UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE,
SAVINGS AND SIMILAR PLANS
PURSUANT
TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(X)
|
ANNUAL
REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the fiscal year ended July 31, 2009
|
OR
( )
|
TRANSITION
REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from ________ to
_______.
|
Commission
File Number: 000-21531
A.
|
Full
title of the plan and the address of the plan, if different from that of
the issuer named below:
|
United
Natural Foods, Inc. Retirement Plan
B.
|
Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
|
United
Natural Foods, Inc.
313
Iron Horse Way
Providence,
Rhode Island 02908
REQUIRED
INFORMATION
The
United Natural Foods, Inc. Retirement Plan (the “Plan”) is subject to the
requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).
The following Plan financial statements and schedule have been prepared in
accordance with the financial reporting requirements of ERISA, as permitted by
Item 4 of Form 11-K:
|
Page Number
|
|
|
Report
of Independent Registered Public Accounting Firm
|
1
|
|
|
Financial
Statements:
|
|
|
|
Statements
of Net Assets Available for Benefits
|
2
|
|
|
Statements
of Changes in Net Assets Available for Benefits
|
3
|
|
|
Notes
to Financial Statements
|
4
|
|
|
Supplemental
Schedules:
|
|
|
|
Form
5500, Schedule H, line 4a – Schedule of Delinquent Participant
Contributions
|
11
|
|
|
Form
5500, Schedule H, line 4i – Schedule of Assets (Held at End of
Year)
|
12
|
Note: Additional
supplemental schedules required by Section 2520.103-10 of the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted because they are either
not applicable or the information required therein has been included in the
financial statements or notes thereto.
23 Consent
of Independent Registered Public Accounting Firm
Report
of Independent Registered Public Accounting Firm
Plan
Administrator
United
Natural Foods, Inc. Retirement Plan:
We
have audited the accompanying statements of net assets available for benefits of
the United Natural Foods, Inc. Retirement Plan (the "Plan") as of July 31, 2009
and 2008, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of July
31, 2009 and 2008, and the changes in net assets available for benefits for the
years then ended in conformity with U.S. generally accepted accounting
principles.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, Line 4a -
Schedule of Delinquent Participant Contributions for the year ended July 31,
2009 and Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of
July 31, 2009 are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/
KPMG LLP
Providence,
Rhode Island
January
27, 2010
UNITED
NATURAL FOODS, INC. RETIREMENT PLAN
Statements
of Net Assets Available for Benefits
July
31, 2009 and 2008
|
|
2009
|
|
|
2008
|
|
Assets:
|
|
|
|
|
|
|
Investments
at fair value:
|
|
|
|
|
|
|
Interest
bearing cash
|
|
$ |
— |
|
|
$ |
246,061 |
|
Mutual
funds
|
|
|
64,740,734
|
|
|
|
45,925,210
|
|
Common
collective trusts
|
|
|
12,881,656
|
|
|
|
9,024,010
|
|
United
Natural Foods, Inc. Common Stock
|
|
|
9,097,044
|
|
|
|
6,156,839
|
|
Total
investments at fair value (Note 4)
|
|
|
86,719,434
|
|
|
|
61,352,120
|
|
Participant
loans
|
|
|
3,842,498
|
|
|
|
3,162,879
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Employee
contributions
|
|
|
250,944
|
|
|
|
242,802
|
|
Employer
contributions
|
|
|
103,676
|
|
|
|
23,266
|
|
Other
receivables
|
|
|
70,105
|
|
|
|
652
|
|
Total
receivables
|
|
|
424,725
|
|
|
|
266,720
|
|
Accrued
income
|
|
|
— |
|
|
|
642
|
|
Total
assets
|
|
|
90,986,657
|
|
|
|
64,782,361
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Excess
contributions payable
|
|
|
132,902
|
|
|
|
141,179
|
|
Total
liabilities
|
|
|
132,902
|
|
|
|
141,179
|
|
Net
assets, reflecting investments at fair value
|
|
|
90,853,755
|
|
|
|
64,641,182
|
|
Adjustments
from fair value to contract value for fully benefit-
|
|
|
|
|
|
|
|
|
responsive
investment contracts
|
|
|
248,921
|
|
|
|
233,696
|
|
Net
assets available for benefits
|
|
$ |
91,102,676 |
|
|
$ |
64,874,878 |
|
See
accompanying notes to financial statements.
UNITED
NATURAL FOODS, INC. RETIREMENT PLAN
Statements
of Changes in Net Assets Available for Benefits
July
31, 2009 and 2008
|
|
2009
|
|
|
2008
|
|
Investment
income (losses):
|
|
|
|
|
|
|
Interest
and dividends
|
|
$ |
1,696,686 |
|
|
$ |
3,901,628 |
|
Net
depreciation in fair value of investments
|
|
|
(3,310,948 |
)
|
|
|
(10,204,073 |
)
|
Total
investment losses
|
|
|
(1,614,262 |
)
|
|
|
(6,302,445 |
)
|
Contributions:
|
|
|
|
|
|
|
|
|
Employee
contributions
|
|
|
7,104,990
|
|
|
|
6,299,158
|
|
Employer
contributions
|
|
|
2,899,943
|
|
|
|
2,418,794
|
|
Rollover
contributions
|
|
|
511,767
|
|
|
|
567,181
|
|
Total
contributions
|
|
|
10,516,700
|
|
|
|
9,285,133
|
|
Total
additions
|
|
|
8,902,438
|
|
|
|
2,982,688
|
|
Deductions
from net assets attributed to:
|
|
|
|
|
|
|
|
|
Benefits
paid directly to participants
|
|
|
5,722,739
|
|
|
|
5,776,921
|
|
Deemed
distributions of participant loans
|
|
|
68,307
|
|
|
|
10,727
|
|
Administrative
expenses
|
|
|
44,894
|
|
|
|
33,981
|
|
Total
deductions
|
|
|
5,835,940
|
|
|
|
5,821,629
|
|
Net
increase (decrease)
|
|
|
3,066,498
|
|
|
|
(2,838,941 |
)
|
Transfer
from related plan (Note 9)
|
|
|
23,161,300
|
|
|
|
— |
|
Net
assets available for benefits, beginning of plan year
|
|
|
64,874,878
|
|
|
|
67,713,819
|
|
Net
assets available for benefits, end of plan year
|
|
$ |
91,102,676 |
|
|
$ |
64,874,878 |
|
See
accompanying notes to financial statements.
UNITED
NATURAL FOODS, INC. RETIREMENT PLAN
Notes
to Financial Statements
July
31, 2009 and 2008
The
following description of the United Natural Foods, Inc. Retirement Plan
(the “Plan”) provides only general information. Participants should refer
to the Plan document, including the adoption agreement, for a more complete
description of the Plan’s provisions.
The
Plan is a defined contribution plan providing retirement benefits for all
eligible employees of United Natural Foods, Inc. and its subsidiaries (the
“Company” or “Plan Administrator”). Substantially all employees who
have completed six months of service are eligible to join the Plan on the first
day of each month. The Plan initially became effective on October 1,
1989 and the adoption agreement was amended effective December 31,
2008. The Plan’s fiscal year ends on July 31, however, as
disclosed in Note 10, effective December 31, 2009 the Plan’s fiscal year ends on
December 31.
The
Plan is intended to be qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the “Internal Revenue Code”), and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(“ERISA”).
Each
year, participants may contribute up to 60% of their eligible pretax
compensation, as defined in the Plan, subject to limitations established by the
Internal Revenue Code.
The
Company may elect to make discretionary matching contributions to the Plan.
During the years ended July 31, 2009 and 2008, the Company matched 50% up
to 8% of eligible compensation that a participant contributed to the
Plan. These matching contributions totaled $2,899,943 and $2,418,794
in 2009 and 2008, respectively.
The
Plan’s record keeper maintains an account in the name of each participant to
which each participant’s contributions, the Company’s contributions for such
participant, and the participant’s share of the net earnings, losses and
expenses, if any, of the various investments are
recorded. Allocations are generally based on eligible participant
account balances. The earnings on the assets held in each of the
funds and all proceeds from the sale of such assets are held and reinvested in
the respective funds.
Participants
may transfer rollover contributions of before-tax dollars from a prior
employer’s eligible retirement plan, as defined in the Plan, or an Individual
Retirement Account, into their Plan accounts. Rollovers must be made
within the time limits prescribed by the Internal Revenue Service.
Participants
are immediately fully vested in their rollover contributions, employee pretax
contributions, qualified nonelective contributions and any earnings thereon.
Vesting in the Company’s contribution portion of a participant’s account
(whether through matching or nonelective contributions) plus any earnings
thereon is based on years of continuous service. Generally, prior to January 1,
2009, a participant was 100% vested in such contributions after five years of
credited service, with 20% vesting each year over five years. The
Plan was amended effective December 31, 2008 to modify the vesting schedule to
25% annually, with 100% vesting after four years of
service. Participants earn one year of service for each twelve months
of service completed with the Company.
Participants
(other than eligible employees who have made rollover contributions to the Plan
but are not yet active participants, or owner-employees or
shareholder-employees) may borrow from their fund accounts. Loans are
secured by the vested portion of a participant’s account balance, with a $1,000
minimum principal amount for each loan and a maximum principal amount that
cannot exceed the lesser of $50,000 or 50% of the participant’s vested account
balance. The loans have a maximum term of five years (except for loans used to
purchase principal residences), but become immediately payable upon death,
termination, or disability. The loans bear interest at rates that
range from 3.25% to 10.5%, which were commensurate with local prevailing rates
as determined by the Plan Administrator at the date of the loan. Principal and
interest are paid ratably through automatic payroll deductions.
|
(f)
|
Distribution
of Benefits
|
Participants
(or, in the event of a participant’s death, their beneficiary) may request a
distribution of all or part of the value in their accounts in accordance with
the terms and conditions of the Plan upon retirement, termination of service,
disability, or death. In addition, participants who have attained age 59
1/2 may
elect to withdraw all or a portion of their vested accounts while they are still
employed by the Company. Participants with account balances greater
than $1,000 may defer receipt of their distributions until they are required by
law to receive minimum required distributions.
Benefit
payments may be made in a lump-sum distribution or in installments. The
participant or beneficiary is entitled to select the manner in which benefit
payments are received subject to the terms of the Plan. If the participant’s
vested account balance is $1,000 or less, payment must be made in a lump-sum
distribution.
Withdrawals
of deferral contributions for financial hardship are permitted provided they are
for a severe and immediate financial need, and that the participant has
exhausted all other assets reasonably available to him, including obtaining a
loan from the Plan and any other qualified plan maintained by the Company, prior
to obtaining the hardship withdrawal.
At
July 31, 2009 and 2008, the balance of forfeited nonvested accounts totaled
$53,008 and $73,641, respectively. These account balances are used to reduce
future employer contributions. During the years ended July 31, 2009 and
2008, forfeited amounts totaling $54,434 and $53,117, respectively, were used to
reduce employer contributions.
(2)
|
Summary
of Significant Accounting Policies
|
The
accompanying financial statements have been prepared on the accrual basis of
accounting.
Benefits
are recorded when paid.
|
(c)
|
Valuation
of Investments
|
The
Plan’s investments are stated at fair value. Shares of registered investment
companies and United Natural Foods, Inc. Common Stock are valued at quoted
market prices in active markets. Common Collective Trusts are valued
at the sum of the fair value of the investment “wrapper” and the underlying
assets of commingled funds as reported by Fidelity Management Trust
Company. Money market funds are valued at cost which approximates
fair value. See Note 4 for further discussion of the methods used to
determine the fair value of investments held by the Plan.
In
2009 and 2008, certain investment options offered by the Plan, the Fidelity
Advisor Stable Value Portfolio and Fidelity Managed Income Portfolio, are common
collective trusts that are invested in contracts deemed to be fully
benefit-responsive within the meaning of Financial Accounting Standards Board
Accounting Standards Codification (“ASC”) 962-325, Defined Contribution Pension Plans –
Investments (Other) (“ASC 962-325”). ASC 962-325 provides a definition of
fully benefit-responsive investment contracts and guidance on financial
statement presentation and disclosure of fully benefit-responsive investment
contracts. It also requires that these investments be reported at fair value.
However, contract value is the relevant measure to the Plan because it is the
amount that is available for Plan benefits. Accordingly, investments as
reflected in the Statements of Net Assets Available for Benefits state the
Fidelity Advisor Stable Value Portfolio and Fidelity Managed Income Portfolio at
fair value, with a corresponding adjustment to reflect the investments at
contract value.
Purchases
and sales of securities are recorded on a trade-date basis. Net depreciation in
fair value of investments includes both realized and unrealized gains and
losses. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
|
(d)
|
Valuation
of Participant Loans
|
Participant
loans are recorded at amortized cost.
|
(e)
|
Administrative
Expenses
|
Administrative
expenses as reported on the financial statements include various fees charged to
participants for transactions. All other administrative expenses including legal
and audit fees are paid by the Company.
The
preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect the reported amounts of net assets available for benefits and
changes therein and disclosure of contingent assets and liabilities at the date
of the financial statements. Actual results could differ from these
estimates.
|
(g)
|
Risks
and Uncertainties
|
The
Plan invests in various types of investment securities. Investment securities
are exposed to various risks, such as interest rate, market, and credit risks.
Due to the level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the value of investment securities
will occur in the near term and that such changes could materially affect the
amounts reported in the Statement of Net Assets Available for
Benefits.
The
following investments at fair value represent 5% or more of the Plan’s net
assets available for benefits at July 31, 2009 and 2008:
Description
|
|
2009
|
|
2008
|
Fidelity
Advisor Stable Value Portfolio
|
$
|
9,056,334
|
$
|
9,024,010
|
United
Natural Foods, Inc. Common Stock
|
|
9,097,044
|
|
6,156,839
|
Fidelity
Freedom 2020 Fund
|
|
7,056,926
|
|
**
|
PIMCO
Total Return Fund
|
|
5,533,269
|
|
**
|
Fidelity
Freedom 2015 Fund
|
|
4,818,366
|
|
**
|
Fidelity
Advisor Mid Cap Fund
|
|
**
|
|
4,864,113
|
Fidelity
Advisor Growth & Income Fund
|
|
**
|
|
3,618,638
|
Fidelity
Advisor Freedom 2020 Fund
|
|
**
|
|
3,540,164
|
Fidelity
Advisor Diversified International Fund
|
|
**
|
|
3,520,177
|
**
|
|
Amount
represents less than 5% of the Plan’s net assets during the respective
year, presented for comparative
purposes.
|
During
the years ended July 31, 2009 and 2008, the Plan’s investments (including
gains and losses on investments bought, sold, and held during the years)
appreciated or (depreciated), as applicable, in value as follows:
|
|
|
2009
|
|
|
2008
|
|
|
Mutual
funds
|
|
$ |
(6,238,905 |
)
|
|
|
(8,376,941 |
)
|
|
United
Natural Foods, Inc. Common Stock
|
|
|
2,927,957
|
|
|
|
(1,827,132 |
)
|
|
|
|
$ |
(3,310,948 |
)
|
|
|
(10,204,073 |
)
|
(4)
|
Fair
Value Measurements
|
Effective
August 1, 2008, the Plan adopted ASC 820, Fair Value Measurements and
Disclosures (“ASC 820”). ASC 820 introduces a framework for
measuring fair value and expands required disclosure about fair value
measurements of assets and liabilities.
ASC
820 defines fair value as, “the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date.” Its objective is to provide a
consistent definition of fair value which focuses on exit price and emphasizes
the use of market-based inputs over entity-specific inputs. ASC 820
places a higher priority on the use of observable inputs over unobservable
inputs. A fair value hierarchy based on inputs was developed to
categorize assets into three levels:
Level 1: Assets
that have observable inputs that reflect quoted prices (unadjusted) for
identical assets or liabilities in active markets (NYSE, NASDAQ or the Chicago
Board of Trade). Observable inputs reflect the assumptions market
participants would use in pricing the asset or liability developed based on
market data obtained from sources independent of the reporting
entity.
Level 2: Assets
that have inputs other than quoted prices included within Level 1 that are
either directly or indirectly observable for the asset. Inputs are
observable but do not solely rely on quoted market prices to establish fair
value.
Level 3: Assets
with unobservable inputs. Unobservable inputs reflect the reporting entity’s own
assumptions about the assumptions market participants would use in pricing the
asset or liability developed based on the best information available in the
circumstances.
A
financial instrument's level within the fair value hierarchy is based on the
lowest level of any input that is significant to the fair value measurement. The
following is a description of the valuation methodologies used for instruments
measured at fair value, including the general classification of such instruments
pursuant to the valuation hierarchy. There have been no changes in
the methodologies at July 31, 2009 compared to July 31, 2008.
Mutual
Funds
Mutual
funds within the Plan classified as Level 1 assets are valued at the published
closing price in active markets (NYSE, NASDAQ or the Chicago Board of
Trade).
Common
Stock
UNFI
Common Stock is valued at the closing price reported on the NASDAQ Global Select
Market, and therefore presented as a Level 1 asset.
Common
Collective Trusts
The
guaranteed investment contracts (or “GIC”) are comprised of wrapper contracts
and underlying investments. The fair value of the wrapper contracts represents
the difference between the replacement cost and actual cost of the contracts and
is calculated using a discounted cash flow model which considers recent fee bids
as determined by recognized dealers, an appropriate discount rate and the
duration of the underlying portfolio securities. These inputs are considered
unobservable inputs in that they reflect the Plan's own assumptions about the
inputs that market participants would use in pricing the asset or liability and
therefore would be considered Level 3 assets. The Plan believes that this is the
best information available for use in the fair value measurement. The underlying
assets are commingled funds which are valued using the NAV which is quoted on a
private market that is not active; however, the unit price is based on
underlying investments which are traded on an active market as defined above
under “Mutual Funds”, and are therefore classified as Level 2
assets. As the fair market value of the wrapper contracts represent
an insignificant amount of the total value of the Common Collective Trusts, they
have been shown combined as Level 2 assets.
Below
are the Plan’s investments carried at fair value on a recurring basis by the ASC
820 fair value hierarchy levels:
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Mutual
Funds
|
|
$ |
64,740,734 |
|
|
$ |
- |
|
|
$ |
- |
|
|
Common
Stock
|
|
|
9,097,044 |
|
|
|
- |
|
|
|
- |
|
|
Common
Collective Trusts
|
|
|
- |
|
|
|
12,881,656 |
|
|
|
- |
|
|
Totals
|
|
$ |
73,837,778 |
|
|
$ |
12,881,656 |
|
|
$ |
- |
|
(5)
|
Related
Party Transactions
|
Certain
Plan investments are shares of registered investment companies and common
collective trusts managed by Fidelity Management Trust Company (“Fidelity”).
Fidelity is the trustee and custodian as defined by the Plan. Activity involving
these funds qualify as party-in-interest transactions. In addition, at
July 31, 2009 and 2008, the Plan held 336,511 and 320,335 shares of the
Company’s $0.01 par value per share common stock, respectively.
Although
it has not expressed any intent to do so, the Company has the right to terminate
the Plan at any time subject to the provisions set forth in ERISA and the
Internal Revenue Code. In the event of plan termination, participants will
become 100% vested in their accounts.
The
Plan is a nonstandardized safe harbor prototype plan sponsored by Fidelity
Management and Research Company. Fidelity Management and Research Company
obtained an opinion letter on the Plan dated October 9, 2003 stating that
the form of the Plan is acceptable under Section 401 of the Internal
Revenue Code. Generally, the Plan Administrator and the Plan may rely on the
opinion letter received by Fidelity Management and Research Company as to the
form of the Plan qualifying under the Internal Revenue Code (except as otherwise
noted in the opinion letter). Additionally, the Plan Administrator believes that
the Plan is currently being operated in compliance with the applicable
requirements of the Internal Revenue Code.
(8)
|
Reconciliation
of Financial Statements to Form
5500
|
The
following is a reconciliation of net assets available for benefits per the
financial statements as of July 31, 2009 and 2008 to Form 5500:
|
|
2009
|
|
|
2008
|
|
Net
assets available for benefits per the financial statements
|
|
|
91,102,676 |
|
|
|
64,874,878 |
|
Plus
excess contributions payable current year
|
|
|
132,902 |
|
|
|
141,179 |
|
Adjustment
for benefit payments requested but not yet
|
|
|
- |
|
|
|
(2,028 |
) |
paid
at Plan year end
|
|
|
|
|
|
|
|
|
Adjustment
from contract value to fair value for fully
|
|
|
|
|
|
|
|
|
benefit-responsive
investment contracts
|
|
|
(248,921 |
) |
|
|
(233,696 |
) |
Net
assets per the Form 5500
|
|
|
90,986,657 |
|
|
|
64,780,333 |
|
The
following is a reconciliation of employee contributions, total additions, and
total deductions per the financial statements for the years ended July 31, 2009
and 2008 to Form 5500:
|
|
2009
|
|
|
2008
|
|
Employee
contributions per the financial statements
|
|
$ |
7,104,990 |
|
|
$ |
6,299,158 |
|
Plus
excess contributions payable current year
|
|
|
132,902 |
|
|
|
141,179 |
|
Difference
between prior year actual and accrual for excess
|
|
|
|
|
|
|
|
|
contributions
|
|
|
(4,865 |
) |
|
|
(17,360 |
) |
Employee
contributions per the Form 5500
|
|
$ |
7,233,027 |
|
|
$ |
6,422,977 |
|
|
|
|
|
|
|
|
|
|
Total
additions per the financial statements
|
|
$ |
8,902,438 |
|
|
$ |
2,982,688 |
|
Change
in the adjustment from contract value to fair value
|
|
|
|
|
|
|
|
|
for
fully benefit-responsive investment contracts
|
|
|
(15,225 |
) |
|
|
(143,938 |
) |
Items
to reconcile employee contributions per the financial
|
|
|
|
|
|
|
|
|
statements
to employee contributions per the Form 5500
|
|
|
128,037 |
|
|
|
123,819 |
|
Total
income per the Form 5500
|
|
$ |
9,015,250 |
|
|
$ |
2,962,569 |
|
|
|
|
|
|
|
|
|
|
Total
deductions per the financial statements
|
|
$ |
5,835,940 |
|
|
$ |
5,821,629 |
|
Adjustment
for benefit payments requested but not yet paid
|
|
|
- |
|
|
|
2,028 |
|
Adjustment
for benefit payments requested in prior year
|
|
|
|
|
|
|
|
|
but
not paid until the current year
|
|
|
(2,028 |
) |
|
|
|
|
Plus
excess contributions paid during the current year
|
|
|
136,314 |
|
|
|
119,806 |
|
Total
expenses per the Form 5500
|
|
$ |
5,970,226 |
|
|
$ |
5,943,463 |
|
(9)
|
Plan
Merger and Transfer of Plan Assets
|
On
December 31, 2008, all participant accounts in the Millbrook Distribution
Services, Inc. Retirement Plan were merged into the Plan. Balances of
$23,161,300 were transferred into the Plan.
|
(a)
|
By
a letter dated November 1, 2007, the U.S. Department of Labor (“DOL”)
initiated a review of the Plan’s operations. The DOL informed the Plan
Sponsor by letter dated April 9, 2009, that it had found the Plan Sponsor
delinquent in remitting participants’ contributions. The Plan Sponsor
responded to the DOL by letter dated April 23, 2009. The DOL
informed the Plan Sponsor, by letter dated August 17, 2009, that the
Sponsor’s proposed corrective action plan to prospectively reduce the time
to remit payroll contributions to five business days is sufficient and no
further action would be taken.
|
|
(b)
|
Effective
December 31, 2009, the Plan was amended to change the Plan’s fiscal year
end from July 31 to December 31.
|
Schedule
I
UNITED
NATURAL FOODS, INC. RETIREMENT PLAN
Schedule
H, line 4a – Schedule of Delinquent Participant Contributions
year
ended July 31, 2009
|
Participant
Contributions Transferred Late to Plan
|
|
Total
That Constitutes Non-exempt Prohibited Transactions
|
|
$
104
|
|
$
104 (1)
|
|
|
|
|
(1)
|
Represents
delinquent participant elective deferral contributions that were deposited
in trust later than the applicable ERISA timely deposit deadline. The
Company remitted such contributions plus the applicable gains/losses for
each employee, which totalled a loss of $2, to the Plan during September
2009.
|
|
|
|
|
|
See
accompanying report of independent registered public accounting
firm.
|
|
|
|
|
|
|
|
|
Schedule
II
UNITED
NATURAL FOODS, INC. RETIREMENT PLAN
Schedule
H, line 4i – Schedule of Assets (Held at End of Year)
July
31, 2009
Identity
of issuer,
|
|
|
|
Number
|
|
|
borrower,
lessor,
|
|
|
|
of units/
|
|
Current
|
or
similar party
|
|
Description
of investment
|
|
shares
|
|
value
|
Mutual
funds:
|
|
|
|
|
|
|
|
*Fidelity
|
|
Freedom
2020 Fund
|
|
609,933
|
$
|
7,056,926
|
|
PIMCO
|
|
Total
Return Fund
|
|
520,533
|
|
5,533,269
|
|
*Fidelity
|
|
Freedom
2015 Fund
|
|
495,207
|
|
4,818,366
|
|
*Fidelity
|
|
Fidelity
Fund
|
|
172,131
|
|
4,446,150
|
|
*Fidelity
|
|
Freedom
2030 Fund
|
|
382,543
|
|
4,315,084
|
|
*Fidelity
|
|
International
Discovery Fund
|
|
156,928
|
|
4,304,533
|
|
MSIF
|
|
Mid
Cap Growth Portfolio Fund
|
|
175,227
|
|
4,103,824
|
|
*Fidelity
|
|
Contrafund
Fund
|
|
79,771
|
|
4,043,598
|
|
*Fidelity
|
|
Freedom
2010 Fund
|
|
261,457
|
|
3,064,276
|
|
*Fidelity
|
|
Spartan
US Equity Index Inv Fund
|
|
83,698
|
|
2,925,251
|
|
*Fidelity
|
|
Freedom
2025 Fund
|
|
296,898
|
|
2,829,435
|
|
*Fidelity
|
|
Freedom
2040 Fund
|
|
395,798
|
|
2,564,771
|
|
Hartford
|
|
Small
Company HLS IB Fund
|
|
175,017
|
|
2,135,208
|
|
Allianz
NFJ
|
|
NFJ
Dividend Value Admin Fund
|
|
217,230
|
|
2,020,238
|
|
*Fidelity
|
|
Capital
& Income Fund
|
|
244,650
|
|
1,827,533
|
|
*Fidelity
|
|
Spartan
Extended Market Index Fund
|
|
57,023
|
|
1,525,367
|
|
*Fidelity
|
|
Balanced
Fund
|
|
85,463
|
|
1,280,242
|
|
*Fidelity
|
|
Leveraged
Company Stock Fund
|
|
62,020
|
|
1,212,490
|
|
Janus
|
|
Perkins
Mid Cap Value J Fund
|
|
60,868
|
|
1,074,329
|
|
Calvert
|
|
Investment
Equity I Fund
|
|
33,018
|
|
942,346
|
|
*Fidelity
|
|
Government
Income Fund
|
|
83,480
|
|
898,246
|
|
*Fidelity
|
|
Freedom
2035 Fund
|
|
79,199
|
|
736,552
|
|
*Fidelity
|
|
Freedom
Income Fund
|
|
36,945
|
|
380,904
|
|
*Fidelity
|
|
Freedom
2005 Fund
|
|
30,654
|
|
289,064
|
|
Allianz
NFJ
|
|
NFJ
Small Cap Value Instl Fund
|
|
11,736
|
|
252,670
|
|
*Fidelity
|
|
Freedom
2045 Fund
|
|
14,213
|
|
108,731
|
|
*Fidelity
|
|
Freedom
2050 Fund
|
|
6,826
|
|
51,331
|
|
|
|
Subtotal
Mutual Funds
|
|
|
|
64,740,734
|
Common
Collective Trusts:
|
|
|
|
|
|
|
|
*Fidelity
|
|
Advisor
Stable Value Portfolio
|
|
9,173,772
|
|
9,056,334
|
|
*Fidelity
|
|
Managed
Income Portfolio
|
|
3,956,804
|
|
3,825,322
|
|
|
|
Subtotal
Common Collective Trusts
|
|
|
|
12,881,656
|
Company
Stock:
|
|
|
|
|
|
|
|
*UNFI
|
|
Common
Stock
|
|
336,511
|
|
9,097,044
|
|
|
|
Subtotal
Company Stock
|
|
|
|
9,097,044
|
Participant
Loans:
|
|
|
|
|
|
|
|
*Participant
loans
|
|
Interest
rates ranging from 3.25% to 10.5%
|
|
|
|
|
|
|
|
and
maturities from September 2, 2009
|
|
|
|
|
|
|
|
through
August 20, 2022
|
|
707
|
|
3,842,498
|
|
|
|
Total
(Held at End of Year)
|
|
|
$
|
90,561,932
|
*Party-in-interest
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying report of independent registered public accounting
firm.
|
|
|
|
|
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
United
Natural Foods, Inc. Retirement Plan
|
|
|
|
Date: January
27, 2010
|
By:
|
United
Natural Foods, Inc., as
|
|
|
Plan
Administrator
|
|
|
|
|
By:
|
/s/ Mark E.
Shamber
|
|
|
Mark
E. Shamber
|
|
|
Senior
Vice President,
Chief
Financial Officer and Treasurer
|
EXHIBIT
INDEX
Exhibit
|
|
Number
|
Description of
Exhibit
|
|
|
23
|
Consent
of Independent Registered Public Accounting
Firm
|