55 unchanged sentences
and reducing our net working capital position.
+Added: The Company is in the process of realigning its commercial wholesale organization into two product-centered divisions that are expected to enhance service to its customers and suppliers.
+Added: These two divisions are Conventional Grocery Products and Natural, Organic, Specialty & Fresh Products.
+Added: Each division will have focused sales teams aligned to the unique product and service needs of its customers and will be supported by dedicated functional experts in merchandising, operations, procurement and supplier services.
+Added: In addition, capability centers of excellence in areas such as supply chain, professional and digital services, and private brands will work across the divisions to help create customized programs to help customers and suppliers accelerate their growth strategies.
We expect to continue to use available capital to re-invest in our business and are committed to improving our free cash flow and financial leverage while reducing outstanding debt.
12 unchanged sentences
In the first quarter of fiscal 2025, we consolidated the volume of two distribution centers into other facilities in the Central region.
−Removed: Subsequent to the first quarter of fiscal 2025, we announced the closure of a third distribution center in the Central region.
−Removed: We expect to achieve cost savings as a result of these efforts through eliminating inefficiencies, including incurring lower operating and shrink expenses.
−Removed: These actions are also expected to improve the product assortment and overall customer experience.
+Added: In the second quarter of fiscal 2025, we announced the closure of a third distribution center in the Central region, which was completed subsequent to the second quarter of fiscal 2025.
+Added: We expect to achieve cost savings as a result of these efforts through streamlining operations and delivering efficiencies, including incurring lower operating and shrink expenses, while also improving product assortment and overall customer experience.
In the first quarter of fiscal 2025, we began operating a new distribution center in Manchester, Pennsylvania, which has approximately 1.3 million square feet, optimizes volume from other nearby distribution centers in the East region and primarily distributes natural products.
5 unchanged sentences
Retail Operations
−Removed: We currently operate 76 retail grocery stores, including 54 Cub Foods corporate stores and 22 Shoppers Food Warehouse stores.
−Removed: In addition, we supply another 26 Cub Foods stores operated by our Wholesale customers through franchise and equity ownership arrangements.
+Added: We currently operate 75 grocery stores, including 53 Cub Foods stores and 22 Shoppers stores.
+Added: In addition, we supply another 26 Cub Foods stores operated by our Wholesale customers through franchise and minority equity ownership arrangements.
We operate 80 pharmacies primarily within the stores we operate and the stores of our franchisees.
1 unchanged sentence
We plan to continue to invest in our Retail segment in areas such as customer-facing merchandising initiatives, physical facilities, technology and operational tools.
−Removed: Cub Foods and Shoppers Food Warehouse anticipate continued investment in improving the customer and associate experience through express remodels focused on customer facing elements.
+Added: Cub Foods and Shoppers anticipate continued investment in improving the customer and associate experience through express remodels focused on customer facing elements.
Impact of Product Cost Changes
−Removed: We experienced a mix of inflation and deflation across product categories during the first quarter of fiscal 2025.
−Removed: In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately one percent in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024.
+Added: We experienced a mix of inflation and deflation across product categories during the second quarter of fiscal 2025.
+Added: In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately two percent in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024.
Cost inflation and deflation estimates are based on individual like items sold during the periods being compared.
+Added: Our pricing to our customers is determined at the time of sale, primarily based on the then prevailing vendor listed base cost, and includes discounts we offer to our customers.
Changes in merchandising, customer buying habits and competitive pressures create inherent difficulties in measuring the impact of inflation and deflation on Net sales and Gross profit.
−Removed: Absent any changes in units sold or the mix of units sold, inflation generally has the effect of increasing sales.
+Added: Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold, mix of units sold and vendor promotions are constant.
Under the last-in, first out (“LIFO”) method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory quantities and costs, which generally has the effect of decreasing Gross profit and the carrying value of inventory during periods of inflation.
−Removed: Our pricing to our customers is determined at the time of sale primarily based on the then prevailing vendor listed base cost, and includes discounts we offer to our customers.
−Removed: Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold and vendor promotions are constant.
−Removed: In the first quarter of fiscal 2025, we experienced fewer and less significant vendor product cost increases as compared to the first quarter of fiscal 2024.
−Removed: These decreases negatively impacted our gross profit rate when comparing the first quarter of fiscal 2025 to the first quarter of fiscal 2024.
+Added: We continued to experience fewer and less significant vendor product cost increases in the second quarter of fiscal 2025, which negatively impacted our gross profit rate when comparing to the second quarter of fiscal 2024.
Composition of Condensed Consolidated Statements of Operations and Business Performance Assessment
30 unchanged sentences
The following table sets forth a summary of our results of operations and Adjusted EBITDA for the periods indicated.
−Removed: 13-Week Period Ended
−Removed: (in millions) November 2, 2024 October 28, 2023 Change
+Added: 13-Week Period Ended 26-Week Period Ended
+Added: (in millions) February 1, 2025 January 27, 2024 Change February 1, 2025 January 27, 2024 Change
Net sales $ 8,158 $ 7,775 $ 383 $ 16,029 $ 15,327 $ 702
4 unchanged sentences
Loss on sale of assets and other asset charges 5 5 — 11 24 (13)
−Removed: Operating income (loss) 5 (16) 21
+Added: Operating income 27 16 11 32 — 32
Net periodic benefit income, excluding service cost (5) (4) (1) (10) (7) (3)
10 unchanged sentences
The following table reconciles Net loss including noncontrolling interests to Adjusted EBITDA:
−Removed: 13-Week Period Ended
−Removed: (in millions) November 2, 2024 October 28, 2023
+Added: 13-Week Period Ended 26-Week Period Ended
+Added: (in millions) February 1, 2025 January 27, 2024 February 1, 2025 January 27, 2024
Net loss including noncontrolling interests $ (2) $ (14) $ (22) $ (53)
2 unchanged sentences
Net periodic benefit income, excluding service cost
+Added: (5) (4) (10) (7)
Interest expense, net 38 40 74 75
9 unchanged sentences
Adjusted EBITDA $ 145 $ 128 $ 279 $ 245
−Removed: (1) The first quarter of fiscal 2024 primarily includes a $21 million non-cash asset impairment charge related to one of our corporate-owned office locations.
+Added: (1) Fiscal 2024 primarily includes a $21 million non-cash asset impairment charge related to one of our corporate-owned office locations.
(2) Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.
−Removed: (3) The first quarter of fiscal 2024 primarily reflects third-party professional service fees related to shareholder negotiations.
+Added: (3) Fiscal 2025 primarily reflects certain estimated accrued legal-related costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.
+Added: Fiscal 2024 primarily reflects third-party professional service fees related to shareholder negotiations, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.
RESULTS OF OPERATIONS
−Removed: Our Net sales by customer channel was as follows (in millions except percentages):
+Added: In the second quarter of fiscal 2025, we announced that we are realigning our commercial wholesale organization as discussed in Executive Overview - Business Overview section above.
+Added: We updated our presentation of disaggregated revenue to align with how management evaluates our top-line commercial and financial performance.
+Added: Prior period disaggregation of revenue amounts have been recast to conform with our current period presentation.
+Added: The following table sets forth Net sales by category for the periods indicated.
+Added: Refer to Note 3—Revenue Recognition in Part 1, Item 1 of this Quarterly Report on Form 10-Q for our category definitions and additional information.
13-Week Period Ended
+Added: Increase (Decrease) 26-Week Period Ended
Increase (Decrease)
−Removed: Customer Channel (1)
−Removed: 2024 October 28,
−Removed: Chains $ 3,294 $ 3,184 $ 110 3.5 %
−Removed: Independent retailers 1,853 1,899 (46) (2.4) %
−Removed: Supernatural 1,835 1,612 223 13.8 %
+Added: (in millions, except percentages) February 1,
+Added: 2025 January 27,
+Added: 2024 $ % February 1,
+Added: 2025 January 27,
+Added: Natural $ 4,021 $ 3,715 $ 306 8.2 % $ 7,859 $ 7,292 $ 567 7.8 %
+Added: Conventional 3,861 3,783 78 2.1 % 7,625 7,495 130 1.7 %
Retail 610 631 (21) (3.3) % 1,196 1,237 (41) (3.3) %
−Removed: Other 666 646 20 3.1 %
Eliminations (334) (354) 20 (5.6) % (651) (697) 46 (6.6) %
Total net sales $ 8,158 $ 7,775 $ 383 4.9 % $ 16,029 $ 15,327 $ 702 4.6 %
−Removed: (1) Refer to Note 3—Revenue Recognition in Part 1, Item 1 of this Quarterly Report on Form 10-Q for our channel definitions and additional information.
−Removed: Our Net sales for the first quarter of fiscal 2025 increased approximately 4.2% from the first quarter of fiscal 2024.
−Removed: The increase in Net sales was primarily driven by an increase in unit volumes, including new business with existing and new customers, as well as inflation.
+Added: Second Quarter
+Added: Our Net sales for the second quarter of fiscal 2025 increased approximately 4.9% from the second quarter of fiscal 2024.
+Added: The increase in Net sales was primarily driven by an increase in Natural unit volumes, including new business with existing and new customers, as well as inflation.
Retail Net sales decreased primarily due to a 0.4% decrease in identical store sales from lower volume, and store closures.
+Added: Our Net sales for fiscal 2025 year-to-date increased approximately 4.6% from fiscal 2024 year-to-date.
+Added: The increase in Net sales was primarily driven by an increase in Natural unit volumes, including new business with existing and new customers, as well as inflation.
+Added: Retail Net sales decreased primarily due to a 0.9% decrease in identical store sales from lower volume, and store closures.
Cost of Sales and Gross Profit
−Removed: Our Gross profit increased $8 million, or 0.8%, to $1,038 million for the first quarter of fiscal 2025, from $1,030 million for the first quarter of fiscal 2024.
−Removed: Our Gross profit as a percentage of Net sales decreased to 13.2% for the first quarter of fiscal 2025 compared to 13.6% for the first quarter of fiscal 2024.
−Removed: The LIFO charge was $7 million in each of the first quarters of fiscal 2025 and 2024.
−Removed: E xcluding the non-cash LIFO charge, gross profit rate was 13.3% of Net sales and 13.7% of Net sales for the first quarter of fiscal 2025 and 2024 , respectively.
+Added: Our Gross profit increased $37 million, or 3.6%, to $1,072 million for the second quarter of fiscal 2025, from $1,035 million for the second quarter of fiscal 2024.
+Added: Our Gross profit as a percentage of Net sales decreased to 13.1% for the second quarter of fiscal 2025 compared to 13.3% for the second quarter of fiscal 2024.
+Added: The LIFO charge was $3 million and $6 million in the second quarters of fiscal 2025 and 2024, respectively.
+Added: E xcluding the non-cash LIFO charge, gross profit rate was 13.2% of Net sales and 13.4% of Net sales for the second quarter of fiscal 2025 and 2024 , respectively.
+Added: The decrease in gross profit rate, excluding the LIFO charge, was primarily driven by lower product margin rates and customer and product mix, which were partially offset through supplier programs, the benefit of lower shrink expense and a higher retail gross margin rate.
+Added: Our Gross profit increased $45 million, or 2.2%, to $2,110 million for fiscal 2025 year-to-date, from $2,065 million for fiscal 2024 year-to-date.
+Added: Our Gross profit as a percentage of Net sales decreased to 13.2% for fiscal 2025 year-to-date compared to 13.5% for fiscal 2024 year-to-date.
+Added: The LIFO charge was $10 million and $13 million for fiscal 2025 and 2024 year-to-date, respectively.
+Added: E xcluding the non-cash LIFO charge, gross profit rate was 13.2% of Net sales and 13.6% of Net sales for fiscal 2025 and 2024 year-to-date , respectively.
The decrease in gross profit rate, excluding the LIFO charge, was primarily driven by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense.
Operating Expenses
−Removed: Operating expenses decreased $8 million, or 0.8%, to $1,015 million, or 12.9% of Net sales, for the first quarter of fiscal 2025 compared to $1,023 million, or 13.5% of Net sales, for the first quarter of fiscal 2024.
+Added: Operating expenses increased $21 million, or 2.1%, to $1,031 million, or 12.6% of Net sales, for the second quarter of fiscal 2025 compared to $1,010 million, or 13.0% of Net sales, for the second quarter of fiscal 2024.
+Added: The decrease in Operating expenses as a percentage of Net sales was primarily driven by the leveraging impact of higher sales and the benefits from cost saving initiatives.
+Added: Operating expenses increased $13 million, or 0.6%, to $2,046 million, or 12.8% of Net sales, for fiscal 2025 year-to-date compared to $2,033 million, or 13.3% of Net sales, for fiscal 2024 year-to-date.
The decrease in Operating expenses as a percentage of Net sales was primarily driven by benefits from cost saving initiatives and the leveraging impact of higher sales.
Restructuring, Acquisition and Integration Related Expenses
−Removed: Restructuring, acquisition and integration related expenses were $12 million for the first quarter of fiscal 2025, compared to $4 million for the first quarter of fiscal 2024.
−Removed: The increase was primarily driven by higher costs associated with certain employee severance and other employee separation costs in the first quarter of fiscal 2025.
+Added: Restructuring, acquisition and integration related expenses increased $5 million to $9 million for the second quarter of fiscal 2025, compared to $4 million for the second quarter of fiscal 2024.
+Added: The increase was primarily driven by higher costs associated with certain employee severance and other employee separation costs in the second quarter of fiscal 2025.
+Added: Restructuring, acquisition and integration related expenses increased $13 million to $21 million for fiscal 2025 year-to-date, compared to $8 million for fiscal 2024 year-to-date.
+Added: The increase was primarily driven by higher costs associated with certain employee severance and other employee separation costs in fiscal 2025 year-to-date.
Loss on Sale of Assets and Other Asset Charges
−Removed: Loss on sale of assets and other asset charges decreased $13 million to $6 million for the first quarter of fiscal 2025, from $19 million for the first quarter of fiscal 2024.
−Removed: The first quarter of fiscal 2024 primarily included a $21 million asset impairment charge related to one of our corporate-owned office locations, while there were no asset impairment charges in the first quarter of fiscal 2025.
−Removed: Operating Income (Loss)
−Removed: Reflecting the factors described above, Operating income increased $21 million to $5 million for the first quarter of fiscal 2025, compared to Operating loss of $16 million for the first quarter of fiscal 2024.
−Removed: The increase in Operating income was primarily driven by a decrease in Loss on sale of asset and other asset charges and Operating expenses and an increase in Gross profit, partially offset by an increase in Restructuring, acquisition and integration related expenses in the first quarter of fiscal 2025, each as described above.
+Added: Loss on sale of assets and other asset charges was $5 million for the second quarters of fiscal 2025 and 2024.
+Added: The second quarters of fiscal 2025 and 2024 primarily included losses on the sales of receivables under the accounts receivable monetization program.
+Added: Loss on sale of assets and other asset charges decreased $13 million to $11 million for fiscal 2025 year-to-date, from $24 million for fiscal 2024 year-to-date.
+Added: Fiscal 2024 year-to-date primarily included a $21 million asset impairment charge related to one of our corporate-owned office locations.
+Added: Fiscal 2025 and 2024 year-to-date included losses on the sales of receivables under the accounts receivable monetization program.
+Added: Operating Income
+Added: Reflecting the factors described above, Operating income increased $11 million to $27 million for the second quarter of fiscal 2025, compared to Operating income of $16 million for the second quarter of fiscal 2024.
+Added: The increase in Operating income was primarily driven by an increase in Gross profit, partially offset by an increase in Operating expenses and Restructuring, acquisition and integration related expenses in the second quarter of fiscal 2025, each as described above.
+Added: Reflecting the factors described above, Operating income increased $32 million to $32 million for fiscal 2025 year-to-date, compared to Operating income of $0 million for fiscal 2024 year-to-date.
+Added: The increase in Operating income was primarily driven by an increase in Gross profit and a decrease in Loss on sale of asset and other asset charges, partially offset by an increase in Operating expenses and Restructuring, acquisition and integration related expenses in fiscal 2025 year-to-date, each as described above.
Interest Expense, Net
−Removed: 13-Week Period Ended
−Removed: (in millions) November 2, 2024 October 28, 2023
+Added: 13-Week Period Ended 26-Week Period Ended
+Added: (in millions) February 1, 2025 January 27, 2024 February 1, 2025 January 27, 2024
Interest expense on long-term debt, net of capitalized interest $ 36 $ 37 $ 71 $ 70
3 unchanged sentences
Interest expense, net $ 38 $ 40 $ 74 $ 75
−Removed: The increase in interest expense, net, in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily driven by higher average interest rates.
+Added: The decrease in interest expense, net, in the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 was primarily driven by lower outstanding debt balances.
+Added: The decrease in interest expense, net, in fiscal 2025 year-to-date compared to fiscal 2024 year-to-date was primarily driven by lower outstanding debt balances.
Benefit for Income Taxes
−Removed: The effective tax rate for the first quarter of fiscal 2025 was a benefit rate of 16.7% on pre-tax loss compared to a benefit rate of 18.8% on pre-tax loss for the first quarter of fiscal 2024.
−Removed: The change from the first quarter of fiscal 2024 is primarily driven by an increase in state net operating loss valuation allowances for the first quarter of fiscal 2025.
+Added: The effective tax rate for the second quarter of fiscal 2025 was a benefit rate of 60.0% on pre-tax loss compared to a benefit rate of 26.3% on pre-tax loss for the second quarter of fiscal 2024.
+Added: The change from the second quarter of fiscal 2024 is primarily driven by a reduction in pre-tax loss combined with discrete tax benefits resulting from share award vestings in the second quarter of fiscal 2025.
+Added: The effective tax rate for fiscal 2025 year-to-date was a benefit rate of 24.1% on pre-tax loss compared to a benefit rate of 20.9% on pre-tax loss for fiscal 2024 year-to-date.
+Added: The change from fiscal 2024 year-to-date is primarily driven by a reduction in pre-tax loss for fiscal 2025 year-to-date and a decrease in discrete tax expenses resulting from share award vestings through the second quarter of fiscal 2025.
Net Loss Attributable to United Natural Foods, Inc.
Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc.
−Removed: was $21 million, or $0.35 per diluted common share, for the first quarter of fiscal 2025, compared to Net loss attributable to United Natural Foods, Inc.
−Removed: of $39 million, or $0.67 per diluted common share, for the first quarter of fiscal 2024.
+Added: was $3 million, or $0.05 per diluted common share, for the second quarter of fiscal 2025, compared to Net loss attributable to United Natural Foods, Inc.
+Added: of $15 million, or $0.25 per diluted common share, for the second quarter of fiscal 2024.
+Added: Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc.
+Added: was $24 million, or $0.39 per diluted common share, for fiscal 2025 year-to-date, compared to Net loss attributable to United Natural Foods, Inc.
+Added: of $54 million, or $0.92 per diluted common share, for fiscal 2024 year-to-date.
Segment Results of Operations
1 unchanged sentence
The following tables set forth Net sales and Adjusted EBITDA by segment for the periods indicated.
−Removed: 13-Week Period Ended
−Removed: (in millions) November 2, 2024 October 28, 2023 Change
+Added: 13-Week Period Ended 26-Week Period Ended
+Added: (in millions) February 1, 2025 January 27, 2024 Change February 1, 2025 January 27, 2024 Change
Wholesale $ 7,872 $ 7,487 $ 385 $ 15,462 $ 14,768 $ 694
9 unchanged sentences
Total Adjusted EBITDA $ 145 $ 128 $ 17 $ 279 $ 245 $ 34
−Removed: Wholesale’s Net sales increased in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 primarily due to an increase in unit volumes, including new business with existing and new customers, as well as inflation, as discussed in Results of Operations - Net Sales section above.
−Removed: Retail’s Net sales decreased in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 primarily due to a 1.4% decrease in identical store sales from lower volume, and store closures.
−Removed: Lower eliminations of Net sales in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.
+Added: Second Quarter
+Added: Wholesale’s Net sales increased in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 primarily due to a 3% increase in unit volumes, including new business with existing and new customers, as well as inflation, as discussed in Results of Operations - Net Sales section above.
+Added: Retail’s Net sales decreased in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 primarily due to a 0.4% decrease in identical store sales from lower volume, and store closures.
+Added: Lower eliminations of Net sales in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.
+Added: Wholesale’s Net sales increased for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date primarily due to an increase in unit volumes, including new business with existing and new customers, as well as inflation, as discussed in Results of Operations - Net Sales section above.
+Added: Retail’s Net sales decreased for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date primarily due to a 0.9% decrease in identical store sales from lower volume, and store closures.
+Added: Lower eliminations of Net sales for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.
Adjusted EBITDA
−Removed: Wholesale’s Adjusted EBITDA increased 12.0% for the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024.
−Removed: The increase was driven by gross profit growth excluding the LIFO charge and a decrease in operating expenses.
−Removed: Wholesale’s Gross profit excluding the LIFO charge for the first quarter of fiscal 2025 increased $10 million and gross profit rate decreased approximately 36 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense.
−Removed: Wholesale’s Operating expense decreased $4 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 13—Business Segments.
+Added: Second Quarter
+Added: Wholesale’s Adjusted EBITDA increased $18 million, or 15.3%, for the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024.
+Added: The increase was driven by gross profit growth excluding the LIFO charge, partially offset by an increase in operating expenses.
+Added: Wholesale’s Gross profit excluding the LIFO charge for the second quarter of fiscal 2025 increased $36 million and gross profit rate decreased approximately 11 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense.
+Added: Wholesale’s Operating expense increased $18 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 13—Business Segments.
Wholesale’s operating expense rate decreased 28 basis points primarily due to benefits from cost saving initiatives and the leveraging impact of higher sales.
−Removed: Wholesale’s depreciation and amortization expense increased $3 million in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024.
−Removed: Retail’s Adjusted EBITDA increased $1 million for the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024.
−Removed: The increase was driven primarily by lower operating expenses from operating efficiencies, which were largely offset by a decline in gross profit primarily due to lower sales volume.
+Added: Retail’s Adjusted EBITDA decreased $2 million, or 25.0%, for the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024.
+Added: The decrease was driven primarily by a decline in gross profit primarily due to lower sales volume, which was partially offset by the benefit of lower shrink expense which favorably impacted margin rate.
Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 13—Business Segments.
−Removed: Retail’s depreciation and amortization expense increased $1 million compared to the first quarter of fiscal 2024.
+Added: Wholesale’s Adjusted EBITDA increased $32 million, or 13.6%, for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date.
+Added: The increase was driven by gross profit growth excluding the LIFO charge, partially offset by an increase in operating expenses.
+Added: Wholesale’s Gross profit excluding the LIFO charge for fiscal 2025 year-to-date increased $46 million and gross profit rate increased approximately 24 basis points driven primarily by supplier programs and the benefit of lower shrink expense, which were partially offset by lower product margin rates and customer and product mix.
+Added: Wholesale’s Operating expense increased $14 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 13—Business Segments.
+Added: Wholesale’s operating expense rate decreased 38 basis points primarily due to benefits from cost saving initiatives and the leveraging impact of higher sales.
+Added: Retail’s Adjusted EBITDA decreased $1 million, or 14.3%, for fiscal 2025 year-to-date as compared to fiscal 2024 year-to-date.
+Added: The decrease was driven primarily by a decline in gross profit primarily due to lower sales volume, which was largely offset by lower operating expenses from operating efficiencies.
+Added: Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 13—Business Segments.
LIQUIDITY AND CAPITAL RESOURCES
−Removed: • Total liquidity as of November 2, 2024 was $1,174 million and consisted of the following:
−Removed: ◦ $1,137 million of unused credit under our asset-based revolving credit facility (the “ABL Credit Facility”), which decreased $98 million from $1,235 million as of August 3, 2024, primarily due to increased cash utilized to fund seasonal working capital increases;
−Removed: ◦ $37 million of cash and cash equivalents, which decreased $3 million from $40 million as of August 3, 2024.
−Removed: • Total debt increased $162 million to $2,247 million as of November 2, 2024 from $2,085 million as of August 3, 2024, primarily related to additional net borrowings under the ABL Credit Facility to fund seasonal working capital increases and payments for capital expenditures.
−Removed: • Working capital increased $176 million to $1,213 million as of November 2, 2024 from $1,037 million as of August 3, 2024, primarily due to seasonal increases in inventory and accounts receivable levels, partially offset by an increase in accounts payable related to inventories.
+Added: • Total liquidity as of February 1, 2025 was $1,312 million and consisted of the following:
+Added: ◦ $1,268 million of unused credit under our asset-based revolving credit facility (the “ABL Credit Facility”), which increased $33 million from $1,235 million as of August 3, 2024, primarily due to an increase in the borrowing base and a reduction of net borrowings under the ABL Credit Facility;
+Added: ◦ $44 million of cash and cash equivalents, which increased $4 million from $40 million as of August 3, 2024.
+Added: • Total debt decreased $14 million to $2,071 million as of February 1, 2025 from $2,085 million as of August 3, 2024, primarily related to a reduction in net borrowings under the ABL Credit Facility due to net cash provided by operating activities, partially offset by payments for capital expenditures.
+Added: • Working capital increased $50 million to $1,087 million as of February 1, 2025 from $1,037 million as of August 3, 2024, primarily due to increases in accounts receivable and inventory levels, partially offset by an increase in accounts payable related to inventories.
Sources and Uses of Cash
6 unchanged sentences
Our continued access to short-term and long-term financing through credit markets depends on numerous factors, including the condition of the credit markets and our results of operations, cash flows, financial position and credit ratings.
−Removed: Primary uses of cash include debt service, capital expenditures, working capital maintenance, investments in cloud technologies and income tax payments.
+Added: Primary uses of cash include debt service, capital expenditures, working capital maintenance depending on seasonality and other fluctuations, investments in cloud technologies and income tax payments.
We typically finance working capital needs with cash provided from operating activities and short-term borrowings.
5 unchanged sentences
Long-Term Debt
−Removed: During the first quarter of fiscal 2025, we borrowed a net $163 million under the ABL Credit Facility.
+Added: During fiscal 2025 year-to-date, we reduced borrowings by a net $13 million under the ABL Credit Facility.
Refer to Note 8—Long-Term Debt in Part I, Item 1 of this Quarterly Report on Form 10-Q for a detailed discussion of the provisions of our credit facilities and certain long-term debt agreements and additional information.
−Removed: Our term loan agreement dated as of October 22, 2018, (as amended, the “Term Loan Agreement”) and Senior Notes do not include any financial maintenance covenants.
+Added: Our term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) and our Senior Notes do not include any financial maintenance covenants.
Our revolving credit agreement dated as of June 3, 2022 (as amended, the “ABL Loan Agreement”) subjects us to a fixed charge coverage ratio of at least 1.0 to 1.0 calculated at the end of each of our fiscal quarters on a rolling four quarter basis, if the adjusted aggregate availability is ever less than the greater of (i) $220 million, or $210 million if no ABL FILO Loans are then outstanding at such time, and (ii) 10% of the aggregate borrowing base.
3 unchanged sentences
If we fail to comply with any of these covenants, we may be in default under the applicable debt agreement, and all amounts due thereunder may become immediately due and payable.
−Removed: The potential amount of prepayment under the Term Loan Facility from Excess Cash Flow (as defined in the Term Loan Agreement) in fiscal 2025 that may be required in fiscal 2026 is not reasonably estimable as of November 2, 2024.
+Added: The potential amount of prepayment under the Term Loan Facility from Excess Cash Flow (as defined in the Term Loan Agreement) in fiscal 2025 that may be required in fiscal 2026 is not reasonably estimable as of February 1, 2025.
Derivatives and Hedging Activity
1 unchanged sentence
Interest rate swap contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures.
−Removed: As of November 2, 2024, we had an aggregate of $750 million of floating rate notional debt subject to active interest rate swap contracts, which effectively fix the SOFR component of our floating interest payments through pay fixed and receive floating interest rate swap agreements.
+Added: As of February 1, 2025, we had an aggregate of $750 million of floating rate notional debt subject to active interest rate swap contracts, which effectively fix the Secured Overnight Financing Rate (“SOFR”) component of our floating interest payments through pay fixed and receive floating interest rate swap agreements.
These fixed rates range from 2.475% to 4.130%, with maturities between October 2025 and June 2028.
−Removed: The fair values of these interest rate derivatives represent a total net asset of $4 million as of November 2, 2024, and are subject to volatility based on changes in market interest rates.
+Added: The fair values of these interest rate derivatives represent a total net asset of $5 million as of February 1, 2025, and are subject to volatility based on changes in market interest rates.
From time to time, we enter into fixed price fuel supply agreements and foreign currency hedges.
−Removed: As of November 2, 2024, we had fixed price fuel contracts and foreign currency forward agreements outstanding.
+Added: As of February 1, 2025, we had fixed price fuel contracts and foreign currency forward agreements outstanding.
Gains and losses and the outstanding assets and liabilities from these arrangements are insignificant.
Payments for Capital Expenditures and Cloud Technology Implementation Expenditures
−Removed: Our capital expenditures for the first quarter of fiscal 2025 were $49 million compared to $74 million for the first quarter of fiscal 2024, a decrease of $25 million.
−Removed: Our capital spending for the first quarter of fiscal 2025 and 2024 principally included supply chain and information technology expenditures, including investments in growth initiatives and maintenance expenditures.
−Removed: Cloud technology implementation expenditures, which are included in operating activities in the Condensed Consolidated Statements of Cash Flows, were $4 million for the first quarter of fiscal 2025 compared to $9 million for the first quarter of fiscal 2024.
+Added: Our capital expenditures for fiscal 2025 year-to-date were $103 million compared to $141 million for fiscal 2024 year-to-date, a decrease of $38 million.
+Added: Our capital spending for fiscal 2025 and 2024 year-to-date principally included supply chain and information technology expenditures, including investments in growth initiatives and maintenance expenditures.
+Added: Cloud technology implementation expenditures, which are included in operating activities in the Condensed Consolidated Statements of Cash Flows, were $5 million for fiscal 2025 year-to-date compared to $17 million for fiscal 2024 year-to-date.
Fiscal 2025 capital and cloud implementation spending is expected to be approximately $300 million and include projects that automate, optimize and expand our distribution network, as well as our technology platform investments.
5 unchanged sentences
26-Week Period Ended
−Removed: (in millions) November 2, 2024 October 28, 2023 Change
−Removed: Net cash used in operating activities
+Added: (in millions) February 1, 2025 January 27, 2024 Change
+Added: Net cash provided by (used in) operating activities
$ 137 $ (71) $ 208
Net cash used in investing activities
−Removed: Net cash provided by financing activities
(100) (142) 42
−Removed: Net decrease in cash and cash equivalents (3) — (3)
+Added: Net cash (used in) provided by financing activities
+Added: (32) 210 (242)
+Added: Effect of exchange rate on cash (1) — (1)
+Added: Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, at beginning of period 40 37 3
Cash and cash equivalents, at end of period $ 44 $ 34 $ 10
−Removed: The decrease in net cash used in operating activities in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily due to lower levels of cash utilized in net working capital, including lower inventory levels compared to the first quarter of fiscal 2024.
−Removed: This decrease was partially offset by payments related to accrued incentive compensation in the first quarter of fiscal 2025.
−Removed: The decrease in net cash used in investing activities in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily due to lower payments for capital expenditures in the first quarter of fiscal 2025.
−Removed: The decrease in net cash provided by financing activities in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily due to a decrease in net proceeds from borrowings under the ABL Credit Facility resulting from decreases in net cash used in operating activities and decreases in net cash used in investing activities, as described above.
+Added: The increase in net cash provided by operating activities in fiscal 2025 year-to-date compared to fiscal 2024 year-to-date was primarily due to lower levels of cash utilized in net working capital.
+Added: The decrease in net cash used in investing activities in fiscal 2025 year-to-date compared to fiscal 2024 year-to-date was primarily due to lower payments for capital expenditures in fiscal 2025 year-to-date.
+Added: The increase in net cash used in financing activities in fiscal 2025 year-to-date compared to fiscal 2024 year-to-date was primarily due to an increase in net repayments of borrowings under the ABL Credit Facility resulting from the increase in net cash provided by operating activities and the decrease in net cash used in investing activities, as described above.
Other Obligations and Commitments
33 unchanged sentences
In September 2022, our Board of Directors authorized a repurchase program for up to $200 million of our common stock over a term of four years (the “2022 Repurchase Program”).
−Removed: We did not repurchase any shares of our common stock in the first quarter of fiscal 2025.
−Removed: As of November 2, 2024, we had $138 million remaining authorized under the 2022 Repurchase Program.
+Added: We did not repurchase any shares of our common stock in fiscal 2025 year-to-date.
+Added: As of February 1, 2025, we had $138 million remaining authorized under the 2022 Repurchase Program.
We will manage the timing of any repurchases of our common stock in response to market conditions and other relevant factors, including any limitations on our ability to make repurchases under the terms of our ABL Credit Facility, Term Loan Facility and Senior Notes.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.