8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 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

EXPLANATORY NOTE

On October 22, 2018, United Natural Foods, Inc. (“UNFI”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) reporting UNFI’s acquisition of SUPERVALU INC. (“Supervalu”). UNFI is filing this Amendment No. 1 (“Amendment No. 1”) to include the financial statements of Supervalu required by Item 9.01(a) of Form 8-K and the pro forma combined financial information of UNFI and Supervalu required by Item 9.01(b) of Form 8-K.

Item 7.01    Regulation FD Disclosure.

In addition to the unaudited pro forma financial information filed as Exhibit 99.3 to this Current Report on Form 8-K/A, UNFI has prepared, and has furnished as Exhibit 99.4 to this Current Report on Form 8-K/A, certain non-GAAP financial information to present the unaudited pro forma Adjusted EBITDA of UNFI for the fiscal year (52 weeks) ended July 28, 2018 and for the first fiscal quarter (13 Weeks) ended October 27, 2018 as if its acquisition of Supervalu was consummated on July 30, 2017. A reconciliation of the non-GAAP pro forma financial information included to pro forma net income of continuing operations presented in Exhibit 99.3 is also included in Exhibit 99.4.

The information in Item 7.01 of this Current Form 8-K/A and Exhibit 99.4 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The unaudited interim condensed consolidated financial statements of Supervalu as of September 8, 2018 and February 24, 2018, and for the 12 and 28 weeks ended September 8, 2018 and September 9, 2017 are incorporated by reference in this Item 9.01(a) from Supervalu’s Quarterly Report on Form 10-Q for the period ended September 8, 2018, filed with the SEC on October 15, 2018.

The audited consolidated financial statements of Supervalu as of February 24, 2018 and February 25, 2017, and for the fiscal years ended February 24, 2018, February 25, 2017 and February 27, 2016 are incorporated by reference in this Item 9.01(a) from Supervalu’s Annual Report on Form 10-K for the year ended February 24, 2018, filed with the SEC on April 24, 2018.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements for the fiscal year (52 weeks) ended July 28, 2018 and for the first fiscal quarter (13 Weeks) ended October 27, 2018, and the notes to such unaudited pro forma condensed combined financial statements, all giving effect to the acquisition of Supervalu, are filed as Exhibit 99.3 and incorporated herein by reference.

(d)  Exhibits.

Exhibit Number	Description
23.1	Consent of KPMG LLP, independent registered public accounting firm for SUPERVALU INC.
99.1	Unaudited condensed consolidated financial statements of SUPERVALU INC. as of September 8, 2018 and February 24, 2018, and for the 12 and 28 weeks ended September 8, 2018 and September 9, 2017 are incorporated by reference from SUPERVALU INC.’s Quarterly Report on Form 10-Q filed with the SEC on October 15, 2018.
99.2	Audited consolidated financial statements of SUPERVALU INC. as of February 24, 2018 and February 25, 2017, and for the fiscal years ended February 24, 2018, February 25, 2017 and February 27, 2016 are incorporated by reference from SUPERVALU INC.’s Annual Report on Form 10-K filed with the SEC on April 24, 2018.
99.3	Unaudited pro forma condensed combined financial statements for the fiscal year (52 weeks) ended July 28, 2018 and for the first fiscal Quarter (13 Weeks) ended October 27, 2018.
99.4	Unaudited pro forma presentation of Adjusted EBITDA, a non-GAAP measure.

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
			(Principal Financial Officer)
Date:	January 4, 2019

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement (No. 333-51167) on Form S-3 and the registration statements (Nos. 333-208695, 333-161845, 333-161884, 333-222257, 333-106217, 333-123462, 333-185637, and 333-227918) on Form S-8 of United Natural Foods, Inc. of our report dated April 24, 2018, with respect to the consolidated balance sheets of SUPERVALU INC. as of February 24, 2018 and February 25, 2017, and the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the fiscal years in the three-year period ended February 24, 2018, and the related notes (collectively, the "SUPERVALU consolidated financial statements"), and the effectiveness of internal control over financial reporting as of February 24, 2018, which report is incorporated by reference in the Form 8-K/A of United Natural Foods, Inc. dated January 4, 2019.

/s/ KPMG LLP

Minneapolis, Minnesota

January 4, 2019

EX-99.3

Exhibit 99.3

UNITED NATURAL FOODS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(In thousands, except per share data and as noted elsewhere)

Overview of Historical Transactions

On October 22, 2018, United Natural Foods, Inc. (“UNFI” or the “Company”) completed the acquisition of SUPERVALU INC. (“Supervalu”), pursuant to the terms of the previously announced Agreement and Plan of Merger dated as of July 25, 2018, as amended (the “Merger Agreement”), by and among UNFI, Supervalu, SUPERVALU Enterprises, Inc. and Jedi Merger Sub, Inc., a wholly owned subsidiary of UNFI (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Supervalu, with Supervalu continuing as the surviving corporation and a wholly owned subsidiary of UNFI (the “Acquisition”). At the effective time of the Acquisition (the “Effective Time”), each share of Supervalu common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (other than shares held by Supervalu as treasury stock, shares held by UNFI or Merger Sub immediately prior to the Effective Time or shares for which a proper demand for appraisal under Section 262 of the Delaware General Corporation Law was made) was canceled and converted into the right to receive a cash payment equal to $32.50 per share, without interest. Total consideration related to the Acquisition was approximately $2.3 billion, $1.3 billion of which was paid in cash to Supervalu shareholders and $1.0 billion of which was used to satisfy Supervalu’s outstanding debt obligations.

On December 8, 2017, Supervalu completed the acquisition of Associated Grocers of Florida, Inc. (“AG Florida”), pursuant to the terms of the Agreement and Plan of Merger dated October 17, 2017 (the “AG Florida Merger Agreement”), by and among Supervalu, Gator Merger Sub Inc., a then wholly owned subsidiary of Supervalu (“AG Merger Sub”), and AG Florida. Prior to the transaction, AG Florida was a cooperative owned by its retailer members. Effective as of the closing of the transaction, AG Merger Sub merged with and into AG Florida with AG Florida surviving as a wholly owned subsidiary of Supervalu. The transaction was valued at $193 million, comprised of $131 million in cash for 100 percent of the outstanding stock of AG Florida plus the assumption and payoff of AG Florida’s net debt of $62 million at closing.

On June 23, 2017, Supervalu completed the acquisition of Unified Grocers, Inc. (“Unified”), pursuant to the terms of the Agreement and Plan of Merger dated April 10, 2017 (the “Unified Merger Agreement”) by and among Supervalu, West Acquisition Corporation, a then wholly owned subsidiary of Supervalu at the time (“Unified Merger Sub”), and Unified. Prior to the transaction, Unified was a cooperative owned by its retailer members. Effective as of the closing of the transaction, Unified Merger Sub merged with and into Unified with Unified surviving as a wholly owned subsidiary of Supervalu. The transaction was valued at $390 million, comprised of $114 million in cash for 100 percent of the outstanding stock of Unified plus the assumption and payoff of Unified’s net debt of $276 million at closing.

Basis of Presentation

In preparing these Unaudited Pro Forma Condensed Combined Financial Statements to illustrate the pro forma effect of the combination of UNFI and Supervalu, UNFI was required to include certain disclosures related to the pro forma effect of the combination of UNFI and Supervalu because Supervalu’s results of operations for certain historical periods were not included in UNFI’s results of operations. The financial position of Supervalu was included in UNFI’s Condensed Consolidated Balance Sheets as of October 27, 2018 contained in UNFI’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on December 6, 2018.

The Unaudited Pro Forma Condensed Combined Financial Statements were prepared using the acquisition method of accounting, with UNFI being the acquiring entity, and reflects estimates and assumptions deemed appropriate by UNFI to give effect to the acquisitions as of the dates indicated below. Due to the recent closing of the transaction, the purchase price allocation used to derive the Unaudited Pro Forma Condensed Combined Financial Statements is based upon preliminary estimates and will be finalized when valuations are complete and final assessments of the fair value of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes from the preliminary purchase price allocations used to derive the Unaudited Pro Forma Condensed Combined Financial Statements. UNFI’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible asset acquired and liabilities assumed. The preliminary estimated fair values of certain assets and liabilities have been determined by UNFI with the assistance of third-party valuation firms.

The Unaudited Pro Forma Condensed Combined Financial Statements, prepared in accordance with Article 11 of Regulation S-X, has been derived from the historical consolidated financial statements of UNFI, Supervalu and AG Florida, after giving effect to transactions directly related to the Merger Agreement and related transactions, and previous historical Supervalu business combinations, including:

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• the acquisition and transfer of the assets (including the equity interests of certain subsidiaries) and liabilities of the Supervalu business to UNFI, including the associated historical presentation of Supervalu’s results of operations;

• the acquisition and transfer of the assets (including the equity interests of certain subsidiaries) and liabilities of the AG Florida business to Supervalu, including the associated historical presentation of AG Florida’s results of operations;

• the net cash UNFI used in the acquisition of Supervalu, including adjustments to (i) repay indebtedness attributable to Supervalu through UNFI-issued borrowings, (ii) purchase of all of Supervalu’s common shares, (iii) pay transaction costs and Supervalu employee costs pursuant to the Merger Agreement, and (iv) fund benefit plans;

• the net cash Supervalu used in the acquisition of AG Florida, including adjustments to (i) purchase Class A, B, C and D shares of AG Florida’s member-owners, (ii) repay indebtedness attributable to AG Florida through Supervalu-issued borrowings, (iii) pay AG Florida employees in accordance with change-in-control agreements, patronage amounts to AG Florida cooperative members, former member retired stock obligations, and transaction costs;

• the change in ownership of AG Florida from a cooperative entity to an entity owned by a corporation; and

• the recognition of the income tax effects of the acquisitions and related transactions.

The Unaudited Pro Forma Condensed Combined Financial Statements are derived from and should be read in conjunction with:

• UNFI’s historical unaudited Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements for the first quarter ended October 27, 2018, filed with the SEC on December 6, 2018;

• UNFI’s historical audited Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements contained in UNFI’s Annual Report on Form 10-K for the year ended July 28, 2018, filed with the SEC on September 24, 2018;

• Supervalu’s historical unaudited Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements for the second quarter ended September 8, 2018, contained in Exhibit 99.1 to the Current Report on Form 8-K/A to which this Exhibit 99.3 is filed;

• Supervalu’s historical audited Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements for the fiscal year ended February 24, 2018, contained in Exhibit 99.2 to the Current Report on Form 8-K/A to which this Exhibit 99.3 is filed;

• AG Florida’s historical unaudited Condensed Consolidated Financial Statements and the accompanying notes to the unaudited Condensed Consolidated Financial Statements of AG Florida for the first quarter (16 weeks) ended November 18, 2017 contained in Exhibit 99.1 to the Current Report on Form 8-K filed by Supervalu on June 12, 2018; and

• AG Florida’s historical audited Consolidated Financial Statements and the accompanying notes to the Consolidated Financial Statements for the fiscal year ended July 29, 2017, contained in Exhibit 99.1 to the Current Report on Form 8-K/A filed by Supervalu on February 23, 2018.

The Unaudited Pro Forma Condensed Combined Financial Statements do not reflect the realization of any expected cost savings or other synergies from the acquisitions of Supervalu or AG Florida other than certain Supervalu and AG Florida cost savings realized since the acquisition date of AG Florida that are already included in Supervalu’s historical results of operations.

No adjustments have been made for direct and indirect non-recurring merger and integration costs that arose subsequent to the acquisition of Unified of $30 million and AG Florida of $8 million for fiscal 2018 included within Supervalu’s results of operations, as presented below, since these costs are related to the prior acquisitions of Unified and AG Florida for which these financial statements are not required to be prepared.

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UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

For the Year (52 Weeks) Ended July 28, 2018

(In thousands, except per share data)

	Historical												Pro Forma
	UNFI			Supervalu2(a)			AG Florida2(b)			Unified2(c)			Discontinued Operations Adjustment2(d)			Adjustments			Note	Combined
Net sales	$	10,226,683		$	15,394,641		$	323,709		$	71,889		$	(1,800,508	)	$	(32,358	)	2(e)	$	24,184,056
Cost of sales	8,703,916			12,810,720			281,185			63,934			(980,863		)	(40,561		)	2(f)	20,838,331
Gross profit	1,522,767			2,583,921			42,524			7,955			(819,645		)	8,203				3,345,725
Operating expenses	1,279,529			2,427,822			41,497			7,733			(711,136		)	104,174			2(g)	3,149,619
Restructuring, asset impairment, acquisition, and integration related expenses	16,013			78,516			—			—			(22,526		)	—				72,003
Operating income	227,225			77,583			1,027			222			(85,983		)	(95,971		)		124,103
Other expense (income):
Net periodic benefit income, excluding service cost	—			(58,814		)	—			(20		)	463			—				(58,371		)
Interest expense	16,471			141,154			1,253			9			1,379			76,515			2(i)	236,781
Interest income	(446		)	(2,555		)	(273		)	(9		)	(304		)	—				(3,587		)
Other, net	(1,545		)	(22,189		)	—			1			19,668			—				(4,065		)
Total other expense, net	14,480			57,596			980			(19		)	21,206			76,515				170,758
Income (loss) from continuing operations before income taxes	212,745			19,987			47			241			(107,189		)	(172,486		)		(46,655		)
Provision (benefit) for income taxes	47,075			7,269			16			88			(38,231		)	(21,111		)	2(j)	(4,894		)
Net income (loss) from continuing operations	$	165,670		$	12,718		$	31		$	153		$	(68,958	)	$	(151,375	)		$	(41,761	)
Net income (loss) from continuing operations per share attributable to UNITED NATURAL FOODS, INC.:
Basic	$	3.28																		$	(0.83	)
Diluted	$	3.26																		$	(0.83	)
Weighted average number of shares outstanding:
Basic	50,530																		2(k)	50,530
Diluted	50,837																		2(k)	50,530

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

For the First Fiscal Quarter (13 Weeks) Ended October 27, 2018

(In thousands, except per share data)

	Historical						Pro Forma
	UNFI			Supervalu 2(a)			Discontinued Operations Adjustment2(d)			Adjustments			Note	Combined
Net sales	$	2,868,156		$	3,512,269		$	(395,013	)	$	(442	)	2(e)	$	5,984,970
Cost of sales	2,455,825			2,940,393			(222,002		)	(4,484		)	2(f)	5,169,732
Gross profit	412,331			571,876			(173,011		)	4,042				815,238
Operating expenses	363,165			563,516			(155,908		)	30,539			2(g)	801,312
Restructuring, acquisition, and integration related expenses	68,004			67,310			(37,353		)	(67,935		)	2(h)	30,026
Operating loss	(18,838		)	(58,950		)	20,250			41,438				(16,100		)
Other expense (income):
Net periodic benefit income, excluding service cost	(844		)	(8,810		)	107			—				(9,547		)
Interest expense	7,671			27,733			278			21,021			2(i)	56,703
Interest income	(146		)	(13		)	(118		)	—				(277		)
Other, net	97			1,376			(1,194		)	—				279
Total other expense, net	6,778			20,286			(927		)	21,021				47,158
Loss from continuing operations before income taxes	(25,616		)	(79,236		)	21,177			20,417				(63,258		)
Benefit for income taxes	(4,255		)	(24,745		)	7,184			6,451			2(j)	(15,365		)
Net loss from continuing operations	$	(21,361	)	$	(54,491	)	$	13,993		$	13,966			$	(47,893	)
Net loss from continuing operations per share attributable to UNITED NATURAL FOODS, INC.:
Basic	$	(0.42	)											$	(0.95	)
Diluted	$	(0.42	)											$	(0.95	)
Weighted average number of shares outstanding:
Basic	50,583												2(k)	50,583
Diluted	50,583												2(k)	50,583

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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UNITED NATURAL FOODS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(In thousands, except per share data and as noted elsewhere)

Note 1 – Basis of Presentation

The Unaudited Pro Forma Condensed Combined Financial Statements were derived from the historical audited consolidated financial statements and unaudited condensed consolidated financial statements of UNFI, Supervalu, and AG Florida, and reflect UNFI’s historical Consolidated Statements of Income recast as if the acquisition of Supervalu occurred on July 30, 2017 (the first day of fiscal 2018), and the AG Florida business had been acquired by Supervalu at that time.

The pro forma adjustments are based upon available information and assumptions that (i) management believes are reasonable, (ii) reflect the expected impact of events directly attributable to the acquisitions, (iii) are factually supportable, and (iv) in the case of the Unaudited Pro Forma Condensed Combined Statements of Income, are expected to have a continuing impact on the operations of UNFI. The adjustments presented in the Unaudited Pro Forma Condensed Combined Financial Statements have been identified and presented to provide relevant information necessary for an understanding of UNFI upon consummation of the acquisition.

The Unaudited Pro Forma Condensed Combined Financial Statements are presented for informational purposes only, are subject to a number of uncertainties and assumptions, and do not purport to represent what UNFI’s actual results of operations or financial position would have been had the acquisitions occurred on the dates indicated. These Unaudited Pro Forma Condensed Combined Financial Statements are not necessarily indicative of the future results of operations of UNFI as of any future date or for any future period. In addition, the preparation of these financial statements required management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses for the reporting periods presented. Actual results could differ materially from those estimates. All references to fiscal 2018 relate to the 52-week fiscal year ended July 28, 2018. All references to the first quarter of fiscal 2019 relate to the 13-week fiscal quarter ended October 27, 2018.

The assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Condensed Combined Financial Statements.

Note 2 – Notes to Unaudited Pro Forma Condensed Combined Statements of Income

The following pro forma adjustments were included in the Unaudited Pro Forma Condensed Combined Statements of Income:

(a) The results of operations of Supervalu as they appear in this column have been adjusted to conform to UNFI’s consolidated financial statement presentation. These adjustments primarily include the following:

• For fiscal 2018, the “Supervalu” column reflects the results of operations attributable to Supervalu for a 52 week period ended June 16, 2018.

• For the first quarter of fiscal 2019, the “Supervalu” column reflects the results of operations attributable to Supervalu for the 12 week period ended September 8, 2018. The results of operations of Supervalu for the period between October 22, 2018 and October 27, 2018 is included in the “UNFI” column.

• The presentation of logistics expense, including employee-related costs, depreciation expense, warehouse costs, and transportation and other costs, within Operating expenses that were previously presented in Cost of sales within Supervalu’s historical consolidated financial statements.

• The presentation of gains and losses on sales of businesses, assets and investments within Other, net, that were previously presented in Selling and administrative expenses within Supervalu’s historical consolidated financial statements.

(b) The results of operations of AG Florida as they appear in this column have been adjusted to conform to UNFI’s consolidated financial statement presentation. These adjustments primarily include the following:

• For fiscal 2018, the “AG Florida” column reflects the results of operations attributable to AG Florida for a 25 week period prior to Supervalu’s acquisition date of December 8, 2017. The results of operations of AG Florida for the 27 week period ended June 16, 2018 are included in the “Supervalu” column.

• For fiscal 2018, revenue classification changes were made to conform AG Florida’s revenue presentation with UNFI’s and Supervalu’s presentation of similar transactions for principal versus agent revenue considerations. Since the Supervalu acquisition date of AG Florida, the revenue presentation included within the “Supervalu” column aligns with its and UNFI’s accounting practices.

(c) The results of operations of Unified as they appear in this column have been adjusted to conform with UNFI’s consolidated financial statement presentation.

5

• For fiscal 2018, the “Unified” column reflects the results of operations attributable to Unified for a one week period prior to Supervalu’s acquisition date of June 23, 2017. The results of operations of Unified for the 51 week period ended June 16, 2018 are included in the “Supervalu” column.

(d) In conjunction with the Supervalu acquisition, UNFI announced its plan to sell the remaining acquired retail operations of Supervalu. This “Discontinued Operations Adjustment” column includes the following:

• The reclassification of the results of operations attributable to Cub Foods, Hornbacher’s, Shoppers, Shop ‘n Save St. Louis and Shop ‘n Save East retail operations to discontinued operations due to their held-for-sale status and meeting the discontinued operations presentation requirements, which is consistent with the presentation in UNFI’s first quarter fiscal 2019 Quarterly Report on Form 10-Q.

• An increase in Net sales of continuing operations of $1,129 million for fiscal 2018 and $272 million for the first quarter of fiscal 2019 attributable to inter-company product purchases by certain banners presented within discontinued operations, which we expect will be ongoing sales to these banners subsequent to their disposal due to the anticipation that these banners will enter into a supply arrangement with UNFI. These amounts were recorded at gross margin rates consistent with sales to other similar wholesale customers of the acquired Supervalu business.

For disposal of our retail operations, we expect to assign lease agreements to third parties and expect to remain primarily obligated under the respective lease agreements. As such, rent expense and amortization of capital lease expense of $70 million for fiscal 2018 and $15 million for the first quarter of fiscal 2019 related to stores within discontinued operations have been kept within continuing operations since accounting principles generally accepted in the United States require this expense to be included within continuing operations.

(e) This adjustment reflects the elimination of sales transactions to Supervalu that are required to be eliminated upon consolidation after the Supervalu acquisition, offset in part by the elimination of the historical customer incentive amortization expense related to payments made prior to the acquisition for in-place contracts. These contracts were recognized as intangible assets at fair value in the acquisition and the associated expense is recognized as amortization expense within operating expenses.

(f) This adjustment reflects the elimination of Cost of sales related to adjustment 2(e) for sales transactions to Supervalu that are required to be eliminated upon consolidation. In addition, the adjustment for the first quarter of fiscal 2019 includes the removal of expenses for the derecognition of the inventory at fair value adjustment that was recorded by UNFI as a result of the Supervalu acquisition.

(g) This adjustment reflects the following:

	October 27, 2018 (13 weeks)			July 28, 2018 (52 weeks)
Elimination of historical Supervalu, AG Florida and Unified depreciation and amortization expense	$	(33,794	)	$	(147,934	)
Elimination of historical Supervalu share-based compensation expense	(5,524		)	(18,076		)
Elimination of historical UNFI fiscal 2018 acquisition costs (refer to note 2(h))	—			(4,967		)
Elimination of historical AG Florida patronage expense to cooperative members	—			(6,292		)
Estimated share-based compensation expense for acquired Supervalu equity awards related to the terms of the Merger Agreement	5,026			22,119
Estimated UNFI depreciation and amortization expense based on the preliminary assigned fair values and estimated useful lives of the acquired property, plant and equipment, and intangible assets of Supervalu, AG Florida, and Unified	64,831			259,324
Total Operating expenses adjustment	$	30,539		$	104,174

(h) This adjustment reflects the elimination of historical transaction costs, change-in-control expenses and incremental share-based compensation expense associated with the Merger Agreement incurred during the first quarter ended October 27, 2018. This adjustment removes historical transaction costs associated with the Supervalu business combination prior to and subsequent to the Supervalu acquisition date that were included in the “UNFI” and “Supervalu” columns. UNFI expects to incur approximately $125 million of restructuring, acquisition and integration costs in its fiscal year ending August 3, 2019, which does not include costs expected to be incurred in relation to the divestiture of retail operations, and which are not included in the pro forma adjustment amounts.

6

(i)This adjustment reflects the reduction of interest expense associated with the refinancing of Supervalu’s and UNFI’s outstanding debt, offset by increases in interest expense associated with the new borrowings under UNFI’s new term loan and asset-based revolving credit facilities. Pursuant to the terms of Supervalu’s debt agreements and the Merger Agreement, Supervalu’s debt was repaid, which was financed by borrowings under UNFI’s new credit facilities for the purpose of consummating the acquisition of Supervalu. Pursuant to the terms of AG Florida’s debt and the AG Florida merger agreement, AG Florida’s debt was repaid, which was financed by Supervalu with additional borrowings under Supervalu’s asset-based revolving credit facility for the purposes of consummating the acquisition of AG Florida.

	October 27, 2018 (13 weeks)			July 28, 2018 (52 weeks)
Elimination of historical interest expense associated with long-term debt and the revolving line of credit extinguished as of the transaction date, and amortization of debt issuance costs(1)	$	(29,467	)	$	(125,442	)
Recognition of interest on the $1,800 million and $150 million of tranches under UNFI’s new secured term loan facility at the rate of LIBOR plus 4.25 percent and LIBOR plus 2.00 percent, respectively(2)	31,169			124,678
Recognition of interest on the $1,475 million of additional borrowings under UNFI’s asset-based revolving credit facility at the rate of LIBOR plus 1.25 percent and prime rate plus 0.25 percent(3)	15,029			60,117
Recognition of amortization of capitalized borrowing costs incurred by UNFI in connection with the additional borrowings under UNFI’s secured term loan facility and revolving credit facility	4,290			17,162
Total Interest expense, net adjustment	$	21,021		$	76,515

(1) Amounts associated with interest expense associated with capital lease obligations have not been eliminated and are not reflected in this pro forma adjustment.

(2) Applying a 1/8 point increase in the LIBOR interest rate would have impacted Income (loss) from continuing operations before income taxes by approximately $2.44 million.

(3) Applying a 1/8 point increase in the LIBOR and prime interest rates would impacted Income (loss) from continuing operations before income taxes by approximately $1.84 million.

(j) This adjustment reflects the tax effect of the pro forma adjustments using the blended federal and state statutory tax rates of the applicable jurisdictions during each period presented. The effective tax rate of the combined company could be different than the historical UNFI, Supervalu, Unified and AG Florida effective tax rates depending on the geographic mix of earnings, tax elections made at time of acquisition and various other factors.

(k) UNFI converted outstanding equity awards into time-vesting awards (“Replacement Award”) with a settlement value equal to the merger consideration ($32.50 per share) multiplied by the number of shares of Supervalu common stock subject to such awards. The Merger Agreement originally provided that the Replacement Awards were payable in cash, however, the Merger Agreement was amended on October 10, 2018, to provide that the Replacement Awards could be settled at UNFI’s election, in cash and/or an equal value in shares of common stock of UNFI. Since these Replacement Awards are settleable in cash at UNFI’s election, these awards are not included in the calculation of weighted average shares outstanding.

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EX-99.4

Exhibit 99.4

UNITED NATURAL FOODS, INC.

UNAUDITED PRO FORMA SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION

Supplemental Non-GAAP Financial Information

This following disclosures contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, without limitation, statements regarding United Natural Foods, Inc.’s (the “Company’s”) financial estimates.

These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties.  Actual results could differ from those set forth in the forward-looking statements, and reported results should not be considered an indication of future performance.  Certain factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended July 28, 2018 and Quarterly Report on Form 10-Q for the quarter ended October 27, 2018.  The Company’s Annual Report and its other filings are available at our website (http://www.unfi.com) and on the Securities and Exchange Commission’s website (http://www.sec.gov).  The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

To supplement the Unaudited Pro Forma Condensed Combined Financial Statements contained in Exhibit 99.3 to the Current Report on Form 8-K/A to which this exhibit is filed, which are presented on a U.S. generally accepted accounting principles (“GAAP”) basis and prepared in accordance with Article 11 of Regulation S-X, the Company has included in this exhibit supplemental non-GAAP financial measures for Adjusted EBITDA using the historical financial information derived from Unaudited Pro Forma Condensed Combined Financial Statements and the historical consolidated financial statements of SUPERVALU INC. (“Supervalu”) noted within the Unaudited Pro Forma Condensed Combined Financial Statements. The non-GAAP measure Adjusted EBITDA excludes total other expense, net, (benefit) provision for income taxes, depreciation and amortization, share-based compensation, restructuring, acquisition and integration related expenses, and the impact of discontinued operations, and other adjustments as determined by management. Adjusted EBITDA of discontinued operations was presented to calculate historical consolidated Adjusted EBITDA on the same basis as the Company has defined it for the the 2019 fiscal year.

The non-GAAP financial measure of Adjusted EBITDA is reconciled 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, assessing the underlying operating performance of the Company and understanding core business trends, and is a meaningful indication of its actual and estimated operating performance. The Company currently expects to continue to exclude the items listed above from non-GAAP financial measures and may also exclude other items that may arise. Management utilizes and plans to utilize these non-GAAP financial measures to compare the Company’s operating performance during the 2019 fiscal year to the comparable periods in the 2018 fiscal year and to internally prepared projections.

In addition to the pro forma adjustments for expenses associated with the Merger Agreement between the Company and Supervalu dated as of July 25, 2018, as amended , additional adjustments have been made for direct and indirect non-recurring merger and integration costs that arose subsequent to the acquisition of Unified Grocers, Inc. of Associated Grocers of Florida, Inc. that were previously included within Supervalu’s results of operations. These expenses are included within Restructuring, asset impairment, acquisition, and integration related expenses within the Unaudited Pro Forma Condensed Combined Statements of Income, and are consistently excluded from the Company’s on-going reporting and definition of Adjusted EBITDA.

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Pro Forma Combined Adjusted EBITDA

The following table reconciles Net loss from continuing operations as presented in the Unaudited Pro Forma Condensed Combined Financial Statements to consolidated Adjusted EBITDA, including discontinued operations:

(in thousands)	October 27, 2018 (13 weeks)			July 28, 2018 (52 weeks)
Net loss from continuing operations(1)	$	(47,893	)	$	(41,761	)
Benefit for income taxes(1)	(15,365		)	(4,894		)
Total other expense, net(1)	47,158			170,758
Depreciation and amortization(2)	92,180			362,624
Share-based compensation(2)	13,115			47,902
Restructuring, asset impairment, acquisition, and integration related expenses(1)	30,026			72,003
Other adjustments(3)	—			(5,185		)
Adjusted EBITDA of discontinued operations(4)	31,143			188,948
Adjusted EBITDA	$	150,364		$	790,395

(1) Reflects amounts presented as separate unaudited pro forma combined financial statement line items within the Unaudited Pro Forma Condensed Combined Statements of Income contained in Exhibit 99.3 to the Current Report on Form 8-K/A to which this exhibit is filed. Refer to this exhibit for a further reconciliation to the historical financial statements of the combined companies.

(2) Reflects unaudited pro forma combined financial statement expenses included within “Operating expenses” of the Unaudited Pro Forma Condensed Combined Statements of Income contained in Exhibit 99.3 to the Current Report on Form 8-K/A to which this exhibit is filed.

(3) Reflects vendor settlement income received related to prior year claim settlements.

(4) Reflects the total amount of Adjusted EBITDA attributable to discontinued operations, as the above line items only reflect continuing operations results of operations and adjustments. Refer to the the table below for this amounts reconciliation to its most directly comparable GAAP measure.

The following table reconciles (Loss) income from discontinued operations, net of tax, to Adjusted EBITDA of discontinued operations, as used in the above computation of consolidated Adjusted EBITDA.

(in thousands)	October 27, 2018 (13 weeks)			July 28, 2018 (52 weeks)
(Loss) income from discontinued operations, net of tax(1)	$	(14,205	)	$	69,567
(Benefit) provision for income taxes(1)	(7,152		)	13,822
Total other expense (income), net(1)	(1,974		)	(55,112		)
Depreciation and amortization(1)(2)	10,303			58,603
Share-based compensation(1)	348			2,439
Restructuring, asset impairment, acquisition, and integration related expenses(1)(3)	41,601			88,098
Other adjustments(1)(4)	2,222			11,531
Adjusted EBITDA of discontinued operations(1)	$	31,143		$	188,948

(1) Reflects amounts derived from Supervalu’s historical consolidated financial statements for the same 13 and 52 week periods utilized in the Unaudited Pro Forma Condensed Combined Statements of Income.

(2) Reflects unadjusted historical depreciation and amortization derived from Supervalu’s historical consolidated financial statements for the same 13 and 52 week periods utilized in the Unaudited Pro Forma Condensed Combined Statements of Income. No pro forma adjustments were applied to depreciation and amortization to illustrate the effect of holding the retail operations for sale as of July 30, 2017, since this pro forma adjustment would not impact the calculation of Adjusted EBITDA of discontinued operations.

(3) Reflects primarily asset impairment charges attributable to retail banners, lease reserve charges, severance costs and other restructuring costs.

(4) Reflects incremental retail store closure operating costs in the period of closure.

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