UNITED NATURAL FOODS INC
For the period ended Jan 31, 2026. Filed Mar 10, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2026 · Filed Mar 10, 2026
UNFI$45.30-1.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-11-01; filed 2025-12-02.
0001020859-25-000065
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-01-31; filed 2026-03-10.
0001020859-26-000006
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 155 previous paragraphs and 185 current paragraphs.
102 unchanged; 47 reworded; 31 added; 5 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
(4)Fiscal 2026 includes costs and charges and insurance recoveries related to the Cybersecurity Incident. See Notes to Condensed Consolidated Financial Statements for additional information.
Current report
N/M - not meaningful
Current report
Second Quarter
Current report
Our Net sales for the second quarter of fiscal 2026 decreased approximately 2.6% from the second quarter of fiscal 2025. The decrease in Net sales was primarily driven by a decrease in Conventional and Retail Net Sales, partially offset by an increase in Natural Net Sales.
Current report
Year-to-Date
Current report
Our Net sales for fiscal 2026 year-to-date decreased approximately 1.5% from fiscal 2025 year-to-date. The decrease in Net sales was primarily driven by a decrease in Conventional and Retail Net Sales, partially offset by an increase in Natural Net Sales.
Current report
Conventional Net sales for fiscal 2026 year-to-date decreased approximately 11.9% from fiscal 2025 year-to-date. The decrease was driven by a decline in unit volumes including the impact from network optimization largely driven by the transition out of our Allentown, Pennsylvania distribution center, partially offset by increases from inflation.
Current report
Retail Net sales for fiscal 2026 year-to-date decreased approximately 6.9% from fiscal 2025 year-to-date. The decrease was primarily driven by store closures and a 2.5% decrease in identical store sales from lower volume.
Current report
Our Gross profit decreased $13 million, or 0.6%, to $2,097 million for fiscal 2026 year-to-date, from $2,110 million for fiscal 2025 year-to-date. Our Gross profit as a percentage of Net sales increased to 13.3% for fiscal 2026 year-to-date compared to 13.2% for fiscal 2025 year-to-date. Theincrease in gross profit ratewas primarily driven by the positive impact of network optimization and customer mix as well as higher levels of procurement gains, which were partially offset by a lower margin rate in the Retail segment and $19 million of charges associated with the previously disclosed Cybersecurity Incident.
Current report
Operating expenses decreased $59 million, or 5.7%, to $972 million, or 12.2% of Net sales, for the second quarter of fiscal 2026 compared to $1,031 million, or 12.6% of Net sales, for the second quarter of fiscal 2025. The decrease in Operating expenses as a percentage of Net sales was primarily driven by the benefits from cost saving initiatives, including network optimization and higher levels of distribution center productivity, and insurance proceeds.
Current report
Operating expenses decreased $78 million, or 3.8%, to $1,968 million, or 12.5% of Net sales, for fiscal 2026 year-to-date compared to $2,046 million, or 12.8% of Net sales, for fiscal 2025 year-to-date. The decrease in Operating expenses as a percentage of Net sales was primarily driven by the benefits from cost saving initiatives and $20 million in cybersecurity insurance recoveries.
Current report
Restructuring, acquisition and integration related expenses decreased $1 million to $8 million for the second quarter of fiscal 2026, compared to $9 million for the second quarter of fiscal 2025. The decrease was primarily driven by a decrease in certain employee severance and other employee separation costs and costs associated with outsourcing certain corporate functions under restructuring initiatives, partially offset by an increase in closed property charges and costs.
Current report
Loss on sale of assets and other asset charges increased $12 million to $23 million for fiscal 2026 year-to-date, from $11 million for fiscal 2025 year-to-date. The increase was primarily driven by higher asset impairment charges. Fiscal 2026 year-to-date primarily included $15 million in non-cash asset impairment charges related to decisions to close certain retail store locations and discontinue operations at certain distribution centers, warehouses or offsite storage facilities, while there were no asset impairment charges in fiscal 2025 year-to-date. Fiscal 2026 and 2025 year-to-date included losses on the sales of receivables under the accounts receivable monetization program.
Current report
Reflecting the factors described above, Operating income increased $44 million to $76 million for fiscal 2026 year-to-date, compared to Operating income of $32 million for fiscal 2025 year-to-date. The increase in Operating income was primarily driven by a decrease in Operating expenses, partially offset by a decrease in Gross profit and an increase in Loss on sale of assets and other asset charges and Restructuring, acquisition and integration related expenses in fiscal 2026 year-to-date, each as described above.
Current report
The decrease in interest expense, net, in fiscal 2026 year-to-date compared to fiscal 2025 year-to-date was primarily driven by lower outstanding long-term debt balances.
Current report
Provision (Benefit) for Income Taxes
Current report
The effective tax rate for the second quarter of fiscal 2026 was an expense rate of 13.0% on pre-tax income compared to a benefit rate of 60.0% on pre-tax loss for the second quarter of fiscal 2025. The change from the second quarter of fiscal 2025 is primarily driven by the increase in pre-tax income during the second quarter of fiscal 2026.
Current report
Net Income (Loss) Attributable to United Natural Foods, Inc.
Current report
Second Quarter
Current report
Natural Adjusted EBITDA increased $33 million, or 34.0%, for the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025. The increase was driven by an increase in gross profit excluding the LIFO charge and other adjustments as outlined in Note 14—Business Segments combined with a decrease in operating expenses.
Current report
•Natural Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, increased $29 million. Natural gross profit rate decreased approximately 15 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset by higher levels of procurement gains.
Current report
Conventional Adjusted EBITDA increased $15 million, or 25.4%, for the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025. The increase was driven by a decrease in operating expenses, partially offset by a decrease in gross profit excluding the LIFO charge and other adjustments as outlined in Note 14—Business Segments.
Current report
•Conventional Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, decreased $24 million. Conventional gross profit rate increased approximately 73 basis points driven primarily by the positive impact of network optimization and customer and product mix as well as higher levels of procurement gains.
Current report
•Retail Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, decreased $12 million. Retail operating expense rate was approximately flat to fiscal 2025 primarily due to the deleveraging impact of lower sales on fixed costs, offset by lower labor costs from operating efficiencies and store closures.
Current report
Year-to-Date
Current report
Conventional Adjusted EBITDA increased $40 million, or 38.5%, for fiscal 2026 year-to-date as compared to fiscal 2025 year-to-date. The increase was driven by a decrease in operating expenses, partially offset by a decrease in gross profit excluding the LIFO charge and other adjustments as outlined in Note 14—Business Segments.
Current report
•Conventional Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, decreased $74 million. Conventional operating expense rate increased approximately 11 basis points primarily due to the deleveraging impact of lower sales on fixed costs, partially offset by benefits from cost saving initiatives, including network optimization.
Current report
Retail Adjusted EBITDA decreased $22 million for fiscal 2026 year-to-date as compared to fiscal 2025 year-to-date. The decrease was driven by a decrease in gross profit excluding the LIFO charge, partially offset by a decrease in operating expenses.
Current report
•In the second quarter of fiscal 2026, we repurchased 742,622 shares of our common stock for a total cost of $25 million.
Current report
•In the second quarter of fiscal 2026, we made a voluntary prepayment of $9 million on our senior secured first lien term loan (the “Term Loan Facility”) funded with proceeds from the sale of the Bismarck, North Dakota distribution center.
Current report
•Subsequent to the end of the second quarter of fiscal 2026, on February 26, 2026, we redeemed $115 million of our $500 million of unsecured 6.750% senior notes due October 15, 2028 (the “Senior Notes”) funded with incremental borrowings under the ABL Credit Facility.
Removed paragraphs (5)
Previous report
(4)Fiscal 2026 includes costs and charges related to the Cybersecurity Incident, of which $13 million are included within Gross profit and $1 million are included within Operating expenses in the Condensed Consolidated Statements of Operations. These were partially offset by $10 million of insurance recoveries which are included within Operating expenses in the Condensed Consolidated Statements of Operations.
Previous report
Our Net sales for the first quarter of fiscal 2026 decreased approximately 0.4% from the first quarter of fiscal 2025. The decrease in Net sales was primarily driven by a decrease in unit volumes, partially offset by inflation.
Previous report
Operating expenses decreased $19 million, or 1.9%, to $996 million, or 12.7% of Net sales, for the first quarter of fiscal 2026 compared to $1,015 million, or 12.9% of Net sales, for the first quarter of fiscal 2025. The decrease in Operating expenses as a percentage of Net sales was primarily driven by the benefits from cost saving initiatives and a $10 million cybersecurity insurance recovery.
Previous report
Benefit for Income Taxes
Previous report
Conventional Adjusted EBITDA increased $25 million, or 55.6%, for the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025. The increase was driven by a decrease in operating expenses, partially offset by a decrease in gross profit excluding the LIFO charge and other adjustments as outlined in Note 14—Business Segments.
Reworded paragraphs (47)
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, programs 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 retailers. We offer approximately 230,000 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 49 distribution centers and warehouses representing approximately 28 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 three reportable segments: Natural, Conventional and Retail.
Current wording
United Natural Foods, Inc. and its subsidiaries (“UNFI”, “we”, “us”, “our”, the “Company”) 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, programs 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 retailers. We offer approximately 230,000 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 48 distribution centers and warehouses representing approximately 27 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 three reportable segments: Natural, Conventional and Retail.
Previous wording
We are executing against the strategy we introduced in October 2024 and three-year financial objectives that seek to add value to our customers and suppliers through our portfolio of products, programs, insights and services while improving our effectiveness, efficiency and cash flow. To accomplish the latter, we are focused on controllable variables in four key areas: intensifying and expanding our network optimization; managing annual capital spending; optimizing our cost structure; and reducing our net working capital position.
Current wording
We are executing against our value creation strategy, which seeks to build capabilities that add value to our customers and suppliers through our portfolio of products, programs, insights and services, while improving our effectiveness and efficiency. We are focused on controllable variables in several key areas: network optimization; managing annual capital spending; and optimizing our cost structure and net working capital position.
Previous 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.
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, changes in pricing levels continue 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
In connection with the termination of our supply agreement with a customer in the East region in fiscal 2025, we ceased operations at our Allentown, Pennsylvania distribution center in the first quarter of fiscal 2026 with the remaining volume consolidated into other facilities in the Northeast. Business with this customer in the Northeast accounted for approximately $1 billion in annual sales. The termination enables us to accelerate progress toward our longer-term strategic and three-year financial objectives.
Current wording
We continue to evaluate our distribution center network to better and more efficiently service customers and suppliers and further optimize performance. In connection with the termination of our supply agreement with a customer in the East region in fiscal 2025, we ceased operations at our Allentown, Pennsylvania distribution center in the first quarter of fiscal 2026 with the remaining volume consolidated into other facilities in the Northeast. Business with this customer in the Northeast accounted for approximately $1 billion in annual sales. The termination enables us to accelerate progress toward our longer-term strategic and three-year financial objectives.
Previous wording
We continue to evaluate our distribution center network to better and more efficiently service customers and suppliers and further optimize performance. We could incur incremental expenses related to any future network realignment, expansion or improvements, including network optimization and automation initiatives. We are working to both minimize future costs and obtain new business to further improve the efficiency of our distribution network.
Current wording
We could incur incremental expenses related to any future network realignment, expansion or improvements, including network optimization and automation initiatives. We are working to both minimize future costs and obtain new business to further improve the efficiency of our distribution network.
Previous wording
We operated 70 grocery stores, including 53 Cub Foods stores and 17 Shoppers stores, as of November 1, 2025. In addition, we supplied another 24 Cub Foods stores operated by our wholesale customers through franchise and minority equity ownership arrangements. We operated 77 pharmacies primarily within the stores we operate and the stores of our franchisees. In addition, we operated 23 “Cub Wine and Spirit” and “Cub Liquor” stores.
Current wording
We operated 66 grocery stores, including 53 Cub Foods stores and 13 Shoppers stores, as of January 31, 2026. In addition, we supplied another 24 Cub Foods stores operated by our wholesale customers through franchise and minority equity ownership arrangements. We operated 77 pharmacies primarily within the stores we operate and the stores of our franchisees. In addition, we operated 23 “Cub Wine and Spirits” and “Cub Liquor” stores.
Previous wording
Subsequent to the end of the first quarter of fiscal 2026, we closed four Shoppers stores which were previously announced for closure during the first quarter of fiscal 2026. We plan to continue to invest in and optimize our Retail segment in areas such as customer-facing merchandising initiatives, physical facilities, technology and operational tools.
Current wording
We plan to continue to invest in and optimize our Retail segment in areas such as customer-facing merchandising initiatives, physical facilities, technology and operational tools.
Previous wording
We experienced a mix of inflation and deflation across product categories during the first quarter of fiscal 2026. In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately three percent in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025. 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 second quarter of fiscal 2026. In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately three percent in the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025. 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
We define Adjusted EBITDA as a consolidated measure which we reconcile by adding Net (loss) income including noncontrolling interests, less Net income attributable to noncontrolling interests, plus Non-operating income and expenses, including Net periodic benefit income, excluding service cost, Interest expense, net and Other (income) expense, net, plus (Benefit) provision for income taxes and Depreciation and amortization all calculated in accordance with GAAP, plus adjustments for Share-based compensation, non-cash LIFO charge or benefit, Restructuring, acquisition and integration related expenses, Goodwill impairment charges, Loss (gain) on sale of assets and other asset charges, certain legal charges and gains, and certain other non-cash charges or other items, as determined by management.
Current wording
We define Adjusted EBITDA as a consolidated measure which we reconcile by adding Net income (loss) including noncontrolling interests, less Net income attributable to noncontrolling interests, plus Non-operating income and expenses, including Net periodic benefit income, excluding service cost, Interest expense, net and Other (income) expense, net, plus (Benefit) provision for income taxes and Depreciation and amortization all calculated in accordance with GAAP, plus adjustments for Share-based compensation, non-cash LIFO charge or benefit, Restructuring, acquisition and integration related expenses, Goodwill impairment charges, Loss (gain) on sale of assets and other asset charges, certain legal charges and gains, and certain other non-cash charges or other items, as determined by management.
Previous wording
The following table reconciles Net loss including noncontrolling interests to Adjusted EBITDA:
Current wording
The following table reconciles Net income (loss) including noncontrolling interests to Adjusted EBITDA:
Previous wording
(1)Fiscal 2026 primarily reflects adjustments to previously recorded multiemployer pension plan withdrawal liabilities, distribution center and store closure charges and costs and costs associated with certain employee severance and other employee separation costs. Fiscal 2025 primarily reflects costs associated with certain employee severance and other employee separation costs.
Current wording
(1)Fiscal 2026 primarily reflects distribution center and store closure charges, adjustments to previously recorded multiemployer pension plan withdrawal liabilities and costs associated with certain employee severance and other employee separation costs. Fiscal 2025 primarily reflects costs associated with certain employee severance and other employee separation costs and distribution center and store closure charges. See Notes to Condensed Consolidated Financial Statements for additional information.
Previous wording
(2)Fiscal 2026 primarily includes a $10 million non-cash asset impairment charge related to the decision to close certain retail store locations.
Current wording
(2)Fiscal 2026 primarily includes $5 million in non-cash impairment charges in the second quarter of fiscal 2026 related to the decision to discontinue operations at certain distribution centers, warehouses or offsite storage facilities, a $10 million non-cash asset impairment charge in the first quarter of fiscal 2026 related to the decision to close certain retail store locations and losses on the sales of receivables under the accounts receivable monetization program. Fiscal 2025 primarily includes losses on the sales of receivables under the accounts receivable monetization program. See Notes to Condensed Consolidated Financial Statements for additional information.
Previous wording
(5)Fiscal 2026 reflects accrued costs related to an agreement to settle certain legal proceedings, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.
Current wording
(5)Fiscal 2026 reflects accrued costs related to an agreement to settle certain legal proceedings, which are included within Operating expenses in the Condensed Consolidated Statements of Operations. Fiscal 2025 reflects certain estimated accrued legal-related costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.
Previous wording
Natural Net sales for the first quarter of fiscal 2026 increased approximately 10.5% from the first quarter of fiscal 2025. The increase was primarily driven by an increase in unit volumes, including new business with existing and new customers, as well as inflation.
Current wording
Natural Net sales for the second quarter of fiscal 2026 increased approximately 6.7% from the second quarter of fiscal 2025. The increase was primarily driven by an increase in unit volumes, including new business with existing and new customers, as well as inflation.
Previous wording
Conventional Net sales for the first quarter of fiscal 2026 decreased approximately 11.7% from the first quarter of fiscal 2025. The decrease was driven by a decline in unit volumes primarily due to the transition out of our Allentown, Pennsylvania distribution center, partially offset by increases from inflation.
Current wording
Conventional Net sales for the second quarter of fiscal 2026 decreased approximately 12.1% from the second quarter of fiscal 2025. The decrease was driven by a decline in unit volumes including the impact from network optimization largely driven by the transition out of our Allentown, Pennsylvania distribution center, partially offset by increases from inflation.
Previous wording
Retail Net sales for the first quarter of fiscal 2026 decreased approximately 5.5% from the first quarter of fiscal 2025. The decrease was primarily driven by a 3.1% decrease in identical store sales from lower volume, and store closures.
Current wording
Retail Net sales for the second quarter of fiscal 2026 decreased approximately 8.2% from the second quarter of fiscal 2025. The decrease was primarily driven by store closures and a 2.1% decrease in identical store sales from lower volume.
Previous wording
Lower eliminations of Net sales for the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 were primarily due to a decrease in Conventional to Retail sales, which are eliminated upon consolidation.
Current wording
Lower eliminations of Net sales for the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025 were primarily due to a decrease in Conventional to Retail sales, which are eliminated upon consolidation.
Previous wording
Our Gross profit increased $13 million, or 1.3%, to $1,051 million for the first quarter of fiscal 2026, from $1,038 million for the first quarter of fiscal 2025. Our Gross profit as a percentage of Net sales increased to 13.4% for the first quarter of fiscal 2026 compared to 13.2% for the first quarter of fiscal 2025. The increase in gross profit rate of 22 basis points was primarily driven by the positive impact of network optimization and customer mix, the favorable impact of supplier programs and higher levels of procurement gains, which were partially offset by lower product margin rates and $13 million of charges associated with the previously disclosed Cybersecurity Incident.
Current wording
Our Gross profit decreased $26 million, or 2.4%, to $1,046 million for the second quarter of fiscal 2026, from $1,072 million for the second quarter of fiscal 2025. Our Gross profit as a percentage of Net sales increased to 13.2% for the second quarter of fiscal 2026 compared to 13.1% for the second quarter of fiscal 2025. The gross profit ratewas primarily impacted by the benefits of network optimization and customer mix as well as higher levels of procurement gains, which were partially offset by a lower margin rate in the Retail segment.
Previous wording
Restructuring, acquisition and integration related expenses increased $10 million to $22 million for the first quarter of fiscal 2026, compared to $12 million for the first quarter of fiscal 2025. The increase was primarily driven by an adjustment to previously recorded multiemployer pension plan withdrawal liabilities in the first quarter of fiscal 2026.
Current wording
Restructuring, acquisition and integration related expenses increased $9 million to $30 million for fiscal 2026 year-to-date, compared to $21 million for fiscal 2025 year-to-date. The increase was primarily driven by an adjustment to previously recorded multiemployer pension plan withdrawal liabilities in the first quarter of fiscal 2026 and higher closed property charges and costs, partially offset by a decrease in certain employee severance and other employee separation costs.
Previous wording
Loss on sale of assets and other asset charges increased $8 million to $14 million for the first quarter of fiscal 2026, from $6 million for the first quarter of fiscal 2025. The first quarter of fiscal 2026 primarily included a $10 million non-cash asset impairment charge related to the decision to close certain retail store locations, while there were no asset impairment charges in the first quarter of fiscal 2025. The first quarters of fiscal 2026 and 2025 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 $4 million to $9 million for the second quarter of fiscal 2026, from $5 million for the second quarter of fiscal 2025. The second quarter of fiscal 2026 primarily included $5 million of non-cash asset impairment charges related to decisions to discontinue operations at certain leased distribution centers, warehouses or offsite storage facilities as we continue to optimize our distribution center network, while there were no asset impairment charges in the second quarter of fiscal 2025. The second quarters of fiscal 2026 and 2025 included losses on the sales of receivables under the accounts receivable monetization program.
Previous wording
Reflecting the factors described above, Operating income increased $14 million to $19 million for the first quarter of fiscal 2026, compared to Operating income of $5 million for the first quarter of fiscal 2025. The increase in Operating income was primarily driven by a decrease in Operating expenses and an increase in Gross profit, partially offset by an increase in Restructuring, acquisition and integration related expenses and Loss on sale of asset and other asset charges and in the first quarter of fiscal 2026, each as described above.
Current wording
Reflecting the factors described above, Operating income increased $30 million to $57 million for the second quarter of fiscal 2026, compared to Operating income of $27 million for the second quarter of fiscal 2025. The increase in Operating income was primarily driven by a decrease in Operating expenses, partially offset by a decrease in Gross profit and an increase in Loss on sale of assets and other asset charges in the second quarter of fiscal 2026, each as described above.
Previous wording
The decrease in interest expense, net, in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 was primarily driven by lower outstanding long-term debt balances.
Current wording
The decrease in interest expense, net, in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 was primarily driven by lower outstanding long-term debt balances.
Previous wording
The effective tax rate for the first quarter of fiscal 2026 was a benefit rate of 55.6% on pre-tax loss compared to a benefit rate of 16.7% on pre-tax loss for the first quarter of fiscal 2025. The change from the first quarter of fiscal 2025 is primarily driven by discrete tax benefits from favorable tax audit settlements and employee stock awards in the first quarter of fiscal 2026, as well as the tax credit benefit of a solar array that was placed in service during the first quarter of fiscal 2026.
Current wording
The effective tax rate for fiscal 2026 year-to-date was a benefit rate of 14.3% on pre-tax income compared to a benefit rate of 24.1% on pre-tax loss for fiscal 2025 year-to-date. The change from fiscal 2025 year-to-date is primarily driven by the increase in pre-tax income, discrete tax benefits from favorable tax audit settlements and employee stock award vestings during fiscal 2026, as well as the tax credit benefit of a solar array placed in service during the first quarter of fiscal 2026.
Previous wording
Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $4 million, or $0.06 per diluted common share, for the first quarter of fiscal 2026, compared to Net loss attributable to United Natural Foods, Inc. of $21 million, or $0.35 per diluted common share, for the first quarter of fiscal 2025.
Current wording
Reflecting the factors described in more detail above, Net income attributable to United Natural Foods, Inc. was $20 million, or $0.31 per diluted common share, for the second quarter of fiscal 2026, compared to Net loss attributable to United Natural Foods, Inc. of $3 million, or $0.05 per diluted common share, for the second quarter of fiscal 2025.
Previous wording
•Conventional Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, decreased $35 million. Conventional operating expense rate increased approximately 14 basis points primarily due to the deleveraging impact of lower sales on fixed costs, partially offset by benefits from cost saving initiatives.
Current wording
•Conventional Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, decreased $39 million. Conventional operating expense rate increased approximately 8 basis points primarily due to the deleveraging impact of lower sales on fixed costs, partially offset by benefits from cost saving initiatives, including network optimization.
Previous wording
Retail Adjusted EBITDA decreased $10 million for the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025. The decrease was driven by a decrease in gross profit excluding the LIFO charge, partially offset by a decrease in operating expenses.
Current wording
Retail Adjusted EBITDA decreased $12 million for the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025. The decrease was driven by a decrease in gross profit excluding the LIFO charge, partially offset by a decrease in operating expenses.
Previous wording
Natural Adjusted EBITDA increased $25 million, or 24.5%, for the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025. The increase was driven by an increase in gross profit excluding the LIFO charge and other adjustments as outlined in Note 14—Business Segments, partially offset by an increase in operating expenses.
Current wording
Natural Adjusted EBITDA increased $58 million, or 29.1%, for fiscal 2026 year-to-date as compared to fiscal 2025 year-to-date. The increase was driven by an increase in gross profit excluding the LIFO charge and other adjustments as outlined in Note 14—Business Segments, partially offset by an increase in operating expenses.
Previous wording
•Natural Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, increased $48 million. Natural gross profit rate decreased approximately 17 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset through supplier programs and higher levels of procurement gains.
Current wording
•Natural Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, increased $77 million. Natural gross profit rate decreased approximately 16 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset through higher levels of procurement gains and supplier programs.
Previous wording
•Natural Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, increased $23 million. Natural operating expense rate decreased approximately 50 basis points primarily due to the leveraging impact of higher sales and the benefits from cost saving initiatives, partially offset by increases in bad debt expense and costs associated with union and other employee benefits.
Current wording
•Natural Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, increased $19 million. Natural operating expense rate decreased approximately 63 basis points primarily due to the leveraging impact of higher sales and the benefits from cost saving initiatives, partially offset by increases costs associated with union and other employee benefits.
Previous wording
•Conventional Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, decreased $10 million. Conventional gross profit rate increased approximately 105 basis points driven primarily by customer mix, higher levels of procurement gains and recoveries related to settlements with customers and suppliers in the first quarter of fiscal 2026.
Current wording
•Conventional Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, decreased $34 million. Conventional gross profit rate increased approximately 89 basis points driven primarily by the positive impact of network optimization and customer and product mix, higher levels of procurement gains and recoveries related to settlements with customers and suppliers in the first quarter of fiscal 2026.
Previous wording
•Retail Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, decreased $14 million. Retail gross profit rate decreased approximately 107 basis points driven primarily by lower sales volume and changes in category mix.
Current wording
•Retail Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, decreased $38 million. Retail gross profit rate decreased approximately 154 basis points driven primarily by lower product margin rates, changes in category mix and lower sales volume.
Previous wording
•Retail Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, decreased $4 million. Retail operating expense rate increased approximately 73 basis points primarily due to the deleveraging impact of lower sales, partially offset by lower labor costs from operating efficiencies.
Current wording
•Retail Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, decreased $16 million. Retail operating expense rate increased approximately 39 basis points primarily due to the deleveraging impact of lower sales on fixed costs, partially offset by lower labor costs from operating efficiencies.
Previous wording
•Total liquidity as of November 1, 2025 was $1,327 million and consisted of the following:
Current wording
•Total liquidity as of January 31, 2026 was $1,337 million and consisted of the following:
Previous wording
◦$1,289 million of unused credit under our asset-based revolving credit facility (the “ABL Credit Facility”), which decreased $164 million from $1,453 million as of August 2, 2025, primarily due to increased cash utilized to fund seasonal working capital increases and a reduction in the borrowing base; and
Current wording
◦$1,285 million of unused credit under our asset-based revolving credit facility (the “ABL Credit Facility”), which decreased $168 million from $1,453 million as of August 2, 2025, primarily due to a reduction in the borrowing base, partially offset by a reduction in net borrowings under the ABL Credit Facility; and
Previous wording
◦$38 million of cash and cash equivalents, which decreased $6 million from $44 million as of August 2, 2025.
Current wording
◦$52 million of cash and cash equivalents, which increased $8 million from $44 million as of August 2, 2025.
Previous wording
•Total debt increased $58 million to $1,920 million as of November 1, 2025 from $1,862 million as of August 2, 2025, primarily related to an increase in net borrowings under the ABL Credit Facility due to net cash used in operating activities and payments for capital expenditures.
Current wording
•Total debt decreased $146 million to $1,716 million as of January 31, 2026 from $1,862 million as of August 2, 2025, primarily related to a reduction in net borrowings under the ABL Credit Facility due to net cash provided by operating activities, partially offset by payments for capital expenditures and repurchases of common stock.
Previous wording
•Working capital increased $148 million to $969 million as of November 1, 2025 from $821 million as of August 2, 2025, primarily due to a seasonal increase in inventory levels combined with a decrease in accrued compensation and benefits, partially offset by a decrease in accounts receivable and an increase in accounts payable to support higher inventory levels.
Current wording
•Working capital decreased $12 million to $809 million as of January 31, 2026 from $821 million as of August 2, 2025, primarily due to a decrease in inventory levels combined with a decrease in accounts receivable, largely offset by a decrease in accounts payable related to lower inventory levels, a decrease in accrued compensation and benefits and an increase in prepaid expenses and other current assets.
Previous wording
We currently do not pay a dividend on our common stock. In addition, we are limited in the aggregate amount of dividends that we may pay under the terms of our Term Loan Facility, ABL Credit Facility and our $500 million of unsecured 6.750% senior notes due October 15, 2028 (the “Senior Notes”). Subject to certain limitations contained in our debt agreements and as market conditions warrant, we may from time to time refinance indebtedness that we have incurred, including through the incurrence or repayment of loans under existing or new credit facilities or the issuance or repayment of debt securities. Proceeds from the sale of any properties mortgaged and encumbered under our Term Loan Facility are required to be used to make additional Term Loan Facility payments or to be reinvested in the business.
Current wording
We currently do not pay a dividend on our common stock. In addition, we are limited in the aggregate amount of dividends that we may pay under the terms of our Term Loan Facility, ABL Credit Facility and Senior Notes. Subject to certain limitations contained in our debt agreements and as market conditions warrant, we may from time to time refinance indebtedness that we have incurred, including through the incurrence or repayment of loans under existing or new credit facilities or the issuance or repayment of debt securities. Proceeds from the sale of any properties mortgaged and encumbered under our Term Loan Facility are required to be used to make additional Term Loan Facility payments or to be reinvested in the business.
Previous wording
During the first quarter of fiscal 2026, we borrowed a net $58 million under the ABL Credit Facility. Refer to Note 9—Long-Term Debt in Part I, Item 1 of this Quarterly Report on Form 10-Q for a detailed discussion of the provisions of our credit facilities and certain long-term debt agreements and additional information.
Current wording
During fiscal 2026 year-to-date, we reduced borrowings by a net $138 million under the ABL Credit Facility, and made voluntary and mandatory prepayments on the Term Loan Facility totaling $11 million. Refer to Note 9—Long-Term Debt in Part I, Item 1 of this Quarterly Report on Form 10-Q for a detailed discussion of the provisions of our credit facilities and certain long-term debt agreements and additional information.
Previous wording
Our Term Loan Agreement and Senior Notes do not include any financial maintenance covenants. Our ABL Loan Agreement subjects us to a fixed charge coverage ratio of at least 1.0 to 1.0 calculated at the end of each of our fiscal quarters on a rolling four quarter basis, if the adjusted aggregate availability is ever less than the greater of (i) $220 million, or $210 million if no ABL FILO Loans are then outstanding at such time and (ii) 10% of the aggregate borrowing base. We have not been subject to the fixed charge coverage ratio covenant under the ABL Loan Agreement, including through the filing date of this Quarterly Report on Form 10-Q. The Term Loan Agreement, Senior Notes and ABL Loan Agreement contain certain operational and informational covenants customary for debt securities of these types that limit our and our restricted subsidiaries’ ability to, among other things, incur debt, declare or pay dividends or make other distributions to our stockholders, transfer or sell assets, create liens on our assets, engage in transactions with affiliates, and merge, consolidate or sell all or substantially all of our and our subsidiaries’ assets on a consolidated basis. We were in compliance with all such covenants for all periods presented. If we fail to comply with any of these covenants, we may be in default under the applicable debt agreement, and all amounts due thereunder may become immediately due and payable. The potential amount of prepayment under the Term Loan Facility from Excess Cash Flow (as defined in the Term Loan Agreement) in fiscal 2026 that may be required in fiscal 2027 is not reasonably estimable as of November 1, 2025.
Current wording
Our term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) and Senior Notes do not include any financial maintenance covenants. Our revolving credit agreement dated as of June 3, 2022 (as amended, the “ABL Loan Agreement”) subjects us to a fixed charge coverage ratio of at least 1.0 to 1.0 calculated at the end of each of our fiscal quarters on a rolling four quarter basis, if the adjusted aggregate availability is ever less than the greater of (i) $220 million, or $210 million if no ABL FILO Loans are then outstanding at such time and (ii) 10% of the aggregate borrowing base. We have not been subject to the fixed charge coverage ratio covenant under the ABL Loan Agreement, including through the filing date of this Quarterly Report on Form 10-Q. The Term Loan Agreement, Senior Notes and ABL Loan Agreement contain certain operational and informational covenants customary for debt securities of these types that limit our and our restricted subsidiaries’ ability to, among other things, incur debt, declare or pay dividends or make other distributions to our stockholders, transfer or sell assets, create liens on our assets, engage in transactions with affiliates, and merge, consolidate or sell all or substantially all of our and our subsidiaries’ assets on a consolidated basis. We were in compliance with all such covenants for all periods presented. If we fail to comply with any of these covenants, we may be in default under the applicable debt agreement, and all amounts due thereunder may become immediately due and payable. The potential amount of prepayment under the Term Loan Facility from Excess Cash Flow (as defined in the Term Loan Agreement) in fiscal 2026 that may be required in fiscal 2027 is not reasonably estimable as of January 31, 2026.
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Current report — wording carried from elsewhere
Natural Net sales for fiscal 2026 year-to-date increased approximately 8.5% from fiscal 2025 year-to-date. The increase was primarily driven by an increase in unit volumes, including new business with existing and new customers, as well as inflation.
Current report — wording carried from elsewhere
Lower eliminations of Net sales for fiscal 2026 year-to-date as compared to fiscal 2025 year-to-date were primarily due to a decrease in Conventional to Retail sales, which are eliminated upon consolidation.
Current report — wording carried from elsewhere
Reflecting the factors described in more detail above, Net income attributable to United Natural Foods, Inc. was $16 million, or $0.25 per diluted common share, for fiscal 2026 year-to-date, compared to Net loss attributable to United Natural Foods, Inc. of $24 million, or $0.39 per diluted common share, for fiscal 2025 year-to-date.
Current report — wording carried from elsewhere
•Natural Operating expense, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments, decreased $4 million. Natural operating expense rate decreased approximately 77 basis points primarily due to the leveraging impact of higher sales and the benefits from cost saving initiatives, partially offset by increases in costs associated with union and other employee benefits.
Current report — wording carried from elsewhere
•Retail Gross profit, which excludes the LIFO charge and other adjustments as outlined in Note 14—Business Segments, decreased $24 million. Retail gross profit rate decreased approximately 200 basis points driven primarily by lower product margin rates and changes in category mix.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Net Loss Attributable to United Natural Foods, Inc.