UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 1, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-15723
BETTER FOOD. BETTER FUTURE.
TM
UNITED NATURAL FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
05-0376157
(I.R.S. Employer Identification No.)
313 Iron Horse Way,
Providence, Rhode Island
(Address of principal executive offices)
02908
(Zip Code)
Registrant’s telephone number, including area code: (401) 528-8634
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, par value $0.01
Trading Symbol
UNFI
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $379.5 million based upon the closing price of the registrant’s common stock
on the New York Stock Exchange on January 31, 2020. The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of September 24, 2020 was
54,839,901.
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on January 12, 2021 are incorporated herein by reference into Part III of this
Annual Report on Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
UNITED NATURAL FOODS, INC.
FORM 10-K
TABLE OF CONTENTS
Business
Section
Part I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
Part II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Item 12.
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Part IV
Item 15.
Item 16.
Exhibits, Financial Statement Schedules
Form 10-K Summary
Signatures
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ITEM 1. BUSINESS
PART I.
In this Annual Report on Form 10-K (“Annual Report” or “Report”), unless otherwise specified, references to “United Natural
Foods”, “UNFI”, “we”, “us”, “our” or the “Company” mean United Natural Foods, Inc. together with its consolidated subsidiaries.
We are a Delaware corporation based in Providence, Rhode Island and Eden Prairie, Minnesota. We conduct our business through
various subsidiaries. Since the formation of our predecessor in 1976, we have grown our business both organically and through
acquisitions, which have expanded our distribution network, product selection and customer base.
Our Background
As a leading distributor of natural, organic, specialty, produce, and conventional grocery and non-food products, and provider of
retailer services in the United States and Canada, we believe we are uniquely positioned to provide the broadest array of products
and services to customers throughout North America. We offer more than 275,000 products consisting of national, regional and
private label brands grouped into six product categories: grocery and general merchandise; produce; perishables and frozen foods;
nutritional supplements and sports nutrition; bulk and food service products; and personal care items. Through our October 2018
acquisition of SUPERVALU INC. (“Supervalu”), we are transforming into North America’s premier wholesaler with 55 distribution
centers and warehouses representing approximately 29 million square feet of warehouse space. We believe our total product
assortment and service offerings are unmatched by our wholesale competitors. We plan to aggressively pursue new business
opportunities to independent retailers who operate diverse formats, regional and national chains, as well as international customers
with wide-ranging needs. During the fourth quarter of fiscal 2020, we determined we no longer met the held for sale criterion for
a probable sale to be completed within 12 months for the Cub Foods business and the majority of the remaining Shoppers locations.
We reviewed our reportable segments and determined we were required to report Retail as a separate segment. Our business is
classified into two reportable segments: Wholesale and Retail; and also includes a manufacturing division and a branded product
line division.
Our Commitment to Social and Environmental Responsibility
We are committed to being good stewards of our planet, our communities and our people, through tangible action. We continue
to focus on reducing our environmental impact, conserving natural resources and promoting sustainability across our value chain
and in our operations. We invest in the efficiency of our transportation fleet and warehouses, generate on-site solar power for
operations use, and focus on diverting waste from landfills. In early 2020, UNFI joined the Climate Collaborative, solidifying
commitments to energy efficiency, food waste reduction and sustainable transportation.
We believe that freedom of food choice matters and we play a vital role in delivering safe, quality and nutritious food options to
more tables across North America. We are also working to increase access to better food, particularly for people in low-income
and rural communities, or vulnerable situations, through monetary and in-kind donations, and operating retail stores in underserved
areas. Our 501(c)(3) nonprofit, the UNFI Foundation, provides grants to nonprofit organizations working to build better food
systems and nurture everyday health. We also encourage our associates to make a difference by volunteering their time in their
communities.
The safety and well-being of our associates is a top priority. Throughout the COVID-19 pandemic, we have quickly and continuously
adopted and added safety measures to protect our associates and the communities we serve. We are focused on fostering a culture
of caring and safety; we are continuously striving toward zero injuries and accidents.
Social and environmental responsibility is integral to our overall business strategy, and we believe these practices deliver significant
value to our stakeholders, including our shareholders, associates, customers, suppliers and communities.
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Our Strategic Priorities
We remain focused on five strategic priorities that we believe will contribute to our future success:
1) 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.
2) 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.
3) 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.
4) 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.
5) 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.
In recent years, our sales to existing and new customers have increased through:
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the acquisition of natural and specialty products distributors and most recently the previously largest publicly traded
conventional distributor, Supervalu;
the continued growth of the natural and organic products industry in general;
increased market share as a result of our high quality service and broader product selection, including specialty products;
the expansion of our existing distribution centers;
the construction of new distribution centers; and
the introduction of new products and the development of our own line of natural, organic and conventional branded products.
Through these efforts, we believe that we have been able to broaden our geographic penetration, expand our customer base, enhance
and diversify our product selections, increase our market share, increase operating efficiencies in existing facilities and open new
facilities. Our strategic plan includes increasing the type of products and services we provide to our customers, including perishable
products and conventional produce to “build out the store” and cover center store, as well as perimeter offerings and private brands
products, and providing services to additional customers, including marketing and e-commerce solutions.
Our Customers
We maintain long-standing relationships with our customers. We serve approximately 30,000 unique customer locations, primarily
located across the United States and Canada, which we classify into five customer types:
• Chains, which consists of customer accounts that typically have more than 10 operating stores and exclude stores included
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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 the fourth quarter of fiscal 2020, we recast our presentation of net sales by customer channel to be on a basis consistent with
customer size, with international customers other than Canada and alternative format sales continuing to be classified within Other.
Refer to Part II, Item 7—Results of Operations of this Annual Report on Form 10-K for additional information.
We have been the primary distributor to Whole Foods Market for more than twenty years. Under the terms of our agreement with
Whole Foods Market, we serve as the primary distributor to Whole Foods Market in all of its regions in the United States. Our
agreement with Whole Foods Market expires on September 28, 2025. Whole Foods Market is our only customer that represented
more than 10% of total net sales in fiscal 2020. Our customers include single and multiple store independent grocery store retailers,
regional chains, foodservice and the military, many of which are long tenured customers.
2
The following were included among our wholesale customers for fiscal 2020:
• Whole Foods Market, the largest supernatural chain in the United States and Canada; and
• 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.
Our international net sales primarily reflect UNFI Canada, Inc. (“UNFI Canada”) and exclude sales transacted in U.S. dollars and
shipped internationally, which is a smaller component of our business. UNFI Canada represented approximately one percent of
our net sales in fiscal 2020. We believe that our sales outside the United States will expand as we seek to continue to grow our
Canadian operations.
Recent Acquisitions
A key component of our business and growth strategy has been to acquire wholesalers differentiated by product offerings, service
offerings and market area. We believe the expanded product and service offerings from these acquisitions has enhanced and will
continue to enhance our ability to acquire new customers and present opportunities for cross-selling complementary product lines.
We believe that as a result of the Supervalu acquisition, we carry an unmatched product assortment that allows us to cross-sell
natural products to conventional customers and conventional products to natural customers, all while reducing the number of
weekly deliveries that each receives. Supervalu provided a robust suite of services that are now available to our natural customer
base, services necessary to run their business and that provide opportunities to simplify and focus on their operations. We also
believe the Supervalu acquisition provides additional scale to lower our overall costs. Finally, we are now a coast-to-coast distributor
with customers in all fifty states as well as all ten provinces in Canada, making us a desirable partner for consumer product
manufacturers. Our expanded scale and product assortment as a result of the Supervalu acquisition positioned us to continue to
serve our customers and communities through the COVID-19 pandemic.
Our recent business acquisitions include:
• 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.
• 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.
• 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.
3
Wholesale
We organize and operate our Wholesale reportable segment through four U.S. geographic regions: Atlantic, South, Central and
Pacific; each of which is led by separate region presidents responsible for product and service strategy, execution, and financial
results; and Canada Wholesale which is operated separately from the U.S. Wholesale business. Product and service categories
include, grocery, fresh, wellness, private brands, e-commerce, food service and multi-cultural. This operating structure includes
regional sales organizations and distribution center networks, which offer a combination of conventional and natural products to
our customers as a consolidated supply solution. Territory managers in these regions sell across our complete lines of products,
which brings us to our customers more frequently with all of our service offerings allowing us to anticipate and identify sales
opportunities that result from our customers having a single point of contact for all of our products and services.
We have established a national network of strategically located distribution centers utilizing a multi-tiered logistics system. The
network includes facilities that carry slow turn or fast turn groceries, perishables, general merchandise and home, health and beauty
care products. For financial reporting purposes, sales from our distribution centers to our own Retail stores are eliminated from
of our Wholesale segment within Eliminations.
We offer Wholesale customers a wide variety of food and non-food products, and our own extensive lines of private label products.
We also offer a broad array of professional services. As a logistics provider, efficiency is an important customer service measure.
We optimize our facilities to implement leading warehouse technology, ranging from radio-frequency devices guiding selectors
to mechanized facilities with completely automated order selection for dry groceries that help us deliver aisle-ready pallets to
Wholesale customers. Our Wholesale segment also focuses on improving our supply chain to achieve labor and cost efficiencies.
To maintain our market position and improve our operating efficiencies, we seek to continually:
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expand our marketing and customer service programs across regions;
expand our national purchasing opportunities;
offer a broader product selection than our competitors;
offer operational excellence with high service levels and a higher percentage of on-time deliveries than our competitors;
centralize general and administrative functions to reduce expenses;
consolidate systems applications among physical locations and regions;
invest in our people, facilities, equipment and technology; and
reduce the geographic overlap between regions.
Retail
Our Retail stores provide an extensive grocery offering and, depending on size, a variety of additional products, including general
merchandise, home, health and beauty care, and pharmacy. We offer national and regional brands as well as our own private label
products. Depending on the banner, a typical Retail store carries approximately 17,000 to 21,000 core stock-keeping units
(“SKUs”) and ranges in size from approximately 50,000 to 70,000 square feet. We believe our Retail banners have strong local
and regional brand recognition in the markets in which they operate. Our Retail continuing operations are supplied
by our distribution centers, which also supply our Wholesale customers.
Our Retail segment includes 71 Cub Foods and Shoppers retail grocery stores acquired in the Supervalu acquisition. Prior to the
fourth quarter of fiscal 2020 and since the Supervalu acquisition, we had presented these stores within discontinued operations.
During the fourth quarter of fiscal 2020, we determined we no longer met the held for sale criterion for a probable sale to be
completed within 12 months for the Cub Foods business and the majority of the remaining Shoppers locations. As a result, our
Consolidated Financial Statements and financial information presented within this Annual Report on Form 10-K reflect the Retail
segment operations of Cub Foods and certain Shoppers stores within continuing operations, with prior periods having been revised
to conform with the current period presentation.
Throughout this Annual Report on Form 10-K references to Retail exclude previously disposed Shoppers stores, five Shoppers
stores that are held for sale, and the Hornbacher’s, Shop ‘n Save and Shop ‘n Save East retail banners, all of which we acquired
as a result of the Supervalu acquisition and previously disposed. The results of these businesses continue to be presented as
discontinued operations.
4
Our Products and Services
Our Product Offering
Our extensive selection of products includes natural, organic, specialty, produce, and conventional grocery, and non-food products.
We offer nationally advertised brand name and private-label products, including grocery (both perishable and nonperishable),
general merchandise, home, health and beauty care, and pharmacy, which are sold through our Wholesale segment to wholesale
customers and our Retail stores to shoppers. We offer six main product categories: grocery and general merchandise; produce;
perishables and frozen foods; nutritional supplements and sports nutrition; bulk and foodservice products; and personal care items.
Our private-label products include: the premium brand CULINARY CIRCLE®, which offers premium quality products in highly
competitive categories; WILD HARVEST® and Field Day®, which include organic, non-GMO and items free from over 140
undesirable ingredients; core brands ESSENTIAL EVERYDAY®, EQUALINE®, SPRINGFIELD®, and category-specific brands
ARCTIC SHORES SEAFOOD COMPANY®, BABY BASICS®, STONE RIDGE CREAMERY® and SUPER CHILL®, which
provide national brand equivalent products at a competitive price; and the value brand SHOPPERS VALUE®, which offers the
budget conscious consumer quality alternatives to national brands at substantial savings.
Manufacturing and Natural Branded Products Businesses
Our Blue Marble Brands portfolio is a collection of 16 organic, non-GMO, clean and specialty food brands representing more
than 700 unique retail and food service products sourced from 29 countries around the globe. Blue Marble Brands defines clean
ingredients to be minimally processed foods, using only essential ingredients that contain no artificial colors or flavors. Our Blue
Marble Brands products are sold through our Wholesale segment, third-party distributors and directly to retailers. Our Field Day®
brand is primarily sold to customers in our independent channel and is meant to serve as a private label brand for retailers to allow
them to compete with supermarket and supernatural chains which often have their own private label store brands.
Our subsidiary doing business as Woodstock Farms Manufacturing specializes in importing, roasting, packaging and distributing
nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections for our customers and in the Company’s
branded products. Woodstock Farms Manufacturing sells items manufactured in bulk and through private label packaging
arrangements with large health food, supermarket and convenience store chains and independent retailers.
We operate an organic (United States Department of Agriculture (“USDA”) and Quality Assurance International (“QAI”)) and
kosher (Circle K) certified packaging, roasting, and processing facility in New Jersey that is SQF (Safety Quality Food) level 2
certified.
Our Professional Services Offerings
We offer a broad array of professional services that provide Wholesale customers with cost-effective and scalable solutions. These
services include pass-through programs in which vendors provide services directly to our Wholesale customers, as well as services
and solutions we develop and provide directly. Our services include retail store support, advertising, couponing, e-commerce,
network and data hosting solutions, and administrative back-office solutions. The sales and operating results for these services
are included within Wholesale.
Our Marketing Services
We offer a variety of marketing services designed to increase sales for our customers and suppliers, including consumer and trade
marketing programs, as well as programs to support suppliers in understanding our markets. Trade and consumer marketing
programs are supplier-sponsored programs that cater to a broad range of retail formats. These programs are designed to educate
consumers, profile suppliers and increase sales for retailers, many of which do not have the resources necessary to conduct such
marketing programs independently. Set forth below are the services offered by each of these programs:
5
Consumer Marketing Programs
• 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.
• 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.
• Web and digital marketing services including websites, mobile applications, and e-commerce capabilities.
Trade Marketing Programs
• New item introduction programs showcase a supplier’s new items to retailers through trials and discounts.
• 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.
• Foodservice options designed to support accounts in that category.
• Monthly specials catalogs that highlight promotions and new product introductions.
• Specialized catalogs for holiday and seasonal products.
Supplier Marketing Programs
• 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.
• 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.
• 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.
• 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.
Periodically, we conduct focus group sessions with certain key retailers and suppliers to ascertain their needs and allow us to better
service them. We also provide our customers with:
trends reports in the natural and organic industry;
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• product data information such as best seller lists, store usage reports and catalogs;
• assistance with store layout designs, new store design and equipment procurement;
• planogramming, shelf and category management support;
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• shelf tags for products; and
• a robust customer portal with product information, search and ordering capabilities, reports and publications.
in-store signage and promotional materials, and assistance with planning and setting up product displays;
Organic Certification
Our “Certified Organic Distributor” certification covers all of our natural distribution centers in the United States, except for
facilities acquired in connection with the acquisitions of Tony’s, Haddon, and Nor-Cal. Although not designated as a “Certified
Organic Distributor” by QAI, the three Tony’s California locations are certified as Organic by the State of California Department
of Public Health Food and Drug Branch, and Nor-Cal is currently registered with the California Department of Food and Agriculture
Organic Program as an organic handler. In addition, our three Canadian distribution centers in British Columbia and Ontario each
hold one of the following organic distributor certifications: QAI, EcoCert Canada or ProCert Canada.
We maintain a comprehensive quality assurance program. All of the products we sell that are represented as “organic” are required
to be certified as such by an independent third-party agency. We maintain current certification affidavits on most organic
commodities and produce in order to verify the authenticity of the product. Most potential suppliers of organic products are required
to provide such third-party certifications to us before they are approved as suppliers.
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Working Capital
Normal operating fluctuations in working capital balances can result in changes to cash flow from operations presented in our
Consolidated Statements of Cash Flows that are not necessarily indicative of long-term operating trends. Our working capital
needs are generally greater during the months leading up to high sales periods, such as the build up in inventory during the time
period leading to the calendar year-end holidays. We typically finance these working capital needs with funds provided by operating
activities and available credit through our revolving credit facility. In fiscal 2020, we experienced significant changes in our
inventory, accounts payable and accounts receivable as a result of the customer behavior responses to the spread of COVID-19
and economic impacts in the second half of fiscal 2020. Our working capital levels have since stabilized to meet the higher levels
of demand, and we expect our working capital to fluctuate with any macroeconomic impacts and changes in food-at-home
purchasing levels.
Our Suppliers
We purchase our products from more than 11,000 suppliers. The majority of our suppliers are based in the United States and
Canada, but we also source products from suppliers throughout Europe, Asia, Central America, South America, Africa and Australia.
We believe suppliers of conventional, natural and organic products seek to distribute their products through us because we provide
access to a large customer base across the United States and Canada, distribute the majority of the suppliers’ products and offer a
wide variety of marketing programs to our customers to help sell the suppliers’ products. Substantially all product categories that
we distribute are available from a number of suppliers and, therefore, we are not dependent on any single source of supply for any
product category. In addition, although we have exclusive distribution arrangements and support programs with several suppliers,
none of our suppliers accounted for more than 5% of our total purchases in fiscal 2020.
We have positioned ourselves as one of the largest purchasers of organically grown bulk products in the natural and organic
products industry by centralizing our purchase of nuts, seeds, grains, flours and dried foods. As a result, we are able to negotiate
purchases from suppliers on the basis of volume and other considerations that may include discounted pricing or prompt payment
discounts. Furthermore, some of our purchase arrangements include the right of return to the supplier with respect to products that
we do not sell in a certain period of time. Each region is responsible for placing its own orders and can select the products that it
believes will most appeal to its customers, although each region is able to participate in our company-wide purchasing programs.
Our Distribution Systems
The sites for our distribution centers are chosen to provide direct access to our regional markets. This proximity allows us to reduce
our transportation costs relative to those of our competitors that seek to service these customers from locations that are often much
further away. We believe that we incur lower inbound freight expense than our regional competitors because our scale allows us
to buy full and partial truckloads of products. Products are delivered to our distribution centers primarily by our fleet of leased
trucks, contract carriers and the suppliers themselves. When financially advantageous, we pick up product from suppliers or satellite
staging facilities and return it to our distribution centers using our own trucks. Additionally, we generally can redistribute overstocks
and inventory imbalances between our distribution centers if needed, which helps to reduce out-of-stocks and to sell perishable
products prior to their expiration date.
The majority of our trucks are leased from a variety of national banks and are maintained by third-party national leasing companies,
which in some cases maintain facilities on our premises for the maintenance and service of these vehicles. We also have facilities
where we operate our own maintenance shops.
We ship certain orders for supplements or for items that are destined for areas outside of regular delivery routes through independent
carriers. Deliveries to areas outside the continental United States and Canada are typically shipped by freight-forwarders through
ocean-going containers.
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Our Focus on Technology
We have made significant investments in distribution, financial, information and warehouse management systems. We continually
evaluate and upgrade our management information systems at our regional operations in an effort to make the systems more
efficient, cost-effective and responsive to customer needs. These systems include functionality in radio frequency inventory control,
pick-to-voice systems, pick-to-light systems, computer-assisted order processing and slot locater/retrieval assignment systems.
At most of our receiving docks, warehouse associates attach computer-generated, preprinted locater tags to inbound products.
These tags contain the expiration date, locations, quantity, lot number and other information about the products in bar code format.
Customer returns are processed by scanning the UPC bar codes. We also employ a management information system that enables
us to lower our inbound transportation costs by making optimum use of our own fleet of trucks or by consolidating deliveries into
full truckloads. Orders from multiple suppliers and multiple distribution centers are consolidated into single truckloads for efficient
use of available vehicle capacity. In addition, we utilize route efficiency software that assists us in developing the most efficient
routes for our outbound trucks. As part of our “one company” approach, we are in the process of converting to a single national
warehouse management and procurement system to integrate our existing facilities, including acquired Supervalu facilities, onto
one nationalized platform across the organization. We continue to focus on the automation of our new or expanded distribution
centers that are at different stages of construction and implementation. These steps and others are intended to promote operational
efficiencies and improve operating expenses as a percentage of net sales.
Competition
The food distribution industry and the retail food industry are highly competitive. Our largest competition comes from direct
distribution, whereby a customer reaches a product volume level that justifies distribution directly from the manufacturer in order
to obtain a lower price. We compete on the basis of price, quality, assortment, schedule and reliability of deliveries and services,
value-added services, service fees and distribution facility locations. We compete in the United States and Canada with numerous
national, regional, and local distributors of grocery and non-grocery consumable products. We also face indirect competition
through our customers and direct competition in our retail stores from alternative methods of food distribution, such as internet-
based retailers, non-traditional retailers, discount supermarket chains, supercenters, membership warehouse clubs, dollar stores
and meal-delivery services.
The strategic acquisition of Supervalu provided us with greater scale, a broader product assortment, and a suite of professional
services that enhance our ability to compete. In recent years consolidation within the grocery industry has resulted in, and is
expected to continue to result in, increased competition, including from some competitors that have greater financial, marketing
and other resources than us.
Government Regulation
Our operations and many of the products that we distribute in the United States are subject to regulation by state and local health
departments, the USDA and the United States Food and Drug Administration (the “FDA”), which generally impose standards for
product quality and sanitation and are responsible for the administration of bioterrorism legislation. In the United States, our
facilities generally are inspected at least once annually by state or federal authorities. For certain product lines, we are also subject
to the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Perishable Agricultural Commodities Act, the Packers
and Stockyard Act and regulations promulgated by the USDA to interpret and implement these statutory provisions. The USDA
imposes standards for product safety, quality and sanitation through the federal meat and poultry inspection program.
The FDA Food Safety Modernization Act in the United States and the Safe Foods for Canadians Act in Canada have expanded
food safety requirements across the food supply chain and, among other things, impose additional regulations focused on
prevention of food contamination, more frequent inspection of high-risk facilities, increased record-keeping, and improved
tracing of food. Products that do not meet regulatory standards and/or comply with these regulations may be considered to be
adulterated and/or misbranded and subject to recall.
The Surface Transportation Board and the Federal Highway Administration regulate our trucking operations. In addition, interstate
motor carrier operations are subject to safety requirements prescribed by the United States Department of Transportation and other
relevant federal and state agencies. Such matters as weight and dimension of equipment are also subject to federal and state
regulations.
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Many of our facilities in the United States and in Canada are subject to various environmental protection statutes and regulations,
including those relating to the use of water resources and the discharge of wastewater. Further, many of our distribution facilities
have ammonia-based refrigeration systems and tanks for the storage of diesel fuel, hydrogen fuel and other petroleum products
which are subject to laws regulating such systems and storage tanks. Moreover, in some of our facilities we, or third parties with
whom we contract, perform vehicle maintenance. Our policy is to comply with all applicable environmental and safety legal
requirements. We are subject to other federal, state, provincial and local provisions relating to the protection of the environment
or the discharge of materials; however, these provisions do not materially impact the use or operation of our facilities.
Employees
As of August 1, 2020, we had approximately 28,300 full and part-time employees within continuing operations, 11,800 of whom
(approximately 42%) are covered by 51 collective bargaining agreements, including agreements under renegotiation. We have in
the past been the focus of union-organizing efforts, and we believe it is likely that we will be the focus of similar efforts in the
future.
Seasonality
Generally, we do not experience any material seasonality. However, our sales and operating results may vary significantly from
quarter to quarter due to factors such as changes in our operating expenses, management’s ability to execute our operating and
growth strategies, demand for our products, supply shortages and general economic conditions.
Available Information
Our internet address is http://www.unfi.com. The contents of our website are not part of this Annual Report, and our internet
address is included in this document as an inactive textual reference only. We make our Annual Report, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) available free of charge through our website as
soon as reasonably practicable after we file such reports with, or furnish such reports to, the Securities and Exchange Commission.
ITEM 1A. RISK FACTORS
Our business, financial condition and results of operations are subject to various risks and uncertainties, including those described
below and elsewhere in this Annual Report. This section discusses factors that, individually or in the aggregate, we think could
cause our actual results to differ materially from expected and historical results. If any of the events described below occurs, our
business, financial condition or results of operations could be materially adversely affected and our stock price could decline.
We provide these factors for investors as permitted by and to obtain the rights and protections under the Private Securities Litigation
Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should
not consider the following to be a complete discussion of all potential risks or uncertainties applicable to our business. See Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-Looking Statements for more
information on our business and the forward-looking statements included in this Annual Report.
Strategic and Operational Risks
We depend heavily on our principal customers and our success is heavily dependent on our principal customers’ ability to maintain
and grow their business.
Whole Foods Market, a subsidiary of Amazon.com, Inc., accounted for approximately 18% of our net sales in fiscal 2020. We
serve as the primary distributor of natural, organic, and specialty non-perishable products, and also distribute certain specialty
protein, cheese, deli items, and products from health, beauty, and supplement categories to Whole Foods Market in all of its regions
in the United States under the terms of our distribution agreement, which expires on September 28, 2025. Our ability to maintain
a close, mutually beneficial relationship with Whole Foods Market is an important element to our continued growth.
The loss or cancellation of business from Whole Foods Market, including from increased self-distribution to its own facilities,
closures of its stores, reductions in the amount of products that Whole Foods Market sells to its customers, or our failure to comply
with the terms of our distribution agreement with Whole Foods Market could materially and adversely affect our business, financial
condition, or results of operations. Similarly, if Whole Foods Market is not able to grow its business, including as a result of a
reduction in the level of discretionary spending by its customers or competition from other retailers, or if Whole Foods Market
diverts purchases from us beyond minimum amounts it is required to purchase under our distribution agreement, our business,
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financial condition, or results of operations may be materially and adversely affected. Additionally, given the continued growth
in sales to Whole Foods Market that we have experienced since fiscal 2018, if Whole Foods Market were to only purchase the
minimum purchase amounts under our agreement with them, it would negatively impact our financial results.
In addition to our dependence on Whole Foods Market, we are also dependent upon sales to our supermarket customers for both
natural and conventional products. To the extent that customers in this group make decisions to utilize alternative sources of
products, whether through other distributors or through self-distribution, our business, financial condition or results of operations
may be materially and adversely affected.
Our business is a low margin business and our profit margins may decrease due to intense competition and consolidation in the
grocery industry.
The grocery industry is characterized by relatively high volume of sales with relatively low profit margins, and as competition in
certain areas intensifies and the industry continues to consolidate, our results of operations may be negatively impacted through
a loss of sales and reductions in gross margins. The grocery business is intensely competitive, and the recent and ongoing
consolidation within the grocery industry is expected to result in increased competition, including from some competitors that
have greater financial, marketing, and other resources than we do. Consumers also have more choices for conventional grocery
purchases, including independent retailers we do not supply and e-commerce solutions, which reduces the demand for products
supplied by our wholesale customers. We cannot provide assurance that we will be able to compete effectively against current and
future competitors.
Our ability to compete successfully will be largely dependent on our ability to provide quality products and services at competitive
prices. Bidding for contracts or arrangements with customers or potential customers, particularly within the supernatural and
supermarkets channels, is highly competitive. Our competition comes from a variety of sources, including other distributors of
natural and conventional products, as well as specialty or independent grocery and mass market grocery distributors and retail
customers that have their own distribution channels. Mass market grocery distributors in recent years have increased their emphasis
on natural and organic products and are now competing more directly with our natural and organic product offerings, which are
generally higher margin than conventional product offerings. The higher margin on natural and organic product offerings could
be affected by changes in the public’s perception of the benefits of natural and organic products compared to similar conventional
products.
In addition, many supermarket chains have increased self-distribution of particular items that we sell or have increased their
purchases of particular items that we sell directly from suppliers. New competitors are also entering our markets as barriers to
entry for new competitors are relatively low. For example, more natural and organic products are being sold in convenience stores
and other mass market retailers and online through e-commerce than was the case a few years ago, and many of these customers
are being serviced by other conventional distributors or are self-distributing. Some of the mass market grocery distributors with
whom we compete may have substantially greater financial and other resources than we have and may be better established in
their markets. We also face indirect competition as a result of the fact that our customers with physical locations face competition
from online retailers and distributors that seek to sell certain of the type of products we sell to our customers directly to consumers.
We cannot assure you that our current or potential competitors will not provide products or services comparable or superior to
those provided by us or adapt more quickly than we do to evolving industry trends or changing market requirements. It is also
possible that alliances among competitors may develop and that competitors may rapidly acquire significant market share or that
certain of our customers will increase self-distribution to their own retail facilities. Increased competition may result in price
reductions, reduced gross margins, lost business and loss of market share, any of which could materially and adversely affect our
business, financial condition, or results of operations.
The continuing consolidation of retailers in the natural products industry, the growth of supernatural chains, and increased closures
of conventional grocery locations may reduce our profit margins in the future as more customers qualify for greater volume
discounts, and as we experience pricing pressures from suppliers and retailers. For example, in fiscal 2020, we were negatively
impacted by the consolidation in the natural products industry with bankruptcies of three of our natural retailer customers. In
addition, while natural product retailers have performed well through the COVID-19 pandemic, there is no assurance that increased
volume at these customers will be sustained over the long-term. Sales to chain customers generate a lower gross margin than do
sales to our independents channel customers. Many of these customers, including our largest customer, have agreements with us
that include volume discounts. As the amounts these customers purchase from us increase, the price that they pay for the products
they purchase is reduced, putting downward pressure on our gross margins on these sales. To compensate for these lower gross
margins, we must increase the dollar value of products we sell or reduce the expenses we incur to service these customers. If we
are unable to reduce our expenses as a percentage of net sales, including our expenses related to servicing this lower gross margin
business, our business, financial condition, or results of operations could be materially and adversely impacted.
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We are transforming our business and have engaged, and may continue to engage in, acquisitions and divestitures and other
strategic initiatives, and may encounter difficulties integrating acquired businesses or divesting businesses or assets and may not
realize the anticipated benefits of our acquisitions and divestitures, including, in particular, our acquisition of Supervalu.
We have engaged in, and could potentially continue to pursue, strategic transactions and initiatives as we transform our business.
Acquisitions and divestitures present significant challenges and risks relating to the integration of acquired businesses and the
separation of divested businesses.
On October 22, 2018, we acquired Supervalu, a complex business that was in the process of integrating two recently acquired
substantial businesses. On June 23, 2017, Supervalu acquired Unified Grocers, Inc. (“Unified”), a retailer-owned cooperative
focused on wholesale grocery and specialty distribution on the West Coast of the United States. On December 8, 2017, Supervalu
acquired Associated Grocers of Florida, Inc. (“AG Florida”), a retailer-owned cooperative that distributes full lines of grocery and
general merchandise to independent retailers, located primarily in South Florida, the Caribbean, Central and South America and
Asia. The processes of integrating Supervalu, Unified and AG Florida may be disruptive to our business operations and may
distract our management team from their day-to-day responsibilities. There can also be no assurance that we will be able to
successfully complete the integration of Supervalu, Unified, and AG Florida to achieve the operational efficiencies, including
synergistic and other benefits of the acquisitions.
Our ability to achieve the expected benefits of acquisitions, and in particular the Supervalu acquisition, will depend on, among
other things, our ability to effectively execute on our business strategies, retain customers and suppliers on terms similar to those
in place with the acquired businesses, achieve desired operating efficiencies and sales growth, optimize delivery routes, coordinate
administrative and distribution functions, integrate management information systems, expand into new markets to include markets
of the acquired business, retain and assimilate the acquired businesses’ employees, and maintain our financial and internal controls
and systems as we expand our operations. Achieving the anticipated benefits of acquisitions also depends on the adequacy of our
implementation plans and the ability of management to oversee and operate effectively the combined operations.
To realize the anticipated benefits of the Supervalu acquisition, our business must be successfully combined with Supervalu. We
could fail to realize the anticipated benefits for a variety of reasons, including failure to leverage the increased scale of the combined
company quickly and effectively, difficulties integrating information technology systems, failure to effectively coordinate sales,
procurement, and marketing efforts to communicate the capabilities of the combined company, and failure to execute an efficient
integrated distribution network incorporating our spectrum of product offerings.
The integration of Supervalu and other businesses that we have acquired might also cause us to incur unforeseen costs, which
would lower our future earnings and would prevent us from realizing the expected benefits of these acquisitions. Any of the
businesses we acquired may also have liabilities or adverse operating issues, including some that were not discovered before the
acquisition, and our indemnity for such liabilities may also be limited or nonexistent. The integration process could divert the
attention of management and temporarily redirect resources primarily focused on reducing product cost and operating expenses,
resulting in lower gross profits in relation to sales. In addition, the process of combining our company with Supervalu could cause
interruption or loss of momentum in the activities of the respective businesses, which could have a material adverse effect on the
combined operations.
Additionally, our ability to make any future acquisitions may depend upon obtaining additional financing. We may not be able to
obtain additional financing on acceptable terms or at all. To the extent that we seek to acquire other businesses in exchange for
our common stock, fluctuations in our stock price could have a material adverse effect on our ability to complete acquisitions.
Failure to achieve the anticipated benefits of acquisitions could result in decreases in the amount of expected revenues and diversion
of management’s time and energy. Therefore, future acquisitions, if any, could materially and adversely impact our business,
financial condition, or operating results including, ultimately, a reduction in our stock price, particularly in periods immediately
following the consummation of those transactions while the operations of the acquired business are being integrated with our
operations.
We have announced our intention to divest Supervalu’s retail grocery businesses in an efficient and economic manner. There can
be no assurance that we will be able to (i) identify buyers for the retail business of Supervalu on favorable terms or at all, (ii)
effectively retain employees and conduct business at the stores within the retail business while we seek to identify buyers for these
operations, or (iii) effectively minimize liabilities and stranded costs associated with the disposal of these operations, including
surplus property and management of remaining obligations under real estate leases. If we are unable to divest Supervalu’s retail
grocery business or realize fewer net proceeds from the divesture than we anticipate, we may not be able to reduce our indebtedness
as planned and will incur higher interests costs as a result. Our failure to efficiently or competitively operate our retail grocery
business in the interim may negatively impact the amount of net proceeds we receive from the divestiture. Our inability to complete
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or realize the projected benefits of planned and/or future divestitures could have a material adverse effect on our business, financial
condition, or results of operations.
We may have difficulty managing our growth.
The growth in the size of our business and operations has placed, and is expected to continue to place, a significant strain on our
management. Our future growth may be limited by strong growth by certain of our largest customers or our inability to optimize
our network of distribution centers to serve our customers, retain existing customers, successfully integrate acquired entities or
significant new customers, implement information systems initiatives, or adequately manage our personnel.
We have substantially expanded our distribution center network through the acquisition of Supervalu. If we fail to optimize the
volume of supply operations in our distribution center network or do not retain existing business, excess capacity may be created.
Any excess capacity may create inefficiencies and adversely affect our business, financial condition, or results of operations,
including as a result of incurring operating costs for these facilities while the volume of products supplied from these facilities is
insufficient to cover these costs.
We cannot assure you that we will be able to successfully optimize our distribution center network or open new distribution centers
in new or existing markets if needed to accommodate or facilitate growth or that certain of our distribution centers will not have,
or continue to have, operational challenges. Our ability to compete effectively and to manage future growth, if any, will depend
on our ability to maximize operational efficiencies across our distribution center network, to implement and improve on a timely
basis operational, financial and management information systems, including our warehouse management systems, and to expand,
train, motivate and manage our work force. We cannot assure you that our existing personnel, systems, procedures and controls
will be adequate to support the future growth of our operations. Our inability to manage our growth effectively could have a
material adverse effect on our business, financial condition, or results of operations.
Our future growth is limited in part by the size and location of our distribution centers. As we near maximum utilization of a given
facility or maximize our processing capacity, operations may be constrained and inefficiencies have been and may be created,
which could adversely affect our business, financial condition or results of operations unless the facility is expanded, volume is
shifted to another facility, or additional processing capacity is added.
Our inability to maintain or increase our operating margins could adversely affect our results of operations and the price of our
stock.
As competition increases, the grocery industry consolidates, macro challenges in grocery demand become more pronounced, and
we attempt to affiliate larger wholesale customers, we expect to continue to face pressure on our operating margins. If we are not
able to continue to capture scale efficiencies and enhance our merchandise offerings, if we are not able to achieve our targeted
synergies for our acquisition of Supervalu and Supervalu’s acquisitions of Unified and AG Florida, or if we are not able to reduce
our costs as we divest certain of our retail operations, we may not be able to achieve our goals with respect to operating margins.
In addition, if we do not refine and improve our systems continually or if we are unable to effectively improve our systems without
disruption, including any information technology migration to a cloud environment, we may not be able to reduce costs, increase
sales and services, effectively manage inventory and procurement processes, or effectively manage customer pricing plans. As a
result, our operating margins may stagnate or decline, which could adversely affect the price of our common stock.
Our wholesale distribution business could be adversely affected if we are not able to affiliate new customers, increase sales to
existing customers or retain existing customers, or if our wholesale customers fail to perform.
The profitability of our wholesale segment is dependent upon sufficient volume to support our operating infrastructure, which is
dependent on our ability to attract new customers, increase sales to existing customers, and retain existing customers. The inability
to attract new customers or the loss of existing customers to a competing wholesaler or due to retail closure, vertical integration
by an existing customer converting to self-distribution, or industry consolidation may negatively impact our sales and operating
margins.
Our success also depends in part on the financial success and cooperation of our wholesale customers. These wholesale customers
manage their businesses independently and, therefore, are responsible for the day-to-day operation of their stores. They may not
experience an acceptable level of sales or profitability, and our revenues and gross margins could be negatively affected as a result.
We may also need to extend credit to our wholesale customers, including through loans, market support or guarantees. While we
seek to obtain security interests and other credit support in connection with the financial accommodations we extend, such collateral
may not be sufficient to cover our exposure. Additionally, in the past we have entered into wholesale customer support arrangements
to guaranty or subsidize real estate obligations, which make us contingently liable in the event our wholesale customers default.
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If sales trends or profitability worsen for wholesale customers, their financial results may deteriorate, which could result in, among
other things, lost business for us, delayed or reduced payments to us or defaults on payments or other liabilities owed by wholesale
customers to us, any of which could adversely impact our financial condition and results of operations, as well as our ability to
grow our wholesale business. In this regard, our wholesale customers are affected by the same economic conditions, including
food inflation and deflation, and competition that our retail segment faces. The magnitude of these risks increases as the size of
our wholesale customers increases.
Many of our customers are not obligated to continue purchasing products from us and larger customers that do have multiyear
contracts with us may terminate these contracts early in certain situations or choose not to renew or extend the contract at its
expiration.
Many of our wholesale customers buy from us under purchase orders, and we generally do not have written agreements with or
long-term commitments from these customers for the purchase of products. We cannot assure you that these customers will maintain
or increase their sales volumes or orders for the products supplied by us or that we will be able to maintain or add to our existing
customer base. Decreases in our volumes or orders for products supplied by us for these customers with whom we do not have a
long-term contract may have a material adverse effect on our business, financial condition, or results of operations.
We may have contracts with certain of our customers (as is the case with many of our conventional supermarket customers and
our supernatural chain customer) that obligate the customer to buy products from us for a particular period of time. Even in this
case, the contracts may not require the customer to purchase a minimum amount of products from us or the contracts may afford
the customer better pricing in the event that the volume of the customer’s purchases exceeds certain levels. If these customers
were to terminate or fail to perform under these contracts prior to their scheduled termination, or if we or the customer elected not
to renew or extend the term of the contract at its expiration at historical purchase levels, it may have a material adverse effect on
our business, financial condition, or results of operations, including additional operational expenses to transition out of the business
or to adjust our facilities and staffing costs to cover the reduction in net sales.
Changes in relationships with our suppliers may adversely affect our profitability, and conditions beyond our control can interrupt
our supplies and alter our product costs.
We cooperatively engage in a variety of promotional programs with our suppliers. We manage these programs to maintain or
improve our margins and increase sales. Recently, we have experienced a reduction in promotional spending and payment of
slotting fees for new products by our suppliers as a result of the COVID-19 pandemic, and we may experience further reductions
or changes in promotional spending (including as a result of increased demand for natural and organic products) which could have
a significant impact on our profitability. We depend heavily on our ability to purchase merchandise in sufficient quantities at
competitive prices, and recently we have experienced a higher than anticipated level of vendor out-of-stocks, which may expose
us to reduced fill rates with our customers, resulting in higher costs, fees, or penalties, and therefore lower margins. We have no
assurances of continued supply, pricing, or access to new products and any supplier could at any time change the terms upon which
it sells to us or discontinue selling to us.
The majority of our suppliers are based in the United States and Canada, but we also source products from suppliers throughout
Europe, Asia, Central America, South America, Africa and Australia. For the most part, we do not have long-term contracts with
our suppliers committing them to provide products to us. Although our purchasing volume can provide benefits when dealing with
suppliers, suppliers may not provide the products needed by us in the quantities and at the prices requested. For example, we have
experienced, and continue to experience, higher than usual levels of out-of-stocks leading to reduced fill rates during the COVID-19
pandemic. We are also subject to delays caused by interruption in production and increases in product costs based on conditions
outside of our control. These conditions include work slowdowns, work interruptions, strikes or other job actions by employees
of suppliers, short-term weather conditions or more prolonged climate change, crop conditions, product recalls, water shortages,
transportation interruptions, unavailability of fuel or increases in fuel costs, competitive demands, raw material shortages, and
natural disasters or other catastrophic events (including, but not limited to food-borne illnesses). As demand for natural and organic
products has increased and the distribution channels into which these products are sold have expanded, we have continued to
experience higher levels of manufacturer out-of-stocks, and to a lesser degree, we also experience out-of-stocks on certain
conventional products. These shortages have caused us to incur higher operating expenses due to the cost of moving products
around and between our distribution facilities in order to keep our service level high. We cannot be sure when this trend will end
or whether it will recur during future years. As the consumer demand for natural and organic products has increased, certain
retailers and other producers have entered the market and attempted to buy certain raw materials directly, limiting their availability
to be used in certain supplier products. In addition, increased tariffs on imported goods, and any retaliatory actions by affected
countries, may result in an increased in our costs for goods imported into the United States, and may reduce customer demand for
affected products if the parties having to pay those tariffs increase their prices.
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Further, increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our
supply chain or impact demand for our products, including the specialty protein and cheese products sold by Tony’s. For example,
in the past, weather patterns have at times resulted in lower than normal levels of precipitation in key agricultural states, such as
California, impacting the price of water and corresponding prices of food products grown in states facing drought conditions. The
impact of sustained droughts is uncertain and could result in volatile input costs. Input costs could increase at any point in time
for a large portion of the products that we sell for a prolonged period. Conversely, in years where rainfall levels are abundant
product costs, particularly in our perishable and produce businesses, may decline and the results of this product cost deflation
could negatively impact our results of operations. Our inability to obtain adequate products as a result of any of the foregoing
factors or otherwise could prevent us from fulfilling our obligations to customers, and customers may turn to other distributors.
In that case, our business, financial condition or results of operations could be materially and adversely affected.
We have experienced losses due to the uncollectability of accounts and notes receivable in the past and could experience increases
in such losses in the future if our customers are unable to timely pay their debts to us.
Certain of our customers have from time to time experienced bankruptcy, insolvency, or an inability to pay their debts to us as
they come due. If our customers suffer significant financial difficulty, they may be unable to pay their debts to us timely or at all,
which could have a material adverse effect on our business, financial condition, or results of operations. It is possible that customers
may reject their contractual obligations to us under bankruptcy laws or otherwise. Significant customer bankruptcies could further
adversely affect our revenues and increase our operating expenses by requiring larger provisions for bad debt. For example, we
incurred significant bad debt expense in the second quarter of fiscal 2020 as a result of three customer bankruptcies. In addition,
even when our contracts with these customers are not rejected, if customers are unable to meet their obligations on a timely basis,
it could adversely affect our ability to collect receivables. Further, we may have to negotiate significant discounts and/or extended
financing terms with these customers in such a situation, each of which could have a material adverse effect on our business,
financial condition, or results of operations.
During periods of economic weakness, small to medium-sized businesses, like many of our independents channel customers, may
be impacted more severely and more quickly than larger businesses. Similarly, these smaller businesses may be more likely to be
more severely impacted by events outside of their control, like significant weather events. Consequently, the ability of such
businesses to repay their obligations to us may deteriorate, and in some cases this deterioration may occur quickly, which could
materially and adversely impact our business, financial condition, or results of operations.
We face risks related to labor relations, labor costs, and the availability of qualified labor.
As of August 1, 2020, approximately 11,800 of our 28,300 employees (approximately 42%) were covered by 51 collective
bargaining agreements, including agreements under negotiation, which expire through August 2026, including 37 collective
bargaining agreements assumed in our acquisition of Supervalu. If we are not able to renew these agreements or are required to
make significant changes to these agreements that are unfavorable to us, our relationship with these employees may become
fractured, work stoppages could occur or we may incur additional expenses which could have a material adverse effect on our
business, financial condition, or results of operations. We have in the past been the focus of union-organizing efforts, and we
believe it is likely that we will be the focus of similar efforts in the future. Additionally, the terms of some legacy Supervalu
collective bargaining agreements may limit our ability to increase efficiencies, while the threat of labor disruption is greater due
to the larger number of represented locations.
As we increase our employee base and broaden our distribution operations to new geographic markets, our increased visibility
could result in increased or expanded union-organizing efforts. New contracts with existing unions could have substantially less
favorable terms than prior to such expanded union-organizing efforts. In the event we are unable to negotiate contract renewals
with our union associates, we could be subject to work stoppages. In that event, it would be necessary for us to hire replacement
workers to continue to meet our obligations to our customers. The costs to hire replacement workers and employ effective security
measures could negatively impact the profitability of any affected facility. Depending on the length of time that we are required
to employ replacement workers and security measures these costs could be significant and could have a material adverse effect
on our business, financial condition, or results of operations.
We are subject to a wide range of labor costs. Because our labor costs are, as a percentage of net sales, higher than in many other
industries, we may be significantly harmed by labor cost increases. In addition, labor is a significant cost of many of our wholesale
customers. Any increase in their labor costs, including any increases in costs as a result of increases in minimum wage requirements,
could reduce the profitability of our customers and reduce demand for the products we supply.
Additionally, we risk a shortage of qualified labor. Recruiting and retention efforts, and actions to increase productivity, may not
be successful, and we could encounter a shortage of qualified labor in the future. Such a shortage could potentially increase labor
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costs, reduce profitability or decrease our ability to effectively serve customers. We are undertaking efforts to automate certain
functions of our business. If we are unable to realize the anticipated benefits of our efforts to improve labor efficiency through
automation or to increase productivity and efficiency through other methods, including as a result of delays in executing our
business transformation and integration efforts, we may be more susceptible to labor shortages than our competitors.
Disruptions to our or third-party information technology systems, including cyber-attacks and security breaches, and the costs of
maintaining secure and effective information technology systems could negatively affect our business and results of operations.
The efficient operation of our businesses is highly dependent on computer hardware and software systems, including customized
information technology systems. Additionally, our businesses increasingly involve the receipt, storage and transmission of sensitive
data, including personal information about our customers, employees, and vendors and our proprietary business information. We
also share information with vendors. Information systems are vulnerable to not functioning as designed and to disruptions and
security breaches by computer hackers and cyber terrorists.
Although we continue to take actions to strengthen the security of our information technology systems, these measures and
technology may not adequately anticipate or prevent security breaches in the future or we may not be able to timely implement
these measures and technology. Cyber-attacks are rapidly evolving and becoming increasingly frequent, sophisticated and difficult
to detect. The failure to promptly detect, determine the extent of, appropriately respond to, and contain a significant data security
attack or breach of our systems or any third-party systems used by us could have a material adverse impact on our business,
financial condition, or results of operations. We could also lose credibility with our customers and suffer damage to our reputation
and future sales, including through negative publicity and social media. In addition, the unavailability of the information systems
or failure of these systems or software to perform as anticipated for any reason and any inability to respond to, or recover from,
such an event, could disrupt our business, impact our customers and could result in decreased performance, increased overhead
costs and increased risk for liability, causing our business and results of operations to suffer.
As a merchant that accepts debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard
(“PCI DSS”), issued by the PCI Council. Additionally, we are subject to PCI DSS as a service provider, which is a business entity
that is not a payment brand directly involved in the processing, storage or transmission of cardholder data. PCI DSS contains
compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and
transmission of individual cardholder data. By accepting debit cards for payment, we are also subject to compliance with American
National Standards Institute data encryption standards and payment network security operating guidelines. The cost of complying
with stricter privacy and information security laws, standards and guidelines, including evolving PCI DSS standards, and
developing, maintaining, and upgrading technology systems to address future advances in technology, could be significant and
we could experience problems and interruptions associated with the implementation of new or upgraded systems and technology
or with maintenance or adequate support of existing systems. Failure to comply with such laws, standards, and guidelines, or
payment card industry standards such as accepting Europay, MasterCard and Visa (EMV) transactions, could have a material
adverse impact on our business, financial condition, or results of operations.
Our business strategy of increasing our sales of fresh, perishable items, which we accelerated with our acquisition of Supervalu
and our prior acquisitions of Tony’s, Global Organic and Nor-Cal, may not produce the results that we expect.
A key element of our current growth strategy is to increase the amount of fresh, perishable products that we distribute. We believe
that the ability to distribute these products that are typically found in the perimeter of our customers’ stores, in addition to the
products we have historically distributed, will differentiate us from our competitors and increase demand for our products. We
accelerated this strategy with our acquisition of Supervalu and, before that, our acquisitions of Tony’s, Global Organic/Specialty
Source, Inc. and related affiliates, and Nor-Cal. If we are unable to grow this portion of our business and manage that growth
effectively, our business, financial condition, or results of operations may be materially and adversely affected, or we may not be
able to fully realize the benefits of the Supervalu acquisition.
Increases in healthcare, pension, and other costs under the Company’s and multiemployer benefit plans could adversely affect
our financial condition and results of operations.
We provide health, defined benefit pension, defined contribution, and, in certain cases, postretirement benefits to many of our
employees and, in some cases, former employees and the costs of such benefits continue to increase. The amount of any increase
depends on a number of different factors, many of which are beyond our control. These factors include governmental regulations
such as The Patient Protection and Affordable Care Act, which has resulted in changes to the U.S. healthcare system and imposes
mandatory types of coverage, reporting and other requirements; return on assets held in plans; changes in actuarial valuations,
estimates, assumptions or calculations used to determine our benefit obligations for certain benefit plans, which require the use
of significant estimates, including the discount rate, expected long-term rate of return on plan assets, mortality rates and the rates
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of increase in compensation and healthcare costs; for multiemployer plans, the outcome of collective bargaining and actions taken
by trustees who manage the plans; and potential changes to applicable legislation or regulation. If we are unable to control these
benefits and costs, we may experience increased operating costs, which may adversely affect our financial condition and results
of operations.
Additionally, Company-sponsored plans and multiemployer pension plans are underfunded with the projected benefit obligations
exceeding the fair value of those plans’ assets, in certain cases (for example, Central States Pension Plan), by a wide margin.
Withdrawal liabilities from multiemployer plans could be material, and potential exposure to withdrawal liabilities could cause
us to forgo or negatively impact our ability to enter into other business opportunities. Some of these plans have required rehabilitation
plans or funding improvement plans, and we can give no assurances of the extent to which a rehabilitation plan or a funding
improvement plan will improve the funded status of the plan. We expect that increases of unfunded liabilities of these plans would
result in increased future payments by us and the other participating employers over the next few years. Any changes to our pension
plans that would impact associates covered by collective bargaining agreements will be subject to negotiation, which may limit
our ability to manage our exposure to these plans. A significant increase to funding requirements could adversely affect our financial
condition, results of operations, or cash flows. The financial condition of these pension plans may also negatively impact our debt
ratings, which may increase the cost of borrowing or adversely affect our ability to access financial markets.
Failure by us to develop and operate a reliable technology platform and the costs of maintaining secure and effective information
technology systems could negatively impact our business, and we may not realize the anticipated benefits of our recent investments
in information technology.
Our ability to decrease costs and increase profits, as well as our ability to serve customers most effectively, depends on the reliability
of our technology platform. We use software and other technology systems, among other things, to receive, generate and select
orders, to load and route trucks and to monitor and manage our business on a day-to-day basis. Failure to have adequate computer
systems across the enterprise and any disruption to these computer systems could adversely impact our customer service, decrease
the volume of our business, and result in increased costs negatively affecting our business, financial condition, or results of
operations.
In our attempt to reduce operating expenses and increase operating efficiencies, we have invested in the development and
implementation of new information technology. We are in the process of rolling out a national warehouse management and
procurement system to convert our existing facilities into a single warehouse management and supply chain platform. In light of
the acquisition of Supervalu, we are reevaluating our warehouse management system strategy. However, we currently plan to
remain focused on the automation of our new or expanded distribution centers that are at different stages of construction. We may
not be able to implement these technological changes in the time frame that we have planned and delays in implementation
(including delays resulting from the integration of Supervalu) could negatively impact our business, financial condition or results
of operations. In addition, the costs to make these changes may exceed our estimates and will exceed the benefits during the early
stages of implementation. Even if we are able to implement the changes in accordance with our current plans, and within our
current cost estimates, we may not be able to achieve the expected efficiencies and cost savings from this investment, which could
have a material adverse effect on our business, financial condition, or results of operations. Moreover, as we implement information
technology enhancements, disruptions in our business may be created (including disruption with our customers), which may have
a material adverse effect on our business, financial condition, or results of operations.
Our insurance and self-insurance programs may not be adequate to cover future claims.
We use a combination of insurance and self-insurance to provide for potential liabilities, including workers’ compensation, general
and auto liability, director and officer liability, property risk, cyber and privacy risks and employee healthcare benefits. We believe
that our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that
cannot be insured against or that we believe are not commercially reasonable to insure. These losses, should they occur, could
have a material adverse effect on our business, financial condition or results of operations. In addition, the cost of insurance
fluctuates based upon our historical trends, market conditions, and availability.
We estimate the liabilities and required reserves associated with the risks we retain. Any such estimates and actuarial projection
of losses is subject to a considerable degree of variability. Among the causes of this variability are changes in benefit levels, medical
fee schedules, medical utilization guidelines, severity of injuries and accidents, vocation rehabilitation and apportionment and
unpredictable external factors affecting inflation rates, discount rates, rising healthcare costs, litigation trends, legal interpretations,
and actual claim settlement patterns. If actual losses incurred are greater than those anticipated, our reserves may be insufficient
and additional costs could be recorded in our consolidated financial statements. If we suffer a substantial loss that exceeds our
self-insurance reserves and any excess insurance coverage, the loss and attendant expenses could harm our business, financial
condition, or results of operations.
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Impairment charges for goodwill or other long-lived assets could adversely affect the Company’s financial condition and results
of operations.
We monitor the recoverability of our long-lived assets, such as buildings and equipment, and evaluate their carrying value for
impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully
recoverable. We annually review goodwill to determine if impairment has occurred. Additionally, interim reviews are performed
whenever events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that
impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value
and fair value of the long-lived assets or the carrying value and fair value of the reporting unit, in the period the determination is
made. The testing of long-lived assets and goodwill for impairment requires us to make estimates that are subject to significant
assumptions about our future revenue, profitability, cash flows, fair value of assets and liabilities, weighted average cost of capital,
as well as other assumptions. Changes in these estimates, or changes in actual performance compared with these estimates, may
affect the fair value of long-lived assets or reporting unit, which may result in an impairment charge.
We cannot accurately predict the amount or timing of any impairment of assets. Should the value of long-lived assets or goodwill
become impaired, our financial condition and results of operations may be adversely affected.
Our debt agreements contain restrictive covenants that may limit our operating flexibility.
Our debt agreements, including the loan agreement (the “ABL Loan Agreement”) related to our $2,100 million asset-based revolving
credit facility (the “ABL Credit Facility”) entered into on August 30, 2018, as amended, and the term loan agreement (the “Term
Loan Agreement”) related to our $1,950.0 million term loan facility (the “Term Loan Facility”) entered into in October 2018,
contain financial covenants and other restrictions that limit our operating flexibility and limit our flexibility in planning for or
reacting to changes in our business. These restrictions may prevent us from taking actions that we believe would be in the best
interest of our business if we were not subject to these limitations and may make it difficult for us to successfully execute our
business strategy or effectively compete with companies that are not similarly restricted.
In addition, our ABL Loan Agreement and Term Loan Agreement require that we comply with various financial tests and impose
certain restrictions on us, including among other things, restrictions on our ability to incur additional indebtedness, create liens
on assets, make loans or investments, or pay dividends. Failure to comply with these covenants could have a material adverse
effect on our business, financial condition, or results of operations.
The cost of the capital available to us and limitations on our ability to access additional capital may have a material adverse
effect on our business, financial condition, or results of operations.
Historically, acquisitions and capital expenditures have been a large component of our growth. We anticipate that capital
expenditures will continue to be, and acquisitions may be, important to our growth in the future. As a result, increases in the cost
of capital available to us, which could result from volatility in the credit markets, downgrades of our credit ratings, or our not
being in compliance with restrictive covenants under our debt agreements, or our inability to access additional capital to finance
acquisitions and capital expenditures through borrowed funds could restrict our ability to grow our business organically or through
acquisitions, which could have a material adverse effect on our business, financial condition, or results of operations.
In addition, our profit margins depend on strategic investment buying initiatives, such as discounted bulk purchases, which require
spending significant amounts of working capital up-front to purchase products that we then sell over a multi-month time period.
Therefore, increases in the cost of capital available to us or our inability to access additional capital through borrowed funds at
economic terms could restrict our ability to engage in strategic investment buying initiatives, which could reduce our profit margins
and have a material adverse effect on our business, financial condition, or results of operations.
We have a significant service relationship with Save-A-Lot, and the wind-down of our relationship with Save-A-Lot could adversely
impact our results of operations.
We have provided significant support services to Save-A-Lot since Supervalu divested it in December 2016. We will lose a
significant amount of revenue and corresponding operating earnings as a result of the wind-down of our large professional services
agreement with Save-A-Lot, which agreement is scheduled to expire in December 2021. We have been executing on our plan to
reduce costs, grow our sales and enhance our margins over the past several years, but we may not be able to grow sales quickly
enough, further eliminate costs or enhance margins to fully mitigate the lost revenue as the services agreement unwinds. Failure
to execute on our services offering and growth strategy, including making the necessary capital investments for that growth while
managing additional cost reductions, could further adversely impact our results of operations. Our services agreement with Save-
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A-Lot provides certain rights for the customers. The services agreement will typically include a fixed term but provide the customer
certain termination rights, including in the event of our material breach, and may give the customer certain termination and monetary
rights with respect to specified services or service categories in the event we do not perform to agreed-upon minimum levels of
service. The services agreement will also generally require us to indemnify the customer against third-party claims arising out of
the performance of the services under the agreement. Termination of services agreements, in whole or in part, and in particular
the services agreement with Save-A-Lot, could adversely affect our business or results of operations.
Changes in the military commissary system or decreases in governmental funding could negatively impact the sales and operating
performance of our military business.
Our wholesale segment sells and distributes grocery products to military commissaries and exchanges in the United States. The
commissary system has experienced material changes as the Defense Commissary Agency has looked to reduce the level of
governmental funding required for the system, including to lower prices from suppliers and to offer its own private-label products.
The military food distribution industry already has narrow operating margins making economies of scale critical for distributors.
These changes could have an adverse impact on the sales and operating performance of our military business. Additionally, our
military business faces competition from large national and regional food distributors, as well as smaller food distributors, and
the military commissaries and exchanges face competition from low-cost retailers.
Economic Risks
Pandemics or disease outbreaks, such as the COVID-19 pandemic, may disrupt our business, including among other things,
increasing our costs, impacting our supply chain, and driving change in customer and consumer demand for our products, and
could have a material adverse impact on our business.
The outbreak of COVID-19 in the United States and Canada had sudden and significant impacts on our industry, including increased
demand for the products we distribute as consumers began pantry loading and the consumption of food at home increased due to
social distancing and stay-at-home orders. We have continued to experience elevated demand as consumers continue to eat at
home rather than at restaurants, school or work. While our independent customers have performed well through the COVID-19
pandemic, there is no assurance that increased volume at these customers will be sustained over the long-term. The increased
wholesale customer and end-consumer demand may decrease relative to current levels if and when the need for social distancing,
quarantine or isolation measures decreases, and we are unable to predict when and to what extent that may occur. These measures
have also had an adverse impact on the economies of North America. The ultimate impact of COVID-19 on our business and the
economy, and the duration thereof, is uncertain.
Our business may be negatively impacted as a result of the COVID-19 pandemic. For example, we have incurred, and expect to
continue to incur, increased costs, including: labor costs resulting from overtime, paid sick leave, or leaves of absence; costs
associated with safety measures throughout our facilities, including enhanced sanitation, social distancing practices, such as
partitions, decals, pre-shift temperature screenings, and the provision of personal protective equipment to our associates; costs
associated with evaluating and piloting additional safety measures; and other operating costs due to short-term significant increases
in demand spikes. In addition, we provided our associates with temporary state of emergency wage increases and increased overtime
to warehouse, driver, and in-store associates during the peak of the pandemic, and may reinstitute that benefit in the future. If there
were a rapid reduction in demand for the products we distribute, and we were unable to sufficiently reduce these costs, our results
may be negatively impacted. We have experienced higher than usual levels of out-of-stocks leading to reduced fill rates, which
may result in higher costs, fees, or penalties. We have experienced temporary facility closures due to the time required for increased
sanitation procedures, and we may experience future facility closures due to outbreaks of COVID-19, reduced workforce or
government mandates. We could experience disruptions to our supply chain through the shutdown of one or more of our distribution
centers or warehouses, the inability to transport products to serve our customers or the inability of our vendors and contract
manufacturers to supply products to us.
We have experienced declines in certain of our channels as a result of changes in consumer purchasing habits related to COVID-19,
including reductions in food service, bulk snacks, seeds and nuts, and international categories. Changes in consumer purchasing
habits, including potential reduced sales to our wholesale customers in the future due to a shift back to food away from home,
which may be accelerated following the development and distribution of a vaccine, may negatively impact our results. Further,
the pandemic has accelerated the consumer shift to e-commerce and new ways to purchase food, including increased restaurant
and other delivery options, which may negatively impact demand at our retail grocery customers, and which trends may continue
beyond the cessation of social distancing practices. In addition, our business could be negatively impacted by reduced workforces
due to illness or other restrictions related to COVID-19; a shortage of qualified labor to support meeting increased demand; any
failure of third parties on which we rely, including our suppliers, contract manufacturers, contractors and external business partners
to meet their obligations to us, or significant disruptions in their ability to do so; or diversion of management’s attention, including
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if any key employee becomes ill, and resources primarily focused on reducing operating expenses being redirected. In addition,
the contraction of financial markets may impact our ability to execute transactions to dispose of or acquire real estate or distribution
assets, including potential impacts to our ability to divest our retail operations.
We cannot predict the duration of the impact of COVID-19 or any related policies, such as stay-at-home orders or business or
school closures. Our inventory and sales levels have stabilized to higher than pre-COVID-19 levels. If there were a rapid reduction
in demand for the products we distribute, our results and cash flows may be negatively impacted if we are unable to monetize
working capital.
Any of the foregoing factors, or other effects of the COVID-19 pandemic that are not currently foreseeable, could materially
increase our costs, negatively impact our sales and damage the Company’s financial condition, results of operations, cash flows
and its liquidity position, possibly to a significant degree. Our efforts to manage and mitigate these factors may be unsuccessful,
and the effectiveness of these efforts depends on factors beyond our control.
The ultimate impact of the COVID-19 pandemic on our business will depend on many factors, including, among others, the
duration of social distancing, quarantine or isolation measures and whether additional waves of COVID-19 will affect the United
States and Canada, our ability and the ability of our suppliers to continue to operate manufacturing facilities and maintain the
supply chain without material disruption, and the extent to which macroeconomic conditions resulting from the pandemic and the
pace of the subsequent recovery may impact consumer eating and purchasing habits. We cannot predict the duration or scope of
the disruption. Therefore, the ultimate financial impact cannot be reasonably estimated at this time.
Our high level of debt makes us more sensitive to the effects of economic downturns and could adversely affect our business.
To finance the acquisition of Supervalu, we incurred or assumed significant indebtedness, including indebtedness incurred to
refinance Supervalu’s and our then existing debt, and as of August 1, 2020, we had approximately $2.50 billion of long-term debt
outstanding. Our leverage, and any increase therein, could have important potential consequences, including, but not limited to:
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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;
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;
increasing our vulnerability to a downgrade of our credit rating, which could adversely affect our cost of funds, liquidity,
and access to capital markets;
restricting us from making desired strategic acquisitions in the future or causing us to make non-strategic divestitures;
increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to
variable rates of interest;
• making it more difficult for us to repay, refinance, or satisfy our obligations with respect to our debt;
•
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limiting our ability to borrow additional funds in the future and increasing the cost of any such borrowing;
placing us at a competitive disadvantage compared to competitors with less leverage or better access to capital resources;
and
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.
•
There is no assurance that we will generate cash flow from operations or that future debt or equity financings will be available to
us to enable us to pay our indebtedness or to fund other needs. As a result, we may need to refinance all or a portion of our
indebtedness on or before maturity. There is no assurance that we will be able to refinance any of our indebtedness on favorable
terms, or at all. Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a material
adverse effect on our business, financial condition, or results of operations. In addition, potential changes to, or the elimination
of, the London Interbank Offered Rate (“LIBOR”), may adversely affect interest expense related to borrowings under our credit
facilities and interest rate swaps, which could potentially negatively impact our financial condition.
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Our operations are sensitive to macroeconomic conditions.
The grocery industry is sensitive to national and regional economic conditions and the demand for the products that we distribute
may be adversely affected from time to time by economic downturns that impact consumer spending, including discretionary
spending, as well as general trends impacting the grocery retail business, such as an increase in food-away-from-home. Future
economic conditions such as employment levels, business conditions, housing starts, interest rates, inflation rates, energy and fuel
costs, and tax rates could reduce consumer spending or change consumer purchasing habits. Among these changes could be a
reduction in the number of our higher margin natural and organic products that consumers purchase where there are conventional
lower margin alternatives given that many natural and organic products, and particularly natural and organic foods, often have
higher retail prices than do their conventional counterparts.
Our business may be sensitive to inflationary and deflationary pressures.
Many of our sales are at prices that are based on our product cost plus a percentage markup. As a result, volatile food costs have
a direct impact upon our profitability. Prolonged periods of product cost inflation and periods of rapidly increasing inflation may
have a negative impact on our profit margins and results of operations to the extent that we are unable to pass on all or a portion
of such product cost increases to our customers. In addition, product cost inflation may negatively impact the consumer discretionary
spending trends and reduce the demand for higher-margin natural and organic products, which could adversely affect profitability.
Conversely, because many of our sales are at prices that are based upon product cost plus a percentage markup, our profit levels
may be negatively impacted during periods of product cost deflation even though our gross profit as a percentage of net sales may
remain relatively constant. To compensate for lower gross margins, we, in turn, must reduce expenses that we incur to service our
customers. If we are unable to reduce our expenses as a percentage of net sales, our business, financial condition, or results of
operations could be materially and adversely impacted.
Changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations.
Changes in consumer eating habits away from natural, organic, or specialty products could reduce demand for our higher margin
natural and organic products. Consumer eating habits could be affected by a number of factors, including changes in attitudes
regarding benefits of natural and organic products when compared to similar lower margin conventional products or new information
regarding the health effects of consuming certain foods. Although there is a growing consumer preference for sustainable, organic
and locally grown products, there can be no assurance that such trend will continue. Changing consumer eating habits also occur
due to generational shifts. Millennials, the largest demographic group in the U.S. in terms of spend, seek new and different as well
as more ethnic menu options and menu innovation. However, there can be no assurance that such trend will continue. If consumer
eating habits change significantly, we may be required to modify or discontinue sales of certain items in our product portfolio,
and we may experience higher costs associated with the implementation of those changes. Additionally, if we are not able to
effectively respond to changes in consumer perceptions or adapt our product offerings to trends in eating habits, our business,
financial condition, or results of operations could suffer.
Increased fuel costs may adversely affect our results of operations.
Increased fuel costs may have a negative impact on our results of operations. The high cost of diesel fuel can increase the price
we pay for products as well as the costs we incur to deliver products to our customers, including costs of inbound goods from our
suppliers. These factors, in turn, may negatively impact our net sales, margins, operating expenses, and operating results. To
manage this risk, we have in the past periodically entered, and may in the future periodically enter, into commodity derivative
contracts to hedge a portion of our projected diesel fuel requirements. To the extent we do not enter into commodity swap agreements,
our exposure to volatility in the price of diesel fuel would increase relative to our exposure to volatility in periods in which we
had outstanding commodity derivative contracts. We do not enter into fuel hedge contracts for speculative purposes. We periodically
enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements at fixed prices. We also
maintain a fuel surcharge program which allows us to pass some of our higher fuel costs through to our customers. We cannot
guarantee that we will continue to be able to pass a comparable proportion or any of our higher fuel costs to our customers in the
future, which may adversely affect our business, financial condition or results of operations.
Disruption of our distribution network or to the operations of our customers could adversely affect our business.
Damage or disruption to our distribution capabilities due to weather, including extreme or prolonged weather conditions, natural
disaster, fire, civil unrest, terrorism, pandemic, strikes, product recalls or safety concerns generally, crop conditions, availability
of key commodities, regulatory actions, disruptions in technology, the financial and/or operational instability of key suppliers,
performance by outsourced service providers, transportation interruptions, labor supply or stoppages or vendor defaults or disputes,
or other reasons could impair our ability to distribute our products. For example, we have both distribution centers and retail stores
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in cities and states where civil unrest has led to extensive property damage. Further civil unrest and damage to our real and personal
property, or our customers’ locations, could have an adverse impact to our business. To the extent that we are unable, or it is not
financially feasible, to mitigate the likelihood or potential impact of such events, or to manage effectively such events if they
occur, there could be an adverse effect on our business, financial condition or results of operations.
In addition, such disruptions may reduce the number of consumers who visit our customers’ facilities in any affected areas.
Furthermore, such disruption may interrupt or impede access to our customers’ facilities, all of which could have a material adverse
effect on our business, financial condition, or results of operations.
Legal and Regulatory Risks
We are subject to significant governmental regulation.
Our business is highly regulated at the federal, state, and local levels and our products and distribution operations require various
licenses, permits, and approvals. In particular:
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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;
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
the United States Department of Transportation and the United States Federal Highway Administration regulate our
United States trucking operations.
In addition, the various federal, state and local laws, regulations and administrative practices to which we are subject require us
to comply with numerous provisions regulating areas such as environmental, health and sanitation standards, food safety, marketing
of natural or organically produced food, facilities, pharmacies, equal employment opportunity, public accessibility, employee
benefits, wages and hours worked and licensing for the sale of food, drugs, tobacco and alcoholic beverages, among others. For
example:
Environmental, Health and Safety: Our operations are subject to extensive and increasingly stringent laws and regulations pertaining
to the protection of the environment, including those relating to the discharge of materials into the environment, the disposal of
food by-products, the handling, treatment, and disposal of wastes, maintenance of refrigeration systems, and remediation of soil
and groundwater contamination. Compliance with existing or changing environmental and safety requirements, including more
stringent limitations imposed or expected to be imposed in recently renewed or soon-to-be renewed environmental permits, may
require capital expenditures. Additionally, concern over climate change, including the impact of global warming, has led to
significant United States and international legislative and regulatory efforts to limit greenhouse gas emissions. Increased regulation
regarding greenhouse gas emissions, especially diesel engine emissions, could impose substantial costs on us. These costs include
an increase in the cost of the fuel and other energy we purchase and capital costs associated with updating or replacing our vehicles
prematurely. Until the timing, scope, and extent of such regulation becomes known, we cannot predict its effect on our results of
operations. It is reasonably possible, however, that it could impose material costs on us which we may be unable to pass on to our
customers.
Food Safety and Marketing: There is increasing governmental scrutiny, regulations and public awareness regarding food quality
and food and drug safety. We may be adversely affected if consumers lose confidence in the safety and quality of our food and
drug products. In addition, as a distributor and manufacturer of natural, organic, and specialty foods (along with conventional
foods products), we are subject to increasing governmental scrutiny of and public awareness regarding food safety and the sale,
packaging, and marketing of natural and organic products. Compliance with these laws may impose a significant burden on our
operations.
Wage Rates and Paid Leave: Changes in federal, state or local minimum wage and overtime laws or employee paid leave laws
could cause us to incur additional wage costs, which could adversely affect our operating margins. Failure to comply with existing
or new laws or regulations could result in significant damages or penalties
Foreign Operations: Our supplier base includes domestic and foreign suppliers. In addition, we have customers located outside
the United States and the acquisition of Supervalu, in particular its AG Florida business, expanded our wholesale business to
additional international customers. Accordingly, laws and regulations affecting the importation and taxation of goods, including
duties, tariffs and quotas, or changes in the enforcement of those laws and regulations could adversely impact our financial condition
and results of operations. In addition, we are required to comply with laws and regulations governing export controls, and ethical,
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anti-bribery and similar business practices such as the Foreign Corrupt Practices Act. Our Canadian operations are similarly subject
to extensive regulation, including the English and French dual labeling requirements applicable to products that we distribute in
Canada. The loss or revocation of any existing licenses, permits, or approvals or the failure to obtain any additional licenses,
permits, or approvals in new jurisdictions where we intend to do business could have a material adverse effect on our business,
financial condition, or results of operations.
Pharmacy: We are required to meet various security and operating standards and comply with the Controlled Substances Act and
its accompanying regulations governing the sale, marketing, packaging, holding, record keeping, and distribution of controlled
substances. During the past several years, the United States healthcare industry has been subject to an increase in governmental
regulation and audits at both the federal and state levels. For example, in 2019, the Company settled with the Drug Enforcement
Administration alleged violations of the Controlled Substances Act relating to an administrative subpoena received by Supervalu
that requested, among other things, information on the company’s pharmacy policies and procedures generally, as well as the
production of documents that are required to be kept and maintained pursuant to the Controlled Substances Act and its accompanying
regulations. Additionally, the Patient Protection and Affordable Care Act made several significant changes to Medicaid rebates
and to reimbursement. One of these changes was to revise the definition of the Average Manufacturer Price, a pricing element
common to most payment formulas, and the reimbursement formula for multi-source (i.e., generic) drugs. This change will affect
our reimbursement. In addition, the Patient Protection and Affordable Care Act made other changes that affect the coverage and
plan designs that are or will be provided by many of our health plan clients, including the requirement for health insurers to meet
a minimum medical loss ratio to avoid having to pay rebates to enrollees. These Patient Protection and Affordable Care Act changes
may not affect our business directly, but they could indirectly impact our services and/or business practices.
The failure to comply with applicable regulatory requirements or make capital expenditures required to maintain compliance with
governmental laws and regulations, including those referred to above and in Item 1. Business-Government Regulation of our
Annual Report, could result in, among other things, administrative, civil, or criminal penalties or fines; mandatory or voluntary
product recalls; warning or other letters; cease and desist orders against operations that are not in compliance; closure of facilities
or operations; the loss, revocation, or modification of any existing licenses, permits, registrations, or approvals; the failure to
obtain additional licenses, permits, registrations, or approvals in new jurisdictions where we intend to do business; or the loss of
our ability to participate in federal and state healthcare programs, any of which could have a material adverse effect on our business,
financial condition, or results of operations. These laws and regulations may change in the future. We cannot predict the nature
of future laws, regulations, interpretations, or applications, nor can we determine the effect that additional governmental regulations
or administrative orders, when and if promulgated, or disparate federal, state and local regulatory schemes would have on our
future business. We may incur material costs in our efforts to comply with current or future laws and regulations or due to any
required product recalls.
In addition, if we fail to comply with applicable laws and regulations or encounter disagreements with respect to our contracts
subject to governmental regulations, including those referred to above, we may be subject to investigations, criminal sanctions or
civil remedies, including fines, injunctions, prohibitions on exporting, seizures, or debarments from contracting with the U.S. or
Canadian governments. The cost of compliance or the consequences of non-compliance, including debarments, could have a
material adverse effect on our business, financial condition, or results of operations. In addition, governmental units may make
changes in the regulatory frameworks within which we operate that may require either the corporation as a whole or individual
businesses to incur substantial increases in costs in order to comply with such laws and regulations.
Product liability claims could have an adverse effect on our business.
We face an inherent risk of exposure to product liability claims if the products we manufacture or sell cause injury or illness. In
addition, meat, seafood, cheese, poultry, and other products that we distribute could be subject to recall because they are, or are
alleged to be, contaminated, spoiled or inappropriately labeled. Our meat and poultry products may be subject to contamination
by disease-producing organisms, or pathogens, such as Listeria monocytogenes, Salmonella and generic E.coli. These pathogens
are generally found in the environment, and as a result, there is a risk that they, as a result of food processing, could be present in
the meat and poultry products we distribute. These pathogens can also be introduced as a result of improper handling at the
consumer level. These risks may be controlled, although not eliminated, by adherence to good manufacturing practices and finished
product testing. We have little, if any, control over proper handling before we receive the product or once the product has been
shipped to our customers. Any events that give rise to actual or potential food contamination, drug contamination or food-borne
illness or injury, or events that give rise to claims that our products are not of the quality or composition claimed to be, may result
in product liability claims from individuals, consumers and governmental agencies, penalties and enforcement actions from
government agencies, a loss of consumer confidence, harm to our reputation and could cause production and delivery disruptions,
which may adversely affect our financial condition or results of operations. While we generally seek contractual indemnification
and insurance coverage from our suppliers, we might not be able to recover these significant costs from our suppliers. We may
22
be subject to liability, which could be substantial, because of actual or alleged contamination in products manufactured or sold by
us, including products sold by companies before we acquired them.
In addition, if we were to manufacture or distribute foods that are or are perceived to be unsafe, contaminated, or defective, it may
be necessary for us to recall such products, or we may recall products that we determine do not satisfy our quality standards. Any
resulting product recalls could have an adverse effect on our business, financial condition, or results of operations. We have, and
the companies we have acquired have had, liability insurance with respect to product liability claims. This insurance may not
continue to be available at a reasonable cost or at all, and may not be adequate to cover product liability claims against us or against
companies we have acquired. We generally seek contractual indemnification from manufacturers, but any such indemnification
is limited, as a practical matter, to the creditworthiness of the indemnifying party. If we or any of our acquired companies do not
have adequate insurance or contractual indemnification available, product liability claims and costs associated with product recalls,
including a loss of business, could have a material adverse effect on our business, financial condition, or results of operations.
We may be unable to adequately protect our intellectual property rights, which could harm our business.
We rely on a combination of trademark, service mark trade secret, copyright, and domain name law and internal procedures and
nondisclosure agreements to protect our intellectual property. We believe our trademarks, private-label products, and domain
names are valuable assets. However, our intellectual property rights may not be sufficient to distinguish our products and services
from those of our competitors and to provide us with a competitive advantage. From time to time, third parties may use names,
logos, and slogans similar to ours, may apply to register trademarks or domain names similar to ours, and may infringe or otherwise
violate our intellectual property rights. Our intellectual property rights may not be successfully asserted against such third parties
or may be invalidated, circumvented, or challenged. Asserting or defending our intellectual property rights could be time consuming
and costly and could distract management’s attention and resources. If we are unable to prevent our competitors from using names,
logos, slogans, and domain names similar to ours, consumer confusion could result, the perception of our brands and products
could be negatively affected, and our sales and profitability could suffer as a result. In addition, if our wholesale customers receive
negative publicity or fail to maintain the quality of the goods and services used in connection with our trademarks, our rights to,
and the value of, our trademarks could potentially be harmed. Failure to protect our proprietary information could also have an
adverse effect on our business.
We may also be subject to claims that our activities or the products we sell infringe, misappropriate, or otherwise violate the
intellectual property rights of others. Any such claims can be time consuming and costly to defend and may distract management’s
attention and resources, even if the claims are without merit, and may prevent us from using our trademarks in certain geographies
or in connection with certain products and services, any of which could adversely affect our business.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We maintained 55 distribution centers and warehouses at August 1, 2020, which were utilized by our Wholesale segment and our
other operating segments.
Distribution Centers
The following table shows our dry and cold storage distribution and warehouse facilities and the owned and leased square footage
we occupied as of August 1, 2020:
Location
Hopkins, Minnesota(1)
Stockton, California
Mechanicsville, Virginia(1)
Riverside, California
Centralia, Washington
York, Pennsylvania
Joliet, Illinois
Owned Square
Footage
Leased Square
Footage
(in thousands)
Total Square
Footage
1,866
—
1,249
—
—
—
—
—
1,290
—
1,175
1,155
1,039
988
1,866
1,290
1,249
1,175
1,155
1,039
988
23
Location
Champaign, Illinois
Harrisburg, Pennsylvania
Green Bay, Wisconsin
Fort Wayne, Indiana
Commerce, California
Sarasota, Florida
Pompano Beach, Florida
Ridgefield, Washington(1)
Quincy, Florida
Pittsburgh, Pennsylvania
Atlanta, Georgia(1)
Moreno Valley, California
Lancaster, Texas
Indianola, Mississippi
Anniston, Alabama
Aurora, Colorado
Montgomery, New York(1)
Rocklin, California(1)
Stevens Point, Wisconsin
Gilroy, California(1)
Sturtevant, Wisconsin(1)
Carlisle, Pennsylvania
Howell Township, New Jersey(1)
Richburg, South Carolina(1)
Fargo, North Dakota
Oglesby, Illinois
Dayville, Connecticut(1)
Greenwood, Indiana(1)
Prescott, Wisconsin(1)
Santa Fe Springs, California(1)
Chesterfield, New Hampshire(1)
Iowa City, Iowa
West Sacramento, California(1)
Bismarck, North Dakota
Anniston, Alabama
Yuba City, California
Billings, Montana
Vaughan, Ontario
Edison, New Jersey
West Newell, Illinois
Philadelphia, Pennsylvania
Richmond, British Columbia
Roseville, California
West Sacramento, California(1)
Logan Township, New Jersey
Burnaby, British Columbia
Montreal, Quebec
Owned Square
Footage
Leased Square
Footage
(in thousands)
Total Square
Footage
—
—
—
871
—
—
—
779
758
679
389
—
—
543
465
—
500
469
314
447
442
—
397
342
336
—
317
308
307
—
300
271
251
244
—
—
220
—
—
155
—
—
—
85
—
—
—
910
883
980
—
858
847
799
—
—
—
259
613
590
40
105
529
—
—
146
—
—
423
—
—
—
325
—
—
298
—
20
—
—
231
224
—
180
178
—
100
96
86
—
70
41
31
910
883
980
871
858
847
799
779
758
679
648
613
590
583
570
529
500
469
460
447
442
423
397
342
336
325
317
308
307
298
300
291
251
244
231
224
220
180
178
155
100
96
86
85
70
41
31
24
Location
Truckee, California
Owned Square
Footage
Leased Square
Footage
(in thousands)
Total Square
Footage
—
13,304
8
15,517
8
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 Stores
The following table summarizes retail stores classified as continuing operations as of August 1, 2020, which were utilized by our
Retail segment:
Retail Banner
Cub Foods(1)(2)
Shoppers(2)
Total
Number of
Stores
Owned Square
Footage
Leased Square
Footage
Total Square
Footage
52
19
71
(square footage in thousands)
1,134
—
1,134
2,445
1,137
3,582
3,579
1,137
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.
Corporate
As of August 1, 2020, we had approximately 3 million square feet of surplus retail stores and warehouses, including assigned
leases, 77 percent of which was leased.
As of August 1, 2020, we utilized approximately 635 thousand square feet of corporate office space primarily related to our
executive offices located in Providence, Rhode Island and Eden Prairie, Minnesota, as well as other smaller administrative offices
across the United States. We own approximately 240 thousand square feet and lease the remaining 395 thousand square feet of
our corporate office space.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in routine litigation or other legal proceedings that arise in the ordinary course of our business,
including investigations and claims regarding employment law, pension plans, unfair labor practices, labor union disputes, supplier,
customer and service provider contract terms, real estate, and antitrust. Other than as described in Note 18—Commitments,
Contingencies and Off-Balance Sheet Arrangements in Part II, Item 8 of this Annual Report, which is incorporated herein, and as
set forth below, there are no pending material legal proceedings to which we are a party or to which our property is subject.
In 2016, as part of a hazardous waste enforcement campaign by the California Attorney General’s Office and local district attorneys,
Unified Grocers received a subpoena from the Yolo County District Attorney regarding hazardous waste management and storage
at its Stockton and Commerce, California distribution centers. We have provided requested documents and cooperated fully with
the investigation. On May 24, 2018, the District Attorney toured the Stockton distribution center and generally found the distribution
center to be in compliance, and minor items noted regarding labeling have been addressed. We are in negotiations with the District
Attorney to reach a settlement, which we expect will be immaterial in amount but may include penalties of $100,000 or more.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
PART II.
25
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “UNFI”.
On August 1, 2020, we had 85 stockholders of record. The number of record holders is not representative of the number of beneficial
holders of our common stock because depositories, brokers or other nominees hold many shares.
We have never declared or paid any cash dividends on our capital stock. We anticipate that all of our earnings in the foreseeable
future will be retained to finance the continued growth and development of our business and repay our outstanding indebtedness,
and we have no current intention to pay cash dividends. Our future dividend policy will depend on our earnings, capital requirements,
financial condition and other factors considered relevant by our Board of Directors. Additionally, our ABL Credit Facility and
Term Loan Facility contain terms that limit our ability to make any cash dividends unless certain conditions and financial tests
are met.
Comparative Stock Performance
The following graph compares the yearly change in cumulative total stockholder returns on our common stock for the last five
fiscal years with the cumulative return on the Standard & Poor’s (“S&P”) S&P SmallCap 600 Index and the S&P SmallCap 600
Food Distributors Index. The comparison assumes the investment of $100 on August 1, 2015 in our common stock and in each
of the indices and, in each case, assumes reinvestment of all dividends. The stock price performance shown below is not necessarily
indicative of future performance.
This performance graph shall not be deemed “soliciting material” or be deemed to be “filed” for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference
into any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among United Natural Foods, Inc., the S&P SmallCap 600, the S&P SmallCap 600 Food Distributors(1)
(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.
United Natural Foods, Inc
S&P SmallCap 600 Index
S&P SmallCap 600 Food Distributors Index
August 1,
2015
July 30,
2016
July 29,
2017
July 28,
2018
August 3,
2019
August 1,
2020
$
$
$
100.00
100.00
100.00
$
$
$
26
109.77
105.96
100.53
$
$
$
83.20
124.87
91.85
$
$
$
71.40
152.37
88.04
$
$
$
18.49
139.39
50.00
$
$
$
43.60
130.71
51.22
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth our selected historical financial data for the past five years derived from our Consolidated Financial
Statements presented in this Annual Report and historical financial data derived from previously audited consolidated financial
statements. The historical results are not necessarily indicative of results to be expected for any future period. The following
selected consolidated financial data should be read in conjunction with and is qualified by reference to Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, Item 1A. Risk Factors and our Consolidated Financial
Statements and notes thereto included elsewhere in this Annual Report. We have not declared or paid cash dividends in any of the
following fiscal periods.
Year-over-year comparisons are significantly affected by material acquisitions. Our acquisition of Supervalu, which closed on
October 22, 2018, and the acquisitions discussed in Part I. Item 1. of this Annual Report, significantly impact the comparability
of reported results between periods. In addition, we have revised the following table for the immaterial error correction discussed
in Note 20—Immaterial Correction to Prior Period Financial Statements and the presentation of Retail within continuing operations
discussed in Note 1—Significant Accounting Policies, both included within Part II, Item 8 of this Annual Report on Form 10-K.
Consolidated Statements of Operations Data:
Net sales
Cost of sales
Gross profit
Operating expenses
Goodwill and asset impairment charges
Restructuring, acquisition and integration related expenses
Loss (gain) on sale of assets
Operating (loss) income
Other expense (income):
Net periodic benefit income, excluding service cost
Interest expense, net
Other, net
Total other expense, net
(Loss) income from continuing operations before income
taxes
(Benefit) provision for income taxes
Net (loss) income from continuing operations
Net (loss) income from continuing operations per
common share—Basic
Net (loss) income from continuing operations per
common share—Diluted
Consolidated Balance Sheets Data:
Working capital
Total assets
2020
(52 weeks)
2019
(53 weeks)
Fiscal Year
2018
(52 weeks)
2017
(52 weeks)(1)
2016
(52 weeks)(1)
(In thousands, except per share data)
$ 26,514,267
$ 22,307,456
$ 10,226,683
$ 9,274,471
$ 8,470,286
22,639,475
19,098,850
3,874,792
3,541,487
425,405
86,383
17,132
3,208,606
2,967,912
292,770
148,195
(499)
8,706,669
1,520,014
1,274,562
11,242
9,738
—
7,847,983
1,426,488
1,196,032
—
6,864
—
7,195,112
1,275,174
1,049,690
1,012
4,540
—
(195,615)
(199,772)
224,472
223,592
219,932
(39,177)
191,607
(3,591)
148,839
(35,041)
180,789
(1,063)
144,685
—
16,025
(1,545)
14,480
(344,454)
(344,457)
(90,445)
(58,936)
209,992
47,215
(254,009) $
(285,521) $
162,777
(4.81) $
(5.57) $
(4.81) $
(5.57) $
3.22
3.20
—
16,754
(5,152)
11,602
211,990
83,303
128,687
2.54
2.53
$
$
$
—
15,144
743
15,887
204,045
80,807
123,238
2.45
2.45
$
$
$
$
$
$
As of the Fiscal Year Ended
August 1,
2020
August 3,
2019
July 28,
2018
July 29,
2017(1)
July 30,
2016(1)
$ 1,334,843
$ 1,449,984
$ 1,080,327
$
952,073
$
987,291
$ 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
Total stockholders’ equity
$ 2,570,297
$ 2,927,258
$
340,323
$
366,089
$
580,872
$ 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.
27
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the
notes thereto appearing elsewhere in this Annual Report.
FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E
of the Exchange Act, that involve substantial risks and uncertainties. In some cases you can identify these statements by forward-
looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” “should,” “will,”
and “would,” or similar words. Statements that contain these words and other statements that are forward-looking in nature should
be read carefully because they discuss future expectations, contain projections of future results of operations or of financial positions
or state other “forward-looking” information.
Forward-looking statements involve inherent uncertainty and may ultimately prove to be incorrect or false. These statements are
based on our management’s beliefs and assumptions, which are based on currently available information. These assumptions could
prove inaccurate. You are cautioned not to place undue reliance on forward-looking statements. Except as otherwise may be
required by law, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or actual operating results. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of various factors, including, but not limited to:
•
•
•
•
•
•
•
•
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.
•
•
•
•
•
•
•
You should carefully review the risks described under Part I. Item 1A. Risk Factors, as well as any other cautionary language in
this Annual Report, as the occurrence of any of these events could have an adverse effect, which may be material, on our business,
results of operations, financial condition or cash flows.
28
EXECUTIVE OVERVIEW
Business Overview
As a leading distributor of natural, organic, specialty, produce, and conventional grocery and non-food products, and provider of
retailer services in the United States and Canada, we believe we are uniquely positioned to provide the broadest array of products
and services to customers throughout North America. We offer more than 275,000 products consisting of national, regional and
private label brands grouped into six product categories: grocery and general merchandise; produce; perishables and frozen foods;
nutritional supplements and sports nutrition; bulk and food service products; and personal care items. Through our October 2018
acquisition of Supervalu, we are transforming into North America’s premier wholesaler with 55 distribution centers and warehouses
representing approximately 29 million square feet of warehouse space. During the fourth quarter of fiscal 2020, we determined
we no longer met the held for sale criterion for a probable sale to be completed within 12 months for the Cub Foods business and
the majority of the remaining Shoppers locations. We reviewed our reportable segments and determined we were required to report
Retail as a separate segment. Our business is classified into two reportable segments: Wholesale and Retail; and also includes a
manufacturing division and a branded product line division.
Fiscal 2020 and 2021
In fiscal 2020, we moved closer to completing the integration of Supervalu and positioned ourselves for future growth. Our
operating performance in fiscal 2020 benefited from the shift in food-at-home consumption driven by the impact of the global
COVID-19 pandemic, during which we fulfilled our role as a critical link in the North American food supply chain while prioritizing
the safety and well-being of our associates. By the end of fiscal 2020, we had completed the consolidation of five distribution
centers in the Pacific Northwest into two distribution centers. We expect this consolidation to provide significant future operating
benefits. We exceeded our original longer term cost synergy expectations, which called for a minimum of $185 million in savings
related to the Supervalu acquisition, and believe we have further cost saving opportunities that we plan to pursue in fiscal 2021
and beyond. We remain optimistic in our ability to grow through cross selling our diverse product and services offerings, innovating
to grow our Private Brands, and capitalizing on the growing trends in eCommerce. After investing in the growth of our business,
we plan to use free cash flow to primarily reduce debt and improve our financial leverage.
Growth Drivers
A key component of our business and growth strategy has been to acquire wholesalers differentiated by product offerings, service
offerings and market area. In fiscal 2019, the acquisition of Supervalu accelerated our “build out the store” strategy, diversified
our customer base, enabled cross-selling opportunities, expanded our market reach and scale, enhanced our technology, capacity
and systems, and is expected to continue to deliver significant synergies and accelerate potential growth. We believe the Supervalu
acquisition allowed us to better serve our wholesale customers’ needs and compete in the current environment by providing
additional warehouse and transportation capacity, as well as enabling us to provide a broader array of products to our customers.
As one of the largest wholesale grocery distributors in North America, and in light of the continued expansion of our distribution
network and “build out the store” strategy, we believe we are well positioned to leverage our infrastructure in the current economic
and social environment to continue to serve our customers and the communities in which we operate, and are actively pursuing
new customers.
We believe our significant scale and footprint will generate long-term shareholder value by positioning us to continue to grow
sales of natural, organic, specialty, produce and conventional grocery and non-food products, including our Private Brands. We
also believe we have an opportunity to sell additional services to our customers to help them more efficiently operate their business
while leveraging the infrastructure investments we’ve made. Services often sold to our customers include coupon processing,
consumer marketing, retail technology and payments, and consumer services. We have realized and expect to continue to realize
significant cost and revenue synergies from the acquisition of Supervalu by leveraging the scale and resources of the combined
company, cross-selling to our customers, integrating our merchandising offerings into existing warehouses, optimizing our network
footprint to lower our cost structure and eliminating redundant administrative costs.
We have been the primary distributor to Whole Foods Market for more than 20 years. We continue to serve as the primary distributor
to Whole Foods Market in all of its regions in the United States pursuant to a distribution agreement that expires on September
28, 2025.
29
We currently operate 71 retail grocery stores acquired in the Supervalu acquisition. We intend to thoughtfully and economically
divest these stores over the intermediate-term; however, we have determined that we no longer expect to divest the Cub Foods
business and the majority of the remaining Shoppers locations (“Retail”) within one year. As a result, we revised our Consolidated
Financial Statements to reclassify Retail from discontinued operations to continuing operations. This change in financial statement
presentation resulted in the inclusion of Retail’s results of operations, financial position, cash flows and related disclosures within
continuing operations. Prior periods presented in the Consolidated Financial Statements have been conformed to the current period
presentation, resulting in Retail being presented in continuing operations for all periods.
Other Factors Affecting our Business
Our results are also impacted by macroeconomic and demographic trends, and changes in the food distribution market structure.
Over the past several decades, total food expenditures on a constant dollar basis within the United States has continued to increase
in total, and the focus in recent decades on natural, organic and specialty foods has benefited the Company; however, consumer
spending in the food-away-from-home industry had increased steadily as a percentage of total food expenditures. This trend paused
during the 2008 recession, and then continued to increase. In fiscal 2020, prior to the COVID-19 pandemic, we incurred an increase
in customer bankruptcies associated with weakness of certain of our large, regional natural and specialty independent customers.
The COVID-19 pandemic caused a significant increase in food-at-home expenditures as a percentage of total food expenditures.
We expect that food-at-home expenditures as a percentage of total food expenditures will remain higher than recent years until
consumer behaviors return to pre-pandemic levels and businesses are allowed to fully reopen. The economic rescission is expected
to persist for some time due to and even after the near-term impact of COVID-19 has passed. In general, economic recessions
usually result in higher food-at home expenditures, which would be expected to continue to benefit our customers and result in
higher sales. The COVID-19 pandemic also drove significant growth in e-commerce utilization by grocery consumers, and we
expect that trend to continue. We expect to benefit from this trend through the growth of our traditional e-commerce (“dot.com”)
customers, our EasyOptions B2B offering, which directly services non-traditional customers such bakeries or yoga studios, and
through customers adopting our turnkey e-commerce platform.
Our results are also impacted by changes in food distribution trends affecting our wholesale customers, such as direct store deliveries
and other methods of distribution. Our wholesale customers manage their businesses independently and operate in a competitive
environment. We seek to obtain security interests and other credit support in connection with the financial accommodations we
extend these customers; however, we may incur additional credit or inventory charges related to our customers, as we expect the
competitive environment to continue to lead to financial stress on some customers. The magnitude of these risks increases as the
size of our wholesale customers increases.
COVID-19 Impact
Impact and Response
As COVID-19 spread in March 2020, shelter-in-place orders and national and state emergencies were issued in the U.S. and our
business was designated as an essential business to enable us to continue to serve our customers during the COVID-19 pandemic.
During the initial spreading of the virus and implementation of shelter-in-place orders and restaurant closures, we experienced a
surge in demand, as consumers undertook efforts to stock their pantries, and our related wholesale customer purchases surged,
which impacted fill and service rates and depleted inventory levels. Based on historical purchasing levels, we put in place temporary
customer supply allocation limits to ensure continued service to our wholesale customers’ locations, which limits were removed
as we added capacity and demand decreased from peak levels. In response to the surge in demand, in the third quarter of fiscal
2020, we took actions to respond to the pandemic, to support our associates’ safety and wellbeing, and maximize our logistics
network to serve the communities we supply. These actions included:
•
•
•
•
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;
30
• 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.
We experienced the following impacts from COVID-19 in the second half of fiscal 2020:
•
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.
Working Capital and Liquidity
At the onset of the COVID-19 pandemic, working capital was initially reduced providing a strong source of cash flows from
operating activities. As of the end of fiscal 2020, working capital had stabilized, as inventory, accounts payable and accounts
receivable levels normalized to near pre-pandemic levels. The surge in demand during the third quarter discussed above initially
depleted inventory levels of continuing operations, and high sales throughput increased accounts payable and accounts receivable,
as we worked to respond to our customers’ modified purchase patterns and prioritized the procurement of high-volume SKUs.
In response to the potential impact of the COVID-19 pandemic, we borrowed an additional $278.5 million on our $2.1 billion
ABL Credit Facility, which we fully repaid in the third quarter of fiscal 2020. These borrowings were made as a precautionary
measure to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from
the COVID-19 pandemic. We expect our unused credit under our ABL Credit Facility will provide sufficient liquidity to continue
to meet ongoing working capital needs.
Outlook
We expect to continue to benefit from sales and margin growth as compared to historical periods while food-at-home expenditures
as a percentage of total food expenditures remains higher than recent historical precedent, and higher on a year-over-year basis.
We have increased our fill rates and service levels, as our and our vendors’ logistics capacity has grown, which had a positive
effect on out of stock rates as compared to the initial surge in demand.
Trends in increased sales and gross margin benefits may lessen or reverse in the intermediate months if customers alter their
purchasing habits. In addition, as discussed below in the section “Impact of Inflation or Deflation” and above in the section “Other
Factors Affecting our Business” we could also be affected by changes in product mix and product category inflation changes,
especially if customers change their purchasing habits as a result of sustained downturns in the U.S. and Canadian economies.
These potential developments could impact food-at-home expenditures and prompt consumers to trade down to lower priced
product categories or change their purchasing habits in a manner that would impact our wholesale supply to our wholesale customers.
However, the expected benefits from continuing elevated food-at-home expenditures and the resulting benefits to our wholesale
customers are expected to outweigh product mix changes and other factors insofar as they affect our results of operations and cash
flows. The ultimate impact on our results is dependent upon the severity and duration of the COVID-19 pandemic and any economic
downturn, food-at-home purchasing levels, and actions taken by governmental authorities and other third parties in response to
the pandemic, each of which is uncertain, rapidly changing and difficult to predict. Any of these disruptions could adversely impact
our business and results of operations.
We could experience disruptions to our supply chain through the shutdown of one or more of our distribution centers or warehouses,
the inability to transport products to serve our customers or the inability of our vendors and contract manufacturers to supply
products to us. In addition, the contraction of financial markets may impact our ability to execute transactions to dispose of or
acquire real estate or distribution assets, including potential impacts to our ability to divest our retail operations.
31
CARES Act
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 and contains significant
business tax provision changes to the U.S. tax code, including temporary expansion to the deductibility of interest expense and
the ability to treat qualified improvement property as eligible for bonus depreciation as well as the ability to carry back net operating
losses. In addition, the CARES Act changed the required filing of our federal income tax return from May 2020 to July 2020, and
allows remittances of employer FICA payments previously due between March 2020 and December 2020 to be deferred until
December 2021 and December 2022. Prior to the application of the CARES Act, the Company had a deferred tax asset related to
$203 million of federal net operating losses that were available for unlimited carryforward (but no carryback) pursuant to provisions
of the 2017 Tax Cuts and Jobs Act, which permitted taxpayers to carryforward net operating losses indefinitely. The CARES Act
provides us the ability to carry these losses back at a 35% federal tax rate during the carry back periods, as compared to the current
21% federal tax rate. This resulted in a tax benefit of approximately $39.5 million, an estimate of which the Company recorded
in the third quarter of Fiscal 2020, and which was finalized during the fourth quarter of fiscal 2020. The entire tax benefit associated
with the net operating loss carry back has been recorded as a current tax receivable in the Consolidated Balance Sheet as of August
1, 2020.
Distribution Center Network
Network Optimization and Construction
Within the Pacific Northwest, we completed the transfer of the volume of five distribution centers and their related supporting
off-site storage facilities into two distribution centers during fiscal 2020. In fiscal 2021, we expect to achieve synergies and cost
savings through eliminating inefficiencies, including incurring lower operating, shrink and off-site storage expenses. We also
expect that the optimization of the Pacific Northwest distribution network will help deliver meaningful synergies contemplated
in the Supervalu acquisition. We expanded the Ridgefield, WA distribution center to enhance customer product offerings, create
more efficient inventory management, streamline operations and incorporate greater technology to deliver a better customer
experience. The Ridgefield distribution center will deploy a warehouse automation solution that supports our slow-moving SKU
portfolio. The operational start-up of the Centralia, WA distribution center began in the fourth quarter of fiscal 2019 and was
completed in the fourth quarter of fiscal 2020. We ceased operations in our Tacoma, WA, Auburn, WA, Auburn, CA and Milwaukie,
OR (Portland) distribution centers and have transitioned to supplying customers served by these locations to our Centralia, WA,
Ridgefield, WA and Gilroy, CA distribution centers. We continue to evaluate our distribution center network to optimize its
performance and expect to incur incremental expenses related to any future network realignment and are working to both minimize
these costs and obtain new business to further improve the efficiency of our transforming distribution network.
In connection with our consolidation of distribution centers in the Pacific Northwest, during fiscal 2020, we recorded a $10.6
million multiemployer pension plan withdrawal liability, under which payments will be made over a one-year period beginning
in fiscal 2022, and also incurred integration expenses, such as incremental employee and moving costs. Distribution center
integration costs and charges are recorded within Restructuring, acquisition and integration related expenses.
To support our continued growth within southern California, we began operating a newly leased facility with approximately 1.2
million square feet upon completion of its construction in the fourth quarter of fiscal 2020. This facility provides significant
capacity to service our customers in this market. On February 24, 2020, we executed a purchase option to acquire the real property
of this distribution center agreeing to pay approximately $156.9 million for the facility, subject to finalization. We expect to engage
a real estate partner to monetize the real property of this location, including through a sale-leaseback transaction that would
ultimately reduce rents paid for this property from current rents, which we expect would occur on or before June 2022.
Distribution Center Sales
We sold five distribution centers in fiscal 2020 for aggregate consideration of $133.0 million, $38.0 million of which was received
in the form of a short-term note receivable that we expect to receive the remaining proceeds prior to December 31, 2020. As we
consolidate our distribution networks, we may sell additional owned facilities or exit leased facilities.
32
Operating Efficiency
As part of our “one company” approach, we are in the process of converting to a single national warehouse management and
procurement system to integrate our existing facilities, including acquired Supervalu facilities, onto one nationalized platform
across the organization. We continue to focus on the automation of our new or expanded distribution centers that are at different
stages of construction and implementation. These steps and others are intended to promote operational efficiencies and improve
operating expenses as a percentage of net sales.
Goodwill Impairment Review
During the first quarter of fiscal 2020, we changed our management structure and internal financial reporting, which resulted in
the requirement to combine the Supervalu Wholesale reporting unit and the legacy Company Wholesale reporting unit into one
U.S. Wholesale reporting unit, and experienced a further sustained decline in market capitalization and enterprise value. As a result
of the change in reporting units and the sustained decline in market capitalization and enterprise value, we performed an interim
quantitative impairment review of goodwill for the Wholesale reporting unit, which included a determination of the fair value of
all reporting units. Based on this analysis, we determined that the carrying value of our U.S. Wholesale reporting unit exceeded
its fair value by an amount that exceeded its assigned goodwill. As a result, we recorded a goodwill impairment charge of $421.5
million in the first quarter of fiscal 2020. The goodwill impairment charge is reflected in Goodwill and asset impairment charges
in the Consolidated Statements of Operations. The goodwill impairment charge reflects the impairment of all of the U.S. Wholesale’s
reporting unit goodwill.
Quantitatively, the goodwill impairment was driven by the incorporation of the value associated with the legacy Supervalu wholesale
reporting unit that was combined into the legacy Company Wholesale goodwill reporting unit and a decrease in estimated long-
range cash flows prepared as part of the quantitative assessment. The goodwill impairment review indicated that the estimated
fair value of the Canada Wholesale reporting unit, which had goodwill of $9.9 million as of November 2, 2019, exceeded its
carrying values by approximately 13%. Other continuing operations reporting units, which had goodwill of $9.9 million as of
November 2, 2019, were substantially in excess of their carrying value. If circumstances indicate that the value of one of these
other reporting units has decreased, we may be required to perform additional reviews of goodwill and incur additional impairment
charges. The first quarter of fiscal 2020 quantitative goodwill impairment review included a reconciliation of all of the reporting
units’ fair value to our market capitalization and enterprise value. Refer Note 7—Goodwill and Intangible Assets in Part II, Item
8 of this Annual Report on Form 10-K for additional information regarding our goodwill impairment charges.
Divestiture of Retail Operations
We have announced our intention to thoughtfully and economically divest our retail businesses acquired as part of the Supervalu
acquisition in an efficient and economic manner in order to focus on our core wholesale distribution business. During the fourth
quarter of fiscal 2020, we determined we no longer met the held for sale criterion for a probable sale to be completed within 12
months for the Cub Foods business and the majority of the remaining Shoppers locations, collectively referred to as the Retail
segment. The Retail segment excludes retail banners and stores previously sold or closed. We reviewed our reportable segments
and determined we were required to report Retail as a separate segment. As a result, we revised our Consolidated Financial
Statements to reclassify Retail from discontinued operations to continuing operations. This change in financial statement
presentation resulted in the inclusion of Retail’s results of operations, financial position, cash flows and related disclosures within
continuing operations. Prior periods presented in the Consolidated Financial Statements have been conformed to the current period
presentation, resulting in Retail being presented in continuing operations for all periods.
The revision of our Consolidated Statements of Operations to present Retail within continuing operations resulted in an increase
in our consolidated net sales, gross profit and operating expenses, and an increase in consolidated gross profit as a percentage of
net sales, which was partially offset by an increase in operating expenses as a percent of net sales. In order to present Retail’s
results of operations within continuing operations, Wholesale sales to Retail have been eliminated upon consolidation. The
Wholesale segment’s net sales to discontinued operations retail stores are eliminated within the Wholesale segment.
In the fourth quarter of fiscal 2020, we recorded a $50.0 million non-cash charge to decrease the carrying value of certain long-
lived assets, including property and equipment and intangible assets, to record the assets at the carrying amount at the acquisition
date adjusted for any depreciation expense that would have been recognized had the assets been held and used as part of continuing
operations since their acquisition date. This charge reflects the depreciation and amortization from the date of the Supervalu
acquisition date through fiscal 2020 based on useful lives assigned to the underlying Retail assets that were brought back into
continuing operations.
33
We plan to maximize value as part of the divestiture process, including limiting liabilities and stranded costs associated with these
divestitures. We expect to obtain ongoing supply relationships with the purchasers of some of these retail operations, but we
anticipate some reductions in supply volume will result from the divestiture of certain of these retail operations. Actions associated
with retail divestitures and adjustments to our core cost structure for our wholesale food distribution business are expected to result
in headcount reductions and other costs and charges. These costs and charges, which may be material, include multiemployer plan
charges, severance costs, store closure charges, and related costs. A withdrawal from a multiemployer pension plan may result in
an obligation to make material payments over an extended period of time. The extent of these costs and charges will be determined
based on outcomes achieved under the divestiture process. At this time, however, we are unable to make an estimate with reasonable
certainty of the amount or type of costs and charges expected to be incurred in connection with the foregoing actions.
Our discontinued operations as of the end of fourth quarter of fiscal 2020 include five Shoppers stores, and for historical periods,
results of discontinued operations include the Hornbacher’s and Shop ‘n Save and Shop ‘n Save East retail banners, which were
divested in fiscal 2019, and Shoppers stores that were sold and closed in fiscal 2020. In addition, cash flows from discontinued
operations include real estate sales related to those historical retail operations. These retail assets have been classified as held for
sale as of the Supervalu acquisition date, and the results of operations, financial position and cash flows directly attributable to
these operations are reported within discontinued operations in our Consolidated Financial Statements for all periods presented.
As of the Supervalu acquisition date, retail assets and liabilities were recorded at their estimated fair value less cost to sell, and
subsequent to that date, we reviewed the fair value, less cost to sell, of these disposal groups.
In the second quarter of fiscal 2020, we entered into agreements to sell 13 Shoppers stores and decided to close six locations.
During fiscal 2020, within discontinued operations the Company incurred approximately $31.1 million in pre-tax aggregate costs
and charges related to Shoppers stores that remain within discontinued operations, consisting of $24.6 million of operating losses,
severance costs and transaction costs during the period of wind-down and $6.5 million of property and equipment impairment
charges related to impairment reviews. In the second and third quarters of fiscal 2020, we reviewed the recoverability of the
remaining assets held for sale and assessed the remaining composition of the Shoppers disposal group based on updated fair values.
We may incur additional costs and charges in the future related to the divestiture of Retail if these locations are subsequently sold,
indicators exist that the business may be impaired, or if we incur employee-related charges or wind-down costs.
Professional Services Agreements
In connection with the sale of Save-A-Lot on December 5, 2016, Supervalu entered into a services agreement (the “Services
Agreement”) with Moran Foods, LLC (“Moran Foods”), the entity that operates the Save-A-Lot business. Pursuant to the Services
Agreement, we provide certain technical, human resources, finance and other operational services to Save-A-Lot for a term of
five years, on the terms and subject to the conditions set forth therein. Total sales earned under the Services Agreement in fiscal
2020 was $24 million, which was recorded within Net sales. We expect that services provided under the Services Agreement will
wind down on or near the end of the initial term. At that time, we would lose the revenue associated with this agreement, and if
we are not able to eliminate fixed or variable costs associated with servicing this agreement concurrent with the decline in revenue,
we would incur a decrease in operating profit.
Impact of Inflation or Deflation
We monitor product cost inflation and deflation and evaluate whether to absorb cost increases or decreases, or pass on pricing
changes to our customers. We experienced a mix of inflation and deflation across product categories during fiscal 2020 and 2019.
In the aggregate across all of our legacy businesses and taking into account the mix of products, management estimates our
businesses experienced cost inflation of approximately one percent in fiscal 2020. Cost inflation and deflation estimates are based
on individual like items sold during the periods being compared. Changes in merchandising, customer buying habits and competitive
pressures create inherent difficulties in measuring the impact of inflation and deflation on Net sales and Gross profit. Absent any
changes in units sold or the mix of units sold, deflation has the effect of decreasing sales. Under the last-in, first out (“LIFO”)
method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory
quantities and costs, which has the effect of decreasing Gross profit and the carrying value of inventory.
Business Performance Assessment and Composition of Consolidated Statements of Operations
Net sales
Our net sales consist primarily of sales of natural, organic, specialty, produce and conventional grocery and non-food products,
and support services to retailers, adjusted for customer volume discounts, vendor incentives when applicable, returns and
allowances, and professional services revenue. Net sales also include amounts charged by us to customers for shipping and handling
and fuel surcharges.
34
Cost of sales and Gross profit
The principal components of our cost of sales include the amounts paid to suppliers for product sold, plus the cost of transportation
necessary to bring the product to, or move product between, our various distribution centers, partially offset by consideration
received from suppliers in connection with the purchase or promotion of the suppliers’ products. Cost of sales also includes amounts
incurred by us at our manufacturing subsidiary, Woodstock Farms Manufacturing, for inbound transportation costs. Our gross
margin may not be comparable to other similar companies within our industry that may include all costs related to their distribution
network in their costs of sales rather than as operating expenses.
Operating expenses
Operating expenses include salaries and wages, employee benefits, warehousing and delivery, selling, occupancy, insurance,
administrative, share-based compensation, depreciation, and amortization expense. These expenses relate to warehousing and
delivery expenses including purchasing, receiving, selecting and outbound transportation expenses.
Restructuring, acquisition and integration expenses
Restructuring, acquisition and integration expenses reflect expenses resulting from restructuring activities, including severance
costs, change-in-control related charges, facility closure asset impairment charges and costs, stock-based compensation acceleration
charges and acquisition and integration expenses. Integration expenses include incremental expenses related to combining facilities
required to optimize our distribution network as a result of acquisitions.
Interest expense, net
Interest expense, net includes primarily interest expense on long-term debt, net of capitalized interest, interest expense on finance
and direct finance lease obligations, and amortization of financing costs and discounts.
Net periodic benefit income, excluding service cost
Net periodic benefit income, excluding service cost reflects the recognition of expected returns on benefit plan assets in excess
of interest costs.
Adjusted EBITDA
Our Consolidated Financial Statements are prepared and presented in accordance with generally accepted accounting principles
in the United States (“GAAP”). In addition to the GAAP results, we consider certain non-GAAP financial measures to assess the
performance of our business and understand underlying operating performance and core business trends, which we use to facilitate
operating performance comparisons of our business on a consistent basis over time. Adjusted EBITDA is provided as a supplement
to our results of operations and related analysis, and should not be considered superior to, a substitute for or an alternative to any
financial measure of performance prepared and presented in accordance with GAAP. Adjusted EBITDA excludes certain items
because they are non-cash items or are items that do not reflect management’s assessment of on-going business performance.
We believe Adjusted EBITDA is useful to investors and financial institutions because it provides additional understanding of
factors and trends affecting our business, which are used in the business planning process to understand expected operating
performance, to evaluate results against those expectations, and as the primary compensation performance measure under certain
compensation programs and plans. We believe Adjusted EBITDA is reflective of factors that affect our underlying operating
performance and facilitate operating performance comparisons of our business on a consistent basis over time. Investors are
cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. Certain
adjustments to our GAAP financial measures reflected below exclude items that may be considered recurring in nature and may
be reflected in our financial results for the foreseeable future. These measurements and items may be different from non-GAAP
financial measures used by other companies. Adjusted EBITDA should be reviewed in conjunction with our results reported in
accordance with GAAP in this Annual Report.
There are significant limitations to using Adjusted EBITDA as a financial measure including, but not limited to, it not reflecting
the cost of cash expenditures for capital assets or certain other contractual commitments, finance lease obligation and debt service
expenses, income taxes, and any impacts from changes in working capital.
We define Adjusted EBITDA as a consolidated measure inclusive of continuing and discontinued operations results, which we
reconcile by adding Net (loss) income from continuing operations, plus Total other expense, net and (Benefit) provision for income
taxes, plus Depreciation and amortization calculated in accordance with GAAP, plus non-GAAP adjustments for Share-based
compensation, Restructuring, acquisition and integration related expenses, Goodwill and asset impairment charges, Loss (gain)
on sale of assets, certain legal charges and gains, certain other non-cash charges or items, as determined by management, plus
Adjusted EBITDA of discontinued operations calculated in manner consistent with the results of continuing operations, outlined
above.
35
Assessment of Our Business Results
The following table sets forth a summary of our results of operations and Adjusted EBITDA for the periods indicated. We have
revised the following table for the immaterial error correction discussed in Note 20—Immaterial Correction to Prior Period Financial
Statements and the presentation of Retail within continuing operations discussed in Note 1—Significant Accounting Policies, both
included within Part II, Item 8 of this Annual Report on Form 10-K.
(in thousands)
Net sales
Cost of sales
Gross profit
Operating expenses
Goodwill and asset impairment charges
Restructuring, acquisition and integration related expenses
Loss (gain) on sale of assets
Operating (loss) income
Other expense (income):
Net periodic benefit income, excluding service cost
Interest expense, net
Other, net
Total other expense, net
2020
(52 weeks)
2019
(53 weeks)
2018
(52 weeks)
2020
Change
2019
Change
$ 26,514,267
$ 22,307,456
$ 10,226,683
$ 4,206,811
$ 12,080,773
22,639,475
19,098,850
8,706,669
3,540,625
10,392,181
3,874,792
3,208,606
1,520,014
3,541,487
2,967,912
1,274,562
425,405
86,383
17,132
292,770
148,195
(499)
11,242
9,738
—
(195,615)
(199,772)
224,472
(39,177)
191,607
(3,591)
148,839
(35,041)
180,789
(1,063)
144,685
—
16,025
(1,545)
14,480
209,992
47,215
162,777
—
666,186
573,575
132,635
(61,812)
17,631
4,157
(4,136)
10,818
(2,528)
4,154
3
(31,509)
31,512
(16,100)
15,412
(4,822)
1,688,592
1,693,350
281,528
138,457
(499)
(424,244)
(35,041)
164,764
482
130,205
(554,449)
(106,151)
(448,298)
898
(447,400)
(107)
$
$
10,590
$
(447,507)
110,067
$
203,989
(Loss) income from continuing operations before income taxes
(344,454)
(344,457)
(Benefit) provision for income taxes
Net (loss) income from continuing operations
(90,445)
(58,936)
(254,009)
(285,521)
(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
Adjusted EBITDA
$
672,922
$
562,855
$
358,866
36
The following table reconciles Adjusted EBITDA to Net income (loss) from continuing operations and to Income from discontinued
operations, net of tax.
(in thousands)
Net (loss) income from continuing operations
Adjustments to continuing operations net income (loss):
Less net income attributable to noncontrolling interests
Total other expense, net
(Benefit) provision for income taxes(1)
Depreciation and amortization
Share-based compensation
Goodwill and asset impairment charges(2)
Restructuring, acquisition, and integration related expenses(3)
Loss (gain) on sale of assets(4)
Notes receivable charges(5)
Inventory fair value adjustment(6)
Legal reserve charge, net of settlement income(7)
Other retail expense(8)
Adjusted EBITDA of continuing operations
Adjusted EBITDA of discontinued operations(9)
Adjusted EBITDA
(Loss) income from discontinued operations, net of tax(9)
Adjustments to discontinued operations net (loss) income:
Total other expense, net
Benefit for income taxes
Other expense
Restructuring, store closure and other charges, net(10)
Adjusted EBITDA of discontinued operations(9)
2020
(52 weeks)
2019
(53 weeks)
2018
(52 weeks)
$
(254,009) $
(285,521) $
162,777
(4,929)
148,839
(90,445)
281,535
33,689
425,405
86,383
17,132
12,516
—
1,196
1,750
659,062
13,860
(107)
144,685
(58,936)
247,746
40,495
292,770
148,195
(499)
—
10,463
(1,390)
—
537,901
24,954
—
14,480
47,215
87,631
25,783
11,242
9,738
—
—
—
—
358,866
—
672,922
$
562,855
$
358,866
$
$
(15,202) $
898
$
(4)
(4,465)
—
33,531
150
(3,723)
(62)
27,691
$
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.
37
RESULTS OF OPERATIONS
Fiscal year ended August 1, 2020 (fiscal 2020) compared to fiscal year ended August 3, 2019 (fiscal 2019)
Within our results of operations we have estimated the impact of the additional week in fiscal 2019 and the acquisition of Supervalu,
where applicable and estimable, to provide comparable financial results on a year-over-year basis. The impact of the 53rd week
in fiscal 2019 discussed below represents an estimate of the contribution from the additional week in fiscal 2019 and is calculated
by taking one-fifth of the respective metrics for the last five-week period, within the 14-week fourth quarter of fiscal 2019. The
quantification of Supervalu’s impact on our results of operations presented below is to discuss the incremental impact of Supervalu,
and provide analysis of our underlying business for year-over-year comparability purposes. References to legacy company results
are presented to provide a comparative results analysis excluding the Supervalu acquired business impacts.
Net Sales
Our net sales by customer channel was as follows (in millions):
Customer Channel
Chains(1)
Independent retailers(1)
Supernatural
Retail
Other(1)
Total net sales
2020
(52 weeks)
% of Total
Net Sales
2019(1)
(53 weeks)
% of Total
Net Sales
Increase (Decrease)
$
% of Total
Net Sales
$
10,663
40% $
6,699
4,720
2,331
2,101
25%
18%
9%
8%
8,812
5,536
4,394
1,653
1,912
39% $
25%
20%
7%
9%
1,851
1,163
326
678
189
$
26,514
100% $
22,307
100% $
4,207
1 %
— %
(2)%
2 %
(1)%
— %
(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.
Our net sales for fiscal 2020 increased approximately 19% from fiscal 2019. The increase in net sales for fiscal 2020 was driven
by incremental Supervalu net sales from the first quarter of fiscal 2020, as Supervalu was only included in our results for
approximately one week in the first quarter of fiscal 2019, of approximately $3,336 million and was partially offset by $475 million
from an incremental 53rd week in fiscal 2019. The remaining underlying net sales increased $1,346 million or 6.2%.
Chains net sales increased primarily due to $1,612 million of an incremental 12 weeks of net sales from the acquired Supervalu
business, which was partially offset by the estimated impact from the 53rd week in fiscal 2019 of $192 million. The remaining
increase of $431 million was primarily due to growth in sales to existing customers, including demand for center store and natural
products driven by customers’ response to the COVID-19 pandemic, partially offset by lower sales from previously lost customers
and business prior to the pandemic.
Independent retailers net sales increased primarily due to $971 million of an incremental 12 weeks of net sales from the acquired
Supervalu business, which was partially offset by the estimated impact from the 53rd week in fiscal 2019, of $120 million. The
remaining increase of $312 million was primarily due to growth in sales to existing customers, including demand for center store
and natural products driven by customers response to the COVID-19 pandemic, partially offset by lower sales from previously
lost customers and stores prior to the pandemic.
Supernatural net sales increased primarily due to increased sales related to the COVID-19 pandemic, growth in existing and new
product categories, and increased sales to existing and new stores prior to the pandemic, partially offset by the impact of categories
that have been adversely impacted by COVID such as bulk and ingredients used for prepared foods and the estimated impact from
the 53rd week in fiscal 2019 of $84 million.
38
Retail’s net sales increased primarily due to $486 million of an incremental 12 weeks of net sales from the acquired Supervalu
business, which was partially offset by the estimated impact from the 53rd week in fiscal 2019 of $40 million. The remaining
increase of $232 million was driven by increased identical store sales related to the COVID-19 pandemic.
Other net sales increased primarily due to $267 million of an incremental 12 weeks of net sales from the acquired Supervalu
business, which was partially offset by the estimated impact from the 53rd week in fiscal 2019 of $39 million. The remaining
decrease of $39 million is primarily due to a 23% (or $104 million) decline in sales to foodservice customers, whose purchases
slowed due to the COVID-19 pandemic based on their locations being temporarily closed. We expect sales to our foodservice
customers in the first half of fiscal 2021 to decrease as compared to fiscal 2020 as a result of the COVID-19 pandemic.
Cost of Sales and Gross Profit
Our gross profit increased $666.2 million or 20.8%, to $3,874.8 million in fiscal 2020, from $3,208.6 million in fiscal 2019. Our
gross profit as a percentage of net sales increased to 14.61% in fiscal 2020 compared to 14.38% in fiscal 2019. Our gross profit
for fiscal 2020 included an incremental 12 weeks of gross profit from the acquired Supervalu business estimated as approximately
$480.2 million and fiscal 2019 included an estimated increase in gross profit from the 53rd week of $68.9 million. The remaining
increase in gross profit of $254.9 million was primarily driven by higher Wholesale and Retail sales volume. The 23 basis point
increase in gross profit rate was driven by a 92 basis point increase in Retail gross profit as a percent of its net sales, which was
driven by lower promotional activity and contributed to a segment business mix impact that increased overall gross profit rate.
This increase was partially offset by a 12 basis point decrease in Wholesale gross profit as a percent of its net sales, and included
a decrease due to lower gross profit rates on conventional products.
Operating Expenses
Operating expenses increased $573.6 million, or 19.3%, to $3,541.5 million, or 13.36% of net sales, in fiscal 2020 compared to
$2,967.9 million, or 13.30% of net sales, in fiscal 2019. The increase in operating expenses as a percent of net sales was driven
by 25 basis points of higher incentive compensation, including temporary COVID-19 compensation expense and 13 basis points
of higher bad debt expense primarily from customer bankruptcies prior to the pandemic, which were partially offset by 31 basis
points of lower other employee costs driven by lower salaries and benefits expenses. Operating expenses decreased by $64.7
million from the impact of the additional 53rd week in fiscal 2019.
Goodwill and Asset Impairment Charges
During fiscal 2020 we recorded $425.4 million of goodwill and asset impairment charges, which reflects $421.5 million from an
impairment charge on the remaining goodwill attributable to the U.S. Wholesale reporting unit, $2.5 million related to purchase
accounting adjustments to finalize the opening balance sheet goodwill and $1.4 million of other asset impairment charges. Refer
to the section above Executive Overview—Goodwill Impairment Review and Note 7—Goodwill and Intangible Assets in Part II,
Item 8 of this Annual Report on Form 10-K for additional information.
During fiscal 2019 we recorded a $292.8 million goodwill impairment charge, which reflects the preliminary goodwill impairment
based on the preliminary fair value of net assets assigned, which was finalized in the first quarter of fiscal 2020. The goodwill
impairment charge recorded in fiscal 2019 was subject to further change based upon the final purchase price allocation during the
measurement period for estimated fair values of assets acquired and liabilities assumed from the Supervalu acquisition. The
estimates and assumptions were subject to change during the measurement period (up to one year from the acquisition date).
Restructuring, Acquisition and Integration Related Expenses
Restructuring, acquisition and integration related expenses were $86.4 million for fiscal 2020 and primarily included $41.6 million
of integration related costs, $39.9 million of closed property reserve charges related to the divestiture of retail banners and $4.9
million of primarily employee related separation costs. Expenses incurred in fiscal 2019 primarily related to $74.4 million of
employee related costs and charges due to severance, settlement of outstanding equity awards and benefits costs, $51.2 million
of other acquisition and integration related costs and $22.5 million of closed property reserve charges primarily related to the
divestiture of retail banners.
We expect to incur additional distribution center integration costs throughout fiscal 2021 related to our operational restructuring
to achieve cost synergies and supply chain efficiencies within continuing operations.
39
Loss (Gain) on Sale of Assets
Loss on sale of assets increased $17.6 million to $17.1 million in fiscal 2020 from a gain on sale of assets of $0.5 million in fiscal
2019. Loss on sale of assets in fiscal 2020 included an accumulated depreciation and amortization charge of $50.0 million related
to the requirement to move Retail from discontinued operations to continuing operations, which was partially offset by gains on
sales of distribution centers and a retail accounting services business.
Operating Loss
Reflecting the factors described above, operating loss decreased $4.2 million to an operating loss of $195.6 million for fiscal 2020,
from an operating loss of $199.8 million for fiscal 2019. The decrease in operating loss was driven by gross profit increases in
excess of operating expense increases, lower restructuring, acquisition and integration related expenses, partially offset by a higher
goodwill impairment charge and a higher loss on sale of assets.
The fiscal 2020 and 2019 operating losses include $5.8 million and $9.5 million, respectively, of operating lease rent expense and
$1.9 million and $4.2 million, respectively, of depreciation and amortization expenses 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. In addition, continuing operations operating loss includes certain retail related overhead costs that
are related to retail but are required to be presented within continuing operations.
Total Other Expense, Net
(in thousands)
2020
(52 weeks)
2019
(53 weeks)
Increase
(Decrease)
Net periodic benefit income, excluding service cost
$
(39,177) $
(35,041) $
Interest expense on long-term debt, net of capitalized interest
Interest expense on finance and direct financing lease obligations
Amortization of financing costs and discounts
Debt refinancing costs and unamortized financing charges
Interest income
Interest expense, net
Other, net
Total other expense, net
166,402
11,944
15,383
74
(2,196)
191,607
(3,591)
146,762
15,730
13,394
4,903
—
180,789
(1,063)
$
148,839
$
144,685
$
(4,136)
19,640
(3,786)
1,989
(4,829)
(2,196)
10,818
(2,528)
4,154
Net periodic benefit income, excluding service cost reflects the recognition of expected returns on benefit plan assets in excess
of interest costs. Net periodic benefit income for fiscal 2020 includes $11.3 million of non-cash pension settlement charges primarily
from the lump sum pension settlement offering completed in fiscal 2020. Fiscal 2019 net periodic benefit income reflects a partial
year due to the acquisition of Supervalu near the end of the first quarter of fiscal 2019.
The increase in interest expense on long-term debt for fiscal 2020 compared to fiscal 2019 was primarily due to an increase in
average outstanding debt driven by the Supervalu acquisition financing executed near the end of the first quarter of fiscal 2019.
Interest on finance and direct financing leases decreased primarily due to the adoption of the new lease accounting standard, ASC
842, in fiscal 2020. Beginning in the third quarter of fiscal 2020, interest on financing leases includes interest expense related to
a distribution center for which we executed a purchase option with a delayed purchase provision.
Benefit for Income Taxes
The effective income tax rate for continuing operations was a benefit of 26.3% and 17.1% on pre-tax losses for fiscal 2020 and
2019, respectively. The increase in the benefit rate for fiscal 2020 was primarily driven by the NOL carryback provisions of the
CARES Act.
40
(Loss) Income from Discontinued Operations, Net of Tax
The results of discontinued operations for fiscal 2020 reflect net sales of $228.5 million for which we recognized $66.4 million
of gross profit and a loss from discontinued operations, net of tax of $15.2 million. As noted above, pre-tax loss from discontinued
operations excludes $5.8 million of operating lease rent expense related to stores within discontinued operations, but for which
GAAP requires the expense to be included within continuing operations. In addition, store closure charges related to leases are
recorded within continuing operations. Discontinued operations included $33.5 million of restructuring expenses primarily related
to Shoppers store closures expenses related to employee costs and wind-down expenses, and asset impairment charges. In addition,
gross profit of discontinued operations included inventory charges from store closures. As of the end of fiscal 2020, discontinued
operations consisted of only five Shoppers stores.
Net sales, gross profit and operating expenses of discontinued operations decreased $211.9 million, $61.8 million and $53.4 million,
respectively, for the fiscal 2020 as compared to fiscal 2019 primarily due to closed and sold Shoppers stores, results from the
Hornbacher’s retail banner, which was sold in December 2019, and the closed Shop ‘n Save East stores, which were partially
offset by the partial year in 2019 due to the timing of the Supervalu acquisition.
Refer to the section above Executive Overview—Divestiture of Retail Operations and to Note 19—Discontinued Operations in
Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding these discontinued operations.
Net Loss Attributable to United Natural Foods, Inc.
Reflecting the factors described in more detail above, we incurred a net loss attributable to United Natural Foods, Inc. of $274.1
million, or $5.10 per diluted common share, for fiscal 2020, compared to $284.7 million, or $5.56 per diluted common share, for
fiscal 2019.
As described in more detail within Note 13—Share-Based Awards in Part II, Item 8 of this Annual Report on Form 10-K, in fiscal
2020 and 2019 we issued approximately 1.3 million and 2.0 million shares of common stock, respectively, to fund the settlement
of time-vesting replacement award obligations from the Supervalu acquisition. We have approximately 1.6 million additional
shares authorized for issuance and registered on a Registration Statement on Form S-8 filed with the SEC for the issuance in order
to satisfy replacement award and option issuance obligations.
Fiscal year ended August 3, 2019 (fiscal 2019) compared to fiscal year ended July 28, 2018 (fiscal 2018)
The requirement to move Retail to continuing operations in fiscal 2020, resulted in a requirement to revise historical financial
information to conform with current period presentation, and as a result the following reflects an updated results of operations
discussion for fiscal 2019 compared to fiscal 2018.
Net Sales
Our net sales by customer channel were as follows (in millions):
Customer Channel
Chains(1)
Independent retailers(1)
Supernatural
Retail
Other(1)
Total net sales
2019(1)
(53 weeks)
% of Total
Net Sales
2018
(52 weeks)
% of Total
Net Sales
Increase (Decrease)
$
% Total Net
Sales
$
8,812
5,536
4,394
1,653
1,912
$
22,307
39% $
25%
20%
7%
9%
100% $
3,299
2,100
3,758
—
1,070
10,227
32% $
21%
37%
—%
10%
5,513
3,436
636
1,653
842
100% $
12,080
7 %
4 %
(17)%
7 %
(1)%
— %
(1) Refer to Note 3—Revenue Recognition in Part II, Item 8 of this Annual Report on Form 10-K for our channel definitions.
Our net sales for fiscal 2019 increased 118% to $22.31 billion from $10.23 billion for fiscal 2018. The increase in net sales for
fiscal 2019 was driven by Supervalu net sales of approximately $11.40 billion, which included $272 million from the 53rd week
in fiscal 2019, the increase in net sales of our Supernatural channel, the remaining company estimated impact from the 53rd week
of approximately $204 million and an increase in Chains net sales, which were partially offset by decreases in Other and Independent
retailers net sales.
41
Chains net sales increased primarily due to $5,392 million of net sales from the acquired Supervalu business, including the 53rd
week, and the estimated impact from the 53rd week in fiscal 2019 on the remaining company of $62 million. The remaining
increase of $59 million is primarily due to net sales to existing customers.
Independent retailers net sales increased primarily due to $3,402 million of net sales from the acquired Supervalu business, including
the 53rd week, and the estimated impact from the 53rd week in fiscal 2019 on the remaining company of $40 million. The remaining
decrease was $6 million.
Supernatural net sales increased, which included an estimated impact from the 53rd week of $84 million. The remaining increase
in net sales to Whole Foods Market was primarily due to an increase in same store sales, which have continued following its
acquisition by Amazon.com, Inc. in August 2017, coupled with growth in new product categories, most notably the health, beauty
and supplement categories, and increased sales from new stores.
Retail’s net sales increased solely due to $1,653 million of net sales from the acquired Supervalu business.
Other net sales increased primarily due to $947 million of net sales from the acquired Supervalu business, including the 53rd
week, and the estimated impact from the 53rd week on the remaining company in fiscal 2019 of $18 million. The remaining
decrease of $123 million is primarily due to sales declines driven by our e-commerce business and lack of sales from Earth Origins,
which was disposed in the fourth quarter of fiscal 2018.
Cost of Sales and Gross Profit
Our gross profit increased $1,688.6 million, or 111.1%, to $3,208.6 million in fiscal 2019, from $1,520.0 million in fiscal 2018.
Our gross profit as a percentage of net sales was 14.38% in fiscal 2019 compared to 14.86% in fiscal 2018. Our gross profit for
fiscal 2019 included 41 weeks of gross profit from the acquired Supervalu business of approximately $1,639.9 million, net of its
related LIFO inventory charge, and an estimated increase in gross profit from the 53rd week of $28.0 million on the legacy company
results. In addition, our legacy company Wholesale business gross profit decreased from a LIFO charge of $15.0 million in fiscal
2019, and from cycling the fiscal 2018 gross profit from a change in accounting estimate benefit of $20.9 million. The remaining
increase in gross profit of $56.6 million was driven by the sales growth from the Supernatural channel relative to the other customer
channels and lower inbound freight expense. The decrease in gross profit rate was primarily due to the impact of the acquired
Supervalu business.
Total Gross profit increased by $68.9 million from the impact of the additional 53rd week. The adoption of the LIFO inventory
costing method decreased our fiscal 2019 Gross profit by $25.4 million or 11 basis points.
Refer to Note 1—Significant Accounting Policies in Part II, Item 8 of this Annual Report on Form 10-K and below under the
heading Net (Loss) Income Attributable to United Natural Foods, Inc. for additional information regarding the impact of a change
in estimate for the gross profit impact of $20.9 million recorded during fiscal 2018.
Operating Expenses
Operating expenses increased $1,693.4 million, or 132.9%, to $2,967.9 million, or 13.30% of net sales, in fiscal 2019 compared
to $1,274.6 million, or 12.46% of net sales, in fiscal 2018. The increase in operating expenses as a percentage of net sales was
primarily driven by the mix impact from the acquired Supervalu business, including higher Retail costs including employee and
occupancy costs, and the impact of higher depreciation and amortization expense of 25 basis points on total company results,
partially offset by lower administrative employee costs, including the impact of cost synergies and lower incentive compensation
costs, excluding stock-based compensation. Operating expenses increased by $64.7 million from the impact of the additional 53rd
week in fiscal 2019.
Goodwill and Asset Impairment Charges
During fiscal 2019 we recorded a $292.8 million goodwill impairment charge, which reflects the preliminary goodwill impairment
charge based on the preliminary fair value of net assets assigned. The goodwill impairment charge recorded in fiscal 2019 was
subject to further change based upon the final purchase price allocation during the measurement period for estimated fair values
of assets acquired and liabilities assumed from the Supervalu acquisition. The estimates and assumptions were subject to change
during the measurement period (up to one year from the acquisition date).
42
During fiscal 2018, the Company made the decision to close three non-core, under-performing stores of its total of twelve Earth
Origins stores. Based on this decision, coupled with the decline in results in the first half of fiscal 2018 and the future outlook as
a result of competitive pressure, the Company determined that both a test for recoverability of long-lived assets and a goodwill
impairment analysis should be performed. The determination of the need for a goodwill analysis was based on the assertion that
it was more likely than not that the fair value of the reporting unit was below its carrying amount. As a result of both these analyses,
the Company recorded a total impairment charge of $3.4 million on long-lived assets and $7.9 million to goodwill, respectively,
during the second quarter of fiscal 2018. During the fourth quarter of fiscal 2018 the Company disposed of its Earth Origins retail
business.
Restructuring, Acquisition and Integration Related Expenses
Restructuring, acquisition and integration related expenses were $148.2 million for fiscal 2019 and primarily included $74.4
million of employee related costs and charges due to severance, settlement of outstanding equity awards and benefits costs, $51.2
million of other acquisition and integration related costs and $22.5 million of closed property reserve charges related to the
divestiture of retail banners. Expenses incurred in fiscal 2018 primarily related to $5.0 million of acquisition related costs associated
with the Supervalu acquisition and $4.8 million charges related to the exit of our Earth Origins Market business.
Operating (Loss) Income
Reflecting the factors described above, operating income decreased approximately $424.2 million to an operating loss of $199.8
million for fiscal 2019, from operating income of $224.5 million for fiscal 2018. As a percentage of net sales, operating loss was
0.90% for fiscal 2019, compared to operating income of 2.19% for fiscal 2018. The decrease in operating income was driven by
higher Goodwill and asset impairment charges, higher Restructuring, acquisition and integration related expenses, higher Operating
expenses, including higher depreciation and amortization expense, and the change in accounting estimate benefit from last year,
which were offset in part by higher Gross profit, excluding the change in accounting estimate discussed above.
The fiscal 2019 operating loss includes $9.5 million of operating lease rent expense and $4.2 million of depreciation and
amortization expenses 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. In addition, continuing operations
operating loss includes certain retail related overhead costs that are related to retail but are required to be presented within continuing
operations.
Total Other Expense, Net
(in thousands)
2019
(53 weeks)
2018
(52 weeks)
Increase
(Decrease)
Net periodic benefit income, excluding service cost
$
(35,041) $
— $
Interest expense on long-term debt, net of capitalized interest
Interest expense on finance and direct financing lease obligations
Amortization of financing costs and discounts
Debt refinancing costs and unamortized financing charges
Interest income
Interest expense, net
Other, net
Total other expense, net
146,762
15,730
13,394
4,903
—
180,789
(1,063)
14,016
2,455
—
—
(446)
16,025
(1,545)
(35,041)
132,746
13,275
13,394
4,903
446
164,764
482
$
144,685
$
14,480
$
130,205
Net periodic benefit income, excluding service cost reflects the recognition of expected returns on benefit plan assets in excess
of interest costs. The increase in interest expense on long-term debt was primarily due to an increase in outstanding debt year-
over-year driven by Supervalu acquisition financing. The increase in interest on capital and direct financing leases primarily reflects
lease obligations related to retail stores of discontinued operations acquired in the Supervalu acquisition, but for which GAAP
requires the expense to be included within continuing operations, as we expect to remain primarily obligated under these leases.
As a result of the Supervalu acquisition, we assumed defined benefit pension and other postretirement benefit obligations.
43
(Benefit) Provision for Income Taxes
Our effective income tax rate for continuing operations was 17.1% and 22.5% for fiscal 2019 and 2018, respectively. The fiscal
2019 effective tax rate reflects a tax benefit based on a consolidated pre-tax loss from continuing operations while fiscal 2018
reflected a tax expense on pre-tax income. The fiscal 2018 effective income tax rate was primarily driven by a non-cash net tax
benefit of $21.7 million related to the impact of the re-measurement of the U.S. net deferred tax liabilities due to tax reform. For
fiscal 2019, the effective income tax rate captures the full impact of the reduced federal tax rate, as well as tax cost associated
with stock compensation payments not expected to be deductible in under the Section 162(m) tax reform rules and the impact of
non-deductible goodwill impairment charges recorded in fiscal 2019.
Income from Discontinued Operations, Net of Tax
The results of operations for fiscal 2019 reflect net sales of $440.5 million for which we recognized $128.3 million of gross profit
and Income from discontinued operations, net of tax of $0.9 million. As noted above, pre-tax income from discontinued operations
excludes operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense
to be included within continuing operations. In addition, store closure charges related to leases are recorded within continuing
operations. Discontinued operations included $24.9 million of restructuring expenses primarily related to employee severance and
store closure charges. In addition, gross profit of discontinued operations included inventory charges from store closures.
Net (Loss) Income Attributable to United Natural Foods, Inc.
Reflecting the factors described in more detail above, we incurred a net loss attributable to United Natural Foods, Inc. of $284.7
million, or $5.56 per diluted share, for fiscal 2019, compared to net income of $162.8 million, or $3.20 per diluted share, for fiscal
2018.
Segment Results of Operations
In evaluating financial performance in each business segment, management primarily uses, Net sales and Adjusted EBITDA of
its business segments as discussed and reconciled within Note 17—Business Segments within Part II, Item 8 of this Annual Report
on Form 10-K and the above table within the Executive Overview section. The following tables set forth Net sales and Adjusted
EBITDA by segment for the periods indicated.
(in thousands)
Net sales:
Wholesale
Retail
Other
Eliminations
Total Net sales
Continuing operations Adjusted EBITDA:
Wholesale
Retail
Other
Eliminations
2020
(52 weeks)
2019
(53 weeks)
2018
(52 weeks)
Increase / (Decrease)
2020
2019
$ 25,496,597
$ 21,530,183
$ 10,169,840
$
3,966,414
$ 11,360,343
2,330,694
1,653,596
—
677,098
1,653,596
227,984
234,838
228,465
(6,854)
6,373
(1,541,008)
(1,111,161)
(171,622)
(429,847)
(939,539)
$ 26,514,267
$ 22,307,456
$ 10,226,683
$
591,028
$
462,996
$
343,104
86,401
(15,903)
(2,464)
34,149
41,918
(1,162)
—
12,337
3,425
$
$
4,206,811
$ 12,080,773
128,032
$
119,892
52,252
(57,821)
(1,302)
34,149
29,581
(4,587)
Total continuing operations Adjusted EBITDA
$
659,062
$
537,901
$
358,866
$
121,161
$
179,035
Net Sales
Wholesale’s net sales increase in fiscal 2020 as compared to fiscal 2019 was driven by an incremental 12 weeks of net sales from
the acquired Supervalu business of approximately $3,118 million and was partially offset by $455 million from an incremental
53rd week in fiscal 2019, with the remaining increase primarily due to growth in sales to existing customers in the Chains,
Supernatural and Independent retailers channels. Sales growth was primarily driven by demand for center store and natural products
from customers response to the COVID-19 pandemic, and was partially offset by lower sales from previously lost customers and
stores prior to the pandemic.
44
Retail’s net sales increase for fiscal 2020 as compared to fiscal 2019 is primarily due to $486 million of an incremental 12 weeks
of net sales from the acquired Supervalu business, which was partially offset by the estimated impact from the 53rd week in fiscal
2019 of $40 million. The remaining increase was driven by increased identical store sales related to the COVID-19 pandemic. All
Retail net sales related to the acquired Supervalu business.
The increase in net sales eliminations in fiscal 2020 and 2019 was primarily due to an increase in Wholesale sales to Retail resulting
from the acquired Supervalu retail business, which are eliminated upon consolidation.
Wholesale’s net sales increase in fiscal 2019 as compared to fiscal 2018 was driven by Supervalu net sales of approximately $10.65
billion, which included $252 million from the 53rd week in fiscal 2019, with the remaining increase primarily driven by net sales
of our Supernatural channel, the remaining company estimated impact from the 53rd week of approximately $204 million and an
increase in Chains net sales, which were partially offset by decreases in Other and Independent retailers net sales.
Retail’s net sales increase for fiscal 2019 as compared to fiscal 2018 was driven by Supervalu net sales of approximately of $1,653
million, which included $40 million from the 53rd week in fiscal 2019.
Adjusted EBITDA
Wholesale’s Adjusted EBITDA increased 28% in fiscal 2020 as compared to fiscal 2019. The increase was driven by leveraged
sales growth, particularly in the second half of fiscal 2020 from increases in food-at-home purchases that drove sales to our
customers, an incremental 12 weeks of Adjusted EBITDA from the acquired Supervalu business. Gross profit dollar growth for
fiscal 2020 was $469.3 million with a gross profit rate decrease of approximately 12 basis points, which outpaced operating expense
increases, excluding depreciation and amortization and stock-based compensation, of $341.3 million. Operating expense rate
decrease of approximately 29 basis points primarily driven by lower trucking expense, partially offset by higher temporary incentive
pay and operating costs related to the COVID-19 pandemic and higher bad debt expense prior to the COVID-19 pandemic.
Wholesale depreciation expense increased $39.3 million to $267.2 million due to an incremental 12 weeks of depreciation and
amortization expense from the Supervalu acquisition.
Retail’s Adjusted EBITDA increased 153% in fiscal 2020 as compared to fiscal 2019. The increase was driven by higher sales
volume from the impacts of the COVID-19 pandemic and the incremental 12 weeks of Adjusted EBITDA from the acquired
Supervalu business, fixed and variable cost leveraging and lower promotional activity. Gross profit dollar growth for fiscal 2020
was $197.3 with gross profit rate increasing 92 basis points from lower promotional activity. Operating expense growth of $140.2
million with an operating expense rate decrease of 92 basis points driven by variable cost leveraging partially offset by higher
temporary incentive pay and operating costs related to the COVID-19 pandemic. Retail depreciation and amortization expense
for fiscal 2020 and 2019 relate to finance lease amortization expense associated with leases previously amortizing in continuing
operations as they were not previously classified as held for sale. Starting in the first quarter of fiscal 2021, we expect we will
start recording depreciation and amortization expense related to the assets previously classified as held for sale that were moved
to continuing operations, as the majority of Retail’s assets were not subject to depreciation and amortization expense.
Other Adjusted EBITDA decreased 138% in fiscal 2020 primarily due to higher incentive compensation costs.
Wholesale’s Adjusted EBITDA increased 35% in fiscal 2019 as compared to fiscal 2018 primarily due to the acquired Supervalu
Wholesale business, which reflected 41 weeks of results, and growth in the legacy Wholesale business driven by higher sales.
Gross profit dollar growth for fiscal 2019 was $1,252.9 million, of which $1,176.3 million was attributable to the acquired Supervalu
business. Operating expense, excluding depreciation and amortization and stock-based compensation, dollar growth for fiscal
2019 was $1,133.1 million, of which $988.8 million was attributable to the acquired Supervalu business. Wholesale’s depreciation
and amortization expense increased $143.0 million to $227.9 million in fiscal 2019.
All of the increase in Retail’s Adjusted EBITDA in fiscal 2019 as compared to fiscal 2018 resulted from the acquired Supervalu
retail business, which reflected 41 weeks of results. Retail did not have any depreciation expense that was attributed to it because
of its previous held for sale status.
45
LIQUIDITY AND CAPITAL RESOURCES
Highlights
• 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.
Sources and Uses of Cash
We expect to continue to replenish operating assets and pay down debt obligations with internally generated funds and sale of
surplus and/or non-core assets. A significant reduction in operating earnings or the incurrence of operating losses could have a
negative impact on our operating cash flow, which may limit our ability to pay down our outstanding indebtedness as planned.
Our credit facilities are secured by a substantial portion of our total assets.
Our primary sources of liquidity are from internally generated funds and from borrowing capacity under our credit facilities. Our
short-term and long-term financing abilities are believed to be adequate as a supplement to internally generated cash flows to
satisfy debt obligations and fund capital expenditures as opportunities arise. Our continued access to short-term and long-term
financing through credit markets depends on numerous factors, including the condition of the credit markets and our results of
operations, cash flows, financial position and credit ratings.
Primary uses of cash include debt service, capital expenditures, working capital maintenance and income tax payments. We typically
finance working capital needs with cash provided from operating activities and short-term borrowings. Inventories are managed
primarily through demand forecasting and replenishing depleted inventories.
We currently do not pay a dividend on our common stock, and have no current plans to do so. In addition, we are limited in the
aggregate amount of dividends that we may pay under the terms of our Term Loan Facility and our ABL Credit Facility. Subject
to certain limitations contained in our debt agreements and as market conditions warrant, we may from time to time refinance
indebtedness that we have incurred, including through the incurrence or repayment of loans under existing or new credit facilities
or the issuance or repayment of debt securities.
Long-Term Debt
During fiscal 2020, we repaid a net $323.3 million under the ABL Credit Facility and repaid $91.9 million of scheduled maturities
and voluntary prepayments under the Term Loan Facility. Refer to Note 10—Long-Term Debt in Part II, Item 8 of this Annual
Report on Form 10-K for a detailed discussion of the provisions of our credit facilities and certain long-term debt agreements and
additional information.
46
Our Term Loan Agreement does not include any financial maintenance covenants. Our ABL Loan Agreement subjects us to a
fixed charge coverage ratio (as defined in the ABL Loan Agreement) of at least 1.0 to 1.0 calculated at the end of each of our fiscal
quarters on a rolling four quarter basis, when the adjusted aggregate availability (as defined in the ABL Loan Agreement) is ever
less than the greater of (i) $235.0 million and (ii) 10% of the aggregate borrowing base. We have not been subject to the fixed
charge coverage ratio covenant under the ABL Loan Agreement, including through the filing date of this Annual Report. The ABL
Loan Agreement and the Term Loan Agreement contain certain customary operational and informational covenants. If we fail to
comply with any of these covenants, we may be in default under the applicable loan agreement, and all amounts due thereunder
may become immediately due and payable.
The following chart outlines our scheduled debt maturities by fiscal year, which excludes debt prepayments that may be required
from proceeds from sales of mortgaged properties and, for periods beyond fiscal 2021, prepayments that may be required by
Excess Cash Flow (as defined in the Term Loan Agreement).
Derivatives and Hedging Activity
We enter into interest rate swap contracts from time to time to mitigate our exposure to changes in market interest rates as part of
our overall strategy to manage our debt portfolio to achieve an overall desired position of notional debt amounts subject to fixed
and floating interest rates. Interest rate swap contracts are entered into for periods consistent with related underlying exposures
and do not constitute positions independent of those exposures.
As of August 1, 2020, we had an aggregate of $1.99 billion of notional debt hedged through pay fixed and receive floating interest
rate swap contracts to effectively fix the LIBOR component of our floating LIBOR based debt at fixed rates ranging from 0.454%
to 2.959%, with maturities between October 2020 and October 2025. The fair value of these interest rate derivatives represents a
total net liability of $138.7 million and are subject to volatility based on changes in market interest rates. See Note 9—Derivatives
in Part II, Item 8 and —Interest Rate Risk within Item 7A of this Annual Report on Form 10-K for additional information.
From time-to-time, we enter into fixed price fuel supply agreements and foreign currency hedges. As of August 1, 2020, we had
fixed price fuel contracts outstanding and foreign currency forward agreements outstanding. Gains and losses and the financial
position in these arrangements are insignificant.
47
Capital Expenditures
Our capital expenditures for fiscal 2020 were $172.6 million, compared to $228.5 million for fiscal 2019, a decrease of $55.9
million primarily driven by lower distribution center expansion investments in fiscal 2020 compared to 2019. Fiscal 2020 principally
includes capital expenditures for distribution center expansions, primarily in Ridgefield, WA and Moreno Valley, CA, as well as
information technology, and equipment. Fiscal 2021 capital spending is expected to be in the range of $200.0 million to $250.0
million and include projects that optimize and expand our distribution network and our technology platform. Longer term, capital
spending is expected to be at or below 1.0% of net sales. We expect to finance requirements with cash generated from operations
and borrowings under our ABL Credit Facility. Future investments may be financed through long-term debt or borrowings under
our ABL Credit Facility.
The following chart outlines our capital expenditures by type over the last three fiscal years.
Cash Flow Information
The following summarizes our Consolidated Statements of Cash Flows:
(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
Effect of exchange rate on cash
Net increase in cash and cash equivalents
Cash and cash equivalents, at beginning of period
Cash and cash equivalents at end of period, including
discontinued operations
30,389
(154)
1,845
45,267
77,587
(143)
21,952
23,315
—
(575)
7,901
15,414
(47,198)
(11)
(20,107)
21,952
77,587
432
14,051
7,901
$
47,112
$
45,267
$
23,315
$
1,845
$
21,952
48
Fiscal 2020 compared to Fiscal 2019
The increase in net cash provided by operating activities of continuing operations was primarily due to higher amounts of cash
provided in fiscal 2020 related to higher earnings before the goodwill impairment charges and depreciation and amortization
expense, cash received from income taxes in fiscal 2020 compared to cash paid for income taxes in fiscal 2019, and lower payments
for assumed liabilities and transaction costs, which were partially offset by uses of cash to build inventory. In fiscal 2019, we
benefited from the reduction of the seasonally high levels of inventory and accounts receivable at the time of the Supervalu
acquisition; however, these cash inflows were offset in part by decreases from cash payments made in fiscal 2019 for assumed
liabilities and the payment of transaction costs from the Supervalu acquisition, including transaction-related expenses, accrued
employee costs, and restructuring costs associated with reductions in force.
The decrease in net cash used in investing activities of continuing operations was primarily due to $2,292.4 million of cash paid
to purchase Supervalu in fiscal 2019 and $55.9 million of lower cash payments for capital expenditures, partially offset by $33.0
million of less cash received from the sale of property and equipment, primarily due to lower cash received from the sale of
distribution centers. In fiscal 2019, we received cash from the sale and leaseback of two distribution centers, one of which was a
shorter-term lease related to the exit of that facility. In fiscal 2020, we received cash proceeds from the sale of five distribution
centers, one of which contained a shorter-term leaseback related to the exit of that facility.
The decrease in net cash provided by financing activities of continuing operations was primarily due to fiscal 2019 borrowings
on long-term debt to finance the Supervalu acquisition, and a net decrease in cash provided by the revolving credit facility
borrowings of $1,193.1 million, which was driven by borrowings to finance the Supervalu acquisition in fiscal 2019, offset in part
by net payments made in fiscal 2020 from operating activities cash flows in excess of investing activities. These decreases in cash
provided by financing activities, were offset in part by a decrease in payments of long-term debt and finance lease obligations
of $657.6 million driven by the repayment of acquired senior notes in fiscal 2019 and $62.6 million of payments for debt issuance
costs in fiscal 2019.
Net cash flows from discontinued operations primarily include investing activity cash flows from asset sales and operating activity
cash flow from operating income of the retail disposal groups. The decrease in net cash flows from discontinued operations is
primarily due to higher proceeds received in fiscal 2019 related to the sale of retail locations, including Hornbacher’s, than proceeds
received in fiscal 2020, including proceeds from the sale of a former dedicated retail distribution center and retail stores.
Fiscal 2019 compared to Fiscal 2018
The increase in net cash provided by operating activities of continuing operations was primarily due to higher amounts of cash
utilized in fiscal 2018 in inventory acquisition and credit extension to meet increased product demand and our service level
agreements and cash provided in fiscal 2019 by the reduction of inventory, including cash inflows from the reduction of Supervalu
inventory since the acquisition date, as the acquisition occurred at a time when inventories were seasonally high. These increases
were offset in part by cash utilized in payments of assumed liabilities from the Supervalu acquisition, including transaction-related
expenses, accrued employee costs, and restructuring costs associated with reductions in force, higher cash paid for interest expense,
higher cash utilized to reduce accounts payable primarily related to inventory reductions, and higher cash paid for taxes including
a $59 million cash tax payment related to the Supervalu acquisition.
The increase in net cash used in investing activities of continuing operations was primarily due to $2,292.4 million paid for the
Supervalu acquisition and an increase of $183.9 million in cash utilized for capital expenditures, partially offset by cash received
from the sale and leaseback of two distribution centers, and the sale of two surplus facilities, for aggregate proceeds of $172.5
million.
The increase in net cash provided by financing activities of continuing operations was primarily due to borrowings on long-term
debt of $1,926.6 million to finance the Supervalu acquisition, a net increase in revolving credit facility borrowings of $883.4
million, including payments to finance the Supervalu acquisition, the absence of cash utilized to repurchase common stock in
fiscal 2019 compared to $24.2 million in fiscal 2018, an increase in proceeds from the issuance of common stock in fiscal 2019
of $23.0 million, and other borrowings of $22.4 million in fiscal 2019, partially offset by an increase in repayments of long-term
debt and capital lease obligations of $767.8 million, including the repayment of the Supervalu Senior Notes, payments for debt
financing costs of $62.6 million.
Net cash flows from discontinued operations primarily include investing activity cash inflows from the sale of Hornbacher’s, a
surplus distribution center, and surplus retail stores, and operating activity cash flow from operating income, partially offset by
capital expenditures of discontinued operations.
49
Other
On October 6, 2017, we announced that our Board of Directors authorized a share repurchase program for up to $200.0 million
of our outstanding common stock. The repurchase program is scheduled to expire upon our repurchase of shares of our common
stock having an aggregate purchase price of $200.0 million. We did not repurchase any shares of our common stock in fiscal 2020
or 2019 pursuant to the share repurchase program. As of August 1, 2020, we have $175.8 million remaining authorized under the
share repurchase program. We do not expect to purchase shares under the share repurchase program during fiscal 2021. Additionally,
our ABL Credit Facility and Term Loan Facility contain terms that limit our ability to repurchase of common stock above certain
levels unless certain conditions and financial tests are met.
We no longer intend to indefinitely reinvest accumulated earnings in our Canada operations. Accordingly, we have recorded the
tax impacts of this treatment (a tax benefit of $0.6 million due to the foreign exchange loss on previously taxed income) in fiscal
2019.
Pension and Other Postretirement Benefit Obligations
We contributed $16.1 million and $2.6 million to our defined benefit pension and other postretirement benefit plans, respectively,
in fiscal 2020. In fiscal 2021, no minimum pension contributions are required to be made under the Unified Grocers, Inc. Cash
Balance Plan or the SUPERVALU Retirement Plan under Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). 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. We fund our defined benefit pension plans based on the minimum contribution amount
required under ERISA, the Pension Protection Act of 2006 and other applicable laws, as determined by us, including our external
actuarial consultant, and additional contributions made at our discretion. We may accelerate contributions or undertake contributions
in excess of the minimum requirements from time to time subject to the availability of cash in excess of operating and financing
needs or other factors as may be applicable. We assess the relative attractiveness of the use of cash to accelerate contributions
considering such factors as expected return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit
Guaranty Corporation variable rate premiums or in order to achieve exemption from participant notices of underfunding.
Lump Sum Pension Settlement Offering
On August 1, 2019, the Company amended the SUPERVALU Retirement Plan to provide for a lump sum settlement window. On
August 2, 2019, the Company sent plan participants lump sum settlement election offerings that committed the plan to pay certain
deferred vested pension plan participants and retirees, who make such an election, a lump sum payment in exchange for their
rights to receive ongoing payments from the plan. The lump sum payment amounts are equal to the present value of the participant’s
pension benefits, and were made to certain former (i) retired associates and beneficiaries who are receiving their monthly pension
benefit payment and (ii) terminated associates who are deferred vested in the plan, had not yet begun receiving monthly pension
benefit payments and who are not eligible for any prior lump sum offerings under the plan. Benefit obligations associated with
the lump sum offering have been incorporated into the funded status utilizing the actuarially determined lump sum payments based
on offer acceptances. The plan made aggregate lump sum settlement payments of $690.0 million to plan participants during fiscal
2020. The lump sum settlement payments resulted in non-cash pension settlement charge of $11.3 million in fiscal 2020 from the
acceleration of a portion of the accumulated unrecognized actuarial loss, which was based on the fair value of SUPERVALU
Retirement Plan assets and remeasured liabilities. As a result of the settlement payments reported in the second quarter of fiscal
2020, the SUPERVALU Retirement Plan obligations were remeasured using a discount rate of 3.1 percent and the MP-2019
mortality improvement scale. This remeasurement resulted in a $1.5 million decrease to Accumulated other comprehensive loss.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our Consolidated Financial Statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Management
believes the following critical accounting policies reflect our more subjective or complex judgments and estimates used in the
preparation of our Consolidated Financial Statements.
Inventories
Inventories are valued at the lower of cost or market. Substantially all of our inventory consists of finished goods. Inventories are
recorded net of vendor allowances and cash discounts. We evaluate inventory shortages (shrink) throughout each fiscal year based
on actual physical counts in our facilities.
50
Prior to fiscal 2019, we determined inventory cost using the first-in, first-out (“FIFO”) method. For a substantial portion of legacy
Supervalu inventory, cost was determined using the LIFO method, with the rest primarily determined using FIFO. Inventories
acquired as part of the Supervalu acquisition were recorded at their fair market values as of the acquisition date. During the second
quarter of fiscal 2019, we completed our evaluation of our combined inventory accounting policies and changed our method of
inventory costing for certain historical United Natural Foods, Inc. inventory from the FIFO accounting method to the LIFO
accounting method. We concluded that the LIFO method of inventory costing is preferable because it allows for better matching
of costs and revenues, as historical inflationary inventory acquisition prices are expected to continue in the future and the LIFO
method uses the current acquisition cost to value cost of goods sold as inventory is sold. Additionally, LIFO allows for better
comparability of the results of our operations with those of similar companies in our peer group. If the first-in, first-out method
had been used, Inventories, net would have been higher by approximately $43.3 million and $25.4 million for fiscal 2020 and
2019, respectively. As of August 1, 2020, approximately $1.8 billion inventory was valued under the LIFO method and primarily
included grocery, frozen food and general merchandise products, with the remaining inventory valued under the FIFO method
and primarily included meat, dairy and deli products.
Vendor funds
We receive funds from many of the vendors whose products we buy for resale. These vendor funds are generally provided to
increase the sell-through of the related products. We receive vendor funds for a variety of merchandising activities: placement of
the vendors’ products in our advertising; display of the vendors’ products in prominent locations in our stores; supporting the
introduction of new products into our stores and distribution centers; exclusivity rights in certain categories; and to compensate
for temporary price reductions offered to customers on products held for sale. We also receive vendor funds for buying activities
such as volume commitment rebates, credits for purchasing products in advance of their need and cash discounts for the early
payment of merchandise purchases. The majority of the vendor fund contracts have terms of less than a year, although some of
the contracts have terms of longer than one year.
We recognize vendor funds for merchandising activities as a reduction of Cost of sales when the related products are sold, unless
it has been determined that a discrete identifiable benefit has been provided to the vendor, in which case the related amounts are
recognized within Net sales and represent less than one half of one percent of total Net sales. Vendor funds that have been earned
as a result of completing the required performance under the terms of the underlying agreements but for which the product has
not yet been sold are recognized as reductions to the value of on-hand inventory.
The amount and timing of recognition of vendor funds as well as the amount of vendor funds to be recognized as a reduction to
ending inventory requires management judgment and estimates. Management determines these amounts based on estimates of
current year purchase volume using forecast and historical data, and a review of average inventory turnover data. These judgments
and estimates impact our reported gross profit, operating income and inventory amounts. The historical estimates have been reliable
in the past, and we believe our methodology will continue to be reliable in the future. Based on previous experience, we do not
expect significant changes in the level of vendor support. However, if such changes were to occur, cost of sales and net sales could
change, depending on the specific vendors involved. If vendor advertising allowances were substantially reduced or eliminated,
we would consider changing the volume, type and frequency of the advertising, which could increase or decrease our advertising
expense.
Benefit plans
We sponsor pension and other postretirement plans in various forms covering substantially all employees who meet eligibility
requirements. Pension benefits associated with these plans are generally based on each participant’s years of service, compensation,
and age at retirement or termination. Our defined benefit pension plans and certain supplemental executive retirement plans were
closed to new participants and service crediting.
While we believe the valuation methods used to determine the fair value of plan assets are appropriate and consistent with other
market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different estimate of fair value at the reporting date.
The determination of our obligation and related expense for Company-sponsored pension and other postretirement benefits is
dependent, in part, on management’s selection of certain actuarial assumptions used in calculating these amounts. These
assumptions include, among other things, the discount rate, the expected long-term rate of return on plan assets and the rates of
increase in compensation and healthcare costs. We measure our defined benefit pension and other postretirement plan obligations
as of the nearest calendar month end. Refer to Note 14—Benefit Plans in Part II, Item 8 of this Annual Report on Form 10-K for
information related to the actuarial assumptions used in determining pension and postretirement healthcare liabilities and expenses.
51
We review and select the discount rate to be used in connection with our pension and other postretirement obligations annually.
The discount rate reflects the current rate at which the associated liabilities could be effectively settled at the end of the year. We
set our rate to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient
in timing and amount to settle projected future benefits.
Our expected long-term rate of return on plan assets assumption is determined based on the portfolio’s actual and target composition,
current market conditions, forward-looking return and risk assumptions by asset class, and historical long-term investment
performance. The assumed long-term rate of return on pension assets ranged from 5.50 percent to 5.75 percent for fiscal 2020.
The 10-year rolling average annualized return for a portfolio of investments applied in a manner consistent with our target allocations
have generated average returns of approximately 7.10 percent based on returns from 2011 to 2020. In accordance with GAAP,
actual results that differ from our assumptions are accumulated and amortized over future periods and, therefore, affect expense
and obligations in future periods.
Each 25 basis point reduction in the discount rate would increase the postretirement benefit obligation by $73 million, as of
August 1, 2020, and for fiscal 2021 would decrease pension expense by approximately $3.9 million and each 25 basis point
reduction in expected return on plan assets would increase pension expense by approximately $4.9 million. Similarly, for
postretirement benefits, a 100 basis point increase in the healthcare cost trend rate would increase the accumulated postretirement
benefit obligation by approximately $0.8 million as of the end of fiscal 2020 and would increase service and interest cost for fiscal
2021 by less than $0.1 million. Conversely, a 100 basis point decrease in the healthcare cost trend rate would decrease the
accumulated postretirement benefit obligation as of the end of fiscal 2020 by approximately $0.7 million and would decrease
service and interest cost for fiscal 2021 by less than $0.1 million.
We recognize the amortization of net actuarial loss on the SUPERVALU Retirement Plan and the Unified Grocers Inc. Cash
Balance Plan over the remaining life expectancy of inactive participants based on our determination that almost all of the defined
benefit pension plan participants are inactive and the plan is frozen to new participants. For the purposes of inactive participants,
we utilized an over approximately 90 percent threshold established under our policy.
We utilize the “full yield curve” approach for determining the interest and service cost components of net periodic benefit cost
for defined benefit pension and other postretirement benefit plans. Under this method, the discount rate assumption used in the
interest and service cost components of net periodic benefit cost is built through applying the specific spot rates along the yield
curve used in the determination of the benefit obligation described above, to the relevant projected future cash flows of our pension
and other postretirement benefit plans. We believe the “full yield curve” approach reflects a greater correlation between projected
benefit cash flows and the corresponding yield curve spot rates and provides a more precise measurement of interest and service
costs.
Business dispositions
The Company reviews the presentation of planned business dispositions in the Consolidated Financial Statements based on the
available information and events that have occurred. The review consists of evaluating whether the business meets the definition
of a component for which the operations and cash flows are clearly distinguishable from the other components of the business,
and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing
operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. In
addition, the Company evaluates whether the business has met the criteria as a business held for sale. In order for a planned
disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an
active program to market the business and the expected disposition of the business within one year. When a business is classified
as held for sale, the Company evaluates each reporting period whether it continues to meet the criteria as held for sale.
Planned business dispositions are presented as discontinued operations when all the criteria described above are met. Operations
of the business components meeting the discontinued operations requirements are presented within Income from discontinued
operations, net of tax in the Consolidated Statements of Operations, and assets and liabilities of the business component planned
to be disposed of are presented as separate lines within the Consolidated Balance Sheets.
The carrying value of the business held for sale is reviewed for recoverability upon meeting the classification requirements.
Evaluating the recoverability of the assets of a business classified as held for sale follows a defined order in which property and
intangible assets subject to amortization are considered only after the recoverability of goodwill, indefinite lived intangible assets
and other assets are assessed. After the valuation process is completed, the held for sale business is reported at the lower of its
carrying value or fair value less cost to sell, and no additional depreciation or amortization expense is recognized. Acquired
businesses are evaluated for certain criteria to be classified as held for sale, and if so, are reported at their fair value less costs to
sell as of the acquisition date and subsequently adjusted each reporting period.
52
Judgments and estimates utilized to determine whether impairment charges exist include the review of the business units fair value,
which may occur under the income and market approaches and include forecasted revenues, operating expenses, income tax
expenses, depreciation and amortization expenses and discount rates. In addition, we evaluate the recognition of other charges
and costs, including potential multiemployer plan withdrawal charges. The sale of a business can result in the recognition of a
gain or loss that differs from that anticipated prior to closing. See Note 19—Discontinued Operations in Part II, Item 8 of this
Annual Report on Form 10-K for the carrying value of discontinued operations held for sale assets and liabilities and additional
information.
Self-Insurance liabilities
We are primarily self-insured for workers’ compensation, general and automobile liability insurance. It is our policy to record the
self-insured portions of our workers’ compensation, general and automobile liabilities based upon actuarial methods of estimating
the future cost of claims and related expenses that have been reported but not settled, and that have been incurred but not yet
reported. Any projection of losses concerning these liabilities is subject to a considerable degree of variability. Among the causes
of this variability are unpredictable external factors affecting litigation trends, benefit level changes and claim settlement patterns.
If actual claims incurred are greater than those anticipated, our reserves may be insufficient and additional costs could be recorded
in our Consolidated Financial Statements. Accruals for workers’ compensation, general and automobile liabilities totaled $100.7
million and $88.8 million as of August 1, 2020 and August 3, 2019, respectively.
Valuation of assets and liabilities acquired in a business combination
We account for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities
assumed be recorded at the date of the acquisition at their respective estimated fair values. Goodwill represents the excess of
consideration transferred over the fair value of net assets acquired in a business combination. The judgments made in determining
the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as the estimated useful life of
each asset, can materially impact the net income of the periods subsequent to the acquisition through depreciation and amortization,
and in certain instances through impairment charges, if the asset becomes impaired in the future. During the measurement period,
purchase price allocation changes that impact the carrying value of goodwill effects any measurement of goodwill impairment
that was taken during the time period. In fiscal 2019, we recorded a goodwill impairment charge related to the Supervalu distribution
reporting unit in a period in which the purchase price allocation had not been completed. Estimates that are sensitive include
judgments as to whether information gathered during the measurement period relate to information that was not yet available or
whether subsequent developments have occurred that indicate the recognition of other asset and liabilities should be recorded
within net income.
In determining the estimated fair value for intangible assets, we typically utilize the income approach, which discounts the projected
future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow.
Estimates that are sensitive to the determination of the fair value of acquired customer intangibles, include forecasted revenues,
operating expenses, income tax expenses, depreciation and amortization expenses, and attrition and discount rates, all of which
can have a material impact on the estimated fair values of customer relationship intangible assets.
Other significant judgments include the estimated fair value of real and personal property that utilizes significant inputs such as
rental and discount rates to determine the fair value of the acquired assets, and the market approach that utilizes significant inputs
such as market rental rates and sales comparisons. Fair value estimates are based on available historical information, future
expectations and assumptions determined to be reasonable but are inherently uncertain with respect to future events, including
economic conditions, competition, the useful life of the acquired assets and other factors. Estimates that are sensitive to the
determination of the fair value of real and personal property include external transactions and other comparable transactions,
estimated replacement and reproduction costs, and estimated useful lives and salvage values.
Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different
useful lives and certain assets may even be considered to have indefinite useful lives. Intangible assets determined to have an
indefinite useful life are reassessed periodically based on the expected use of the asset by us, legal or contractual provisions that
may affect the useful life or renewal or extension of the asset’s contractual life without substantial cost, and the effects of demand,
competition and other economic factors.
53
Recoverability of goodwill and intangible assets
Goodwill
We review goodwill for impairment at least annually, and on an interim basis if events occur or circumstances indicate that it is
more likely than not that a reporting units’ fair value is below its carrying amount. We have elected to perform our annual tests
for indications of goodwill impairment as of the first day of the fourth quarter of each fiscal year. We test for goodwill impairment
at the reporting unit level, which is at or one level below the operating segment level, unless components are determined to be
economically similar, in which case components would be aggregated into goodwill reporting units that are at the same level as
an operating segment. The determination of reporting units considers the quantitative and qualitative characteristics of aggregation
of each of the components within the operating segments. The significant qualitative and economic characteristics used in
determining our components to support their aggregation include types of businesses and the manner in which the components
operate, consideration of key impacts to net sales, cost of sales, competitive risks and the extent to which components share assets
and other resources. Goodwill has been assigned as of the acquisition date of the respective components. Goodwill has only been
allocated upon a business’s disposal or upon achievement of criterion to classify an existing component as a new reporting unit.
A qualitative review may be conducted to determine whether it is more likely than not that the fair value of a reporting unit is less
than its carrying amount. If the qualitative review is bypassed or it is determined that it is more likely than not that the carrying
value is greater than the fair value of the reporting unit, a quantitative impairment test must be performed. The quantitative
impairment test determines the fair value of each reporting unit, which is then compared against the carrying amount of the reporting
unit, including goodwill, to determine if an impairment exists. In fiscal 2019, we performed two qualitative reviews, and as a result
of one of the qualitative reviews a quantitative review of goodwill was conducted in the second quarter of fiscal 2019. During
fiscal 2019, we recorded a total impairment charge of $292.8 million related to the acquired Supervalu distribution business. In
fiscal 2020, we performed two qualitative reviews, and the results of one quantitative review in the first quarter of fiscal 2020
resulted a goodwill impairment charge of $421.5 million.
For the fiscal 2019 and 2020 quantitative assessments, we estimated the fair value for our reporting units, utilizing the income
and market approaches, which were weighted on a 50:50 basis to determine each reporting unit’s fair value. Estimates that were
sensitive to the fair value determination under income and market approach, include forecasted revenues, operating expenses,
income tax expenses, depreciation and amortization expenses and discount rates. In addition, the market approach quantifications
included comparable company market multiples relative to each reporting unit. Refer to Note 7—Goodwill and Intangible Assets
in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Intangible Assets
We review indefinite lived intangible assets and other long lived assets with finite lives at least annually, and on an interim basis
if events occur or circumstances indicate that the carrying value of the respective asset may not be recoverable. If the evaluation
indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected
discounted cash flow model. Impairment is measured as the difference between the fair value of the asset and its carrying value.
Cash flows expected to be generated by the related assets are estimated over the asset’s useful life based on projected cash flows.
Indefinite-lived intangible assets are reviewed for impairment at least annually as of the first day of the fourth fiscal quarter and
if events occur or circumstances change that would indicate that the value of the asset may be impaired. We perform qualitative
assessments of goodwill and indefinite lived intangibles assets for impairment, unless we believe it is more likely than not that an
intangible asset’s fair value is less than the carrying value, in which case a quantitative assessment would be performed.
Our fiscal 2020 annual indefinite lived impairment assessment indicated that no impairment existed. Refer to Note 7—Goodwill
and Intangible Assets in Part II, Item 8 of this Annual Report on Form 10-K for the carrying values reviewed and additional
information.
We review long-lived assets, including definite-lived intangible assets, for indicators of impairment whenever events or changes
in circumstances indicate that the carrying value of the assets may not be recoverable. Cash flows expected to be generated by the
related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying
amount of an asset may not be recoverable, the potential impairment is measured based using the income approach. We group
long-lived assets with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows
of other assets.
54
Income taxes
The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
The calculation of the Company’s tax liabilities includes addressing uncertainties in the application of complex tax regulations
and is based on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
Addressing these uncertainties requires judgment and estimates; however, actual results could differ, and we may be exposed to
losses or gains. Our effective tax rate in a given financial statement period could be affected based on favorable or unfavorable
tax settlements. Unfavorable tax settlements will generally require the use of cash and may result in an increase to our effective
tax rate in the period of resolution. Favorable tax settlements may be recognized as a reduction to our effective tax rate in the
period of resolution.
The Company regularly reviews its deferred tax assets for recoverability to evaluate whether it is more likely than not that they
will be realized. In making this evaluation, the Company considers the statutory recovery periods for the assets, along with available
sources of future taxable income, including reversals of existing taxable temporary differences, tax planning strategies, history of
taxable income, and projections of future income. The Company gives more significance to objectively verifiable evidence, such
as the existence of deferred tax liabilities that are forecast to generate taxable income within the relevant carryover periods, and
a history of earnings. A valuation allowance is provided when the Company concludes, based on all available evidence, that it is
more likely than not that the deferred tax assets will not be realized during the applicable recovery period.
Lease accounting
In fiscal 2020, we adopted the new lease accounting guidance and elected the allowable option under the guidance to not restate
comparative periods in the year of adoption (fiscal years 2019 and prior). Under the new guidance, we determine if an arrangement
is a lease at inception or modification of a contract and classify each lease as either an operating or finance lease at commencement,
resulting in the recognition of lease assets and liabilities for the majority of our leases. Finance and operating lease assets represent
our right to use an underlying asset as lessee for the lease term, and lease obligations represent our obligation to make lease
payments arising from the lease. These assets and obligations are recognized at the lease commencement date based on the present
value of lease payments, net of incentives, over the lease term.
Significant judgment is required to determine our incremental borrowing rate, which impacts the determination of lease
classification and the present value of lease payments. Generally, our lease contracts do not provide a readily determinable implicit
rate and, therefore, we use an estimated incremental borrowing rate as of the lease commencement date in determining the present
value of lease payments. The estimated incremental borrowing rate reflects considerations such as market rates for our outstanding
collateralized debt, interpolations of rates for leases with terms that differ from our outstanding debt, and market rates for debt of
companies with similar credit ratings. Given the significant operating lease assets and liabilities recorded, changes in the estimates
made by management or the underlying assumptions could have a material impact on our Consolidated Financial Statements.
COMMITMENTS, CONTINGENCIES, AND OFF-BALANCE SHEET ARRANGEMENTS
Off-Balance Sheet Arrangements
Guarantees and Contingent Liabilities
We have outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as
of August 1, 2020. We are contingently liable for leases that have been assigned to various parties in connection with facility
closings and dispositions. We are also a party to a variety of contractual agreements under which we may be obligated to indemnify
the other party for certain matters in the ordinary course of business, which indemnities may be secured by operation of law or
otherwise. Refer to Note 18—Commitments, Contingencies and Off-Balance Sheet Arrangements in Part II, Item 8 of this Annual
Report on Form 10-K for further information regarding our outstanding guarantees and contingent liabilities.
Multiemployer Benefit Plans
55
We contribute to various multiemployer pension plans under collective bargaining agreements, primarily defined benefit pension
plans. These multiemployer plans generally provide retirement benefits to participants based on their service to contributing
employers. The benefits are paid from assets held in trust for that purpose. Plan trustees typically are responsible for determining
the level of benefits to be provided to participants as well as the investment of the assets and plan administration. Trustees are
appointed in equal number by employers and unions that are parties to the collective bargaining agreement. Based on the assessment
of the most recent information available from the multiemployer plans, we believe that most of the plans to which we contribute
are underfunded. We are only one of a number of employers contributing to these plans and the underfunding is not a direct
obligation or liability to us.
Our contributions can fluctuate from year to year due to store closures, employer participation within the respective plans and
reductions in headcount. Our contributions to these plans could increase in the near term. However, the amount of any increase
or decrease in contributions will depend on a variety of factors, including the results of our collective bargaining efforts, investment
returns on the assets held in the plans, actions taken by the trustees who manage the plans and requirements under the Pension
Protection Act of 2006, the Multiemployer Pension Reform Act and Section 412(e) of the Internal Revenue Code. Furthermore,
if we were to significantly reduce contributions, exit certain markets or otherwise cease making contributions to these plans, we
could trigger a partial or complete withdrawal that could require us to record a withdrawal liability obligation and make withdrawal
liability payments to the fund. Expense is recognized in connection with these plans as contributions are funded, in accordance
with GAAP. We made contributions to these plans, and recognized continuing and discontinued operations expense, of $52.3
million, $41.3 million and $0.5 million in fiscal 2020, 2019 and 2018, respectively. In fiscal 2021, we expect to contribute
approximately $45.2 million related to continuing operations contributions to the multiemployer pension plans, subject to the
outcome of collective bargaining and capital market conditions. Any withdrawal liability would be recorded when it is probable
that a liability exists and can be reasonably estimated, in accordance with GAAP. Any triggered withdrawal obligation could result
in a material charge and payment obligations that would be required to be made over an extended period of time.
We also make contributions to multiemployer health and welfare plans in amounts set forth in the related collective bargaining
agreements. A small minority of collective bargaining agreements contain reserve requirements that may trigger unanticipated
contributions resulting in increased healthcare expenses. If these healthcare provisions cannot be renegotiated in a manner that
reduces the prospective healthcare cost as we intend, our Operating expenses could increase in the future.
Refer to Note 14—Benefit Plans in Part II, Item 8 of this Annual Report on Form 10-K for further information regarding the plans
in which we participate.
56
Contractual Obligations
The following schedule summarizes our significant contractual obligations as of August 1, 2020:
(in millions)
Contractual obligations(1)(2):
Long-term debt(3)
Interest on long-term debt(4)
Operating leases(5)
Finance leases(6)
Purchase obligations(7)
Self-insurance liabilities(8)
Multiemployer plan withdrawal liabilities
Total contractual obligations
Payments Due Per Period
Total
Fiscal 2021
Fiscal
2022-2023
Fiscal
2024-2025
Thereafter
$
2,579
$
85
$
28
$
578
1,554
175
181
114
84
137
178
21
136
37
2
237
324
129
39
41
5
783
186
228
20
4
19
7
$
1,683
18
824
5
2
17
70
$
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.
Recently Issued Financial Accounting Standards
For a discussion of recently issued financial accounting standards, refer to Note 2—Recently Adopted and Issued Accounting
Pronouncements in Part II, Item 8 of this Annual Report on Form 10-K for further detail.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to a number of market related risks, including changes in interest rates, fuel prices, foreign exchange rates and
changes in the market price of investments held in our master trust used to fund defined benefit pension obligations. We have
historically employed financial derivative instruments from time to time to reduce these risks. We do not use financial instruments
or derivatives for any trading or other speculative purposes. We currently utilize derivative financial instruments to reduce the
market risks related to changes in interest rates, fuel prices and foreign exchange rates.
57
Interest Rate Risk
We are exposed to market pricing risk consisting of interest rate risk related to certain of our debt instruments and notes receivable
outstanding. Our debt obligations are more fully described in Note 10—Long-Term Debt to the Consolidated Financial Statements
included in Item 8. Financial Statements and Supplementary Data of this Annual Report. Interest rate risk is managed through the
strategic use of fixed and variable rate debt and derivative instruments. As more fully described in Note 9—Derivatives to the
Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report, we
have used interest rate swap agreements with the objective to protect us against adverse changes in interest rates by effectively
converting certain of our variable rate obligations to fixed rate obligations. These interest rate swaps are derivative instruments
designated as cash flow hedges on the forecasted interest payments related to a certain portion of our debt obligations. Our variable
rate borrowings consist primarily of LIBOR based loans, which is the benchmark interest rate being hedged in our interest rate
swap agreements.
Changes in interest rates could also affect the interest rates we pay on future borrowings under our ABL Credit Facility and Term
Loan Facility, which rates are typically related to LIBOR. We estimate that a 100 basis point increase in the interest rates related
to our variable rate borrowings would increase our annualized interest expense by approximately $5.4 million, net of the floating
interest rate receivable on our interest rate swaps. Changes in interest rates related to our fixed rate debt instruments would not
have an impact upon future results of operations or cash flows while outstanding; however, if additional debt issuances at higher
interest rates are required to fund fixed rate debt maturities, future results of operations or cash flows may be impacted.
At August 1, 2020, a 100 basis point increase in interest rates would decrease the unrealized fair market value of our debt currently
bearing fixed rates by approximately $1.6 million, while a 100 basis point decrease in interest rates would increase the unrealized
fair market value of those same debt instruments by approximately $1.7 million. At August 1, 2020, a 100 basis point increase in
forward LIBOR interest rates would increase the fair value of our outstanding interest rate swaps by approximately $60.4 million,
while a 100 basis point decrease would decrease the fair value of those swaps by approximately $57.1 million.
Customer loans have been extended to certain wholesale customers in the normal course of business through notes receivable.
The notes generally bear fixed interest rates negotiated with each wholesale customer. In fiscal 2020, notes receivable were accepted
in conjunction with the sale of a distribution center and a business. The market value of the fixed rate notes is subject to change
due to fluctuations in market interest rates.
The table below provides information about our financial instruments that are sensitive to changes in interest rates, including debt
obligations, interest rate swaps and notes receivable. For debt obligations, the table presents principal amounts due and related
weighted average interest rates by expected maturity dates using interest rates as of August 1, 2020, excluding any original issue
and purchase accounting discounts, and deferred financing costs. For interest rate swaps, the table presents the notional amounts
and related weighted average interest rates by maturity. For notes receivable, the table presents the expected collection of principal
cash flows and weighted average interest rates by expected year of maturity.
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
Weighted average interest rate(1)
Fixed rate—principal payments
$
$
2,485
$ 2,530
3.6%
51
$
49
$
$
72
$ — $ — $
757
4.4%
—%
—%
1.6%
13
$
13
$
14
$
8
$
$
5.2%
5.3%
5.3%
5.3%
4.8%
4.4%
18
$ 1,683
4.4%
4.4%
1
$
—
—
Weighted average interest rate
Interest Rate Swaps(2):
Notional amounts hedged under pay
fixed, receive variable swaps
Weighted average pay rate
Weighted average receive rate
Notes receivable:
Principal receivable
$
(139) $ 2,443
$
360
$
360
$
823
$
450
$
250
$
200
2.5%
0.1%
2.3%
0.1%
2.4%
0.1%
1.7%
0.1%
2.2%
0.1%
2.6%
0.1%
2.9%
0.2%
$
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.
58
(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.
Fuel Price Risk
To reduce diesel price risk, we have entered into derivative financial instruments and/or forward purchase commitments for a
portion of our projected monthly diesel fuel requirements at fixed prices. The fair values of fuel derivative agreements are measured
using Level 2 inputs. As of August 1, 2020, our outstanding fuel supply agreements and derivative agreements had fair values
with a net liability of $0.1 million. As of August 3, 2019, we had no outstanding fuel supply agreements and derivative agreements.
Foreign Exchange Risk
To reduce foreign exchange risk, we have entered into derivative financial instruments for a portion of our projected monthly
foreign currency requirements at fixed prices. The fair values of foreign exchange derivative are measured using Level 2 inputs.
As of August 1, 2020, our outstanding foreign exchange derivatives had fair values with a net liability of $0.2 million. As of
August 3, 2019, our outstanding foreign currency forward contracts were immaterial.
Investment Risk
We assumed the defined benefit pension plan obligations and assets of the SUPERVALU Retirement Plan from the Supervalu
acquisition. This plan holds investments in public and private equity, fixed income and real estate securities, which is described
further in Note 14—Benefit Plans in Part II, Item 8 of this Annual Report. Changes in SUPERVALU Retirement Plan assets can
affect the amount of our anticipated future contributions. In addition, increases or decreases in SUPERVALU Retirement Plan
assets can result in a related increase or decrease to our equity through Accumulated other comprehensive loss. As of August 1,
2020, a 10 percent unfavorable change in the total value of investments held by the SUPERVALU Retirement Plan (entirely within
the return-seeking portion of the plan assets) would not have had an impact on our minimum contributions required under ERISA
for fiscal 2021, but would have resulted in an unfavorable change in net periodic pension income for fiscal 2021 of $2 million and
would have reduced stockholders’ equity by $176 million on a pre-tax basis as of August 1, 2020.
59
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
All other schedules are omitted because they are not applicable or not required.
Page
61
64
65
66
67
68
70
60
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
United Natural Foods, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of United Natural Foods, Inc. and subsidiaries (the Company) as
of August 1, 2020 and August 3, 2019, the related consolidated statements of operations, comprehensive income, stockholders’
equity, and cash flows for each of the years in the three-year period ended August 1, 2020, and the related notes (collectively, the
consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of August 1,
2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of August 1, 2020 and August 3, 2019, and the results of its operations and its cash flows for each of the years
in the three-year period ended August 1, 2020, in conformity with U.S. generally accepted accounting principles. Also in our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 1, 2020,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases
as of August 4, 2019 due to the adoption of Accounting Standards Codification (ASC) Topic 842, Leases.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) 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 of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
61
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of the Company’s goodwill impairment
As discussed in Note 7 to the consolidated financial statements, during the first quarter of fiscal 2020, the Company
changed its management structure and internal financial reporting to combine the Supervalu Wholesale reporting unit
and the legacy Company Wholesale reporting unit into one U.S. Wholesale reporting unit. In addition, as a result of
a further sustained decline in market capitalization and enterprise value, the Company determined that it was more
likely than not that the fair value of its U.S. Wholesale reporting unit was below its carrying amount. Accordingly, the
Company performed a quantitative impairment test of goodwill for its U.S. Wholesale reporting unit utilizing the
income and market approaches. Based on the results of this test, the Company determined that the carrying value of
its U.S. Wholesale reporting unit exceeded its fair value by an amount that was greater than its assigned goodwill. As
a result, the Company recorded a goodwill impairment charge of $421.5 million, which represented all of the U.S.
Wholesale reporting unit’s goodwill.
We identified the assessment of the Company’s goodwill impairment as a critical audit matter because of the auditor
judgment required to evaluate the assumptions used in the income approach to estimate the fair value of the Company’s
U.S. Wholesale reporting unit. Specifically, assessing certain internally-developed assumptions, including cash flow
forecasts, long-term revenue growth rates, and the discount rate required a high degree of auditor judgment as there
was limited observable market information, and the determined reporting unit fair value was sensitive to changes to
such assumptions. Additionally, the audit effort associated with the evaluation of the discount rate required specialized
skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
and tested the operating effectiveness of certain internal controls over the goodwill impairment process, including
controls related to the development of the assumptions listed above. We compared the Company’s previous forecasts
to historical actual results to assess the Company’s ability to accurately forecast cash flows. In addition, we involved
valuation professionals with specialized skills and knowledge, who assisted in:
– 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.
Evaluation of the Incremental Borrowing Rates Used to Calculate Operating Lease Assets and Liabilities upon the
Adoption of ASC Topic 842, Leases
As discussed in Note 2 to the consolidated financial statements, the Company recognized $1.1 billion of operating
lease assets and $1.1 billion of operating lease liabilities upon adoption of ASC Topic 842, Leases on August 4, 2019.
To calculate the present value of the lease payments used to record the operating lease assets and liabilities upon
transition, the Company estimated incremental borrowing rates based on the remaining lease terms as of the adoption
date. The Company’s estimated incremental borrowing rates reflect considerations such as the Company’s credit
rating, market rates for the Company’s outstanding collateralized debt, interpolations of rates for leases with terms
that differ from the Company’s outstanding debt, and market rates for debt of companies with similar credit ratings.
62
We identified the evaluation of the incremental borrowing rates used to calculate operating lease assets and liabilities
recorded upon the adoption of ASC Topic 842 as a critical audit matter. There was a high degree of auditor judgment
in evaluating the Company’s estimated incremental borrowing rates due to the sensitivity of the present value of the
lease payments to possible changes in the estimated incremental borrowing rates. Additionally, the audit effort
associated with the evaluation of the incremental borrowing rates required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
and tested the operating effectiveness of certain internal controls over the Company’s ASC Topic 842 adoption process,
including a control related to the Company’s determination of the incremental borrowing rates utilized in the calculation
of operating lease assets and liabilities. In addition, we involved valuation professionals with specialized skills and
knowledge who assisted in:
– 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.
Assessment of the value of the defined benefit pension obligation
As discussed in Note 14 to the consolidated financial statements, the Company sponsors defined benefit pension plans,
covering primarily former Supervalu employees who meet certain eligibility requirements. The fair value of the defined
benefit pension obligation at year-end was $2.4 billion, partially offset by plan assets totaling $2.0 billion. The
determination of the Company’s defined benefit pension obligation with respect to these plans is dependent, in part, on
the selection of certain actuarial assumptions, including the discount rates used.
We identified the assessment of the value of the defined benefit pension obligation as a critical audit matter because of
the subjectivity in evaluating the discount rates used, and the impact small changes in this assumption would have on the
measurement of the defined benefit pension obligation. Additionally, the audit effort associated with the evaluation of
the discount rates required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the Company’s defined benefit pension obligation
process, including a control related to the development of the discount rates used. We compared the methodology used
in the current year to develop the discount rates to the methodology used in prior periods. In addition, we involved an
actuarial professional with specialized skills and knowledge, who assisted in the evaluation of the Company’s discount
rates, by evaluating the methodology utilized by the Company and assessing the selected discount rates against publicly
available discount rate benchmark information.
We have served as the Company’s auditor since 1993.
Providence, Rhode Island
September 29, 2020
/s/ KPMG LLP
63
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except for per share data)
August 1,
2020
August 3,
2019
ASSETS
$
46,993
$
Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Current assets of discontinued operations
Total current assets
Property and equipment, net
Operating lease assets
Goodwill
Intangible assets, net
Deferred income taxes
Other assets
Long-term assets of discontinued operations
Total assets
Accounts payable
LIABILITIES AND STOCKHOLDERS' EQUITY
$
$
Accrued expenses and other current liabilities
Accrued compensation and benefits
Current portion of operating lease liabilities
Current portion of long-term debt and finance lease liabilities
Current liabilities of discontinued operations
Total current liabilities
Long-term debt
Long-term operating lease liabilities
Long-term finance lease liabilities
Pension and other postretirement benefit obligations
Deferred income taxes
Other long-term liabilities
Long-term liabilities of discontinued operations
Total liabilities
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
Additional paid-in capital
Treasury stock at cost
Accumulated other comprehensive loss
Retained earnings
Total United Natural Foods, Inc. stockholders’ equity
Noncontrolling interests
Total stockholders' equity
Total liabilities and stockholders’ equity
See accompanying Notes to Consolidated Financial Statements.
64
1,120,199
2,280,767
251,891
5,067
3,704,917
1,701,216
982,808
19,607
969,600
107,624
97,285
3,915
7,586,972
1,633,448
281,956
228,832
131,022
83,378
11,438
2,370,074
2,426,994
873,990
143,303
292,128
—
336,487
1,738
$
$
44,468
1,067,012
2,190,681
235,774
20,994
3,558,929
1,896,164
—
442,256
1,089,846
34,262
107,921
44,957
7,174,335
1,532,310
260,531
188,484
—
112,103
15,517
2,108,945
2,819,050
—
108,208
237,266
1,042
394,749
770
6,444,714
5,670,030
—
553
568,736
(24,231)
(237,946)
837,633
1,144,745
(2,487)
1,142,258
$
7,586,972
$
—
535
530,801
(24,231)
(108,953)
1,108,890
1,507,042
(2,737)
1,504,305
7,174,335
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
Net sales
Cost of sales
Gross profit
Operating expenses
Goodwill and asset impairment charges
Restructuring, acquisition and integration related expenses
Loss (gain) on sale of assets
Operating (loss) income
Other expense (income):
Net periodic benefit income, excluding service cost
Interest expense, net
Other, net
Total other expense, net
(Loss) income from continuing operations before income taxes
(Benefit) provision for income taxes
Net (loss) income from continuing operations
(Loss) income from discontinued operations, net of tax
Net (loss) income including noncontrolling interests
Less net income attributable to noncontrolling interests
Net (loss) income attributable to United Natural Foods, Inc.
Basic (loss) earnings per share:
Continuing operations
Discontinued operations
Basic (loss) earnings per share
Diluted (loss) earnings per share:
Continuing operations
Discontinued operations
Diluted (loss) earnings per share
Weighted average shares outstanding:
Basic
Diluted
Fiscal Year Ended
August 1, 2020
(52 weeks)
August 3, 2019
(53 weeks)
July 28, 2018
(52 weeks)
$
26,514,267
$
22,307,456
$
10,226,683
22,639,475
19,098,850
3,874,792
3,541,487
425,405
86,383
17,132
3,208,606
2,967,912
292,770
148,195
(499)
(195,615)
(199,772)
(39,177)
191,607
(3,591)
148,839
(344,454)
(90,445)
(254,009)
(15,202)
(269,211)
(4,929)
(35,041)
180,789
(1,063)
144,685
(344,457)
(58,936)
(285,521)
898
(284,623)
(107)
8,706,669
1,520,014
1,274,562
11,242
9,738
—
224,472
—
16,025
(1,545)
14,480
209,992
47,215
162,777
—
162,777
—
$
$
$
$
$
$
$
(274,140) $
(284,730) $
162,777
(4.81) $
(0.28) $
(5.10) $
(4.81) $
(0.28) $
(5.10) $
(5.57) $
0.02
$
(5.56) $
(5.57) $
0.02
$
(5.56) $
3.22
—
3.22
3.20
—
3.20
53,778
53,778
51,245
51,245
50,530
50,837
See accompanying Notes to Consolidated Financial Statements.
65
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
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)
Recognition of interest rate swap cash flow hedges, net of tax(2)
Foreign currency translation adjustments
Recognition of other cash flow derivatives, net of tax
Total other comprehensive (loss) income
Less comprehensive income attributable to noncontrolling interests
(82,838)
(44,751)
(1,337)
(67)
(128,993)
(4,929)
(32,458)
(61,287)
(1,029)
—
(94,774)
(107)
—
3,575
(3,791)
—
(216)
—
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.
See accompanying Notes to Consolidated Financial Statements.
66
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S
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended
August 1, 2020
(52 weeks)
August 3, 2019
(53 weeks)
July 28, 2018
(52 weeks)
$
(269,211) $
(284,623) $
162,777
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income including noncontrolling interests
(Loss) income from discontinued operations, net of tax
Net (loss) income from continuing operations
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Share-based compensation
Loss (gain) on disposal of assets
Closed property and other restructuring charges
Goodwill and asset impairments
Net pension and other postretirement benefit income
Deferred income tax benefit
LIFO charge
Change in accounting estimate
Provision for doubtful accounts, net
Non-cash interest expense and other adjustments
Changes in operating assets and liabilities, net of acquired businesses
Accounts and notes receivable
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued expenses, other liabilities and other
Net cash provided by operating activities of continuing operations
Net cash provided by (used in) operating activities of discontinued operations
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
Purchases of acquired businesses, net of cash acquired
Proceeds from dispositions of assets
Other
Net cash used in investing activities of continuing operations
Net cash provided by investing activities of discontinued operations
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings of long-term debt
Proceeds from borrowings under revolving credit line
Proceeds from issuance of other loans
Repayments of borrowings under revolving credit line
Repayments of long-term debt and finance leases
Repayments of other loans
Repurchase of common stock
Proceeds from the issuance of common stock and exercise of stock options
Payment of employee restricted stock tax withholdings
Payments for debt issuance costs
Distributions to noncontrolling interests
Net cash (used in) provided by financing activities
EFFECT OF EXCHANGE RATE ON CASH
NET INCREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents, at beginning of period
Cash and cash equivalents, at end of period
Less: cash and cash equivalents of discontinued operations
Cash and cash equivalents
(15,202)
(254,009)
898
(285,521)
281,535
24,643
17,132
45,501
425,405
(39,177)
(70,933)
17,900
—
46,032
14,706
(123,970)
(111,267)
112,771
107,050
(40,954)
452,365
4,171
456,536
(172,568)
—
147,382
(2,498)
(27,684)
26,218
(1,466)
2,050
4,278,202
6,266
(4,601,490)
(122,302)
(24,408)
—
14,276
(1,023)
—
(4,642)
(453,071)
(154)
1,845
45,267
47,112
(119)
247,746
25,551
(499)
30,204
292,770
(34,868)
(61,208)
25,372
—
9,749
15,654
53,351
183,105
(47,708)
(24,833)
(139,879)
288,986
(4,456)
284,530
(228,477)
(2,292,435)
180,362
(280)
(2,340,830)
82,043
(2,258,787)
1,926,642
3,971,504
22,358
(3,101,679)
(779,909)
—
—
23,975
(2,727)
(62,600)
(1,212)
1,996,352
(143)
21,952
23,315
45,267
(799)
—
162,777
87,631
25,783
—
2,820
11,242
—
(14,679)
—
(20,909)
12,006
(424)
(67,283)
(106,042)
4,473
3,961
7,682
109,038
—
109,038
(44,608)
(39)
1,039
(3,397)
(47,005)
—
(47,005)
—
556,061
—
(569,671)
(12,128)
—
(24,231)
975
(4,563)
—
—
(53,557)
(575)
7,901
15,414
23,315
—
23,315
$
46,993
$
44,468
$
68
(In thousands)
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash (refunds) payments for federal and state income taxes, net
Fiscal Year Ended
August 1, 2020
(52 weeks)
August 3, 2019
(53 weeks)
July 28, 2018
(52 weeks)
$
$
181,815
$
(21,886) $
183,042
77,676
$
$
16,471
64,042
See accompanying Notes to Consolidated Financial Statements.
69
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
United Natural Foods, Inc. and its subsidiaries (the “Company”, “we”, “us”, or “our”) is a leading distributor of natural, organic,
specialty, produce, and conventional grocery and non-food products, and provider of support services. The Company sells its
products primarily throughout the United States and Canada.
Fiscal Year
The Company’s fiscal years end on the Saturday closest to July 31 and contain either 52 or 53 weeks. References to fiscal 2020,
fiscal 2019 and fiscal 2018, or 2020, 2019 and 2018, as presented in tabular disclosure, relate to the 52-week, 53-week and 52-
week fiscal periods ended August 1, 2020, August 3, 2019 and July 28, 2018, respectively.
Basis of Presentation
The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. The Consolidated
Financial Statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
All significant intercompany transactions and balances have been eliminated in consolidation, with the exception of sales
transactions from continuing to discontinued operations for wholesale supply to a retail disposal group that was sold with a supply
agreement in fiscal 2019 discussed further in Note 3—Revenue Recognition. Unless otherwise indicated, references to the
Consolidated Statements of Operations and the Consolidated Balance Sheets in the Notes to the Consolidated Financial Statements
exclude all amounts related to discontinued operations. Refer to Note 19—Discontinued Operations for additional information,
including accounting policies, about the Company’s discontinued operations.
Discontinued Operations
In the fourth quarter of fiscal 2020, the Company determined it no longer met the held for sale criterion for a probable sale to be
completed within 12 months for the Cub Foods business and the majority of the remaining Shoppers locations (collectively
“Retail”). As a result, the Company revised its Consolidated Financial Statements to reclassify Retail from discontinued operations
to continuing operations. This change in financial statement presentation resulted in the inclusion of Retail’s results of operations,
financial position, cash flows and related disclosures within continuing operations. Prior periods presented in the Consolidated
Financial Statements have been conformed to the current period presentation, resulting in Retail being presented in continuing
operations for all periods. Retail was acquired as part of SUPERVALU INC. (“Supervalu”) acquisition in the first quarter of fiscal
2019.
The Company may incur additional costs and charges in the future related to the Retail business if these locations are subsequently
sold, if indicators exist that the business may be impaired while classified as held and used, or if the Company incurs additional
wind-down or employee-related costs or charges.
Inventory Costing Correction
As discussed in further detail in Note 20—Immaterial Correction to Prior Period Financial Statements, the Company has revised
its prior period financial statements to correct immaterial misstatements related to the carrying value of inventory to include income
received under certain vendor funds programs.
70
Net Sales
Net sales consist primarily of sales of conventional, natural, organic, specialty, and produce grocery and non-food products, and
provision of support services to retailers, adjusted for customer volume discounts, vendor incentives when applicable, returns and
allowances, and professional services revenue. Net sales also include amounts charged by the Company to customers for shipping
and handling, and fuel surcharges. Vendor incentives do not reduce sales in circumstances where the vendor tenders the incentive
to the customer, when the incentive is not a direct reimbursement from a vendor, when the incentive is not influenced by or
negotiated in conjunction with any other incentive arrangements and when the incentive is not subject to an agency relationship
with the vendor, whether expressed or implied. Refer to Note 3—Revenue Recognition for additional information regarding the
Company’s revenue recognition policies.
Cost of Sales
Cost of sales consist primarily of amounts paid to suppliers for product sold, plus transportation costs necessary to bring the product
to, or move product between, the Company’s distribution facilities and retail stores, offset by consideration received from suppliers
in connection with the purchase, transportation, or promotion of the suppliers’ products. Cost of sales also includes production
and labor costs for the Company’s Woodstock Farms manufacturing business.
Retail store advertising expenses and Wholesale advertising services provided to Wholesale customers are components of Cost
of sales and are expensed as incurred.
The Company receives allowances and credits from vendors for buying activities, such as volume incentives, promotional
allowances directed by the Company to customers, cash discounts, and new product introductions (collectively referred to as
“vendor funds”), which are typically based on contractual arrangements covering a period of one year or less. The Company
recognizes vendor funds for merchandising activities as a reduction of Cost of sales when the related products are sold, unless it
has been determined that a discrete identifiable benefit has been provided to the vendor, in which case the related amounts are
recognized within Net sales. Vendor funds that have been earned as a result of completing the required performance under the
terms of the underlying agreements but for which the product has not yet been sold are recognized as a reduction to the cost of
inventory. When payments or rebates can be reasonably estimated and it is probable that the specified target will be met, the
payment or rebate is accrued. However, when attaining the milestone is not probable, the payment or rebate is recognized only
when and if the milestone is achieved. Any upfront payments received for multi-period contracts are generally deferred and
amortized over the life of the contracts. The majority of the vendor fund contracts have terms of less than a year, with a small
proportion of the contracts longer than one year.
Shipping and Handling Fees and Costs
The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with
inbound freight are recorded in Cost of sales, whereas shipping and handling costs for receiving, selecting, quality assurance, and
outbound transportation are recorded in Operating expenses. Outbound shipping and handling costs, including allocated employee
benefit expenses that are recorded in Operating expenses, totaled $1,505.1 million, $1,298.9 million and $582.9 million for fiscal
2020, 2019 and 2018, respectively.
Operating Expenses and Other Expenses
Operating expenses include salaries and wages, employee benefits, warehousing and delivery, selling, occupancy, insurance,
administrative, share-based compensation, depreciation, and amortization expense. Other expense (income), net includes interest
on outstanding indebtedness, including direct financing and capital lease obligations, net periodic benefit plan income, excluding
service costs, interest income and miscellaneous income and expenses.
Restructuring, Acquisition and Integration Expenses
Restructuring, acquisition and integration expenses reflect expenses resulting from restructuring activities, including severance
costs, change-in-control related charges, facility closure asset impairment charges and costs, stock-based compensation acceleration
charges and acquisition and integration expenses. Integration expenses include incremental expenses related to combining facilities
required to optimize our distribution network as a result of acquisitions.
71
Loss (Gain) on Sale of Assets
Loss (gain) on sale of assets includes loss (gain) on sale of assets and non-cash charges related to changes in plans of sales of
discontinued operations. In fiscal 2020, the Company recorded a non-cash charge of $50.0 million to reduce the carrying amount
of Retail’s property and equipment, and intangible assets for any depreciation and amortization expense that would have been
recognized had the assets been held and used as part of continuing operations since their acquisition date through the end of fiscal
2020, which was comprised of $38.8 million related to property and equipment, and $11.2 million related to intangible assets.
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Change in Accounting Estimate
As a result of growth in net sales and inventory in fiscal 2018, and the changes in processing and the resulting increase in the
Company’s estimate of its accrual for inventory purchases, the Company initiated a review of its vendor invoicing processes and
undertook a review of its estimate of its accrual for inventory purchases. In the third quarter of fiscal 2018, the Company finalized
its analysis and review of its accrual for inventory purchases, including a historical data analysis of unmatched and partially
matched amounts that were aged greater than twelve months and the ultimate resolution of such aged accruals. Based on its analysis,
the Company determined that it could reasonably estimate the outcome of its partially matched vendor invoices upon receipt of
such invoice rather than when the amount was aged greater than twelve months and a liability was no longer considered probable.
As a result of this change in estimate, Accounts payable was reduced by $20.9 million, resulting in an increase to net income of
$13.9 million, or $0.27 per diluted share, for fiscal 2018.
Change in Inventory Accounting Policy
Inventories are valued at the lower of cost or market. Prior to fiscal 2019, inventory cost was determined using the first-in, first-
out (“FIFO”) method. For a substantial portion of legacy Supervalu inventory, cost was determined using the last-in, first-out
(“LIFO”) method, with the rest primarily determined using FIFO. Inventories acquired as part of the Supervalu acquisition were
recorded at their fair market values as of the acquisition date. During the second quarter of fiscal 2019, the Company completed
its evaluation of its combined inventory accounting policies and changed its method of inventory costing for certain historical
United Natural Foods, Inc. inventory from the FIFO accounting method to the LIFO accounting method. The Company concluded
that the LIFO method of inventory costing is preferable because it allows for better matching of costs and revenues, as historical
inflationary inventory acquisition prices are expected to continue in the future and the LIFO method uses the current acquisition
cost to value cost of goods sold as inventory is sold. Additionally, LIFO allows for better comparability of the results of the
Company’s operations with those of similar companies in its peer group. As a result of the change to the LIFO method, the value
of certain Company inventories, excluding Supervalu inventories, were reduced by $15.0 million for fiscal 2019, which resulted
in increases to Cost of sales and Loss from continuing operations before income taxes of the same amount in the Consolidated
Statements of Operations for fiscal 2019. This resulted in an increase to Net loss from continuing operations of $11.0 million, or
$0.21 per diluted share, for fiscal 2019. The Company has not retrospectively adjusted amounts prior to fiscal 2019 in its
Consolidated Balance Sheets or Consolidated Statements of Operations, as applying the change in accounting policy prior to fiscal
2019 is not practicable due to data limitations of inventory costs in prior periods.
Reclassifications
Within the Consolidated Statements of Cash Flows certain immaterial amounts have been reclassified to conform with current
year presentation: prior year amounts for Loss on debt extinguishment, Gain associated with disposal of investments and Non-
cash interest expense have been combined into a line item titled Non-cash interest expense and other adjustments; a portion of
prior year amounts for Loss (gain) on disposal of assets have been reclassified to Closed property and other restructuring charges;
prior year amounts for Proceeds from disposal of investments have been combined into a line titled Proceeds from dispositions
of assets; and prior year amounts for Payments for long-term investment and Payment of company owned life insurance premiums
have been combined into a line titled Other. These reclassifications had no impact on reported net income, cash flows, or total
assets and liabilities.
72
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company’s banking
arrangements allow it to fund outstanding checks when presented to the financial institution for payment. The Company funds all
intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book
overdrafts, which are recorded in Accounts payable in the Consolidated Balance Sheets and are reflected as an operating activity
in the Consolidated Statements of Cash Flows. As of August 1, 2020 and August 3, 2019, the Company had net book overdrafts
of $267.8 million and $236.9 million, respectively.
Accounts Receivable, Net
Accounts receivable primarily consist of trade receivables from customers and net receivable balances from suppliers. In
determining the adequacy of the allowances, management analyzes customer creditworthiness, aging of receivables, payment
terms, the value of the collateral, customer financial statements, historical collection experience, aging of receivables and other
economic and industry factors. In instances where a reserve has been recorded for a particular customer, future sales to the customer
are conducted using either cash-on-delivery terms, or the account is closely monitored so that as agreed upon payments are received,
orders are released; a failure to pay results in held or canceled orders.
Inventories
Inventories consist primarily of finished goods and are valued at the lower of cost or market. Allowances for vendor funds received
from suppliers are recorded as a reduction to Inventories and subsequently within Cost of sales upon the sale of the related products.
Substantially all of the Company’s inventories consist of finished goods and a substantial portion of its inventories have a LIFO
reserve applied. We use the weighted average cost method, standard costs, the retail inventory method (“RIM”) or replacement
cost method to value discrete inventory items at lower of cost or market under the FIFO method before application of any LIFO
reserve. Inventories are evaluated for shortages throughout each fiscal year based on actual physical counts in our distribution
facilities and stores. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated
shortages as of the end of each fiscal year. As of August 1, 2020 and August 3, 2019, approximately $1.8 billion and $1.6 billion,
respectively, of inventory was valued under the LIFO method and primarily included grocery, frozen food and general merchandise
products, with the remaining inventory valued under the FIFO method and primarily included meat, dairy and deli products.
Property and Equipment, Net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation expense is based on the
estimated useful lives of the assets using the straight-line method. Applicable interest charges incurred during the construction of
new facilities are capitalized as one of the elements of cost and are amortized over the assets’ estimated useful lives if certain
criteria are met. Refer to Note 6—Property and Equipment for additional information.
The Company reviews long-lived assets, including amortizing intangible assets, for indicators of impairment whenever events or
changes in circumstances indicate that the carrying value of the assets may not be recoverable. Cash flows expected to be generated
by the related assets are estimated over the assets’ useful lives based on updated projections. The Company groups long-lived
assets with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other
assets. If the evaluation indicates that the carrying amount of an asset group may not be recoverable, the potential impairment is
measured based on a fair value discounted cash flow model or a market approach method.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
73
The Company records liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect
to take in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position,
taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon
examination. For those positions for which we conclude it is more likely than not it will be sustained, we recognize the largest
amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the taxing authority. The
difference between the amount recognized and the total tax position is recorded as a liability. The ultimate resolution of these tax
positions may be greater or less than the liabilities recorded.
The Company allocates tax expense among specific financial statement components using a “with-or-without” approach. Under
this approach, the Company first determines the total tax expense or benefit (current and deferred) for the period. The Company
then calculates the tax effect of pretax income from continuing operations only. The residual tax expense is allocated on a
proportional basis to other financial statement components (i.e. discontinued operations, other comprehensive income).
Goodwill and Intangible Assets, Net
The Company accounts for acquired businesses using the purchase method of accounting, which requires that the assets acquired
and liabilities assumed be recorded at the acquisition date at their respective estimated fair values. Goodwill represents the excess
acquisition cost over the fair value of net assets acquired in a business combination. Goodwill is assigned to the reporting units
that are expected to benefit from the synergies of the business combination that generated the goodwill. Goodwill reporting units
exist at one level below the operating segment level unless they are determined to be economically similar, and are evaluated for
events or changes in circumstances indicating a goodwill reporting unit has changed. Relative fair value allocations are performed
when components of an aggregated goodwill reporting unit become separate reporting units or move from one reporting unit to
another.
Goodwill is reviewed for impairment at least annually as of the first day of the fourth fiscal quarter and if events occur or
circumstances change that would indicate that the value of the asset may be impaired. The Company performs qualitative
assessments of goodwill for impairment. If the qualitative assessment indicates it is more likely than not that a reporting unit’s
fair value is less than the carrying value, or the Company bypasses the qualitative assessment, a quantitative assessment would
be performed. The Company estimates the fair values of its reporting units in a quantitative assessment by using the market
approach, applying a multiple of earnings based on guidelines for publicly traded companies, and/or the income approach,
discounting projected future cash flows based on management’s expectations of the current and future operating environment for
each reporting unit.
Refer to Note 7—Goodwill and Intangible Assets for additional information regarding the Company’s fiscal 2020 and 2019
impairment reviews, changes to its reporting units and other information. Refer to Note 4—Acquisitions for further detail on the
valuation of goodwill and intangible assets related to the Supervalu acquisition.
Indefinite-lived intangible assets include a branded product line and a Tony’s Fine Foods (“Tony’s”) tradename. Indefinite-lived
intangible assets are reviewed for impairment at least annually as of the first day of the fourth fiscal quarter and if events occur
or circumstances change that would indicate that the value of the asset may be impaired. The Company performed qualitative
reviews of its indefinite lived intangible assets in fiscal 2020 and 2019, which indicated a quantitative assessment was not required.
During fiscal 2018, the Company performed its annual qualitative assessment of its indefinite lived intangible assets and determined
that a quantitative analysis was required for the Tony’s tradename. Based on the results of its quantitative test performed, the
Company determined that the fair value was in excess of its carrying value and no impairment existed.
In determining the estimated fair value for intangible assets, we typically utilize the income approach, which discounts the projected
future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow. Refer
to Note 7—Goodwill and Intangible Assets and Note 4—Acquisitions for additional information on the Company’s intangible
assets.
74
Intangible assets with definite lives are amortized on a straight-line basis over the following lives:
Customer relationships
Non-competition agreements
Trademarks and tradenames
Leases in place
Favorable operating leases
Unfavorable operating leases
Pharmacy prescription files
Business Dispositions
7-20 years
2-10 years
2-10 years
1-8 years
1-8 years
2-11 years
7 years
The Company reviews the presentation of planned business dispositions in the Consolidated Financial Statements based on the
available information and events that have occurred. The review consists of evaluating whether the business meets the definition
of a component for which the operations and cash flows are clearly distinguishable from the other components of the business,
and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing
operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. In
addition, the Company evaluates whether the business has met the criteria as a business held for sale. In order for a planned
disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an
active program to market the business and the expected disposition of the business within one year.
Planned business dispositions are presented as discontinued operations when all the criteria described above are met. Operations
of the business components meeting the discontinued operations requirements are presented within Income from discontinued
operations, net of tax in the Consolidated Statements of Operations, and assets and liabilities of the business component planned
to be disposed of are presented as separate lines within the Consolidated Balance Sheets. See Note 19—Discontinued Operations
for additional information.
The carrying value of the business held for sale is reviewed for recoverability upon meeting the classification requirements.
Evaluating the recoverability of the assets of a business classified as held for sale follows a defined order in which property and
intangible assets subject to amortization are considered only after the recoverability of goodwill, indefinite lived intangible assets
and other assets are assessed. After the valuation process is completed, the held for sale business is reported at the lower of its
carrying value or fair value less cost to sell, and no additional depreciation or amortization expense is recognized.
There are inherent judgments and estimates used in determining the fair value less costs to sell of a business and any impairment
charges. The sale of a business can result in the recognition of a gain or loss that differs from that anticipated prior to closing.
Investments
Investments in companies over which the Company has the ability to exercise significant influence are stated at cost plus our share
of undistributed earnings or losses. Investments in companies the Company does not exercise a significant influence in are stated
at fair value, unless a fair value is not determinable and then are carried at cost, plus or minus changes resulting from observable
changes in the price of the same or similar investments. The carrying values of these investments were not material for fiscal 2020
or 2019, either individually or in the aggregate, and are included within Other assets in the Consolidated Balance Sheets. Income
attributable to investments accounted for using the equity method is not material for fiscal 2020, 2019 or 2018, and is recorded
in Other, net, within the Consolidated Statements of Operations.
Fair Value of Financial Instruments
Financial assets and liabilities measured on a recurring basis, and non-financial assets and liabilities that are recognized on a non-
recurring basis, are recognized or disclosed at fair value on at least an annual basis. Fair value is defined as the price that would
be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions
that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of
nonperformance. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used
to measure fair value:
75
• 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.
The carrying amounts of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts
payable and certain accrued expenses and other assets and liabilities approximate fair value due to the short-term nature of these
instruments.
Share-Based Compensation
Share-based compensation consists of restricted stock units, performance units, stock options and Supervalu replacement awards.
Share-based compensation expense is measured by the fair value of the award on the date of grant. The Company recognizes
share-based compensation expense on a straight-line basis over the requisite service period of the individual grants. Forfeitures
are recognized as reductions to share-based compensation when they occur. The grant date closing price per share of the Company’s
stock is used to determine the fair value of restricted stock units. Supervalu Replacement Awards are liability classified awards
as they may ultimately be settled in cash or shares at the discretion of the employee. The Company’s Chief Executive Officer and
Chairman and other executive officers and members of senior management have been granted performance units which vest, when
and if earned, in accordance with the terms of the related performance unit award agreements. The Company recognizes share-
based compensation expense based on the target number of shares of common stock and the Company’s stock price on the date
of grant and subsequently adjusts expense based on actual and forecasted performance compared to planned targets. Stock options
are granted at exercise prices equal to the fair market value of the Company’s stock at the dates of grant. The fair value of stock
option grants is estimated at the date of grant using the Black-Scholes option pricing model. Black-Scholes utilizes assumptions
related to volatility, the risk-free interest rate, the dividend yield and expected life. Expected volatilities utilized in the model are
based on the historical volatility of the Company’s stock price. The risk-free interest rate is derived from the U.S. Treasury yield
curve in effect at the time of grant. The model incorporates exercise and post-vesting forfeiture assumptions based on an analysis
of historical data. The expected term is derived from historical information and other factors. Share-based compensation expense
is recognized within Operating expenses for ongoing employees and is recorded within Restructuring, acquisition and integration
related expenses when an employee is notified of termination and their awards become accelerated. Refer to Note 13—Share-
Based Awards for additional information.
Benefit Plans
The Company recognizes the funded status of its company-sponsored defined benefit plans, which it assumed in the first quarter
of fiscal 2019 through the acquisition of Supervalu, in the Consolidated Balance Sheets and gains or losses and prior service costs
or credits not yet recognized as a component of Accumulated other comprehensive loss, net of tax, in the Consolidated Balance
Sheets. The Company measures its defined benefit pension and other postretirement plan obligations as of the nearest calendar
month end. The Company records net periodic benefit income or expense related to interest cost, expected return on plan assets
and the amortization of actuarial gains and losses, excluding service costs, in the Consolidated Statements of Operations within
Total other expense, net. Service costs are recorded in Operating expenses in the Consolidated Statements of Operations.
The Company sponsors pension and other postretirement plans in various forms covering participants who meet eligibility
requirements. The determination of the Company’s obligation and related income or expense for Company-sponsored pension
and other postretirement benefits is dependent, in part, on management’s selection of certain actuarial assumptions in calculating
these amounts. These assumptions include, among other things, the discount rate, the expected long-term rate of return on plan
assets and the rates of increase in healthcare costs. These assumptions are disclosed in Note 14—Benefit Plans. Actual results that
differ from the assumptions are accumulated and amortized over future periods.
The Company contributes to various multiemployer pension plans under collective bargaining agreements, primarily defined
benefit pension plans. Pension expense for these plans is recognized as contributions are funded. See Note 14—Benefit Plans for
additional information on participation in multiemployer plans.
76
Earnings Per Share
Basic earnings per share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding
during the period. Diluted earnings per share is calculated by adding the dilutive potential common shares to the weighted average
number of common shares that were outstanding during the period. For purposes of the diluted earnings per share calculation,
outstanding stock options, restricted stock units and performance-based awards, if applicable, are considered common stock
equivalents, using the treasury stock method.
Treasury Stock
The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These
shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and
issued shares but excluded from outstanding shares.
On October 6, 2017, the Company announced that its Board of Directors authorized a share repurchase program for up to $200.0
million of the Company’s outstanding common stock. The repurchase program is scheduled to expire upon the Company’s
repurchase of shares of the Company’s common stock having an aggregate purchase price of $200.0 million. The Company
repurchased 614,660 shares of its common stock at an aggregate cost of $24.2 million in fiscal 2018. The Company did not
repurchase any shares of its common stock in fiscal 2020 or fiscal 2019.
Comprehensive (Loss) Income
Comprehensive income (loss) is reported in the Consolidated Statements of Comprehensive Income. Comprehensive income (loss)
includes all changes in stockholders’ equity during the reporting period, other than those resulting from investments by and
distributions to stockholders. The Company’s comprehensive income is calculated as Net (loss) income including noncontrolling
interests, plus or minus adjustments for foreign currency translation related to the translation of UNFI Canada, Inc. (“UNFI
Canada”) from the functional currency of Canadian dollars to U.S. dollar reporting currency, changes in the fair value of cash
flow hedges, net of tax, and changes in defined pension and other postretirement benefit plan obligations, net of tax, less
comprehensive income attributable to noncontrolling interests.
Accumulated other comprehensive loss represents the cumulative balance of other comprehensive (loss) income, net of tax, as of
the end of the reporting period and relates to foreign current translation adjustments, and unrealized gains or losses on cash flow
hedges, net of tax and changes in defined pension and other postretirement benefit plan obligations, net of tax.
Derivative Financial Instruments
The Company is exposed to market risks arising from changes in interest rates, fuel costs, and with the operation of UNFI Canada,
foreign currency exchange rates. The Company uses derivatives principally in the management of interest rate and fuel price
exposure. From time to time the Company may use contracts to hedge transactions in foreign currency. The Company does not
utilize derivatives that contain leverage features. For derivative transactions accounted for as hedges, on the date the Company
enters into the derivative transaction, the exposure is identified. The Company formally documents all relationships between
hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking the hedge transaction.
In this documentation, the Company specifically identifies the asset, liability, firm commitment, forecasted transaction, or net
investment that has been designated as the hedged item and states how the hedging instrument is expected to reduce the risks
related to the hedged item. The Company measures effectiveness of its hedging relationships both at hedge inception and on an
ongoing basis as needed.
Self-Insurance Liabilities
The Company is primarily self-insured for workers’ compensation, general and automobile liability insurance. It is the Company’s
policy to record the self-insured portion of workers’ compensation, general and automobile liabilities based upon actuarial methods
to estimate the future cost of claims and related expenses that have been reported but not settled, and that have been incurred but
not yet reported, discounted at a risk-free interest rate. The present value of such claims was calculated using discount rates ranging
from 0.4 percent to 2.0 percent.
77
Changes in the Company’s insurance liabilities consisted of the following:
(in thousands)
Beginning balance
Assumed liabilities from the Supervalu acquisition
Expense
Claim payments
Reclassifications
Ending balance
2020
2019
2018
$
88,838
$
24,703
$
22,776
—
44,125
(36,395)
4,177
55,213
42,764
(33,087)
(755)
—
14,274
(12,347)
—
$
100,745
$
88,838
$
24,703
The current portion of the self-insurance liability was $34.3 million and $32.7 million as of August 1, 2020 and August 3, 2019,
respectively, and is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The long-term
portion was $66.5 million and $56.1 million as of August 1, 2020 and August 3, 2019, respectively, and is included in Other long-
term liabilities in the Consolidated Balance Sheets. The insurance liabilities as of the end of the fiscal year are net of discounts of
$6.5 million and $6.6 million as of August 1, 2020 and August 3, 2019, respectively. Amounts due from insurance companies were
$12.1 million and $11.1 million as of August 1, 2020 and August 3, 2019 recorded in Prepaid expenses and other current assets
and Other assets.
Leases, After ASC 842 Adoption
At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an
operating or finance lease at commencement. Subsequent to commencement, lease classification is only reassessed upon a change
to the expected lease term or contract modification. Finance and operating lease assets represent the Company’s right to use an
underlying asset as lessee for the lease term, and lease obligations represent the Company’s obligation to make lease payments
arising from the lease. These assets and obligations are recognized at the lease commencement date based on the present value of
lease payments, net of incentives, over the lease term. Incremental borrowing rates are estimated based on the Company’s borrowing
rate as of the lease commencement date to determine the present value of lease payments, when lease contracts do not provide a
readily determinable implicit rate. Incremental borrowing rates are determined by using the yield curve based on the Company’s
credit rating adjusted for the Company’s specific debt profile and secured debt risk. The lease asset also reflects any prepaid rent,
initial direct costs incurred and lease incentives received. The Company’s lease terms include option extension periods when it is
reasonably certain that those options will be exercised. Leases with an initial expected term of 12 months or less are not recorded
in the consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term. For all
classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed nonlease components.
The Company recognizes contractual obligations and receipts on a gross basis, such that the related lease obligation to the landlord
is presented separately from the sublease created by the lease assignment to the assignee. As a result, the Company continues to
recognize on its Consolidated Balance Sheets the operating lease assets and liabilities, and finance lease assets and obligations,
for assigned leases.
The Company records operating lease expense and income using the straight-line method within Operating expenses, and lease
income on a straight-line method for leases with its customers within Net sales. Finance lease expense is recognized as amortization
expense within Operating expenses, and interest expense within Interest expense, net. For operating leases with step rent provisions
whereby the rental payments increase over the life of the lease, and for leases with rent-free periods, the Company recognizes
expense and income on a straight-line basis over the expected lease term, based on the total minimum lease payments to be made
or lease receipts expected to be received. The Company is generally obligated for property tax, insurance and maintenance expenses
related to leased properties, which often represent variable lease expenses. For contractual obligations on properties where the
Company remains the primary obligor upon assignment of the lease and does not obtain a release from landlords or retain the
equity interests in the legal entities with the related rent contracts, the Company continues to recognize rent expense and rent
income within Operating expenses.
Operating and finance lease assets are reviewed for impairment based on an ongoing review of circumstances that indicate the
assets may no longer be recoverable, such as closures of retail stores, distribution centers and other properties that are no longer
being utilized in current operations, and other factors. The Company calculates operating and finance lease impairments using a
discount rate to calculate the present value of estimated subtenant rentals that could be reasonably obtained for the property. Lease
impairment charges are recorded as a component of Restructuring, acquisition and integration related expenses in the Consolidated
Statements of Operations.
78
The calculation of lease impairment charges requires significant judgments and estimates, including estimated subtenant rentals,
discount rates and future cash flows based on the Company’s experience and knowledge of the market in which the property is
located, previous efforts to dispose of similar assets and the assessment of existing market conditions. Impairments are recognized
as a reduction of the carrying value of the right of use asset and finance lease assets. Refer to Note 12—Leases for additional
information.
Leases, Prior to Adoption of ASC 842
The Company records lease expense and income using the straight-line method within Operating expenses. For leases with step
rent provisions whereby the rental payments increase over the life of the lease, and for leases where the Company receives rent-
free periods, the Company recognizes expense and income based on a straight-line basis based on the total minimum lease payments
to be made over the expected lease term. Deferred rent obligations are included in Other current liabilities and Other long-term
liabilities in the Consolidated Balance Sheets.
For contractual obligations on properties where we remain the primary obligor upon assignment of the lease and do not obtain a
release from landlords or retain the equity interests in the legal entities with the related rent contracts, the Company continues to
recognize rent expense and rent income. In addition, the Company continues to recognize contractual obligations and receipts on
a gross basis, such that the related lease obligation to the landlord is presented separately from the sublease created by the lease
assignment to the assignee. As a result, the Company continues to recognize on its Consolidated Balance Sheets the carrying value
of capital lease assets and obligations, and property and equipment where the Company determined it was the accounting owner
pursuant to a lease agreement.
The Company maintains reserves for costs associated with closures of retail stores, distribution centers and other properties that
are no longer being utilized in current operations. We calculate closed property operating lease liabilities using a discount rate to
calculate the present value of the remaining noncancellable lease payments after the closing date, reduced by estimated subtenant
rentals that could be reasonably obtained for the property. Lease reserve impairment charges are recorded as a component
of Restructuring, acquisition and integration related expenses in the Consolidated Statements of Operations.
The closed property lease liabilities are usually paid over the remaining lease terms, which generally range from one to 12 years.
Adjustments to closed property reserves primarily relate to changes in subtenant income or actual exit costs differing from original
estimates. Adjustments are made for changes in estimates in the period in which the changes become known.
The calculation of the closed property charges requires significant judgments and estimates, including estimated subtenant rentals,
discount rates and future cash flows based on our experience and knowledge of the market in which the closed property is located,
previous efforts to dispose of similar assets and the assessment of existing market conditions. Reserves for closed properties are
included in Other current liabilities and Other long-term liabilities in the Consolidated Balance Sheets.
79
NOTE 2—RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) No. 2016-02,
Leases (Topic 842) (“ASC 842”), which provides new comprehensive lease accounting guidance that supersedes previous lease
guidance. The objective of this ASU is to establish the principles that lessees and lessors shall apply to report useful information
to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Criteria for
distinguishing between finance and operating leases are substantially similar to criteria for distinguishing between capital and
operating leases in previous lease guidance. Lease agreements that are 12 months or less are permitted to be excluded from the
balance sheet. In addition, this ASU expands the disclosure requirements of lease arrangements. The Company adopted this standard
in the first quarter of fiscal 2020 on August 4, 2019, the effective and initial application date, using the additional transition method
under ASU 2018-11, which allows for a cumulative effect adjustment within retained earnings in the period of adoption. In addition,
the Company elected the “package of three” practical expedients which allows companies to not reassess whether arrangements
contain leases, the classification of leases, and the capitalization of initial direct costs. The impact of the adoption to the Company’s
Consolidated Balance Sheets includes the recognition of operating lease liabilities with corresponding right-of-use assets of
approximately the same amount based on the present value of the remaining lease payments for existing operating leases. The
difference between the amount of right-of-use assets and lease liabilities recognized is primarily related to adjustments to prepaid
rent, deferred rent, lease intangible assets/liabilities, and closed property reserves. In addition, the adoption of the standard resulted
in the derecognition of existing property and equipment for certain properties that did not previously qualify for sale accounting
because the Company was determined to be the accounting owner during the construction phase and did not qualify for sale-
leaseback accounting upon completion of the construction. At the transition date, the Company was constructing one facility,
which was completed in the fourth quarter of fiscal 2020. The Company exercised a purchase option for the facility in the third
quarter of fiscal 2020, which resulted in the Company continuing to account for the facility as its accounting owner. For properties
where the Company was deemed the accounting owner during construction for which construction has been completed, the
difference between the assets and liabilities derecognized, net of the deferred tax impact, was recorded as an adjustment to retained
earnings. Lessor accounting guidance remained largely unchanged from previous guidance. Adoption of this standard did not have
a material impact to the Company’s Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity or
Consolidated Statements of Cash Flows. The Company has revised its accounting policies, processes and controls, and systems
as applicable to comply with the provisions and disclosure requirements of the standard.
80
The effects of the changes, including those discussed above, made to the Company’s Consolidated Balance Sheets as of August
3, 2019 for the adoption of the new lease guidance were as follows (in thousands):
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
Property and equipment, net
Operating lease assets
Intangible assets, net
Deferred income taxes
Total increase to assets
$
$
235,774
$
1,896,164
—
1,089,846
34,262
$
Liabilities and Stockholders’ Equity
Accrued expense and other current liabilities
$
260,531
$
Current portion of operating lease liabilities
Current portion of long-term debt and finance
lease liabilities
Long-term operating lease liabilities
Long-term finance lease obligations
Other long-term liabilities
Total stockholders’ equity
Total increase to liabilities and stockholders’
equity
$
—
112,103
—
108,208
394,749
1,504,305
(14,733) $
(142,541)
1,059,473
(17,671)
(839) $
883,689
(7,260) $
137,741
221,041
1,753,623
1,059,473
1,072,175
33,423
253,271
137,741
105,167
936,728
70,643
252,848
(6,936)
936,728
(37,565)
(141,901)
2,882
$
883,689
$
1,507,187
In October 2018, the FASB issued authoritative guidance under ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion
of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge
Accounting Purposes. This ASU adds the Overnight Index Swap (OIS) rate based on Secured Overnight Financing Rate (SOFR)
as a benchmark interest rate for hedge accounting purposes. This ASU is effective for public companies with interim and fiscal
years beginning after December 15, 2018, which for the Company was the first quarter of fiscal year 2020. The Company adopted
this standard in the first quarter of fiscal 2020 with no impact to the Company’s consolidated financial statements as LIBOR is
still being used as a benchmark interest rate.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive
Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects
resulting from the Tax Cuts and Jobs Act of 2017. This ASU is effective for all entities for annual and interim periods in fiscal
years beginning after December 15, 2018. The Company adopted this ASU in the first quarter of fiscal 2020. The adoption of this
ASU had no impact to Accumulated other comprehensive loss or Retained earnings.
In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 Financial Instruments - Credit Losses,
Topic 815, Derivatives and Hedging, and Topic 825. This ASU clarifies the accounting treatment for the measurement of credit
losses under ASC 236 and provides further clarification on previously issued updates including ASU 2017-12, Derivatives and
Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities and ASU 2016-01, Financial Instruments-
Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Since the Company adopted
ASU 2017-12 in the fourth quarter of fiscal 2018, the amendments in ASU 2019-04 related to clarifications on Accounting for
Hedging Activities have been adopted by the Company in the first quarter of fiscal 2020. The Company adopted the relevant
portions of this standard in the first quarter of fiscal 2020 with no impact to Accumulated other comprehensive loss or Retained
earnings for fiscal 2020, as the Company did not have separately measured ineffectiveness related to its cash flow hedges. The
remaining amendments within ASU 2019-04 pertaining to ASC 326 are effective for fiscal years beginning after December 15,
2019, which for the Company is the first quarter of fiscal 2021 (see Topic 326 below).
81
In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848): Facilitation of the Effects of Reference Rate
Reform on Financial Reporting. This ASU provides optional expedients and exceptions for a limited period of time to ease the
potential burden in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. The
Company adopted this ASU in the third quarter of fiscal 2020, which is effective on a prospective basis. The adoption of this ASU
did not have a material impact on the consolidated financial statements. Optional expedients elected from Topic 848 are effective
until superseded by subsequent documentation or December 31, 2022, whichever occurs first.
Recently Issued Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting
for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. ASU 2018-05 requires
implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under
the same premises of authoritative guidance for internal-use software, and deferred over the noncancellable term of the cloud
computing arrangements plus any option renewal periods that are reasonably certain to be exercised by the customer or for which
the exercise is controlled by the service provider. The Company is required to adopt this new guidance in the first quarter of fiscal
2021. The Company has outstanding cloud computing arrangements and continues to incur costs that it believes would be required
to be capitalized under ASU 2018-05. The Company has reviewed the provisions of the new standard. Adopting the standard will
not have a material effect on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General:
Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 eliminates requirements
for certain disclosures and requires additional disclosures under defined benefit pension plans and other postretirement plans. The
Company is required to adopt this guidance in fiscal 2021. The Company is currently reviewing the provisions of the new standard
and evaluating its impact on the Company’s annual consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and
ASU 2019-11 (collectively, “Topic 326”). Topic 326 changes the impairment model for most financial assets and certain other
instruments. For trade and other receivables, guarantees and other instruments, entities will be required to use a new forward-
looking “expected loss” model that will replace the current “incurred loss” model and generally will result in the earlier recognition
of credit losses. The Company is required to adopt this new guidance in the first quarter of fiscal 2021 on a modified-retrospective
basis as required by the standard by means of a cumulative-effect adjustment to the opening balance of retained earnings in the
statements of financial position and stockholders’ equity as of the effective date. The Company has reviewed the provisions of the
new standard; established revised processes and controls to estimate expected losses for trade and other receivables, guarantees
and other instruments. Adopting the standard will not have a material effect on the Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU
2019-12 eliminates certain exceptions to Topic 740’s general principles. The amendments also improve consistent application and
simplifies its application. The Company is required to adopt this guidance in the first quarter of fiscal 2022. The Company is
currently reviewing the provisions of the new standard and evaluating its impact on the Company’s consolidated financial
statements.
NOTE 3—REVENUE RECOGNITION
Revenue Recognition Accounting Policy
The Company recognizes revenue in an amount that reflects the consideration that is expected to be received for goods or services
when its performance obligations are satisfied by transferring control of those promised goods or services to its customers. ASC
606 defines a five-step process to recognize revenue that requires judgment and estimates, including identifying the contract with
the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction
price to the performance obligations in the contract and recognizing revenue when or as the performance obligation is satisfied.
This footnote addresses the Company’s revenue recognition policies.
Revenues from wholesale product sales are recognized when control is transferred, which typically happens upon either shipment
or delivery, depending on the contract terms with the customer. Typically, shipping and customer receipt of wholesale products
occur on the same business day. Discounts and allowances provided to customers are recognized as a reduction in Net sales as
control of the products is transferred to customers. The Company recognizes freight revenue related to transportation of its products
when control of the product is transferred, which is typically upon delivery.
82
Revenues from Retail product sales are recognized at the point of sale upon customer check-out. Advertising income earned from
our franchisees that participate in our Retail advertising program are recognized as Net sales. We recognize loyalty program
expense in the form of fuel rewards as a reduction of Net sales.
Sales tax is excluded from Net sales. Limited rights of return exist with our customers due to the nature of the products we sell.
Product sales
The Company enters into wholesale customer distribution agreements that provide terms and conditions of our order fulfillment.
The Company’s distribution agreements often specify levels of required minimum purchases in order to earn certain rebates or
incentives. Certain contracts include rebates and other forms of variable consideration, including consideration payable to the
customer up-front, over time or at the end of a contract term. Many of the Company’s contracts with customers outline various
other promises to be performed in conjunction with the sale of product. The Company determined that these promises provided
are immaterial within the overall context of the respective contract, and as such has not allocated the transaction price to these
obligations.
In transactions for goods or services where the Company engages third-parties to participate in its order fulfillment process, it
evaluates whether it is the principal or an agent in the transaction. The Company’s analysis considers whether it controls the goods
or services before they are transferred to its customer, including an evaluation of whether the Company has the ability to direct
the use of, and obtain substantially all the remaining benefits from, the specified good or service before it is transferred to the
customer. Agent transactions primarily reflect circumstances where the Company is not involved in order fulfillment or where it
is involved in the order fulfillment but is not contractually obligated to purchase the related goods or services from vendors, and
instead extends wholesale customers credit by paying vendor trade accounts payable and does not control products prior to their
sale. Under ASC 606, if the Company determines that it is acting in an agent capacity, transactions are recorded on a net basis. If
the Company determines that it is acting in a principal capacity, transactions are recorded on a gross basis.
The Company also evaluates vendor sales incentives to determine whether they reduce the transaction price with its customers.
The Company’s analysis considers which party tenders the incentive, whether the incentive reflects a direct reimbursement from
a vendor, whether the incentive is influenced by or negotiated in conjunction with any other incentive arrangements and whether
the incentive is subject to an agency relationship with the vendor, whether expressed or implied. Typically, when vendor incentives
are offered directly by vendors to the Company’s customers, require the achievement of vendor-specified requirements to be earned
by customers, and are not negotiated by the Company or in conjunction with any other incentive agreement whereby the Company
does not control the direction or earning of these incentives, then Net sales are not reduced as part of the Company’s determination
of the transaction price. In circumstances where the vendors provide the Company consideration to promote the sale of their goods
and the Company determines the specific performance requirements for its customers to earn these incentives, Net sales are reduced
for these customer incentives as part of the determination of the transaction price.
Sales from the Company’s Wholesale segment to its retail discontinued operations are presented within Net Sales when the
Company holds the business for sale with a supply agreement that it anticipates the sale of the retail banner to include upon its
disposal. The Company recorded $0.0 million and $12.4 million within Net sales from continuing operations attributable to
discontinued operations inter-company product purchases in fiscal 2020 and 2019, respectively, related to retail disposal groups,
which were sold with a supply agreement and were classified within discontinued operations prior to their disposal. These amounts
were recorded at gross margin rates consistent with sales to other similar wholesale customers of the acquired Supervalu business.
No net sales were recorded within continuing operations for retail banners that the Company disposed of and expects to dispose
of without a supply agreement, as they have been eliminated upon consolidation within continuing operations and amounted to
$125.0 million and $221.4 million in fiscal 2020 and 2019, respectively.
Certain customer agreements provide for the right to license one or more of the Company’s tradenames, such as FESTIVAL
FOODS®, SENTRY®, COUNTY MARKET®, NEWMARKET®, FOODLAND®, JUBILEE® and SUPERVALU®. In addition,
the Company enters into franchise agreements to separately charge its customers, who the Company also sells wholesale products
to, for the right to use its CUB FOODS® tradename. The Company typically does not separately charge for the right to license
its tradenames. The Company believes that these tradenames are capable of being distinct, but are not distinct within the context
of the contracts with its customers. Accordingly, the Company does not separately recognize revenue related to tradenames utilized
by its customers.
83
The Company enters into distribution agreements with manufacturers to provide wholesale supplies to the Defense Commissary
Agency (“DeCA”) and other government agency locations. DeCA contracts with manufacturers to obtain grocery products for the
commissary system. The Company contracts with manufacturers to distribute products to the commissaries after being authorized
by the manufacturers to be a military distributor to DeCA. The Company must adhere to DeCA’s delivery system procedures
governing matters such as product identification, ordering and processing, information exchange and resolution of discrepancies.
DeCA identifies the manufacturer with which an order is to be placed, determines which distributor is contracted by the manufacturer
for a particular commissary or exchange location, and then places a product order with that distributor that is covered under DeCA’s
master contract with the applicable manufacturer. The Company supplies product from its existing inventory, delivers it to the
DeCA designated location, and bills the manufacturer for the product price plus a drayage fee. The manufacturer then bills DeCA
under the terms of its master contract. The Company has determined that it controls the goods before they are transferred to the
customer, and as such it is the principal in the transaction. Revenue is recognized on a gross basis when control of the product
passes to the DeCA designated location.
Customer incentives
The Company provides incentives to its wholesale customers in various forms established under the applicable agreement, including
advances, payments over time that are earned by achieving specified purchasing thresholds, and upon the passage of time. The
Company typically records customer advances within Other assets and Other current assets and typically recognizes customer
incentive payments that are based on expected purchases over the term of the agreement as a reduction to Net sales. To the extent
that the transaction price for product sales includes variable consideration, such as certain of these customer incentives, the Company
estimates the amount of variable consideration that should be included in the transaction price primarily by utilizing the expected
value method. Variable consideration is included in the transaction price if it is probable that a significant future reversal of
cumulative revenue under the agreement will not occur. The Company believes that there will not be significant changes to its
estimates of variable consideration, as the uncertainty will be resolved within a relatively short time and there is a significant
amount of historical data that is used in the estimation of the amount of variable consideration to be received. Therefore, the
Company has not constrained its estimates of variable consideration.
Customer incentive assets are reviewed for impairment when circumstances exist for which the Company no longer expects to
recover the applicable customer incentives.
Professional services and equipment sales
Separate from the services provided in conjunction with the sale of product describe above, many of the Company’s agreements
with customers also include distinct professional services and other promises to customers, in addition to the sale of the product
itself, such as retail store support, advertising, store layout and design services, merchandising support, couponing, e-commerce,
network and data hosting solutions, training and certifications classes, and administrative back-office solutions. These professional
services may contain a single performance obligation for each respective service, in which case such services revenues are
recognized when delivered. Relative to total Net sales, revenue from professional services is insignificant.
Wholesale equipment sales are recorded as direct sales to customers when shipped or delivered, consistent with the recognition
of product sales.
Disaggregation of Revenues
The Company records revenue to five customer channels, which are described below:
•
•
•
•
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.
The following tables detail the Company’s net sales for the periods presented by customer channel for each of its segments. The
Company does not record its revenues within its wholesale reportable segment for financial reporting purposes by product group,
and it is therefore impracticable for it to report them accordingly.
84
(in millions)
Customer Channel
Chains
Independent retailers
Supernatural
Retail
Other
Total
(in millions)
Customer Channel
Chains
Independent retailers
Supernatural
Retail
Other
Total
(in millions)
Customer Channel
Chains
Supernatural
Independent retailers
Other
Total
Net Sales for Fiscal 2020 (52 weeks)
Wholesale
Retail
Other
Eliminations
Consolidated
$
11,982
$
— $
— $
(1,319) $
10,663
6,699
4,720
—
2,095
—
—
2,331
—
$
25,496
$
2,331
$
—
—
—
228
228
—
—
—
(222)
6,699
4,720
2,331
2,101
$
(1,541) $
26,514
Wholesale
Retail
Other
Eliminations
Consolidated
Net Sales for Fiscal 2019(1) (53 weeks)
$
9,749
$
— $
— $
(937) $
5,536
4,394
—
1,851
—
—
1,653
—
$
21,530
$
1,653
$
—
—
—
235
235
—
—
—
(174)
8,812
5,536
4,394
1,653
1,912
$
(1,111) $
22,307
Net Sales for Fiscal 2018(1) (52 weeks)
Wholesale
Other
Eliminations
Consolidated
$
$
3,299
$
— $
— $
3,758
2,100
1,014
10,171
$
—
—
228
228
$
—
—
(172)
(172) $
3,299
3,758
2,100
1,070
10,227
(1) Certain prior period amounts in the above tables have been reclassified to conform with the Company’s current sales channel presentation.
Whole Foods Market, Inc. was the Company’s largest customer in each fiscal year presented. Whole Foods Market, Inc. accounted
for approximately 18%, 20% and 37% of the Company’s net sales for fiscal 2020, 2019 and 2018, respectively. There were no
other customers that individually generated 10% or more of the Company’s net sales during those periods.
The Company serves customers in the United States and Canada, as well as customers located in other countries. However, all of
the Company’s revenue is earned in the U.S. and Canada and international distribution occurs through freight-forwarders. The
Company does not have any performance obligations on international shipments subsequent to delivery to the domestic port.
Contract Balances
The Company does not typically incur costs that are required to be capitalized in connection with obtaining a contract with a
customer. The Company typically does not have any performance obligations to deliver products under its contracts until its
customers submit a purchase order, as it stands ready to deliver product upon receipt of a purchase order under contracts with its
customers. These performance obligations are generally satisfied within a very short period of time. Therefore, the Company has
utilized the practical expedient that provides an exemption from disclosure of the transaction price allocated to remaining
performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or
less. The Company does not typically receive pre-payments from its customers.
Customer payments are due when control of goods or services are transferred to the customer and are typically not conditional on
anything other than payment terms, which typically are less than 30 days. Since no significant financing components exist between
the period of time the Company transfers goods or services to the customer and when it receives payment for those goods or
services, the Company generally does not adjust the transaction price to recognize a financing component. Customer incentives
are not considered contract assets as they are not generated through the transfer of goods or services to the customers. No material
contract asset or liability exist for any period reported within these Consolidated Financial Statements.
85
Accounts and notes receivable are as follows:
(in thousands)
Customer accounts receivable
Allowance for uncollectible receivables
Other receivables, net
Accounts receivable, net
Notes receivable, net, included within Prepaid expenses and other current assets
Long-term notes receivable, net, included within Other assets
August 1, 2020 August 3, 2019
$
$
$
$
1,156,694
(55,928)
19,433
1,120,199
49,268
25,800
$
$
$
$
1,064,502
(20,725)
23,235
1,067,012
11,912
34,408
The allowance for uncollectible receivables, and estimated variable consideration allowed for as sales concessions consists of the
following:
(in thousands)
Balance at beginning of year
Additions charged to operating expenses
Reductions of net sales
Deductions
Balance at end of year
NOTE 4—ACQUISITIONS
Supervalu Acquisition
2020
2019
2018
$
$
20,725
$
15,996
$
37,849
12,470
(15,116)
55,928
$
9,749
7,061
(12,081)
20,725
$
14,509
12,006
—
(10,519)
15,996
On July 25, 2018, the Company entered into an agreement and plan of merger to acquire all of the outstanding equity securities
of Supervalu, which was then the largest publicly traded conventional grocery distributor in the United States. The acquisition of
Supervalu diversifies the Company’s customer base, further enables cross-selling opportunities, expands market reach and scale,
enhances technology, capacity and systems, and is expected to deliver significant synergies and accelerate potential growth. The
merger was completed on October 22, 2018 (the “Closing Date”). At the effective time of the acquisition, each share of Supervalu
common stock, par value $0.01 per share, issued and outstanding, was canceled and converted into the right to receive a cash
payment equal to $32.50 per share, without interest. Total consideration related to this acquisition was $2.3 billion, $1.3 billion of
which was paid in cash to Supervalu shareholders and $1.0 billion of which was used to satisfy Supervalu’s outstanding debt
obligations. Included in the liabilities assumed in the Supervalu acquisition were the Supervalu Senior Notes with a fair value of
$546.6 million. These Senior Notes were redeemed in the second quarter of fiscal 2019 following the required 30-day notice
period, resulting in their satisfaction and discharge.
The assets and liabilities of Supervalu were recorded in the Company’s Consolidated Financial Statements at their estimated fair
values as of the acquisition date. In conjunction with the Supervalu acquisition, the Company announced its plan to sell the
remaining acquired retail operations of Supervalu. In the fourth quarter of the current fiscal year, the Company announced its plan
to retain certain retail operations and as a result the acquired retail assets and assumed liabilities of Supervalu were recast to reflect
the revised discontinued operations of the Company. Refer to Note 19—Discontinued Operations for more information on
discontinued operations.
86
The following table summarizes the final consideration, fair value of assets acquired and liabilities assumed, and the resulting
goodwill.
(in thousands)
Consideration:
Outstanding shares
Outstanding debt, excluding acquired senior notes
Equity-based awards
Total consideration
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents
Accounts receivable
Inventories
Prepaid expenses and other current assets
Current assets of discontinued operations
Property, plant and equipment
Goodwill
Intangible assets
Other assets
Long-term assets of discontinued operations
Accounts payable
Current portion of long-term debt and finance lease obligations
Other current liabilities
Current liabilities of discontinued operations
Long-term debt
Long-term finance lease obligations
Pension and other postretirement benefit obligations
Deferred income taxes
Other long-term liabilities
Long-term liabilities of discontinued operations
Noncontrolling interests
Total consideration
Less: Cash and cash equivalents(1)
Final Acquisition
Date Fair Values
As Recast
$
$
$
1,258,450
1,046,170
18,411
2,323,031
27,142
554,311
1,274,624
118,283
69,201
1,457,951
376,181
967,003
77,093
134,019
(1,020,328)
(579,565)
(380,239)
(54,142)
(34,355)
(103,289)
(234,324)
(18,254)
(309,144)
(770)
1,633
2,323,031
(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.
Goodwill represents the future economic benefits arising largely from the synergies expected from combining the operations of
the Company and Supervalu that could not be individually identified and separately recognized. A substantial portion of goodwill
is deductible for income tax purposes. Goodwill from the acquisition was attributed to the Company’s Supervalu Wholesale
reporting unit and the legacy Company Wholesale reporting unit, which in the first quarter of fiscal 2020 was reorganized into a
single U.S. Wholesale reporting unit, as discussed further in Note 7—Goodwill and Intangible Assets. No goodwill was attributed
to the Company’s Retail reporting unit or any other reporting units.
During the first quarter of fiscal 2020, the Company finalized its fair value estimates of the acquired net assets, which primarily
related to immaterial changes to income taxes and property and equipment. The fair value of assets acquired and liabilities assumed
has been revised to present Retail within continuing operations.
87
The following table summarizes the identifiable intangible assets and liabilities recorded based on final valuations, as recast. The
identifiable intangible assets are expected to be amortized on a straight-line basis over the estimated useful lives indicated. The
fair value of identifiable intangible assets acquired was determined using income approaches. Significant assumptions utilized in
the income approach were based on Company-specific information and projections, which are not observable in the market and
are thus considered Level 3 measurements as defined by authoritative guidance.
(in thousands)
Customer relationship assets
Favorable operating leases
Leases in place
Tradenames
Pharmacy prescription files
Non-compete agreement
Unfavorable operating leases
Total
Final Acquisition Date Fair Values As
Recast
Estimated Useful
Life
Continuing
Operations
Discontinued
Operations
10-17 years
$
810,000
$
1-19 years
1-8 years
2-9 years
5-7 years
2 years
1-12 years
21,629
10,474
82,000
32,900
10,000
(21,754)
—
—
—
1,000
13,000
—
—
$
945,249
$
14,000
The Company incurred acquisition-related costs in conjunction with the Supervalu acquisition, which are quantified in Note 5—
Restructuring, Acquisition and Integration Related Expenses.
The accompanying Consolidated Statements of Operations for fiscal 2019 include the results of operations of Supervalu since the
October 22, 2018 acquisition date through August 3, 2019, which consisted of net sales from continuing operations of $11.40
billion. Supervalu’s net sales from discontinued operations for this time period are reported in Note 19—Discontinued Operations
The following table presents unaudited supplemental pro forma consolidated Net sales and Net (loss) income from continuing
operations, as recast, based on the Company’s historical reporting periods as if the acquisition of Supervalu had occurred as of
July 30, 2017:
(unaudited, in thousands, except per share data)
Net sales
Net (loss) income from continuing operations
Basic net (loss) income from continuing operations per share
Diluted net (loss) income from continuing operations per share
August 3, 2019
As Recast (1)
(53 weeks)
July 28, 2018
As Recast (2)
(52 weeks)
$
$
$
$
25,639,516
$
25,189,850
(225,544) $
48,394
(4.40) $
(4.40) $
0.96
0.95
(1)
(2)
Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018.
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.
These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the
actual results of operations of the combined companies would have been had the acquisitions occurred at the beginning of the
periods being presented, nor are they indicative of future results of operations.
NOTE 5—RESTRUCTURING, ACQUISITION AND INTEGRATION RELATED EXPENSES
Restructuring, acquisition and integration related expenses were as follows:
(in thousands)
2019 SUPERVALU INC. restructuring expenses
Integration and acquisition costs
Closed property charges and costs
2018 Earth Origins Market restructuring expenses and loss on sale
Total
2020
2019
2018
4,898
$
74,414
$
41,610
39,875
—
51,245
22,536
—
86,383
$
148,195
$
—
4,967
—
4,771
9,738
$
$
88
2019 SUPERVALU INC.
As part of its acquisition of Supervalu and in order to achieve synergies from this combination, the Company has taken certain
actions, which began during the first quarter of fiscal 2019 to: (i) review its organizational structure and the strategic needs of the
business going forward to identify and place talent with the appropriate skills, experience and qualifications to meet these needs;
and (ii) dispose of and exit certain Supervalu legacy retail operations, as efficiently and economically as possible in order to focus
on the Company’s core wholesale distribution business. Expenses related to this program primarily related to actions associated
the Company’s core cost-structure, which resulted in headcount reductions and other costs and charges. Incremental and identifiable
expenses associated with integrating the legacy companies operations and information technology systems are reflected within
integration costs, and asset impairments related to retail are included in Closed property charges and costs.
Integration and Acquisition Costs
Integration and acquisition costs for fiscal 2020 primarily relate to expenses associated with integrating and consolidating
distribution centers and certain professional fees for distribution center network and administrative integration activities. Fiscal
2019 acquisition and integration costs primarily reflect transaction expenses and professional fees related to the Supervalu
acquisition.
Closed Property Charges and Costs
Prior to the adoption of ASC 842, reserves for closed property were included in the Consolidated Balance Sheets within Accrued
expenses and other current liabilities and Other long-term liabilities. Closed property charges recorded in fiscal 2019 primarily
relate to retail stores and non-operating properties for which leases were terminated. In fiscal 2020, subsequent to the adoption of
ASC 842, closed property charges relate to lease and property and equipment asset impairments related to retail stores, lease
terminations of non-operating stores and distribution center consolidation and are included within Restructuring, acquisition and
integration related expenses.
Restructuring Programs
The following is a summary of the restructuring reserves by reserve type included in the Consolidated Balance Sheets, primarily
within Accrued compensation and benefits for severance and other employee separation costs and tax payments.
(in thousands)
Balances at July 28, 2018
Restructuring program charge(1)
Acquired restructuring liability
Cash payments
Balances at August 3, 2019
Restructuring program charge
Cash payments
Balances at August 1, 2020
Cumulative program charges incurred from inception to date
2019
SUPERVALU
INC.
2018 Earth
Origins Market
2017 Cost Saving
and Efficiency
Initiatives
Total
— $
383
$
701
$
74,414
12,573
(75,130)
11,857
4,898
(13,217)
3,538
$
—
—
—
383
—
(383)
— $
—
—
701
—
(701)
— $
1,084
74,414
12,573
(75,130)
12,941
4,898
(14,301)
3,538
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.
89
NOTE 6—PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following:
(in thousands)
Land
Buildings and improvements
Leasehold improvements
Equipment
Motor vehicles
Finance lease assets
Construction in progress
Property and equipment
Less accumulated depreciation and amortization
Property and equipment, net
Original
Estimated
Useful Lives
20-40 years
5-20 years
3-30 years
3-7 years
1-11 years
2020
2019
$
142,737
$
177,970
970,528
205,537
878,483
74,395
161,395
79,145
2,512,220
811,004
1,081,887
151,311
768,800
76,186
114,107
169,999
2,540,260
644,096
$
1,701,216
$
1,896,164
The Company capitalized $5.3 million and $3.3 million of interest during fiscal 2020 and 2019, respectively. The Company did
not capitalize interest during fiscal 2018.
Depreciation and amortization expense on property and equipment was $197.7 million, $179.6 million and $71.5 million for fiscal
2020, 2019 and 2018, respectively.
NOTE 7—GOODWILL AND INTANGIBLE ASSETS
The Company has five goodwill reporting units: two of which represent separate operating segments and are aggregated within
the Wholesale reportable segment (U.S. Wholesale and Canada Wholesale); one separate Retail operating and reportable segment
and two of which are separate operating segments (Woodstock Farms and Blue Marble Brands) that do not meet the criteria for
being disclosed as separate reportable segments. The Canada Wholesale operating segment, which is aggregated with U.S.
Wholesale, would not meet the quantitative thresholds for separate reporting if it did not meet the aggregation criteria.
Supervalu Acquisition Goodwill
In conjunction with the acquisition of Supervalu, goodwill resulting from the acquisition was assigned to the previous Supervalu
Wholesale reporting unit and the previous legacy Company Wholesale reporting unit, as both of these reporting units were expected
to benefit from the synergies of the business combination. The assignment was based on the relative synergistic value estimated
as of the acquisition date. This systematic approach utilized the relative cash flow contributions and value created from the
acquisition to each reporting unit on a stand-alone basis. As of the acquisition date, approximately $80.9 million was assigned to
the legacy Company Wholesale reporting unit.
As discussed below, the Company impaired all goodwill attributed to the Supervalu Wholesale reporting unit prior to finalization
of its purchase accounting. In the first quarter of fiscal 2020, as discussed further in Note 4—Acquisitions, the Company finalized
purchase accounting and the opening balance sheet related to Supervalu acquisition. Adjustments to the opening balance sheet
goodwill in the first quarter of fiscal 2020, resulted in an additional goodwill impairment charge of $2.5 million.
Fiscal 2020 Goodwill Impairment Reviews
During the first quarter of fiscal 2020, the Company changed its management structure and internal financial reporting, which
resulted in the requirement to combine the Supervalu Wholesale reporting unit and the legacy Company Wholesale reporting unit
into one U.S. Wholesale reporting unit, and experienced a further sustained decline in market capitalization and enterprise value.
As a result of the change in reporting units and the sustained decline in market capitalization and enterprise value, the Company
performed an interim quantitative impairment review of goodwill for the Wholesale reporting unit, which included a determination
of the fair value of all reporting units.
90
The Company estimated the fair values of all reporting units using both the market approach, applying a multiple of earnings
based on observable multiples for guideline publicly traded companies, and the income approach, discounting projected future
cash flows based on management’s expectations of the current and future operating environment for each reporting unit. The
calculation of the impairment charge includes substantial fact-based determinations and estimates including weighted average
cost of capital, future revenue, profitability, cash flows and fair values of assets and liabilities. The rates used to discount projected
future cash flows under the income approach reflect a weighted average cost of capital of 8.5%, which considered observable data
about guideline publicly traded companies, an estimated market participant’s expectations about capital structure and risk premiums,
including those reflected in the Company’s market capitalization. The Company corroborated the reasonableness of the estimated
reporting unit fair values by reconciling to its enterprise value and market capitalization. Based on this analysis, the Company
determined that the carrying value of its U.S. Wholesale reporting unit exceeded its fair value by an amount that exceeded its
assigned goodwill. As a result, the Company recorded a goodwill impairment charge of $421.5 million in the first quarter of fiscal
2020. The goodwill impairment charge is reflected in Goodwill and asset impairment charges in the Consolidated Statements of
Operations. The goodwill impairment charge reflects the impairment of all of the U.S. Wholesale reporting unit’s goodwill.
In the fourth quarter of fiscal 2020, the Company performed its annual goodwill qualitative impairment test and determined that
a quantitative impairment test was not required for any of its reporting units.
Fiscal 2019 Goodwill Impairment Reviews
During the first quarter of fiscal 2019, the Company experienced a decline in its stock price and market capitalization. During the
second quarter of fiscal 2019, the stock price continued to decline, and the decline in the stock price and market capitalization
became significant and sustained. Due to this sustained decline in stock price, the Company determined that it was more likely
than not that the carrying value of the Supervalu Wholesale reporting unit exceeded its fair value and performed an interim
quantitative impairment test of goodwill.
The Company estimated the fair values of all reporting units using both the market approach, applying a multiple of earnings
based on guidelines for publicly traded companies, and the income approach, discounting projected future cash flows based on
management’s expectations of the current and future operating environment for each reporting unit. The calculation of the
impairment charge includes substantial fact-based determinations and estimates including weighted average cost of capital, future
revenue, profitability, cash flows and fair values of assets and liabilities. The rates used to discount projected future cash flows
under the income approach reflect a weighted average cost of capital of 10%, which considered guidelines for publicly traded
companies, capital structure and risk premiums, including those reflected in the Company’s then-current market capitalization.
The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling those fair values to its
enterprise value and market capitalization. Based on this analysis, the Company determined that the carrying value of its Supervalu
Wholesale reporting unit exceeded its fair value by an amount that exceeded the assigned goodwill as of the acquisition date. As
a result, the Company recorded a goodwill impairment charge of $292.8 million in fiscal 2019, which reflects the preliminary
goodwill impairment charge recorded in the second quarter of fiscal 2019 and adjustments to the charge recorded in the third and
fourth quarters of fiscal 2019. The goodwill impairment charge adjustments recorded in the third and fourth quarters of fiscal 2019
were attributable to changes in the preliminary fair value of net assets, most notably changes in tax assets and liabilities, intangible
assets and property and equipment, which affected the initial goodwill resulting from the Supervalu acquisition. The goodwill
impairment charge is reflected in Goodwill and asset impairment charges in the Consolidated Statements of Operations. The
goodwill impairment charge reflects all of Supervalu Wholesale’s reporting unit goodwill, based on preliminary acquisition date
assigned fair values. The quantitative goodwill impairment review indicated that the estimated fair value of the legacy Company
Wholesale and Canada Wholesale reporting units were in excess of their carrying values by over 20%. Other continuing operations
reporting units were substantially in excess of their carrying value.
The goodwill impairment charge recorded in fiscal 2019 was subject to change based upon the final purchase price allocation
during the measurement period for estimated fair values of assets acquired and liabilities assumed from the Supervalu acquisition.
There were no material increases or decreases to the recorded goodwill impairment charge based upon the final purchase price
allocations. Refer to Note 4—Acquisitions for further information about the preliminary purchase price allocation and provisional
goodwill estimated as of the acquisition date.
In fiscal 2019, the Company performed quarterly reviews of the composition of its reporting units. Any future changes in the
Company’s goodwill reporting units would require a relative fair value allocation of goodwill, and may require a quantitative
impairment assessment of goodwill, which may result in material goodwill impairment charges.
In the fourth quarter of fiscal 2019, the Company performed its annual goodwill qualitative impairment test and determined that
a quantitative impairment test was not required for any of its reporting units.
91
2018 Earth Origins Market Impairment
During the second quarter of fiscal 2018, the Company made the decision to close three non-core, under-performing stores of its
total twelve stores. Based on this decision, coupled with the decline in results in the first half of fiscal 2018 and the future outlook
as a result of competitive pressure, the Company determined that both a test for recoverability of long-lived assets and a goodwill
impairment analysis should be performed. The determination of the need for a goodwill analysis was based on the assertion that
it was more likely than not that the fair value of the reporting unit was below its carrying amount. As a result of both these analyses,
the Company recorded a total impairment charge of $3.4 million on long-lived assets and $7.9 million to goodwill, respectively,
during the second quarter of fiscal 2018. During the fourth quarter of fiscal 2018 the Company disposed of its Earth Origins retail
business.
Goodwill and Intangible Assets Changes
Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following:
(in thousands)
Goodwill as of July 28, 2018(1)(2)
Goodwill from current fiscal year business combinations
Impairment charge
Other adjustments
Change in foreign exchange rates
Goodwill as of August 3, 2019(1)(2)
Goodwill adjustment from prior fiscal year business combinations
Impairment charge
Change in foreign exchange rates
Goodwill as of August 1, 2020(1)(2)
Wholesale
Other
Total
$
352,342
$
10,153
$
374,757
(292,757)
(1,951)
(288)
432,103
1,424
(423,712)
(68)
—
—
—
—
10,153
—
(293)
—
362,495
374,757
(292,757)
(1,951)
(288)
442,256
1,424
(424,005)
(68)
$
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.
Intangible assets, net consisted of the following:
(in thousands)
Amortizing intangible assets:
2020
2019
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
Customer relationships
$
1,007,118
$
172,832
$
834,286
$
1,007,089
$
111,940
$
895,149
Pharmacy prescription files
Non-compete agreements
Operating lease intangibles
Trademarks and tradenames
32,900
12,900
8,193
83,700
7,964
11,500
4,020
34,708
Total amortizing intangible assets
1,144,811
231,024
Indefinite lived intangible assets:
24,936
1,400
4,173
48,992
913,787
32,900
12,900
32,103
83,700
1,168,692
—
6,237
2,321
14,161
134,659
32,900
6,663
29,782
69,539
1,034,033
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
92
Amortization expense was $90.8 million, $70.3 million and $15.0 million for fiscal 2020, 2019 and 2018, respectively. The
estimated future amortization expense for each of the next five fiscal years and thereafter on definite lived intangible assets existing
as of August 1, 2020 is shown below:
Fiscal Year:
2021
2022
2023
2024
2025
Thereafter
(In thousands)
$
$
78,185
72,170
71,950
72,417
70,305
548,760
913,787
NOTE 8—FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
Recurring Fair Value Measurements
The following table provides the fair value hierarchy for financial assets and liabilities measured on a recurring basis:
Consolidated Balance Sheets Location
Level 1
Level 2
Level 3
Fair Value at August 1, 2020
$
$
$
$
$
$
$
$
$
— $
— $
— $
— $
1,678
$
26
36
94
23
$
$
$
$
— $
— $
— $
197
357
— $
46,743
— $
91,994
$
$
$
$
—
—
—
—
—
—
—
—
—
(In thousands)
Assets:
Foreign currency derivatives not
designated as hedging instruments
Fuel derivatives designated as hedging
instruments
Foreign currency derivatives designated
as hedging instruments
Fuel derivatives designated as hedging
instruments
Mutual funds
Liabilities:
Prepaid expenses and other current assets
Prepaid expenses and other current assets
Prepaid expenses and other current assets
Other assets
Other assets
Fuel derivatives designated as hedging
instruments
Foreign currency derivatives designated
as hedging instruments
Interest rate swaps designated as
hedging instruments
Interest rate swaps designated as
hedging instruments
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities
Other long-term liabilities
93
(In thousands)
Assets:
Interest rate swaps designated as
hedging instruments
Mutual Funds
Interest rate swaps designated as
hedging instruments
Mutual Funds
Liabilities:
Interest rate swaps designated as
hedging instruments
Interest rate swaps designated as
hedging instruments
Interest Rate Swap Contracts
Consolidated Balance Sheets Location
Level 1
Level 2
Level 3
Fair Value at August 3, 2019
Prepaid expenses and other current assets
Prepaid expenses and other current assets
Other assets
Other assets
Accrued expenses and other current liabilities
Other long-term liabilities
$
$
$
$
$
$
— $
7
$
— $
1,799
$
389
$
— $
145
$
— $
— $
16,360
— $
60,737
$
$
—
—
—
—
—
—
The fair values of interest rate swap contracts are measured using Level 2 inputs. The interest rate swap contracts are valued using
an income approach interest rate swap valuation model incorporating observable market inputs including interest rates, LIBOR
swap rates and credit default swap rates. As of August 1, 2020, a 100 basis point increase in forward LIBOR interest rates would
increase the fair value of the interest rate swaps by approximately $60.4 million; a 100 basis point decrease in forward LIBOR
interest rates would decrease the fair value of the interest rate swaps by approximately $57.1 million. Refer to Note 9—Derivatives
for further information on interest rate swap contracts.
Mutual Funds
Mutual fund assets consist of balances held in investments to fund certain deferred compensation plans. The fair values of mutual
fund assets are based on quoted market prices of the mutual funds held by the plan at each reporting period. Mutual funds traded
in active markets are classified within Level 1 of the fair value hierarchy.
Fuel Supply Agreements and Derivatives
To reduce diesel price risk, the Company has entered into derivative financial instruments and/or forward purchase commitments
for a portion of our projected monthly diesel fuel requirements at fixed prices. The fair values of fuel derivative agreements are
measured using Level 2 inputs. As of August 1, 2020, the Company’s outstanding fuel supply agreements and derivative agreements
had fair values with a net liability of $0.1 million. As of August 3, 2019, the Company had no outstanding fuel supply agreements
and derivative agreements.
Foreign Exchange Derivatives
To reduce foreign exchange risk, the Company has entered into derivative financial instruments for a portion of our projected
monthly foreign currency requirements at fixed prices. The fair values of foreign exchange derivatives are measured using Level
2 inputs. As of August 1, 2020, the Company’s outstanding foreign exchange derivatives had fair values with a net liability of $0.2
million. As of August 3, 2019, the Company’s outstanding foreign currency forward contracts were immaterial.
Fair Value Estimates
For certain of the Company’s financial instruments including cash and cash equivalents, receivables, accounts payable, accrued
vacation, compensation and benefits, and other current assets and liabilities the fair values approximate carrying amounts due to
their short maturities. The fair value of notes receivable is estimated by using a discounted cash flow approach calculated by
applying a market rate for similar instruments using Level 3 inputs. The fair value of debt is estimated based on market quotes,
where available, or market values for similar instruments, using Level 2 and 3 inputs. In the table below, the carrying value of the
Company’s long-term debt is net of original issue discounts and debt issuance costs. Refer to Note 1—Significant Accounting
Policies for additional information regarding the fair value hierarchy.
94
(in thousands)
Notes receivable, including current portion
Long-term debt, including current portion
NOTE 9—DERIVATIVES
Management of Interest Rate Risk
August 1, 2020
August 3, 2019
Carrying Value
Fair Value
Carrying Value
Fair Value
$
$
77,598
2,497,626
$
$
78,877
2,535,851
$
$
46,320
2,906,483
$
$
46,320
2,730,271
The Company enters into interest rate swap contracts from time to time to mitigate its exposure to changes in market interest rates
as part of its overall strategy to manage its debt portfolio to achieve an overall desired position of notional debt amounts subject
to fixed and floating interest rates. Interest rate swap contracts are entered into for periods consistent with related underlying
exposures and do not constitute positions independent of those exposures. The Company’s interest rate swap contracts are designated
as cash flow hedges at August 1, 2020. Interest rate swap contracts are reflected at their fair values in the Consolidated Balance
Sheets. Refer to Note 8—Fair Value Measurements of Financial Instruments for further information on the fair value of interest
rate swap contracts.
95
Details of outstanding swap contracts as of August 1, 2020, which are all pay fixed and receive floating, are as follows:
Effective Date
Swap Maturity
Outstanding
Notional Value
(in millions)
October 26, 2018
October 31, 2020
$
June 9, 2016
June 24, 2016
January 23, 2019
April 2, 2019
June 10, 2019
April 29, 2021
April 29, 2021
April 29, 2021
June 30, 2021
June 30, 2021
November 30, 2018
October 29, 2021
March 21, 2019
April 2, 2019
June 28, 2019
August 3, 2015(1)
August 3, 2015(2)
October 26, 2018
January 11, 2019
January 23, 2019
October 30, 2020(3)
November 16, 2018
January 23, 2019
April 29, 2021(4)
June 30, 2021(5)
November 30, 2018
October 29, 2021(6)
October 26, 2018
January 11, 2019
January 23, 2019
April 15, 2022
June 30, 2022
June 30, 2022
August 15, 2022
August 15, 2022
October 31, 2022
October 31, 2022
October 31, 2022
October 31, 2022
March 31, 2023
March 31, 2023
April 28, 2023
June 30, 2023
September 30, 2023
October 20, 2023
October 31, 2023
March 28, 2024
March 28, 2024
November 30, 2018
October 31, 2024
January 11, 2019
January 24, 2019
October 26, 2018
October 31, 2024
October 31, 2024
October 22, 2025
November 16, 2018
October 22, 2025
November 16, 2018
October 22, 2025
January 24, 2019
October 22, 2025
100.0
25.0
25.0
50.0
100.0
50.0
100.0
100.0
100.0
50.0
55.5
37.0
100.0
50.0
50.0
—
150.0
50.0
—
—
50.0
—
100.0
100.0
100.0
100.0
100.0
50.0
50.0
50.0
50.0
50.0
Pay Fixed Rate
2.8240%
Receive Floating Rate(7)
One-Month LIBOR
1.0650%
One-Month LIBOR
0.9260%
One-Month LIBOR
2.5500%
One-Month LIBOR
2.2520%
One-Month LIBOR
2.2290%
One-Month LIBOR
2.8084%
One-Month LIBOR
2.3645%
One-Month LIBOR
2.2170%
One-Month LIBOR
2.1840%
One-Month LIBOR
1.7950%
One-Month LIBOR
1.7950%
One-Month LIBOR
2.8915%
One-Month LIBOR
2.4678%
One-Month LIBOR
2.5255%
One-Month LIBOR
0.4540%
One-Month LIBOR
2.8950%
One-Month LIBOR
2.5292%
One-Month LIBOR
0.5680%
One-Month LIBOR
0.6070%
One-Month LIBOR
2.8315%
One-Month LIBOR
0.6810%
One-Month LIBOR
2.9210%
One-Month LIBOR
2.4770%
One-Month LIBOR
2.5420%
One-Month LIBOR
2.8480%
One-Month LIBOR
2.5010%
One-Month LIBOR
2.5210%
One-Month LIBOR
2.9550%
One-Month LIBOR
2.9580%
One-Month LIBOR
2.9590%
One-Month LIBOR
2.5558%
One-Month LIBOR
Floating Rate
Reset Terms
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
(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.
$
1,992.5
(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.
96
The Company performs an initial quantitative assessment of hedge effectiveness using the “Hypothetical Derivative Method” in
the period in which the hedging transaction is entered. Under this method, the Company assesses the effectiveness of each hedging
relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the
designated hedged transactions. In future reporting periods, the Company performs a qualitative analysis for quarterly prospective
and retrospective assessments of hedge effectiveness. The Company also monitors the risk of counterparty default on an ongoing
basis and noted that the counterparties are reputable financial institutions. The entire change in the fair value of the derivative is
initially reported in Other comprehensive income (outside of earnings) in the Consolidated Statements of Comprehensive Income
and subsequently reclassified to earnings in Interest expense, net in the Consolidated Statements of Operations when the hedged
transactions affect earnings.
The location and amount of gains or losses recognized in the Consolidated Statements of Operations for interest rate swap contracts
for each of the periods, presented on a pretax basis, are as follows:
(In thousands)
Total amounts of expense line items presented in the Consolidated Statements of
Operations in which the effects of cash flow hedges are recorded
(Loss) or gain on cash flow hedging relationships:
(Loss) or gain reclassified from comprehensive income into income
Gain or (loss) on interest rate swap contracts not designated as hedging
instruments:
Gain or (loss) recognized as interest expense
Interest Expense, net
2020
2019
2018
$
$
$
191,607
$
180,789
(24,505) $
— $
13
51
$
$
$
16,025
827
—
NOTE 10—LONG-TERM DEBT
The Company’s long-term debt consisted of the following:
(in thousands)
Term Loan Facility
ABL Credit Facility
Other secured loans
Debt issuance costs, net
Original issue discount on debt
Long-term debt, including current portion
Less: current portion of long-term debt
Long-term debt
Average Interest
Rate at
August 1, 2020
Fiscal Maturity
Year
4.41%
1.58%
5.19%
2026
2024
2024-2025
August 1, 2020
August 3, 2019
$
1,773,000
$
1,864,900
756,712
49,268
(45,846)
(35,508)
2,497,626
(70,632)
1,080,000
57,649
(54,891)
(41,175)
2,906,483
(87,433)
$
2,426,994
$
2,819,050
Future maturities of long-term debt, excluding debt issuance costs and original issue and purchase accounting discounts on debt,
as of August 1, 2020, consist of the following:
Fiscal Year
2021
2022
2023
2024
2025
2026 and thereafter
$
(In thousands)
84,773
13,465
14,196
764,669
18,877
1,683,000
$
2,578,980
97
ABL Credit Facility
On August 30, 2018, the Company entered into a loan agreement (as amended by that certain First Amendment to Loan Agreement,
dated as of October 19, 2018, as further amended by that certain Second Amendment to Loan Agreement, dated January 24, 2019,
and as further amended by that certain Third Amendment to Loan Agreement, dated as of August 14, 2020, the “ABL Loan
Agreement”), by and among the Company and United Natural Foods West, Inc. (together with the Company, the “U.S. Borrowers”)
and UNFI Canada, Inc. (the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the financial institutions
that are parties thereto as lenders (collectively, the “ABL Lenders”), Bank of America, N.A. as administrative agent for the ABL
Lenders (the “ABL Administrative Agent”), Bank of America, N.A. (acting through its Canada branch), as Canadian agent for the
ABL Lenders, and the other parties thereto.
On August 14, 2020, the Company entered into the Third Amendment to Loan Agreement, which provides for, among other things,
(i) the addition of certain perishable inventory to the calculation of the Borrowing Base (as defined in the ABL Loan Agreement),
(ii) the addition of income attributable to the business associated with the Cub Foods banner and the Shoppers banner accounted
for within discontinued operations to the definition of Consolidated Net Income (as defined in the ABL Loan Agreement), (iii) an
increase of the sublimit of availability for letters of credit to $300 million which includes an increased further sublimit for the
Canadian Borrower of $25 million, and (iv) other administrative changes.
The ABL Loan Agreement provides for a secured asset-based revolving credit facility (the “ABL Credit Facility” and the loans
thereunder, the “ABL Loans”), of which up to (i) $2,050.0 million is available to the U.S. Borrowers and (ii) $50.0 million is
available to the Canadian Borrower. The ABL Loan Agreement also provides for (i) a $300.0 million sublimit of availability for
letters of credit of which there is a further $25.0 million sublimit for the Canadian Borrower, and (ii) a $100.0 million sublimit
for short-term borrowings on a swingline basis of which there is a further $3.5 million sublimit for the Canadian Borrower. The
ABL Credit Facility replaced the Company’s $900.0 million prior asset-based revolving credit facility. In addition, $1,475.0 million
of proceeds from the ABL Credit Facility were drawn to finance the Supervalu acquisition and related transaction costs on the
Supervalu acquisition date (the “Closing Date”).
Under the ABL Loan Agreement, the Borrowers may, at their option, increase the aggregate amount of the ABL Credit Facility in
an amount of up to $600.0 million without the consent of any ABL Lenders not participating in such increase, subject to certain
customary conditions and applicable lenders committing to provide the increase in funding. There is no assurance that additional
funding would be available.
The Borrowers’ obligations under the ABL Credit Facility are guaranteed by most of the Company’s wholly-owned subsidiaries
who are not also Borrowers (collectively, the “ABL Guarantors”), subject to customary exceptions and limitations. The Borrowers’
obligations under the ABL Credit Facility and the ABL Guarantors’ obligations under the related guarantees are secured by (i) a
first-priority lien on all of the Borrowers’ and ABL Guarantors’ accounts receivable, inventory and certain other assets arising
therefrom or related thereto (including substantially all of their deposit accounts, collectively, the “ABL Assets”) and (ii) a second-
priority lien on all of the Borrowers’ and ABL Guarantors’ assets that do not constitute ABL Assets, in each case, subject to
customary exceptions and limitations.
Availability under the ABL Credit Facility is subject to a borrowing base (the “Borrowing Base”), which is based on 90% of
eligible accounts receivable, plus 90% of eligible credit card receivables, plus 90% of the net orderly liquidation value of eligible
inventory, plus 90% of eligible pharmacy receivables, plus certain pharmacy scripts availability of the Borrowers, after adjusting
for customary reserves. The aggregate amount of the ABL Loans made and letters of credit issued under the ABL Credit Facility
shall at no time exceed the lesser of the aggregate commitments under the ABL Credit Facility (currently $2,100.0 million or, if
increased at the Borrowers’ option as described above, up to $2,700.0 million) or the Borrowing Base. To the extent that the
Borrowers’ Borrowing Base declines, the availability under the ABL Credit Facility may decrease below $2,100.0 million.
As of August 1, 2020, the U.S. Borrowers’ Borrowing Base, net of $254.7 million of reserves, was $2,047.8 million, which is
below the $2,050.0 million limit of availability to the U.S. Borrowers under the ABL Credit Facility. As of August 1, 2020, the
Canadian Borrower’s Borrowing Base, net of $3.9 million of reserves, was $39.6 million, which is below the $50.0 million limit
of availability to the Canadian Borrower under the ABL Credit facility, resulting in total availability of $2,087.4 million for ABL
Loans and letters of credit under the ABL Credit Facility. As of August 1, 2020, the U.S. Borrowers had $756.7 million of ABL
Loans outstanding, which are presented net of debt issuance costs of $9.9 million and are included in Long-term debt in the
Consolidated Balance Sheets, and the Canadian Borrower had no ABL Loans outstanding under the ABL Credit Facility. As of
August 1, 2020, the U.S. Borrowers had $95.9 million in letters of credit and the Canadian Borrower had no letters of credit
outstanding under the ABL Credit Facility. The Company’s resulting remaining availability under the ABL Credit Facility was
$1,234.8 million as of August 1, 2020.
98
The ABL Loans of the U.S. Borrowers under the ABL Credit Facility bear interest at rates that, at the U.S. Borrowers’ option, can
be either: (i) a base rate and an applicable margin, or (ii) a LIBOR rate and an applicable margin. As of August 1, 2020, the
applicable margin for base rate loans was 0.25%, and the applicable margin for LIBOR loans was 1.25%. The ABL Loan Agreement
contains provisions for the establishment of an alternative rate of interest in the event that LIBOR is no longer available. The ABL
Loans of the Canadian Borrower under the ABL Credit Facility bear interest at rates that, at the Canadian Borrower’s option, can
be either: (i) prime rate and an applicable margin, or (ii) a Canadian dollar bankers’ acceptance equivalent rate and an applicable
margin. As of August 1, 2020, the applicable margin for prime rate loans was 0.25%, and the applicable margin for Canadian
dollar bankers’ acceptance equivalent rate loans was 1.25%. Commencing on the first day of the calendar month following the
ABL Administrative Agent’s receipt of the Company’s aggregate availability calculation for the prior fiscal quarter, the applicable
margins for borrowings by the U.S. Borrowers and Canadian Borrower will be subject to adjustment based upon the aggregate
availability under the ABL Credit Facility. Unutilized commitments under the ABL Credit Facility are subject to a per annum fee
of (i) 0.375% if the average daily total outstandings were less than 25% of the aggregate commitments during the preceding fiscal
quarter, or (ii) 0.25% if such average daily total outstandings were 25% or more of the aggregate commitments during the preceding
fiscal quarter. As of August 1, 2020, the unutilized commitment fee was 0.25% per annum. The Borrowers are also required to
pay a letter of credit fronting fee to each letter of credit issuer equal to 0.125% per annum of the amount available to be drawn
under each such letter of credit, as well as a fee to all lenders equal to the applicable margin for LIBOR or Canadian dollar bankers’
acceptance equivalent rate loans, as applicable, times the average daily amount available to be drawn under all outstanding letters
of credit.
The ABL Loan Agreement subjects the Company to a fixed charge coverage ratio (as defined in the ABL Loan Agreement) of at
least 1.0 to 1.0 calculated at the end of each fiscal quarter on a rolling four quarter basis when the adjusted aggregate availability
(as defined in the ABL Loan Agreement) is less than the greater of (i) $235.0 million and (ii) 10% of the aggregate borrowing
base. The Company has not been subject to the fixed charge coverage ratio covenant under the ABL Loan Agreement, including
through the filing date of this Annual Report.
The assets included in the Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a
first-priority basis, and the unused credit and fees under the ABL Credit Facility, were as follows:
Assets securing the ABL Credit Facility (in thousands)(1):
Certain inventory assets included in Inventories and Current assets of discontinued operations
Certain receivables included in Accounts receivable, net and Current assets of discontinued operations
August 1, 2020
$
$
2,270,892
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
Letter of credit fees
Unused available credit
Unused facility fees
$
$
95,906
1.375%
1,234,758
0.25%
The ABL Loan Agreement contains other customary affirmative and negative covenants and customary representations and
warranties that must be accurate in order for the Borrowers to borrow under the ABL Credit Facility. The ABL Loan Agreement
also contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties,
covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the ABL Credit
Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Borrowers may
be required immediately to repay all amounts outstanding under the ABL Loan Agreement.
Term Loan Facility
On the Closing Date, the Company entered into a new term loan agreement (the “Term Loan Agreement”), by and among the
Company and Supervalu (collectively, the “Term Borrowers”), the financial institutions that are parties thereto as lenders
(collectively, the “ Term Lenders”), Goldman Sachs Bank USA, as administrative agent for the Lenders, and the other parties
thereto. The Term Loan Agreement provides for senior secured first lien term loans in an aggregate principal amount of $1,950.0
million, consisting of a $1,800.0 million seven-year tranche (the “Term B Tranche”) and a $150.0 million 364-day tranche (the
“364-day Tranche” and, together with the Term B Tranche, collectively, the “Term Loan Facility”). The entire amount of the net
proceeds from the Term Loan Facility was used to finance the Supervalu acquisition and related transaction costs.
99
The loans under the Term B Tranche will be payable in full on October 22, 2025; provided that if on or prior to December 31,
2024 that certain Agreement for Distribution of Products, dated as of October 30, 2015, by and between Whole Foods Market
Distribution, Inc., a Delaware corporation, and the Company has not been extended until at least October 23, 2025 on terms not
materially less favorable, taken as a whole, to the Company and its subsidiaries than those in effect on the Closing Date, then the
loans under the Term B Tranche will be payable in full on December 31, 2024.
In fiscal 2020, the Company made mandatory prepayments and voluntary prepayments of $15.3 million and $5.8 million,
respectively, on the 364-day Tranche with asset sale proceeds. In connection with the prepayments, the Company incurred a loss
on debt extinguishment related to unamortized debt issuance costs of $0.1 million, which was recorded within Interest expense,
net in the Consolidated Statements of Operations for the first quarter of fiscal 2020.
The loans under the 364-day Tranche were then paid in full on October 21, 2019. The Company funded the scheduled maturity
of the $52.8 million outstanding borrowings under the 364-day Tranche with incremental borrowings under the ABL Credit Facility
on October 21, 2019.
Under the Term Loan Agreement, the Term Borrowers may, at their option, increase the amount of the Term B Tranche, add one
or more additional tranches of term loans or add one or more additional tranches of revolving credit commitments, without the
consent of any Term Lenders not participating in such additional borrowings, up to an aggregate amount of $656.3 million plus
additional amounts based on satisfaction of certain leverage ratio tests, subject to certain customary conditions and applicable
lenders committing to provide the additional funding. There can be no assurance that additional funding would be available.
The Term Borrowers’ obligations under the Term Loan Facility are guaranteed by most of the Company’s wholly-owned domestic
subsidiaries who are not also Term Borrowers (collectively, the “Term Guarantors”), subject to customary exceptions and
limitations, including an exception for immaterial subsidiaries designated by the Company from time to time. The Term Borrowers’
obligations under the Term Loan Facility and the Term Guarantors’ obligations under the related guarantees are secured by (i) a
first-priority lien on substantially all of the Term Borrowers’ and the Term Guarantors’ assets other than the ABL Assets and (ii)
a second-priority lien on substantially all of the Term Borrowers’ and the Term Guarantors’ ABL Assets, in each case, subject to
customary exceptions and limitations, including an exception for owned real property with net book values of less than $10.0
million. As of August 1, 2020, there was $599.9 million of owned real property pledged as collateral that was included in Property
and equipment, net in the Consolidated Balance Sheets.
The loans under the Term Loan Facility may be voluntarily prepaid, subject to certain minimum payment thresholds and the
payment of breakage or other similar costs. Under the Term Loan Facility, the Company is required, subject to certain exceptions
and customary reinvestment rights, to apply 100 percent of Net Cash Proceeds (as defined in the Term Loan Agreement) from
certain types of asset sales to prepay the loans outstanding under the Term Loan Facility. Commencing with the fiscal year ending
August 1, 2020, the Company must also prepay loans outstanding under the Term Loan Facility no later than 130 days after the
fiscal year end in an aggregate principal amount equal to a specified percentage (which percentage ranges from 0 to 75 percent
depending on the Consolidated First Lien Net Leverage Ratio (as defined in the Term Loan Agreement) as of the last day of such
fiscal year) of Excess Cash Flow (as defined in the Term Loan Agreement) in excess of $10 million for the fiscal year then ended,
minus any voluntary prepayments of the loans under the Term Loan Facility, the ABL Credit Facility (to the extent they permanently
reduce commitments under the ABL Facility) and certain other indebtedness made during such fiscal year. The amount of
prepayment from Excess Cash Flow generated in fiscal 2020 that is required in fiscal 2021 is $72.0 million.
The borrowings under the Term B Tranche of the Term Loan Facility bear interest at rates that, at the Term Borrowers’ option, can
be either: (i) a base rate and a margin of 3.25% or (ii) a LIBOR rate and a margin of 4.25%; provided that the LIBOR rate shall
never be less than 0.0%. The Term Loan Agreement contains provisions for the establishment of an alternative rate of interest in
the event that LIBOR is no longer available.
The Term Loan Agreement does not include any financial maintenance covenants but contains other customary affirmative and
negative covenants and customary representations and warranties. The Term Loan Agreement also contains customary events of
default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of
bankruptcy and insolvency, failure of any guaranty or security document supporting the Term Loan Facility to be in full force and
effect, and a change of control. If an event of default occurs and is continuing, the Term Borrowers may be required immediately
to repay all amounts outstanding under the Term Loan Agreement.
As of August 1, 2020, the Company had borrowings of $1,773.0 million and no amounts outstanding under the Term B Tranche
and 364-day Tranche, respectively, which are presented net of debt issuance costs of $36.0 million and an original issue discount
on debt of $35.2 million. As of August 1, 2020, $72.0 million of the Term B Tranche was classified as current, excluding debt
issuance costs and original issue discount on debt.
100
NOTE 11—COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Changes in Accumulated other comprehensive (loss) income by component net of tax for fiscal 2020, fiscal 2019 and fiscal 2018
are as follows:
(in thousands)
Accumulated other comprehensive (loss) income at July 29, 2017
Other comprehensive (loss) income before reclassifications
Amortization of cash flow hedge
Net current period Other comprehensive (loss) income
Accumulated other comprehensive (loss) income at July 28, 2018
Other comprehensive loss before reclassifications
Amortization of cash flow hedge
Net current period Other comprehensive loss
Accumulated other comprehensive loss at August 3, 2019
Other Cash
Flow
Derivatives
Benefit
Plans
Foreign
Currency
Swap
Agreements
Total
$
$
$
— $
— $ (15,262) $
1,299
$ (13,963)
—
—
—
—
—
—
(3,791)
—
(3,791)
4,219
(644)
3,575
428
(644)
(216)
— $
— $ (19,053) $
4,874
$ (14,179)
—
—
—
(32,458)
(1,029)
(61,277)
(94,764)
—
—
(10)
(10)
(32,458)
(1,029)
(61,287)
(94,774)
— $ (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
Amortization of cash flow hedges
Pension settlement charge
—
21
—
(2,296)
—
8,610
—
—
—
—
17,928
—
(2,296)
17,949
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)
Items reclassified out of Accumulated other comprehensive loss had the following impact on the Consolidated Statements of
Operations:
(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)
Pension settlement charges
Total reclassifications
Income tax benefit
Total reclassifications, net of tax
Swap agreements:
Reclassification of cash flow hedge
Income tax benefit (expense)
Total reclassifications, net of tax
Other cash flow hedges:
Reclassification of cash flow hedge
Income tax benefit
Total reclassifications, net of tax
$
(3,107) $
— $
11,303
8,196
1,882
—
—
—
Net periodic benefit income, excluding
service cost
Net periodic benefit income, excluding
service cost
—
—
—
— (Benefit) provision for income taxes
$
$
$
$
$
6,314
$
— $
—
24,505
6,577
17,928
29
8
21
$
$
$
$
(13) $
(827)
Interest expense, net
(3)
(183)
(Benefit) provision for income taxes
(10) $
(644)
— $
—
— $
— Cost of sales
— (Benefit) provision for income taxes
—
(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.
As of August 1, 2020, the Company expects to reclassify $46.4 million out of Accumulated other comprehensive loss into Interest
expense, net during the following twelve-month period.
101
NOTE 12—LEASES
The Company leases certain of its distribution centers, retail stores, office facilities, transportation equipment, and other operating
equipment from third parties. Many of these leases include renewal options. The Company’s lease agreements do not contain any
material residual value guarantees or material restrictive covenants.
Lease assets and liabilities are as follows (in thousands):
Lease Type
Operating lease assets
Finance lease assets
Total lease assets
Operating liabilities
Finance liabilities
Operating liabilities
Finance liabilities
Total lease liabilities
Consolidated Balance Sheets Location
August 1, 2020
Operating lease assets
Property and equipment, net
Current portion of operating lease liabilities
Current portion of long-term debt and finance lease liabilities
Long-term operating lease liabilities
Long-term finance lease liabilities
$
$
$
$
982,808
129,517
1,112,325
131,022
12,746
873,990
143,303
1,161,061
Lease assets and liabilities presented in the table above include lease contracts related to our discontinued operations, as the
Company expects to remain primarily obligated under these leases.
The Company’s lease cost under ASC 842 is as follows:
(in thousands)
Operating lease cost
Short-term lease cost
Variable lease cost
Sublease income
Sublease income
Other sublease income, net
Net operating lease cost(1)
Amortization of leased assets
Interest on lease liabilities
Finance lease cost
Total net lease cost
Consolidated Statements of Operations Location
August 1, 2020
Operating expenses
Operating expenses
Operating expenses
Operating expenses
Net sales
Restructuring, acquisition and integration related expenses(2)
Operating expenses
Interest expense, net
$
$
223,016
30,992
151,065
(3,504)
(22,543)
(5,075)
373,951
16,052
11,617
27,669
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.
On October 23, 2018, the Company received $101.0 million in aggregate proceeds, excluding taxes and closing costs, for the sale
and leaseback of its final distribution center of eight distribution center sale-leaseback transactions entered into by Supervalu in
April 2018. On October 26, 2018, the Company received $48.5 million in aggregate proceeds, excluding taxes and closing costs,
for the sale and leaseback of a separate distribution center under an agreement entered into by Supervalu in March 2018, as
amended. Both distribution center sale-leasebacks qualified for sale accounting, with the lease-backs being classified as operating
leases. No gain or loss was recognized or deferred on the sale of these facilities, as the fair value of these facilities as of the
Supervalu acquisition date was determined to be equal to their contractual sale–leaseback amounts.
102
In fiscal 2019, the Company entered into a lease for a new distribution facility in California for approximately 1.2 million square
feet. The Company had identified two buildings on the same distribution center campus: one in which it was deemed the accounting
owner of related to construction activity and another for which it was a lessee. Upon the adoption of ASC 842, the Company
continued to account for the building as if it was the accounting owner of due to ongoing construction activity. On February 24,
2020, the Company executed a purchase option to acquire the entire distribution center campus. Upon execution of the purchase
option, the previously constructed facility accounted for as an operating lease has been re-classified as a finance lease. Upon
completion of the construction in fiscal 2020, the Company did not qualify for sale accounting on the other building due to the
outstanding purchase option.
The Company leases certain of its distribution centers and leases most of its retail stores, and leases certain office facilities and
equipment from third parties. Many of these leases include renewal options and, in certain instances, also include options to
purchase. Rent expense, other operating lease expense and subtenant rentals all under operating leases included within Operating
expenses, and subtenant rentals under operating leases with customers included within Net sales, consisted of the following. Rent
expense as presented below under ASC 840 excludes variable lease rent that is included in total net lease cost under ASC 842 in
the table above.
(in thousands)
Rent expense(1)
Less subtenant rentals recorded in Net sales
Less subtenant rentals recorded in Operating expenses
Total net rent expense
2019
2018
$
$
211,807
$
(17,475)
(13,683)
180,649
$
88,697
—
(1,649)
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.
The Company leases certain property to third parties and receives lease and subtenant rental payments under operating leases,
including assigned leases for which the Company has future minimum lease payment obligations. Future minimum lease payments
(“Lease Liabilities”) include payments to be made by the Company or certain third parties in the case of assigned noncancellable
operating leases and finance leases. Future minimum lease and subtenant rentals (“Lease Receipts”) include expected cash receipts
from operating subleases, and in the case of assigned noncancellable leases receipts for stores sold to third parties, which they
operate. As of August 1, 2020, these Lease Liabilities and Lease Receipts consisted of the following (in thousands):
Lease Liabilities
Lease Receipts
Net Lease Obligations
Operating
Leases(1)
Finance
Leases(2)
Operating
Leases
Finance
Leases
Fiscal Year
2021
2022
2023
2024
2025
Thereafter
Total undiscounted lease liabilities
and receipts
Less interest(3)
Present value of lease liabilities
Less current lease liabilities
Long-term lease liabilities
$
226,081
217,353
184,360
157,528
114,577
868,870
$ 1,768,769
(763,757)
1,005,012
(131,022)
873,990
$
$
$
$
23,801
118,812
14,717
13,602
9,316
6,239
186,487
(30,438)
156,049
(12,746)
143,303
$
(51,750) $
(46,642)
(36,361)
(28,347)
(18,155)
(45,093)
Operating
Leases
174,331
170,711
147,999
129,181
96,422
823,777
— $
—
—
—
—
—
$
Finance
Leases
23,801
118,812
14,717
13,602
9,316
6,239
$ (226,348) $
— $ 1,542,421
$
186,487
(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.
103
As of August 3, 2019, future minimum lease payments to be made by the Company or certain third parties in the case of assigned
leases for noncancellable operating leases and finance leases, which have not been reduced for future minimum subtenant rentals
under certain operating subleases, including assignments, consisted of the following amounts (in thousands):
Lease Obligations
Lease Receipts
Capital
Leases
Operating
Leases
Capital
Leases
Net Lease Obligations
Capital
Leases
$
(55,922) $
(41,425)
(35,998)
(25,591)
(18,183)
(59,186)
Operating
Leases
(319) $
167,690
149,420
—
143,328
—
129,221
—
117,612
—
— 1,004,488
$
41,231
32,804
29,869
26,699
23,095
46,999
$ (236,305) $
(319) $ 1,711,759
$
200,697
Fiscal Year
2020
2021
2022
2023
2024
Thereafter
Total future minimum obligations
(receipts)
Less interest
Present value of capital lease
obligations
Less current capital lease obligations
Long-term capital lease obligations
$
$
Operating
Leases
223,612
190,845
179,326
154,812
135,795
1,063,674
$ 1,948,064
$
$
41,550
32,804
29,869
26,699
23,095
46,999
201,016
(68,138)
132,878
(24,670)
108,208
The following tables provide other information required by ASC 842:
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases
Finance leases
Weighted-average discount rate
Operating leases
Finance leases
Other Information
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Leased assets obtained in exchange for new finance lease liabilities
Leased assets obtained in exchange for new operating lease liabilities
NOTE 13—SHARE-BASED AWARDS
August 1, 2020
10.4 years
3.1 years
10.6%
8.8%
2020
231,272
9,334
19,972
93,060
195,087
$
As of August 1, 2020, the Company has restricted stock awards and performance share units and stock options under four equity
incentive plans: the 2002 Stock Incentive Plan; the 2004 Equity Incentive Plan, as amended; the 2012 Equity Incentive Plan, as
amended and restated; and the 2020 Equity Incentive Plan. The terms of each stock-based award will be determined by the Board
of Directors or the Compensation Committee. As of August 1, 2020, the Company has 2,865,125 shares authorized and available
for grant under the 2020 Equity Incentive Plan and the 2012 Equity Incentive Plan. The authorization for new grants under the
2002 Plan and 2004 Plan has expired.
104
Share-Based Compensation Expense
The following table presents information regarding share-based compensation expenses and the related tax impacts:
(in thousands)
Restricted stock awards
Supervalu replacement awards(1)
Performance-based share awards
Stock option awards
Share-based compensation expense recorded in Operating expenses
Income tax benefit
Share-based compensation expense, net of tax
Share-based compensation expense recorded in Restructuring, acquisition and
integration related expenses(2)
Income tax benefit
Share-based compensation expense recorded in Restructuring, acquisition and
integration related expenses, net of tax
2020
2019
2018
$
23,260
$
22,979
$
19,872
9,046
1,494
(111)
33,689
(9,043)
14,304
3,013
199
40,495
(10,458)
24,646
$
30,037
$
1,023
$
33,021
$
(275)
(8,870)
748
$
24,151
$
—
5,569
342
25,783
(6,538)
19,245
107
(29)
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.
Vesting requirements for awards are generally at the discretion of the Company’s Board of Directors, or the Compensation
Committee thereof. Time-based vesting awards for employees typically vest in three or four equal installments. The Board has
adopted a policy in connection with the 2020 Equity Incentive Plan that sets forward grant, vesting and settlement dates for equity
awards, a one-year vesting period for awards issued to non-employee directors has been established, and a three-year equal
installment vesting period for designated employee restricted stock awards. Performance awards are now set at a three-year cliff
vest, subject to achievement of the performance objective. As of August 1, 2020, there was $47.2 million of total unrecognized
compensation cost related to outstanding share-based compensation arrangements (including stock options, restricted stock units,
Supervalu replacement awards and performance-based restricted stock units) of which $6.3 million relates to Supervalu
Replacement Awards. Unrecognized compensation cost related to Replacement Options is de minimis. This cost is expected to be
recognized over a weighted-average period of 1.9 years.
Restricted Stock Awards
The fair value of restricted stock units and performance share units are determined based on the number of units granted and the
quoted price of the Company’s common stock as of the grant date. The following summary presents information regarding restricted
stock units, Supervalu replacement awards and performance units:
105
Outstanding at July 29, 2017
Granted
Vested
Forfeited
Outstanding at July 28 2018
Supervalu replacement awards
Granted
Vested
Forfeited
Outstanding at August 3, 2019
Granted
Vested
Forfeited
Outstanding at August 1, 2020
(in thousands)
Number
of Shares
1,270,111
$
716,952
(434,730)
(207,731)
1,344,602
4,301,233
1,665,233
(2,038,290)
(852,045)
4,420,733
6,058,519
(1,043,628)
(2,018,975)
7,416,649
$
Weighted
Average
Grant-Date
Fair Value
44.56
40.06
47.24
41.38
41.78
32.50
23.30
34.81
30.83
31.11
7.67
20.59
12.39
18.54
2020
2019
2018
Intrinsic value of restricted stock units vested
$
21,007
$
36,071
$
12,420
Performance-Based Share Awards
During fiscal 2020, the Company granted 977,860 performance share units to its executives (subject to the issuance of up to
977,860 additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date
fair value of $8.07. These performance units are tied to fiscal 2020, 2021 and 2022 performance metrics, including adjusted EPS
Growth, adjusted return on invested capital (“ROIC”) and adjusted EBITDA leverage. There were no performance share units
forfeited during fiscal 2020, and as of August 1, 2020, there are 977,860 performance share units outstanding.
During fiscal 2019, the Company granted 339,282 performance share units to its executives (subject to the issuance of up to
339,282 additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date
fair value of $22.56. These performance units were tied to fiscal 2020 performance metrics, including adjusted EBITDA and
ROIC. During fiscal 2020 and fiscal 2019, there were 261,483 and 6,620, respectively, of performance share units forfeited, and
as of August 1, 2020, 71,539 performance share units have been earned and will be issued in fiscal 2021.
During fiscal 2018, the Company granted 109,100 performance share units to its executives (subject to the issuance of 109,100
additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value
of $39.74. These performance units were tied to fiscal 2019 performance metrics, the majority of which did not vest.
Stock Options
The Company did not grant stock options in fiscal 2020, 2019 or 2018.
106
The following summary presents information regarding outstanding stock options as of August 1, 2020 and changes during the
fiscal year then ended:
Outstanding at beginning of year
Exercised
Forfeited
Canceled
Outstanding at end of year
Exercisable at end of year
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
43.06
14.77
51.52
46.75
46.46
46.46
4.4 years
4.4 years
$
$
—
—
Number
of Options
1,769,237
$
(3,519)
(429,225)
(206,420)
1,130,073
1,130,073
$
The aggregate intrinsic value of options exercised during fiscal 2020, 2019 and 2018 was less than $0.1 million, $0.1 million and
$0.7 million, respectively.
Supervalu Replacement Awards
Pursuant to the Merger Agreement, dated as of July 25, 2018, as amended, each outstanding Supervalu stock option, whether
vested or unvested, that was unexercised immediately prior to the effective time of the Merger (“SVU Option”) was converted,
effective as of the effective time of the Merger, into a stock option exercisable for shares of common stock of the Company
(“Replacement Option”) in accordance with the adjustment provisions of the Supervalu stock plan pursuant to which such SVU
Option was granted and the Merger Agreement, with such Replacement Option generally having the same terms and conditions
as the underlying SVU Option. In addition, pursuant to the Merger Agreement, each outstanding Supervalu restricted share award,
restricted stock unit award, deferred share unit award and performance share unit award (“SVU Equity Award”) was converted,
effective as of the effective time of the Merger, into time-vesting awards (“Replacement Award”) with a settlement value equal
to the merger consideration ($32.50 per share) multiplied by the number of shares of Supervalu common stock subject to such
SVU Equity Award, and generally upon the same terms of the SVU Equity Award including the applicable change in control
termination protections. The Merger Agreement originally provided that the Replacement Awards were payable in cash, however,
the Merger Agreement was amended on October 10, 2018, to provide that the Replacement Awards could be settled in cash and/
or an equal value in shares of common stock of the Company.
On October 22, 2018, the Company authorized for issuance and registered on a Registration Statement on Form S-8 filed with the
SEC 5,000,000 shares of common stock for issuance in order to satisfy the Replacement Options and Replacement Awards. During
fiscal 2019, the Company issued 2,004,730 shares of common stock at an average price of $12.00 per share for $23.9 million of
cash, of which $0.4 million was received subsequent to the end of fiscal 2019. During fiscal 2020, the Company issued 1,349,655
shares of common stock at an average price of $10.66 per share for $14.3 million of cash.
The Replacement Awards are liability classified awards as they may ultimately be settled in cash or shares at the discretion of the
employee. The Replacement Awards liabilities are expensed over the service period based on the fixed value of $32.50 per share.
Retirement Provision
During the second quarter of fiscal 2019, after reviewing retirement provisions and practices for the treatment of equity awards
at comparable companies, the Compensation Committee of the Company’s Board of Directors determined to change the terms of
its long-term compensation awards to executives who might consider retiring and to better assure that their awards provided an
incentive to work for the long term best interests of the Company up to their termination date, and regardless of their retirement
plans. Accordingly, the Compensation Committee determined that time-based vesting restricted stock units, with the exception of
Replacement Awards, will continue to vest during retirement after termination of employment on the same terms as they would
if the executive had not retired, but without the requirement that they remain employed. Performance share-units will be treated
similarly on retirement, but subject to actual performance at the time achievement of performance objectives is measured. In
addition, an executive’s equity awards granted in the year of retirement will be prorated to reflect the service period prior to the
date of retirement. Retirement vesting will only be available to employees age 59 or older who voluntarily terminate employment
after at least 10 years of service to the Company. As a result of these retirement provisions, the Company recorded a share-based
compensation charge of approximately $6.6 million during the second quarter of fiscal 2019 related to the amendment of outstanding
awards. Future grants made to employees who are retirement eligible will result in an accelerated pattern of expense recognition
compared to non-retirement eligible employees.
107
NOTE 14—BENEFIT PLANS
The Company’s employees who participate are covered by various contributory and non-contributory pension, profit sharing or
401(k) plans. The Company’s primary defined benefit pension plans are the SUPERVALU INC. Retirement Plan, Unified Grocers
pension plan and certain supplemental executive retirement plans. These plans were closed to new participants and service crediting
ended for all participants as of December 31, 2007. Pay increases were reflected in the amount of benefits accrued in these plans
until December 31, 2012. Approximately 60% of the union employees participate in multiemployer retirement plans under collective
bargaining agreements. The remaining either participate in plans sponsored by the Company or are not currently eligible to
participate in a retirement plan. In addition to sponsoring both defined benefit and defined contribution pension plans, the Company
provides healthcare and life insurance benefits for eligible retired employees under postretirement benefit plans. The Company
also provides certain health and welfare benefits, including short-term and long-term disability benefits, to inactive disabled
employees prior to retirement. The terms of the postretirement benefit plans vary based on employment history, age and date of
retirement. For many retirees, the Company provides a fixed dollar contribution and retirees pay contributions to fund the remaining
cost.
For the defined benefit pension plans, the accumulated benefit obligation is equal to the projected benefit obligation. The benefit
obligation, fair value of plan assets and funded status of our defined benefit pension plans and other postretirement benefit plans
consisted of the following:
(in thousands)
Changes in Benefit Obligation
2020
2019
Pension Benefits
Other
Postretirement
Benefits
Pension Benefits
Other
Postretirement
Benefits
Benefit Obligation at beginning of year
$
2,709,274
$
37,682
$
— $
Benefit obligation at acquisition date of October 22, 2018
Plan amendment
Service cost
Interest cost
Actuarial loss (gain)
Settlements paid
Benefits paid
Benefit obligation at end of year
Changes in Plan Assets
—
—
—
57,495
276,635
(689,989)
(93,928)
2,259,487
—
—
54
943
719
—
(2,285)
37,113
2,499,954
—
—
75,706
249,899
—
(116,285)
2,709,274
—
52,276
(4,199)
173
1,447
(9,836)
—
(2,179)
37,682
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
Actual return on plan assets
Employer contributions
Settlements paid
Benefits paid
Fair value of plan assets at end of year
Unfunded status at end of year
—
261,839
16,099
(689,989)
(93,928)
1,990,568
—
845
2,601
—
(2,285)
12,404
2,305,020
303,696
4,116
—
(116,285)
2,496,547
$
(268,919) $
(24,709) $
(212,727) $
11,586
260
1,636
—
(2,239)
11,243
(26,439)
108
Net periodic benefit (income) cost and other changes in plan assets and benefit obligations recognized consist of the following:
(in thousands)
Net Periodic Benefit (Income) Cost
Service cost
Interest cost
Expected return on plan assets
Amortization of net actuarial gain
Pension settlement charge
Net periodic benefit (income) cost
Other Changes in Plan Assets and Benefits Obligations
Recognized in Other Comprehensive (Loss) Income
Prior service benefit
Amortization of prior service benefit
Net actuarial loss (gain)
Amortization of net actuarial loss
Total expense (benefit) recognized in Other comprehensive
(loss) income
Total expense (benefit) recognized in net periodic benefit cost
(income) and Other comprehensive (loss) income
2020
2019
Pension Benefits
Other
Postretirement
Benefits
Pension Benefits
Other
Postretirement
Benefits
$
— $
54
$
— $
57,495
(105,596)
—
11,303
(36,798)
—
—
108,990
—
108,990
943
(215)
(3,107)
—
(2,325)
—
1,400
89
1,707
3,196
75,706
(111,695)
—
—
(35,989)
—
—
57,902
—
57,902
173
1,447
(184)
—
—
1,436
(4,199)
—
(9,912)
—
(14,111)
$
72,192
$
871
$
21,913
$
(12,675)
On August 1, 2019, the Company amended the SUPERVALU Retirement Plan to provide for a lump sum settlement window. On
August 2, 2019, the Company sent plan participants lump sum settlement election offerings that committed the plan to pay certain
deferred vested pension plan participants and retirees, who make such an election, a lump sum payment in exchange for their
rights to receive ongoing payments from the plan. The lump sum payment amounts are equal to the present value of the participant’s
pension benefits, and were made to certain former (i) retired associates and beneficiaries who are receiving their monthly pension
benefit payment and (ii) terminated associates who are deferred vested in the plan, had not yet begun receiving monthly pension
benefit payments and who are not eligible for any prior lump sum offerings under the plan. Benefit obligations associated with
the lump sum offering have been incorporated into the funded status utilizing the actuarially determined lump sum payments based
on offer acceptances. As disclosed in the preceding two tables, in fiscal 2020, the plan made aggregate lump sum settlement
payments, which resulted in a non-cash pension settlement charges from the acceleration of a portion of the accumulated
unrecognized actuarial loss, which was based on the fair value of SUPERVALU Retirement Plan assets and remeasured liabilities.
As a result of the settlement payments reported in the second quarter of fiscal 2020, the SUPERVALU Retirement Plan obligations
were remeasured using a discount rate of 3.1 percent and the MP-2019 mortality improvement scale. This remeasurement resulted
in a $1.5 million decrease to Accumulated other comprehensive loss.
Estimated net actuarial loss expected to be amortized from Accumulated other comprehensive loss into net periodic benefit cost
for the defined benefit pension plans during fiscal 2021 is $0.8 million. The estimated net amount of prior service benefit and net
actuarial gain for the postretirement benefit plans that will be amortized from Accumulated other comprehensive loss into net
periodic benefit cost during fiscal 2021 is $2.7 million.
Amounts recognized in the Consolidated Balance Sheets as of August 1, 2020 and August 3, 2019 consist of the following:
(in thousands)
Accrued compensation and benefits
Pension and other postretirement benefit obligations
Total
Assumptions
August 1, 2020
August 3, 2019
Pension Benefits
Other
Postretirement
Benefits
Pension Benefits
Other
Postretirement
Benefits
$
$
1,500
267,419
268,919
$
$
— $
24,709
24,709
$
1,900
210,827
212,727
$
$
—
26,439
26,439
Weighted average assumptions used to determine benefit obligations and net periodic benefit cost consisted of the following:
109
Benefit obligation assumptions:
Discount rate
Net periodic benefit cost assumptions:
Discount rate
Rate of compensation increase
Expected return on plan assets(1)
2020
2019
1.74% - 2.37%
2.99% - 3.49%
2.99% - 3.49%
4.30% - 4.42%
—
—%
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.
The Company reviews and selects the discount rate to be used in connection with measuring our pension and other postretirement
benefit obligations annually. In determining the discount rate, the Company uses the yield on corporate bonds (rated AA or better)
that coincides with the cash flows of the plans’ estimated benefit payouts. The model uses a yield curve approach to discount each
cash flow of the liability stream at an interest rate specifically applicable to the timing of each respective cash flow. The model
totals the present values of all cash flows and calculates the equivalent weighted average discount rate by imputing the singular
interest rate that equates the total present value with the stream of future cash flows. This resulting weighted average discount rate
is then used in evaluating the final discount rate to be used.
For those retirees whose health plans provide for variable employer contributions, the assumed healthcare cost trend rate used in
measuring the accumulated postretirement benefit obligation before age 65 was 7.80 percent as of August 1, 2020. The assumed
healthcare cost trend rate for retirees before age 65 will decrease each year through fiscal 2029, until it reaches the ultimate trend
rate of 4.50 percent. For those retirees whose health plans provide for variable employer contributions, the assumed healthcare
cost trend rate used in measuring the accumulated postretirement benefit obligation after age 65 was 8.00 percent as of August 1,
2020. The assumed healthcare cost trend rate for retirees after age 65 will decrease through fiscal 2029, until it reaches the ultimate
trend rate of 4.50 percent. For those retirees whose health plans provide for a fixed employer contribution rate, a healthcare cost
trend is not applicable. The healthcare cost trend rate assumption would have had the following impact on the amounts reported:
a 100 basis point increase in the trend rate would increase the accumulated postretirement benefit obligation by approximately
$0.8 million as of the end of fiscal 2020 and would increase service and interest cost by less than $0.1 million. Conversely, a 100
basis point decrease in the healthcare cost trend rate would decrease the Company’s accumulated postretirement benefit obligation
as of the end of fiscal 2020 by approximately $0.7 million and would decrease service and interest cost by less than $0.1 million.
Pension Plan Assets
Pension plan assets are held in a master trust and invested in separately managed accounts and other commingled investment
vehicles holding domestic and international equity securities, domestic fixed income securities and other investment classes. The
Company employs a total return approach whereby a diversified mix of asset class investments is used to maximize the long-term
return of plan assets for an acceptable level of risk. Alternative investments are also used to enhance risk-adjusted long-term returns
while improving portfolio diversification. Risk is managed through diversification across asset classes, multiple investment
manager portfolios and both general and portfolio-specific investment guidelines. Risk tolerance is established through careful
consideration of the plan liabilities, plan funded status and our financial condition. This asset allocation policy mix is reviewed
annually and actual versus target allocations are monitored regularly and rebalanced on an as-needed basis. Plan assets are invested
using a combination of active and passive investment strategies. Passive, or “indexed” strategies, attempt to mimic rather than
exceed the investment performance of a market benchmark. The plan’s active investment strategies employ multiple investment
management firms. Managers within each asset class cover a range of investment styles and approaches and are combined in a
way that controls for capitalization, and style biases (equities) and interest rate exposures (fixed income) versus benchmark indices.
Monitoring activities to evaluate performance against targets and measure investment risk take place on an ongoing basis through
annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.
110
The asset allocation targets and the actual allocation of pension plan assets are as follows:
Asset Category
Domestic equity
International equity
Private equity
Fixed income
Real estate
Total
Target
2020
2019
22.4%
6.8%
5.3%
59.7%
5.8%
22.6%
6.0%
4.7%
60.4%
6.3%
22.1%
6.2%
4.2%
62.3%
5.2%
100.0%
100.0%
100.0%
The following is a description of the valuation methodologies used for investments measured at fair value:
Common stock - Valued at the closing price reported in the active market in which the individual securities are traded.
Common collective trusts - Investments in common/collective trust funds are stated at net asset value (“NAV”) as determined
by the issuer of the common/collective trust funds and is based on the fair value of the underlying investments held by the
fund less its liabilities. The majority of the common/collective trust funds have a readily determinable fair value and are
classified as Level 2. Other investments in common/collective trust funds determine NAV on a less frequent basis and/or have
redemption restrictions. For these investments, NAV is used as a practical expedient to estimate fair value.
Corporate bonds - Valued based on yields currently available on comparable securities of issuers with similar credit ratings.
When quoted prices are not available for identical or similar bonds, the fair value is based upon an industry valuation model,
which maximizes observable inputs.
Government securities - Certain government securities are valued at the closing price reported in the active market in which
the security is traded. Other government securities are valued based on yields currently available on comparable securities of
issuers with similar credit ratings.
Mortgage backed securities - Valued based on yields currently available on comparable securities of issuers with similar credit
ratings. When quoted prices are not available for identical or similar securities, the fair value is based upon an industry
valuation model, which maximizes observable inputs.
Mutual funds - Mutual funds are valued at the closing price reported in the active market in which the individual securities
are traded.
Private equity and real estate partnerships - Valued based on NAV provided by the investment manager, updated for any
subsequent partnership interests’ cash flows or expected changes in fair value. The NAV is used as a practical expedient to
estimate fair value.
Other - Consists primarily of options, futures, and money market investments priced at $1 per unit.
The valuation methods described above may produce a fair value calculation that may not be indicative of net realizable value or
reflective of future fair values. Furthermore, while the Company believes our valuation methods are appropriate and consistent
with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement.
111
The fair value of assets of our defined benefit pension plans held in master trusts as of August 1, 2020, by asset category, consisted
of the following (in thousands):
Common stock
Common collective trusts
Corporate bonds
Government securities
Mutual funds
Mortgage-backed securities
Other
Private equity and real estate partnerships
Level 1
Level 2
Level 3
Measured at
NAV as a
Practical
Expedient
$
334,194
$
— $
— $
— $
—
—
—
456
—
10,314
—
901,258
310,694
131,424
42,867
3,979
23,137
—
—
—
—
—
—
—
—
59,454
—
—
—
—
—
172,791
Total
334,194
960,712
310,694
131,424
43,323
3,979
33,451
172,791
Total plan assets at fair value
$
344,964
$
1,413,359
$
— $
232,245
$
1,990,568
The fair value of assets of our defined benefit pension plans held in master trusts as of August 3, 2019, by asset category, consisted
of the following (in thousands):
Common stock
Common collective trusts
Corporate bonds
Government securities
Mutual funds
Mortgage-backed securities
Other
Private equity and real estate partnerships
Level 1
Level 2
Level 3
Measured at
NAV as a
Practical
Expedient
Total
$
397,800
$
— $
— $
— $
397,800
—
—
—
469
—
5,603
—
1,046,590
362,251
248,872
62,254
10,920
73,745
—
—
—
—
—
—
—
—
83,504
1,130,094
—
—
—
—
—
204,539
362,251
248,872
62,723
10,920
79,348
204,539
Total plan assets at fair value
$
403,872
$
1,804,632
$
— $
288,043
$
2,496,547
Contributions
No minimum pension contributions are required to be made under either the SUPERVALU Retirement Plan or the Unified Grocers,
Inc. Cash Balance Plan under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) in fiscal 2021. The
Company expects to contribute approximately $0.0 million to $5.3 million to its other defined benefit pension plans and
postretirement benefit plans in fiscal 2021.
The Company funds its defined benefit pension plans based on the minimum contribution required under the Code, ERISA the
Pension Protection Act of 2006 and other applicable laws, as determined by our external actuarial consultant, and additional
contributions made at its discretion. The Company may accelerate contributions or undertake contributions in excess of the
minimum requirements from time to time subject to the availability of cash in excess of operating and financing needs or other
factors as may be applicable. The Company assesses the relative attractiveness of the use of cash including such factors as expected
return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit Guaranty Corporation variable rate
premiums or the ability to achieve exemption from participant notices of underfunding.
112
Estimated Future Benefit Payments
The estimated future benefit payments to be made from our defined benefit pension and other postretirement benefit plans, which
reflect expected future service, are as follows (in thousands):
Fiscal Year
2021
2022
2023
2024
2025
Years 2026-2030
Defined Contribution Plans
Pension Benefits
Other
Postretirement
Benefits
$
117,700
$
112,900
114,500
118,000
123,200
592,300
3,800
3,600
3,400
3,200
3,000
12,000
The Company sponsors defined contribution and profit sharing plans pursuant to Section 401(k) of the Internal Revenue Code.
Employees may contribute a portion of their eligible compensation to the plans on a pre-tax basis. We match a portion of certain
employee contributions by contributing cash into the investment options selected by the employees. The total amount contributed
by us to the plans is determined by plan provisions or at our discretion. Total employer contribution expenses for these plans were
$21.0 million, $21.0 million and $11.6 million for fiscal 2020, 2019 and 2018, respectively.
Post-Employment Benefits
The Company recognizes an obligation for benefits provided to former or inactive employees. The company is self-insured for
certain disability plan programs, which comprise the primary benefits paid to inactive employees prior to retirement.
Amounts recognized in the Consolidated Balance Sheets consisted of the following (in thousands):
Accrued compensation and benefits
Other long-term liabilities
Total
Multiemployer Pension Plans
Post-Employment Benefits
August 1, 2020
August 3, 2019
$
$
2,356
5,053
7,409
$
$
2,356
5,053
7,409
The Company contributes to various multiemployer pension plans under collective bargaining agreements, primarily defined
benefit pension plans. These multiemployer plans generally provide retirement benefits to participants based on their service to
contributing employers. The benefits are paid from assets held in trust for that purpose. Plan trustees typically are responsible for
determining the level of benefits to be provided to participants as well as the investment of the assets and plan administration.
Trustees are appointed in equal number by employers and the unions that are parties to the relevant collective bargaining agreements.
Expense is recognized in connection with these plans as contributions are funded, in accordance with GAAP. The Company
acquired multiemployer plan obligations related to continuing and discontinued operations as part of the Supervalu acquisition.
The risks of participating in these multiemployer plans are different from the risks associated with single-employer plans in the
following respects:
a. Assets contributed to the multiemployer plan by one employer are held in trust and may be used to provide benefits to
b.
c.
employees of other participating employers.
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the
remaining participating employers.
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.
113
The Company’s participation in these plans is outlined in the table below. The EIN-Pension Plan Number column provides the
Employer Identification Number (“EIN”) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent
Pension Protection Act (“PPA”) zone status available in 2019 relates to the plans’ most recent fiscal year-end. The zone status is
based on information that we received from the plan and is annually certified by each plan’s actuary. Among other factors, red
zone status plans are generally less than 65 percent funded and are considered in critical status, plans in yellow zone status are
less than 80 percent funded and are considered in endangered or seriously endangered status, and green zone plans are at least 80
percent funded. The Multiemployer Pension Reform Act of 2014 (“MPRA”) created a new zone status called “critical and declining”
or “Deep Red”. Plans are generally considered Deep Red if they are projected to become insolvent within 15 years. The FIP/RP
Status Pending/Implemented column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”)
is either pending or has been implemented by the trustees of each plan.
Certain plans have been aggregated in the All Other Multiemployer Pension Plans line in the following table, as the contributions
to each of these plans are not individually material. None of our collective bargaining agreements require that a minimum
contribution be made to these plans.
At the date the financial statements were issued, Forms 5500 of the plans were generally not available for the plan years ending
in 2019.
The following table contains information about the Company’s significant multiemployer plans (in millions):
Pension
Protection
Act Zone
Status
Contributions
EIN-Pension
Plan
Number
Plan
Month/Day
End Date
FIP/RP Status
Pending/
Implemented
2020
2020
2019
Surcharges
Imposed(1)
Amortization
Provisions
Pension Fund
Minneapolis Food
Distributing Industry
Pension Plan
Minneapolis Retail Meat
Cutters and Food
Handlers Pension Fund
Minneapolis Retail Meat
Cutters and Food
Handlers Variable
Annuity Pension Fund
Central States, Southeast
and Southwest Areas
Pension Fund
UFCW Unions and
Participating Employer
Pension Fund(2)
Western Conference of
Teamsters Pension Plan
Trust
416047047-
001
410905139-
001
832598425-
001
366044243-
001
526117495-
001
916145047-
001
12/31
Green
No
$
11
$
2/28
Red
Implemented
12/31
NA
NA
12/31
Deep Red
Implemented
12/31
Red
Implemented
9
3
6
7
8
7
1
5
4
12/31
Green
No
13
12
UFCW Unions and
Employers Pension Plan
396069053-
001
10/31
Deep Red
Implemented
All Other Multiemployer
Pension Plans(3)
Total
1
2
1
3
$
52
$
41
No
No
NA
No
No
No
No
(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.
114
The following table describes the expiration of the Company’s collective bargaining agreements associated with the significant
multiemployer plans in which we participate:
Pension Fund
Minneapolis Food Distributing Industry
Pension Plan
Minneapolis Retail Meat Cutters and Food
Handlers Pension Fund
Minneapolis Retail Meat Cutters and Food
Handlers Variable Annuity Pension Fund
Central States, Southeast and Southwest
Areas Pension Fund
UFCW Unions and Participating
Employer Pension Fund(2)
Western Conference of Teamsters Pension
Plan Trust
UFCW Unions and Employers Pension
Plan
Most Significant Collective
Bargaining Agreement
Range of Collective
Bargaining
Agreement Expiration
Dates
Total Collective
Bargaining
Agreements
Expiration
Date
% of Associates
under Collective
Bargaining
Agreement (1)
Over 5%
Contributions
2020
5/31/2022
3/4/2023
3/4/2023
9/14/2019 -
5/31/2025
11/8/2020
5/31/2020 -
4/22/2023
4/9/2022
1
1
1
4
2
15
1
5/31/2022
3/4/2023
3/4/2023
8/3/2024
11/8/2020
9/19/2020
100.0%
100.0%
100.0%
39.2%
66.2%
20.7%
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 connection with the closure of the Shop ‘n Save locations and the acquisition of Supervalu, we acquired a $35.7 million
multiemployer pension plan withdrawal liability, under which payments will be made over the next 20 years and is included in
Other long-term liabilities. In addition, the Company had withdrawal liabilities related to five of its other multi-employer plans
of approximately $9.7 million.
In connection with the Company’s consolidation of distribution centers in the Pacific Northwest, during the second quarter of
fiscal 2020, the Company recorded a $10.6 million multiemployer pension plan withdrawal liability, under which payments will
be made over a one-year period beginning in fiscal 2022. The withdrawal liability is included in Other long-term liabilities and
the withdrawal charge was recorded within Restructuring, acquisition and integration related expenses.
Accrued multiemployer pension plan withdrawal liabilities included in other-long-term liabilities were $51.6 million and $43.2
million, in fiscal 2020 and 2019 respectively for seven multiemployer plans.
The Company contributed $52.3 million, $41.3 million and $0.5 million in fiscal 2020, 2019 and 2018, respectively, to
multiemployer pension plans.
Multiemployer Postretirement Benefit Plans Other than Pensions
The Company also makes contributions to multiemployer health and welfare plans in amounts set forth in the related collective
bargaining agreements. These plans provide medical, dental, pharmacy, vision and other ancillary benefits to active employees
and retirees as determined by the trustees of each plan. The vast majority of the Company’s contributions benefit active employees
and as such, may not constitute contributions to a postretirement benefit plan. However, the Company is unable to separate
contribution amounts to postretirement benefit plans from contribution amounts paid to benefit active employees.
The company contributed $88.5 million and $72.5 million in fiscal 2020 and fiscal 2019, respectively, to multiemployer health
and welfare plans. If healthcare provisions within these plans cannot be renegotiated in a manner that reduces the prospective
healthcare cost as we intend, our Operating expenses could increase in the future.
115
Collective Bargaining Agreements
As of August 1, 2020, we had approximately 28,300 employees. Approximately 11,800 employees are covered by 51 collective
bargaining agreements. During fiscal 2020, 2 collective bargaining agreements covering approximately 200 employees were
renegotiated and 7 collective bargaining agreements covering approximately 1,600 employees expired without their terms being
renegotiated. Negotiations are expected to continue with the bargaining units representing the employees subject to those
agreements. During fiscal 2021, 19 collective bargaining agreements covering approximately 1,400 employees are scheduled to
expire.
NOTE 15—INCOME TAXES
Income Tax (Benefit) Expense
For the fiscal year ended August 1, 2020, (loss) income before income taxes, consists of $(340.8) million from U.S. continuing
operations and $(3.6) million) from foreign continuing operations. For the fiscal year ended August 3, 2019, (loss) income before
income taxes consists of $(351.6) million from U.S. continuing operations and $7.0 million from foreign continuing operations.
For the fiscal year ended July 28, 2018, income before income taxes consists of $202.6 million from U.S. operations and $7.4
million from foreign operations.
The total (benefit) provision for income taxes included in the Consolidated Statements of Operations consisted of the following:
(in thousands)
Continuing operations
Discontinued operations
Total
2020
2019
2018
$
$
(90,445) $
(58,936) $
(4,465)
(3,723)
(94,910) $
(62,659) $
47,215
—
47,215
The income tax expense (benefit) in continuing operations for fiscal 2020, 2019 and 2018 was allocated as follows:
(in thousands)
Income tax expense
Other comprehensive income
Total
2020
2019
2018
$
$
(90,445) $
(58,936) $
(45,700)
(33,854)
(136,145) $
(92,790) $
47,215
1,561
48,776
Total federal, state, and foreign income tax (benefit) expense in continuing operations consists of the following:
(in thousands)
Fiscal 2020
U.S. Federal
State and Local
Foreign
Fiscal 2019
U.S. Federal
State and Local
Foreign
Fiscal 2018
U.S. Federal
State and Local
Foreign
$
$
$
$
$
$
116
Current
Deferred
Total
(22,681) $
(45,315) $
654
2,515
(23,058)
(2,560)
(67,996)
(22,404)
(45)
(19,512) $
(70,933) $
(90,445)
(61,208) $
(58,936)
11,402
$
(59,528) $
(11,049)
1,919
2,272
46,210
13,310
2,374
$
$
(1,767)
87
(16,508) $
1,878
(49)
61,894
$
(14,679) $
(48,126)
(12,816)
2,006
29,702
15,188
2,325
47,215
Total income tax expense (benefit) in continuing operations was different than the amounts computed by applying the statutory
federal income tax rate to income before income taxes because of the following:
State and local income tax, net of Federal income tax benefit
(19,344)
(17,524)
2020
2019
2018
$
(72,335) $
(70,740) $
3,033
2,715
(1,855)
(7,441)
44,226
—
(39,497)
53
5,670
125
(1,757)
(8,130)
32,619
—
—
801
57,499
10,501
955
149
(552)
618
—
(21,719)
—
(236)
$
(90,445) $
(58,936) $
47,215
(in thousands)
Computed “expected” tax expense
Non-deductible expenses
Tax effect of share-based compensation
General business credits
Unrecognized tax benefits
Nondeductible goodwill impairment
Impacts related to the TCJA
Impacts related to the CARES Act
Other, net
Total income tax expense
Uncertain Tax Positions
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
(in thousands)
Unrecognized tax benefits at beginning of period
Unrecognized tax benefits added during the period
Unrecognized tax benefits assumed in a business combination
Decreases in unrecognized tax benefits due to statute expiration
Decreases in unrecognized tax benefits due to settlements
2020
2019
2018
$
40,142
$
1,104
$
5,950
—
(1,595)
(12,375)
—
49,566
(10,528)
—
478
626
—
—
—
Unrecognized tax benefits at end of period
$
32,122
$
40,142
$
1,104
In addition, the Company has $8.4 million paid on deposit to various governmental agencies to cover the above liability. The
Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. For fiscal 2020, 2019 and
2018, total accrued interest and penalties was $7.0 million, $15.6 million, and $0.1 million, respectively.
The Company is currently under examination in several taxing jurisdictions and remains subject to examination until the statute
of limitations expires for the respective taxing jurisdiction or an agreement is reached between the taxing jurisdiction and the
Company. As of August 1, 2020, the Company is no longer subject to federal income tax examinations for fiscal years before 2014
and in most states is no longer subject to state income tax examinations for fiscal years before 2008 and 2015 for Supervalu and
United Natural Foods, Inc., respectively. Due to the implementation of the CARES Act, NOLs were carried back into fiscal years
2014 and 2015, which extends the federal statute of limitations on those years up to the amount of the carryback claim.
Based on the possibility of the closing of pending audits and appeals, or expiration of the statute of limitations, it is reasonably
possible that the amount of unrecognized tax benefits will decrease by up to $8.3 million during the next 12 months.
117
Deferred Tax Assets and Liabilities
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and deferred tax liabilities
at August 1, 2020 and August 3, 2019 are presented below:
(in thousands)
Deferred tax assets:
Inventories, principally due to additional costs inventoried for tax purposes
Compensation and benefits related
Accounts receivable, principally due to allowances for uncollectible accounts
Accrued expenses
Net operating loss carryforwards
Other tax carryforwards (interest, charitable contributions)
Foreign tax credits
Intangible assets
Interest rate swap agreements
Other deferred tax assets
Total gross deferred tax assets
Less valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Plant and equipment, principally due to differences in depreciation
Inventories
Intangible assets
Other
Total deferred tax liabilities
Net deferred tax assets
CARES Act
August 1,
2020
August 3,
2019
$
78
$
2
103,312
100,942
12,217
32,844
13,464
6,971
445
67,226
36,949
5,258
278,764
(3,098)
275,666
125,463
42,579
—
—
168,042
$
$
$
$
$
107,624
$
3,355
15,022
44,396
10,143
445
5,869
20,518
2,946
203,638
(445)
203,193
117,195
51,392
1,016
370
169,973
33,220
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 and contains significant
business tax provision changes to the U.S. tax code, including temporary expansion to the deductibility of interest expense and
the ability to treat qualified improvement property as eligible for bonus depreciation as well as the ability to carry back net operating
losses. In addition, the CARES Act changed the required filing of the Company’s federal income tax return from May 2020 to
July 2020, and allows remittances of employer FICA payments previously due between March 2020 and December 2020 to be
deferred until December 2021 and December 2022. Prior to the application of the CARES Act, the Company had a deferred tax
asset related to $203 million of federal net operating losses that were available for unlimited carryforward (but no carryback)
pursuant to provisions of the 2017 Tax Cuts and Jobs Act, which permitted taxpayers to carryforward net operating losses
indefinitely. The CARES Act provides the Company the ability to carry these losses back at a 35% federal tax rate during the carry
back periods, as compared to the current 21% federal tax rate. This resulted in a tax benefit of approximately $39.5 million, an
estimate of which the Company recorded in the third quarter of Fiscal 2020, and which was finalized during the fourth quarter of
fiscal 2020. The entire tax benefit associated with the net operating loss carry back has been recorded as a current tax receivable
in the Consolidated Balance Sheet as of August 1, 2020.
Tax Credits and Valuation Allowances
At August 1, 2020, the Company had gross deferred tax assets of approximately $278.8 million. The Company regularly reviews
its deferred tax assets for recoverability to evaluate whether it is more likely than not that they will be realized. In making this
evaluation, the Company considers the statutory recovery periods for the assets, along with available sources of future taxable
income, including reversals of existing taxable temporary differences, tax planning strategies, history of taxable income, and
projections of future income. The Company gives more significance to objectively verifiable evidence, such as the existence of
deferred tax liabilities that are forecast to generate taxable income within the relevant carryover periods, and a history of earnings.
A valuation allowance is provided when the Company concludes, based on all available evidence, that it is more likely than not
that the deferred tax assets will not be realized during the applicable recovery period. The Company has reviewed these factors
118
in evaluating the recoverability of its deferred tax assets. As of August 1, 2020, the Company anticipates sufficient future taxable
income to realize all of its deferred tax assets within the applicable recovery periods with the exception of certain foreign tax
credits and state net operating losses. Accordingly, the Company has established valuation allowances against that portion of its
state net operating losses and foreign tax credits that, in the Company’ s judgment, are not likely to be realized within the applicable
recovery periods.
At August 1, 2020, the Company had net operating loss carryforwards of approximately $4.1 million for federal income tax
purposes. Of this amount, approximately $2.3 million of the federal carryforwards are subject to an annual limitation of
approximately $0.3 million under Internal Revenue Code Section 382. These Section 382-limited carryforwards expire at various
times between fiscal years 2021 and 2027. As of August 1, 2020, the Company anticipates sufficient future taxable income over
the periods in which the net operating losses can be utilized. The Company also has the availability of future reversals of taxable
temporary differences that are expected to generate taxable income in the future. Therefore, the ultimate realization of net operating
losses for federal purposes appears more likely than not at August 1, 2020 and correspondingly no valuation allowance has been
established.
At August 1, 2020, the Company had disallowed charitable contribution carryforwards of approximately $26.7 million that are
available for carryforward over five years. As of August 1, 2020, the Company anticipates sufficient future taxable income to fully
utilize the charitable contribution carryovers within the applicable five-year carryforward period and correspondingly, no valuation
allowance has been established.
The retained earnings of the Company’s non-U.S. subsidiary were subject to deemed U.S. repatriation and taxation during fiscal
2017 pursuant to the TCJA, and existing foreign tax credits were utilized to offset the resulting liability. We have established a
deferred tax asset for the remaining U.S. foreign tax credits of $0.4 million. Such credits are offset by a valuation allowance.
Effective Tax Rate
Our effective income tax rate for continuing operations was a benefit rate of 26.3% and 17.1% on pre-tax losses for fiscal 2020
and 2019 respectively and an expense rate of 22.1% on pre-tax income for fiscal 2018. The increase in the benefit rate for fiscal
2020 was primarily driven by the NOL carryback provisions of the CARES Act.
Other
Under ASU 2016-09, the Company accounts for excess tax benefits or tax deficiencies related to share-based payments in its
provision for income taxes as opposed to additional paid-in capital. The Company recognized income tax expense of $4.2 million
related to tax deficiencies for share-based payments for fiscal 2020, $1.6 million of income tax expense related to tax deficiencies
for share-based payments for fiscal 2019 and $1.1 million of income tax expense related to tax deficiencies for share-based
payments for fiscal 2018.
119
NOTE 16—EARNINGS PER SHARE
The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share:
(in thousands, except per share data)
Basic weighted average shares outstanding
Net effect of dilutive stock awards based upon the treasury stock method
Diluted weighted average shares outstanding
2020
2019
2018
53,778
—
53,778
51,245
—
51,245
50,530
307
50,837
Basic (loss) earnings per share:
Continuing operations
Discontinued operations
Basic (loss) income per share
Diluted (loss) earnings per share:
Continuing operations
Discontinued operations(1)
Diluted (loss) income per share
$
$
$
$
$
$
(4.81) $
(0.28) $
(5.10) $
(4.81) $
(0.28) $
(5.10) $
(5.57) $
0.02
$
(5.56) $
(5.57) $
0.02
$
(5.56) $
3.22
—
3.22
3.20
—
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.
NOTE 17—BUSINESS SEGMENTS
The Company has two reportable segments: Wholesale and Retail. These reportable segments are two distinct businesses, each
with a different customer base, marketing strategy and management structure. The Wholesale reportable segment is the aggregation
of two operating segments: U.S. Wholesale and Canada Wholesale. The U.S. Wholesale and Canada Wholesale operating segments
have similar products and services, customer channels, distribution methods and economic characteristics. Reportable segments
are reviewed on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has
occurred.
The Wholesale reportable segment is engaged in the national distribution of natural, organic, specialty, produce, and conventional
grocery and non-food products, and providing retail services in the United States and Canada. The Retail reportable segment
derives revenues from the sale of groceries and other products at retail locations operated by the Company. The Company has
additional operating segments that do not meet the quantitative thresholds for reportable segments and are therefore aggregated
under the caption of Other. Other includes a manufacturing division, which engages in the importing, roasting, packaging, and
distributing of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections, and the Company’s
branded product lines. Other also includes certain corporate operating expenses that are not allocated to operating segments, which
include, among other expenses, restructuring, acquisition and integration related expenses, share-based compensation, and salaries,
retainers, and other related expenses of certain officers and all directors. Wholesale records revenues related to sales to Retail at
gross margin rates consistent with sales to other similar wholesale customers of the acquired Supervalu business.
Segment earnings include revenues and costs attributable to each of the respective business segments and allocated corporate
overhead, based on the segment’s estimated consumption of corporately managed resources. The Company allocates certain
corporate capital expenditures and identifiable assets to its business segments and retains certain depreciation expense related to
those assets within Other. In fiscal 2020, the Company changed its measurement of segment profit, which resulted in additional
corporate expenses that were previously included in Other now being attributed to the Wholesale segment, and updated its segment
profit measure to Adjusted EBITDA. Prior period amounts have been recast to reflect these changes in segment profit. Non-
operating expenses that are not allocated to the operating segments are under the caption of Unallocated (Income)/Expenses.
120
The following table provides continuing operations net sales and Adjusted EBITDA by reportable segment and reconciles that
information to (Loss) income from continuing operations before income taxes:
(in thousands)
Net sales:
Wholesale(1)
Retail
Other
Eliminations
Total Net sales
Continuing operations Adjusted EBITDA:
Wholesale
Retail
Other
Eliminations
Adjustments:
Net income attributable to noncontrolling interests
Total other expense, net
Depreciation and amortization
Share-based compensation
Restructuring, impairment, acquisition, and integration related expenses
Goodwill and asset impairment
(Loss) gain on sale of assets
Note receivable and lost customer bankruptcy charge
Inventory fair value adjustment
Legal reserve charge
Other retail expense
(Loss) income from continuing operations before income taxes
Depreciation and amortization:
Wholesale
Retail
Other
Total depreciation and amortization
Capital expenditures:
Wholesale
Retail
Other
Total capital expenditures
2020
2019
2018
$
25,496,597
$
21,530,183
$
10,169,840
2,330,694
227,984
1,653,596
234,838
(1,541,008)
(1,111,161)
—
228,465
(171,622)
$
26,514,267
$
22,307,456
$
10,226,683
591,028
86,401
(15,903)
(2,464)
4,929
(148,839)
(281,535)
(33,689)
(86,383)
(425,405)
(17,132)
(12,516)
—
(1,196)
(1,750)
462,996
34,149
41,918
(1,162)
107
(144,685)
(247,746)
(40,495)
(148,195)
(292,770)
499
—
(10,463)
1,390
—
343,104
—
12,337
3,425
—
(14,480)
(87,631)
(25,783)
(9,738)
(11,242)
—
—
—
—
—
$
$
$
$
$
(344,454) $
(344,457) $
209,992
267,236
$
227,946
$
3,493
10,806
281,535
159,758
12,344
466
$
$
6,430
13,370
247,746
206,812
20,660
1,005
$
$
172,568
$
228,477
$
84,971
—
2,660
87,631
43,402
—
1,206
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.
Total assets of continuing operations by reportable segment were as follows:
121
(in thousands)
Assets:
Wholesale
Retail
Other
Eliminations
Total assets of continuing operations
August 1,
2020
August 3,
2019
$
6,588,836
$
6,246,306
542,470
501,468
(54,784)
545,050
362,100
(45,072)
$
7,577,990
$
7,108,384
NOTE 18—COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS
Guarantees and Contingent Liabilities
The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various
retailers as of August 1, 2020. These guarantees were generally made to support the business growth of wholesale customers. The
guarantees are generally for the entire terms of the leases, fixture financing loans or other debt obligations with remaining terms
that range from less than one year to ten years, with a weighted average remaining term of approximately six years. For each
guarantee issued, if the wholesale customer or other third-party defaults on a payment, the Company would be required to make
payments under its guarantee. Generally, the guarantees are secured by indemnification agreements or personal guarantees of the
primary obligor/retailer.
The Company reviews performance risk related to its guarantee obligations based on internal measures of credit performance. As
of August 1, 2020, the maximum amount of undiscounted payments the Company would be required to make in the event of
default of all guarantees was $32.3 million ($26.9 million on a discounted basis). Based on the indemnification agreements,
personal guarantees and results of the reviews of performance risk, the Company believes the likelihood that it will be required
to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Consolidated Balance
Sheets for these contingent obligations under the Company’s guarantee arrangements as the fair value has been determined to be
de minimis.
The Company is contingently liable for leases that have been assigned to various third parties in connection with facility closings
and dispositions. The Company could be required to satisfy the obligations under the leases if any of the assignees are unable to
fulfill their lease obligations. Due to the wide distribution of the Company’s lease assignments among third parties, and various
other remedies available, the Company believes the likelihood that it will be required to assume a material amount of these
obligations is remote. For leases that have been assigned, the Company has recorded the associated right of use operating lease
assets and obligations within the Consolidated Balance Sheets. No associated lessor receivables are reflected on the Consolidated
Balance Sheets; however, within Note 12—Leases expected cash flows from lease receipts reflecting the assignees payments to
the landlord are reflected as Lease Receipts within the future maturity table, along with the Wholesale customers future Lease
Receipts. For the Company’s lease guarantee arrangements, no amounts have been recorded within the Consolidated Balance
Sheets as the fair value has been determined to be de minimis.
The Company is a party to a variety of contractual agreements under which it may be obligated to indemnify the other party for
certain matters in the ordinary course of business, which indemnities may be secured by operation of law or otherwise. These
agreements primarily relate to the Company’s commercial contracts, service agreements, contracts entered into for the purchase
and sale of stock or assets, operating leases and other real estate contracts, financial agreements, agreements to provide services
to the Company and agreements to indemnify officers, directors and employees in the performance of their work. While the
Company’s aggregate indemnification obligations could result in a material liability, the Company is not aware of any matters
that are expected to result in a material liability. No amount has been recorded in the Consolidated Balance Sheets for these
contingent obligations as the fair value has been determined to be de minimis.
In connection with Supervalu’s sale of New Albertson’s, Inc. (“NAI”) on March 21, 2013, the Company remains contingently
liable with respect to certain self-insurance commitments and other guarantees as a result of parental guarantees issued by Supervalu
with respect to the obligations of NAI that were incurred while NAI was Supervalu’s subsidiary. Based on the expected settlement
of the self-insurance claims that underlie the Company’s commitments, the Company believes that such contingent liabilities will
continue to decline. Subsequent to the sale of NAI, NAI collateralized most of these obligations with letters of credit and surety
bonds to numerous state governmental authorities. Because NAI remains a primary obligor on these self-insurance and other
obligations and has collateralized most of the self-insurance obligations for which the Company remains contingently liable, the
Company believes that the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly,
122
no amount has been recorded in the Consolidated Balance Sheets for these guarantees, as the fair value has been determined to
be de minimis.
Agreements with Save-A-Lot and Onex
The Agreement and Plan of Merger pursuant to which Supervalu sold the Save-A-Lot business in 2016 (the “SAL Merger
Agreement”) contains customary indemnification obligations of each party with respect to breaches of their respective
representations, warranties and covenants, and certain other specified matters, on the terms and subject to the limitations set forth
in the SAL Merger Agreement. Similarly, Supervalu entered into a Separation Agreement (the “Separation Agreement”) with
Moran Foods, LLC d/b/a Save-A-Lot (“Moran Foods”), which contains indemnification obligations and covenants related to the
separation of the assets and liabilities of the Save-A-Lot business from the Company. The Company also entered into a Services
Agreement with Moran Foods (the “Services Agreement”), pursuant to which the Company is providing Save-A-Lot various
technical, human resources, finance and other operational services for a term of five years, subject to termination provisions that
can be exercised by each party. The initial annual base charge under the Services Agreement is $30 million, subject to adjustments.
The Services Agreement generally requires each party to indemnify the other party against third-party claims arising out of the
performance of or the provision or receipt of services under the Services Agreement. While the Company’s aggregate
indemnification obligations to Save-A-Lot and Onex, the purchaser of Save-A-Lot, could result in a material liability, the Company
is not aware of any matters that are expected to result in a material liability. The Company has recorded the fair value of the
guarantee in the Consolidated Balance Sheets within Other long-term liabilities.
Other Contractual Commitments
In the ordinary course of business, the Company enters into supply contracts to purchase products for resale, and service contracts
for fixed asset and information technology systems. These contracts typically include either volume commitments or fixed
expiration dates, termination provisions and other standard contractual considerations. As of August 1, 2020, the Company had
approximately $181 million of non-cancelable future purchase obligations.
Legal Proceedings
In December 2008, a class action complaint was filed in the United States District Court for the Western District of Wisconsin
against Supervalu alleging that a 2003 transaction between Supervalu and C&S Wholesale Grocers, Inc. (“C&S”) was a conspiracy
to restrain trade and allocate markets. As previously disclosed, the Company settled with the certain plaintiffs in November 2017.
The remaining plaintiff (the “New England plaintiff”) was not a party to the settlement and pursued its individual claims and
potential class action claims against Supervalu. On February 15, 2018, Supervalu filed a summary judgment and Daubert motion
and the New England plaintiff filed a motion for class certification and on July 27, 2018, the District Court granted Supervalu’s
motions. The New England plaintiff appealed to the 8th Circuit on August 15, 2018, and a hearing was held on October 15, 2019.
In the second quarter of fiscal 2020, the 8th Circuit Court of Appeals denied the appeal, and this matter is now closed.
The Company is one of dozens of companies that have been named in various lawsuits alleging that drug manufacturers, retailers
and distributors contributed to the national opioid epidemic. Currently, UNFI, primarily through its subsidiary, Advantage
Logistics, is named in approximately 38 suits pending in the United States District Court for the Northern District of Ohio where
over 1,800 cases have been consolidated as Multi-District Litigation (“MDL”). In accordance with the Stock Purchase Agreement
dated January 10, 2013, between New Albertson’s Inc. and the Company (the “Stock Purchase Agreement”), New Albertson’s
Inc. is defending and indemnifying UNFI in a majority of the cases under a reservation of rights as those cases relate to New
Albertson’s pharmacies. In one of the MDL cases, MDL No. 2804 filed by The Blackfeet Tribe of the Blackfeet Indian Reservation,
all defendants were ordered to Answer the Complaint, which UNFI did on July 26, 2019. To date, no discovery has been conducted
against UNFI in any of the actions. UNFI is vigorously defending these matters, which it believes are without merit.
UNFI is currently subject to a qui tam action alleging violations of the False Claims Act ("FCA"). In United States ex rel. Schutte
and Yarberry v. Supervalu, New Albertson's, Inc., et al, which is pending in the U.S. District Court for the Central District of
Illinois, the relators allege that defendants overcharged government healthcare programs by not providing the government, as a
part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested
that defendants match competitor prices. The complaint was originally filed under seal and amended on November 30, 2015. The
government previously investigated the relators' allegations and declined to intervene. Violations of the FCA are subject to treble
damages and penalties of up to a specified dollar amount per false claim. Relators elected to pursue the case on their own and
have alleged FCA damages against Supervalu and New Albertsons in excess of $100 million, not including trebling and statutory
penalties. For the majority of the relevant period Supervalu and New Albertson’s operated as a combined company. In March
2013, Supervalu divested New Albertson’s (and related assets) pursuant the Stock Purchase Agreement. Based on the claims that
are currently pending and the Stock Purchase Agreement, Supervalu’s share of a potential award (at the currently claimed value
123
by relators) would be approximately $24 million, not including trebling and statutory penalties. Both sides moved for summary
judgment. On August 5, 2019, the Court granted one of relators’ summary judgment motions finding that defendants’ lower matched
prices are the usual and customary prices and that Medicare Part D and Medicaid were entitled to those prices. On July 2, 2020,
the Court granted defendants’ summary judgment motion and denied relators’ motion, dismissing the case. On July 9, 2020 the
relators filed a notice of appeal with the 7th Circuit Court of Appeals.
In November 2018, a putative nationwide class action was filed in Rhode Island state court, which the Company removed to U.S.
District Court for the District of Rhode Island. In North Country Store v. United Natural Foods, Inc., plaintiff asserts that the
Company made false representations about the nature of fuel surcharges charged to customers and asserts claims for alleged
violations of Connecticut’s Unfair Trade Practices Act, breach of contract, unjust enrichment and breach of the covenant of good
faith and fair dealing arising out of the Company’s fuel surcharge practices. On March 5, 2019, the Company answered the
complaint denying the allegations. At a court-ordered mediation on October 15, 2019, the Company reached an agreement, which
is immaterial in amount, to avoid costs and uncertainty of litigation. On August 10, 2020, the Court granted final approval of the
settlement and this matter is now closed.
From time to time, the Company receives notice of claims or potential claims, becomes involved in litigation, alternative dispute
resolution such as arbitration, or other legal and regulatory proceedings that arise in the ordinary course of its business, including
investigations and claims regarding employment law; pension plans; labor union disputes, including unfair labor practices, such
as claims for back-pay it the context of labor contract negotiations; supplier, customer and service provider contract terms and
claims including matter related to supplier or customer insolvency or general inability to pay obligations as they become due; real
estate and environmental matters, including claims in connection with our ownership and lease of a substantial amount of real
property, both retail and warehouse properties; and antitrust. Other than as described above, there are no pending material legal
proceedings to which the Company is a party or to which its property is subject.
Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that
could cause actual outcomes, costs and exposures to vary materially from current expectations. We regularly monitor our exposure
to the loss contingencies associated with these matters and may from time to time change our predictions with respect to outcomes
and estimates with respect to related costs and exposures. As of August 1, 2020, no material accrued obligations, individually or
in the aggregate, have been recorded for these legal proceedings.
Although management believes it has made appropriate assessments of potential and contingent loss in each of these cases based
on current facts and circumstances, and application of prevailing legal principles, there can be no assurance that material differences
in actual outcomes from management’s current assessments, costs and exposures relative to current predictions and estimates, or
material changes in such predictions or estimates will not occur. The occurrence of any of the foregoing, could have a material
adverse effect on our financial condition, results of operations or cash flows.
NOTE 19—DISCONTINUED OPERATIONS
In conjunction with the Supervalu acquisition, the Company announced its plan to sell the remaining acquired retail operations
of Supervalu. Since the acquisition, the Company sold Hornbacher’s, and sold and exited the retail operations of certain Shoppers
locations, Shop ‘n Save St. Louis and Shop ‘n Save East. As discussed further in Note 1—Significant Accounting Policies, in the
fourth quarter of fiscal 2020, the Company determined Retail no longer qualified for held for sale presentation and the results of
operations, financial position and cash flows of Retail have been revised in order to present Retail within continuing operations.
Subsequent to the presentation changes in the fourth quarter of fiscal 2020, discontinued operations contains the historical results
of operations, financial position and cash flows of Hornbacher’s, certain Shoppers locations, Shop ‘n Save St. Louis and Shop ‘n
Save East. As of August 1, 2020, only certain Shoppers locations are contained in remaining disposal groups that continue to be
classified as operations held for sale as discontinued operations.
In the second quarter of fiscal 2020, the Company entered into agreements to sell 13 Shoppers stores and decided to close six
locations. During fiscal 2020, within discontinued operations the Company incurred approximately $31.1 million in pre-tax
aggregate costs and charges related to Shoppers stores that remain within discontinued operations, consisting of $24.6 million of
operating losses, severance costs and transaction costs during the period of wind-down and $6.5 million of property and equipment
impairment charges related to impairment reviews. In the second, third and fourth quarters of fiscal 2020, the Company reviewed
the recoverability of the remaining assets held for sale and assessed the remaining composition of the Shoppers disposal group
based on updated fair values.
In fiscal 2019, the Company closed three of its eight Shop ‘n Save East stores and sold the remaining five Shop ‘n Save East stores
to GIANT Food Store, LLC, and did not incur a gain or loss on the sale of this disposal group. The Company closed the remaining
Shop ‘n Save St. Louis retail stores and the distribution center that were not sold prior to the Supervalu acquisition date.
124
In fiscal 2019, the Company completed the sale of seven of its eight Hornbacher's locations, as well as a Hornbacher’s store that
was previously being developed in West Fargo, North Dakota, to Coborn's Inc. (“Coborn’s”). The Company did not incur a gain
or loss on the sale of this disposal group. The Hornbacher’s store in Grand Forks, North Dakota was not included in the sale to
Coborn’s and has closed pursuant to the terms of the definitive agreement. As part of the sale, Coborn's entered into a long-term
agreement for the Company to serve as the primary supplier of the Hornbacher's locations and expand its existing supply
arrangements for other Coborn’s locations.
In the fourth quarter of fiscal 2019, the Company completed the sale of the pharmacy prescription files and inventory of the
Shoppers disposal group.
Operating results of discontinued operations are summarized below:
(in thousands)
Net sales
Cost of sales
Gross profit
Operating expenses
Restructuring expenses and charges
Operating loss
Other (income) expense, net
Loss from discontinued operations before income taxes
Benefit for income taxes
2020
$
228,523
$
162,099
66,424
52,625
33,470
(19,671)
(4)
(19,667)
(4,465)
(Loss) income from discontinued operations, net of tax
$
(15,202) $
(1) These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to August 3, 2019.
2019(1)
(41 weeks)
440,450
312,200
128,250
105,981
24,944
(2,675)
150
(2,825)
(3,723)
898
The Company recorded $0.0 million and $12.4 million within Net sales from continuing operations attributable to discontinued
operations inter-company product purchases in fiscal 2020 and 2019, respectively, related to retail disposal groups, which were
sold with a supply agreement and were classified within discontinued operations prior to their disposal. These amounts were
recorded at gross margin rates consistent with sales to other similar wholesale customers of the acquired Supervalu business. No
net sales were recorded within continuing operations for retail banners that the Company disposed of and expects to dispose of
without a supply agreement, as they have been eliminated upon consolidation within continuing operations and amounted to
$125.0 million and $221.4 million in fiscal 2020 and 2019, respectively.
125
The carrying amounts (in thousands) of major classes of assets and liabilities that were classified as held-for-sale on the Consolidated
Balance Sheets follows in the table below.
(in thousands)
Current assets
Cash and cash equivalents
Receivables, net
Inventories
Other current assets
Total current assets of discontinued operations
Long-term assets
Property and equipment
Other assets
Total long-term assets of discontinued operations
Total assets of discontinued operations
Current liabilities
Accounts payable
Accrued compensation and benefits
Other current liabilities
Total current liabilities of discontinued operations
Long-term liabilities
Other long-term liabilities
Total liabilities of discontinued operations
Net (liabilities) assets of discontinued operations
August 1, 2020
August 3, 2019
$
$
$
$
119
350
4,233
365
5,067
3,450
465
3,915
8,982
$
3,613
$
4,501
3,324
11,438
1,738
13,176
$
(4,194) $
799
158
18,885
1,152
20,994
44,489
468
44,957
65,951
6,181
3,637
5,699
15,517
770
16,287
49,664
NOTE 20—IMMATERIAL CORRECTION TO PRIOR PERIOD FINANCIAL STATEMENTS
For certain of the Company’s subsidiaries prior to fiscal 2020, the Company recognized vendor consideration for vendor rebate
programs, product defect allowances, slotting fees and similar programs when received in connection with inventory procurement,
instead of deferring the recognition of the vendor consideration as a reduction of inventory on its Consolidated Balance Sheets
and subsequently recognizing the vendor consideration within Cost of goods sold when the inventory was sold.
The Company considered both the quantitative and qualitative factors within the provisions of SEC Staff Accounting Bulletin No.
99, Materiality, and Staff Accounting Bulletin No. 108, Considering the Effect of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements. Based on evaluation of the misstatements on an individual and aggregate
basis, the Company concluded the prior period errors were immaterial to the previously issued consolidated financial statements.
As such, the Company has elected to correct the identified error in the prior periods within the current Consolidated Financial
Statements. Components of this assessment included that the identified misstatements accumulated over several years and the
income statement effect of the correction in any period never materially impacted results of operations.
Previously reported balances were revised for these identified misstatements. The revisions reflect the accounting treatment that
would have been in place had the vendor consideration been appropriately deferred against the procured inventory and recognized
when the inventory was sold. In doing so, balances in the Consolidated Financial Statements to which this note relates have been
adjusted to reflect the correction in the proper periods.
The correction of the error resulted in a decrease to Inventories of $9.0 million in fiscal 2019 and an increase to Deferred income
taxes (asset) of $2.4 million in fiscal 2019. This resulted in a decrease to Retained earnings of $6.6 million, $6.9 million and $4.0
million for fiscal 2019, 2018 and 2017, respectively.
The correction of the error resulted in a Cost of sales decrease of $0.4 million and an increase of $2.8 million in fiscal 2019 and
2018, respectively, and an increase to (Benefit) provision for income taxes of $0.1 million and $0.1 million in fiscal 2019 and
2018, respectively.
126
NOTE 21—QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly data provided below has been revised, as compared to the selected quarterly financial data presented in the
Company’s Quarterly Reports on Form 10-Q, to present Retail within continuing operations of the Company’s Consolidated
Financial Statements and for the immaterial correction discussed within Note 20—Immaterial Correction to Prior Period Financial
Statements. In the first quarter of fiscal 2019, the Company acquired Supervalu and recognized certain of its retail disposal groups
as businesses held for sale as discontinued operations, which impacted Net (loss) income attributable to United Natural Foods,
Inc. and basic and total basic and diluted earnings per share.
The following table sets forth certain interim financial information for fiscal 2020 (52 weeks) and 2019 (53 weeks):
(In thousands except per share data)
First
Quarter
Second
Quarter
2020
Third
Quarter
Fourth
Quarter(1)
Full Year(1)
Net sales
Gross profit
Net (loss) income from continuing operations
(Loss) income from discontinued operations,
net of tax
Net (loss) income including noncontrolling
interests
Net (loss) income attributable to United
Natural Foods, Inc.
Basic (loss) earnings per share:
Continuing operations
Basic (loss) earnings per share
Diluted (loss) earnings per share:
Continuing operations
Diluted (loss) earnings per share
$
6,296,612
$
6,431,382
$
7,031,718
$
6,754,555
$
26,514,267
907,211
(387,434)
917,325
(13,984)
1,050,232
94,447
1,000,024
52,962
3,874,792
(254,009)
4,026
(16,076)
(4,078)
926
(15,202)
(383,408)
(30,060)
(383,927)
(30,710)
90,369
88,131
53,888
(269,211)
52,366
(274,140)
$
$
$
$
(7.29) $
(7.21) $
(7.29) $
(7.21) $
(0.27) $
(0.57) $
(0.27) $
(0.57) $
1.72
1.64
1.67
1.60
$
$
$
$
0.94
0.96
0.88
0.89
$
$
$
$
(4.81)
(5.10)
(4.81)
(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.
(In thousands except per share data)
First
Quarter
Second
Quarter
2019
Third
Quarter
Fourth
Quarter
Full Year
Net sales
Gross profit
Net income from continuing operations
Income from discontinued operations, net of
tax
Net income (loss) including noncontrolling
interests
Net income (loss) attributable to United
Natural Foods, Inc.
Basic earnings per share:
Continuing operations
Basic income (loss) per share
Diluted earnings per share:
Continuing operations
Diluted income (loss) per share
2,879,158
6,449,542
6,247,462
6,731,294
$
22,307,456
419,367
(19,579)
898,087
(344,241)
922,173
56,493
968,979
21,806
3,208,606
(285,521)
288
2,345
651
(2,386)
898
(19,291)
(341,896)
(19,294)
(341,725)
57,144
57,092
19,420
(284,623)
19,197
(284,730)
$
$
$
$
(0.39) $
(0.38) $
(0.39) $
(0.38) $
(6.77) $
(6.72) $
(6.77) $
(6.72) $
1.11
1.12
1.11
1.12
$
$
$
$
0.41
0.36
0.41
0.36
$
$
$
$
(5.57)
(5.56)
(5.57)
(5.56)
127
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report (the “Evaluation Date”). Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure
controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by,
or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors,
management and other personnel, 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 and includes those
policies and procedures that:
•
•
•
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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal
control over financial reporting as of August 1, 2020. In making this assessment, our management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework
(2013 framework). Based on its assessment, our management concluded that, as of August 1, 2020, our internal control over
financial reporting was effective based on those criteria at the reasonable assurance level.
Report of the Independent Registered Public Accounting Firm.
The effectiveness of our internal control over financial reporting as of August 1, 2020 has been audited by KPMG LLP, an
independent registered public accounting firm, as stated in its attestation report which is included in Item 8. Financial Statements
and Supplementary Data of this Annual Report.
Changes in Internal Controls Over Financial Reporting
No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)or 15d-15(f))
occurred during the fiscal quarter ended August 1, 2020 that materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
128
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III.
The information required by this item will be contained, in part, in our Definitive Proxy Statement on Schedule 14A for our Annual
Meeting of Stockholders to be held on January 12, 2021 (the “2020 Proxy Statement”) under the captions “Directors and Nominees
for Director,” “Executive Officers of the Company,” “Delinquent Section 16(a) Reports,” if applicable, “Committees of the Board
of Directors”, “Nomination of Directors”, and “Stockholder Director Recommendations and Proxy Access” and is incorporated
herein by this reference.
We have adopted a code of conduct and ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting
Officer, and employees within our finance, operations, and sales departments. Our code of conduct and ethics is publicly available
on our website at www.unfi.com and is available free of charge by writing to United Natural Foods, Inc., 11840 Valley View Road,
Eden Prairie, MN 55344, Attn: Investor Relations. We intend to make any legally required disclosures regarding amendments to,
or waivers of, the provisions of the code of conduct and ethics on our website at www.unfi.com. Please note that our website
address is provided as an inactive textual reference only.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained in the 2020 Proxy Statement under the captions “Director Compensation,”
“Executive Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Potential Payments
Upon Termination or Change-in-Control,” “CEO Pay Ratio,” “Compensation Risk,” “Compensation Committee Interlocks and
Insider Participation” and “Report of the Compensation Committee” and is incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by this item will be contained in the 2020 Proxy Statement under the caption “Stock Ownership of
Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” and is
incorporated herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be contained in the 2020 Proxy Statement under the captions “Certain Relationships
and Related Transactions” and “Director Independence” and is incorporated herein by this reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be contained in the 2020 Proxy Statement under the captions “Fees Paid to KPMG LLP”
and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services,” and is incorporated herein by this
reference.
129
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as a part of this Annual Report.
PART IV.
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.
ITEM 16. FORM 10-K SUMMARY
None.
130
EXHIBIT INDEX
Exhibit No.
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**
Description
Agreement and Plan of Merger, dated July 25, 2018, by and among SUPERVALU INC., SUPERVALU Enterprises,
Inc., the Registrant and Jedi Merger Sub, Inc. (incorporated by reference to the Registrant’s Current Report on
Form 8-K, filed on July 26, 2018 (File No. 001-15723)).
First Amendment to Agreement and Plan of Merger, dated as of October 10, 2018, by and among United Natural
Foods, Inc., Jedi Merger Sub, Inc., SUPERVALU INC. and SUPERVALU Enterprises, Inc. (incorporated by
reference to the Registrant’s Current Report on Form 8-K, filed on October 10, 2018 (File No. 001-15723)).
Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by
reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 1, 2015 (File No.
001-15723)).
Fourth Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Current
Report on Form 8-K, filed on October 19, 2018 (File No. 001-15723)).
Specimen Certificate for shares of Common Stock, $0.01 par value, of the Registrant (incorporated by reference
to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2009 (File No. 001-15723)).
Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934.
(incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2019 (File
No. 001-15723)).
2002 Stock Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year
ended July 31, 2003 (File No. 001-15723)).
United Natural Foods, Inc. Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the
Registrant’s Current Report on Form 8-K, filed on December 21, 2010 (File No. 001-15723)).
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity
Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended
July 31, 2010 (File No. 001-15723)).
Form of Non-Statutory Stock Option Award Agreement, pursuant to the 2002 Stock Incentive Plan (Employee)
(incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File
No. 001-15723)).
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity
Incentive Plan (Director) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year
ended July 28, 2012 (File No. 001-15723)).
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity
Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year
ended July 28, 2012 (File No. 001-15723)).
United Natural Foods, Inc. 2012 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report
on Form 8-K filed on December 18, 2012 (File No. 001-15723)) (the “2012 Equity Plan”).
Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Employee, pursuant to the 2012 Equity
Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 26,
2013 (File No. 001-15723)).
Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Director, pursuant to the 2012 Equity
Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 26,
2013 (File No. 001-15723)).
United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to the
Registrant’s Definitive Proxy Statement on Schedule 14A for the Registrant’s Annual Meeting of Stockholders held
on December 16, 2015 (File No. 001-15723)) (the “A&R 2012 Equity Plan”).
Form of Terms and Conditions of Grant of (Pro-Rata Vesting) Restricted Share Units to Employee, pursuant to the
A&R 2012 Equity Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year
ended July 30, 2016 (File No. 001-15723)).
Form of Terms and Conditions of Grant of (Cliff Vesting) Restricted Share Units to Employee, pursuant to the A&R
2012 Equity Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended
July 30, 2016 (File No. 001-15723)).
Revised Form Indemnification Agreement for Directors and Officers (incorporated by reference to the Registrant’s
Annual Report on Form 10-K for the year ended August 3, 2013 (File No. 001-15723)).
Agreement for the Distribution of Products between the Registrant and Whole Foods Market Distribution, Inc.,
effective September 28, 2015 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended October 31, 2015 (File No. 001-15723)).
Form of Restricted Share Unit Award Agreement pursuant to the A&R 2012 Equity Plan (incorporated by
reference to the Registrant’s Current Report on Form 8-K, filed on November 2, 2016 (File No. 001-15723)).
131
Exhibit No.
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**
Description
Form of Restricted Share Unit Award Agreement pursuant to the A&R 2012 Equity Plan (incorporated by reference
to the Registrant’s Current Report on Form 8-K, filed on November 2, 2016 (File No. 001-15723)).
Form of Terms and Conditions of Grant of Restricted Share Units to Employee pursuant to the A&R 2012 Equity
Plan. (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2017
(File No. 001-15723)).
Loan Agreement dated August 30, 2018, by and among the Registrant, United Natural Foods West, Inc., UNFI
Canada, Inc., the financial institutions that are parties thereto as lenders, Bank of America, N.A., Bank of America,
N.A. (acting through its Canada branch) and the other parties thereto (incorporated by reference to the Registrant’s
Annual Report on Form 10-K for the year ended July 28, 2018 (File No. 001-15723)).
First Amendment to Loan Agreement, dated October 19, 2018, by and among the Registrant and United Natural
Foods West, Inc., UNFI Canada, Inc., the financial institutions that are parties thereto as lenders, Bank of America,
N.A., Bank of America, N.A. (acting through its Canada branch), and the other parties thereto (incorporated by
reference to the Registrant’s Current Report on Form 8-K filed on October 25, 2018 (File No. 001-15723)).
Second Amendment to Loan Agreement, dated January 24, 2019, by and among the Registrant and United Natural
Foods West, Inc., UNFI Canada, Inc., the financial institutions that are parties thereto as lenders, Bank of America,
N.A., Bank of America, N.A. (acting through its Canada branch), and the other parties thereto (incorporated by
reference to the Registrant’s Quarterly Report on Form 10-Q, filed on March 7, 2019 (File No. 001-15723)).
Third Amendment to Loan Agreement, dated August 14, 2020, by and among the Registrant and United Natural
Foods West, Inc., UNFI Canada, Inc., the financial institutions that are parties thereto as lenders, Bank of America,
N.A., Bank of America, N.A. (acting through its Canada branch), and the other parties thereto.
Term Loan Agreement, dated October 22, 2018, by and among United Natural Foods, Inc., SUPERVALU INC.,
Goldman Sachs Bank USA and the lenders party thereto (incorporated by reference to Registrant’s Current Report
on Form 8-K filed on October 25, 2018 (File No. 001-15723)).
Amended and Restated Employment Agreement, dated as of November 5, 2018 and effective as of October 22,
2018, by and among United Natural Foods, Inc. and Steven L. Spinner (incorporated by reference to the Registrant’s
Current Report on Form 8-K filed on November 8, 2018 (File No. 001-15723)).
Amendment to Amended and Restated Employment Agreement, dated as of February 6, 2020, by and between the
Registrant and Steven L. Spinner (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q
for the quarter ended February 1, 2020 (File No. 001-15723)).
Employment Agreement, dated as of November 5, 2018 and effective as of October 22, 2018, by and among United
Natural Foods, Inc. and Sean F. Griffin (incorporated by reference to the Registrant’s Current Report on Form 8-
K filed on November 8, 2018 (File No. 001-15723)).
Amendment to Employment Agreement, dated as of February 6, 2020, by and between the Registrant and Sean F.
Griffin (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February
1, 2020 (File No. 001-15723)).
Form of Amended and Restated Severance Agreement (incorporated by reference to the Registrant’s Current Report
on Form 8-K, filed on October 29, 2019 (File No. 001-15723)).
Form of Second Amended and Restated Change in Control Agreement (incorporated by reference to the Registrant’s
Current Report on Form 8-K filed on November 8, 2018 (File No. 001-15723)).
Terms and Conditions of Grant of Restricted Share Units pursuant to the Second Amended and Restated 2012
Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November
8, 2018 (File No. 001-15723)).
Form of Performance-Based Vesting Restricted Share Unit Award Agreement (incorporated by reference to the
Registrant’s Current Report on Form 8-K filed on November 8, 2018 (File No. 001-15723)).
Amended and Restated Indemnification Agreement (incorporated by reference to the Registrant’s Current Report
on Form 8-K filed on November 8, 2018 (File No. 001-15723)).
Offer Letter, effective February 9, 2020, between John W. Howard, Chief Financial Officer, and the Registrant
(incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1,
2020 (File No. 001-15723)).
Senior Management Annual Cash Incentive Plan, as amended (incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended November 1, 2019 (File No. 001-15723)).
United Natural Foods, Inc. 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Definitive
Proxy Statement on Schedule 14A for the Registrant’s Annual Meeting of Stockholders held on December 18, 2019
(File No. 001-15723)) (the “2020 Equity Incentive Plan”).
Form of RSU Award Agreement (Director) pursuant to the Registrant’s 2020 Equity Incentive Plan (incorporated
by reference to the Registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No. 001-15723)).
Form of RSU Award Agreement (Employee I) pursuant to the Registrant’s 2020 Equity Incentive Plan (incorporated
by reference to the Registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No. 001-15723)).
132
Exhibit No.
10.37**
Description
Form of RSU Award Agreement (Employee II) pursuant to the Registrant’s 2020 Equity Incentive Plan (incorporated
by reference to the Registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No. 001-15723)).
10.38**
10.39**
10.40**
10.41* **
10.42* **
Form of PSU Award Agreement pursuant to the Registrant’s 2020 Equity Incentive Plan (incorporated by reference
to the Registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No. 001-15723)).
Form of RSU Award Agreement (Director) pursuant to the Registrant’s 2020 Equity Incentive Plan (for grants made
beginning March 2020) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended February 1, 2020 (File No. 001-15723)).
Form of RSU Award Agreement (Employee I) pursuant to the Registrant’s 2020 Equity Incentive Plan (for grants
made beginning March 2020) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended February 1, 2020 (File No. 001-15723)).
Form of RSU Award Agreement (Employee) pursuant to the Registrant’s 2020 Equity Incentive Plan (for grants
made beginning September 2020).
Form of PSU Award Agreement pursuant to the Registrant’s 2020 Equity Incentive Plan (for grants made beginning
September 2020).
21*
23.1*
31.1*
31.2*
32.1*
32.2*
101*
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
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).
* Filed herewith.
** Denotes a management contract or compensatory plan or arrangement.
+ Confidential treatment has been requested and granted with respect to certain portions of this exhibit pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended. Omitted portions have been filed separately with the United States Securities
and Exchange Commission.
133
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
UNITED NATURAL FOODS, INC.
/s/ JOHN W. HOWARD
John W. Howard
Chief Financial Officer (Principal Financial Officer)
Dated: September 29, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Chief Executive Officer and Chairman (Principal
Executive Officer)
Chief Financial Officer (Principal Financial
Officer)
Chief Accounting Officer (Principal Accounting
Officer)
September 29, 2020
Date
September 29, 2020
September 29, 2020
September 29, 2020
September 29, 2020
September 29, 2020
September 29, 2020
September 29, 2020
September 29, 2020
September 29, 2020
September 29, 2020
September 29, 2020
/s/ STEVEN L. SPINNER
Steven L. Spinner
/s/ JOHN W. HOWARD
John W. Howard
/s/ DAVID W. JOHNSON
David W. Johnson
/s/ ERIC F. ARTZ
Eric F. Artz
/s/ ANN TORRE BATES
Ann Torre Bates
/s/ DENISE M. CLARK
Denise M. Clark
/s/ DAPHNE J. DUFRESNE
Daphne J. Dufresne
/s/ MICHAEL S. FUNK
Michael S. Funk
/s/ JAMES P. HEFFERNAN
James P. Heffernan
Director
Director
Director
Director
Director
Director
/s/ JAMES L. MUEHLBAUER
Director
James L. Muehlbauer
/s/ PETER A. ROY
Peter A. Roy
/s/ JACK L. STAHL
Jack L. Stahl
Director
Director
134
SUBSIDIARIES OF THE REGISTRANT
Exhibit 21
NAME
Advantage Logistics - Southeast, Inc.
Advantage Logistics Southwest, Inc.
Advantage Logistics USA East L.L.C.
Advantage Logistics USA West L.L.C.
Albert’s Organics, Inc.
American Commerce Centers, Inc.
Arden Hills 2003 LLC
Associated Grocers Acquisition Company
Associated Grocers of Florida, Inc.
Billings Distribution Company, LLC
Bismarck Distribution Company, LLC
Blaine North 1996 L.L.C.
Bloomington 1998 L.L.C.
Blue Marble Brands, LLC
Blue Nile Advertising, Inc.
Burnsville 1998 L.L.C.
Butson Enterprises of Vermont, Inc.
Butson's Enterprises of Massachusetts, Inc.
Butson's Enterprises, Inc.
Cambridge 2006 L.L.C.
Centralia Holdings, LLC
Champaign Distribution Company, LLC
Champlin 2005 L.L.C.
Coon Rapids 2002 L.L.C.
Crown Grocers, Inc.
Cub Foods, Inc.
Cub Stores, LLC
Cub Stores Holdings, LLC
DS & DJ Realty, LLC
Eagan 2008 L.L.C.
Eagan 2014 L.L.C.
Eastern Beverages, Inc.
Eastern Region Management Corporation
Fargo Distribution Company, LLC
FF Acquisition, L.L.C.
Foodarama LLC
Forest Lake 2000 L.L.C.
Fridley 1998 L.L.C.
Fromage De France, Inc.
Gourmet Guru, Inc.
Grocers Capital Company
Hastings 2002 L.L.C.
Hazelwood Distribution Company, Inc.
Hazelwood Distribution Holdings, Inc.
Hopkins Distribution Company, LLC
JURISDICTION OF
INCORPORATION/FORMATION
Alabama
Arizona
Delaware
Delaware
California
Florida
Delaware
Florida
Florida
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Vermont
Massachusetts
New Hampshire
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Florida
Delaware
Delaware
Maryland
Virginia
Delaware
Virginia
Delaware
Delaware
Delaware
California
California
California
Delaware
Delaware
Delaware
Delaware
NAME
Hornbacher’s, Inc.
International Distributors Grand Bahama Limited
Inver Grove Heights 2001 L.L.C.
Keatherly, Inc.
Keltsch Bros., Inc.
Lakeville 2014 L.L.C.
Lithia Springs Holdings, LLC
Maplewood East 1996 L.L.C.
Market Improvement Company
Monticello 1998 L.L.C.
NAFTA Industries Consolidated, Inc.
NAFTA Industries, Ltd.
Natural Retail Group, Inc.
NC & T Supermarkets, Inc.
Nevada Bond Investment Corp.
Nor-Cal Produce, Inc.
Northfield 2002 L.L.C.
Oglesby Distribution Company, LLC
Plymouth 1998 L.L.C.
Savage 2002 L.L.C.
SCTC, LLC
SFW Holding Corp.
Shakopee 1997 L.L.C.
Shop ‘N Save East, LLC
Shop ‘N Save East Prop, LLC
Shop ‘N Save Prop, LLC
Shop 'N Save St. Louis, Inc.
Shop 'N Save Warehouse Foods, Inc.
Shoppers Food Warehouse Corp.
Shorewood 2001 L.L.C.
Silver Lake 1996 L.L.C.
Southstar LLC
Stevens Point Distribution Company, LLC
Sunflower Markets, LLC
Super Rite Foods, Inc.
SUPERVALU Enterprise Services, Inc.
SUPERVALU Enterprises, Inc.
SUPERVALU Holdco, Inc.
SUPERVALU Holdings, Inc.
SUPERVALU Holdings - PA LLC
SUPERVALU Gold, LLC
SUPERVALU INC.
SUPERVALU India, Inc.
SUPERVALU Licensing, LLC
SUPERVALU Merger Sub, Inc.
SUPERVALU Pharmacies, Inc.
SUPERVALU Penn, LLC
SUPERVALU Receivables Funding Corporation
JURISDICTION OF
INCORPORATION/FORMATION
Delaware
Bahama
Delaware
New Hampshire
Indiana
Delaware
Georgia
Delaware
Florida
Delaware
Texas
Texas
Delaware
Ohio
Nevada
California
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Delaware
Delaware
Missouri
Missouri
Ohio
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Missouri
Pennsylvania
Delaware
Delaware
Minnesota
Delaware
Delaware
Minnesota
Pennsylvania
Delaware
NAME
SUPERVALU Services USA, Inc.
SUPERVALU Transportation, Inc.
SUPERVALU TTSJ, LLC
SUPERVALU WA, L.L.C.
SUPERVALU Wholesale, Inc.
SUPERVALU Wholesale Holdings, Inc.
SUPERVALU Wholesale Operations, Inc.
SV Markets, Inc.
SVU Legacy, LLC
TC Michigan LLC
Tony’s Fine Foods
TTSJ Aviation, Inc.
Tutto Pronte
Ultra Foods, Inc.
UNFI Canada, Inc.
UNFI Transport, LLC
Unified Grocers, Inc.
Unified International, Inc.
United Natural Foods West, Inc.
United Natural Trading, LLC
W. Newell & Co., LLC
Wetterau Insurance Co. Ltd.
Woodford Square Associates LP
WSI Satellite, Inc.
JURISDICTION OF
INCORPORATION/FORMATION
Minnesota
Minnesota
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Michigan
California
Delaware
California
New Jersey
Canada
Delaware
California
Delaware
California
Delaware
Delaware
Bermuda
Virginia
Missouri
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
The Board of Directors
United Natural Foods, Inc.:
We consent to the incorporation by reference in the registration statement (No. 333-230570) on Form S-3 and (Nos.
333-235583, 333-227918, 333-208695, 333-161845, 333-222257, 333-106217, 333-123462, and 333-185637) on
Form S-8 of United Natural Foods, Inc. of our report dated September 29, 2020, with respect to the consolidated
balance sheets of United Natural Foods, Inc. and subsidiaries as of August 1, 2020 and August 3, 2019, and the related
consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the
years in the three-year period ended August 1, 2020, and the related notes (collectively the “consolidated financial
statements”), and the effectiveness of internal control over financial reporting as of August 1, 2020, which report appears
in the August 1, 2020 annual report on Form 10-K of United Natural Foods, Inc.
Our report on the consolidated financial statements refers to a change in the method of accounting for leases.
/s/ KPMG LLP
Providence, Rhode Island
September 29, 2020
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven L. Spinner, certify that:
Exhibit 31.1
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.
Dated: September 29, 2020
/s/ STEVEN L. SPINNER
Steven L. Spinner
Chief Executive Officer
Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John W. Howard, certify that:
Exhibit 31.2
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.
Dated: September 29, 2020
/s/ JOHN W. HOWARD
John W. Howard
Chief Financial Officer
Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, in his capacity as the Chief Executive Officer of United Natural Foods, Inc., a Delaware corporation (the
"Company"), hereby certifies that the Annual Report of the Company on Form 10-K for the fiscal year ended August 1, 2020 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained
in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of
the Company.
Exhibit 32.1
/s/ STEVEN L. SPINNER
Steven L. Spinner
Chief Executive Officer
September 29, 2020
Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
The undersigned, in his capacity as the Chief Financial Officer of United Natural Foods, Inc., a Delaware corporation (the
"Company"), hereby certifies that the Annual Report of the Company on Form 10-K for the fiscal year ended August 1, 2020 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained
in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of
the Company.
/s/ JOHN W. HOWARD
John W. Howard
Chief Financial Officer
September 29, 2020
Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.