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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended August 3, 2013
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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05-0376157
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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313 Iron Horse Way, Providence, RI 02908
(Address of principal executive offices)(Zip Code)
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Registrant's telephone number, including area code:
(401) 528-8634
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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NASDAQ Global Select Market
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Large Accelerated Filer
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Accelerated Filer
o
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Non-accelerated Filer
o
(Do not check if a smaller reporting company)
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Smaller Reporting Company
o
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Section
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independently owned natural products retailers, which include buying clubs;
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supernatural chains, which consist solely of Whole Foods Market, Inc. ("Whole Foods Market");
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conventional supermarkets and mass market chains; and
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other, which includes foodservice and international customers outside of Canada.
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our wholesale division, which includes our broadline natural, organic and specialty distribution business in the United States, UNFI Canada, which is our natural, organic and specialty distribution business in Canada, Albert's Organics, Inc. ("Albert's"), which is a leading distributor within the United States of organically grown produce and non-produce perishable items, and Select Nutrition, which distributes vitamins, minerals and supplements;
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our retail division, consisting of Earth Origins, which operates our
thirteen
natural products retail stores within the United States; and
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our manufacturing division, consisting of Woodstock Farms Manufacturing, which specializes in the international importation, roasting, packaging and distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections, and our Blue Marble Brands product lines.
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control the purchases made by these stores;
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expand the number of high-growth, high-margin product categories, such as produce and prepared foods, within these stores; and
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stay abreast of the trends in the retail marketplace, which enables us to better anticipate and serve the needs of our wholesale customers.
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In connection with the acquisition of the SDG assets in June 2010, we acquired five distribution centers which provided a nationwide presence in Canada with approximately 286,000 square feet of distribution space and the ability to serve all major markets in Canada.
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In September 2010 we commenced operations at a new facility in Lancaster, Texas serving customers throughout the Southwestern United States, including Texas, Oklahoma, New Mexico, Arkansas and Louisiana.
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In October 2010 we began operating the former Whole Foods Distribution center in Aurora, Colorado.
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During July 2011 we completed the integration of specialty food products into our nationwide platform.
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In May 2013 our Albert's division commenced operations at a new facility in Logan Township, New Jersey with 55,000 square feet of distribution space to more efficiently serve our growing customer base on the East Coast, including the New York City metropolitan market.
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In June 2013 we commenced operations at a new 540,000 square foot distribution center in Aurora, Colorado and consolidated all existing Aurora operations including an Albert's location and off-site storage into one building.
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In May 2013 we began construction of a distribution center in Sturtevant, Wisconsin, from which we expect to begin operations in the spring of 2014.
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In July 2013 we purchased land in Montgomery, New York to build a new distribution center from which we expect to commence operations in fiscal 2015 and which will service the growing New York City metropolitan market and allow us to transfer certain routes from our York, Pennsylvania, Chesterfield, New Hampshire and Dayville, Connecticut distribution centers.
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Whole Foods Market, the largest supernatural chain in the United States and Canada; and
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conventional supermarket chains, including Safeway, Kroger, Wegmans, Stop & Shop, Giant-Landover, Giant Eagle, Hannaford, Food Lion, Bashas', Shop-Rite, Lowe's, Kings, Publix and Fred Meyer.
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Percentage of Net Sales
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Customer Type
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2013
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2012
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2011
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Independently owned natural products retailers
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34
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%
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35
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%
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37
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%
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Supernatural chains
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36
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%
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36
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%
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36
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%
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Conventional supermarkets and mass market chains
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25
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%
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24
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%
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22
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%
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Other
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5
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%
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5
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%
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5
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%
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•
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multiple monthly, region-specific, consumer circular programs, which feature the logo and address of the participating retailer imprinted on a circular that advertises products sold by the retailer to its customers. The monthly circular programs are structured to pass through the benefit of our negotiated discounts and advertising allowances to the retailer, and also provide retailers with posters and shelf tags to coincide with each month's promotions. We also offer a web-based tool which retailers can use to produce highly customized circulars and other marketing materials for their stores.
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quarterly coupon programs featuring supplier sponsored coupons, for display and distribution by participating retailers.
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themed "Celebration" sales and educational brochures to drive sales and educate consumers. Brochures are imprinted with participating retailers' store logo and information.
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a truck advertising program that allows our suppliers to purchase ad space on the sides of our hundreds of trailers traveling throughout the United States and Canada, increasing brand exposure to consumers.
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wholesale tri-annual catalogs, which serve as a primary reference guide and ordering tool for retailers.
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a website for retailers with category management tools, retail staff development resources and other resources designed to help our customers succeed.
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a variety of programs designed to feature suppliers and generate volume sales.
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monthly specials catalogs that highlight promotions and new product introductions.
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specialized catalogs for holiday promotions and to serve other customer needs.
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ClearVue, an information sharing program designed to improve the transparency of information and drive efficiency within the supply chain. With the availability of in-depth data and tailored reporting tools, participants are able to reduce inventory balances with the elimination of forward buys, while improving service levels.
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SIS, an information-sharing program that helps our suppliers better understand our customers' businesses, in order to generate mutually beneficial incremental sales in an efficient manner.
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Growth Incentive programs, supplier-focused high-level sales and marketing support for selected brands, which foster our partnership by building incremental, mutually profitable sales for suppliers and us.
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produce a quarterly report of trends in the natural and organic industry;
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provide product data information such as best seller lists, store usage reports and easy-to-use product catalogs;
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provide assistance with store layout designs; new store design and equipment procurement;
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provide planogramming, shelf and category management support;
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offer in-store signage and promotional materials, including shopping bags and end-cap displays;
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provide assistance with planning and setting up product displays;
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provide shelf tags for products; and
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provide a website on which retailers can access various individual retailer-specific reports and product information.
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Name
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Age
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Position
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Steven L. Spinner
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53
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President and Chief Executive Officer
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Mark E. Shamber
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44
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Senior Vice President, Chief Financial Officer and Treasurer
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Joseph J. Traficanti
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62
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Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
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Sean F. Griffin
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54
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Senior Vice President, Group President
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Eric A. Dorne
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52
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Senior Vice President, Chief Information Officer
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Thomas A. Dziki
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52
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Senior Vice President, Chief Human Resource and Sustainability Officer
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Craig H. Smith
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54
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Senior Vice President, National Sales and Service
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Donald P. McIntyre
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58
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Senior Vice President, National Supply Chain and Strategy
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David A. Matthews
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48
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Senior Vice President, National Sales, and President of UNFI International
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Thomas J. Grillea
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57
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Division President
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Christopher P. Testa
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43
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President, Woodstock Farms Manufacturing and Blue Marble Brands
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•
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maintaining the customer and supplier base;
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optimizing delivery routes;
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coordinating administrative, distribution and finance functions; and
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integrating management information systems and personnel.
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increasing our vulnerability to general adverse economic and industry conditions;
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limiting our ability to obtain additional financing;
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limiting our flexibility in planning for or reacting to changes in our business and the industry in which we compete; and
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placing us at a competitive disadvantage compared to competitors with less leverage or better access to capital resources.
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demand for our products; including as a result of seasonal fluctuations;
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changes in our operating expenses, including fuel and insurance expenses;
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management's ability to execute our business and growth strategies;
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changes in customer preferences, including levels of enthusiasm for health, fitness and environmental issues;
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public perception of the benefits of natural and organic products when compared to similar conventional products;
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fluctuation of natural product prices due to competitive pressures;
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personnel changes;
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general economic conditions including inflation;
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supply shortages, including a lack of an adequate supply of high-quality agricultural products due to poor growing conditions, water shortages, natural disasters or otherwise;
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volatility in prices of high-quality agricultural products resulting from poor growing conditions, water shortages, natural disasters or otherwise; and
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future acquisitions, particularly in periods immediately following the consummation of such acquisition transactions while the operations of the acquired businesses are being integrated into our operations.
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the products that we distribute in the United States are subject to inspection by the United States Food and Drug Administration;
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our warehouse and distribution centers are subject to inspection by the USDA and state health authorities; and
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the United States Department of Transportation and the United States Federal Highway Administration regulate our United States trucking operations.
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our quarterly operating results or the operating results of other distributors of organic or natural food and non-food products and of supernatural chains and conventional supermarkets and other of our customers;
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changes in general conditions in the economy, the financial markets or the organic or natural food and non-food product distribution industries;
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changes in financial estimates or recommendations by stock market analysts regarding us or our competitors;
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announcements by us or our competitors of significant acquisitions;
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increases in labor, energy, fuel costs or the costs of food products;
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natural disasters, severe weather conditions or other developments affecting us or our competitors;
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publication of research reports about us, the benefits of organic and natural products, or the organic or natural food and non-food product distribution industries generally;
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•
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changes in market valuations of similar companies;
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•
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additions or departures of key management personnel;
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•
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actions by institutional stockholders; and
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•
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speculation in the press or investment community.
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Location
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Lease Expiration
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Atlanta, Georgia
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Owned
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Auburn, California
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Owned
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Auburn, Washington
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August 2019
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Aurora, Colorado
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July 2015
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Aurora, Colorado
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October 2033
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Burnaby, British Columbia
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October 2018
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Charlotte, North Carolina
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September 2019
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Chesterfield, New Hampshire
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Owned
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Concord, Ontario
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December 2021
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Dayville, Connecticut
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Owned
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Greenwood, Indiana
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Owned
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Iowa City, Iowa
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Owned
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Lancaster, Texas
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July 2025
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Leicester, Massachusetts
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November 2015
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Logan Township, New Jersey
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May 2028
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Moreno Valley, California
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July 2023
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Mounds View, Minnesota
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November 2015
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New Oxford, Pennsylvania
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Owned
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Philadelphia, Pennsylvania
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January 2014
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Richmond, British Columbia
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August 2022
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Ridgefield, Washington
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Owned
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Rocklin, California
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Owned
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Sarasota, Florida
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July 2017
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Scotstown, Quebec
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Owned
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St. Laurent, Quebec
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July 2017
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Vernon, California
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Owned
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York, Pennsylvania
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May 2020
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Fiscal 2013
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High
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|
Low
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||||
First Quarter
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|
$
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61.26
|
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|
$
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52.72
|
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Second Quarter
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56.01
|
|
|
50.25
|
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||
Third Quarter
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|
56.45
|
|
|
47.20
|
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||
Fourth Quarter
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|
60.42
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|
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47.67
|
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||
|
|
|
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|
||||
Fiscal 2012
|
|
|
|
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|||
First Quarter
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|
$
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42.53
|
|
|
$
|
35.07
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Second Quarter
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|
44.68
|
|
|
32.83
|
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||
Third Quarter
|
|
50.37
|
|
|
43.81
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||
Fourth Quarter
|
|
55.86
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|
|
47.98
|
|
Consolidated Statement of Income Data:(1)
|
|
August 3,
2013 |
|
July 28,
2012 |
|
July 30,
2011 |
|
July 31,
2010 |
|
August 1,
2009 |
||||||||||
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(53 weeks)
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||||||||||
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(In thousands, except per share data)
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||||||||||||||||||
Net sales
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$
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6,064,355
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|
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$
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5,236,021
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$
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4,530,015
|
|
|
$
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3,757,139
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$
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3,454,900
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Cost of sales
|
|
5,039,279
|
|
|
4,320,018
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3,705,205
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3,060,208
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2,794,419
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|||||
Gross profit
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1,025,076
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916,003
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824,810
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696,931
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660,481
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|||||
Operating expenses
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|
837,953
|
|
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755,744
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688,859
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|
582,029
|
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550,560
|
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|||||
Restructuring and asset impairment expense
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|
1,629
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|
5,101
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|
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6,270
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—
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|
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—
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|||||
Total operating expenses
|
|
839,582
|
|
|
760,845
|
|
|
695,129
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|
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582,029
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|
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550,560
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|
|||||
Operating income
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185,494
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155,158
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129,681
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|
|
114,902
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|
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109,921
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|||||
Other expense (income):
|
|
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||||||||||
Interest expense
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5,897
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4,734
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5,000
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|
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5,845
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9,914
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|||||
Interest income
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(632
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)
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(715
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)
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(1,226
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)
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(247
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)
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(450
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)
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|||||
Other, net
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6,113
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|
356
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(528
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)
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(2,698
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)
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275
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|
|||||
Total other expense, net
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11,378
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4,375
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3,246
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2,900
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|
|
9,739
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|
|||||
Income before income taxes
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|
174,116
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|
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150,783
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|
|
126,435
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|
|
112,002
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|
|
100,182
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|
|||||
Provision for income taxes
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|
66,262
|
|
|
59,441
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|
|
49,762
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|
|
43,681
|
|
|
40,998
|
|
|||||
Net income
|
|
$
|
107,854
|
|
|
$
|
91,342
|
|
|
$
|
76,673
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|
|
$
|
68,321
|
|
|
$
|
59,184
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|
Per share data—Basic:
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|
|
|
|
|
|
|
|
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|
||||||||||
Net income
|
|
$
|
2.19
|
|
|
$
|
1.87
|
|
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$
|
1.62
|
|
|
$
|
1.58
|
|
|
$
|
1.38
|
|
Weighted average basic shares of common stock
|
|
49,217
|
|
|
48,766
|
|
|
47,459
|
|
|
43,184
|
|
|
42,849
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|
|||||
Per share data—Diluted:
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|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2.18
|
|
|
$
|
1.86
|
|
|
$
|
1.60
|
|
|
$
|
1.57
|
|
|
$
|
1.38
|
|
Weighted average diluted shares of common stock
|
|
49,509
|
|
|
49,100
|
|
|
47,815
|
|
|
43,425
|
|
|
42,993
|
|
Consolidated Balance Sheet Data:
|
August 3,
2013 |
|
July 28,
2012 |
|
July 30,
2011 |
|
July 31,
2010 |
|
August 1,
2009 |
||||||||||
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(In thousands)
|
||||||||||||||||||
Working capital
|
$
|
716,951
|
|
|
$
|
612,700
|
|
|
$
|
381,071
|
|
|
$
|
194,190
|
|
|
$
|
169,053
|
|
Total assets
|
1,729,908
|
|
|
1,493,946
|
|
|
1,400,988
|
|
|
1,250,799
|
|
|
1,058,550
|
|
|||||
Total long-term debt and capital leases, excluding current portion
|
33,091
|
|
|
635
|
|
|
986
|
|
|
48,433
|
|
|
53,858
|
|
|||||
Total stockholders' equity
|
$
|
1,099,146
|
|
|
$
|
978,716
|
|
|
$
|
869,667
|
|
|
$
|
630,447
|
|
|
$
|
544,472
|
|
(1)
|
Includes the effect of acquisitions from the date of acquisition.
|
•
|
our dependence on principal customers;
|
•
|
our sensitivity to general economic conditions, including the current economic environment, changes in disposable income levels and consumer spending trends;
|
•
|
our ability to reduce our expenses in amounts sufficient to offset our increased focus on sales to conventional supermarkets and the resulting lower gross margins on these sales;
|
•
|
our reliance on the continued growth in sales of natural and organic foods and non-food products in comparison to conventional products;
|
•
|
our ability to timely and successfully deploy our new warehouse management system throughout our distribution centers and our transportation management system Company-wide;
|
•
|
increased fuel costs;
|
•
|
our sensitivity to inflationary and deflationary pressures;
|
•
|
the relatively low margins and economic sensitivity of our business;
|
•
|
the potential for disruptions in our supply chain by circumstances beyond our control;
|
•
|
the ability to identify and successfully complete acquisitions of other natural, organic and specialty food and non-food products distributors; and
|
•
|
management's allocation of capital and the timing of capital expenditures.
|
•
|
our wholesale division, which includes our broadline natural, organic and specialty distribution business in the United States, UNFI Canada, which is our natural, organic and specialty distribution business in Canada, Albert's, which is a leading distributor of organically grown produce and non-produce perishable items within the United States, and Select Nutrition, which distributes vitamins, minerals and supplements;
|
•
|
our retail division, consisting of Earth Origins, which operates our
thirteen
natural products retail stores within the United States; and
|
•
|
our manufacturing division, consisting of Woodstock Farms Manufacturing, which specializes in the international importation, roasting, packaging and distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items, and confections, and our Blue Marble Brands product lines.
|
•
|
expand our marketing and customer service programs across regions;
|
•
|
expand our national purchasing opportunities;
|
•
|
offer a broader product selection;
|
•
|
offer operational excellence with high service levels and a higher percentage of on-time deliveries than our competitors;
|
•
|
centralize general and administrative functions to reduce expenses;
|
•
|
consolidate systems applications among physical locations and regions;
|
•
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increase our investment in people, facilities, equipment and technology;
|
•
|
integrate administrative and accounting functions; and
|
•
|
reduce the geographic overlap between regions.
|
|
|
Fiscal year ended
|
|
|||||||
|
|
August 3,
2013 |
|
July 28,
2012 |
|
July 30,
2011 |
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
|
83.1
|
%
|
|
82.5
|
%
|
|
81.8
|
%
|
|
Gross profit
|
|
16.9
|
%
|
|
17.5
|
%
|
|
18.2
|
%
|
|
Operating expenses
|
|
13.8
|
%
|
|
14.4
|
%
|
|
15.2
|
%
|
|
Restructuring and asset impairment expenses
|
|
—
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
Total operating expenses
|
|
13.8
|
%
|
|
14.5
|
%
|
|
15.3
|
%
|
|
Operating income
|
|
3.1
|
%
|
|
3.0
|
%
|
|
2.9
|
%
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
Interest income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Other, net
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Total other expense, net
|
|
0.2
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
Income before income taxes
|
|
2.9
|
%
|
|
2.9
|
%
|
|
2.8
|
%
|
|
Provision for income taxes
|
|
1.1
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
|
Net income
|
|
1.8
|
%
|
|
1.7
|
%
|
*
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
Customer Type
|
|
2013
Net Sales |
|
% of Total
Net Sales |
|
2012
Net Sales |
|
% of Total
Net Sales |
|
||||||
Independently owned natural products retailers
|
|
$
|
2,040
|
|
|
34
|
%
|
|
$
|
1,847
|
|
|
35
|
%
|
|
Supernatural chains
|
|
2,207
|
|
|
36
|
%
|
|
1,883
|
|
|
36
|
%
|
|
||
Conventional supermarkets
|
|
1,501
|
|
|
25
|
%
|
|
1,246
|
|
|
24
|
%
|
|
||
Other
|
|
316
|
|
|
5
|
%
|
|
260
|
|
|
5
|
%
|
|
||
Total
|
|
$
|
6,064
|
|
|
100
|
%
|
|
$
|
5,236
|
|
|
100
|
%
|
|
Customer Type
|
|
2012
Net Sales |
|
% of Total
Net Sales
|
|
2011
Net Sales |
|
% of Total
Net Sales
|
|
||||||
Independently owned natural products retailers
|
|
$
|
1,847
|
|
|
35
|
%
|
|
$
|
1,693
|
|
|
37
|
%
|
|
Supernatural chains
|
|
1,883
|
|
|
36
|
%
|
|
1,627
|
|
|
36
|
%
|
|
||
Conventional supermarkets
|
|
1,246
|
|
|
24
|
%
|
|
991
|
|
|
22
|
%
|
|
||
Other
|
|
260
|
|
|
5
|
%
|
|
219
|
|
|
5
|
%
|
|
||
Total
|
|
$
|
5,236
|
|
|
100
|
%
|
|
$
|
4,530
|
|
|
100
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1–3
Years
|
|
3–5
Years
|
|
Thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Inventory purchase commitments
|
$
|
26,478
|
|
|
$
|
26,478
|
|
|
|
|
|
|
|
|
|
|
|||
Notes payable (1)
|
130,594
|
|
|
—
|
|
|
—
|
|
|
130,594
|
|
|
|
|
|||||
Long-term debt (2)
|
34,110
|
|
|
1,019
|
|
|
2,194
|
|
|
2,391
|
|
|
28,506
|
|
|||||
Deferred compensation
|
12,287
|
|
|
1,163
|
|
|
2,640
|
|
|
2,227
|
|
|
6,257
|
|
|||||
Long-term non-capitalized leases
|
327,639
|
|
|
44,140
|
|
|
82,432
|
|
|
64,396
|
|
|
136,671
|
|
|||||
Total
|
$
|
531,108
|
|
|
$
|
72,800
|
|
|
$
|
87,266
|
|
|
$
|
199,608
|
|
|
$
|
171,434
|
|
United Natural Foods, Inc. and Subsidiaries:
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
August 3,
2013 |
|
July 28,
2012 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,111
|
|
|
$
|
16,122
|
|
Accounts receivable, net of allowance of $9,271 and $6,249, respectively
|
339,590
|
|
|
305,177
|
|
||
Inventories
|
702,161
|
|
|
578,555
|
|
||
Deferred income taxes
|
23,822
|
|
|
25,353
|
|
||
Prepaid expenses and other current assets
|
38,534
|
|
|
21,654
|
|
||
Total current assets
|
1,115,218
|
|
|
946,861
|
|
||
Property & equipment, net
|
338,594
|
|
|
278,455
|
|
||
Goodwill
|
201,874
|
|
|
193,741
|
|
||
Intangible assets, net of accumulated amortization of $14,214 and $10,809, respectively
|
49,540
|
|
|
52,496
|
|
||
Other long-term assets
|
24,682
|
|
|
22,393
|
|
||
Total assets
|
$
|
1,729,908
|
|
|
$
|
1,493,946
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
283,851
|
|
|
$
|
242,179
|
|
Accrued expenses and other current liabilities
|
113,397
|
|
|
91,632
|
|
||
Current portion of long-term debt
|
1,019
|
|
|
350
|
|
||
Total current liabilities
|
398,267
|
|
|
334,161
|
|
||
Notes payable
|
130,594
|
|
|
115,000
|
|
||
Deferred income taxes
|
41,474
|
|
|
36,260
|
|
||
Other long-term liabilities
|
27,336
|
|
|
29,174
|
|
||
Long-term debt, excluding current portion
|
33,091
|
|
|
635
|
|
||
Total liabilities
|
630,762
|
|
|
515,230
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
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; 49,330 issued and outstanding shares at August 3, 2013; 49,011 issued and outstanding shares at July 28, 2012
|
493
|
|
|
490
|
|
||
Additional paid-in capital
|
380,109
|
|
|
364,598
|
|
||
Unallocated shares of Employee Stock Ownership Plan
|
(39
|
)
|
|
(89
|
)
|
||
Accumulated other comprehensive (loss) income
|
(1,092
|
)
|
|
1,896
|
|
||
Retained earnings
|
719,675
|
|
|
611,821
|
|
||
Total stockholders' equity
|
1,099,146
|
|
|
978,716
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,729,908
|
|
|
$
|
1,493,946
|
|
|
Fiscal year ended
|
||||||||||
|
August 3, 2013
|
|
July 28, 2012
|
|
July 30, 2011
|
||||||
Net sales
|
$
|
6,064,355
|
|
|
$
|
5,236,021
|
|
|
$
|
4,530,015
|
|
Cost of sales
|
5,039,279
|
|
|
4,320,018
|
|
|
3,705,205
|
|
|||
Gross profit
|
1,025,076
|
|
|
916,003
|
|
|
824,810
|
|
|||
Operating expenses
|
837,953
|
|
|
755,744
|
|
|
688,859
|
|
|||
Restructuring and asset impairment expenses
|
1,629
|
|
|
5,101
|
|
|
6,270
|
|
|||
Total operating expenses
|
839,582
|
|
|
760,845
|
|
|
695,129
|
|
|||
Operating income
|
185,494
|
|
|
155,158
|
|
|
129,681
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
5,897
|
|
|
4,734
|
|
|
5,000
|
|
|||
Interest income
|
(632
|
)
|
|
(715
|
)
|
|
(1,226
|
)
|
|||
Other, net
|
6,113
|
|
|
356
|
|
|
(528
|
)
|
|||
Total other expense, net
|
11,378
|
|
|
4,375
|
|
|
3,246
|
|
|||
Income before income taxes
|
174,116
|
|
|
150,783
|
|
|
126,435
|
|
|||
Provision for income taxes
|
66,262
|
|
|
59,441
|
|
|
49,762
|
|
|||
Net income
|
$
|
107,854
|
|
|
$
|
91,342
|
|
|
$
|
76,673
|
|
Basic per share data:
|
|
|
|
|
|
||||||
Net income
|
$
|
2.19
|
|
|
$
|
1.87
|
|
|
$
|
1.62
|
|
Weighted average basic shares of common stock
|
49,217
|
|
|
48,766
|
|
|
47,459
|
|
|||
Diluted per share data:
|
|
|
|
|
|
||||||
Net income
|
$
|
2.18
|
|
|
$
|
1.86
|
|
|
$
|
1.60
|
|
Weighted average diluted shares of common stock
|
49,509
|
|
|
49,100
|
|
|
47,815
|
|
|
Fiscal year ended
|
||||||||||||||||||||||||||||
|
August 3, 2013
|
|
July 28, 2012
|
|
July 30, 2011
|
||||||||||||||||||||||||
|
Pre-tax
|
Tax
|
After-tax
|
|
Pre-tax
|
Tax
|
After-tax
|
|
Pre-tax
|
Tax
|
After-tax
|
||||||||||||||||||
|
Amount
|
(expense) benefit
|
Amount
|
|
Amount
|
(expense) benefit
|
Amount
|
|
Amount
|
(expense) benefit
|
Amount
|
||||||||||||||||||
Net income
|
|
|
$
|
107,854
|
|
|
|
|
$
|
91,342
|
|
|
|
|
$
|
76,673
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(2,988
|
)
|
$
|
—
|
|
$
|
(2,988
|
)
|
|
$
|
(3,729
|
)
|
$
|
—
|
|
$
|
(3,729
|
)
|
|
$
|
5,285
|
|
$
|
—
|
|
$
|
5,285
|
|
Change in fair value of swap agreements
|
—
|
|
—
|
|
—
|
|
|
1,259
|
|
(496
|
)
|
763
|
|
|
1,234
|
|
(502
|
)
|
732
|
|
|||||||||
Total other comprehensive income (loss)
|
$
|
(2,988
|
)
|
$
|
—
|
|
$
|
(2,988
|
)
|
|
$
|
(2,470
|
)
|
$
|
(496
|
)
|
$
|
(2,966
|
)
|
|
$
|
6,519
|
|
$
|
(502
|
)
|
$
|
6,017
|
|
Total comprehensive income
|
|
|
$
|
104,866
|
|
|
|
|
$
|
88,376
|
|
|
|
|
$
|
82,690
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid in
Capital
|
|
Unallocated
Shares of
ESOP
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balances at July 31, 2010
|
43,558
|
|
|
$
|
435
|
|
|
27
|
|
|
$
|
(708
|
)
|
|
$
|
188,727
|
|
|
$
|
(713
|
)
|
|
$
|
(1,155
|
)
|
|
$
|
443,861
|
|
|
$
|
630,447
|
|
Allocation of shares to ESOP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171
|
|
|
|
|
|
|
|
|
171
|
|
|||||||
Issuance of common stock pursuant to secondary offering, net of direct offering costs
|
4,428
|
|
|
44
|
|
|
|
|
|
|
|
|
138,257
|
|
|
|
|
|
|
|
|
|
|
|
138,301
|
|
|||||||
Stock option exercises and restricted stock vestings, net
|
534
|
|
|
6
|
|
|
|
|
|
|
|
|
7,348
|
|
|
|
|
|
|
|
|
|
|
|
7,354
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
9,159
|
|
|
|
|
|
|
|
|
9,159
|
|
||||||||||||||
Tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
1,545
|
|
|
|
|
|
|
|
|
|
|
|
1,545
|
|
|||||||
Fair value of swap agreement, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
732
|
|
|
|
|
|
732
|
|
||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,285
|
|
|
|
|
|
5,285
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,673
|
|
|
76,673
|
|
|||||||
Balances at July 30, 2011
|
48,520
|
|
|
$
|
485
|
|
|
27
|
|
|
$
|
(708
|
)
|
|
$
|
345,036
|
|
|
$
|
(542
|
)
|
|
$
|
4,862
|
|
|
$
|
520,534
|
|
|
$
|
869,667
|
|
Allocation of shares to ESOP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
453
|
|
|
|
|
|
|
|
|
453
|
|
|||||||
Stock option exercises and restricted stock vestings, net
|
491
|
|
|
5
|
|
|
(27
|
)
|
|
708
|
|
|
5,386
|
|
|
|
|
|
|
|
|
(55
|
)
|
|
6,044
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
11,372
|
|
|
|
|
|
|
|
|
|
|
|
11,372
|
|
|||||||
Tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
2,804
|
|
|
|
|
|
|
|
|
|
|
|
2,804
|
|
|||||||
Fair value of swap agreements, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
763
|
|
|
|
|
|
763
|
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,729
|
)
|
|
|
|
|
(3,729
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,342
|
|
|
91,342
|
|
|||||||
Balances at July 28, 2012
|
49,011
|
|
|
$
|
490
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
364,598
|
|
|
$
|
(89
|
)
|
|
$
|
1,896
|
|
|
$
|
611,821
|
|
|
$
|
978,716
|
|
Allocation of shares to ESOP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50
|
|
|
|
|
|
|
|
|
50
|
|
|||||||
Stock option exercises and restricted stock vestings, net
|
319
|
|
|
3
|
|
|
|
|
|
|
|
|
(1,545
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,542
|
)
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
15,104
|
|
|
|
|
|
|
|
|
|
|
|
15,104
|
|
|||||||
Tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
1,952
|
|
|
|
|
|
|
|
|
|
|
|
1,952
|
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,988
|
)
|
|
|
|
|
(2,988
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107,854
|
|
|
107,854
|
|
|||||||
Balances at August 3, 2013
|
49,330
|
|
|
$
|
493
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
380,109
|
|
|
$
|
(39
|
)
|
|
$
|
(1,092
|
)
|
|
$
|
719,675
|
|
|
$
|
1,099,146
|
|
|
Fiscal year ended
|
||||||||||
(In thousands)
|
August 3, 2013
|
|
July 28, 2012
|
|
July 30, 2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
107,854
|
|
|
$
|
91,342
|
|
|
$
|
76,673
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
42,398
|
|
|
39,560
|
|
|
35,296
|
|
|||
Deferred income tax expense (benefit)
|
6,780
|
|
|
(6,115
|
)
|
|
15,520
|
|
|||
Share-based compensation
|
15,104
|
|
|
11,372
|
|
|
9,159
|
|
|||
Excess tax benefit from share-based payment arrangements
|
(1,952
|
)
|
|
(2,804
|
)
|
|
(1,545
|
)
|
|||
Gain on disposals of property and equipment
|
(513
|
)
|
|
(313
|
)
|
|
(42
|
)
|
|||
Impairment on long-term assets
|
—
|
|
|
—
|
|
|
5,790
|
|
|||
Impairment of indefinite lived intangibles
|
1,629
|
|
|
—
|
|
|
200
|
|
|||
Unrealized (gain) loss on foreign exchange
|
(698
|
)
|
|
(468
|
)
|
|
318
|
|
|||
Provision for doubtful accounts
|
4,227
|
|
|
3,532
|
|
|
635
|
|
|||
Non-cash interest expense
|
651
|
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of acquired companies:
|
|
|
|
|
|
||||||
Accounts receivable
|
(37,295
|
)
|
|
(51,193
|
)
|
|
(39,791
|
)
|
|||
Inventories
|
(123,904
|
)
|
|
(62,822
|
)
|
|
(66,283
|
)
|
|||
Prepaid expenses and other assets
|
(17,702
|
)
|
|
15,050
|
|
|
(12,283
|
)
|
|||
Accounts payable
|
34,974
|
|
|
16,095
|
|
|
9,583
|
|
|||
Accrued expenses
|
12,778
|
|
|
13,008
|
|
|
16,614
|
|
|||
Net cash provided by operating activities
|
44,331
|
|
|
66,244
|
|
|
49,844
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(66,554
|
)
|
|
(31,492
|
)
|
|
(40,778
|
)
|
|||
Purchases of acquired businesses, net of cash acquired
|
(8,135
|
)
|
|
(3,297
|
)
|
|
(22,061
|
)
|
|||
Proceeds from disposals of property and equipment
|
2,368
|
|
|
332
|
|
|
96
|
|
|||
Net cash used in investing activities
|
(72,321
|
)
|
|
(34,457
|
)
|
|
(62,743
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net proceeds from common stock issuance
|
—
|
|
|
—
|
|
|
138,301
|
|
|||
Proceeds from borrowings under revolving credit line
|
610,046
|
|
|
1,021,517
|
|
|
957,662
|
|
|||
Repayments of borrowings under revolving credit line
|
(594,107
|
)
|
|
(1,021,517
|
)
|
|
(1,085,232
|
)
|
|||
Repayments of long-term debt
|
(353
|
)
|
|
(47,447
|
)
|
|
(5,033
|
)
|
|||
Increase in bank overdraft
|
6,347
|
|
|
8,673
|
|
|
1,739
|
|
|||
Proceeds from exercise of stock options
|
1,942
|
|
|
7,571
|
|
|
10,162
|
|
|||
Payment of employee restricted stock tax withholdings
|
(3,484
|
)
|
|
(1,526
|
)
|
|
(2,808
|
)
|
|||
Excess tax benefit from share-based payment arrangements
|
1,952
|
|
|
2,804
|
|
|
1,545
|
|
|||
Capitalized debt issuance costs
|
—
|
|
|
(2,905
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
22,343
|
|
|
(32,830
|
)
|
|
16,336
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
636
|
|
|
298
|
|
|
(372
|
)
|
|||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(5,011
|
)
|
|
(745
|
)
|
|
3,065
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of period
|
16,122
|
|
|
16,867
|
|
|
13,802
|
|
|||
Cash and cash equivalents at end of period
|
$
|
11,111
|
|
|
$
|
16,122
|
|
|
$
|
16,867
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Non-cash financing activity
|
$
|
32,826
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash investing activity
|
$
|
32,826
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
5,246
|
|
|
$
|
4,734
|
|
|
$
|
4,752
|
|
Cash paid for federal and state income taxes, net of refunds
|
$
|
64,367
|
|
|
$
|
52,666
|
|
|
$
|
42,018
|
|
1.
|
SIGNIFICANT ACCOUNTING POLICIES
|
(a)
|
Nature of Business
|
(b)
|
Basis of Presentation
|
(c)
|
Cash Equivalents
|
(d)
|
Inventories and Cost of Sales
|
(e)
|
Property and Equipment
|
|
Original
Estimated
Useful Lives
(Years)
|
|
2013
|
|
2012
|
||||
|
(In thousands, except years)
|
||||||||
Land
|
|
|
$
|
12,950
|
|
|
$
|
13,311
|
|
Buildings and improvements
|
20-40
|
|
192,837
|
|
|
160,940
|
|
||
Leasehold improvements
|
5-20
|
|
97,749
|
|
|
85,648
|
|
||
Warehouse equipment
|
3-30
|
|
117,999
|
|
|
104,310
|
|
||
Office equipment
|
3-10
|
|
74,003
|
|
|
68,674
|
|
||
Computer software
|
3-7
|
|
63,333
|
|
|
50,998
|
|
||
Motor vehicles
|
3-7
|
|
4,461
|
|
|
4,562
|
|
||
Construction in progress
|
|
|
23,298
|
|
|
12,072
|
|
||
|
|
|
586,630
|
|
|
500,515
|
|
||
Less accumulated depreciation and amortization
|
|
|
248,036
|
|
|
222,060
|
|
||
Net property and equipment
|
|
|
$
|
338,594
|
|
|
$
|
278,455
|
|
(f)
|
Income Taxes
|
(g)
|
Long-Lived Assets
|
(h)
|
Goodwill and Intangible Assets
|
Customer relationships
|
|
7-10 years
|
Trademarks and tradenames
|
|
4-10 years
|
|
Wholesale
|
|
Other
|
|
Total
|
||||||
Goodwill as of July 30, 2011
|
$
|
174,612
|
|
|
$
|
17,331
|
|
|
$
|
191,943
|
|
Goodwill adjustment for prior year business combinations
|
2,857
|
|
|
200
|
|
|
3,057
|
|
|||
Change in foreign exchange rates
|
(1,259
|
)
|
|
—
|
|
|
(1,259
|
)
|
|||
Goodwill as of July 28, 2012
|
$
|
176,210
|
|
|
$
|
17,531
|
|
|
$
|
193,741
|
|
Goodwill from current year business combinations
|
8,979
|
|
|
—
|
|
|
8,979
|
|
|||
Contingent consideration for prior year business combinations
|
—
|
|
|
200
|
|
|
200
|
|
|||
Change in foreign exchange rates
|
(1,046
|
)
|
|
—
|
|
|
(1,046
|
)
|
|||
Goodwill as of August 3, 2013
|
$
|
184,143
|
|
|
$
|
17,731
|
|
|
$
|
201,874
|
|
|
August 3, 2013
|
|
July 28, 2012
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
34,704
|
|
|
$
|
14,136
|
|
|
$
|
20,568
|
|
|
$
|
32,120
|
|
|
$
|
10,286
|
|
|
$
|
21,834
|
|
Trademarks and tradenames
|
771
|
|
|
78
|
|
|
693
|
|
|
3,030
|
|
|
523
|
|
|
2,507
|
|
||||||
Total amortizing intangible assets
|
35,475
|
|
|
14,214
|
|
|
21,261
|
|
|
35,150
|
|
|
10,809
|
|
|
24,341
|
|
||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and tradenames
|
28,279
|
|
|
—
|
|
|
28,279
|
|
|
28,155
|
|
|
—
|
|
|
28,155
|
|
||||||
Total
|
$
|
63,754
|
|
|
$
|
14,214
|
|
|
$
|
49,540
|
|
|
$
|
63,305
|
|
|
$
|
10,809
|
|
|
$
|
52,496
|
|
Fiscal Year:
|
(In thousands)
|
||
2014
|
$
|
3,973
|
|
2015
|
3,973
|
|
|
2016
|
2,941
|
|
|
2017
|
2,632
|
|
|
2018
|
2,175
|
|
|
2019 and thereafter
|
5,567
|
|
|
|
$
|
21,261
|
|
(i)
|
Revenue Recognition and Concentration of Credit Risk
|
(j)
|
Fair Value of Financial Instruments
|
|
August 3, 2013
|
|
July 28, 2012
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
11,111
|
|
|
$
|
11,111
|
|
|
$
|
16,122
|
|
|
$
|
16,122
|
|
Accounts receivable
|
339,590
|
|
|
339,590
|
|
|
305,177
|
|
|
305,177
|
|
||||
Notes receivable
|
3,315
|
|
|
3,315
|
|
|
3,703
|
|
|
3,703
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
283,851
|
|
|
283,851
|
|
|
242,179
|
|
|
242,179
|
|
||||
Notes payable
|
130,594
|
|
|
130,594
|
|
|
115,000
|
|
|
115,000
|
|
||||
Long-term debt, including current portion
|
34,110
|
|
|
36,230
|
|
|
985
|
|
|
988
|
|
(k)
|
Use of Estimates
|
(l)
|
Notes Receivable, Trade
|
(m)
|
Share-Based Compensation
|
(n)
|
Earnings Per Share
|
|
Fiscal year ended
|
|||||||
|
August 3,
2013 |
|
July 28,
2012 |
|
July 30,
2011 |
|||
|
(In thousands)
|
|||||||
Basic weighted average shares outstanding
|
49,217
|
|
|
48,766
|
|
|
47,459
|
|
Net effect of dilutive common stock equivalents based upon the treasury stock method
|
292
|
|
|
334
|
|
|
356
|
|
Diluted weighted average shares outstanding
|
49,509
|
|
|
49,100
|
|
|
47,815
|
|
Potential anti-dilutive share-based payment awards excluded from the computation above
|
121
|
|
|
88
|
|
|
99
|
|
(o)
|
Comprehensive Income (Loss)
|
(p)
|
Derivative Financial Instruments
|
(q)
|
Shipping and Handling Fees and Costs
|
(r)
|
Reserves for Self-Insurance
|
(s)
|
Operating Lease Expenses
|
(t)
|
Recently Issued Accounting Pronouncements
|
2.
|
ACQUISITIONS
|
3.
|
EQUITY PLANS
|
|
Fiscal year ended
|
|||||||
|
August 3,
2013 |
|
July 28,
2012 |
|
July 30,
2011 |
|||
Expected volatility
|
29.8
|
%
|
|
39.3
|
%
|
|
44.7
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk free interest rate
|
0.3
|
%
|
|
0.4
|
%
|
|
0.9
|
%
|
Expected term (in years)
|
3.0
|
|
|
3.0
|
|
|
3.0
|
|
Exercise Price Range
|
|
Number of
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Number of
Shares
Exercisable
|
|
Weighted
Average
Exercise Price
|
||||||
$12.00 - $24.00
|
|
3,500
|
|
|
$
|
15.37
|
|
|
3.3
|
|
3,500
|
|
|
$
|
15.37
|
|
$24.01 - $34.00
|
|
234,212
|
|
|
$
|
28.04
|
|
|
5.2
|
|
178,739
|
|
|
$
|
27.48
|
|
$34.01 - $44.00
|
|
133,265
|
|
|
$
|
37.44
|
|
|
6.4
|
|
69,243
|
|
|
$
|
37.06
|
|
$44.01 - $60.00
|
|
103,260
|
|
|
$
|
58.62
|
|
|
9.1
|
|
1,773
|
|
|
$
|
46.77
|
|
|
|
474,237
|
|
|
$
|
37.25
|
|
|
6.4
|
|
253,255
|
|
|
$
|
30.07
|
|
|
Number
of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at beginning of year
|
440,832
|
|
|
$
|
31.24
|
|
|
|
|
|
|
|
Granted
|
101,600
|
|
|
$
|
58.93
|
|
|
|
|
|
|
|
Exercised
|
(62,683
|
)
|
|
$
|
30.82
|
|
|
|
|
|
|
|
Forfeited
|
(2,500
|
)
|
|
$
|
17.71
|
|
|
|
|
|
|
|
Cancelled
|
(3,012
|
)
|
|
$
|
28.28
|
|
|
|
|
|
|
|
Outstanding at end of year
|
474,237
|
|
|
$
|
37.25
|
|
|
6.4 years
|
|
$
|
10,937,491
|
|
Exercisable at end of year
|
253,255
|
|
|
$
|
30.07
|
|
|
4.8 years
|
|
$
|
7,659,585
|
|
|
Number
of Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
Outstanding at July 28, 2012
|
743,991
|
|
|
$
|
34.59
|
|
Granted
|
340,333
|
|
|
$
|
57.84
|
|
Vested
|
(331,576
|
)
|
|
$
|
37.51
|
|
Forfeited
|
(87,478
|
)
|
|
$
|
42.40
|
|
Outstanding at August 3, 2013
|
665,270
|
|
|
$
|
44.00
|
|
4.
|
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTES RECEIVABLE
|
|
Fiscal year ended
|
||||||||||
|
August 3,
2013 |
|
July 28,
2012 |
|
July 30,
2011 |
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
6,956
|
|
|
$
|
5,854
|
|
|
$
|
7,692
|
|
Additions charged to costs and expenses
|
4,227
|
|
|
3,532
|
|
|
635
|
|
|||
Deductions
|
(1,157
|
)
|
|
(2,430
|
)
|
|
(2,473
|
)
|
|||
Balance at end of year
|
$
|
10,026
|
|
|
$
|
6,956
|
|
|
$
|
5,854
|
|
5.
|
RESTRUCTURING ACTIVITIES
|
6.
|
NOTES PAYABLE
|
|
August 3,
2013 |
|
July 28,
2012 |
||||
|
(In thousands)
|
||||||
Financing obligation, due monthly, and maturing in October 2028 at an effective interest rate of 7.32%
|
$
|
33,477
|
|
|
$
|
—
|
|
Real estate and equipment term loans payable to bank, secured by building and other assets, due monthly and maturing in June 2015, at an interest rate of 8.60%
|
409
|
|
|
598
|
|
||
Term loan for employee stock ownership plan, secured by common stock of the Company, due monthly and maturing in May 2015, at an interest rate of 1.33%
|
224
|
|
|
387
|
|
||
|
$
|
34,110
|
|
|
$
|
985
|
|
Less: current installments
|
1,019
|
|
|
350
|
|
||
Long-term debt, excluding current installments
|
$
|
33,091
|
|
|
$
|
635
|
|
Year
|
|
(In thousands)
|
||
2014
|
|
$
|
1,019
|
|
2015
|
|
1,194
|
|
|
2016
|
|
1,000
|
|
|
2017
|
|
1,141
|
|
|
2018
|
|
1,250
|
|
|
2019 and thereafter
|
|
28,506
|
|
|
|
|
$
|
34,110
|
|
8.
|
FAIR VALUE MEASUREMENTS
|
•
|
Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.
|
•
|
Level 3 Inputs—One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation.
|
|
August 3, 2013
|
|
July 28, 2012
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Long term debt, including current portion
|
$
|
34,110
|
|
|
$
|
36,230
|
|
|
$
|
985
|
|
|
$
|
988
|
|
|
Fair Value at August 3, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Losses
|
||||||||
|
(In thousands)
|
||||||||||||||
Description
|
|
|
|
|
|
|
|
||||||||
Fair value of intangible assets subject to write-down
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,629
|
|
9.
|
TREASURY STOCK
|
10.
|
SECONDARY COMMON STOCK OFFERING
|
11.
|
COMMITMENTS AND CONTINGENCIES
|
Fiscal Year
|
|
(In thousands)
|
||
2014
|
|
$
|
44,140
|
|
2015
|
|
42,653
|
|
|
2016
|
|
39,779
|
|
|
2017
|
|
35,461
|
|
|
2018
|
|
28,935
|
|
|
2019 and thereafter
|
|
136,671
|
|
|
|
|
$
|
327,639
|
|
12.
|
RETIREMENT PLANS
|
Fiscal Year
|
|
(In thousands)
|
||
2014
|
|
$
|
1,163
|
|
2015
|
|
1,324
|
|
|
2016
|
|
1,316
|
|
|
2017
|
|
1,204
|
|
|
2018
|
|
1,023
|
|
|
2019 and thereafter
|
|
6,257
|
|
|
|
|
$
|
12,287
|
|
13.
|
EMPLOYEE STOCK OWNERSHIP PLAN
|
|
August 3,
2013 |
|
July 28,
2012 |
||
|
(In thousands)
|
||||
Total ESOP shares—beginning of year
|
2,053
|
|
|
2,199
|
|
Shares distributed to employees
|
(220
|
)
|
|
(146
|
)
|
Total ESOP shares—end of year
|
1,833
|
|
|
2,053
|
|
Allocated shares
|
1,777
|
|
|
1,955
|
|
Unreleased shares
|
56
|
|
|
98
|
|
Total ESOP shares
|
1,833
|
|
|
2,053
|
|
14.
|
INCOME TAXES
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Fiscal year ended August 3, 2013
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
44,095
|
|
|
$
|
7,029
|
|
|
$
|
51,124
|
|
State & Local
|
13,366
|
|
|
(364
|
)
|
|
$
|
13,002
|
|
||
Foreign
|
2,021
|
|
|
115
|
|
|
$
|
2,136
|
|
||
|
$
|
59,482
|
|
|
$
|
6,780
|
|
|
$
|
66,262
|
|
Fiscal year ended July 28, 2012
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
55,083
|
|
|
$
|
(7,506
|
)
|
|
$
|
47,577
|
|
State & Local
|
9,002
|
|
|
462
|
|
|
9,464
|
|
|||
Foreign
|
1,471
|
|
|
929
|
|
|
2,400
|
|
|||
|
$
|
65,556
|
|
|
$
|
(6,115
|
)
|
|
$
|
59,441
|
|
Fiscal year ended July 30, 2011
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
24,971
|
|
|
$
|
14,273
|
|
|
$
|
39,244
|
|
State & Local
|
7,091
|
|
|
1,207
|
|
|
8,298
|
|
|||
Foreign
|
2,180
|
|
|
40
|
|
|
2,220
|
|
|||
|
$
|
34,242
|
|
|
$
|
15,520
|
|
|
$
|
49,762
|
|
|
Fiscal year ended
|
||||||||||
|
August 3,
2013 |
|
July 28,
2012 |
|
July 30,
2011 |
||||||
|
(In thousands)
|
||||||||||
Computed "expected" tax expense
|
$
|
60,940
|
|
|
$
|
52,774
|
|
|
$
|
44,252
|
|
State and local income tax, net of Federal income tax benefit
|
7,501
|
|
|
6,152
|
|
|
5,394
|
|
|||
Non-deductible expenses
|
1,516
|
|
|
1,260
|
|
|
1,111
|
|
|||
Tax effect of share-based compensation
|
134
|
|
|
(140
|
)
|
|
(440
|
)
|
|||
General business credits
|
(1,374
|
)
|
|
(231
|
)
|
|
(1,021
|
)
|
|||
Other, net
|
(2,455
|
)
|
|
(374
|
)
|
|
466
|
|
|||
Total income tax expense
|
$
|
66,262
|
|
|
$
|
59,441
|
|
|
$
|
49,762
|
|
|
August 3,
2013 |
|
July 28,
2012 |
|
July 30,
2011 |
||||||
|
(In thousands)
|
||||||||||
Income tax expense
|
$
|
66,262
|
|
|
$
|
59,441
|
|
|
$
|
49,762
|
|
Stockholders' equity, difference between compensation expense for tax purposes and amounts recognized for financial statement purposes
|
(1,952
|
)
|
|
(2,804
|
)
|
|
(1,545
|
)
|
|||
Other comprehensive income
|
—
|
|
|
495
|
|
|
502
|
|
|||
|
$
|
64,310
|
|
|
$
|
57,132
|
|
|
$
|
48,719
|
|
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventories, principally due to additional costs inventoried for tax purposes
|
$
|
6,906
|
|
|
$
|
6,431
|
|
Compensation and benefits related
|
21,224
|
|
|
18,471
|
|
||
Accounts receivable, principally due to allowances for uncollectible accounts
|
3,861
|
|
|
2,817
|
|
||
Accrued expenses
|
8,914
|
|
|
8,294
|
|
||
Net operating loss carryforwards
|
2,374
|
|
|
2,778
|
|
||
Other deferred tax assets
|
179
|
|
|
221
|
|
||
Total gross deferred tax assets
|
43,458
|
|
|
39,012
|
|
||
Less valuation allowance
|
819
|
|
|
990
|
|
||
Net deferred tax assets
|
$
|
42,639
|
|
|
$
|
38,022
|
|
Deferred tax liabilities:
|
|
|
|
||||
Plant and equipment, principally due to differences in depreciation
|
$
|
34,222
|
|
|
$
|
23,828
|
|
Intangible assets
|
25,766
|
|
|
24,825
|
|
||
Other
|
303
|
|
|
276
|
|
||
Total deferred tax liabilities
|
60,291
|
|
|
48,929
|
|
||
Net deferred tax liabilities
|
$
|
(17,652
|
)
|
|
$
|
(10,907
|
)
|
Current deferred income tax assets
|
$
|
23,822
|
|
|
$
|
25,353
|
|
Non-current deferred income tax liabilities
|
(41,474
|
)
|
|
(36,260
|
)
|
||
|
$
|
(17,652
|
)
|
|
$
|
(10,907
|
)
|
15.
|
BUSINESS SEGMENTS
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated
Expenses
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Fiscal year ended August 3, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,997,235
|
|
|
$
|
186,505
|
|
|
$
|
(119,385
|
)
|
|
|
|
|
$
|
6,064,355
|
|
|
Operating income (loss)
|
225,895
|
|
|
(38,836
|
)
|
|
(1,565
|
)
|
|
|
|
|
185,494
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
$
|
5,897
|
|
|
5,897
|
|
||||
Interest income
|
|
|
|
|
|
|
|
|
|
(632
|
)
|
|
(632
|
)
|
|||||
Other, net
|
|
|
|
|
|
|
|
|
|
6,113
|
|
|
6,113
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
174,116
|
|
|||||
Depreciation and amortization
|
40,148
|
|
|
2,250
|
|
|
|
|
|
|
|
|
42,398
|
|
|||||
Capital expenditures
|
64,969
|
|
|
1,585
|
|
|
|
|
|
|
|
|
66,554
|
|
|||||
Goodwill
|
184,143
|
|
|
17,731
|
|
|
|
|
|
|
|
|
201,874
|
|
|||||
Total assets
|
1,596,131
|
|
|
145,770
|
|
|
(11,993
|
)
|
|
|
|
|
1,729,908
|
|
|||||
Fiscal year ended July 28, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,175,445
|
|
|
$
|
163,278
|
|
|
$
|
(102,702
|
)
|
|
|
|
|
$
|
5,236,021
|
|
|
Operating income (loss)
|
190,787
|
|
|
(34,461
|
)
|
|
(1,168
|
)
|
|
|
|
|
155,158
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
$
|
4,734
|
|
|
4,734
|
|
||||
Interest income
|
|
|
|
|
|
|
|
|
|
(715
|
)
|
|
(715
|
)
|
|||||
Other, net
|
|
|
|
|
|
|
|
|
|
356
|
|
|
356
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
150,783
|
|
|||||
Depreciation and amortization
|
36,333
|
|
|
3,227
|
|
|
|
|
|
|
|
|
39,560
|
|
|||||
Capital expenditures
|
29,824
|
|
|
1,668
|
|
|
|
|
|
|
|
|
31,492
|
|
|||||
Goodwill
|
176,210
|
|
|
17,531
|
|
|
|
|
|
|
|
|
193,741
|
|
|||||
Total assets
|
1,357,988
|
|
|
144,637
|
|
|
(8,679
|
)
|
|
|
|
|
1,493,946
|
|
|||||
Fiscal year ended July 30, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,472,694
|
|
|
$
|
162,731
|
|
|
$
|
(105,410
|
)
|
|
|
|
|
$
|
4,530,015
|
|
|
Operating income (loss)
|
161,952
|
|
|
(31,305
|
)
|
|
(966
|
)
|
|
|
|
|
129,681
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
$
|
5,000
|
|
|
5,000
|
|
||||
Interest income
|
|
|
|
|
|
|
|
|
|
(1,226
|
)
|
|
(1,226
|
)
|
|||||
Other, net
|
|
|
|
|
|
|
|
|
|
(528
|
)
|
|
(528
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
126,435
|
|
|||||
Depreciation and amortization
|
33,520
|
|
|
1,776
|
|
|
|
|
|
|
|
|
35,296
|
|
|||||
Capital expenditures
|
38,035
|
|
|
2,743
|
|
|
|
|
|
|
|
|
40,778
|
|
|||||
Goodwill
|
174,612
|
|
|
17,331
|
|
|
|
|
|
|
|
|
191,943
|
|
|||||
Total assets
|
1,258,783
|
|
|
150,151
|
|
|
(7,946
|
)
|
|
|
|
|
1,400,988
|
|
16.
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
|
||||||||||
|
(In thousands except per share data)
|
|
||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,410,037
|
|
|
$
|
1,445,703
|
|
|
$
|
1,566,217
|
|
|
$
|
1,642,398
|
|
|
$
|
6,064,355
|
|
|
Gross profit
|
235,953
|
|
|
241,673
|
|
|
262,997
|
|
|
284,453
|
|
|
1,025,076
|
|
|
|||||
Income before income taxes
|
30,980
|
|
|
37,574
|
|
|
52,278
|
|
|
53,284
|
|
|
174,116
|
|
|
|||||
Net income
|
21,536
|
|
|
22,620
|
|
|
31,621
|
|
|
32,077
|
|
|
107,854
|
|
|
|||||
Per common share income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
$
|
0.44
|
|
|
$
|
0.46
|
|
|
$
|
0.64
|
|
|
$
|
0.65
|
|
|
$
|
2.19
|
|
|
Diluted:
|
$
|
0.43
|
|
|
$
|
0.46
|
|
|
$
|
0.64
|
|
|
$
|
0.65
|
|
|
$
|
2.18
|
|
|
Weighted average basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
49,142
|
|
|
49,289
|
|
|
49,303
|
|
|
49,320
|
|
|
49,217
|
|
|
|||||
Weighted average diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
49,585
|
|
|
49,582
|
|
|
49,567
|
|
|
49,646
|
|
|
49,509
|
|
|
|||||
Market Price
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
61.26
|
|
|
$
|
56.01
|
|
|
$
|
56.45
|
|
|
$
|
60.42
|
|
|
$
|
61.26
|
|
|
Low
|
$
|
52.72
|
|
|
$
|
50.25
|
|
|
$
|
47.20
|
|
|
$
|
47.67
|
|
|
$
|
47.20
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
|
||||||||||
|
(In thousands except per share data)
|
|
||||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,217,428
|
|
|
$
|
1,286,910
|
|
|
$
|
1,388,023
|
|
|
$
|
1,343,660
|
|
|
$
|
5,236,021
|
|
|
Gross profit
|
217,113
|
|
|
223,147
|
|
|
244,531
|
|
|
231,212
|
|
|
916,003
|
|
|
|||||
Income before income taxes
|
25,011
|
|
|
36,323
|
|
|
47,908
|
|
|
41,541
|
|
|
150,783
|
|
|
|||||
Net income
|
15,157
|
|
|
22,011
|
|
|
29,032
|
|
|
25,142
|
|
|
91,342
|
|
|
|||||
Per common share income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
$
|
0.31
|
|
|
$
|
0.45
|
|
|
$
|
0.59
|
|
|
$
|
0.51
|
|
|
$
|
1.87
|
|
*
|
Diluted:
|
$
|
0.31
|
|
|
$
|
0.45
|
|
|
$
|
0.59
|
|
|
$
|
0.51
|
|
|
$
|
1.86
|
|
|
Weighted average basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
48,594
|
|
|
48,774
|
|
|
48,848
|
|
|
48,951
|
|
|
48,766
|
|
|
|||||
Weighted average diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
48,889
|
|
|
49,019
|
|
|
49,207
|
|
|
49,368
|
|
|
49,100
|
|
|
|||||
Market Price
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
42.53
|
|
|
$
|
44.68
|
|
|
$
|
50.37
|
|
|
$
|
55.86
|
|
|
$
|
55.86
|
|
|
Low
|
$
|
35.07
|
|
|
$
|
32.83
|
|
|
$
|
43.81
|
|
|
$
|
47.98
|
|
|
$
|
32.83
|
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the second column)
|
|
|||||||
Plans approved by stockholders
|
|
1,156,806
|
|
(1
|
)
|
$
|
37.25
|
|
(1
|
)
|
1,552,006
|
|
(2
|
)
|
Plans not approved by stockholders
|
|
129,627
|
|
(3
|
)
|
—
|
|
(3
|
)
|
—
|
|
|
||
Total
|
|
1,286,433
|
|
|
$
|
37.25
|
|
|
1,552,006
|
|
|
(1)
|
Includes
620,816
restricted stock units under the 2004 Equity Incentive Plan (the "2004 Plan"),
61,753
performance-based restricted stock units outstanding under the 2004 Plan,
116,794
stock options under the 2004 Plan,
338,143
stock options under the 2002 Stock Incentive Plan (the "2002 Plan") and
19,300
stock options under the 1996 Stock Option Plan (the "1996 Plan"). Restricted stock units and performance stock units do not have an exercise price because their value is dependent upon continued employment over a period of time or the achievement of certain performance goals, and are to be settled for shares of common stock. Accordingly, they have been disregarded for purposes of computing the weighted-average exercise price.
|
(2)
|
Of these shares,
302,006
shares were available for issuance under the 2004 Plan and
1,250,000
shares were available for issuance under the 2012 Plan. The 2004 Plan and 2012 Plan authorize grants in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units or a combination thereof. The number of shares remaining available for future issuances assumes that, with respect to outstanding performance-based restricted stock units, the vesting criteria will be achieved at the target level.
|
(3)
|
Consists of
129,627
phantom stock units outstanding under the United Natural Foods Inc. Deferred Compensation Plan. Phantom stock units do not have an exercise price because the units may be settled only for shares of common stock on a one-for-one basis at a future date as outlined in the plan.
|
(a)
|
Documents filed as a part of this Annual Report on Form 10-K.
|
|
|
UNITED NATURAL FOODS, INC.
|
|
|
/s/ MARK E. SHAMBER
|
|
|
Mark E. Shamber
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
|
|
Dated: October 1, 2013
|
Name
|
|
Title
|
|
Date
|
/s/ STEVEN L. SPINNER
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
October 1, 2013
|
Steven L. Spinner
|
|
|
|
|
/s/ MICHAEL S. FUNK
|
|
Chair of the Board
|
|
October 1, 2013
|
Michael S. Funk
|
|
|
|
|
/s/ MARK E. SHAMBER
|
|
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
October 1, 2013
|
Mark E. Shamber
|
|
|
|
|
/s/ GORDON D. BARKER
|
|
Director
|
|
October 1, 2013
|
Gordon D. Barker
|
|
|
|
|
/s/ MARY ELIZABETH BURTON
|
|
Director
|
|
October 1, 2013
|
Mary Elizabeth Burton
|
|
|
|
|
/s/ DENISE M. CLARK
|
|
Director
|
|
October 1, 2013
|
Denise M. Clark
|
|
|
|
|
/s/ GAIL A. GRAHAM
|
|
Director
|
|
October 1, 2013
|
Gail A. Graham
|
|
|
|
|
/s/ JAMES P. HEFFERNAN
|
|
Director
|
|
October 1, 2013
|
James P. Heffernan
|
|
|
|
|
/s/ PETER ROY
|
|
Director
|
|
October 1, 2013
|
Peter Roy
|
|
|
|
|
/s/ RICHARD J. SCHNIEDERS
|
|
Director
|
|
October 1, 2013
|
Richard J. Schnieders
|
|
|
|
Exhibit No.
|
|
Description
|
2.1
|
|
Asset Purchase Agreement, dated May 10, 2010, by and among UNFI Canada, Inc., a subsidiary of the Registrant, with SunOpta Inc. and its wholly owned subsidiary, Drive Organics Corp. (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on May 11, 2010 (File No. 1-15723)). (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits have been omitted from this filing.)
|
2.2
|
|
Amendment No 1., dated June 4, 2010, to the Asset Purchase Agreement dated May 10, 2010, by and among UNFI Canada, Inc., a subsidiary of the Registrant, with SunOpta Inc. and its wholly owned subsidiary, Drive Organics Corp. (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on June 10, 2010 (File No. 1-15723)).
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 31, 2005 (File No. 1-15723)).
|
3.2
|
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 31, 2005 (File No. 1-15723)).
|
3.3
|
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 28, 2006 (File No. 1-15723)).
|
3.4
|
|
Amended and Restated Bylaws of the Registrant, as amended on September 13, 2007 (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on September 19, 2007 (File No. 1-15723)).
|
4.1
|
|
Specimen Certificate for shares of Common Stock, $0.01 par value, of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended August 1, 2009 (File No. 1-15723)).
|
10.1**
|
|
Amended and Restated Employee Stock Ownership Plan, effective March 1, 2004 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2004 (File No. 1-15723)).
|
10.2* **
|
|
Amendments No. 1 through 8 to Amended and Restated Employee Stock Ownership Plan.
|
10.3
|
|
Employee Stock Ownership Trust Loan Agreement among Norman Cloutier, Steven Townsend, Daniel Atwood, Theodore Cloutier and the Employee Stock Ownership Plan and Trust, dated November 1, 1988 (incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-11349)).
|
10.4
|
|
Stock Pledge Agreement between the Employee Stock Ownership Trust and Steven Townsend, Trustee for Norman Cloutier, Steven Townsend, Daniel Atwood and Theodore Cloutier, dated November 1, 1988 (incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-11349)).
|
10.5
|
|
Trust Agreement among Norman Cloutier, Steven Townsend, Daniel Atwood, Theodore Cloutier and Steven Townsend as Trustee, dated November 1, 1988 (incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-11349)).
|
10.6
|
|
Guaranty Agreement between the Registrant and Steven Townsend as Trustee for Norman Cloutier, Steven Townsend, Daniel Atwood and Theodore Cloutier, dated November 1, 1988 (incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-11349)).
|
10.7**
|
|
Amended and Restated 1996 Stock Option Plan (incorporated by reference to the Registrant's Definitive Proxy Statement for the year ended July 31, 2000 (File No. 1-15723)).
|
10.8**
|
|
Amendment No. 1 to Amended and Restated 1996 Stock Option Plan (incorporated by reference to the Registrant's Definitive Proxy Statement for the year ended July 31, 2000 (File No. 1-15723)).
|
10.9**
|
|
Amendment No. 2 to Amended and Restated 1996 Stock Option Plan (incorporated by reference to the Registrant's Definitive Proxy Statement for the year ended July 31, 2000 (File No. 1-15723)).
|
10.10**
|
|
2002 Stock Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2003 (File No. 1-15723)).
|
10.11**
|
|
United Natural Foods, Inc. Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on December 21, 2010 (File No. 1-15723)).
|
10.12**
|
|
Form of Restricted Stock Agreement, pursuant to the 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Registration Statement on Form S-8 POS (File No. 333-123462)).
|
Exhibit No.
|
|
Description
|
10.13**
|
|
Form of Restricted Unit Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.14**
|
|
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.15**
|
|
Form of Performance Share Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on March 18, 2011 (File No. 1-15723)).
|
10.16**
|
|
Form of Performance Share Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 30, 2011 (File No. 1-15723)).
|
10.17**
|
|
Form of Performance Unit Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 30, 2011 (File No. 1-15723)).
|
10.18**
|
|
Form of Restricted Stock Unit Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.19**
|
|
Form of Restricted Stock Unit Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Director) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.20**
|
|
Form of Non-Statutory Stock Option Award Agreement, pursuant to the 2002 Stock Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.21**
|
|
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Director) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.22**
|
|
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.23**
|
|
United Natural Foods, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 18, 2012 (File No. 1-15723)) (the “2012 Equity Plan”).
|
10.24**
|
|
Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Employee, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013 (File No. 1-15723)).
|
10.25**
|
|
Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Director, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013 (File No. 1-15723)).
|
10.26**
|
|
Form of Terms and Conditions of Grant of Restricted Share Units to Employee, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013) (File No. 1-15723)).
|
10.27**
|
|
Form of Terms and Conditions of Grant of Restricted Share Units to Director, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013) (File No. 1-15723)).
|
10.28**
|
|
Form of Performance-Based Vesting Restricted Share Unit Award Agreement, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013) (File No. 1-15723)).
|
10.29**
|
|
Form of Performance-Based Vesting Restricted Share Award Agreement, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013) (File No. 1-15723)).
|
10.30**
|
|
Fiscal 2013 Senior Management Cash Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
Exhibit No.
|
|
Description
|
10.31* **
|
|
Fiscal 2014 Senior Management Cash Incentive Plan.
|
10.32**
|
|
United Natural Foods, Inc. Deferred Compensation Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 30, 2011 (File No. 1-15723)).
|
10.33**
|
|
United Natural Foods, Inc. Deferred Stock Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 30, 2011(File No. 1-15723)).
|
10.34**
|
|
Offer Letter between Steven L. Spinner, President and CEO, and the Registrant, dated August 27, 2008 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 1, 2008(File No. 1-15723)).
|
10.35**
|
|
Amendment to Offer Letter between Steven L. Spinner, President and CEO, and the Registrant, dated August 27, 2008 to include application of Incentive Compensation Recoupment Policy of UNFI (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2009 (File No. 1-15723)).
|
10.36**
|
|
Severance Agreement between Steven L. Spinner, President and CEO, and the Registrant, effective as of September 16, 2008 (included within Exhibit 10.26, which is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 1, 2008 (File No. 1-15723)).
|
10.37**
|
|
Form Indemnification Agreement for Directors and Officers (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 2, 2009 (File No. 1-15723)).
|
10.38*
|
|
Form of Modification of Indemnification Agreement.
|
10.39*
|
|
Revised Form Indemnification Agreement for Directors and Officers.
|
10.40**
|
|
Form of Change in Control Agreement between the Registrant and each of Mark Shamber and Joseph J. Traficanti (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.41**
|
|
Form of Change in Control Agreement between the Registrant and each of Eric Dorne, Thomas Dziki, Sean Griffin, Thomas Grillea, David Matthews, Craig Smith, Christopher Testa and Donald McIntyre (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.42**
|
|
Severance Agreement between the Registrant and each of Eric Dorne, Michael Funk, Thomas Dziki, Sean Griffin, Thomas Grillea, David Matthews, Craig Smith, Christopher Testa, Donald McIntyre, Mark Shamber and Joseph J. Traficanti (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on April 7, 2008 (File No. 1-15723)).
|
10.43
|
|
Real Estate Term Notes between the Registrant and City National Bank, dated April 28, 2000 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2000 (File No. 1-15723)).
|
10.44+
|
|
Distribution Agreement between the Registrant and Whole Foods Market Distribution, Inc., effective September 26, 2006 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 28, 2006 (File No. 1-15723)).
|
10.45+
|
|
Amendment to Distribution Agreement between the Registrant and Whole Foods Market Distribution, Inc., effective June 2, 2010 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.46+
|
|
Amendment to Distribution Agreement between the Registrant and Whole Foods Distribution effective October 11, 2010 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 30, 2010 (File No. 1-15723)).
|
10.47
|
|
Second Amended and Restated Loan and Security Agreement dated May 24, 2012, by and among United Natural Foods, Inc., United Natural Foods West, Inc., United Natural Trading Co. and UNFI Canada, Inc. as Borrowers, the Lenders party thereto, Bank of America, N.A. as Administrative Agent for the Lenders, Bank of America, N.A. (acting through its Canada branch), as Canadian Agent for the Lenders and the other parties thereto (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on May 31, 2012 (File No. 1-15723)).
|
21*
|
|
Subsidiaries of the Registrant.
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1*
|
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
101*
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The following materials from the United Natural Foods, Inc.'s Annual Report on Form 10-K for the fiscal year ended August 3, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
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UNITED NATURAL FOODS, INC.
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By:
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/s/ Rick D. Puckett
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Authorized Officer
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United Natural Foods, Inc.
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By:
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/s/ Mark E. Shamber
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UNITED NATURAL FOODS, INC.
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By:
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/s/ Mark E. Shamber
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Authorized Officer
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Participant's
Years of Service
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Vested Percentage
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Fewer than 2 years
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—%
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2 years
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25%
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3 years
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50%
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4 years
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75%
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5 years
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100%
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(a)
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Initial Claim and Determination
. Claims for benefits under the Plan shall be made in writing to the Plan Administrator or its duly authorized delegate. If the Plan Administrator or such delegate wholly or partially denies a claim for benefits, the Plan Administrator or, if applicable, its delegate, shall, within a reasonable period of time, but no later than ninety (90) days after receipt of the claim, notify the claimant in writing or electronically of the adverse benefit determination. Notice of an adverse benefit determination shall be written in a manner calculated to be understood by the claimant and shall contain:
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(1)
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the specific reason or reasons for the adverse benefit determination,
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(2)
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a specific reference to the pertinent Plan provisions upon which the adverse benefit determination is based,
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(3)
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a description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary, and
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(4)
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an explanation of the Plan's review procedure and the time limits applicable to such procedure, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal.
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(b)
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Appeal of Initial Determination
. Within sixty (60) days after the claimant receives written or electronic notice of an adverse benefit determination, or the date the claim is deemed denied pursuant to paragraph (a) above, or such later time as shall be deemed reasonable in the sole discretion of the Plan Administrator taking into account the nature of the benefit subject to the claim and other attendant circumstances, the claimant may file with the Plan Administrator a written request for review of the adverse benefit determination, including the holding of a hearing, if deemed necessary by the Plan Administrator. In connection with the claimant's appeal of the adverse benefit determination, the claimant may review pertinent documents and may submit issues and comments in writing. The Plan Administrator shall render a decision on the appeal promptly, but not later than sixty (60) days after the receipt of the claimant's request for review, unless special circumstances (such as the need to hold a hearing, if necessary) require an extension of time for processing, in which case the sixty (60) day period may be extended to one hundred and twenty (120) days. The Plan Administrator shall notify the claimant in writing of any such extension, the special circumstances requiring the extension, and the date by which the Plan Administrator expects to render the determination on review. The claimant shall be notified of the Plan Administrator's decision in writing or electronically. In the case of an adverse determination, such notice shall:
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(1)
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include specific reasons for the adverse determination,
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(2)
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be written in a manner calculated to be understood by the claimant,
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(3)
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contain specific references to the pertinent Plan provisions upon which the benefit determination is based,
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(4)
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contain a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and
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(5)
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contain a statement of the claimant's right to bring an action under Section 502(a) of ERISA.
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(c)
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Limitation Period for Filing Actions and Notice of Error
. No action at law or in equity may be brought to recover benefits or otherwise enforce the provisions of the Plan unless the Participant, beneficiary or Alternate Payee (as defined in Section 6.6) has exhausted all remedies under this Section 9.12. Any action brought after exhaustion of such remedies must be brought within ninety (90) days after the Participant, beneficiary or Alternate Payee has received final notice of an adverse benefit determination under Section 9.12(b). In no event may an action involving an error or alleged error in the administration or investment of an account be brought at any time later than one (1) year after the deadline for submission of a Notice of Error (as described in the paragraph below) has elapsed, unless the second sentence of this Section 9.12(c) would permit such action to be brought at a later date.
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UNITED NATURAL FOODS, INC.
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By:
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/s/ Mark E. Shamber
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Authorized Officer
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(a)
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First, 50 percent of the number of under-released Financed Shares, or 278,390.9272, will be allocated to the Accounts of eligible participants, pro rata, based on the ratio of Financed Shares allocated to the Account of each such eligible participant as of July 31, 2002 to the aggregate number of Financed Shares allocated to all eligible participants on that date.
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(b)
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Second, the excess of remaining number of under-released Financed Share, or 278,390.9272, over the number of over-released Financed Shares, 123,893.8755, will be allocated to the Accounts of eligible
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(c)
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Third, the cash settlement amount will be allocated to the Accounts of eligible participants on the same basis as described in paragraph (b) next above.”
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UNITED NATURAL FOODS, INC.
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By:
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/s/ Mark E. Shamber
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Authorized Officer
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1.
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Section 1.2 shall be amended by adding a new sentence to the end to read as follows:
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2.
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Section 3.2(b) shall be amended by deleting the following sentence:
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3.
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The last sentence in Section 3.2(b) shall be amended read as follows:
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4.
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The first sentence of Section 4.3(b) shall be amended to read as follows:
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5.
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Section 4.4(c) shall be deleted.
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6.
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Section 4.6 shall be amended by adding a new subsection (d) to read as follows:
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7.
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Sections 6.l(d), (e) and (f) shall each be amended by adding a sentence to read as follows:
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8.
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Section 8.5 shall be amended by adding a new section (h) to read as follows:
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9.
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Section 8.5 shall be amended by adding the following sentence:
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UNITED NATURAL FOODS, INC.
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By:
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/s/ Mark E. Shamber
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Printed Name:
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Mark E. Shamber
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Title:
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SVP, CFO and Treasurer
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(d)
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Notwithstanding the preceding provisions of
Section 6.1(c)
to the contrary, the portion of any distribution that would have otherwise constituted a required minimum distribution for the 2009 calendar year with respect to a Participant or Beneficiary, including a distribution paid after December 31, 2009, to any such individual whose required beginning date is April 1, 2010, shall not be made. This provision shall not be interpreted to restrict the distribution of such amount to the extent the Participant or the Beneficiary would be entitled or required to receive a distribution of a vested Account under other provisions of the Plan.
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UNITED NATURAL FOODS, INC.
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By:
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/s/ Mark E. Shamber
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Printed Name:
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Mark E. Shamber
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Title:
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SVP, CFO and Treasurer
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1.
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Section 7.7 is amended to read as follows:
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2.
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In all other respects, the Plan shall remain unchanged and in full force and effect.
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3.
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The Plan is further amended to erase any contrary changes necessary to affect the amendment.
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4.
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If any typographic or other drafting error is discovered in this amendment, it shall be corrected and such correction shall have the same force and effect as it originally contained in this amendment and, except to the extent necessary to give effect to this amendment, the Plan shall otherwise remain unchanged.
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5.
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UNITED NATURAL FOODS, INC.
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By:
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/s/ Joseph J. Traficanti
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Authorized Officer
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THE CORPORATION:
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UNITED NATURAL FOODS, INC.
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By:
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Name:
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Title:
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INDEMNITEE:
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NAME
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JURISDICTION OF
INCORPORATION/FORMATION
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United Natural Foods West, Inc.
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California
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Natural Retail Group, Inc.
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Delaware
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d/b/a Earth Origins Market
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Albert's Organics, Inc.
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California
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UNFI Canada, Inc.
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Canada
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Blue Marble Brands, LLC
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Delaware
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United Natural Trading, LLC
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Delaware
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d/b/a Woodstock Farms Manufacturing
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United Natural Transportation, Inc.
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Delaware
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Springfield Development Corp LLC
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Delaware
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1.
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I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ STEVEN L. SPINNER
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Steven L. Spinner
Chief Executive Officer
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October 1, 2013
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1.
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I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ MARK E. SHAMBER
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Mark E. Shamber
Chief Financial Officer
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October 1, 2013
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/s/ STEVEN L. SPINNER
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Steven L. Spinner
Chief Executive Officer
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October 1, 2013
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/s/ MARK E. SHAMBER
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Mark E. Shamber
Chief Financial Officer
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October 1, 2013
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