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): June 2, 2010

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.)
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 (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 June 2, 2010, United Natural Foods, Inc., a Delaware corporation (the “Company”) issued a press release to report its financial results for the third quarter ended May 1, 2010. The press release is furnished as Exhibit 99.1 hereto.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release of United Natural Foods, Inc. dated June 2, 2010.

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,
	Chief Financial Officer and Treasurer

Date:   June 2, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of United Natural Foods, Inc. dated June 2, 2010.

EX-99.1

Exhibit 99.1

IMMEDIATE RELEASE

June 2, 2010

UNITED NATURAL FOODS ANNOUNCES THIRD QUARTER FISCAL 2010

DILUTED EPS OF $0.45, A 15% INCREASE OVER THE PRIOR YEAR PERIOD

Third Quarter Highlights

· Net sales increased 10.8% to $985.7 million compared with the third quarter of fiscal 2009

· Fiscal 2010 sales guidance raised to a range of 6.5% - 7.5% year over year growth, or $3.68 billion to $3.72 billion

Providence, Rhode Island – June 2, 2010 -- United Natural Foods, Inc. (Nasdaq: UNFI) today reported net sales of $985.7 million for the third quarter of fiscal 2010, ended May 1, 2010, an increase of approximately $96.2 million, or 10.8%, from net sales of $889.5 million recorded in the third quarter of fiscal 2009.

“Our fiscal 2010 third quarter reflected the continuing rebound of the natural and organic industry as our growth accelerated during most of the quarter, resulting in both record revenues and net income,” said Steven Spinner, President and Chief Executive Officer.  “In addition, now that we have entered our fourth fiscal quarter, we have begun servicing all of our previously announced new customers.”

Net income was $19.5 million, or $0.45 per diluted share, for the third quarter of fiscal 2010 compared with net income for the third quarter of fiscal 2009 of $16.8 million, or $0.39 per diluted share.

Gross margin was 18.5% for the third quarter of fiscal 2010, which represents a 46 basis point decline from gross margin of 19.0% for the third quarter of fiscal 2009, primarily due to the continued shift in growth in the Company’s customer mix, and moderated inflation.

Operating expenses as a percentage of net sales decreased by 0.5% to 15.1% of net sales, or $148.6 million in the third quarter of fiscal 2010, compared to 15.6% or $138.3 million in the third quarter of fiscal 2009.  Operating expenses were positively impacted by the growth in the supernatural and supermarket channels which in general have lower operating expenses, and the continued roll-out of process improvement programs across all UNFI divisions.  The Company recorded $0.4 million in expenses during the quarter related to severance for a previously announced separation agreement, and $0.5 million in start-up costs associated with on-boarding of new customers.

In the third quarter of fiscal 2010, the supernatural channel experienced growth of 17.7%, the supermarket channel had growth of 12.2%, and the independent channel showed continued improvement with growth of 6.9%.

Fiscal 2010 Year to Date Summary

Sales for the first nine months of fiscal 2010 were $2.77 billion, a 6.4% increase over the prior fiscal year comparable period.  Diluted EPS was $1.17 per share, a 14.7% increase over the first nine months of fiscal 2009.

At 15.3% of net sales, operating expenses were 0.7% lower than the prior fiscal year comparable period.  Gross margin was 0.6% less than the first nine months of fiscal 2009, at 18.6% of net sales for the first nine months of fiscal 2010.

“In May, we announced the definitive agreement to acquire the Canadian food distribution assets of the SunOpta Distribution Group business, and we expect the transaction to close later this month,” said Mr. Spinner. “This morning, in a separate press release, we announced the extension of our long-term partnership with Whole Foods Market for an additional seven years, resulting in an amended agreement to serve them for the next decade.  We are well situated to continue our strategy to increase market share with both new and existing customers, drive operational excellence, operate as one company and further our sustainability and philanthropic causes which will serve as the primary vehicles for our long-term success.”

Updates to Fiscal 2010 Guidance

Based on the Company’s performance through the first nine months of 2010 and the current outlook for the remainder of the year including the proposed acquisition of certain assets of the SDG business, the Company is raising its net sales guidance for fiscal year 2010, ending July 31, 2010, to a range of $3.68 billion to $3.72 billion, which represents a 6.5% to 7.5% increase in total net sales over fiscal 2009.  The Company had previously provided, on December 10, 2009, a net sales guidance target of $3.54 billion to $3.63 billion.

In addition, the Company is narrowing its earnings per share guidance for fiscal 2010 to a range of $1.55 to $1.58 per diluted share.  The Company had previously announced earnings per share guidance of $1.48 to $1.58 per diluted share.  The Company’s revised guidance reflects the impact of improved operating efficiencies and cost controls.

Conference Call & Webcast

The Company’s third quarter fiscal 2010 conference call and audio webcast will be held at 10:00 a.m. ET on June 2, 2010. 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.

About United Natural Foods

United Natural Foods, Inc. (http://www.unfi.com) carries and distributes more than 60,000 products to more than 17,000 customer locations 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 – 2010 as one of its "Most Admired Companies," winner of the Supermarket News 2008 Sustainability Excellence Award, and recognized by the Nutrition Business Journal for its 2009 Environment and Sustainability 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
(401) 528-8634	(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 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 on September 30, 2009 and its quarterly reports on Form 10-Q filed thereafter, and include, but are not limited to, the ability of the Company to consummate the proposed acquisition of the SDG business , the Company's ability to successfully deploy its operational initiatives in the Canadian market, the occurrence of any event, change, or other circumstance that could give rise to the termination of the acquisition agreement entered into by the Company and SunOpta in connection with the Company's proposed acquisition of the SDG business; 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 natural, organic and specialty food and related product 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 Ref orm 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					Nine months ended
	May 1, 2010			May 2, 2009		May 1, 2010			May 2, 2009
Net sales	$	985,694		$	889,538	$	2,768,679		$	2,601,409
Cost of sales		803,287			720,787		2,255,065			2,103,004
Gross profit		182,407			168,751		513,614			498,405
Operating expenses		148,565			138,327		424,976			417,082
Total operating expenses		148,565			138,327		424,976			417,082
Operating income		33,842			30,424		88,638			81,323
Other expense (income):
Interest expense		1,491			1,723		4,429			8,333
Interest income		(89	)		11		(199	)		(331	)
Other, net		(40	)		134		(60	)		281
Total other expense		1,362			1,868		4,170			8,283
Income before income taxes		32,480			28,556		84,468			73,040
Provision for income taxes		12,992			11,777		33,787			29,393
Net income	$	19,488		$	16,779	$	50,681		$	43,647
Basic per share data:
Net income	$	0.45		$	0.39	$	1.18		$	1.02
Weighted average basic shares         of common stock		43,245			42,871		43,085			42,827
Diluted per share data:
Net income	$	0.45		$	0.39	$	1.17		$	1.02
Weighted average diluted shares    of common stock		43,536			42,943		43,328			42,939

UNITED NATURAL FOODS, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except per share data)

	May 1, 2010			August 1, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	9,683		$	10,269
Accounts receivable, net		210,957			179,455
Notes receivable, trade, net		3,064			1,799
Inventories		438,752			366,611
Deferred income taxes		18,074			18,074
Prepaid expenses and other current assets		12,102			16,423
Total current assets		692,632			592,631
Property and equipment, net		254,603			242,051
Other assets:
Goodwill		163,346			164,333
Notes receivable, trade, net		1,154			2,176
Intangible assets, net		37,484			38,358
Other		18,311			19,001
Total assets	$	1,167,530		$	1,058,550
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	187,000		$	200,000
Accounts payable		198,623			155,211
Accrued expenses and other current liabilities		85,094			63,347
Current portion of long-term debt		5,029			5,020
Total current liabilities		475,746			423,578
Long-term debt, excluding current portion		49,692			53,858
Deferred income taxes		13,075			12,297
Other long-term liabilities		24,191			24,345
Total liabilities		562,704			514,078
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares at May 1, 2010 and August 1, 2009; none issued and outstanding		-			-
Common stock, $0.01 par value, authorized 100,000 shares; 43,496 issued and 43,268 outstanding shares at May 1, 2010; 43,237 issued and 43,008 outstanding shares at August 1, 2009		435			432
Additional paid-in capital		184,574			175,182
Unallocated shares of Employee Stock Ownership Plan		(754	)		(877	)
Treasury stock		(6,092	)		(6,092	)
Accumulated other comprehensive loss		(1,468	)		(1,623	)
Retained earnings		428,131			377,450
Total stockholders’ equity		604,826			544,472
Total liabilities and stockholders’ equity	$	1,167,530		$	1,058,550

UNITED NATURAL FOODS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Nine months ended
	May 1, 2010			May 2, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	50,681		$	43,647
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		20,219			20,329
Share-based compensation		6,517			4,607
Provision for doubtful accounts		781			3,526
Excess tax benefits from share-based payment arrangements		(399	)		(133	)
(Gain) loss on disposals of property and equipment		(3	)		290
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(32,564	)		(20,760	)
Inventories		(72,141	)		(21,314	)
Prepaid expenses and other assets		4,458			(1,002	)
Notes receivable, trade		38			369
Accounts payable		31,715			(1,195	)
Accrued expenses and other current liabilities		23,913			12,327
Net cash provided by operating activities		33,215			40,691
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(30,912	)		(25,421	)
Purchases of acquired businesses, net of cash acquired		(320	)		(4,468	)
Proceeds from disposals of property and equipment		20			-
Net cash used in investing activities		(31,212	)		(29,889	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under note payable		(13,000	)		(39,477	)
Increase in bank overdraft		11,697			17,152
Repayments of long-term debt		(4,157	)		(3,726	)
Payments on life insurance policy loans		-			(3,072	)
Capitalized debt issuance costs		(7	)		(647	)
Proceeds from exercise of stock options		3,751			613
Payment of employee restricted stock tax withholdings		(1,272	)		(425	)
Excess tax benefits from share based payment arrangements		399			133
Net cash used in financing activities		(2,589	)		(29,449	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(586	)		(18,647	)
Cash and cash equivalents at beginning of period		10,269			25,333
Cash and cash equivalents at end of period	$	9,683		$	6,686
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	3,559		$	7,713
Federal and state income taxes, net of refunds	$	23,025		$	29,734