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EX-32.2 - EXHIBIT 32.2 - WHOLE FOODS MARKET INCwfmq32016ex322.htm
EX-32.3 - EXHIBIT 32.3 - WHOLE FOODS MARKET INCwfmq32016ex323.htm
EX-32.1 - EXHIBIT 32.1 - WHOLE FOODS MARKET INCwfmq32016ex321.htm
EX-31.3 - EXHIBIT 31.3 - WHOLE FOODS MARKET INCwfmq32016ex313.htm
EX-31.2 - EXHIBIT 31.2 - WHOLE FOODS MARKET INCwfmq32016ex312.htm
EX-31.1 - EXHIBIT 31.1 - WHOLE FOODS MARKET INCwfmq32016ex311.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended July 3, 2016; or
 
 
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.

Commission File Number:  0-19797
 
WHOLE FOODS MARKET, INC.
(Exact name of registrant as specified in its charter)
Texas
 
74-1989366
(State of
 
(IRS employer
incorporation)
 
identification no.)

550 Bowie Street
Austin, Texas 78703
(Address of principal executive offices)

512-477-4455
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

The number of shares of the registrant’s common stock, no par value, outstanding as of July 29, 2016 was 318,804,485 shares.



Whole Foods Market, Inc.
Form 10-Q
Table of Contents

 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Part I. Financial Information

Item 1. Financial Statements.

Whole Foods Market, Inc.
Consolidated Balance Sheets (unaudited)
(In millions)

Assets
July 3,
2016
 
September 27,
2015
Current assets:
 
 
 
Cash and cash equivalents
$
472

 
$
237

Short-term investments - available-for-sale securities
153

 
155

Restricted cash
123

 
127

Accounts receivable
319

 
218

Merchandise inventories
523

 
500

Prepaid expenses and other current assets
147

 
108

Deferred income taxes
188

 
199

Total current assets
1,925

 
1,544

Property and equipment, net of accumulated depreciation and amortization
3,376

 
3,163

Long-term investments - available-for-sale securities

 
63

Goodwill
710

 
710

Intangible assets, net of accumulated amortization
76

 
79

Deferred income taxes
143

 
144

Other assets
45

 
38

Total assets
$
6,275

 
$
5,741

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current installments of long-term debt and capital lease obligations
$
3

 
$
3

Accounts payable
292

 
295

Accrued payroll, bonus and other benefits due team members
409

 
436

Dividends payable
43

 
45

Other current liabilities
577

 
473

Total current liabilities
1,324

 
1,252

Long-term debt and capital lease obligations, less current installments
1,049

 
62

Deferred lease liabilities
626

 
587

Other long-term liabilities
91

 
71

Total liabilities
3,090

 
1,972

 
 
 
 
Commitments and contingencies


 


 
 
 
 
Shareholders’ equity:
 
 
 
Common stock, no par value, 1,200 shares authorized;
377.0 and 377.1 shares issued; 318.8 and 348.9 shares outstanding
at 2016 and 2015, respectively
2,924

 
2,904

Common stock in treasury, at cost, 58.2 and 28.2 shares at 2016 and 2015, respectively
(2,014
)
 
(1,124
)
Accumulated other comprehensive loss
(29
)
 
(28
)
Retained earnings
2,304

 
2,017

Total shareholders’ equity
3,185

 
3,769

Total liabilities and shareholders’ equity
$
6,275

 
$
5,741


The accompanying notes are an integral part of these consolidated financial statements.


1


Whole Foods Market, Inc.
Consolidated Statements of Operations (unaudited)
(In millions, except per share amounts)

 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016

July 5,
2015
 
July 3,
2016
 
July 5,
2015
Sales
$
3,703

 
$
3,632

 
$
12,227

 
$
11,951

Cost of goods sold and occupancy costs
2,417

 
2,339

 
8,010

 
7,721

Gross profit
1,286

 
1,293

 
4,217

 
4,230

Selling, general and administrative expenses
1,057

 
1,032

 
3,458

 
3,392

Pre-opening expenses
18

 
12

 
49

 
53

Relocation, store closure and lease termination costs
2

 
2

 
8

 
12

Operating income
209

 
247

 
702

 
773

Interest expense
(12
)
 

 
(30
)
 

Investment and other income (expense)
(1
)
 
5

 
8

 
12

Income before income taxes
196

 
252

 
680

 
785

Provision for income taxes
76

 
98

 
261

 
306

Net income
$
120

 
$
154

 
$
419

 
$
479

 
 
 
 
 
 
 
 
Basic earnings per share
$
0.37

 
$
0.43

 
$
1.27

 
$
1.33

Weighted average shares outstanding
320.6

 
358.5

 
328.4

 
359.6

 
 
 
 
 
 
 
 
Diluted earnings per share
$
0.37

 
$
0.43

 
$
1.27

 
$
1.32

Weighted average shares outstanding, diluted basis
321.2

 
360.5

 
329.3

 
362.2

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.135

 
$
0.130

 
$
0.405

 
$
0.390


The accompanying notes are an integral part of these consolidated financial statements.


2


Whole Foods Market, Inc.
Consolidated Statements of Comprehensive Income (unaudited)
(In millions)

 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016
 
July 5,
2015
 
July 3,
2016
 
July 5,
2015
Net income
$
120

 
$
154

 
$
419

 
$
479

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(1
)
 
3

 
(1
)
 
(15
)
Other comprehensive income (loss), net of tax
(1
)
 
3

 
(1
)
 
(15
)
Comprehensive income
$
119

 
$
157

 
$
418

 
$
464


The accompanying notes are an integral part of these consolidated financial statements.


3


Whole Foods Market, Inc.
Consolidated Statements of Shareholders’ Equity (unaudited)
Forty weeks ended July 3, 2016 and fiscal year ended September 27, 2015
(In millions)

 
Shares
outstanding
Common
stock
Common
stock in
treasury
Accumulated
other
comprehensive
loss
Retained
earnings
Total
shareholders’
equity
Balances at September 28, 2014
360.4

$
2,863

$
(711
)
$
(7
)
$
1,668

$
3,813

Net income




536

536

Other comprehensive loss, net of tax



(21
)

(21
)
Dividends ($0.52 per common share)




(186
)
(186
)
Issuance of common stock pursuant to team member stock plans
2.3

(34
)
100



66

Purchase of treasury stock
(13.8
)

(513
)


(513
)
Tax benefit related to exercise of team member stock options

11




11

Share-based payment expense

64




64

Other




(1
)
(1
)
Balances at September 27, 2015
348.9

2,904

(1,124
)
(28
)
2,017

3,769

Net income




419

419

Other comprehensive loss, net of tax



(1
)

(1
)
Dividends ($0.405 per common share)




(131
)
(131
)
Issuance of common stock pursuant to team member stock plans
1.1

(22
)
39



17

Purchase of treasury stock
(31.2
)

(929
)


(929
)
Tax benefit related to exercise of team member stock options

3




3

Share-based payment expense

39




39

Other




(1
)
(1
)
Balances at July 3, 2016
318.8

$
2,924

$
(2,014
)
$
(29
)
$
2,304

$
3,185


The accompanying notes are an integral part of these consolidated financial statements.


4


Whole Foods Market, Inc.
Consolidated Statements of Cash Flows (unaudited)
(In millions)

 
Forty weeks ended
 
July 3,
2016
 
July 5,
2015
Cash flows from operating activities
 
 
 
Net income
$
419

 
$
479

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
376

 
331

Share-based payment expense
39

 
51

LIFO expense
1

 
3

Deferred income tax expense
16

 
47

Excess tax benefit related to exercise of team member stock options
(4
)
 
(10
)
Accretion of premium/discount on marketable securities
1

 
14

Deferred lease liabilities
31

 
24

Other
7

 
10

Net change in current assets and liabilities:
 

 
 

Accounts receivable
(100
)
 
(19
)
Merchandise inventories
(25
)
 
(47
)
Prepaid expenses and other current assets
(39
)
 
(4
)
Accounts payable
(2
)
 
16

Accrued payroll, bonus and other benefits due team members
(27
)
 
26

Other current liabilities
57

 
72

Net change in other long-term liabilities
14

 
4

Net cash provided by operating activities
764

 
997

Cash flows from investing activities
 
 
 
Development costs of new locations
(295
)
 
(411
)
Other property and equipment expenditures
(226
)
 
(268
)
Purchases of available-for-sale securities
(311
)
 
(458
)
Sales and maturities of available-for-sale securities
375

 
497

Decrease (increase) in restricted cash
3

 
(19
)
Payment for purchase of acquired entities, net of cash acquired
(11
)
 
(4
)
Other investing activities
(12
)
 
(8
)
Net cash used in investing activities
(477
)
 
(671
)
Cash flows from financing activities
 
 
 
Purchases of treasury stock
(929
)
 
(188
)
Common stock dividends paid
(133
)
 
(137
)
Issuance of common stock
17

 
61

Excess tax benefit related to exercise of team member stock options
4

 
10

Proceeds from long-term borrowings
999

 

Proceeds from revolving line of credit
300

 

Payments on long-term debt and capital lease obligations
(306
)
 

Other financing activities
(9
)
 
(1
)
Net cash used in financing activities
(57
)
 
(255
)
Effect of exchange rate changes on cash and cash equivalents
5

 
(4
)
Net change in cash and cash equivalents
235

 
67

Cash and cash equivalents at beginning of period
237

 
190

Cash and cash equivalents at end of period
$
472

 
$
257

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Federal and state income taxes paid
$
357

 
$
263

Interest paid
$
27

 
$


The accompanying notes are an integral part of these consolidated financial statements.


5


Whole Foods Market, Inc.
Notes to Consolidated Financial Statements (unaudited)
July 3, 2016

(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of Whole Foods Market, Inc. and its consolidated subsidiaries (collectively “Whole Foods Market,” “Company,” or “we”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2015. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation. Where appropriate, we have reclassified prior year financial statements to conform to current year presentation. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. The first fiscal quarter is 16 weeks, the second and third quarters each are 12 weeks, and the fourth quarter is 12 or 13 weeks. Fiscal years 2016 and 2015 are 52-week years. The Company has one operating segment and a single reportable segment, natural and organic foods supermarkets.

The following is a summary of percentage sales by geographic area for the periods indicated:
 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016

July 5,
2015
 
July 3,
2016
 
July 5,
2015
Sales:
 
 
 
 
 
 
 
United States
96.9
%
 
96.9
%
 
97.1
%
 
96.9
%
Canada and United Kingdom
3.1

 
3.1

 
2.9

 
3.1

Total sales
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%

The following is a summary of the percentage of net long-lived assets by geographic area as of the dates indicated:
 
July 3,
2016
 
September 27,
2015
Long-lived assets, net:
 

 
 
United States
97.5
%
 
97.4
%
Canada and United Kingdom
2.5

 
2.6

Total long-lived assets, net
100.0
%
 
100.0
%

(2) Summary of Significant Accounting Policies
Recent Accounting Pronouncements
Effective September 28, 2015, the Company early adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs,” which amends the Accounting Standards Codification Subtopic 835-30. The amendments, which require that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, were adopted on a retrospective basis. The adoption of these amendments did not have a significant effect on the Company’s financial statements.


6


The following table provides a brief description of recently issued accounting pronouncements that have not yet been adopted. Early adoption is permitted for all updates unless stated.

Standard
Description
Effective Date
Effect on financial statements and other significant matters
ASU No. 2016-13
Measurement of Credit Losses on Financial Instruments(Topic 326)
The amendments guide on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. The amendments require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments also require that credit losses on available-for-sale debt securities be presented as an allowance. The amendments should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic.
First quarter of fiscal year ending September 29, 2021
We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-09
Improvements to Employee Share-Based Payment Accounting (Topic 718)
The amendments aim to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, and certain classifications on the statement of cash flows. The amendments should be applied on either a prospective, retrospective, or modified-retrospective basis depending on the subtopic.
First quarter of fiscal year ending September 30, 2018
We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-08
Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (Topic 606)
The amendments, which do not change the core principle of the guidance in Topic 606, clarify the implementation guidance on principal versus agent considerations, including how an entity should identify the unit of accounting (i.e., the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments may be applied on either a full or modified retrospective basis.
First quarter of fiscal year ending September 29, 2019
We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-07
Simplifying the Transition to the Equity Method of Accounting (Topic 323)
The amendments eliminate the requirement to retroactively apply the equity method of accounting when an investment qualifies for the use of the equity method due to an increase in the level of ownership interest or degree of influence. The amendments should be applied on a prospective basis.
First quarter of fiscal year ending September 30, 2018
We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.
ASU No. 2016-04
Recognition of Breakage for Certain Prepaid Stored-Value Products (a consensus of the Emerging Issues Task Force) (Subtopic 405-20)
The amendments require entities to recognize liabilities related to the sale of prepaid stored-value products redeemable for goods, services or cash as financial liabilities in the scope of ASC 405. Additionally, the new guidance amends ASC 405-20 to include a narrow scope exception requiring entities to recognize breakage for these liabilities in a way that is consistent with how gift card breakage will be recognized under the new revenue recognition standard. The amendments may be applied on either a full or modified retrospective basis.
First quarter of fiscal year ending September 29, 2019
We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.

7


Standard
Description
Effective Date
Effect on financial statements and other significant matters
ASU No. 2016-02
Leases (Topic 842)
The amendments require lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The amendments should be applied on a modified retrospective basis.
First quarter of fiscal year ending September 27, 2020
We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-01
Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10)
The amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet in year of adoption. Early adoption is permitted for only certain amendments of the update.
First quarter of fiscal year ending September 29, 2019
We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2015-17
Balance Sheet Classification of Deferred Taxes (Topic 740)
The amendments simplify the presentation of deferred income taxes by requiring that all deferred tax liabilities and assets be classified as noncurrent in the statement of financial position. The amendments may be applied on either a prospective or retrospective basis.
First quarter of fiscal year ending September 30, 2018
We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.
ASU No. 2015-16
Simplifying the Accounting for Measurement-Period Adjustments (Topic 805)
The amendments require that an acquirer recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are determined and eliminate the requirement to retrospectively revise prior periods. Additionally, an acquirer should record in the same period the effects on earnings of any changes in the provisional accounts, calculated as if the accounting had been completed at the acquisition date. The amendments should be applied on a prospective basis.
First quarter of fiscal year ending September 24, 2017
We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.
ASU No. 2015-11
Simplifying the Measurement of Inventory (Topic 330)
The amendments, which apply to inventory that is measured using any method other than the last-in, first-out (LIFO) or retail inventory method, require that entities measure inventory at the lower of cost and net realizable value. The amendments should be applied on a prospective basis.
First quarter of fiscal year ending September 30, 2018
We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.
ASU No. 2015-05
Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (Topic 350)
The amendments provide guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements) includes a software license and, based on that determination, how to account for such arrangements. The amendments may be applied on either a prospective or retrospective basis.
First quarter of fiscal year ending September 24, 2017
We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

8


Standard
Description
Effective Date
Effect on financial statements and other significant matters
ASU No. 2015-02
Amendments to the Consolidation Analysis (Topic 810)
The amendments revise the consolidation analysis related to limited partnerships and similar legal entities, variable interest entities, and certain investment funds. The amendments may be applied on either a full or modified retrospective basis.
First quarter of fiscal year ending September 24, 2017
We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.
ASU No. 2014-09
Revenue from Contracts with Customers (Topic 606)
The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. The amendments may be applied on either a full or modified retrospective basis.
First quarter of fiscal year ending September 29, 2019
We are currently evaluating the timing, method, and impact that the adoption of these provisions will have on the Company’s consolidated financial statements.

(3) Fair Value Measurements
The Company holds money market fund investments that are classified as cash equivalents that are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets. The Company also holds available-for-sale securities that are valued using a series of multi-dimensional relational models and series of matrices with standard inputs obtained from readily available pricing sources and other observable market data, such as benchmark yields and base spread. Equity interests measured at fair value are based on quoted prices for similar assets in active markets.

The carrying amounts of accrued payroll, bonuses and other benefits due team members, and other accrued expenses approximate fair value because of their short maturities. Store closure reserves and estimated workers’ compensation claims are recorded at net present value to approximate fair value.

The Company held the following financial assets measured at fair value on a recurring basis based on the hierarchy levels indicated (in millions):
July 3, 2016
Level 1 Inputs
 
Level 2 Inputs
 
Level 3 Inputs
 
Total
Cash equivalents:
 
 
 
 
 
 
 
Money market fund
$
165

 
$

 
$

 
$
165

Commercial paper

 
46

 

 
46

Municipal bonds

 
18

 

 
18

Marketable securities - available-for-sale:
 
 
 
 
 
 
 
Municipal bonds

 
153

 

 
153

Other assets:
 
 
 
 
 
 
 
Equity interests

 
7

 

 
7

Total
$
165

 
$
224


$


$
389

September 27, 2015
Level 1 Inputs
 
Level 2 Inputs
 
Level 3 Inputs
 
Total
Cash equivalents:
 
 
 
 
 
 
 
Money market fund
$
32

 
$

 
$

 
$
32

Marketable securities - available-for-sale:
 
 
 
 
 
 
 
Asset-backed securities

 
13

 

 
13

Certificates of deposit

 
2

 

 
2

Corporate bonds

 
30

 

 
30

Municipal bonds

 
173

 

 
173

Total
$
32

 
$
218

 
$

 
$
250


The estimated fair value of the Company’s long-term debt is included in Note 8 “Long-Term Debt.”


9


(4) Investments
The Company holds investments primarily in marketable securities that are classified as either short- or long-term available-for-sale securities. The Company held the following investments at fair value as of the dates indicated (in millions):
 
July 3,
2016
 
September 27,
2015
Short-term marketable securities - available-for-sale:
 
 
 
Asset-backed securities
$

 
$
10

Certificates of deposit

 
2

Corporate bonds

 
15

Municipal bonds
153

 
128

Total short-term marketable securities
$
153

 
$
155

Long-term marketable securities - available-for-sale:
 
 
 
Asset-backed securities
$

 
$
3

Corporate bonds

 
15

Municipal bonds

 
45

Total long-term marketable securities
$

 
$
63


Gross unrealized holding gains and losses were not material at July 3, 2016 or September 27, 2015. There were no available-for-sale securities in unrealized loss position at July 3, 2016. Available-for-sale securities totaling approximately $58 million were in unrealized loss positions at September 27, 2015. The aggregate value of available-for-sale securities in a continuous unrealized loss position for greater than 12 months was not material at September 27, 2015. The Company did not recognize any other-than-temporary impairments during the forty weeks ended July 3, 2016 or fiscal year ended September 27, 2015. The average effective maturity of the Company’s short-term available-for-sale securities was less than one month at July 3, 2016 and approximately seven months at September 27, 2015. The average effective maturity of the Company’s long-term available-for-sale securities was approximately 16 months at September 27, 2015.

At July 3, 2016 and September 27, 2015, the Company held approximately $14 million in equity interests which were accounted for using the cost method of accounting. In addition, the Company held approximately $7 million in equity interests which are measured at fair value at July 3, 2016. Equity interests accounted for using the equity method were not material at July 3, 2016 or September 27, 2015.

(5) Goodwill and Other Intangible Assets
There were no additions or adjustments to goodwill during the forty weeks ended July 3, 2016. Additions and adjustments to goodwill were not material during the forty weeks ended July 5, 2015. Additions of other intangible assets were not material during the forty weeks ended July 3, 2016 or the same period of the prior fiscal year. The components of intangible assets as of the dates indicated were as follows (in millions):
 
July 3, 2016
 
September 27, 2015
 
Gross carrying
amount
 
Accumulated
amortization
 
Gross carrying
amount
 
Accumulated
amortization
Definite-lived contract-based
$
122

 
$
(54
)
 
$
122

 
$
(50
)
Indefinite-lived contract-based
8

 
 
 
7

 
 
Total
$
130

 
$
(54
)
 
$
129

 
$
(50
)

Amortization expense associated with intangible assets was not material during the twelve and forty weeks ended July 3, 2016 or the same periods of the prior fiscal year. Future amortization expense associated with the net carrying amount of definite-lived intangible assets is estimated to be as follows (in millions):
Remainder of fiscal year 2016
$
1

Fiscal year 2017
6

Fiscal year 2018
5

Fiscal year 2019
5

Fiscal year 2020
5

Future fiscal years
46

Total
$
68





10


(6) One-Time Termination Benefits
During fiscal year 2015, the Company communicated to certain team members its plan of termination to reduce a number of positions through the first quarter of fiscal year 2016 as part of its ongoing commitment to lower prices for its customers and invest in technology upgrades while improving its cost structure. The Company recorded one-time termination benefits in the fourth quarter of fiscal year 2015 totaling $34 million, included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Operations. The plan was substantially completed during the first quarter of fiscal year 2016, and adjustments to the related restructuring charges were not material.

(7) Reserves for Closed Properties
The following table provides a summary of activity in reserves for closed properties during the forty weeks ended July 3, 2016 and fiscal year ended September 27, 2015 (in millions):
 
July 3,
2016
 
September 27,
2015
Beginning balance
$
28

 
$
31

Additions
4

 
9

Usage
(8
)
 
(13
)
Adjustments
2

 
1

Ending balance
$
26

 
$
28


(8) Long-Term Debt
Credit Agreement
On November 2, 2015, the Company entered into a credit facility (the “Credit Agreement”) that provides for an unsecured revolving credit facility in the aggregate principal amount of $500 million, which may be increased from time to time by up to $250 million in the aggregate pursuant to an expansion feature set forth in the Credit Agreement. The Credit Agreement also provides for a letter of credit subfacility of up to $250 million and a swingline subfacility of up to $50 million. The Credit Agreement is scheduled to mature, and the commitments thereunder will terminate, on November 2, 2020.

Under the Credit Agreement, Eurodollar borrowings bear interest at a variable rate equal to an adjusted London interbank offered rate (“Adjusted LIBO Rate”) for a one, two, three, or six month interest period, plus a margin between 1.125% to 1.750%. Other borrowings, including swingline loans, bear interest at a variable rate equal to the greatest of the Prime Rate, the Federal Funds Rate plus 0.5%, and the Adjusted LIBO Rate for a one-month interest period plus 1%, in each case plus a margin of 0.125% to 0.750%. For all borrowings, the applicable margin is based on the Company’s leverage ratio. Additionally, the Company will pay a commitment fee ranging from 0.125% to 0.300%, based on the Company’s leverage ratio, on the average daily amount of the undrawn commitments under the Credit Agreement payable quarterly.

The Credit Agreement includes customary representations and warranties, certain affirmative covenants including the maintenance of certain financial ratios, certain negative covenants including limitations on additional indebtedness and payments as defined in the agreement, and events of default. At July 3, 2016, we were in compliance with all applicable debt covenants. Subject to certain exceptions, obligations under the Credit Agreement are guaranteed by certain of the Company’s material domestic subsidiaries.

During the first quarter of fiscal year 2016, the Company borrowed and repaid $300 million under the Credit Agreement. At July 3, 2016, the Company had no amounts outstanding. Commitment fees paid on undrawn amounts were not material during the forty weeks ended July 3, 2016.

Senior Notes
On December 3, 2015, the Company completed the offering of $1.0 billion of 5.2% senior notes due 2025 (the “Notes”). The Notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

The Notes bear interest at a fixed rate equal to 5.2% per year, payable semiannually, and mature on December 3, 2025. The interest rate payable on the Notes is subject to adjustment upon the occurrence of certain credit rating events described in the indenture. The Notes are guaranteed on an unsecured, unsubordinated basis by certain subsidiaries of the Company.


11


The Notes are subject to customary covenants restricting the Company’s and its subsidiaries’ ability, subject to certain exceptions, to incur debt secured by liens or to enter into sale and leaseback transactions and restricting the Company’s ability to merge or consolidate with another entity or sell substantially all of its assets to another person. Prior to September 3, 2025, the Company may redeem the Notes at the Company’s option at any time either in whole or in part for a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus the applicable make-whole premium, plus accrued and unpaid interest thereon. On or after September 3, 2025, the Company may redeem the Notes at the Company’s option at any time either in whole or in part for a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon.

The components of long-term debt as of the dates indicated were as follows (in millions):
 
July 3,
2016
 
September 27,
2015
5.2% senior notes due 2025
$
1,000

 
$

Less: unamortized discount and debt issuance costs related to senior notes
(7
)
 

Carrying value of senior notes
993

 

Capital lease obligations
59

 
65

Total long-term debt and capital lease obligations
1,052

 
65

Less: current installments
(3
)
 
(3
)
Total long-term debt and capital lease obligations, less current installments
$
1,049

 
$
62


The Notes are recorded at cost net of discount and issuance costs. The effective interest rate of the Notes, which includes interest on the Notes and amortization of discount and issuance costs, is approximately 5.28%. The estimated fair value of the Notes at July 3, 2016, based on observable market prices (Level 2), exceeded the carrying value by approximately $80 million.

(9) Income Taxes
Income taxes resulted in an effective tax rate of approximately 39.0% and 38.4% for the twelve and forty weeks ended July 3, 2016, respectively, compared to approximately 39.0% for each of the same periods of the prior fiscal year. The lower effective tax rate for the forty weeks ended July 3, 2016 compared to the prior fiscal year is due to the recognition of an environmental tax credit related to the development of a new store.

(10) Shareholders’ Equity
Dividends per Common Share
The following table provides a summary of dividends declared per common share during fiscal year 2016 to date and fiscal year 2015 (in millions, except per share amounts):
Date of declaration
Dividend per
common share
 
Date of record
 
Date of payment
 
Total amount
Fiscal year 2016:
 
 
 
 
 
 
 
November 4, 2015
$
0.135

 
January 15, 2016
 
January 26, 2016
 
$
44

March 9, 2016
0.135

 
April 8, 2016
 
April 19, 2016
 
44

June 7, 2016(1)
0.135

 
July 1, 2016
 
July 12, 2016
 
43

Fiscal year 2015:
 
 
 
 
 
 
 
November 5, 2014
$
0.130

 
January 16, 2015
 
January 27, 2015
 
$
47

March 10, 2015
0.130

 
April 10, 2015
 
April 21, 2015
 
47

June 9, 2015
0.130

 
July 2, 2015
 
July 14, 2015
 
47

September 15, 2015
0.130

 
October 2, 2015
 
October 13, 2015
 
45

(1) Dividend accrued at July 3, 2016

Treasury Stock
On November 4, 2015, a new share repurchase program was authorized pursuant to the authority of the Company’s Board of Directors (the “Board”) whereby the Company may make up to $1.0 billion in stock repurchases of outstanding shares of the common stock of the Company. The following table outlines the share repurchase programs authorized by the Board, and the related repurchase activity and available authorization as of July 3, 2016 (in millions):
Effective date
Expiration date
 
Amount authorized
 
Cost of repurchases
 
Authorization available
August 1, 2014
August 1, 2016
 
$
1,000

 
$
1,000

 
$

November 4, 2015
Not applicable
 
1,000

 
542

 
458


12


Under the share repurchase program, purchases can be made from time to time using a variety of methods, which may include open market purchases. The current repurchase program does not have an expiration date and the specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The Board’s authorization of the share repurchase program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time at the Company’s discretion.

Share repurchase activity for the periods indicated was as follows (in millions, except per share amounts):
 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016
 
July 5,
2015
 
July 3,
2016
 
July 5,
2015
Number of common shares acquired
6.5

 
2.1

 
31.2

 
3.9

Average price per common share acquired
$
30.01

 
$
45.98

 
$
29.85

 
$
48.29

Total cost of common shares acquired
$
195

 
$
98

 
$
929

 
$
188


The Company reissued approximately 1.1 million treasury shares at cost of approximately $39 million and approximately 2.1 million treasury shares at cost of approximately $90 million to satisfy the issuance of common stock pursuant to team member stock plans during the forty weeks ended July 3, 2016 and July 5, 2015, respectively. At July 3, 2016 and September 27, 2015, the Company held in treasury approximately 58.2 million shares and 28.2 million shares, respectively, totaling approximately $2.0 billion and $1.1 billion, respectively.

(11) Earnings per Share
The computation of basic earnings per share is based on the number of weighted average common shares outstanding during the period. The computation of diluted earnings per share includes the dilutive effect of common stock equivalents consisting of incremental common shares deemed outstanding from the assumed exercise of stock options and the dilutive effect of restricted stock awards. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows (in millions, except per share amounts):
 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016
 
July 5,
2015
 
July 3,
2016
 
July 5,
2015
Net income
(numerator for basic and diluted earnings per share)
$
120

 
$
154

 
$
419

 
$
479

 
 
 
 
 
 
 
 
Weighted average common shares outstanding
(denominator for basic earnings per share)
320.6

 
358.5

 
328.4

 
359.6

Incremental common shares attributable to dilutive effect of share-based awards
0.6

 
2.0

 
0.9

 
2.6

Weighted average common shares outstanding and
potential additional common shares outstanding
(denominator for diluted earnings per share)
321.2

 
360.5

 
329.3

 
362.2

 
 
 
 
 
 
 
 
Basic earnings per share
$
0.37

 
$
0.43

 
$
1.27

 
$
1.33

 
 
 
 
 
 
 
 
Diluted earnings per share
$
0.37

 
$
0.43

 
$
1.27

 
$
1.32


The computation of diluted earnings per share for the twelve and forty weeks ended July 3, 2016 does not include share-based awards to purchase approximately 23.6 million shares and 20.8 million shares of common stock, respectively, due to their antidilutive effect. The computation of diluted earnings per share for the twelve and forty weeks ended July 5, 2015 does not include share-based awards to purchase approximately 13.8 million shares and 9.8 million shares of common stock, respectively, due to their antidilutive effect.

(12) Share-Based Payments
Share-based payment expense, primarily included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Operations, totaled approximately $11 million and $39 million, respectively, during the twelve and forty weeks ended July 3, 2016, and totaled approximately $14 million and $51 million, respectively, for the same periods of the prior fiscal year. At July 3, 2016 and September 27, 2015, approximately 29.8 million shares and 32.9 million shares of the Company’s common stock, respectively, were available for future stock incentive grants.

13


Stock Options
During the twelve and forty weeks ended July 3, 2016, the Company awarded approximately 4.9 million stock options and 5.0 million stock options, respectively, pursuant to the Whole Foods Market 2009 Stock Incentive Plan compared to approximately 4.8 million stock options and 5.3 million stock options, respectively, for the same periods of the prior fiscal year. The weighted average grant date fair value of options granted during the forty weeks ended July 3, 2016 and July 5, 2015 was $6.71 and $10.19, respectively.

The fair value of stock option grants during the forty weeks ended July 3, 2016 and July 5, 2015 has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
 
2016

 
2015

Expected dividend yield
1.73
%
 
1.00
%
Risk-free interest rate
1.08
%
 
1.20
%
Expected volatility
31.30
%
 
29.73
%
Expected life, in years
4.05

 
4.04


Total share-based payment expense related to vesting stock options totaled approximately $10 million and $37 million for the twelve and forty weeks ended July 3, 2016, respectively, and approximately $13 million and $48 million, respectively, for the same periods of the prior fiscal year. At July 3, 2016 and September 27, 2015, there was approximately $82 million and $95 million of unrecognized share-based payment expense, respectively, related to unvested stock options, net of estimated forfeitures, related to approximately 10.5 million shares and 11.5 million shares, respectively. The Company anticipates this expense to be recognized over a weighted average period of 3.1 years.

(13) Commitments and Contingencies
The Company is exposed to claims and litigation matters arising in the ordinary course of business and uses various methods to resolve these matters in a manner that we believe best serves the interests of our stakeholders. From time to time we are a party to legal proceedings including matters involving shareholder claims, personnel and employment issues, personal injury, product liability, protecting our intellectual property, regulatory practices, acquisitions and other proceedings arising in the ordinary course of business. These matters have not resulted in any material losses to date. Certain litigation cases have been certified as class or collective actions and may seek substantial damages.

Our primary contingencies are associated with insurance and self-insurance obligations and litigation matters. Additionally, the Company has retention agreements with certain members of Company management which provide for payments under certain circumstances including change of control. Estimation of our insurance and self-insurance liabilities requires significant judgments, and actual claim settlements and associated expenses may differ from our current provisions for loss. We have exposures to loss contingencies arising from pending or threatened litigation for which assessing and estimating the outcomes of these matters involve substantial uncertainties.

The Company evaluates contingencies on an ongoing basis and has established loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated, and is not currently a party to any legal proceeding that management believes could have a material adverse effect on our results of operations. Insurance and legal settlement liabilities are included in the “Other current liabilities” line item on the Consolidated Balance Sheets. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities.

14


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Disclaimer on Forward-looking Statements
Certain statements in this report and from time to time in other filings with the Securities and Exchange Commission, news releases, reports, and other written and oral communications made by us and our representatives, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “see,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and include references to assumptions and relate to our future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this analysis are forward-looking statements that involve risks and uncertainties that may cause our actual results to be materially different from such forward-looking statements and could materially adversely affect our business, financial condition, operating results and cash flows. These risks and uncertainties include general business conditions, changes in overall economic conditions that impact consumer spending, the impact of competition and other factors which are often beyond the control of the Company, as well other risks listed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2015 and risks and uncertainties not presently known to us or that we currently deem immaterial. We wish to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. We do not undertake any obligation to update forward-looking statements.

This information should be read in conjunction with the consolidated financial statements and the accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2015.

Overview
Whole Foods Market is the leading natural and organic foods supermarket, the first national “Certified Organic” grocer, and uniquely positioned as America’s Healthiest Grocery Store™. We are a mission-driven company that aims to set the standards of excellence in food retailing. Our success is measured by customer satisfaction, team member happiness and excellence, return on invested capital, active environmental stewardship, service in our local and global communities, and win-win supplier partnerships, among other things. Through our growth, we have had a significant and positive impact on the natural and organic foods movement throughout the United States, helping lead the industry to nationwide acceptance. The Company incorporated in 1978, opened the first Whole Foods Market store in 1980, and as of July 3, 2016, operated 452 stores: 432 stores in 42 U.S. states and the District of Columbia; 11 stores in Canada; and 9 stores in the United Kingdom. We have one operating segment, natural and organic foods supermarkets.

Our continued growth depends on our ability to increase sales in our comparable stores and open new stores. Our growth strategy includes opening new stores in existing and new areas and operating those stores successfully. The Company’s average weekly sales and gross profit as a percentage of sales are typically highest in the second and third fiscal quarters, and lowest in the fourth fiscal quarter due to seasonally slower sales during the summer months. Gross profit as a percentage of sales is typically lower in the first fiscal quarter due to the product mix of holiday sales.

Sales of a store are deemed to be comparable commencing in the fifty-seventh full week after the store was opened or acquired. The calculation of comparable store sales excludes sales from relocated and remodeled stores with square footage changes greater than 20% to reduce the impact of square footage changes on the comparison. Stores closed for eight or more days are excluded from the comparable store base from the first fiscal week of closure until re-opened for a full fiscal week. Comparable store sales growth is calculated on a same-calendar-week to same-calendar-week constant currency basis. Companies define comparable store sales differently; thus growth rates across companies may not be comparable.

The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. Fiscal years 2016 and 2015 are 52-week years.

Economic and Industry Factors
Food retailing is a large, intensely competitive industry and is evolving at an incredibly fast pace. Consumers have more options than ever before. Our competition includes but is not limited to local, regional, national and international conventional and specialty supermarkets, natural foods stores, warehouse membership clubs, online retailers, smaller specialty stores, farmers’ markets, restaurants and home delivery, each of which competes with us on the basis of store ambiance and experience, product selection and quality, customer service, price, convenience or a combination of these factors.

We offer the broadest selection of high-quality natural and organic products, with a strong emphasis on perishable foods. We believe our high quality standards differentiate our stores from other supermarkets and enable us to attract and maintain a broad

15


base of loyal customers. Our groundbreaking quality standards ban hundreds of ingredients commonly found in other stores as well as numerous manufacturing, farming, fishing and ranching practices that don’t measure up.

Third Quarter of Fiscal Year 2016 Summary

Record total sales of $3.7 billion, a 1.9% increase over the prior year
Comparable store sales decrease of 2.6%
Net income of $120 million, or 3.2% of sales
Diluted earnings per share of $0.37
EBITDA of $326 million, or 8.8% of sales
Adjusted Return on Invested Capital (“ROIC”) of 13.0%

During the twelve weeks ended July 3, 2016, we produced approximately $189 million in cash flows from operations, returned approximately $44 million in quarterly dividends to common shareholders and repurchased approximately $195 million of our common stock, or approximately 6.5 million shares. At July 3, 2016, we had approximately $1.1 billion in total debt and approximately $1.1 billion in total available capital.

Fourth Quarter of Fiscal Year 2016 Outlook
If comparable store sales in the fourth quarter of fiscal year 2016 are in line with the 2.4% quarter-to-date decrease at July 27, 2016 and healthcare cost trends continue, the Company would expect sales growth of approximately 2% and diluted earnings per share of $0.23 to $0.24 for the quarter. While the Company is hopeful that comparable store sales will improve over the remainder of the quarter as comparisons get easier and sales-building initiatives gain traction, the Company expects some ongoing offsetting impact from its value strategy and disinflation. The Company has opened three new stores as of July 27, 2016 and expects to open two additional stores in the fourth quarter.

Results of Operations
The following table sets forth the Company’s consolidated statements of operations data expressed as a percentage of sales:
 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016
 
July 5,
2015
 
July 3,
2016
 
July 5,
2015
Sales
100.0
 %
 
100.0
%
 
100.0
 %
 
100.0
%
Cost of goods sold and occupancy costs
65.3

 
64.4

 
65.5

 
64.6

Gross profit
34.7

 
35.6

 
34.5

 
35.4

Selling, general and administrative expenses
28.5

 
28.4

 
28.3

 
28.4

Pre-opening expenses
0.5

 
0.3

 
0.4

 
0.4

Relocation, store closure and lease termination costs
0.1

 
0.1

 
0.1

 
0.1

Operating income
5.6

 
6.8

 
5.7

 
6.5

Interest expense
(0.3
)
 

 
(0.2
)
 

Investment and other income

 
0.1

 
0.1

 
0.1

Income before income taxes
5.3

 
6.9

 
5.6

 
6.6

Provision for income taxes
2.1

 
2.7

 
2.1

 
2.6

Net income
3.2
 %
 
4.2
%
 
3.4
 %
 
4.0
%
Figures may not sum due to rounding

Sales for the twelve and forty weeks ended July 3, 2016 totaled approximately $3.7 billion and $12.2 billion, respectively, increasing 1.9% and 2.3%, respectively, over the same periods of the prior fiscal year. Comparable store sales during the twelve and forty weeks ended July 3, 2016 and the same periods of the prior fiscal year are reflected in the table below.
 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016
 
July 5,
2015
 
July 3,
2016
 
July 5,
2015
Comparable store sales
(2.6
)%
 
1.3
%
 
(2.4
)%
 
3.3
%
Change in transactions
(2.7
)%
 
0.8
%
 
(2.1
)%
 
1.3
%
Change in basket size
0.1
 %
 
0.5
%
 
(0.3
)%
 
2.0
%

The rapid expansion of natural and organic product offerings across many new, as well as existing, competitors has had a negative impact on our comparable store sales growth over the last two years. While we continue to see a moderation in transaction count growth from the negative impact of competitors and cannibalization on our comparable store sales growth over the last year,

16


we saw a significant improvement in items per basket during the twelve weeks ended July 3, 2016. The improvement in items per basket more than offset decreases in transactions and average price per item. We expanded our produce price investments and launched weekly deep discount promotions in several categories. The combination of our value strategy, disinflation in some categories, and customers trading down to lower-priced items resulted in a year-over-year decline in average price per item. While our value strategy is continuing to negatively impact comparable store sales, we are seeing a broad-based lift in items per basket and are encouraged by improving traffic trends in certain key departments, particularly produce. Comparable stores contributed approximately 94.5% and 94.1% of total sales for the twelve and forty weeks ended July 3, 2016, respectively, compared to approximately 92.9% and 93.4%, respectively, for the same periods of the prior fiscal year. As of July 3, 2016, there were 420 locations in the comparable store base as compared to 383 locations at July 5, 2015.

The Company’s gross profit as a percentage of sales for the twelve and forty weeks ended July 3, 2016 was approximately 34.7% and 34.5%, respectively, compared to approximately 35.6% and 35.4%, respectively, for the same periods of the prior fiscal year. Gross profit for the forty weeks ended July 5, 2015 included a supplier credit of approximately $9 million or 8 basis points as a percentage of sales. Excluding the impact of the supplier credit, gross profit declined 84 basis points year over year for the forty weeks ended July 3, 2016 driven by an increase in cost of goods sold as a percentage of sales, primarily reflecting our value efforts.

Selling, general and administrative expenses as a percentage of sales were approximately 28.5% and 28.3% for the twelve and forty weeks ended July 3, 2016, respectively, compared to approximately 28.4% for the same periods of the prior fiscal year. During the twelve and forty weeks ended July 3, 2016, selling, general and administrative expenses included an 82 basis point and 65 basis point improvement in wages, respectively, that was more than offset by higher healthcare, depreciation, marketing and technology expenses as a percentage of sales. Higher-than-expected healthcare expenses were due to an increase in catastrophic claims and costs for certain prescription medicines, while technology and marketing investments were in line with our expectations. Technology expense and related depreciation increased during the twelve and forty weeks ended July 3, 2016 by approximately $10 million and $30 million, respectively, primarily due to costs associated with the rollout of our new unified point-of-sale system. Marketing expenses increased during the twelve weeks ended July 3, 2016 by approximately $8 million, primarily related to investments in paid media. The forty weeks ended July 5, 2015 included approximately $13 million associated with the Company’s national brand campaign.

Pre-opening expenses totaled approximately $18 million and $49 million for the twelve and forty weeks ended July 3, 2016, respectively, compared to approximately $12 million and $53 million, respectively, for the same periods of the prior fiscal year.

Relocation, store closure and lease termination costs totaled approximately $2 million and $8 million for the twelve and forty weeks ended July 3, 2016, respectively, compared to approximately $2 million and $12 million, respectively, for the same periods of the prior fiscal year.

The numbers of stores opened and relocated were as follows:
 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016
 
July 5,
2015
 
July 3,
2016
 
July 5,
2015
New stores
11

 
8

 
21

 
23

Relocated stores
1

 

 
2

 
5


Interest expense, primarily related to the Company’s $1.0 billion offering of 5.2% senior notes completed on December 3, 2015, totaled approximately $12 million and $30 million for the twelve and forty weeks ended July 3, 2016, respectively. Interest expense was not material for the twelve and forty weeks ended July 5, 2015.

Investment and other expense for the twelve weeks ended July 3, 2016 totaled approximately $1 million, primarily related to net investment losses partially offset by gift card breakage. Investment and other income, which includes gift card breakage, investment gains and losses, interest income, and other income, totaled approximately $8 million for the forty weeks ended July 3, 2016 compared to approximately $5 million and $12 million, respectively, for the same periods of the prior fiscal year.

Income taxes resulted in an effective tax rate of approximately 39.0% and 38.4% for the twelve and forty weeks ended July 3, 2016, respectively, compared to approximately 39.0% for each of the same periods of the prior fiscal year. The lower effective tax rate for the forty weeks ended July 3, 2016 compared to the prior fiscal year is due to the recognition of an environmental tax credit related to the development of a new store. The effective tax rate for the 2016 fiscal year is expected to be 38.5%.


17


Non-GAAP measures
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides information regarding Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Return on Invested Capital (“ROIC”) and adjusted ROIC as additional information about its operating results. These measures are not in accordance with, or an alternative to, GAAP. We believe that these presentations provide useful information to management, analysts and investors regarding certain additional financial and business trends relating to our results of operations and financial condition. In addition, management uses these measures for reviewing the financial results of the Company as well as a component of incentive compensation. Management believes ROIC and adjusted ROIC are useful to investors and analysts because each measures how effectively we are deploying our assets.

The following is a tabular reconciliation of the non-GAAP financial measure EBITDA to GAAP net income, which the Company believes is the most directly comparable GAAP financial measure. EBITDA was as follows (in millions):
 
Twelve weeks ended
 
Forty weeks ended
 
July 3,
2016
 
July 5,
2015
 
July 3,
2016
 
July 5,
2015
Net income
$
120

 
$
154

 
$
419

 
$
479

Provision for income taxes
76

 
98

 
261

 
306

Interest expense
12

 

 
30

 

Investment and other income
1

 
(5
)
 
(8
)
 
(12
)
Operating income
209

 
247

 
702

 
773

Depreciation and amortization
117

 
106

 
376

 
331

EBITDA
$
326

 
$
353

 
$
1,078

 
$
1,104


The Company defines ROIC as ROIC earnings divided by average invested capital. ROIC earnings and adjustments to ROIC earnings are defined in the following tabular reconciliation. Invested capital reflects a trailing four-quarter average. ROIC and adjusted ROIC were as follows (in millions):
 
Fifty-two weeks ended
 
July 3,
2016
 
July 5,
2015
Net income
$
475

 
$
607

Interest expense, net of tax
18

 

ROIC earnings
493

 
607

Total rent expense, net of tax (1)
279

 
258

Estimated depreciation on capitalized operating leases, net of tax (2)
(186
)
 
(172
)
ROIC earnings, including the effect of capitalized operating leases
$
586

 
$
693

 
 
 
 
Average working capital, excluding current portion of long-term debt
$
598

 
$
525

Average property and equipment, net
3,240

 
2,999

Average other assets
1,016

 
1,090

Average other liabilities
(682
)
 
(620
)
Average invested capital
4,172

 
3,994

Average estimated asset base of capitalized operating leases (3)
3,632

 
3,378

Average invested capital, including the effect of capitalized operating leases
$
7,804

 
$
7,372

 
 
 
 
ROIC
11.8%

 
15.2%

ROIC, including the effect of capitalized operating leases
7.5%

 
9.4%


18


 
Fifty-two weeks ended
 
July 3,
2016
 
July 5,
2015
Net income
$
475

 
$
607

Interest expense, net of tax
18

 

Adjustments, net of tax (4)
48

 
1

Adjusted ROIC earnings
541

 
608

Total rent expense, net of tax (1)
279

 
258

Estimated depreciation on capitalized operating leases, net of tax (2)
(186
)
 
(172
)
Adjusted ROIC earnings, including the effect of capitalized operating leases
$
634

 
$
694

 
 
 
 
Average working capital, excluding current portion of long-term debt
$
598

 
$
525

Average property and equipment, net
3,240

 
2,999

Average other assets
1,016

 
1,090

Average other liabilities
(682
)
 
(620
)
Average invested capital
4,172

 
3,994

Average estimated asset base of capitalized operating leases (3)
3,632

 
3,378

Average invested capital, including the effect of capitalized operating leases
$
7,804

 
$
7,372

 
 
 
 
Adjusted ROIC
13.0%

 
15.2%

Adjusted ROIC, including the effect of capitalized operating leases
8.1%

 
9.4%


(1) Total rent includes minimum base rent of all tendered leases
(2) Estimated depreciation equals two-thirds of total rent expense
(3) Estimated asset base equals eight times total annualized rent expense
(4) Adjustments include non-cash asset impairment charges and Q4 2015 restructuring charge

Liquidity and Capital Resources and Changes in Financial Condition
The following table summarizes the Company’s cash and short-term investments as of the dates indicated (in millions):
 
July 3,
2016
 
September 27,
2015
Cash and cash equivalents
$
472

 
$
237

Short-term investments - available-for-sale securities
153

 
155

Total
$
625

 
$
392


Additionally, the Company had $500 million available under its revolving credit facility at July 3, 2016 and held long-term investments in available-for-sale securities totaling approximately $63 million at September 27, 2015.

We generated cash flows from operating activities totaling approximately $764 million during the forty weeks ended July 3, 2016 compared to approximately $997 million during the same period of the prior fiscal year. The decrease in cash flows from operating activities resulted primarily from lower net income plus non-cash expenses and changes in operating working capital. During the forty weeks ended July 3, 2016, operating working capital included additional federal and state income tax payments of approximately $94 million, payment of restructuring charges totaling approximately $31 million, and interest payments totaling $27 million compared to the same period of the prior fiscal year.

Net cash used in investing activities totaled approximately $477 million for the forty weeks ended July 3, 2016 compared to approximately $671 million for the same period of the prior fiscal year. Net sales and maturities of available-for-sale securities totaled approximately $64 million during the forty weeks ended July 3, 2016 compared to approximately $39 million for the same period of the prior fiscal year. Our principal historical capital requirements have been the funding of the development or acquisition of new stores, the acquisition of property and equipment for existing stores, and technology investments. The required cash investment for new stores varies depending on the size of the new store, geographic location, degree of work performed by the landlord and complexity of site development issues. Capital expenditures for the forty weeks ended July 3, 2016 totaled approximately $521 million, of which approximately $295 million was for the development of new locations. Capital expenditures for the forty weeks ended July 5, 2015 totaled approximately $679 million, of which approximately $411 million was for the development of new locations.


19


The Company sees the potential for 1,200 Whole Foods Market stores in the United States, with the new 365 format expanding the growth opportunity beyond 1,200 stores. The following table provides additional information about the Company’s new and acquired stores and development pipeline for Whole Foods Market and 365 stores scheduled to open through fiscal year 2021:
 
New and acquired
stores during
fiscal year 2015
 
New stores during fiscal year 2016
as of
July 27, 2016
 
Leases signed as of July 27, 2016
 
 
 
WFM
 
365
 
Total
Number of stores (including relocations)
38

 
26

 
86

 
20

 
106

Number of relocations
6

 
2

 
17

 

 
17

Percentage in new markets
11%

 
23%

 
16%

 
25%

 
18%

Total square footage
1,653,000

 
1,104,000

 
3,972,000

 
522,000

 
4,494,000


We believe we will produce operating cash flows in excess of the capital expenditures needed to open the 106 stores in our current store development pipeline. We have a disciplined, opportunistic real estate strategy, opening stores in existing trade areas as well as new areas, including international locations. Our growth strategy is to expand primarily through new store openings, and while we may pursue acquisitions of smaller chains that provide access to desirable geographic areas and experienced team members, such acquisitions are not expected to significantly impact our future store growth or financial results.

Net cash used in financing activities totaled approximately $57 million for the forty weeks ended July 3, 2016 compared to approximately $255 million for the same period of the prior fiscal year.

On November 2, 2015, the Company entered into new $500 million five-year revolving credit facility (the “Credit Agreement”). The Credit Agreement is scheduled to mature, and the commitments thereunder will terminate, on November 2, 2020. During the first quarter of fiscal year 2016, the Company borrowed and repaid $300 million under the Credit Agreement.

On December 3, 2015, the Company completed its offering of $1.0 billion aggregate principal amount of its 5.2% senior notes due 2025 (the “Notes”). In connection with the offering of the Notes, the Company entered into a registration rights agreement pursuant to which, among other things, the Company agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Exchange Offer Registration Statement”) relating to an offer to exchange (the "Exchange Offer") the Notes for new SEC-registered notes (the “Exchange Notes”) containing terms substantially identical to the Notes (except that the transfer restrictions on the Exchange Notes will be modified or eliminated and there will be no registration rights). In the event that the Company is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy or, in certain other circumstances, including if for any reason the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to December 2, 2016, the Company will file with the SEC a shelf registration statement with respect to resales of the Notes by the holders thereof. Pursuant to the registration rights agreement, the interest rate on the Notes is subject to increase under certain circumstances during any period in which the Company is not in compliance with its obligations under the registration rights agreement. Although the Company intends to file the Exchange Offer Registration Statement and consummate the Exchange Offer in a manner consistent with the registration rights agreement, the Company can provide no assurances that the Exchange Offer will be consummated on the terms contemplated in the registration rights agreement or at all, or that the Company will not be subject to increased interest expense as a result of its non-compliance with the registration rights agreement.

The Notes will mature on December 3, 2025. The Company intends to use net proceeds from the offering for general corporate purposes, including stock repurchases and the repayment of indebtedness from time to time.

Additional information regarding the Credit Agreement and the Notes is included in Note 8 of the Notes to the Consolidated Financial Statements.


20


Share repurchase activity for fiscal year 2016 through July 3, 2016 and fiscal year 2015 was as follows (in millions, except per share amounts):
 
Number of common shares acquired (1)
 
Average price per common share acquired
 
Total cost of common shares acquired
Fiscal year 2016:
 
 
 
 
 
First Quarter
21.2

 
$
29.96

 
$
634

Second Quarter
3.5

 
28.88

 
100

Third Quarter
6.5

 
30.01

 
195

Total fiscal year 2016
31.2

 
$
29.85

 
$
929

Fiscal year 2015:
 
 
 
 
 
First Quarter
0.9

 
$
47.39

 
$
43

Second Quarter
0.9

 
55.02

 
47

Third Quarter
2.1

 
45.98

 
98

Fourth Quarter
9.9

 
32.66

 
325

Total fiscal year 2015
13.8

 
$
37.06

 
$
513

(1) Number of shares may not sum due to rounding

During the first quarter of fiscal year 2016, a new share repurchase program was authorized pursuant to the authority of the Company’s Board of Directors (the “Board”) whereby the Company may make up to $1.0 billion in stock repurchases of outstanding shares of the common stock of the Company. The following table outlines the share repurchase programs authorized by the Board, and the related repurchase activity and available authorization as of July 3, 2016 (in millions):
Effective date
Expiration date
 
Amount authorized
 
Cost of repurchases
 
Authorization available
August 1, 2014
August 1, 2016
 
$
1,000

 
$
1,000

 
$

November 4, 2015
Not applicable
 
1,000

 
542

 
458


Under the share repurchase program, purchases can be made from time to time using a variety of methods, which may include open market purchases. The current repurchase program does not have an expiration date and the specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The Board’s authorization of the share repurchase program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time at the Company’s discretion.

During the first quarter of fiscal year 2016, the Board increased the Company’s quarterly dividend to $0.135 per common share from $0.130 per common share. The following table provides a summary of dividends declared per common share during fiscal year 2016 to date and fiscal year 2015 (in millions, except per share amounts):
Date of declaration
Dividend per
common share
 
Date of record
 
Date of payment
 
Total amount
Fiscal year 2016:
 
 
 
 
 
 
 
November 4, 2015
$
0.135

 
January 15, 2016
 
January 26, 2016
 
$
44

March 9, 2016
0.135

 
April 8, 2016
 
April 19, 2016
 
44

June 7, 2016(1)
0.135

 
July 1, 2016
 
July 12, 2016
 
43

Fiscal year 2015:
 
 
 
 
 
 
 
November 5, 2014
$
0.130

 
January 16, 2015
 
January 27, 2015
 
$
47

March 10, 2015
0.130

 
April 10, 2015
 
April 21, 2015
 
47

June 9, 2015
0.130

 
July 2, 2015
 
July 14, 2015
 
47

September 15, 2015
0.130

 
October 2, 2015
 
October 13, 2015
 
45

(1) Dividend accrued at July 3, 2016

The Company will pay future dividends at the discretion of the Board. The continuation of these payments, the amount of such dividends, and the form in which dividends are paid (cash or stock) depend on many factors, including the results of operations and the financial condition of the Company. Subject to these qualifications, the Company currently expects to pay dividends on a quarterly basis.


21


Net proceeds to the Company from the exercise of stock options by team members for the forty weeks ended July 3, 2016 totaled approximately $17 million compared to approximately $61 million for the same period of the prior fiscal year. The Company intends to keep its broad-based stock option program in place, but also intends to limit the number of shares granted in any one year so that annual earnings dilution from share-based payment expense will not exceed 10%. The Company believes this strategy is best aligned with its stakeholder philosophy because it limits future earnings dilution from options and at the same time retains the broad-based stock option plan, which the Company believes is important to team member morale, its unique corporate culture and its success. At July 3, 2016 and September 27, 2015, approximately 29.8 million shares and 32.9 million shares of our common stock, respectively, were available for future stock incentive grants.

In addition to the Company’s debt obligations referenced above, the Company is committed under certain capital leases for rental of certain equipment, buildings and land, and certain operating leases for rental of facilities and equipment. These leases expire or become subject to renewal clauses at various dates through 2054. The following table shows payments due by period on contractual obligations as of July 3, 2016 (in millions):
 
Total
 
Less than 1
year
 
1-3
years
 
3-5
years
 
More than 5
years
Senior notes
$
1,000

 
$

 
$

 
$

 
$
1,000

Estimated interest on senior notes
520

 
52

 
104

 
104

 
260

Capital lease obligations (including interest)
93

 
6

 
10

 
10

 
67

Operating lease obligations (1)
9,048

 
440

 
1,067

 
1,116

 
6,425

Total
$
10,661

 
$
498

 
$
1,181

 
$
1,230

 
$
7,752

(1) Amounts exclude taxes, insurance and other related expense

Gross unrecognized tax benefits and related interest and penalties at July 3, 2016 were not material. Although a reasonably reliable estimate of the period of cash settlement with respective taxing authorities cannot be determined due to the high degree of uncertainty regarding the timing of future cash outflows associated with the Company’s unrecognized tax benefits, as of July 3, 2016, the Company does not expect tax audit resolution will reduce its unrecognized tax benefits in the next 12 months.

We periodically make other commitments and become subject to other contractual obligations that we believe to be routine in nature and incidental to the operation of the business. Management believes that such routine commitments and contractual obligations do not have a material impact on our business, financial condition or results of operations.

Our principal historical sources of liquidity have included cash generated by operations, available cash and cash equivalents, and short-term investments. Absent any significant change in market conditions, we expect planned expansion and other anticipated working capital and capital expenditure requirements for the next 12 months will be funded by these sources.

The Company intends to maintain an investment-grade profile and a balance sheet that provides the financial flexibility to pursue its strategic growth initiatives. There can be no assurance, however, that the Company will continue to generate cash flows at or above current levels or that other sources of capital will be available to us in the future.

Off-Balance Sheet Arrangements
Our off-balance sheet arrangements at July 3, 2016 consist of operating leases disclosed in the above contractual obligations table, as well as the Credit Agreement discussed above. Additionally, we enter into forward purchase agreements for certain products in the ordinary course of business. Purchase commitments do not exceed anticipated use within an operating cycle. We have no other off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our consolidated financial statements or financial condition.

Recent Accounting Pronouncements
Recent accounting pronouncements are included in Note 2 of the Notes to Consolidated Financial Statements.


22


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to interest rate changes and changes in market values on our investments and long-term debt. We do not use financial instruments for trading or other speculative purposes. We are also exposed to foreign exchange fluctuations on our foreign subsidiaries.

The analysis presented for each of our market risk sensitive instruments is based on a 10% change in interest or currency exchange rates. These changes are hypothetical scenarios used to calibrate potential risk and do not represent our view of future market changes. As the hypothetical figures discussed below indicate, changes in fair value based on the assumed change in rates generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. The effect of a variation in a particular assumption is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which may magnify or counteract the sensitivities.

Interest Rate Risk
We seek to minimize the risks from interest rate fluctuations through ongoing evaluation of the composition of our investments.

The Company holds short-term investments that are classified as cash equivalents. We had cash equivalent investments totaling approximately $229 million and $32 million at July 3, 2016 and September 27, 2015, respectively. The Company also holds available-for-sale securities generally consisting of state and local municipal obligations and corporate bonds and commercial paper which hold high credit ratings. We had short-term investments totaling approximately $153 million at July 3, 2016 compared to short-term and long-term investments of approximately $155 million and $63 million, respectively, at September 27, 2015.

These investments are recorded at fair value and are generally short term in nature, and therefore changes in interest rates would not have a material impact on the valuation of these investments. During the twelve weeks ended July 3, 2016 and July 5, 2015, a hypothetical 10% increase or decrease in interest rates would not have materially affected interest income earned on these investments.

We have outstanding $1.0 billion aggregate principal amount of senior notes due 2025 (the “Notes”). The Notes bear interest at a fixed rate equal to 5.2% per year, payable semiannually. The interest rate payable on the Notes is subject to adjustment upon the occurrence of certain credit rating events described in the agreement. A downgrade in credit rating from either Moody’s or S&P would not materially affect annual interest payments.

We also have outstanding a $500 million revolving line of credit (the “Credit Agreement”) that extends to 2020, which may be increased from time to time by up to $250 million in the aggregate pursuant to an expansion feature set forth in the Credit Agreement. At July 3, 2016, the Company had no amounts outstanding.

Additional information on the Notes and Credit Agreement as of July 3, 2016 are as follows (in millions):
 
 
July 3,
2016
Senior notes:
 
 
Outstanding balance
 
$
1,000

Fixed interest rate
 
5.200
%
 
 
 
Line of credit:
 
 
Outstanding balance
 
$

Variable interest rate
 
n/a

Applicable margin
 
0.125
%

The Notes and Credit Agreement were entered into during the first quarter of fiscal year 2016. No debt was outstanding as of September 27, 2015. The nature and amount of our long-term debt may vary as a result of future business requirements, market conditions, and other factors. Fluctuations in interest rates may affect the fair value of the fixed-rate debt. The estimated fair value of the Company’s long-term debt is included in Note 8 of the Notes to the Consolidated Financial Statements.

Foreign Currency Risk
The Company is exposed to foreign currency exchange risk. We own and operate 11 stores in Canada and 9 stores in the U.K. Sales made from stores in Canada and the U.K. are made in exchange for Canadian dollars and Great Britain pounds sterling, respectively. The Company does not currently hedge against the risk of exchange rate fluctuations.


23


At July 3, 2016, a hypothetical 10% change in value of the U.S. dollar relative to the Canadian dollar or Great Britain pound sterling would not have materially affected our consolidated financial statements.

Item 4. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers (principal executive officers) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s Co-Chief Executive Officers and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company’s Co-Chief Executive Officers and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

We are in the process of implementing a new unified point of sale system. This implementation is not in response to an identified control deficiency or weakness, but has resulted in changes to our business processes and related internal controls over financial reporting. Management has taken the necessary steps to update the design and documentation of internal control processes and procedures relating to the system implementation to supplement and complement existing internal controls. Management will continue to monitor, evaluate and update the related processes and internal controls as necessary during the post-implementation period to ensure adequate internal control over financial reporting.

Other than as described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.


24


Part II. Other Information

Item 1. Legal Proceedings.

Information related to the Company’s legal proceedings is discussed in Note 13 of the Notes to Consolidated Financial Statements in Part I of this report.

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information about the Company’s share repurchase activity during the twelve weeks ended July 3, 2016.
Period (1)
Total number of shares purchased
 
Average price paid per share
 
Total number of shares purchased as part of publicly announced plans or programs (2)
 
Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
April 11, 2016 - May 8, 2016
2,465,996

 
$
28.79

 
2,465,996

 
$
582,200,252

May 9, 2016 - June 5, 2016
4,039,713

 
30.76

 
4,039,713

 
457,947,710

June 6, 2016 - July 3, 2016

 

 

 
457,947,710

Total
6,505,709

 
$
30.01

 
6,505,709

 
 

(1) 
Periodic information is presented by reference to our fiscal periods during the third quarter of fiscal year 2016.
(2) 
On November 4, 2015, the Board authorized a share repurchase program whereby the Company may make up to $1.0 billion in stock purchases of outstanding shares of common stock of the Company. The repurchase program does not have an expiration date. Under the share repurchase programs, purchases can be made from time to time using a variety of methods, which may include open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The Board’s authorization of the share repurchase program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time at the Company’s discretion.


25


Item 6. Exhibits.

3.1
Amended and Restated Articles of Incorporation of the Registrant, dated September 15, 2015 (1)
3.2
Amended and Restated Bylaws of the Registrant adopted June 26, 2015 (2)
4.1
Indenture, dated December 3, 2015, between Registrant and U.S. Bank National Association (3)
4.2
First Supplemental Indenture, dated December 3, 2015, among Registrant, the Guarantors, and U.S. Bank National Association (3)
4.3
Form of 5.200% Senior Notes due 2025 (included in Exhibit 4.2) (3)
31.1
Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a -14(a) (4)
31.2
Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a - 14(a) (4)
31.3
Certification of Chief Financial Officer Pursuant to 17 CFR 240.13a - 14(a) (4)
32.1
Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (5)
32.2
Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (5)
32.3
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (5)
101
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2016 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements (4)

 
(1)
Filed as an exhibit to Registrant’s Form 10-K for the period ended September 27, 2015 filed November 13, 2015 and incorporated herein by reference.
 
(2)
Filed as an exhibit to Registrant’s Form 8-K filed June 29, 2015 and incorporated herein by reference.
 
(3)
Filed as an exhibit to Registrant’s Form 8-K filed December 4, 2015 and incorporated herein by reference.
 
(4)
Filed herewith.
 
(5)
Furnished herewith.

26


SIGNATURE

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

 
 
 
WHOLE FOODS MARKET, INC.
 
 
 
 
 
Date:
August 5, 2016
 
By:
/s/ Glenda Flanagan
 
 
 
 
Glenda Flanagan
 
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
(Duly authorized officer and principal financial officer)

27