10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 1, 2014

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-21531

UNITED NATURAL FOODS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	05-0376157
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

313 Iron Horse Way, Providence, RI	02908
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (401) 528-8634

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:  Yes ý  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý

As of February 24, 2014 there were 49,625,328 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.

TABLE OF CONTENTS

Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)	3
	Condensed Consolidated Statements of Income (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (unaudited)	5
	Condensed Consolidated Statement of Stockholders’ Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
Part II.	Other Information
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
	Signatures	26

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands, except per share amounts)

	February 1, 2014			August 3, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	14,575		$	11,111
Accounts receivable, net of allowance of $8,506 and $9,271, respectively	406,943			339,590
Inventories	764,694			702,161
Prepaid expenses and other current assets	56,851			38,534
Deferred income taxes	23,822			23,822
Total current assets	1,266,885			1,115,218
Property & equipment, net	394,147			338,594
Goodwill	209,216			201,874
Intangible assets, net of accumulated amortization of $15,869 and $14,214, respectively	56,372			49,540
Other assets	24,361			24,682
Total assets	$	1,950,981		$	1,729,908
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	334,867		$	283,851
Accrued expenses and other current liabilities	113,058			113,397
Current portion of long-term debt	1,202			1,019
Total current liabilities	449,127			398,267
Notes payable	240,180			130,594
Long-term debt, excluding current portion	33,128			33,091
Deferred income taxes	41,474			41,474
Other long-term liabilities	27,878			27,336
Total liabilities	791,787			630,762
Commitments and contingencies	—			—
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding	—			—
Common stock, $0.01 par value, authorized 100,000 shares; 49,623 issued and outstanding shares at February 1, 2014; 49,330 issued and outstanding shares at August 3, 2013	496			493
Additional paid-in capital	390,056			380,109
Unallocated shares of Employee Stock Ownership Plan	(39		)	(39		)
Accumulated other comprehensive loss	(6,709		)	(1,092		)
Retained earnings	775,390			719,675
Total stockholders’ equity	1,159,194			1,099,146
Total liabilities and stockholders’ equity	$	1,950,981		$	1,729,908

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(In thousands, except per share data amounts)

	Three months ended						Six months ended
	February 1, 2014			January 26, 2013			February 1, 2014			January 26, 2013
Net sales	$	1,646,041		$	1,445,703		$	3,248,052		$	2,855,740
Cost of sales	1,377,874			1,204,030			2,708,709			2,378,114
Gross profit	268,167			241,673			539,343			477,626
Operating expenses	219,322			202,693			442,472			400,451
Restructuring and asset impairment expenses	—			—			—			1,629
Total operating expenses	219,322			202,693			442,472			402,080
Operating income	48,845			38,980			96,871			75,546
Other expense (income):
Interest expense	1,782			1,373			3,636			2,351
Interest income	(125		)	(168		)	(245		)	(341		)
Other, net	602			201			621			4,982
Total other expense, net	2,259			1,406			4,012			6,992
Income before income taxes	46,586			37,574			92,859			68,554
Provision for income taxes	18,635			14,954			37,144			24,398
Net income	$	27,951		$	22,620		$	55,715		$	44,156
Basic per share data:
Net income	$	0.56		$	0.46		$	1.13		$	0.90
Weighted average basic shares of common stock outstanding	49,615			49,289			49,490			49,174
Diluted per share data:
Net income	$	0.56		$	0.46		$	1.12		$	0.89
Weighted average diluted shares of common stock outstanding	49,873			49,528			49,766			49,475

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(In thousands)

	Three months ended								Three months ended
	February 1, 2014								January 26, 2013
	Pre-tax			Tax		After-tax			Pre-tax			Tax		After-tax
	Amount			(expense) benefit		Amount			Amount			(expense) benefit		Amount
Net income						$	27,951							$	22,620
Other comprehensive income (loss):
Foreign currency translation adjustments	$	(5,326	)	$	—	$	(5,326	)	$	(739	)	$	—	$	(739	)
Total other comprehensive income (loss):	$	(5,326	)	$	—	$	(5,326	)	$	(739	)	$	—	$	(739	)
Total comprehensive income						$	22,625							$	21,881

	Six months ended								Six months ended
	February 1, 2014								January 26, 2013
	Pre-tax			Tax		After-tax			Pre-tax			Tax		After-tax
	Amount			(expense) benefit		Amount			Amount			(expense) benefit		Amount
Net income						$	55,715							$	44,156
Other comprehensive income (loss):
Foreign currency translation adjustments	$	(5,617	)	$	—	$	(5,617	)	$	(274	)	$	—	$	(274	)
Total other comprehensive income (loss)	$	(5,617	)	$	—	$	(5,617	)	$	(274	)	$	—	$	(274	)
Total comprehensive income						$	50,098							$	43,882

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (unaudited)

(In thousands)

	Common Stock			Additional Paid in Capital			Unallocated Shares of ESOP			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders’ Equity
(In thousands)	Shares	Amount
Balances at August 3, 2013	49,330	$	493	$	380,109		$	(39	)	$	(1,092	)	$	719,675	$	1,099,146
Stock option exercises and restricted stock vestings, net of tax	293	3		(1,881		)									(1,878		)
Share-based compensation				9,507											9,507
Tax benefit associated with stock plans				2,321											2,321
Foreign currency translation										(5,617		)			(5,617		)
Net income													55,715		55,715
Balances at February 1, 2014	49,623	$	496	$	390,056		$	(39	)	$	(6,709	)	$	775,390	$	1,159,194

The accompanying notes are an integral part of the condensed consolidated financial statements.

6

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(In thousands)

	Six months ended
	February 1, 2014			January 26, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	55,715		$	44,156
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	22,998			20,944
Share-based compensation	9,507			7,889
Loss (gain) on disposals of property and equipment	46			(20		)
Excess tax benefits from share-based payment arrangements	(2,321		)	(30		)
Impairment of intangible asset	—			1,629
Provision for doubtful accounts	1,601			1,497
Non-cash interest expense	1,050			—
Changes in assets and liabilities, net of acquired businesses:
Accounts receivable	(66,988		)	(51,057		)
Inventories	(60,139		)	(94,621		)
Prepaid expenses and other assets	(15,953		)	(11,762		)
Accounts payable	19,022			32,140
Accrued expenses and other liabilities	(363		)	651
Net cash used in operating activities	(35,825		)	(48,584		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(76,320		)	(20,026		)
Purchases of acquired businesses, net of cash acquired	(23,005		)	(9,266		)
Proceeds from disposals of property and equipment	102			2,342
Net cash used in investing activities	(99,223		)	(26,950		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt	(396		)	(400		)
Proceeds from borrowings under revolving credit line	347,474			361,906
Repayments of borrowings under revolving credit line	(237,284		)	(302,808		)
Increase in bank overdraft	28,378			10,504
Proceeds from exercise of stock options	1,692			1,455
Payment of employee restricted stock tax withholdings	(3,570		)	(3,335		)
Excess tax benefits from share-based payment arrangements	2,321			30
Capitalized debt issuance costs	—			(12		)
Net cash provided by financing activities	138,615			67,340
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(103		)	157
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	3,464			(8,037		)
Cash and cash equivalents at beginning of period	11,111			16,122
Cash and cash equivalents at end of period	$	14,575		$	8,085
Supplemental disclosures of cash flow information:
Cash paid for interest	$	2,925		$	2,195
Cash paid for federal and state income taxes, net of refunds	$	42,072		$	32,315

The accompanying notes are an integral part of the condensed consolidated financial statements.

7

UNITED NATURAL FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 1, 2014 (unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

(a)  Nature of Business

United Natural Foods, Inc. and subsidiaries (the “Company”) is a leading distributor and retailer of natural, organic and specialty products. The Company sells its products primarily throughout the United States and Canada.

(b)  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. In the Company’s opinion, these financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods, however, may not be indicative of the results that may be expected for a full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 3, 2013.

Net sales consist primarily of sales of natural, organic and specialty products to retailers, adjusted for customer volume discounts, returns and allowances. Net sales also include amounts charged by the Company to customers for shipping and handling, and fuel surcharges. The principal components of cost of sales include the amount paid to manufacturers and growers for product sold, plus the cost of transportation necessary to bring the product to the Company’s distribution facilities. Cost of sales also includes amounts incurred by the Company’s manufacturing subsidiary, United Natural Trading LLC, which does business as Woodstock Farms Manufacturing, for inbound transportation costs and depreciation for manufacturing equipment offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products. Operating expenses include salaries and wages, employee benefits (including payments under the Company’s Employee Stock Ownership Plan), warehousing and delivery, selling, occupancy, insurance, administrative, share-based compensation and amortization expense. Operating expenses also include depreciation expense related to the wholesale and retail divisions. Other expense (income) includes interest on outstanding indebtedness, interest income, foreign exchange gains or losses and other miscellaneous income and expenses.  The condensed consolidated statement of cash flows for the six months ended January 26, 2013 has been adjusted to properly reflect the change in the presentation of operating activities. The revision was not material to the Company's condensed consolidated financial statements as a whole. During the six months ended January 26, 2013, other expense also includes a pre-tax charge of $4.9 million related to an agreement reached during the first quarter of fiscal 2013 to settle a multi-state unclaimed property audit.

As noted above, the Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound freight are generally recorded in cost of sales, whereas shipping and handling costs for selecting, quality assurance, and outbound transportation are recorded in operating expenses. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $98.8 million and $88.5 million for the three months ended February 1, 2014 and January 26, 2013, respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $195.1 million and $174.8 million for the six months endedFebruary 1, 2014 and January 26, 2013, respectively. 

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). This update supersedes the presentation requirements for reclassifications out of accumulated other comprehensive income in ASU No. 2011-05, Presentation of Comprehensive Income, and ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2013-02 requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income by component and to present, either on the face of the financial statements or in a single note, any significant amount reclassified out of accumulated other comprehensive income in its entirety in the period, and the income statement line item affected by the reclassification. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02 is effective for annual reporting periods that begin after December 15, 2012 and was adopted by the Company in the first quarter of the fiscal year ending August 2, 2014. The adoption of ASU 2013-02 did not have an impact on the presentation of the Company's condensed consolidated financial statements.

3. ACQUISITIONS

On September 26, 2013, the Company acquired all of the equity interests of Trudeau Foods, LLC (“Trudeau Foods”) from Trudeau Holdings, LLC, a portfolio company of Arbor Investments II, LP. Trudeau Foods is the largest Minnesota-based distributor of natural, organic and specialty food products and serves over 600 customer locations, including chain and independent grocers, wholesalers and meat markets in Minnesota, North Dakota, Wisconsin and Michigan’s Upper Peninsula. Trudeau Foods carries a full range of fine-quality and specialty gourmet meats, frozen foods, dairy, bakery, deli, seafood and dry grocery items under a wide breadth of national, regional and private label brands. The total cash consideration related to this acquisition was approximately $23.0 million. The fair value of the identifiable intangible asset acquired was determined by using an income approach. The identifiable intangible asset recorded based on the provisional valuations include customer lists of $9.5 million, which are being amortized on a straight-line basis over an estimated useful live of approximately ten years. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are considered Level 3 measurements as defined by authoritative guidance. The results of Trudeau's operations have been included in the condensed consolidated financial statements since that date. Since the date of acquisition, net sales for the acquired business totaled approximately $18.7 million and $26.3 million during the three and six months endedFebruary 1, 2014, respectively, and are consolidated within the Company's wholesale segment.

During the first quarter of fiscal 2013, the Company, within its wholesale segment, completed three business combinations related to the acquisition of certain assets of three distribution companies. The total cash consideration related to these acquisitions was approximately $9.2 million. In addition, certain of the asset purchase agreements related to these acquisitions provide for future contingent consideration payments of up to $3.7 million through February 2017. Furthermore, in connection with one of the acquisitions, the Company granted restricted stock units which have pro-rata time-based vesting over four years similar to the structure of the majority of the awards of restricted stock units granted to employees, but for which the vesting may be fully accelerated after two years if net sales of the acquired business, as defined in the applicable asset purchase agreement, meets or exceeds a targeted amount in either of the first two years following consummation of our acquisition of the business. As of the six months endedFebruary 1, 2014, the defined targeted amount has not been met.

The fair value of the identifiable intangible assets acquired in the three acquisitions was determined by using an income approach. The identifiable intangible assets recorded based on the provisional valuations include customer lists of $3.1 million, which are being amortized on a straight-line basis over estimated useful lives of approximately five to ten years. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are considered Level 3 measurements as defined by authoritative guidance. There were no material updates to the preliminary allocations. Net sales resulting from these three acquisitions totaled approximately $13.7 million and $14.3 million during the three months ended February 1, 2014 and January 26, 2013, respectively, and $26.7 million and $25.5 million during the six months ended February 1, 2014 and January 26, 2013, respectively.

The three acquisitions during the first quarter of fiscal 2013 and the acquisition of Trudeau Foods during the first quarter of fiscal 2014 were financed through borrowings under the Company’s amended and restated revolving credit facility. Acquisition costs related to these purchases were insignificant, have been expensed as incurred and are included within “Operating Expenses” in the Condensed Consolidated Statements of Income. Each of these businesses were absorbed by the operations of the Company’s broadline distribution business, therefore the Company does not record the expenses for these businesses separately from the rest of the broadline distribution business and it is not possible to provide complete financial results for each acquisition separately or in total.

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4. RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS

Impairment of an intangible asset

During fiscal 2007, the Company made several asset acquisitions under its Blue Marble Brands division, one of which included a licensing agreement under which the Company was permitted to sell products under the seller’s existing trademark in exchange for royalty payments. The fair value of the intangible asset at the time of acquisition was $2.1 million, and was being amortized over a life of 27 years, the maximum life of the licensing agreement including renewal periods. In October 2012, the Company entered into an agreement to terminate its licensing agreement with the former owners. In connection with this termination agreement, during the first quarter of fiscal 2013, the Company recognized an impairment of $1.6 million representing the remaining unamortized balance of the intangible asset. There were no impairments recorded during the six months ended February 1, 2014.

5. EARNINGS PER SHARE

The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share (in thousands):

	Three months ended		Six months ended
	February 1, 2014	January 26, 2013	February 1, 2014	January 26, 2013
Basic weighted average shares outstanding	49,615	49,289	49,490	49,174
Net effect of dilutive stock awards based upon the treasury stock method	258	239	276	301
Diluted weighted average shares outstanding	49,873	49,528	49,766	49,475

There were no anti-dilutive share-based awards outstanding for the three months ended February 1, 2014 compared to 307,980 for the three months ended January 26, 2013. For the six months ended February 1, 2014 and January 26, 2013, there were 4,703 and 118,841 anti-dilutive share-based awards outstanding, respectively. These anti-dilutive share-based awards were excluded from the calculation of diluted earnings per share.

6. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Fuel Supply Agreements

The Company is party to several fixed price fuel supply agreements. During the first quarter of fiscal 2014, the Company entered into several agreements which require it to purchase a portion of its diesel fuel each month at fixed prices through December 2014. These fixed price fuel agreements qualify for, and the Company has elected to utilize, the “normal purchase” exception under FASB Accounting Standards Codification ("ASC") 815, Derivatives and Hedging (“ASC 815”) as physical deliveries will occur rather than net settlements, and therefore the fuel purchases under these contracts are expensed as incurred and included within operating expenses. During the six months ended January 26, 2013, the Company was a party to several similar agreements which required it to purchase a portion of its diesel fuel each month at fixed prices through July 2013 and which also qualified and were accounted for using the “normal purchase” exception under ASC 815, and therefore the fuel purchases under those contracts were expensed as incurred and included within operating expenses.

Financial Instruments

There were no financial assets and liabilities measured on a recurring basis as of February 1, 2014 or August 3, 2013.

The fair value of the Company’s other financial instruments including cash, cash equivalents, accounts receivable, notes receivable, accounts payable and certain accrued expenses approximate carrying amounts due to the short-term nature of these instruments. The Company believes its credit risk is similar to the overall market and variable rates have not moved significantly since it initiated the underlying borrowings, therefore the fair value of notes payable approximate carrying amounts.

The following estimated fair value amounts for long-term debt have been determined by the Company using available market information and appropriate valuation methodologies including the discounted cash flow method, taking into account the instruments’ interest rate, terms, maturity date and collateral, if any, in comparison to market rates for similar financial

9

instruments and are, therefore, deemed Level 2 inputs. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

	February 1, 2014				August 3, 2013
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Long-term debt, including current portion	$	34,330	$	36,469	$	34,110	$	36,230

7. BUSINESS SEGMENTS

The Company has several operating divisions aggregated under the wholesale segment, which is the Company’s only reportable segment. These operating divisions have similar products and services, customer channels, distribution methods and historical margins. The wholesale segment is engaged in national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Company has additional operating divisions that do not meet the quantitative thresholds for reportable segments and are therefore aggregated under the caption of “Other.” “Other” includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States, a manufacturing division, which engages in importing, roasting and packaging of nuts, seeds, dried fruit, trail mixes, granola, natural and organic snack items, confections and the Company’s Blue Marble Brands product lines. “Other” also includes certain corporate operating expenses that are not allocated to operating divisions and are necessary to operate the Company’s headquarters located in Providence, Rhode Island, which include depreciation, salaries, retainers, and other related expenses of officers, directors, corporate finance (including professional services), information technology, governance, legal, human resources and internal audit. As the Company continues to expand its business and serve its customers through a national platform, these corporate expense amounts have increased. These unallocated corporate expenses are the primary driver behind the operating losses within the “Other” category below. Non-operating expenses that are not allocated to the operating divisions are under the caption of “Unallocated Expenses.” The Company does not record its revenues for financial reporting purposes by product group, and it is therefore impracticable for the Company to report them accordingly.

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The following table reflects business segment information for the periods indicated (in thousands):

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Three months ended February 1, 2014:
Net sales	$	1,625,934	$	44,760		$	(24,653	)	$	—		$	1,646,041
Operating income (loss)	54,288		(6,584		)	1,141			—			48,845
Interest expense	—		—			—			1,782			1,782
Interest income	—		—			—			(125		)	(125		)
Other, net	602		—			—			—			602
Income before income taxes												46,586
Depreciation and amortization	11,335		425			—			—			11,760
Capital expenditures	42,891		182			—			—			43,073
Goodwill	191,485		17,731			—			—			209,216
Total assets	1,800,189		161,516			(10,724		)	—			1,950,981
Three months ended January 26, 2013:
Net sales	$	1,431,047	$	37,441		$	(22,785	)	$	—		$	1,445,703
Operating income (loss)	47,078		(8,899		)	801			—			38,980
Interest expense	—		—			—			1,373			1,373
Interest income	—		—			—			(168		)	(168		)
Other, net	—		—			—			201			201
Income before income taxes												37,574
Depreciation and amortization	10,398		427			—			—			10,825
Capital expenditures	15,305		148			—			—			15,453
Goodwill	186,374		17,532			—			—			203,906
Total assets	1,548,772		140,595			(9,261		)	—			1,680,106

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	Wholesale		Other			Eliminations			Unallocated			Consolidated
Six months ended February 1, 2014:
Net sales	$	3,210,177	$	93,730		$	(55,855	)	$	—		$	3,248,052
Operating income (loss)	111,662		(14,545		)	(246		)	—			96,871
Interest expense	—		—			—			3,636			3,636
Interest income	—		—			—			(245		)	(245		)
Other, net	621		—			—			—			621
Income before income taxes												92,859
Depreciation and amortization	21,906		1,092			—			—			22,998
Capital expenditures	76,003		317			—			—			76,320
Goodwill	191,485		17,731			—			—			209,216
Total assets	1,800,189		161,516			(10,724		)	—			1,950,981
Six months ended January 26, 2013:
Net sales	$	2,825,461	$	82,763		$	(52,484	)	$	—		$	2,855,740
Operating income (loss)	97,065		(20,496		)	(1,023		)	—			75,546
Interest expense	—		—			—			2,351			2,351
Interest income	—		—			—			(341		)	(341		)
Other, net	—		—			—			4,982			4,982
Income before income taxes												68,554
Depreciation and amortization	19,943		1,001			—			—			20,944
Capital expenditures	19,112		914			—			—			20,026
Goodwill	186,374		17,532			—			—			203,906
Total assets	1,548,772		140,595			(9,261		)	—			1,680,106

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8. LONG-TERM DEBT

During the fiscal year ended July 28, 2012, the Company entered into a lease agreement for a new distribution facility in Aurora, Colorado. At the conclusion of the fiscal year ended August 3, 2013, actual construction costs exceeded the construction allowance as defined by the lease agreement, and therefore, the Company determined it met the criteria for continuing involvement pursuant to FASB ASC 840, Leases, and applied the financing method to account for this transaction during the fourth quarter of fiscal 2013. Under the financing method, the book value of the distribution facility and related accumulated depreciation remains on the balance sheet. The construction allowance is recorded as a financing obligation in long-term debt. A portion of each lease payment reduces the amount of the financing obligation, and a portion is recorded as interest expense at an effective rate of approximately 7.32%. The financing obligation as of the six months ended February 1, 2014 was $33.9 million. The Company recorded $0.6 million and $1.2 million of interest expense during the three and six months ended February 1, 2014, respectively.

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Item 2.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plans,” “planned,” “seek,” “should,” “will,” and “would,” or similar words. You should read statements that contain these words carefully because they discuss future expectations, contain projections of future results of operations or of financial positions or state other “forward-looking” information.

Forward-looking statements involve inherent uncertainty and may ultimately prove to be incorrect or false. You are cautioned not to place undue reliance on forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to:

· our dependence on principal customers;

· our sensitivity to general economic conditions, including the current economic environment, changes in disposable

income levels and consumer spending trends;

· our ability to reduce our expenses in amounts sufficient to offset our increased focus on sales to conventional

supermarkets and the resulting lower gross margins on these sales;

· our reliance on the continued growth in sales of natural and organic foods and non-food products in comparison to

conventional products;

· our ability to timely and successfully deploy our new warehouse management system throughout our distribution

centers and our transportation management system Company-wide;

· increased fuel costs;

· our sensitivity to inflationary and deflationary pressures;

· the relatively low margins and economic sensitivity of our business;

· the potential for disruptions in our supply chain by circumstances beyond our control;

· union-organizing activities that could cause labor relations difficulties;

· the ability to identify and successfully complete acquisitions of other natural, organic and specialty food and non-food

products distributors; and

· management’s allocation of capital and the timing of capital expenditures.

This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. You should carefully review the risks described under “Part I. Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 3, 2013 and any cautionary language in this Quarterly Report on Form 10-Q or our other reports filed with the SEC from time to time, as the occurrence of any of these events could have an adverse effect on our business, results of operations and financial condition.

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Overview

We believe we are a leading distributor based on sales of natural, organic and specialty foods and non-food products in the United States and Canada, and that our twenty-eight distribution centers, representing approximately 6.6 million square feet of warehouse space, provide us with the largest capacity of any North American-based distributor in the natural, organic and specialty products industry. We offer more than 65,000 high-quality natural, organic and specialty foods and non-food products, consisting of national brands, regional brands, private label and master distribution products, in six product categories: grocery and general merchandise, produce, perishables and frozen foods, nutritional supplements and sports nutrition, bulk and food service products and personal care items. We serve more than 31,000 customer locations primarily located across the United States and Canada, the majority of which can be classified into one of the following categories: independently owned natural products retailers, which include buying clubs; supernatural chains, which consist solely of Whole Foods Market Inc. (“Whole Foods Market”); conventional supermarkets, which include mass market chains; and other, which includes foodservice and international customers.

Our operations are comprised of three principal operating divisions. These operating divisions are:

· our wholesale division, which includes our broadline natural, organic and specialty distribution business in the United States, UNFI Canada, Inc. ("UNFI Canada"), which is our natural, organic and specialty distribution business in Canada, Albert’s Organics, Inc. ("Albert's"), which is a leading distributor within the United States of organically grown produce and non-produce perishable items, and Select Nutrition, which distributes vitamins, minerals and supplements;

· our retail division, consisting of Earth Origins Market, which operates our thirteen natural products retail stores within the United States; and

· our manufacturing division, consisting of Woodstock Farms Manufacturing, which specializes in the international importation, roasting, packaging and distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items, and confections, and our Blue Marble Brands product lines.

In recent years, our sales to existing and new customers have increased through the continued growth of the natural and organic products industry in general; increased market share as a result of our high quality service and a broader product selection, including specialty products, and the acquisition of, or merger with, natural and specialty products distributors; the expansion of our existing distribution centers; the construction of new distribution centers; the introduction of new products and the development of our own line of natural and organic branded products. Through these efforts, we believe that we have been able to broaden our geographic penetration, expand our customer base, enhance and diversify our product selections and increase our market share. Beginning in fiscal 2009, our strategic plan has focused on increasing market share, particularly in our conventional supermarket channel. This channel typically generates lower gross margins than our independent retailer channel, but also typically has lower operating expenses. As part of our “one company” approach, we are in the process of rolling out a national warehouse management and procurement system to convert our existing facilities into a single warehouse management and supply chain platform. We launched this platform at our Lancaster, Texas facility in September 2010 and we converted our Ridgefield, Washington facility in July 2012. We expect to complete the roll-out of all existing, broadline facilities by the end of fiscal 2017. These steps and others are intended to promote operational efficiencies and further reduce our operating expenses as we attempt to offset the lower gross margins we expect to generate by increased sales to the supernatural and conventional supermarket channels.

During fiscal 2012, we made pivotal changes including completing the divestiture of our conventional non-foods and general merchandise lines of business that began in the fourth quarter of fiscal 2011. In connection with the divestiture, we moved the remaining organic and natural specialty product inventory from our Harrison, Arkansas facility to other distribution centers across the United States, and closed the Harrison, Arkansas facility. We were also successful in bringing onboard the single largest national customer at one time in our history.

Inflation continues to impact our financial results. For the three months ended February 1, 2014, inflation in food prices was approximately 1.9% when compared to price levels in the three months ended January 26, 2013. Based on the recent trend, we believe that levels are stabilizing near 2 to 3%. Moderate levels of annual inflation, which we generally consider to be between 2% and 4%, are beneficial to our results as the majority of our pricing is on a cost plus structure, and price changes in this range are more easily passed through the supply chain. We believe the current trend of moderate inflation will continue over the next 12 months.

We have been the primary distributor to Whole Foods Market for more than 15 years. We currently serve as the primary distributor to Whole Foods Market in all of its regions in the United States pursuant to our distribution agreement that expires on September 25, 2020. Whole Foods Market accounted for approximately 37% of our net sales for each of the three months

15

ended February 1, 2014 and January 26, 2013. Whole Foods Market accounted for approximately 36% and 37% of our net sales for the six months ended February 1, 2014 and January 26, 2013, respectively.

We expanded our operations into Canada with the acquisition of certain Canadian food distribution assets of the SunOpta Distribution Group business of SunOpta Inc. through our wholly-owned subsidiary, UNFI Canada, for cash consideration of $65.8 million in June 2010. With the acquisition, we became the largest distributor of natural, organic and specialty foods, including kosher foods, in Canada. We have utilized our UNFI Canada platform to further expand in the Canadian market, including through our purchase of substantially all of the assets of a specialty food distribution business in the Ontario market in November 2011 and our August 2012 acquisition of substantially all of the assets of a dairy distribution business in the central Canada market.

The ability to distribute specialty food items (including ethnic, kosher and gourmet) has accelerated our expansion into a number of high-growth business markets and allowed us to establish immediate market share in the fast-growing specialty foods market. We have now integrated specialty food products and natural and organic specialty non-food products into most of our broadline distribution centers across the country. Due to our expansion into specialty foods, we were awarded new business with a number of conventional supermarkets since fiscal 2010 that we previously had not done business with because we did not distribute specialty products. We believe that distribution of these products enhances our conventional supermarket business channel and that our complementary product lines continue to present opportunities for cross-selling. In the first quarter of fiscal 2012 we completed the divestiture of our conventional non-foods and general merchandise lines of business, including certain inventory related to these product lines in order to concentrate on our core business of the distribution of natural, organic and specialty foods and non-food products.

To maintain our market leadership and improve our operating efficiencies, we seek to continually:

· expand our marketing and customer service programs across regions;

· expand our national purchasing opportunities;

· offer a broader product selection;

· offer operational excellence with high service levels and a higher percentage of on-time deliveries than our competitors;

· centralize general and administrative functions to reduce expenses;

· consolidate systems applications among physical locations and regions;

· increase our investment in people, facilities, equipment and technology;

· integrate administrative and accounting functions; and

· reduce the geographic overlap between regions.

Our continued growth has allowed us to expand our existing facilities and open new facilities in an effort to achieve increasing operating efficiencies. We have made significant capital expenditures and incurred considerable expenses in connection with the opening and expansion of our facilities. At February 1, 2014 our distribution capacity totaled approximately 6.6 million square feet. In May 2013 we began operations at our new Albert's distribution facility in Logan, New Jersey, and in June 2013 we commenced operations at a new 540,000 square foot distribution center in Aurora, Colorado consolidating all existing Aurora operations, including an Albert's location and off-site storage, into one building. We have also commenced a multi-year expansion plan, which includes construction of a distribution center in Sturtevant, Wisconsin, from which we expect to begin operations in the spring of 2014, construction of a new distribution center in Montgomery, New York, from which we expect to begin operations in the summer of 2014, and two additional facilities planned for Gilroy, California and Prescott, Wisconsin.

Our net sales consist primarily of sales of natural, organic and specialty products to retailers, adjusted for customer volume discounts, returns and allowances. Net sales also consist of amounts charged by us to customers for shipping and handling and fuel surcharges. The principal components of our cost of sales include the amounts paid to manufacturers and growers for product sold, plus the cost of transportation necessary to bring the product to our distribution facilities, offset by any consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products. Cost of sales also includes amounts incurred by us at our manufacturing subsidiary, Woodstock Farms Manufacturing, for inbound transportation costs and depreciation for manufacturing equipment. Our gross margin may not be comparable to other similar companies within our industry that may include all costs related to their distribution network in their costs of sales rather than as operating expenses as we include purchasing and outbound transportation expenses within our operating expenses rather than in our cost of sales. Total operating expenses include salaries and wages, employee benefits (including payments under our Employee Stock Ownership Plan), warehousing and delivery, selling, occupancy, insurance, administrative, share-based

16

compensation, depreciation and amortization expense. Other expenses (income) include interest on our outstanding indebtedness, interest income, foreign exchange gains or losses and other miscellaneous income and expenses. During the six months ended January 26, 2013, other expense includes a pre-tax charge of $4.9 million in the first quarter related to an agreement to settle a multi-state unclaimed property audit.

Critical Accounting Policies

The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The SEC has defined critical accounting policies as those that are both most important to the portrayal of our financial condition and results of operations and require our most difficult, complex or subjective judgments or estimates. Based on this definition and as further described in our Annual Report on Form 10-K for the year ended August 3, 2013, we believe our critical accounting policies include the following: (i) determining our allowance for doubtful accounts, (ii) determining our reserves for the self-insured portions of our workers’ compensation and automobile liabilities and (iii) valuing goodwill and intangible assets. For all financial statement periods presented, there have been no material modifications to the application of these critical accounting policies or estimates since our most recently filed Annual Report on Form 10-K.

Results of Operations

The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of net sales:

	Three months ended					Six months ended
	February 1, 2014			January 26, 2013		February 1, 2014			January 26, 2013
Net sales	100.0	%		100.0	%	100.0	%		100.0	%
Cost of sales	83.7	%		83.3	%	83.4	%		83.3	%
Gross profit	16.3	%		16.7	%	16.6	%		16.7	%
Total operating expenses	13.3	%		14.0	%	13.6	%		14.1	%
Operating income	3.0	%		2.7	%	3.0	%		2.6	%
Other expense (income):
Interest expense	0.1	%		0.1	%	0.1	%		0.1	%
Interest income	—	%		—	%	—	%		—	%
Other, net	—	%		—	%	—	%		0.2	%
Total other expense, net	0.1	%		0.1	%	0.1	%		0.2	%	*
Income before income taxes	2.8	%	*	2.6	%	2.9	%		2.4	%
Provision for income taxes	1.1	%		1.0	%	1.1	%		0.9	%
Net income	1.7	%		1.6	%	1.7	%	*	1.5	%

___________________________________________________ 

* Total reflects rounding

Three Months Ended February 1, 2014 Compared To Three Months Ended January 26, 2013

Net Sales

Our net sales for the three months ended February 1, 2014increased approximately 13.9%, or $200.3 million, to $1.6 billion from $1.4 billion for the three months ended January 26, 2013. This increase was primarily due to organic growth (sales growth excluding the impact of acquisitions) in our wholesale division from all of our channels. Our organic growth is due to the continued growth of the natural and organic products industry in general, increased market share as a result of our focus on service and value added services and broader selection of products, including specialty foods. In addition to net sales growth attributable to our organic growth, we also benefited from the inclusion of $18.7 million in incremental net sales during the three months ended February 1, 2014 related to our acquisition of Trudeau Foods, primarily in the conventional supermarket channel. Net sales for the quarter ended February 1, 2014 also benefited from food price inflation of approximately 1.9% compared to price levels in the second quarter of the prior fiscal year.

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Our net sales by customer type for the three months ended February 1, 2014 and January 26, 2013 were as follows (in millions):

	Net Sales for the Three Months Ended
Customer Type	February 1, 2014		% of Net Sales		January 26, 2013		% of Net Sales
Independently owned natural products retailers	$	527	32	%	$	473	33	%
Supernatural chains	606		37	%	538		37	%
Conventional supermarkets	424		26	%	368		25	%
Other	89		5	%	67		5	%
Total	$	1,646	100	%	$	1,446	100	%

Net sales to our independent retailer channel increased by approximately $54 million, or 11%, during the three months ended February 1, 2014 compared to the three months ended January 26, 2013. While net sales in this channel have increased, they have grown at a slower rate than net sales in our supernatural and conventional supermarket channels, and therefore, represent a lower percentage of our total net sales in the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013.

Whole Foods Market is our only supernatural chain customer, and net sales to Whole Foods Market for the three months ended February 1, 2014increased by approximately $68 million, or 13%, as compared to the three months ended January 26, 2013, and accounted for approximately 37% of our total net sales in each of the three months ended February 1, 2014 and January 26, 2013. The increase in net sales to Whole Foods Market is primarily due to increases in same-store sales, as well as new store openings.

Net sales to conventional supermarkets for the three months ended February 1, 2014increased by approximately $56 million, or 15%, from the three months ended January 26, 2013, and represented approximately 26% and 25% of our total net sales in the three months ended February 1, 2014 and January 26, 2013, respectively. The increase in net sales to conventional supermarkets is due to continued success in our strategy of seeking to be the sole supplier of natural, organic and specialty products to our conventional supermarket customers, as well as our acquisition of Trudeau Foods.

Other net sales, which include sales to foodservice customers and sales from the United States to other countries, as well as sales through our retail division, manufacturing division, and our branded product lines, increased by approximately $22 million, or 33%, during the three months ended February 1, 2014 compared to the three months ended January 26, 2013, and accounted for approximately 5% of our total net sales in each of the three months ended February 1, 2014 and January 26, 2013. This growth is attributable to expanded sales with our existing foodservice partners and strong sales from our manufacturing division.

As we continue to aggressively pursue new customers and expand relationships with existing customers, we expect net sales for the remainder of fiscal 2014 to grow over net sales for the comparable periods of fiscal 2013. We believe that the integration of our specialty business into our national platform has allowed us to attract customers that we would not have been able to attract without that business and will continue to allow us to pursue a broader array of customers as many customers seek a single source for their natural, organic and specialty products. We believe that our projected net sales growth will come from both sales to new customers and an increase in the number of products that we sell to existing customers. We expect that most of this net sales growth will occur in our lower gross margin supernatural and conventional supermarket channels. Although sales to these customers typically generate lower gross margins than sales to customers within our independent retailer channel, they also typically carry a lower average cost to serve than sales to our independent customers.

Cost of Sales and Gross Profit

Our gross profit increased approximately 11.0%, or $26.5 million, to $268.2 million for the three months ended February 1, 2014, from $241.7 million for the three months ended January 26, 2013. Our gross profit as a percentage of net sales was 16.3% for the three months ended February 1, 2014 compared to 16.7% for the three months ended January 26, 2013. The decline in gross profit as a percentage of net sales between the second quarter of fiscal 2014 and the comparable period in fiscal 2013 is primarily due to reduced promotional activity, the continued shift in sales growth towards supernatural, national supermarket and multi-unit independent customers, increased inbound freight costs and product spoilage due to inclement weather experienced during the quarter, and foreign exchange challenges for our Canadian business.

Our gross profits are generally higher on net sales to independently owned retailers and lower on net sales in the supernatural and conventional supermarket channels. For the three months ended February 1, 2014, approximately 62%, or $124 million, of our $200 million total net sales growth was from increased net sales in the supernatural and conventional supermarket channels.

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As a result, approximately 63% of our total net sales in the three months ended February 1, 2014 were to the supernatural and conventional supermarket channels compared to approximately 62% in the three months ended January 26, 2013.

We anticipate net sales growth in the supernatural and conventional supermarket channels will continue to outpace growth in the independent retailer and other channels. We expect that our distribution relationship with Whole Foods Market and our opportunities in the conventional supermarket channel will continue to generate lower gross profit percentages than our historical rates. We will seek to fully offset these reductions in gross profit percentages by reducing our operating expenses as a percent of net sales primarily through improved efficiencies in our supply chain and improvements to our information technology infrastructure, including our ongoing national warehouse management and procurement system upgrade.

Operating Expenses

Our total operating expenses increased approximately 8.2%, or $16.6 million, to $219.3 million for the three months ended February 1, 2014, from $202.7 million for the three months ended January 26, 2013. The increase in total operating expenses for the three months ended February 1, 2014 was primarily due to higher sales volume. During the three months ended January 26, 2013 we recorded $3.6 million in labor action related costs at our Auburn, Washington facility. The labor action was resolved in February 2013.

Total operating expenses for the three months ended February 1, 2014 included share-based compensation expense of $4.0 million, compared to $3.2 million in the three months ended January 26, 2013. Share-based compensation expense was higher during the three months ended February 1, 2014 primarily due to increases in the grant date fair value of awards in recent years as our stock price has appreciated as well as an increase in performance-based compensation expense related to our long-term incentive plan for members of our executive leadership team.

As a percentage of net sales, total operating expenses decreased to approximately 13.3% for the three months ended February 1, 2014, from approximately 14.0% for the three months ended January 26, 2013. The decrease in total operating expenses as a percentage of net sales was primarily attributable to the growth in the supernatural and conventional supermarket channels which in general have lower operating expenses and higher fixed cost coverage due to higher sales as well as the lapping of the labor action costs in the second quarter of fiscal 2013 noted above. We expect that we will be able to continue to reduce our operating expenses as a percentage of net sales as we continue the roll-out of our national warehouse management and procurement system upgrade. We first launched this system upgrade at our Lancaster, Texas facility in September 2010, and we converted our Ridgefield, Washington facility in July 2012. We expect to complete the roll-out to all existing facilities by the end of fiscal 2017.

Operating Income

Operating income increased approximately 25.3%, or $9.9 million, to $48.8 million for the three months ended February 1, 2014, from $39.0 million for the three months ended January 26, 2013. As a percentage of net sales, operating income was 3.0% for the three months ended February 1, 2014 compared to 2.7% for the three months ended January 26, 2013. The increase in operating income and operating income as a percentage of net sales is primarily attributable to the net sales growth and operating expense controls discussed above.

Other Expense (Income)

Other expense (income) increased$0.9 million to $2.3 million for the three months ended February 1, 2014, from $1.4 million for the three months ended January 26, 2013. Interest expense for the three months ended February 1, 2014 was $1.8 million compared to $1.4 million for the three months ended January 26, 2013. The increase in interest expense is primarily due to $0.6 million of interest expense related to the Aurora, Colorado facility which is accounted for under the financing method due to our meeting the criteria for continuing involvement in this sale-leaseback transaction. Interest income was $0.1 million for the three months ended February 1, 2014 compared to $0.2 million for the three months ended January 26, 2013. Other, net for the three months ended February 1, 2014 included foreign exchange losses of $0.3 million due to the declining value of the Canadian dollar on our Canadian business.

Provision for Income Taxes

Our effective income tax rate was 40.0% and 39.8% for the three months ended February 1, 2014 and January 26, 2013, respectively. The increase in the effective income tax rate for the second quarter of fiscal 2014 is primarily due to an investment tax credit that was claimed by the Company in fiscal 2013. The Company did not have qualifying expenses for this credit during the six months ended February 1, 2014.

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Net Income

Reflecting the factors described in more detail above, net income increased $5.3 million to $28.0 million, or $0.56 per diluted share, for the three months ended February 1, 2014, compared to $22.6 million, or $0.46 per diluted share, for the three months ended January 26, 2013.

Six Months EndedFebruary 1, 2014 Compared To Six Months EndedJanuary 26, 2013

Net Sales

Our net sales increased approximately 13.7%, or $392.3 million, to $3.2 billion for the six months ended February 1, 2014, from $2.9 billion for the six months ended January 26, 2013. This increase was primarily due to the same factors that contributed to our net sales growth for the quarter ended February 1, 2014, including growth in our wholesale segment of $384.7 million. Our net sales growth is due to the continued growth of the natural products industry in general, increased market share as a result of our focus on service and value added services, and the inclusion of a broader selection of products, including specialty food products, in our distribution centers. In addition, we benefited from the inclusion of $26.3 million in net sales for the six months ended February 1, 2014 resulting from our acquisition of Trudeau Foods in the first quarter of fiscal 2014. Net sales also benefited from food price inflation of approximately 2.0% that we experienced in the six months ended February 1, 2014 compared to price levels in the prior year comparable period.

Our net sales by customer type for the six months ended February 1, 2014 and January 26, 2013 were as follows (in millions):

	Net Sales for the Six Months Ended
Customer Type	February 1, 2014		% of Net Sales		January 26, 2013		% of Net Sales
Independently owned natural products retailers	$	1,055	32	%	$	957	34	%
Supernatural chains	1,177		36	%	1,045		37	%
Conventional supermarkets	835		26	%	713		25	%
Other	181		6	%	141		4	%	*
Total	$	3,248	100	%	$	2,856	100	%

*Total reflects rounding

Net sales to our independent retailer channel increased by approximately $98 million, or 10% during the six months ended February 1, 2014 compared to the six months ended January 26, 2013. While net sales in this channel have increased, they have grown at a slower rate than net sales in our supernatural and conventional supermarket channels, and therefore represent a lower percentage of our total net sales.

Net sales to the supernatural chain channel for the six months ended February 1, 2014increased by approximately $132 million, or 13%, as compared to the prior fiscal year's comparable period, and accounted for approximately 36% of our total net sales for the six months ended February 1, 2014 compared to 37% for the six months ended January 26, 2013. The increase in net sales to Whole Foods Market is due to increases in same-store sales, as well as new store openings.

Net sales to conventional supermarkets for the six months ended February 1, 2014increased by approximately $122 million, or 17%, from the six months ended January 26, 2013, and represented approximately 26% of total net sales in the six months ended February 1, 2014 compared to 25% in the six months ended January 26, 2013. The increase in net sales to conventional supermarkets is primarily due to continued success in our strategy of seeking to be the sole supplier of natural, organic and specialty products to our conventional supermarket customers coupled with the inclusion of Trudeau Foods net sales as a result of our acquisition in the first quarter of fiscal 2014.

Other net sales, which include sales to foodservice and international customers, as well as sales through our retail division, manufacturing division, and the Company's branded product lines, increased by approximately $40 million, or 28% during the six months ended February 1, 2014and accounted for approximately6%of total net sales for thesix months ended February 1, 2014 compared to 4% for the six months ended January 26, 2013. This growth is attributable to expanded sales with our existing foodservice partners, and strong sales from our Earth Origins Market retail division.

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Cost of Sales and Gross Profit

Our gross profit increased approximately 12.9%, or $61.7 million, to $539.3 million for the six months ended February 1, 2014, from $477.6 million for the six months ended January 26, 2013. Our gross profit as a percentage of net sales was 16.6% for the six months ended February 1, 2014, compared to 16.7% for the six months ended January 26, 2013. The decline in gross profit as a percentage of net sales during the first half of fiscal 2014 is due to the continued change in the mix of net sales by channel, a reduced number of promotional opportunities and an increase in weather related inbound freight costs and product spoilage incurred during the second fiscal quarter which were partially offset by the improved execution in the first quarter of our inbound logistics and procurement teams.

Our gross profits are generally higher on net sales to independently owned retailers and lower on net sales in our conventional supermarket and supernatural channels. For the six months ended February 1, 2014 approximately $254 million of our $392 million total net sales growth was from increased net sales in the conventional supermarket and supernatural channels.Approximately 62% of our total net sales in the six months ended February 1, 2014 and January 26, 2013 were to the conventional supermarket and supernatural channels.

Operating Expenses

Our total operating expenses increased approximately 10.0%, or $40.4 million, to $442.5 million for the six months ended February 1, 2014, from $402.1 million for the six months ended January 26, 2013. The increase in total operating expenses for the six months ended February 1, 2014 was primarily due to higher sales volume. As a percentage of net sales, total operating expenses decreased to approximately 13.6% for the six months ended February 1, 2014, from approximately 14.1% for the six months ended January 26, 2013. Total operating expenses for the six months ended January 26, 2013 were negatively impacted by an impairment charge of $1.6 million related to the termination of a licensing agreement and write-off of the associated intangible asset and approximately $4.6 million in labor action related costs at our Auburn, Washington facility.

Total operating expenses for the six months ended February 1, 2014 include share-based compensation expense of $9.5 million, compared to $7.9 million in the six months ended January 26, 2013. Share-based compensation expense was higher during the six months ended February 1, 2014 primarily due to increases in the grant date fair value of awards as our stock price has appreciated over the prior year coupled with an increase in performance-based compensation expense related to our long-term incentive plan as results have been in line with targeted performance measures.

Operating Income

Operating income increased approximately 28.2%, or $21.3 million, to $96.9 million for the six months ended February 1, 2014, from $75.5 million for the six months ended January 26, 2013. As a percentage of net sales, operating income was 3.0% for the six months ended February 1, 2014 as compared to 2.6% for the six months ended January 26, 2013.

We anticipate net sales growth in our conventional supermarket and supernatural channels will continue to outpace growth in the independent and other channels. We expect that our expansion with Whole Foods Market and our opportunities in the conventional supermarket channel will continue to generate lower gross profit percentages than our historical rates. We will seek to fully offset these reductions in gross profit percentages by reducing our operating expenses as a percent of net sales primarily through improved efficiencies in our supply chain and improvements to our Information Technology infrastructure.

Other Expense (Income)

Other expense was $4.0 million and $7.0 million for the six months ended February 1, 2014 and January 26, 2013, respectively. Interest expense was $3.6 million and $2.4 million for the six months ended February 1, 2014 and January 26, 2013, respectively. The increase in interest expense is primarily due to $1.2 million of interest expense related to the Aurora, Colorado facility which is accounted for under the financing method due to our meeting the criteria for continuing involvement in this sale-leaseback transaction. Interest income was $0.2 million in the six months ended February 1, 2014 compared to $0.3 million in the six months ended January 26, 2013. Other expense in the six months ended January 26, 2013 includes $4.9 million recorded in connection with an agreement to settle a multi-state unclaimed property audit. Other, net for the six months ended February 1, 2014 included foreign exchange losses of approximately $0.7 million due to the declining value of the Canadian dollar on our Canadian business.

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Provision for Income Taxes

Our effective income tax rate was 40.0% and 35.6% for the six months ended February 1, 2014 and January 26, 2013, respectively. The increase in the effective income tax rate for the six months ended February 1, 2014 was primarily driven by a favorable discrete item of approximately $2.7 million recorded during the first quarter of fiscal 2013 related to the net reversal of uncertain tax positions. Fiscal 2013 also included a benefit for a solar tax credit for which the Company did not have qualifying expenses to claim in fiscal 2014. Absent these discrete tax items, the annual effective tax rate as of the six months ended January 26, 2013 would have been 39.8%.

Net Income

Reflecting the factors described in more detail above, net income increased approximately $11.6 million to $55.7 million, or $1.12 per diluted share, for the six months ended February 1, 2014, compared to $44.2 million, or $0.89 per diluted share, for the six months ended January 26, 2013.

Liquidity and Capital Resources

We finance our day to day operations and growth primarily with cash flows from operations, borrowings under our amended and restated revolving credit facility, operating leases, trade payables and bank indebtedness. In addition, from time to time, we may issue equity and debt securities to finance our operations and acquisitions. We believe that our cash on hand and available credit through our amended and restated revolving credit facility as discussed below is sufficient to finance our operations and planned capital expenditures over the next 12 months. The condensed consolidated statement of cash flows present proceeds and borrowings related to the Company's revolving credit facility on a gross basis.  We expect to generate between $50 million to $100 million in cash flow from operations in each of fiscal 2014 and fiscal 2015. We intend to continue to utilize this cash generated from operations to fund acquisitions, fund investment in working capital and capital expenditure needs, and reduce our debt levels. We intend to manage capital expenditures in the range of approximately 2.2 to 2.4% of net sales for fiscal 2014, reflecting an increase over levels experienced in fiscal 2013 as we construct new distribution centers in New York and Wisconsin. Upon completion of construction, we expect to finance these requirements with cash generated from operations and borrowings under our amended and restated revolving credit facility, or we may elect to mortgage these properties or engage in a sale leaseback of these two facilities. Our planned capital projects will provide both new and expanded facilities as well as technology that we believe will provide us with increased efficiency and the capacity to continue to support the growth of our customer base. Future investments and acquisitions may be financed through equity, long-term debt negotiated at the time of the potential acquisition or borrowings under our amended and restated revolving credit facility.

The Company has not recorded a tax provision for U.S. tax purposes on UNFI Canada profits as they have no assessable profits arising in or derived from the United States and we intend to indefinitely reinvest accumulated earnings in the UNFI Canada operations for the foreseeable future.

In May 2012, we amended and restated our revolving credit facility, pursuant to which we now have a $500 million amended and restated revolving credit facility which matures on May 24, 2017, of which up to $450.0 million is available to the Company’s U.S. subsidiaries and up to $50.0 million is available to UNFI Canada. This amended and restated revolving credit facility also provides a one-time option, subject to approval by the lenders under the amended and restated revolving credit facility, to increase the borrowing base by up to an additional $100 million. The borrowings of the U.S. portion of the amended and restated revolving credit facility accrue interest, at our option, at either (i) a base rate (generally defined as the highest of (x) the Bank of America Business Capital prime rate, (y) the average overnight federal funds effective rate plus one-half percent (0.50%) per annum and (z) one-month LIBOR plus one percent (1%) per annum plus an initial margin of 0.50%), or (ii) LIBOR for one, two, three or six months or, if approved by all affected lenders, nine months plus an initial margin of 1.50%. The borrowings on the Canadian portion of the amended and restated revolving credit facility for Canadian swing-line loans, Canadian overadvance loans or Canadian protective advances accrue interest, at our option, at either (i) a prime rate (generally defined as the highest of (x) 0.50% over 30-day Reuters Canadian Deposit Offering Rate for bankers’ acceptances, (y) the prime rate of Bank of America, N.A.’s Canada branch, and (z) a bankers’ acceptance equivalent rate for a one month interest period plus 1.00% plus an initial margin of 0.50%), or (ii) the CDOR rate, and an initial margin of 1.50%. All other borrowings on the Canadian portion of the amended and restated revolving credit facility must exclusively accrue interest under the CDOR rate plus the applicable margin. The amended and restated revolving credit facility supports our working capital requirements in the ordinary course of business and provides capital to grow our business organically or through acquisitions. Our borrowing base is determined as the lesser of (1) $500 million or (2) the fixed percentages of our previous fiscal month-end eligible accounts receivable and inventory levels. As of February 1, 2014, our borrowing base, which was calculated based on our eligible accounts receivable and inventory levels, was $482.8 million. As of February 1, 2014, we had $240.2 million of borrowings outstanding under our amended and restated revolving credit facility and $36.6 million in letter of credit commitments and reserves which reduced our available borrowing capacity under our amended and restated revolving credit

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facility on a dollar for dollar basis. The increase in borrowings when compared to the end of the fourth quarter of fiscal 2013 reflects increased buying ahead of the holiday season, the capital expenditures associated with the two new distribution centers currently under construction and borrowings used to finance our acquisition of Trudeau Foods. Our resulting remaining availability was $206.0 million as of February 1, 2014. The amended and restated revolving credit facility subjects us to a springing minimum fixed charge coverage ratio (as defined in the underlying credit agreement) of 1.0 to 1.0 calculated at the end of each of our fiscal quarters on a rolling four quarter basis when aggregate availability (as defined in the underlying credit agreement) is less than the greater of (i) $35.0 million and (ii) 10% of the aggregate borrowing base. We were not subject to the fixed charge coverage ratio covenant during the three months ended February 1, 2014.

Net cash used in operations was $35.8 million for the six months ended February 1, 2014, a decrease of $12.8 million from the $48.6 millionused in operations for the six months ended January 26, 2013. The primary reasons for the net cash used in operations for the six months ended February 1, 2014 were an increase in inventories of $60.1 million and an increase in accounts receivable of $67.0 million due to sales growth during the year, partially offset by an increase in accounts payable of $19.0 million and net income of $55.7 million. The primary reasons for the net cash used in operations for the six months ended January 26, 2013 were an increase in inventories of $94.6 million and an increase in accounts receivable of $51.1 million due to our sales growth during the year, partially offset by an increase in accounts payable of $32.1 million and net income of $44.2 million. Days in inventory increased slightly to 53 days at February 1, 2014, compared to 52 days at August 3, 2013, reflecting increased buying for the holiday season and due to efforts to stabilize service levels. Days sales outstanding increased slightly to 23 days at February 1, 2014 compared to 21 days at August 3, 2013. Working capital increased by $100.8 million, or 14.1%, to $817.8 million at February 1, 2014, compared to working capital of $717.0 million at August 3, 2013.

Net cash used in investing activities increased$72.3 million to $99.2 million for the six months ended February 1, 2014, compared to $27.0 million for the six months ended January 26, 2013. The increase from the six months ended January 26, 2013 was primarily due to an increase in capital spending associated with the construction of new distribution centers in Montgomery, New York and Sturtevant, Wisconsin, coupled with our acquisition of Trudeau Foods during the first quarter of fiscal 2014.

Net cash provided by financing activities was $138.6 million for the six months ended February 1, 2014. As noted above, we present proceeds and borrowings related to the Company's revolving credit facility on a gross basis.  The net cash provided by financing activities was primarily due to gross borrowings under our revolving credit line of $347.5 million, partially offset by repayments of our revolving credit line of $237.3 million, as well as increases in bank overdrafts of $28.4 million. Net cash provided by financing activities was $67.3 million for the six months ended January 26, 2013, primarily due to gross borrowings under our revolving credit line of $361.9 million, partially offset by repayments of our revolving credit line of $302.8 million, as well as increases in bank overdrafts of $10.5 million.

From time-to-time we enter into fixed price fuel supply agreements. As of February 1, 2014, we had entered into agreements which require us to purchase a total of approximately 8.5 million gallons of diesel fuel at prices ranging from $3.17 to $4.00 per gallon through December 2014. As of January 26, 2013, we had entered into agreements which required us to purchase a total of approximately 4.3 million gallons of diesel fuel at prices ranging from $3.33 to $3.91 per gallon through July 2013. All of these fixed price fuel agreements qualify and are accounted for using the “normal purchase” exception under ASC 815, Derivatives and Hedging, as physical deliveries will occur rather than net settlements, and therefore the fuel purchases under these contracts have been and will be expensed as incurred and included within operating expenses.

Contractual Obligations

There have been no material changes to our contractual obligations and commercial commitments during the three months ended February 1, 2014 from those disclosed in our Annual Report on Form 10-K for the year ended August 3, 2013.

Seasonality

While we have historically seen an increase in our inventory during the first quarter of our fiscal year, generally, we do not experience any material seasonality. However, our sales and operating results may vary significantly from quarter to quarter due to factors such as changes in our operating expenses, management’s ability to execute our operating and growth strategies, personnel changes, demand for natural products, supply shortages and general economic conditions.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk results primarily from fluctuations in interest rates on our borrowings and price increases in diesel fuel. From time to time we have used fixed price purchase contracts to lock the pricing on a portion of our expected diesel fuel usage. There have been no material changes to our exposure to market risks from those disclosed in our Annual Report on Form 10-K for the year ended August 3, 2013.

Item 4. Controls and Procedures

(a)Evaluation of disclosure controls and procedures.    We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report on Form 10-Q (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.

(b)Changes in internal controls.    There has been no change in our internal control over financial reporting that occurred during the second quarter of fiscal 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are involved in routine litigation that arises in the ordinary course of our business.  In the opinion of management, the outcome of pending litigation is not expected to have a material adverse effect on our results of operations or financial condition.

Item 1A. Risk Factors

There have been no material changes to our risk factors contained in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended August 3, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6.  Exhibits

Exhibit Index

Exhibit No.	Description
3.1*	Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only)
3.2*	Bylaws of the Registrant, as amended (restated for SEC filing purposes only)
31.1*	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended February 1, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.

______________________________________________

* Filed herewith.

*                 *                 *

We would be pleased to furnish a copy of this Form 10-Q to any stockholder who requests it by writing to:

United Natural Foods, Inc.

Investor Relations

313 Iron Horse Way

Providence, RI 02908

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITED NATURAL FOODS, INC.

/s/ Mark E. Shamber

Mark E. Shamber

Chief Financial Officer

(Principal Financial and Accounting Officer)

Dated:  March 12, 2014

26

EX-3.1

EXHIBIT 3.1

[Restated electronically for

SEC filing purposes only]

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

UNITED NATURAL FOODS, INC.

(As Amended)

FIRST. The name of the Corporation is:

United Natural Foods, Inc.

SECOND. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is as follows:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) One Hundred Million (100,000,000) shares of Common Stock, $.01 par value per share (“Common Stock”), and (ii) Five Million (5,000,000) shares of Preferred Stock, $.01 par value per share (“Preferred Stock”), which may be issued from time to time in one or more series as set forth in Part B of this Article FOURTH.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK

1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.

2. Voting. The holders of the Common Stock are entitled to one vote for each share held at all meetings of stockholders. There shall be no cumulative voting.

The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.

3. Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock.

4. Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential rights of any then outstanding Preferred Stock.

B. PREFERRED STOCK

Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by

the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided.

Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Except as otherwise specifically provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of the Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

FIFTH. The Corporation shall have a perpetual existence.

SIXTH. In furtherance of and not in limitation of powers conferred by statute, it is further provided that the Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

SEVENTH. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any promise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

NINTH. 1. Action, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees) judgment, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section 7 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Article, the Corporation shall not

indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

2. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys' fees) which the Court of Chancery of Delaware shall deem proper.

3. Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

4. Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

5. Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any reasonable expenses (including reasonable attorneys' fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.

6. Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), even though less than a quorum, (b) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (c) independent legal counsel (who may be regular legal counsel to the Corporation), or (d) a court of competent jurisdiction.

7. Remedies. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 6. Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee's reasonable expenses (including reasonable attorneys' fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

8. Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

9. Other Rights. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

10. Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys' fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal, therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys' fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

11. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation law of Delaware.

12. Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or

facts occurring prior to the date of such merger or consolidation.

13. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys' fees) judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

14. Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

15. Subsequent Legislation. If the General Corporation Law of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.

TENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH. This Article is inserted for the management of the business and for the conduct of the affairs of the Corporation.

1. Number of Directors. The number of directors of the Corporation shall not be less than three. The exact number of directors within the limitations specified in the preceding sentence shall be fixed from time to time by, or in the manner provided in, the Corporation's By-Laws.

2. Classes of Directors. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected. Notwithstanding the foregoing, (i) at the annual meeting of stockholders held in 2013, the directors whose terms expired at that meeting shall be elected to hold office for a one-year term expiring at the annual meeting of stockholders held in 2014; (ii) at the annual meeting of stockholders held in 2014, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the annual meeting of stockholders held in 2015; and (iii) at the annual meeting of stockholders held in 2015 and each annual meeting of stockholders thereafter, all directors shall be elected for a one-year term expiring at the next annual meeting of stockholders. Effective as of the annual meeting of stockholders held in 2015, the Board of Directors will no longer be classified under Section 141(d) of the DGCL and directors shall no longer be divided into three classes. Prior to the annual meeting of stockholders held in 2015, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal in number as possible.

3. Election of Directors. Elections of directors need not be by written ballot except as and to the extent provided in the By-Laws of the Corporation.

4. Term of Office. Each director shall hold office until the annual meeting of stockholders for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

5. Quorum; Action at Meeting. A majority of the directors at any time in office shall constitute a quorum for the transaction of business. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each director so disqualified, provided that in no case shall less than one-third of the number of directors fixed pursuant to Section 1 above constitute a quorum. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of those present may adjourn the meeting from time to time. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law, by the By-Laws of the Corporation or by this Amended and Restated Certificate of Incorporation.

6. Removal. Any director serving in a class of directors elected for a term expiring at the third annual meeting of stockholders following the election of such class shall be removable only for cause, and all other directors shall be removable either with or without cause. The removal of any director, whether with or without cause, shall require the affirmative vote of the holders of at least two-thirds of the shares of the capital stock of the Corporation issued and outstanding and entitled to

vote.

7. Vacancies. Any vacancy on the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the board, shall be filled only by a vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Until the annual meeting of stockholders held in 2015, (i) any director of any class elected to fill a vacancy on the Board of Directors resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class, and (ii) any director elected to fill a vacancy on the Board of Directors not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. Following the annual meeting of stockholders held in 2015, any director elected to fill a vacancy on the Board of Directors, whether such vacancy is the result of an increase in the number of directors or the result of a director’s death, resignation, retirement, disqualification or removal, shall hold office until the next annual meeting of stockholders to occur following such director’s election to the Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

8. Stockholder Nominations and Introduction of Business, Etc. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the By-Laws of the Corporation.

9. Rights of Preferred Stock. Notwithstanding the provisions of this Article ELEVENTH, whenever the holders of one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately or together by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies, and other features of such directorship shall be governed by the rights of such Preferred Stock as set forth in the certificate of designations governing such series or resolutions of the Board of Directors applicable thereto.

10. Amendments to Article. Notwithstanding any other provisions of law, this Amended and Restated Certificate of Incorporation or the By-Laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article ELEVENTH.

TWELFTH. Stockholders of the Corporation may not take any action by written consent in lieu of a meeting. Notwithstanding any other provisions of law, this Amended and Restated Certificate of Incorporation or the By-Laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TWELFTH.

THIRTEENTH. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or if there is no Chief Executive Officer, the President) or the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provisions of law, this Amended and Restated Certificate of Incorporation or the By-Laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article THIRTEENTH.

EX-3.2

EXHIBIT 3.2

[Restated electronically for

SEC filing purposes only]

AMENDED AND RESTATED BYLAWS OF

UNITED NATURAL FOODS, INC.

(As Amended)

ARTICLE I

STOCKHOLDERS

SECTION 1.1. Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or, if not so designated, at the registered office of the corporation. The board of directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held either solely by means of remote communication or concurrently with a meeting held at a designated place in a manner consistent with the General Corporation Law of the State of Delaware.

SECTION 1.2. Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held within six months after the end of each fiscal year of the corporation on a date to be fixed by the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) (which date shall not be a legal holiday) at the time and place (if any) to be fixed by the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) and stated in the notice of the meeting. If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these Bylaws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

SECTION 1.3. Special Meetings. Special meetings of stockholders may be called at any time by the Chair of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

SECTION 1.4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware) by the stockholder to whom the notice is given. The notices of all meetings shall state the place (if any), date and hour of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware.

SECTION 1.5. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting

during the whole time of the meeting, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole of the meeting on a reasonable accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

SECTION 1.6. Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business.

SECTION 1.7. Adjournments. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place (if any) of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

SECTION 1.8. Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws. Each stockholder of record entitled to vote at a meeting of stockholders may vote in person (including by means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, if authorized by the Board of Directors) or may authorize another person or persons to vote or act for such stockholder by written proxy executed or transmitted in a manner permitted by the General Corporation Law of the State of Delaware by the stockholder or such stockholder's authorized agent and delivered (including by electronic transmission) to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

SECTION 1.9. Action at Meeting. When a quorum is present at any meeting, the holders of a majority of the stock present or represented and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on a matter) shall decide any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by express provision of law, the Certificate of Incorporation or these Bylaws. Except as provided in Article II, Section 2.6 of these Bylaws, each director shall be elected by the vote of the majority of the votes cast with respect to that director at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section 1.9, a majority of the votes cast means that the number of shares voted "for" a director must exceed the number of votes cast against that director. If a nominee who already serves as a director is not elected, such director shall offer to tender his or her resignation to the Board. The Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

SECTION 1.10. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nomination for election to the Board of Directors of the corporation at a meeting of stockholders may be made by the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at such meeting who complies with the notice procedures set forth in this Section 1.10. Such nominations, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered or mailed by first class United States mail, postage prepaid, to the Secretary, and received not less than 60 days nor more than 90 days prior to such meeting; provided, however, that if less than 70 days' notice or prior public disclosure of the date of the meeting is given to stockholders, such nomination shall have been mailed or delivered to the Secretary not later than the close of business on the 10th day following the date on which the notice of the meeting was mailed or such public disclosure was made, whichever occurs first. Such notice shall set forth (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the corporation which are beneficially owned by each such nominee, and (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to be named as a nominee and to serve

as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporation's books, of such stockholder and (ii) the class and number of shares of the corporation which are beneficially owned by such stockholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. The chair of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if the chair should so determine, the chair shall so declare to the meeting and the defective nomination shall be disregarded.

SECTION 1.11. Notice of Business at Annual Meetings. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before an annual meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, if such business relates to the election of directors of the corporation, the procedures in Section 1.10 must be complied with. If such business relates to any other matter, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder's notice of the corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever occurs first. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 1.11 and except that any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Securities Exchange Act of 1934, as amended, and is to be included in the corporation's proxy statement for an annual meeting of stockholders shall be deemed to comply with the requirements of this Section 1.11. The chair of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1.11, and if the chair should so determine, the chair shall so declare to the meeting that any such business not properly brought before the meeting shall not be transacted.

SECTION 1.12. Action without Meeting. Stockholders may not take any action by written consent in lieu of a meeting.

SECTION 1.13. Organization. The Chair of the Board, or in the Chair's absence the Vice Chair of the Board designated by the Chair of the Board, or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President), in the order named, shall call meetings of the stockholders to order, and shall act as chair of such meeting; provided, however, that the Board of Directors may appoint any stockholder to act as chair of any meeting in the absence of the Chair of the Board. The Secretary of the corporation shall act as secretary at all meetings of the stockholders; but in the absence of the Secretary at any meeting of the stockholders, the presiding officer may appoint any person to act as secretary of the meeting.

ARTICLE II

DIRECTORS

SECTION 2.1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

SECTION 2.2. Number; Election and Qualification. The number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors, but in no event shall be less than three. The number of directors may be decreased at any time and from time to time by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the corporation.

SECTION 2.3. Classes of Directors. Classes of Directors. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected. Notwithstanding the foregoing, (i) at the annual meeting of stockholders held in 2013, the directors whose terms expired at that meeting shall be elected to hold office for a one-year term expiring at the annual meeting of stockholders held in 2014; (ii) at the annual meeting of stockholders held in 2014, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the annual meeting of stockholders held in 2015; and (iii) at the annual meeting of stockholders held in 2015 and each annual meeting of stockholders thereafter, all directors shall be elected for a one-year term expiring at the next annual meeting of stockholders. Effective as of the annual meeting of stockholders held in 2015, the Board of Directors will no longer be classified under Section 141(d) of the Delaware General Corporation Law and directors shall no longer be divided into three classes. Prior to the annual meeting of stockholders held in 2015, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal in number as possible.

SECTION 2.4. Terms of Office. Each director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

SECTION 2.5. Rights of Preferred Stock. Notwithstanding the provisions of this Article II, whenever the holders of one or more classes or series of Preferred Stock issued by the corporation shall have the right, voting separately or together by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies, and other features of such directorship shall be governed by the rights of such Preferred Stock as set forth in the certificate of designations governing such series or resolutions of the Board of Directors applicable thereto.

SECTION 2.6. Vacancies. Any vacancy on the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the board, shall be filled only by a vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Until the annual meeting of stockholders held in 2015, (i) any director of any class elected to fill a vacancy on the Board of Directors resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class, and (ii) any director elected to fill a vacancy on the Board of Directors not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. Following the annual meeting of stockholders held in 2015, any director elected to fill a vacancy on the Board of Directors, whether such vacancy is the result of an increase in the number of directors or the result of a director’s death, resignation, retirement, disqualification or removal, shall hold office until the next annual meeting of stockholders to occur following such director’s election to the Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

SECTION 2.7. Resignation. Any director may resign by delivering a written resignation to the corporation at its principal office or to the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

SECTION 2.8. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

SECTION 2.9. Special Meetings. Special meetings of the Board of Directors may be held at any time and place, within or without the State of Delaware, designated in a call by the Chair of the Board, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President), two or more directors, or by one director in the event that there is only a single director in office.

SECTION 2.10. Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy, or telex, or delivering written notice by hand, to such director's last known business or home address at least 24 hours in advance of the meeting, or (iii) by mailing written notice to such director's last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

SECTION 2.11. Meetings by Telephone Conference Calls. Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

SECTION 2.12. Quorum. A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the number so fixed constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

SECTION 2.13. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these Bylaws.

SECTION 2.14. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the Board or committee.

SECTION 2.15. Removal. Any director serving in a class of directors elected for a term expiring at the third annual meeting of stockholders following the election of such class shall be removable only for cause, and all other directors shall be removable either with or without cause. The removal of any director, whether with or without cause, shall require the affirmative vote of the holders of at least two-thirds of the shares of the capital stock of the corporation issued and outstanding and entitled to vote.

SECTION 2.16. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the General Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors.

SECTION 2.17. Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

ARTICLE III

OFFICERS

SECTION 3.1. Enumeration. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including a Chair of the Board, a Vice Chair of the Board, a Chief Executive Officer and one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

SECTION 3.2. Election. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

SECTION 3.3. Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

SECTION 3.4. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until such officer's successor is elected and qualified, unless a different term is specified in the vote choosing or appointing such officer, or until such officer's earlier death, resignation or removal.

SECTION 3.5. Resignation and Removal. Any officer may resign by delivering a written resignation to the corporation at its principal office or to the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer's resignation or removal, or any right to damages on account of such removal, whether such officer's compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation.

SECTION 3.6. Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of such officer's predecessor and until such officer's successor is elected and qualified, or until such officer's earlier death, resignation or removal.

SECTION 3.7. Chair of the Board and Vice Chair of the Board. The Board of Directors may appoint a Chair of the Board. If the Board of Directors appoints a Chair of the Board, the Chair shall perform such duties and possess such powers as are assigned to the Chair by the Board of Directors. If the Board of Directors appoints a Vice Chair of the Board, the Vice Chair shall, in the absence or disability of the Chair of the Board, perform the duties and exercise the powers of the Chair of the Board and shall perform such other duties and possess such other powers as may from time to time be vested in the Vice Chair by the Board of Directors.

SECTION 3.8. Chief Executive Officer and President. The Chief Executive Officer or, if there is no Chief Executive Officer, the President, shall, subject to the direction of the Board of Directors, have general charge and supervision of the business of the corporation. Unless the Board of Directors has designated the Chair of the Board or another officer as Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer and President shall perform such other duties and have such other powers that the Board of Directors may from time to time prescribe.

SECTION 3.9. Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the President may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer (or, if there is no Chief Executive Officer, the President), the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) and when so performing shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

SECTION 3.10. Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

SECTION 3.11. Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to the Treasurer by the Board of Directors or the Chief Executive Officer (or, if

there is no Chief Executive Officer, the President). In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation. The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.

SECTION 3.12. Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE IV

CAPITAL STOCK

SECTION 4.1. Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any unissued balance of the authorized capital stock of the corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

SECTION 4.2. Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by such stockholder in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chair or Vice Chair, if any, of the Board of Directors, or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile. Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

SECTION 4.3. Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these Bylaws.

SECTION 4.4. Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

SECTION 4.5. Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action to which such record date relates. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

NOTICES

SECTION 5.1. General; Electronic Transmission. Whenever, under the provisions of statute or of the certificate of incorporation of this corporation or these bylaws, notice is required to be given to any director or stockholder, it shall be construed to mean written notice by (a) personal delivery, by overnight courier, or by mail, addressed to such director or stockholder, at such stockholder's address as it appears on the records of this corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be delivered (in the case of personal delivery and overnight courier) or when the same shall be deposited in the United States mail (in the case of mail), or (b) by electronic transmission as set forth below. Notice to directors may also be given by telegram, telephone or electronic transmission.

Without limiting the manner by which notice otherwise may be given to the stockholders, any notice given by this corporation to the stockholders shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to this corporation. Any such consent shall be deemed revoked if (a) this corporation is unable to deliver by electronic transmission two consecutive notices given by this corporation in accordance with such consent and (b) such inability becomes known to the secretary, an assistant secretary, transfer agent or other person responsible for giving such notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission shall be deemed given (i) if by facsimile, when directed to a number at which the stockholder has consented to receive notice, (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (iii) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice, and (iv) if by any other form of electronic transmission, when directed to the stockholder.

SECTION 5.2. Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a waiver of such notice either in writing signed by the person entitled to such notice or such person's duly authorized attorney, or by telegraph, cable, electronic transmission or any other available method, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice.

ARTICLE VI

GENERAL PROVISIONS

SECTION 6.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 6.2. Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

SECTION 6.3. Voting of Securities. Except as the directors may otherwise designate, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation.

SECTION 6.4. Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

SECTION 6.5. Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

SECTION 6.6. Transactions with Interested Parties. No contract or transaction between the corporation and one or more of the directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his, her or their votes are counted for such purpose, if:

(a) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

SECTION 6.7. Severability. Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.

SECTION 6.8. Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE VII

AMENDMENT

SECTION 7.1. By the Board of Directors. These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

SECTION 7.2. By the Stockholders. Except as otherwise provided in Section 7.3, these Bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular or special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new bylaws shall have been stated in the notice of such regular or special meeting.

SECTION 7.3. Certain Provisions. Notwithstanding any other provision of law, the Certificate of Incorporation or these Bylaws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least sixty-seven percent (67%) of the shares of the capital stock of the corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with Section 1.3, Section 1.10, Section 1.11, Section 1.12, Section 1.13, Article II or Article VII of these Bylaws.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION

302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven L. Spinner, certify that:

1. I have reviewed this report on Form 10-Q of United Natural Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Steven L. Spinner

Steven L. Spinner

Chief Executive Officer

March 12, 2014

Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION

302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark E. Shamber, certify that:

1. I have reviewed this report on Form 10-Q of United Natural Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Mark E. Shamber

Mark E. Shamber

Chief Financial Officer

March 12, 2014

Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 

906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, in his capacity as the Chief Executive Officer of United Natural Foods, Inc., a Delaware corporation (the “Company”), hereby certifies that the Quarterly Report of the Company on Form 10-Q for the quarterly period ended February 1, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of the Company.

/s/ Steven L. Spinner

Steven L. Spinner

Chief Executive Officer

March 12, 2014

Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION

906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, in his capacity as the Chief Financial Officer of United Natural Foods, Inc., a Delaware corporation (the “Company”), hereby certifies that the Quarterly Report of the Company on Form 10-Q for the quarterly period ended February 1, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of the Company.

/s/ Mark E. Shamber

Mark E. Shamber

Chief Financial Officer

March 12, 2014

Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

BUSINESS SEGMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Feb. 01, 2014	Jan. 26, 2013	Feb. 01, 2014	Jan. 26, 2013	Aug. 03, 2013
Business segment information
Net sales	$ 1,646,041	$ 1,445,703	$ 3,248,052	$ 2,855,740
Operating income (loss)	48,845	38,980	96,871	75,546
Interest expense	1,782	1,373	3,636	2,351
Interest income	(125)	(168)	(245)	(341)
Other, net	602	201	621	4,982
Income before income taxes	46,586	37,574	92,859	68,554
Depreciation and amortization	(11,760)	(10,825)	(22,998)	(20,944)
Capital expenditures	(43,073)	(15,453)	(76,320)	(20,026)
Goodwill	(209,216)	(203,906)	(209,216)	(203,906)	(201,874)
Total assets	(1,950,981)	(1,680,106)	(1,950,981)	(1,680,106)	(1,729,908)
Wholesale
Business segment information
Net sales	1,625,934	1,431,047	3,210,177	2,825,461
Operating income (loss)	54,288	47,078	111,662	97,065
Interest expense	0	0	0	0
Interest income	0	0	0	0
Other, net	602	0	621	0
Depreciation and amortization	(11,335)	(10,398)	(21,906)	(19,943)
Capital expenditures	(42,891)	(15,305)	(76,003)	(19,112)
Goodwill	(191,485)	(186,374)	(191,485)	(186,374)
Total assets	(1,800,189)	(1,548,772)	(1,800,189)	(1,548,772)
Other
Business segment information
Net sales	44,760	37,441	93,730	82,763
Operating income (loss)	(6,584)	(8,899)	(14,545)	(20,496)
Interest expense	0	0	0	0
Interest income	0	0	0	0
Other, net	0	0	0	0
Depreciation and amortization	(425)	(427)	(1,092)	(1,001)
Capital expenditures	(182)	(148)	(317)	(914)
Goodwill	(17,731)	(17,532)	(17,731)	(17,532)
Total assets	(161,516)	(140,595)	(161,516)	(140,595)
Eliminations
Business segment information
Net sales	(24,653)	(22,785)	(55,855)	(52,484)
Operating income (loss)	1,141	801	(246)	(1,023)
Interest expense	0	0	0	0
Interest income	0	0	0	0
Other, net	0	0	0	0
Depreciation and amortization	0	0	0	0
Capital expenditures	0	0	0	0
Goodwill	0	0	0	0
Total assets	10,724	9,261	10,724	9,261
Unallocated
Business segment information
Net sales	0	0	0	0
Operating income (loss)	0	0	0	0
Interest expense	1,782	1,373	3,636	2,351
Interest income	125	168	245	341
Other, net	0	201	0	4,982
Depreciation and amortization	0	0	0	0
Capital expenditures	0	0	0	0
Goodwill	0	0	0	0
Total assets	$ 0	$ 0	$ 0	$ 0

XML

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Feb. 01, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). This update supersedes the presentation requirements for reclassifications out of accumulated other comprehensive income in ASU No. 2011-05, Presentation of Comprehensive Income, and ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2013-02 requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income by component and to present, either on the face of the financial statements or in a single note, any significant amount reclassified out of accumulated other comprehensive income in its entirety in the period, and the income statement line item affected by the reclassification. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02 is effective for annual reporting periods that begin after December 15, 2012 and was adopted by the Company in the first quarter of the fiscal year ending August 2, 2014. The adoption of ASU 2013-02 did not have an impact on the presentation of the Company's condensed consolidated financial statements.

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Feb. 01, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

(a)  Nature of Business

United Natural Foods, Inc. and subsidiaries (the “Company”) is a leading distributor and retailer of natural, organic and specialty products. The Company sells its products primarily throughout the United States and Canada.

(b)  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. In the Company’s opinion, these financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods, however, may not be indicative of the results that may be expected for a full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 3, 2013.

Net sales consist primarily of sales of natural, organic and specialty products to retailers, adjusted for customer volume discounts, returns and allowances. Net sales also include amounts charged by the Company to customers for shipping and handling, and fuel surcharges. The principal components of cost of sales include the amount paid to manufacturers and growers for product sold, plus the cost of transportation necessary to bring the product to the Company’s distribution facilities. Cost of sales also includes amounts incurred by the Company’s manufacturing subsidiary, United Natural Trading LLC, which does business as Woodstock Farms Manufacturing, for inbound transportation costs and depreciation for manufacturing equipment offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products. Operating expenses include salaries and wages, employee benefits (including payments under the Company’s Employee Stock Ownership Plan), warehousing and delivery, selling, occupancy, insurance, administrative, share-based compensation and amortization expense. Operating expenses also include depreciation expense related to the wholesale and retail divisions. Other expense (income) includes interest on outstanding indebtedness, interest income, foreign exchange gains or losses and other miscellaneous income and expenses.  The condensed consolidated statement of cash flows for the six months ended January 26, 2013 has been adjusted to properly reflect the change in the presentation of operating activities. The revision was not material to the Company's condensed consolidated financial statements as a whole. During the six months ended January 26, 2013, other expense also includes a pre-tax charge of $4.9 million related to an agreement reached during the first quarter of fiscal 2013 to settle a multi-state unclaimed property audit.

As noted above, the Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound freight are generally recorded in cost of sales, whereas shipping and handling costs for selecting, quality assurance, and outbound transportation are recorded in operating expenses. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $98.8 million and $88.5 million for the three months ended February 1, 2014 and January 26, 2013, respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $195.1 million and $174.8 million for the six months endedFebruary 1, 2014 and January 26, 2013, respectively.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Aug. 03, 2013
Current assets:
Cash and cash equivalents	$ 14,575	$ 11,111
Accounts receivable, net of allowance of $8,506 and $9,271, respectively	406,943	339,590
Inventories	764,694	702,161
Prepaid expenses and other current assets	56,851	38,534
Deferred income taxes	23,822	23,822
Total current assets	1,266,885	1,115,218
Property & equipment, net	394,147	338,594
Other assets:
Goodwill	209,216	201,874
Intangible assets, net of accumulated amortization of $15,869 and $14,214, respectively	56,372	49,540
Other assets	24,361	24,682
Total assets	1,950,981	1,729,908
Current liabilities:
Accounts payable	334,867	283,851
Accrued expenses and other current liabilities	113,058	113,397
Current portion of long-term debt	1,202	1,019
Total current liabilities	449,127	398,267
Notes payable	240,180	130,594
Long-term debt, excluding current portion	33,128	33,091
Deferred income taxes	41,474	41,474
Other long-term liabilities	27,878	27,336
Total liabilities	791,787	630,762
Commitments and contingencies	0	0
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding	0	0
Common stock, $0.01 par value, authorized 100,000 shares; 49,623 issued and outstanding shares at February 1, 2014; 49,330 issued and outstanding shares at August 3, 2013	496	493
Additional paid-in capital	390,056	380,109
Unallocated shares of Employee Stock Ownership Plan	(39)	(39)
Accumulated other comprehensive loss	(6,709)	(1,092)
Retained earnings	775,390	719,675
Total stockholders’ equity	1,159,194	1,099,146
Total liabilities and stockholders’ equity	$ 1,950,981	$ 1,729,908

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Additional Paid in Capital	Unallocated Shares of ESOP	Accumulated Other Comprehensive Loss	Retained Earnings
Beginning Balance at Aug. 03, 2013	$ 1,099,146	$ 493	$ 380,109	$ (39)	$ (1,092)	$ 719,675
Beginning Balance (shares) at Aug. 03, 2013	49,330	49,330
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises and restricted stock vestings, net of tax		293
Stock option exercises and restricted stock vestings, net of tax	(1,878)	3	(1,881)
Share-based compensation	9,507		9,507
Tax benefit associated with stock plans	2,321		2,321
Foreign currency translation adjustments	(5,617)				(5,617)
Net income	55,715					55,715
Ending Balance at Feb. 01, 2014	$ 1,159,194	$ 496	$ 390,056	$ (39)	$ (6,709)	$ 775,390
Ending Balance (shares) at Feb. 01, 2014	49,623	49,623

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RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS (Details) (USD $)	6 Months Ended		3 Months Ended	12 Months Ended
	Feb. 01, 2014	Jan. 26, 2013	Oct. 27, 2012 Blue Marble Brands division Licensing agreement	Jul. 28, 2007 Blue Marble Brands division Licensing agreement
Restructuring Activities and Assets Impairments
Fair value of intangible assets				$ 2,100,000
Amortization period				27 years
Impairment of intangible asset	$ 0	$ 1,629,000	$ 1,629,000

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Details) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Aug. 03, 2013
Fair Value Disclosures [Abstract]
Long term debt, including current portion, carrying value	$ 34,330	$ 34,110
Long term debt, including current portion, fair value	$ 36,469	$ 36,230

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Feb. 01, 2014	Jan. 26, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 55,715,000	$ 44,156,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	22,998,000	20,944,000
Share-based compensation	9,507,000	7,889,000
Loss (gain) on disposals of property and equipment	46,000	(20,000)
Excess tax benefits from share-based payment arrangements	(2,321,000)	(30,000)
Impairment of intangible asset	0	1,629,000
Provision for doubtful accounts	1,601,000	1,497,000
Non-cash interest expense	1,050,000	0
Changes in assets and liabilities, net of acquired businesses:
Accounts receivable	(66,988,000)	(51,057,000)
Inventories	(60,139,000)	(94,621,000)
Prepaid expenses and other assets	(15,953,000)	(11,762,000)
Accounts payable	19,022,000	32,140,000
Accrued expenses and other liabilities	(363,000)	651,000
Net cash used in operating activities	(35,825,000)	(48,584,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(76,320,000)	(20,026,000)
Purchases of acquired businesses, net of cash acquired	(23,005,000)	(9,266,000)
Proceeds from disposals of property and equipment	102,000	2,342,000
Net cash used in investing activities	(99,223,000)	(26,950,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt	(396,000)	(400,000)
Proceeds from borrowings under revolving credit line	347,474,000	361,906,000
Repayments of borrowings under revolving credit line	(237,284,000)	(302,808,000)
Increase in bank overdraft	28,378,000	10,504,000
Proceeds from exercise of stock options	1,692,000	1,455,000
Payment of employee restricted stock tax withholdings	(3,570,000)	(3,335,000)
Excess tax benefits from share-based payment arrangements	2,321,000	30,000
Capitalized debt issuance costs	0	(12,000)
Net cash provided by financing activities	138,615,000	67,340,000
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(103,000)	157,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	3,464,000	(8,037,000)
Cash and cash equivalents at beginning of period	11,111,000	16,122,000
Cash and cash equivalents at end of period	14,575,000	8,085,000
Supplemental disclosures of cash flow information:
Cash paid for interest	2,925,000	2,195,000
Cash paid for federal and state income taxes, net of refunds	$ 42,072,000	$ 32,315,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Feb. 01, 2014	Aug. 03, 2013
Statement of Financial Position [Abstract]
Accounts receivable, allowance (in dollars)	$ 8,506	$ 9,271
Intangible assets, accumulated amortization (in dollars)	$ 15,869	$ 14,214
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized shares	5,000	5,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	100,000	100,000
Common stock, issued shares	49,623	49,330
Common stock, outstanding shares	49,623	49,330

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EARNINGS PER SHARE (Tables)

6 Months Ended

Feb. 01, 2014

Earnings Per Share [Abstract]

Schedule of reconciliation of the weighted average number of shares outstanding used in the computation of the basic and diluted earnings per share

The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share (in thousands):

	Three months ended		Six months ended
	February 1, 2014	January 26, 2013	February 1, 2014	January 26, 2013
Basic weighted average shares outstanding	49,615	49,289	49,490	49,174
Net effect of dilutive stock awards based upon the treasury stock method	258	239	276	301
Diluted weighted average shares outstanding	49,873	49,528	49,766	49,475

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Document and Entity Information	6 Months Ended
	Feb. 01, 2014	Feb. 24, 2014
Document and Entity Information
Entity Registrant Name	UNITED NATURAL FOODS INC
Entity Central Index Key	0001020859
Current Fiscal Year End Date	--08-02
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Feb. 01, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		49,625,328

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Feb. 01, 2014

Fair Value Disclosures [Abstract]

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

	February 1, 2014				August 3, 2013
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Long-term debt, including current portion	$	34,330	$	36,469	$	34,110	$	36,230

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Feb. 01, 2014	Jan. 26, 2013	Feb. 01, 2014	Jan. 26, 2013
Income Statement [Abstract]
Net sales	$ 1,646,041	$ 1,445,703	$ 3,248,052	$ 2,855,740
Cost of sales	1,377,874	1,204,030	2,708,709	2,378,114
Gross profit	268,167	241,673	539,343	477,626
Operating expenses	219,322	202,693	442,472	400,451
Restructuring and asset impairment expenses	0	0	0	1,629
Total operating expenses	219,322	202,693	442,472	402,080
Operating income	48,845	38,980	96,871	75,546
Other expense (income):
Interest expense	1,782	1,373	3,636	2,351
Interest income	(125)	(168)	(245)	(341)
Other, net	602	201	621	4,982
Total other expense, net	2,259	1,406	4,012	6,992
Income before income taxes	46,586	37,574	92,859	68,554
Provision for income taxes	18,635	14,954	37,144	24,398
Net income	$ 27,951	$ 22,620	$ 55,715	$ 44,156
Basic per share data:
Net income (usd per share)	$ 0.56	$ 0.46	$ 1.13	$ 0.90
Weighted average basic shares of common stock outstanding	49,615	49,289	49,490	49,174
Diluted per share data:
Net income (usd per share)	$ 0.56	$ 0.46	$ 1.12	$ 0.89
Weighted average diluted shares of common stock outstanding	49,873	49,528	49,766	49,475

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EARNINGS PER SHARE

6 Months Ended

Feb. 01, 2014

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share (in thousands):

	Three months ended		Six months ended
	February 1, 2014	January 26, 2013	February 1, 2014	January 26, 2013
Basic weighted average shares outstanding	49,615	49,289	49,490	49,174
Net effect of dilutive stock awards based upon the treasury stock method	258	239	276	301
Diluted weighted average shares outstanding	49,873	49,528	49,766	49,475

There were no anti-dilutive share-based awards outstanding for the three months ended February 1, 2014 compared to 307,980 for the three months ended January 26, 2013. For the six months ended February 1, 2014 and January 26, 2013, there were 4,703 and 118,841 anti-dilutive share-based awards outstanding, respectively. These anti-dilutive share-based awards were excluded from the calculation of diluted earnings per share.

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RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS

6 Months Ended

Feb. 01, 2014

Restructuring and Related Activities [Abstract]

RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS

RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS

Impairment of an intangible asset

During fiscal 2007, the Company made several asset acquisitions under its Blue Marble Brands division, one of which included a licensing agreement under which the Company was permitted to sell products under the seller’s existing trademark in exchange for royalty payments. The fair value of the intangible asset at the time of acquisition was $2.1 million, and was being amortized over a life of 27 years, the maximum life of the licensing agreement including renewal periods. In October 2012, the Company entered into an agreement to terminate its licensing agreement with the former owners. In connection with this termination agreement, during the first quarter of fiscal 2013, the Company recognized an impairment of $1.6 million representing the remaining unamortized balance of the intangible asset. There were no impairments recorded during the six months ended February 1, 2014.

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EARNINGS PER SHARE (Details)	3 Months Ended		6 Months Ended
	Feb. 01, 2014	Jan. 26, 2013	Feb. 01, 2014	Jan. 26, 2013
Reconciliation of the basic and diluted number of shares used in computing earnings per share:
Basic weighted average shares outstanding	49,615,000	49,289,000	49,490,000	49,174,000
Net effect of dilutive stock awards based upon the treasury stock method	258,000	239,000	276,000	301,000
Diluted weighted average shares outstanding	49,873,000	49,528,000	49,766,000	49,475,000
Anti-dilutive share-based payment awards outstanding (in shares)	0	307,980	4,703	118,841

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BUSINESS SEGMENTS (Tables)

6 Months Ended

Feb. 01, 2014

Segment Reporting [Abstract]

Schedule of business segment information

The following table reflects business segment information for the periods indicated (in thousands):

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Three months ended February 1, 2014:
Net sales	$	1,625,934	$	44,760		$	(24,653	)	$	—		$	1,646,041
Operating income (loss)	54,288		(6,584		)	1,141			—			48,845
Interest expense	—		—			—			1,782			1,782
Interest income	—		—			—			(125		)	(125		)
Other, net	602		—			—			—			602
Income before income taxes												46,586
Depreciation and amortization	11,335		425			—			—			11,760
Capital expenditures	42,891		182			—			—			43,073
Goodwill	191,485		17,731			—			—			209,216
Total assets	1,800,189		161,516			(10,724		)	—			1,950,981
Three months ended January 26, 2013:
Net sales	$	1,431,047	$	37,441		$	(22,785	)	$	—		$	1,445,703
Operating income (loss)	47,078		(8,899		)	801			—			38,980
Interest expense	—		—			—			1,373			1,373
Interest income	—		—			—			(168		)	(168		)
Other, net	—		—			—			201			201
Income before income taxes												37,574
Depreciation and amortization	10,398		427			—			—			10,825
Capital expenditures	15,305		148			—			—			15,453
Goodwill	186,374		17,532			—			—			203,906
Total assets	1,548,772		140,595			(9,261		)	—			1,680,106

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Six months ended February 1, 2014:
Net sales	$	3,210,177	$	93,730		$	(55,855	)	$	—		$	3,248,052
Operating income (loss)	111,662		(14,545		)	(246		)	—			96,871
Interest expense	—		—			—			3,636			3,636
Interest income	—		—			—			(245		)	(245		)
Other, net	621		—			—			—			621
Income before income taxes												92,859
Depreciation and amortization	21,906		1,092			—			—			22,998
Capital expenditures	76,003		317			—			—			76,320
Goodwill	191,485		17,731			—			—			209,216
Total assets	1,800,189		161,516			(10,724		)	—			1,950,981
Six months ended January 26, 2013:
Net sales	$	2,825,461	$	82,763		$	(52,484	)	$	—		$	2,855,740
Operating income (loss)	97,065		(20,496		)	(1,023		)	—			75,546
Interest expense	—		—			—			2,351			2,351
Interest income	—		—			—			(341		)	(341		)
Other, net	—		—			—			4,982			4,982
Income before income taxes												68,554
Depreciation and amortization	19,943		1,001			—			—			20,944
Capital expenditures	19,112		914			—			—			20,026
Goodwill	186,374		17,532			—			—			203,906
Total assets	1,548,772		140,595			(9,261		)	—			1,680,106

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LONG-TERM DEBT

6 Months Ended

Feb. 01, 2014

Debt Disclosure [Abstract]

Long-term Debt

LONG-TERM DEBT

During the fiscal year ended July 28, 2012, the Company entered into a lease agreement for a new distribution facility in Aurora, Colorado. At the conclusion of the fiscal year ended August 3, 2013, actual construction costs exceeded the construction allowance as defined by the lease agreement, and therefore, the Company determined it met the criteria for continuing involvement pursuant to FASB ASC 840, Leases, and applied the financing method to account for this transaction during the fourth quarter of fiscal 2013. Under the financing method, the book value of the distribution facility and related accumulated depreciation remains on the balance sheet. The construction allowance is recorded as a financing obligation in long-term debt. A portion of each lease payment reduces the amount of the financing obligation, and a portion is recorded as interest expense at an effective rate of approximately 7.32%. The financing obligation as of the six months ended February 1, 2014 was $33.9 million. The Company recorded $0.6 million and $1.2 million of interest expense during the three and six months ended February 1, 2014, respectively.

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

6 Months Ended

Feb. 01, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Fuel Supply Agreements

The Company is party to several fixed price fuel supply agreements. During the first quarter of fiscal 2014, the Company entered into several agreements which require it to purchase a portion of its diesel fuel each month at fixed prices through December 2014. These fixed price fuel agreements qualify for, and the Company has elected to utilize, the “normal purchase” exception under FASB Accounting Standards Codification ("ASC") 815, Derivatives and Hedging (“ASC 815”) as physical deliveries will occur rather than net settlements, and therefore the fuel purchases under these contracts are expensed as incurred and included within operating expenses. During the six months ended January 26, 2013, the Company was a party to several similar agreements which required it to purchase a portion of its diesel fuel each month at fixed prices through July 2013 and which also qualified and were accounted for using the “normal purchase” exception under ASC 815, and therefore the fuel purchases under those contracts were expensed as incurred and included within operating expenses.

Financial Instruments

There were no financial assets and liabilities measured on a recurring basis as of February 1, 2014 or August 3, 2013.

The fair value of the Company’s other financial instruments including cash, cash equivalents, accounts receivable, notes receivable, accounts payable and certain accrued expenses approximate carrying amounts due to the short-term nature of these instruments. The Company believes its credit risk is similar to the overall market and variable rates have not moved significantly since it initiated the underlying borrowings, therefore the fair value of notes payable approximate carrying amounts.

The following estimated fair value amounts for long-term debt have been determined by the Company using available market information and appropriate valuation methodologies including the discounted cash flow method, taking into account the instruments’ interest rate, terms, maturity date and collateral, if any, in comparison to market rates for similar financial instruments and are, therefore, deemed Level 2 inputs. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

	February 1, 2014				August 3, 2013
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Long-term debt, including current portion	$	34,330	$	36,469	$	34,110	$	36,230

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BUSINESS SEGMENTS

6 Months Ended

Feb. 01, 2014

Segment Reporting [Abstract]

BUSINESS SEGMENTS

BUSINESS SEGMENTS

The Company has several operating divisions aggregated under the wholesale segment, which is the Company’s only reportable segment. These operating divisions have similar products and services, customer channels, distribution methods and historical margins. The wholesale segment is engaged in national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Company has additional operating divisions that do not meet the quantitative thresholds for reportable segments and are therefore aggregated under the caption of “Other.” “Other” includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States, a manufacturing division, which engages in importing, roasting and packaging of nuts, seeds, dried fruit, trail mixes, granola, natural and organic snack items, confections and the Company’s Blue Marble Brands product lines. “Other” also includes certain corporate operating expenses that are not allocated to operating divisions and are necessary to operate the Company’s headquarters located in Providence, Rhode Island, which include depreciation, salaries, retainers, and other related expenses of officers, directors, corporate finance (including professional services), information technology, governance, legal, human resources and internal audit. As the Company continues to expand its business and serve its customers through a national platform, these corporate expense amounts have increased. These unallocated corporate expenses are the primary driver behind the operating losses within the “Other” category below. Non-operating expenses that are not allocated to the operating divisions are under the caption of “Unallocated Expenses.” The Company does not record its revenues for financial reporting purposes by product group, and it is therefore impracticable for the Company to report them accordingly.

The following table reflects business segment information for the periods indicated (in thousands):

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Three months ended February 1, 2014:
Net sales	$	1,625,934	$	44,760		$	(24,653	)	$	—		$	1,646,041
Operating income (loss)	54,288		(6,584		)	1,141			—			48,845
Interest expense	—		—			—			1,782			1,782
Interest income	—		—			—			(125		)	(125		)
Other, net	602		—			—			—			602
Income before income taxes												46,586
Depreciation and amortization	11,335		425			—			—			11,760
Capital expenditures	42,891		182			—			—			43,073
Goodwill	191,485		17,731			—			—			209,216
Total assets	1,800,189		161,516			(10,724		)	—			1,950,981
Three months ended January 26, 2013:
Net sales	$	1,431,047	$	37,441		$	(22,785	)	$	—		$	1,445,703
Operating income (loss)	47,078		(8,899		)	801			—			38,980
Interest expense	—		—			—			1,373			1,373
Interest income	—		—			—			(168		)	(168		)
Other, net	—		—			—			201			201
Income before income taxes												37,574
Depreciation and amortization	10,398		427			—			—			10,825
Capital expenditures	15,305		148			—			—			15,453
Goodwill	186,374		17,532			—			—			203,906
Total assets	1,548,772		140,595			(9,261		)	—			1,680,106

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Six months ended February 1, 2014:
Net sales	$	3,210,177	$	93,730		$	(55,855	)	$	—		$	3,248,052
Operating income (loss)	111,662		(14,545		)	(246		)	—			96,871
Interest expense	—		—			—			3,636			3,636
Interest income	—		—			—			(245		)	(245		)
Other, net	621		—			—			—			621
Income before income taxes												92,859
Depreciation and amortization	21,906		1,092			—			—			22,998
Capital expenditures	76,003		317			—			—			76,320
Goodwill	191,485		17,731			—			—			209,216
Total assets	1,800,189		161,516			(10,724		)	—			1,950,981
Six months ended January 26, 2013:
Net sales	$	2,825,461	$	82,763		$	(52,484	)	$	—		$	2,855,740
Operating income (loss)	97,065		(20,496		)	(1,023		)	—			75,546
Interest expense	—		—			—			2,351			2,351
Interest income	—		—			—			(341		)	(341		)
Other, net	—		—			—			4,982			4,982
Income before income taxes												68,554
Depreciation and amortization	19,943		1,001			—			—			20,944
Capital expenditures	19,112		914			—			—			20,026
Goodwill	186,374		17,532			—			—			203,906
Total assets	1,548,772		140,595			(9,261		)	—			1,680,106

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Feb. 01, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

(b)  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. In the Company’s opinion, these financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods, however, may not be indicative of the results that may be expected for a full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 3, 2013.

Net sales consist primarily of sales of natural, organic and specialty products to retailers, adjusted for customer volume discounts, returns and allowances. Net sales also include amounts charged by the Company to customers for shipping and handling, and fuel surcharges. The principal components of cost of sales include the amount paid to manufacturers and growers for product sold, plus the cost of transportation necessary to bring the product to the Company’s distribution facilities. Cost of sales also includes amounts incurred by the Company’s manufacturing subsidiary, United Natural Trading LLC, which does business as Woodstock Farms Manufacturing, for inbound transportation costs and depreciation for manufacturing equipment offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products. Operating expenses include salaries and wages, employee benefits (including payments under the Company’s Employee Stock Ownership Plan), warehousing and delivery, selling, occupancy, insurance, administrative, share-based compensation and amortization expense. Operating expenses also include depreciation expense related to the wholesale and retail divisions. Other expense (income) includes interest on outstanding indebtedness, interest income, foreign exchange gains or losses and other miscellaneous income and expenses.  The condensed consolidated statement of cash flows for the six months ended January 26, 2013 has been adjusted to properly reflect the change in the presentation of operating activities. The revision was not material to the Company's condensed consolidated financial statements as a whole. During the six months ended January 26, 2013, other expense also includes a pre-tax charge of $4.9 million related to an agreement reached during the first quarter of fiscal 2013 to settle a multi-state unclaimed property audit.

As noted above, the Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound freight are generally recorded in cost of sales, whereas shipping and handling costs for selecting, quality assurance, and outbound transportation are recorded in operating expenses. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $98.8 million and $88.5 million for the three months ended February 1, 2014 and January 26, 2013, respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $195.1 million and $174.8 million for the six months endedFebruary 1, 2014 and January 26, 2013, respectively.

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ACQUISITIONS (Details) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended	3 Months Ended			6 Months Ended				3 Months Ended			6 Months Ended
	Feb. 01, 2014	Jan. 26, 2013	Feb. 01, 2014	Jan. 26, 2013	Feb. 01, 2014 Trudeau Foods, LLC [Member] customer_location	Nov. 02, 2013 Trudeau Foods, LLC [Member]	Feb. 01, 2014 Trudeau Foods, LLC [Member] customer_location	Feb. 01, 2014 Asset purchase agreements	Jan. 26, 2013 Asset purchase agreements	Oct. 27, 2012 Asset purchase agreements item	Feb. 01, 2014 Asset purchase agreements	Jan. 26, 2013 Asset purchase agreements	Feb. 01, 2014 Asset purchase agreements Minimum	Feb. 01, 2014 Asset purchase agreements Maximum	Feb. 01, 2014 Operating Segments [Member]	Jan. 26, 2013 Operating Segments [Member]	Oct. 27, 2012 Operating Segments [Member] company	Feb. 01, 2014 Operating Segments [Member]	Jan. 26, 2013 Operating Segments [Member]
Acquisitions
Customer Locations Served by Acquiree					600		600
Finite-lived intangible asset, useful life (in years)						10 years
Payments to Acquire Businesses, Net of Cash Acquired			$ (23,005,000)	$ (9,266,000)			$ (23,005,000)
Net sales of acquired business since acquisition					18,700,000		26,300,000
Number of distributors' assets acquired																	3
Cash consideration paid																	(9,235,000)
Potential earn-outs										3,700,000
Vesting period of time-based restricted stock units										4 years
Share-based Compensation Arrangement by Share-based Payment Award, Acclerated Award Vesting Period										2 years
Period of which define net sales target meet or exceed										2 years
Identifiable intangible assets						9,500,000				3,100,000
Customer relationship, estimated useful life (in years)													5 years	10 years
Number of businesses acquired during the period										3
Net sales	$ 1,646,041,000	$ 1,445,703,000	$ 3,248,052,000	$ 2,855,740,000				$ 13,700,000	$ 14,300,000		$ 26,700,000	$ 25,500,000			$ 1,625,934,000	$ 1,431,047,000		$ 3,210,177,000	$ 2,825,461,000

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LONG-TERM DEBT (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Feb. 01, 2014	Jan. 26, 2013	Feb. 01, 2014	Jan. 26, 2013	Aug. 03, 2013
Long-term debt instrument
Long term debt, including current portion, carrying value	$ 34,330		$ 34,330		$ 34,110
Interest expense	1,782	1,373	3,636	2,351
Sale Leaseback Financing Obligation
Long-term debt instrument
Effective interest rate on debt	7.32%		7.32%
Long term debt, including current portion, carrying value	33,900		33,900
Interest expense	$ 600		$ 1,200

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Feb. 01, 2014	Jan. 26, 2013	Feb. 01, 2014	Jan. 26, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 27,951	$ 22,620	$ 55,715	$ 44,156
Other comprehensive income (loss), Pre-tax Amount
Foreign currency translation adjustments	(5,326)	(739)	(5,617)	(274)
Total other comprehensive income (loss)	(5,326)	(739)	(5,617)	(274)
Other comprehensive income (loss), Tax (expense) benefit:
Foreign currency translation adjustments	0	0	0	0
Total other comprehensive income (loss):	0	0	0	0
Other comprehensive income (loss), After-tax Amount:
Foreign currency translation adjustments	(5,326)	(739)	(5,617)	(274)
Total other comprehensive income (loss):	(5,326)	(739)	(5,617)	(274)
Total comprehensive income	$ 22,625	$ 21,881	$ 50,098	$ 43,882

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ACQUISITIONS

6 Months Ended

Feb. 01, 2014

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

On September 26, 2013, the Company acquired all of the equity interests of Trudeau Foods, LLC (“Trudeau Foods”) from Trudeau Holdings, LLC, a portfolio company of Arbor Investments II, LP. Trudeau Foods is the largest Minnesota-based distributor of natural, organic and specialty food products and serves over 600 customer locations, including chain and independent grocers, wholesalers and meat markets in Minnesota, North Dakota, Wisconsin and Michigan’s Upper Peninsula. Trudeau Foods carries a full range of fine-quality and specialty gourmet meats, frozen foods, dairy, bakery, deli, seafood and dry grocery items under a wide breadth of national, regional and private label brands. The total cash consideration related to this acquisition was approximately $23.0 million. The fair value of the identifiable intangible asset acquired was determined by using an income approach. The identifiable intangible asset recorded based on the provisional valuations include customer lists of $9.5 million, which are being amortized on a straight-line basis over an estimated useful live of approximately ten years. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are considered Level 3 measurements as defined by authoritative guidance. The results of Trudeau's operations have been included in the condensed consolidated financial statements since that date. Since the date of acquisition, net sales for the acquired business totaled approximately $18.7 million and $26.3 million during the three and six months endedFebruary 1, 2014, respectively, and are consolidated within the Company's wholesale segment.

During the first quarter of fiscal 2013, the Company, within its wholesale segment, completed three business combinations related to the acquisition of certain assets of three distribution companies. The total cash consideration related to these acquisitions was approximately $9.2 million. In addition, certain of the asset purchase agreements related to these acquisitions provide for future contingent consideration payments of up to $3.7 million through February 2017. Furthermore, in connection with one of the acquisitions, the Company granted restricted stock units which have pro-rata time-based vesting over four years similar to the structure of the majority of the awards of restricted stock units granted to employees, but for which the vesting may be fully accelerated after two years if net sales of the acquired business, as defined in the applicable asset purchase agreement, meets or exceeds a targeted amount in either of the first two years following consummation of our acquisition of the business. As of the six months endedFebruary 1, 2014, the defined targeted amount has not been met.

The fair value of the identifiable intangible assets acquired in the three acquisitions was determined by using an income approach. The identifiable intangible assets recorded based on the provisional valuations include customer lists of $3.1 million, which are being amortized on a straight-line basis over estimated useful lives of approximately five to ten years. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are considered Level 3 measurements as defined by authoritative guidance. There were no material updates to the preliminary allocations. Net sales resulting from these three acquisitions totaled approximately $13.7 million and $14.3 million during the three months ended February 1, 2014 and January 26, 2013, respectively, and $26.7 million and $25.5 million during the six months ended February 1, 2014 and January 26, 2013, respectively.

The three acquisitions during the first quarter of fiscal 2013 and the acquisition of Trudeau Foods during the first quarter of fiscal 2014 were financed through borrowings under the Company’s amended and restated revolving credit facility. Acquisition costs related to these purchases were insignificant, have been expensed as incurred and are included within “Operating Expenses” in the Condensed Consolidated Statements of Income. Each of these businesses were absorbed by the operations of the Company’s broadline distribution business, therefore the Company does not record the expenses for these businesses separately from the rest of the broadline distribution business and it is not possible to provide complete financial results for each acquisition separately or in total.

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SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Feb. 01, 2014	Jan. 26, 2013	Oct. 27, 2012	Feb. 01, 2014	Jan. 26, 2013
Shipping and Handling Fees and Costs
Pre-tax charge related to an agreement to settle a multi-state unclaimed property audit			$ 4.9
Total outbound shipping and handling costs	$ 98.8	$ 88.5		$ 195.1	$ 174.8