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) July 30, 2014
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 July 30, 2014, the Company issued a press release announcing its results of operations for its third fiscal quarter ended July 6, 2014. 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. 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 July 30, 2014, a new share repurchase program was authorized pursuant to the authority of the Board of Directors (the "Board") of Whole Foods Market, Inc. (the "Company") whereby the Company may make up to $1 billion in stock purchases of outstanding shares of common stock of the Company through August 1, 2016. In connection with the new share repurchase program, the $322 million in remaining authority under the Company's existing share repurchase program was cancelled. These changes are effective as of August 1, 2014. Under the new repurchase program, purchases can be made from time to time using a variety of methods, which may include open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The Board's authorization of the share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time at the Company's discretion.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated July 30, 2014, regarding third 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) | ||
| July 30, 2014 (Date) | /s/ GLENDA FLANAGAN Glenda Flanagan Executive Vice President and Chief Financial Officer |