United Natural Foods Announces 
Primary Distribution Agreement With Wild Oats Markets

Novation of Swap Agreements; and Updates Fiscal 2004 Guidance  

PRESS RELEASE 12jan04

[More below]

DAYVILLE, Conn., Jan. 12 /PRNewswire-FirstCall/ -- United Natural Foods, Inc. (Nasdaq: UNFI - News; the "Company") today announced that it has signed a five
-year primary distribution agreement with Wild Oats Markets, Inc. (Nasdaq: OATS - News; "Wild Oats"). A three-month transition period from Wild Oats' current 
primary distributor is expected, with the Company assuming primary distribution to Wild Oats' 102 natural foods stores by April 1, 2004.

"We are pleased to re-establish our primary distribution relationship with Wild Oats and are excited about the opportunities this agreement provides," 
commented Steven Townsend, Chair and Chief Executive Officer of the Company. "Our ability to reclaim this business is a testament to our hard work in 
servicing all of our customers' needs and further strengthens our position as the nation's premier distributor of natural and organic products. Additionally, 
the trust placed in us by the management of Wild Oats is recognition of the standard of excellence that we have established. We have carefully planned this 
transition with Wild Oats so as to provide them and our current customers with excellent service levels and support."

Novation of Swaps

The Company has also assigned and transferred all of its obligations of its two "ineffective" interest rate swaps to a third party at a cost of $5.3 million 
plus accrued interest. The swaps were originally entered into as a hedge against LIBOR interest rate movements. The first swap was entered into in October 
1998 at a fixed rate of 5.00% on a notional amount of $60 million. The second swap was entered into in August 2001 at a fixed rate of 4.81% on a notional 
amount of $30 million. The changes in the fair value of these swaps, while in effect, have been accounted for by the Company on the Statement of Income each 
quarter as a special item, therefore no Income Statement effect will be recorded.

As a result of this transaction, the Company's revolving credit facility will bear interest at variable rate based on LIBOR. The Company expects this 
floating interest rate to be lower than the fixed rate under the swaps, which would result in a lower interest expense and an increase to earnings in the 
short term. However, an increase in the variable rate may increase the Company's interest expense and reduce earnings. The Company does not expect the 
payment to the third party in connection with the novation to negatively impact its ability to fund its current or expected future needs.

Updated 2004 Guidance

The Company has updated its guidance for its fiscal year ending July 31, 2004 to reflect both the execution of the primary distribution agreement with Wild 
Oats and the novation of certain of its interest rate swap transactions.

The Company anticipates that its distribution relationship with Wild Oats will increase its fiscal 2004 net sales by approximately $50 million, and $150 
million to $200 million in sales for fiscal 2005. The Company anticipates incurring a special charge of approximately $1.0 million over the second and third 
quarters of fiscal 2004, which relates to start-up and transition costs associated with implementing its distribution relationship with Wild Oats.

The Company anticipates revenues for the fiscal year ending July 31, 2004 in the range of $1.60 billion to $1.62 billion, representing growth of 
approximately 16% to 17% over fiscal 2003. The Company expects earnings per diluted share, excluding special items, in the range of $1.46 to $1.52 per share, 
representing growth of approximately 23% to 26% over fiscal 2003. The Company expects earnings per diluted share, including special items, in the range of $
1.42 to $1.48 per share.

The Company's prior guidance for the fiscal year ending July 31, 2004 anticipated revenues in the $1.55 to $1.57 billion range and net income, excluding 
potential special items, in the range of $1.42 to $1.46 per diluted share.

Historically, interest rate swaps, distribution facility expansions and asset impairment charges (including goodwill) have been classified as special items. 
However, at this time the Company does not know the extent or significance of these items or whether the Company will in fact incur any of these items (other 
than the interest rate swaps) in fiscal 2004. The Company's guidance is based on a number of assumptions, which are subject to change and many of which are 
outside the control of the Company. If any of these assumptions vary, the Company's guidance may change. There can be no assurance that the Company will 
achieve these results.

About the Company

The Company carries and distributes over 32,000 products to more than 14,000 customers nationwide. The Company serves a wide variety of retail formats 
including conventional supermarket chains, natural product superstores and independent retail operators.

For more information on the Company, visit the Company's web-site at www.unfi.com .

United Natural Foods Announces Primary Distribution Pact With Wild Oats Markets

Dow Jones Newswires 12jan04

DAYVILLE, CT—United Natural Foods Inc. (UNFI) has signed a five-year primary distribution agreement with Wild Oats Markets Inc. (OATS).

In a press release, United said a three-month transition period from Wild Oats' current primary distributor is expected, with United assuming primary 
distribution to Wild Oats' 102 natural foods stores by April 1.

United also said it has assigned and transferred all of its obligations of its two "ineffective" interest-rate swaps to a third party at a cost of $5.3 
million plus accrued interest. The swaps were originally entered into as a hedge against LIBOR interest-rate movements.

As a result of this transaction, the company's revolving credit facility will bear interest at variable rate based on LIBOR. The company said it expects this 
floating interest rate to be lower than the fixed rate under the swaps, which would result in a lower interest expense and an increase to earnings in the 
short term. However, an increase in the variable rate may increase its interest expense and reduce earnings. The company doesn't expect the payment to the 
third party in connection with the transaction to hurt its ability to fund its current or expected future needs.

The company has updated its guidance for the fiscal year ending July 31 to reflect both the execution of the distribution agreement with Wild Oats and the 
novation of some interest-rate swap transactions.

It said it now expects its distribution relationship with Wild Oats will increase its fiscal 2004 net sales by about $50 million, and will boost fiscal 2005 
sales by $150 million to $200 million. The company expects to incur a special charge of about $1.0 million over the second and third quarters of fiscal 2004, 
which relates to start-up and transition costs associated with implementing its distribution relationship with Wild Oats.

It said it expects revenues for fiscal 2004 to be $1.60 billion to $1.62 billion, representing growth of 16-17% over fiscal 2003. The company expects share 
earnings, excluding special items, of $1.46-$1.52, representing growth of 23-26% over fiscal 2003. The company expects earnings including special items of $
1.42-$1.48 a share.

United said its prior guidance for the fiscal year ending July 31 were for revenues of $1.55-$1.57 billion and net income excluding items of $1.42-$1.46 a 
share.

United distributes more than 32,000 products to more than 14,000 customers in the U.S.

Company Web Site: http://www.unfi.com 

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and the Company's dependence on principal customers, see "Risk Factors" in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 12, 2003, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so.

Non-GAAP Results: To supplement its financial statements presented on a GAAP basis, the Company uses non-GAAP additional measures of operating results, net earnings and earnings per share adjusted to exclude special charges. The Company believes that the use of these additional measures is appropriate to enhance an overall understanding of its past financial performance and also its prospects for the future as these special charges are not expected to be part of the Company's ongoing business. The adjustments to the Company's GAAP results are made with the intent of providing both management and investors with a more complete understanding of the underlying operational results and trends and its marketplace performance. For example, these adjusted non-GAAP results are among the primary indicators management uses as a basis for its planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings or diluted earnings per share prepared in accordance with generally accepted accounting principles in the United States. 

Source: United Natural Foods, Inc.

source: http://biz.yahoo.com/prnews/040112/cgm011_1.html 12jan04

Company Profile
United Natural Foods Inc 
260 Lake Road
Dayville, CT 06241
Phone: (860) 779-2800
Fax: (860) 779-2811
Web Site: http://www.unfi.com 

DETAILS 
Index Membership: S&P 600 SmallCap 
Sector: Consumer Non-Cyclical 
Industry: Food Processing 
Employees (last reported count): 3,400 

MULTEX ABRIDGED BUSINESS SUMMARY 
United Natural Foods, Inc. (UNFI) is a national distributor of natural and organic foods and related products in the United States. The Company carries more than 32,000 natural and organic products, consisting of national brand, regional brand, private-label and master distribution products such as grocery and general merchandise, produce, perishables and frozen foods, nutritional supplements, bulk and foodservice products and personal care items. UNFI serves more than 14,000 customers, including independently owned natural products retailers, supernatural chains (which are comprised of small and large chains of natural foods supermarkets) and conventional supermarkets located across the United States. Other distribution channels include foodservice and buying clubs. Through its subsidiary, the Natural Retail Group, the Company also owns and operates 12 natural product retail stores located in Florida, Maryland and Massachusetts. 

For the three months ended 10/31/03, revenues rose 23% to $381.4 million. Net income rose 70% to $6.8 million. Revenues reflect growth in the independent and mass-market distribution channels. Earnings also benefited from improved operating margins. 

OFFICERS 
			    Pay 	Exercised 
Steven Townsend, 49
Chairman, CEO 		  $ 308.00K 	N/A 
Rick Puckett, 
CFO, VP, Treasurer 	    N/A 	N/A 
Richard Antonelli, 45
Pres of the Western Region  N/A 	N/A 
Daniel Atwood, 44
Sr. VP, Sec. $ 225.00K   $ 819.00K 
Michael Beaudry, 39
VP-Operations 		   N/A 		N/A 

Dollar amounts are as of 31-Jul-02 and compensation values are for the last fiscal year ending on that date. "Pay" is salary, bonuses, etc. "Exercised" is the value of options exercised during the fiscal year. 

Major Holders

BREAKDOWN 

% of Shares Held by All Insider and 5% Owners: 13% 
% of Shares Held by Institutional & Mutual Fund Owners: 91% 
% of Float Held by Institutional & Mutual Fund Owners: 104% 
Number of Institutions Holding Shares: 10 


TOP INSIDER & RULE 144 HOLDERS 

Holder / Shares / Reported 
FUNK, MICHAEL S. 205,550
9-Sep-03 
ATWOOD, DANIEL V. 69,494 16-Apr-03 
SIMONE, THOMAS B. 15,000 10-Jul-03 
TOWNSEND, STEVEN H. 14,888 31-Mar-03 
WEINTRAUB, TODD 2,824 1-Apr-02 

TOP INSTITUTIONAL HOLDERS 

Holder 				   Shares 	% Out 	Value* 		Reported 
Deutsche Bank Aktiengesellschaft   1,542,450 	7.89 	$51,193,914 	30-Sep-03 
Franklin Resources, Inc 	   788,577 	4.03 	$26,172,870	30-Sep-03 
Oak Ridge Investments, LLC 	   734,093 	3.76 	$24,364,546 	30-Sep-03 
Times Square Capital Management    659,825 	3.38 	$21,899,591 	30-Sep-03 
Barclays Bank Plc 		   627,136 	3.21 	$20,814,643 	30-Sep-03 
Rothschild Asset Management Inc    580,885 	2.97 	$19,279,572 	30-Sep-03 
Axa 				   546,764 	2.8 	$18,147,096 	30-Sep-03 
Invesco Funds Group, Inc. 	   436,600 	2.23 	$14,490,753 	30-Sep-03 
Mellon Bank, N.A. 		   414,338 	2.12 	$13,751,877 	30-Sep-03 
Kornitzer Capital Management, Inc. 413,100 	2.11 	$13,710,788 	30-Sep-03 

TOP MUTUAL FUND HOLDERS 

Holder 						Shares 	 % Out	Value* 		Reported 
Buffalo Small Cap Fund 				371,889  1.9 	$12,342,995 	30-Sep-03 
Aim Small Cap Growth Fund 			335,300  1.72	$9,975,175 	31-Aug-03 
WM Group of Funds-Small Cap Stock Fund 		289,500  1.48 	$11,113,904 	30-Nov-03 
Scudder Small Cap Fund 				264,600  1.35 	$8,782,073 	30-Sep-03 
Invesco Stock Funds-Small Company Growth Fund	232,700  1.19 	$7,113,639 	31-Jul-03 
Oppenheimer Discovery Fund 			188,200  0.96 	$6,246,357 	30-Sep-03 
Evergreen Growth Fund 				187,200  0.96 	$6,213,167 	30-Sep-03 
Guardian Small Cap Stock Fund 			167,100  0.85 	$4,738,956 	30-Jun-03 
Invesco Stock Funds-Dynamics Fund 		164,400  0.84 	$5,025,708 	31-Jul-03 
One Group Small Cap Growth Fund 		152,000  0.78 	$4,310,720 	30-Jun-03 

* Value shown is computed using the security's price on the report date given. 

source: http://finance.yahoo.com/q/mh?s=UNFI 12jan04