On November 1, 2018, United Natural Foods, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) announcing its strategic decision to dispose of and exit the SUPERVALU INC. legacy retail operations to focus on the Company’s core wholesale business. At such time, the Company was unable to determine an expected completion date for these activities, or a good faith estimate of the major types of costs or amount or range of amounts that may be incurred in connection with this exit, nor an estimate of the amount or range of amounts of any charges that would result in future cash expenditures, including whether any such charges will be material. The Company is filing this Current Report on Form 8-K/A to amend the Original 8-K to update the disclosures made therein under Item 2.05. No other amendments to the Original 8-K are being made by this Current Report on Form 8-K/A.

On December 6, 2019, the Company announced that it had entered into asset purchase agreements with three buyers to sell an aggregate of 13 Shoppers Food & Pharmacy (“Shoppers”) stores. The Company also announced its intention to close an additional four Shoppers stores. The transactions are subject to customary closing conditions. The Company expects the sales to close beginning in mid-December 2019 through the end of February 2020. The four additional stores are expected to close by the end of January 2020.

At this time, the Company expects to incur approximately $32 million to $42 million in pre-tax aggregate costs and charges related to these transactions, consisting of $13 million to $16 million of estimated severance and employee-related costs, $11 million to $14 million of estimated operating losses during the period of wind-down, primarily related to inventory, $2 million to $3 million of estimated transaction costs, and $6 million to $9 million of estimated non-cash asset impairment charges, primarily associated with real estate assets and leasehold improvements.

At this time, the Company is unable to make a determination of the amount or type of costs and charges expected to be incurred in connection with the remainder of its retail divestiture activities, including without limitation, the likelihood or amount of any withdrawal liability associated with multiemployer pension plans. To the extent required by applicable rules, the Company will continue to file amendments on Form 8-K under this Item 2.05 upon the determination of any further material costs and charges.

About UNITED NATURAL FOODS, INC. (NASDAQ:UNFI)

United Natural Foods, Inc. is a distributor and retailer of natural, organic and specialty products. The Company’s segments include Wholesale and Other. The Wholesale segment is engaged in the national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Other segment includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States; a manufacturing division, which engages in importing, roasting and packaging of nuts, seeds, dried fruit and snack items, and its branded product lines. Its operations consist of three operating divisions: Wholesale Division, Retail Division, and Manufacturing and Branded Products divisions. As of July 30, 2016, the Company had offered 100,000 natural, organic and specialty foods, and non-food products, consisting of national, regional and private-label brands.