Form 10-Q WHOLE FOODS MARKET INC For: Jul 05

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August 7, 2015 9:28 AM EDT

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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 5, 2015; 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 31, 2015 was 357,858,014 shares.

Whole Foods Market, Inc.

Form 10-Q

Table of Contents



	Page

Part I. Financial Information

Item 1. Financial Statements.
Consolidated Balance Sheets (unaudited), July 5, 2015 and September 28, 2014	1

Consolidated Statements of Operations (unaudited), for the twelve and forty weeks ended July 5, 2015 and July 6, 2014	2

Consolidated Statements of Comprehensive Income (unaudited), for the twelve and forty weeks ended July 5, 2015 and July 6, 2014	3

Consolidated Statements of Shareholders’ Equity (unaudited), for the forty weeks ended July 5, 2015 and fiscal year ended September 28, 2014	4

Consolidated Statements of Cash Flows (unaudited), for the forty weeks ended July 5, 2015 and July 6, 2014	5

Notes to Consolidated Financial Statements (unaudited)	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	20

Item 4. Controls and Procedures.	20

Part II. Other Information

Item 1. Legal Proceedings.	21

Item 1A. Risk Factors.	21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	21

Item 6. Exhibits.	22

Signature	23

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Part I. Financial Information

Item 1. Financial Statements.

Whole Foods Market, Inc.

Consolidated Balance Sheets (unaudited)

(In millions)



Assets	July 5, 2015			September 28, 2014
Current assets:
Cash and cash equivalents	$	257		$	190
Short-term investments - available-for-sale securities	434			553
Restricted cash	128			109
Accounts receivable	216			198
Merchandise inventories	484			441
Prepaid expenses and other current assets	102			97
Deferred income taxes	183			168
Total current assets	1,804			1,756
Property and equipment, net of accumulated depreciation and amortization	3,163			2,923
Long-term investments - available-for-sale securities	178			120
Goodwill	710			708
Intangible assets, net of accumulated amortization	80			81
Deferred income taxes	69			132
Other assets	32			24
Total assets	$	6,036		$	5,744

Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of capital lease obligations	$	3		$	2
Accounts payable	291			276
Accrued payroll, bonus and other benefits due team members	405			379
Dividends payable	47			43
Other current liabilities	511			557
Total current liabilities	1,257			1,257
Long-term capital lease obligations, less current installments	60			60
Deferred lease liabilities	578			548
Other long-term liabilities	71			66
Total liabilities	1,966			1,931

Commitments and contingencies

Shareholders’ equity:
Common stock, no par value, 600.0 shares authorized; 377.1 shares issued; 358.6 and 360.4 shares outstanding at 2015 and 2014, respectively	2,895			2,863
Common stock in treasury, at cost, 18.5 and 16.7 shares at 2015 and 2014, respectively	(809		)	(711		)
Accumulated other comprehensive loss	(22		)	(7		)
Retained earnings	2,006			1,668
Total shareholders’ equity	4,070			3,813
Total liabilities and shareholders’ equity	$	6,036		$	5,744

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

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Whole Foods Market, Inc.

Consolidated Statements of Operations (unaudited)

(In millions, except per share amounts)



	Twelve weeks ended				Forty weeks ended
	July 5, 2015		July 6, 2014		July 5, 2015		July 6, 2014
Sales	$	3,632	$	3,377	$	11,951	$	10,938
Cost of goods sold and occupancy costs	2,339		2,163		7,721		7,048
Gross profit	1,293		1,214		4,230		3,890
Selling, general and administrative expenses	1,032		951		3,392		3,107
Pre-opening expenses	12		18		53		45
Relocation, store closure and lease termination costs	2		2		12		9
Operating income	247		243		773		729
Investment and other income, net of interest expense	5		4		12		10
Income before income taxes	252		247		785		739
Provision for income taxes	98		96		306		288
Net income	$	154	$	151	$	479	$	451

Basic earnings per share	$	0.43	$	0.41	$	1.33	$	1.22
Weighted average shares outstanding	358.5		365.0		359.6		369.9

Diluted earnings per share	$	0.43	$	0.41	$	1.32	$	1.21
Weighted average shares outstanding, diluted basis	360.5		367.2		362.2		372.9

Dividends declared per common share	$	0.13	$	0.12	$	0.39	$	0.36

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

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Whole Foods Market, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(In millions)



	Twelve weeks ended				Forty weeks ended
	July 5, 2015		July 6, 2014		July 5, 2015			July 6, 2014
Net income	$	154	$	151	$	479		$	451
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	3		4		(15		)	1
Other comprehensive income (loss), net of tax	3		4		(15		)	1
Comprehensive income	$	157	$	155	$	464		$	452

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

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Whole Foods Market, Inc.

Consolidated Statements of Shareholders’ Equity (unaudited)

Forty weeks ended July 5, 2015 and fiscal year ended September 28, 2014

(In millions)



	Shares outstanding		Common stock			Common stock in treasury			Accumulated other comprehensive income (loss)			Retained earnings			Total shareholders’ equity
Balances at September 29, 2013	372.4		$	2,765		$	(153	)	$	1		$	1,265		$	3,878
Net income	—		—			—			—			579			579
Other comprehensive loss, net of tax	—		—			—			(8		)	—			(8		)
Dividends ($0.48 per common share)	—		—			—			—			(176		)	(176		)
Issuance of common stock pursuant to team member stock plans	1.9		21			20			—			—			41
Purchase of treasury stock	(13.9	)	—			(578		)	—			—			(578		)
Tax benefit related to exercise of team member stock options	—		9			—			—			—			9
Share-based payment expense	—		68			—			—			—			68
Balances at September 28, 2014	360.4		2,863			(711		)	(7		)	1,668			3,813
Net income	—		—			—			—			479			479
Other comprehensive loss, net of tax	—		—			—			(15		)	—			(15		)
Dividends ($0.39 per common share)	—		—			—			—			(140		)	(140		)
Issuance of common stock pursuant to team member stock plans	2.1		(29		)	90			—			—			61
Purchase of treasury stock	(3.9	)	—			(188		)	—			—			(188		)
Tax benefit related to exercise of team member stock options	—		10			—			—			—			10
Share-based payment expense	—		51			—			—			—			51
Other	—		—			—			—			(1		)	(1		)
Balances at July 5, 2015	358.6		$	2,895		$	(809	)	$	(22	)	$	2,006		$	4,070

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

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Whole Foods Market, Inc.

Consolidated Statements of Cash Flows (unaudited)

(In millions)



	Forty weeks ended
	July 5, 2015			July 6, 2014
Cash flows from operating activities
Net income	$	479		$	451
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	331			286
Share-based payment expense	51			51
LIFO expense	3			11
Deferred income tax expense (benefit)	47			(30		)
Excess tax benefit related to exercise of team member stock options	(10		)	(8		)
Accretion of premium/discount on marketable securities	14			22
Deferred lease liabilities	24			28
Other	10			8
Net change in current assets and liabilities:
Accounts receivable	(19		)	(46		)
Merchandise inventories	(47		)	(24		)
Prepaid expenses and other current assets	(4		)	(13		)
Accounts payable	16			22
Accrued payroll, bonus and other benefits due team members	26			28
Other current liabilities	72			76
Net change in other long-term liabilities	4			(3		)
Net cash provided by operating activities	997			859
Cash flows from investing activities
Development costs of new locations	(411		)	(329		)
Other property and equipment expenditures	(268		)	(196		)
Purchases of available-for-sale securities	(458		)	(648		)
Sales and maturities of available-for-sale securities	497			959
Purchases of intangible assets	(3		)	(19		)
Decrease (increase) in restricted cash	(19		)	2
Payment for purchase of acquired entities, net of cash acquired	(4		)	(73		)
Other investing activities	(5		)	(17		)
Net cash used in investing activities	(671		)	(321		)
Cash flows from financing activities
Purchase of treasury stock	(188		)	(478		)
Common stock dividends paid	(137		)	(126		)
Issuance of common stock	61			35
Excess tax benefit related to exercise of team member stock options	10			8
Other financing activities	(1		)	(1		)
Net cash used in financing activities	(255		)	(562		)
Effect of exchange rate changes on cash and cash equivalents	(4		)	(2		)
Net change in cash and cash equivalents	67			(26		)
Cash and cash equivalents at beginning of period	190			290
Cash and cash equivalents at end of period	$	257		$	264

Supplemental disclosure of cash flow information:
Federal and state income taxes paid	$	263		$	329

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

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Whole Foods Market, Inc.

Notes to Consolidated Financial Statements (unaudited)

July 5, 2015

(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 28, 2014. 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 2015 and 2014 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 5, 2015		July 6, 2014		July 5, 2015		July 6, 2014
Sales:
United States	96.9	%	96.6	%	96.9	%	96.7	%
Canada and United Kingdom	3.1		3.4		3.1		3.3
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 5, 2015		September 28, 2014
Long-lived assets, net:
United States	96.7	%	96.0	%
Canada and United Kingdom	3.3		4.0
Total long-lived assets, net	100.0	%	100.0	%

(2) Summary of Significant Accounting Policies

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of retail operational expenses, marketing, and corporate and regional administrative support costs. Advertising costs are charged to expense as incurred, except for certain production costs that are charged to expense when the advertising first takes place.

Recent Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Simplifying the Measurement of Inventory,” which amends Accounting Standards Codification (“ASC”) topic 330, “Inventory.” 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 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and should be applied on a prospective basis. The provisions are effective for the Company’s 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.

In May 2015, the FASB issued ASU No. 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent),” which amends ASC topic 820, “Fair Value Measurements.” The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and remove certain related disclosure requirements. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and should be applied on a retrospective basis.

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The provisions are effective for the Company’s 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.

In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which amends ASC 350, “Intangibles – Goodwill and Other.” 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 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. The provisions are effective for the Company’s first quarter of fiscal year ending September 24, 2017. We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis,” which amends ASC 810, “Consolidation.” The amendments revise the consolidation analysis related to limited partnerships and similar legal entities, variable interest entities, and certain investment funds. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and may be applied on either a modified or full retrospective basis. The provisions are effective for the Company’s 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.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which creates a new topic in the ASC, topic 606, “Revenue from Contracts with Customers.” 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 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and may be applied on either a full or modified retrospective basis. In July 2015, the FASB approved an optional one-year deferral of the effective date. Based on the deferral, the provisions are effective for the Company’s first quarter of fiscal year ending September 30, 2018 or 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, as well as the timing and method of adoption.

In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends ASC 205, “Presentation of Financial Statements,” and ASC 360, “Property, Plant, and Equipment.” The amendments raise the threshold for reporting discontinued operations to only those disposals that represent a strategic shift or have a major impact on an entity’s financial results and operations. The amendments also expand related disclosure requirements. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 and should be applied on a prospective basis. The provisions are effective for the Company’s first quarter of fiscal year ending September 25, 2016. We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

Effective September 29, 2014, the Company adopted ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends ASC 740, “Income Taxes.” The adoption, which provides guidance on the financial statement presentation of an unrecognized tax benefit, as either a reduction of a deferred tax asset or as a liability, when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists did not have a significant impact on the Company’s consolidated financial statements.

Effective September 29, 2014, the Company adopted ASU No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force),” which amends ASC 405, “Liabilities.” The adoption, which provides guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings, for which the total amount of the obligation is fixed at the reporting date did not have a significant impact 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.

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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 5, 2015	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	78	$	—	$	—	$	78
Marketable securities - available-for-sale:
Asset-backed securities	—		29		—		29
Certificates of deposit	—		3		—		3
Corporate bonds	—		115		—		115
Municipal bonds	—		465		—		465
Total	$	78	$	612	$	—	$	690



September 28, 2014	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	46	$	—	$	—	$	46
Treasury bills	4		—		—		4
Commercial paper	—		15		—		15
Marketable securities - available-for-sale:
Asset-backed securities	—		13		—		13
Commercial paper	—		33		—		33
Corporate bonds	—		97		—		97
Municipal bonds	—		530		—		530
Total	$	50	$	688	$	—	$	738

(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 5, 2015		September 28, 2014
Short-term marketable securities - available-for-sale:
Asset-backed securities	$	22	$	9
Certificates of deposit	3		—
Commercial paper	—		33
Corporate bonds	79		56
Municipal bonds	330		455
Total short-term marketable securities	$	434	$	553
Long-term marketable securities - available-for-sale:
Asset-backed securities	$	7	$	4
Corporate bonds	36		41
Municipal bonds	135		75
Total long-term marketable securities	$	178	$	120

Gross unrealized holding gains and losses were not material at July 5, 2015 or September 28, 2014. Available-for-sale securities totaling approximately $378 million and $142 million were in unrealized loss positions at July 5, 2015 and September 28, 2014, respectively. The aggregate value of available-for-sale securities in a continuous unrealized loss position for greater than 12 months was not material at July 5, 2015 or September 28, 2014. The Company did not recognize any other-than-temporary impairments during the forty weeks ended July 5, 2015 or fiscal year ended September 28, 2014. At July 5, 2015, the average effective maturity of the Company’s short- and long-term available-for-sale securities was approximately 7 months and 17 months, respectively, compared to approximately 6 months and 15 months, respectively, at September 28, 2014.

At July 5, 2015 and September 28, 2014, the Company held $10 million in equity interest that is accounted for using the cost method of accounting. Additionally, the Company held ownership interests in supplier companies totaling approximately

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$5 million and $4 million at July 5, 2015 and September 28, 2014, respectively, which are accounted for using the equity method of accounting.

(5) Goodwill and Other Intangible Assets

Additions and adjustments to goodwill and additions of other intangible assets during the forty weeks ended July 5, 2015 were not material. The Company recorded goodwill totaling approximately $29 million related to the acquisition of four retail locations and acquired definite-lived intangible assets totaling approximately $18 million, primarily related to acquired leasehold rights, during the forty weeks ended July 6, 2014. The components of intangible assets as of the dates indicated were as follows (in millions):



	July 5, 2015					September 28, 2014
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	122	$	(49	)	$	120	$	(45	)
Definite-lived marketing-related and other	—		—			1		(1		)
Indefinite-lived contract-based	7					6
Total	$	129	$	(49	)	$	127	$	(46	)

Amortization expense associated with intangible assets was not material during the twelve and forty weeks ended July 5, 2015 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 2015	$	2
Fiscal year 2016	6
Fiscal year 2017	5
Fiscal year 2018	5
Fiscal year 2019	5
Future fiscal years	50
Total	$	73

(6) Reserves for Closed Properties

The following table provides a summary of store closure reserve activity during the forty weeks ended July 5, 2015 and fiscal year ended September 28, 2014 (in millions):



	July 5, 2015			September 28, 2014
Beginning balance	$	31		$	36
Additions	7			4
Usage	(10		)	(11		)
Adjustments	1			2
Ending balance	$	29		$	31

(7) Shareholders’ Equity

Dividends per Common Share

The following table provides a summary of dividends declared per common share during fiscal year 2015 to date and fiscal year 2014 (in millions, except per share amounts):



Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2015:
November 5, 2014	$	0.13	January 16, 2015	January 27, 2015	$	47
March 10, 2015	0.13		April 10, 2015	April 21, 2015	47
June 9, 2015⁽¹⁾	0.13		July 2, 2015	July 14, 2015	47
Fiscal year 2014:
November 1, 2013	$	0.12	January 17, 2014	January 28, 2014	$	45
February 24, 2014	0.12		April 11, 2014	April 22, 2014	44
June 12, 2014	0.12		July 3, 2014	July 15, 2014	44
September 11, 2014	0.12		September 26, 2014	October 7, 2014	43

⁽¹⁾ Dividend accrued at July 5, 2015

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Treasury Stock

During fiscal year 2014, a new share repurchase program was authorized pursuant to the authority of the Company’s Board of Directors whereby the Company may make up to $1.0 billion in stock purchases of outstanding shares of the common stock of the Company through August 1, 2016. The following table outlines the share repurchase program authorized by the Company’s Board of Directors, and the related repurchase activity as of July 5, 2015 (in millions):



Effective date	Expiration date	Amount authorized		Cost of repurchases		Authorization available
August 1, 2014	August 1, 2016	$	1,000	$	288	$	712

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 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 it may be suspended or discontinued at any time at the Company’s discretion.

Share repurchase activity prior to the fourth quarter of fiscal year 2014 was pursuant to various repurchase programs authorized by the Company’s Board of Directors. As of July 5, 2015, one share repurchase program remains in effect, with prior programs having expired or been cancelled. Share repurchase activity for the periods indicated was as follows (in millions, except per share amounts):



	Twelve weeks ended				Forty weeks ended
	July 5, 2015		July 6, 2014		July 5, 2015		July 6, 2014
Number of common shares acquired	2.1		9.1		3.9		11.2
Average price per common share acquired	$	45.98	$	39.45	$	48.29	$	42.31
Total cost of common shares acquired	$	98	$	361	$	188	$	478

During the forty weeks ended July 5, 2015, the Company reissued 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. At July 5, 2015 and September 28, 2014, the Company held in treasury approximately 18.5 million shares and 16.7 million shares, respectively, totaling approximately $809 million and $711 million, respectively.

Subsequent to the end of the third quarter of fiscal year 2015, the Company repurchased approximately 0.9 million shares of the Company’s common stock at an average price per share of $36.38 for a total of approximately $33 million bringing the total current available authorization to approximately $679 million.

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(8) 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 5, 2015		July 6, 2014		July 5, 2015		July 6, 2014
Net income (numerator for basic and diluted earnings per share)	$	154	$	151	$	479	$	451

Weighted average common shares outstanding (denominator for basic earnings per share)	358.5		365.0		359.6		369.9
Incremental common shares attributable to dilutive effect of share-based awards	2.0		2.2		2.6		3.0
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	360.5		367.2		362.2		372.9

Basic earnings per share	$	0.43	$	0.41	$	1.33	$	1.22

Diluted earnings per share	$	0.43	$	0.41	$	1.32	$	1.21

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. The computation of diluted earnings per share for the twelve and forty weeks ended July 6, 2014 does not include share-based awards to purchase approximately 13.8 million shares and 7.2 million shares of common stock, respectively, due to their antidilutive effect.

(9) Share-Based Payments

Share-based payment expense before income taxes recognized during the twelve and forty weeks ended July 5, 2015 totaled approximately $14 million and $51 million, respectively, and approximately $15 million and $51 million, respectively, for the same periods of the prior fiscal year. Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in millions):



	Twelve weeks ended						Forty weeks ended
	July 5, 2015			July 6, 2014			July 5, 2015			July 6, 2014
Cost of goods sold and occupancy costs	$	1		$	1		$	2		$	2
Selling, general and administrative expenses	13			14			49			49
Share-based payment expense before income taxes	14			15			51			51
Income tax benefit	(5		)	(6		)	(20		)	(20		)
Net share-based payment expense	$	9		$	9		$	31		$	31

At July 5, 2015 and September 28, 2014, approximately 32.6 million shares and 37.6 millionshares of the Company’s common stock, respectively, were available for future stock incentive grants.

Stock Options

During the twelve and forty weeks ended July 5, 2015, the Company awarded approximately 4.8 million stock options and 5.3 million stock options, respectively, pursuant to the Whole Foods Market 2009 Stock Incentive Plan compared to approximately 4.4 million stock options and 5.2 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 5, 2015 and July 6, 2014 was $10.19 and $9.68, respectively.

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The fair value of stock option grants during the forty weeks ended July 5, 2015 and July 6, 2014 has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:



	2015		2014
Expected dividend yield	1.000	%	0.960	%
Risk-free interest rate	1.20	%	1.16	%
Expected volatility	29.73	%	30.61	%
Expected life, in years	4.04		3.94

Total share-based payment expense related to vesting stock options totaled approximately $13 million and $48 million for the twelve and forty weeks ended July 5, 2015, respectively, and approximately $14 million and $48 million, respectively, for the same periods of the prior fiscal year. At July 5, 2015 and September 28, 2014, there was approximately $108 million of unrecognized share-based payment expense, respectively, related to unvested stock options, net of estimated forfeitures, related to approximately 11.5 million shares and 11.9 million shares, respectively. The Company anticipates this expense to be recognized over a weighted average period of 3.1 years.

Restricted Stock

During the forty weeks ended July 5, 2015 and July 6, 2014, the Company awarded approximately 0.1 million shares and 0.2 million shares of restricted common stock, respectively, pursuant to the Whole Foods Market 2009 Stock Incentive Plan. Fair value of the restricted share issuances on grant date for the forty weeks ended July 5, 2015 and July 6, 2014 totaled approximately $3 million and $11 million, respectively.

Total share-based payment expense related to restricted shares for the twelve and forty weeks ended July 5, 2015 and July 6, 2014 included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Operations was not material. At July 5, 2015 and September 28, 2014, there was approximately $10 million of unrecognized share-based payment expense, respectively, related to unvested restricted stock. The Company anticipates this expense to be recognized over a weighted average period of 3.3 years.

(10) 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. 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. 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.

(11) Related Party Transactions

The Company provides ongoing support to three independent nonprofit organizations: Whole Planet Foundation, Whole Kids Foundation, and Whole Cities Foundation (the “Foundations”). Whole Planet Foundation’s mission is to empower the poor through microcredit, with a focus on developing-world communities that supply the Company’s stores with product. Whole Kids Foundation is dedicated to improving children’s nutrition through partnerships with schools, educators, and other organizations. Whole Cities Foundation is dedicated to supporting efforts to increase access to nutritious, fresh food and health education in underserved communities. The board of directors of each of the Foundations is principally comprised of members of the Company’s management. Additionally, the Company provides administrative support and covers all operating costs of the Foundations.

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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,” “estimate,” “expect,” “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, including fuel prices and housing market trends, 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 28, 2014 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 28, 2014.

Overview

Whole Foods Market, Inc. is the leading retailer of natural and organic foods, the first national “Certified Organic” grocer, and uniquely positioned as America’s Healthiest Grocery Store™. Our Company mission is to promote the vitality and well-being of all individuals by supplying the highest quality, most wholesome foods available. Since the purity of our food and the health of our bodies are directly related to the purity and health of our environment, our mission is devoted to the promotion of organically grown foods, healthy eating, and the sustainability of our entire ecosystem. We believe that much of our success to date is because we have remained a uniquely mission-driven company. 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 5, 2015, operated 422 stores: 403 stores in 42 U.S. states and the District of Columbia; 10 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.

Sales of a store are deemed to be comparable commencing in the fifty-seventh full week after the store was opened or acquired. Stores closed for eight or more days are excluded from the comparable store base from the first full 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. All prior year calculations have been updated to reflect the current definition. The methods used to calculate comparable store sales may differ between companies; 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 2015 and 2014 are 52-week years.

Economic and Industry Factors

Food retailing is a large, intensely competitive industry. 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 and restaurants, each of which competes with us on the basis of store ambiance and experience, product selection and quality, customer service, price 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 base of loyal customers.

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Highlights for the Third Quarter of Fiscal Year 2015


•	Record total sales of $3.6 billion, a 7.6% increase over the prior year


•	Comparable store sales growth of 1.3%


•	Eight new store openings, increasing operating square footage 10.6% to over 16 million square feet


•	EBITDA of $353 million, or 9.7% of sales


•	Diluted earnings per share of $0.43, a 4.3% increase over the prior year

Results during the twelve weeks ended July 5, 2015 included an estimated 95 basis point negative impact from Easter shifting from the third quarter in the prior fiscal year to the second quarter of the current fiscal year and from Team Member Appreciation Double Discount Day, which was held in the prior year only.

During the twelve weeks ended July 5, 2015, we produced approximately $287 million in cash flows from operations and invested approximately $220 million in capital expenditures, resulting in free cash flow of approximately $67 million. In addition, we returned approximately $47 million in quarterly dividends to common shareholders and repurchased approximately $98 million of our common stock, or approximately 2.1 million shares. At July 5, 2015, we had cash, restricted cash and investments totaling approximately $1.0 billion. Return on invested capital (“ROIC”) increased 68 basis points to 15.2%.

In addition, the Company recently signed leases for four 365 by Whole Foods Market (“365”) stores and renegotiated one lease in development, converting it from a Whole Foods Market to a 365 store. These 365 leases reflect stores scheduled to open through 2017. The Company plans for up to five 365 store openings in the second half of 2016, with the expectation of doubling the number of openings in calendar 2017. Our 365 stores will be guided by our industry-leading quality standards and more streamlined compared to the typical Whole Foods Market store. As a second growth vehicle, 365 will be very complementary to our Whole Foods Market brand, allowing us to address the value-quality proposition in a new way, while maintaining the integrity the Whole Foods Market brand represents in the marketplace.

Fourth Quarter and Fiscal Year 2015 Outlook

For the first three weeks of the fourth fiscal quarter ended July 26, 2015, comparable store sales increased 0.6%. If current comparable store sales growth trends continue, the Company would expect sales growth of approximately 7% and diluted earnings per share of $0.34 to $0.35 in the fourth quarter. The Company has opened two new stores in the fourth quarter as of July 29, 2015 and expects to open eight additional stores, including one relocation.

The Company notes that average weekly sales and gross margin are lowest in the fourth fiscal quarter due to seasonally slower sales during the summer months. In addition, results in the fourth quarter of the prior year included a LIFO charge of $5 million.

For fiscal year 2015, the Company expects:


•	Sales growth of approximately 9%


•	Comparable store sales growth in the low single digits


•	Square footage growth of 10% based on 38 new stores, including six relocations


•	EBITDA margin of approximately 9%


•	ROIC greater than 14%

For fiscal year 2016, the Company expects ending square footage growth of approximately 9%, or 7.5% growth on a weighted square footage basis reflecting the back-end loaded store opening schedule. The Company will provide additional details on its outlook for fiscal year 2016 next quarter.

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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 5, 2015		July 6, 2014		July 5, 2015		July 6, 2014
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold and occupancy costs	64.4		64.0		64.6		64.4
Gross profit	35.6		36.0		35.4		35.6
Selling, general and administrative expenses	28.4		28.2		28.4		28.4
Pre-opening expenses	0.3		0.5		0.4		0.4
Relocation, store closure and lease termination costs	0.1		0.1		0.1		0.1
Operating income	6.8		7.2		6.5		6.7
Investment and other income, net of interest expense	0.1		0.1		0.1		0.1
Income before income taxes	6.9		7.3		6.6		6.8
Provision for income taxes	2.7		2.8		2.6		2.6
Net income	4.2	%	4.4	%	4.0	%	4.1	%

Figures may not sum due to rounding

Sales for the twelve and forty weeks ended July 5, 2015 totaled approximately $3.6 billion and $12.0 billion, respectively, increasing 7.6% and 9.3%, respectively, over the same periods of the prior fiscal year. Average weekly sales per store for the twelve and forty weeks ended July 5, 2015 totaled approximately $720,000 and $728,000, respectively, translating to sales per gross square foot of approximately $980 and $990, respectively. Comparable store sales increased 1.3% and 3.3% during the twelve and forty weeks ended July 5, 2015, respectively. Results during the twelve weeks ended July 5, 2015 included an estimated 95 basis point negative impact from Easter shifting from the third quarter in the prior fiscal year to the second quarter of the current fiscal year and from Team Member Appreciation Double Discount Day, which was held in the prior year only. Comparable store sales increased 4.0% and 4.8% for the same periods of the prior fiscal year. Comparable store sales during the twelve weeks ended July 6, 2014 included a positive impact of approximately 60 basis points from Easter shifting from the second quarter of fiscal year 2013 to the third quarter of fiscal year 2014. Comparable store sales contributed approximately 92.9% and 93.4% for the twelve and forty weeks ended July 5, 2015, respectively, compared to approximately 93.7% and 94.2%, respectively, for the same periods of the prior fiscal year. As of July 5, 2015, there were 383 locations in the comparable store base as compared to 350 locations at July 6, 2014.

The Company’s gross profit as a percentage of sales for the twelve and forty weeks ended July 5, 2015 was approximately 35.6% and 35.4%, respectively, compared to approximately 36.0% and 35.6%, respectively, for the same periods of the prior fiscal year. There was no LIFO charge for the twelve weeks ended July 5, 2015 compared to a charge of approximately $11 million for the same period of the prior fiscal year, a positive impact of 31 basis points year over year. Excluding LIFO, gross profit declined 66 basis points and 24 basis points, respectively, year over year for the twelve and forty weeks ended July 5, 2015. Results reflect our more aggressive efforts to improve our price relevancy as well as higher shrink at the end of the third quarter given purchases were planned for a higher level of sales heading into the 4th of July holiday.

Selling, general and administrative expenses as a percentage of sales were approximately 28.4% for each of the twelve and forty weeks ended July 5, 2015, compared to approximately 28.2% and 28.4%, respectively, for the same periods of the prior fiscal year. During the twelve weeks ended July 5, 2015, selling, general and administrative expenses increased 24 basis points primarily due to higher depreciation as a percentage of sales. Results included an expense of approximately $8 million, or 21 basis points, related to the implementation of California’s new paid sick leave law. Excluding this expense, the Company maintained labor expense discipline and improved wages as a percentage of sales.

Share-based payment expense included in selling, general and administrative expenses totaled approximately $13 million and $49 million during the twelve and forty weeks ended July 5, 2015, respectively, and approximately $14 million and $49 million, respectively, for the same periods of the prior fiscal year.

Pre-opening expenses totaled approximately $12 million and $53 million for the twelve and forty weeks ended July 5, 2015, respectively, and approximately $18 million and $45 million for the same periods of the prior fiscal year.

Relocation, store closure and lease termination costs totaled approximately $2 million and $12 million for the twelve and forty weeks ended July 5, 2015, respectively, and approximately $2 million and $9 million for the same periods of the prior fiscal year.

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The numbers of stores opened, acquired and relocated were as follows:



	Twelve weeks ended		Forty weeks ended
	July 5, 2015	July 6, 2014	July 5, 2015	July 6, 2014
New and acquired stores	8	12	23	24
Relocated stores	—	—	5	1

Investment and other income, net of interest expense, which includes gift card breakage, interest income, investment gains and losses, and other income, totaled approximately $5 million and $12 million for the twelve and forty weeks ended July 5, 2015, respectively, compared to approximately $4 million and $10 million for the same periods of the prior fiscal year.

Income taxes resulted in an effective tax rate of approximately 39.0% for each of the twelve and forty weeks ended July 5, 2015 and the same periods of the prior fiscal year.

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”) margin, free cash flow and Return on Invested Capital (“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.

The following is a tabular reconciliation of the non-GAAP financial measure EBITDA margin to GAAP net income, which the Company believes is the most directly comparable GAAP financial measure. EBITDA margin was as follows (in millions):



	Twelve weeks ended						Forty weeks ended
	July 5, 2015			July 6, 2014			July 5, 2015			July 6, 2014
Net income	$	154		$	151		$	479		$	451
Provision for income taxes	98			96			306			288
Investment and other income, net of interest expense	(5		)	(4		)	(12		)	(10		)
Operating income	247			243			773			729
Depreciation and amortization	106			88			331			286
EBITDA	$	353		$	331		$	1,104		$	1,015

Sales	$	3,632		$	3,377		$	11,951		$	10,938
EBITDA margin	9.7%			9.8%			9.2%			9.3%

The Company defines free cash flow as net cash provided by operating activities less capital expenditures. The following is a tabular reconciliation of the non-GAAP financial measure free cash flow for the periods indicated (in millions):



	Twelve weeks ended						Forty weeks ended
	July 5, 2015			July 6, 2014			July 5, 2015			July 6, 2014
Net cash provided by operating activities	$	287		$	240		$	997		$	859
Development costs of new locations	(116		)	(122		)	(411		)	(329		)
Other property and equipment expenditures	(104		)	(41		)	(268		)	(196		)
Free cash flow	$	67		$	77		$	318		$	334

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The Company defines ROIC as adjusted earnings divided by average invested capital. Adjustments to earnings are defined in the following tabular reconciliation. Invested capital reflects a trailing four-quarter average. ROIC was as follows (in millions):



	Fifty-two weeks ended
	July 5, 2015			July 6, 2014
Net income	$	607		$	572
Interest expense, net of tax	—			—
Adjusted earnings	607			572
Total rent expense, net of tax ⁽¹⁾	258			235
Estimated depreciation on capitalized operating leases, net of tax ⁽²⁾	(172		)	(157		)
Adjusted earnings, including the effect of capitalized operating leases	$	693		$	650

Average working capital, excluding current portion of long-term debt	$	525		$	814
Average property and equipment, net	2,999			2,550
Average other assets	1,090			1,128
Average other liabilities	(620		)	(556		)
Average invested capital	3,994			3,936
Average estimated asset base of capitalized operating leases⁽³⁾	3,378			3,073
Average invested capital, including the effect of capitalized operating leases	$	7,372		$	7,009

ROIC	15.2%			14.5%
ROIC, including the effect of capitalized operating leases	9.4%			9.3%

⁽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

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 5, 2015		September 28, 2014
Cash and cash equivalents	$	257	$	190
Short-term investments - available-for-sale securities	434		553
Total	$	691	$	743

Additionally, the Company held long-term investments in available-for-sale securities totaling approximately $178 million and $120 million at July 5, 2015 and September 28, 2014, respectively.

We generated cash flows from operating activities totaling approximately $997 million during the forty weeks ended July 5, 2015 compared to approximately $859 million during the same period of the prior fiscal year. Cash flows from operating activities resulted primarily from our net income plus non-cash expenses and changes in operating working capital.

Net cash used in investing activities totaled approximately $671 million for the forty weeks ended July 5, 2015 compared to approximately $321 million for the same period of the prior fiscal year. Net sales and maturities of available-for-sale securities totaled approximately $39 million during the forty weeks ended July 5, 2015 compared to approximately $311 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 and acquisition of property and equipment for existing stores. 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 5, 2015 totaled approximately $679 million, of which approximately $411 million was for new store development. Capital expenditures for the forty weeks ended July 6, 2014 totaled approximately $525 million, of which approximately $329 million was for new store development.

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The following table provides information about the Company’s store growth and development activities for Whole Foods Market and 365 by Whole Foods Market stores scheduled to open through fiscal year 2021:



	New and acquired stores during fiscal year 2014	New stores during fiscal year 2015 as of July 29, 2015	Total leases signed as of July 29, 2015
Number of stores (including relocations)	38	30	114
Number of relocations	1	5	14
Percentage in new markets	55%	10%	19%
Total square footage	1,408,000	1,283,000	4,908,000

As of July 29, 2015, the Company had 424 stores totaling over 16 million square feet. The Company expects to cross the 500-store mark in fiscal year 2017 and, over the longer term, continues to see potential for 1,200 Whole Foods Market stores in the United States. The Company believes its new 365 by Whole Foods Market format will expand the growth opportunity beyond 1,200 stores.

We believe we will produce operating cash flows in excess of the capital expenditures needed to open the 114 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 continue to 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 $255 million for the forty weeks ended July 5, 2015 compared to approximately $562 million for the same period of the prior fiscal year.

During the first quarter of fiscal year 2015, the Company’s Board of Directors increased the Company’s quarterly dividend to $0.13 per common share from $0.12 per common share. The following table provides a summary of dividends declared per common share during fiscal year 2015 to date and fiscal year 2014 (in millions, except per share amounts):



Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2015:
November 5, 2014	$	0.13	January 16, 2015	January 27, 2015	$	47
March 10, 2015	0.13		April 10, 2015	April 21, 2015	47
June 9, 2015⁽¹⁾	0.13		July 2, 2015	July 14, 2015	47
Fiscal year 2014:
November 1, 2013	$	0.12	January 17, 2014	January 28, 2014	$	45
February 24, 2014	0.12		April 11, 2014	April 22, 2014	44
June 12, 2014	0.12		July 3, 2014	July 15, 2014	44
September 11, 2014	0.12		September 26, 2014	October 7, 2014	43

⁽¹⁾ Dividend accrued at July 5, 2015

The Company will pay future dividends at the discretion of the Company’s Board of Directors. 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.

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Share repurchase activity for fiscal year 2015 through July 5, 2015 and fiscal year 2014 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 2015:
First Quarter	0.9	$	47.39	$	43
Second Quarter	0.9	55.02		47
Third Quarter	2.1	45.98		98
Total fiscal year 2015	3.9	$	48.29	$	188
Fiscal year 2014:
First Quarter	1.1	$	56.06	$	62
Second Quarter	1.0	52.86		55
Third Quarter	9.1	39.45		361
Fourth Quarter	2.6	38.06		100
Total fiscal year 2014	13.9	$	41.51	$	578

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

Share repurchase activity prior to the fourth quarter of fiscal year 2014 was pursuant to various repurchase programs authorized by the Company’s Board of Directors. As of July 5, 2015, one share repurchase program remains in effect, with prior programs having expired or been cancelled. The following table outlines the share repurchase program authorized by the Company’s Board of Directors, and the related repurchase activity as of July 5, 2015 (in millions):



Authorization date	Expiration date	Amount authorized		Cost of repurchases		Authorization available
August 1, 2014	August 1, 2016	$	1,000	$	288	$	712

Net proceeds to the Company from the exercise of stock options by team members for the forty weeks ended July 5, 2015 totaled approximately $61 million compared to approximately $35 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 5, 2015 and September 28, 2014, approximately 32.6 million shares and 37.6 million shares of our common stock, respectively, were available for future stock incentive grants.

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 5, 2015 (in millions):



	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Capital lease obligations (including interest)	$	97	$	6	$	12	$	10	$	69
Operating lease obligations ⁽¹⁾	8,761		402		990		1,046		6,323
Total	$	8,858	$	408	$	1,002	$	1,056	$	6,392

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

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Gross unrecognized tax benefits and related interest and penalties at July 5, 2015 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 5, 2015, 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. 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 5, 2015 consist of operating leases disclosed in the above contractual obligations table. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended September 28, 2014. Our exposures to market risk have not changed materially since September 28, 2014.

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 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 Securities Exchange Act of 1934, as amended (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.

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.

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Part II. Other Information

Item 1. Legal Proceedings.

From time to time we are a party to legal proceedings including matters involving personnel and employment issues, personal injury, product liability, protecting our intellectual property, acquisitions and other proceedings arising in the ordinary course of business which have not resulted in any material losses to date. Although management does not expect that the outcome in these proceedings will have a material adverse effect on our financial condition or results of operations, litigation is inherently unpredictable. Therefore, we could incur judgments or enter into settlements of claims that could materially impact our results.

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. 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.

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 28, 2014.

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 5, 2015.



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 13, 2015 - May 10, 2015	2,130,922	$	45.98	2,130,922	$	712,012,584
May 11, 2015 - June 7, 2015	—	—		—	712,012,584
June 8, 2015 - July 5, 2015	—	—		—	712,012,584
Total	2,130,922	$	45.98	2,130,922


⁽¹⁾	Periodic information is presented by reference to our fiscal periods during the third quarter of fiscal year 2015.

⁽²⁾

Effective August 1, 2014, a share repurchase program was authorized pursuant to the authority of the Company’s Board of Directors whereby the Company may make up to $1.0 billion in purchases of outstanding shares of common stock of the Company through August 1, 2016. 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 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.

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Item 6. Exhibits.



3.1	Amended and Restated Articles of Incorporation of the Registrant, dated March 9, 2012 (1)
3.2	Amended and Restated Bylaws of the Registrant adopted June 26, 2015 (2)
31.1	Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a -14(a) (3)
31.2	Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a - 14(a) (3)
31.3	Certification of Chief Financial Officer Pursuant to 17 CFR 240.13a - 14(a) (3)
32.1	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (4)
32.2	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (4)
32.3	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (4)
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 5, 2015 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 (3)



	(1)	Filed as an exhibit to Registrant’s Form 10-Q for the period ended April 8, 2012 filed May 17, 2012 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 herewith.
	(4)	Furnished herewith.

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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 7, 2015	By:	/s/ Glenda Flanagan
			Glenda Flanagan
			Executive Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer)

Exhibit 31.1

CERTIFICATIONS

I, John Mackey, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Whole Foods Market, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	August 7, 2015

/s/ John Mackey

John Mackey

Co-Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Walter Robb, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Whole Foods Market, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	August 7, 2015

/s/ Walter Robb

Walter Robb

Co-Chief Executive Officer

Exhibit 31.3

CERTIFICATIONS

I, Glenda Flanagan, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Whole Foods Market, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	August 7, 2015

/s/ Glenda Flanagan

Glenda Flanagan

Chief Financial Officer

Exhibit 32.1

Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending July 5, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Mackey, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



Date:	August 7, 2015

/s/ John Mackey

John Mackey

Co-Chief Executive Officer

Exhibit 32.2

Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending July 5, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter Robb, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



Date:	August 7, 2015

/s/ Walter Robb

Walter Robb

Co-Chief Executive Officer

Exhibit 32.3

Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending July 5, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Glenda Flanagan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



Date:	August 7, 2015

/s/ Glenda Flanagan

Glenda Flanagan

Chief Financial Officer

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