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 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 September 8, 2010, 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 July 31, 2010. The press release is furnished as Exhibit 99.1 hereto.

The press release furnished herewith as Exhibit 99.1 presents the Company’s net sales for the fourth quarter of fiscal 2010 excluding sales generated by the Company’s Canadian subsidiary following the subsidiary’s acquisition on June 11, 2010 of the Canadian food distribution assets of the SunOpta Distribution Group business of SunOpta Inc. (the “SunOpta Assets”).  The presentation of this non-GAAP financial measure 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 its net sales for the fourth quarter of fiscal 2010 excluding the Company’s Canadian subsidiary’s sales following its acquisition of the SunOpta Assets facilitates making period-to-period comparisons and is a meaningful indication of its operating performance. The Company’s management utilizes this non-GAAP financial information to compare the Company’s operating performance during the 2010 fiscal year versus the comparable periods in the 2009 fiscal year and to internally prepared projections.

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

(e)           Base Salary Increases.  On September 2, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of the Company set the base salaries for the Company’s senior executive officers for the 2011 fiscal year.  The base salaries for each of the Company’s executive officers that (i) were identified as “named executive officers” in the Company’s proxy statement mailed to the Company’s shareholders in connection with the Company’s 2009 annual meeting of shareholders (the “2009 Proxy Statement”) that remain employed by the Company; or (ii) the Company currently expects will be identified as “named executive officers” in the Company’s proxy statement that will be mailed to the Company’s shareholders in connection with the Company’s 2010 annual meeting of shareholders (the “2010 Proxy Statement”) that are currently employed by the Company were increased to the following levels:

Named Executive Officer	Base Salary for 2011 Fiscal Year
Steven L. Spinner	$798,250
Mark E. Shamber	$360,500
Joseph J. Traficanti	$336,000
Kurt Luttecke	$303,850
John Stern	$297,052

Cash Incentive Payouts.  On September 2, 2010, the Committee approved payouts of cash incentive awards to the Company’s executive officers under the Company’s 2010 cash incentive program.  The payouts to each of the Company’s executive officers that (i) were identified as “named executive officers” in the 2009 Proxy Statement that remain employed by the Company; or (ii) that the Company currently expects will be identified as “named executive officers” in the Company’s 2010 Proxy Statement that are currently employed by the Company were as follows:

Named Executive Officer	Payout Amount
Steven L. Spinner	$456,320
Mark E. Shamber	$207,305
Kurt Luttecke	$194,700
Joseph J. Traficanti	$188,622
John Stern	$159,860

Payout of Performance Unit Award for Steven Spinner.  On September 2, 2010, the Committee determined that the Company’s earnings before interest and taxes and return on average total capital for the period from November 5, 2008 through July 31, 2010 (the “Performance Period”)  exceeded the performance targets previously established by the Committee with respect to the 50,000 performance units awarded to Steven L. Spinner on November 5, 2008, which award could be increased by up to 50,000 units in the event that the Company exceeded the established performance targets.  After reviewing the Company’s financial performance in comparison to the targets establish ed for the performance units, the Committee approved the vesting of 50,175 of the performance units effective as of the last day of the Performance Period and the resulting issuance of 50,175 shares of the Company’s common stock to Mr. Spinner effective as of the last day of the Performance Period.

2011 Cash Incentive Program.  On September 2, 2010, the Committee approved a cash incentive program which is intended to provide a performance-based cash incentive opportunity to the Company’s senior officers, including, among other officers, the Company's chief executive officer, chief financial officer, general counsel, senior vice president of national operations, the senior vice president and chief human resources officer, and those other officers identified as “named executive officers” in the 2009 Proxy Statement that remain employed by the Company.  The performance awards are based on achievement of Committee-approved, one-year Company financial performance goals as well as other criteria specific to the individual for the 2011 fiscal year.  Actual awards can range from zero to 100% of a participant's base salary.  The Committee will administer and make all determinations under the cash incentive program.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release of United Natural Foods, Inc. dated September 8, 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:  September 8, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of United Natural Foods, Inc. dated September 8, 2010.

EX-99.1

Exhibit 99.1

IMMEDIATE RELEASE

September 8, 2010

UNITED NATURAL FOODS ANNOUNCES FISCAL YEAR

AND FOURTH QUARTER FISCAL 2010 RESULTS

FISCAL 2010 DILUTED EPS INCREASES 14% OVER FISCAL 2009 TO $1.57

FISCAL 2010 NET SALES INCREASE 8.7% OVER FISCAL 2009 TO $3.76 BILLION

Fourth Quarter 2010 Highlights

· Net sales increased 15.8% to $988.5 million, or 13.2% to $966.4 million excluding acquisitions,  compared with the fourth quarter of fiscal 2009

· $0.40 diluted EPS for Q4 2010, an 11% increase over the fourth quarter of fiscal 2009

Providence, Rhode Island – September 8, 2010 -- United Natural Foods, Inc. (Nasdaq: UNFI) today reported net sales of $988.5 million for the fourth quarter of fiscal 2010 ended July 31, 2010, an increase of approximately $135.0 million, or 15.8%, from net sales of $853.5 million recorded in the fourth quarter of fiscal 2009. Excluding net sales of $22.1 million related to the Canadian food distribution assets of the SunOpta Distribution Group business of SunOpta Inc. (Nasdaq: STKL, TSX: SOY), acquired in June 2010 and now operating as UNFI Canada, net sales increased by 13.2%, to $966.4 million in the fourth quarter of fiscal 2010, compared to the same period in the prior year.

“During the fourth quarter, our sales growth continued to accelerate as our business continued to experience strong growth. We also began servicing our previously announced business wins, and closed on our acquisition of UNFI Canada,” said Steven Spinner, President and Chief Executive Officer.  “As we begin fiscal 2011, we expect to maintain our current trends while continuing to work on business integration and infrastructure enhancements.”

Net income was $17.6 million, or $0.40 per diluted share, for the fourth quarter of fiscal 2010 compared to $15.5 million, or $0.36 per diluted share, in the fourth quarter of fiscal 2009.

Gross margin was 18.5% for the fourth quarter of fiscal 2010, which represents a 44 basis point decline from gross margin of 19.0% for the fourth quarter of fiscal 2009, primarily due to the continued shift in growth in the Company’s customer mix, and moderated inflation. Gross margin reflected a 4 basis point improvement sequentially in comparison to the third quarter of fiscal 2010, ended May 1, 2010, of 18.5%.

Operating expenses as a percentage of net sales increased by 25 basis points to 15.9% of net sales, or $157.1 million in the fourth quarter of fiscal 2010, compared to 15.6% or $133.5 million in the fourth quarter of fiscal 2009. The Company recorded $4.9 million in expenses during the quarter related to the closing of one of its retail stores in Florida, professional fees associated with the acquisition of UNFI Canada, start-up costs associated with the Company’s new distribution facility in Lancaster, Texas and increases in the cost of workers’ compensation.

During the fourth quarter of fiscal 2010, the Company also generated a gain of $2.8 million, reflected in Other expense (income) on the income statement, related to a forward foreign exchange purchase contract in connection with the SunOpta asset acquisition.

Fiscal 2010 Summary

Net sales for fiscal 2010 were $3.76 billion, an 8.7% increase over the prior fiscal year. For the full fiscal year, the supernatural channel experienced year over year growth of 15.2%, the supermarket channel had growth of 11.7%, and the independent channel generated growth of 4.2%. Diluted EPS was $1.57 per share, a 14.3% increase over fiscal 2009.

At 15.5% of net sales, operating expenses were 44 basis points lower than the prior fiscal year.  Gross margin was 0.6% less than fiscal 2009, at 18.5% of net sales for fiscal 2010.

During fiscal 2010, the Company completed its acquisition of certain distribution assets of SunOpta, Inc., based in Canada, and in June 2010 announced a seven year extension to the Company’s distribution agreement with Whole Foods Market Distribution, Inc.  Additionally, in July 2010 the Company agreed to undertake the primary distribution for Whole Foods Market Distribution, Inc. in its Rocky Mountain and Southwest regions, and to acquire certain of its assets in connection with the transaction.

Introduction of Fiscal 2011 Guidance

The Company also has provided its financial outlook for fiscal 2011, ending July 30, 2011.

For fiscal 2011, the Company expects net sales in the range of approximately $4.35 to $4.45 billion, an increase of approximately 15.8% to 18.4% over fiscal 2010.

The Company expects earnings per diluted share in the range of approximately $1.74 to $1.83 per share, an increase of approximately 10.6% to 16.3% over fiscal 2010.

Capital expenditures are expected to be in the range of approximately 1% of revenues, or approximately $42 million to $45 million during fiscal 2011.

Conference Call & Webcast

The Company’s fourth quarter fiscal 2010 conference call and audio webcast will be held at 10:00 a.m. EDT on September 8, 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 23,000 customer locations throughout the United States and Canada. 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 Company's ability to successfully deploy its operational initiatives in the Canadia n market; 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 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
	July 31, 2010			August 1, 2009			July 31, 2010			August 1, 2009
Net sales	$	988,460		$	853,491		$	3,757,139		$	3,454,900
Cost of sales		805,143			691,415			3,060,208			2,794,419
Gross profit		183,317			162,076			696,931			660,481
Operating expenses		157,053			133,478			582,029			550,560
Total operating expenses		157,053			133,478			582,029			550,560
Operating income		26,264			28,598			114,902			109,921
Other expense (income):
Interest expense		1,416			1,580			5,845			9,914
Interest income		(48	)		(118	)		(247	)		(450	)
Other, net		(2,638	)		(6	)		(2,698	)		275
Total other (income) expense		(1,270	)		1,456			2,900			9,739
Income before income taxes		27,534			27,142			112,002			100,182
Provision for income taxes		9,894			11,605			43,681			40,998
Net income	$	17,640		$	15,537		$	68,321		$	59,184
Basic per share data:
Net income	$	0.41		$	0.36		$	1.58		$	1.38
Weighted average basic shares of common stock		43,483			42,915			43,184			42,849
Diluted per share data:
Net income	$	0.40		$	0.36		$	1.57		$	1.38
Weighted average diluted shares  of common stock		43,813			43,154			43,425			42,993

UNITED NATURAL FOODS, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except per share data)

	July 31, 2010			August 1, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	13,802		$	10,269
Accounts receivable, net		217,097			179,455
Notes receivable, trade, net		3,111			1,799
Inventories		439,702			366,611
Deferred income taxes		20,560			18,074
Prepaid expenses and other current assets		21,793			16,423
Total current assets		716,065			592,631
Property and equipment, net		279,255			242,051
Other assets:
Goodwill		190,621			164,333
Notes receivable, trade, net		235			2,176
Intangible assets, net		46,505			38,358
Other		18,118			19,001
Total assets	$	1,250,799		$	1,058,550
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	242,570		$	200,000
Accounts payable		192,331			155,211
Accrued expenses and other current liabilities		81,941			63,347
Current portion of long-term debt		5,033			5,020
Total current liabilities		521,875			423,578
Long-term debt, excluding current portion		48,433			53,858
Deferred income taxes		20,598			12,297
Other long-term liabilities		29,446			24,345
Total liabilities		620,352			514,078
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares at July 31, 2010 and August 1, 2009; none issued and outstanding		-			-
Common stock, $0.01 par value, authorized 100,000 shares; 43,558 issued and 43,531 outstanding shares at July 31, 2010; 43,237 issued and 43,008 outstanding shares at August 1, 2009		435			432
Additional paid-in capital		188,727			175,182
Unallocated shares of Employee Stock Ownership Plan		(713	)		(877	)
Treasury stock		(708	)		(6,092	)
Accumulated other comprehensive loss		(1,155	)		(1,623	)
Retained earnings		443,861			377,450
Total stockholders’ equity		630,447			544,472
Total liabilities and stockholders’ equity	$	1,250,799		$	1,058,550

UNITED NATURAL FOODS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Fiscal year ended
	July 31, 2010			August 1, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	68,321		$	59,184
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		27,483			27,029
Share-based compensation		8,057			5,504
Provision for doubtful accounts		1,149			4,759
Unrealized gain on foreign exchange		(61	)		-
Realized gain on hedge related to Canada acquisition		(2,814	)		-
Excess tax benefits from share-based payment arrangements		(1,822	)		(234	)
Loss on disposals of property and equipment		229			262
Deferred income taxes		5,061			239
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(21,599	)		(3,950	)
Inventories		(55,803	)		30,398
Prepaid expenses and other assets		(4,444	)		(2,729	)
Notes receivable, trade		1,160			(652	)
Accounts payable		21,830			(13,836	)
Accrued expenses and other current liabilities		21,595			2,349
Net cash provided by operating activities		68,342			108,323
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(55,109	)		(32,353	)
Purchases of acquired businesses, net of cash acquired		(66,556	)		(4,495	)
Cash proceeds from hedge related to Canada acquisition		2,814			-
Proceeds from disposals of property and equipment		180			98
Net cash used in investing activities		(118,671	)		(36,750	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under note payable		42,570			(88,050	)
Increase in bank overdraft		7,772			8,494
Repayments of long-term debt		(5,412	)		(4,634	)
Payments on life insurance policy loans		-			(3,072	)
Capitalized debt issuance costs		(68	)		(647	)
Proceeds from exercise of stock options		8,481			1,573
Payment of employee restricted stock tax withholdings		(1,338	)		(535	)
Excess tax benefits from share based payment arrangements		1,822			234
Net cash provided by (used in) financing activities		53,827			(86,637	)
Effect of exchange rate changes on cash		35			-
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3,533			(15,064	)
Cash and cash equivalents at beginning of period		10,269			25,333
Cash and cash equivalents at end of period	$	13,802		$	10,269
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	4,465		$	9,094
Federal and state income taxes, net of refunds	$	35,538		$	43,978