UNITED NATURAL FOODS INC, 10-Q filed on 3/6/2024
Quarterly Report
v3.24.0.1
Cover - shares
 6 Months Ended
Jan. 27, 2024
Mar. 01, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jan. 27, 2024  
Document Transition Report false  
Entity File Number 001-15723  
Entity Registrant Name UNITED NATURAL FOODS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 05-0376157  
Entity Address, Address Line One 313 Iron Horse Way,  
Entity Address, City or Town Providence,  
Entity Address, State or Province RI  
Entity Address, Postal Zip Code 02908  
City Area Code 401  
Local Phone Number 528-8634  
Title of 12(b) Security Common stock, par value $0.01  
Trading Symbol UNFI  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   59,436,775
Entity Central Index Key 0001020859  
Current Fiscal Year End Date --08-03  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)
$ in Millions
Jan. 27, 2024
Jul. 29, 2023
ASSETS    
Cash and cash equivalents $ 34 $ 37
Accounts receivable, net 990 889
Inventories, net 2,311 2,292
Prepaid expenses and other current assets 246 245
Total current assets 3,581 3,463
Property and equipment, net 1,766 1,767
Operating lease assets 1,430 1,228
Goodwill 20 20
Intangible assets, net 685 722
Deferred income taxes 34 32
Other long-term assets 155 162
Total assets 7,671 7,394
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Accounts payable 1,722 1,781
Accrued expenses and other current liabilities 247 283
Accrued compensation and benefits 168 143
Current portion of operating lease liabilities 187 180
Current portion of long-term debt and finance lease liabilities 12 18
Total current liabilities 2,336 2,405
Long-term debt 2,176 1,956
Long-term operating lease liabilities 1,298 1,099
Long-term finance lease liabilities 7 12
Pension and other postretirement benefit obligations 15 16
Other long-term liabilities 147 162
Total liabilities 5,979 5,650
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, $0.01 par value, authorized 5.0 shares; none issued or outstanding 0 0
Common stock, $0.01 par value, authorized 100.0 shares; 61.9 shares issued and 59.4 shares outstanding at January 27, 2024; 61.0 shares issued and 58.5 shares outstanding at July 29, 2023 1 1
Additional paid-in capital 616 606
Treasury stock at cost (86) (86)
Accumulated other comprehensive loss (35) (28)
Retained earnings 1,196 1,250
Total United Natural Foods, Inc. stockholders’ equity 1,692 1,743
Noncontrolling interests 0 1
Total stockholders’ equity 1,692 1,744
Total liabilities and stockholders’ equity $ 7,671 $ 7,394
v3.24.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares
Jan. 27, 2024
Jul. 29, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 5,000,000.0 5,000,000.0
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 100,000,000.0 100,000,000.0
Common stock, shares issued (in shares) 61,900,000 61,000,000.0
Common stock, shares outstanding (in shares) 59,400,000 58,500,000
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Income Statement [Abstract]        
Net sales $ 7,775 $ 7,816 $ 15,327 $ 15,348
Cost of sales 6,740 6,747 13,262 13,183
Gross profit 1,035 1,069 2,065 2,165
Operating expenses 1,010 1,002 2,033 2,002
Restructuring, acquisition and integration related expenses 4 3 8 5
Loss (gain) on sale of assets and other asset charges 5 1 24 (4)
Operating income 16 63 0 162
Net periodic benefit income, excluding service cost (4) (7) (7) (14)
Interest expense, net 40 39 75 74
Other income, net (1) 0 (1) (1)
(Loss) income before income taxes (19) 31 (67) 103
(Benefit) provision for income taxes (5) 9 (14) 14
Net (loss) income including noncontrolling interests (14) 22 (53) 89
Less net income attributable to noncontrolling interests (1) (3) (1) (4)
Net (loss) income attributable to United Natural Foods, Inc. $ (15) $ 19 $ (54) $ 85
Earnings Per Share        
Basic (loss) earnings per share (in dollars per share) $ (0.25) $ 0.32 $ (0.92) $ 1.43
Diluted (loss) earnings per share (in dollars per share) $ (0.25) $ 0.31 $ (0.92) $ 1.38
Weighted average shares outstanding:        
Basic (in shares) 59.4 59.8 59.0 59.3
Diluted (in shares) 59.4 61.0 59.0 61.3
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Statement of Comprehensive Income [Abstract]        
Net (loss) income including noncontrolling interests $ (14) $ 22 $ (53) $ 89
Other comprehensive (loss) income:        
Recognition of pension and other postretirement benefit obligations, net of tax 1 1 1 1
Recognition of interest rate swap cash flow hedges, net of tax [1] (4) (4) (7) 14
Foreign currency translation adjustments 2 1 (1) (2)
Recognition of other cash flow derivatives, net of tax(2) [2] (1) (2) 0 (2)
Total other comprehensive (loss) income (2) (4) (7) 11
Less comprehensive income attributable to noncontrolling interests (1) (3) (1) (4)
Total comprehensive (loss) income attributable to United Natural Foods, Inc. $ (17) $ 15 $ (61) $ 96
[1] Amounts are net of tax (benefit) expense of $(1) million and $(1) million for the second quarters of fiscal 2024 and 2023, respectively, and $(2) million and $5 million for fiscal 2024 and 2023 year-to-date, respectively.
[2] Amounts are net of tax (benefit) expense of $0 million and $(1) million for the second quarters of fiscal 2024 and 2023, respectively, and $0 million and $(1) million for fiscal 2024 and 2023 year-to-date, respectively.
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited) (Parenthetical) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Statement of Comprehensive Income [Abstract]        
Recognition of interest rate swap cash flow hedges, tax (benefit) expense $ (1) $ (1) $ (2) $ 5
Recognition of other cash flow derivatives, tax expense (benefit) $ 0 $ (1) $ 0 $ (1)
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($)
shares in Millions, $ in Millions
Total
Total United Natural Foods, Inc. Stockholders’ Equity
Common Stock
Treasury Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Retained Earnings
Noncontrolling Interests
Beginning balance (in shares) at Jul. 30, 2022     58.9 0.6        
Beginning balance at Jul. 30, 2022 $ 1,792 $ 1,791 $ 1 $ (24) $ 608 $ (20) $ 1,226 $ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Restricted stock vestings (in shares)     2.0          
Restricted stock vestings (39) (39)     (39)      
Share-based compensation 23 23     23      
Repurchases of common stock (in shares)       0.7        
Repurchases of common stock (29) (29)   $ (29)        
Other comprehensive income (loss) 11 11       11    
Distributions to noncontrolling interests (2)             (2)
Net (loss) income 89 85         85 4
Ending balance (in shares) at Jan. 28, 2023     60.9 1.3        
Ending balance at Jan. 28, 2023 1,845 1,842 $ 1 $ (53) 592 (9) 1,311 3
Beginning balance (in shares) at Oct. 29, 2022     60.9 1.0        
Beginning balance at Oct. 29, 2022 1,835 1,835 $ 1 $ (36) 583 (5) 1,292 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Restricted stock vestings (2) (2)     (2)      
Share-based compensation 11 11     11      
Repurchases of common stock (in shares)       0.3        
Repurchases of common stock (17) (17)   $ (17)        
Other comprehensive income (loss) (4) (4)       (4)    
Net (loss) income 22 19         19 3
Ending balance (in shares) at Jan. 28, 2023     60.9 1.3        
Ending balance at Jan. 28, 2023 $ 1,845 1,842 $ 1 $ (53) 592 (9) 1,311 3
Beginning balance (in shares) at Jul. 29, 2023 58.5   61.0 2.5        
Beginning balance at Jul. 29, 2023 $ 1,744 1,743 $ 1 $ (86) 606 (28) 1,250 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Restricted stock vestings (in shares)     0.9          
Restricted stock vestings (6) (6)     (6)      
Share-based compensation 16 16     16      
Other comprehensive income (loss) (7) (7)       (7)    
Distributions to noncontrolling interests (2)             (2)
Net (loss) income $ (53) (54)         (54) 1
Ending balance (in shares) at Jan. 27, 2024 59.4   61.9 2.5        
Ending balance at Jan. 27, 2024 $ 1,692 1,692 $ 1 $ (86) 616 (35) 1,196 0
Beginning balance (in shares) at Oct. 28, 2023     61.9 2.5        
Beginning balance at Oct. 28, 2023 1,699 1,699 $ 1 $ (86) 606 (33) 1,211 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Share-based compensation 10 10     10      
Other comprehensive income (loss) (2) (2)       (2)    
Distributions to noncontrolling interests (1)             (1)
Net (loss) income $ (14) (15)         (15) 1
Ending balance (in shares) at Jan. 27, 2024 59.4   61.9 2.5        
Ending balance at Jan. 27, 2024 $ 1,692 $ 1,692 $ 1 $ (86) $ 616 $ (35) $ 1,196 $ 0
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
$ in Millions
 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net (loss) income including noncontrolling interests $ (53) $ 89
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:    
Depreciation and amortization 152 147
Share-based compensation 16 23
Gain on sale of assets (7) (9)
Long-lived asset impairment charges 21 0
Net pension and other postretirement benefit income (7) (14)
Deferred income tax expense 0 1
LIFO charge 13 50
Provision (recoveries) for losses on receivables 2 (3)
Non-cash interest expense and other adjustments 5 8
Changes in operating assets and liabilities (213) (22)
Net cash (used in) provided by operating activities (71) 270
CASH FLOWS FROM INVESTING ACTIVITIES:    
Payments for capital expenditures (141) (151)
Proceeds from dispositions of assets 11 12
Payments for investments (12) (4)
Net cash used in investing activities (142) (143)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from borrowings under revolving credit line 1,422 1,944
Proceeds from issuance of other loans 14 0
Repayments of borrowings under revolving credit line (1,180) (1,861)
Repayments of long-term debt and finance leases (37) (143)
Repurchases of common stock 0 (29)
Payments of employee restricted stock tax withholdings (6) (39)
Distributions to noncontrolling interests (2) (2)
Repayments of other loans 0 (1)
Other (1) 0
Net cash provided by (used in) financing activities 210 (131)
EFFECT OF EXCHANGE RATE ON CASH 0 0
NET DECREASE IN CASH AND CASH EQUIVALENTS (3) (4)
Cash and cash equivalents, at beginning of period 37 44
Cash and cash equivalents, at end of period 34 40
Supplemental disclosures of cash flow information:    
Cash paid for interest 74 65
Cash (refunds) payments for federal, state, and foreign income taxes, net (13) 3
Leased assets obtained in exchange for new operating lease liabilities 298 133
Additions of property and equipment included in Accounts payable $ 31 $ 31
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SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Jan. 27, 2024
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Business

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

Fiscal Year

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

Basis of Presentation

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

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In the Company’s opinion, these Condensed Consolidated Financial Statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. However, the results of operations for interim periods may not be indicative of the results that may be expected for a full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2023 (the “Annual Report”). There were no material changes in significant accounting policies from those described in the Annual Report.

Use of Estimates

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

Reclassifications

Within the Condensed Consolidated Financial Statements certain immaterial amounts have been reclassified to conform with current period presentation. These reclassifications had no impact on reported net income, cash flows, or total assets and liabilities.

Cash and Cash Equivalents

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

Substantially all of the Company’s inventories consist of finished goods. To value discrete inventory items at lower of cost or net realizable value before application of any last-in, first-out (“LIFO”) reserve, the Company utilizes the weighted average cost method, perpetual cost method, the retail inventory method and the replacement cost method. Allowances for vendor funds and cash discounts received from suppliers are recorded as a reduction to Inventories, net and subsequently within Cost of sales upon the sale of the related products. Inventory quantities are evaluated throughout each fiscal year based on physical counts in the Company’s distribution facilities and stores. Allowances for inventory shortages are recorded based on the results of these counts. The LIFO reserve was approximately $357 million and $344 million as of January 27, 2024 and July 29, 2023, respectively, which is recorded within Inventories, net on the Condensed Consolidated Balance Sheets.
v3.24.0.1
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS
 6 Months Ended
Jan. 27, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]  
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS
NOTE 2—RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

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

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendments also require disclosure on an annual basis of income taxes paid disaggregated by federal, state and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. In addition, the amendments require disclosures of disaggregated pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. The Company is required to adopt the amendments in this update in fiscal 2026. Early adoption is permitted. The amendments in this update should be applied on a prospective basis, but can also be applied retrospectively. The Company is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements.
v3.24.0.1
REVENUE RECOGNITION
 6 Months Ended
Jan. 27, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE RECOGNITION
NOTE 3—REVENUE RECOGNITION

Disaggregation of Revenues

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

•Chains, which consists of customer accounts that typically have more than 10 operating stores and excludes stores included within the Supernatural and Other channels defined below;
•Independent retailers, which includes smaller size accounts including single store and multiple store locations, and group purchasing entities that are not classified within Chains above or Other defined below;
•Supernatural, which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of one customer;
•Retail, which reflects the Company’s Retail segment, including Cub® Foods and Shoppers® stores; and
•Other, which includes international customers outside of Canada, foodservice, eCommerce, 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.
 Net Sales for the 13-Week Period Ended
(in millions)January 27, 2024
Customer ChannelWholesaleRetailOther
Eliminations(1)
Consolidated
Chains$3,266 $— $— $— $3,266 
Independent retailers1,907 — — — 1,907 
Supernatural1,751 — — — 1,751 
Retail— 631 — — 631 
Other563 — 52 — 615 
Eliminations— — — (395)(395)
Total$7,487 $631 $52 $(395)$7,775 
Net Sales for the 13-Week Period Ended
(in millions)
January 28, 2023
Customer ChannelWholesaleRetailOther
Eliminations(1)
Consolidated
Chains$3,322 $— $— $— $3,322 
Independent retailers1,980 — — — 1,980 
Supernatural1,659 — — — 1,659 
Retail— 660 — — 660 
Other553 — 56 — 609 
Eliminations— — — (414)(414)
Total$7,514 $660 $56 $(414)$7,816 
 Net Sales for the 26-Week Period Ended
(in millions)January 27, 2024
Customer ChannelWholesaleRetailOther
Eliminations(1)
Consolidated
Chains$6,450 $— $— $— $6,450 
Independent retailers3,806 — — — 3,806 
Supernatural3,363 — — — 3,363 
Retail— 1,237 — — 1,237 
Other1,149 — 112 — 1,261 
Eliminations— — — (790)(790)
Total$14,768 $1,237 $112 $(790)$15,327 
Net Sales for the 26-Week Period Ended
(in millions)
January 28, 2023
Customer ChannelWholesaleRetailOther
Eliminations(1)
Consolidated
Chains$6,546 $— $— $— $6,546 
Independent retailers3,927 — — — 3,927 
Supernatural3,172 — — — 3,172 
Retail— 1,273 — — 1,273 
Other1,128 — 116 — 1,244 
Eliminations— — — (814)(814)
Total$14,773 $1,273 $116 $(814)$15,348 
(1)Eliminations primarily includes the net sales elimination of Wholesale to Retail sales and the elimination of sales from segments included within Other to Wholesale.
The Company serves customers in the United States and Canada, as well as customers located in other countries. However, all of the Company’s revenue is earned in the United States and Canada, and international distribution occurs through freight-forwarders. The Company does not have any performance obligations on international shipments subsequent to delivery to the domestic port.

Accounts and Notes Receivable Balances

Accounts and notes receivable are as follows:
(in millions)January 27, 2024July 29, 2023
Customer accounts receivable$977 $887 
Allowance for uncollectible receivables (17)(17)
Other receivables, net30 19 
Accounts receivable, net$990 $889 
Notes receivable, net, included within Prepaid expenses and other current assets
$3 $3 
Long-term notes receivable, net, included within Other long-term assets
$7 $7 

In fiscal 2023, the Company entered into an agreement to sell, on a revolving basis, certain customer accounts receivable to a third-party financial institution. Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of January 27, 2024 and July 29, 2023, was approximately $333 million and $310 million, respectively. Net proceeds received are included within cash from operating activities in the Condensed Consolidated Statements of Cash Flows in the period of sale. The loss on sale of receivables was $5 million for the second quarters of fiscal 2024 and 2023, and $10 million and $5 million for fiscal 2024 and 2023 year-to-date, respectively, and is recorded within Loss (gain) on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.
v3.24.0.1
PROPERTY AND EQUIPMENT, NET
 6 Months Ended
Jan. 27, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET
NOTE 4—PROPERTY AND EQUIPMENT, NET

In fiscal 2024, the Company determined that it was more likely than not that it would dispose of one of its corporate-owned office locations before the end of its previously estimated useful life. As a result, the Company conducted an impairment review and recorded a $21 million non-cash asset impairment charge in fiscal 2024 year-to-date. The fair value utilized in the Company’s impairment review was determined based on the market approach. The impairment charge is recorded within Loss (gain) on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations. There were no asset impairment charges recorded in the second quarter of fiscal 2024 and for fiscal 2023 year-to-date.
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET
 6 Months Ended
Jan. 27, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS, NET
NOTE 5—GOODWILL AND INTANGIBLE ASSETS, NET

Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following:
(in millions)WholesaleOther Total
Goodwill as of July 29, 2023
$10 
(1)
$10 
(2)
$20 
Change in foreign exchange rates— — — 
Goodwill as of January 27, 2024
$10 
(1)
$10 
(2)
$20 
(1)Wholesale amounts are net of accumulated goodwill impairment charges of $717 million as of July 29, 2023 and January 27, 2024.
(2)Other amounts are net of accumulated goodwill impairment charges of $10 million as of July 29, 2023 and January 27, 2024.
Identifiable intangible assets, net consisted of the following:
January 27, 2024July 29, 2023
(in millions)Gross Carrying
Amount		Accumulated
Amortization		NetGross Carrying
Amount		Accumulated
Amortization		Net
Amortizing intangible assets:
Customer relationships$1,007 $383 $624 $1,007 $354 $653 
Pharmacy prescription files33 25 8 33 22 11 
Operating lease intangibles6 5 1 6 5 1 
Trademarks and tradenames88 61 27 89 57 32 
Total amortizing intangible assets1,134 474 660 1,135 438 697 
Indefinite lived intangible assets:      
Trademarks and tradenames25 — 25 25 — 25 
Intangibles assets, net$1,159 $474 $685 $1,160 $438 $722 
Amortization expense was $18 million for the second quarters of fiscal 2024 and 2023, respectively, and $36 million for fiscal 2024 and 2023 year-to-date, respectively. The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of January 27, 2024 is as shown below:
Fiscal Year:(in millions)
Remaining fiscal 2024$37 
202571 
202667 
202764 
202861 
Thereafter360 
$660 
v3.24.0.1
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
 6 Months Ended
Jan. 27, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
NOTE 6—FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Recurring Fair Value Measurements

The following tables provide the fair value hierarchy for financial assets and liabilities measured on a recurring basis:
Condensed Consolidated Balance Sheets LocationFair Value at January 27, 2024
(in millions)Level 1Level 2Level 3
Assets:
Interest rate swaps designated as hedging instrumentsPrepaid expenses and other current assets$— $13 $— 
Interest rate swaps designated as hedging instrumentsOther long-term assets$— $1 $— 
Liabilities:
Fuel derivatives designated as hedging instrumentsAccrued expenses and other current liabilities$— $1 $— 
Interest rate swaps designated as hedging instrumentsOther long-term liabilities$— $1 $— 
Condensed Consolidated Balance Sheets LocationFair Value at July 29, 2023
(in millions)Level 1Level 2Level 3
Assets:
Interest rate swaps designated as hedging instrumentsPrepaid expenses and other current assets$— $17 $— 
Interest rate swaps designated as hedging instrumentsOther long-term assets$— $5 $— 
Liabilities:
Fuel derivatives designated as hedging instrumentsAccrued expenses and other current liabilities$— $1 $— 

Interest Rate Swap Contracts

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

Fair Value Estimates

For certain of the Company’s financial instruments including cash and cash equivalents, receivables, accounts payable, accrued vacation, compensation and benefits, and other current assets and liabilities the fair values approximate carrying amounts due to their short maturities. The fair value of notes receivable is estimated by using a discounted cash flow approach prior to consideration for uncollectible amounts and is calculated by applying a market rate for similar instruments using Level 3 inputs. The fair value of debt is estimated based on market quotes, where available, or market values for similar instruments, using Level 2 and 3 inputs. In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs.
 January 27, 2024July 29, 2023
(in millions)Carrying ValueFair ValueCarrying ValueFair Value
Notes receivable, including current portion$15 $9 $15 $8 
Long-term debt, including current portion$2,180 $2,123 $1,963 $1,903 
v3.24.0.1
DERIVATIVES
 6 Months Ended
Jan. 27, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVES
NOTE 7—DERIVATIVES

Management of Interest Rate Risk

The Company enters into interest rate swap contracts from time to time to mitigate its exposure to changes in market interest rates as part of its overall strategy to manage its debt portfolio to achieve an overall desired position of notional debt amounts subject to fixed and floating interest rates. Interest rate swap contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company’s interest rate swap contracts are designated as cash flow hedges as of January 27, 2024. Interest rate swap contracts are reflected at their fair values in the Condensed Consolidated Balance Sheets. Refer to Note 6—Fair Value Measurements of Financial Instruments for further information on the fair value of interest rate swap contracts.
Details of active swap contracts as of January 27, 2024, which are all pay fixed and receive floating, are as follows:
Effective DateSwap MaturityNotional Value (in millions)Pay Fixed RateReceive Floating RateFloating Rate Reset Terms
January 11, 2019March 28, 2024100 2.3600 %One-Month Term SOFRMonthly
January 23, 2019March 28, 2024100 2.4250 %One-Month Term SOFRMonthly
November 30, 2018October 31, 2024100 2.7385 %One-Month Term SOFRMonthly
January 11, 2019October 31, 2024100 2.4025 %One-Month Term SOFRMonthly
January 24, 2019October 31, 202450 2.4090 %One-Month Term SOFRMonthly
October 26, 2018October 22, 202550 2.8725 %One-Month Term SOFRMonthly
November 16, 2018October 22, 202550 2.8750 %One-Month Term SOFRMonthly
November 16, 2018October 22, 202550 2.8380 %One-Month Term SOFRMonthly
January 24, 2019October 22, 202550 2.4750 %One-Month Term SOFRMonthly
December 29, 2023June 3, 2027100 3.7525 %One-Month Term SOFRMonthly
December 29, 2023June 3, 2027100 3.7770 %One-Month Term SOFRMonthly
$850 

The Company performs an initial quantitative assessment of hedge effectiveness using the “Hypothetical Derivative Method” in the period in which the hedging transaction is entered. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. In future reporting periods, the Company performs a qualitative analysis for quarterly prospective and retrospective assessments of hedge effectiveness. The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions. The entire change in the fair value of the derivative is initially reported in Other comprehensive income (outside of earnings) in the Condensed Consolidated Statements of Comprehensive (Loss) Income and subsequently reclassified to earnings in Interest expense, net in the Condensed Consolidated Statements of Operations when the hedged transactions affect earnings.

The location and amount of gains or losses recognized in the Condensed Consolidated Statements of Operations for interest rate swap contracts for each of the periods, presented on a pre-tax basis, are as follows:
13-Week Period Ended26-Week Period Ended
January 27, 2024January 28, 2023January 27, 2024January 28, 2023
(in millions)Interest expense, netInterest expense, net
Total amounts of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
$40 $39 $75 $74 
Gain on cash flow hedging relationships:
Gain reclassified from comprehensive income into earnings$5 $4 $10 $4 
v3.24.0.1
LONG-TERM DEBT
 6 Months Ended
Jan. 27, 2024
Debt Disclosure [Abstract]  
LONG-TERM DEBT
NOTE 8—LONG-TERM DEBT

The Company’s long-term debt consisted of the following:
(in millions)
Average Interest Rate at
January 27, 2024
Fiscal Maturity YearJanuary 27,
2024		July 29,
2023
Term Loan Facility8.72%2026$645 $670 
ABL Credit Facility6.56%20271,054 812 
Senior Notes6.75%2029500 500 
Other secured loans4.43%20254 9 
Debt issuance costs, net(18)(22)
Original issue discount on debt(5)(6)
Long-term debt, including current portion2,180 1,963 
Less: current portion of long-term debt(4)(7)
Long-term debt$2,176 $1,956 

Senior Notes

On October 22, 2020, the Company issued $500 million of unsecured 6.750% senior notes due October 15, 2028 (the “Senior Notes”). The Senior Notes, which are presented net of debt issuance costs of $6 million as of January 27, 2024 in the Condensed Consolidated Balance Sheets, are guaranteed by each of the Company’s subsidiaries that are borrowers under or that guarantee the ABL Credit Facility or the Term Loan Facility (defined below).

ABL Credit Facility

The revolving credit agreement dated as of June 3, 2022 (the “ABL Loan Agreement”), by and among the Company (the “U.S. Borrower”) and UNFI Canada (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), and the financial institutions that are parties thereto as lenders (collectively, the “ABL Lenders”), Wells Fargo Bank, N.A. as administrative agent for the ABL Lenders, and the other parties thereto, provides for a secured asset-based revolving credit facility (the “ABL Credit Facility”), of which up to $2,600 million is available to the Borrowers, including a U.S. Dollar equivalent of $100 million sublimit for borrowings in Canadian dollars. Under the ABL Loan Agreement, the Borrowers may, at their option, increase the aggregate amount of the ABL Credit Facility in an amount of up to $750 million without the consent of any ABL Lenders not participating in such increase, subject to certain customary conditions and applicable lenders committing to provide the increase in funding. There is no assurance that additional funding would be available.

The Borrowers’ obligations under the ABL Credit Facility are guaranteed by most of the Company’s wholly-owned subsidiaries (collectively, the “Guarantors”), subject to customary exceptions and limitations. The Borrowers’ obligations under the ABL Credit Facility and the Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on certain accounts receivable, inventory and certain other assets arising therefrom or related thereto of the Borrowers and Guarantors (including substantially all of their deposit accounts, collectively, the “ABL Assets”) and (ii) a second-priority lien on all of the Borrowers’ and Guarantors’ assets that do not constitute ABL Assets, in each case, subject to customary exceptions and limitations.

Availability under the ABL Credit Facility is subject to a borrowing base (the “Borrowing Base”), which is based on 90% of eligible accounts receivable, plus 90% of eligible credit card receivables, plus 90% to 92.5% of the net orderly liquidation value of eligible inventory, plus 90% of eligible pharmacy receivables, plus certain availability related to pharmacy prescription files, after adjusting for customary reserves, but at no time shall exceed the lesser of the aggregate commitments under the ABL Credit Facility (currently $2,600 million) or the Borrowing Base.
The assets included in the Condensed Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a first-priority basis were as follows:
(in millions)January 27,
2024		July 29,
2023
Certain inventory assets included in Inventories, net$1,850 $1,861 
Certain receivables included in Accounts receivable, net584 571 
Pharmacy prescription files included in Intangible assets, net8 11 
Total$2,442 $2,443 

As of January 27, 2024, the Borrowers’ Borrowing Base was $2,606 million, reflecting the advance rates described above and $105 million of reserves, which is above the $2,600 million limit of availability. This resulted in total availability of $2,600 million for loans and letters of credit under the ABL Credit Facility. The Company’s unused credit under the ABL Credit Facility was as follows:
(in millions)January 27, 2024
Total availability for ABL loans and letters of credit$2,600 
ABL loans outstanding(1,054)
Letters of credit outstanding(150)
Unused credit$1,396 

The applicable interest rates, unutilized commitment fees and letter of credit fees under the ABL Credit Facility are variable and are dependent upon the prior fiscal quarter’s daily Average Availability (as defined in the ABL Loan Agreement), and were as follows:
Range of Facility Rates and Fees (per annum)January 27, 2024
Borrowers’ applicable margin for base rate loans
0.00% - 0.25%
0.00 %
Borrowers’ applicable margin for SOFR and BA loans(1)
1.00% - 1.25%
1.00 %
Unutilized commitment fees
0.20%
0.20 %
Letter of credit fees
1.125% - 1.375%
1.125 %
(1) The U.S. Borrower utilizes SOFR-based loans and the Canadian Borrower utilizes bankers’ acceptance rate-based loans.

Term Loan Facility

The term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”), by and among the Company and SUPERVALU INC. (“Supervalu” and, collectively with the Company, the “Term Borrowers”), the financial institutions that are parties thereto as lenders (collectively, the “Term Lenders”), Credit Suisse, as administrative agent for the Term Lenders, and the other parties thereto, provides for a $1,800 million senior secured first lien term loan (the “Term Loan Facility”). The net proceeds from the Term Loan Facility were used to finance the Supervalu acquisition and related transaction costs. Any amounts then outstanding will be payable in full on October 22, 2025.

The obligations under the Term Loan Facility are guaranteed by the Guarantors, subject to customary exceptions and limitations. The Term Borrowers’ obligations under the Term Loan Facility and the Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on substantially all of the Term Borrowers’ and the Guarantors’ assets other than the ABL Assets and (ii) a second-priority lien on substantially all of the Term Borrowers’ and the Guarantors’ ABL Assets, in each case, subject to customary exceptions and limitations, including an exception for owned real property with net book values of less than $10 million. As of January 27, 2024 and July 29, 2023, there was $608 million and $617 million, respectively, of owned real property pledged as collateral that was included in Property and equipment, net in the Condensed Consolidated Balance Sheets.

The Company must prepay loans outstanding under the Term Loan Facility no later than 130 days after the fiscal year end in an aggregate principal amount equal to a specified percentage (which percentage ranges from 0 to 75 percent depending on the Consolidated First Lien Net Leverage Ratio as of the last day of such fiscal year) of Excess Cash Flow (as defined in the Term Loan Agreement), minus certain types of voluntary prepayments of indebtedness made during such fiscal year. The potential amount of prepayment from Excess Cash Flow in fiscal 2024 that may be required in fiscal 2025 is not reasonably estimable as of January 27, 2024.
As of January 27, 2024, the Company had borrowings of $645 million outstanding under the Term Loan Facility, which are presented in the Condensed Consolidated Balance Sheets net of debt issuance costs of $5 million and an original issue discount on debt of $5 million. As of January 27, 2024, no amount of the Term Loan Facility was classified as current.

As of January 27, 2024, the borrowings under the Term Loan Facility bear interest at rates that, at the Term Borrowers’ option, can be either: (i) a base rate plus a margin of 2.25% or (ii) a SOFR rate plus a margin of 3.25%, provided that the SOFR rate shall never be less than 0.0%.
v3.24.0.1
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS
 6 Months Ended
Jan. 27, 2024
Equity [Abstract]  
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS
NOTE 9—COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2024 year-to-date were as follows:
(in millions)Other Cash Flow DerivativesBenefit PlansForeign Currency TranslationSwap AgreementsTotal
Accumulated other comprehensive (loss) income at July 29, 2023$— $(21)$(21)$14 $(28)
Other comprehensive loss before reclassifications— — (1)— (1)
Amortization of amounts included in net periodic benefit income— 1 — — 1 
Amortization of cash flow hedges— — — (7)(7)
Net current period Other comprehensive income (loss)— 1 (1)(7)(7)
Accumulated other comprehensive (loss) income at January 27, 2024$— $(20)$(22)$7 $(35)

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2023 year-to-date were as follows:
(in millions) Other Cash Flow DerivativesBenefit PlansForeign Currency TranslationSwap AgreementsTotal
Accumulated other comprehensive income (loss) at July 30, 2022$2 $(3)$(19)$— $(20)
Other comprehensive (loss) income before reclassifications(3)— (2)17 12 
Amortization of amounts included in net periodic benefit income— 1 — — 1 
Amortization of cash flow hedges1 — — (3)(2)
Net current period Other comprehensive (loss) income(2)1 (2)14 11 
Accumulated other comprehensive income (loss) at January 28, 2023$— $(2)$(21)$14 $(9)
Items reclassified out of Accumulated other comprehensive loss had the following impact on the Condensed Consolidated Statements of Operations:
13-Week Period Ended26-Week Period EndedAffected Line Item on the Condensed Consolidated Statements of Operations
(in millions)January 27,
2024		January 28,
2023		January 27,
2024		January 28,
2023
Pension and postretirement benefit plan net assets:
Amortization of amounts included in net periodic benefit income(1)
$1 $1 $1 $1 Net periodic benefit income, excluding service cost
Income tax expense (benefit)— — — — (Benefit) provision for income taxes
Total reclassifications, net of tax$1 $1 $1 $1 
Swap agreements:
Reclassification of cash flow hedges$(5)$(4)$(10)$(4)Interest expense, net
Income tax expense2 1 3 1 (Benefit) provision for income taxes
Total reclassifications, net of tax$(3)$(3)$(7)$(3)
Other cash flow hedges:
Reclassification of cash flow hedge$— $1 $— $2 Cost of sales
Income tax benefit — (1)— (1)(Benefit) provision for income taxes
Total reclassifications, net of tax$— $— $— $1 
(1)Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost as reflected in Note 11—Benefit Plans.

As of January 27, 2024, the Company expects to reclassify $11 million related to unrealized derivative gains out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period.
v3.24.0.1
SHARE-BASED AWARDS
 6 Months Ended
Jan. 27, 2024
Share-Based Awards [Abstract]  
SHARE-BASED AWARDS
NOTE 10—SHARE-BASED AWARDS
In fiscal 2024 year-to-date, the Company granted restricted stock units and performance share units to its directors, executive officers and certain employees representing a right to receive an aggregate of 3.3 million shares. As of January 27, 2024, there were 1.7 million shares available for issuance under the Third Amended and Restated 2020 Equity Incentive Plan.
v3.24.0.1
BENEFIT PLANS
 6 Months Ended
Jan. 27, 2024
Retirement Benefits [Abstract]  
BENEFIT PLANS
NOTE 11—BENEFIT PLANS

Net periodic benefit (income) cost and contributions to defined benefit pension and other postretirement benefit plans consisted of the following:
13-Week Period Ended
Pension BenefitsOther Postretirement Benefits
(in millions)January 27, 2024January 28, 2023January 27, 2024January 28, 2023
Interest cost$18 $15 $— $— 
Expected return on plan assets(23)(23)— — 
Amortization of prior service cost— — 1 1 
Net periodic benefit (income) cost$(5)$(8)$1 $1 
Contributions to benefit plans$— $— $— $— 
26-Week Period Ended
Pension BenefitsOther Postretirement Benefits
(in millions)January 27, 2024January 28, 2023January 27, 2024January 28, 2023
Interest cost$37 $32 $— $— 
Expected return on plan assets(45)(47)— — 
Amortization of prior service cost— — 1 1 
Net periodic benefit (income) cost$(8)$(15)$1 $1 
Contributions to benefit plans$— $— $— $— 

Contributions

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

Multiemployer Pension Plans

The Company contributed $13 million and $12 million in the second quarters of fiscal 2024 and 2023, respectively, and $26 million and $23 million in fiscal 2024 and 2023 year-to-date, respectively, to multiemployer pension plans, which contributions are included within Operating expenses.
v3.24.0.1
INCOME TAXES
 6 Months Ended
Jan. 27, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES
NOTE 12—INCOME TAXES

The effective tax rate for the second quarter of fiscal 2024 was a benefit rate of 26.3% on pre-tax loss compared to an expense rate of 29.0% on pre-tax income for the second quarter of fiscal 2023. The change from the second quarter of fiscal 2023 is primarily driven by the reduction in pre-tax income during the second quarter of fiscal 2023.

The effective tax rate for fiscal 2024 year-to-date was a benefit rate of 20.9% on pre-tax loss compared to an expense rate of 13.6% on pre-tax income for fiscal 2023 year-to-date. The change from fiscal 2023 year-to-date is primarily driven by the reduction of discrete tax benefits related to employee stock award vestings in the first quarter of fiscal 2024. In addition, the first quarter of fiscal 2023 included a tax benefit from the release of reserves for unrecognized tax positions that did not recur in the first quarter of fiscal 2024. The primary drivers for the variation between the Company’s statutory tax rate and its effective tax rate for fiscal 2024 and fiscal 2023 year-to-date were discrete tax detriments and benefits, respectively, resulting from share award vestings.
v3.24.0.1
EARNINGS PER SHARE
 6 Months Ended
Jan. 27, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
NOTE 13—EARNINGS PER SHARE
 
The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share:
 13-Week Period Ended26-Week Period Ended
(in millions, except per share data)January 27,
2024		January 28,
2023		January 27,
2024		January 28,
2023
Basic weighted average shares outstanding59.4 59.8 59.0 59.3 
Net effect of dilutive stock awards based upon the treasury stock method
— 1.2 — 2.0 
Diluted weighted average shares outstanding59.4 61.0 59.0 61.3 
Basic (loss) earnings per share(1)
$(0.25)$0.32 $(0.92)$1.43 
Diluted (loss) earnings per share(1)
$(0.25)$0.31 $(0.92)$1.38 
Anti-dilutive share-based awards excluded from the calculation of diluted (loss) earnings per share2.2 0.8 2.0 0.8 
(1)(Loss) earnings per share amounts are calculated using actual unrounded figures.
v3.24.0.1
BUSINESS SEGMENTS
 6 Months Ended
Jan. 27, 2024
Segment Reporting [Abstract]  
BUSINESS SEGMENTS
NOTE 14—BUSINESS SEGMENTS

The Company has two reportable segments: Wholesale and Retail. These reportable segments are two distinct businesses, each with a different customer base, marketing strategy and management structure. The Company organizes and operates the Wholesale reportable segment through three U.S geographic regions: East, Central and West, and Canada Wholesale, which is operated separately from the U.S. Wholesale business. The U.S. Wholesale and Canada Wholesale operating segments have similar products and services, customer channels, distribution methods and economic characteristics, and therefore have been aggregated into a single reportable segment. Reportable segments are reviewed on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred.
The following table provides information by reportable segment, including Net sales, Adjusted EBITDA, with a reconciliation to (Loss) income before income taxes, depreciation and amortization, and payments for capital expenditures:
13-Week Period Ended26-Week Period Ended
 (in millions)January 27, 2024January 28, 2023January 27, 2024January 28, 2023
Net sales:
Wholesale(1)
$7,487 $7,514 $14,768 $14,773 
Retail631 660 1,237 1,273 
Other52 56 112 116 
Eliminations(395)(414)(790)(814)
Total Net sales$7,775 $7,816 $15,327 $15,348 
Adjusted EBITDA:
Wholesale$118 $137 $235 $308 
Retail8 28 7 48 
Other4 15 7 34 
Eliminations(2)1 (4)(2)
Adjustments:
Net income attributable to noncontrolling interests1 3 1 4 
Net periodic benefit income, excluding service cost4 7 7 14 
Interest expense, net(40)(39)(75)(74)
Other income, net1 — 1 1 
Depreciation and amortization(74)(73)(152)(147)
Share-based compensation(10)(11)(16)(23)
LIFO charge(6)(29)(13)(50)
Restructuring, acquisition and integration related expenses(4)(3)(8)(5)
(Loss) gain on sale of assets and other asset charges(5)(1)(24)4 
Business transformation costs
(14)(4)(29)(9)
Other adjustments— — (4)— 
(Loss) income before income taxes
$(19)$31 $(67)$103 
Depreciation and amortization:
Wholesale$66 $62 $133 $126 
Retail8 10 16 18 
Other— 1 3 3 
Total depreciation and amortization$74 $73 $152 $147 
Payments for capital expenditures:
Wholesale$64 $74 $135 $131 
Retail3 10 6 20 
Total capital expenditures$67 $84 $141 $151 
(1)As presented in Note 3—Revenue Recognition, the Company recorded $330 million and $353 million for the second quarters of fiscal 2024 and 2023, respectively, and $651 million and $687 million in fiscal 2024 and 2023 year-to-date, respectively, within Net sales in its Wholesale reportable segment attributable to Wholesale to Retail sales that have been eliminated upon consolidation.
Total assets by reportable segment were as follows:
(in millions)January 27, 2024July 29, 2023
Assets:
Wholesale$6,718 $6,405 
Retail630 648 
Other372 377 
Eliminations(49)(36)
Total assets$7,671 $7,394 
v3.24.0.1
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS
 6 Months Ended
Jan. 27, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS
NOTE 15—COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Guarantees and Contingent Liabilities

The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of January 27, 2024. These guarantees were generally made to support the business growth of wholesale customers. The guarantees are generally for the entire terms of the leases, fixture financing loans or other debt obligations with remaining terms that range from less than one year to seven years, with a weighted average remaining term of approximately four years. For each guarantee issued, if the wholesale customer or other third-party defaults on a payment, the Company would be required to make payments under its guarantee. Generally, the guarantees are secured by indemnification agreements or personal guarantees. The Company reviews performance risk related to its guarantee obligations based on internal measures of credit performance. As of January 27, 2024, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $11 million ($9 million on a discounted basis). Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of January 27, 2024, a total estimated loss of less than $1 million is recorded in the Condensed Consolidated Balance Sheets.

The Company is a party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters in the ordinary course of business, which indemnities may be secured by operation of law or otherwise. These agreements primarily relate to the Company’s commercial contracts, service agreements, contracts entered into for the purchase and sale of stock or assets, operating leases and other real estate contracts, financial agreements, agreements to provide services to the Company and agreements to indemnify officers, directors and employees in the performance of their work. While the Company’s aggregate indemnification obligations could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability. No amount has been recorded in the Condensed Consolidated Balance Sheets for these contingent obligations as the fair value has been determined to be de minimis.

In connection with Supervalu’s sale of New Albertson’s, Inc. (“NAI”) on March 21, 2013, the Company remains contingently liable with respect to certain self-insurance commitments and other guarantees as a result of parental guarantees issued by Supervalu with respect to the obligations of NAI that were incurred while NAI was Supervalu’s subsidiary. Based on the expected settlement of the self-insurance claims that underlie the Company’s commitments, the Company believes that such contingent liabilities will continue to decline. Subsequent to the sale of NAI, NAI collateralized most of these obligations with letters of credit and surety bonds to numerous state governmental authorities. Because NAI remains a primary obligor on these self-insurance and other obligations and has collateralized most of the self-insurance obligations for which the Company remains contingently liable, the Company believes that the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these guarantees, as the fair value has been determined to be de minimis.
Agreements with Save-A-Lot and Onex

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

Other Contractual Commitments

In the ordinary course of business, the Company enters into supply contracts to purchase products for resale and service contracts for fixed asset and information technology systems. These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. As of January 27, 2024, the Company had approximately $657 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year.

As of January 27, 2024, the Company had commitments of $323 million for future undiscounted minimum lease payments on leases signed but not yet commenced with terms of up to 21 years from commencement date. A lease agreement for a facility in Manchester, Pennsylvania entered into in fiscal 2023 commenced in the second quarter of fiscal 2024 resulting in the recognition of a $205 million right-of-use asset and operating lease liability in the Condensed Consolidated Balance Sheets.

Legal Proceedings

The Company is one of dozens of companies that have been named in various lawsuits alleging that drug manufacturers, retailers and distributors contributed to the national opioid epidemic. Currently, UNFI, primarily through its subsidiary, Advantage Logistics, is named in approximately 43 suits pending in the United States District Court for the Northern District of Ohio where thousands of cases have been consolidated as Multi-District Litigation (“MDL”). In accordance with the Stock Purchase Agreement dated January 10, 2013, between New Albertson’s Inc. (“New Albertson’s”) and the Company (the “Stock Purchase Agreement”), New Albertson’s is defending and indemnifying UNFI in a majority of the cases under a reservation of rights as those cases relate to New Albertson’s pharmacies. In one of the MDL cases, MDL No. 2804 filed by The Blackfeet Tribe of the Blackfeet Indian Reservation, all defendants were ordered to Answer the Complaint, which UNFI did on July 26, 2019. To date, no discovery has been conducted against UNFI in any of the actions. On October 7, 2022, the MDL Court issued an order directing the Company and numerous other “non-litigating” defendants to submit by November 1, 2022, a list of opioid cases where the Company is named and opioid dispensing and distribution data. The Company produced the data in compliance with the order. On March 8, 2023, the Company received a subpoena from the Consumer Protection Division of the Maryland Attorney General’s Office seeking records related to the distribution and dispensing of opioids. On May 19, 2023, the Company provided an initial production in response to the subpoena and is in the process of gathering additional responsive documents. The Company believes these claims are without merit and intends to vigorously defend this matter.
On January 21, 2021, various health plans filed a complaint in Minnesota state court against the Company, Albertson’s Companies, LLC (“Albertson’s”) and Safeway, Inc. alleging the defendants committed fraud by improperly reporting inflated prices for prescription drugs for members of health plans. The Plaintiffs assert six causes of action against the defendants: common law fraud, fraudulent nondisclosure, negligent misrepresentation, unjust enrichment, violation of the Minnesota Uniform Deceptive Trade Practices Act and violation of the Minnesota Prevention of Consumer Fraud Act. The plaintiffs allege that between 2006 and 2016, Supervalu overcharged the health plans by not providing the health plans, as part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested that Supervalu match competitor prices. Plaintiffs seek an unspecified amount of damages. Similar to the above case, for the majority of the relevant period Supervalu and Albertson’s operated as a combined company. In March 2013, Supervalu divested Albertson’s and pursuant to the Stock Purchase Agreement, Albertson’s is responsible for any claims regarding its pharmacies. On February 19, 2021, Albertson’s and Safeway removed the case to Minnesota Federal District Court, and on March 22, 2021, plaintiffs filed a motion to remand to state court. On February 26, 2021, defendants filed a motion to dismiss. The hearing on the remand motion and motions to dismiss occurred on May 20, 2021. On September 21, 2021, the Federal District Court remanded the case to Minnesota state court and did not rule on the motion to dismiss, which was refiled in state court. On February 1, 2022, the state court denied the motion to dismiss. On November 27, 2023, the court held a scheduling conference and thereafter entered a scheduling order setting various discovery and expert deadlines. The trial date is set for July 21, 2025. The Company believes these claims are without merit and is vigorously defending this matter.

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

From time to time, the Company receives notice of claims or potential claims or becomes involved in litigation, alternative dispute resolution, such as arbitration, or other legal and regulatory proceedings that arise in the ordinary course of its business, including investigations and claims regarding employment law, including wage and hour (including class actions); pension plans; labor union disputes, including unfair labor practices, such as claims for back-pay in the context of labor contract negotiations and other matters; supplier, customer and service provider contract terms and claims, including matters related to supplier or customer insolvency or general inability to pay obligations as they become due; product liability claims, including those where the supplier may be insolvent and customers or consumers are seeking recovery against the Company; real estate and environmental matters, including claims in connection with its ownership and lease of a substantial amount of real property, both retail and warehouse properties; and antitrust. Other than as described above, there are no pending material legal proceedings to which the Company is a party or to which its property is subject.
Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. Management regularly monitors the Company’s exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and estimates with respect to related costs and exposures. As of January 27, 2024, no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings.

Although management believes it has made appropriate assessments of potential and contingent loss in each of these cases based on current facts and circumstances, and application of prevailing legal principles, there can be no assurance that material differences in actual outcomes from management’s current assessments, costs and exposures relative to current predictions and estimates, or material changes in such predictions or estimates will not occur. The occurrence of any of the foregoing could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
v3.24.0.1
SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Jan. 27, 2024
Accounting Policies [Abstract]  
Nature of Business
Nature of Business

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

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

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In the Company’s opinion, these Condensed Consolidated Financial Statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. However, the results of operations for interim periods may not be indicative of the results that may be expected for a full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2023 (the “Annual Report”). There were no material changes in significant accounting policies from those described in the Annual Report.
Use of Estimates
Use of Estimates

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

Within the Condensed Consolidated Financial Statements certain immaterial amounts have been reclassified to conform with current period presentation. These reclassifications had no impact on reported net income, cash flows, or total assets and liabilities.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company’s banking arrangements allow it to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Condensed Consolidated Balance Sheets and are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows.
Inventories, Net
Inventories, Net
Substantially all of the Company’s inventories consist of finished goods. To value discrete inventory items at lower of cost or net realizable value before application of any last-in, first-out (“LIFO”) reserve, the Company utilizes the weighted average cost method, perpetual cost method, the retail inventory method and the replacement cost method. Allowances for vendor funds and cash discounts received from suppliers are recorded as a reduction to Inventories, net and subsequently within Cost of sales upon the sale of the related products. Inventory quantities are evaluated throughout each fiscal year based on physical counts in the Company’s distribution facilities and stores. Allowances for inventory shortages are recorded based on the results of these counts.
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements

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

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendments also require disclosure on an annual basis of income taxes paid disaggregated by federal, state and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. In addition, the amendments require disclosures of disaggregated pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. The Company is required to adopt the amendments in this update in fiscal 2026. Early adoption is permitted. The amendments in this update should be applied on a prospective basis, but can also be applied retrospectively. The Company is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements.
v3.24.0.1
REVENUE RECOGNITION (Tables)
 6 Months Ended
Jan. 27, 2024
Revenue from Contract with Customer [Abstract]  
Summary of Disaggregation of Revenue
The following tables detail the Company’s Net sales for the periods presented by customer channel for each of its segments. The Company does not record its revenues within its Wholesale reportable segment for financial reporting purposes by product group, and it is therefore impracticable for it to report them accordingly.
 Net Sales for the 13-Week Period Ended
(in millions)January 27, 2024
Customer ChannelWholesaleRetailOther
Eliminations(1)
Consolidated
Chains$3,266 $— $— $— $3,266 
Independent retailers1,907 — — — 1,907 
Supernatural1,751 — — — 1,751 
Retail— 631 — — 631 
Other563 — 52 — 615 
Eliminations— — — (395)(395)
Total$7,487 $631 $52 $(395)$7,775 
Net Sales for the 13-Week Period Ended
(in millions)
January 28, 2023
Customer ChannelWholesaleRetailOther
Eliminations(1)
Consolidated
Chains$3,322 $— $— $— $3,322 
Independent retailers1,980 — — — 1,980 
Supernatural1,659 — — — 1,659 
Retail— 660 — — 660 
Other553 — 56 — 609 
Eliminations— — — (414)(414)
Total$7,514 $660 $56 $(414)$7,816 
 Net Sales for the 26-Week Period Ended
(in millions)January 27, 2024
Customer ChannelWholesaleRetailOther
Eliminations(1)
Consolidated
Chains$6,450 $— $— $— $6,450 
Independent retailers3,806 — — — 3,806 
Supernatural3,363 — — — 3,363 
Retail— 1,237 — — 1,237 
Other1,149 — 112 — 1,261 
Eliminations— — — (790)(790)
Total$14,768 $1,237 $112 $(790)$15,327 
Net Sales for the 26-Week Period Ended
(in millions)
January 28, 2023
Customer ChannelWholesaleRetailOther
Eliminations(1)
Consolidated
Chains$6,546 $— $— $— $6,546 
Independent retailers3,927 — — — 3,927 
Supernatural3,172 — — — 3,172 
Retail— 1,273 — — 1,273 
Other1,128 — 116 — 1,244 
Eliminations— — — (814)(814)
Total$14,773 $1,273 $116 $(814)$15,348 
(1)Eliminations primarily includes the net sales elimination of Wholesale to Retail sales and the elimination of sales from segments included within Other to Wholesale.
Schedule of Accounts, Notes, Loans and Financing Receivable
Accounts and notes receivable are as follows:
(in millions)January 27, 2024July 29, 2023
Customer accounts receivable$977 $887 
Allowance for uncollectible receivables (17)(17)
Other receivables, net30 19 
Accounts receivable, net$990 $889 
Notes receivable, net, included within Prepaid expenses and other current assets
$3 $3 
Long-term notes receivable, net, included within Other long-term assets
$7 $7 
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables)
 6 Months Ended
Jan. 27, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Carrying Value of Goodwill
Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following:
(in millions)WholesaleOther Total
Goodwill as of July 29, 2023
$10 
(1)
$10 
(2)
$20 
Change in foreign exchange rates— — — 
Goodwill as of January 27, 2024
$10 
(1)
$10 
(2)
$20 
(1)Wholesale amounts are net of accumulated goodwill impairment charges of $717 million as of July 29, 2023 and January 27, 2024.
(2)Other amounts are net of accumulated goodwill impairment charges of $10 million as of July 29, 2023 and January 27, 2024.
Schedule of Identifiable Intangible Assets
Identifiable intangible assets, net consisted of the following:
January 27, 2024July 29, 2023
(in millions)Gross Carrying
Amount		Accumulated
Amortization		NetGross Carrying
Amount		Accumulated
Amortization		Net
Amortizing intangible assets:
Customer relationships$1,007 $383 $624 $1,007 $354 $653 
Pharmacy prescription files33 25 8 33 22 11 
Operating lease intangibles6 5 1 6 5 1 
Trademarks and tradenames88 61 27 89 57 32 
Total amortizing intangible assets1,134 474 660 1,135 438 697 
Indefinite lived intangible assets:      
Trademarks and tradenames25 — 25 25 — 25 
Intangibles assets, net$1,159 $474 $685 $1,160 $438 $722 
Schedule of Estimated Future Amortization Expense The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of January 27, 2024 is as shown below:
Fiscal Year:(in millions)
Remaining fiscal 2024$37 
202571 
202667 
202764 
202861 
Thereafter360 
$660 
v3.24.0.1
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables)
 6 Months Ended
Jan. 27, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables provide the fair value hierarchy for financial assets and liabilities measured on a recurring basis:
Condensed Consolidated Balance Sheets LocationFair Value at January 27, 2024
(in millions)Level 1Level 2Level 3
Assets:
Interest rate swaps designated as hedging instrumentsPrepaid expenses and other current assets$— $13 $— 
Interest rate swaps designated as hedging instrumentsOther long-term assets$— $1 $— 
Liabilities:
Fuel derivatives designated as hedging instrumentsAccrued expenses and other current liabilities$— $1 $— 
Interest rate swaps designated as hedging instrumentsOther long-term liabilities$— $1 $— 
Condensed Consolidated Balance Sheets LocationFair Value at July 29, 2023
(in millions)Level 1Level 2Level 3
Assets:
Interest rate swaps designated as hedging instrumentsPrepaid expenses and other current assets$— $17 $— 
Interest rate swaps designated as hedging instrumentsOther long-term assets$— $5 $— 
Liabilities:
Fuel derivatives designated as hedging instrumentsAccrued expenses and other current liabilities$— $1 $— 
Schedule of Fair Value, By Balance Sheet Grouping In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs.
 January 27, 2024July 29, 2023
(in millions)Carrying ValueFair ValueCarrying ValueFair Value
Notes receivable, including current portion$15 $9 $15 $8 
Long-term debt, including current portion$2,180 $2,123 $1,963 $1,903 
v3.24.0.1
DERIVATIVES (Tables)
 6 Months Ended
Jan. 27, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments
Details of active swap contracts as of January 27, 2024, which are all pay fixed and receive floating, are as follows:
Effective DateSwap MaturityNotional Value (in millions)Pay Fixed RateReceive Floating RateFloating Rate Reset Terms
January 11, 2019March 28, 2024100 2.3600 %One-Month Term SOFRMonthly
January 23, 2019March 28, 2024100 2.4250 %One-Month Term SOFRMonthly
November 30, 2018October 31, 2024100 2.7385 %One-Month Term SOFRMonthly
January 11, 2019October 31, 2024100 2.4025 %One-Month Term SOFRMonthly
January 24, 2019October 31, 202450 2.4090 %One-Month Term SOFRMonthly
October 26, 2018October 22, 202550 2.8725 %One-Month Term SOFRMonthly
November 16, 2018October 22, 202550 2.8750 %One-Month Term SOFRMonthly
November 16, 2018October 22, 202550 2.8380 %One-Month Term SOFRMonthly
January 24, 2019October 22, 202550 2.4750 %One-Month Term SOFRMonthly
December 29, 2023June 3, 2027100 3.7525 %One-Month Term SOFRMonthly
December 29, 2023June 3, 2027100 3.7770 %One-Month Term SOFRMonthly
$850 
Schedule of Interest Rate Derivatives
The location and amount of gains or losses recognized in the Condensed Consolidated Statements of Operations for interest rate swap contracts for each of the periods, presented on a pre-tax basis, are as follows:
13-Week Period Ended26-Week Period Ended
January 27, 2024January 28, 2023January 27, 2024January 28, 2023
(in millions)Interest expense, netInterest expense, net
Total amounts of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
$40 $39 $75 $74 
Gain on cash flow hedging relationships:
Gain reclassified from comprehensive income into earnings$5 $4 $10 $4 
v3.24.0.1
LONG-TERM DEBT (Tables)
 6 Months Ended
Jan. 27, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The Company’s long-term debt consisted of the following:
(in millions)
Average Interest Rate at
January 27, 2024
Fiscal Maturity YearJanuary 27,
2024		July 29,
2023
Term Loan Facility8.72%2026$645 $670 
ABL Credit Facility6.56%20271,054 812 
Senior Notes6.75%2029500 500 
Other secured loans4.43%20254 9 
Debt issuance costs, net(18)(22)
Original issue discount on debt(5)(6)
Long-term debt, including current portion2,180 1,963 
Less: current portion of long-term debt(4)(7)
Long-term debt$2,176 $1,956 
Schedule of Line of Credit Facilities
The assets included in the Condensed Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a first-priority basis were as follows:
(in millions)January 27,
2024		July 29,
2023
Certain inventory assets included in Inventories, net$1,850 $1,861 
Certain receivables included in Accounts receivable, net584 571 
Pharmacy prescription files included in Intangible assets, net8 11 
Total$2,442 $2,443 
The Company’s unused credit under the ABL Credit Facility was as follows:
(in millions)January 27, 2024
Total availability for ABL loans and letters of credit$2,600 
ABL loans outstanding(1,054)
Letters of credit outstanding(150)
Unused credit$1,396 

The applicable interest rates, unutilized commitment fees and letter of credit fees under the ABL Credit Facility are variable and are dependent upon the prior fiscal quarter’s daily Average Availability (as defined in the ABL Loan Agreement), and were as follows:
Range of Facility Rates and Fees (per annum)January 27, 2024
Borrowers’ applicable margin for base rate loans
0.00% - 0.25%
0.00 %
Borrowers’ applicable margin for SOFR and BA loans(1)
1.00% - 1.25%
1.00 %
Unutilized commitment fees
0.20%
0.20 %
Letter of credit fees
1.125% - 1.375%
1.125 %
(1) The U.S. Borrower utilizes SOFR-based loans and the Canadian Borrower utilizes bankers’ acceptance rate-based loans.
v3.24.0.1
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)
 6 Months Ended
Jan. 27, 2024
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)
Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2024 year-to-date were as follows:
(in millions)Other Cash Flow DerivativesBenefit PlansForeign Currency TranslationSwap AgreementsTotal
Accumulated other comprehensive (loss) income at July 29, 2023$— $(21)$(21)$14 $(28)
Other comprehensive loss before reclassifications— — (1)— (1)
Amortization of amounts included in net periodic benefit income— 1 — — 1 
Amortization of cash flow hedges— — — (7)(7)
Net current period Other comprehensive income (loss)— 1 (1)(7)(7)
Accumulated other comprehensive (loss) income at January 27, 2024$— $(20)$(22)$7 $(35)

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2023 year-to-date were as follows:
(in millions) Other Cash Flow DerivativesBenefit PlansForeign Currency TranslationSwap AgreementsTotal
Accumulated other comprehensive income (loss) at July 30, 2022$2 $(3)$(19)$— $(20)
Other comprehensive (loss) income before reclassifications(3)— (2)17 12 
Amortization of amounts included in net periodic benefit income— 1 — — 1 
Amortization of cash flow hedges1 — — (3)(2)
Net current period Other comprehensive (loss) income(2)1 (2)14 11 
Accumulated other comprehensive income (loss) at January 28, 2023$— $(2)$(21)$14 $(9)
Schedule of Reclassification Out of Accumulated Other Comprehensive Income
Items reclassified out of Accumulated other comprehensive loss had the following impact on the Condensed Consolidated Statements of Operations:
13-Week Period Ended26-Week Period EndedAffected Line Item on the Condensed Consolidated Statements of Operations
(in millions)January 27,
2024		January 28,
2023		January 27,
2024		January 28,
2023
Pension and postretirement benefit plan net assets:
Amortization of amounts included in net periodic benefit income(1)
$1 $1 $1 $1 Net periodic benefit income, excluding service cost
Income tax expense (benefit)— — — — (Benefit) provision for income taxes
Total reclassifications, net of tax$1 $1 $1 $1 
Swap agreements:
Reclassification of cash flow hedges$(5)$(4)$(10)$(4)Interest expense, net
Income tax expense2 1 3 1 (Benefit) provision for income taxes
Total reclassifications, net of tax$(3)$(3)$(7)$(3)
Other cash flow hedges:
Reclassification of cash flow hedge$— $1 $— $2 Cost of sales
Income tax benefit — (1)— (1)(Benefit) provision for income taxes
Total reclassifications, net of tax$— $— $— $1 
(1)Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost as reflected in Note 11—Benefit Plans.
v3.24.0.1
BENEFIT PLANS (Tables)
 6 Months Ended
Jan. 27, 2024
Retirement Benefits [Abstract]  
Schedule of Net Periodic Benefit Cost (Income) Recognized in Other Comprehensive Income (Loss)
Net periodic benefit (income) cost and contributions to defined benefit pension and other postretirement benefit plans consisted of the following:
13-Week Period Ended
Pension BenefitsOther Postretirement Benefits
(in millions)January 27, 2024January 28, 2023January 27, 2024January 28, 2023
Interest cost$18 $15 $— $— 
Expected return on plan assets(23)(23)— — 
Amortization of prior service cost— — 1 1 
Net periodic benefit (income) cost$(5)$(8)$1 $1 
Contributions to benefit plans$— $— $— $— 
26-Week Period Ended
Pension BenefitsOther Postretirement Benefits
(in millions)January 27, 2024January 28, 2023January 27, 2024January 28, 2023
Interest cost$37 $32 $— $— 
Expected return on plan assets(45)(47)— — 
Amortization of prior service cost— — 1 1 
Net periodic benefit (income) cost$(8)$(15)$1 $1 
Contributions to benefit plans$— $— $— $— 
v3.24.0.1
EARNINGS PER SHARE (Tables)
 6 Months Ended
Jan. 27, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) Per Share
The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share:
 13-Week Period Ended26-Week Period Ended
(in millions, except per share data)January 27,
2024		January 28,
2023		January 27,
2024		January 28,
2023
Basic weighted average shares outstanding59.4 59.8 59.0 59.3 
Net effect of dilutive stock awards based upon the treasury stock method
— 1.2 — 2.0 
Diluted weighted average shares outstanding59.4 61.0 59.0 61.3 
Basic (loss) earnings per share(1)
$(0.25)$0.32 $(0.92)$1.43 
Diluted (loss) earnings per share(1)
$(0.25)$0.31 $(0.92)$1.38 
Anti-dilutive share-based awards excluded from the calculation of diluted (loss) earnings per share2.2 0.8 2.0 0.8 
(1)(Loss) earnings per share amounts are calculated using actual unrounded figures.
v3.24.0.1
BUSINESS SEGMENTS (Tables)
 6 Months Ended
Jan. 27, 2024
Segment Reporting [Abstract]  
Schedule of Business Segment Information
The following table provides information by reportable segment, including Net sales, Adjusted EBITDA, with a reconciliation to (Loss) income before income taxes, depreciation and amortization, and payments for capital expenditures:
13-Week Period Ended26-Week Period Ended
 (in millions)January 27, 2024January 28, 2023January 27, 2024January 28, 2023
Net sales:
Wholesale(1)
$7,487 $7,514 $14,768 $14,773 
Retail631 660 1,237 1,273 
Other52 56 112 116 
Eliminations(395)(414)(790)(814)
Total Net sales$7,775 $7,816 $15,327 $15,348 
Adjusted EBITDA:
Wholesale$118 $137 $235 $308 
Retail8 28 7 48 
Other4 15 7 34 
Eliminations(2)1 (4)(2)
Adjustments:
Net income attributable to noncontrolling interests1 3 1 4 
Net periodic benefit income, excluding service cost4 7 7 14 
Interest expense, net(40)(39)(75)(74)
Other income, net1 — 1 1 
Depreciation and amortization(74)(73)(152)(147)
Share-based compensation(10)(11)(16)(23)
LIFO charge(6)(29)(13)(50)
Restructuring, acquisition and integration related expenses(4)(3)(8)(5)
(Loss) gain on sale of assets and other asset charges(5)(1)(24)4 
Business transformation costs
(14)(4)(29)(9)
Other adjustments— — (4)— 
(Loss) income before income taxes
$(19)$31 $(67)$103 
Depreciation and amortization:
Wholesale$66 $62 $133 $126 
Retail8 10 16 18 
Other— 1 3 3 
Total depreciation and amortization$74 $73 $152 $147 
Payments for capital expenditures:
Wholesale$64 $74 $135 $131 
Retail3 10 6 20 
Total capital expenditures$67 $84 $141 $151 
(1)As presented in Note 3—Revenue Recognition, the Company recorded $330 million and $353 million for the second quarters of fiscal 2024 and 2023, respectively, and $651 million and $687 million in fiscal 2024 and 2023 year-to-date, respectively, within Net sales in its Wholesale reportable segment attributable to Wholesale to Retail sales that have been eliminated upon consolidation.
Total assets by reportable segment were as follows:
(in millions)January 27, 2024July 29, 2023
Assets:
Wholesale$6,718 $6,405 
Retail630 648 
Other372 377 
Eliminations(49)(36)
Total assets$7,671 $7,394 
v3.24.0.1
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
$ in Millions
Jan. 27, 2024
Jul. 29, 2023
Accounting Policies [Abstract]    
Net book overdrafts $ 283 $ 308
FIFO inventory amount $ 357 $ 344
v3.24.0.1
REVENUE RECOGNITION - Narrative (Details)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
USD ($)
channel
store
Jul. 29, 2023
USD ($)
Jan. 27, 2024
USD ($)
channel
store
Jan. 28, 2023
USD ($)
Jan. 27, 2024
USD ($)
channel
store
Jan. 28, 2023
USD ($)
Disaggregation of Revenue [Line Items]            
Number of customer channels | channel 5   5   5  
Accounts receivable sold $ 333 $ 310        
Loss on sale of accounts receivable     $ 5 $ 5 $ 10 $ 5
Chains            
Disaggregation of Revenue [Line Items]            
Number of stores (more than) | store 10   10   10  
v3.24.0.1
REVENUE RECOGNITION - Disaggregation of Revenues (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Revenue from External Customer [Line Items]        
Net sales $ 7,775 $ 7,816 $ 15,327 $ 15,348
Chains        
Revenue from External Customer [Line Items]        
Net sales 3,266 3,322 6,450 6,546
Independent retailers        
Revenue from External Customer [Line Items]        
Net sales 1,907 1,980 3,806 3,927
Supernatural        
Revenue from External Customer [Line Items]        
Net sales 1,751 1,659 3,363 3,172
Retail        
Revenue from External Customer [Line Items]        
Net sales 631 660 1,237 1,273
Other        
Revenue from External Customer [Line Items]        
Net sales 615 609 1,261 1,244
Operating segments | Wholesale        
Revenue from External Customer [Line Items]        
Net sales 7,487 7,514 14,768 14,773
Operating segments | Wholesale | Chains        
Revenue from External Customer [Line Items]        
Net sales 3,266 3,322 6,450 6,546
Operating segments | Wholesale | Independent retailers        
Revenue from External Customer [Line Items]        
Net sales 1,907 1,980 3,806 3,927
Operating segments | Wholesale | Supernatural        
Revenue from External Customer [Line Items]        
Net sales 1,751 1,659 3,363 3,172
Operating segments | Wholesale | Retail        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Wholesale | Other        
Revenue from External Customer [Line Items]        
Net sales 563 553 1,149 1,128
Operating segments | Retail        
Revenue from External Customer [Line Items]        
Net sales 631 660 1,237 1,273
Operating segments | Retail | Chains        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Retail | Independent retailers        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Retail | Supernatural        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Retail | Retail        
Revenue from External Customer [Line Items]        
Net sales 631 660 1,237 1,273
Operating segments | Retail | Other        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Other        
Revenue from External Customer [Line Items]        
Net sales 52 56 112 116
Operating segments | Other | Chains        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Other | Independent retailers        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Other | Supernatural        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Other | Retail        
Revenue from External Customer [Line Items]        
Net sales 0 0 0 0
Operating segments | Other | Other        
Revenue from External Customer [Line Items]        
Net sales 52 56 112 116
Eliminations        
Revenue from External Customer [Line Items]        
Net sales $ (395) $ (414) $ (790) $ (814)
v3.24.0.1
REVENUE RECOGNITION - Accounts Receivable (Details) - USD ($)
$ in Millions
Jan. 27, 2024
Jul. 29, 2023
Revenue from Contract with Customer [Abstract]    
Customer accounts receivable $ 977 $ 887
Allowance for uncollectible receivables (17) (17)
Other receivables, net 30 19
Accounts receivable, net 990 889
Notes receivable, net, included within Prepaid expenses and other current assets 3 3
Long-term notes receivable, net, included within Other long-term assets $ 7 $ 7
v3.24.0.1
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 27, 2024
Jan. 28, 2023
Property, Plant and Equipment [Abstract]      
Asset impairment charges $ 0 $ 21,000,000 $ 0
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET - Carrying Value of Goodwill (Details) - USD ($)
$ in Millions
 6 Months Ended
Jan. 27, 2024
Jul. 29, 2023
Goodwill [Roll Forward]    
Goodwill as of beginning of period $ 20  
Change in foreign exchange rates 0  
Goodwill as of end of period 20  
Operating segments | Wholesale    
Goodwill [Roll Forward]    
Goodwill as of beginning of period 10  
Change in foreign exchange rates 0  
Goodwill as of end of period 10  
Accumulated goodwill impairment charges 717 $ 717
Operating segments | Other    
Goodwill [Roll Forward]    
Goodwill as of beginning of period 10  
Change in foreign exchange rates 0  
Goodwill as of end of period 10  
Accumulated goodwill impairment charges $ 10 $ 10
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET - Identifiable Intangible Assets (Details) - USD ($)
$ in Millions
Jan. 27, 2024
Jul. 29, 2023
Schedule of Intangible Assets [Line Items]    
Finite-lived intangible assets, gross $ 1,134 $ 1,135
Intangible assets, accumulated amortization 474 438
Finite-lived intangible assets, net 660 697
Indefinite-lived intangible assets, gross carrying amount 1,159 1,160
Indefinite-lived intangible assets, accumulated amortization 474 438
Indefinite-lived intangible assets, net carrying value 685 722
Trademarks and tradenames    
Schedule of Intangible Assets [Line Items]    
Indefinite-lived intangible assets, gross 25 25
Indefinite-lived intangible assets, net 25 25
Customer relationships    
Schedule of Intangible Assets [Line Items]    
Finite-lived intangible assets, gross 1,007 1,007
Intangible assets, accumulated amortization 383 354
Finite-lived intangible assets, net 624 653
Pharmacy prescription files    
Schedule of Intangible Assets [Line Items]    
Finite-lived intangible assets, gross 33 33
Intangible assets, accumulated amortization 25 22
Finite-lived intangible assets, net 8 11
Operating lease intangibles    
Schedule of Intangible Assets [Line Items]    
Finite-lived intangible assets, gross 6 6
Intangible assets, accumulated amortization 5 5
Finite-lived intangible assets, net 1 1
Trademarks and tradenames    
Schedule of Intangible Assets [Line Items]    
Finite-lived intangible assets, gross 88 89
Intangible assets, accumulated amortization 61 57
Finite-lived intangible assets, net $ 27 $ 32
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Goodwill and Intangible Assets [Abstract]        
Amortization expense $ 18 $ 18 $ 36 $ 36
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Future Amortization Expense (Details) - USD ($)
$ in Millions
Jan. 27, 2024
Jul. 29, 2023
Goodwill and Intangible Assets [Abstract]    
Remaining fiscal 2024 $ 37  
2025 71  
2026 67  
2027 64  
2028 61  
Thereafter 360  
Finite-lived intangible assets, net $ 660 $ 697
v3.24.0.1
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Details) - USD ($)
$ in Millions
Jan. 27, 2024
Jul. 29, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] Prepaid expenses and other current assets Prepaid expenses and other current assets
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other long-term assets Other long-term assets
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued expenses and other current liabilities  
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other long-term liabilities Other long-term liabilities
Fair value, measurements, recurring | Level 1 | Fuel derivatives | Designated as hedging instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Current derivative liability $ 0  
Noncurrent derivative liability 0  
Fair value, measurements, recurring | Level 1 | Interest rate swaps | Designated as hedging instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Current derivative assets 0 $ 0
Noncurrent derivative assets 0 0
Current derivative liability   0
Fair value, measurements, recurring | Level 2 | Fuel derivatives | Designated as hedging instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Current derivative liability 1  
Noncurrent derivative liability 1  
Fair value, measurements, recurring | Level 2 | Interest rate swaps | Designated as hedging instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Current derivative assets 13 17
Noncurrent derivative assets 1 5
Current derivative liability   1
Fair value, measurements, recurring | Level 3 | Fuel derivatives | Designated as hedging instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Current derivative liability 0  
Noncurrent derivative liability 0  
Fair value, measurements, recurring | Level 3 | Interest rate swaps | Designated as hedging instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Current derivative assets 0 0
Noncurrent derivative assets $ 0 0
Current derivative liability   $ 0
v3.24.0.1
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Narrative (Details)
$ in Millions
Jan. 27, 2024
USD ($)
Fair Value Disclosures [Abstract]  
Effect of one percent increase on fair value of interest rate fair value hedging instruments $ 11
Effect of one percent decrease on fair value of interest rate fair value hedging instruments $ 12
v3.24.0.1
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Fair Value Estimates (Details) - USD ($)
$ in Millions
Jan. 27, 2024
Jul. 29, 2023
Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable, including current portion $ 15 $ 15
Long-term debt, including current portion 2,180 1,963
Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable, including current portion 9 8
Long-term debt, including current portion $ 2,123 $ 1,903
v3.24.0.1
DERIVATIVES - Outstanding Swap Contracts (Details)
$ in Millions
Jan. 27, 2024
USD ($)
Derivative [Line Items]  
Derivative, notional value $ 850
Interest rate swap due March 28, 2024  
Derivative [Line Items]  
Derivative, notional value $ 100
Derivative, pay fixed rate (as a percent) 2.36%
Interest rate swap due March 28, 2024  
Derivative [Line Items]  
Derivative, notional value $ 100
Derivative, pay fixed rate (as a percent) 2.425%
Interest rate swap due October 31, 2024  
Derivative [Line Items]  
Derivative, notional value $ 100
Derivative, pay fixed rate (as a percent) 2.7385%
Interest rate swap due October 31, 2024  
Derivative [Line Items]  
Derivative, notional value $ 100
Derivative, pay fixed rate (as a percent) 2.4025%
Interest rate swap due October 31, 2024  
Derivative [Line Items]  
Derivative, notional value $ 50
Derivative, pay fixed rate (as a percent) 2.409%
Interest rate swap due October 22, 2025  
Derivative [Line Items]  
Derivative, notional value $ 50
Derivative, pay fixed rate (as a percent) 2.8725%
Interest rate swap due October 22, 2025  
Derivative [Line Items]  
Derivative, notional value $ 50
Derivative, pay fixed rate (as a percent) 2.875%
Interest rate swap due October 22, 2025  
Derivative [Line Items]  
Derivative, notional value $ 50
Derivative, pay fixed rate (as a percent) 2.838%
Interest rate swap due October 22, 2025  
Derivative [Line Items]  
Derivative, notional value $ 50
Derivative, pay fixed rate (as a percent) 2.475%
Interest Rate Swap Due June 3, 2027  
Derivative [Line Items]  
Derivative, notional value $ 100
Derivative, pay fixed rate (as a percent) 3.7525%
Interest Rate Swap Due June 3, 2027  
Derivative [Line Items]  
Derivative, notional value $ 100
Derivative, pay fixed rate (as a percent) 3.777%
v3.24.0.1
DERIVATIVES - Interest Rate Swap Contracts (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]        
Total amounts of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 40 $ 39 $ 75 $ 74
Gain reclassified from comprehensive income into earnings $ 5 $ 4 $ 10 $ 4
v3.24.0.1
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($)
$ in Millions
 6 Months Ended
Jan. 27, 2024
Jul. 29, 2023
Debt Instrument [Line Items]    
Debt issuance costs, net $ (18) $ (22)
Original issue discount on debt (5) (6)
Long-term debt, including current portion 2,180 1,963
Less: current portion of long-term debt (4) (7)
Long-term debt $ 2,176 1,956
ABL Credit Facility    
Debt Instrument [Line Items]    
Average Interest Rate 6.56%  
Long-term debt, gross $ 1,054 812
Other secured loans    
Debt Instrument [Line Items]    
Average Interest Rate 4.43%  
Long-term debt, gross $ 4 9
Secured Debt | Term Loan Facility    
Debt Instrument [Line Items]    
Average Interest Rate 8.72%  
Long-term debt, gross $ 645 670
Debt issuance costs, net (5)  
Original issue discount on debt $ (5)  
Senior Notes | Senior Notes due 2028, 6.750%    
Debt Instrument [Line Items]    
Average Interest Rate 6.75%  
Long-term debt, gross $ 500 $ 500
v3.24.0.1
LONG-TERM DEBT - Senior Notes (Details) - USD ($)
$ in Millions
Jan. 27, 2024
Jul. 29, 2023
Oct. 22, 2020
Debt Instrument [Line Items]      
Debt issuance costs, net $ 18 $ 22  
Senior Notes | Senior Notes Due October 2028, 6.750%      
Debt Instrument [Line Items]      
Debt instrument, face amount     $ 500
Stated interest rate     6.75%
Debt issuance costs, net $ 6    
v3.24.0.1
LONG-TERM DEBT - ABL Credit Facility (Details) - USD ($)
Jan. 27, 2024
Jul. 29, 2023
Jun. 03, 2022
Oct. 19, 2018
Debt Instrument [Line Items]        
Debt issuance costs, net $ 18,000,000 $ 22,000,000    
Letter of credit        
Debt Instrument [Line Items]        
Line of credit facility, current borrowing capacity 150,000,000      
Letter of credit | ABL Loans        
Debt Instrument [Line Items]        
Line of credit facility, current borrowing capacity 1,054,000,000      
Line of credit | Revolving credit facility | ABL Credit Facility        
Debt Instrument [Line Items]        
Line of credit facility, maximum borrowing capacity 2,600,000,000   $ 2,600,000,000  
Line of credit facility, maximum borrowing capacity, optional increase     750,000,000  
Line of credit | Revolving credit facility | ABL Credit Facility | Accounts receivable        
Debt Instrument [Line Items]        
Line of credit facility, borrowing base, eligibility percent       90.00%
Line of credit | Revolving credit facility | ABL Credit Facility | Credit card receivable        
Debt Instrument [Line Items]        
Line of credit facility, borrowing base, eligibility percent       90.00%
Line of credit | Revolving credit facility | ABL Credit Facility | Inventories | Minimum        
Debt Instrument [Line Items]        
Line of credit facility, borrowing base, eligibility percent       90.00%
Line of credit | Revolving credit facility | ABL Credit Facility | Inventories | Maximum        
Debt Instrument [Line Items]        
Line of credit facility, borrowing base, eligibility percent       92.50%
Line of credit | Revolving credit facility | ABL Credit Facility | Pharmacy receivable        
Debt Instrument [Line Items]        
Line of credit facility, borrowing base, eligibility percent       90.00%
Line of credit | Revolving credit facility | ABL Credit Facility | United States        
Debt Instrument [Line Items]        
Line of credit facility, borrowing capacity, reserves 105,000,000      
Line of credit facility, current borrowing capacity $ 2,606,000,000      
Line of credit | Letter of credit | ABL Credit Facility        
Debt Instrument [Line Items]        
Line of credit facility, maximum borrowing capacity     $ 100,000,000  
v3.24.0.1
LONG-TERM DEBT - Line of Credit Facilities (Details) - USD ($)
$ in Millions
 6 Months Ended
Oct. 28, 2023
Jan. 27, 2024
Jul. 29, 2023
Line of Credit Facility [Line Items]      
Unused credit   $ 1,396  
Basis spread on variable rate (as a percent) 3.25%    
Minimum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate (as a percent) 0.00%    
Base rate      
Line of Credit Facility [Line Items]      
Basis spread on variable rate (as a percent) 2.25%    
Revolving credit facility | ABL Credit Facility      
Line of Credit Facility [Line Items]      
Unused facility fees (as a percent)   0.20%  
Revolving credit facility | ABL Credit Facility | Maximum      
Line of Credit Facility [Line Items]      
Unused facility fees (as a percent)   0.20%  
Letter of credit      
Line of Credit Facility [Line Items]      
Line of credit facility, current borrowing capacity   $ (150)  
Letter of credit | ABL Credit Facility      
Line of Credit Facility [Line Items]      
Letter of credit fees (as a percent)   1.125%  
Letter of credit | ABL Credit Facility | Minimum      
Line of Credit Facility [Line Items]      
Letter of credit fees (as a percent)   1.125%  
Letter of credit | ABL Credit Facility | Maximum      
Line of Credit Facility [Line Items]      
Letter of credit fees (as a percent)   1.375%  
Letter of credit | ABL Loans      
Line of Credit Facility [Line Items]      
Line of credit facility, current borrowing capacity   $ (1,054)  
Line of credit | Revolving credit facility      
Line of Credit Facility [Line Items]      
Debt instrument, collateral amount   $ 2,442 $ 2,443
Line of credit | Revolving credit facility | ABL Credit Facility | Base rate      
Line of Credit Facility [Line Items]      
Basis spread on variable rate (as a percent)   0.00%  
Line of credit | Revolving credit facility | ABL Credit Facility | Base rate | Minimum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate (as a percent)   0.00%  
Line of credit | Revolving credit facility | ABL Credit Facility | Base rate | Maximum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate (as a percent)   0.25%  
Line of credit | Revolving credit facility | ABL Credit Facility | LIBOR and BA      
Line of Credit Facility [Line Items]      
Basis spread on variable rate (as a percent)   1.00%  
Line of credit | Revolving credit facility | ABL Credit Facility | LIBOR and BA | Minimum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate (as a percent)   1.00%  
Line of credit | Revolving credit facility | ABL Credit Facility | LIBOR and BA | Maximum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate (as a percent)   1.25%  
Line of credit | Revolving credit facility | Certain inventory assets included in Inventories, net      
Line of Credit Facility [Line Items]      
Debt instrument, collateral amount   $ 1,850 1,861
Line of credit | Revolving credit facility | Certain receivables included in Accounts receivable, net      
Line of Credit Facility [Line Items]      
Debt instrument, collateral amount   584 571
Line of credit | Revolving credit facility | Pharmacy prescription files included in Intangible assets, net      
Line of Credit Facility [Line Items]      
Debt instrument, collateral amount   $ 8 $ 11
v3.24.0.1
LONG-TERM DEBT - Term Loan Facility (Details) - USD ($)
$ in Millions
 6 Months Ended
Oct. 28, 2023
Jan. 27, 2024
Jul. 29, 2023
Oct. 22, 2018
Debt Instrument [Line Items]        
Debt issuance costs, net   $ 18 $ 22  
Original issue discount on debt   5 6  
Current portion of long-term debt   4 7  
Basis spread on variable rate (as a percent) 3.25%      
Base rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (as a percent) 2.25%      
Minimum        
Debt Instrument [Line Items]        
Basis spread on variable rate (as a percent) 0.00%      
Secured debt | 2018 Term Loan Facility, Seven-Year Tranche        
Debt Instrument [Line Items]        
Debt instrument, face amount       $ 1,800
Secured debt | Term Loan Facility        
Debt Instrument [Line Items]        
Debt instrument, guarantees exception, carrying value of owned real property       $ 10
Debt instrument, collateral amount   608 $ 617  
Debt issuance costs, net   5    
Original issue discount on debt   $ 5    
Secured debt | Term Loan Facility | Maximum        
Debt Instrument [Line Items]        
Period to prepay loans outstanding   130 days    
Debt instrument, covenant compliance, percentage of loans outstanding required to be paid following specified term following fiscal year end (as a percent)   75.00%    
Secured debt | Term Loan Facility | Minimum        
Debt Instrument [Line Items]        
Debt instrument, covenant compliance, percentage of loans outstanding required to be paid following specified term following fiscal year end (as a percent)   0.00%    
Secured debt | Term Loan Facility, Term B Tranche        
Debt Instrument [Line Items]        
Current portion of long-term debt   $ 0    
v3.24.0.1
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS - Changes by Component (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance $ 1,699 $ 1,835 $ 1,744 $ 1,792
Other comprehensive (loss) income before reclassifications     (1) 12
Amortization       (2)
Net current period Other comprehensive income (loss) (2) (4) (7) 11
Ending balance 1,692 1,845 1,692 1,845
AOCI Attributable to Parent        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance     (28) (20)
Net current period Other comprehensive income (loss)       11
Ending balance (35) (9) (35) (9)
Benefit Plans        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance     (21) (3)
Amortization     1 1
Net current period Other comprehensive income (loss)     1 1
Ending balance (20) (2) (20) (2)
Foreign Currency Translation        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance     (21) (19)
Other comprehensive (loss) income before reclassifications     (1) (2)
Net current period Other comprehensive income (loss)     (1) (2)
Ending balance (22) (21) (22) (21)
Cash Flow Derivatives        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Amortization     (7) 1
Cash Flow Derivatives | Other Cash Flow Derivatives        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance     0 2
Other comprehensive (loss) income before reclassifications       (3)
Amortization       1
Net current period Other comprehensive income (loss)     0 (2)
Ending balance 0 0 0 0
Cash Flow Derivatives | Swap Agreements        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance     14 0
Other comprehensive (loss) income before reclassifications       17
Amortization     (7) (3)
Net current period Other comprehensive income (loss)     (7) 14
Ending balance $ 7 $ 14 $ 7 $ 14
v3.24.0.1
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS - Reclassification out of Other Comprehensive Loss (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]          
Cost of sales   $ 6,740 $ 6,747 $ 13,262 $ 13,183
(Benefit) provision for income taxes   (5) 9 (14) 14
Total reclassifications, net of tax   (14) 22 (53) 89
Total reclassifications $ 11        
Reclassification out of accumulated other comprehensive income | Benefit plans          
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]          
Net periodic benefit income, excluding service cost   1 1 1 1
(Benefit) provision for income taxes   0 0 0 0
Total reclassifications, net of tax   1 1 1 1
Reclassification out of accumulated other comprehensive income | AOCI Attributable to Parent | Swap agreements          
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]          
(Benefit) provision for income taxes   2 1 3 1
Interest expense, net   (5) (4) (10) (4)
Total reclassifications, net of tax   (3) (3) (7) (3)
Reclassification out of accumulated other comprehensive income | AOCI Attributable to Parent | Other cash flow hedges          
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]          
Cost of sales   0 1 0 2
(Benefit) provision for income taxes   0 (1) 0 (1)
Total reclassifications, net of tax   $ 0 $ 0 $ 0 $ 1
v3.24.0.1
SHARE-BASED AWARDS (Details)
shares in Millions
Jan. 27, 2024
shares
2020 Equity incentive plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of shares available for grant (in shares) 1.7
Restricted Stock Units and Performance Share Units  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Aggregate number of shares authorized (in shares) 3.3
v3.24.0.1
BENEFIT PLANS - Net Periodic Benefit Cost (Income) Recognized in Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Pension Benefits        
Defined Benefit Plan Disclosure [Line Items]        
Interest cost $ 18 $ 15 $ 37 $ 32
Expected return on plan assets (23) (23) (45) (47)
Amortization of prior service cost 0 0 0 0
Net periodic benefit (income) cost (5) (8) (8) (15)
Contributions to benefit plans 0 0 0 0
Other Postretirement Benefits        
Defined Benefit Plan Disclosure [Line Items]        
Interest cost 0 0 0 0
Expected return on plan assets 0 0 0 0
Amortization of prior service cost 1 1 1 1
Net periodic benefit (income) cost 1 1 1 1
Contributions to benefit plans $ 0 $ 0 $ 0 $ 0
v3.24.0.1
BENEFIT PLANS - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Defined Benefit Plan Disclosure [Line Items]        
Defined benefit plan, expected future employer contributions, current fiscal year $ 1   $ 1  
Other Postretirement Benefits        
Defined Benefit Plan Disclosure [Line Items]        
Multiemployer plan, contributions by employer $ 13 $ 12 $ 26 $ 23
v3.24.0.1
INCOME TAXES (Details)
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Income Tax Disclosure [Abstract]        
Effective income (loss) tax rate, continuing operations, percent 26.30% (29.00%) 20.90% (13.60%)
v3.24.0.1
EARNINGS PER SHARE (Details) - $ / shares
shares in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Reconciliation of the basic and diluted number of shares used in computing earnings per share:        
Basic weighted average shares outstanding (in shares) 59.4 59.8 59.0 59.3
Net effect of dilutive stock awards based upon the treasury stock method (in shares) 0.0 1.2 0.0 2.0
Diluted weighted average shares outstanding (in shares) 59.4 61.0 59.0 61.3
Earnings Per Share        
Basic (loss) earnings per share (in dollars per share) $ (0.25) $ 0.32 $ (0.92) $ 1.43
Diluted (loss) earnings per share (in dollars per share) $ (0.25) $ 0.31 $ (0.92) $ 1.38
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share (in shares) 2.2 0.8 2.0 0.8
v3.24.0.1
BUSINESS SEGMENTS - Narrative (Details)
 6 Months Ended
Jan. 27, 2024
reportingUnit
business
segment
Segment Reporting [Abstract]  
Number of reportable segments | segment 2
Number of operating segments | business 2
Number of geographic regions | reportingUnit 3
v3.24.0.1
BUSINESS SEGMENTS - Segment Information (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 27, 2024
Jan. 28, 2023
Jan. 27, 2024
Jan. 28, 2023
Jul. 29, 2023
Business segment information          
Net sales $ 7,775 $ 7,816 $ 15,327 $ 15,348  
Net periodic benefit income, excluding service cost (4) (7) (7) (14)  
Interest expense, net 40 39 75 74  
Other income, net 1 0 1 1  
LIFO charge     13 50  
(Loss) income before income taxes (19) 31 (67) 103  
Depreciation and amortization 74 73 152 147  
Segment, Expenditure, Addition to Long-Lived Assets     141 151  
Payments for capital expenditures: 67 84 141 151  
Assets 7,671   7,671   $ 7,394
Continuing operations          
Business segment information          
Assets 7,671   7,671   7,394
Operating segments | Wholesale          
Business segment information          
Net sales 7,487 7,514 14,768 14,773  
Adjusted EBITDA: 118 137 235 308  
Depreciation and amortization 66 62 133 126  
Segment, Expenditure, Addition to Long-Lived Assets     135 131  
Payments for capital expenditures: 64 74      
Operating segments | Wholesale | Continuing operations          
Business segment information          
Net sales 330 353 651 687  
Assets 6,718   6,718   6,405
Operating segments | Retail          
Business segment information          
Net sales 631 660 1,237 1,273  
Adjusted EBITDA: 8 28 7 48  
Depreciation and amortization 8 10 16 18  
Segment, Expenditure, Addition to Long-Lived Assets     6 20  
Payments for capital expenditures: 3 10      
Operating segments | Retail | Continuing operations          
Business segment information          
Assets 630   630   648
Operating segments | Other          
Business segment information          
Net sales 52 56 112 116  
Adjusted EBITDA: 4 15 7 34  
Depreciation and amortization 0 1 3 3  
Operating segments | Other | Continuing operations          
Business segment information          
Assets 372   372   377
Eliminations          
Business segment information          
Net sales (395) (414) (790) (814)  
Adjusted EBITDA: (2) 1 (4) (2)  
Eliminations | Continuing operations          
Business segment information          
Assets (49)   (49)   $ (36)
Adjustments:          
Business segment information          
Net income attributable to noncontrolling interests 1 3 1 4  
Net periodic benefit income, excluding service cost 4 7 7 14  
Interest expense, net (40) (39) (75) (74)  
Other income, net 1 0 1 1  
Depreciation and amortization (74) (73) (152) (147)  
Share-based compensation (10) (11) (16) (23)  
LIFO charge (6) (29) (13) (50)  
Restructuring, acquisition and integration related expenses (4) (3) (8) (5)  
Loss (gain) on sale of assets and other asset charges (5) (1) (24) 4  
Business transformation costs (14) (4) (29) (9)  
Other $ 0 $ 0 $ (4) $ 0  
v3.24.0.1
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS (Details)
$ in Millions
 3 Months Ended 6 Months Ended
Jan. 21, 2021
cause
Jan. 27, 2024
USD ($)
case
Jan. 27, 2024
USD ($)
case
Jan. 28, 2023
USD ($)
Loss Contingencies [Line Items]        
Non-cancelable future purchase obligations   $ 657 $ 657  
Lease payments, signed, not yet commenced   $ 323 $ 323  
Lease, term (up to)   21 years 21 years  
Leased assets obtained in exchange for new operating lease liabilities   $ 205 $ 298 $ 133
Multi-District Litigation        
Loss Contingencies [Line Items]        
Number of suits pending | case   43 43  
Complaint from Various Health Plans        
Loss Contingencies [Line Items]        
Number of new causes of action | cause 6      
Schutte and Yarberry v. SuperValu, New Albertson's, Inc., et al        
Loss Contingencies [Line Items]        
Alleged damages (in excess of)     $ 100  
Share of potential award   $ 24 24  
Guarantee Obligations        
Loss Contingencies [Line Items]        
Estimated loss   1 1  
Indemnification Agreement        
Loss Contingencies [Line Items]        
Estimated loss   0 0  
Payment guarantee        
Loss Contingencies [Line Items]        
Guarantor obligations, maximum exposure, undiscounted   11 11  
Guarantor obligations, maximum exposure, discounted   $ 9 $ 9  
Payment guarantee | Minimum        
Loss Contingencies [Line Items]        
Guarantor obligations, guarantees term (in years)     1 year  
Payment guarantee | Maximum        
Loss Contingencies [Line Items]        
Guarantor obligations, guarantees term (in years)     7 years  
Payment guarantee | Weighted average        
Loss Contingencies [Line Items]        
Guarantor obligations, guarantees term (in years)     4 years