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EMPLOYEE STOCK OWNERSHIP PLAN

12 Months Ended

Jul. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

EMPLOYEE STOCK OWNERSHIP PLAN

EMPLOYEE STOCK OWNERSHIP PLAN

The Company adopted the UNFI Employee Stock Ownership Plan (the "ESOP") for the purpose of acquiring outstanding shares of the Company for the benefit of eligible employees. The ESOP was effective as of November 1, 1988 and received notice of qualification by the Internal Revenue Service.

In connection with the adoption of the ESOP, a Trust was established to hold the shares acquired. On November 1, 1988, the Trust purchased 40% of the then outstanding common stock of the Company at a price of $4.1 million. The trustees funded this purchase by issuing promissory notes to the initial stockholders, with the Trust shares pledged as collateral. These notes bore interest at 1.33% and were payable through May 2015. As the debt was repaid, the shares were released from collateral and allocated to active employees, based on the proportion of principal and interest paid in the year.

All shares held by the ESOP were purchased prior to December 31, 1992, except that 9,393 shares were purchased during the fourth quarter of fiscal 2015 to fund the final allocation of shares under the ESOP and during the first quarter of fiscal 2016, the Company purchased an additional 324 shares to correct a share shortage as the ESOP was merged with the Retirement Plan effective October 30, 2015. Prior to the final release of the shares in the ESOP, the Company considered unreleased shares of the ESOP to be outstanding for purposes of calculating both basic and diluted earnings per share, whether or not the shares had been committed to be released. Prior to the repayments, the debt of the ESOP was recorded as debt and the shares pledged as collateral are reported as unearned ESOP shares in the consolidated balance sheets. The debt was fully repaid as of August 1, 2015, and no contributions were made during fiscal 2016. During the fiscal year ended August 1, 2015, contributions totaling approximately $0.1 million were made to the Trust, less than $0.1 million of which represented interest.

The ESOP shares were classified as follows:

	July 30, 2016			August 1, 2015
	(In thousands)
Total ESOP shares—beginning of year	1,057			1,595
Shares distributed to employees	(1,057	)		(538	)
Total ESOP shares—end of year	—			1,057
Allocated shares				1,057
Unreleased shares	—			—
Total ESOP shares	—			1,057

During the fiscal year ended August 1, 2015, 24,512 shares were released for allocation based on note payments. All shares were released as of August 1, 2015.

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- Definition

Entire disclosure of the description of the plan, the basis for determining contributions, including the employee groups covered, and the nature and effect of significant matters affecting comparability of information for all periods presented. For leveraged ESOPs and pension reversion ESOPs, the disclosure may include the basis for releasing shares and how dividends on allocated and unallocated shares are used. Disclosure may also include a description of the accounting policies followed for ESOP transactions, including the method of measuring compensation, the classification of dividends on ESOP shares, and the treatment of ESOP shares for EPS computations. If the employer has both old ESOP shares for which it does not adopt the latest guidance and new ESOP shares for which the new guidance is required, the accounting policies for both blocks of shares may be described. Disclosure may also include the amount of compensation cost recognized during the period, the number of allocated shares, committed-to-be-released shares, and suspense shares held by the ESOP at the balance-sheet date, the fair value of unearned ESOP shares at the balance-sheet date for shares accounted for under the latest guidance, the existence and nature of any repurchase obligation, including disclosure of the fair value of the shares allocated as of the balance sheet date, which are subject to a repurchase obligation.

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