8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

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 3, 2009

UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware	000-21531	05-0376157
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
260 Lake Road Dayville, CT 06241
(Address of Principal Executive Offices) (Zip Code

Registrant’s telephone number, including area code:   (860) 779-2800

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 (see General Instruction A.2. below):

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))

Item 2.02.    Results of Operations and Financial Condition

The following information is being furnished under Item 2.02–Results of Operations and Financial Condition. This information, including the exhibit attached hereto, shall not be deemed “filed” for any purpose, including for the 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. The information under this Item 2.02 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, regardless of any general incorporation language in such filing.

On September 9, 2009, United Natural Foods, Inc., a Delaware corporation (the “Company”) issued a press release to report its financial results for the fourth quarter and fiscal year ended August 1, 2009. The press release is furnished as Exhibit 99.1 hereto.

The press release furnished herewith as Exhibit 99.1 contains certain non-GAAP financial measures as defined by Regulation G of the rules and regulations of the Securities and Exchange Commission. To supplement the Company’s consolidated financial statements prepared on a GAAP basis, the Company is disclosing free cash flow for the fiscal year ended August 1, 2009. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP.

The Company believes that this non-GAAP financial measure facilitates making period-to-period comparisons. Management believes that free cash flow provides useful information to investors regarding the Company’s ability to generate cash without external financings. Management uses free cash flow to help gauge the resources available for strategic opportunities such as making acquisitions, investing in the business and strengthening the Company’s balance sheet, and uses this measure in making operating decisions, allocating financial resources and for budget planning purposes. Free cash flow does not, however, take into account the Company’s debt service requirements and other non-discretionary expenditures and therefore is not necessarily indicative of amounts of cash that may be available for discretionary uses. Free cash flow should be considered in addition to, and not in lieu of, net cash provided by operating activities, net earnings and other measures of financial performance prepared in accordance with GAAP.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           On September 3, 2009, the Compensation Committee of the Board of Directors of the Company recommended, and the Board of Directors of the Company approved, the Company’s entering into Change in Control Agreements with each of Mark E. Shamber, Joseph J. Traficanti and Carl F. Koch, the Company’s Chief Financial Officer, General Counsel and Chief Human Resources Officer, respectively (each an “Executive Officer” and collectively, the “Executive Officers”).

The material terms of the agreement with respect to the change in control payments that will be owed to the Executive Officers upon the occurrence of a change in control and subsequent termination of the Executive Officer’s employment within one year of the change in control will be substantially similar to the terms of the Severance Agreement between the Company and Steven L. Spinner, the Company’s Chief Executive Officer.

Pursuant to the change in control benefits approved by the Company’s Board of Directors the Change in Control Agreement between the Company and the Executive Officers will provide that if (a) the Executive Officer’s employment with the Company is terminated for reasons other than Cause, death or Disability or (b) the Executive Officer resigns for Good Reason, in either case, on or within one year after a Change in Control, subject to any limitations imposed by applicable law and the Change in Control Agreement to be entered into, the Executive Officer will be entitled to receive the following:

•           any unpaid base salary and accrued and unpaid bonuses and vacation as of the date of the Executive Officer’s termination or resignation;

•           a lump sum payment equal to (i) 2.99 times the Executive Officer’s then applicable base salary plus (ii) the average annual bonus paid to the Executive Officer for the three fiscal years prior to the date of his termination or resignation (or the average of the bonuses he has received if he has not been employed by the Company for at least three years as of such date, or, if he has not received an annual bonus as of such date, his target bonus);

•           a pro rata portion of the annual bonus the Executive Officer would have been entitled to receive for the fiscal year in which such termination or resignation occurred; and

•           an amount equal to the Executive Officer’s unvested account balance in the Company’s employee stock ownership plan.

In addition the Change in Control Agreements between the Company and the Executive Officer will provide that all of the Executive Officers’ then outstanding but unvested equity awards will vest and, if applicable, become exercisable as of the Executive Officer’s termination or resignation following a Change in Control. The Company will also be required to continue to provide the Executive Officer with his medical benefits in effect as of the date of such termination or resignation for a period of three years following the termination or resignation.  The provision of all such benefits will be subject to any restrictions under applicable law, including under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

If any of the benefits provided to an Executive Officer under the Change in Control Agreement are subject to the excise tax imposed under Section 4999 of the Code, the Company will be required to pay to the Executive Officer such additional amounts as are necessary for the Executive Officer to realize the full value of such benefits as if such excise tax did not apply.

The Change in Control Agreements will define “Cause” as (1) conviction of the Executive Officer under applicable law of any felony or any misdemeanor involving moral turpitude, (2) unauthorized acts intended to result in the Executive Officer’s personal enrichment at the material expense of the Company or its reputation, or (3) any violation of the Executive Officer’s duties or responsibilities to the Company which constitutes willful misconduct or dereliction of duty, or material breach of the confidentiality and non-competition restrictions described below.

“Good Reason” will be defined in the Change in Control Agreements as, without the Executive Officer’s express written consent, the occurrence of any one or more of the following: (1) the assignment of Executive Officer to duties materially adversely inconsistent with his current duties, and failure to rescind such assignment within thirty (30) days of receipt of notice from the Executive Officer; (2) a material reduction in the Executive Officer’s title, executive authority or reporting status; (3) a relocation more than fifty miles from the Company’s Providence, Rhode Island offices; (4) a reduction by the Company in the Executive Officer’s base salary, or the failure of the Company to pay or cause to be paid any compensation or benefits under the Change in Control Agreement when due or under the terms of any

plan established by the Company, and failure to restore such base salary or make such payments within five (5) days of receipt of notice from the Executive Officer; (5) failure to include the Executive Officer in any new employee benefit plans proposed by the Company or a material reduction in the Executive Officer’s level of participation in any existing plans of any type; provided that a Company-wide reduction or elimination of such plans shall not give rise to a “Good Reason” termination; or (6) the failure of the Company to obtain a satisfactory agreement from any successor to the Company with respect to the ownership of substantially all the stock or assets of the Company to assume and agree to perform the Change in Control Agreement.

Under the Change in Control Agreements a “Change in Control” will mean the happening of any of the following:

•           any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing the greater of 30% or more of the combined voting power of the Company’s then outstanding securities;

•           approval by the stockholders of the Company of a definitive agreement (1) for the merger or other business combination of the Company with or into another corporation if (A) a majority of the directors of the surviving corporation were not directors of the Company immediately prior to the effective date of such merger or (B) the stockholders of the Company immediately prior to the effective date of such merger own less than 60% of the combined voting power in the then outstanding securities in such surviving corporation or (2) for the sale or other disposition of all or substantially all of the assets of the Company; or

•           the purchase of 30% or more of the Company’s stock pursuant to any tender or exchange offer made by any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates.

Each Executive Officer will be required under the Change in Control Agreement to comply with certain confidentiality and noncompetition restrictions and assignment of inventions agreements.  The noncompetition restrictions will extend for one year following the Executive Officer’s termination or resignation and prohibit the Executive Officer from engaging in business activities with certain of the Company’s competitors.

In addition, in connection with any termination or resignation, the Executive Officer will be required to execute and not revoke a release of claims against the Company as a condition to the Company’s obligations to make any payments or provide the Executive Officer with any other benefits to which he is entitled under the Change in Control Agreement.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99.1	Press Release of United Natural Foods, Inc. dated September 9, 2009.

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/ Mark E. Shamber

Name:  Mark E. Shamber

Title:    Senior Vice President and

Chief Financial Officer

Date:  September 9, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of United Natural Foods, Inc. dated September 9, 2009.

EX-99.1

Exhibit 99.1

IMMEDIATE RELEASE

September 9, 2009

UNITED NATURAL FOODS ANNOUNCES FISCAL YEAR

AND FOURTH QUARTER FISCAL 2009 RESULTS

$0.36 DILUTED EPS FOR Q4 2009, A 20% INCREASE OVER DILUTED EPS FOR Q4 2008

$1.38 DILUTED EPS FOR THE FISCAL YEAR, A 22% INCREASE OVER FISCAL 2008

Highlights

· Net income of $59.2 million for fiscal 2009 and $15.5 million for the fourth quarter of fiscal 2009

· Record net sales of $3.45 billion for fiscal 2009

· Introduces fiscal 2010 earnings per diluted share guidance of $1.48 to $1.58

Dayville, Connecticut – September 9, 2009 -- United Natural Foods, Inc. (Nasdaq: UNFI) today reported net income for fiscal 2009 increased $10.7 million, or 22.1%, to $59.2 million, or $1.38 per diluted share, from $48.5 million, or $1.13 per diluted share, for fiscal 2008.

Net sales for fiscal 2009 were a record $3.45 billion, an increase of 4.7%, or $154.2 million, over the sales for fiscal 2008 adjusted for the $65.1 million in net sales for the extra week in the fourth quarter of fiscal 2008.  Net sales increased 2.6%, or $89.0 million, over the $3.37 billion of net sales recorded in fiscal 2008.  Gross profit margin was 19.1% for fiscal 2009, which represents a 29 basis point improvement from the gross profit margin of 18.8% for fiscal 2008.

“Fiscal 2009 was a strong year for UNFI.  With marginal sales growth, our associates demonstrated their resolve in delivering significant increases in operating income and EPS,” said Steven Spinner, President and Chief Executive Officer.

Fiscal year 2009 operating expenses were 15.9% of net sales, or $550.6 million, an increase of $9.1 million, or 1.7%, over operating expenses of $541.4 million, or 16.1% of net sales, for fiscal 2008.

 “During the year, we also increased the focus on our balance sheet.  We created $76.0 million in free cash flow and reduced our debt by $92.7 million.  In addition, we formally launched our 3-year strategy to grow our market share, expand our commitment to operational excellence, operate as one company with regional differences and continue our culture of sustainability” added Mr. Spinner.

Fiscal 2009 Q4 Results

Net income was $15.5 million, or $0.36 per diluted share, for the fourth quarter of fiscal 2009 compared with net income for the fourth quarter of fiscal 2008 of $12.8 million, or $0.30 per diluted share.

Net sales for the fourth quarter of fiscal 2009, ended August 1, 2009, were $853.5 million, an increase of approximately $6.8 million, or 0.8%, from net sales recorded in the fourth quarter of fiscal 2008 after adjusting for the extra week in the fourth quarter of fiscal 2008.  Net sales for the fourth quarter of fiscal 2009 decreased 6.4%, or $58.4 million, from net sales of $911.9 million, including the extra week, recorded in the fourth quarter of fiscal 2008.

Gross profit margin was 19.0% for the fourth quarter of fiscal 2009, which represents a 52 basis point decline from gross profit margin of 19.5% for the fourth quarter of fiscal 2008, primarily due to significantly lower revenues from fuel surcharges in fiscal 2009 due to lower diesel fuel prices.

Operating expenses as a percentage of net sales decreased by 125 basis points during the fourth quarter of fiscal 2009 to 15.6% of net sales, or $133.5 million, from 16.9% of net sales, or $154.0 million, for the fourth quarter of fiscal 2008.  Operating expenses were positively impacted by continued expense control programs across all of the Company’s divisions, lower diesel fuel prices, and operational improvements in the Company’s distribution centers.

Introduction of Fiscal 2010 Guidance

The Company also has provided its financial outlook for fiscal 2010, ending July 31, 2010.

For fiscal 2010, the Company expects earnings per diluted share in the range of approximately $1.48 to $1.58 per share, an increase of approximately 7.5% to 14.8% over fiscal 2009.

Capital expenditures are expected to be in the range of approximately 1% of revenues, or approximately $35 million to $39 million during fiscal 2010. Costs associated with an expected new facility in Texas are included in the Company’s 2010 capital expenditures guidance. The Company expects to complete a new broadline distribution facility in Texas in the fourth quarter of fiscal 2010, with operations commencing in fiscal 2011.

The Company’s guidance is based on a number of assumptions, which are subject to change and many of which are outside the Company’s control.  If any of these assumptions vary, the Company’s guidance may change.  There can be no assurance that the Company will achieve these results.

Conference Call & Webcast

The Company’s fourth quarter 2009 conference call and audio webcast will be held at 10:00 a.m. EDT on September 9, 2009.The audio webcast of the conference call will be available to the public, on a listen-only basis, via the Internet at www.fulldisclosure.com or 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 30 days.

Non-GAAP Reconciliation

The following table details the non-GAAP measures for fiscal 2009:

Year Ended: (in thousands)	August 1, 2009
Free cash flow:
Net cash provided by operating activities	$	108,323
Capital expenditures		(32,353	)
Free cash flow:	$	75,970

About United Natural Foods

United Natural Foods, Inc. (www.unfi.com) carries and distributes more than 60,000 products to more than 17,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators and the food service channel. United Natural Foods, Inc. was ranked by Forbes in 2005 as one of the “Best Managed Companies in America,” ranked by Fortune in 2006, 2007 and 2009 as one of its “Most Admired Companies,” ranked by Business Ethics as one of its “100 Best Corporate Citizens for 2006” and winner of the Supermarket News 2008 Sustainability Excellence Award.

Financial Tables Follow

For more information on United Natural Foods, Inc., visit the Company’s website at www.unfi.com.

AT THE COMPANY:	FINANCIAL RELATIONS BOARD
Mark Shamber	Joseph Calabrese
Chief Financial Officer	General Information
(860) 779-2800	(212) 827-3772

 “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 uncertaintiesand are based on current expectations and management’s 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 quarterly report on Form 10-Q filed with the Securities and Exchange Commission on June 11, 2009, and include, but are not limited to, the Company’s dependence on principal customers; the Company’s sensitivity to general economic conditions, including the current economic environment, changes in disposable income levels and consumer spending trends; increased fuel costs; the Company’s sensitivity to inflationary pressures; the relatively low margins and economic sensitivity of the Company’s business; the ability to identify and successfully complete acquisitions of other foodservice distributors; and management’s allocation of capital and the timing of capital expenditures. 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 projections 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 projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so.

UNITED NATURAL FOODS, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share data)

	Three months ended						Fiscal year ended
	August 1, 2009			August 2, 2008			August 1, 2009			August 2, 2008
Net sales	$	853,491		$	911,850		$	3,454,900		$	3,365,857
Cost of sales		691,415			733,944			2,794,419			2,731,965
Gross profit		162,076			177,906			660,481			633,892
Operating expenses		133,478			154,028			550,560			541,413
Total operating expenses		133,478			154,028			550,560			541,413
Operating income		28,598			23,878			109,921			92,479
Other expense (income):
Interest expense		1,580			3,996			9,914			16,133
Interest income		(118	)		(296	)		(450	)		(768	)
Other, net		(6	)		(235	)		275			(82	)
Total other expense		1,456			3,465			9,739			15,283
Income before income taxes		27,142			20,413			100,182			77,196
Provision for income taxes		11,605			7,593			40,998			28,717
Net income	$	15,537		$	12,820		$	59,184		$	48,479
Basic per share data:
Net income	$	0.36		$	0.30		$	1.38		$	1.14
Weighted average basic shares         of common stock		42,915			42,737			42,849			42,690
Diluted per share data:
Net income	$	0.36		$	0.30		$	1.38		$	1.13
Weighted average diluted shares         of common stock		43,154			42,860			42,993			42,855

UNITED NATURAL FOODS, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except per share data)

	August 1, 2009			August 2, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	10,269		$	25,333
Accounts receivable, net		179,455			179,063
Notes receivable, trade, net		1,799			1,412
Inventories		366,611			394,364
Prepaid expenses and other current assets		16,423			13,307
Deferred income taxes		18,074			14,221
Total current assets		592,631			627,700
Property and equipment, net		242,051			234,115
Other assets:
Goodwill		164,333			170,609
Intangible assets, net		38,358			33,689
Notes receivable, trade, net		2,176			2,349
Other		19,001			16,021
Total assets	$	1,058,550		$	1,084,483
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	200,000		$	288,050
Accounts payable		155,211			160,418
Accrued expenses and other current liabilities		63,347			63,308
Current portion of long-term debt		5,020			5,027
Total current liabilities		423,578			516,803
Long-term debt, excluding current portion		53,858			58,485
Deferred income taxes		12,297			9,058
Other long-term liabilities		24,345			20,087
Total liabilities		514,078			604,433
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares at August 1, 2009 and August 2, 2008; none issued and outstanding		-			-
Common stock, $0.01 par value, authorized 100,000 shares; 43,237 issued and 43,008 outstanding shares at August 1, 2009; 43,100 issued and 42,871 outstanding shares at August 2, 2008		432			431
Additional paid-in capital		175,182			169,238
Treasury stock		(6,092	)		(6,092	)
Unallocated shares of Employee Stock Ownership Plan		(877	)		(1,040	)
Accumulated other comprehensive loss		(1,623	)		(753	)
Retained earnings		377,450			318,266
Total stockholders’ equity		544,472			480,050
Total liabilities and stockholders’ equity	$	1,058,550		$	1,084,483

UNITED NATURAL FOODS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Fiscal year ended
	August 1, 2009			August 2, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	59,184		$	48,479
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		27,029			22,544
Share-based compensation		5,504			4,674
Provision for doubtful accounts		4,759			2,707
Deferred income tax expense		349			2,257
Loss on disposals of property and equipment		262			158
Gain on forgiveness of loan		-			(157	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(3,950	)		(8,339	)
Inventories		30,398			(58,112	)
Prepaid expenses and other assets		(2,729	)		(6,434	)
Notes receivable, trade		(652	)		713
Accounts payable		(13,836	)		(8,319	)
Accrued expenses and other current liabilities		2,005			8,958
Net cash provided by operating activities		108,323			9,129
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(32,353	)		(51,083	)
Purchases of acquired businesses, net of cash acquired		(4,495	)		(107,812	)
Proceeds from disposals of property and equipment		98			-
Net cash used in investing activities		(36,750	)		(158,895	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings under note payable		(88,050	)		168,050
Increase (decrease) in bank overdraft		8,494			(1,435	)
Repayments of long-term debt		(4,634	)		(8,332	)
Payments on life insurance policy loans		(3,072	)		-
Proceeds from exercise of stock options		1,038			920
Capitalized debt issuance costs		(647	)		(1,285	)
Tax benefit from equity awards		234			171
Net cash (used in) provided by financing activities		(86,637	)		158,089
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(15,064	)		8,323
Cash and cash equivalents at beginning of period		25,333			17,010
Cash and cash equivalents at end of period	$	10,269		$	25,333
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	9,094		$	16,469
Federal and state income taxes, net of refunds	$	43,978		$	27,618