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 January 31, 2015

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 March 5, 2015 there were 50,075,403 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	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
Part II.	Other Information
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
	Signatures	30

2

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands, except per share amounts)

	January 31, 2015			August 2, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	27,474		$	16,116
Accounts receivable, net of allowance of $7,345 and $7,589, respectively	493,873			449,870
Inventories	922,246			834,722
Prepaid expenses and other current assets	72,952			45,064
Deferred income taxes	38,570			32,518
Total current assets	1,555,115			1,378,290
Property & equipment, net	528,674			483,960
Goodwill	267,723			274,548
Intangible assets, net of accumulated amortization of $20,895 and $19,002, respectively	129,847			134,989
Other assets	29,531			25,446
Total assets	$	2,510,890		$	2,297,233
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	430,227		$	385,890
Accrued expenses and other current liabilities	138,024			136,959
Current portion of long-term debt	11,090			990
Total current liabilities	579,341			523,839
Notes payable	364,622			415,660
Long-term debt, excluding current portion	179,289			32,510
Deferred income taxes	50,995			50,995
Other long-term liabilities	31,017			30,865
Total liabilities	1,205,264			1,053,869
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; 50,071 issued and outstanding shares at January 31, 2015; 49,771 issued and outstanding shares at August 2, 2014	501			498
Additional paid-in capital	416,126			402,875
Unallocated shares of Employee Stock Ownership Plan	—			(14		)
Accumulated other comprehensive loss	(17,044		)	(5,152		)
Retained earnings	906,043			845,157
Total stockholders’ equity	1,305,626			1,243,364
Total liabilities and stockholders’ equity	$	2,510,890		$	2,297,233

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
	January 31, 2015			February 1, 2014			January 31, 2015			February 1, 2014
Net sales	$	2,016,546		$	1,646,041		$	4,009,022		$	3,248,052
Cost of sales	1,717,347			1,377,874			3,390,827			2,708,709
Gross profit	299,199			268,167			618,195			539,343
Operating expenses	249,448			219,322			509,496			442,472
Restructuring and asset impairment expenses	248			—			803			—
Total operating expenses	249,696			219,322			510,299			442,472
Operating income	49,503			48,845			107,896			96,871
Other expense (income):
Interest expense	3,554			1,782			6,809			3,636
Interest income	(69		)	(125		)	(162		)	(245		)
Other, net	(5		)	602			611			621
Total other expense, net	3,480			2,259			7,258			4,012
Income before income taxes	46,023			46,586			100,638			92,859
Provision for income taxes	18,179			18,635			39,752			37,144
Net income	$	27,844		$	27,951		$	60,886		$	55,715
Basic per share data:
Net income	$	0.56		$	0.56		$	1.22		$	1.13
Weighted average basic shares of common stock outstanding	50,025			49,615			49,957			49,490
Diluted per share data:
Net income	$	0.55		$	0.56		$	1.21		$	1.12
Weighted average diluted shares of common stock outstanding	50,277			49,873			50,195			49,766

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						Six months ended
	January 31, 2015			February 1, 2014			January 31, 2015			February 1, 2014
Net income	$	27,844		$	27,951		$	60,886		$	55,715
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(9,330		)	(5,326		)	(11,892		)	(5,617		)
Total other comprehensive loss, net of tax	(9,330		)	(5,326		)	(11,892		)	(5,617		)
Total comprehensive income	$	18,514		$	22,625		$	48,994		$	50,098

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 2, 2014	49,771	$	498	$	402,875	$	(14	)	$	(5,152	)	$	845,157	$	1,243,364
Allocation of shares to ESOP						14								14
Stock option exercises and restricted stock vestings, net of tax	300	3		1,036										1,039
Share-based compensation				9,554										9,554
Tax benefit associated with stock plans				2,661										2,661
Foreign currency translation									(11,892		)			(11,892		)
Net income												60,886		60,886
Balances at January 31, 2015	50,071	$	501	$	416,126	$	—		$	(17,044	)	$	906,043	1,305,626

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
	January 31, 2015			February 1, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	60,886		$	55,715
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	29,657			22,998
Share-based compensation	9,554			9,507
(Gain) loss on disposals of property and equipment	(779		)	46
Excess tax benefits from share-based payment arrangements	(2,661		)	(2,321		)
Restructuring and asset impairment	803			—
Deferred income taxes	(6,052		)	—
Provision for doubtful accounts	2,302			1,601
Non-cash interest expense	129			1,050
Changes in assets and liabilities, net of acquired businesses:
Accounts receivable	(50,753		)	(66,988		)
Inventories	(92,525		)	(60,139		)
Prepaid expenses and other assets	(22,217		)	(15,953		)
Accounts payable	20,146			19,022
Accrued expenses and other liabilities	(1,389		)	(363		)
Net cash used in operating activities	(52,899		)	(35,825		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(56,163		)	(76,320		)
Purchases of acquired businesses, net of cash acquired	(7,987		)	(23,005		)
Proceeds from disposals of property and equipment	840			102
Long-term investment	(3,000		)	—
Net cash used in investing activities	(66,310		)	(99,223		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt	(5,539		)	(396		)
Proceeds from borrowings of long-term debt	150,000			—
Proceeds from borrowings under revolving credit line	438,293			347,474
Repayments of borrowings under revolving credit line	(488,156		)	(237,284		)
Increase in bank overdraft	33,666			28,378
Proceeds from exercise of stock options	3,202			1,692
Payment of employee restricted stock tax withholdings	(2,163		)	(3,570		)
Excess tax benefits from share-based payment arrangements	2,661			2,321
Capitalized debt issuance costs	(900		)	—
Net cash provided by financing activities	131,064			138,615
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(497		)	(103		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	11,358			3,464
Cash and cash equivalents at beginning of period	16,116			11,111
Cash and cash equivalents at end of period	$	27,474		$	14,575
Supplemental disclosures of cash flow information:
Non-cash financing activity	$	12,383		$	—
Non-cash investing activity	$	12,383		$	—
Cash paid for interest	$	6,868		$	2,925
Cash paid for federal and state income taxes, net of refunds	$	57,471		$	42,072

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

7

UNITED NATURAL FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015 (unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

(a)  Nature of Business

United Natural Foods, Inc. and its 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 2, 2014.

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.

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 $112.7 million and $98.8 million for the three months ended January 31, 2015 and February 1, 2014, respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $224.7 million and $195.1 million for the six months ended January 31, 2015 and February 1, 2014, respectively.

(c)  Correction of Prior Period Errors

During the three months ended January 31, 2015, the Company recorded a cumulative prior period adjustment to net sales for $7.7 million related to amounts owed to a customer resulting from an incorrect calculation of contractual obligations to that customer from fiscal year 2009 through fiscal year 2014. The aggregate amount of the reduction in net sales related to this incorrect calculation was $9.3 million, which includes a $1.6 million reduction in net sales in the first quarter of fiscal 2015. The Company reviewed the impact of these corrections in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 99 "Materiality," and determined that these corrections were not material to prior or current periods.

8

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new guidance requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures as appropriate. The new pronouncement is effective for public companies with annual periods ending after December 15, 2016, and interim periods thereafter. We do not expect the adoption of this guidance to have a significant impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, (Topic 606) (“ASU 2014-09”). The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new pronouncement is effective for public companies with annual periods, and interim periods within those periods, beginning after December 15, 2016, which for the Company will be the first quarter of the fiscal year ending July 28, 2018. We are in the process of evaluating the impact that this new guidance will have on the Company's consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 2015) and Property Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an entity. The new guidance raises the threshold for disposals that would qualify as discontinued operations and also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. The amendments are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2014, which would be the Company's first quarter of the fiscal year ending July 30, 2016, and should be applied on a prospective basis. We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

3. ACQUISITIONS

During the three months ended January 31, 2015, the Company recorded adjustments to certain provisional amounts recorded as of the fiscal year ended August 2, 2014 related to the acquisition of all of the outstanding capital stock of Tony's Fine Foods ("Tony’s") by the Company’s wholly-owned subsidiary, United Natural Foods West, Inc. ("UNFI West") on July 15, 2014. These adjustments include a decrease to goodwill of $3.1 million related to the settlement of a tax liability that was recorded as a payable as of August 2, 2014 and a decrease to goodwill of $0.1 million related to the working capital adjustment settlement. These adjustments were in addition to those recorded in the first quarter of fiscal 2015, which included (i) an increase to the fair value of the non-competition agreement assets and a decrease to the fair value of the customer relationship intangible asset by $0.9 million and $0.7 million, respectively, recorded within intangible assets based on updated valuation information, (ii) a decrease to the opening value of the property and equipment acquired of $0.8 million based on updated fair value information, and (iii) a decrease to goodwill of $0.1 million related to a preliminary working capital adjustment. The aforementioned adjustments decreased goodwill by a total of $3.2 million in the second fiscal quarter of 2015 and $2.7 million from the balance recorded as of August 2, 2014. While the Company is still completing the final valuation of the acquired fixed assets and intangibles and purchase accounting, the Company does not expect any material changes to the amounts recorded in the financial statements as of January 31, 2015. Net sales from the acquired business totaled approximately $232.6 million and $447.4 million for the three and six months endedJanuary 31, 2015, respectively, and are included within the Company's wholesale segment.

The cash portion of the purchase price paid for Tony's was financed through borrowings under the Company’s amended and restated revolving credit facility. Acquisition costs related to the purchase have been expensed as incurred and are included within "Operating Expenses" in the Condensed Consolidated Statements of Income. The business was absorbed by the operations of the Company’s broadline distribution business; therefore, the Company does not record the expenses separately from the rest of the broadline distribution business and it is not possible to provide complete financial results separately for the business.

9

4. 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
	January 31, 2015	February 1, 2014	January 31, 2015	February 1, 2014
Basic weighted average shares outstanding	50,025	49,615	49,957	49,490
Net effect of dilutive stock awards based upon the treasury stock method	252	258	238	276
Diluted weighted average shares outstanding	50,277	49,873	50,195	49,766

There were 1,456 anti-dilutive share-based awards outstanding for the three months ended January 31, 2015 and no anti-dilutive share-based awards outstanding for the three months ended February 1, 2014. For the six months ended January 31, 2015 and February 1, 2014, there were 8,336 and 4,703 anti-dilutive share-based awards outstanding, respectively. These anti-dilutive share-based awards were excluded from the calculation of diluted earnings per share.

5. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Interest Rate Swap Agreement

On January 23, 2015, the Company entered into a forward starting interest rate swap agreement with an effective date of August 3, 2015. The agreement provides for the Company to pay interest for a seven-year period at a fixed rate of 1.795% on an initial amortizing principal amount of $140.0 million while receiving interest for the same period at the one-month London Interbank Offered Rate ("LIBOR") on the same notional amount. The interest rate swap has been entered into as a hedge against LIBOR movements on the current variable rate related to the Company’s real-estate backed Term Loan Agreement entered into on August 14, 2014, explained in more detail in Note 7 "Long-Term Debt," to protect against rising interest rates. We expect that the interest rate swap will effectively fix the Company’s interest rate payments on the $140.0 million of debt. The swap agreement qualifies as an “effective” hedge under FASB Accounting Standards Codification ("ASC") 815, Derivatives and Hedging (“ASC 815”).

Interest rate swap agreements are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company’s interest rate swap agreement is designated as a cash flow hedge at January 31, 2015 and is reflected at fair value in the Condensed Consolidated Balance Sheet.

The Company uses the “Hypothetical Derivative Method” described in ASC 815 for quarterly prospective and retrospective assessments of hedge effectiveness, as well as for measurements of hedge ineffectiveness. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings in interest income when the hedged transactions affect earnings. Ineffectiveness resulting from the hedge is recorded as a gain or loss in the condensed consolidated statement of income as part of other income. The Company did not have any hedge ineffectiveness recognized in earnings during the three months ended January 31, 2015. The Company also monitors the risk of counterparty default on an ongoing basis.

Fuel Supply Agreements

The Company is party to several fixed price fuel supply agreements. During the first quarter of fiscal 2015, the Company entered into an agreement which requires it to purchase a portion of its diesel fuel each month at fixed prices through December 2015. These fixed price fuel agreements qualify for, and the Company has elected to utilize, the “normal purchase” exception under 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 February 1, 2014, 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 December 2014 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 also expensed as incurred and included within operating expenses.

10

Financial Instruments

There were no financial assets and liabilities measured on a recurring basis as of January 31, 2015 or August 2, 2014.

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.

	January 31, 2015				August 2, 2014
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Long-term debt, including current portion	$	190,379	$	201,359	$	33,500	$	36,386

6. 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 the 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 and snack items, and the Company’s branded 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 new national platform, these corporate expense amounts have increased, which is the primary driver behind the increasing 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.

11

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

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Three months ended January 31, 2015:
Net sales	$	1,997,058	$	48,157		$	(28,669	)	$	—		$	2,016,546
Operating income (loss)	57,351		(9,198		)	1,350			—			49,503
Interest expense	—		—			—			3,554			3,554
Interest income	—		—			—			(69		)	(69		)
Other, net	—		—			—			(5		)	(5		)
Income before income taxes												46,023
Depreciation and amortization	14,989		510			—			—			15,499
Capital expenditures	27,733		1,058			—			—			28,791
Goodwill	249,992		17,731			—			—			267,723
Total assets	2,319,514		202,553			(11,177		)	—			2,510,890
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

12

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Six months ended January 31, 2015:
Net sales	$	3,967,777	$	107,727		$	(66,482	)	$	—		$	4,009,022
Operating income (loss)	124,060		(16,797		)	633			—			107,896
Interest expense	—		—			—			6,809			6,809
Interest income	—		—			—			(162		)	(162		)
Other, net	—		—			—			611			611
Income before income taxes												100,638
Depreciation and amortization	27,398		2,259			—			—			29,657
Capital expenditures	54,670		1,493			—			—			56,163
Goodwill	249,992		17,731			—			—			267,723
Total assets	2,319,514		202,553			(11,177		)	—			2,510,890
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

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7. LONG-TERM DEBT

On August 14, 2014, the Company entered into a real-estate backed Term Loan Agreement (the “Term Loan Agreement”) by and among the Company, its wholly-owned subsidiary Albert’s Organics, Inc. (“Albert's,” and together with the Company, the “Borrowers”), the financial institutions that are parties thereto as lenders (collectively, the “Lenders”), Bank of America, N.A. as administrative agent for the Lenders (the “Administrative Agent”) and the other parties thereto. The total initial borrowings under the Term Loan Agreement were $150.0 million. Borrowings under the Term Loan Agreement are guaranteed by most of the Company's wholly-owned subsidiaries who are not also Borrowers. The Borrowers are required to make $2.5 million principal payments quarterly beginning on November 1, 2014. The Term Loan Agreement will terminate on the earlier of (a) August 14, 2022 and (b) the date that is ninety days prior to the termination date of the Company’s amended and restated revolving credit agreement, as amended. Under the Term Loan Agreement, the Borrowers at their option may request the establishment of one or more new term loan commitments in increments of at least $10.0 million, but not to exceed $50.0 million in total, subject to the approval of the Lenders electing to participate in such incremental loans and the satisfaction of the conditions required by the Term Loan Agreement. The Borrowers will be required to make quarterly principal payments on these incremental borrowings in accordance with the terms of the Term Loan Agreement.

Borrowings under the Term Loan Agreement bear interest at rates that, at the Company's option, can be either: (1) a base rate generally defined as the sum of (i) the highest of (x) the Administrative Agent's prime rate, (y) the average overnight federal funds effective rate plus 0.50% and (z) one-month LIBOR plus one percent (1%) per annum and (ii) a margin of 1.50%; or, (2) a LIBOR rate generally defined as the sum of (i) LIBOR (as published by Reuters or other commercially available sources) for one, two, three or six months or, if approved by all affected lenders, nine months (all as selected by the Company), and (ii) a margin of 2.50%. Interest accrued on borrowings under the Term Loan Agreement is payable in arrears. Interest accrued on any LIBOR loan is payable on the last day of the interest period applicable to the loan and, with respect to any LIBOR loan of more than three (3) months, on the last day of every three (3) months of such interest period. Interest accrued on base rate loans is payable on the first day of every month. The Company is also required to pay certain customary fees to the Administrative Agent. The Borrowers' obligations under the Term Loan Agreement are secured by certain parcels of the Borrowers' real property.

As of January 31, 2015, the Company had borrowings of $145.0 million under the Term Loan Agreement which is included in "Long-term debt" on the Condensed Consolidated Balance Sheet.

During the three months ended January 31, 2015, the Company entered into an amendment to an existing lease agreement for the office space utilized as the Company's corporate headquarters in Providence, Rhode Island. The amendment provides for additional office space to be utilized by the Company and extends the lease term for an additional 10 years. The lease qualifies for capital lease treatment pursuant to FASB ASC 840, Leases, and the estimated fair value of the building is recorded on the Condensed Consolidated Balance Sheet with the capital lease obligation included in "Long-term debt." A portion of each lease payment reduces the amount of the lease obligation, and a portion is recorded as interest expense at an effective rate of approximately 12.37%. The capital lease obligation as of January 31, 2015 was $12.4 million. The Company recorded $0.1 million of interest expense during the three months ended January 31, 2015.

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 January 31, 2015 was $33.0 million. The Company recorded $0.6 million of interest expense during each of the three months ended January 31, 2015 and February 1, 2014 and $1.2 million during each of the six months ended January 31, 2015 and February 1, 2014.

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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. Statements that contain these words should be read 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 shift in our product mix as a result of our acquisition of Tony's 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 across our Company;

•volatility in 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;

•the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise;

•union-organizing activities that could cause labor relations difficulties and increased costs;

• the ability to identify and successfully complete acquisitions of other natural, organic and specialty food and non-food products distributors;

•management’s allocation of capital and the timing of capital expenditures; and

• our ability to successfully deploy our operational initiatives to achieve synergies from the acquisition of Tony's.

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 2, 2014 and "Part II. Item 1A. Risk Factors" of this Quarterly Report on Form 10-Q 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, which may be material, 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 thirty-two distribution centers, representing approximately 7.6 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 80,000 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 40,000 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, Tony's, which is a leading distributor of a wide array of specialty protein, cheese, deli, food service and bakery goods, principally throughout the Western United States, 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 as a result of the continued growth of the natural and organic products industry in general; our high quality service and broader product selection, including specialty products, our 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 and enhance and diversify our product selections. 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 ("WMS"). We have completed WMS system conversions at our Lancaster, Texas, Ridgefield, Washington and Auburn, Washington facilities. We have also implemented the WMS platform at our Sturtevant, Wisconsin, Montgomery, New York and Auburn, California facilities, and we expect to complete the roll-out to all existing facilities by the end of fiscal 2017. These steps and others are intended to promote operational efficiencies and further reduce our operating expenses as a percentage of net sales as we attempt to offset the lower gross margins we expect to generate by increased sales to the supernatural and conventional supermarket channels.

Inflation continues to impact our financial results. For the three months ended January 31, 2015, inflation in food prices was approximately 2.2% when compared to price levels in the three months ended February 1, 2014. 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 up to 4% 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 16 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 35% of our net sales for the three months ended January 31, 2015 and approximately 37% of our net sales for the three months ended February 1, 2014. Whole Foods Market accounted for approximately 34% and 36% of our net sales for the six months ended January 31, 2015 and February 1, 2014, respectively.

In July 2014, we completed the acquisition of all of the outstanding capital stock of Tony's through our wholly-owned subsidiary, UNFI West, for consideration of approximately $202.9 million. With the completion of the transaction, Tony's is now a wholly-owned subsidiary of the Company and continues to operate as Tony's Fine Foods. Founded in 1934 by the Ingoglia family, Tony's

16

is headquartered in West Sacramento, California and is a leading distributor of perishable food products, including a wide array of specialty protein, cheese, deli, food service and bakery goods to retail and specialty grocers, food service customers and other distribution companies principally located throughout the Western United States, as well as Alaska and Hawaii. We believe that the acquisition of Tony's accomplished certain of our strategic objectives as Tony’s provides us with an immediate platform for expanding both our high-growth perishable product offerings and our distribution footprint in the Western Region of the United States.

The ability to distribute specialty food items (including gourmet & ethnic and kosher) 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 integrated specialty food products and natural and organic specialty non-food products into our broadline distribution centers across the United States and Canada. Due to our expansion into specialty foods, we were awarded new business with a number of conventional supermarkets over the past three fiscal years 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.

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 than our competitors;

• 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 January 31, 2015 our distribution capacity totaled approximately 7.6 million square feet. In fiscal 2014, we commenced operations at our new distribution center in Sturtevant, Wisconsin. Our multi-year expansion plan continues to progress as we commenced operations at our new Montgomery, New York distribution center in the first quarter of fiscal 2015 and we are currently constructing additional facilities in Prescott, Wisconsin, from which we expect to begin operations in the fourth quarter of fiscal 2015, and Gilroy, California, from which we expect to begin operations in the first quarter of fiscal 2016.

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, receiving, selecting 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 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.

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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 2, 2014, 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
	January 31, 2015			February 1, 2014			January 31, 2015		February 1, 2014
Net sales	100.0	%		100.0	%		100.0	%	100.0	%
Cost of sales	85.2	%		83.7	%		84.6	%	83.4	%
Gross profit	14.8	%		16.3	%		15.4	%	16.6	%
Total operating expenses	12.4	%		13.3	%		12.7	%	13.6	%
Operating income	2.5	%	*	3.0	%		2.7	%	3.0	%
Other expense (income):
Interest expense	0.2	%		0.1	%		0.2	%	0.1	%
Interest income	—	%		—	%		—	%	—	%
Other, net	—	%		—	%		—	%	—	%
Total other expense, net	0.2	%		0.1	%		0.2	%	0.1	%
Income before income taxes	2.3	%		2.8	%	*	2.5	%	2.9	%
Provision for income taxes	0.9	%		1.1	%		1.0	%	1.1	%
Net income	1.4	%		1.7	%		1.5	%	1.7	%	*

___________________________________________________ 

* Total reflects rounding

Three Months Ended January 31, 2015 Compared To Three Months Ended February 1, 2014

Net Sales

Our net sales for the three months ended January 31, 2015increased approximately 22.5%, or $370.5 million, to $2.0 billion from $1.6 billion for the three months ended February 1, 2014. Net Sales for the second quarter of fiscal 2015 were negatively impacted by $7.7 million as a result of additional amounts owed to a customer from an incorrect calculation of contractual obligations to that customer from fiscal 2009 through fiscal 2014. The year-over-year quarterly increase in net sales was primarily attributable to the inclusion of $232.6 million of net sales resulting from our acquisition of Tony's in the fourth quarter of fiscal 2014, coupled with 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. Net sales for the quarter ended January 31, 2015 also benefited from food price inflation of approximately 2.2% compared to price levels in the second quarter of the prior fiscal year.

Our net sales by customer type for the three months ended January 31, 2015 and February 1, 2014 were as follows (in millions):

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	Net Sales for the Three Months Ended
Customer Type	January 31, 2015		% of Net Sales		February 1, 2014		% of Net Sales
Independently owned natural products retailers	$	644	32	%	$	527	32	%
Supernatural chains	708		35	%	606		37	%
Conventional supermarkets	537		27	%	424		26	%
Other	128		6	%	89		5	%
Total	$	2,017	100	%	$	1,646	100	%

Net sales to our independent retailer channel increased by approximately $117 million, or 22%, during the three months ended January 31, 2015 compared to the three months ended February 1, 2014 and accounted for 32% of our total net sales for each of the three months ended January 31, 2015 and February 1, 2014. The increase in net sales in this channel is primarily attributable to net sales by our Tony's business.

Whole Foods Market is our only supernatural chain customer, and net sales to Whole Foods Market for the three months ended January 31, 2015increased by approximately $102 million, or 17%, as compared to the three months ended February 1, 2014, and accounted for approximately 35% and 37% of our total net sales for the three months ended January 31, 2015 and February 1, 2014, respectively. The increase in net sales to Whole Foods Market is primarily due to increases in same-store sales as well as new store openings and net sales to Whole Foods Market by our Tony's business.

Net sales to conventional supermarkets for the three months ended January 31, 2015increased by approximately $113 million, or 27%, from the three months ended February 1, 2014, and represented approximately 27% and 26% of our total net sales in the three months ended January 31, 2015 and February 1, 2014, 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 net sales by our Tony's business.

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 $39 million, or 44%, for the three months ended January 31, 2015 compared to the three months ended February 1, 2014, and accounted for approximately 6% and 5% of our total net sales for the three months ended January 31, 2015 and February 1, 2014, respectively. The increase in other net sales is attributable to net sales from our Tony's business, expanded sales to our existing foodservice partners and increased sales from our manufacturing division and Blue Marble product lines.

As we continue to pursue new customers and expand relationships with existing customers, we expect net sales for the remainder of fiscal 2015 to grow over net sales for the comparable period of fiscal 2014, driven largely by incremental sales from our Tony's business. 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 also expect that our ability to add products that Tony's has historically sold to our selection of products in our other markets will contribute to an increase in net sales. We believe that our projected net sales growth will come from both sales to new customers (including as a result of acquisitions) 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 11.6%, or $31.0 million, to $299.2 million for the three months ended January 31, 2015, from $268.2 million for the three months ended February 1, 2014. Our gross profit as a percentage of net sales was 14.8% for the three months ended January 31, 2015 compared to 16.3% for the three months ended February 1, 2014. The decline in gross profit as a percentage of net sales between the second quarter of fiscal 2015 and the comparable period in fiscal 2014 was due primarily to the dilution from Tony's sales in the quarter and the unfavorable impact of the reduction in net sales attributable to the customer contractual obligation described above, while the shift in mix of sales, lower fuel surcharges, and the unfavorable foreign exchange from the declining value of the Canadian dollar on the Company's Canadian business also contributed to the year over year decline.

Our gross profits are generally higher on net sales to independently owned retailers and foodservice customers and lower on net sales in the supernatural and conventional supermarket channels. For the three months ended January 31, 2015, approximately

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58%, or $215 million, of our $371 million total net sales growth was from increased net sales in the supernatural and conventional supermarket channels.

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 as well as 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 supply chain system platform.

Operating Expenses

Our total operating expenses increased approximately 13.8%, or $30.4 million, to $249.7 million for the three months ended January 31, 2015, from $219.3 million for the three months ended February 1, 2014. The increase in total operating expenses for the three months ended January 31, 2015 was primarily due to additional costs required to service higher sales volume. Operating expenses for the second quarter of fiscal 2015 also included a restructuring charge of $0.2 million as we ceased primary operations at our Canadian facility located in Scotstown, Quebec and startup costs of approximately $0.6 million related to our Montgomery, New York and Auburn, California facilities.

Total operating expenses for the three months ended January 31, 2015 included share-based compensation expense of $3.6 million, compared to $4.0 million in the three months ended February 1, 2014. Share-based compensation expense was lower during the three months ended January 31, 2015 primarily due to a reduction 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 12.4% for the three months ended January 31, 2015, from approximately 13.3% for the three months ended February 1, 2014. 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 generally have lower operating expenses and higher fixed cost coverage due to higher sales. 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 supply chain system platform. We have completed WMS system conversions at our Lancaster, Texas, Ridgefield, Washington and Auburn, Washington facilities. We have also implemented the WMS platform at our Sturtevant, Wisconsin, Montgomery, New York and Auburn, California facilities. We expect to complete the roll-out to all existing facilities by the end of fiscal 2017.

Operating Income

Reflecting the factors described above, operating income increased approximately 1.3%, or $0.7 million, to $49.5 million for the three months ended January 31, 2015, from $48.8 million for the three months ended February 1, 2014. As a percentage of net sales, operating income was 2.5% for the three months ended January 31, 2015 compared to 3.0% for the three months ended February 1, 2014.

Other Expense (Income)

Other expense, net increased$1.2 million to $3.5 million for the three months ended January 31, 2015, from $2.3 million for the three months ended February 1, 2014. Interest expense increased for the three months ended January 31, 2015 to $3.6 million compared to $1.8 million for the three months ended February 1, 2014 due to an increase in borrowings over the prior year and higher average interest rates. Interest income was $0.1 million in each of the three months ended January 31, 2015 and February 1, 2014.

Provision for Income Taxes

Our effective income tax rate was 39.5% and 40.0% for the three months ended January 31, 2015 and February 1, 2014, respectively. The decrease in the effective income tax rate for the second quarter of fiscal 2015 is primarily due to a federal solar tax credit we claimed in fiscal 2015.

Net Income

Reflecting the factors described in more detail above, net income increased $0.1 million to $27.8 million, or $0.55 per diluted share, for the three months ended January 31, 2015, compared to $28.0 million, or $0.56 per diluted share, for the three months ended February 1, 2014.

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Six Months EndedJanuary 31, 2015 Compared To Six Months EndedFebruary 1, 2014

Net Sales

Our net sales increased approximately 23.4%, or $761.0 million, to $4.0 billion for the six months ended January 31, 2015, from $3.2 billion for the six months ended February 1, 2014. Net sales for the first six months of fiscal 2015 were negatively impacted by $9.3 million as a result of additional amounts owed to a customer from an incorrect calculation of contractual obligations to that customer from fiscal 2009 through fiscal 2014. The year-on-year increase in net sales was primarily due to the same factors that contributed to our net sales growth for the quarter ended January 31, 2015, including growth in our wholesale segment of $757.6 million. Our net sales 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 the inclusion of a broader selection of products, including specialty food products, in our distribution centers. Net sales also benefited from food price inflation of approximately 2.1% that we experienced in the six months ended January 31, 2015 compared to price levels in the prior year comparable period.

Our net sales by customer type for the six months ended January 31, 2015 and February 1, 2014 were as follows (in millions):

	Net Sales for the Six Months Ended
Customer Type	January 31, 2015		% of Net Sales		February 1, 2014		% of Net Sales
Independently owned natural products retailers	$	1,297	32	%	$	1,055	32	%
Supernatural chains	1,373		34	%	1,177		36	%
Conventional supermarkets	1,073		27	%	835		26	%
Other	266		7	%	181		6	%
Total	$	4,009	100	%	$	3,248	100	%

Net sales to our independent retailer channel increased by approximately $242 million, or 23% during the six months ended January 31, 2015 compared to the six months ended February 1, 2014 and accounted for 32% of our total net sales for each of the six months ended January 31, 2015 and February 1, 2014. The increase in net sales in this channel is primarily attributable to net sales by our Tony's business.

Net sales to the supernatural chain channel for the six months ended January 31, 2015increased by approximately $196 million, or 17%, as compared to the prior fiscal year's comparable period, and accounted for approximately 34% of our total net sales for the six months ended January 31, 2015 compared to 36% for the six months ended February 1, 2014. The increase in net sales to Whole Foods Market is primarily due to increases in same-store sales as well as new store openings and net sales to Whole Foods Market by our Tony's business.

Net sales to conventional supermarkets for the six months ended January 31, 2015increased by approximately $238 million, or 29%, from the six months ended February 1, 2014, and represented approximately 27% of total net sales for the six months ended January 31, 2015 compared to 26% for the six months ended February 1, 2014. 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 our Tony's business.

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 $85 million, or 47% during the six months ended January 31, 2015 and accounted for approximately 7% of total net sales for the six months ended January 31, 2015 compared to 6% for the six months ended February 1, 2014. This growth is attributable to net sales from our Tony's business, expanded sales with our existing foodservice partners and strong sales from our manufacturing division and Blue Marble product lines.

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Cost of Sales and Gross Profit

Our gross profit increased approximately 14.6%, or $78.9 million, to $618.2 million for the six months ended January 31, 2015, from $539.3 million for the six months ended February 1, 2014. Our gross profit as a percentage of net sales decreased to 15.4% for the six months ended January 31, 2015 compared to 16.6% for the six months ended February 1, 2014. The decline in gross profit as a percentage of net sales during the first half of fiscal 2015 is primarily due to the dilution from Tony's net sales, the adverse impact from the reduction in net sales attributable to the customer contractual obligation disclosed above, the impact of unfavorable foreign exchange on our Canadian business, a shift in the mix of sales, and lower fuel surcharges.

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 January 31, 2015 approximately $434 million of our $761 million total net sales growth was from increased net sales in the conventional supermarket and supernatural channels. Approximately 61% and 62% of our total net sales in the six months ended January 31, 2015 and February 1, 2014, respectively, were to the conventional supermarket and supernatural channels.

Operating Expenses

Our total operating expenses increased approximately 15.3%, or $67.8 million, to $510.3 million for the six months ended January 31, 2015, from $442.5 million for the six months ended February 1, 2014. The increase in total operating expenses for the six months ended January 31, 2015 was primarily due to additional costs required to service higher sales volume. As a percentage of net sales, total operating expenses decreased to approximately 12.7% for the six months ended January 31, 2015, from approximately 13.6% for the six months ended February 1, 2014. Total operating expenses for the six months ended February 1, 2014 included startup costs of approximately $1.8 million related to our Montgomery, New York, Sturtevant, Wisconsin and Auburn, California facilities and $0.8 million of restructuring and impairment charges as we ceased primary operations at our Canadian facility in Scotstown, Quebec, which was acquired in 2010.

Total operating expenses for the six months ended January 31, 2015 include share-based compensation expense of $9.6 million, compared to $9.5 million in the six months ended February 1, 2014. Share-based compensation expense was slightly higher during the six months ended January 31, 2015 due to an increase in the number of employees eligible to receive equity compensation as a result of our growing workforce, offset by a reduction in performance-based compensation expense related to our long-term incentive plan for members of our executive leadership team.

Operating Income

Reflecting the factors described above, operating income increased approximately 11.4%, or $11.0 million, to $107.9 million for the six months ended January 31, 2015, from $96.9 million for the six months ended February 1, 2014. As a percentage of net sales, operating income was 2.7% for the six months ended January 31, 2015 as compared to 3.0% for the six months ended February 1, 2014.

Other Expense (Income)

Other expense, net was $7.3 million and $4.0 million for the six months ended January 31, 2015 and February 1, 2014, respectively. Interest expense was $6.8 million and $3.6 million for the six months ended January 31, 2015 and February 1, 2014, respectively. The increase in interest expense is primarily due to an increase in borrowings over the prior year and higher average interest rates. Interest income of $0.2 million for the six months ended January 31, 2015 is consistent with the six months ended February 1, 2014. Other, net for the six months ended January 31, 2015 included foreign exchange losses of approximately $0.4 million due to the declining value of the Canadian dollar on our Canadian business.

Provision for Income Taxes

Our effective income tax rate was 39.5% and 40.0% for the six months ended January 31, 2015 and February 1, 2014, respectively. The decrease in the effective income tax rate for the six months ended January 31, 2015 was primarily due to a federal solar tax credit claimed by the Company in fiscal 2015.

Net Income

Reflecting the factors described in more detail above, net income increased approximately $5.2 million to $60.9 million, or $1.21 per diluted share, for the six months ended January 31, 2015, compared to $55.7 million, or $1.12 per diluted share, for the six months ended February 1, 2014.

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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 and term loan facility, operating leases, a finance lease, capital lease, 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 presents proceeds from borrowings and repayments of borrowings related to our amended and restated revolving credit facility and real-estate backed Term Loan Agreement on a gross basis.  We expect to generate an average of $75 million to $125 million in cash flow from operations per year for the 2015 and 2016 fiscal years. We intend to continue to utilize this cash generated from operations to fund acquisitions, fund investments in working capital and capital expenditure needs, including expansion of our distribution facilities, and reduce our debt levels. We intend to manage capital expenditures in the range of approximately 2 to 2.2% of net sales for fiscal 2015, excluding the impact of any potential sale-leaseback transactions, reflecting an increase over levels experienced in fiscal 2013 and fiscal 2014 as we construct new distribution centers in Wisconsin and California in fiscal 2015. We expect to finance these requirements with cash generated from operations and borrowings under our amended and restated revolving credit facility. 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 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 2014, we entered into a First Amendment Agreement (the “Amendment”) to our amended and restated revolving credit facility, which increased the maximum borrowings under the amended and restated revolving credit facility to $600.0 million and extended the maturity date to May 21, 2019. Up to $550.0 million is available to our U.S. subsidiaries and up to $50.0 million is available to UNFI Canada. After giving effect to the Amendment, our amended and restated revolving credit facility provides a one-time option to increase the borrowing base by up to an additional $150.0 million (but in not less than $10.0 million increments) subject to certain customary conditions and the lenders committing to provide the increase in funding, and also permits us to enter into a real-estate backed term loan facility which shall not exceed $200.0 million.

The borrowings of the U.S. portion of the amended and restated revolving credit facility, prior to and after giving effect to the Amendment, 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 for the Canadian portion of the 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 ("CDOR") 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) a bankers' acceptance equivalent rate of the rate of interest per annum equal to the annual rates applicable to the Canadian Dollar bankers' acceptance on the "CDOR Page" of Reuter Monitor Money Rates Service, plus 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, prior to and after giving effect to the Amendment, must exclusively accrue interest under the CDOR rate plus the applicable margin. The amended and restated revolving credit facility includes an annual commitment fee in the amount of 0.30% if the average daily balance of amounts actually used (other than swing-line loans) is less than 40% of the aggregate commitments, or 0.25% if such average daily balance is 40% or more of the aggregate commitments. The amended and restated secured 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 under the amended and restated revolving credit facility is determined as the lesser of (1) $600.0 million or (2) the fixed percentages of our previous fiscal month-end eligible accounts receivable and inventory levels. As of January 31, 2015, our borrowing base, which was calculated based on our eligible accounts receivable and inventory levels, was $582.9 million. As of January 31, 2015, we had $364.6 million of borrowings outstanding under our amended and restated revolving credit facility and $36.2 million in letter of credit commitments and reserves which reduced our available borrowing capacity under our amended and restated revolving credit facility on a dollar for dollar basis. Our resulting remaining availability was $182.0 million as of January 31, 2015.

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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) $50.0 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 January 31, 2015.

On August 14, 2014, we entered into a real-estate backed Term Loan Agreement by and among us, our wholly-owned subsidiary Albert’s (together with the Company, the "Borrowers"), the financial institutions that are parties thereto as lenders (collectively, the “Lenders”), Bank of America, N.A. as administrative agent for the Lenders (the "Administrative Agent") and the other parties thereto. The total initial borrowings under the Term Loan Agreement were $150.0 million. We are required to make $2.5 million principal payments quarterly. The Term Loan Agreement will terminate on the earlier of (a) August 14, 2022 and (b) the date that is ninety days prior to the termination date of our amended and restated revolving credit facility, as amended. Under the Term Loan Agreement, we at our option may request the establishment of one or more new term loan commitments in increments of at least $10.0 million, but not to exceed $50.0 million in total, subject to the approval of the Lenders electing to participate in such incremental loans and the satisfaction of the conditions required by the Term Loan Agreement. We will be required to make quarterly principal payments on these incremental borrowings in accordance with the terms of the Term Loan Agreement. Proceeds from this Term Loan Agreement were used to pay down borrowings on our amended and restated revolving credit facility.

Borrowings under the Term Loan Agreement bear interest at rates that, at the Company's option, can be either: (1) a base rate generally defined as the sum of (i) the highest of (x) the Administrative Agent's prime rate, (y) the average overnight federal funds effective rate plus 0.50% and (z) one-month LIBOR plus one percent (1%) per annum and (ii) a margin of 1.50%; or, (2) a LIBOR rate generally defined as the sum of (i) LIBOR (as published by Reuters or other commercially available source) for one, two, three or six months or, if approved by all affected lenders, nine months (all as selected by the Company), and (ii) a margin of 2.50%. Interest accrued on borrowings under the Term Loan Agreement is payable in arrears. Interest accrued on any LIBOR loan is payable on the last day of the interest period applicable to the loan and, with respect to any LIBOR loan of more than three (3) months, on the last day of every three (3) months of such interest period. Interest accrued on base rate loans is payable on the first day of every month. The Company is also required to pay certain customary fees to the Administrative Agent. The Borrowers’ obligations under the Term Loan Agreement are secured by certain parcels of the Borrowers’ real property.

The Term Loan Agreement includes financial covenants that require (i) the ratio of our consolidated EBITDA (as defined in the Term Loan Agreement) minus the unfinanced portion of Capital Expenditures (as defined in the Term Loan Agreement) to our consolidated Fixed Charges (as defined in the Term Loan Agreement) to be at least 1.20 to 1.00 as of the end of any period of four fiscal quarters, (ii) the ratio of our Consolidated Funded Debt (as defined in the Term Loan Agreement) to our EBITDA for the four fiscal quarters most recently ended to be not more than 3.00 to 1.00 as of the end of any fiscal quarter and (iii) the ratio, expressed as a percentage, of our outstanding principal balance under the Loans (as defined in the Term Loan Agreement), divided by the Mortgaged Property Value (as defined in the Term Loan Agreement) to be not more than 75% at any time.

On January 23, 2015 we entered into a forward starting interest rate swap agreement with an effective date of August 3, 2015, which expires in August 2022 concurrent with the scheduled maturity of our Term Loan Agreement. This interest rate swap agreement has an initial notional amount of $140.0 million and provides for us to pay interest for a seven-year period at a fixed rate of 1.795% while receiving interest for the same period at the one-month LIBOR on the same notional principal amount. The interest rate swap agreement has an amortizing notional amount which adjusts down on the dates payments are due on the underlying term loan. The interest rate swap has been entered into as a hedge against LIBOR movements on $140.0 million of the current variable rate indebtedness under the Term Loan Agreement at one-month LIBOR plus 1.00% and a margin of 1.50%, thereby fixing our effective rate on the notional amount at 4.295%. The swap agreement qualifies as an “effective” hedge under ASC 815.

Net cash used in operations was $52.9 million for the six months ended January 31, 2015, an increase of $17.1 million from the $35.8 millionused in operations for the six months ended February 1, 2014. The primary reasons for the net cash used in operations for the six months ended January 31, 2015 were an increase in inventories of $92.5 million and an increase in accounts receivable of $50.8 million due to our sales growth during the year, including as a result of our acquisition of Tony's, partially offset by an increase in accounts payable of $20.1 million and net income of $60.9 million. 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 our sales growth during the year, partially offset by an increase in accounts payable of $19.0 million and net income of $55.7 million. Days in inventory remained consistent at 51 days at January 31, 2015, compared to August 2, 2014. Days sales outstanding remained consistent at 22 days at January 31, 2015 compared to August 2, 2014. Working capital increased by $121.3 million, or 14.2%, to $975.8 million at January 31, 2015, compared to working capital of $854.5 million at August 2, 2014.

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Net cash used in investing activities decreased$32.9 million to $66.3 million for the six months ended January 31, 2015, compared to $99.2 million for the six months ended February 1, 2014. The decrease from the six months ended February 1, 2014 was primarily due to a reduction in cash paid for acquisitions compared to fiscal 2014 coupled with a $20.2 million reduction in capital spending.

Net cash provided by financing activities was $131.1 million for the six months ended January 31, 2015. As noted above, we present proceeds from borrowings and repayments of borrowings related to our amended and restated revolving credit facility and term loan on a gross basis.  The net cash provided by financing activities was primarily due to gross borrowings under our revolving credit line and long-term debt of $438.3 million and $150.0 million, respectively, partially offset by repayments of our revolving credit line and long-term debt of $488.2 million and $5.5 million, respectively, as well as increases in bank overdrafts of $33.7 million. Net cash provided by financing activities was $138.6 million for the six months ended February 1, 2014, 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.

From time-to-time, we enter into fixed price fuel supply agreements. As of January 31, 2015, we had entered into agreements which require us to purchase a total of approximately 0.5 million gallons of diesel fuel at prices ranging from $3.13 to $3.92 per gallon through December 2015. As of February 1, 2014, we had entered into agreements which required 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. 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

During the six months ended January 31, 2015, the Company entered into the Term Loan Agreement. The total initial borrowings under the Term Loan Agreement were $150.0 million. The Company is required to make $2.5 million principal payments quarterly. The Term Loan Agreement will terminate on the earlier of (a) August 14, 2022 and (b) the date that is ninety days prior to the termination of our amended and restated revolving credit facility, as amended. Refer to Note 7 "Long-Term Debt" included in "Item 1. Notes to Condensed Consolidated Financial Statements" and "Liquidity and Capital Resources" above for further information regarding the Term Loan Agreement including the manner in which interest on borrowings under the Term Loan Agreement is calculated.

Proceeds from the Term Loan Agreement were used to pay down borrowings on our amended and restated revolving credit facility.

Except as noted above, there have been no material changes to our contractual obligations and commercial commitments during the six months ended January 31, 2015 from those disclosed in our Annual Report on Form 10-K for the year ended August 2, 2014.

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. As more fully described in Note 5 to the condensed consolidated financial statements, during the second quarter of fiscal 2015 we entered into a forward starting interest rate swap agreement to fix our effective interest rate for a portion of the borrowings under our term loan. In addition, from time to time we have used fixed price purchase contracts to lock the pricing on a portion of our expected diesel fuel usage. Other than noted, 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 2, 2014.

Item 4. Controls and Procedures

In the first half of fiscal year 2015, management identified immaterial errors related to the understatement of contractual obligations due to a customer that occurred during fiscal years 2009 through 2014. The immaterial errors were a result of a lack of effective controls over the completeness and accuracy of the recognition and measurement of amounts due to a customer, including the underlying data and assumptions used in the calculation of amounts owed. The internal controls in place during this time were not responsive to changes in circumstances.

While the control deficiency did not result in a material misstatement to the Company’s consolidated financial statements for any periods through and including the fiscal year ended August 2, 2014, or unaudited condensed consolidated financial statements for the first and second quarters of fiscal year 2015, it did represent a material weakness as of August 2, 2014, since there existed a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis. The correction of these immaterial errors is being recognized as out-of-period adjustments to the interim financial information covered by this Form 10-Q.

Evaluation of Disclosure Controls and Procedures.

The Company’s Chief Executive Officer and its Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of January 31, 2015. Our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of January 31, 2015. The Company is amending Item 9A of its Annual Report on Form 10-K as of August 2, 2014 and Item 4 of its Quarterly Report on Form 10-Q as of November 1, 2014 to reflect the conclusion by management that there was a material weakness in internal control over financial reporting as of the end of the periods covered by these reports.

For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Remediation and plans for remediation

The Company believes it has made significant progress toward remediation of the underlying causes of the material weakness.

The Company has initiated the following plans and actions to remediate this material weakness:

• Improve the design and operation of management’s review and analysis of the calculation including the cross-functional confirmation of the accuracy and completeness of the underlying data and assumptions; and

• Conduct the review and analysis on a quarterly basis.

The Company and its Board of Directors are committed to maintaining a strong internal control environment, and believe that these remediation efforts represent significant improvements in our control environment. The identified material weakness in internal control will not be considered fully addressed until the internal controls over these areas have been in operation for a sufficient period of time for our management to conclude that the material weakness has been fully remediated. The Company will continue to work on implementing and testing the new controls in order to make this final determination.

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Changes in Internal Controls Over Financial Reporting

No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) occurred during the fiscal quarter ended January 31, 2015 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As discussed above, subsequent to the issuance of our consolidated financial statements as of and for the fiscal year ended August 2, 2014, immaterial errors related to prior periods were identified that indicated certain deficiencies existed in the Company’s internal controls over financial reporting. The Company has concluded that these deficiencies when aggregated could have resulted in a material misstatement of the consolidated financial statements that would not have been prevented or detected on a timely basis, and as such, these control deficiencies result in a material weakness in our internal control over financial reporting. This material weakness did not result in any material misstatement of the Company’s financial statements and disclosures for the fiscal years ended July 28, 2012, August 3, 2013 and August 2, 2014. As discussed above, we are taking actions to remediate the material weakness related to our internal controls over the calculations of the contractual obligations owing to a customer pursuant to the Company’s distribution agreement with the customer, including new controls around the preparation and review of the calculation of amounts due to the customer. The identified material weakness in internal control over financial reporting will not be considered fully addressed until the internal controls over these areas have been in operation for a sufficient period of time for our management to conclude that the material weakness has been fully remediated. The Company will continue to work on implementing and testing the new controls in order to make this final determination.

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

Except as set forth below, 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 2, 2014.

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. As disclosed in our Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended August 2, 2014. in our Amendment No.1 to our Quarterly Report for the period ended November 1, 2014 and this quarterly report, management identified immaterial errors related to prior financial reporting periods that indicated certain deficiencies existed in our internal control over financial reporting. Management has concluded that, for the reporting period ended August 2, 2014, these deficiencies, when aggregated, could have resulted in a material misstatement of the consolidated financial statements that would not have been prevented or detected on a timely basis, and as such, these control deficiencies resulted in a material weakness in our internal control over financial reporting as of August 2, 2014.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have taken a number of actions to rectify the underlying causes of the material weakness and are actively engaged in further steps as part of a comprehensive remediation plan designed to resolve this material weakness in a prompt fashion. Although this material weakness has not required us to restate our financial results, if we are unable to satisfactorily address the deficiencies underlying this material weakness in a timely fashion, or if additional material weaknesses in our internal control over financial reporting are discovered or occur in the future, then our consolidated financial statements may contain material misstatements and we could be required to restate our financial results and the price of our common stock could be adversely impacted.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected. We continue to implement, improve and refine our disclosure controls and procedures and our internal control over financial reporting.

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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*	Amended and Restated Bylaws of the Registrant (restated for SEC filing purposes only).
10.1*	Second Amendment to Lease between ALCO Cityside Federal LLC and the Registrant, dated May 10, 2011.
10.2*	Third Amendment to Lease between ALCO Cityside Federal LLC and the Registrant, dated August 7, 2013.
10.3*	Fourth Amendment to Lease between ALCO Cityside Federal LLC and the Registrant, dated October 20, 2014.
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 January 31, 2015, 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, 2015

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EX-3.1

Exhibit 3.1

[Restated electronically for

SEC filing purposes only]

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

UNITED NATURAL FOODS, INC.

******************************

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 a majority 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.

TWELFTH. Stockholders of the Corporation may not take any action by written consent in lieu of a meeting.

THIRTEENTH. Special meetings of stockholders may be called at any time by 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 and, subject to the provisions of the Corporation’s By-Laws, a special meeting of the stockholders shall be called by the Secretary of the Corporation upon written request of the holders of record of at least twenty-five percent (25%) of the voting power of all outstanding shares of Common Stock entitled to vote at such meeting, such voting power to be calculated and determined in the manner specified, and with any limitations as may be set forth, in the Corporation’s By-Laws. Subject to the rights of the holders of any shares of Preferred Stock issued and outstanding at such time, special meetings of stockholders may not be called by any other person or persons. 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.

.

EX-3.2

Exhibit 3.2

[Restated electronically for

SEC filing purposes only]

AMENDED AND RESTATED BYLAWS OF

UNITED NATURAL FOODS, INC.

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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.

(a)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, and, subject to the requirements of this Section 1.3 and such other sections of these Bylaws as are applicable, a special meeting of the stockholders shall be called by the Secretary of the corporation upon written request to the Secretary of the corporation (each such request, a “Special Meeting Request” and such meeting a “Stockholder Requested Special Meeting”) of the holders of record of at least twenty-five percent (25%) of the voting power of all outstanding shares of common stock of the corporation (the “Common Stock”) entitled to vote at such meeting, which shares are determined to be “Net Long Shares” (as defined below) (the “Requisite Percentage”), who have held such shares continuously for at least one year prior to the date such Special Meeting Request is delivered to the Secretary of the corporation (such period, the “One-Year Period”) and who have complied in full with the requirements set forth in these Bylaws. A special meeting of stockholders may be held at such date, time and place, if any, within or without the State of Delaware as may be designated by the Board of Directors; provided, however, that the date of any Stockholder Requested Special Meeting shall be not more than 90 days after a Special Meeting Request(s) satisfying the requirements set forth in these Bylaws and representing the Requisite Percentage is received by the Secretary of the corporation. Business transacted at any special meeting of stockholders, including any Stockholder Requested Special Meeting, shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

For purposes of determining the Requisite Percentage, “Net Long Shares” shall mean those shares of Common Stock as to which the stockholder(s) of record making the Special Meeting Request or beneficial owner(s), if any, on whose behalf the Special Meeting Request is being made (each such record owner and beneficial owner, a “Requesting Stockholder”) possesses (x) the sole power to vote or direct the voting, (y) the sole economic incidents

of ownership (including the sole right to profits and the sole risk of loss), and (z) the sole power to dispose of or direct the disposition. The number of shares calculated in accordance with clauses (x), (y) and (z) shall not include any shares (1) sold by such stockholder in any transaction that has not been settled or closed, (2) borrowed by such stockholder for any purposes or purchased by such stockholder pursuant to an agreement to resell or (3) subject to any option, warrant, derivative or other agreement or understanding, whether any such arrangement is to be settled with shares of Common Stock or with cash based on the notional amount of shares subject thereto, in any such case which has, or is intended to have, the purpose or effect of (A) reducing in any manner, to any extent or at any time in the future, such stockholder’s rights to vote or direct the voting and full rights to dispose or direct the disposition of any of such shares or (B) offsetting to any degree gain or loss arising from the sole economic ownership of such shares by such stockholder. Whether shares of Common Stock constitute “Net Long Shares” shall be decided by the Board of Directors in its reasonable determination.

(b)To be in proper form and valid, a Special Meeting Request must be signed by the holders of the Requisite Percentage (or their duly authorized agents), be delivered to the Secretary of the corporation at the corporation’s principal executive offices by registered mail, return receipt requested or by nationally recognized private overnight courier service and shall (A) set forth a statement of the specific purpose or purposes of the meeting and the matters proposed to be acted on at such special meeting (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (B) bear the date of signature of each stockholder (or duly authorized agent) signing the request, (C) set forth (w) the name and address, as they appear in the corporation’s books, of each stockholder signing such request (or on whose behalf the request is signed), (x) the number of Net Long Shares held by such stockholder, (y) include documentary evidence that the stockholders held the Requisite Percentage as of the Request Date and that such shares have been held continuously for the One-Year Period, provided that if any of the stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request must also include documentary evidence (or, if not simultaneously provided with the request, such documentary evidence must be delivered to the Secretary of the corporation within ten (10) days after the Request Date) that the beneficial owners on whose behalf the request is made held, together with any requesting stockholders who are beneficial owners, the Requisite Percentage as of the Request Date and continuously for the One-Year Period and (z) a certification from the stockholder submitting the request that the stockholders signing the request in the aggregate satisfy the Requisite Percentage, (D) describe any material interest of each such stockholder in the specific purpose or purposes of the meeting, (E) contain any other information that would be required to be provided by a stockholder seeking to nominate directors or bring an item of business before an annual meeting of stockholders pursuant to Section 1.10 and Section 1.11, respectively, of these Bylaws, (F) include an acknowledgment by each stockholder and any duly authorized agent that any reduction in Net Long Shares owned by such stockholder as of the date of delivery of the Special Meeting Request and prior to the record date for the proposed Stockholder Requested Special Meeting shall constitute a revocation of such request to the extent of such reduction, and (G) include an agreement by each stockholder and any duly authorized agent to notify the corporation promptly in the event of any decrease in Net Long Shares held by such stockholder following the delivery of the Special Meeting Request and prior to the Stockholder Requested Special Meeting. In addition, the stockholder and any duly authorized agent shall promptly provide any other information reasonably requested by the corporation.

Each Requesting Stockholder is required to update and supplement the Special Meeting Request delivered by or on its behalf pursuant to this Section 1.3(b), if necessary, so that the information provided in such Special Meeting Request or required to be provided in such Special Meeting Request by (i) Section 1.10 of these Bylaws as to any nominations proposed to be presented at the Stockholder Requested Special Meeting and as to the stockholder(s) proposing such nominations and/or (ii) Section 1.11 of these Bylaws as to the business proposed to be conducted at the Stockholder Requested Special Meeting and as to the stockholder(s) proposing such business shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Stockholder Requested Special Meeting, and such update and supplement shall be received by the Secretary of the corporation at the principal executive offices of the corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Stockholder Requested Special Meeting. The Requesting Stockholder(s) also shall certify to the corporation in writing on the day prior to the Stockholder Requested Special Meeting as to whether the Requesting Stockholder(s) continues to satisfy the Requisite Percentage.

(c)In determining whether a special meeting of stockholders has been requested by the record holders of shares representing in the aggregate at least the Requisite Percentage who have held such shares continuously for the One-Year Period, multiple Special Meeting Requests delivered to the Secretary of the corporation will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting, in each case as determined by the Board of Directors (which, if such purpose is the nominating of a person or persons for election to the Board of Directors, will mean that the exact same person or persons are nominated in each relevant Special Meeting Request), and (ii) such Special Meeting Requests have been dated and delivered to the Secretary of the corporation within sixty (60) days of the earliest dated Special Meeting Request. A stockholder may revoke a Special Meeting Request at any time by written revocation delivered to the Secretary of the corporation. If, following such revocation, there are unrevoked requests from stockholders representing in the aggregate less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the special meeting.

(d)At any Stockholder Requested Special Meeting, the business transacted shall be limited to the purpose(s) stated in the Special Meeting Request; provided, however, that the Board of Directors shall have the authority in its discretion to submit additional matters to the stockholders and to cause other business to be transacted. Notwithstanding the foregoing provisions of this Section 1.3, a Stockholder Requested Special Meeting shall not be held if (i) the Special Meeting Request does not comply with these Bylaws, (ii) the business specified in the Special Meeting Request is not a proper subject for stockholder action under applicable law, (iii) the Board of Directors has called or calls for an annual or special meeting of stockholders to be held within ninety (90) days after the Secretary of the corporation receives the Special Meeting Request and the Board of Directors determines that the business of such meeting includes (among any other matters properly brought before the annual or special meeting) the business specified in the Special Meeting Request, (iv) the Special Meeting Request is received by the Secretary of the corporation during the period commencing 90 days prior to the anniversary date of the prior year’s annual meeting of stockholders and ending on the date of the final adjournment of the next annual meeting of stockholders, (v) an identical or substantially similar item (a “Similar Item”) was presented at any meeting of stockholders held within ninety (90) days prior to receipt by the Secretary of the corporation of the Special Meeting Request (and, for purposes of this clause (v), the nomination, election or removal of directors shall be deemed a “Similar Item” with respect to all items of business involving the nomination, election or removal of directors, the changing of the size of the Board of Directors and the filling of vacancies and/or newly created directorships), or (vi) the Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended, or other applicable law.

(e)Except to the extent previously determined by the Board of Directors in connection with a Special Meeting Request, the chairperson of the Stockholder Requested Special Meeting shall determine at such meeting whether any proposed business or other matter to be transacted by the stockholders has not been properly brought before the special meeting and, if he or she should so determine, the chairperson shall declare that such proposed business or other matter was not properly brought before the meeting and such business or other matter shall not be presented for stockholder action at the meeting. In addition, notwithstanding the foregoing provisions of this Section 1.3, unless otherwise required by law, if the Requesting Stockholder(s) (or a qualified representative of the stockholder) does not appear at the Stockholder Requested Special Meeting to present a nomination or other proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation.

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 must be delivered to or mailed and received at the principal executive offices 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. 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 a majority 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. 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.

EX-10.1

Exhibit 10.1

Second Amendment to Lease

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made effective May 10, 2011 (the “AmendmentEffective Date”), by and between ALCO CITYSIDE FEDERAL LLC, a Rhode Island limited liability company (“Landlord”) and UNITED NATURAL FOODS, INC., a Delaware corporation (“Tenant”).

WHEREAS, Landlord currently leases to Tenant those certain premises consisting of approximately 52,560 rentable square feet of space (the “Premises”) on the first and second floors of Building 52 and the second floor of Building 51 in the Project known as the American Locomotive Works located at 317 Iron Horse Way, Providence, Rhode Island (the “Building”) pursuant to a Lease Agreement between Landlord and Tenant dated October 16, 2008, and amended May 12, 2009 (the “Lease”). Capitalized terms used but not herein defined shall have the meaning ascribed to them in the Lease; and

WHEREAS, Tenant desires to lease additional space for office use on the first floor of Building 52 consisting of approximately 17,295 rentable square feet of space (the “Additional Premises”); and

WHEREAS, Landlord and Tenant desire to amend the Lease upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

1. Amendments.

a.Section 1.1 is amended by inserting the following language as the first definition:

““Additional Premises” means approximately 17,295 rentable square feet on the first floor of Building 52, as more particularly depicted in Exhibit B-1, attached hereto and made a part hereof.”

b.Section 1.1 is further amended by deleting the first sentence of the definition of “Base Operating Cost” and inserting the following in lieu thereof:

““Base Operating Cost” means Operating Costs incurred for the Premises during the 2012 calendar year (the “Base Year”).”

c.Section 1.1 is further amended by deleting the definition of “Base Taxes” and inserting the following in lieu thereof:

““Base Taxes” means Taxes on the Building and underlying tax parcel incurred for the calendar year 2012.”

d.Section 1.1 is further amended by deleting the definition of “Building” and inserting the following in lieu thereof:

““Building” means the building located at 317 Iron Horse Way in Providence, Rhode Island, and commonly known as American Locomotive Works, consisting of two buildings known as “Building #51” and “Building #52”. For purposes of this Lease, the total rentable square footage of the Building is 199,706 of space. The Building is more particularly shown on Exhibit A, subject to adjustment from time to time.”

e.Section 1.1 is further amended by inserting the following language between the words “depicted on Exhibit B;” and “provided, that if” in the definition of “Premises”:

“plus, upon and after the Additional Premises Commencement Date, the Additional Premises, for a total of 69,855 rentable square feet of space; ”

f.Section 1.1 is further amended by deleting the definition of “Lease Year” and inserting the following in lieu thereof:

“Lease Year” means the (a) period commencing on the Additional Premises Commencement Date and terminating at 11:59 p.m. on the first anniversary of the last day of the month in which the Additional Premises Commencement Date occurs, and (b) each successive period of twelve (12) calendar months thereafter during the Term; ”

g.Section 3.1.1 is hereby deleted in its entirety and the following is inserted in lieu thereof:

“3.1.1    This Lease shall be for a term (the “Original Term”) commencing (i) for the Premises (excluding the Additional Premises) (the “Initial Premises”), on the Effective Date, and (ii) for the Additional Premises, upon Substantial Completion of the Additional Landlord’s Work (as hereinafter defined) (the “Additional Premises Commencement Date”). The Original Term shall end on the date which is ten years from the Additional Premises Commencement Date (the “Termination Date”). The revised commencement date of the Original Term and Additional Premises Commencement Date shall be indicated by execution of Exhibit D-1 attached hereof(the “Additional Premises Commencement Amendment”).”

h.Section 3.1.2 is amended by inserting the following language at the end of the first sentence:

“Notwithstanding the foregoing, monthly payments of Base Rent, Additional Rent and all other charges relating to the Additional Premises shall commence on the Additional Premises Commencement Date.”

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i.Section 3.3 is amended by deleting references to “Section 4.10” and substituting “Section 4.1” in lieu thereof.

j.Section 4.3.1 is amended by inserting the following language at the end of the Section:

“From and after 2012, Operating Costs shall be calculated from cost increases to 2012 Operating Costs. Such Additional Rent shall be applied to the Premises, with a total Tenant’s Proportional Share of 34.98%.  There will be no “look back” for any Additional Rent on the Initial Premises. By way of example, if common area utilities are $40,000 in 2011, and increase to $45,000 in 2012, the Tenant’s Additional Rent would increase by (.95 x .3498 x $5,000) = $1,661.55 per year, or $.023/rsf for 69,855 rsf.”

k.Section 4.1(a) is hereby deleted in its entirety and Tenant shall pay to Landlord an annual rent (the “Base Rent”) as set forth on Schedule 4.1(a), which is hereby inserted in lieu of Section 4.1(a).

l.Section 4.1(b) is hereby deleted in its entirety and Tenant shall pay to Landlord an annual Base Rent for the first Renewal Term as set forth on Schedule 4.1(b), which is hereby inserted in lieu of Section 4.1(b).

m.Section 4.2 is amended by inserting the following language at the end of the last sentence:

“As of the Additional Premises Commencement Date, Landlord shall adjust the Additional Rent as necessary in accordance with the terms of the Lease.”

n.Section 6.5.3(b) is amended by inserting the following language between the words “210 parking spaces” and “, which parking spaces”:

“; provided, however, that as of the Additional Premises Commencement Date, Tenant shall have the non-exclusive right to use 69 additional parking spaces in the Parking Area.”

o.Section 10.1.1 is amended by inserting the foregoing at the end:

“Notwithstanding the foregoing, the definition of “Landlord’s Work” includes the improvements set forth in Exhibit C-1, attached hereto and made a part hereof (the “Additional Premises Landlord’s Work”), as may be further refined by the agreement of the parties; provided, however, that Landlord’s costs and expenses for the Additional Premises Landlord’s Work shall not exceed an aggregate of Nine-Hundred Fifty One Thousand, Two Hundred Twenty Five Dollars ($951,225) (the “Cap”). Any costs or expenses for the Additional Premises Landlord’s Work above the Cap, up

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to Six Hundred Fifty-Thousand Dollars ($650,000), shall be the sole responsibility of Tenant and shall be deemed an Additional Premises Tenant Excess. Upon the Substantial Completion of the Additional Premises Landlord’s Work and prior to the Additional Premises Commencement Date, the Additional Premises Base Rent in Schedule 4.1(a) shall increase by an amount calculated by the Landlord by amortizing the sum of all of the Landlord’s costs and expenses relating to the Additional Premises Tenant Excess work greater than the Cap at an interest rate of 12% per annum over a period of five years, payable monthly as Additional Premises Base Rent for 60 months. Within forty-five (45) days of Substantial Completion for the Additional Premises, Landlord shall update Schedule 4.1 (A) to reflect the actual Base Rent lease costs as a result of any Additional Premises Tenant Excess costs. Landlord shall review final Additional Premises Tenant Excess costs with Tenant prior to preparing final adjusted Base Rent schedule.”

p.Section 10.1.3 is amended by inserting the foregoing at the end:

“For purposes of the Additional Premises Landlord’s Work, the initial Tenant’s Construction Contact shall be Thomas Dziki, and the initial Landlord’s Construction Contact shall be Sam Bradner.”

2. Miscellaneous. Upon and after the date of this Amendment all references to the Lease shall mean the Lease as modified and amended by this Amendment. Except as expressly provided in this Amendment, the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any non-compliance with the provisions of the Lease, and, except as specifically provided in this Amendment, the Lease shall remain in full force and effect. The parties hereto each hereby ratify and confirm the Lease as amended hereby. This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Lease, the Exhibits attached thereto, and this Amendment hereby contains the entire agreement of the parties with respect to the subject matter hereof. Each provision of this Amendment shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Amendment which are valid. The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the respective parties hereto. This Amendment and all questions arising hereunder shall be determined in accordance with the internal law of the State of Rhode Island, without regard to the choice of law provisions thereof.

[Signatures appear on the following page]

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment on the date written first above.

LANDLORD:		ALCO CITYSIDE FEDERAL LLC, a Rhode Island limited liability company, by its manager, ALCO 85 MANAGER LLC, a Rhode Island limited liability company
/s/ Charles M. Eccles		By:	/s/ Carl W. Struever
Witness:	Charles M. Eccles	Name:	Carl W. Struever
		Title:	President
TENANT:		UNITED NATURAL FOODS, INC. a Delaware corporation
/s/ Dawn Lemay		By:	/s/ Thomas A. Dziki
Witness:	Dawn Lemay	Name:	Thomas A. Dziki
		Title:	CHRSO

EXHIBIT B-1

ADDITIONAL PREMISES

Exhibit C-1

Additional Premises Landlord’s Work

Drawings and specifications are prepared by Durkee Brown Architects / AHA consulting

engineers.

ARCHITECTURAL
1.	A000 -	Symbols, abbreviations, and drawling list - Dated 3-11-2011
2.	A200 -	Key/Code Plans - Dated 3-11-2011
3	A201 -	1st floor demolition and construction plans - Dated 3-11-2011
4.	A202 -	Building section and enlarged floor plans - Dated 3-11-2011
5.	A500 -	New vestibule plan, Elevations, and Sections - Dated 3-11-2011
6.	A501 -	Stair and Ramp details and sections - Dated 3-11-2011
7	A600 -	Interior elevations and cabinet schedule - Dated 3-11-2011
8.	A700 -	First floor finish plans - Dated 3-11-2011
9.	A800 -	Wall Types and door schedule - Dated 3-11-2011
10.	A801 -	Miscellaneous interior details and ceiling details - Dated 3-11-2011
11.	A900 -	First floor reflected ceiling plan - Dated 3-11-2011
HVAC DRAWINGS
1.	H-001 -	Building 52 first floor legend and general notes - Dated 3-18-2011
2.	H-002 -	Building first floor schedule plan - Dated 3-18-2011
3.	H-003 -	Building 52 first floor details sheet 1 of 2 plan - Dated 3-18-2011
4.	H-004 -	Building 52 first floor details sheet 2 of 2 plan - Dated 3-18-2011
5.	HD-100 -	Building 52 first floor demo duct plan - Dated 3-18-2011
6.	HD-101 -	Building 52 first floor demo pipe plan - Dated 3-18-2011
7.	H-100 -	Building 52 first floor new duct plan - Dated 3-18-2011
8.	H-101 -	Building 52 first floor ne piping plan - Dated 3-18-2011
ELECTRICAL DRAWINGS
1.	E001 -	Electrical LEGEND AND NOTES - Dated 3-18-2011
2.	E002 -	Electrical SCHEDULES AND RISER DIAGRAM - Dated 3-18-2011
3.	E003 -	Electrical schedules - Dated 3-18-2011
4.	E004 -	Electrical details - Dated 3-18-2011
5.	E101 -	Building 52 electrical first floor lighting plan - Dated 3-18-2011
6.	E201 -	Building 52 electrical first floor power plan - Dated 3-18-2011
7.	E201A -	Building 52 electrical first floor cable tray plan - Dated 3-18-2011
8.	E301 -	Building 52 electrical first floor existing plan - Dated 3-18-2011

PLUMBING DRAWINGS
1.	P001 -	Building 52 plumbing legend and diagrams - Dated 3-18-2011
2.	P101U -	Building 52 underground plumbing plan - Dated 3-18-2011
3	P101 -	Building 52 first floor plumbing plan - Dated 3-18-2011
FIRE ALARM DRAWINGS
1.	FA001 -	Fire alarm legend, details notes and specifications - Dated 3-18-2011
2.	FA101 -	Building 52 fire alarm first floor plan - Dated 3-18-2011
FIRE PROTECTION DRAWGINS
1.	FP001 -	Fire protection legend, details notes and specifications - Dated 3-18-2011
2.	FP101 -	Building 52 fire alarm first floor plan - Dated 3-18-2011
SPECIFICATIONS - Project manual and specifications permit documents, Dated March 18, 2011
ADDENDUM 1 - Revised the following drawings and updated specification section 091100
1.	A201 -	SKA 1 - Dated 3-30-2011
2.	A202 -	SKA 2 - Dated 3-30-2011
3.	A600 -	Dated 3-30-2011
4.	A700 -	Dated 3-30-2011
5.	H102 -	SKH 1 - Dated 3-30-2011
6.	E201 -	SKH 1 and 2 - Dated 3-30-2011
7.	S101 -	Dated 3-30-2011 - Dated 3-30-2011
ADDENDUM 2 - 4 hand sketches, Dated April 25, 2011
UNFI MASTER BUDGET, Dated April 27, 2011

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Exhibit D-1

Additional Premises Commencement Amendment

This Additional Premises Commencement Amendment is made and entered into the _____ day of _____ 2011 pursuant to the terms of a Second Amendment to the Lease Agreement (all capitalized terms, except as otherwise provided herein, shall have the same meanings given to them in the Lease) between Landlord and Tenant dated the October 16, 2008 and amended May 12, 2009 (the “Lease”).

1. Tenant and Landlord explicitly acknowledge and agree to the following applicable dates relating to the Lease:

1.1.     Commencement Date of the Additional Premises Term:

Month:___________ Day:____________, Year:__________

1.2. Expiration date of the Additional Premises Term:

Month:___________ Day:____________, Year:__________

2.    Tenant and Landlord explicitly acknowledge and agree that Tenant has accepted the Property “as is” in accordance with the terms and conditions of the Lease and that Landlord has provided Tenant with a Certificate of Occupancy.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment on the date written first above.

LANDLORD:	ALCO CITYSIDE FEDERAL LLC, a Rhode Island limited liability company, by its manager, ALCO 85 MANAGER LLC, a Rhode Island limited liability company
	By:
Witness:	Name:
	Title:
TENANT:	UNITED NATURAL FOODS, INC. a Delaware corporation
	By:
Witness:	Name:
	Title:

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SCHEDULE 4.1(A)

BASE RENT SCHEDULE FOR ORIGINAL AND ADDITIONAL PREMISES

EX-10.2

Exhibit 10.2

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made this 7th day of August, 2013, by and between ALCO CITYSIDE FEDERAL LLC, a Rhode Island limited liability company (“Landlord”) and UNITED NATURAL FOODS, INC., a Delaware corporation (“Tenant”).

R1. Landlord currently leases to Tenant those certain premises consisting of approximately 69,855 rentable square feet of space (the “Premises”) on the first and second floors of Building 52 and the second floor of Building 51 in the Project known as the American Locomotive Works located at 317 Iron Horse Way, Providence, Rhode Island (the “Building”) pursuant to a Lease Agreement dated October 16, 2008, amended May 12, 2009, and May 10, 2011 between Landlord and Tenant (the “Lease”).

R2. Tenant desires to lease additional space for office use consisting of approximately 1,450 rentable square feet known as the Berliet Room on a short-term basis on the first floor of Building 52 (the “Additional Premises”).

R3. Landlord and Tenant desire to amend the Lease upon the terms and conditions set forth below.

R4. The “Effective Date” for purposes of this amendment shall be August 8, 2013.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:

1.Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lease.

2.Premises and Additional Premises. As of the “Effective Date”, the Premises and Additional Premises shall be defined as follows:

A.Premises as defined in Section 1.1 shall mean approximately 69,855 square feet on the first and second floor of Building 52 and the second floor of Building 51, and Additional Premises shall mean approximately 1,450 rentable square feet known as the Berliet Room in Building 52.

3.Term. The term of the Lease for the Additional Premises shall be for three months, commencing on the Effective Date of this Amendment. Monthly payments of Base Rent, Additional Rent and all other charges under this Lease for the Additional Premises shall commence on the Effective Date.

4.Rent. Base Rent for the Additional Premises shall be $2,175.00 on a monthly basis. There shall be no other rent charges due and owing by the Tenant for the Additional Premises, except as set forth in Section 6 of the Lease.

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5.Additional Charges. Landlord and Tenant shall agree on allocation of electrical expenses consistent with existing requirements of Premises. If monitored electrical expenses exceed 110% of this requirement, Tenant agrees to pay the difference.

6.Improvements. Prior to occupying the Premises, Tenant upon Landlord's reasonable request will submit plans for any improvements necessary to occupy as temporary office space, provided that all improvements will require approval by the Landlord and may be required to be removed at Landlord's request and Tenant's expense at the conclusion of the Term. Landlord shall have the right to reasonably limit the type, size, and location of improvements. Landlord and Tenant shall decide on a mutually acceptable window treatment to be installed by Licensee for storefront windows on the east (Lobby) and west (Courtyard) side of the space.

7.Delivery of Additional Premises. The Additional Premises shall be delivered to Tenant in broom clean condition. Tenant shall otherwise accept the Additional Premises on an “as-is” basis with no further warranties or representations from the Landlord, except that Landlord warrants that, to its knowledge, the Additional Premises are free of hazardous materials. Any improvements to the Additional Premises made by Tenant must be approved in advance by Landlord.

8.Option to Renew. Upon expiration of the above Term, Tenant shall have the option to renew this agreement for (2) periods of (30) days. Rent and additional charges for additional charges shall be as stated in 4 and 5 above.

9.Survival and Conflict. The Lease shall remain in full force and effect, fully binding on Landlord and Tenant and unmodified except as expressly provided herein. In the event of any conflict between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall govern.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment on the date written first above.

LANDLORD:	ALCO CITYSIDE FEDERAL LLC, a Rhode Island limited liability company
	By:	(SEAL)
Witness	Name:
	Title:

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TENANT:	UNITED NATURAL FOODS, INC. a Delaware corporation
	By:	/s/ Thomas A. Dziki (SEAL)
Witness	Name:	Thomas A. Dziki
	Title:	CHRSO

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EX-10.3

Exhibit 10.3

FOURTH AMENDMENT TO OFFICE LEASE

THIS FOURTH AMENDMENT TO OFFICE LEASE (the “Amendment”) is entered into as of the 20th day of October, 2014, by and between ALCO CITYSIDE FEDERAL, LLC, a Rhode Island limited liability company (“Landlord”), and UNITED NATURAL FOODS, INC., a Delaware corporation (“Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain Office Lease, dated October 16, 2008, as amended by that certain First Amendment to Office Lease by and between Landlord and Tenant, dated as of May 12, 2009, as further amended by that certain Second Amendment to Lease by and between Landlord and Tenant, dated as of May 10, 2011, and as further amended by that certain Third Amendment to Lease by and between Landlord and Tenant, dated as of August 7, 2013 (collectively, the “Lease”), whereby Landlord has demised to Tenant certain space consisting of approximately 69,855 rentable square feet in the aggregate on the first (1^st) and second (2^nd) floors of Building #52 and the second (2^nd) floor of Building #51 (the “Current Leased Premises”) of the American Locomotive Works complex located at 315 Iron Horse Way, Providence, Rhode Island (the “Property”);

WHEREAS, the Current Leased Premises are referred to in the Lease as the Premises;

WHEREAS, Tenant desires to additionally lease from Landlord approximately 1,542 rentable square feet on the first (1^st) floor of Building #52 on the Property and 30,753 rentable square feet on the third (3^rd) floor of Building #51 on the Property (for a total of 32,295 rentable square feet), which additional space is shown on the plan attached hereto as Exhibit A (collectively, the “Additional Leased Premises”);

WHEREAS, the Current Leased Premises and the Additional Leased Premises are hereafter sometimes collectively defined as the “Leased Premises”;

WHEREAS, in connection with the lease of the Additional Leased Premises, Landlord and Tenant have agreed to amend and modify the Lease in certain respects as more particularly set forth in this Amendment; and

WHEREAS, Landlord and Tenant desire to confirm their understanding and agreement with respect to the foregoing matters pursuant to the terms and provisions of this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Capitalized Terms. Any capitalized terms used in this Amendment but not defined herein shall have the definition set forth in the Lease.

2.Additional Leased Premises. Tenant agrees to lease from Landlord, and Landlord agrees to lease to Tenant, the Additional Leased Premises.

3.Commencement Date of the Additional Leased Premises. The commencement date for the inclusion of the Additional Leased Premises as part of the Premises, and the date on which the terms of this Amendment shall supersede all previous terms and conditions of the Lease, as applicable, shall be the date that is the earlier to occur of: (i) May 1, 2015 (the “Fixed Date”), (ii) the date Landlord delivers the Additional Leased Premises to Tenant with the Landlord’s Work Substantially Complete (as those terms are hereinafter defined), or (iii) the date Tenant occupies the Additional Leased Premises (the earlier to occur of the foregoing events is hereinafter referred to as the “New Lease Term Commencement Date”). The parties shall promptly confirm the New Lease Term Commencement Date in writing. The above provision with respect to the determination of the New Lease Term Commencement Date under clause (ii) above in this Section 3 is subject to modification as provided in Section 10(F) below, and the Fixed Date provision is subject to Section 10(G) below. Commencing on and after the New Lease Term Commencement Date, the Leased Premises will be deemed to contain 102,150 rentable square feet in the aggregate for all purposes under the Lease.

4.Term. Upon the occurrence of the New Lease Term Commencement Date, the Term of the Lease shall be for a period of ten (10) years.

5.Commencement Date of Base Rent. The commencement date for the payment of Base Rent for the Leased Premises (including both the Current Leased Premises and the Additional Leased Premises) shall be the New Lease Term Commencement Date.

6.Base Rent. Until the New Lease Term Commencement Date, Tenant shall continue to pay minimum Base Rent, additional rent for Taxes, Operating Costs and other charges payable by Tenant with respect to the Current Leased Premises as presently set forth in the Lease. From and after the New Lease Term Commencement Date, the Base Rent for the Leased Premises (including both the Current Leased Premises and the Additional Leased Premises) shall be as follows:

Period	Yearly Base Rent	Monthly Base Rent
1st, 2nd & 3rd Years	$2,298,205.00	$191,517.08
4th & 5th Years	$2,474,990.00	$206,249.16
6th & 7th Years	$2,576,010.00	$214,667.50
8th, 9th & 10th Years,	$2,677,030.00	$223,085.83

Each annual period shall commence on and as of the New Lease Term Commencement Date, and the parties shall promptly confirm the final rent schedule in a letter agreement executed by both parties. The failure to execute such a confirmatory letter agreement shall not, however, delay the occurrence of the New Lease Term Commencement Date.

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7.Additional Rent.

A.Tenant’s Proportionate Share. Based upon the Leased Premises containing 102,150 rentable square feet and the Property containing 201,088 rentable square feet of space, commencing on and as of the New Lease Term Commencement Date, “Tenant’s Proportionate Share” (as defined in Section 1.1 of the Lease) shall be 50.80%.

B.Real Estate Taxes & Operating Costs. Tenant shall continue to pay escalations in Operating Costs and Taxes (as such terms are defined in the Lease) on the Current Leased Premises in accordance with the terms and provisions of the Lease. Commencing on the New Lease Term Commencement Date, for purposes of calculating the additional rent to be paid for Operating Costs with respect to the Additional Leased Premises only, the Base Year for Operating Costs shall be calendar year 2015. For purposes of calculating the Taxes to be paid with respect to the Additional Leased Premises only, the Base Taxes shall be Taxes payable by Landlord during the 2015 calendar year on the real estate comprising the Project including, without limitation, the Building and all other improvements thereon. For the avoidance of doubt, Tenant’s Proportionate Share with respect to the payment by Tenant of Tenant’s Share of Increased Operating Costs and Tenant’s Share of Increased Taxes as provided in the existing Lease with respect to the Current Leased Premises is 34.98% and Tenant’s Proportionate Share with respect to payment by Tenant of Tenant’s Share of Increased Operating Costs and Tenant’s Share of Increased Taxes payable as provided in the Lease (as amended hereby) with respect to the Additional Leased Premises is 15.82%.

8.Electricity. Tenant shall pay for electricity serving the Leased Premises during the Term based upon the existing Lease provisions.

9.HVAC. The HVAC operating hours and performance specifications for the Leased Premises shall be in accordance with the existing terms and provisions of the Lease.

10.Construction of Additional Leased Premises.

A. Landlord’s Work. The Landlord shall, at its sole cost and expense (except as set forth herein), diligently complete the improvements to the Additional Leased Premises in a good and workmanlike manner, in accordance with all applicable laws and governmental requirements and in accordance with the Final Plans (as hereinafter defined), as well as the scope of work and specifications attached hereto as Exhibit B-1 (hereinafter collectively referred to as the “Landlord’s Work”).Landlord shall provide Tenant with as-built CAD files for the Additional Leased Premises after completion of Landlord’s Work. Landlord recognizes that Landlord’s Work is being done primarily on the third floor of a building, the first two floors of which are in use by Tenant, and Landlord shall conduct Landlord’s Work with minimal disruption to Tenant’s operations, including without limitation all reasonable protection of Tenant’s second floor work spaces. Any damage to the Current Leased Premises arising from Landlord’s Work shall be repaired at Landlord’s sole cost and expense and shall not be reimbursed from the Tenant Allowance.

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B. Tenant’s Work. Tenant shall be obligated to provide its own office furniture, computers and other personal property in order to use and occupy the Additional Leased Premises. Tenant may commence installing its personal property as soon as the Landlord’s Work is sufficiently complete to permit such access.

C. Landlord’s Contribution to Landlord’s Work. Landlord agrees to contribute the amount of $1,706,265.00 (the “Tenant Allowance”) toward the cost of Landlord’s Work. Tenant acknowledges that Tenant is solely responsible for the timely payment of all costs and expenses in connection with Landlord’s Work in excess of the Tenant Allowance, including, without limitation, all costs and expenses for labor and materials. Once it has been established based upon the final construction contract that the cost of Tenant’s Work, including, without limitation, in connection with any change order is in excess of the Tenant Allowance, Tenant acknowledges and agrees that the funds necessary to pay for same shall be disbursed by Landlord, in the case of the Tenant Allowance, and Tenant, in the case of the amount in excess of the Tenant Allowance, based upon the percentage that the amount to be paid by each such party bears to the total amount. By way of illustration, if the Tenant Allowance is $1,706,265.00 and the cost of Landlord’s Work in excess thereof is $200,000 (for a total cost of $1,906,265.00), Landlord will pay 89.51% of each requisition and Tenant will pay 10.49% of the same using its own funds. Landlord will be entitled to make monthly requisitions for payments from Tenant for its applicable share as aforesaid based upon the requisitions Landlord receives from the general contractor hired by Landlord. Tenant shall pay such requisitions (as additional rent) within ten (10) days of its receipt of an invoice from Landlord, which invoice shall have attached a copy of the requisition from the general contractor and set forth Landlord’s calculation of the amount payable by Tenant. Anything herein to the contrary notwithstanding, Landlord shall, at its own expense, without any reduction in the Tenant Allowance, complete the following work in the Additional Leased Premises: (1) install plywood subflooring, and (2) stub the hot and cold water conduits as well as the HVAC system conduit to the Additional Leased Premises (it being understood and agreed, however, that the additional piping, duct work and heat pumps, together with the distribution of such systems in the Additional Leased Premises, is part of the Landlord’s Work which will be paid for utilizing the Tenant Allowance).

D.    Plans and Specifications; Change Orders.

1. Landlord shall cause the preparation of all architectural and engineering drawings, plans and any applicable specifications for Landlord’s Work as promptly as possible using due diligence. Tenant has previously approved the fee proposal letter (the “Fee Letter”), dated August 14, 2014, issued by Durkee, Brown, Viveirous & Werenfels as the architect. The Fee Letter sets froth the amount of $156,500 as the proposed fee. Due to the fact that the architect preparing the aforesaid plans and any applicable specifications requires input from Tenant with respect to the floor plan and design of the Additional Leased Premises, Tenant agrees to work with the aforesaid architect as diligently as possible in order that the architect can propose an initial draft of the proposed plans and applicable specifications for review and approval as hereinafter provided. The parties have agreed to the preliminary floor plan (the “Draft Floor Plan”) for the Additional Leased Premises attached hereto as Exhibit B-2. At Tenant’s request, the architect will design the interior of the Additional Leased Premises to a LEED Silver standard, so-called, but Tenant acknowledges that the Additional Leased Premises will not obtain

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LEED Silver certification. Landlord shall submit to Tenant the proposed final plans and any applicable specifications for Landlord’s Work for Tenant’s review and approval which will be based upon the Draft Floor Plan, which approval shall be in accordance with the procedures and time frames set forth below. Due to the fact that a number of plans (electrical, plumbing, and other applicable plans), which must be complete as part of the Final Plans, and which are the responsibility of the Landlord to prepare, have not been prepared, Landlord agrees to work as diligently as possible with its architect and other necessary third parties provide such plans to Tenant in proper form for review. The quality of materials and architectural details for the Additional Leased Premises shall be substantially the same as in the Current Leased Premises. Tenant will be deemed to have approved any such plans and specifications submitted by Landlord to Tenant unless Tenant provides Landlord with Tenant’s written objections thereto within a period of fifteen (15) days from Tenant’s receipt of such plans and specifications. Tenant shall not be obligated to respond to incomplete documents. In the event Tenant provides its objections on a timely basis, Landlord and Tenant shall use good faith and diligent efforts to agree to revisions to the plans and specifications for Landlord’s Work and the above process will continue, except that Tenant shall have a period of ten (10) days to respond to any complete revised plans and specifications, or Tenant will be deemed to have approved same. The final, agreed upon plans referenced above in this Section 10(D)(1) and any applicable specifications shall be defined as the “Final Plans”. The cost for the Final Plans shall be paid out of the Tenant Allowance (or shall be deducted from the Tenant Allowance as to the amount already paid by Landlord with respect thereto) once the Final Plans have been agreed to in writing (including by email), but in no event shall such cost be greater than ten percent (10%) of the Tenant Allowance. As of the date hereof, Landlord has paid the above-referenced architect the amount of $11,062.82 with respect to the architect fee and is processing a second invoice for payment to the architect in the amount of $52,691.75.

2. Tenant shall submit in writing any request for additional work or improvements or any changes or modifications to the Landlord’s Work in a timely manner and prior to Landlord having commenced the applicable work with respect thereto, which shall be subject to Landlord’s approval, not to be unreasonably withheld or delayed. If Landlord estimates that such additions, changes or modifications will increase the cost of Landlord’s Work (“Tenant Excess”), result in a delay caused by Tenant or otherwise delay the Landlord’s Work, then Landlord shall advise Tenant in writing within five (5) business days of Tenant’s request of the cost of such change order and/or the anticipated delay in the Landlord’s Work that is due to the change order and, subject to Tenant’s right to revoke or continue with such request as provided hereinafter, the cost relating to such change order shall be Tenant's sole responsibility. Tenant shall have five (5) business days following receipt of such information from Landlord to elect to (a) revoke such request, or (b) continue with the requested modifications (it being agreed that Tenant’s failure to respond within such five (5) business day period shall be deemed an election to continue with the modifications). Notwithstanding anything to the contrary herein, Landlord and Tenant may submit modifications to Landlord’s Work costing less than $5,000 upon oral notice to the Tenant’s Construction Contact and Landlord’s Construction Contact (as hereinafter defined), as applicable. Such modifications shall be documented in writing within five (5) calendar days after such oral request. Tenant shall be responsible for the payment of any Tenant Excess on a monthly basis as and when billed. Tenant has designated Thomas Dziki to be Tenant’s construction contact (“Tenant’s Construction Contact”), who shall be entitled to field

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verify for Tenant the existing status of the Additional Leased Premises, inspect the construction work, attend the periodic job-site meetings, and otherwise act on Tenant's behalf during construction. Landlord shall provide Tenant’s Construction Contact with prior notice of all project meetings and copies of all material status reports. Landlord agrees that it shall cooperate, and shall cause its contractor and Landlord's construction manager to cooperate, with Tenant's Construction Contact. Tenant may designate a substitute Tenant's Construction Contact by written notice to Landlord. Landlord has designated Thomas F. Guerra to be Landlord’s construction contact (“Landlord’s Construction Contact”), who shall be Landlord’s liaison and be authorized to act on Landlord's behalf during construction. Tenant agrees that it shall cooperate with Landlord’s Construction Contact and Landlord’s construction manager. Landlord's Construction Contact shall have full authority to make all decisions on behalf of Landlord with respect to material or design changes and change orders (to be documented and submitted to the construction manager prior to completion), and any decisions made in the field by such construction contact shall be binding upon Landlord. Landlord may designate a substitute Landlord's Construction Contact by written notice to Tenant.

E.    Determining the Cost of the Landlord’s Work.

1. Upon receipt of the Final Plans, Landlord shall promptly obtain at least two (2) complete written bids from general contractors, utilizing bid documents and a list of bidders provided to Tenant (and with Tenant having previously approved the proposed list of bidders), for the completion of Landlord’s Work, based on the Final Plans. Landlord expects to receive the bids within a period of not more than three (3) weeks. The cost of the Landlord’s Work to be paid out of the Tenant Allowance shall include any applicable payment and performance bonds required by either party. Upon receipt of said bids, Landlord shall provide Tenant with all applicable information relative to said bids, including a copy thereof, and Landlord shall then choose the lowest qualified bid received. Landlord shall provide Tenant with a copy of the executed construction contract.

2. If the bids for Landlord’s work exceed $2,200,000.00, then Tenant, rather than accepting such contract price may reduce the scope of the Landlord’s Work provided the Tenant gives Landlord the final reduced scope of the Landlord’s Work in writing within a period of thirty (30) days from the date Tenant is provided a copy of the aforesaid bids.

3. Without limiting the generality of Tenant’s rights under the Lease, as amended: (i) all of Landlord’s rights to enforce the terms of the construction contract against the general contractor in the event Landlord fails to do so shall be assigned to Tenant at Tenant’s request but subject to the prior rights of Landlord’s lender with respect thereto, it being understood and agreed that Landlord’s lender shall have the first right to determine whether or not such lender shall require that the contractor complete the Landlord’s Work on lender’s behalf as a result of any default by Landlord under the loan documents with such lender, and (ii) no change order which has not been requested by Tenant shall be approved without Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

F.    Completion of Landlord’s Work; New Lease Commencement Date.

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1. If the Final Plans are agreed to by the parties by November 1, 2014, then Landlord shall substantially complete Landlord’s Work by April 1, 2015, subject to any circumstances beyond the Landlord’s reasonable control (including any action by any third party, including without limitation any governmental entity or other entity not under Landlord’s control, whose consent is required for Landlord’s Work, any change orders mutually agreed upon by Landlord and Tenant, any delay in the completion of Landlord’s Work caused by Tenant and any delay in the completion of Landlord’s Work caused by Landlord or Landlord’s general contractor or any other parties not under Landlord’s control. For purposes of this Amendment, “Substantial Completion” or “Substantially Complete”) means that at least a temporary certificate of occupancy has been issued for the Additional Leased Premises and the Landlord’s Work has been completed except for the customary punchlist items which Landlord and Tenant agree are of such a nature that they can be completed within a period of twenty (20) days without interfering with Tenant’s use and enjoyment of the Additional Leased Premises. Landlord agrees to cause the punchlist items to be completed within such twenty (20) day period. If the Final Plans are not agreed to by November 1, 2014, then the April 1, 2015 date referenced above shall be extended on a day-to-day basis by the number of days between November 1, 2014 and the date the Final Plans are agreed to. Notwithstanding the foregoing, the parties are attempting to agree to the Final Plans by October 20, 2014.

2. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Landlord’s Work is delayed by Tenant’s delay in approving plans and specifications beyond the time frames set forth in Subsection (D) above in this Section 10, or change orders, then the New Lease Commencement Date shall be deemed to have commenced without regard to such delays if the result thereof is to cause the New Lease Term Commencement Date to occur prior to the Fixed Date. For example, if the Landlord’s Work is substantially complete on April 15, 2015, but substantial completion was delayed for fifteen (15) days due to Tenant’s delay in approving plans and specifications beyond the time frames set forth in said Subsection (D) above or change orders (“Tenant Delay”), then the New Lease Commencement Date shall be deemed to be April 1, 2015. Tenant will not be deemed to have caused any delay under Section 10(E)(2) hereof as long as Tenant provides Landlord with the final reduced scope of the Landlord’s Work within the thirty (30) day period referred to in said section.

G.    Landlord Delay.

In the event the New Lease Term Commencement Date is triggered as a result of the Fixed Date being the earlier to occur of the three events set forth in Section 3 which are potential triggers of the New Lease Term Commencement Date, and if on the Fixed Date the Landlord’s Work is not Substantially Complete due to any reason other than a Tenant Delay, the Fixed Date shall be extended on a day-for-day basis for each day of the delay in the Substantial Completion of the Landlord’s Work caused by any reason other than a Tenant Delay. The provisions of this Section 10(G) shall not affect, postpone or delay a triggering of the New Lease Term Commencement Date under Section 3 due to Tenant having occupied the Additional Leased Premises. In addition, Tenant acknowledges that Landlord shall not be able to commence the performance of the Landlord’s Work until the Final Plans have been agreed to by the parties pursuant to Section 10(D) and Landlord acknowledges that Tenant cannot review plans until they have been provided by the Landlord. It is the parties’ intent that while the Landlord shall have

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no penalties for any delay which is the fault of Landlord or any reason beyond the parties’ reasonable control, neither shall Tenant be obligated to pay rent if Substantial Completion is delayed for any delay which is not a Tenant Delay.

11.Option to Extend. Notwithstanding anything contained in the Lease to the contrary, Tenant is hereby given the option to extend the Term of the Lease for the Leased Premises (comprising both the Current Leased Premises and the Additional Leased Premises) for two (2) option terms of five (5) years each (each an “Extension Term” and together the “Extension Terms”). Tenant shall provide Landlord with prior written notice of at least fifteen (15) months of its intention to exercise an Extension Term. The foregoing is in lieu of the existing Lease extension or renewal provisions.

All terms and provisions of the Lease shall apply to the Extension Terms (including, but not limited to, additional rent for Operating Costs, Taxes and the like), except for the amount of Base Rent, which shall be equal to ninety-five percent (95%) of the then fair market rental value of the Leased Premises determined as provided for below, and shall be paid in equal monthly installments equal to one-twelfth (1/12) the annual amount. In no event, however, shall the Base Rent for an Extension Term be less than the Base Rent payable for the prior lease year in the prior Term.

Upon Tenant’s exercising its option to extend the Lease for an Extension Term, Tenant and Landlord shall attempt to agree in writing upon the fair market rental value for the Leased Premises. In the event that Tenant and Landlord cannot for any reason agree in writing to such fair market rental value on or before the date which is twelve (12) months prior to the then applicable termination date of the Lease (the “Adjustment Date”), the fair market rental value for the applicable Extension Term shall be determined by binding appraisal as follows:

A.Either of Landlord or Tenant may give the other written notice after the Adjustment Date designating an independent appraiser (“First Appraiser”). The other party shall within thirty (30) days thereafter designate a second independent appraiser (“Second Appraiser”) and the First Appraiser and Second Appraiser so designated or appointed shall meet within thirty (30) days after the date that the Second Appraiser is appointed. If, within ninety (90) days after the date that the Second Appraiser is appointed, the First Appraiser and Second Appraiser do not for any reason agree in writing upon the then fair market rental value of the Leased Premises, they shall themselves appoint a “Third Appraiser” who shall be a competent and impartial person; and in the event of their being unable to agree upon such appointment within twenty (20) days after the time aforesaid, the Third Appraiser shall be selected by the parties themselves if they can agree thereon within a further period of twenty (20) days. If the parties do not so agree then either party, on behalf of both, may request such appointment by the then Chairman of the Rhode Island Board of Real Estate Appraisers or any similar Board.

B.In the event of the failure, refusal or inability of any appraiser to act, a new appraiser shall be appointed in his stead, which appointment shall be made by the same party and in the same manner as hereinbefore provided for the appointment of such appraiser so failing, refusing or being unable to act. Each party shall pay the fees and expenses of the one of the two original appraisers appointed by such party, or in whose stead, as above provided, such

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appraiser was appointed, and one-half of the fees and expenses of the Third Appraiser, and all other expenses, if any, shall be borne equally by both parties. Any appraiser designated to serve in accordance with the provisions of this option to extend shall be disinterested, shall be qualified to appraise commercial real estate in Providence, Rhode Island of the type covered by this option to extend, shall be a member of the American Institute of Real Estate Appraisers (or any successor association or body of comparable standing if such Institute is not then in existence), and shall have been actively engaged in the appraisal of commercial office real estate in Rhode Island for a period of not less than five (5) years immediately preceding his appointment. Each party will also pay their own attorneys’ fees.

C.The appraisers shall determine in writing the fair market rental value of the Leased Premises as of the date of appraisal, taking into consideration the condition of the Leased Premises and Building, the available parking and other Common Areas and appurtenant rights and other applicable factors. A written decision joined in by two of the three appraisers shall be the decision of the appraisers and shall be binding on the parties. After reaching a written decision, the appraisers shall give written notice thereof to Landlord and Tenant.

D.If the appraisers fail for any reason to reach a written decision within forty-five (45) days after the appointment of the Third Appraiser, the appraisers shall average the three appraisals if no appraisal is more than ten (10%) percent in variation from the other two (2) appraisals and such average shall be the fair market rental value of the Leased Premises. If there is any such variation of more than ten (10%) percent, the fair market rental value shall be the average of the two closest appraisals.

Notwithstanding the foregoing, the Landlord and the Tenant may at any time terminate the aforesaid appraisal process should they agree in writing on a fair market rental value for the Leased Premises for the Extension Term. In the event for any reason whatsoever the parties have not executed a written instrument setting forth the Base Rent for the Extension Term by the originally scheduled termination date for the then current Term (including, without limitation, as a result of any dispute or disagreement as to the Base Rent for the Extension Term), Tenant shall continue pay the Base Rent payable for the last year of the then current Term (together with all additional rent), and when the new Base Rent for the Extension Term has been determined, Tenant shall pay to Landlord any underpayment within a period of thirty (30) days. Such adjustment shall be made and calculated effective as of the first day of the Extension Term. Landlord and Tenant shall execute an amendment to this Lease within five (5) business days after the determination of the Base Rent for the applicable Extension Term. Said amendment shall be prepared by Landlord. Except as set forth above, the Extension Term shall be subject to all of the terms and conditions of this Lease; provided, however, that Tenant shall have no further extension rights once it has exercised its option to extend for the second Extension Term.

12.Right of First Offer. Should Landlord desire to lease to any third party any office and/or retail space in Buildings 51 and 52 located on the Project land and described on Exhibit C attached hereto and incorporated herein by reference (the “ROFO Additional Space”), Landlord shall notify Tenant in writing (referred to herein as the “ROFO Notice”) of its intention to lease such space. The ROFO Notice shall contain a plan showing the applicable ROFO Additional Space and set forth the rentable square footage thereof, the proposed base rent

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and additional rent for Taxes and Operating Costs (including any applicable base year for purposes of the calculation thereof), the proposed amount of any tenant improvement allowance, security deposit, lease term and options to extend (the foregoing items are collectively referred to herein as the “Minimum Terms”) and any additional provisions desired by Landlord. Notwithstanding the foregoing, Landlord may execute a new lease or extend or modify any existing lease with any existing tenant for the premises then leased by such tenant under its existing lease that if vacant would be deemed ROFO Additional Space without triggering Tenant’s rights under this Section or Landlord’s obligation to provide Tenant with a ROFO Notice. Tenant shall also not be entitled to a ROFO Notice if Tenant is in default under this Lease. Upon receipt of the ROFO Notice, Tenant shall have twenty (20) days to notify Landlord in writing that Tenant is: (a) exercising its right of first offer pursuant to the terms of this Section, (b) declining its right of first offer pursuant to the terms of this Section, or (c) seeking modifications to the proposed terms which Tenant would accept. Tenant’s failure to respond within such period shall be deemed to be a decline of the right of first offer. If Tenant seeks modifications to the proposed terms, Landlord shall respond within ten (10) days of receipt of Tenant’s proposed modifications as to which modifications Landlord will and will not accept, Tenant agreeing, however, that Landlord is not obligated to agree to any such modifications. Tenant shall have ten (10) days from receipt of Landlord’s response to accept or reject the terms of Landlord’s response. If Tenant fails for any reason to agree in writing to accept Landlord’s response within such ten (10) day period, Tenant will conclusively be deemed to have rejected same. Landlord’s failure to provide any response within Landlord’s aforesaid ten (10) day period to provide a response shall be deemed a rejection by Landlord of Tenant’s proposed modifications. If Tenant exercises its right of first offer in a timely manner and within the initial forty-eight (48) months of the initial eleven (11) year Term described in Section 4 hereof, Tenant shall lease the applicable ROFO Additional Space pursuant to all of the terms and provisions of the Lease, as modified by this Amendment, including, without limitation, with respect to the Term, Base Rent and additional rent; provided, however, the Base Year for Operating Costs and the Base Taxes amount shall be the same as applies to the Additional Leased Premises. In addition, the Tenant Allowance will be proportionately reduced based on the remaining months of the initial eleven (11) year Term. If, however, Tenant exercises its right of first offer in a timely manner subsequent to the initial forty-eight (48) months of the Term, the annual Base Rent for the ROFO Additional Space shall be the rental rate and other terms, including the amount of any tenant improvement allowance and the length of the lease term, as specified by Landlord in the ROFO Notice.

Upon Tenant sending such notice to Landlord, Tenant will be deemed to have agreed to lease the ROFO Additional Space upon the terms set forth above. If Tenant fails to for any reason accept Landlord’s offer as set forth in the ROFO Notice pursuant to written notice given on a timely basis, Landlord shall thereupon be free for a period of one hundred eighty (180) days to lease the applicable ROFO Additional Space covered by the ROFO Notice to a third party on terms no more favorable to such party than the Minimum Terms proposed to Tenant in the ROFO Notice; provided, however, Landlord may discount the annual Base Rent and other economic terms by up to 10% and increase any tenant improvement allowance by up to 10%. If Landlord intends to discount the annual Base Rent by more than 10% or increase any tenant improvement allowance by more than 10%, Tenant shall again have the right of first offer to lease the applicable ROFO Additional Space covered by the ROFO Notice as provided herein. If

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Landlord fails to execute a lease as of the expiration of said one hundred eighty (180) day period (the “Revival Date”), Tenant’s first offer rights shall again apply. The annual base rent and additional rent, including, but not limited to, additional rent for taxes and operating expenses as defined and described in Landlord’s ROFO Notice to Tenant after the aforesaid initial forty-eighth (48^th) months of the Initial Term as well as the other Minimum Terms and additional provisions contained therein (including the amount of any tenant improvement allowance), shall be the amounts to be paid by Tenant and the other applicable lease provisions for the applicable ROFO Additional Space, even if the additional rent is to be paid without a base year and covers a broader category of items. Tenant and Landlord shall, within ten (10) business days after the date of Tenant’s notice to Landlord that it has exercised its right of first offer hereunder with respect to the applicable ROFO Additional Space, execute an amendment to the Lease, which amendment shall confirm the foregoing agreement of Tenant and add the applicable ROFO Additional Space to the Lease as part of the Leased Premises for all purposes including the calculation of the Tenant’s Proportionate Share and the payment of additional rent for Taxes and Operating Costs. In the case of an exercise by Tenant of its rights under this Section subsequent to the initial forty-eight (48) months of the initial eleven (11) year Term, if the proposed initial term for the ROFO Additional Space to be leased by Tenant pursuant to the exercise of the foregoing right of first offer extends beyond the end of the Term of the Lease, Tenant’s exercise of the within right of first offer shall be conditioned upon Tenant’s exercising its option to extend the Term of the Leased Premises to the extent necessary so as to make it coterminous with the proposed initial term with respect to the ROFO Additional Space as set forth in the ROFO Notice. In such event the annual base rent during such extension of the Term beyond the initial Term for the Leased Premises (excluding the ROFO Additional Space, the base rent for which shall be the amount specified in the ROFO Notice) shall be the fair rental value determined pursuant to the procedure set forth in Section 11 hereof with Tenant being deemed for such calculation purposes to have exercised its option to extend on the first day of the last year of the Term. Upon the expiration of such new Term for the Leased Premises (including the ROFO Additional Space), Tenant shall have the option to extend set forth in Section 11 hereof; provided, however, if the Term of the Lease has been extended for five (5) or more years as provided above in order to cause the Lease to be coterminous with the initial term of the first offer with respect to the ROFO Additional Space, Tenant will be deemed to have exercised one (1) of its options to extend under Section 11. The term “Leased Premises” as used in the Lease shall be deemed to refer to each applicable ROFO Additional Space leased by Tenant pursuant to this Section.

Notwithstanding anything contained herein to the contrary, this Section and the within right of first offer as well as the right to lease the ROFO Additional Space as aforesaid may not be assigned apart from the Lease and shall automatically expire on the date of the expiration of such right or the earlier termination of the Lease.

13.Security Deposit. If Tenant fails to timely exercise its right to extend the Term for either of the two (2) Extension Terms; or if Tenant does elect to exercise both Extension Terms, but fails for any reason to enter into a written lease extension agreement with Landlord for the period subsequent to the end of the Second (2^nd) Extension Term by the date which is not later than the expiration of the first year of the Second (2^nd) Extension Term, Tenant shall be

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required to post a security deposit with Landlord equal to one (1) months then applicable Base Rent.

14.Parking. Notwithstanding anything contained in the Lease to the contrary, Tenant shall have the right, at no additional cost, to four (4) non-exclusive parking spaces per 1,000 rentable square feet of the Leased Premises, which parking ratio shall include visitor and handicap spaces.

15.Signage. In addition to the signage rights granted to Tenant pursuant to the terms of the Lease, the parties agree subsequent to the date hereof to reasonably negotiate a modification to the existing pylon signs for the Project. The modified pylon signs would permit Tenant to install, at its cost, a replacement panel for Tenant, which replacement panel shall also be reasonably negotiated by the parties. Tenant shall also have the right to relocate its primary entrance sign located at the Current Leased Premises to the area above the main entrance of Building #51 located on the Project, which removal and relocation shall be approved in advance and in writing by Landlord. Any required modification to the existing pylon structures and all removal and/or installation of signage by Tenant shall be performed at Tenant’s sole cost and expense and in a diligent and good and workmanlike manner and in accordance with all applicable laws, ordinances and regulations. Tenant shall also reimburse Landlord for Tenant’s pro rata share of the cost to modify the pylon signs, with such pro rata share to be based upon the percentage that the square footage of the panel for Tenant on each pylon bears to the total square footage of all tenant panels which can be installed in each pylon. Tenant shall be solely responsible to obtain at Tenant’s cost any permits or approvals required for any such signage.

16.Restoration of the Leased Premises. Notwithstanding anything contained in the Lease to the contrary, Tenant shall not be required to remove any improvements at the Leased Premises at the expiration of the Term, as the same may be extended, that have been approved by Landlord in writing to remain at the Leased Premises. In conjunction with such written approval, Landlord may specifically list items that are to be removed from the Leased Premises by Tenant. Tenant shall, at Landlord’s request, remove all low-voltage cabling in the Leased Premises upon the expiration of the Term, as the same may be extended.

17.Superior Lease. Tenant acknowledges that Landlord is the tenant with respect to that certain Amended and Restated Lease, dated February 28, 2007, as amended pursuant to that certain First Amendment to Amended and Restated Lease, dated November 9, 2007, a notice of which was recorded in the Office of the Recorder of Deeds of the City of Providence in Book 8570, Page 93, and with an amended notice thereof having been recorded in said Recorder of Deeds Office in Book 8911, Page 209 pursuant to which the prior owner and holder of fee simple title, American Locomotive HH LLC, a Delaware limited liability company (the “Prior ALCO Fee Owner”) master leased the Project to the Landlord (the foregoing Amended and Restated Lease, as amended, is hereinafter collectively referred to as the “Superior Lease”. The Superior Lease is the lease referenced in Section 16.4 of the Lease. This Section 17 replaces said Section 16.4. The interest of the Prior ALCO Fee Owner under the Superior Lease was assigned by such party to Foundry ALCO Members, LLC, a Rhode Island limited liability company (the “Successor Landlord”) pursuant to an assignment document, dated October 16, 2013. The Successor Landlord has joined in the execution of this Lease for purposes of this Section.

12

Tenant agrees that, upon the expiration or earlier termination of the Superior Lease, this Lease shall thereupon automatically become a direct lease by and between the Successor Landlord (and its successors and assigns) and Tenant. Tenant agrees to execute any document reasonably requested by the Successor Landlord to confirm the foregoing.

18.Broker. Subject to the execution of this Amendment by Landlord and Tenant, Landlord shall pay a brokerage commission to CB Richard Ellis - N.E. Partners, LP (“CBRE”) in accordance with a separate agreement between Landlord and CBRE. Landlord and Tenant each represent that it has only dealt with CBRE in connection with this Amendment.

19.Time of the Essence. The parties agree that time is of the essence in the Lease.

20.Ratification. Except as amended hereby, Landlord and Tenant hereby ratify, confirm and approve of the Lease as a binding and enforceable document in accordance with its terms. The parties agree that time is of the essence for all purposes of the Lease.

[Remainder of Page Intentionally Left Blank]

13

IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed

instrument as of the date set forth above.

LANDLORD

ALCO CITYSIDE FEDERAL, LLC,

a Rhode Island limited liability company

By its non-member manager,

FOUNDRY ALCO MANAGER, LLC,

A Rhode Island limited liability company

By:    /s/ Thomas F. Guerra

Name:         Thomas F. Guerra

Title:        Managing Member

TENANT

UNITED NATURAL FOODS, INC.,

a Delaware corporation

By:     /s/ Thomas A. Dziki

Name:     Thomas A. Dziki

Title:     CHRSO

The undersigned Successor Landlord joins in the execution of this Lease to consent to Section

17.

FOUNDRY ALCO MEMBERS, LLC, a Rhode Island limited liability company

By its managing member,

The Foundry Associates, L.P., a Rhode Island limited partnership

By:    /s/ Thomas F. Guerra

Thomas F. Guerra

Managing General Partner

14

EXHIBIT A

(Plan Showing the Additional Leased Premises)

EXHIBIT B-1

Landlord’s Work

Project Manual and Specifications for Bid & Construction, dated October 22, 2014, prepared by Durkee Brown Viveiros Werenfels Architects (“Durkee Brown”).

Construction Documents, including Drawings, dated October 20, 2014, prepared by Durkee Brown. See the attached list of drawings.

EXHIBIT B-2

Existing Draft of the Floor Plan

See Exhibit B-1.

EXHIBIT C - PARCEL 1

(Project Land)

PROPERTY DESCRIPTION

A.P. 27, Lot 262(A)

Valley Street & Hemlock Street

Providence, Rhode Island

That certain tract or parcel of land situated on the southerly side of Valley Street and the westerly side of Hemlock Street, in the City of Providence, Providence County, State of Rhode Island and Providence Plantations, more particularly bounded and described as follows;

Beginning at an iron rod marking the intersection of the southerly street line of Valley Street with the westerly street line of Hemlock Street, said point being the most northeasterly corner of the parcel herein-described;

thence proceeding S 0207’03” W, by and with the westerly street line of said Hemlock Street, a distance of two hundred fifty six and 04/100 (256.04’) feet to land now or formerly of American Locomotive HH, L.L.C. and the most southeasterly corner of the parcel herein-described;

thence proceeding S 8928’48” W, bounded southerly by the said American Locomotive land, a distance of four hundred eighty four and 03/100 (484.03’) feet, to land now or formerly owned by Precision Industries, Inc.;

thence proceeding N 1904’08” E, bounded westerly by the said Precision Industries, Inc. land, a distance of eighty four and 17/100 (84.17’) feet to an angle point;

thence proceeding N 0639’22” W, bounded westerly by the said Precision Industries, Inc. land, a distance of one hundred twenty one and 76/100 (121.76’) feet to a corner;

thence proceeding westerly along the arc of a curve deflecting to the left having a central angle of 26°26’39”, and a radius of 220.00’, an arc distance of one hundred one and 54/100 (101.54’) feet to a point of tangency;

thence proceeding S 7713’28” W, bounded southerly by the said Precision Industries, Inc. land, a distance of twenty seven and 05/100 (27.05’) feet to a point of curvature;

thence proceeding westerly along the arc of a curve deflecting to the left having a central angle of 16°11’51”, and a radius of 200.00’, an arc distance of fifty six and 54/100 (56.54’) feet to land now or formerly of the City of Providence;

thence proceeding N 1336’22” W, bounded westerly by the said City of Providence land, a distance of forty seven and 11/100 (47.11’) feet to the said southerly street line of Valley Street;

thence proceeding N 8320’38” E, by and with the said southerly street line of Valley Street , a distance of three hundred four and 07/100 (304.07’) feet to an angle point;

thence proceeding N 89°24’43” E, by and with the said southerly street line of Valley Street, a distance of three hundred sixty eight and 86/100 (368.86’) feet to the westerly street line of Hemlock Street and the point and place of beginning.

The above-described parcel contains 126,345 square feet (2.900 acres) of land.

EXHIBIT C - PARCEL 2

PROPERTY DESCRIPTION

A.P. 27, Lot 262(B)

Valley Street

Providence, Rhode Island

That certain tract or parcel of land situated on the southerly side of Valley Street, in the City of Providence, Providence County, State of Rhode Island and Providence Plantations, more particularly bounded and described as follows;

Beginning at a point in the southerly street line of Valley Street, said point being the most northwesterly corner of land now or formerly of the City of Providence and the most northeasterly corner of the parcel herein-described;

thence proceeding S 1336’22” E, bounded easterly by the said City of Providence land, a distance of fifty one and 38/100 (51.38’) feet to land now or formerly of Precision Industries, Inc.;

thence proceeding along the arc of a curve deflecting to the left having a central angle of 06°50’43”, and a radius of 160.00’, an arc distance of nineteen and 12/100 (19.12’) feet to a point of non-tangency;

thence proceeding S 1904’18” W, bounded easterly by the said Precision Industries, Inc. land, a distance of fifty three and 59/100 (53.59’) feet to land now or formerly of the City of Providence;

thence proceeding S 2919’13” W, bounded easterly by the said City of Providence land, a distance of thirty four and 96/100 (34.96’) feet to land now or formerly of American Locomotive HH, L.L.C.;

thence proceeding S 7343’54” W, bounded southerly by the said American Locomotive land, a distance of seventy and 58/100 (70.58’) feet to land now or formerly of Waterfire Providence;

thence proceeding N 3824’13” E, bounded westerly by the said Waterfire Providence land, a distance of forty nine and 78/100 (49.78’) feet to an angle point;

thence proceeding N 3513’13” E, bounded westerly by the said Waterfire Providence land, a distance of sixty two and 80/100 (62.80’) feet to an angle point;

thence proceeding N 1903’23” E, bounded westerly by the said Waterfire Providence land, a distance of fifty four and 00/100 (54.00’) feet to an angle point;

thence proceeding N 2556’12” W, bounded westerly by the said Waterfire Providence land, a distance of nineteen and 23/100 (19.23’) feet to the said southerly street line of Valley Street;

thence proceeding N 8320’38” E, by and with the said southerly street line of said Valley Street, a distance of twenty nine and 58/100 (29.58’) feet to the point and place of beginning.

The above-described parcel contains 5,853 square feet (0.134 acres) of land.

EXHIBIT C - PARCEL 3

PROPERTY DESCRIPTION

A.P. 27, Lot 278

Valley Street & Hemlock Street

Providence, Rhode Island

That certain tract or parcel of land situated on the westerly side of Hemlock Street, southerly of Valley Street, in the City of Providence, Providence County, State of Rhode Island and Providence Plantations, being delineated as “Lot 1” on that plan entitled “American Locomotive Works Minor Subdivision Plan A.P. 27 / Lot 85, 68 Hemlock Street, Providence, Rhode Island, Proj. No.: 2005 188 S17, Date: August 22, 2006 by Waterman Engineering Co. Richard S. Lipsitz, P.L.S. No. 1837,” which is recorded as Document No. 1000453 in the Land Evidence Records at the City of Providence, Rhode Island in Plat Book 76, Page 85.

EXHIBIT C - PARCEL 4

PROPERTY DESCRIPTION

A.P. 27, Lot 279

Valley Street & Hemlock Street

Providence, Rhode Island

That certain tract or parcel of land situated on the westerly side of Hemlock Street and southerly side of Valley Street, in the City of Providence, Providence County, State of Rhode Island and Providence Plantations, being delineated as “Lot 2” on that plan entitled “American Locomotive Works Minor Subdivision Plan A.P. 27 / Lot 85, 68 Hemlock Street, Providence, Rhode Island, Proj. No.: 2005 188 S17, Date: August 22, 2006 by Waterman Engineering Co. Richard S. Lipsitz, P.L.S. No. 1837,” which is recorded as Document No. 1000453 in the Land Evidence Records at the City of Providence, Rhode Island in Plat Book 76, Page 85.

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 officer(s) 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 officer(s) 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.

March 12, 2015

/s/ Steven L. Spinner

Steven L. Spinner

Chief Executive Officer

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 officer(s) 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 officer(s) 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.

March 12, 2015

/s/ Mark E. Shamber

Mark E. Shamber

Chief Financial Officer

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 January 31, 2015, 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, 2015

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 January 31, 2015, 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, 2015

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jan. 31, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new guidance requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures as appropriate. The new pronouncement is effective for public companies with annual periods ending after December 15, 2016, and interim periods thereafter. We do not expect the adoption of this guidance to have a significant impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, (Topic 606) (“ASU 2014-09”). The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new pronouncement is effective for public companies with annual periods, and interim periods within those periods, beginning after December 15, 2016, which for the Company will be the first quarter of the fiscal year ending July 28, 2018. We are in the process of evaluating the impact that this new guidance will have on the Company's consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 2015) and Property Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an entity. The new guidance raises the threshold for disposals that would qualify as discontinued operations and also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. The amendments are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2014, which would be the Company's first quarter of the fiscal year ending July 30, 2016, and should be applied on a prospective basis. We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jan. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

(a)  Nature of Business

United Natural Foods, Inc. and its 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 2, 2014.

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.

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 $112.7 million and $98.8 million for the three months ended January 31, 2015 and February 1, 2014, respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $224.7 million and $195.1 million for the six months ended January 31, 2015 and February 1, 2014, respectively.

(c)  Correction of Prior Period Errors

During the three months ended January 31, 2015, the Company recorded a cumulative prior period adjustment to net sales for $7.7 million related to amounts owed to a customer resulting from an incorrect calculation of contractual obligations to that customer from fiscal year 2009 through fiscal year 2014. The aggregate amount of the reduction in net sales related to this incorrect calculation was $9.3 million, which includes a $1.6 million reduction in net sales in the first quarter of fiscal 2015. The Company reviewed the impact of these corrections in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 99 "Materiality," and determined that these corrections were not material to prior or current periods.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Aug. 02, 2014
Current assets:
Cash and cash equivalents	$ 27,474	$ 16,116
Accounts receivable, net of allowance of $7,345 and $7,589, respectively	493,873	449,870
Inventories	922,246	834,722
Prepaid expenses and other current assets	72,952	45,064
Deferred income taxes	38,570	32,518
Total current assets	1,555,115	1,378,290
Property & equipment, net	528,674	483,960
Other assets:
Goodwill	267,723	274,548
Intangible assets, net of accumulated amortization of $20,895 and $19,002, respectively	129,847	134,989
Other assets	29,531	25,446
Total assets	2,510,890	2,297,233
Current liabilities:
Accounts payable	430,227	385,890
Accrued expenses and other current liabilities	138,024	136,959
Current portion of long-term debt	11,090	990
Total current liabilities	579,341	523,839
Notes Payable	364,622	415,660
Long-term debt, excluding current portion	179,289	32,510
Deferred income taxes	50,995	50,995
Other long-term liabilities	31,017	30,865
Total liabilities	1,205,264	1,053,869
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; 50,071 issued and outstanding shares at January 31, 2015; 49,771 issued and outstanding shares at August 2, 2014	501	498
Additional paid-in capital	416,126	402,875
Unallocated shares of Employee Stock Ownership Plan	0	(14)
Accumulated other comprehensive loss	(17,044)	(5,152)
Retained earnings	906,043	845,157
Total stockholders’ equity	1,305,626	1,243,364
Total liabilities and stockholders’ equity	$ 2,510,890	$ 2,297,233

XML

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. 02, 2014	$ 1,243,364	$ 498	$ 402,875	$ (14)	$ (5,152)	$ 845,157
Beginning Balance (shares) at Aug. 02, 2014	49,771	49,771
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Value, Employee Stock Ownership Plan	14			14
Stock option exercises and restricted stock vestings, net of tax		300
Stock option exercises and restricted stock vestings, net of tax	1,039	3	1,036
Share-based compensation	9,554		9,554
Tax benefit associated with stock plans	2,661		2,661
Foreign currency translation adjustments	(11,892)				(11,892)
Net income	60,886					60,886
Ending Balance at Jan. 31, 2015	$ 1,305,626	$ 501	$ 416,126	$ 0	$ (17,044)	$ 906,043
Ending Balance (shares) at Jan. 31, 2015	50,071	50,071

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Details) (USD $)	Jan. 31, 2015	Aug. 02, 2014
Fair Value Disclosures [Abstract]
Long term debt, including current portion, carrying value	$ 190,379,000	$ 33,500,000
Long term debt, including current portion, fair value	201,359,000	36,386,000
Derivative, Forward Interest Rate	1.795%
Derivative, Notional Amount	$ 140,000,000

XML

LONG-TERM DEBT (Details) (USD $)	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Jan. 31, 2015	Feb. 01, 2014	Aug. 02, 2014
Long-term debt instrument
Proceeds from issuance of long-term debt			$ 150,000,000	$ 0
Repayments of Long-term Debt			5,539,000	396,000
Long term debt, including current portion, carrying value	190,379,000		190,379,000		33,500,000
Interest expense	3,554,000	1,782,000	6,809,000	3,636,000
Term loan
Long-term debt instrument
Repayments of Long-term Debt			2,500,000
Long term debt, including current portion, carrying value	145,000,000		145,000,000
Capital lease obligation
Long-term debt instrument
Interest Expense, Lessee, Assets under Capital Lease	100,000
Lease Term			10 years
Effective interest rate on debt	12.37%		12.37%
Capital Lease Obligation	12,400,000		12,400,000
Sale Leaseback Financing Obligation
Long-term debt instrument
Long term debt, including current portion, carrying value	33,000,000		33,000,000
Effective interest rate on debt	7.32%		7.32%
Interest expense	600,000		1,200,000
Minimum | Term loan
Long-term debt instrument
Long term debt, including current portion, carrying value	10,000,000		10,000,000
Maximum | Term loan
Long-term debt instrument
Long term debt, including current portion, carrying value	$ 50,000,000		$ 50,000,000
Base Rate [Member] | Term loan
Long-term debt instrument
Debt Instrument, Description of Variable Rate Basis			Administrative Agent's prime rate
initial applicable margin			1.50%
Federal Funds Effective Swap Rate [Member] | Term loan
Long-term debt instrument
Debt Instrument, Description of Variable Rate Basis			overnight federal funds effective rate
Debt Instrument, Basis Spread on Variable Rate			0.50%
One-month LIBOR | Term loan
Long-term debt instrument
Debt Instrument, Description of Variable Rate Basis			one-month LIBOR
Debt Instrument, Basis Spread on Variable Rate			1.00%
London Interbank Offered Rate (LIBOR) [Member] | Term loan
Long-term debt instrument
Debt Instrument, Description of Variable Rate Basis			one, two, three or six months or, if approved by all affected lenders, nine months
initial applicable margin			2.50%

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jan. 31, 2015	Feb. 01, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 60,886	$ 55,715
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	29,657	22,998
Share-based compensation	9,554	9,507
(Gain) loss on disposals of property and equipment	(779)	46
Excess tax benefits from share-based payment arrangements	(2,661)	(2,321)
Restructuring and asset impairment	803	0
Deferred income taxes	(6,052)	0
Provision for doubtful accounts	2,302	1,601
Non-cash interest expense	129	1,050
Changes in assets and liabilities, net of acquired businesses:
Accounts receivable	(50,753)	(66,988)
Inventories	(92,525)	(60,139)
Prepaid expenses and other assets	(22,217)	(15,953)
Accounts payable	20,146	19,022
Accrued expenses and other liabilities	(1,389)	(363)
Net cash used in operating activities	(52,899)	(35,825)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(56,163)	(76,320)
Purchases of acquired businesses, net of cash acquired	(7,987)	(23,005)
Proceeds from disposals of property and equipment	840	102
Payments for (Proceeds from) Other Investing Activities	(3,000)	0
Net cash used in investing activities	(66,310)	(99,223)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt	(5,539)	(396)
Proceeds from issuance of long-term debt	150,000	0
Proceeds from borrowings under revolving credit line	438,293	347,474
Repayments of borrowings under revolving credit line	(488,156)	(237,284)
Increase in bank overdraft	33,666	28,378
Proceeds from exercise of stock options	3,202	1,692
Payment of employee restricted stock tax withholdings	(2,163)	(3,570)
Excess tax benefits from share-based payment arrangements	2,661	2,321
Capitalized debt issuance costs	(900)	0
Net cash provided by financing activities	131,064	138,615
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(497)	(103)
NET INCREASE IN CASH AND CASH EQUIVALENTS	11,358	3,464
Cash and cash equivalents at beginning of period	16,116	11,111
Cash and cash equivalents at end of period	27,474	14,575
Supplemental disclosures of cash flow information:
Non-cash financing activity	12,383	0
Non-cash investing activity	12,383	0
Cash paid for interest	6,868	2,925
Cash paid for federal and state income taxes, net of refunds	$ 57,471	$ 42,072

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jan. 31, 2015	Aug. 02, 2014
Statement of Financial Position [Abstract]
Accounts receivable, allowance (in dollars)	$ 7,345	$ 7,589
Intangible assets, accumulated amortization (in dollars)	$ 20,895	$ 19,002
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	50,071	49,771
Common stock, outstanding shares	50,071	49,771

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jan. 31, 2015

Fair Value Disclosures [Abstract]

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

	January 31, 2015				August 2, 2014
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Long-term debt, including current portion	$	190,379	$	201,359	$	33,500	$	36,386

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Document and Entity Information	6 Months Ended
	Jan. 31, 2015	Mar. 05, 2015
Document and Entity Information
Entity Registrant Name	UNITED NATURAL FOODS INC
Entity Central Index Key	0001020859
Current Fiscal Year End Date	--08-01
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jan. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		50,075,403

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BUSINESS SEGMENTS (Tables)

6 Months Ended

Jan. 31, 2015

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 January 31, 2015:
Net sales	$	1,997,058	$	48,157		$	(28,669	)	$	—		$	2,016,546
Operating income (loss)	57,351		(9,198		)	1,350			—			49,503
Interest expense	—		—			—			3,554			3,554
Interest income	—		—			—			(69		)	(69		)
Other, net	—		—			—			(5		)	(5		)
Income before income taxes												46,023
Depreciation and amortization	14,989		510			—			—			15,499
Capital expenditures	27,733		1,058			—			—			28,791
Goodwill	249,992		17,731			—			—			267,723
Total assets	2,319,514		202,553			(11,177		)	—			2,510,890
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

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Six months ended January 31, 2015:
Net sales	$	3,967,777	$	107,727		$	(66,482	)	$	—		$	4,009,022
Operating income (loss)	124,060		(16,797		)	633			—			107,896
Interest expense	—		—			—			6,809			6,809
Interest income	—		—			—			(162		)	(162		)
Other, net	—		—			—			611			611
Income before income taxes												100,638
Depreciation and amortization	27,398		2,259			—			—			29,657
Capital expenditures	54,670		1,493			—			—			56,163
Goodwill	249,992		17,731			—			—			267,723
Total assets	2,319,514		202,553			(11,177		)	—			2,510,890
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

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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
	Jan. 31, 2015	Feb. 01, 2014	Jan. 31, 2015	Feb. 01, 2014
Income Statement [Abstract]
Net sales	$ 2,016,546	$ 1,646,041	$ 4,009,022	$ 3,248,052
Cost of sales	1,717,347	1,377,874	3,390,827	2,708,709
Gross profit	299,199	268,167	618,195	539,343
Operating expenses	249,448	219,322	509,496	442,472
Restructuring and asset impairment expenses	248	0	803	0
Total operating expenses	249,696	219,322	510,299	442,472
Operating income	49,503	48,845	107,896	96,871
Other expense (income):
Interest expense	3,554	1,782	6,809	3,636
Interest income	(69)	(125)	(162)	(245)
Other, net	(5)	602	611	621
Total other expense, net	3,480	2,259	7,258	4,012
Income before income taxes	46,023	46,586	100,638	92,859
Provision for income taxes	18,179	18,635	39,752	37,144
Net income	$ 27,844	$ 27,951	$ 60,886	$ 55,715
Basic per share data:
Net income (usd per share)	$ 0.56	$ 0.56	$ 1.22	$ 1.13
Weighted average basic shares of common stock outstanding	50,025	49,615	49,957	49,490
Diluted per share data:
Net income (usd per share)	$ 0.55	$ 0.56	$ 1.21	$ 1.12
Weighted average diluted shares of common stock outstanding	50,277	49,873	50,195	49,766

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

6 Months Ended

Jan. 31, 2015

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Interest Rate Swap Agreement

On January 23, 2015, the Company entered into a forward starting interest rate swap agreement with an effective date of August 3, 2015. The agreement provides for the Company to pay interest for a seven-year period at a fixed rate of 1.795% on an initial amortizing principal amount of $140.0 million while receiving interest for the same period at the one-month London Interbank Offered Rate ("LIBOR") on the same notional amount. The interest rate swap has been entered into as a hedge against LIBOR movements on the current variable rate related to the Company’s real-estate backed Term Loan Agreement entered into on August 14, 2014, explained in more detail in Note 7 "Long-Term Debt," to protect against rising interest rates. We expect that the interest rate swap will effectively fix the Company’s interest rate payments on the $140.0 million of debt. The swap agreement qualifies as an “effective” hedge under FASB Accounting Standards Codification ("ASC") 815, Derivatives and Hedging (“ASC 815”).

Interest rate swap agreements are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company’s interest rate swap agreement is designated as a cash flow hedge at January 31, 2015 and is reflected at fair value in the Condensed Consolidated Balance Sheet.

The Company uses the “Hypothetical Derivative Method” described in ASC 815 for quarterly prospective and retrospective assessments of hedge effectiveness, as well as for measurements of hedge ineffectiveness. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings in interest income when the hedged transactions affect earnings. Ineffectiveness resulting from the hedge is recorded as a gain or loss in the condensed consolidated statement of income as part of other income. The Company did not have any hedge ineffectiveness recognized in earnings during the three months ended January 31, 2015. The Company also monitors the risk of counterparty default on an ongoing basis.

Fuel Supply Agreements

The Company is party to several fixed price fuel supply agreements. During the first quarter of fiscal 2015, the Company entered into an agreement which requires it to purchase a portion of its diesel fuel each month at fixed prices through December 2015. These fixed price fuel agreements qualify for, and the Company has elected to utilize, the “normal purchase” exception under 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 February 1, 2014, 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 December 2014 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 also expensed as incurred and included within operating expenses.

Financial Instruments

There were no financial assets and liabilities measured on a recurring basis as of January 31, 2015 or August 2, 2014.

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.

	January 31, 2015				August 2, 2014
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Long-term debt, including current portion	$	190,379	$	201,359	$	33,500	$	36,386

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EARNINGS PER SHARE

6 Months Ended

Jan. 31, 2015

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
	January 31, 2015	February 1, 2014	January 31, 2015	February 1, 2014
Basic weighted average shares outstanding	50,025	49,615	49,957	49,490
Net effect of dilutive stock awards based upon the treasury stock method	252	258	238	276
Diluted weighted average shares outstanding	50,277	49,873	50,195	49,766

There were 1,456 anti-dilutive share-based awards outstanding for the three months ended January 31, 2015 and no anti-dilutive share-based awards outstanding for the three months ended February 1, 2014. For the six months ended January 31, 2015 and February 1, 2014, there were 8,336 and 4,703 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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BUSINESS SEGMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Jan. 31, 2015	Feb. 01, 2014	Aug. 02, 2014
Business segment information
Net sales	$ 2,016,546	$ 1,646,041	$ 4,009,022	$ 3,248,052
Operating income (loss)	49,503	48,845	107,896	96,871
Interest expense	3,554	1,782	6,809	3,636
Interest income	(69)	(125)	(162)	(245)
Other, net	(5)	602	611	621
Income before income taxes	46,023	46,586	100,638	92,859
Depreciation and amortization	15,499	11,760	29,657	22,998
Capital expenditures	28,791	43,073	56,163	76,320
Goodwill	267,723	209,216	267,723	209,216	274,548
Total assets	2,510,890	1,950,981	2,510,890	1,950,981	2,297,233
Wholesale
Business segment information
Net sales	1,997,058	1,625,934	3,967,777	3,210,177
Operating income (loss)	57,351	54,288	124,060	111,662
Interest expense	0	0	0	0
Interest income	0	0	0	0
Other, net	0	(602)	0	621
Depreciation and amortization	14,989	11,335	27,398	21,906
Capital expenditures	27,733	42,891	54,670	76,003
Goodwill	249,992	191,485	249,992	191,485
Total assets	2,319,514	1,800,189	2,319,514	1,800,189
Other
Business segment information
Net sales	48,157	44,760	107,727	93,730
Operating income (loss)	(9,198)	(6,584)	(16,797)	(14,545)
Interest expense	0	0	0	0
Interest income	0	0	0	0
Other, net	0	0	0	0
Depreciation and amortization	510	425	2,259	1,092
Capital expenditures	1,058	182	1,493	317
Goodwill	17,731	17,731	17,731	17,731
Total assets	202,553	161,516	202,553	161,516
Eliminations
Business segment information
Net sales	(28,669)	(24,653)	(66,482)	(55,855)
Operating income (loss)	1,350	1,141	633	(246)
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	(11,177)	(10,724)	(11,177)	(10,724)
Unallocated
Business segment information
Net sales	0	0	0	0
Operating income (loss)	0	0	0	0
Interest expense	3,554	1,782	6,809	3,636
Interest income	69	125	(162)	(245)
Other, net	(5)	0	611	0
Depreciation and amortization	0	0	0	0
Capital expenditures	0	0	0	0
Goodwill	0	0	0	0
Total assets	$ 0	$ 0	$ 0	$ 0

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SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended			6 Months Ended
	Jan. 31, 2015	Nov. 01, 2014	Feb. 01, 2014	Jan. 31, 2015	Feb. 01, 2014
Significant Accounting Policies
Total outbound shipping and handling costs	$ 112,700,000		$ 98,800,000	$ 224,700,000	$ 195,100,000
Reduction to net sales	$ 7,736,000	$ 1,600,000		$ 9,326,000

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jan. 31, 2015

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 2, 2014.

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.

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 $112.7 million and $98.8 million for the three months ended January 31, 2015 and February 1, 2014, respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $224.7 million and $195.1 million for the six months ended January 31, 2015 and February 1, 2014, respectively.

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BUSINESS SEGMENTS

6 Months Ended

Jan. 31, 2015

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 the 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 and snack items, and the Company’s branded 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 new national platform, these corporate expense amounts have increased, which is the primary driver behind the increasing 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 January 31, 2015:
Net sales	$	1,997,058	$	48,157		$	(28,669	)	$	—		$	2,016,546
Operating income (loss)	57,351		(9,198		)	1,350			—			49,503
Interest expense	—		—			—			3,554			3,554
Interest income	—		—			—			(69		)	(69		)
Other, net	—		—			—			(5		)	(5		)
Income before income taxes												46,023
Depreciation and amortization	14,989		510			—			—			15,499
Capital expenditures	27,733		1,058			—			—			28,791
Goodwill	249,992		17,731			—			—			267,723
Total assets	2,319,514		202,553			(11,177		)	—			2,510,890
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

	Wholesale		Other			Eliminations			Unallocated			Consolidated
Six months ended January 31, 2015:
Net sales	$	3,967,777	$	107,727		$	(66,482	)	$	—		$	4,009,022
Operating income (loss)	124,060		(16,797		)	633			—			107,896
Interest expense	—		—			—			6,809			6,809
Interest income	—		—			—			(162		)	(162		)
Other, net	—		—			—			611			611
Income before income taxes												100,638
Depreciation and amortization	27,398		2,259			—			—			29,657
Capital expenditures	54,670		1,493			—			—			56,163
Goodwill	249,992		17,731			—			—			267,723
Total assets	2,319,514		202,553			(11,177		)	—			2,510,890
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

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LONG-TERM DEBT

6 Months Ended

Jan. 31, 2015

Debt Disclosure [Abstract]

Long-term Debt

LONG-TERM DEBT

On August 14, 2014, the Company entered into a real-estate backed Term Loan Agreement (the “Term Loan Agreement”) by and among the Company, its wholly-owned subsidiary Albert’s Organics, Inc. (“Albert's,” and together with the Company, the “Borrowers”), the financial institutions that are parties thereto as lenders (collectively, the “Lenders”), Bank of America, N.A. as administrative agent for the Lenders (the “Administrative Agent”) and the other parties thereto. The total initial borrowings under the Term Loan Agreement were $150.0 million. Borrowings under the Term Loan Agreement are guaranteed by most of the Company's wholly-owned subsidiaries who are not also Borrowers. The Borrowers are required to make $2.5 million principal payments quarterly beginning on November 1, 2014. The Term Loan Agreement will terminate on the earlier of (a) August 14, 2022 and (b) the date that is ninety days prior to the termination date of the Company’s amended and restated revolving credit agreement, as amended. Under the Term Loan Agreement, the Borrowers at their option may request the establishment of one or more new term loan commitments in increments of at least $10.0 million, but not to exceed $50.0 million in total, subject to the approval of the Lenders electing to participate in such incremental loans and the satisfaction of the conditions required by the Term Loan Agreement. The Borrowers will be required to make quarterly principal payments on these incremental borrowings in accordance with the terms of the Term Loan Agreement.

Borrowings under the Term Loan Agreement bear interest at rates that, at the Company's option, can be either: (1) a base rate generally defined as the sum of (i) the highest of (x) the Administrative Agent's prime rate, (y) the average overnight federal funds effective rate plus 0.50% and (z) one-month LIBOR plus one percent (1%) per annum and (ii) a margin of 1.50%; or, (2) a LIBOR rate generally defined as the sum of (i) LIBOR (as published by Reuters or other commercially available sources) for one, two, three or six months or, if approved by all affected lenders, nine months (all as selected by the Company), and (ii) a margin of 2.50%. Interest accrued on borrowings under the Term Loan Agreement is payable in arrears. Interest accrued on any LIBOR loan is payable on the last day of the interest period applicable to the loan and, with respect to any LIBOR loan of more than three (3) months, on the last day of every three (3) months of such interest period. Interest accrued on base rate loans is payable on the first day of every month. The Company is also required to pay certain customary fees to the Administrative Agent. The Borrowers' obligations under the Term Loan Agreement are secured by certain parcels of the Borrowers' real property.

As of January 31, 2015, the Company had borrowings of $145.0 million under the Term Loan Agreement which is included in "Long-term debt" on the Condensed Consolidated Balance Sheet.

During the three months ended January 31, 2015, the Company entered into an amendment to an existing lease agreement for the office space utilized as the Company's corporate headquarters in Providence, Rhode Island. The amendment provides for additional office space to be utilized by the Company and extends the lease term for an additional 10 years. The lease qualifies for capital lease treatment pursuant to FASB ASC 840, Leases, and the estimated fair value of the building is recorded on the Condensed Consolidated Balance Sheet with the capital lease obligation included in "Long-term debt." A portion of each lease payment reduces the amount of the lease obligation, and a portion is recorded as interest expense at an effective rate of approximately 12.37%. The capital lease obligation as of January 31, 2015 was $12.4 million. The Company recorded $0.1 million of interest expense during the three months ended January 31, 2015.

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 January 31, 2015 was $33.0 million. The Company recorded $0.6 million of interest expense during each of the three months ended January 31, 2015 and February 1, 2014 and $1.2 million during each of the six months ended January 31, 2015 and February 1, 2014.

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jan. 31, 2015

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
	January 31, 2015	February 1, 2014	January 31, 2015	February 1, 2014
Basic weighted average shares outstanding	50,025	49,615	49,957	49,490
Net effect of dilutive stock awards based upon the treasury stock method	252	258	238	276
Diluted weighted average shares outstanding	50,277	49,873	50,195	49,766

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EARNINGS PER SHARE (Details)	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Jan. 31, 2015	Feb. 01, 2014
Reconciliation of the basic and diluted number of shares used in computing earnings per share:
Basic weighted average shares outstanding	50,025,000	49,615,000	49,957,000	49,490,000
Net effect of dilutive stock awards based upon the treasury stock method	252,000	258,000	238,000	276,000
Diluted weighted average shares outstanding	50,277,000	49,873,000	50,195,000	49,766,000
Anti-dilutive share-based payment awards outstanding (in shares)	1,456	0	8,336	4,703

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Jan. 31, 2015	Feb. 01, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 27,844	$ 27,951	$ 60,886	$ 55,715
Other comprehensive income (loss), After-tax Amount:
Foreign currency translation adjustments	(9,330)	(5,326)	(11,892)	(5,617)
Total other comprehensive loss, net of tax	(9,330)	(5,326)	(11,892)	(5,617)
Total comprehensive income	$ 18,514	$ 22,625	$ 48,994	$ 50,098

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ACQUISITIONS

6 Months Ended

Jan. 31, 2015

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

During the three months ended January 31, 2015, the Company recorded adjustments to certain provisional amounts recorded as of the fiscal year ended August 2, 2014 related to the acquisition of all of the outstanding capital stock of Tony's Fine Foods ("Tony’s") by the Company’s wholly-owned subsidiary, United Natural Foods West, Inc. ("UNFI West") on July 15, 2014. These adjustments include a decrease to goodwill of $3.1 million related to the settlement of a tax liability that was recorded as a payable as of August 2, 2014 and a decrease to goodwill of $0.1 million related to the working capital adjustment settlement. These adjustments were in addition to those recorded in the first quarter of fiscal 2015, which included (i) an increase to the fair value of the non-competition agreement assets and a decrease to the fair value of the customer relationship intangible asset by $0.9 million and $0.7 million, respectively, recorded within intangible assets based on updated valuation information, (ii) a decrease to the opening value of the property and equipment acquired of $0.8 million based on updated fair value information, and (iii) a decrease to goodwill of $0.1 million related to a preliminary working capital adjustment. The aforementioned adjustments decreased goodwill by a total of $3.2 million in the second fiscal quarter of 2015 and $2.7 million from the balance recorded as of August 2, 2014. While the Company is still completing the final valuation of the acquired fixed assets and intangibles and purchase accounting, the Company does not expect any material changes to the amounts recorded in the financial statements as of January 31, 2015. Net sales from the acquired business totaled approximately $232.6 million and $447.4 million for the three and six months endedJanuary 31, 2015, respectively, and are included within the Company's wholesale segment.

The cash portion of the purchase price paid for Tony's was financed through borrowings under the Company’s amended and restated revolving credit facility. Acquisition costs related to the purchase have been expensed as incurred and are included within "Operating Expenses" in the Condensed Consolidated Statements of Income. The business was absorbed by the operations of the Company’s broadline distribution business; therefore, the Company does not record the expenses separately from the rest of the broadline distribution business and it is not possible to provide complete financial results separately for the business.

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ACQUISITIONS (Details) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Jan. 31, 2015	Feb. 01, 2014	Nov. 01, 2014
Acquisitions
Net sales	$ 2,016,546,000	$ 1,646,041,000	$ 4,009,022,000	$ 3,248,052,000
Payments to Acquire Businesses, Net of Cash Acquired			(7,987,000)	(23,005,000)
Tony's Fine Foods [Member]
Acquisitions
Goodwill, Purchase Accounting Adjustments	3,200,000		2,700,000
Net sales	232,600,000		447,400,000
Purchase Accounting Adjustments [Domain]
Acquisitions
Identifiable intangible assets					900,000
Customer relationship					700,000
Property and equipment					800,000
Goodwill, Purchase Accounting Adjustments	$ 3,100,000				$ 100,000