8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2018

UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware	001-15723	05-0376157
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
313 Iron Horse Way, Providence, RI 02908
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (401) 528-8634

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

United Natural Foods, Inc. (“UNFI”) is providing corrected slides 11 and 13 of its Supplemental Slide Presentation on UNFI’s Pending Supervalu Acquisition furnished as Exhibit 99.2 to the Current Report on Form 8-K dated September 20, 2018 (the “Original 8-K”) and the corrected press release furnished as Exhibit 99.1 to the Original 8-K, in each case to correct an error in Normalized Leverage (which has been changed from 3.9x to 4.0x) and Normalized LTM Adjusted EBITDA (which has been reduced by $29M). These corrections do not have any impact on the reported results for the fourth quarter and fiscal year ended July 28, 2018 or on any other amounts or disclosures provided in the Original 8-K including the year 1 pro forma Adjusted EBITDA for the combined company of $655M to $675M, excluding one-time costs. Copies of the revised press release (marked to show this change) and the corrected slides 11 and 13 are attached hereto as Exhibits 99.1 and 99.2, respectively.  

This information, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Updated Press Release of United Natural Foods, Inc. dated September 20, 2018
99.2	Updated Slides 11 and 13 of Supplemental Slide Presentation dated September 20, 2018

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 hereunto duly authorized.

UNITED NATURAL FOODS, INC.
By:	/s/ Michael P. Zechmeister
Name:	Michael P. Zechmeister
Title:	Chief Financial Officer

Date:    September 28, 2018

EXHIBIT INDEX

Exhibit No.	Description
99.1	Updated Press Release of United Natural Foods, Inc. dated September 20, 2018
99.2	Updated Slides 11 and 13 of Supplemental Slide Presentation dated September 20, 2018

EX-99.1

IMMEDIATE RELEASE

September 20, 2018

UNFI ANNOUNCES FOURTH QUARTER AND FISCAL 2018 RESULTS

Record Fiscal 2018 Net Sales of $10.23 Billion

Provides Details on Pending SUPERVALU Acquisition

Providence, Rhode Island - September 20, 2018 -- United Natural Foods, Inc. (Nasdaq: UNFI) (the "Company") today reported financial results for the fourth quarter and fiscal year ended July 28, 2018.

Fourth Quarter and Full Year Fiscal 2018 Highlights

	13-Week Period Ended						Fiscal Year Ended
($ in thousands, except for per share data)	July 28, 2018		July 29, 2017		Change		July 28, 2018		July 29, 2017		Change
Net Sales	$	2,592,248	$	2,341,033	10.7	%	$	10,226,683	$	9,274,471	10.3	%
Operating Income	$	49,757	$	61,469	(19.1	)%	$	227,225	$	226,025	0.5	%
Adjusted Operating Income(1)	$	59,344	$	64,387	(7.8	)%	$	248,205	$	232,889	6.6	%
Net Income	$	32,788	$	38,869	(15.6	)%	$	165,670	$	130,155	27.3	%
Adjusted EBITDA(1)	$	80,993	$	86,508	(6.4	)%	$	335,836	$	318,940	5.3	%
Earnings Per Diluted Share (EPS)	$	0.64	$	0.76	(15.8	)%	$	3.26	$	2.56	27.3	%
Adjusted EPS(1)	$	0.76	$	0.72	5.6	%	$	3.11	$	2.57	21.0	%

(1) Please refer to the tables in this press release for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP.

"We continued to deliver solid top-line growth across our customer channels, demonstrating sustained strong demand for UNFI's product assortment and services. On the bottom-line, our results reflected the impact of customer mix shift and higher than anticipated freight costs, while improvement in our working capital has resulted in record free cash flow for the quarter," said Steven L. Spinner, Chairman and Chief Executive Officer. "We are on track to close the SUPERVALU transaction in the fourth quarter of calendar 2018, and our teams are hard at work planning for the integration to capture the significant synergies and strategic benefits of this transformative combination, positioning our company for growth and value creation."

Fourth Quarter Fiscal 2018 Summary

Net sales by customer channel for the fourth quarter of fiscal 2018 compared to the fourth quarter in fiscal 2017 were as follows ($ in millions):

		13-Week Period Ended
Customer Channel	Y-o-Y Growth	July 28, 2018		July 29, 2017
Supernatural	27.5%	$	982	$	770
Independents	5.7%	651		616
Supermarkets	1.1%	707		699
Other	(1.5)%	252		256
Total		$	2,592	$	2,341

Other customer channeldecline of 1.5% is driven primarily by the divestiture of Earth Origins Market ("Earth Origins") retail business. In the fourth quarter, the Company divested all remaining natural food retail stores that operate under the Earth Origins banner to AMCON Distributing Company.

Gross margin for the fourth quarter of fiscal 2018 was 14.50%, a decrease of 125 basis points from 15.75% for the same period last year. Gross margin was impacted by a shift in customer mix where net sales growth of our largest customer outpaced growth of other customers with higher margin and by an increase in inbound freight costs.

Operating expensesincreased$19.1 million, to $326.2 million in the fourth quarter of fiscal 2018 compared to $307.1 million in the fourth quarter of fiscal 2017. The Company recorded $4.6 million of restructuring and divestiture expenses in the fourth quarter of fiscal 2018 related to the previously announced restructuring and subsequent sale of its Earth Origins retail business and approximately $5.0 million of acquisition related costs associated with the pending SUPERVALU transaction. Total operating expenses were 12.58% of net sales for the fourth quarter of fiscal 2018, a 54 basis point decrease compared to the same period last fiscal year.

Adjusted operating expenses, which exclude costs associated with the pending SUPERVALU acquisition and restructuring charges related to the Company's divestiture of Earth Origins retail business, were $316.6 million, or 12.21% of net sales, for the fourth quarter of fiscal 2018 compared to adjusted operating expenses, which exclude restructuring costs related to the Company's prior year restructuring program, of $304.2 million, or 12.99% of net sales, for the fourth quarter of fiscal 2017. The decrease in adjusted operating expenses as a percentage of net sales was primarily driven by leveraging of fixed costs.

Operating incomedecreased$11.7 million to $49.8 million for the fourth quarter of fiscal 2018 compared to $61.5 million for the fourth quarter of fiscal 2017.

Adjusted operating income, which excludes acquisition costs and restructuring charges noted above, decreased 7.8% to $59.3 million for the fourth quarter of fiscal 2018 compared to adjusted operating income of $64.4 million for the fourth quarter last year. The decrease in operating income was driven by gross margin headwinds, which were partially offset by leveraging fixed costs.

Effective tax rate for the fourth quarter of fiscal 2018 decreased to 28.8% from 38.8% in the same period last fiscal year. Excluding a tax benefit of $0.8 million recorded in the fourth quarter of fiscal 2018 associated with the remeasurement of U.S. net deferred tax liabilities resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Act"), the Company's adjusted effective tax rate decreased to 30.6% for the fourth quarter of fiscal 2018.

Net income for the fourth quarter of fiscal 2018decreased15.6%, or $6.1 million, to $32.8 million from $38.9 million, for the fourth quarter of fiscal 2017.

Adjusted EBITDAfor the fourth quarter of fiscal 2018 was $81.0 million, a decrease of 6.4% from Adjusted EBITDA of $86.5 million for the fourth quarter of fiscal 2017. This decline was driven by the same factors that impacted adjusted operating income.

EPSdecreased$0.12 to $0.64 for the fourth quarter of fiscal 2018 compared to $0.76 for the fourth quarter of fiscal 2017.

Adjusted EPSincreased $0.04, or 5.6%, to $0.76 for the fourth quarter of fiscal 2018 compared to adjusted EPS of $0.72 for the fourth quarter of fiscal 2017. Adjusted EPS benefited from a lower tax rate due to the Tax Act. However, this benefit was partially offset by the impact of customer mix shift and inbound freight costs.

Fiscal Year 2018 Sales by Channel

Net sales by customer channel for fiscal 2018 compared to fiscal 2017 were as follows ($ in millions):

		Fiscal Year Ended
Customer Channel	Y-o-Y Growth	July 28, 2018			July 29, 2017
Supernatural	21.4%	$	3,758		$	3,096
Independents	6.0%	2,573			2,427
Supermarkets	4.0%	2,856			2,747
Other	3.5%	1,039			1,004
Total		$	10,227	*	$	9,274

* Reflects rounding

Fiscal 2018 Results Compared to Guidance

	FY 2018
Fiscal Year (FY) Ending July 28, 2018	Actual	Guidance
Net Sales ($ in billions)	$10.23	$10.23 - $10.28
EPS	$3.26	$3.39 - $3.44
Adjusted EPS (1)	$3.11	$3.18 - $3.23
Effective Tax Rate	22.1%	23.8% - 24.1%
Adjusted Effective Tax Rate (1)	32.3%	32.1% - 32.4%
Capital Expenditures as a % of Net Sales	0.44%	0.6% - 0.7%
Free Cash Flow(1)($ in millions)	$65	$10 - $30

(1) Please refer to the tables in this press release for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.

Cash Flow Generation and Balance Sheet

	13-Week Period Ended						Fiscal Year Ended
($ in thousands)	July 28, 2018		July 29, 2017		Change		July 28, 2018		July 29, 2017		Change
Cash Flow from Operations	$	164,638	$	117,679			$	109,472	$	280,776
Less: Capital Expenditures	14,962		16,108				44,608		56,112
Free Cash Flow	$	149,676	$	101,571	$	48,105	$	64,864	$	224,664	$	(159,800	)

The Company’s liquidity position remains strong with availability of $650.2 million, as of July 28, 2018, under its revolving credit facility.

Fiscal 2019 Outlook, Excluding Impact of the Pending SUPERVALU Acquisition

	Guidance
Fiscal Year (FY) Ending August 3, 2019	FY 2019	Y-o-Y Growth	Y-o-Y Growth 52 Week Basis
Net Sales ($ in billions)	$11.1 to $11.3	8.6% to 10.5%	6.5% to 8.4%
EPS(1)	$3.35 to $3.45	2.6% to 5.7%	0.8% to 3.9%
Adjusted EPS(2)	$3.48 to $3.58	11.8% to 15.0%	9.9% to 12.0%
Effective Tax Rate	27.4% to 28.4%
Capital Expenditures as a % of Net Sales	1.5% to 1.7%
Free Cash Flow(2)($ in millions)	$40 to $70

(1) GAAP EPS includes $9.6 million of acquisition related costs associated with the pending acquisition of SUPERVALU. The Company will likely incur substantially all of these costs even if the deal does not close in FY2019.

(2) Please refer to the tables in this press release for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP.

Pending SUPERVALU Acquisition

• On July 25, 2018 UNFI entered into an agreement to acquire SUPERVALU INC. ("SUPERVALU") for $32.50 per share in cash, or approximately $2.9 billion, including the assumption of outstanding debt and liabilities.

• This combination is financially and strategically compelling as it accelerates UNFI’s Build-out-the-Store strategy by expanding product portfolio in the fastest growing segments and broadening the universe of customers and suppliers.

• The transaction is expected to achieve run-rate cost synergies, net of reverse synergies, of more than $175 million in year 3 and more than $185 million in year 4.

• At close, the Company's leverage ratio is expected to be approximately 4.7x. The Company's leverage ratio is calculated as gross debt at close divided by trailing twelve months Adjusted EBITDA for the total enterprise. At close, normalized leverage is approximately 3.9x4.0x, and includes run-rate cost synergies and significant business adjustments. By year 3, the Company expects to de-lever to approximately 3.2x. Our long-term leverage target is 2.0x to 2.5x.

• The size and scale of the combined company will provide continued relevance to all customers, including UNFI's largest customer. It will also reduce the Company's dependence on any one customer, while creating a larger platform for UNFI to serve customers and successfully navigate a challenging retail environment.

• One-time costs including deal and integration costs for year one are expected to be approximately $95 million. Total one-time costs for year two and beyond are expected to be $110 million with the majority expected to be incurred in year 2.

• The transaction is expected to close in the fourth quarter of calendar 2018.

• A slide presentation with additional details on the transaction is available on the investor relations section of the Company's website www.unfi.com.

Investor Day

Following the expected close of the SUPERVALU acquisition, the Company plans to host and webcast an investor day in Orlando, FL on January16, 2019, to further discuss its long-term strategic objectives and opportunities. Event details will be communicated following the close of the acquisition.

Conference Call & Webcast

The Company's fourth quarter and full year fiscal 2018 conference call and audio webcast will be held today, Thursday, September 20, 2018 at 5:00 p.m. EDT. The webcast of the conference call will be available to the public, on a listen-only basis, via the Internet at the Investors section of the Company's website at www.unfi.com. The online archive of the webcast will be available on the Company's website for 120 days. Management will reference a slide presentation during prepared remarks and this presentation will be available at the Investors section of the Company's website, under "Events and Presentations."

About United Natural Foods

UNFI delivers healthier food options to people throughout the United States and Canada. UNFI distributes over 110,000 products to more than 40,000 customer locations including natural product superstores, independent retailers, conventional supermarket chains, eCommerce retailers, and food service customers. Recognized as one of the most effectively managed U.S. companies, UNFI was named in the “Management Top 250” list by the Wall Street Journal in 2017. To learn more about how UNFI is Moving Food Forward, visit www.unfi.com.

INVESTOR CONTACT:

Faten Freiha

Director, Investor Relations and Corporate Strategy

401-528-8634

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties and are based on current expectations and management estimates; actual results may differ materially. The risks and uncertainties which could impact these statements are described in the Company's filings under the Securities Exchange Act of 1934, as amended, including its annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on September 26, 2017 and its quarterly reports on Form 10-Q filed with the SEC on December 7, 2017, March 8, 2018, and June 7, 2018, and other filings the Company makes with the SEC, and include, but are not limited to, the Company's dependence on principal customers; the Company's ability to effectively manage operational expenses due to higher volumes from its single supernatural customer and from conventional supermarkets in light of lower margins from these customers; the relatively low margins and economic sensitivity of the Company's business; changes in disposable income levels and consumer spending trends; the Company's reliance on the continued growth in sales of natural and organic foods and non-food products in comparison to conventional products; increased competition in the Company's industry as a result of increased distribution of natural, organic and specialty products by conventional grocery distributors and direct distribution of those products by large retailers and online distributors; the ability to identify and successfully complete acquisitions, including the Company's ability to complete the acquisition of SUPERVALU and to recognize the anticipated benefits of the business combination with SUPERVALU; the Company's ability to timely and successfully deploy its warehouse management system throughout its distribution centers and its transportation management system across the Company and to achieve the efficiencies and cost savings from these efforts; the addition or loss of significant customers or material changes to the Company's relationships with these customers; the Company's sensitivity to general economic conditions, including the current economic environment; the Company's sensitivity to inflationary and deflationary pressures; volatility in fuel costs; volatility in foreign exchange rates; the potential for disruptions in our supply chain by circumstances beyond the Company's control; the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise; consumer demand for natural and organic products outpacing suppliers’ ability to produce those products and challenges the Company may experience in obtaining sufficient amounts of products to meet customers' demands; moderated supplier promotional activity, including decreased forward buying opportunities; union-organizing activities that could cause labor relations difficulties and increased costs; management's allocation of capital and the timing of capital expenditures; and, changes in interpretations, assumptions and expectations regarding the Tax Cuts and Jobs Act ("TCJA"), including additional guidance that may be issued by federal and state taxing authorities.

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. Any estimates of future results of operations are based on a number of assumptions, many of which are outside the Company's control and should not be construed in any manner as a guarantee that such results will in fact occur. These estimates are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced estimates, but it is not obligated to do so.

Non-GAAP Financial Measures: To supplement the financial information presented on a generally accepted accounting principles (“GAAP”) basis, the Company has included in this press release non-GAAP financial measures for adjusted operating expenses, adjusted operating income, adjusted EBITDA, adjusted earnings per diluted common share, adjusted effective tax rate, and free cash flow. The Company has also included in this press release non-GAAP financial measures for estimated adjusted earnings per diluted share and estimated free cash flow for the fiscal year ending August 3, 2019. The non-GAAP measures adjusted operating expenses, adjusted operating income, and adjusted earnings per diluted common share all exclude restructuring and asset impairment expenses and acquisition costs related to the pending acquisition of SUPERVALU for the fiscal 2018 periods. Adjusted earnings per diluted share also excludes a net tax benefit related to tax reform for fiscal 2018 and a gain the Company recorded for the sale of an investment in fiscal 2017. The non-GAAP measure adjusted EBITDA excludes depreciation, amortization, other expense and income, net, (which includes a gain the Company recognized on the sale of an investment for the fiscal 2017

period) income taxes, restructuring and asset impairment expenses and acquisition costs for the fiscal 2018 period. The non-GAAP measures adjusted effective tax rate exclude a net tax benefit related to tax reform. Free cash flow is cash flows from operating activities less capital expenditures. The reconciliation of these non-GAAP financial measures to their comparable GAAP financial measures are presented in the tables appearing below. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. The Company believes that presenting non-GAAP financial measures aids in making period-to-period comparisons and is a meaningful indication of its actual and estimated operating performance. The Company's management utilizes and plans to utilize this non-GAAP financial information to compare the Company's operating performance to comparable periods and to internally prepared projections.

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share data)

	13-Week Period Ended						Fiscal Year Ended
	July 28, 2018			July 29, 2017			July 28, 2018			July 29, 2017
Net sales	$	2,592,248		$	2,341,033		$	10,226,683		$	9,274,471
Cost of sales	2,216,306			1,972,434			8,703,916			7,845,550
Gross profit	375,942			368,599			1,522,767			1,428,921
Operating expenses	321,565			304,212			1,279,529			1,196,032
Restructuring and asset impairment expenses	4,620			2,918			16,013			6,864
Total operating expenses	326,185			307,130			1,295,542			1,202,896
Operating income	49,757			61,469			227,225			226,025
Other (income) expense:
Interest expense	4,103			3,926			16,471			17,114
Interest income	(138		)	(82		)	(446		)	(360		)
Other, net	(240		)	(5,912		)	(1,545		)	(5,152		)
Total other (income) expense, net	3,725			(2,068		)	14,480			11,602
Income before income taxes	46,032			63,537			212,745			214,423
Provision for income taxes	13,244			24,668			47,075			84,268
Net income	$	32,788		$	38,869		$	165,670		$	130,155
Basic per share data:
Net income	$	0.65		$	0.77		$	3.28		$	2.57
Weighted average basic shares of common stock	50,431			50,617			50,530			50,570
Diluted per share data:
Net income	$	0.64		$	0.76		$	3.26		$	2.56
Weighted average diluted shares of common stock	50,901			50,947			50,837			50,775

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except per share data)

	July 28, 2018			July 29, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	23,315		$	15,414
Accounts receivable, net	579,702			525,636
Inventories	1,135,775			1,031,690
Deferred income taxes	—			40,635
Prepaid expenses and other current assets	50,122			49,295
Total current assets	1,788,914			1,662,670
Property and equipment, net	571,146			602,090
Goodwill	362,495			371,259
Intangible assets, net	193,209			208,289
Other assets	48,708			42,255
Total assets	$	2,964,472		$	2,886,563
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	517,125		$	534,616
Accrued expenses and other current liabilities	169,658			157,243
Current portion of long-term debt	12,441			12,128
Total current liabilities	699,224			703,987
Notes payable	210,000			223,612
Deferred income taxes	44,384			98,833
Other long-term liabilities	27,200			28,347
Long-term debt, excluding current portion	137,709			149,863
Total liabilities	1,118,517			1,204,642
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; 51,025 shares issued and 50,411 shares outstanding at July 28, 2018; 50,622 issued and outstanding shares at July 29, 2017	510			506
Additional paid-in capital	483,623			460,011
Treasury shares	(24,231		)	—
Accumulated other comprehensive loss	(14,179		)	(13,963		)
Retained earnings	1,400,232			1,235,367
Total stockholders' equity	1,845,955			1,681,921
Total liabilities and stockholders' equity	$	2,964,472		$	2,886,563

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Fiscal Year Ended
(In thousands)	July 28, 2018			July 29, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	165,670		$	130,155
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	87,631			86,051
Deferred income tax benefit	(14,819		)	(1,891		)
Share-based compensation	25,783			25,675
Excess tax deficit from share-based payment arrangements	—			1,320
Loss on disposition of assets	2,820			943
Restructuring and asset impairment	3,370			640
Goodwill impairment	7,872			—
Gain associated with disposal of investment	(699		)	(6,106		)
Change in accounting estimate	(20,909		)	—
Provision for doubtful accounts	12,006			5,728
Non-cash interest expense	275			175
Changes in assets and liabilities, net of acquired companies:
Accounts receivable	(67,283		)	(38,757		)
Inventories	(108,795		)	(6,929		)
Prepaid expenses and other assets	4,473			(6,383		)
Accounts payable	4,395			90,217
Accrued expenses and other liabilities	7,682			(62		)
Net cash provided by operating activities	109,472			280,776
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(44,608		)	(56,112		)
Purchases of acquired businesses, net of cash acquired	(39		)	(9,207		)
Long-term investment	(3,397		)	(2,000		)
Proceeds from disposal of investment	756			9,192
Payment of company owned life insurance premiums	—			(2,000		)
Proceeds from disposition of assets	283			168
Net cash used in investing activities	(47,005		)	(59,959		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under revolving credit line	556,061			215,662
Repayments of borrowings under revolving credit line	(569,671		)	(418,693		)
Repayments of long-term debt	(12,128		)	(11,546		)
Repurchase of common stock	(24,231		)	—
Decrease in bank overdraft	(434		)	(7,445		)
Proceeds from exercise of stock options	975			274
Payment of employee restricted stock tax withholdings	(4,563		)	(1,313		)
Excess tax deficit from share-based payment arrangements	—			(1,320		)
Capitalized debt issuance costs	—			(180		)
Net cash used in financing activities	(53,991		)	(224,561		)
Effect of exchange rate changes on cash and cash equivalents	(575		)	565
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	7,901			(3,179		)
Cash and cash equivalents at beginning of period	15,414			18,593
Cash and cash equivalents at end of period	$	23,315		$	15,414
Supplemental disclosures of cash flow information:
Cash paid for interest	$	16,471		$	17,115
Cash paid for federal and state income taxes, net of refunds	$	64,042		$	78,984

UNITED NATURAL FOODS, INC.

Reconciliation of Operating Expenses and Operating Expenses as a Percentage of Net Sales to Adjusted Operating Expenses and Adjusted Operating Expenses as a Percentage of Net Sales (unaudited)
(in thousands, except percentages)
	13-Week Period Ended								Fiscal Year Ended
	July 28, 2018			July 29, 2017			Change		July 28, 2018			July 29, 2017			Change
Net Sales	$	2,592,248		$	2,341,033		10.7	%	$	10,226,683		$	9,274,471		10.3	%
Total operating expenses	326,185			307,130			6.2	%	1,295,542			1,202,896			7.7	%
Restructuring and asset impairment expenses	(4,620		)	(2,918		)			(16,013		)	(6,864		)
Acquisition costs	(4,967		)	—					(4,967		)	—
Adjusted total operating expenses	$	316,598		$	304,212		4.1	%	$	1,274,562		$	1,196,032		6.6	%
Total operating expenses as a percentage of net sales	12.58		%	13.12		%			12.67		%	12.97		%
Adjusted total operating expenses as a percentage of net sales	12.21		%	12.99		%			12.46		%	12.90		%

Reconciliation of Operating Income to Adjusted Operating Income (unaudited)
(in thousands, except percentages)
	13-Week Period Ended						Fiscal Year Ended
	July 28, 2018		July 29, 2017		Change		July 28, 2018		July 29, 2017		Change
Operating income	$	49,757	$	61,469	(19.1	)%	$	227,225	$	226,025	0.5	%
Restructuring and asset impairment expenses	4,620		2,918				16,013		6,864
Acquisition related costs	4,967		—				4,967		—
Adjusted operating income	$	59,344	$	64,387	(7.8	)%	$	248,205	$	232,889	6.6	%

UNITED NATURAL FOODS, INC.

Reconciliation of Net Income to Adjusted EBITDA (unaudited)
(in thousands, except percentages)
	13-Week Period Ended							Fiscal Year Ended
	July 28, 2018		July 29, 2017			Change		July 28, 2018		July 29, 2017		Change
Net income	$	32,788	$	38,869		(15.6	)%	$	165,670	$	130,155	27.3	%
Depreciation and amortization	21,649		22,121					87,631		86,051
Total other (income) expense, net *	3,725		(2,068		)			14,480		11,602
Provision for income taxes	13,244		24,668					47,075		84,268
Restructuring and asset impairment expenses	4,620		2,918					16,013		6,864
Acquisition related costs	4,967		—					4,967		—
Adjusted EBITDA	$	80,993	$	86,508		(6.4	)%	$	335,836	$	318,940	5.3	%
* Other (income) expense, net for the 13-week period and fiscal year ended July 29, 2017 includes a gain of $6.1 million related to the sale of the Company's stake in Kicking Horse Coffee.

Reconciliation of GAAP Earnings per Diluted Common Share to Adjusted Earnings per Diluted Common Share (unaudited)
	13-Week Period Ended							Fiscal Year Ended
	July 28, 2018				July 29, 2017			July 28, 2018			July 29, 2017
GAAP earnings per diluted common share	$	0.64			$	0.76		$	3.26		$	2.56
Restructuring and asset impairment expenses (1)	0.09				0.06			0.31			0.14
Acquisition costs (2)	0.10				—			0.10			—
Gain on sale of investment (3)	—				(0.12		)	—			(0.12		)
Tax impact of adjustments (4)	(0.06		)		0.02			(0.13		)	(0.01		)
Net tax benefit related to U.S. Tax Reform (5)	(0.02		)		—			(0.43		)	—
Adjusted earnings per diluted common share	$	0.76		*	$	0.72		$	3.11		$	2.57
* includes rounding

(1) Represents restructuring and impairment charges, which includes a loss on the disposition of assets, primarily related to the Company's Earth Origins retail business during fiscal 2018 and severance and other employee separation costs recorded during fiscal 2017.

(2) Acquisition costs recorded during the period related to the pending SUPERVALU acquisition.

(3) Represents gain on sale of $6.1 million recorded in the 13-week period ended July 29, 2017 related to the sale of the Company's stake in Kicking Horse Coffee.

(4) Represents the tax effect of adjustments, defined in (1) through (3) above, using the blended rate for the period.

(5) Represents the earnings per share impact of $0.8 million and $21.7 million benefit for the fourth quarter and fiscal year end July 28, 2018, respectively, related to the remeasurement of net deferred tax liabilities as a result of U.S. tax reform enacted in December 2017.

UNITED NATURAL FOODS, INC.

Reconciliation of GAAP Effective Tax Rate to Non-GAAP Effective Tax Rate (unaudited)
(in thousands, except percentages)
	July 28, 2018
	13-Week Period Ended				Fiscal Year Ended
Income before income taxes	$	46,032			$	212,745
Provision for income taxes	13,244		28.8	%	47,075		22.1	%
Net tax benefit related to U.S. Tax Reform (1)	836		1.8	%	21,719		10.2	%
Adjusted provision for income taxes	$	14,080	30.6	%	$	68,794	32.3	%

(1) Represents the impact of a $0.8 million and $21.7 million net benefit for the fourth quarter and fiscal year ended July 28, 2018, respectively, related to the remeasurement of net deferred tax liabilities as a result of U.S. tax reform enacted in December 2017.

FISCAL 2019 GUIDANCE

Reconciliation of 2019 Guidance for Estimated GAAP Diluted Earnings per Common Share to

Estimated Non-GAAP Adjusted Diluted Earnings per Common Share (unaudited)

	Fiscal Year Ending August 3, 2019
	Low Range				High Range
GAAP diluted earnings per common share	$	3.35			$	3.45
Estimated acquisition costs (1)	0.19				0.19
Tax effect of adjustments (2)	(0.05		)		(0.05		)
Non-GAAP adjusted diluted earnings per common share	$	3.48		*	$	3.58		*
* Includes rounding

(1) Estimated acquisition costs that the Company will incur as a result of the pending acquisition of SUPERVALU.

(2) Represents the tax effect of the estimated acquisition costs related to pending acquisition of SUPERVALU using the estimated rate for the reporting period.

Reconciliation of GAAP Operating Cash Flow to Non-GAAP Free Cash Flow

Included in Fiscal 2019 Guidance (unaudited)

	Fiscal year ended August 3, 2019
($ in thousands)	Low Range		High Range
Net cash provided by operating activities	$	200,500	$	262,750
Capital expenditures	160,500		192,750
Free cash flow	$	40,000	$	70,000

UNITED NATURAL FOODS, INC.

FISCAL 2018 GUIDANCE

Reconciliation of 2018 Guidance for Estimated GAAP Diluted Earnings per Common Share to

Estimated Non-GAAP Adjusted Diluted Earnings per Common Share (unaudited)

	Fiscal Year Ending July 28, 2018
	Low Range			High Range
GAAP diluted earnings per common share	$	3.39		$	3.44
Restructuring and asset impairment expenses (1)	0.25			0.25
Tax impact of adjustments (2)	(0.08		)	(0.08		)
Net tax benefit related to U.S. Tax Reform (3)	(0.38		)	(0.38		)
Non-GAAP adjusted diluted earnings per common share	$	3.18		$	3.23

(1) Represented total estimated fiscal 2018 restructuring and impairment charges related to the Company's Earth Origins retail business which included additional restructuring charges primarily related to future exit costs of approximately $1.4 million which were expected to be incurred during the fourth quarter of fiscal 2018.

(2) Represented the tax effect of the total estimated fiscal 2018 restructuring and impairment charges related to the Company's Earth Origins retail business using the estimated rate for the reporting period.

(3) Represented the impact of the estimated benefit related to the remeasurement of net deferred tax liabilities as a result of U.S. tax reform enacted in December 2017.

Reconciliation of 2018 Guidance for Estimated GAAP Effective Tax Rate to Estimated Non-GAAP Effective Tax Rate (unaudited)
	Fiscal Year Ending July 28, 2018
	Low Range		High Range
Estimated GAAP Effective Tax Rate	23.8	%	24.1	%
Net tax benefit related to U.S. Tax Reform (1)	8.3	%	8.3	%
Adjusted Estimated GAAP Effective Tax Rate	32.1	%	32.4	%

(1) Represented the impact of the estimated benefit related to the remeasurement of net deferred tax liabilities as a result of U.S. tax reform enacted in December 2017.

Reconciliation of GAAP Operating Cash Flow to Non-GAAP Free Cash Flow

Included in Fiscal 2018 Guidance (unaudited)

	Fiscal year ended July 28, 2018
($ in thousands)	Low Range		High Range
Net cash provided by operating activities	$	66,000	$	107,000
Capital expenditures	56,000		77,000
Free cash flow	$	10,000	$	30,000

EX-99.2

Year 1 Expectations  Expect performance consistent with historical results, while leveraging the benefits of the combination Combined Company  Continue to capture synergies associated with prior acquisitions  Divest remaining retail business in a thoughtful and economic manner, as soon as reasonably practical  Achieve 25% of run-rate cost synergies in year one, excluding one-time costs (more than $45 million) Synergies  Cost synergies are net of reverse synergies and are incremental to the disclosed Unified Grocers and AG Florida synergies  Growth synergies provide an opportunity for upside to modeled assumptions  At close, total enterprise Debt to Adj. EBITDA leverage is expected to be approximately 4.7x, including total debt of approximately $3.5 billion(1) Leverage at Close  At close, normalized leverage is approximately 4.0x (including run-rate cost synergies and certain other business adjustments)(1)  Net Sales of $24.2 to $24.8 billion  Adjusted EBITDA of $655 to $675 million, excluding one-time costs  Adjusted EBITDA is impacted by the wind down of the Albertsons TSA agreement, the Year 1 Pro Forma additional expense related to the recent sale leaseback initiative, and other stranded retail Financials(2) and other costs compared to FY18 results  Low double digit % Adjusted EPS accretion(3)  Pro Forma financials for Year 1 exclude retail business and discontinued operations, one- time costs and the impact of purchase price accounting (1) Leverage calculations are provided on Page 14 (2) We are not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the actual impact of purchase accounting, divestitures and restructuring actions. The unavailable information could have a significant impact on our GAAP financial results. (3) Accretion calculated versus midpoint of FY19 UNFI guidance and excludes one-time costs and the impact of purchase price accounting 11

Sources & Uses and Leverage ($ in millions) ($ in millions) Pro Forma Sources $ Pro Forma Capitalization Combined New ABL Facility ($2,000) $1,200 Total Debt Net of Cash $3,502 New Term Loan B 2,050 Rolled Capital Leases 252 Financial Statistics Total Sources $3,502 LTM SVU Adj. EBITDA (wholesale and corporate) $338 LTM SVU Adj. EBITDA (retail) $73 ($ in millions) FY 2018 UNFI Adj. EBITDA 336 Uses $ Combined LTM Adj. EBITDA $747 Supervalu Equity Consideration $1,348 Refinance Existing SVU Debt – Estimate 1,611 Opening Leverage Ratio Refinance Existing UNFI Debt – Estimate 362 Total Debt / Combined Adj. EBITDA (excluding synergies) 4.7x Financing fees, transaction fees, debt extinguishment costs and other(1) 181 Total Uses $3,502 Normalized Leverage Ratio Combined LTM Adj. EBITDA $747 Loss of Albertson’s TSA Agreement – Estimate ($79) Unified Grocers / AG Florida Synergies (Annualized) $84 Run-rate Cost Synergies (Year 4) $185 Retail Exit (Net of Supply and Service Agreements) ($28) New Sale Leaseback Expenses ($34) Normalized LTM Adjusted EBITDA $875 Normalized Leverage 4.0x Capital Structure and Interest Expense • Existing debt is estimated for UNFI and SVU, as the transaction has not closed yet • Plan to retain existing swap agreements to fix our debt • Goal: Fixed rate exposure of 60-75% of total debt • Interest expense is expected to be $185 to $190 million 13 (1) Includes financing fees of approximately $60 million, seller transaction fees of $55 million, buyer transaction fees of $35 million and debt extinguishment fees of $20 million, as well as other items.