benefit) recognized in Other comprehensive (loss) income
|
|
108,990
|
|
|
3,196
|
|
|
57,902
|
|
|
(14,111
|
)
|
||||
Total expense (benefit) recognized in net periodic benefit cost (income) and Other comprehensive (loss) income
|
|
$
|
72,192
|
|
|
$
|
871
|
|
|
$
|
21,913
|
|
|
$
|
(12,675
|
)
|
|
|
August 1, 2020
|
|
August 3, 2019
|
||||||||||||
(in thousands)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
Accrued compensation and benefits
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
1,900
|
|
|
$
|
—
|
|
Pension and other postretirement benefit obligations
|
|
267,419
|
|
|
24,709
|
|
|
210,827
|
|
|
26,439
|
|
||||
Total
|
|
$
|
268,919
|
|
|
$
|
24,709
|
|
|
$
|
212,727
|
|
|
$
|
26,439
|
|
|
|
2020
|
|
2019
|
||
Benefit obligation assumptions:
|
|
|
|
|
||
Discount rate
|
|
1.74% - 2.37%
|
|
|
2.99% - 3.49%
|
|
Net periodic benefit cost assumptions:
|
|
|
|
|
||
Discount rate
|
|
2.99% - 3.49%
|
|
|
4.30% - 4.42%
|
|
Rate of compensation increase
|
|
—
|
|
|
—
|
%
|
Expected return on plan assets(1)
|
|
2.00% - 5.75%
|
|
|
2.25% - 6.50%
|
|
(1)
|
Expected return on plan assets is estimated by utilizing forward-looking, long-term return, risk and correlation assumptions developed and updated annually by the Company. These assumptions are weighted by the actual or target allocation to each underlying asset class represented in the pension plan asset portfolio. We also assess the expected long-term return on plan assets assumption by comparison to long-term historical performance on an asset class to ensure the assumption is reasonable. Long-term trends are also evaluated relative to market factors such as inflation, interest rates, and fiscal and monetary policies in order to assess the capital market assumptions.
|
Asset Category
|
|
Target
|
|
2020
|
|
2019
|
|||
Domestic equity
|
|
22.4
|
%
|
|
22.6
|
%
|
|
22.1
|
%
|
International equity
|
|
6.8
|
%
|
|
6.0
|
%
|
|
6.2
|
%
|
Private equity
|
|
5.3
|
%
|
|
4.7
|
%
|
|
4.2
|
%
|
Fixed income
|
|
59.7
|
%
|
|
60.4
|
%
|
|
62.3
|
%
|
Real estate
|
|
5.8
|
%
|
|
6.3
|
%
|
|
5.2
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV as a Practical Expedient
|
|
Total
|
||||||||||
Common stock
|
|
$
|
334,194
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
334,194
|
|
Common collective trusts
|
|
—
|
|
|
901,258
|
|
|
—
|
|
|
59,454
|
|
|
960,712
|
|
|||||
Corporate bonds
|
|
—
|
|
|
310,694
|
|
|
—
|
|
|
—
|
|
|
310,694
|
|
|||||
Government securities
|
|
—
|
|
|
131,424
|
|
|
—
|
|
|
—
|
|
|
131,424
|
|
|||||
Mutual funds
|
|
456
|
|
|
42,867
|
|
|
—
|
|
|
—
|
|
|
43,323
|
|
|||||
Mortgage-backed securities
|
|
—
|
|
|
3,979
|
|
|
—
|
|
|
—
|
|
|
3,979
|
|
|||||
Other
|
|
10,314
|
|
|
23,137
|
|
|
—
|
|
|
—
|
|
|
33,451
|
|
|||||
Private equity and real estate partnerships
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,791
|
|
|
172,791
|
|
|||||
Total plan assets at fair value
|
|
$
|
344,964
|
|
|
$
|
1,413,359
|
|
|
$
|
—
|
|
|
$
|
232,245
|
|
|
$
|
1,990,568
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV as a Practical Expedient
|
|
Total
|
||||||||||
Common stock
|
|
$
|
397,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397,800
|
|
Common collective trusts
|
|
—
|
|
|
1,046,590
|
|
|
—
|
|
|
83,504
|
|
|
1,130,094
|
|
|||||
Corporate bonds
|
|
—
|
|
|
362,251
|
|
|
—
|
|
|
—
|
|
|
362,251
|
|
|||||
Government securities
|
|
—
|
|
|
248,872
|
|
|
—
|
|
|
—
|
|
|
248,872
|
|
|||||
Mutual funds
|
|
469
|
|
|
62,254
|
|
|
—
|
|
|
—
|
|
|
62,723
|
|
|||||
Mortgage-backed securities
|
|
—
|
|
|
10,920
|
|
|
—
|
|
|
—
|
|
|
10,920
|
|
|||||
Other
|
|
5,603
|
|
|
73,745
|
|
|
—
|
|
|
—
|
|
|
79,348
|
|
|||||
Private equity and real estate partnerships
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204,539
|
|
|
204,539
|
|
|||||
Total plan assets at fair value
|
|
$
|
403,872
|
|
|
$
|
1,804,632
|
|
|
$
|
—
|
|
|
$
|
288,043
|
|
|
$
|
2,496,547
|
|
Fiscal Year
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
2021
|
|
$
|
117,700
|
|
|
$
|
3,800
|
|
2022
|
|
112,900
|
|
|
3,600
|
|
||
2023
|
|
114,500
|
|
|
3,400
|
|
||
2024
|
|
118,000
|
|
|
3,200
|
|
||
2025
|
|
123,200
|
|
|
3,000
|
|
||
Years 2026-2030
|
|
592,300
|
|
|
12,000
|
|
|
|
Post-Employment Benefits
|
||||||
|
|
August 1, 2020
|
|
August 3, 2019
|
||||
Accrued compensation and benefits
|
|
$
|
2,356
|
|
|
$
|
2,356
|
|
Other long-term liabilities
|
|
5,053
|
|
|
5,053
|
|
||
Total
|
|
$
|
7,409
|
|
|
$
|
7,409
|
|
a.
|
Assets contributed to the multiemployer plan by one employer are held in trust and may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If we choose to stop participating in some multiemployer plans, or make market exits or closures or otherwise have participation in the plan drop below certain levels, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
|
|
|
Pension Protection Act Zone Status
|
|
|
|
Contributions
|
|
|
|
|
||||||
Pension Fund
|
EIN-Pension
Plan Number |
|
Plan
Month/Day End Date |
|
2020
|
|
FIP/RP Status Pending/Implemented
|
|
2020
|
|
2019
|
|
Surcharges Imposed(1)
|
|
Amortization Provisions
|
||||
Minneapolis Food Distributing Industry Pension Plan
|
416047047-001
|
|
12/31
|
|
Green
|
|
No
|
|
$
|
11
|
|
|
$
|
8
|
|
|
No
|
|
☐
|
Minneapolis Retail Meat Cutters and Food Handlers Pension Fund
|
410905139-001
|
|
2/28
|
|
Red
|
|
Implemented
|
|
9
|
|
|
7
|
|
|
No
|
|
☒
|
||
Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Fund
|
832598425-001
|
|
12/31
|
|
NA
|
|
NA
|
|
3
|
|
|
1
|
|
|
NA
|
|
☐
|
||
Central States, Southeast and Southwest Areas Pension Fund
|
366044243-001
|
|
12/31
|
|
Deep Red
|
|
Implemented
|
|
6
|
|
|
5
|
|
|
No
|
|
☒
|
||
UFCW Unions and Participating Employer Pension Fund(2)
|
526117495-001
|
|
12/31
|
|
Red
|
|
Implemented
|
|
7
|
|
|
4
|
|
|
No
|
|
☐
|
||
Western Conference of Teamsters Pension Plan Trust
|
916145047-001
|
|
12/31
|
|
Green
|
|
No
|
|
13
|
|
|
12
|
|
|
No
|
|
☐
|
||
UFCW Unions and Employers Pension Plan
|
396069053-001
|
|
10/31
|
|
Deep Red
|
|
Implemented
|
|
1
|
|
|
1
|
|
|
No
|
|
☒
|
||
All Other Multiemployer Pension Plans(3)
|
|
|
|
|
|
|
|
|
2
|
|
|
3
|
|
|
|
|
|
||
Total
|
|
|
|
|
|
|
|
|
$
|
52
|
|
|
$
|
41
|
|
|
|
|
|
(1)
|
PPA surcharges are 5 percent or 10 percent of eligible contributions and may not apply to all collective bargaining agreements or total contributions to each plan.
|
(2)
|
These multiemployer pension plans are associated with continued and discontinued operations.
|
(3)
|
All Other Multiemployer Pension Plans include 7 plans, none of which is individually significant when considering contributions to the plan, severity of the underfunded status or other factors.
|
|
|
|
|
|
Most Significant Collective Bargaining Agreement
|
|
|
||||
Pension Fund
|
Range of Collective Bargaining Agreement Expiration Dates
|
|
Total Collective Bargaining Agreements
|
|
Expiration Date
|
|
% of Associates under Collective Bargaining Agreement (1)
|
|
Over 5% Contributions 2020
|
||
Minneapolis Food Distributing Industry Pension Plan
|
5/31/2022
|
|
1
|
|
|
5/31/2022
|
|
100.0
|
%
|
|
☒
|
Minneapolis Retail Meat Cutters and Food Handlers Pension Fund
|
3/4/2023
|
|
1
|
|
|
3/4/2023
|
|
100.0
|
%
|
|
☒
|
Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Fund
|
3/4/2023
|
|
1
|
|
|
3/4/2023
|
|
100.0
|
%
|
|
☒
|
Central States, Southeast and Southwest Areas Pension Fund
|
9/14/2019 - 5/31/2025
|
|
4
|
|
|
8/3/2024
|
|
39.2
|
%
|
|
☐
|
UFCW Unions and Participating Employer Pension Fund(2)
|
11/8/2020
|
|
2
|
|
|
11/8/2020
|
|
66.2
|
%
|
|
☒
|
Western Conference of Teamsters Pension Plan Trust
|
5/31/2020 - 4/22/2023
|
|
15
|
|
|
9/19/2020
|
|
20.7
|
%
|
|
☐
|
UFCW Unions and Employers Pension Plan
|
4/9/2022
|
|
1
|
|
|
4/9/2022
|
|
100.0
|
%
|
|
☒
|
(1)
|
Company participating employees in the most significant collective bargaining agreement as a percent of all Company employees participating in the respective fund.
|
(2)
|
These multiemployer pension plans are associated with continued and discontinued operations.
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
||||||
Continuing operations
|
$
|
(90,445
|
)
|
|
$
|
(58,936
|
)
|
|
$
|
47,215
|
|
Discontinued operations
|
(4,465
|
)
|
|
(3,723
|
)
|
|
—
|
|
|||
Total
|
$
|
(94,910
|
)
|
|
$
|
(62,659
|
)
|
|
$
|
47,215
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
||||||
Income tax expense
|
$
|
(90,445
|
)
|
|
$
|
(58,936
|
)
|
|
$
|
47,215
|
|
Other comprehensive income
|
(45,700
|
)
|
|
(33,854
|
)
|
|
1,561
|
|
|||
Total
|
$
|
(136,145
|
)
|
|
$
|
(92,790
|
)
|
|
$
|
48,776
|
|
(in thousands)
|
Current
|
|
Deferred
|
|
Total
|
||||||
Fiscal 2020
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
(22,681
|
)
|
|
$
|
(45,315
|
)
|
|
$
|
(67,996
|
)
|
State and Local
|
654
|
|
|
(23,058
|
)
|
|
(22,404
|
)
|
|||
Foreign
|
2,515
|
|
|
(2,560
|
)
|
|
(45
|
)
|
|||
|
$
|
(19,512
|
)
|
|
$
|
(70,933
|
)
|
|
$
|
(90,445
|
)
|
Fiscal 2019
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
11,402
|
|
|
$
|
(59,528
|
)
|
|
$
|
(48,126
|
)
|
State and Local
|
(11,049
|
)
|
|
(1,767
|
)
|
|
(12,816
|
)
|
|||
Foreign
|
1,919
|
|
|
87
|
|
|
2,006
|
|
|||
|
$
|
2,272
|
|
|
$
|
(61,208
|
)
|
|
$
|
(58,936
|
)
|
Fiscal 2018
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
46,210
|
|
|
$
|
(16,508
|
)
|
|
$
|
29,702
|
|
State and Local
|
13,310
|
|
|
1,878
|
|
|
15,188
|
|
|||
Foreign
|
2,374
|
|
|
(49
|
)
|
|
2,325
|
|
|||
|
$
|
61,894
|
|
|
$
|
(14,679
|
)
|
|
$
|
47,215
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
||||||
Computed “expected” tax expense
|
$
|
(72,335
|
)
|
|
$
|
(70,740
|
)
|
|
$
|
57,499
|
|
State and local income tax, net of Federal income tax benefit
|
(19,344
|
)
|
|
(17,524
|
)
|
|
10,501
|
|
|||
Non-deductible expenses
|
3,033
|
|
|
5,670
|
|
|
955
|
|
|||
Tax effect of share-based compensation
|
2,715
|
|
|
125
|
|
|
149
|
|
|||
General business credits
|
(1,855
|
)
|
|
(1,757
|
)
|
|
(552
|
)
|
|||
Unrecognized tax benefits
|
(7,441
|
)
|
|
(8,130
|
)
|
|
618
|
|
|||
Nondeductible goodwill impairment
|
44,226
|
|
|
32,619
|
|
|
—
|
|
|||
Impacts related to the TCJA
|
—
|
|
|
—
|
|
|
(21,719
|
)
|
|||
Impacts related to the CARES Act
|
(39,497
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
53
|
|
|
801
|
|
|
(236
|
)
|
|||
Total income tax expense
|
$
|
(90,445
|
)
|
|
$
|
(58,936
|
)
|
|
$
|
47,215
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
||||||
Unrecognized tax benefits at beginning of period
|
$
|
40,142
|
|
|
$
|
1,104
|
|
|
$
|
478
|
|
Unrecognized tax benefits added during the period
|
5,950
|
|
|
—
|
|
|
626
|
|
|||
Unrecognized tax benefits assumed in a business combination
|
—
|
|
|
49,566
|
|
|
—
|
|
|||
Decreases in unrecognized tax benefits due to statute expiration
|
(1,595
|
)
|
|
(10,528
|
)
|
|
—
|
|
|||
Decreases in unrecognized tax benefits due to settlements
|
(12,375
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits at end of period
|
$
|
32,122
|
|
|
$
|
40,142
|
|
|
$
|
1,104
|
|
(in thousands)
|
August 1,
2020 |
|
August 3,
2019 |
||||
Deferred tax assets:
|
|
|
|
||||
Inventories, principally due to additional costs inventoried for tax purposes
|
$
|
78
|
|
|
$
|
2
|
|
Compensation and benefits related
|
103,312
|
|
|
100,942
|
|
||
Accounts receivable, principally due to allowances for uncollectible accounts
|
12,217
|
|
|
3,355
|
|
||
Accrued expenses
|
32,844
|
|
|
15,022
|
|
||
Net operating loss carryforwards
|
13,464
|
|
|
44,396
|
|
||
Other tax carryforwards (interest, charitable contributions)
|
6,971
|
|
|
10,143
|
|
||
Foreign tax credits
|
445
|
|
|
445
|
|
||
Intangible assets
|
67,226
|
|
|
5,869
|
|
||
Interest rate swap agreements
|
36,949
|
|
|
20,518
|
|
||
Other deferred tax assets
|
5,258
|
|
|
2,946
|
|
||
Total gross deferred tax assets
|
278,764
|
|
|
203,638
|
|
||
Less valuation allowance
|
(3,098
|
)
|
|
(445
|
)
|
||
Net deferred tax assets
|
$
|
275,666
|
|
|
$
|
203,193
|
|
Deferred tax liabilities:
|
|
|
|
||||
Plant and equipment, principally due to differences in depreciation
|
$
|
125,463
|
|
|
$
|
117,195
|
|
Inventories
|
42,579
|
|
|
51,392
|
|
||
Intangible assets
|
—
|
|
|
1,016
|
|
||
Other
|
—
|
|
|
370
|
|
||
Total deferred tax liabilities
|
168,042
|
|
|
169,973
|
|
||
Net deferred tax assets
|
$
|
107,624
|
|
|
$
|
33,220
|
|
(in thousands, except per share data)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Basic weighted average shares outstanding
|
|
53,778
|
|
|
51,245
|
|
|
50,530
|
|
|||
Net effect of dilutive stock awards based upon the treasury stock method
|
|
—
|
|
|
—
|
|
|
307
|
|
|||
Diluted weighted average shares outstanding
|
|
53,778
|
|
|
51,245
|
|
|
50,837
|
|
|||
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(4.81
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
3.22
|
|
Discontinued operations
|
|
$
|
(0.28
|
)
|
|
$
|
0.02
|
|
|
$
|
—
|
|
Basic (loss) income per share
|
|
$
|
(5.10
|
)
|
|
$
|
(5.56
|
)
|
|
$
|
3.22
|
|
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(4.81
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
3.20
|
|
Discontinued operations(1)
|
|
$
|
(0.28
|
)
|
|
$
|
0.02
|
|
|
$
|
—
|
|
Diluted (loss) income per share
|
|
$
|
(5.10
|
)
|
|
$
|
(5.56
|
)
|
|
$
|
3.20
|
|
|
|
|
|
|
|
|
||||||
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share
|
|
3,649
|
|
|
3,434
|
|
|
93
|
|
(1)
|
The computation of diluted earnings per share from discontinued operations is calculated using diluted weighted average shares outstanding, which includes the net effect of dilutive stock awards, of approximately 0 thousand and 292 thousand shares for fiscal 2020 and 2019, respectively.
|
(in thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Wholesale(1)
|
|
$
|
25,496,597
|
|
|
$
|
21,530,183
|
|
|
$
|
10,169,840
|
|
Retail
|
|
2,330,694
|
|
|
1,653,596
|
|
|
—
|
|
|||
Other
|
|
227,984
|
|
|
234,838
|
|
|
228,465
|
|
|||
Eliminations
|
|
(1,541,008
|
)
|
|
(1,111,161
|
)
|
|
(171,622
|
)
|
|||
Total Net sales
|
|
$
|
26,514,267
|
|
|
$
|
22,307,456
|
|
|
$
|
10,226,683
|
|
Continuing operations Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Wholesale
|
|
591,028
|
|
|
462,996
|
|
|
343,104
|
|
|||
Retail
|
|
86,401
|
|
|
34,149
|
|
|
—
|
|
|||
Other
|
|
(15,903
|
)
|
|
41,918
|
|
|
12,337
|
|
|||
Eliminations
|
|
(2,464
|
)
|
|
(1,162
|
)
|
|
3,425
|
|
|||
Adjustments:
|
|
|
|
|
|
|
||||||
Net income attributable to noncontrolling interests
|
|
4,929
|
|
|
107
|
|
|
—
|
|
|||
Total other expense, net
|
|
(148,839
|
)
|
|
(144,685
|
)
|
|
(14,480
|
)
|
|||
Depreciation and amortization
|
|
(281,535
|
)
|
|
(247,746
|
)
|
|
(87,631
|
)
|
|||
Share-based compensation
|
|
(33,689
|
)
|
|
(40,495
|
)
|
|
(25,783
|
)
|
|||
Restructuring, impairment, acquisition, and integration related expenses
|
|
(86,383
|
)
|
|
(148,195
|
)
|
|
(9,738
|
)
|
|||
Goodwill and asset impairment
|
|
(425,405
|
)
|
|
(292,770
|
)
|
|
(11,242
|
)
|
|||
(Loss) gain on sale of assets
|
|
(17,132
|
)
|
|
499
|
|
|
—
|
|
|||
Note receivable and lost customer bankruptcy charge
|
|
(12,516
|
)
|
|
—
|
|
|
—
|
|
|||
Inventory fair value adjustment
|
|
—
|
|
|
(10,463
|
)
|
|
—
|
|
|||
Legal reserve charge
|
|
(1,196
|
)
|
|
1,390
|
|
|
—
|
|
|||
Other retail expense
|
|
(1,750
|
)
|
|
—
|
|
|
—
|
|
|||
(Loss) income from continuing operations before income taxes
|
|
$
|
(344,454
|
)
|
|
$
|
(344,457
|
)
|
|
$
|
209,992
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Wholesale
|
|
$
|
267,236
|
|
|
$
|
227,946
|
|
|
$
|
84,971
|
|
Retail
|
|
3,493
|
|
|
6,430
|
|
|
—
|
|
|||
Other
|
|
10,806
|
|
|
13,370
|
|
|
2,660
|
|
|||
Total depreciation and amortization
|
|
$
|
281,535
|
|
|
$
|
247,746
|
|
|
$
|
87,631
|
|
Capital expenditures:
|
|
|
|
|
|
|
||||||
Wholesale
|
|
$
|
159,758
|
|
|
$
|
206,812
|
|
|
$
|
43,402
|
|
Retail
|
|
12,344
|
|
|
20,660
|
|
|
—
|
|
|||
Other
|
|
466
|
|
|
1,005
|
|
|
1,206
|
|
|||
Total capital expenditures
|
|
$
|
172,568
|
|
|
$
|
228,477
|
|
|
$
|
44,608
|
|
(1)
|
As presented in Note 3—Revenue Recognition, for fiscal 2020 and 2019, the Company recorded $1,319 million and $937 million, respectively, within Net sales in its Wholesale reportable segment attributable to Wholesale sales to its Retail segment that have been eliminated upon consolidation. For fiscal 2020 and 2019, the Company recorded $0.0 million and $12.4 million, respectively, within Net sales in its Wholesale reportable segment attributable to discontinued operations inter-company product purchases for certain retail banners it sold with a supply agreement.
|
(in thousands)
|
|
August 1,
2020 |
|
August 3,
2019 |
||||
Assets:
|
|
|
|
|
||||
Wholesale
|
|
$
|
6,588,836
|
|
|
$
|
6,246,306
|
|
Retail
|
|
542,470
|
|
|
545,050
|
|
||
Other
|
|
501,468
|
|
|
362,100
|
|
||
Eliminations
|
|
(54,784
|
)
|
|
(45,072
|
)
|
||
Total assets of continuing operations
|
|
$
|
7,577,990
|
|
|
$
|
7,108,384
|
|
(in thousands)
|
|
2020
|
|
2019(1)
(41 weeks)
|
||||
Net sales
|
|
$
|
228,523
|
|
|
$
|
440,450
|
|
Cost of sales
|
|
162,099
|
|
|
312,200
|
|
||
Gross profit
|
|
66,424
|
|
|
128,250
|
|
||
Operating expenses
|
|
52,625
|
|
|
105,981
|
|
||
Restructuring expenses and charges
|
|
33,470
|
|
|
24,944
|
|
||
Operating loss
|
|
(19,671
|
)
|
|
(2,675
|
)
|
||
Other (income) expense, net
|
|
(4
|
)
|
|
150
|
|
||
Loss from discontinued operations before income taxes
|
|
(19,667
|
)
|
|
(2,825
|
)
|
||
Benefit for income taxes
|
|
(4,465
|
)
|
|
(3,723
|
)
|
||
(Loss) income from discontinued operations, net of tax
|
|
$
|
(15,202
|
)
|
|
$
|
898
|
|
(1)
|
These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to August 3, 2019.
|
(in thousands)
|
|
August 1, 2020
|
|
August 3, 2019
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
119
|
|
|
$
|
799
|
|
Receivables, net
|
|
350
|
|
|
158
|
|
||
Inventories
|
|
4,233
|
|
|
18,885
|
|
||
Other current assets
|
|
365
|
|
|
1,152
|
|
||
Total current assets of discontinued operations
|
|
5,067
|
|
|
20,994
|
|
||
Long-term assets
|
|
|
|
|
||||
Property and equipment
|
|
3,450
|
|
|
44,489
|
|
||
Other assets
|
|
465
|
|
|
468
|
|
||
Total long-term assets of discontinued operations
|
|
3,915
|
|
|
44,957
|
|
||
Total assets of discontinued operations
|
|
$
|
8,982
|
|
|
$
|
65,951
|
|
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
3,613
|
|
|
$
|
6,181
|
|
Accrued compensation and benefits
|
|
4,501
|
|
|
3,637
|
|
||
Other current liabilities
|
|
3,324
|
|
|
5,699
|
|
||
Total current liabilities of discontinued operations
|
|
11,438
|
|
|
15,517
|
|
||
Long-term liabilities
|
|
|
|
|
||||
Other long-term liabilities
|
|
1,738
|
|
|
770
|
|
||
Total liabilities of discontinued operations
|
|
13,176
|
|
|
16,287
|
|
||
Net (liabilities) assets of discontinued operations
|
|
$
|
(4,194
|
)
|
|
$
|
49,664
|
|
|
2020
|
||||||||||||||||||
(In thousands except per share data)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter(1)
|
|
Full Year(1)
|
||||||||||
Net sales
|
$
|
6,296,612
|
|
|
$
|
6,431,382
|
|
|
$
|
7,031,718
|
|
|
$
|
6,754,555
|
|
|
$
|
26,514,267
|
|
Gross profit
|
907,211
|
|
|
917,325
|
|
|
1,050,232
|
|
|
1,000,024
|
|
|
3,874,792
|
|
|||||
Net (loss) income from continuing operations
|
(387,434
|
)
|
|
(13,984
|
)
|
|
94,447
|
|
|
52,962
|
|
|
(254,009
|
)
|
|||||
(Loss) income from discontinued operations, net of tax
|
4,026
|
|
|
(16,076
|
)
|
|
(4,078
|
)
|
|
926
|
|
|
(15,202
|
)
|
|||||
Net (loss) income including noncontrolling interests
|
(383,408
|
)
|
|
(30,060
|
)
|
|
90,369
|
|
|
53,888
|
|
|
(269,211
|
)
|
|||||
Net (loss) income attributable to United Natural Foods, Inc.
|
(383,927
|
)
|
|
(30,710
|
)
|
|
88,131
|
|
|
52,366
|
|
|
(274,140
|
)
|
|||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(7.29
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
1.72
|
|
|
$
|
0.94
|
|
|
$
|
(4.81
|
)
|
Basic (loss) earnings per share
|
$
|
(7.21
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
1.64
|
|
|
$
|
0.96
|
|
|
$
|
(5.10
|
)
|
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(7.29
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
1.67
|
|
|
$
|
0.88
|
|
|
$
|
(4.81
|
)
|
Diluted (loss) earnings per share
|
$
|
(7.21
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
1.60
|
|
|
$
|
0.89
|
|
|
$
|
(5.10
|
)
|
(1)
|
Fiscal 2020 results reflect 52 weeks of operating results, as compared to fiscal 2019 53 weeks. The fourth quarter of fiscal 2020 includes 13 weeks and the fourth quarter of fiscal 2019 contains 14 weeks.
|
|
2019
|
||||||||||||||||||
(In thousands except per share data)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
||||||||||
Net sales
|
2,879,158
|
|
|
6,449,542
|
|
|
6,247,462
|
|
|
6,731,294
|
|
|
$
|
22,307,456
|
|
||||
Gross profit
|
419,367
|
|
|
898,087
|
|
|
922,173
|
|
|
968,979
|
|
|
3,208,606
|
|
|||||
Net income from continuing operations
|
(19,579
|
)
|
|
(344,241
|
)
|
|
56,493
|
|
|
21,806
|
|
|
(285,521
|
)
|
|||||
Income from discontinued operations, net of tax
|
288
|
|
|
2,345
|
|
|
651
|
|
|
(2,386
|
)
|
|
898
|
|
|||||
Net income (loss) including noncontrolling interests
|
(19,291
|
)
|
|
(341,896
|
)
|
|
57,144
|
|
|
19,420
|
|
|
(284,623
|
)
|
|||||
Net income (loss) attributable to United Natural Foods, Inc.
|
(19,294
|
)
|
|
(341,725
|
)
|
|
57,092
|
|
|
19,197
|
|
|
(284,730
|
)
|
|||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.39
|
)
|
|
$
|
(6.77
|
)
|
|
$
|
1.11
|
|
|
$
|
0.41
|
|
|
$
|
(5.57
|
)
|
Basic income (loss) per share
|
$
|
(0.38
|
)
|
|
$
|
(6.72
|
)
|
|
$
|
1.12
|
|
|
$
|
0.36
|
|
|
$
|
(5.56
|
)
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.39
|
)
|
|
$
|
(6.77
|
)
|
|
$
|
1.11
|
|
|
$
|
0.41
|
|
|
$
|
(5.57
|
)
|
Diluted income (loss) per share
|
$
|
(0.38
|
)
|
|
$
|
(6.72
|
)
|
|
$
|
1.12
|
|
|
$
|
0.36
|
|
|
$
|
(5.56
|
)
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
(a)
|
Documents filed as a part of this Annual Report.
|
1.
|
Financial Statements. The Financial Statements listed in the Index to Financial Statements in Item 8 hereof are filed as part of this Annual Report.
|
2.
|
Financial Statement Schedules. All schedules have been omitted because they are either not required or the information required is included in our consolidated financial statements or the notes thereto included in Item 8 hereof.
|
3.
|
Exhibits. The Exhibits listed in the Exhibit Index are filed as part of this Annual Report.
|
Exhibit No.
|
|
Description
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
10.1**
|
|
|
10.2**
|
|
|
10.3**
|
|
|
10.4**
|
|
|
10.5**
|
|
|
10.6**
|
|
|
10.7**
|
|
|
10.8**
|
|
|
10.9**
|
|
|
10.10**
|
|
|
10.11**
|
|
|
10.12**
|
|
|
10.13**
|
|
|
10.14+
|
|
|
10.15**
|
|
Exhibit No.
|
|
Description
|
10.16**
|
|
|
10.17**
|
|
|
10.18 +
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21*
|
|
|
10.22
|
|
|
10.23**
|
|
|
10.24**
|
|
|
10.25**
|
|
|
10.26**
|
|
|
10.27**
|
|
|
10.28**
|
|
|
10.29**
|
|
|
10.30**
|
|
|
10.31**
|
|
|
10.32**
|
|
|
10.33**
|
|
|
10.34**
|
|
|
10.35**
|
|
|
10.36**
|
|
Exhibit No.
|
|
Description
|
10.37**
|
|
|
10.38**
|
|
|
10.39**
|
|
|
10.40**
|
|
|
10.41* **
|
|
|
10.42* **
|
|
|
21*
|
|
|
23.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101*
|
|
The following materials from the United Natural Foods, Inc.’s Annual Report on Form 10-K for the fiscal year ended August 1, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
104
|
|
The cover page from the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2020, filed with the SEC on September 29, 2020, formatted in Inline XBRL (included in Exhibit 101).
|
|
|
UNITED NATURAL FOODS, INC.
|
|
|
/s/ JOHN W. HOWARD
|
|
|
John W. Howard
Chief Financial Officer (Principal Financial Officer)
|
|
|
Dated: September 29, 2020
|
Name
|
|
Title
|
|
Date
|
/s/ STEVEN L. SPINNER
|
|
Chief Executive Officer and Chairman (Principal Executive Officer)
|
|
September 29, 2020
|
Steven L. Spinner
|
|
|
|
|
/s/ JOHN W. HOWARD
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
September 29, 2020
|
John W. Howard
|
|
|
|
|
/s/ DAVID W. JOHNSON
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
September 29, 2020
|
David W. Johnson
|
|
|
|
|
/s/ ERIC F. ARTZ
|
|
Director
|
|
September 29, 2020
|
Eric F. Artz
|
|
|
|
|
/s/ ANN TORRE BATES
|
|
Director
|
|
September 29, 2020
|
Ann Torre Bates
|
|
|
|
|
/s/ DENISE M. CLARK
|
|
Director
|
|
September 29, 2020
|
Denise M. Clark
|
|
|
|
|
/s/ DAPHNE J. DUFRESNE
|
|
Director
|
|
September 29, 2020
|
Daphne J. Dufresne
|
|
|
|
|
/s/ MICHAEL S. FUNK
|
|
Director
|
|
September 29, 2020
|
Michael S. Funk
|
|
|
|
|
/s/ JAMES P. HEFFERNAN
|
|
Director
|
|
September 29, 2020
|
James P. Heffernan
|
|
|
|
|
/s/ JAMES L. MUEHLBAUER
|
|
Director
|
|
September 29, 2020
|
James L. Muehlbauer
|
|
|
|
|
/s/ PETER A. ROY
|
|
Director
|
|
September 29, 2020
|
Peter A. Roy
|
|
|
|
|
/s/ JACK L. STAHL
|
|
Director
|
|
September 29, 2020
|
Jack L. Stahl
|
|
|
|
[The remainder of this page is intentionally left blank.]
|
BORROWERS:
|
|
UNITED NATURAL FOODS, INC., as a U.S. Borrower
|
|
By:
|
/s/ Devon Hart
|
|
Name: Devon Hart
|
|
Title: Vice President and Treasurer
|
UNITED NATURAL FOODS WEST, INC., as a U.S. Borrower
|
|
By:
|
/s/ Devon Hart
|
|
Name: Devon Hart
|
|
Title: Vice President and Treasurer
|
Advantage Logistics - Southeast, Inc.
Albert’s Organics, Inc.
Arden Hills 2003 LLC
Associated Grocers of Florida, Inc.
Billings Distribution Company, LLC
Bismarck Distribution Company, LLC
Blue Marble Brands, LLC
Cambridge 2006 L.L.C.
Champaign Distribution Company, LLC
Champlin 2005 L.L.C.
Cub Stores, LLC
Fargo Distribution Company, LLC
FF Acquisition, L.L.C.
Foodarama LLC
Hazelwood Distribution Company, Inc.
Hazelwood Distribution Holdings, Inc.
Hopkins Distribution Company, LLC
Hornbacher’s, Inc.
Inver Grove Heights 2001 L.L.C.
Maplewood East 1996 L.L.C.
Nor-Cal Produce, Inc.
Oglesby Distribution Company, LLC
Shoppers Food Warehouse Corp.
Stevens Point Distribution Company, LLC
Super Rite Foods, Inc.
SUPERVALU Holdings, Inc.
SUPERVALU Holdings - PA LLC
SUPERVALU INC.
SUPERVALU Pharmacies, Inc.
SUPERVALU Transportation, Inc.
SUPERVALU Penn, LLC
Tony’s Fine Foods
Unified Grocers, Inc.
United Natural Trading, LLC, each as a U.S. Borrower
|
|
By:
|
/s/ Devon Hart
|
|
Name: Devon Hart
|
|
Title: Vice President and Treasurer
|
UNFI CANADA, INC., as the Canadian Borrower
|
|
By: /s/ Devon Hart
|
|
Name: Devon Hart
|
|
Title: Vice President and Treasurer
|
BANK OF AMERICA, N.A., as Administrative Agent, a Consenting Lender and an Issuing Bank
|
|
By: /s/ Edgar Ezerins
|
|
Name: Edgar Ezerins
|
|
Title: SVP
|
BANK OF AMERICA, N.A., acting through its Canada Branch
|
|
as an Issuing Bank and a Consenting Lender
|
|
By: /s/ Sylwia Durkiewicz
|
|
Name: Sylwia Durkiewicz
|
|
Title: Vice President
|
CONSENTING LENDERS
|
|
WELLS FARGO, NATIONAL ASSOCIATION, as a Consenting lender and an Issuing Bank
|
|
By:
|
/s/ Peter Schuebler
|
Name: Peter Schuebler
|
|
Title: Vice President
|
WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Consenting lender
|
|
By: /s/ David G. Phillips
|
|
Name: David G. Phillips
|
|
Title: Senior Vice President
|
JPMorgan Chase Bank, N.A.,
as a Consenting Lender and an Issuing Bank
|
|
By:
|
/s/ Kelly Milton
|
Name: Kelly Milton
|
|
Title: Executive Director
|
JPMORGAN CHASE BANK, N.A., Toronto Branch,
as a Consenting Lender
|
|
By: /s/ Jeffrey Coleman
|
|
Name: Jeffrey Coleman
|
|
Title: Executive Director
|
CONSENTING LENDERS
|
|
U.S. BANK NATIONAL ASSOCIATION, as an Issuing Bank and a Consenting Lender
|
|
By:
|
/s/ Nicole C. Manies
|
Name: Nicole C. Manies
|
|
Title: Vice President
|
U.S. BANK NATIONAL ASSOCIATION, acting through its Canadian Branch
as a Consenting Lender and an Issuing Bank
|
|
By:
|
/s/ John P. Rehob
|
Name: John P. Rehob
|
|
Title: Vice President & Principal Officer
|
GOLDMAN SACHS BANK USA,
as a Consenting Lender and an Issuing Bank
|
|
By:
|
/s/ Jamie Minieri
|
Name: Jamie Minieri
|
|
Title: Authorized Signatory
|
CONSENTING LENDERS
|
|
TRUIST BANK (formerly known as BRANCH BANKING AND TRUST COMPANY)
each as a Consenting Lender
|
|
By: /s/ Courtney G. Jespersen
|
|
Name: Courtney G. Jespersen
|
|
Title: Director
|
BMO HARRIS FINANCING, INC.,
as a Consenting Lender
|
|
By: /s/ Jacquelinie M. Lentz
|
|
Name: Jacqueline M. Lentz
|
|
Title: Assistant Vice President
|
BANK OF MONTREAL,
as a Consenting Lender
|
|
By: /s/ Helen Alvarez-Hernandez
|
|
Name: Helen Alvarez-Hernandez
|
|
Title: Managing Director
Canadian Commercial Banking
|
|
BANK OF MONTREAL
100 King Street West, 18th Fl
Toronto, Ontario M5X1A1
CANADA
|
CONSENTING LENDERS
|
|
CITIZEN BANK, N.A.
Consenting Lender
|
|
By: /s/ Jessica Benevides Caron
|
|
Name: Jessica Benevides Caron
|
|
Title: SVP
|
TD Bank, N.A.
as a Consenting Lender and an Issuing Bank
|
|
By: /s/ Edmundo Kahn
|
|
Name: Edmundo Kahn
|
|
Title: Vice-President
|
TORONTO-DOMINION BANK
as a Consenting Lender and an Issuing Bank
|
|
By: /s/ Mark Gray
|
|
Name: Mark Gray
|
|
Title: Director, ABL
|
|
By: /s/ Chaz Louisy
|
|
Name: Chaz Louisy
|
|
Title: MCC - Asset Based Lending
|
CONSENTING LENDERS
|
|
ROYAL BANK OF CANADA
as a Consenting Lender
|
|
By: /s/ Michael Petersen
|
|
Name: Michael Petersen
|
|
Title: Attorney in Fact
|
CONSENTING LENDERS
|
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
each as a Consenting Lender
|
|
By: /s/ William O'Daly
|
|
Name: William O'Daly
|
|
Title: Authorized Signatory
|
|
By: /s/ D. Andrew Maletta
|
|
Name: D. Andrew Maletta
|
|
Title: Authorized Signatory
|
PNC BANK, NATIONAL ASSOCIATION,
as a Consenting Lender
|
|
By: /s/ Biana Musiyenko
|
|
Name: Biana Musiyenko
|
|
Title: Vice President
|
|
|
|
Address: 340 Madison Avenue, 11th Floor
New York, NY 10173
|
|
Attn: Portfolio Manger - UNFI
|
PNC BANK CANADA BRANCH, as a Consenting Lender
|
|
By: /s/ David T. Olson
|
|
Name: David T. Olson
|
|
Title: Principal Officer and
Regional President- Canada
|
|
Address: 130 King Street West, Suite 2140
Toronto, ON, Canada
M5X 1E4
|
|
Attn: Portfolio Manager - UNFI
|
CAPITAL ONE, NATIONAL ASSOCIATION as a Consenting Lender
|
|
By: /s/ Joe A. Sacchetti
|
|
Name: Joe A. Sacchetti
|
|
Title: Duly Authorized Signatory
|
CONSENTING LENDERS
|
|
FARM CREDIT EAST, ACA
each as a Consenting Lender
|
|
By: /s/ Justin A. Brown
|
|
Name: Justin A. Brown
|
|
Title: Vice President
|
COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH
as a Consenting Lender
|
|
By: /s/ William Binder
|
|
Name: William Binder
|
|
Title: Executive Director
|
|
|
|
By: /s/ Timothy J. Devane
|
|
Name: Timothy J. Devane
|
|
Title: Executive Director
|
CITY NATIONAL BANK, as a Consenting Lender
|
|
By: /s/ Christopher Clegg
|
|
Name: Chistopher Clegg
|
|
Title: Senior Vice President
|
|
|
Page
|
|
14.2.
|
Indemnity
|
171
|
|
14.3.
|
Notices and Communications
|
172
|
|
14.4.
|
Performance of Borrowers' Obligations
|
173
|
|
14.5.
|
Credit Inquiries
|
173
|
|
14.6.
|
Severability
|
173
|
|
14.7.
|
Cumulative Effect; Conflict of Terms
|
173
|
|
14.8.
|
Counterparts; Execution
|
174
|
|
14.9.
|
Time is of the Essence
|
174
|
|
14.10.
|
Relationships with Lenders
|
174
|
|
14.11.
|
No Advisory or Fiduciary Responsibility
|
174
|
|
14.12.
|
Confidentiality
|
174
|
|
14.13.
|
Judgment Currency
|
175
|
|
14.14.
|
GOVERNING LAW
|
176
|
|
14.15.
|
Consent to Forum
|
176
|
|
14.16.
|
Waivers by Borrowers
|
176
|
|
14.17.
|
Patriot Act Notice
|
177
|
|
14.18.
|
Waiver of Sovereign Immunity
|
177
|
|
14.19.
|
Pari Passu Treatment
|
177
|
|
14.20.
|
Acknowledgement and Consent to Bail-in of EEAAffected Financial Institutions
|
179
|
|
14.21.
|
Intercreditor Agreement
|
179
|
|
14.22.
|
NO ORAL AGREEMENT
|
179
|
|
14.23
|
Acknowledgement Regarding Any Supported QFCs
|
179
|
|
|
|
|
|
|
|
BORROWERS:
UNITED NATURAL FOODS, INC.
By:
Name:
Title:
Address:
United Natural Foods, Inc.
313 Iron Horse Way
Providence, RI 02908
Attn:Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer
Attn: Legal Department
Email: Legal.Notices@unfi.com
Telecopy: 877-566-8481
With a copy to:
United Natural Foods, Inc.
700 N. Ancestor Place
Boise, ID 83704
Attn: Devon Hart
Vice President & Treasurer
Email: mzechmeisterDevon.Hart@unfi.com
Website: www.unfi.com
|
UNITED NATURAL FOODS WEST, INC.
By: __________________________________________
Name: ________________________________________
Title: ________________________________________
Address:
|
United Natural Foods, Inc.
313 Iron Horse Way
Providence, RI 02908
Attn:Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer
Attn: Legal Department
Email: Legal.Notices@unfi.com
Telecopy: 877-566-8481
With a copy to:
United Natural Foods, Inc.700 N. Ancestor Place
Boise, ID 83704
Attn: Devon Hart
Vice President & Treasurer
Email: mzechmeisterDevon.Hart@unfi.com
Website: www.unfi.com
|
UNFI CANADA, INC.
By: __________________________________________
Name: ________________________________________
Title: ________________________________________
Address:
United Natural Foods, Inc.
313 Iron Horse Way
Providence, RI 02908
Attn:Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer
Attn: Legal Department
Email: Legal.Notices@unfi.com
Telecopy: 877-566-8481
With a copy to:
United Natural Foods, Inc.700 N. Ancestor Place
Boise, ID 83704
Attn: Devon Hart
Vice President & Treasurer
Email: mzechmeisterDevon.Hart@unfi.com
|
Lender
|
U.S. Revolver Commitment
|
Canadian Commitment
|
U.S. Letter of Credit Commitment
|
Canadian Letter of Credit Commitment
|
Commitment for Swingline Loans to U.S. Borrowers
|
Commitment for Swingline Loans to Canadian Borrower
|
Bank of America, N.A.
|
$341,250,000.00
|
---
|
$35,000,000.00
|
---
|
$100,000,000.00
|
---
|
Bank of America, N.A., acting through its Canada Branch
|
---
|
$8,750,000.00
|
---
|
$5,000,000.00
|
---
|
$3,500,000.00
|
Well Fargo Bank, National Association
|
$341,250,000.00
|
---
|
$35,000,000.00
|
---
|
---
|
---
|
Wells Fargo Capital Finance Corporation Canada
|
---
|
$8,750,000.00
|
---
|
---
|
---
|
---
|
JPMorgan Chase Bank, N.A.
|
$243,750,000.00
|
---
|
$25,000,000.00
|
---
|
---
|
---
|
JPMorgan Chase Bank, N.A., Toronto Branch
|
---
|
$6,250,000.00
|
---
|
---
|
---
|
---
|
U.S. Bank National Association
|
$243,750,000.00
|
---
|
$25,000,000.00
|
---
|
---
|
---
|
U.S. Bank National Association, acting through its
|
---
|
$6,250,000.00
|
---
|
---
|
---
|
---
|
1 All amounts are in U.S. Dollars.
|
Canada branch
|
---
|
00
|
|
|
|
---
|
Goldman Sachs Bank USA
|
$48,750,000.00
|
$1,250,000.00
|
$5,000,000.00
|
---
|
---
|
---
|
Branch Banking and Trust Company
|
$97,500,000.00
|
$2,500,000.00
|
---
|
---
|
---
|
---
|
BMO Harris Financing, Inc.
|
$97,500,000.00
|
---
|
---
|
---
|
---
|
---
|
Bank of Montreal
|
---
|
$2,500,000.00
|
---
|
---
|
---
|
---
|
Citizens Bank, N.A.
|
$97,500,000.00
|
$2,500,000.00
|
---
|
---
|
---
|
---
|
TD Bank, N.A.
|
$97,500,000.00
|
---
|
---
|
---
|
---
|
---
|
The Toronto-Dominion Bank
|
---
|
$2,500,000.00
|
---
|
---
|
---
|
---
|
Royal Bank of Canada
|
$78,000,000.00
|
$2,000,000.00
|
---
|
---
|
---
|
---
|
Credit Suisse AG, Cayman Islands Branch
|
$48,750,000.00
|
$1,250,000.00
|
---
|
---
|
---
|
---
|
PNC Bank, National Association
|
$48,750,000.00
|
---
|
---
|
---
|
---
|
---
|
PNC Bank Canada Branch
|
---
|
$1,250,000.00
|
---
|
---
|
---
|
---
|
Capital One, National Association
|
$48,750,000.00
|
$1,250,000.00
|
---
|
---
|
|
---
|
Farm Credit East, ACA
|
$48,750,000.00
|
$1,250,000.00
|
---
|
---
|
---
|
---
|
Coöperatieve Rabobank U.A., New York Branch
|
$48,750,000.00
|
$1,250,000.00
|
---
|
---
|
---
|
---
|
City National Bank
|
$19,500,000.00
|
$500,000.00
|
---
|
---
|
---
|
---
|
Total:
|
$1,950,000,000.00
|
$50,000,000.00
|
$125,000,000.00
|
$5,000,000.00
|
$100,000,000.00
|
$3,500,000.00
|
Lender
|
U.S. Letter of Credit Commitment
|
Canadian Letter of Credit Commitment
|
Bank of America, N.A.
|
$81,250,000.00, minus the face amount of Canadian Letters of Credit issued by Bank of America, N.A., acting through its Canada Branch
|
---
|
Bank of America, N.A., acting through its Canada Branch
|
---
|
$12,500,000.00
|
Well Fargo Bank, National Association
|
$81,250,000.00
|
---
|
JPMorgan Chase Bank, N.A.
|
$60,000,000.00
|
---
|
U.S. Bank National Association
|
$60,000,000.00, minus the face amount of Canadian Letters of Credit issued by U.S. Bank National Association, acting through its Canada Branch
|
---
|
U.S. Bank National Association, acting through its Canada Branch
|
---
|
$5,000,000.00
|
Goldman Sachs Bank USA
|
$10,000,000.00
|
---
|
TD Bank, N.A.
|
$7,500,000.00, minus the face amount of Canadian Letters of Credit issued by The Toronto-Dominion Bank
|
---
|
The Toronto-Dominion Bank
|
---
|
$7,500,000.00
|
Total:
|
$300,000,000.00, minus the face amount of issued Canadian Letters of Credit
|
$25,000,000.00
|
3 All amounts are in U.S. Dollars.
|
|
1.
|
Definitions.
|
|
NAME
|
JURISDICTION OF
INCORPORATION/FORMATION
|
Advantage Logistics - Southeast, Inc.
|
Alabama
|
Advantage Logistics Southwest, Inc.
|
Arizona
|
Advantage Logistics USA East L.L.C.
|
Delaware
|
Advantage Logistics USA West L.L.C.
|
Delaware
|
Albert’s Organics, Inc.
|
California
|
American Commerce Centers, Inc.
|
Florida
|
Arden Hills 2003 LLC
|
Delaware
|
Associated Grocers Acquisition Company
|
Florida
|
Associated Grocers of Florida, Inc.
|
Florida
|
Billings Distribution Company, LLC
|
Delaware
|
Bismarck Distribution Company, LLC
|
Delaware
|
Blaine North 1996 L.L.C.
|
Delaware
|
Bloomington 1998 L.L.C.
|
Delaware
|
Blue Marble Brands, LLC
|
Delaware
|
Blue Nile Advertising, Inc.
|
Florida
|
Burnsville 1998 L.L.C.
|
Delaware
|
Butson Enterprises of Vermont, Inc.
|
Vermont
|
Butson's Enterprises of Massachusetts, Inc.
|
Massachusetts
|
Butson's Enterprises, Inc.
|
New Hampshire
|
Cambridge 2006 L.L.C.
|
Delaware
|
Centralia Holdings, LLC
|
Delaware
|
Champaign Distribution Company, LLC
|
Delaware
|
Champlin 2005 L.L.C.
|
Delaware
|
Coon Rapids 2002 L.L.C.
|
Delaware
|
Crown Grocers, Inc.
|
California
|
Cub Foods, Inc.
|
Delaware
|
Cub Stores, LLC
|
Delaware
|
Cub Stores Holdings, LLC
|
Delaware
|
DS & DJ Realty, LLC
|
Florida
|
Eagan 2008 L.L.C.
|
Delaware
|
Eagan 2014 L.L.C.
|
Delaware
|
Eastern Beverages, Inc.
|
Maryland
|
Eastern Region Management Corporation
|
Virginia
|
Fargo Distribution Company, LLC
|
Delaware
|
FF Acquisition, L.L.C.
|
Virginia
|
Foodarama LLC
|
Delaware
|
Forest Lake 2000 L.L.C.
|
Delaware
|
Fridley 1998 L.L.C.
|
Delaware
|
Fromage De France, Inc.
|
California
|
Gourmet Guru, Inc.
|
California
|
Grocers Capital Company
|
California
|
Hastings 2002 L.L.C.
|
Delaware
|
Hazelwood Distribution Company, Inc.
|
Delaware
|
Hazelwood Distribution Holdings, Inc.
|
Delaware
|
Hopkins Distribution Company, LLC
|
Delaware
|
NAME
|
JURISDICTION OF
INCORPORATION/FORMATION
|
Hornbacher’s, Inc.
|
Delaware
|
International Distributors Grand Bahama Limited
|
Bahama
|
Inver Grove Heights 2001 L.L.C.
|
Delaware
|
Keatherly, Inc.
|
New Hampshire
|
Keltsch Bros., Inc.
|
Indiana
|
Lakeville 2014 L.L.C.
|
Delaware
|
Lithia Springs Holdings, LLC
|
Georgia
|
Maplewood East 1996 L.L.C.
|
Delaware
|
Market Improvement Company
|
Florida
|
Monticello 1998 L.L.C.
|
Delaware
|
NAFTA Industries Consolidated, Inc.
|
Texas
|
NAFTA Industries, Ltd.
|
Texas
|
Natural Retail Group, Inc.
|
Delaware
|
NC & T Supermarkets, Inc.
|
Ohio
|
Nevada Bond Investment Corp.
|
Nevada
|
Nor-Cal Produce, Inc.
|
California
|
Northfield 2002 L.L.C.
|
Delaware
|
Oglesby Distribution Company, LLC
|
Delaware
|
Plymouth 1998 L.L.C.
|
Delaware
|
Savage 2002 L.L.C.
|
Delaware
|
SCTC, LLC
|
Florida
|
SFW Holding Corp.
|
Delaware
|
Shakopee 1997 L.L.C.
|
Delaware
|
Shop ‘N Save East, LLC
|
Delaware
|
Shop ‘N Save East Prop, LLC
|
Delaware
|
Shop ‘N Save Prop, LLC
|
Delaware
|
Shop 'N Save St. Louis, Inc.
|
Missouri
|
Shop 'N Save Warehouse Foods, Inc.
|
Missouri
|
Shoppers Food Warehouse Corp.
|
Ohio
|
Shorewood 2001 L.L.C.
|
Delaware
|
Silver Lake 1996 L.L.C.
|
Delaware
|
Southstar LLC
|
Delaware
|
Stevens Point Distribution Company, LLC
|
Delaware
|
Sunflower Markets, LLC
|
Delaware
|
Super Rite Foods, Inc.
|
Delaware
|
SUPERVALU Enterprise Services, Inc.
|
Delaware
|
SUPERVALU Enterprises, Inc.
|
Delaware
|
SUPERVALU Holdco, Inc.
|
Delaware
|
SUPERVALU Holdings, Inc.
|
Missouri
|
SUPERVALU Holdings - PA LLC
|
Pennsylvania
|
SUPERVALU Gold, LLC
|
Delaware
|
SUPERVALU INC.
|
Delaware
|
SUPERVALU India, Inc.
|
Minnesota
|
SUPERVALU Licensing, LLC
|
Delaware
|
SUPERVALU Merger Sub, Inc.
|
Delaware
|
SUPERVALU Pharmacies, Inc.
|
Minnesota
|
SUPERVALU Penn, LLC
|
Pennsylvania
|
SUPERVALU Receivables Funding Corporation
|
Delaware
|
NAME
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JURISDICTION OF
INCORPORATION/FORMATION
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SUPERVALU Services USA, Inc.
|
Minnesota
|
SUPERVALU Transportation, Inc.
|
Minnesota
|
SUPERVALU TTSJ, LLC
|
Delaware
|
SUPERVALU WA, L.L.C.
|
Delaware
|
SUPERVALU Wholesale, Inc.
|
Delaware
|
SUPERVALU Wholesale Holdings, Inc.
|
Delaware
|
SUPERVALU Wholesale Operations, Inc.
|
Delaware
|
SV Markets, Inc.
|
Ohio
|
SVU Legacy, LLC
|
Delaware
|
TC Michigan LLC
|
Michigan
|
Tony’s Fine Foods
|
California
|
TTSJ Aviation, Inc.
|
Delaware
|
Tutto Pronte
|
California
|
Ultra Foods, Inc.
|
New Jersey
|
UNFI Canada, Inc.
|
Canada
|
UNFI Transport, LLC
|
Delaware
|
Unified Grocers, Inc.
|
California
|
Unified International, Inc.
|
Delaware
|
United Natural Foods West, Inc.
|
California
|
United Natural Trading, LLC
|
Delaware
|
W. Newell & Co., LLC
|
Delaware
|
Wetterau Insurance Co. Ltd.
|
Bermuda
|
Woodford Square Associates LP
|
Virginia
|
WSI Satellite, Inc.
|
Missouri
|
/s/ KPMG LLP
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1.
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I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ STEVEN L. SPINNER
|
|
|
Steven L. Spinner
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ JOHN W. HOWARD
|
|
|
John W. Howard
Chief Financial Officer
|
|
|
/s/ STEVEN L. SPINNER
|
|
|
Steven L. Spinner
Chief Executive Officer
|
|
|
September 29, 2020
|
|
|
/s/ JOHN W. HOWARD
|
|
|
John W. Howard
Chief Financial Officer
|
|
|
September 29, 2020
|