UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended ~~April~~July 92, 2017; or
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.

Commission File Number: 0-19797

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)



Texas		74-1989366
(State of		(IRS employer
incorporation)		identification no.)

550 Bowie Street

Austin, Texas 78703

(Address of principal executive offices)

512-477-4455

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)		Emerging growth company o

If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

The number of shares of the registrant’s common stock, no par value, outstanding as of ~~May 12~~July 30, 2017 was ~~319~~320,~~564~~251,~~636~~710 shares.

Whole Foods Market, Inc.

Form 10-Q

Table of Contents

	Page
Part I. Financial Information
Item 1. Financial Statements.
Consolidated Balance Sheets (unaudited), April 9, 2017 and September 25, 2016	1
Consolidated Balance Sheets (unaudited), July 2, 2017 and September 25, 2016	1
Consolidated Statements of Operations (unaudited), for the twelve and twenty-eight weeks endedApril 9, 2017 and April 10, 2016	2
Consolidated Statements of Operations (unaudited), for the twelve and forty weeks endedJuly 2, 2017 and July 3, 2016	2
Consolidated Statements of Comprehensive Income (unaudited), for the twelve and twenty-eight weeks endedApril 9, 2017 and April 10, 2016	3
Consolidated Statements of Comprehensive Income (unaudited), for the twelve and forty weeks endedJuly 2, 2017 and July 3, 2016	3
Consolidated Statements of Shareholders’ Equity (unaudited), for the twenty-eight weeks endedApril 9, 2017 and fiscal year ended September 25, 2016	4
Consolidated Statements of Shareholders’ Equity (unaudited), for the forty weeks endedJuly 2, 2017 and fiscal year ended September 25, 2016	4
Consolidated Statements of Cash Flows (unaudited), for the twenty-eight weeks endedApril 9, 2017 and April 10, 2016	5
Consolidated Statements of Cash Flows (unaudited), for the forty weeks endedJuly 2, 2017 and July 3, 2016	5
Notes to Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	3029
Item 4. Controls and Procedures.	3029
Part II. Other Information
Item 1. Legal Proceedings.	3130
Item 1A. Risk Factors.	3130
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	3130
Item 5. Other.	32
Item 5. Other Information	30
Item 6. Exhibits.	3231
Signature	3332

Table of Contents

Part I. Financial Information

Item 1. Financial Statements.

Whole Foods Market, Inc.

Consolidated Balance Sheets (unaudited)

(In millions)

Assets	~~April~~July 92, 2017			September 25, 2016
Current assets:
Cash and cash equivalents	$	~~412~~279		$	351
Short-term investments - available-for-sale securities	~~476~~720			379
Restricted cash	124			122
Accounts receivable	~~255~~246			242
Merchandise inventories	~~508~~483			517
Prepaid expenses and other current assets	~~119~~117			167
Deferred income taxes	~~214~~222			197
Total current assets	2,~~108~~191			1,975
Property and equipment, net of accumulated depreciation and amortization	3,~~469~~482			3,442
Long-term investments - available-for-sale securities	24			—
Goodwill	710			710
Intangible assets, net of accumulated amortization	7170			74
Deferred income taxes	~~114~~87			100
Other assets	4146			40
Total assets	$	6,~~513~~610		$	6,341
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt and capital lease obligations	$	2		$	3
Accounts payable	~~313~~305			307
Accrued payroll, bonus and other benefits due team members	~~393~~391			407
Dividends payable	4558			43
Other current liabilities	~~584~~568			581
Total current liabilities	1,~~337~~324			1,341
Long-term debt and capital lease obligations, less current installments	1,~~047~~046			1,048
Deferred lease liabilities	~~665~~678			640
Other long-term liabilities	~~105~~104			88
Total liabilities	3,~~154~~152			3,117
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value, 1,200 shares authorized; 377.0 shares issued; 318.8 and 318.3 shares outstanding at 2017 and 2016, respectively	2,945			2,933
Common stock, no par value, 1,200 shares authorized; 376.8 and 377.0 shares issued; 320.1 and 318.3 shares outstanding at 2017 and 2016, respectively	2,946			2,933
Common stock in treasury, at cost, 58.2 and 58.7 shares at 2017 and 2016, respectively	(2,004		)	(2,026		)
Common stock in treasury, at cost, 56.7 and 58.7 shares at 2017 and 2016, respectively	(1,959		)	(2,026		)
Accumulated other comprehensive loss	(3530		)	(32		)
Retained earnings	2,~~453~~501			2,349
Total shareholders’ equity	3,~~359~~458			3,224
Total liabilities and shareholders’ equity	$	6,~~513~~610		$	6,341

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

Table of Contents

Whole Foods Market, Inc.

Consolidated Statements of Operations (unaudited)

(In millions, except per share amounts)

	Twelve weeks ended						~~Twenty-eight~~Forty weeks ended
	April 9, 2017			April 10, 2016			April 9, 2017			April 10, 2016
	July 2, 2017			July 3, 2016			July 2, 2017			July 3, 2016
Sales	$	3,~~737~~725		$	3,~~696~~703		$	812,~~656~~381		$	812,~~524~~227
Cost of goods sold and occupancy costs	2,~~463~~457			2,~~406~~417			58,~~732~~189			58,~~593~~010
Gross profit	1,~~274~~268			1,~~290~~286			24,~~924~~192			24,~~931~~217
Selling, general and administrative expenses	1,~~057~~072			1,~~028~~057			23,~~474~~546			23,~~402~~458
Pre-opening expenses	1213			18			3346			3149
Relocation, store closure and lease termination costs	343			32			7477			58
Operating income	~~171~~180			~~241~~209			~~343~~523			~~493~~702
Interest expense	(11		)	(1112		)	(2637		)	(1830		)
Investment and other income	2			5			1			9
Investment and other income (expense)	4			(1		)	6			8
Income before income taxes	~~162~~173			~~235~~196			~~318~~492			~~484~~680
Provision for income taxes	6367			9376			~~124~~192			~~185~~261
Net income	$	99106		$	~~142~~120		$	~~194~~300		$	~~299~~419
Basic earnings per share	$	0.3133		$	0.4437		$	0.6194		$	01.9027
Weighted average shares outstanding	~~318~~319.54			~~324~~320.76			~~318~~319.37			~~331~~328.74
Diluted earnings per share	$	0.3133		$	0.4437		$	0.6194		$	01.9027
Weighted average shares outstanding, diluted basis	~~318~~320.93			~~325~~321.42			~~318~~320.72			~~332~~329.73
Dividends declared per common share	$	0.~~140~~180		$	0.135		$	0.~~280~~460		$	0.~~270~~405

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

Table of Contents

Whole Foods Market, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(In millions)

	Twelve weeks ended						~~Twenty-eight~~Forty weeks ended
	April 9, 2017			April 10, 2016			April 9, 2017			April 10, 2016
	July 2, 2017			July 3, 2016			July 2, 2017			July 3, 2016
Net income	$	99106		$	~~142~~120		$	~~194~~300		$	~~299~~419
Other comprehensive loss, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(24		)	10(1		)	(32		)	—(1		)
Other comprehensive loss, net of tax	(2		)	10			(3		)	—
Other comprehensive income (loss), net of tax	4			(1		)	2			(1		)
Comprehensive income	$	97110		$	~~152~~119		$	~~191~~302		$	~~299~~418

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

Table of Contents

Whole Foods Market, Inc.

Consolidated Statements of Shareholders’ Equity (unaudited)

~~Twenty-eight~~Forty weeks ended ~~April~~July 92, 2017 and fiscal year ended September 25, 2016

(In millions)

	Sharesoutstanding		Commonstock			Commonstock intreasury			~~Accumulatedothercomprehensiveloss~~Accumulatedothercomprehensiveincome (loss)			Retainedearnings			Totalshareholders’equity
Balances at September 27, 2015	348.9		$	2,904		$	(1,124	)	$	(28	)	$	2,017		$	3,769
Net income	—		—			—			—			507			507
Other comprehensive loss, net of tax	—		—			—			(4		)	—			(4		)
Dividends ($0.54 per common share)	—		—			—			—			(174		)	(174		)
Issuance of common stock pursuant to team member stock plans	1.1		(23		)	42			—			—			19
Purchase of treasury stock	(31.7	)	—			(944		)	—			—			(944		)
Tax benefit related to exercise of team member stock options	—		3			—			—			—			3
Share-based payment expense	—		49			—			—			—			49
Other	—		—			—			—			(1		)	(1		)
Balances at September 25, 2016	318.3		2,933			(2,026		)	(32		)	2,349			3,224
Net income	—		—			—			—			~~194~~300			~~194~~300
Other comprehensive loss, net of tax	—		—			—			(3		)	—			(3		)
Other comprehensive income, net of tax	—		—			—			2			—			2
Dividends ($0.28 per common share)	—		—			—			—			(89		)	(89		)
Dividends ($0.46 per common share)	—		—			—			—			(148		)	(148		)
Issuance of common stock pursuant to team member stock plans	01.58		(1022		)	2267			—			—			1245
Tax benefit related to exercise of team member stock options	—		(15		)	—			—			—			(15		)
Share-based payment expense	—		2330			—			—			—			2330
Other	—		—			—			—			(1—		)	(1—		)
Balances at April 9, 2017	318.8		$	2,945		$	(2,004	)	$	(35	)	$	2,453		$	3,359
Balances at July 2, 2017	320.1		$	2,946		$	(1,959	)	$	(30	)	$	2,501		$	3,458

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

Table of Contents

Whole Foods Market, Inc.

Consolidated Statements of Cash Flows (unaudited)

(In millions)

	Twenty-eight weeks ended
	Forty weeks ended
	April 9, 2017			April 10, 2016
	July 2, 2017			July 3, 2016
Cash flows from operating activities
Net income	$	~~194~~300		$	~~299~~419
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~305~~417			~~259~~376
Share-based payment expense	2330			2839
LIFO expense	36			41
Deferred income tax expense	(31		)	5
Deferred income tax (benefit) expense	(13		)	16
Excess tax benefit related to exercise of team member stock options	—(5		)	(14		)
Accretion of premium/discount on marketable securities	1			1
Deferred lease liabilities	3450			1831
Other	610			17
Net change in current assets and liabilities:
Accounts receivable	(112		)	(12100		)
Merchandise inventories	629			(25		)
Prepaid expenses and other current assets	5453			(5439		)
Accounts payable	6(2		)	4(2		)
Accrued payroll, bonus and other benefits due team members	(1316		)	(3927		)
Other current liabilities	3028			7657
Net change in other long-term liabilities	1715			1114
Net cash provided by operating activities	~~624~~901			~~575~~764
Cash flows from investing activities
Development costs of new locations	(~~227~~291		)	(~~197~~295		)
Other property and equipment expenditures	(~~149~~217		)	(~~141~~226		)
Purchases of available-for-sale securities	(~~356~~767		)	(~~176~~311		)
Sales and maturities of available-for-sale securities	~~258~~401			~~350~~375
Payment for purchase of acquired entities, net of cash acquired	—			(11		)
Other investing activities	(613		)	(1012		)
Net cash used in investing activities	(~~480~~887		)	(~~185~~480		)
Cash flows from financing activities
Purchases of treasury stock	—			(~~734~~929		)
Common stock dividends paid	(88132		)	(90133		)
Issuance of common stock	1043			1117
Excess tax benefit related to exercise of team member stock options	—5			14
Proceeds from long-term borrowings	—			999
Proceeds from revolving line of credit	—			300
Payments on long-term debt and capital lease obligations	(23		)	(~~305~~306		)
Other financing activities	(1		)	(89		)
Net cash provided by (used in) financing activities	(81		)	174
Net cash used in financing activities	(88		)	(57		)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	—4			24
Net change in cash, cash equivalents, and restricted cash	63(70		)	~~566~~231
Cash, cash equivalents, and restricted cash at beginning of period	473			364
Cash, cash equivalents, and restricted cash at end of period	$	~~536~~403		$	~~930~~595
Supplemental disclosure of cash flow information:
Federal and state income taxes paid	$	~~142~~181		$	~~229~~357
Interest paid	$	2653		$	—27

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

Table of Contents

Whole Foods Market, Inc.

Notes to Consolidated Financial Statements (unaudited)

~~April~~July 92, 2017

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements of Whole Foods Market, Inc. and its consolidated subsidiaries (collectively “Whole Foods Market,” “Company,” or “we”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2016. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation. Where appropriate, we have reclassified prior year financial statements to conform to current year presentation. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. The first fiscal quarter is 16 weeks, the second and third quarters each are 12 weeks, and the fourth quarter is 12 or 13 weeks. Fiscal years 2017 and 2016 are 52-week years. The Company has one operating segment and a single reportable segment, natural and organic foods supermarkets.

The following is a summary of percentage sales by geographic area for the periods indicated:

	Twelve weeks ended				~~Twenty-eight~~Forty weeks ended
	April 9, 2017		April 10, 2016		April 9, 2017		April 10, 2016
	July 2, 2017		July 3, 2016		July 2, 2017		July 3, 2016
Sales:
United States	97.10	%	9796.19	%	97.1	%	97.1	%
Canada and United Kingdom	23.90		23.91		2.9		2.9
Total sales	100.0	%	100.0	%	100.0	%	100.0	%

The following is a summary of the percentage of net long-lived assets by geographic area as of the dates indicated:

	April 9, 2017		September 25, 2016
	July 2, 2017		September 25, 2016
Long-lived assets, net:
United States	97.54	%	97.5	%
Canada and United Kingdom	2.56		2.5
Total long-lived assets, net	100.0	%	100.0	%

(2) Summary of Significant Accounting Policies

Recent Accounting Pronouncements

Effective September 26, 2016, the Company early adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2016-18, “Statement of Cash Flows: Restricted Cash ,” which amends the Accounting Standards Codification Topic 230. The ~~amendments,~~following ~~which~~table ~~require~~provides ~~that~~ a ~~statement~~brief ofdescription ~~cash flows explain the change during the period in the total~~ of ~~cash,~~recently ~~cash~~issued ~~equivalents~~accounting ~~and~~pronouncements ~~amounts~~that ~~generally~~have ~~described~~not asyet ~~restricted~~been ~~cash, were~~ adopted ~~on a retrospective basis~~. ~~The~~Early adoption ofis ~~these~~permitted ~~amendments~~for ~~did~~all ~~not~~updates ~~have~~unless ~~a significant effect on the Company’s financial statements~~stated.



Standard	Description	Effective Date	Effect on financial statements and other significant matters
ASU No. 2017-04 Simplifying the Test for Goodwill Impairment (Topic 350)	The amendments eliminate Step 2 from the goodwill impairment test. Instead, an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value should be recognized; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss should also be considered, if applicable. The amendments should be applied on a prospective basis.	First quarter of fiscal year ending September 27, 2020	We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.

Table of Contents

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



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

Standard	Description	Effective Date	Effect on financial statements and other significant matters
ASU No. 2017-04Simplifying the Test for Goodwill Impairment (Topic 350)	The amendments eliminate Step 2 from the goodwill impairment test. Instead, an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value should be recognized; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Income tax effects from any tax deductible goodwill on the carrying amount of the reportingunit when measuring the goodwill impairment loss should also be considered, if applicable. The amendments should be applied on a prospective basis.	First quarter of fiscal year ending September 27, 2020	We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-13Measurement of Credit Losses on Financial Instruments(Topic 326)	The amendments guide on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. The amendments require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments also require that credit losses on available-for-sale debt securities be presented as an allowance. The amendments should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic.	First quarter of fiscal year ending September 29, 2021	We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-09Improvements to Employee Share-Based Payment Accounting (Topic 718)	The amendments aim to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, and certain classifications on the statement of cash flows. The amendments should be applied on either a prospective, retrospective, or modified-retrospective basis depending on the subtopic.	First quarter of fiscal year ending September 30, 2018	We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-08Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (Topic 606)	The amendments, which do not change the core principle of the guidance in Topic 606, clarify the implementation guidance on principal versus agent considerations, including how an entity should identify the unit of accounting (i.e., the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments may be applied on either a full or modified retrospective basis.	First quarter of fiscal year ending September 29, 2019	We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-07Simplifying the Transition to the Equity Method of Accounting (Topic 323)	The amendments eliminate the requirement to retroactively apply the equity method of accounting when an investment qualifies for the use of the equity method due to an increase in the level of ownership interest or degree of influence. The amendments should be applied on a prospective basis.	First quarter of fiscal year ending September 30, 2018	We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

Table of Contents

Standard	Description	Effective Date	Effect on financial statements and other significant matters
ASU No. 2016-04Recognition of Breakage for Certain Prepaid Stored-Value Products (a consensus of the Emerging Issues Task Force) (Subtopic 405-20)	The amendments require entities to recognize liabilities related to the sale of prepaid stored-value products redeemable for goods, services or cash as financial liabilities in the scope of ASC 405. Additionally, the new guidance amends ASC 405-20 to include a narrow scope exception requiring entities to recognize breakage for these liabilities in a way that is consistent with how gift card breakage will be recognized under the new revenue recognition standard. The amendments may be applied on either a full or modified retrospective basis.	First quarter of fiscal year ending September 29, 2019	We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2016-02Leases (Topic 842)	The amendments require lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The amendments should be applied on a modified retrospective basis.	First quarter of fiscal year ending September 27, 2020	The adoption of this ASU will result in a significant increase to the Company’s Consolidated Balance Sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of adoption of this ASU on its Consolidated Financial Statements.
ASU No. 2016-01Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10)	The amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet in year of adoption. Early adoption is permitted for only certain amendments of the update.	First quarter of fiscal year ending September 29, 2019	We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
ASU No. 2015-17Balance Sheet Classification of Deferred Taxes (Topic 740)	The amendments simplify the presentation of deferred income taxes by requiring that all deferred tax liabilities and assets be classified as noncurrent in the statement of financial position. The amendments may be applied on either a prospective or retrospective basis.	First quarter of fiscal year ending September 30, 2018	We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.
ASU No. 2015-11Simplifying the Measurement of Inventory (Topic 330)	The amendments, which apply to inventory that is measured using any method other than the last-in, first-out (LIFO) or retail inventory method, require that entities measure inventory at the lower of cost and net realizable value. The amendments should be applied on a prospective basis.	First quarter of fiscal year ending September 30, 2018	We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.
ASU No. 2014-09Revenue from Contracts with Customers (Topic 606)	The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. The amendments may be applied on either a full or modified retrospective basis.	First quarter of fiscal year ending September 29, 2019	We are currently evaluating the timing, method, and impact that the adoption of these provisions will have on the Company’s consolidated financial statements.

Table of Contents

(3) Fair Value Measurements

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

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

Table of Contents

Assets Measured at Fair Value on a Recurring Basis

The Company held the following financial assets measured at fair value on a recurring basis based on the hierarchy levels indicated (in millions):

April 9, 2017	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
July 2, 2017	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	2—	$	—	$	—	$	2—
Commercial paper	—		—		—		—
Municipal bonds	—		—		—		—
Marketable securities - available-for-sale:
Municipal bonds	—		25		—		25
Commercial paper	—		45		—		45
Variable-rate demand notes	—		451		—		451
Municipal bonds	—		144		—		144
Total	$	2	$	476	$	—	$	478
Variable-rate demand notes	—		555		—		555
Total	$	—	$	744	$	—	$	744



September 25, 2016	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	62	$	—	$	—	$	62
Commercial paper	—		30		—		30
Municipal bonds	—		46		—		46
Marketable securities - available-for-sale:
Commercial paper	—		30		—		30
Municipal bonds	—		26		—		26
Variable rate demand notes	—		323		—		323
Total	$	62	$	455	$	—	$	517

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

Assets Measured at Fair Value on a Nonrecurring Basis

During the ~~twenty-eight~~forty weeks ended ~~April 9~~July 2, 2017, the Company recorded fair value adjustments, based on hierarchy level 3 inputs, totaling approximately $34 million related to certain locations for which asset value exceeded expected future cash flows, which were primarily included in the “Relocation, store closure and lease termination cost” line item on the Consolidated Statement of Operations. These impairment charges reduced the carrying value of related long-term assets to an immaterial fair value.

(4) Investments

The Company holds investments primarily in marketable securities that are classified as either short- or long-term available-for-sale securities. The Company held the following investments at fair value as of the dates indicated (in millions):

	April 9, 2017		September 25, 2016
	July 2, 2017		September 25, 2016
Short-term marketable securities - available-for-sale:
Commercial paper	$	—45	$	30
Municipal bonds	25120		26
Variable rate demand notes	~~451~~555		323
Total short-term marketable securities	$	~~476~~720	$	379
Long-term marketable securities - available-for-sale:
Municipal bonds	24		—
Total long-term marketable securities	$	24	$	—

Gross unrealized holding gains and losses were not material at July 2, 2017 or September 25, 2016. Available-for-sale securities totaling approximately $64 million and $33 million were in unrealized loss positions at July 2, 2017 and September 25, 2016, respectively. The aggregate value of available-for-sale securities in a continuous unrealized loss position for greater than 12 months was not material at July 2, 2017 or September 25, 2016. The Company did not recognize any other-than-temporary impairments during the forty weeks ended July 2, 2017 or fiscal year ended September 25, 2016. At July 2, 2017 the average effective maturity of the Company’s short- and long-term available-for-sale securities was one month and twenty months, respectively. The average effective maturity of the Company’s short-term available-for-sale securities was less than one month at September 25, 2016.

Table of Contents

~~Gross~~At ~~unrealized holding gains and losses were not material at April~~July 92, 2017 orand September 25, 2016~~. There were no available-for-sale securities in an unrealized loss position at April 9~~, ~~2017.~~the ~~Available-for-sale~~Company ~~securities~~held ~~totaling~~ approximately $3324 million ~~were~~and in$19 ~~unrealized~~million ~~loss positions at September 25, 2016. The aggregate value of available-for-sale securities~~ in aequity ~~continuous~~interests ~~unrealized~~which ~~loss~~were ~~position~~accounted for ~~greater~~using ~~than 12 months was not material at September 25, 2016. The Company did not recognize any other-than-temporary impairments during~~ the ~~twenty-eight~~cost ~~weeks~~method ~~ended~~of ~~April 9, 2017 or fiscal year ended September 25, 2016~~accounting. ~~The~~Equity ~~average~~interests ~~effective~~accounted ~~maturity~~for ofusing the ~~Company’s~~equity ~~short-term~~method ~~available-for-sale~~were ~~securities~~not ~~was~~material ~~less than one month~~ at ~~April~~July 92, 2017 ~~and~~or September 25, 2016.

At April 9, 2017 and September 25, 2016, the Company held approximately $24 million and $19 million in equity interests which were accounted for using the cost method of accounting. Equity interests accounted for using the equity method were not material at April 9, 2017 or September 25, 2016.

(5) Goodwill and Other Intangible Assets

There were no additions or adjustments to goodwill during the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 or ~~April~~July 103, 2016. Additions of other intangible assets were not material during the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 or the same period of the prior fiscal year. The components of intangible assets as of the dates indicated were as follows (in millions):

	April 9, 2017					September 25, 2016
	July 2, 2017					September 25, 2016
	Gross carryingamount		Accumulatedamortization			Gross carryingamount		Accumulatedamortization
Definite-lived contract-based	$	118	$	(5657	)	$	120	$	(55	)
Indefinite-lived contract-based	9					9
Total	$	127	$	(5657	)	$	129	$	(55	)

Amortization expense associated with intangible assets was not material during the twelve weeks ended ~~April~~July 92, 2017 or the same period of the prior fiscal year. Future amortization expense associated with the net carrying amount of definite-lived intangible assets is estimated to be as follows (in millions):

Remainder of fiscal year 2017	$	31
Fiscal year 2018	5
Fiscal year 2019	5
Fiscal year 2020	5
Fiscal year 2021	4
Future fiscal years	4041
Total	$	6261

(6) Store and Facility Closures

During the first quarter of fiscal year 2017, the Company announced plans to close nine stores and three commissary kitchens and recorded non-cash charges of approximately $34 million to adjust the long-lived assets of these locations to fair value. During the second quarter of fiscal year 2017, the Company closed all nine stores and all three commissary kitchens and recorded additional charges of $30 million primarily related to remaining lease obligations and Team Member severance. The Company ~~expects~~did tonot incur no material additional charges related to these closures in the third quarter of fiscal year 2017.

(7) Reserves for Closed Properties

The following table provides a summary of activity in reserves for closed properties during the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 and fiscal year ended September 25, 2016 (in millions):

	April 9, 2017			September 25, 2016
	July 2, 2017			September 25, 2016
Beginning balance	$	26		$	28
Additions	2729			6
Usage	(512		)	(10		)
Adjustments	1			2
Ending balance	$	4944		$	26

Table of Contents

(8) Long-Term Debt

Credit Agreement

The Company’s revolving credit facility under a credit agreement dated as of November 2, 2015 (the “Credit Agreement”) provides for an unsecured revolving credit facility in the aggregate principal amount of $500 million, which may be increased from time to time by up to $250 million. The Credit Agreement also provides for a letter of credit subfacility of up to $250 million.

At ~~April~~July 92, 2017, the Company had no amounts outstanding under the credit facility. Commitment fees paid on undrawn amounts were not material during the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017. At ~~April~~July 92, 2017, the Company was in compliance with its covenants under the Credit Agreement.

~~During the twenty-eight weeks ended April~~ 10~~, 2016, the Company borrowed and repaid $300 million under the Credit Agreement. At April 10, 2016, the Company had no amounts outstanding.~~

Table of Contents

During the forty weeks ended July 3, 2016, the Company borrowed and repaid $300 million under the Credit Agreement. At July 3, 2016, the Company had no amounts outstanding.

Senior Notes

The Company has outstanding $1.0 billion of senior notes (the “Notes”). The Notes bear interest at a fixed rate equal to 5.2% per year, payable semiannually, and mature on December 3, 2025. The effective interest rate of the Notes, which includes interest on the Notes and amortization of discount and issuance costs, is approximately 5.28%. At ~~April~~July 92, 2017, the Company was in compliance with all covenants under the indenture governing the Notes. The estimated fair value of the Notes at ~~April~~July 92, 2017, based on observable market prices (Level 2), exceeded the carrying value by approximately $72164 million.

The Notes and Credit Agreement are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by certain 100% wholly owned domestic subsidiaries of the Company (the “Guarantors”). For additional information regarding the Guarantors see Note 14, Guarantor Financial Statement Information. The components of long-term debt as of the dates indicated were as follows (in millions):

	April 9, 2017			September 25, 2016
	July 2, 2017			September 25, 2016
5.2% senior notes due 2025	$	1,000		$	1,000
Less: unamortized discount and debt issuance costs related to senior notes	(7		)	(7		)
Carrying value of senior notes	993			993
Capital lease obligations	5655			58
Total long-term debt and capital lease obligations	1,~~049~~048			1,051
Less: current installments	(2		)	(3		)
Total long-term debt and capital lease obligations, less current installments	$	1,~~047~~046		$	1,048

(9) Income Taxes

Income taxes resulted in an effective tax rate of approximately 39.0% for the twelve and ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 compared to approximately 39.50% and 38.24%, respectively, for the same periods of the prior fiscal year. The lower effective tax rate for the ~~twenty-eight~~forty weeks ended ~~April~~July 103, 2016 was due to the recognition of an environmental tax credit related to the development of a new store.

(10) Shareholders’ Equity

Dividends per Common Share

The following table provides a summary of dividends declared per common share during fiscal year 2017 to date and fiscal year 2016 (in millions, except per share amounts):

Date of declaration	Dividend percommon share		Date of record	Date of payment	Total amount
Fiscal year 2017:
November 2, 2016	$	0.14	January 13, 2017	January 24, 2017	$	45
February 17, 2017 (1)	0.14		April 7, 2017	April 18, 2017	45
February 17, 2017	0.14		April 7, 2017	April 18, 2017	45
May 10, 2017 (1)	0.18		June 30, 2017	July 11, 2017	58
Fiscal year 2016:
November 4, 2015	$	0.135	January 15, 2016	January 26, 2016	$	44
March 9, 2016	0.135		April 8, 2016	April 19, 2016	44
June 7, 2016	0.135		July 1, 2016	July 12, 2016	43
September 22, 2016	0.135		October 3, 2016	October 14, 2016	43

(1) Dividend accrued at ~~April~~July 92, 2017

Table of Contents

On May 10, 2017, the Company’s Board of Directors (“Board”) announced a 29% increase in the regular quarterly dividend to $0.18 per share, and the next quarterly dividend to be declared is expected to be payable on July 11, 2017 to shareholders of record as of June 30, 2017.

Treasury Stock

As of ~~April~~July 92, 2017, ~~one~~the May 10, 2017 share repurchase program remained in effect, with prior programs having been fully utilized, expired or cancelled. The ~~following~~Company ~~table~~has ~~outlines~~$1,250 ~~the~~million remaining available for share ~~repurchase~~repurchases under the current program ~~authorized~~as byof July 2, 2017. Share repurchase activity for the ~~Board,~~twelve and ~~the~~forty ~~related~~weeks ended July 2, 2017 was immaterial. Share repurchase activity asfor ofthe ~~April~~twelve and forty weeks July 93, ~~2017~~2016 was as follows (in millions, except per share amounts):

Effective date	Expiration date		Amount authorized				Cost of repurchases		Authorization available
	Twelve weeks ended				Forty weeks ended
November 4, 2015	Not applicable		$	1,000			$	557	$	443
	July 3, 2016				July 3, 2016
Number of common shares acquired	6.5				31.2
Average price per common share acquired	$	30.01			$	29.85
Total cost of common shares acquired	$	195			$	929

~~Share~~The ~~repurchase~~Company ~~activity~~reissued ~~for~~approximately ~~the~~1.8 ~~twelve~~million ~~and~~treasury ~~twenty-eight~~shares ~~weeks~~at ~~ended~~cost ~~April~~of 9,approximately ~~2017~~$67 ~~was~~million ~~immaterial~~and approximately 1.1 ~~Share~~million ~~repurchase~~treasury ~~activity~~shares ~~for~~at cost of approximately $39 million to satisfy the ~~twelve~~issuance ~~and~~of ~~twenty-eight~~common stock pursuant to team member stock plans during the forty weeks ended ~~April~~July 2, 102017 and July 3, 2016, ~~was~~respectively. asAt ~~follows~~July 2, (2017 and September 25, 2016, the Company held in ~~millions~~treasury approximately 56.7 million shares and 58.7 million shares, ~~except~~respectively, ~~per~~totaling ~~share~~approximately ~~amounts):~~$2.0 billion.

	Twelve weeks ended		Twenty-eight weeks ended
	April 10, 2016		April 10, 2016
Number of common shares acquired	3.5		24.6
Average price per common share acquired	$	28.88	$	29.81
Total cost of common shares acquired	$	100	$	734

On May 10, 2017, the Board authorized a new $1.25 billion share repurchase program, with the intent to opportunistically utilize the authorization over the next 18 months. The new authorization will replace the Company’s existing program.

The Company reissued approximately 0.6 million treasury shares at cost of approximately $21 million and approximately 0.5 million treasury shares at cost of approximately $22 million to satisfy the issuance of common stock pursuant to team member stock plans during the twenty-eight weeks ended April 9, 2017 and April 10, 2016, respectively. At April 9, 2017 and September 25, 2016, the Company held in treasury approximately 58.2 million shares and 58.7 million shares, respectively, totaling approximately $2.0 billion.

(11) Earnings per Share

The computation of basic earnings per share is based on the number of weighted average common shares outstanding during the period. The computation of diluted earnings per share includes the dilutive effect of common stock equivalents consisting of incremental common shares deemed outstanding from the assumed exercise of stock options and the dilutive effect of restricted stock awards. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows (in millions, except per share amounts):

	Twelve weeks ended				~~Twenty-eight~~Forty weeks ended
	April 9, 2017		April 10, 2016		April 9, 2017		April 10, 2016
	July 2, 2017		July 3, 2016		July 2, 2017		July 3, 2016
Net income(numerator for basic and diluted earnings per share)	$	99106	$	~~142~~120	$	~~194~~300	$	~~299~~419
Weighted average common shares outstanding(denominator for basic earnings per share)	~~318~~319.54		~~324~~320.76		~~318~~319.37		~~331~~328.74
Incremental common shares attributable to dilutive effect of share-based awards	0.49		0.76		0.45		1.0.9
Weighted average common shares outstanding andpotential additional common shares outstanding(denominator for diluted earnings per share)	~~318~~320.93		~~325~~321.42		~~318~~320.72		~~332~~329.73
Basic earnings per share	$	0.3133	$	0.4437	$	0.6194	$	01.9027
Diluted earnings per share	$	0.3133	$	0.4437	$	0.6194	$	01.9027

The computation of diluted earnings per share for the twelve and forty weeks ended July 2, 2017 does not include share-based awards to purchase approximately 18.9 million shares and 22.7 million shares of common stock, respectively, due to their antidilutive effect. The computation of diluted earnings per share for the twelve and forty weeks ended July 3, 2016 does not include share-based awards to purchase approximately 23.6 million shares and 20.8 million shares of common stock, respectively, due to their antidilutive effect.

(12) Share-Based Payments

Share-based payment expense, primarily included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Operations, totaled approximately $9 million and $30 million, respectively, during the twelve and forty weeks ended July 2, 2017, and totaled approximately $11 million and $39 million, respectively, for the same periods of the prior fiscal year.

Table of Contents

~~The~~At ~~computation of diluted earnings per share for the twelve and twenty-eight weeks ended April~~July 92, 2017 and ~~does~~September 25, ~~not~~2016, ~~include share-based awards to purchase~~ approximately 2426.06 million shares and 2429.38 million shares of the Company’s common stock, respectively, ~~due~~were toavailable ~~their~~for ~~antidilutive~~future ~~effect~~stock incentive grants. ~~The~~At ~~computation~~July 2, of2017 ~~diluted~~and ~~earnings~~September 25, ~~per~~2016, ~~share~~there ~~for~~was ~~the~~approximately ~~twelve~~$71 million and ~~twenty-eight~~$73 ~~weeks~~million ~~ended~~of ~~April~~unrecognized 10share-based payment expense, ~~2016~~respectively, ~~does~~related ~~not~~to ~~include~~unvested ~~share-based~~stock ~~awards~~options, tonet ~~purchase~~of estimated forfeitures, related to approximately 2010.90 million shares and 1910.75 million shares, ofrespectively. ~~common~~The ~~stock,~~Company ~~respectively,~~anticipates ~~due~~this expense to ~~their~~be ~~antidilutive~~recognized ~~effect~~over a weighted average period of 3.1 years.

(12) Share-Based Payments

Share-based payment expense, primarily included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Operations, totaled approximately $9 million and $23 million, respectively, during the twelve and twenty-eight weeks ended April 9, 2017, and totaled approximately $12 million and $28 million, respectively, for the same periods of the prior fiscal year.

At April 9, 2017 and September 25, 2016, approximately 31.2 million shares and 29.8 million shares of the Company’s common stock, respectively, were available for future stock incentive grants. At April 9, 2017 and September 25, 2016, there was approximately $51 million and $73 million of unrecognized share-based payment expense, respectively, related to unvested stock options, net of estimated forfeitures, related to approximately 9.7 million shares and 10.5 million shares, respectively. The Company anticipates this expense to be recognized over a weighted average period of 2.5 years.

(13) Commitments and Contingencies

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

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

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

Litigation Relating to the Merger

On June 15, 2017, Amazon.com, Inc. (“Amazon.com”) and Whole Foods Market, Inc. (“Whole Foods Market”) entered into an Agreement and Plan of Merger under which Walnut Merger Sub, Inc., a wholly-owned subsidiary of Amazon.com (“Merger Sub”) will be merged with and into Whole Foods Market, with Whole Foods Market continuing as the surviving company. After the transaction was announced, three putative class action lawsuits - captioned Riegel v. Whole Foods Market, Inc., et al., No. 1:17-cv-00674-LY (W.D. Tex.), Berg v. Whole Foods Market, Inc., et al., No. 1:17-00677-LY (W.D. Tex.), and Gieske v. Whole Foods Market, Inc., et al., No. 1:17-00684 (W.D. Tex.) - were filed by purported Whole Foods Market stockholders in the United States District Court for the Western District of Texas. The complaints in these actions assert claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the disclosures contained in the July 7, 2017 preliminary proxy statement filed by Whole Foods Market with the Securities and Exchange Commission. Each suit names Whole Foods Market and the directors of Whole Foods Market as defendants. The Berg suit also names Amazon.com and Merger Sub as defendants. The complaints seek a variety of equitable and injunctive relief including, among other things, enjoining the consummation of the merger, rescinding the transaction if it is consummated, and awarding the plaintiffs costs and attorneys’ fees. Copies of the complaints in these three actions were publicly filed by the Company as Soliciting Material under §240.14a-12 of the Exchange Act on July 21, 2017. Whole Foods Market believes that plaintiffs’ claims are without merit.

Table of Contents

(14) Guarantor Financial Statement Information

The ~~Senior~~$1.0 ~~Notes~~billion ~~issued~~5.2% onSenior ~~December~~Notes 3,due ~~2015~~2025 ~~and Credit Agreement~~ are fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by certain ~~wholly~~100% owned domestic subsidiaries of the Company (the “Guarantors”). Supplemental condensed consolidating financial information of the Company, including such information for the Guarantors is presented below:

Consolidated Balance Sheets (unaudited)

(In millions)

	April 9, 2017
	July 2, 2017
Assets	Parent/Issuer		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	—	$	~~310~~172	$	~~102~~107	$	—		$	~~412~~279
Short-term investments - available-for-sale securities	—		~~476~~720		—		—			~~476~~720
Restricted cash	—		118		6		—			124
Accounts receivable	—		~~233~~223		2223		—			~~255~~246
Intercompany receivable	—		~~728~~727		—		(~~728~~727		)	—
Merchandise inventories	—		~~438~~422		7061		—			~~508~~483
Prepaid expenses and other current assets	1—		7599		4318		—			~~119~~117
Deferred income taxes	—		~~214~~222		—		—			~~214~~222
Total current assets	1—		2,~~592~~703		~~243~~215		(~~728~~727		)	2,~~108~~191
Property and equipment, net of accumulated depreciation and amortization	—		3,~~082~~088		~~387~~394		—			3,~~469~~482
Investments in consolidated subsidiaries	4,802		107		476		(5,385		)	—
Long-term investments - available-for-sale securities	—		24		—		—			24
Investments in consolidated subsidiaries	4,916		109		480		(5,505		)	—
Goodwill	—		703		7		—			710
Intangible assets, net of accumulated amortization	1		6160		9		—			7170
Deferred income taxes	—		~~108~~81		6		—			~~114~~87
Other assets	—		13		2833		—			4146
Total assets	$	4,~~804~~917	$	6,~~666~~781	$	1,~~156~~144	$	(6,~~113~~232	)	$	6,~~513~~610
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt and capital lease obligations	$	—	$	2	$	—	$	—		$	2
Accounts payable	—		~~224~~212		8993		—			~~313~~305
Intercompany payable	~~389~~404		—		~~339~~323		(~~728~~727		)	—
Accrued payroll, bonus and other benefits due team members	—		~~368~~365		2526		—			~~393~~391
Dividends payable	4558		—		—		—			4558
Other current liabilities	184		~~530~~535		3629		—			~~584~~568
Total current liabilities	~~452~~466		1,~~124~~114		~~489~~471		(~~728~~727		)	1,~~337~~324
Long-term debt and capital lease obligations, less current installments	993		46		87		—			1,~~047~~046
Deferred lease liabilities	—		~~615~~625		5053		—			~~665~~678
Other long-term liabilities	—		~~104~~103		1		—			~~105~~104
Total liabilities	1,~~445~~459		1,~~889~~888		~~548~~532		(~~728~~727		)	3,~~154~~152
Commitments and contingencies
Total shareholders’ equity	3,~~359~~458		4,~~777~~893		~~608~~612		(5,~~385~~505		)	3,~~359~~458
Total liabilities and shareholders’ equity	$	4,~~804~~917	$	6,~~666~~781	$	1,~~156~~144	$	(6,~~113~~232	)	$	6,~~513~~610

Table of Contents

Consolidated Balance Sheets (unaudited)

(In millions)



	September 25, 2016
Assets	Parent/Issuer		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	—	$	254	$	97	$	—		$	351
Short-term investments - available-for-sale securities	—		379		—		—			379
Restricted cash	—		114		8		—			122
Accounts receivable	—		216		26		—			242
Intercompany receivable	—		649		—		(649		)	—
Merchandise inventories	—		441		76		—			517
Prepaid expenses and other current assets	—		150		17		—			167
Deferred income taxes	—		197		—		—			197
Total current assets	—		2,400		224		(649		)	1,975
Property and equipment, net of accumulated depreciation and amortization	—		3,063		379		—			3,442
Investments in consolidated subsidiaries	4,593		103		472		(5,168		)	—
Goodwill	—		702		8		—			710
Intangible assets, net of accumulated amortization	1		63		10		—			74
Deferred income taxes	—		94		6		—			100
Other assets	—		16		24		—			40
Total assets	$	4,594	$	6,441	$	1,123	$	(5,817	)	$	6,341

Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt and capital lease obligations	$	—	$	3	$	—	$	—		$	3
Accounts payable	—		227		80		—			307
Intercompany payable	317		—		333		(650		)	—
Accrued payroll, bonus and other benefits due team members	—		381		26		—			407
Dividends payable	43		—		—		—			43
Other current liabilities	17		536		28		—			581
Total current liabilities	377		1,147		467		(650		)	1,341
Long-term debt and capital lease obligations, less current installments	993		48		7		—			1,048
Deferred lease liabilities	—		592		48		—			640
Other long-term liabilities	—		87		1		—			88
Total liabilities	1,370		1,874		523		(650		)	3,117

Commitments and contingencies

Total shareholders’ equity	3,224		4,567		600		(5,167		)	3,224
Total liabilities and shareholders’ equity	$	4,594	$	6,441	$	1,123	$	(5,817	)	$	6,341

Table of Contents

Consolidated Statements of Operations (unaudited)

(In millions)

	Twelve weeks ended April 9, 2017
	Twelve weeks ended July 2, 2017
	Parent/Issuer			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Total
Sales	$	—		$	3,~~547~~551	$	~~220~~217		$	(3043	)	$	3,~~737~~725
Cost of goods sold and occupancy costs	—			2,~~332~~341		~~161~~158			(3042		)	2,~~463~~457
Gross profit	—			1,~~215~~210		59			—(1		)	1,~~274~~268
Selling, general and administrative expenses	—			1,~~001~~014		5658			—			1,~~057~~072
Pre-opening expenses	—			1211		—2			—			1213
Relocation, store closure and lease termination costs	—			344		—(1		)	—			343
Operating income	—			~~168~~181		3—			—(1		)	~~171~~180
Interest expense	(11		)	—		—			—			(11		)
Investment and other expense	—			—		(1		)	3			2
Investment and other income (expense)	—			5		(1		)	—			4
Equity in net income of subsidiaries	~~106~~113			13		34			(~~110~~120		)	—
Income before income taxes	95102			~~169~~189		53			(~~107~~121		)	~~162~~173
Provision for income taxes	(4		)	6672		(1		)	—			6367
Net income	$	99106		$	~~103~~117	$	4		$	(~~107~~121	)	$	99106

	Twelve weeks ended April 10, 2016
	Twelve weeks ended July 3, 2016
	Parent/Issuer			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Total
Sales	$	—		$	3,~~512~~511		$	~~223~~229		$	(3937	)	$	3,~~696~~703
Cost of goods sold and occupancy costs	—			2,~~290~~293			~~155~~160			(3936		)	2,~~406~~417
Gross profit	—			1,~~222~~218			6869			—(1		)	1,~~290~~286
Selling, general and administrative expenses	—			~~971~~996			5761			—			1,~~028~~057
Pre-opening expenses	—			17			1			—			18
Relocation, store closure and lease termination costs	—			32			—			—			32
Operating income	—			~~231~~203			107			—(1		)	~~241~~209
Interest expense	(1112		)	—			—			—			(1112		)
Investment and other expense	—			4			—			1			5
Investment and other income (expense)	—			(1		)	(1		)	1			(1		)
Equity in net income of subsidiaries	~~149~~127			3			98			(~~161~~138		)	—
Income before income taxes	~~138~~115			~~238~~205			1914			(~~160~~138		)	~~235~~196
Provision for income taxes	(45		)	9479			32			—			9376
Net income	$	~~142~~120		$	~~144~~126		$	1612		$	(~~160~~138	)	$	~~142~~120

Table of Contents

Consolidated Statements of Operations (unaudited)

(In millions)

	Twenty-eight weeks ended April 9, 2017
	Forty weeks ended July 2, 2017
	Parent/Issuer			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Total
Sales	$	—		$	811,~~219~~770	$	~~535~~752		$	(98141	)	$	812,~~656~~381
Cost of goods sold and occupancy costs	—			57,~~442~~783		~~386~~544			(96138		)	58,~~732~~189
Gross profit	—			23,~~777~~987		~~149~~208			(23		)	24,~~924~~192
Selling, general and administrative expenses	—			23,~~338~~352		~~136~~194			—			23,~~474~~546
Pre-opening expenses	—			3041		35			—			3346
Relocation, store closure and lease termination costs	—			7377		1—			—			7477
Operating income	—			~~336~~517		9			(23		)	~~343~~523
Interest expense	(2637		)	—		—			—			(2637		)
Investment and other expense	—			—		(2		)	3			1
Investment and other income (expense)	—			5		(3		)	4			6
Equity in net income of subsidiaries	~~210~~323			36		48			(~~217~~337		)	—
Income before income taxes	~~184~~286			~~339~~528		1114			(~~216~~336		)	~~318~~492
Provision for income taxes	(1014		)	~~131~~204		32			—			~~124~~192
Net income	$	~~194~~300		$	~~208~~324	$	812		$	(~~216~~336	)	$	~~194~~300

	Twenty-eight weeks ended April 10, 2016
	Forty weeks ended July 3, 2016
	Parent/Issuer			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Total
Sales	$	—		$	811,~~096~~606	$	~~512~~741		$	(84120	)	$	812,~~524~~227
Cost of goods sold and occupancy costs	—			57,~~318~~611		~~356~~516			(81117		)	58,~~593~~010
Gross profit	—			23,~~778~~995		~~156~~225			(3		)	24,~~931~~217
Selling, general and administrative expenses	—			23,~~266~~262		~~136~~196			—			23,~~402~~458
Pre-opening expenses	—			2744		45			—			3149
Relocation, store closure and lease termination costs	—			58		—			—			58
Operating income	—			~~480~~681		1624			(3		)	~~493~~702
Interest expense	(1830		)	—		—			—			(1830		)
Investment and other income (expense)	—			98		(24		)	24			98
Equity in net income of subsidiaries	~~310~~437			68		1523			(~~331~~468		)	—
Income before income taxes	~~292~~407			~~495~~697		2943			(~~332~~467		)	~~484~~680
Provision for income taxes	(712		)	~~187~~265		58			—			~~185~~261
Net income	$	~~299~~419		$	~~308~~432	$	2435		$	(~~332~~467	)	$	~~299~~419

Table of Contents

Consolidated Statements of Comprehensive Income (unaudited)

(In millions)

	Twelve weeks ended April 9, 2017
	Twelve weeks ended July 2, 2017
	Parent/Issuer		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Total
Net income	$	99106	$	~~103~~117	$	4		$	(~~107~~121	)	$	99106
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—		14		(3—		)	—			(24		)
Other comprehensive income (loss), net of tax	—		14		(3—		)	—			(24		)
Comprehensive income	$	99106	$	~~104~~121	$	14		$	(~~107~~121	)	$	97110

	Twenty-eight weeks ended April 9, 2017
	Forty weeks ended July 2, 2017
	Parent/Issuer		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated Total
Net income	$	~~194~~300	$	~~208~~324		$	812	$	(~~216~~336	)	$	~~194~~300
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—		(32		)	—		—			(32		)
Other comprehensive income (loss), net of tax	—		(32		)	—		—			(32		)
Comprehensive income	$	~~194~~300	$	~~205~~326		$	812	$	(~~216~~336	)	$	~~191~~302

	Twelve weeks ended April 10, 2016
	Twelve weeks ended July 3, 2016
	Parent/Issuer		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated Total
Net income	$	~~142~~120	$	~~144~~126		$	1612	$	(~~160~~138	)	$	~~142~~120
Other comprehensive loss, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—		(4		)	143		—			10(1		)
Other comprehensive loss, net of tax	—		(4		)	14		—			10
Other comprehensive income (loss), net of tax	—		(4		)	3		—			(1		)
Comprehensive income	$	~~142~~120	$	~~140~~122		$	3015	$	(~~160~~138	)	$	~~152~~119

	Twenty-eight weeks ended April 10, 2016
	Forty weeks ended July 3, 2016
	Parent/Issuer		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated Total
Net income	$	~~299~~419	$	~~308~~432		$	2435	$	(~~332~~467	)	$	~~299~~419
Other comprehensive loss, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—		—(10		)	—9		—			—(1		)
Other comprehensive loss, net of tax	—		—			—		—			—
Other comprehensive income (loss), net of tax	—		(10		)	9		—			(1		)
Comprehensive income	$	~~299~~419	$	~~308~~422		$	2444	$	(~~332~~467	)	$	~~299~~418

Table of Contents

Condensed Consolidated Statements of Cash Flows (unaudited)

(In millions)

	Twenty-eight weeks ended April 9, 2017
	Forty weeks ended July 2, 2017
	Parent/Issuer			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Total
Net cash provided by (used in) operating activities	$	(2653	)	$	~~628~~899		$	2255		$	—		$	~~624~~901
Cash flows from investing activities
Purchases of property, plant and equipment	—			(~~351~~467		)	(2541		)	—			(~~376~~508		)
Purchases of available-for-sale securities	—			(~~356~~767		)	—			—			(~~356~~767		)
Sales and maturities of available-for-sale securities	—			~~258~~401			—			—			~~258~~401
Payment for purchase of acquired entities, net of cash acquired	—			—			—			—			—
Intercompany activity	~~107~~141			—			—			(~~107~~141		)	—
Other investing activities	—			(613		)	—			—			(613		)
Net cash provided by (used in) investing activities	~~107~~141			(~~455~~846		)	(2541		)	(~~107~~141		)	(~~480~~887		)
Cash flows from financing activities
Purchases of treasury stock	—			—			—			—			—
Common stock dividends paid	(88132		)	—			—			—			(88132		)
Issuance of common stock	1043			—			—			—			1043
Excess tax benefit related to exercise of team member stock options	—5			—			—			—			—5
Proceeds from long-term borrowings	—			—			—			—			—
Proceed for revolving line of credit	—			—			—			—			—
Payments on long-term debt and capital lease obligations	(23		)	—			—			—			(23		)
Intercompany activity	—			(~~113~~131		)	6(10		)	~~107~~141			—
Other financing activities	(1		)	—			—			—			(1		)
Net cash provided by (used in) financing activities	(81		)	(113		)	6			107			(81		)
Net cash used in financing activities	(88		)	(131		)	(10		)	141			(88		)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	—			—			—4			—			—4
Net change in cash, cash equivalents, and restricted cash	—			60(78		)	38			—			63(70		)
Cash, cash equivalents, and restricted cash at beginning of period	—			368			105			—			473
Cash, cash equivalents, and restricted cash at end of period	$	—		$	~~428~~290		$	~~108~~113		$	—		$	~~536~~403

Table of Contents

Condensed Consolidated Statements of Cash Flows (unaudited)

(In millions)

	Twenty-eight weeks ended April 10, 2016
	Forty weeks ended July 3, 2016
	Parent/Issuer			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Total
Net cash provided by (used in) operating activities	$	—(27	)	$	~~547~~749		$	2842		$	—		$	~~575~~764
Cash flows from investing activities
Purchases of property, plant and equipment	—			(~~302~~457		)	(3664		)	—			(~~338~~521		)
Purchases of available-for-sale securities	—			(~~176~~311		)	—			—			(~~176~~311		)
Sales and maturities of available-for-sale securities	—			~~350~~375			—			—			~~350~~375
Payment for purchase of acquired entities, net of cash acquired	—			—			(11		)	—			(11		)
Intercompany activity	~~(174~~84		)	—			—			~~174~~(84		)	—
Other investing activities	—			(1012		)	—			—			(1012		)
Net cash used in investing activities	(174		)	(138		)	(47		)	174			(185		)
Net cash provided by (used in) investing activities	84			(405		)	(75		)	(84		)	(480		)
Cash flows from financing activities
Purchases of treasury stock	(~~734~~929		)	—			—			—			(~~734~~929		)
Common stock dividends paid	(90133		)	—			—			—			(90133		)
Issuance of common stock	1117			—			—			—			1117
Excess tax benefit related to exercise of team member stock options	14			—			—			—			14
Proceeds from long-term borrowings	999			—			—			—			999
Proceed for revolving line of credit	300			—			—			—			300
Payments on long-term debt and capital lease obligations	(~~305~~306		)	—			—			—			(~~305~~306		)
Intercompany activity	—			~~155~~(119		)	1935			~~(174~~84		)	—
Other financing activities	(89		)	—			—			—			(89		)
Net cash provided by financing activities	174			155			19			(174		)	174
Net cash provided by (used in) financing activities	(57		)	(119		)	35			84			(57		)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	—			—4			2—			—			24
Net change in cash, cash equivalents, and restricted cash	—			~~564~~229			2			—			~~566~~231
Cash, cash equivalents, and restricted cash at beginning of period	—			261			103			—			364
Cash, cash equivalents, and restricted cash at end of period	$	—		$	~~825~~490		$	105		$	—		$	~~930~~595

(15) ~~Subsequent~~Proposed ~~Events~~Merger with Amazon

On ~~May~~June 1015, 2017, the ~~Board~~Company ~~authorized~~entered ainto ~~new~~an ~~$1.25~~Agreement ~~billion~~and ~~share~~Plan ~~repurchase~~of ~~program,~~Merger ~~with~~ (the ~~intent~~“Merger toAgreement”) ~~opportunistically~~by ~~utilize~~and ~~the~~among ~~authorization~~Amazon.com, ~~over~~ the ~~next~~Company, 18and ~~months~~Merger Sub. ~~The~~Pursuant ~~new~~to ~~authorization~~the Merger Agreement, Merger Sub will ~~replace~~be merged with and into the Company’s ~~existing~~(the ~~program.~~“Merger”), with the Company continuing as the surviving company in the Merger.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, no par value, of the Company issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $42.00 per Company share in cash, without interest.

Completion of the Merger is subject to certain conditions, including the receipt of the necessary approval from the Company’s shareholders, the satisfaction of certain regulatory approvals and other customary closing conditions. The parties expect to close the transaction during the second half of 2017.

For the twelve and forty weeks ended July 2, 2017, the Company incurred $3.0 million of costs related to the Merger Agreement, which are currently included in “Selling, general and administrative expenses” line on the Consolidated Statement of Operations.

Table of Contents

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

Disclaimer on Forward-looking Statements

Certain statements in this ~~report~~press release and from time to time in other filings with the Securities and Exchange Commission, news releases, reports, and other written and oral communications made by us and our representatives, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “~~intend,” “~~estimate,” “expect,” “~~see,” “~~continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and include references to assumptions and relate to our future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this ~~analysis~~press release are forward-looking statements that are based on the Company’s current assumptions and involve risks and uncertainties that may cause our actual results to be materially different from such forward-looking statements and could materially adversely affect our business, financial condition, operating results and cash flows. These risks and uncertainties include ~~general~~the ~~business~~occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the failure to obtain the approval of Whole Foods Market’s shareholders or required regulatory clearances or the failure to satisfy any of the other closing conditions to the Merger; potential disruption of management’s attention from Whole Foods Market’s ongoing business operations due to the Merger; the effect of the announcement of the Merger on the ability of Whole Foods Market to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally, changes in overall economic conditions that impact consumer spending, including fuel prices and housing market trends, the impact of competition and other factors which are often beyond the control of the Company, as well other risks listed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2016, and other risks and uncertainties not presently known to us or that we currently deem immaterial. We wish to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. We do not undertake any obligation to update forward-looking statements.

This information should be read in conjunction with the consolidated financial statements and the accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2016.

Overview

Whole Foods Market is the leading natural and organic foods supermarket, the first national “Certified Organic” grocer, and uniquely positioned as America’s Healthiest Grocery Store™. We are a mission-driven company that aims to set the standards of excellence in food retailing. Our success is measured by customer satisfaction, team member happiness and excellence, return on invested capital, active environmental stewardship, service in our local and global communities, and win-win supplier partnerships, among other things. Through our growth, we have had a significant and positive impact on the natural and organic foods movement throughout the United States, helping lead the industry to nationwide acceptance. The Company incorporated in 1978, opened the first Whole Foods Market store in 1980, and as of ~~April~~July 92, 2017, operated ~~461~~466 stores: ~~440~~444 stores in 42 U.S. states and the District of Columbia; 1213 stores in Canada; and 9 stores in the United Kingdom. We have one operating segment, natural and organic foods supermarkets.

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

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

The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. Fiscal years 2017 and 2016 are 52-week years.

Economic and Industry Factors

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

Table of Contents

Economic and Industry Factors

We offer the broadest selection of high-quality natural and organic products, with a strong emphasis on perishable foods. We believe our high quality standards differentiate our stores from other supermarkets and enable us to attract and maintain a broad base of loyal customers. Our groundbreaking quality standards ban hundreds of ingredients commonly found in products sold by other retailers, as well as products grown or produced by manufacturing, farming, fishing and ranching practices that don’t measure up.

~~Second~~Third Quarter of Fiscal Year 2017 Summary

• Record sales of $3.7 billion, a 10.16% increase over the prior year

• Comparable store sales decrease of 21.89%

• Net income of $99106 million, or 2.68% of sales

• Diluted earnings per share of $0.3133

• EBITDA of $~~287~~293 million, or 7.79% of sales

• Return on Invested Capital (“ROIC”) of 109.06%

Results ~~include~~included acharges ~~charge~~ of $3014 million, or $0.0603 per diluted share, related to ~~previously~~advisory ~~announced store and facility closures~~fees. Excluding ~~this~~these charges, ~~net income was $117 million, or 3.1% of sales;~~ diluted earnings per share were $0.~~37;~~36 ~~EBITDA margin was 8.5%;~~ and ROIC was 1110.19%. Please refer to the reconciliation of GAAP measures to non-GAAP measures included in this Management’s Discussion and Analysis. During the twelve weeks ended ~~April~~July 92, 2017, we produced approximately $~~340~~277 million in cash flows from operations and returned approximately $4544 million in quarterly dividends to common shareholders. At ~~April~~July 92, 2017, we had approximately $1.0 billion in total debt and approximately $1.45 billion in total available capital.

~~Fiscal~~Recent ~~Year~~Merger ~~2017 Updated Outlook~~Announcement

~~The~~On ~~Company’s~~June ~~outlook~~16, ~~excludes~~2017, ~~charges~~Amazon.com ofand ~~$63~~Whole ~~million~~Foods Market, ~~or $0~~Inc.12 ~~per~~announced ~~diluted~~a ~~share,~~definitive ~~related~~merger toagreement ~~store~~under ~~and~~which ~~facility~~Amazon.com ~~closures~~will ~~and~~acquire ~~$13~~Whole ~~million,~~Foods orMarket for $~~0.02~~42 per ~~diluted~~ share in an all-cash transaction valued at approximately $13.7 billion, ~~associated~~including ~~with~~Whole ~~Walter~~Foods ~~Robb~~Market’s ~~separation~~net ~~agreement~~debt. ~~incurred~~As insuch, the ~~first~~Company ~~and~~will ~~second~~not ~~quarters,~~be asupdating ~~well~~its asoutlook ~~potential~~for ~~future~~fiscal ~~LIFO~~2017 ~~adjustments~~or ~~and~~longer-term ~~share repurchases~~targets. ~~The~~Completion ~~Company~~of ~~remains~~the ~~focused~~transaction onis ~~the~~subject ~~metrics~~to itapproval ~~believes~~by ~~are~~Whole ~~key~~Foods toMarket's ~~the~~shareholders, ~~long-term~~regulatory ~~health~~approvals ofand ~~its~~other ~~business~~customary ~~and~~closing ~~for~~conditions. ~~fiscal~~The ~~year~~parties ~~2017~~expect isto ~~targeting:~~close the transaction during the second half of 2017.

• Sales growth of 1.0% of greater

• Comps of approximately -2.5% or better

• Ending square footage growth of approximately 5% net of closures, reflecting approximately 30 new stores, including up to seven relocations and three 365 stores

• Diluted EPS of $1.30 or greater

• EBITDA margin of approximately 8%

• Capital expenditures of approximately 4% of sales

• ROIC of approximately 11%

The Company’s outlook implies 0.5% sales growth in the second half of the year, primarily reflecting the impact of recent closures, including stores closed for relocations and a major remodel. The Company is on track to achieve its cost reduction goal but expects these savings to be more than offset by investments in marketing, value and technology, as well as higher occupancy, depreciation and other costs. In addition, the Company is now estimating additional costs of approximately $16 million, or $0.03 per diluted share, related to the accelerated rollout of Affinity and other technology initiatives as well as the engagement of a consulting firm related to its cost reduction efforts. Therefore, the Company now expects a decline in operating margin, excluding LIFO, of up to 70 basis points in the third quarter and 95 basis points in the fourth quarter.

Overview of Strategic Initiatives and Longer-Term Targets

The Company provided a comprehensive shareholder update regarding new and accelerated initiatives to increase profitability, improve operational performance, and enhance shareholder value, including 2020 financial targets. The Company has identified a detailed path to sustained top-line growth, supported by category management and pricing initiatives, enhanced marketing and Affinity programs, and disciplined organic growth. Key components include:

• Accelerating Affinity (customer rewards) rollout to all U.S. stores by calendar year end 2017. The new program combines the best elements of the Company’s My 365 Rewards and pilot programs, which have successfully driven increased trips and bigger baskets from participants by providing more personalized and relevant communications as well as new digital experiences;

Table of Contents

• Restructuring purchasing program by calendar year end 2017 and implementing category management across all U.S. stores by fiscal year end 2018. Robust data analytics, state-of-the-art technology and a unified purchasing structure will provide optimized product assortment and pricing, leading to lower costs, lower prices and higher sales;

• Returning to positive comps and earnings growth by fiscal year end 2018, and providing FY 2020 financial targets based on the execution of new and accelerated initiatives. For 2020, the Company expects to achieve:

• Total sales of over $18 billion;

• Comparable store sales greater than 2.0%;

• SG&A as a percentage of sales of less than 27%;

• EBITDA margin greater than 9.5%; and,

• Cash flow from operations of over $1.2 billion

• Realizing $300 million in additional cost savings by fiscal year end 2020. Key components include: store labor transformation including standardization of in-store processes and labor allocation; support function efficiencies; and supply chain optimization through an accelerated order-to-shelf rollout. The Company also has engaged a top-tier consulting firm to help identify and support the implementation of these new cost savings measures. These savings are in addition to the $270 million already realized as part of the Company’s prior cost reduction plan, which is on track to reach $300 million by fiscal year end 2017.

Results of Operations

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

	Twelve weeks ended				~~Twenty-eight~~Forty weeks ended
	April 9, 2017		April 10, 2016		April 9, 2017		April 10, 2016
	July 2, 2017		July 3, 2016		July 2, 2017		July 3, 2016
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold and occupancy costs	6566.90		65.13		66.21		65.65
Gross profit	34.10		34.97		33.89		34.45
Selling, general and administrative expenses	28.38		2728.85		28.6		28.23
Pre-opening expenses	0.3		0.5		0.4		0.4
Relocation, store closure and lease termination costs	0.91		0.1		0.96		0.1
Operating income	4.68		6.5.6		4.02		5.87
Interest expense	(0.3	)	(0.3	)	(0.3	)	(0.2	)
Investment and other income	0.1		~~0.1~~—		—		0.1
Income before income taxes	4.36		65.43		34.70		5.76
Provision for income taxes	1.78		2.51		1.46		2.21
Net income	2.68	%	3.82	%	2.24	%	3.54	%

Figures may not sum due to rounding

Sales for the twelve and twenty-eight weeks ended April 9, 2017 totaled approximately $3.7 billion and $8.7 billion, respectively, increasing 1.1% and 1.5%, respectively, over the same period of the prior fiscal year. Comparable store sales during the twelve and twenty-eight weeks ended April 9, 2017 and the same period of the prior fiscal year are reflected in the table below.22

	Twelve weeks ended				Twenty-eight weeks ended
	April 9, 2017		April 10, 2016		April 9, 2017		April 10, 2016
Comparable store sales	(2.8	)%	(3.0	)%	(2.6	)%	(2.3	)%
Change in transactions	(3.0	)%	(2.1	)%	(3.2	)%	(1.8	)%
Change in basket size	0.2	%	(0.9	)%	0.6	%	(0.5	)%

We have seen stability in our comparable store sales over the last four quarters. Comparable store sales for the twelve weeks ended April 9, 2017 were negatively impacted by Easter shifting to the third quarter of fiscal year 2017 versus the second quarter of fiscal year 2016. Comparable stores contributed approximately 94.8% and 95.0% of total sales for the twelve and twenty-eight weeks ended April 9, 2017, respectively, compared to approximately 94.4% and 94.0%, respectively, for the same periods of the prior fiscal year. As of April 9, 2017, there were 439 locations in the comparable store base compared to 411 locations at April 10, 2016.

Table of Contents

~~The~~Sales ~~Company’s gross profit as a percentage of sales~~ for the twelve and ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 ~~was~~totaled approximately 34$3.1%7 billion and 33$12.8%4 ~~compared~~billion, torespectively, ~~approximately~~increasing 340.96% and 341.43%, ~~for~~respectively, over the same ~~periods~~period of the prior fiscal year. ~~Gross~~Comparable ~~margin~~store ~~for~~sales during the twelve and forty weeks ended ~~April 9~~July 2, 2017 ~~declined~~and 82the ~~basis~~same ~~points~~period toof ~~34.1%, as compared to~~ the ~~twelve~~prior ~~weeks~~fiscal ~~ended~~year ~~April~~are ~~10,~~reflected ~~2016, driven by increases~~ in ~~occupancy~~the ~~costs~~table ~~and cost of goods sold as a percentage of sales~~below.

Selling, general and administrative expenses as a percentage of sales were approximately 28.3% and 28.6% for the twelve and twenty-eight weeks ended April 9, 2017, respectively, compared to approximately 27.8% and 28.2%, respectively, for the same periods of the prior fiscal year. During the twenty-eight weeks ended April 9, 2017, selling, general and administrative expenses included a charge of $13 million associated with the separation agreement for Walter Robb, our former Co-Chief Executive Officer. Excluding this charge, selling, general and administrative expenses increased 26 basis points year over year for the twenty-eight weeks ended April 9, 2017 driven by an increase in marketing and depreciation expenses as a percentage of sales.



	Twelve weeks ended				Forty weeks ended
	July 2, 2017		July 3, 2016		July 2, 2017		July 3, 2016
Comparable store sales	(1.9	)%	(2.6	)%	(2.4	)%	(2.4	)%
Change in transactions	(3.1	)%	(2.7	)%	(3.4	)%	(2.1	)%
Change in basket size	1.2	%	0.1	%	1.0	%	(0.3	)%

~~Pre-opening~~Comparable ~~expenses~~stores ~~totaled~~contributed approximately ~~$12~~95.2% ~~million~~ and ~~$33~~95.0% ~~million~~of total sales for the twelve and ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017, respectively, compared to approximately ~~$18~~94.5% ~~million~~ and ~~$31 million~~94.1%, respectively, for the same periods of the prior fiscal year. As of July 2, 2017, there were 450 locations in the comparable store base compared to 420 locations at July 3, 2016.

~~Relocation,~~The ~~store~~Company’s ~~closure~~gross ~~and~~profit ~~lease~~as ~~termination~~a ~~costs~~percentage ~~totaled~~of ~~approximately~~sales ~~$34 million and $74 million~~ for the twelve and ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017, ~~respectively,~~was approximately 34.0% and 33.9% compared to approximately $334.7% ~~million~~ and $34.5% ~~million, respectively,~~ for the same periods of the prior fiscal year. ~~Relocation,~~Gross ~~store~~margin ~~closure~~for ~~and~~the ~~lease~~twelve ~~termination~~weeks ~~costs~~ended ~~for~~July 2, ~~the~~2017 ~~twelve~~declined ~~and~~69 ~~twenty-eight~~basis ~~weeks~~points ~~ended~~to ~~April 9~~34.0%, ~~2017~~as ~~includes~~compared ~~approximately~~to ~~$30~~the ~~million~~twelve ~~and~~weeks ~~$63~~ended ~~million~~July 3, ~~respectively~~2016, indriven ~~charges~~by ~~related~~increases toin ~~the~~occupancy ~~previously~~costs ~~announced~~and ~~decision~~cost toof ~~close~~goods ~~nine~~sold ~~stores~~as ~~and~~a ~~three~~percentage ~~commissary~~of ~~kitchens~~sales.

Selling, general and administrative expenses as a percentage of sales were approximately 28.8% and 28.6% for the twelve and forty weeks ended July 2, 2017, respectively, compared to approximately 28.5% and 28.3%, respectively, for the same periods of the prior fiscal year. During the forty weeks ended July 2, 2017, selling, general and administrative expenses included a charge of $13 million associated with the separation agreement for Walter Robb, our former Co-Chief Executive Officer, and a $14 million charge incurred during the third fiscal quarter for advisory fees, including $3 million in merger-related costs. Excluding these charges, selling, general and administrative expenses increased 14 basis points year over year for the forty weeks ended July 2, 2017.

Pre-opening expenses totaled approximately $13 million and $46 million for the twelve and forty weeks ended July 2, 2017, respectively, compared to approximately $18 million and $49 million, respectively, for the same periods of the prior fiscal year.

Relocation, store closure and lease termination costs totaled approximately $3 million and $77 million for the twelve and forty weeks ended July 2, 2017, respectively, compared to approximately $2 million and $8 million, respectively, for the same periods of the prior fiscal year. Relocation, store closure and lease termination costs for the forty weeks ended July 2, 2017 includes approximately $63 million in charges related to the previously announced decision to close nine stores and three commissary kitchens.

The numbers of stores opened and relocated were as follows:

	Twelve weeks ended		~~Twenty-eight~~Forty weeks ended
	April 9, 2017	April 10, 2016	April 9, 2017	April 10, 2016
	July 2, 2017	July 3, 2016	July 2, 2017	July 3, 2016
New stores	45	711	1520	1021
Relocated stores	21	1	45	12

Interest expense, primarily related to the Company’s $1.0 billion ~~offering of~~ 5.2% senior notes ~~completed on December 3, 2015,~~ totaled approximately $11 million and $2637 million for the twelve and ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017, respectively, compared to approximately $1112 million and $1830 million, respectively for the same periods of the prior fiscal year.

Investment and other income, which includes gift card breakage, interest income and investment gains and losses, and other income, was approximately $24 million and $16 million for the twelve and ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017, respectively, compared to a loss of approximately $51 million and income of approximately $98 million, respectively, for the same periods of the prior fiscal year.

Income taxes resulted in an effective tax rate of approximately 39.0% for each of the twelve and ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 compared to approximately 39.50% and 38.24%, respectively, for the same periods of the prior fiscal year. The lower effective tax rate for the ~~twenty-eight~~forty weeks ended ~~April 10~~July 3, 2016 was due to the recognition of an environmental tax credit related to the development of a new store.

Table of Contents

Non-GAAP measures

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

The Company defines adjusted diluted EPS as net income plus charges for advisory fees, store and facility closures and Mr. Robb’s separation agreement divided by the weighted average shares outstanding and potential additional common shares outstanding. The following is a tabular reconciliation of the non-GAAP financial measures adjusted diluted EPS to GAAP diluted EPS, which the Company believes is the most directly comparable GAAP financial measure. Adjusted diluted EPS was as follows (in millions):



	Twelve weeks ended				Forty weeks ended
Adjusted Diluted EPS	July 2, 2017		July 3, 2016		July 2, 2017		July 3, 2016
Net income	$	106	$	120	$	300	$	419
Advisory fees, net of tax	8		—		8		—
Store and facility closures, net of tax	—		—		38		—
Mr. Robb's separation agreement, net of tax	—		—		8		—
Adjusted Net income	$	114	$	120	$	354	$	419

Adjusted Diluted Earnings per Share	$	0.36	$	0.37	$	1.11	$	1.27
Weighted average shares outstanding	320.3		321.2		320.2		329.3

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



	Twelve weeks ended					Forty weeks ended
	July 2, 2017			July 3, 2016		July 2, 2017			July 3, 2016
Net income	$	106		$	120	$	300		$	419
Provision for income taxes	67			76		192			261
Interest expense	11			12		37			30
Investment and other income	(4		)	1		(6		)	(8		)
Operating income	180			209		523			702
Depreciation and amortization	113			117		418			376
EBITDA	$	293		$	326	$	941		$	1,078

Table of Contents

The Company defines adjusted diluted EPS as net income plus charges for store and facility closures and Mr. Robb’s separation agreement divided by the weighted average shares outstanding and potential additional common shares outstanding. The following is a tabular reconciliation of the non-GAAP financial measures adjusted diluted EPS to GAAP diluted EPS, which the Company believes is the most directly comparable GAAP financial measure. Adjusted diluted EPS was as follows (in millions):

	Twelve weeks ended				Twenty-eight weeks ended
Adjusted Diluted EPS	April 9, 2017		April 10, 2016		April 9, 2017		April 10, 2016
Net income	$	99	$	142	$	194	$	299
Store and facility closures, net of tax	18		—		38		—
Mr. Robb's separation agreement, net of tax	—		—		8		—
Adjusted Net income	$	117	$	142	$	240	$	299
Adjusted Diluted Earnings per Share	$	0.37	$	0.44	$	0.75	$	0.90
Weighted average shares outstanding	318.9		325.4		318.7		332.7

The Company defines adjusted EBITDA as EBITDA plus charges for Mr. Robb’s separation agreement and store and facility closures other than the related accelerated depreciation already included in depreciation and amortization. The following is a tabular reconciliation of the non-GAAP financial measures EBITDA to GAAP net income, which the Company believes is the most directly comparable GAAP financial measure. EBITDA was as follows (in millions):

	Twelve weeks ended						Twenty-eight weeks ended
	April 9, 2017			April 10, 2016			April 9, 2017			April 10, 2016
Net income	$	99		$	142		$	194		$	299
Provision for income taxes	63			93			124			185
Interest expense	11			11			26			18
Investment and other income	(2		)	(5		)	(1		)	(9		)
Operating income	171			241			343			493
Depreciation and amortization	116			112			305			259
EBITDA	287			353			648			752
Mr. Robb’s separation agreement	—			—			13			—
Store and facility closures, excluding accelerated depreciation	29			—			29			—
Adjusted EBITDA	$	316		$	353		$	690		$	752

Table of Contents

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

	Fifty-two weeks ended
	April 9, 2017			April 10, 2016
	July 2, 2017			July 3, 2016
Net income	$	~~402~~388		$	~~509~~475
Interest expense, net of tax	2930			1118
ROIC earnings	~~431~~418			~~520~~493
Total rent expense, net of tax (1)	~~295~~298			~~273~~279
Estimated depreciation on capitalized operating leases, net of tax (2)	(~~197~~199		)	(~~182~~186		)
ROIC earnings, including the effect of capitalized operating leases	$	~~529~~517		$	~~611~~586
Average working capital, excluding current portion of long-term debt	$	~~692~~715		$	~~584~~598
Average property and equipment, net	3,~~409~~445			3,~~177~~240
Average other assets	~~950~~942			1,~~048~~016
Average other liabilities	(~~731~~748		)	(~~666~~682		)
Average invested capital	4,~~320~~354			4,~~143~~172
Average estimated asset base of capitalized operating leases (3)	3,~~882~~927			3,~~553~~632
Average invested capital, including the effect of capitalized operating leases	$	8,~~202~~281		$	7,~~696~~804
ROIC	109.06		%	1211.68		%
ROIC, including the effect of capitalized operating leases	6.52		%	7.95		%

	Fifty-two weeks ended
	April 9, 2017			April 10, 2016
	July 2, 2017			July 3, 2016
Net income	$	~~402~~388		$	~~509~~475
Interest expense, net of tax	2930			1118
Adjustments, net of tax (4)	5057			4748
Adjusted ROIC earnings	~~481~~475			~~567~~541
Total rent expense, net of tax (1)	~~295~~298			~~273~~279
Estimated depreciation on capitalized operating leases, net of tax (2)	(~~197~~199		)	(~~182~~186		)
Adjusted ROIC earnings, including the effect of capitalized operating leases	$	~~579~~574		$	~~658~~634
Average working capital, excluding current portion of long-term debt	$	~~692~~715		$	~~584~~598
Average property and equipment, net	3,~~409~~445			3,~~177~~240
Average other assets	~~950~~942			1,~~048~~016
Average other liabilities	(~~731~~748		)	(~~666~~682		)
Average invested capital	4,~~320~~354			4,~~143~~172
Average estimated asset base of capitalized operating leases (3)	3,~~882~~927			3,~~553~~632
Average invested capital, including the effect of capitalized operating leases	$	8,~~202~~281		$	7,~~696~~804
Adjusted ROIC	1110.19		%	13.70		%
Adjusted ROIC, including the effect of capitalized operating leases	76.19		%	8.61		%

⁽¹⁾ Total rent includes minimum base rent of all tendered leases

⁽²⁾ Estimated depreciation equals two-thirds of total rent expense

⁽³⁾ Estimated asset base equals eight times total annualized rent expense

(4) Adjustments include charges related to advisory fees, Mr. Robb’s separation agreement, store and facility closures and asset impairments, as well as the Q4 2015 restructuring charges

2625

Table of Contents

Liquidity and Capital Resources and Changes in Financial Condition

The following table summarizes the Company’s cash and short-term investments as of the dates indicated (in millions):

	April 9, 2017		September 25, 2016
	July 2, 2017		September 25, 2016
Cash and cash equivalents	$	~~412~~279	$	351
Short-term investments - available-for-sale securities	~~476~~720		379
Total	$	~~888~~999	$	730

Additionally, the Company had $500 million available under its revolving credit facility at ~~April~~July 92, 2017.

We generated cash flows from operating activities totaling approximately $~~624~~901 million during the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 compared to approximately $~~575~~764 million during the same period of the prior fiscal year. The increase in cash flows from operating activities resulted primarily from increased non-cash expenses and changes in operating working capital. Depreciation and amortization was the primary non-cash expense included in cash flows from operating activities totaling approximately $~~305~~418 million and $~~259~~376 million for the ~~twenty-eight~~forty weeks ended ~~April 9~~July 2, 2017 and ~~April 10~~July 3, 2016.

Net cash used in investing activities totaled approximately $~~480~~887 million for the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 compared to approximately $~~185~~480 million for the same period of the prior fiscal year. Net purchases of available-for-sale securities totaled approximately $98366 million during the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 compared to net sales of approximately $~~174~~64 million for the same period of the prior fiscal year. Our principal historical capital requirements have been the funding of the development or acquisition of new stores, the acquisition of property and equipment for existing stores, ~~and~~ technology investments, dividend distribution and share repurchases. The required cash investment for new stores varies depending on the size of the new store, geographic location, degree of work performed by the landlord and complexity of site development issues. Capital expenditures for the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 totaled approximately $~~376~~508 million, of which approximately $~~227~~291 million was for the development of new locations. Capital expenditures for the ~~twenty-eight~~forty weeks ended ~~April~~July 103, 2016 totaled approximately $~~338~~521 million, of which approximately $~~197~~295 million was for the development of new locations.

We believe we will produce operating cash flows in excess of the capital expenditures needed to open the 9085 stores, or 3.86 million square feet, in our current store development pipeline. We have a disciplined, opportunistic real estate strategy, opening stores in existing trade areas as well as new areas, including international locations. Our growth strategy is to expand primarily through new store openings, and while we may pursue acquisitions of smaller chains that provide access to desirable geographic areas and experienced team members, such acquisitions are not expected to significantly impact our future store growth or financial results.

Net cash used in financing activities totaled approximately $8188 million for the ~~twenty-eight~~forty weeks ended ~~April~~July 92, 2017 compared to approximately $~~174~~57 million provided by financing activities for the same period of the prior fiscal year.

The Company’s revolving credit facility under a credit agreement dated as of November 2, 2015 (the “Credit Agreement”) provides for an unsecured revolving credit facility in the aggregate principal amount of $500 million. For the ~~twenty-eight~~forty weeks ended ~~April 9~~July 2, 2017, the Company had no amounts outstanding on the Credit Agreement. During the ~~twenty-eight~~forty weeks ended ~~April 10~~July 3, 2016, the Company borrowed and repaid $300 million under the Credit Agreement. At ~~April 9~~July 2, 2017, the Company was in compliance with all applicable debt covenants.

The Company has outstanding $1.0 billion aggregate principal amount of its 5.2% senior notes due 2025 (the “Notes”). The Notes will mature on December 3, 2025. At ~~April 9~~July 2, 2017, the Company was in compliance with all applicable debt covenants.

2726

Table of Contents

Share repurchase activity for the twelve and ~~twenty-eight~~forty weeks ended ~~April 9~~July 2, 2017 was immaterial. Share repurchase activity for fiscal year 2016 was as follows (in millions, except share per share amounts):



	Number of common shares acquired ⁽¹⁾	Average price per common share acquired		Total cost of common shares acquired
Fiscal year 2016:
First Quarter	21.2	$	29.96	$	634
Second Quarter	3.5	28.88		100
Third Quarter	6.5	30.01		195
Fourth Quarter	0.5	27.98		15
Total fiscal year 2016	31.7	$	29.82	$	944

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

As of ~~April~~July 92, 2017, ~~one~~the May 10, 2017 share repurchase program authorized by the Company’s Board of Directors (“Board”) remained in effect, with prior programs having been fully utilized, expired or cancelled. ~~The~~There ~~following~~was ~~table~~no ~~outlines~~repurchase ~~the~~activity ~~share~~under ~~repurchase~~the current program ~~authorized~~as byof July 2, 2017. However, the ~~Company’s~~Merger ~~Board~~Agreement, discussed in Note 15 of ~~Directors~~this ~~(“Board”)~~document, limits our ability to repurchase shares of our common stock, subject to certain exceptions, and the ~~related~~share repurchases under the share repurchase ~~activity~~program will not continue so long as ofthe ~~April 9,~~Merger ~~2017~~Agreement (is in ~~millions):~~effect and has not been terminated.

Effective date	Expiration date		Amount authorized				Cost of repurchases				Authorization available
November 4, 2015	Not applicable		$	1,000			$	557			$	443

On May 10, 2017, the Company’s Board of Directors (“Board”) announced a 29% increase in the regular quarterly dividend to $0.18 per common share. The following table provides a summary of dividends declared per common share during fiscal year 2017 to date and fiscal year 2016 (in millions, except per share amounts):



Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2017:
November 2, 2016	$	0.140	January 13, 2017	January 24, 2017	$	45
February 17, 2017	0.140		April 7, 2017	April 18, 2017	45
May 10, 2017 ⁽¹⁾	0.180		June 30, 2017	July 11, 2017	58
Fiscal year 2016:
November 4, 2015	$	0.135	January 15, 2016	January 26, 2016	$	44
March 9, 2016	0.135		April 8, 2016	April 19, 2016	44
June 7, 2016	0.135		July 1, 2016	July 12, 2016	43
September 22, 2016	0.135		October 3, 2016	October 14, 2016	43

~~During~~(1) Dividend ~~the~~accrued ~~first~~at ~~quarter of fiscal year 2017~~July 2, the Board increased the Company’s quarterly dividend to $0.140 per common share from $0.135 per common share. The following table provides a summary of dividends declared per common share during fiscal year 2017 ~~to date and fiscal year 2016 (in millions, except per share amounts):~~

Date of declaration	Dividend percommon share		Date of record	Date of payment	Total amount
Fiscal year 2017:
November 2, 2016	$	0.140	January 13, 2017	January 24, 2017	$	45
February 17, 2017 (1)	0.140		April 7, 2017	April 18, 2017	45
Fiscal year 2016:
November 4, 2015	$	0.135	January 15, 2016	January 26, 2016	$	44
March 9, 2016	0.135		April 8, 2016	April 19, 2016	44
June 7, 2016	0.135		July 1, 2016	July 12, 2016	43
September 22, 2016	0.135		October 3, 2016	October 14, 2016	43

The continuation of dividend 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.

~~(1)~~Net proceeds to the Company from the exercise of stock options by team members for the forty weeks ended July ~~Dividend~~2, ~~accrued~~2017 totaled approximately $43 million compared to approximately $17 million for the same period of the prior fiscal year. The Company intends to keep its broad-based stock option program in place, but also intends to limit the number of shares granted in any one year so that annual earnings dilution from share-based payment expense will not exceed 10%. The Company believes this strategy is best aligned with its stakeholder philosophy because it limits future earnings dilution from options and at ~~April~~the same time retains the broad-based stock option plan, which the Company believes is important to team member morale, its unique corporate culture and its success. At July 92, 2017 and September 25, 2016, approximately 26.6 million shares and 29.8 million shares of our common stock, respectively, were available for future stock incentive grants.

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

Net proceeds to the Company from the exercise of stock options by team members for the twenty-eight weeks ended April 9, 2017 totaled approximately $10 million compared to approximately $11 million for the same period of the prior fiscal year. The Company intends to keep its broad-based stock option program in place, but also intends to limit the number of shares granted in any one year so that annual earnings dilution from share-based payment expense will not exceed 10%. The Company believes this strategy is best aligned with its stakeholder philosophy because it limits future earnings dilution from options and at the same time retains the broad-based stock option plan, which the Company believes is important to team member morale, its unique corporate culture and its success. At April 9, 2017 and September 25, 2016, approximately 31.2 million shares and 29.8 million shares of our common stock, respectively, were available for future stock incentive grants.

Table of Contents

In addition to the Company’s debt obligations referenced above, the Company is committed under certain capital leases for rental of certain equipment, buildings and land, and certain operating leases for rental of facilities and equipment. These leases expire or become subject to renewal clauses at various dates through 2054. The following table shows payments due by period on contractual obligations as of ~~April~~July 92, 2017 (in millions):

	Total		Less than 1year		1-3years		3-5years		More than 5years
Capital lease obligations (including interest)	$	87	$	5	$	10	$	10	$	62
Senior notes	$	993	$	—	$	—	$	—	$	993
Operating lease obligations (1)	9,267		199		1,074		1,165		6,829
Estimated interest on senior notes	442		52		104		104		182
Total	$	9,354	$	204	$	1,084	$	1,175	$	6,891
Capital lease obligations (including interest)	85		5		10		10		60
Operating lease obligations (1)	9,246		79		1,081		1,184		6,902
Total	$	9,331	$	84	$	1,091	$	1,194	$	6,962

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

Gross unrecognized tax benefits and related interest and penalties at ~~April~~July 92, 2017 were not material. Although a reasonably reliable estimate of the period of cash settlement with respective taxing authorities cannot be determined due to the high degree of uncertainty regarding the timing of future cash outflows associated with the Company’s unrecognized tax benefits, as of ~~April~~July 92, 2017, the Company does not expect tax audit resolution will reduce its unrecognized tax benefits in the next 12 months.

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

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

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

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements at ~~April~~July 92, 2017 consist of operating leases disclosed in the above contractual obligations table, as well as the Credit Agreement discussed above. Additionally, we enter into forward purchase agreements for certain products in the ordinary course of business. Purchase commitments do not exceed anticipated use within an operating cycle. We have no other off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our consolidated financial statements or financial condition.

Recent Accounting Pronouncements

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

2928

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our direct exposure to financial market risk results from fluctuations in foreign currency exchange rates and interest rates. There have been no material changes to our market risks as disclosed in our Annual Report on Form 10-K, for the fiscal year ended September 25, 2016.

Item 4. Controls and Procedures.

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

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

3029

Table of Contents

Part II. Other Information

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 25, 2016.

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

~~The~~As ~~following~~of ~~table~~July 2, ~~provides~~2017, ~~information~~the ~~about~~May 10, 2017 share repurchase program authorized by the Company’s ~~share~~Board of Directors (“Board”) remained in effect, with prior programs having been fully utilized, expired or cancelled. There was no repurchase activity ~~during~~under the ~~twelve~~current ~~weeks~~program ~~ended~~as ~~April~~of July 92, 2017. However, the Merger Agreement, discussed in Note 15 of this document, limits our ability to repurchase shares of our common stock, subject to certain exceptions, and the share repurchases under the share repurchase program will not continue so long as the Merger Agreement is in effect and has not been terminated.

Period (1)	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (2)	Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
September 26, 2016 - October 23, 2016	—	$	—	—	$	443,504,390
October 24, 2016 - November 20, 2016	16,200	27.95		16,200	443,051,523
November 21, 2016 - December 18, 2016	—	—		—	443,051,523
December 19, 2016 - January 15, 2017	—	—			443,051,523
Total	16,200	$	27.95	16,200

Item 5. Other Information

~~(1)~~On ~~Periodic~~May ~~information~~10, is2017, ~~presented~~the byCompany ~~reference~~announced the appointment of Keith Manbeck as Executive Vice President and Chief Financial Officer, effective May 17, 2017. Concurrently with this appointment, Mr. Manbeck was appointed as the Company's principal accounting officer, succeeding Glenda Flanagan in that role, who previously had announced her intention to ~~our~~retire. See ~~fiscal~~the ~~periods~~Forms ~~during~~8-K filed by the ~~second~~Company ~~quarter~~on ofMay ~~fiscal~~10, ~~year~~June 16, and July 5, 2017, which are incorporated by reference herein, for additional information regarding Mr. Manbeck.

(2) On November 4, 2015, the Board authorized a share repurchase program whereby the Company may make up to $1.0 billion in stock purchases of outstanding shares of common stock of the Company. The repurchase program does not have an expiration date. Under the share repurchase programs, purchases can be made from time to time using a variety of methods, which may include open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The Board’s authorization of the share repurchase program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time at the Company’s discretion.30

Table of Contents

Item 5. Other Information.

As previously disclosed in our report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 10, 2017, the Company announced the appointment of five new independent directors and named Gabrielle Sulzberger the new Chair of the Board and Mary Ellen Coe the new Chair of the Nominating and Governance Committee. The Company also announced the appointment of Keith Manbeck as its new Chief Financial Officer.

Item 6. Exhibits.

3.1	Amended and Restated Articles of Incorporation of the Registrant, dated September 15, 2015 (1)
2.1	Agreement and Plan of Merger, dated June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc. and Whole Foods Market, Inc. (1)
3.2	Amended and Restated Bylaws of the Registrant effective March 13, 2017 (2)
3.1	Amended and Restated Articles of Incorporation of the Registrant, dated September 15, 2015 (2)
3.2	Amended and Restated Bylaws of the Registrant effective June 15, 2017 (1)
4.1	Amended and Restated Indenture, dated as of September 8, 2016, between the Registrant and U.S. Bank National Association, as Trustee (3)
4.2	First Supplemental Indenture, dated December 3, 2015, among the Registrant, the Guarantors, and U.S. Bank National Association (4)
4.3	Form of 5.2000% Senior Notes due 2025 (included in Exhibit 4.2) (4)
10.1	~~Form~~Offer ofLetter, ~~Time-based~~dated ~~Restricted~~May ~~Share~~9, ~~Unit~~2017, ~~Award~~by ~~Agreement~~and ~~under~~between the ~~2009~~Registrant ~~Stock~~and ~~Incentive~~Keith ~~Plan~~Manbeck (5)
31.1	Certification of Chief Executive Officer Pursuant to 17 CFR 240.13a -14(a) (5)
10.2	Change of Control Letter Agreement, dated as of June 14, 2017, by and between the Registrant and Keith Manbeck (1)
31.2	Certification of Chief Financial Officer Pursuant to 17 CFR 240.13a - 14(a) (5)
10.3	Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement (6)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (6)
10.4	Letter Agreement, dated as of July 5, 2017, by and between the Registrant and Keith Manbeck (6)
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (6)
10.5	Amendment No. One to the Whole Foods Market 2009 Stock Incentive Plan (7)
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 9, 2017 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements (5)
31.1	Certification of Chief Executive Officer Pursuant to 17 CFR 240.13a -14(a) (7)
31.2	Certification of Chief Financial Officer Pursuant to 17 CFR 240.13a - 14(a) (7)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (8)
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (8)
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2017 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements (7)

	(1)	Filed as an exhibit to Registrant’s Form 108-K ~~for the period ended September 27, 2015~~ filed ~~November~~June 1316, ~~2016~~2017 and incorporated herein by reference.
	(2)	Filed as an exhibit to Registrant’s Form 810-K for the period ended September 27, 2015 filed ~~March~~November 3113, ~~2017~~2016 and incorporated herein by reference.
	(3)	Filed as an exhibit to Registrant’s Form 8-K filed September 9, 2016 and incorporated herein by reference.
	(4)	Filed as an exhibit to Registrant’s Form 8-K filed December 4, 2015 and incorporated herein by reference.
	(5)	Filed ~~herewith~~as an exhibit to Registrant’s Form 8-K filed May 10, 2017 and incorporated herein by reference.
	(6)	~~Furnished~~Filed ~~herewith~~as an exhibit to Registrant’s Form 8-K filed July 5, 2017 and incorporated herein by reference.
	(7)	Filed herewith.
	(8)	Furnished herewith.

3231

Table of Contents

SIGNATURE

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

		WHOLE FOODS MARKET, INC.
Date:	~~May~~August 194, 2017	By:	/s/ Keith Manbeck
			Keith Manbeck
			Executive Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer)

3332

Filing Compare · WHOLE FOODS MARKET INC