10-K 1 wfm10k2012.htm FORM 10-K WFM.10K.2012

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

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012

COMMISSION FILE NUMBER:  0-19797
WHOLE FOODS MARKET, INC.
(Exact name of registrant as specified in its charter)
Texas
 
74-1989366
(State of incorporation)
 
(IRS Employer Identification No.)
 
 
 
550 Bowie Street, Austin, Texas
 
78703
(Address of principal executive offices)
 
(Zip code)

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

Securities registered pursuant to section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, no par value
 
NASDAQ Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x  No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨  No x

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 ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
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 ¨  No x

The aggregate market value of all common stock held by non-affiliates of the registrant as of April 8, 2012 was $15,437,613,255. The number of shares of the registrant’s common stock, no par value, outstanding as of November 16, 2012 was 185,524,944 shares.

DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Registrant’s definitive Proxy Statement for the Annual Meeting of the Stockholders to be held March 15, 2013.



Whole Foods Market, Inc.
Annual Report on Form 10-K
For the Fiscal Year Ended September 30, 2012

Table of Contents
 
 
Page Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




This Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934 concerning our current expectations, assumptions, estimates and projections about the future. These forward-looking statements are based on currently available operating, financial and competitive information and are subject to risks and uncertainties that could cause our actual results to differ materially from those indicated in the forward-looking statements. See “Item 1A. Risk Factors” for a discussion of risks and uncertainties that may affect our business.

PART I

Item 1.    Business.

General
Whole Foods Market is the world’s leading retailer of natural and organic foods and America’s first national “Certified Organic” grocer. Unless otherwise specified, references to “Whole Foods Market,” “Company,” or “we” in this Report include the Company and its consolidated subsidiaries. The Company was formed in 1980 and is based in Austin, Texas. We completed our initial public offering in January 1992, and our common stock trades on the NASDAQ Global Select Market under the symbol “WFM.” 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 core mission is devoted to the promotion of organically grown foods, healthy eating, and the sustainability of our entire ecosystem. 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 over the last 32 years.

We have one operating segment, natural and organic foods supermarkets. We are the largest retailer of natural and organic foods in the U.S. and the 11th largest food retailer overall based on 2011 sales rankings from Progressive Grocer. As of September 30, 2012, we operated 335 stores in the United States, Canada, and the United Kingdom. Our stores average 38,000 square feet in size and 10 years in age, and are supported by our Austin headquarters, regional offices, distribution centers, bakehouse facilities, commissary kitchens, seafood-processing facilities, meat and produce procurement centers, and a specialty coffee and tea procurement and roasting operation.

The following is a summary of our annual percentage sales and net long-lived assets by geographic area:
 
2012

 
2011

 
2010

Sales:
 
 
 
 
 
United States
96.8
%
 
96.9
%
 
97.0
%
Canada and United Kingdom
3.2

 
3.1

 
3.0

Total sales
100.0
%
 
100.0
%
 
100.0
%
Long-lived assets, net:
 
 
 
 
 
United States
95.2
%
 
95.9
%
 
96.6
%
Canada and United Kingdom
4.8

 
4.1

 
3.4

Total long-lived assets, net
100.0
%
 
100.0
%
 
100.0
%

A five-year summary of certain financial and operating information can be found in Part II, “Item 6. Selected Financial Data,” of this Report on Form 10-K. See also Part II, “Item 8. Financial Statements and Supplementary Data.”

Industry Overview
According to Nielsen’s TDLinx and Progressive Grocer, the U.S. grocery industry, which includes conventional supermarkets, supercenters, limited-assortment and natural/gourmet-positioned supermarkets, had approximately $584 billion in sales in 2011, a 3.8% increase over the prior year. Within this broader category, natural product sales through retail channels were approximately $73 billion, a 10% increase over the prior year, according to Natural Foods Merchandiser, a leading trade publication for the natural foods industry. We believe the growth in sales of natural and organic foods is being driven by numerous factors, including:

heightened awareness of the role that healthy eating plays in long-term wellness;
a better-educated and wealthier populace whose median age is increasing each year;
increasing consumer concern over the purity and safety of food; and
environmental concerns.


1


Our Core Values
We believe that much of our success to date is because we remain a uniquely mission-driven company. Our Core Values succinctly express the purpose of our business, which is not only to make profits but to create value for all of our major stakeholders, each of which is linked interdependently. By maintaining our Core Values, regardless of how large we become, we are able to preserve what has always been special about our Company.

Our Core Values are:

Selling the highest quality natural and organic products available;
Satisfying and delighting our customers;
Supporting team member happiness and excellence;
Creating wealth through profits and growth;
Caring about our communities and our environment;
Creating ongoing win-win partnerships with our suppliers; and
Promoting the health of our stakeholders through healthy eating education.

Differentiated Product Offering
We offer a broad and differentiated selection of high-quality natural and organic products with a strong emphasis on perishable foods. Our product selection includes, but is not limited to: produce, grocery, meat and poultry, seafood, bakery, prepared foods and catering, specialty (beer, wine and cheese), coffee and tea, nutritional supplements, vitamins, body care, educational products such as books, floral items, pet products and household products. We estimate our stores carry on average approximately 21,000 SKUs, and we estimate over 30% of our food sales were organic in fiscal year 2012 (excluding seafood which does not have organic standards).

The following is a summary of annual percentage sales by product category:
 
2012

 
2011

 
2010

Non-perishables
33.0
%
 
33.2
%
 
33.5
%
Prepared foods and bakery
18.8

 
18.8

 
18.8

Other perishables
48.2

 
48.0

 
47.7

Total sales
100.0
%
 
100.0
%
 
100.0
%

Whole Foods Market defines natural foods as foods that are minimally processed, largely or completely free of artificial ingredients, preservatives and other non-naturally occurring chemicals and as near to their whole, natural state as possible. Organic foods are foods grown through methods that emphasize the use of renewable resources and the conservation of soil and water to enhance environmental quality. All products labeled as organic and sold within a retail store or used within the production of foods labeled as organic must be verified by an accredited certifying agency. Organic equivalency arrangements in the U.S., Canada, and the European Union help protect organic standards, enhance cooperation, and facilitate trade in organic products. Furthermore, all retailers that handle, store and sell organic products must implement measures to protect organic integrity.

In the U.S., under the U.S. Department of Agriculture’s (“USDA”) Organic Rule, which was implemented into federal law in 2002, organic food products are produced using:

agricultural management practices that promote healthy ecosystems and prohibit the use of genetically modified seeds or crops, sewage sludge, long-lasting pesticides, herbicides or fungicides;
livestock management practices that promote healthy, humanely treated animals by providing organically grown feed, fresh air and outdoor access while using no antibiotics or growth hormones; and
food-processing practices that protect the integrity of the organic product and disallow irradiation, genetically modified organisms (“GMOs”) or synthetic preservatives.

Our Quality Standards
We aspire to become an international brand synonymous with not just natural and organic foods, but also with being the highest quality food retailer in every community in which we are located. We believe our strict quality standards differentiate our stores from other supermarkets and enable us to attract and maintain a broad base of loyal customers.

We carefully evaluate each and every product we sell.
We feature foods that are free of artificial preservatives, colors, flavors, sweeteners and hydrogenated fats.
We are passionate about great tasting food and the pleasure of sharing it with others.

2


We are committed to foods that are fresh, wholesome and safe to eat.
We seek out and promote organically grown foods.
We provide food and nutritional products that support health and well-being.

Store Brands
Our nationally driven store brands currently feature approximately 2,700 SKUs led by our primary brand, 365 Everyday Value®, along with a grouping of “exclusive” and “control brand” products. While some of our store brands yield greater margins than their national brand alternative, their primary purpose is to help differentiate our product selection and provide more value offerings to our customers. In addition to our nationally driven programs, we have a number of store-made and regionally made fresh items sold under the Whole Foods Market label, and we offer specialty and organic coffee, tea and drinking chocolates through our Allegro Coffee Company subsidiary. Store-branded products across all categories accounted for approximately 11% of our retail sales for both fiscal years 2012 and 2011.

Value Programs
We continue to evaluate and strengthen our value offerings, providing a clear range of choices in every category, and we believe our focus in this area has played a key role in driving our sales growth. In addition to supporting our 365 Everyday Value brand, we have lowered prices on thousands of known value items, extended value choices to our perishables departments, promoted our regional sales, and focused on stronger customer education. We also have The Whole Deal, our printed value guide, available in all U.S. and Canadian stores as well as online. The value guide features vendor-sponsored and Whole Foods Market store brand coupons, budget-conscious recipes, money-saving shopping and cooking tips, and Sure Deals that highlight everyday value pricing on high-quality products our customers love.

Health Starts Here® 
We are offering an increasing selection of products in our stores meeting the Health Starts Here nutritional and ingredient standards. Health Starts Here is a mindful approach to healthy eating rooted in four simple ways to build better meals – Whole Food, Plant-Strong, Healthy Fats, and Nutrient Dense. Products such as frozen items, breads and prepared foods that meet these guidelines carry our “Health Starts Here” logo. In addition, all of our stores feature signage on the Aggregate Nutrient Density Index (“ANDI®”), a proprietary scoring system that ranks foods based on nutrient density (vitamins, minerals, antioxidants and phytochemicals) per calorie.

Whole Trade® Guarantee
Products with the Whole Trade Guarantee label are sourced from developing countries and meet our high quality standards, provide more money to producers, ensure better wages and working conditions for workers, and utilize sound environmental practices. Approximately 250 products carry our Whole Trade Guarantee seal, and demand for these products continues to grow. Whole Foods Market donates 1% of sales of these products to Whole Planet Foundation® to help alleviate world poverty.

Locally Grown
We are committed to buying from local producers whose products meet our high quality standards, particularly those who are dedicated to environmentally friendly, sustainable agriculture. For some stores, “local” is defined as within a certain mile radius, and for others, it means within the metro area, state, or tri-state area. Buying local allows us to offer our shoppers the freshest, most flavorful pick of seasonal products; it bolsters local economies by keeping money in the pockets of community growers, and it contributes to responsible land development and the preservation of viable green spaces. Whole Foods Market currently purchases produce from more than 2,000 different farms through various suppliers, and in fiscal year 2012, approximately 26% of the produce sold in our stores came from local farms. In addition, under our Local Producer Loan Program, we have established a budget of up to $10 million to promote local food production, and as of September 30, 2012, we had disbursed more than $7.3 million in loans to 121 local producers company-wide.

Animal Welfare
Whole Foods Market is dedicated to promoting animal welfare on farms and ranches. We encourage innovative animal production practices that improve the lives of animals raised for meat and poultry in our stores. We also have strong standards for food safety at processing. Work on our “animal compassionate” standards started in 2003, and development of an additional tiered standards program transitioned to the Global Animal Partnership foundation in 2008. Global Animal Partnership’s 5-Step Animal Welfare Rating system standards have been developed for cattle, pigs, chickens, and turkeys and are underway for other species as well. As of 2011, our meat departments in all U.S. stores reflect these certifications.

Seafood Sustainability
We continue to collaborate with the Marine Stewardship Council (“MSC”) to offer as much MSC-certified seafood as possible, and in September 2010, we expanded our seafood sustainability work by launching a color-coded seafood sustainability ratings

3


program developed by partnering organizations, Blue Ocean Institute and Monterey Bay Aquarium. Ratings are based on key criteria for sustainable fisheries using science-based, transparent ranking methods. Deepening our commitment to fully sustainable seafood departments, in April 2012 we phased out all wild-caught seafood from “red-rated” fisheries. Farmed seafood at Whole Foods Market carries the “Responsibly Farmed” logo to indicate that farms have passed an annual third-party audit to ensure they meet our quality standards, which remain the highest in the industry. With these ratings and standards, customers have the information they need to make informed decisions about their seafood purchases.

Whole Body Standards
We believe the quality of the items and ingredients people apply to their bodies topically is as important as the food they put into their bodies. While our basic standards for supplements and body care products already set us apart, ensuring high quality and organic integrity in non-food products, we have raised the bar even higher with our Premium Body Care standards and logo. This additional tier of premium standards meets our strictest guidelines for quality sourcing, environmental impact, results and safety and was designed to evolve as new science-based studies and research come to light. In addition, as of June 2011, all health and beauty products sold in our stores that make organic claims are certified to one of two standards: the USDA’s National Organic Program or NSF International’s 305 Standard for Personal Care Products Containing Organic Ingredients.

Eco-Scale 
In April 2011, we introduced our exclusive Eco-Scale rating system and became the first national retailer to launch its own comprehensive set of green cleaning standards to help shoppers make informed choices for their homes and the planet. Under our Eco-Scale rating system, all household cleaning products in our stores are required to list all ingredients on their packaging, a labeling practice not currently required by the U.S. government. This color-coded rating system allows shoppers to easily identify a product’s environmental impact and safety based on a red-orange-yellow-green color scale. We are committed to working with our vendors to evaluate and independently audit every product in our cleaning category, and all national brands in our stores meet our baseline orange standard.

Customers
Unlike shoppers at conventional grocery stores, we believe many of our customers connect with us on a deeper level because of our shared values and, for this reason, continue to shop with us even in uncertain economic times. Based on our research, we believe our customers can be segmented into four broad categories. Conscionables embody the Core Values of Whole Foods Market; they support social and environmental initiatives and are frequent shoppers who spend the largest proportion of their monthly grocery bill with us. Organics buy organically grown food as a way to maintain their personal health and for food safety reasons. Foodies equate food with love and are frequent shoppers who shop our stores for selection, value and convenience, and Experientials are driven to Whole Foods Market for unique products and special occasion items.

Seasonality
The Company’s average weekly sales and gross profit are typically highest in the second and third fiscal quarters and lowest in the fourth fiscal quarter. Average weekly sales and gross profit are typically lower in the first fiscal quarter due to the product mix of holiday sales, and in the fourth fiscal quarter due to the seasonally slower sales during the summer months.

Growth Strategy
We are a Fortune 500 company, ranking number 264 on the 2012 list. Our sales have grown rapidly due to historically strong identical store sales growth, acquisitions and new store openings from approximately $92.5 million in fiscal year 1991, excluding the effect of pooling-of-interests transactions completed since 1991, to approximately $11.70 billion in fiscal year 2012, a 21-year compounded annual growth rate of approximately 26%.


4


Over the last 15 fiscal years, our identical store sales growth has averaged approximately 8%. Our identical store sales growth for each of the last 15 fiscal years is shown in the following chart:


Approximately 17% of our existing square footage was acquired, 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. Our growth strategy is to expand primarily through new store openings. We have a disciplined, opportunistic real estate strategy, opening stores in existing trade areas as well as new areas, including international locations. We typically target stores located on premium real estate sites, and while we may open stores as small as 15,000 square feet or as large as 75,000 square feet, the majority of our new stores are expected to fall in the range of 35,000 to 45,000 square feet going forward.

Our historical store growth and sales mix is summarized below:
 
2012

2011

2010

2009

2008

Stores at beginning of fiscal year
311

299

284

275

276

Stores opened
25

18

16

15

20

Acquired stores


2



Divested stores


(2
)


Relocated stores
(1
)
(6
)

(5
)
(7
)
Closed stores


(1
)
(1
)
(14
)
Stores at end of fiscal year
335

311

299

284

275

Remodels with major expansions (1)
2

1


2

1

Total gross square footage at end of fiscal year
12,735,000

11,832,000

11,231,000

10,566,000

9,895,000

Year-over-year growth
8%

5%

6%

7%

6%

(1) Defined as remodels with expansions of square footage greater than 20% completed during the fiscal year.
 
2012

2011

2010

2009

2008

Sales mix:
 
 
 
 
 
Identical stores
93.3
%
94.6
%
93.2
%
91.4
%
80.9
%
New/relocated stores and remodels with major expansions
6.2

4.7

6.0

7.8

9.9

Acquired stores

0.3

0.1


8.7

Other sales, primarily non-retail external sales
0.5

0.4

0.7

0.8

0.5

Total sales
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%


5


Our historical store development pipeline is summarized below:
 
November 7,
2012

November 2,
2011

November 3,
2010

November 4,
2009

November 5,
2008

Stores in development
79

62

52

53

66

Average size (gross square feet)
37,000

35,000

39,000

45,000

49,000

Total gross square footage in development
2,896,000

2,192,000

2,052,000

2,410,000

3,294,000

As a percentage of existing square footage
22%

18%

18%

23%

33%


Store Description
Each of our stores is designed to fit the size and configuration of the particular location and to reflect the community in which it is located. We strive to transform food shopping from a chore into a dynamic experience by building and operating stores with a lively, inspirational atmosphere, mission-oriented décor, well-trained team members, an exciting product mix that emphasizes healthy eating and our high quality standards, ever-changing selections, samples, open kitchens, scratch bakeries, hand-stacked produce, and prepared foods stations. We also incorporate many environmentally sustainable aspects into our store design, and many stores have bicycle parking racks and electric vehicle charging stations. Our stores typically include sit-down eating areas, customer comment boards and customer service booths. In addition, some stores offer special services such as chair massage, personal shopping and home delivery. Others offer sit-down wine bars and tap rooms featuring local and/or craft beer and wine, creating a destination for customer gathering. We believe our stores play a unique role as a third place, besides the home and office, where people can gather, interact and learn while at the same time discovering the many joys of eating and sharing food.

Most of our stores are located in high-traffic shopping areas on premier real estate sites and are either freestanding or in strip centers. We also have a number of urban stores located in high-density, mixed-use developments. In selecting store locations, we use an internally developed model to analyze potential sites based on various criteria such as education levels, population density and income levels within certain drive times. After we have selected a target site, our development group does a comprehensive site study and sales projection and works with our regional teams to develop construction and operating cost estimates. Each project must meet an internal Economic Value Added (“EVA®”) hurdle return, based on our internal weighted average cost of capital, which for new stores generally is expected to be cumulative positive EVA in five years or less. In its simplest definition, EVA is equivalent to net operating profits after taxes minus a charge on the cost of invested capital necessary to generate those profits. Our current internal weighted average cost of capital metric is 8%.

The required cash investment for new stores varies depending on the size of the store, geographic location, degree of landlord incentives and complexity of site development issues. To a significant degree, it also depends on how the project is structured, including costs for elements that often increase or decrease rent, e.g., lease acquisition costs, shell and/or garage costs, and landlord allowances. Because of these differences, the average development cost per square foot may vary significantly from project to project and from year to year.

Purchasing and Distribution
The majority of our purchasing occurs at the regional and national levels, enabling us to negotiate better volume discounts with major vendors and distributors while allowing our store buyers to focus on local products and the unique product mix necessary to keep the neighborhood market feel in our stores. We also remain committed to buying from local producers that meet our high quality standards.

We own a produce procurement center which facilitates the procurement and distribution of the majority of the produce we sell. We also operate four seafood processing and distribution facilities, a specialty coffee and tea procurement and roasting operation, and 11 regional distribution centers that focus primarily on perishables distribution to our stores across the U.S., Canada and the United Kingdom. In addition, we have four regional commissary kitchens and six bakehouse facilities, all of which distribute products to our stores. Other products are typically procured through a combination of specialty wholesalers and direct distributors.

United Natural Foods, Inc. (“UNFI”) is our single largest third-party supplier, accounting for approximately 31% of our total purchases in fiscal years 2012 and 2011. In June 2010, we extended our long-term relationship with UNFI as our primary supplier of dry grocery and frozen food products through 2020. Beginning in fiscal year 2011, UNFI also became our primary non-perishables distributor in two additional regions, allowing us to focus our internal distribution efforts in our regions around key perishables departments.

Store Operations
We strive to promote a strong company culture featuring a team approach to store operations that we believe is distinctly more empowering of team members than that of the traditional supermarket. Our domestic Whole Foods Market stores each employ

6


between approximately 40 and 650 team members who generally comprise 10 self-managed teams per store, each led by a team leader. Each team within a store is responsible for a different product offering or aspect of store operations such as prepared foods, grocery, or customer service, among others. We also promote a decentralized approach to store operations in which many decisions are made by teams at the individual store level. In this structure, an effective store team leader is critical to the success of the store. The store team leader works closely with one or more associate store team leaders, as well as with all of the department team leaders, to operate the store as efficiently and profitably as possible.

Team members are involved at all levels of our business. We strive to create a company-wide consciousness of “shared fate” by uniting the interests of team members as closely as possible with those of our shareholders. One way we reinforce this concept is through our Gainsharing program. Under Gainsharing, as part of our annual planning process, each team receives a labor budget expressed as a percentage of their team’s sales, with leverage built into the budgets on an overall company basis. When teams come in under budget due either to higher sales or lower labor costs, a portion of the surplus is divided among the team members and paid out every four weeks, and a portion is set aside in a savings pool. When teams are over budget (or in a labor deficit position), no Gainsharing money is paid out. Instead, the overage is taken out of the team’s savings pool or, in the absence of savings, paid back using future surpluses. The savings pool is paid out annually after the end of the fiscal year to all teams with a positive balance. Rewarding our team members for increases in labor productivity, something they can control, gives them a direct stake in the success of our business. We also encourage stock ownership among team members through our broad-based team member stock option plan, stock purchase plan and 401(k) plan.

Team Members
We created more than 8,500 new jobs throughout the Company in fiscal year 2012. As of September 30, 2012, we had approximately 72,700 team members, including approximately 53,100 full-time, 16,400 part-time and 3,200 seasonal team members. Full-time team members accounted for approximately 76% of all permanent positions at the end of fiscal year 2012, with voluntary turnover of less than 10%. We believe this is very low for the food retailing industry and allows us to better serve our customers. All of our team members are non-union, and we consider our team member relations to be very strong.

For the past 15 years, our team members have helped Whole Foods Market become one of FORTUNE magazine’s “100 Best Companies to Work for in America.” Ranking 32nd overall and 8th among large companies in 2012, we are one of only 13 companies to make the “100 Best” list every year since its inception.

We believe in empowering our team members to make Whole Foods Market not only a great place to shop but a great place to build a career. Our salary and benefits programs reflect our philosophy of egalitarianism. To ensure they are perceived as fundamentally fair to all stakeholders, our books are open to our team members, including our annual individual compensation report. We also have a salary cap that limits the total cash compensation paid to any team member in a calendar year to 19 times the average annual wage, including bonuses, of all team members. In addition, our co-founder and Co-Chief Executive Officer, John Mackey, has voluntarily set his annual salary at $1 and receives no cash bonuses or stock option awards.

All of our full-time and part-time team members are eligible to receive stock options through annual leadership grants or through service-hour grants once they have accumulated 6,000 service hours (approximately three years of full-time employment). Approximately 95% of the equity awards granted under the Company’s stock plan since its inception in 1992 have been granted to team members who are not executive officers. In fiscal year 2012, more than 14,500 team members exercised over 6.7 million stock options worth approximately $197.1 million in gains before taxes, or an average of about $13,600 per team member.

As medical costs continue to rise, we periodically restructure how costs are shared between the Company and team members to ensure our health plan remains sustainable. By participating in our company-wide benefits vote every three years, team members can take an active role in choosing the benefits made available by the Company and how they share in the cost. In our most recent vote, held in September 2012, 82% of eligible team members cast a ballot to determine the Company’s medical plan for 2013. Under this new plan, Whole Foods Market will provide health care coverage at no cost to full-time team members who work 30 or more hours per week and have worked a minimum of 20,000 service hours (approximately 10 years). Full-time team members with 800 to 19,999 service hours will pay a premium of $10 per paycheck. Under the Company’s 2012 plan, health care coverage was provided at no cost to full-time team members who work 30 or more hours per week and have worked a minimum of 10,000 service hours, while full-time team members with 800 to 9,999 service hours paid a premium of $10 per paycheck. In addition, the Company provides personal wellness dollars in the form of either a health reimbursement arrangement (“HRA”) or health savings account (“HSA”). Based on service hours, team members receive up to $1,800 per year to help cover the cost of deductibles and other allowable out-of-pocket health care expenses not covered by insurance.

Two initiatives developed to support our Core Value of Promoting the health of our stakeholders through healthy eating education were specifically designed for our team members. They include the Total Health Immersion Program and the Healthy Discount

7


Incentive Program. The Total Health Immersion Program provides educational opportunities for team members that are fully paid by the Company. Since launching this program in the fall of 2009, over 1,600 team members have participated. In 2012, we saw year-over-year decreases in participant medical claims (net paid per claimant) and inpatient hospital stays (average paid per day), along with an increase in annual preventive wellness exams.

The Healthy Discount Incentive Program offers additional store discounts beyond the standard 20% that all team members receive, based on meeting designated biometric criteria (cholesterol/LDL, BMI or waist-height ratio, blood pressure) and being nicotine-free. In fiscal year 2012, approximately 14,000 team members participated in biometric screenings, with over 8,600 receiving higher-level discount cards compared to approximately 8,300 team members in fiscal year 2011.

Competition
Food retailing is a large, intensely competitive industry. Our competition varies across the Company and 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, quality, customer service, price or a combination of these factors. Our commitment to natural and organic products, local products, high quality standards, emphasis on perishable product sales, healthy eating products and education, range of choices based on price, and empowered team members who focus on unparalleled customer service differentiate us from the competition and have created a loyal core customer base. We believe our passionate support of causes and leadership in areas important to our customers reinforce our position as the authentic retailer of natural and organic foods, making us the preferred choice for customers aspiring to a healthier lifestyle.

Marketing
We spend much less on advertising and marketing than other supermarkets – approximately 0.4% of our total sales in fiscal year 2012. Instead, we rely heavily on word-of-mouth advocacy by our shoppers, which we believe is more valuable than traditional advertising; and we allocate our marketing budgets among national and regional programs and our individual stores. We have marketers in every store dedicated to local events, community non-profits and the best possible in-store experience, and most of our corporate marketing activity is centered on engaging existing shoppers and growing their basket by introducing them to a fantastic and unique product selection while constantly increasing their choices. Dollars that would be spent on traditional media buys are instead typically spent on community non-profit partnerships that help grow our business and our communities at the same time. We also connect and engage with our customers through social media, e-newsletters, and our own website and blog at www.wholefoodsmarket.com.

Social Media
Social media provides us with a powerful way to communicate and interact with our Internet-savvy customers, giving us insight at both a local and global level as to how we are viewed and what our customers want and expect from us. According to a Company-commissioned study, 47% of our shoppers visit Facebook daily, and 31% visit Twitter. Currently, we have over 1 million “likes” on Facebook and over 3 million followers on Twitter, making us the top retail brand on Twitter. In addition, many of our stores have their own Facebook and Twitter accounts that allow them to connect more directly to the tastes and needs of the communities they serve. We also are increasing our presence on new social networks like Pinterest and Instagram to broaden our reach.

Global Responsibility
We seek to be a deeply responsible company in the communities where we do business around the world, providing ethically sourced, high-quality products and transparent information to our customers, reducing our impact on the environment, and actively participating in our local communities. Each store retains a separate budget for making contributions to a variety of philanthropic and community activities, fostering goodwill and developing a high profile within the community. Our goal is to contribute at least 5% of our after-tax profits annually to non-profit organizations. Over the last three fiscal years, however, our donations (including in-kind contributions of food) amounted to more than 10% of our after-tax profits.

We believe that many customers are concerned about health and nutrition, food safety, fair trade and the environment, and choose to shop our stores for these reasons. Our transparency regarding “farm-to-fork” traceability allows them to make more informed purchasing decisions and “vote” with their dollars.


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Healthy Eating Education
We are providing a revolutionary educational program in our stores to promote the health of our customers and team members. Supported by a team of renowned doctors, researchers and authors who comprise our Scientific and Medical Advisory Board, along with nutritionists, chefs and other experts, our Health Starts Here program consists of a simple approach to eating, paired with practical tools and valuable resources, rooted in our four principles:

Whole Food: We believe that food in its purest state – unadulterated by artificial additives, sweeteners, colorings, and preservatives – is the best tasting and most nutritious food available.
Plant-Strong: No matter what type of diet you follow – including those with dairy, meat and seafood – reconfigure your plate so the majority of each meal is created from an abundance of raw and cooked vegetables, fruits, legumes and beans, nuts, seeds and whole grains.
Healthy Fats: Get healthy fats from whole plant sources, such as nuts, seeds and avocados. These foods are rich in micronutrients as well. Work to eliminate (or minimize) extracted oils and processed fats.
Nutrient Dense: Choose foods that are rich in micronutrients when compared to their total caloric content. Micro-nutrients include vitamins, minerals, antioxidants and phytochemicals. For guidance, look for the Aggregate Nutrient Density Index (“ANDI”) scoring system in our stores.

The program includes, among other things: in-store healthy eating centers to display books and answer questions about healthy eating and cooking ideas; store tours focused on making healthy eating choices; a wide variety of educational opportunities for team members; and healthy eating classes and networking opportunities for our customers. We believe our Health Starts Here program will grow and evolve over time to become a key competitive advantage for us, and by offering an informed approach to food as a source for improved health and vitality, we hope to play a big part in the solution to the healthcare crisis in America, changing many more lives for the better.

Whole Planet Foundation® 
Created in 2005, Whole Planet Foundation (www.wholeplanetfoundation.org) is an independent, non-profit organization whose mission is to empower the poor through microcredit, with a focus on developing-world communities that supply our stores with product. Microcredit is a system pioneered by Professor Muhammad Yunus, founder of the Grameen Bank in Bangladesh and co-recipient of the 2006 Nobel Peace Prize. The philosophy behind microcredit is to provide the poor access to credit without requiring contracts or collateral, enabling them to lift themselves out of poverty by creating or expanding home-based businesses. Whole Foods Market covers all operating costs for Whole Planet Foundation. Program grants are funded in part by the sale of products under the Company’s Whole Trade Guarantee Program, along with support from customers, vendors and team members. As of September 30, 2012, Whole Planet Foundation has partnered with various microfinance institutions to facilitate over $32.6 million in various donor-funded grants for 68 projects in 53 countries where the Company sources products. Over 225,000 borrower families (90% women) have received loans, which are being used for home-based businesses including poultry and pig farming, agriculture, furniture making, tailoring, and selling handicrafts, homemade and bakery-made foods, clothing and footwear. It is estimated that each woman supports a family of almost six, which means our support is contributing to the prosperity of nearly one million individuals.

Whole Kids Foundation 
Whole Kids Foundation (www.wholekidsfoundation.org), an independent non-profit organization founded in July 2011, is dedicated to improving children’s nutrition by supporting schools and inspiring families. The foundation currently provides grants for salad bar equipment and training for schools, as well as for school gardens. Through the generosity of Whole Foods Market shoppers, suppliers and community donors, nearly 1,000 schools in the U.S. and Canada received school garden grants in 2012. To date, Whole Foods Market and Whole Kids Foundation, in partnership with Let’s Move Salad Bars to Schools, have provided more than 1,500 salad bars to schools around the country. Our team members and customers continue to support these initiatives, recently donating approximately $2.3 million during the foundation’s fall 2012 fundraising campaign. Whole Foods Market covers all operating costs for the foundation, allowing 100% of public donations to be dedicated to program support.

Green Mission® 
We are committed to supporting wise environmental practices and being a leader in environmental stewardship. Since 2004, we have purchased over 4.3 billion megawatt hours of wind-based renewable energy, earning seven Environmental Protection Agency (“EPA”) Green Power awards from 2004 through 2012. We have 15 stores and one distribution center using or hosting rooftop solar systems, four stores with fuel cells, and a commissary kitchen that is using biofuel from internally generated waste cooking oil. We also have installed electric vehicle charging stations at over 30 stores around the country. We have made a commitment to reduce energy consumption at all of our stores by 25% per square foot by 2015, and we build our new stores with the environment in mind, using green building innovations whenever possible. Twelve of our stores have received Leadership in Energy and Environmental Design (“LEED”) certification by the U.S. Green Building Council; 13 stores have earned Green

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Globes certification from the Green Building Initiative; and 16 stores have received GreenChill Certification Awards from the EPA.

We discontinued the use of disposable plastic grocery bags at the checkouts in all stores in 2008 and refund at least a nickel per reusable bag at the checkout. We also were the first national retailer to provide Forest Stewardship Council (“FSC”) certified paper bags originating from 100% post-consumer recycled fiber. Unless located in a community that does not support recycling and composting, all of our stores are involved in a recycling program, and most participate in a composting program where food waste and compostable paper goods are regenerated into compost. Additionally, in 2007 we introduced fiber packaging in many of our prepared foods departments that is a compostable alternative to traditional petroleum and wood- or tree-based materials. We also are working to eliminate the use of Styrofoam in packing materials shipped to our Company and in product packaging in our stores. We aim to achieve zero waste (defined by the EPA as a 90% diversion rate of waste from landfills) in at least 90% of our stores within the next five years.

Government and Public Affairs
Our stores are subject to various local, state, federal and international laws, regulations and administrative practices affecting our business. We must comply with provisions regulating health and sanitation standards, food labeling, equal employment, minimum wages, licensing for the sale of food, and in many stores, licensing for beer and wine or other alcoholic beverages.

The manufacturing, processing, formulating, packaging, labeling and advertising of products are subject to regulation by various federal agencies including the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission (“CPSC”), the USDA and the EPA. The composition and labeling of nutritional supplements are most actively regulated by the FDA under the provisions of the Federal Food, Drug and Cosmetic Act (“FFDC Act”). The FFDC Act has been revised in recent years with respect to dietary supplements by the Nutrition Labeling and Education Act and by the Dietary Supplement Health and Education Act. We are committed to ensuring compliance with all product labeling requirements material to the Company.

Trademarks
Trademarks owned by the Company or its subsidiaries include, but are not limited to: “Whole Foods Market,” the “Whole Foods Market” logo, “365 Everyday Value,” the “365 Everyday Value” logo, “AFA,” “Allegro Coffee Company,” “America’s Healthiest Grocery Store,” “ANDI,” “Bread & Circus,” “Capers Community Market,” “Dark Rye,” “Eco-Scale,” “Fresh & Wild,” “Fresh Fields,” “Grab & Give,” “Green Mission,” “Harry’s Farmers Market,” “Health Starts Here,” “Ideal Market,” “Merchant of Vino,” “Mrs. Gooch’s,” “Vine Buys,” “Wellspring,” “Whole Baby,” “The Whole Deal,” “Whole Foods, Whole People, Whole Planet,” “Whole Kids,” “Whole Kids Foundation,” “Whole Kids Organic,” “Whole Planet Foundation,” and “Whole Trade.” The Company and its subsidiaries have registered or applied to register numerous trademarks, service marks, stylized logos, and brand names in the U.S. and in many additional countries throughout the world. In addition, the Company licenses certain trademarks, including “PLANT-STRONG,” a trademark owned by Engine 2 for Life, LLC. The Company considers certain of its trademarks to be of material importance and actively defends and enforces such trademarks. The Company’s trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained.

Executive Officers of the Registrant
The following table sets forth the name, age, and position of each of the persons who was serving as an executive officer of the Company as of November 16, 2012:
Name
Age
 
Position
John Mackey
59
 
Co-Chief Executive Officer
Walter Robb
59
 
Co-Chief Executive Officer
A.C. Gallo
59
 
President and Chief Operating Officer
Glenda Flanagan
59
 
Executive Vice President and Chief Financial Officer
James Sud
60
 
Executive Vice President of Growth and Business Development
David Lannon
47
 
Executive Vice President of Operations
Kenneth Meyer
44
 
Executive Vice President of Operations

John Mackey, co-founder of the Company, has served as Co-Chief Executive Officer since May 2010, was the Chief Executive Officer from 1978 to May 2010 and was President from June 2001 to October 2004.

Walter Robb has served as Co-Chief Executive Officer since May 2010. Mr. Robb also served as the Co-President and Co-Chief Operating Officer from 2004 to May 2010, as Chief Operating Officer from 2001 to September 2004, and as Executive Vice

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President from 2000 to February 2001. Since joining the Company in 1991, Mr. Robb has also served as Store Team Leader and President of the Northern Pacific Region.

A.C. Gallo has served as President and Chief Operating Officer of the Company since May 2010. Prior to that, he was Co-President and Co-Chief Operating Officer since September 2004. Mr. Gallo also served as Chief Operating Officer from December 2003 to September 2004. Mr. Gallo has held various positions with the Company and with Bread & Circus, Inc., which was acquired by the Company in October 1992, including Vice President and President of the North Atlantic Region, and Executive Vice President of Operations.

Glenda Flanagan has served as Executive Vice President and Chief Financial Officer of the Company since December 1988.

James Sud has served as Executive Vice President of Growth and Business Development of the Company since February 2001. Mr. Sud joined the Company in May 1997 and served as Vice President and Chief Operating Officer until February 2001. Mr. Sud served as a director of the Company from 1980 to 1997.

David Lannon has served as Executive Vice President of Operations of the Company since February 2012. Prior to that, Mr. Lannon had served as President of the Northern California Region since December 2007 and President of the North Atlantic Region from March 2001 to December 2007. Mr. Lannon has held various positions with the Company and with Bread & Circus, Inc., which was acquired by the Company in October 1992, including Store Team Leader, Director of Store Operations and Vice President of the North Atlantic Region.

Kenneth Meyer has served as Executive Vice President of Operations of the Company since February 2012. Mr. Meyer also served as President of the Mid-Atlantic Region from October 2004 to February 2012. Mr. Meyer has held various positions with the Company and with Fresh Fields Market, which was acquired by the Company in August 1996, including Store Team Leader, Vice President of the Southwest Region, and President of the South Region.

Available Information
Our corporate website at www.wholefoodsmarket.com was relaunched in fiscal year 2012 with a new look and focus on the local experience, including tools for stores to offer custom content to site visitors in their area. Our website averages approximately 138,000 visitors each day and provides detailed information about our Company, history, product offerings and store locations, with thousands of recipes and a library of information about environmental, legislative, health, food safety and product quality issues. In addition, access to the Company’s corporate governance policies and Securities and Exchange Commission (“SEC”) filings, including annual reports on Form 10-K, quarterly reports on Form 10-Q, interactive data, current reports on Form 8-K, Section 16 filings, and all amendments to those reports, are available through our website free of charge. As with our stores, the focus of our website is customer service. We believe our website provides us with an opportunity to further our relationships with customers, suppliers and investors; educate them on a variety of issues; and improve our service levels.

We have included our website and blog addresses only as an inactive textual reference. The information contained on our website is not incorporated by reference into this Report on Form 10-K.

Item 1A.    Risk Factors.

Disclaimer on Forward-looking Statements
We wish to caution you that there are risks and uncertainties that could cause our actual results to be materially different from those indicated by forward-looking statements that we make from time to time in filings with the Securities and Exchange Commission, news releases, reports, proxy statements, registration statements and other written communications, as well as forward-looking statements made from time to time by representatives of our Company. These risks and uncertainties include the risk factors described below. These risks and uncertainties and additional risks and uncertainties not presently known to us or that we currently deem immaterial may cause our business, financial condition, operating results and cash flows to be materially adversely affected.

Except for the historical information contained herein, the matters discussed in this analysis are forward-looking statements that involve risks and uncertainties, including 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. The Company does not undertake any obligation to update forward-looking statements.

This information should be considered in conjunction with Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data” of this Report on Form 10‑K.

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Increased competition may adversely affect our revenues and profitability.
Our competitors include but are not limited to local, regional, national and international supermarkets, natural food stores, warehouse membership clubs, online retailers, small specialty stores and restaurants. Their businesses compete with us for products, customers and locations. In addition, some are expanding more aggressively in offering a range of natural and organic foods. Some of these competitors may have been in business longer or may have greater financial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their products. As competition in certain areas intensifies, our operating results may be negatively impacted through a loss of sales, reduction in margin from competitive price changes, and/or greater operating costs such as marketing.

Our growth depends on increasing sales in identical stores and on new store openings, and our failure to achieve these goals could negatively impact our results of operations and financial condition.
Our continued growth depends on our ability to increase sales in our identical stores and open new stores. Our operating results may be materially impacted by fluctuations in our identical store sales. Our identical store sales growth could be lower than our historical average for many reasons including the impact of new and acquired stores entering into the identical store base, the opening of new stores that cannibalize store sales in existing areas, general economic conditions, increased competition, price changes in response to competitive factors, possible supply shortages, and cycling against any year of above-average sales results.

Our growth strategy includes opening new stores in existing and new areas and operating those stores successfully. Successful implementation of this strategy is dependent on finding suitable locations, and we face competition from other retailers for such sites. There can be no assurance that we will continue to grow through new store openings. We may not be able to open new stores timely or operate them successfully. Also, we may not be able to successfully hire and train new team members or integrate those team members into the programs and policies of the Company. We may not be able to adapt our distribution, management information and other operating systems to adequately supply products to new stores at competitive prices so that we can operate the stores in a successful and profitable manner.

Economic conditions that adversely impact consumer spending could materially impact our business.
Our operating results may be materially impacted by changes in overall economic conditions that impact consumer confidence and spending, including discretionary spending. Future economic conditions affecting disposable consumer income such as employment levels, business conditions, changes in housing market conditions, the availability of credit, interest rates, tax rates, fuel and energy costs, the impact of natural disasters or acts of terrorism, and other matters could reduce consumer spending or cause consumers to shift their spending to lower-priced competitors. In addition, there can be no assurance that various governmental activities to stimulate the economy will restore consumer confidence or change spending habits.

We may experience fluctuations in our quarterly results of operations, which may adversely affect our stock price.
Our quarterly operating results and quarter-to-quarter comparisons could fluctuate for many reasons, including, but not limited to, price changes in response to competitive factors, seasonality, holiday shifts, increases in store operating costs, including commodity costs, possible supply shortages, general economic conditions, extreme weather-related disruptions, and other business costs. In addition, our results may be impacted by the timing of new store openings, construction and pre-opening expenses, the timing of acquisitions, store closures and relocations, and the range of operating results generated from newly opened stores.

Our stock price has been volatile and may be negatively affected by reasons unrelated to our operating performance.
In fiscal year 2012, the closing market price per share of our common stock ranged from $62.44 to $100.08. The market price of our common stock could be subject to significant fluctuation in response to various market factors and events. These market factors and events include variations in our sales and earnings results and any failure to meet market expectations; changes in ratings and earnings estimates by securities analysts; publicity regarding us, our competitors, or the natural products industry generally; new statutes or regulations or changes in the interpretation of existing statutes or regulations affecting the natural products industry specifically; and sales of substantial amounts of common stock in the public market or the perception that such sales could occur and other factors. In addition, the stock market, at times, experiences broad price fluctuations that may adversely affect the market price of our common stock.

Adverse publicity may reduce our brand value and negatively impact our business.
We believe our Company has built an excellent reputation as a food retailer, socially responsible corporation and employer. We believe our continued success depends on our ability to preserve, grow and leverage the value of our brand. Brand value is based in large part on perceptions of subjective qualities, and even isolated incidents can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation, which can have an adverse impact on these perceptions and lead to adverse affects on our business or team members.

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Changes in the availability of quality natural and organic products could impact our business.
There is no assurance that quality natural and organic products will be available to meet our needs. If other competitors significantly increase their natural and organic product offerings, if new laws require the reformulation of certain products to meet tougher standards, or if natural disasters or other catastrophic events occur, the supply of these products may be constrained.

Disruption of significant supplier relationships could negatively affect our business.
United Natural Foods, Inc. is our single largest third-party supplier, accounting for approximately 31% of our total purchases in fiscal years 2012 and 2011. During fiscal year 2010, we extended our long-term relationship with UNFI as our primary supplier of dry grocery and frozen food products through 2020 and added two of our regions to our distribution arrangement beginning in fiscal year 2011. Due to this concentration of purchases from a single third-party supplier, the cancellation of our distribution arrangement or the disruption, delay or inability of UNFI to deliver product to our stores may materially and adversely affect our operating results while we establish alternative distribution channels.

Future events could result in impairment of long-lived assets, which may result in charges that adversely affect our results of operations and capitalization.
Our total assets included long-lived assets totaling approximately $2.26 billion as of September 30, 2012. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Our impairment evaluations require use of financial estimates of future cash flows. Application of alternative assumptions could produce significantly different results. We may be required to recognize impairments of long-lived assets based on future economic factors such as unfavorable changes in estimated future undiscounted cash flows of an asset group.

We have significant lease obligations, which may require us to continue paying rent for store locations that we no longer operate.
The majority of our stores, distribution centers, bakehouses and administrative facilities are leased. We are subject to risks associated with our current and future real estate leases. Our costs could increase because of changes in the real estate markets and supply or demand for real estate sites. We generally cannot cancel our leases, so if we decide to close a location, we may nonetheless be committed to perform our obligations under the applicable lease, including paying the base rent for the remaining lease term. As each lease expires, we may fail to negotiate renewals, either on commercially acceptable terms or any terms at all. As of September 30, 2012, we had 29 leased properties and adjacent spaces that are not being utilized in current operations. These properties represent acquired dormant locations, stores closed post-acquisition, and stores closed due to relocation. See Note 9 to the consolidated financial statements, “Leases,” in Part II, “Item 8. Financial Statements and Supplementary Data,” of this Report on Form 10-K.

Claims under our self-insurance program may differ from our estimates, which could materially impact our results of operations.
The Company uses a combination of insurance and self-insurance plans to provide for the potential liabilities for workers’ compensation, general liability, property insurance, director and officers’ liability insurance, vehicle liability and team member health-care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. Our results could be materially impacted by claims and other expenses related to such plans if future occurrences and claims differ from these assumptions and historical trends.

Perishable foods product losses could materially impact our results of operations.
Our stores offer a significant number of perishable products, accounting for approximately 67.0% of our total sales in fiscal year 2012. The Company’s emphasis on perishable products may result in significant product inventory losses in the event of extended power outages, natural disasters or other catastrophic occurrences.

Actual or perceived food safety concerns may adversely affect our sales.
There is increasing governmental scrutiny of and public awareness regarding food safety. We believe that many customers choose to shop our stores because of their interest in health, nutrition and food safety. We believe that our customers hold us to a higher food safety standard than other supermarkets. The real or perceived sale of contaminated food products by us could result in government enforcement action, private litigation, product recalls and other liabilities, the settlement or outcome of which might have a material adverse effect on our operating results.

Pending or future legal proceedings could materially impact our results of operations.
From time to time, we are party to legal proceedings, including matters involving personnel and employment issues, personal injury, intellectual property, acquisitions, and other proceedings arising in the ordinary course of business. Our results could be materially impacted by the decisions and expenses related to pending or future proceedings.


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The loss of key management could negatively affect our business.
We are dependent upon a number of key management and other team members. If we were to lose the services of a significant number of key team members within a short period of time, this could have a material adverse effect on our operations. We do not maintain key person insurance on any team member. Our continued success also is dependent upon our ability to attract and retain qualified team members to meet our future growth needs. We face intense competition for qualified team members, many of whom are subject to offers from competing employers. We may not be able to attract and retain necessary team members to operate our business.

A widespread health epidemic could materially impact our business.
The Company’s business could be severely impacted by a widespread regional, national or global health epidemic. Our stores are a place where customers come together, interact and learn and at the same time discover the many joys of eating and sharing food. A widespread health epidemic may cause customers to avoid public gathering places or otherwise change their shopping behaviors. Additionally, a widespread health epidemic could also adversely impact our business by disrupting production and delivery of products to our stores and by impacting our ability to appropriately staff our stores.

Our investments in money market funds and certain other securities are subject to market risks, which may result in losses.
As of September 30, 2012, we had approximately $23.6 million in short-term investments classified as cash and cash equivalents and approximately $1.35 billion in available-for-sale marketable securities. We have invested these amounts primarily in state and local municipal obligations, government agency securities, corporate commercial paper, and money market funds meeting certain criteria. These investments are subject to general credit, liquidity, market and interest rate risks, which, if they materialize, could have a negative impact on our results of operations.

Effective tax rate changes and results of examinations by taxing authorities could materially impact our results of operations.
Our future effective tax rates could be adversely affected by the earnings mix being lower than historical results in states or countries where we have lower statutory rates and higher-than-historical results in states or countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or interpretations thereof. In addition, we are subject to periodic audits and examinations by the Internal Revenue Service (“IRS”) and other state and local taxing authorities. Our results could be materially impacted by the determinations and expenses related to proceedings by the IRS and other state and local taxing authorities. See Note 10 to the consolidated financial statements, “Income Taxes,” in Part II, “Item 8. Financial Statements and Supplementary Data,” of this Report on Form 10-K.

Unions may attempt to organize our team members, which could harm our business.
All of our team members are non-union, and we consider our team member relations to be very strong. From time to time, however, unions have attempted to organize all or part of our team member base at certain stores and non-retail facilities. Responding to such organization attempts is distracting to management and team members and may have a negative financial impact on a store, facility or the Company as a whole.

Changes in accounting standards and estimates could materially impact our results of operations.
Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations for many aspects of our business, such as accounting for insurance and self-insurance, inventories, goodwill and intangible assets, store closures, leases, income taxes and share-based payments, are highly complex and involve subjective judgments. Changes in these rules or their interpretation or changes in underlying estimates, assumptions or judgments by our management could significantly change or add significant volatility to our reported earnings without a comparable underlying change in cash flow from operations.

Unfavorable changes in governmental regulation could harm our business.
The Company is subject to various federal, state, local and international laws, regulations and administrative practices affecting our business, and we must comply with provisions regulating health and sanitation standards, food labeling, equal employment, minimum wages, and licensing for the sale of food and, in some stores, alcoholic beverages. Our new store openings could be delayed or prevented or our existing stores could be impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses. Changes in existing laws or implementation of new laws, regulations and practices (e.g., healthcare legislation and/or “card check” legislation) could have a significant impact on our business.

The USDA’s Organic Rule facilitates interstate commerce and the marketing of organically produced food, and provides assurance to our customers that such products meet consistent, uniform standards. Compliance with this rule could pose a significant burden on some of our suppliers, which may cause a disruption in some of our product offerings.


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We cannot predict the nature of future laws, regulations, interpretations or applications, or determine what effect either additional government regulations or administrative orders, when and if promulgated, or disparate federal, state, local and international regulatory schemes would have on our business in the future. They could, however, require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not able to be reformulated, additional recordkeeping, expanded documentation of the properties of certain products, expanded or different labeling and/or scientific substantiation. Any or all of such requirements could have an adverse effect on our operating results.

Disruptions in our information systems could harm our ability to run our business.
We rely extensively on information systems for point-of-sale processing in our stores, supply chain, financial reporting, human resources and various other processes and transactions. Our information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, including breaches of our transaction processing or other systems that could result in the compromise of confidential customer data, catastrophic events, and usage errors by our team members. If our systems are breached, damaged or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in our operations, face costly litigation, and our reputation with our customers may be harmed. Any material interruption in our information systems may have a material adverse effect on our operating results.

The risk associated with doing business in other countries could materially impact our results of operations.
Though only 3.2% of our total sales in fiscal year 2012, the Company’s international operations are subject to certain risks of conducting business abroad, including fluctuations in foreign currency exchange rates, changes in regulatory requirements, and changes or uncertainties in the economic, social and political conditions in the Company’s geographic areas, among other things.

We may be unable to adequately protect our intellectual property rights, which could harm our business.
We rely on a combination of trademark, trade secret and copyright law and internal procedures and nondisclosure agreements to protect our intellectual property. There can be no assurance that our intellectual property rights can be successfully asserted in the future or will not be invalidated, circumvented or challenged. In addition, the laws of certain foreign countries in which our products may be produced or sold do not protect our intellectual property rights to the same extent as the laws of the United States. Failure to protect our proprietary information could have a material adverse effect on our business.

A failure of our internal control over financial reporting could materially impact our business or stock price.
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. An internal control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all internal control systems, internal control over financial reporting may not prevent or detect misstatements. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud, and could expose us to litigation or adversely affect the market price of our common stock. The Company’s management concluded that its internal control over financial reporting was effective as of September 30, 2012. See Part II, “Item 9A. Controls and Procedures – Management’s Report on Internal Control over Financial Reporting.”

Item 1B.    Unresolved Staff Comments.

Not applicable.


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Item 2.    Properties.

As of September 30, 2012, we operated 335 stores: 322 stores in 39 U.S. states and the District of Columbia; 7 stores in Canada; and 6 stores in the United Kingdom. We own 12 stores, two distribution facilities and land for one store in development, including the adjacent property. We also own a building and land, which is leased to third parties; a building on leased land, which is leased to third parties; and we have one store and one parking facility in development on leased land. All other stores, distribution centers, bakehouses and administrative facilities are leased, and we have options to renew most of our leases in five-year increments. In addition, as of September 30, 2012, we had 29 leased properties and adjacent spaces that are not being utilized in current operations, of which 20 are related to our acquisition of Wild Oats Markets in August 2007. We are actively negotiating to sublease or terminate leases related to these locations.

The following table shows the number of our stores by state, the District of Columbia, Canada and the United Kingdom as of September 30, 2012:
Location
Number of stores

 
Location
Number of stores

 
Location
Number of stores

Alabama
1

 
Kansas
2

 
North Carolina
10

Arizona
7

 
Kentucky
2

 
Ohio
6

Arkansas
1

 
Louisiana
3

 
Oklahoma
2

California
69

 
Maine
1

 
Oregon
7

Canada
7

 
Maryland
8

 
Pennsylvania
10

Colorado
18

 
Massachusetts
21

 
Rhode Island
3

Connecticut
8

 
Michigan
5

 
South Carolina
2

District of Columbia
4

 
Minnesota
4

 
Tennessee
4

Florida
17

 
Missouri
2

 
Texas
20

Georgia
8

 
Nebraska
1

 
United Kingdom
6

Hawaii
3

 
Nevada
5

 
Utah
4

Illinois
17

 
New Jersey
10

 
Virginia
9

Indiana
2

 
New Mexico
4

 
Washington
7

Iowa
1

 
New York
12

 
Wisconsin
2


Item 3.    Legal Proceedings.

From time to time we are a party to legal proceedings including matters involving personnel and employment issues, personal injury, intellectual property 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.

Item 4.    Mine Safety Disclosures.

Not applicable.


16


PART II

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Whole Foods Market’s common stock is traded on the NASDAQ Global Select Market. Effective May 6, 2011, the Company changed its trading symbol to “WFM” from “WFMI.”

The Company is a member of the Standard & Poor’s S&P 500 Index, the NASDAQ-100® Index, and the Dow Jones Sustainability North America Index.

The following sets forth the intra-day quarterly high and low sale prices of the Company’s common stock for fiscal years 2012 and 2011:
 
High

 
Low

Fiscal year 2012:
 

 
 

September 26, 2011 to January 15, 2012
$
74.45

 
$
60.39

January 16, 2012 to April 8, 2012
86.35

 
73.52

April 9, 2012 to July 1, 2012
97.25

 
81.56

July 2, 2012 to September 30, 2012
100.50

 
81.55

Fiscal year 2011:
 

 
 

September 27, 2010 to January 16, 2011
$
53.06

 
$
34.04

January 17, 2011 to April 10, 2011
66.87

 
50.26

April 11, 2011 to July 3, 2011
66.75

 
53.92

July 4, 2011 to September 25, 2011
73.33

 
53.32


As of November 16, 2012, there were 1,453 holders of record of Whole Foods Market’s common stock, and the closing stock price was $90.54.

Performance Graph
The graph below compares the cumulative five-year total return to shareholders of Whole Foods Market, Inc.’s common stock relative to the cumulative total returns of the NASDAQ Composite Index and the S&P Food Retail Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from September 30, 2007 to September 30, 2012. The stock price performance included in this graph is not necessarily indicative of future stock price performance.


17


Dividends
Following is a summary of dividends declared per common share during fiscal years 2012 and 2011 (in thousands, except per share amounts):
Date of declaration
Dividend per
common share
 
Date of record
 
Date of payment
 
Total amount
Fiscal year 2012:
 
 
 
 
 
 
 
November 2, 2011
$
0.14

 
January 13, 2012
 
January 24, 2012
 
$
25,230

March 9, 2012
0.14

 
April 5, 2012
 
April 17, 2012
 
25,614

May 30, 2012
0.14

 
June 29, 2012
 
July 10, 2012
 
25,834

September 6, 2012 (1)
0.14

 
September 28, 2012
 
October 9, 2012
 
25,959

Fiscal year 2011:
 
 
 
 
 
 
 
December 8, 2010
$
0.10

 
January 10, 2011
 
January 20, 2011
 
$
17,348

February 27, 2011
0.10

 
April 12, 2011
 
April 22, 2011
 
17,572

June 7, 2011
0.10

 
June 24, 2011
 
July 5, 2011
 
17,700

September 8, 2011
0.10

 
September 19, 2011
 
September 29, 2011
 
17,827

(1) Dividend accrued at September 30, 2012

On November 7, 2012, the Company’s Board of Directors announced a 43% increase in the Company’s quarterly dividend to $0.20 per common share, payable on January 29, 2013, to shareholders of record at the close of business on January 18, 2013. 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.

Treasury Stock
On November 2, 2011, the Company’s Board of Directors authorized a share repurchase program in the amount of $200 million through November 1, 2013. During fiscal year 2012 the Company repurchased approximately 346,000 shares of the Company’s common stock on the open market at an average price of $82.69 per share. There were no share repurchases during the fourth quarter of fiscal year 2012. The total cost of shares held in treasury as of September 30, 2012 was approximately $28.6 million.

On November 15, 2012, the Company’s Board of Directors authorized a new share repurchase program whereby the Company may repurchase an amount of outstanding shares of common stock of the Company up to an aggregate amount of $300 million through December 31, 2014. This repurchase program is in addition to, and does not supersede or modify, the Company’s previously disclosed program to repurchase an amount of outstanding shares of common stock having an aggregate value of up to $200 million from time to time through November 1, 2013, of which approximately $171.4 million remains available.

Under the repurchase programs, purchases can be made from time to time using a variety of methods, which may include open market purchases or purchases through a Rule 10b5-1 trading plan, all in accordance with Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase programs do not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.

Redeemable Preferred Stock
On December 2, 2008, the Company issued 425,000 shares of Series A 8% Redeemable, Convertible Exchangeable Participating Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) to affiliates of Leonard Green & Partners, L.P., for approximately $413.1 million, net of approximately $11.9 million in closing and issuance costs. On October 23, 2009, the Company announced its intent to call all 425,000 outstanding shares of the Series A Preferred Stock for redemption in accordance with the terms governing such Series A Preferred Stock. Subject to conversion of the Series A Preferred Stock by its holders, the Company planned to redeem such Series A Preferred Stock on November 27, 2009, at a price per share equal to $1,000 plus accrued and unpaid dividends. In accordance with the terms governing the Series A Preferred Stock, at any time prior to the redemption date, the Series A Preferred Stock could be converted to common stock by the holders thereof. On November 26, 2009, the holders of the Company’s Series A Preferred Stock converted all outstanding shares into approximately 29.7 million shares of Company common stock. The shares of common stock were issued using a transaction exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. During fiscal year 2010, the Company paid cash dividends on the Series A Preferred Stock totaling $8.5 million.

18


Item 6.    Selected Financial Data.

Whole Foods Market, Inc.
Summary Financial Information
(In thousands, except per share amounts and operating data)

The following selected financial data are derived from the Company’s consolidated financial statements and should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.”
 
Sept. 30,
2012
Sept. 25,
2011
Sept. 26,
2010
Sept. 27,
2009
Sept. 28,
2008
Consolidated Statements of Operations Data (1)
 
 
 
 
 
Sales
$
11,698,828

$
10,107,787

$
9,005,794

$
8,031,620

$
7,953,912

Cost of goods sold and occupancy costs
7,543,054

6,571,238

5,869,519

5,276,493

5,246,468

Gross profit
4,155,774

3,536,549

3,136,275

2,755,127

2,707,444

Direct store expenses
2,983,419

2,628,811

2,376,590

2,146,626

2,108,679

General and administrative expenses
372,065

310,920

272,449

243,749

270,428

Pre-opening expenses
46,899

40,852

38,044

49,218

55,554

Relocation, store closure and lease termination costs
9,885

8,346

11,217

31,185

36,545

Operating income
743,506

547,620

437,975

284,349

236,238

Interest expense
(354
)
(3,882
)
(33,048
)
(36,856
)
(36,416
)
Investment and other income
8,892

7,974

6,854

3,449

6,697

Income before income taxes
752,044

551,712

411,781

250,942

206,519

Provision for income taxes
286,471

209,100

165,948

104,138

91,995

Net income
465,573

342,612

245,833

146,804

114,524

Preferred stock dividends


5,478

28,050


Income available to common shareholders
$
465,573

$
342,612

$
240,355

$
118,754

$
114,524

 
 
 
 
 
 
Basic earnings per share
$
2.55

$
1.96

$
1.45

$
0.85

$
0.82

Weighted average shares outstanding
182,401

175,221

166,244

140,414

139,886

 
 
 
 
 
 
Diluted earnings per share
$
2.52

$
1.93

$
1.43

$
0.85

$
0.82

Weighted average shares outstanding, diluted basis
184,444

177,279

171,710

140,414

140,011

 
 
 
 
 
 
Dividends declared per common share
$
0.56

$
0.40

$

$

$
0.60

 
 
 
 
 
 
Consolidated Balance Sheets Data
 

 

 

 

 

Net working capital
$
1,125,443

$
573,783

$
413,647

$
371,356

$
(43,571
)
Total assets
5,294,216

4,292,075

3,986,540

3,783,388

3,380,736

Long-term debt (including current maturities)
24,122

17,905

508,698

739,237

929,170

Shareholders’ equity
3,802,469

2,991,305

2,373,258

1,627,876

1,506,024

 
 
 
 
 
 
Operating Data
 

 

 

 

 

Number of stores at end of fiscal year
335

311

299

284

275

Average store size (gross square footage)
38,000

38,000

38,000

37,000

36,000

Average weekly sales per store
$
682,000

$
636,000

$
588,000

$
549,000

$
570,000

Comparable store sales increase (2)
8.7%

8.5%

7.1%

-3.1%

4.9%

Identical store sales increase (2)
8.4%

8.4%

6.5%

-4.3%

3.6%

(1) Fiscal year 2012 was a 53-week year and fiscal years 2011, 2010, 2009 and 2008 were 52-week years.
(2) Sales of a store are deemed to be comparable commencing in the fifty-third full week after the store was opened or acquired. Identical store sales exclude sales from relocated stores and remodeled stores with expansions of square footage greater than 20% from the comparable calculation. Stores closed for eight or more days are excluded from the comparable and identical store base in the first fiscal week of closure until re-opened for a full fiscal week.


19


Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview
Whole Foods Market, Inc. is the world’s leading retailer of natural and organic foods and America’s first national “Certified Organic” grocer. Our Company mission is to promote the vitality and well-being of all individuals by supplying the highest quality, most wholesome foods available. 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 was formed in 1980 and, as of September 30, 2012, operated 335 stores: 322 stores in 39 U.S. states and the District of Columbia; 7 stores in Canada; and 6 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 identical stores and open new stores. New stores generally become profitable within their first year of operation; although some new stores may incur operating losses for the first several years of operation. The Company’s average weekly sales and gross profit are typically highest in the second and third fiscal quarters, and lowest in the fourth fiscal quarter. Average weekly sales and gross profit are typically lower in the first fiscal quarter due to the product mix of holiday sales, and in the fourth fiscal quarter due to the seasonally slower sales during the summer months.

Sales of a store are deemed to be comparable commencing in the fifty-third full week after the store was opened or acquired. Stores acquired in purchase acquisitions enter the comparable store sales base effective the fifty-third full week following the date of the merger. Identical store sales exclude sales from relocated stores and remodeled stores with major expansions of square footage greater than 20% from the comparable calculation to reduce the impact of square footage growth on the comparison. Stores closed for eight or more days are excluded from the comparable and identical store base from the first fiscal week of closure until re-opened for a full fiscal week.

The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. Fiscal year 2012 was a 53-week year and fiscal years 2011 and 2010 were 52-week years.

Economic and Industry Factors
Food retailing is a large, intensely competitive industry. Our competition varies across the Company and 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, quality, customer service, price or a combination of these factors. Natural product sales through retail channels continue to experience significant growth, increasing 10% over the prior year, according to Natural Foods Merchandiser.

We offer a broad and differentiated selection of high-quality natural and organic products with a strong emphasis on perishable foods. We aspire to become an international brand synonymous with not just natural and organic foods, but also with being the highest quality food retailer in every community in which we are located.

Highlights for Fiscal Year 2012
We ended fiscal year 2012 with strong sales growth and record fourth quarter results, delivering the best year in our Company’s 32-year history. The pace of new store openings and lease signings continues to increase, and our accelerated growth plans are on track. Our commitment to natural and organic products, local products, high quality standards, emphasis on perishable product sales, healthy eating products and education, range of choices based on price, and empowered team members who focus on unparalleled customer service differentiate us from the competition and have created a loyal customer base. We continue to evaluate and strengthen our value offerings, providing a clear range of choices in every category. We believe our focus in these areas has played a key role in driving our sales growth, and we are committed to maintaining our unique positioning. In fiscal year 2012, a 53-week year:

Sales increased 15.7% over the prior year to $11.70 billion driven by an 8.7% comparable store sales increase and identical store sales increased 8.4% over the prior year;
Net income increased 35.9% over the prior year to $465.6 million;
Diluted earnings per share increased 30.6% over the prior year to $2.52;
EBITDA totaled $1.06 billion, an increase of 26.4% over the prior year;
We produced $919.7 million in cash flow from operations and invested $456.2 million in capital expenditures, of which $261.7 million related to new locations;
We made four dividend payments to common shareholders totaling $94.5 million; and
We had cash, restricted cash, and investments totaling $1.54 billion at the end of the fiscal year.

20


Outlook for Fiscal Year 2013
The following table provides guidance for fiscal year 2013:
Sales growth
10% - 12%
Comparable store sales growth
6.5% - 8.5%
Identical store sales growth
6.0% - 8.0%
General and administrative expenses as a percentage of sales
3.1%
Operating income as a percentage of sales
6.6% - 6.7%
Diluted earnings per share
$2.83 - $2.87
Diluted earnings per share growth
12% - 14%
Tax rate
38.6% - 39.0%
Ending square footage growth
8%

Fiscal year 2013 will be a 52-week year, with twelve weeks in the fourth fiscal quarter. On a 52-week to 52-week basis, the Company expects total sales growth of 12% to 14% and diluted earnings per share growth of 14% to 16%.

The Company expects capital expenditures for fiscal year 2013 to be in the range of approximately $565 million to $615 million, which includes the opening of approximately 32 to 34 new stores. The Company is committed to producing cash flows from operations in excess of its capital expenditure requirements on an annual basis, including sufficient cash flow to fund the 79 stores in its current development pipeline.

Results of Operations
The following table sets forth the Company’s statements of operations data expressed as a percentage of sales:
 
2012

 
2011

 
2010

Sales
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of goods sold and occupancy costs
64.5

 
65.0

 
65.2

Gross profit
35.5

 
35.0

 
34.8

Direct store expenses
25.5

 
26.0

 
26.4

General and administrative expenses
3.2

 
3.1

 
3.0

Pre-opening expenses
0.4

 
0.4

 
0.4

Relocation, store closure and lease termination costs
0.1

 
0.1

 
0.1

Operating income
6.4

 
5.4

 
4.9

Interest expense

 

 
(0.4
)
Investment and other income
0.1

 
0.1

 
0.1

Income before income taxes
6.4

 
5.5

 
4.6

Provision for income taxes
2.4

 
2.1

 
1.8

Net income
4.0

 
3.4

 
2.7

Preferred stock dividends

 

 
0.1

Income available to common shareholders
4.0
 %
 
3.4
 %
 
2.7
 %
Figures may not sum due to rounding.

Sales
Sales totaled approximately $11.70 billion, $10.11 billion and $9.01 billion in fiscal years 2012, 2011 and 2010, respectively, representing increases of 15.7%, 12.2% and 12.1% over the previous fiscal years, respectively. Sales increases for all years are due to comparable store sales increases and stores open or acquired less than one fiscal year, plus an additional week of sales in fiscal year 2012. Comparable store sales increased approximately 8.7%, 8.5% and 7.1% in fiscal years 2012, 2011 and 2010, respectively. Identical store sales increased approximately 8.4%, 8.4% and 6.5% in fiscal years 2012, 2011 and 2010, respectively. The sales increase contributed by stores open or acquired less than one fiscal year totaled approximately $293.8 million, $222.0 million and $251.8 million for fiscal years 2012, 2011 and 2010, respectively.


21


Comparable stores, relocated stores and remodels excluded from the identical store base, identical stores, and stores open less than one fiscal year were as follows:
 
2012

 
2011

 
2010

Comparable stores
311

 
298

 
281

Relocated stores
(7
)
 
(6
)
 
(6
)
Remodels with major expansions
(3
)
 
(1
)
 
(2
)
Identical stores
301

 
291

 
273

 
 
 
 
 
 
Stores open less than one fiscal year
25

 
18

 
18


We believe our efforts around value and differentiation continue to be a significant contributor to our momentum. Our customers have shifted their buying toward branded and organic products, higher priced tiers, and to several discretionary categories. With the moderation of inflation, we saw our identical store sales breakout move toward approximately 80% transaction count and 20% basket size. During fiscal year 2012, our transaction count in identical stores increased 6.7%, continuing to accelerate from the 5.7% increase we experienced in fiscal year 2011. The increase in transaction growth helped to offset the slower increase in basket size year-over year. Basket size is partially impacted by our growth in new customers, who tend to have a smaller average basket size. During fiscal year 2012, our basket size increased 1.7% compared to the 2.4% increase for fiscal year 2011.

Gross Profit
Gross profit totaled approximately $4.16 billion, $3.54 billion and $3.14 billion in fiscal years 2012, 2011 and 2010, respectively. Net LIFO inventory reserves increased approximately $0.1 million and $10.3 million in fiscal years 2012 and 2011, respectively. During fiscal year 2010, net LIFO inventory reserves decreased approximately $7.7 million due primarily to lower average inventory balances and net deflation in product costs. Moderation of inflation during the fiscal year ended September 30, 2012 resulted in an almost flat net LIFO inventory reserve, as compared to rising product costs in the prior year. Excluding the LIFO charge, gross profit increased 43 basis points, driven by improvement in occupancy costs and costs of goods sold. During fiscal year 2011, despite the 19 basis point impact from the LIFO charge, the Company maintained healthy gross margins by balancing rising product costs while maintaining our relative value position. The Company realized sequentially lower cost of goods sold during fiscal year 2010 by taking advantage of buying opportunities and improving our distribution, shrink control and inventory management.

We have maintained our commitment to offering highly competitive prices on known value items in addition to implementing targeted pricing and promotional strategies. The success of this ongoing strategy is reflected in our continued sales momentum and the results from our most recent competitive survey. The survey indicates we dramatically improved our pricing position versus our competitors during fiscal year 2012, resulting in our most competitive position in more than three years.

To the extent changes in costs are not reflected in changes in retail prices or changes in retail prices are delayed, our gross profit will be affected. Our gross profit may increase or decrease slightly depending on the mix of sales from new stores or the impact of commodity costs or a host of other factors, including possible supply shortages, and extreme weather-related disruptions. Relative to existing stores, gross profit margins tend to be lower for new stores and increase as stores mature, reflecting lower shrink as volumes increase, as well as increasing experience levels and operational efficiencies of the store teams.

Direct Store Expenses
Direct store expenses totaled approximately $2.98 billion, $2.63 billion and $2.38 billion in fiscal years 2012, 2011 and 2010, respectively. The 51 basis point decrease in direct store expenses as a percentage of sales in fiscal year 2012 primarily reflects leverage of 25 basis points in wages, 16 basis points in depreciation expense, and 8 basis points in healthcare costs. During fiscal year 2011, the 38 basis point decrease in direct store expenses as a percentage of sales primarily reflects leverage of 28 basis points in wages and 19 basis points in depreciation expense, partially offset by an increase in costs, including worker’s compensation expense of 5 basis points as a percentage of sales.

General and Administrative Expenses
General and administrative expenses totaled approximately $372.1 million, $310.9 million and $272.4 million in fiscal years 2012, 2011 and 2010, respectively. Higher wages and share-based payment expense, resulting primarily from our higher stock price, drove the 10 basis point increase in general and administrative expenses as a percentage of sales during fiscal year 2012. During fiscal year 2011, the increase in general and administrative expenses as a percentage of sales was primarily driven by higher wages, including wage costs associated with new strategic initiatives, totaling 6 basis points as a percentage of sales.


22


Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in thousands):
 
2012

 
2011

 
2010

Cost of goods sold and occupancy costs
$
1,874

 
$
1,396

 
$
862

Direct store expenses
22,647

 
14,121

 
10,140

General and administrative expenses
17,767

 
11,742

 
11,892

Share-based payment expense before income taxes
42,288

 
27,259

 
22,894

Income tax benefit
(15,759
)
 
(10,072
)
 
(9,170
)
Net share-based payment expense
$
26,529

 
$
17,187

 
$
13,724


Pre-opening Expenses
Pre-opening expenses totaled approximately $46.9 million, $40.9 million and $38.0 million in fiscal years 2012, 2011 and 2010, respectively. The Company opened 25, 18 and 16 new store locations during fiscal years 2012, 2011 and 2010, respectively. Average pre-opening expense per new store opened in the year indicated, including pre-opening rent, totaled approximately $1.7 million, $2.5 million and $2.6 million in fiscal years 2012, 2011 and 2010, respectively.

Relocation, Store Closure and Lease Termination Costs
Relocation, store closure and lease termination costs totaled approximately $9.9 million, $8.3 million and $11.2 million in fiscal years 2012, 2011 and 2010, respectively. The Company relocated or closed one, six and one store locations during fiscal years 2012, 2011 and 2010, respectively. Relocation, store closure and lease termination costs for fiscal years 2012, 2011 and 2010 include charges totaling approximately $2.4 million, $1.6 million and $6.9 million, respectively, to increase store closure reserves for increased estimated net lease obligations for closed stores. During fiscal year 2010, the Company recorded a gain totaling approximately $3.2 million related to the sale of a non-operating property.

Interest Expense
Interest expense, net of amounts capitalized, was approximately $0.4 million, $3.9 million and $33.0 million in fiscal years 2012, 2011 and 2010, respectively. Interest expense for fiscal years 2011 and 2010 consists principally of interest expense on the $700 million term loan we entered into to finance the acquisition of Wild Oats Markets. The reductions in interest expense are primarily due to the repayment of $490 million and $210 million of the term loan during fiscal years 2011 and 2010, respectively. The Company had no long-term debt amounts outstanding during fiscal year 2012, and its revolving line of credit expired in August 2012.

Investment and Other Income
Investment and other income which includes interest income, investment gains and losses, rental income and other income totaled approximately $8.9 million, $8.0 million and $6.9 million in fiscal years 2012, 2011 and 2010, respectively. The Company held higher average investment balances during fiscal years 2012 and 2011.

Income Taxes
Income taxes resulted in an effective tax rate of approximately 38.1%, 37.9% and 40.3% in fiscal years 2012, 2011 and 2010, respectively. The lower effective tax rates for fiscal years 2012 and 2011 reflect the tax effects of a reduction of reserves for uncertain tax positions and increased state tax credits in fiscal year 2012, and the tax effects of certain initiatives and investments in both fiscal years.

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”) 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 its 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.


23


The following is a tabular reconciliation of the non-GAAP financial measure EBITDA to GAAP net income, which the Company believes to be the most directly comparable GAAP financial measure. EBITDA was as follows (in thousands):
 
2012

 
2011

 
2010

Net income
$
465,573

 
$
342,612

 
$
245,833

Provision for income taxes
286,471

 
209,100

 
165,948

Interest expense
354

 
3,882

 
33,048

Investment and other income
(8,892
)
 
(7,974
)
 
(6,854
)
Operating income
743,506

 
547,620

 
437,975

Depreciation and amortization
311,550

 
287,109

 
275,589

EBITDA
$
1,055,056

 
$
834,729

 
$
713,564


The Company defines ROIC as annualized adjusted earnings divided by average invested capital. Earnings are annualized on a 52-week basis. Adjustments to earnings are defined in the following tabular reconciliation. Invested capital represents a trailing four-quarter average. ROIC was as follows (in thousands):
 
2012

 
2011

 
2010

Net income
$
465,573

 
$
342,612

 
$
245,833

Interest expense, net of taxes
219

 
2,411

 
19,730

Adjusted earnings
465,792

 
345,023

 
265,563

Total rent expense, net of taxes (1)
211,344

 
193,609

 
175,542

Estimated depreciation on capitalized operating leases, net of tax (2)
(140,896
)
 
(129,073
)
 
(117,028
)
Adjusted earnings, including interest related to operating leases
536,240

 
409,559

 
324,077

 
 
 
 
 
 
Annualized adjusted earnings
$
457,115

 
$
345,023

 
$
265,563

Annualized adjusted earnings, including interest related to
operating leases
$
526,204

 
$
409,559

 
$
324,077

 
 
 
 
 
 
Average working capital, excluding current portion of long-term debt
$
955,973

 
$
493,187

 
$
450,827

Average property and equipment, net
2,090,103

 
1,950,435

 
1,891,750

Average other assets
954,899

 
872,117

 
878,341

Average other liabilities
(460,155
)
 
(389,198
)
 
(349,101
)
Average invested capital
$
3,540,820

 
$
2,926,541

 
$
2,871,817

Average estimated asset base of capitalized operating leases (3)
2,740,419

 
2,501,264

 
2,355,315

Average invested capital, adjusted for capitalization of operating leases
$
6,281,239

 
$
5,427,805

 
$
5,227,132

 
 
 
 
 
 
ROIC
12.9%

 
11.8%

 
9.2%

ROIC, adjusted for capitalization of operating leases
8.4%

 
7.5%

 
6.2%

(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 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 thousands):
 
September 30,
2012
 
September 25,
2011
Cash and cash equivalents
$
89,016

 
$
212,004

Short-term investments - available-for-sale securities
1,131,213

 
442,320

Total
$
1,220,229

 
$
654,324


Additionally, the Company held long-term investments in available-for-sale securities totaling approximately $221.4 million and $52.8 million at September 30, 2012 and September 25, 2011, respectively.

We generated cash flows from operating activities of approximately $919.7 million, $754.8 million and $585.3 million in fiscal years 2012, 2011 and 2010, respectively. Cash flows from operating activities resulted primarily from our net income plus non-cash expenses and changes in operating working capital.

24


Net cash used in investing activities totaled approximately $1.34 billion, $450.7 million and $715.4 million for fiscal years 2012, 2011 and 2010, respectively. Net purchases of available-for-sale securities totaled approximately $871.3 million, $73.1 million and $425.6 million for fiscal years 2012, 2011 and 2010, respectively. 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 landlord incentives and complexity of site development issues. Capital expenditures for fiscal years 2012, 2011 and 2010 totaled approximately $456.2 million, $365.0 million and $256.8 million, respectively, of which approximately $261.7 million, $203.5 million and $171.4 million, respectively, was for new store development and approximately $194.5 million, $161.5 million and $85.4 million, respectively, was for remodels and other property and equipment expenditures.

The following table provides information about the Company’s store development activities:
 
Stores opened during fiscal year 2011
Stores opened during fiscal year 2012
Stores opened during fiscal year 2013 as of Nov. 7, 2012
Properties tendered as of Nov. 7, 2012
Total leases signed as of Nov. 7, 2012 (1)
Number of stores (including relocations)
18

25

7

12

79

Number of relocations
6

1


4

10

New markets

8

4

4

18

Average store size (gross square feet)
39,400

35,500

33,500

37,600

36,600

Total square footage
708,700

887,400

234,800

450,800

2,896,300

Average tender period in months
12.5

7.9

5.9

 

 

Average pre-opening expense per store
$2.5 million

$1.7 million

 
 

 

Average pre-opening rent per store
$1.2 million

$0.6 million

 
 

 

(1) Includes leases for properties tendered

The following table provides information about the Company’s estimated store openings for fiscal years 2013 and 2014:
 
Estimated
openings
Relocations
Average
new store
square footage
Ending square
footage growth
Fiscal year 2013
32 - 34
5
34,000

8%
Fiscal year 2014
33 - 38
2 - 3
38,000

8% - 9%

On October 26, 2012, the Company announced plans to purchase six leases, averaging 31,000 square feet in size, from Johnnie’s Foodmaster. Johnnie’s Foodmaster will close the stores prior to the anticipated November 30, 2012 transaction closing date. The Company plans to remodel and reopen the locations as Whole Foods Market stores before the end of September 2013. The leases related to this transaction are included in the current development pipeline in the tables above.

We believe we will produce operating cash flows in excess of the capital expenditures needed to open the 79 stores in our current development pipeline.

Over the long term, the Company considers 1,000 stores to be a reasonable indication of its market opportunity in the United States as the Whole Foods Market brand continues to strengthen, consumer demand for natural and organic products continues to increase, and the Company’s flexibility on new store size opens up additional market opportunities. The Company believes significant opportunities exist in Canada and the United Kingdom as well. Our growth strategy is to expand primarily through new store openings, with the majority of our new stores to fall in the range of 35,000 to 45,000 square feet going forward.

Net cash provided by financing activities totaled approximately $297.2 million in fiscal year 2012. Net cash used in financing activities totaled approximately $223.6 million and $168.9 million in fiscal years 2011 and 2010, respectively.

During fiscal year 2007, the Company entered into a $700 million, five-year term loan agreement to finance the acquisition of Wild Oats Markets. During fiscal year 2010, the Company repaid the $210 million portion of the term loan that was not subject to an interest rate swap agreement. During fiscal year 2011, the Company repaid the $490 million outstanding balance on the term loan. The Company also had outstanding a $350 million revolving line of credit that expired August 2012. The Company’s obligations under the facility were secured by liens on certain of the Company’s assets, including stock of its subsidiaries. The Company elected not to renew the revolving line of credit, due to its significant cash position. No amounts were drawn under this agreement during fiscal year 2012 or 2011.


25


Net proceeds to the Company from the exercise of stock options by team members are driven by a number of factors, including fluctuations in our stock price, and totaled approximately $370.2 million, $296.7 million and $47.0 million in fiscal years 2012, 2011 and 2010, respectively. 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 September 30, 2012, September 25, 2011 and September 26, 2010, approximately 8.4 million shares, 11.7 million shares, and 12.7 million shares of our common stock, respectively, were available for future stock incentive grants.

On December 8, 2010, the Company’s Board of Directors reinstated a $0.10 quarterly cash dividend to shareholders. During fiscal year 2011, the Company made three quarterly dividend payments to shareholders totaling approximately $52.6 million. On November 2, 2011, the Company’s Board of Directors increased the quarterly dividend by 40% to $0.14 per common share. During fiscal year 2012, the Company made four quarterly dividend payments to shareholders totaling approximately $94.5 million.

Following is a summary of dividends declared per common share during fiscal years 2012 and 2011 (in thousands, except per share amounts):
Date of declaration
Dividend per
common share
 
Date of record
 
Date of payment
 
Total amount
Fiscal year 2012:
 
 
 
 
 
 
 
November 2, 2011
$
0.14

 
January 13, 2012
 
January 24, 2012
 
$
25,230

March 9, 2012
0.14

 
April 5, 2012
 
April 17, 2012
 
25,614

May 30, 2012
0.14

 
June 29, 2012
 
July 10, 2012
 
25,834

September 6, 2012 (1)
0.14

 
September 28, 2012
 
October 9, 2012
 
25,959

Fiscal year 2011:
 
 
 
 
 
 
 
December 8, 2010
$
0.10

 
January 10, 2011
 
January 20, 2011
 
$
17,348

February 27, 2011
0.10

 
April 12, 2011
 
April 22, 2011
 
17,572

June 7, 2011
0.10

 
June 24, 2011
 
July 5, 2011
 
17,700

September 8, 2011
0.10

 
September 19, 2011
 
September 29, 2011
 
17,827

(1) Dividend accrued at September 30, 2012

On November 7, 2012, the Company’s Board of Directors announced a 43% increase in the Company’s quarterly dividend to $0.20 per common share. 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.

On November 2, 2011, the Company’s Board of Directors authorized a share repurchase program in the amount of $200 million through November 1, 2013. During fiscal year 2012 the Company repurchased approximately 346,000 shares of the Company’s common stock on the open market at an average price of $82.69 per share. The total cost of shares held in treasury as of September 30, 2012 was approximately $28.6 million.

On November 15, 2012, the Company’s Board of Directors authorized a new share repurchase program whereby the Company may repurchase an amount of outstanding shares of common stock of the Company up to an aggregate amount of $300 million through December 31, 2014. This repurchase program is in addition to, and does not supersede or modify, the Company’s previously disclosed program to repurchase an amount of outstanding shares of common stock having an aggregate value of up to $200 million from time to time through November 1, 2013, of which approximately $171.4 million remains available.

Under the repurchase programs, purchases can be made from time to time using a variety of methods, which may include open market purchases or purchases through a Rule 10b5-1 trading plan, all in accordance with Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase programs do not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.

On December 2, 2008, the Company issued 425,000 shares of Series A 8% Redeemable, Convertible Exchangeable Participating Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) to affiliates of Leonard Green & Partners, L.P., for

26


approximately $413.1 million, net of approximately $11.9 million in closing and issuance costs. On November 26, 2009, the holders converted all 425,000 outstanding shares of Series A Preferred Stock into approximately 29.7 million shares of common stock of the Company. During fiscal year 2010, the Company paid cash dividends on the Series A Preferred Stock totaling $8.5 million.

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 September 30, 2012 (in thousands):
 
Total
 
Less than 1
year
 
1-3
years
 
3-5
years
 
More than 5
years
Capital lease obligations (including interest)
$
44,590

 
$
2,967

 
$
5,560

 
$
5,341

 
$
30,722

Operating lease obligations (1)
6,774,839

 
309,058

 
749,870

 
793,088

 
4,922,823

Total
$
6,819,429

 
$
312,025

 
$
755,430

 
$
798,429

 
$
4,953,545

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

Gross unrecognized tax benefits and related interest and penalties at September 30, 2012 were approximately $6.1 million. 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 September 30, 2012, 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.

The effect of exchange rate changes on cash included in the Consolidated Statements of Cash Flows resulted in increases in cash and cash equivalents totaling approximately $1.5 million and $0.9 million for fiscal years 2012 and 2010, respectively, and a decrease in cash and cash equivalents totaling approximately $0.6 million for fiscal year 2011, reflecting the relative strengthening and weakening of the Canadian dollar and pound sterling compared to the U.S. dollar during these periods.

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 condition, 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 September 30, 2012 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.

Critical Accounting Policies
The preparation of our financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures of contingent assets and liabilities. Actual amounts may differ from these estimates. We base our estimates on historical experience and on various other assumptions and factors that we believe to be reasonable under the circumstances. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate under the facts and circumstances.

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our significant accounting policies are summarized in Note 2 to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data.” We believe that the following accounting policies are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.

Inventory Valuation
We value our inventories at the lower of cost or market. Cost was determined using the dollar value retail last-in, first-out (“LIFO”) method for approximately 92.1% and 92.3% of inventories at September 30, 2012 and September 25, 2011,

27


respectively. Under the LIFO method, the cost assigned to items sold is based on the cost of the most recent items purchased. As a result, the costs of the first items purchased remain in inventory and are used to value ending inventory. The excess of estimated current costs over LIFO carrying value, or LIFO reserve, was approximately $29.8 million and $29.7 million at September 30, 2012 and September 25, 2011, respectively. Costs for remaining inventories are determined by the first-in, first-out (“FIFO”) method. Cost is determined using the item cost method and the retail method for inventories. The item cost method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase cost (net of vendor allowances) of each item and recording the actual cost of items sold. The item cost method of accounting enables management to more precisely manage inventory and purchasing levels when compared to the retail method of accounting. Under the retail method, the valuation of inventories at cost and the resulting gross margins are determined by counting each item in inventory, then applying a cost-to-retail ratio for various groupings of similar items to the retail value of inventories. Inherent in the retail inventory method calculations are certain management judgments and estimates which could impact the ending inventory valuation at cost as well as the resulting gross margins.

Our cost-to-retail ratios contain uncertainties because the calculation requires management to make assumptions and to apply judgment regarding inventory mix, inventory spoilage and inventory shrink. Because of the significance of the judgments and estimation processes, it is possible that different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. A 10% difference in our cost-to-retail ratios at September 30, 2012 would have affected net income by approximately $0.8 million for fiscal year 2012.

Goodwill and Intangible Assets
Goodwill consists of the excess of cost of acquired enterprises over the sum of the amounts assigned to identifiable assets acquired less liabilities assumed. Goodwill is reviewed for impairment annually during the Company’s fourth fiscal quarter, or more frequently if impairment indicators arise, on a reporting unit level. We allocate goodwill to one reporting unit for goodwill impairment testing. A qualitative assessment is performed to determine whether it is more likely than not that the fair value of the reporting unit is impaired. If it is more likely than not, we compare our fair value, which is determined utilizing both a market value method and discounted projected future cash flows, to our carrying value for the purpose of identifying impairment. Our annual impairment review requires extensive use of accounting judgment and financial estimates. Application of alternative assumptions and definitions, such as reviewing goodwill for impairment at a different organizational level, could produce significantly different results. Because of the significance of the judgments and estimation processes, it is possible that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
We evaluate long-lived assets for impairment whenever events or changes in circumstances, such as unplanned negative cash flow or short lease life, indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The fair value, based on hierarchy input Level 3, is determined using management’s best estimate based on a discounted cash flow model based on future store operating results using internal projections or based on a review of the future benefit the Company anticipates receiving from the related assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Application of alternative assumptions, such as changes in estimate of future cash flows, could produce significantly different results. Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change.

Insurance and Self-Insurance Liabilities
The Company uses a combination of insurance and self-insurance plans to provide for the potential liabilities for workers’ compensation, general liability, property insurance, director and officers’ liability insurance, vehicle liability, and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. While we believe that our assumptions are appropriate, the estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.

We have not made any changes in the accounting methodology used to establish our insurance and self-insured liabilities during the past three fiscal years.

Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. A 10% change in our insurance

28


and self-insured liabilities at September 30, 2012 would have affected net income by approximately $7.1 million for fiscal year 2012.

Reserves for Closed Properties
The Company maintains reserves for retail stores and other properties that are no longer being utilized in current operations. The Company provides for closed property operating lease liabilities using a discount rate to calculate the present value of the remaining non-cancelable lease payments and lease termination fees after the closing date, net of estimated subtenant income. The closed property lease liabilities are expected to be paid over the remaining lease terms, which generally range from 1 month to 17 years. The reserves for closed properties include management’s estimates for lease subsidies, lease terminations and future payments on exited real estate. The Company estimates subtenant income and future cash flows based on the Company’s experience and knowledge of the area in which the closed property is located, the Company’s previous efforts to dispose of similar assets, existing economic conditions and when necessary utilizes local real estate brokers.

Adjustments to closed property reserves primarily relate to changes in estimated subtenant income or actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the changes become known.

Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. A 10% change in our closed property reserves at September 30, 2012 would have affected net income by a maximum of approximately $2.5 million for fiscal year 2012.

Share-Based Payments
The Company maintains several share-based incentive plans. We grant both options to purchase common stock and restricted common stock under our Whole Foods Market 2009 Stock Incentive Plan. All options outstanding are governed by the original terms and conditions of the grants. Options are granted at an option price equal to the market value of the stock at the grant date and generally vest ratably over a four- or nine-year period beginning one year from grant date and have a five, seven, or ten year term. The grant date is established once the Company’s Board of Directors approves the grant and all key terms have been determined. The exercise prices of our stock option grants are the closing price on the grant date. Stock option grant terms and conditions are communicated to team members within a relatively short period of time. Our Company generally approves one primary stock option grant annually, occurring during a trading window. Restricted common stock is granted at the market price of the stock on the day of grant and generally vests over a three-year period.

The Company uses the Black-Scholes multiple option pricing model which requires extensive use of accounting judgment and financial estimates, including estimates of the expected term team members will retain their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term, and the number of options that will be forfeited prior to the completion of their vesting requirements. The related share-based payment expense is recognized on a straight-line basis over the vesting period. The tax savings resulting from tax deductions in excess of expense reflected in the Company’s financial statements are reflected as a financing cash flow.

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 per share dilution from share-based payment expense will not exceed 10%.

We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to determine share-based payment expense. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to changes in share-based payment expense that could be material.

Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. A 10% change in our share-based payment expense would have affected net income by approximately $2.6 million for fiscal year 2012.

Income Taxes
We recognize deferred income tax assets and liabilities by applying statutory tax rates in effect at the balance sheet date to differences between the book basis and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Deferred tax assets and liabilities are adjusted to reflect changes in tax laws or rates in the period that includes the enactment date. Significant accounting judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. In addition, we are subject to periodic audits and examinations by the Internal Revenue Service (“IRS”)

29


and other state and local taxing authorities. Although we believe that our estimates are reasonable, actual results could differ from these estimates.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

To the extent we prevail in matters for which reserves have been established, or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of our cash and would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction in our effective income tax rate in the period of resolution.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to interest rate changes and changes in market values of our investments. 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 and long-term debt.

The Company holds short-term investments that are classified as cash equivalents. We had cash equivalent investments totaling approximately $23.6 million and $75.9 million at September 30, 2012 and September 25, 2011, respectively. These investments 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 fiscal year 2012 and 2011, a hypothetical 10% increase or decrease in interest rates would not have materially affected our consolidated financial statements.

The Company also holds available-for-sale securities that are classified as short-term and long-term investments generally consisting of state and local municipal obligations. We had short-term investments totaling approximately $1.13 billion and long-term investments totaling approximately $221.4 million at September 30, 2012. Short-term investments totaled approximately $442.3 million and long-term investments totaled approximately $52.8 million at September 25, 2011. 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 fiscal years 2012 and 2011, a hypothetical 10% increase or decrease in interest rates would not have materially affected interest income earned on these investments.

Foreign Currency Risk
The Company is exposed to foreign currency exchange risk. We own and operate seven stores in Canada and six stores in the United Kingdom. Sales made from the Canadian and United Kingdom stores 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.

At September 30, 2012, 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.


30


Item 8.    Financial Statements and Supplementary Data.

Whole Foods Market, Inc.
Index to Consolidated Financial Statements



31


Whole Foods Market, Inc.
Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders of Whole Foods Market, Inc.

We have audited the accompanying consolidated balance sheets of Whole Foods Market, Inc. as of September 30, 2012 and September 25, 2011, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the three fiscal years in the period ended September 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Whole Foods Market, Inc. at September 30, 2012 and September 25, 2011, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended September 30, 2012, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Whole Foods Market, Inc.’s internal control over financial reporting as of September 30, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 21, 2012 expressed an unqualified opinion thereon.



/s/ Ernst & Young LLP
Austin, Texas
November 21, 2012


32


Whole Foods Market, Inc.
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting


To the Board of Directors and Shareholders of Whole Foods Market, Inc.

We have audited Whole Foods Market, Inc.’s internal control over financial reporting as of September 30, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Whole Foods Market, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Whole Foods Market, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Whole Foods Market, Inc. as of September 30, 2012 and September 25, 2011, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the three fiscal years in the period ended September 30, 2012 of Whole Foods Market, Inc. and our report dated November 21, 2012 expressed an unqualified opinion thereon.



/s/ Ernst & Young LLP
Austin, Texas
November 21, 2012


33


Whole Foods Market, Inc.
Consolidated Balance Sheets
(In thousands)
September 30, 2012 and September 25, 2011

Assets
2012

 
2011

Current assets:
 
 
 
Cash and cash equivalents
$
89,016

 
$
212,004

Short-term investments - available-for-sale securities
1,131,213

 
442,320

Restricted cash
102,873

 
91,956

Accounts receivable
196,503

 
175,310

Merchandise inventories
374,269

 
336,799

Prepaid expenses and other current assets
76,511

 
73,579

Deferred income taxes
132,246

 
121,176

Total current assets
2,102,631

 
1,453,144

Property and equipment, net of accumulated depreciation and amortization
2,192,683

 
1,997,212

Long-term investments - available-for-sale securities
221,426

 
52,815

Goodwill
662,938

 
662,938

Intangible assets, net of accumulated amortization
62,399

 
67,234

Deferred income taxes
42,834

 
50,148

Other assets
9,305

 
8,584

Total assets
$
5,294,216

 
$
4,292,075

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current installments of capital lease obligations
$
1,012

 
$
466

Accounts payable
247,089

 
236,913

Accrued payroll, bonus and other benefits due team members
307,164

 
281,587

Dividends payable
25,959

 
17,827

Other current liabilities
395,964

 
342,568

Total current liabilities
977,188

 
879,361

Long-term capital lease obligations, less current installments
23,110

 
17,439

Deferred lease liabilities
440,822

 
353,776

Other long-term liabilities
50,627

 
50,194

Total liabilities
1,491,747

 
1,300,770

 
 
 
 
Shareholders’ equity:
 
 
 
Common stock, no par value, 600,000 and 300,000 shares authorized; 185,783 and 178,886 shares issued; 185,437 and 178,886 shares outstanding at 2012 and 2011, respectively
2,592,369

 
2,120,972

Common stock in treasury, at cost
(28,599
)
 

Accumulated other comprehensive income (loss)
5,266

 
(164
)
Retained earnings
1,233,433

 
870,497

Total shareholders’ equity
3,802,469

 
2,991,305

Commitments and contingencies


 


Total liabilities and shareholders’ equity
$
5,294,216

 
$
4,292,075


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


34


Whole Foods Market, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
Fiscal years ended September 30, 2012, September 25, 2011 and September 26, 2010

 
2012

 
2011

 
2010

Sales
$
11,698,828

 
$
10,107,787

 
$
9,005,794

Cost of goods sold and occupancy costs
7,543,054

 
6,571,238

 
5,869,519

Gross profit
4,155,774

 
3,536,549

 
3,136,275

Direct store expenses
2,983,419

 
2,628,811

 
2,376,590

General and administrative expenses
372,065

 
310,920

 
272,449

Pre-opening expenses
46,899

 
40,852

 
38,044

Relocation, store closure and lease termination costs
9,885

 
8,346

 
11,217

Operating income
743,506

 
547,620

 
437,975

Interest expense
(354
)
 
(3,882
)
 
(33,048
)
Investment and other income
8,892

 
7,974

 
6,854

Income before income taxes
752,044

 
551,712

 
411,781

Provision for income taxes
286,471

 
209,100

 
165,948

Net income
465,573

 
342,612

 
245,833

Preferred stock dividends

 

 
5,478

Income available to common shareholders
$
465,573

 
$
342,612

 
$
240,355

 
 
 
 
 
 
Basic earnings per share
$
2.55

 
$
1.96

 
$
1.45

Weighted average shares outstanding
182,401

 
175,221

 
166,244

 
 
 
 
 
 
Diluted earnings per share
$
2.52

 
$
1.93

 
$
1.43

Weighted average shares outstanding, diluted basis
184,444

 
177,279

 
171,710

 
 
 
 
 
 
Dividends declared per common share
$
0.56

 
$
0.40

 
$


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


35


Whole Foods Market, Inc.
Consolidated Statements of Shareholders’ Equity and Comprehensive Income
(In thousands, except per share amounts)
Fiscal years ended September 30, 2012, September 25, 2011 and September 26, 2010

 
Shares
outstanding
Common
stock
Common
stock in
treasury
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Total
shareholders’
equity
Balances at September 27, 2009
140,542

$
1,283,028

$

$
(13,367
)
$
358,215

$
1,627,876

Net income




245,833

245,833

Foreign currency translation adjustments



1,564


1,564

Reclassification adjustments for amounts included in net income



12,943


12,943

Change in unrealized gains and losses, net of income taxes



(349
)

(349
)
Comprehensive income
 

 

 

 

 
259,991

Redeemable preferred stock dividends
358

5,195



(5,478
)
(283
)
Conversion of preferred stock
29,311

413,052




413,052

Issuance of common stock pursuant to team member stock plans
1,822

47,020




47,020

Excess tax benefit related to exercise of team member stock options

2,708




2,708

Share-based payment expense

22,894




22,894

Balances at September 26, 2010
172,033

1,773,897


791

598,570

2,373,258

Net income




342,612

342,612

Foreign currency translation adjustments



(1,209
)

(1,209
)
Reclassification adjustments for amounts included in net income



245


245

Change in unrealized gains and losses, net of income taxes



9


9

Comprehensive income
 

 

 
 

 

341,657

Dividends ($0.40 per common share)




(70,447
)
(70,447
)
Issuance of common stock pursuant to team member stock plans
6,857

301,591




301,591

Excess tax benefit related to exercise of team member stock options

18,225




18,225

Share-based payment expense

27,259




27,259

Other
(4
)



(238
)
(238
)
Balances at September 25, 2011
178,886

2,120,972


(164
)
870,497

2,991,305

Net income




465,573

465,573

Foreign currency translation adjustments



5,305


5,305

Change in unrealized gains and losses, net of income taxes



125


125

Comprehensive income
 

 



 

 

471,003

Dividends ($0.56 per common share)




(102,637
)
(102,637
)
Issuance of common stock pursuant to team member stock plans
6,897

365,717




365,717

Purchase of treasury stock
(346
)

(28,599
)


(28,599
)
Excess tax benefit related to exercise of team member stock options

63,392




63,392

Share-based payment expense

42,288




42,288

Balances at September 30, 2012
185,437

$
2,592,369

$
(28,599
)
$
5,266

$
1,233,433

$
3,802,469


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


36


Whole Foods Market, Inc.
Consolidated Statements of Cash Flows
(In thousands)
Fiscal years ended September 30, 2012, September 25, 2011 and September 26, 2010

 
2012

 
2011

 
2010

Cash flows from operating activities
 
 
 
 
 
Net income
$
465,573

 
$
342,612

 
$
245,833

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
311,550

 
287,109

 
275,589

Loss (gain) on disposition of fixed assets
2,223

 
2,228

 
(170
)
Share-based payment expense
42,288

 
27,259

 
22,894

LIFO expense (benefit)
100

 
10,250

 
(7,670
)
Deferred income tax expense (benefit)
(8,039
)
 
19,540

 
(33,534
)
Excess tax benefit related to exercise of team member stock options
(50,349
)
 
(22,741
)
 
(2,982
)
Accretion of premium/discount on marketable securities
15,710

 
6,164

 
1,521

Deferred lease liabilities
77,044

 
53,381

 
39,636

Other
(1,695
)