UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 6, 2013
Whole Foods Market, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 000-19797 | 74-1989366 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 550 Bowie Street Austin, Texas | 78703 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (512) 477-4455
________________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 6, 2013, the Company issued a press release announcing its results of operations for its fourth fiscal quarter ended September 29, 2013. A copy of the press release is furnished herewith as Exhibit 99.1.
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides information regarding Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), Adjusted EBITDA, Free Cash Flow and Return on Invested Capital ("ROIC") in the press release as additional information about its operating results. These measures are not in accordance with, or an alternative to, GAAP. The Company's management believes that these presentations provide useful information to management, analysts and investors regarding certain additional financial and business trends relating to its results of operations and financial condition. In addition, management uses these measures for reviewing the financial results of the Company as well as a component of incentive compensation. The Company defines Adjusted EBITDA as EBITDA plus non-cash share-based payment expense and deferred rent. The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures. The Company defines ROIC as annualized adjusted earnings divided by average invested capital. Earnings are annualized on a 52-week basis. Invested capital reflects an average of the trailing four quarters. Additionally, since the prior year fourth quarter and fiscal year ended September 30, 2012 contained an additional week, current year operating results are not directly comparable to the prior year. The Company's management believes adjusting the reported results for the 13-week and 53-week prior year periods ended September 30, 2012 provides more comparable results quarter-over-quarter and year-over-year. For that reason, the Company reported sales growth and diluted EPS growth on 12-week and 52-week bases. The Company adjusted the 13-week and 53-week prior year periods by removing one-thirteenth of the 13-week period results to remove the estimated impact of the additional week in the prior fiscal year. The press release includes a tabular reconciliation of these non-GAAP financial measures to GAAP net income, which the Company believes to be the most directly comparable GAAP financial measure.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On November 1, 2013, the Board of Directors (the "Board") of Whole Foods Market, Inc. (the "Company") authorized a new share repurchase program whereby the Company may make up to $500 million in stock purchases of outstanding shares of common stock of the Company through December 31, 2015. Under the repurchase program, purchases can be made from time to time using a variety of methods, which may include open market purchases or purchases through a Rule 10b5-1 trading plan, all in accordance with Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company's discretion.
This repurchase program is in addition to, and does not supersede or modify, the Company's previously disclosed program, which allows the Company to make up to $300 million in stock purchases of outstanding shares of common stock from time to time through December 31, 2014.
On November 6, 2013, the Company announced that our Board of Directors has declared a dividend of $0.12 per share, payable January 28, 2014 to our common stock shareholders of record at the close of business on January 17, 2014.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated November 6, 2013, regarding fourth fiscal quarter results of operations.
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 hereunto duly authorized.
| Whole Foods Market, Inc. (Registrant) | ||
| November 6, 2013 (Date) | /s/ GLENDA FLANAGAN Glenda Flanagan Executive Vice President and Chief Financial Officer |