Form 8-K UNITED NATURAL FOODS For: Sep 20

September 20, 2018 4:29 PM

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 20, 2018



UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15723	05-0376157
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

313 Iron Horse Way, Providence, RI 02908
(Address of Principal Executive Offices) (Zip Code)

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

N/A

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

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

On September 20, 2018, 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 28, 2018. The press release is furnished as Exhibit 99.1 hereto. This information, including Exhibit 99.1, 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.

Item 7.01 Regulation FD Disclosure

On September 20, 2018, the Company will review an investor presentation during its earnings conference call to discuss its pending acquisition of SUPERVALU INC. The investor presentation is furnished as Exhibit 99.2 hereto. This information, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description

99.1		Press Release of United Natural Foods, Inc. dated September 20, 2018
99.2		Investor Presentation dated September 20, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



UNITED NATURAL FOODS, INC.

By:	/s/ Michael P. Zechmeister
Name:	Michael P. Zechmeister
Title:	Chief Financial Officer

Date: September 20, 2018

EXHIBIT INDEX



Exhibit No.		Description

99.1		Press Release of United Natural Foods, Inc. dated September 20, 2018
99.2		Investor Presentation dated September 20, 2018

IMMEDIATE RELEASE

September 20, 2018

UNFI ANNOUNCES FOURTH QUARTER AND FISCAL 2018 RESULTS

Record Fiscal 2018 Net Sales of $10.23 Billion

Provides Details on Pending SUPERVALU Acquisition

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

Fourth Quarter and Full Year Fiscal 2018 Highlights



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

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

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

Fourth Quarter Fiscal 2018 Summary

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



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

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

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

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

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

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

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

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

Net income for the fourth quarter of fiscal 2018 decreased 15.6%, or $6.1 million, to $32.8 million from $38.9 million, for the fourth quarter of fiscal 2017.

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

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

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

Fiscal Year 2018 Sales by Channel

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



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

* Reflects rounding

Fiscal 2018 Results Compared to Guidance



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

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

Cash Flow Generation and Balance Sheet



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

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

Fiscal 2019 Outlook, Excluding Impact of the Pending SUPERVALU Acquisition



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

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

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

Pending SUPERVALU Acquisition


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


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


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

•

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


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


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


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


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

Investor Day

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

Conference Call & Webcast

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

About United Natural Foods

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



	INVESTOR CONTACT:
	Faten Freiha
	Director, Investor Relations and Corporate Strategy
	401-528-8634

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

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

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

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

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share data)



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

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except per share data)



	July 28, 2018			July 29, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	23,315		$	15,414
Accounts receivable, net	579,702			525,636
Inventories	1,135,775			1,031,690
Deferred income taxes	—			40,635
Prepaid expenses and other current assets	50,122			49,295
Total current assets	1,788,914			1,662,670
Property and equipment, net	571,146			602,090
Goodwill	362,495			371,259
Intangible assets, net	193,209			208,289
Other assets	48,708			42,255
Total assets	$	2,964,472		$	2,886,563

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	517,125		$	534,616
Accrued expenses and other current liabilities	169,658			157,243
Current portion of long-term debt	12,441			12,128
Total current liabilities	699,224			703,987
Notes payable	210,000			223,612
Deferred income taxes	44,384			98,833
Other long-term liabilities	27,200			28,347
Long-term debt, excluding current portion	137,709			149,863
Total liabilities	1,118,517			1,204,642
Stockholders' equity:
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding	—			—
Common stock, $0.01 par value, authorized 100,000 shares; 51,025 shares issued and 50,411 shares outstanding at July 28, 2018; 50,622 issued and outstanding shares at July 29, 2017	510			506
Additional paid-in capital	483,623			460,011
Treasury shares	(24,231		)	—
Accumulated other comprehensive loss	(14,179		)	(13,963		)
Retained earnings	1,400,232			1,235,367
Total stockholders' equity	1,845,955			1,681,921
Total liabilities and stockholders' equity	$	2,964,472		$	2,886,563

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



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

Cash and cash equivalents at beginning of period	15,414			18,593
Cash and cash equivalents at end of period	$	23,315		$	15,414
Supplemental disclosures of cash flow information:
Cash paid for interest	$	16,471		$	17,115
Cash paid for federal and state income taxes, net of refunds	$	64,042		$	78,984

UNITED NATURAL FOODS, INC.



Reconciliation of Operating Expenses and Operating Expenses as a Percentage of Net Sales to Adjusted Operating Expenses and Adjusted Operating Expenses as a Percentage of Net Sales (unaudited)
(in thousands, except percentages)

	13-Week Period Ended								Fiscal Year Ended
	July 28, 2018			July 29, 2017			Change		July 28, 2018			July 29, 2017			Change
Net Sales	$	2,592,248		$	2,341,033		10.7	%	$	10,226,683		$	9,274,471		10.3	%
Total operating expenses	326,185			307,130			6.2	%	1,295,542			1,202,896			7.7	%
Restructuring and asset impairment expenses	(4,620		)	(2,918		)			(16,013		)	(6,864		)
Acquisition costs	(4,967		)	—					(4,967		)	—
Adjusted total operating expenses	$	316,598		$	304,212		4.1	%	$	1,274,562		$	1,196,032		6.6	%

Total operating expenses as a percentage of net sales	12.58		%	13.12		%			12.67		%	12.97		%
Adjusted total operating expenses as a percentage of net sales	12.21		%	12.99		%			12.46		%	12.90		%



Reconciliation of Operating Income to Adjusted Operating Income (unaudited)
(in thousands, except percentages)

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

UNITED NATURAL FOODS, INC.



Reconciliation of Net Income to Adjusted EBITDA (unaudited)
(in thousands, except percentages)

	13-Week Period Ended							Fiscal Year Ended
	July 28, 2018		July 29, 2017			Change		July 28, 2018		July 29, 2017		Change
Net income	$	32,788	$	38,869		(15.6	)%	$	165,670	$	130,155	27.3	%
Depreciation and amortization	21,649		22,121					87,631		86,051
Total other (income) expense, net *	3,725		(2,068		)			14,480		11,602
Provision for income taxes	13,244		24,668					47,075		84,268
Restructuring and asset impairment expenses	4,620		2,918					16,013		6,864
Acquisition related costs	4,967		—					4,967		—
Adjusted EBITDA	$	80,993	$	86,508		(6.4	)%	$	335,836	$	318,940	5.3	%

* Other (income) expense, net for the 13-week period and fiscal year ended July 29, 2017 includes a gain of $6.1 million related to the sale of the Company's stake in Kicking Horse Coffee.



Reconciliation of GAAP Earnings per Diluted Common Share to Adjusted Earnings per Diluted Common Share (unaudited)

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

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

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

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

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

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

UNITED NATURAL FOODS, INC.



Reconciliation of GAAP Effective Tax Rate to Non-GAAP Effective Tax Rate (unaudited)
(in thousands, except percentages)
	July 28, 2018
	13-Week Period Ended				Fiscal Year Ended
Income before income taxes	$	46,032			$	212,745

Provision for income taxes	13,244		28.8	%	47,075		22.1	%
Net tax benefit related to U.S. Tax Reform (1)	836		1.8	%	21,719		10.2	%
Adjusted provision for income taxes	$	14,080	30.6	%	$	68,794	32.3	%

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

FISCAL 2019 GUIDANCE

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

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



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

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

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

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

Included in Fiscal 2019 Guidance (unaudited)




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

UNITED NATURAL FOODS, INC.

FISCAL 2018 GUIDANCE

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

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



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

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

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

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



Reconciliation of 2018 Guidance for Estimated GAAP Effective Tax Rate to Estimated Non-GAAP Effective Tax Rate (unaudited)

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

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

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

Included in Fiscal 2018 Guidance (unaudited)




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

Supplemental Presentation on UNFI’s Pending Supervalu Acquisition 1

Forward Looking Statements This presentation contains, and certain statements made by representatives of UNFI, and respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. UNFI’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, UNFI’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside UNFI’s and SUPERVALU’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that have been or may be instituted against UNFI or SUPERVALU in connection with the merger agreement and the transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of SUPERVALU or other conditions to closing in the merger agreement; (4) risks related to the financing of the transaction; (5) the risk that announcement and consummation of the business combination disrupts current plans and operations; (6) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the business combination; and (8) other risks and uncertainties identified in UNFI’s and SUPERVALU’s filings with the Securities and Exchange Commission (“SEC”). More information about other potential factors that could affect UNFI’s and SUPERVALU’s business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in UNFI’s Annual Report on Form 10-K for the fiscal year ended July 29, 2017 and SUPERVALU’s Report on Form 10-K for the fiscal year ended February 24, 2018, as amended, and any updates to those risk factors set forth in UNFI’s and SUPERVALU’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive. UNFI cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. UNFI does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, other than as required by applicable law. This presentation also contains certain non-GAAP financial measures such as adjusted diluted earnings per common share, adjusted estimated diluted earnings per common share, debt to Adjusted EBITDA ratio, adjusted net sales, adjusted operating income, adjusted operating income margin, adjusted estimated effective tax rate and free cash flow. The reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the appendix to this presentation. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. UNFI believes that presenting these non-GAAP financial measures aids in making period-to-period comparisons and is a meaningful indication of its estimated operating performance. UNFI's management utilizes and plans to utilize this non-GAAP financial information to compare UNFI's operating performance during certain fiscal periods to the comparable periods in the other fiscal years and, in certain cases, to internally prepared projections. 2

Transforming into North America’s Premier Wholesale Distributor ✓ Leader in Food Wholesale Industry with Significant Scale and Reach ✓ Significant Cost Synergies And Growth Opportunities ✓ Well Positioned to Continue to Capture Natural / Organic Growth Across All Channels ✓ Experienced Management Team with Deep Wholesale and Natural / Organic Expertise, Strong Integration Capabilities ✓ Long-term Shareholder Value Creation, Including Disciplined Capital Allocation 3

Combination Creates Compelling Value for Customers and Shareholders 1 Delivers Significant Synergies Creates run-rate cost synergy opportunity of more than $175 million, with ~95% of synergies expected to be achieved by year 3; more than $185 million in cost synergies by year 4. 2 Diversifies Customer Base Expands customer base and increases distribution opportunities across channels, including those where demand for “better for you” products is accelerating and UNFI is under-represented 3 Expands Market Reach and Scale Wider geographic reach and greater scale is expected to increase efficiencies and effectiveness across new and existing customers and capture a greater share of industry growth. 4 Enhances Technology, Capacity and Systems Leverages scalable systems which provide opportunity to streamline processes, more efficiently meet the needs of customers and significantly reduce future capital expenditures. 5 Enables Cross-Selling Opportunities Delivers comprehensive and expanded offerings – including high-growth perimeter categories such as meat and produce – to UNFI’s natural and organic products, and a more robust “better for you” product offering to Supervalu. 4

Leading Food Wholesaler Offering Best-in-Class Services with an Expansive Footprint #1 #2 $20B+ 60+ ~45,000 ~250K 5,775+ . Natural and U.S. Food Net Sales(2) Distribution Customers SKUS Private Organic Wholesaler(1) Centers Supplied Brands SKUS Wholesaler UNFI Owned Properties UNFI Leased Properties SVU Owned Properties SVU Leased Properties (1) Based on net sales data. Source: Company filings. 5 (2) Based on UNFI’s FY18 results and SVU’s LTM results as of Q1 FY19

Diversified, Long-Tenured Customer Base Only two of UNFI top 25 customers overlap with SVU top 25 customers Average customer relationship for UNFI and SUPERVALU’s top 25 customers spans over 20 years Source: Company filings Note: “Other” category for UNFI includes E-Commerce Retailers and Food Service Customers, and other. “Other” category for SUPERVALU includes corporate revenue, military revenue and other; “SVU FL” pro forma revenue of $644mm; “West Region” pro forma revenue of $3,715mm; “Conventional Supermarket” category for SVU includes Multi Stores (2 - 9 Stores), Regional 6 Chains (10+ Stores), Single Stores. SUPERVALU reflects wholesale channel distribution only.

Synergies Timeline and Deal Costs Expect to generate run rate cost synergies of more than $175 million in year 3 Sources of Cost Synergies Timeline to Achieve One-Time Costs(1) $ in millions $110 100% 95% $95 65% 25% $35 Year 1 Year 2 Year 3 Year 4 Year 1 Year 2-Year 5 Cost Synergies Deal Costs Costs to Achieve • More than $175 million in cost synergies in year 3 net of reverse synergies and excludes one-time costs in year 3. Expect more than $185 million in cost synergies in year 4. • Synergy estimates are incremental to SUPERVALU’s assumed synergies from prior acquisitions One-Time Costs • Costs to achieve reflect integration costs and costs to achieve synergies. Deal costs include advisor and consulting fees • One-time costs including deal and integration costs for year 1 are expected to be ~$100 million. • Total one-time costs for year two and beyond are expected to be $110 million with majority expected in year 2. • Costs in year 3 through year 5 are related to IT integration 7 (1) One-time costs impact EBITDA

Significant Cost Synergy Opportunities  Remove duplicative contracts and roles  Consolidate IT platforms & infrastructure Overhead Integration  Reduce insurance premiums and align benefits  Optimize facilities and overhead  Relocate inventory from 3rd party warehouses to nearby UNFI / SUPERVALU distribution centers  Consolidate distribution centers and reduce transportation costs  Optimize equipment and contracts with modernized trailer fleet Operational Efficiencies  Improve throughput performance  Apply UNFI supplier programs to SUPERVALU  Align inbound logistics and optimize back-haul inbound logistics  Adopt high margin SUPERVALU services  Optimize distribution center capacity in certain geographies Capital Expenditure  Efficiency Reduce IT capital spend from enhancements to technology and leveraging of certain existing systems 8

Detailed Integration Planning Underway Experienced Team Supplemented By Outside Resources  UNFI Management has substantial experience integrating businesses having Management completed 9 acquisitions in the last 6 years totaling over $1.8 billion of sales Experience  Integrating Management expects to retain key employees for critical work streams and Businesses integration efforts including for example the planned retail divestiture process and Unified Grocers / AG Florida synergy plan  Developed clearly defined integration plan  Meetings between management teams and functional leads to outline Integration Plan milestones and emphasize focus on driving both businesses  Detailed plan to execute, achieve and track all synergies with management accountability  UNFI and SUPERVALU, in coordination with independent advisors and Synergy Planning consultants, collaborated to identify and develop actionable synergy and opportunities Delivery  Past experience and detailed analysis has allowed UNFI and SUPERVALU to deliver and beat synergy targets on prior deals 9

Planned Retail Divestiture Objective is to divest remaining retail business as soon as practical following the close Total Stores Leased / Owned Commentary • Serves the Hampton Roads and Richmond, VA areas 38 37/1 • Exit Complete • Serves the St. Louis and central Illinois markets • Price-oriented warehouse concept 38 32/6 (St. Louis) • Recently SVU announced sale of 19 stores to Schnuck Markets, Operations expected to close by late October SVU Discontinued Discontinued SVU • Serves West Virginia, Maryland, Pennsylvania and Virginia 21 17/4 East • Basic stores with competitive prices • Historical “value” positioning in market 54 39/15 • Another 27 Cub Foods stores are franchised 52 52/0 • Value player in the greater Washington D.C. Baltimore area Operations SVU SVU Continuing 8 5/3 • Fargo-Moorhead’s “hometown” grocery store for over 60 years Retail Divestiture Strategy • Divest in thoughtful and economic manner and retain limited liabilities • Advanced discussions with select buyers and continuing to pursue other disposition opportunities • Supply agreements may be separated, depending on capacity needs • Current outlook assumes loss of certain supply agreements 10

Year 1 Expectations  Expect performance consistent with historical results, while leveraging the benefits of the combination Combined Company  Continue to capture synergies associated with prior acquisitions  Divest remaining retail business in a thoughtful and economic manner, as soon as reasonably practical  Achieve 25% of run-rate cost synergies in year one, excluding one-time costs (more than $45 million) Synergies  Cost synergies are net of reverse synergies and are incremental to the disclosed Unified Grocers and AG Florida synergies  Growth synergies provide an opportunity for upside to modeled assumptions  At close, total enterprise Debt to Adj. EBITDA leverage is expected to be approximately 4.7x, including total debt of approximately $3.5 billion(1) Leverage at Close  At close, normalized leverage is approximately 3.9x (including run-rate cost synergies and certain other business adjustments)(1)  Net Sales of $24.2 to $24.8 billion  Adjusted EBITDA of $655 to $675 million, excluding one-time costs  Adjusted EBITDA is impacted by the wind down of the Albertsons TSA agreement, the Year 1 Pro Forma additional expense related to the recent sale leaseback initiative, and other stranded retail Financials(2) and other costs compared to FY18 results  Low double digit % Adjusted EPS accretion(3)  Pro Forma financials for Year 1 exclude retail business and discontinued operations, one- time costs and the impact of purchase price accounting (1) Leverage calculations are provided on Page 14 (2) We are not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the actual impact of purchase accounting, divestitures and restructuring actions. The unavailable information could have a significant impact on our GAAP financial results. (3) Accretion calculated versus midpoint of FY19 UNFI guidance and excludes one-time costs and the impact of purchase price accounting 11

Disciplined Capital Allocation Strategy ✓ Long-term leverage target of 2.0x to 2.5x ✓ Invest in the business to support profitable growth ✓ Active working capital management to enhance free cash flow ✓ Forego near-term M&A and over the long-term consider strategic and synergistic bolt-on M&A ✓ Opportunistically return capital to shareholders once leverage targets are achieved 12

Sources & Uses and Leverage ($ in millions) ($ in millions) Pro Forma Sources $ Pro Forma Capitalization Combined New ABL Facility ($2,000) $1,200 Total Debt Net of Cash $3,502 New Term Loan B 2,050 Rolled Capital Leases 252 Financial Statistics Total Sources $3,502 LTM SVU Adj. EBITDA (wholesale and corporate) $338 LTM SVU Adj. EBITDA (retail) $73 ($ in millions) FY 2018 UNFI Adj. EBITDA 336 Uses $ Combined LTM Adj. EBITDA $747 Supervalu Equity Consideration $1,348 Refinance Existing SVU Debt – Estimate 1,611 Opening Leverage Ratio Refinance Existing UNFI Debt – Estimate 362 Total Debt / Combined Adj. EBITDA (excluding synergies) 4.7x Financing fees, transaction fees, debt extinguishment costs and other(1) 181 Total Uses $3,502 Normalized Leverage Ratio Combined LTM Adj. EBITDA $747 Loss of Albertson’s TSA Agreement – Estimate ($79) Unified Grocers / AG Florida Synergies (Annualized) $113 Run-rate Cost Synergies (Year 4) $185 Retail Exit (Net of Supply and Service Agreements) ($28) New Sale Leaseback Expenses ($34) Normalized LTM Adjusted EBITDA $904 Normalized Leverage 3.9x Capital Structure and Interest Expense • Existing debt is estimated for UNFI and SVU, as the transaction has not closed yet • Plan to retain existing swap agreements to fix our debt • Goal: Fixed rate exposure of 60-75% of total debt • Interest expense is expected to be $185 to $190 million 13 (1) Includes financing fees of approximately $60 million, seller transaction fees of $55 million, buyer transaction fees of $35 million and debt extinguishment fees of $20 million, as well as other items.

Transforming into North America’s Premier Wholesale Distributor ✓ Leader in Food Wholesale Industry with Significant Scale and Reach ✓ Significant Cost Synergies and Growth Opportunities ✓ Well Positioned to Continue to Capture Natural / Organic Growth Across All Channels ✓ Experienced Management Team with Deep Wholesale and Natural / Organic Expertise, Strong Integration Capabilities ✓ Strong Shareholder Value Creation, Including Disciplined Capital Allocation 14

Appendix 15

Historical Pro Forma Financials ($’mm) Net Sales Adjusted EBITDA $22,683 $674 $19,063 $631 $16,472 $16,502 $564 $574 12,456 338 9,789 312 8,287 8,032 251 271 9,274 10,227 8,185 8,470 313 303 319 336 FY 2015 FY 2016 FY 2017 FY 2018 FY 2015 FY 2016 FY 2017 FY 2018 Capital Expenditures % of net 1.3% 0.8% 1.0% 1.1% sales $246 $208 $189 79 $128 201 133 87 129 41 56 45 FY 2015 FY 2016 FY 2017 FY 2018 Note: FY2015 through FY2017 results are based on reported historical financial. SVU results have been calendarized based on UNFI’s fiscal year. FY 2018 reflectd, UNFI FY2018 and SVU LTM month results as of June 16, 2018. Reconciliations for these Non-GAAP metrics are provided in the appendix of this presentation. 16

Historical Financials – SVU Retail Segment ($’mm) Sales Adjusted EBITDA $3,145 $179 $3,028 $2,936 $125 $73 FY 2016 FY 2017 LTM FY 2016 FY 2017 LTM Capital Expenditures $83 $74 $64 FY 2016 FY 2017 LTM 17 Source: Company data, based on SVU Fiscal Year-End. Reconciliations for these Non-GAAP metrics are provided in the appendix of this presentation.

GAAP to Non-GAAP Reconciliations - UNFI Reconciliation of Net Income to Adjusted EBITDA(1) $ in thousands FY 15 FY 16 FY 17 FY 18 Net income $138,734 $125,766 $130,155 $165,670 Depreciation and amortization 63,800 71,006 86,051 87,631 Total other (income) expense, net 12,188 15,887 11,602 14,480 Provision for income taxes 91,035 82,456 84,268 47,075 Restructuring and asset - 5,552 6,864 16,013 impairment expenses Acquisition related costs - 2,194 - 4,967 Other 7,736(2) - - - Adjusted EBITDA $313,493 $302,861 $318,940 $335,836 18 (1) UNFI did not report Adjusted EBITDA prior to fiscal year 2016. (2) Reflects a reduction in net sales the Company recognized in fiscal 2015 related to an incorrect calculation of amounts owed to a customer

SVU Net Sales by Segment FY 2015 – TTM 1Q 2019 Net Sales - Based on SVU Fiscal Year-End FY 2017 FY 2016 FY 2015 Wholesale $ 7,705 $ 7,935 $ 8,198 Retail 3,028 3,145 3,120 Corporate 179 203 196 Total $ 10,912 $ 11,283 $ 11,514 Net Sales - Based on SVU Fiscal Year-End FY 2017 FY 2016 FY 2015 Wholesale $ 7,705 $ 7,935 $ 8,198 Corporate 179 203 196 Supervalu Net Sales, excluding Retail 7,884 8,138 8,394 Calendarization Impact (7/12 of Current FY + 4/12 of next FY) 1,905 (106) (107) Supervalu Net Sales, excluding Retail - Based on UNFI Fiscal Year $ 9,789 $ 8,032 $ 8,287 Net Sales 1Q 2019 4Q 2018 3Q 2018 2Q 2018 TTM 1Q 2019 Wholesale $ 3,814 $ 2,872 $ 2,888 $ 2,738 $ 12,312 Retail 901 690 675 670 2,936 Corporate 40 32 33 39 144 Total Net Sales 4,755 $ 3,594 $ 3,596 $ 3,447 $ 15,392 Net Sales TTM 1Q 2019 Wholesale $ 12,312 Corporate 144 Total Supervalu Sales, Excluding Retail $ 12,456 Note: Calendarization of financials is unaudited 19

GAAP to Non-GAAP Reconciliations – SVU FY 2015 - FY 2017 Based on SVU Fiscal Year FY 2017 FY 2016 FY 2015 Reconciliation of segment operating earnings to total operating earnings, as reported Wholesale operating earnings $ 225 $ 218 $ 230 Retail operating loss (3) 66 62 Corporate operating loss (27) (43) (128) Total operating earnings $ 195 $ 241 $ 164 Reconciliation of segment operating earnings, as reported, to segment Adjusted EBITDA: Wholesale operating earnings, as reported 225 218 230 Adjustments: Total wholesale One-Time Adjustments (9) 6 69 Wholesale operating earnings, as adjusted 216 224 299 Wholesale depreciation and amortization 54 49 56 LIFO charge - 2 5 Wholesale adjusted EBITDA $ 270 $ 275 $ 360 Retail operating (loss) earnings, as reported (3) 66 62 Adjustments: Total Retail One-Time Adjustments 18 1 - Retail operating (loss) earnings, as adjusted 15 67 62 Retail depreciation and amortization 108 114 116 LIFO (credit) charge 1 1 3 Equity in earnings of unconsolidated affiliates 5 5 4 Gain on sale of unconsolidated affiliates - - - Net earnings attributable to noncontrolling interests (4) (8) (7) Retail adjusted EBITDA $ 125 $ 179 $ 178 Corporate operating loss, as reported (27) (43) (128) Adjustments: Total Corporate One-Time Adjustments 39 11 2 Corporate operating loss, as adjusted 12 (32) (126) Corporate depreciation and amortization 11 12 14 Corporate adjusted EBITDA 23 (20) (112) Total adjusted EBITDA $ 418 $ 434 $ 426 20

GAAP to Non-GAAP Reconciliations – SVU TTM as of Q1 2019 Based on SVU Fiscal year 1Q 2019 4Q 2018 3Q 2018 2Q 2018 TTM 1Q 2019 Wholesale operating earnings 49 68 43 56 216 Retail operating loss (20) 1 (4) (10) (33) Corporate operating loss (17) (1) (4) (17) (39) Total operating earnings $ 12 $ 68 $ 35 $ 29 $ 144 Reconciliation of segment operating earnings, as reported, to segment Adjusted EBITDA: - Wholesale operating earnings, as reported 49 68 43 56 216 Adjustments: - Total wholesale One-Time Adjustments (6) (1) 2 - (5) Wholesale operating earnings, as adjusted 43 67 45 56 211 Wholesale depreciation and amortization 37 24 20 22 103 LIFO charge 2 - 3 1 6 Wholesale adjusted EBITDA $ 82 $ 91 $ 68 $ 79 $ 320 - Retail operating (loss) earnings, as reported (20) 1 (4) (10) (33) Adjustments: - Total Retail One-Time Adjustments 14 - - - 14 Retail operating (loss) earnings, as adjusted (6) 1 (4) (10) (19) Retail depreciation and amortization 26 24 23 22 95 LIFO (credit) charge - (3) (1) - (4) Equity in earnings of unconsolidated affiliates - 14 - - 14 Gain on sale of unconsolidated affiliates - (13) - - (13) Net earnings attributable to noncontrolling interests - - - - - Retail adjusted EBITDA $ 20 $ 23 $ 18 $ 12 $ 73 - Corporate operating loss, as reported (17) (1) (4) (17) (39) Adjustments: - Total Corporate One-Time Adjustments 15 1 3 25 44 Corporate operating loss, as adjusted (2) - (1) 8 5 Corporate depreciation and amortization 4 3 3 3 13 Corporate adjusted EBITDA 2 3 2 11 18 Total adjusted EBITDA $ 104 $ 117 $ 88 $ 102 $ 411 Based on SVU Fiscal Year TTM 1Q 2019 Wholesale operating earnings, as reported $ 320 Corporate adjusted EBITDA 18 Supervalu adjusted EBITDA, excluding Retail $ 338 21

Calendarizing SVU Adjusted EBITDA and Capital Expenditures Based on SVU Fiscal Year TTM 1Q 2019 FY 2017 FY 2016 FY 2015 Wholesale adjusted EBITDA $ 320 $ 270 $ 275 $ 360 Corporate adjusted EBITDA 18 23 (20) (112) Supervalu adjusted EBITDA, excluding Retail $ 338 $ 293 $ 255 $ 248 Calendarization Impact (7/12 of Current FY + 4/12 of next FY) 19 16 3 Supervalu adjusted EBITDA, excluding Retail - Based on UNFI Fiscal Year $ 312 $ 271 $ 251 Capital Expenditures - Based on SVU Fiscal Year-End FY 2018 -1Q 2018 +1Q 2019 TTM 1Q 2019 Wholesale 207 (59) 53 201 Retail 70 (23) 17 64 Corporate - Total Capital Expenditures 277 (82) 70 265 Capital Expenditures - Based on SVU Fiscal Year-End TTM 1Q 2019 FY 2017 FY 2016 FY 2015 Wholesale Business $ 201 $ 85 $ 88 $ 73 Calendarization Impact (7/12 of Current FY + 4/12 of next FY) 48 (1) 6 Supervalu adjusted EBITDA, excluding Retail - Based on UNFI Fiscal Year $ 133 $ 87 $ 79 22 Note: Calendarization of financials is unaudited

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