UNITED NATURAL FOODS INC

Previous wording

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

Current wording

•our ability to operate, and rely on third parties to operate, reliable and secure technology systems, and the effectiveness of our business continuity plans in response to an incident impacting our technology systems, such as the unauthorized incident on our technology systems;

Previous wording

•our sensitivity to general economic conditions including inflation, changes in disposable income levels and consumer purchasing habits;

Current wording

•our sensitivity to general economic conditions including inflation, tariff policy and changes in disposable income levels and consumer purchasing habits;

Previous wording

UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in the country to smaller independents as well. We offer approximately 250,000 products consisting of national, regional and private label brands grouped into the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products. We believe we are North America’s premier grocery wholesaler with 53 distribution centers and warehouses representing approximately 31 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers. We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs. Our business is classified into two reportable segments: Wholesale and Retail; and also includes a manufacturing division and a branded product line division.

Current wording

UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in the country to smaller independents, as well. We offer approximately 250,000 products consisting of national, regional and private label brands grouped into the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products. We believe we are North America’s premier grocery wholesaler with 52 distribution centers and warehouses representing approximately 30 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers. We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs. Our business is classified into two reportable segments: Wholesale and Retail; and also includes a manufacturing division and a branded product line division.

Previous wording

The Company is in the process of realigning its commercial wholesale organization into two product-centered divisions that are expected to enhance service to its customers and suppliers. These two divisions are Conventional Grocery Products and Natural, Organic, Specialty & Fresh Products. Each division will have focused sales teams aligned to the unique product and service needs of its customers and will be supported by dedicated functional experts in merchandising, operations, procurement and supplier services. In addition, capability centers of excellence in areas such as supply chain, professional and digital services, and private brands will work across the divisions to help create customized programs to help customers and suppliers accelerate their growth strategies.

Current wording

We are nearing finalization of the realignment of our commercial wholesale organization into two product-centered divisions, which is enabling enhanced service to our customers and suppliers. These two divisions, Conventional Grocery Products and Natural, Organic, Specialty & Fresh Products, each have focused sales teams aligned to the unique product and service needs of their customers and are supported by dedicated functional experts in merchandising, operations, procurement and supplier services. In addition, capability centers of excellence in areas such as supply chain, professional and digital services, and private brands work across the divisions to help create customized programs to help customers and suppliers accelerate their growth strategies.

Previous wording

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

Current wording

Our results are impacted by macroeconomic and demographic trends, changes in the food distribution market structure and changes in consumer behavior, which may result from factors beyond our control, including geopolitical events and other events that may trigger economic volatility and negatively impact discretionary income levels and consumer confidence, social trends, changes in the levels of disposable income and the health of the economy in which our customers and stores operate.

Previous wording

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

Current wording

The U.S. economy continues to experience economic volatility, which has had, and we expect may continue to have, an impact on consumer confidence and behavior. Consumer spending may continue to be impacted by levels of discretionary income with consumers trading down to a less expensive mix of products for grocery items or buying fewer items. In addition, inflation continues to affect our business, and fluctuating commodity and labor input costs may continue to impact the prices of products we procure from manufacturers. We believe our product mix, which ranges from high-quality natural and organic products to national and local conventional brands, including cost conscious private label brands, positions us to serve a broad cross section of North American retailers and end customers, and may lessen the impact of any further shifts in consumer and industry trends in grocery product mix. We are actively monitoring the impacts of the evolving macroeconomic and geopolitical landscape, including rapidly evolving tariff and global trade policies, on all aspects of our business.

Previous wording

We are working to optimize our distribution center network to better and more efficiently service customers and suppliers. In the first quarter of fiscal 2025, we consolidated the volume of two distribution centers into other facilities in the Central region. In the second quarter of fiscal 2025, we announced the closure of a third distribution center in the Central region, which was completed subsequent to the second quarter of fiscal 2025. We expect to achieve cost savings as a result of these efforts through streamlining operations and delivering efficiencies, including incurring lower operating and shrink expenses, while also improving product assortment and overall customer experience.

Current wording

We are working to optimize our distribution center network to better and more efficiently service customers and suppliers. In the first quarter of fiscal 2025, we consolidated the volume of two distribution centers into other facilities in the Central region. In the second quarter of fiscal 2025, we announced the closure of a third distribution center in the Central region, which was completed in the third quarter of fiscal 2025. We expect to achieve cost savings as a result of these efforts through streamlining operations and delivering efficiencies, including incurring lower operating and shrink expenses, while also improving product assortment and overall customer experience.

Previous wording

In the first quarter of fiscal 2025, we began operating a new distribution center in Manchester, Pennsylvania, which has approximately 1.3 million square feet, optimizes volume from other nearby distribution centers in the East region and primarily distributes natural products. This distribution center is expected to be automated later in fiscal 2025. Also in the first quarter of fiscal 2025, we began the development of a new distribution center in Sarasota, Florida, which has approximately 1.0 million square feet. We recognized a $118 million right-of-use asset and operating lease liability for this distribution center in the first quarter of fiscal 2025.

Current wording

In the first quarter of fiscal 2025, we began operating a new distribution center in Manchester, Pennsylvania, which has approximately 1.3 million square feet, optimizes volume from other nearby distribution centers in the East region and primarily distributes natural products. In the third quarter of fiscal 2025, we implemented a full case automation system at the Manchester distribution center and are expanding volume through this new solution. Also in the first quarter of fiscal 2025, we began the development of a new distribution center in Sarasota, Florida, which has approximately 1.0 million square feet. We recognized a $118 million right-of-use asset and operating lease liability for this distribution center in the first quarter of fiscal 2025. We expect to begin operating this facility in the first half of fiscal 2026.

Previous wording

We experienced a mix of inflation and deflation across product categories during the second quarter of fiscal 2025. In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately two percent in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024. Cost inflation and deflation estimates are based on individual like items sold during the periods being compared. Our pricing to our customers is determined at the time of sale, primarily based on the then prevailing vendor listed base cost, and includes discounts we offer to our customers. Changes in merchandising, customer buying habits and competitive pressures create inherent difficulties in measuring the impact of inflation and deflation on Net sales and Gross profit.

Current wording

We experienced a mix of inflation and deflation across product categories during the third quarter of fiscal 2025. In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately two percent in the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024. Cost inflation and deflation estimates are based on individual like items sold during the periods being compared. Our pricing to our customers is determined at the time of sale, primarily based on the then prevailing vendor listed base cost, and includes discounts we offer to our customers. Changes in merchandising, customer buying habits and competitive pressures create inherent difficulties in measuring the impact of inflation and deflation on Net sales and Gross profit.

Previous wording

Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold, mix of units sold and vendor promotions are constant. Under the last-in, first out (“LIFO”) method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory quantities and costs, which generally has the effect of decreasing Gross profit and the carrying value of inventory during periods of inflation. We continued to experience fewer and less significant vendor product cost increases in the second quarter of fiscal 2025, which negatively impacted our gross profit rate when comparing to the second quarter of fiscal 2024.

Current wording

Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold, mix of units sold and vendor promotions are constant. Under the last-in, first out (“LIFO”) method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory quantities and costs, which generally has the effect of decreasing Gross profit and the carrying value of inventory during periods of inflation. We continued to experience fewer and less significant vendor product cost increases in the third quarter of fiscal 2025, which negatively impacted our gross profit rate when comparing to the third quarter of fiscal 2024.

Previous wording

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

Current wording

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

Previous wording

(1)Fiscal 2024 primarily includes a $21 million non-cash asset impairment charge related to one of our corporate-owned office locations.

Current wording

(1)Fiscal 2025 primarily includes a $24 million non-cash asset impairment charge related to a distribution center in our East region. Fiscal 2024 primarily includes a $21 million non-cash asset impairment charge related to one of our corporate-owned office locations and a $7 million non-cash asset impairment charge related to the decision to close certain retail store locations.

Previous wording

(2)Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.

Current wording

(2)Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, and third-party professional service fees related to the board-led financial review and strategic initiatives, all of which are included within Operating expenses in the Condensed Consolidated Statements of Operations.

Previous wording

In the second quarter of fiscal 2025, we announced that we are realigning our commercial wholesale organization as discussed in Executive Overview - Business Overview section above. We updated our presentation of disaggregated revenue to align with how management evaluates our top-line commercial and financial performance. Prior period disaggregation of revenue amounts have been recast to conform with our current period presentation. The following table sets forth Net sales by category for the periods indicated. Refer to Note 3—Revenue Recognition in Part 1, Item 1 of this Quarterly Report on Form 10-Q for our category definitions and additional information.

Current wording

In the second quarter of fiscal 2025, we announced that we are realigning our commercial wholesale organization as discussed in the Executive Overview - Business Overview section above. We updated our presentation of disaggregated revenue to align with how management evaluates our top-line commercial and financial performance. Prior period disaggregation of revenue amounts have been recast to conform with our current period presentation. The following table sets forth Net sales by category for the periods indicated. Refer to Note 3—Revenue Recognition in Part 1, Item 1 of this Quarterly Report on Form 10-Q for our category definitions and additional information.

Previous wording

Our Net sales for the second quarter of fiscal 2025 increased approximately 4.9% from the second quarter of fiscal 2024. The increase in Net sales was primarily driven by an increase in Natural unit volumes, including new business with existing and new customers, as well as inflation.

Current wording

Our Net sales for the third quarter of fiscal 2025 increased approximately 7.5% from the third quarter of fiscal 2024. The increase in Net sales was primarily driven by an increase in Natural unit volumes, including new business with existing and new customers, as well as inflation.

Previous wording

Our Net sales for fiscal 2025 year-to-date increased approximately 4.6% from fiscal 2024 year-to-date. The increase in Net sales was primarily driven by an increase in Natural unit volumes, including new business with existing and new customers, as well as inflation.

Current wording

Our Net sales for fiscal 2025 year-to-date increased approximately 5.5% from fiscal 2024 year-to-date. The increase in Net sales was primarily driven by an increase in Natural unit volumes, including new business with existing and new customers, as well as inflation.

Previous wording

Retail Net sales decreased primarily due to a 0.4% decrease in identical store sales from lower volume, and store closures.

Current wording

Retail Net sales decreased primarily due to a 0.1% decrease in identical store sales from lower volume, and store closures.

Previous wording

Our Gross profit increased $37 million, or 3.6%, to $1,072 million for the second quarter of fiscal 2025, from $1,035 million for the second quarter of fiscal 2024. Our Gross profit as a percentage of Net sales decreased to 13.1% for the second quarter of fiscal 2025 compared to 13.3% for the second quarter of fiscal 2024. The LIFO charge was $3 million and $6 million in the second quarters of fiscal 2025 and 2024, respectively. Excluding the non-cash LIFO charge, gross profit rate was 13.2% of Net sales and 13.4% of Net sales for thesecond quarter of fiscal 2025 and 2024, respectively. The decrease in gross profit rate, excluding the LIFO charge, was primarily driven by lower product margin rates and customer and product mix, which were partially offset through supplier programs, the benefit of lower shrink expense and a higher retail gross margin rate.

Current wording

Our Gross profit increased $62 million, or 6.1%, to $1,082 million for the third quarter of fiscal 2025, from $1,020 million for the third quarter of fiscal 2024. Our Gross profit as a percentage of Net sales decreased to 13.4% for the third quarter of fiscal 2025 compared to 13.6% for the third quarter of fiscal 2024. The LIFO (benefit) charge was $(5) million and $6 million in the third quarters of fiscal 2025 and 2024, respectively. Excluding the non-cash LIFO (benefit) charge, gross profit rate was 13.4% of Net sales and 13.7% of Net sales for thethird quarter of fiscal 2025 and 2024, respectively. The decrease in gross profit rate, excluding the LIFO (benefit) charge, was primarily driven by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense.

Previous wording

Our Gross profit increased $45 million, or 2.2%, to $2,110 million for fiscal 2025 year-to-date, from $2,065 million for fiscal 2024 year-to-date. Our Gross profit as a percentage of Net sales decreased to 13.2% for fiscal 2025 year-to-date compared to 13.5% for fiscal 2024 year-to-date. The LIFO charge was $10 million and $13 million for fiscal 2025 and 2024 year-to-date, respectively. Excluding the non-cash LIFO charge, gross profit rate was 13.2% of Net sales and 13.6% of Net sales for fiscal 2025 and 2024 year-to-date, respectively. Thedecrease in gross profit rate, excluding the LIFO charge, was primarily driven by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense.

Current wording

Our Gross profit increased $107 million, or 3.5%, to $3,192 million for fiscal 2025 year-to-date, from $3,085 million for fiscal 2024 year-to-date. Our Gross profit as a percentage of Net sales decreased to 13.3% for fiscal 2025 year-to-date compared to 13.5% for fiscal 2024 year-to-date. The LIFO charge was $5 million and $19 million for fiscal 2025 and 2024 year-to-date, respectively. Excluding the non-cash LIFO charge, gross profit rate was 13.3% of Net sales and 13.6% of Net sales for fiscal 2025 and 2024 year-to-date, respectively. Thedecrease in gross profit rate, excluding the LIFO charge, was primarily driven by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense.

Previous wording

Operating expenses increased $21 million, or 2.1%, to $1,031 million, or 12.6% of Net sales, for the second quarter of fiscal 2025 compared to $1,010 million, or 13.0% of Net sales, for the second quarter of fiscal 2024. The decrease in Operating expenses as a percentage of Net sales was primarily driven by the leveraging impact of higher sales and the benefits from cost saving initiatives.

Current wording

Operating expenses increased $33 million, or 3.3%, to $1,025 million, or 12.7% of Net sales, for the third quarter of fiscal 2025 compared to $992 million, or 13.2% of Net sales, for the third quarter of fiscal 2024. The decrease in Operating expenses as a percentage of Net sales was primarily driven by the leveraging impact of higher sales and the benefits from cost saving initiatives.

Previous wording

Operating expenses increased $13 million, or 0.6%, to $2,046 million, or 12.8% of Net sales, for fiscal 2025 year-to-date compared to $2,033 million, or 13.3% of Net sales, for fiscal 2024 year-to-date. The decrease in Operating expenses as a percentage of Net sales was primarily driven by benefits from cost saving initiatives and the leveraging impact of higher sales.

Current wording

Operating expenses increased $46 million, or 1.5%, to $3,071 million, or 12.7% of Net sales, for fiscal 2025 year-to-date compared to $3,025 million, or 13.3% of Net sales, for fiscal 2024 year-to-date. The decrease in Operating expenses as a percentage of Net sales was primarily driven by benefits from cost saving initiatives and the leveraging impact of higher sales.

Previous wording

Restructuring, acquisition and integration related expenses increased $5 million to $9 million for the second quarter of fiscal 2025, compared to $4 million for the second quarter of fiscal 2024. The increase was primarily driven by higher costs associated with certain employee severance and other employee separation costs in the second quarter of fiscal 2025.

Current wording

Restructuring, acquisition and integration related expenses increased $5 million to $14 million for the third quarter of fiscal 2025, compared to $9 million for the third quarter of fiscal 2024. The increase was primarily driven by increased costs associated with outsourcing certain corporate functions under restructuring initiatives in the third quarter of fiscal 2025.

Previous wording

Restructuring, acquisition and integration related expenses increased $13 million to $21 million for fiscal 2025 year-to-date, compared to $8 million for fiscal 2024 year-to-date. The increase was primarily driven by higher costs associated with certain employee severance and other employee separation costs in fiscal 2025 year-to-date.

Current wording

Restructuring, acquisition and integration related expenses increased $18 million to $35 million for fiscal 2025 year-to-date, compared to $17 million for fiscal 2024 year-to-date. The increase was primarily driven by increased costs associated with outsourcing certain corporate functions under restructuring initiatives, higher closed property charges and costs and an increase in certain employee severance and other employee separation costs in fiscal 2025 year-to-date.

Previous wording

Loss on sale of assets and other asset charges was $5 million for the second quarters of fiscal 2025 and 2024. The second quarters of fiscal 2025 and 2024 primarily included losses on the sales of receivables under the accounts receivable monetization program.

Current wording

Loss on sale of assets and other asset charges increased $15 million to $28 million for the third quarter of fiscal 2025, from $13 million for the third quarter of fiscal 2024. The third quarter of fiscal 2025 primarily included a $24 million non-cash asset impairment charge related to the Allentown, Pennsylvania distribution center. The third quarter of fiscal 2024 primarily included a $7 million asset impairment charge related to certain retail store locations. The third quarters of fiscal 2025 and 2024 included losses on the sales of receivables under the accounts receivable monetization program.

Previous wording

Loss on sale of assets and other asset charges decreased $13 million to $11 million for fiscal 2025 year-to-date, from $24 million for fiscal 2024 year-to-date. Fiscal 2024 year-to-date primarily included a $21 million asset impairment charge related to one of our corporate-owned office locations. Fiscal 2025 and 2024 year-to-date included losses on the sales of receivables under the accounts receivable monetization program.

Current wording

Loss on sale of assets and other asset charges increased $2 million to $39 million for fiscal 2025 year-to-date, from $37 million for fiscal 2024 year-to-date. Fiscal 2025 year-to-date primarily included a $24 million non-cash asset impairment charge related to the Allentown, Pennsylvania distribution center. Fiscal 2024 year-to-date primarily included $28 million in asset impairment charges related to one of our corporate-owned office locations and certain retail store locations. Fiscal 2025 and 2024 year-to-date included losses on the sales of receivables under the accounts receivable monetization program.

Previous wording

Reflecting the factors described above, Operating income increased $11 million to $27 million for the second quarter of fiscal 2025, compared to Operating income of $16 million for the second quarter of fiscal 2024. The increase in Operating income was primarily driven by an increase in Gross profit, partially offset by an increase in Operating expenses and Restructuring, acquisition and integration related expenses in the second quarter of fiscal 2025, each as described above.

Current wording

Reflecting the factors described above, Operating income increased $9 million to $15 million for the third quarter of fiscal 2025, compared to Operating income of $6 million for the third quarter of fiscal 2024. The increase in Operating income was primarily driven by an increase in Gross profit, partially offset by an increase in Operating expenses, Loss on sale of asset and other asset charges and Restructuring, acquisition and integration related expenses in the third quarter of fiscal 2025, each as described above.

Previous wording

Reflecting the factors described above, Operating income increased $32 million to $32 million for fiscal 2025 year-to-date, compared to Operating income of $0 million for fiscal 2024 year-to-date. The increase in Operating income was primarily driven by an increase in Gross profit and a decrease in Loss on sale of asset and other asset charges, partially offset by an increase in Operating expenses and Restructuring, acquisition and integration related expenses in fiscal 2025 year-to-date, each as described above.

Current wording

Reflecting the factors described above, Operating income increased $41 million to $47 million for fiscal 2025 year-to-date, compared to Operating income of $6 million for fiscal 2024 year-to-date. The increase in Operating income was primarily driven by an increase in Gross profit, partially offset by an increase in Operating expenses, Restructuring, acquisition and integration related expenses and Loss on sale of assets and other asset charges in fiscal 2025 year-to-date, each as described above.

Previous wording

The decrease in interest expense, net, in the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 was primarily driven by lower outstanding debt balances.

Current wording

The decrease in interest expense, net, in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024 was primarily driven by lower outstanding debt balances.

Previous wording

The effective tax rate for the second quarter of fiscal 2025 was a benefit rate of 60.0% on pre-tax loss compared to a benefit rate of 26.3% on pre-tax loss for the second quarter of fiscal 2024. The change from the second quarter of fiscal 2024 is primarily driven by a reduction in pre-tax loss combined with discrete tax benefits resulting from share award vestings in the second quarter of fiscal 2025.

Current wording

The effective tax rate for the third quarter of fiscal 2025 was a benefit rate of 56.3% on pre-tax loss compared to a benefit rate of 23.1% on pre-tax loss for the third quarter of fiscal 2024. The change from the third quarter of fiscal 2024 is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2025 as well as a discrete tax benefit recorded in the third quarter of fiscal 2025 for return to provision tax credits, combined with a reduction in pre-tax loss.

Previous wording

The effective tax rate for fiscal 2025 year-to-date was a benefit rate of 24.1% on pre-tax loss compared to a benefit rate of 20.9% on pre-tax loss for fiscal 2024 year-to-date. The change from fiscal 2024 year-to-date is primarily driven by a reduction in pre-tax loss for fiscal 2025 year-to-date and a decrease in discrete tax expenses resulting from share award vestings through the second quarter of fiscal 2025.

Current wording

The effective tax rate for fiscal 2025 year-to-date was a benefit rate of 35.6% on pre-tax loss compared to a benefit rate of 21.5% on pre-tax loss for fiscal 2024 year-to-date. The change from fiscal 2024 year-to-date is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2025 combined with a reduction in pre-tax loss.

Previous wording

Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $3 million, or $0.05 per diluted common share, for the second quarter of fiscal 2025, compared to Net loss attributable to United Natural Foods, Inc. of $15 million, or $0.25 per diluted common share, for the second quarter of fiscal 2024.

Current wording

Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $7 million, or $0.12 per diluted common share, for the third quarter of fiscal 2025, compared to Net loss attributable to United Natural Foods, Inc. of $21 million, or $0.34 per diluted common share, for the third quarter of fiscal 2024.

Previous wording

Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $24 million, or $0.39 per diluted common share, for fiscal 2025 year-to-date, compared to Net loss attributable to United Natural Foods, Inc. of $54 million, or $0.92 per diluted common share, for fiscal 2024 year-to-date.

Current wording

Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $31 million, or $0.51 per diluted common share, for fiscal 2025 year-to-date, compared to Net loss attributable to United Natural Foods, Inc. of $75 million, or $1.26 per diluted common share, for fiscal 2024 year-to-date.

Previous wording

Wholesale’s Net sales increased in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 primarily due to a 3% increase in unit volumes, including new business with existing and new customers, as well as inflation, as discussed in Results of Operations - Net Sales section above.

Current wording

Wholesale’s Net sales increased in the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024 primarily due to a 4% increase in unit volumes, including new business with existing and new customers, as well as inflation, as discussed in Results of Operations - Net Sales section above.

Previous wording

Lower eliminations of Net sales in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.

Current wording

Lower eliminations of Net sales in the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024 were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.

Previous wording

Retail’s Net sales decreased for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date primarily due to a 0.9% decrease in identical store sales from lower volume, and store closures.

Current wording

Retail’s Net sales decreased for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date primarily due to a 0.1% decrease in identical store sales from lower volume, and store closures.

Previous wording

Wholesale’s Adjusted EBITDA increased $18 million, or 15.3%, for the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024. The increase was driven by gross profit growth excluding the LIFO charge, partially offset by an increase in operating expenses. Wholesale’s Gross profit excluding the LIFO charge for the second quarter of fiscal 2025 increased $36 million and gross profit rate decreased approximately 11 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense. Wholesale’s Operating expense increased $18 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 13—Business Segments. Wholesale’s operating expense rate decreased 28 basis points primarily due to benefits from cost saving initiatives and the leveraging impact of higher sales.

Current wording

Wholesale’s Adjusted EBITDA increased $33 million, or 26.4%, for the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024. The increase was driven by gross profit growth excluding the LIFO (benefit) charge, partially offset by an increase in operating expenses. Wholesale’s Gross profit excluding the LIFO (benefit) charge for the third quarter of fiscal 2025 increased $50 million and gross profit rate decreased approximately 19 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense. Wholesale’s Operating expense increased $17 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 13—Business Segments. Wholesale’s operating expense rate decreased 50 basis points primarily due to benefits from cost saving initiatives and the leveraging impact of higher sales.

Previous wording

Retail’s Adjusted EBITDA decreased $2 million, or 25.0%, for the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024. The decrease was driven primarily by a decline in gross profit primarily due to lower sales volume, which was partially offset by the benefit of lower shrink expense which favorably impacted margin rate. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 13—Business Segments.

Current wording

Retail’s Adjusted EBITDA increased $4 million for the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024. The increase was driven primarily by lower operating expenses from operating efficiencies. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 13—Business Segments.

Previous wording

Wholesale’s Adjusted EBITDA increased $32 million, or 13.6%, for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date. The increase was driven by gross profit growth excluding the LIFO charge, partially offset by an increase in operating expenses. Wholesale’s Gross profit excluding the LIFO charge for fiscal 2025 year-to-date increased $46 million and gross profit rate increased approximately 24 basis points driven primarily by supplier programs and the benefit of lower shrink expense, which were partially offset by lower product margin rates and customer and product mix. Wholesale’s Operating expense increased $14 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 13—Business Segments. Wholesale’s operating expense rate decreased 38 basis points primarily due to benefits from cost saving initiatives and the leveraging impact of higher sales.

Current wording

Wholesale’s Adjusted EBITDA increased $65 million, or 18.1%, for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date. The increase was driven by gross profit growth excluding the LIFO charge, partially offset by an increase in operating expenses. Wholesale’s Gross profit excluding the LIFO charge for fiscal 2025 year-to-date increased $96 million and gross profit rate decreased approximately 22 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense. Wholesale’s Operating expense increased $31 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 13—Business Segments. Wholesale’s operating expense rate decreased 42 basis points primarily due to benefits from cost saving initiatives and the leveraging impact of higher sales.

Previous wording

Retail’s Adjusted EBITDA decreased $1 million, or 14.3%, for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date. The decrease was driven primarily by a decline in gross profit primarily due to lower sales volume, which was largely offset by lower operating expenses from operating efficiencies. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 13—Business Segments.

Current wording

Retail’s Adjusted EBITDA increased $3 million, or 75.0%, for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date. The increase was driven primarily by lower operating expenses from operating efficiencies, which was largely offset by a decline in gross profit primarily due to lower sales volume and store closures. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 13—Business Segments.

Previous wording

•Total liquidity as of February 1, 2025 was $1,312 million and consisted of the following:

Current wording

•Total liquidity as of May 3, 2025 was $1,494 million and consisted of the following: