x
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 25, 2016; or
|
|
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________
|
Texas
|
|
74-1989366
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
550 Bowie Street, Austin, Texas
|
|
78703
|
(Address of principal executive offices)
|
|
(Zip code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, no par value
|
|
NASDAQ Global Select Market
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Sales:
|
|
|
|
|
|
|||
United States
|
97
|
%
|
|
97
|
%
|
|
97
|
%
|
Canada and United Kingdom
|
3
|
|
|
3
|
|
|
3
|
|
Total sales
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Long-lived assets, net:
|
|
|
|
|
|
|
||
United States
|
98
|
%
|
|
97
|
%
|
|
96
|
%
|
Canada and United Kingdom
|
3
|
|
|
3
|
|
|
4
|
|
Total long-lived assets, net
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
heightened awareness of the role that healthy eating plays in long-term wellness;
|
•
|
a better-educated and wealthier populace whose median age is increasing each year;
|
•
|
a highly influential younger generation that values health, sustainability, organic, local and ethical trade;
|
•
|
increasing consumer concern over where and how food is produced; and
|
•
|
various environmental concerns.
|
•
|
We sell the highest quality natural and organic products available.
|
•
|
We satisfy, delight and nourish our customers.
|
•
|
We support team member happiness and excellence.
|
•
|
We create wealth through profits and growth.
|
•
|
We serve and support our local and global communities.
|
•
|
We practice and advance environmental stewardship.
|
•
|
We create ongoing win-win partnerships with our suppliers.
|
•
|
We promote the health of our stakeholders through healthy eating education.
|
•
|
We ban more than 120 food ingredients commonly found in other stores.
|
•
|
We sell only food with no artificial flavors, colors, preservatives or sweeteners, and no hydrogenated fats or high-fructose corn syrup.
|
•
|
All of our fresh meat is from animals that have been assessed for animal welfare and have never been given hormones or antibiotics. No synthetic nitrates are added to our cured meat.
|
•
|
All of our seafood is sourced from responsibly-managed fish farms and sustainable fisheries.
|
•
|
All eggs in our dairy case and used in our kitchens and bakeries are from cage-free hens.
|
•
|
We ban 75 ingredients in our body care products due to human health and environmental concerns.
|
•
|
We only sell eco-friendly cleaning products with full ingredient disclosure labeling.
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Perishables:
|
|
|
|
|
|
|||
Prepared foods and bakery
|
19
|
%
|
|
19
|
%
|
|
19
|
%
|
Other perishables
|
48
|
|
|
48
|
|
|
48
|
|
Total perishables
|
67
|
|
|
67
|
|
|
67
|
|
Non-perishables
|
34
|
|
|
34
|
|
|
33
|
|
Total sales
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
examine the current organic certification status of our organic products;
|
•
|
maintain an extensive record-keeping process that demonstrates a fully traceable audit trail for our organic products;
|
•
|
ensure our organic products are appropriately protected from commingling with conventional products and contamination with prohibited materials;
|
•
|
train team members in the handling practices of organic product; and
|
•
|
open our stores to on-site inspections by CCOF.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
Stores at beginning of fiscal year
|
431
|
|
399
|
|
362
|
|
335
|
|
311
|
|
Stores opened
|
28
|
|
38
|
|
34
|
|
26
|
|
25
|
|
Acquired stores
|
—
|
|
—
|
|
4
|
|
6
|
|
—
|
|
Relocated stores
|
(3
|
)
|
(6
|
)
|
(1
|
)
|
(5
|
)
|
(1
|
)
|
Stores at end of fiscal year
|
456
|
|
431
|
|
399
|
|
362
|
|
335
|
|
Total gross square footage at end of fiscal year
|
17,800,000
|
|
16,625,000
|
|
15,162,000
|
|
13,779,000
|
|
12,735,000
|
|
Year-over-year growth
|
7.1%
|
|
9.7%
|
|
10.0%
|
|
8.2%
|
|
7.6%
|
|
|
November 2,
2016 |
|
November 4,
2015 |
|
November 5,
2014 |
|
November 6,
2013 |
|
November 7,
2012 |
|
Stores in development
|
98
|
|
111
|
|
114
|
|
94
|
|
79
|
|
Average size (gross square feet)
|
42,000
|
|
43,000
|
|
41,000
|
|
38,000
|
|
37,000
|
|
Total gross square footage in development
|
4,136,000
|
|
4,810,000
|
|
4,723,000
|
|
3,605,000
|
|
2,896,000
|
|
Name
|
Age
|
|
Position
|
John Mackey
|
63
|
|
Co-Chief Executive Officer
|
Walter Robb
|
62
|
|
Co-Chief Executive Officer
|
A.C. Gallo
|
63
|
|
President and Chief Operating Officer
|
Glenda Flanagan
|
62
|
|
Executive Vice President and Chief Financial Officer
|
James Sud
|
64
|
|
Executive Vice President of Growth and Business Development
|
David Lannon
|
50
|
|
Executive Vice President of Operations
|
Kenneth Meyer
|
48
|
|
Executive Vice President of Operations
|
Jason Buechel
|
38
|
|
Executive Vice President and Chief Information Officer
|
Location
|
Number of stores
|
|
|
Location
|
Number of stores
|
|
|
Location
|
Number of stores
|
|
Alabama
|
3
|
|
|
Kansas
|
4
|
|
|
New York
|
17
|
|
Arizona
|
11
|
|
|
Kentucky
|
2
|
|
|
North Carolina
|
12
|
|
Arkansas
|
2
|
|
|
Louisiana
|
6
|
|
|
Ohio
|
9
|
|
California
|
85
|
|
|
Maine
|
1
|
|
|
Oklahoma
|
3
|
|
Canada
|
11
|
|
|
Maryland
|
9
|
|
|
Oregon
|
9
|
|
Colorado
|
20
|
|
|
Massachusetts
|
31
|
|
|
Pennsylvania
|
10
|
|
Connecticut
|
9
|
|
|
Michigan
|
7
|
|
|
Rhode Island
|
3
|
|
District of Columbia
|
4
|
|
|
Minnesota
|
6
|
|
|
South Carolina
|
4
|
|
Florida
|
26
|
|
|
Mississippi
|
1
|
|
|
Tennessee
|
6
|
|
Georgia
|
10
|
|
|
Missouri
|
3
|
|
|
Texas
|
29
|
|
Hawaii
|
3
|
|
|
Nebraska
|
2
|
|
|
United Kingdom
|
9
|
|
Idaho
|
1
|
|
|
Nevada
|
5
|
|
|
Utah
|
5
|
|
Illinois
|
26
|
|
|
New Hampshire
|
2
|
|
|
Virginia
|
13
|
|
Indiana
|
4
|
|
|
New Jersey
|
15
|
|
|
Washington
|
10
|
|
Iowa
|
1
|
|
|
New Mexico
|
4
|
|
|
Wisconsin
|
3
|
|
|
High
|
|
Low
|
||||
Fiscal year 2016:
|
|
|
|
|
|
||
September 28, 2015 to January 17, 2016
|
$
|
34.84
|
|
|
$
|
28.61
|
|
January 18, 2016 to April 10, 2016
|
34.61
|
|
|
27.94
|
|
||
April 11, 2016 to July 3, 2016
|
35.43
|
|
|
28.06
|
|
||
July 4, 2016 to September 25, 2016
|
34.67
|
|
|
27.67
|
|
||
Fiscal year 2015:
|
|
|
|
|
|
||
September 29, 2014 to January 18, 2015
|
$
|
52.40
|
|
|
$
|
36.24
|
|
January 19, 2015 to April 12, 2015
|
57.57
|
|
|
50.70
|
|
||
April 13, 2015 to July 5, 2015
|
52.16
|
|
|
39.10
|
|
||
July 6, 2015 to September 27, 2015
|
41.97
|
|
|
30.18
|
|
Date of declaration
|
Dividend per
common share |
|
Date of record
|
|
Date of payment
|
|
Total amount
|
||||
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
(1)
|
0.135
|
|
|
October 3, 2016
|
|
October 14, 2016
|
|
43
|
|
||
Fiscal year 2015:
|
|
|
|
|
|
|
|
||||
November 5, 2014
|
$
|
0.13
|
|
|
January 16, 2015
|
|
January 27, 2015
|
|
$
|
47
|
|
March 10, 2015
|
0.13
|
|
|
April 10, 2015
|
|
April 21, 2015
|
|
47
|
|
||
June 9, 2015
|
0.13
|
|
|
July 2, 2015
|
|
July 14, 2015
|
|
47
|
|
||
September 15, 2015
|
0.13
|
|
|
October 2, 2015
|
|
October 13, 2015
|
|
45
|
|
|
|
9/30/2011
|
|
|
9/30/2012
|
|
|
9/30/2013
|
|
|
9/30/2014
|
|
|
9/30/2015
|
|
|
9/30/2016
|
|
Whole Foods Market, Inc.
|
|
100.00
|
|
|
150.11
|
|
|
185.79
|
|
|
122.34
|
|
|
102.88
|
|
|
93.80
|
|
S&P 500
|
|
100.00
|
|
|
130.20
|
|
|
155.39
|
|
|
186.05
|
|
|
184.91
|
|
|
213.44
|
|
S&P Consumer Staples
|
|
100.00
|
|
|
124.30
|
|
|
141.77
|
|
|
165.19
|
|
|
176.92
|
|
|
204.82
|
|
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)
|
||||||
July 4, 2016 - July 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
457,947,710
|
|
August 1, 2016 - August 28, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
457,947,710
|
|
||
August 29, 2016 - September 25, 2016
|
516,285
|
|
|
27.98
|
|
|
516,285
|
|
|
443,504,390
|
|
||
Total
|
516,285
|
|
|
$
|
27.98
|
|
|
516,285
|
|
|
|
(1)
|
Periodic information is presented by reference to our fiscal periods during the fourth quarter of fiscal year
2016
.
|
(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.
|
|
Sept. 25, 2016
|
Sept. 27, 2015
|
Sept. 28, 2014
|
Sept. 29, 2013
|
Sept. 30, 2012
|
||||||||||
Consolidated Statements of Operations Data
(1)
|
|
|
|
|
|
||||||||||
Sales
|
$
|
15,724
|
|
$
|
15,389
|
|
$
|
14,194
|
|
$
|
12,917
|
|
$
|
11,699
|
|
Cost of goods sold and occupancy costs
|
10,313
|
|
9,973
|
|
9,150
|
|
8,288
|
|
7,543
|
|
|||||
Gross profit
|
5,411
|
|
5,416
|
|
5,044
|
|
4,629
|
|
4,156
|
|
|||||
Selling, general and administrative expenses
|
4,477
|
|
4,472
|
|
4,032
|
|
3,682
|
|
3,355
|
|
|||||
Pre-opening expenses
|
64
|
|
67
|
|
67
|
|
52
|
|
47
|
|
|||||
Relocation, store closure and lease termination costs
|
13
|
|
16
|
|
11
|
|
12
|
|
10
|
|
|||||
Operating income
|
857
|
|
861
|
|
934
|
|
883
|
|
744
|
|
|||||
Interest expense
|
(41
|
)
|
—
|
|
—
|
|
—
|
|
|
||||||
Investment and other income
|
11
|
|
17
|
|
12
|
|
11
|
|
8
|
|
|||||
Income before income taxes
|
827
|
|
878
|
|
946
|
|
894
|
|
752
|
|
|||||
Provision for income taxes
|
320
|
|
342
|
|
367
|
|
343
|
|
286
|
|
|||||
Net income
|
$
|
507
|
|
$
|
536
|
|
$
|
579
|
|
$
|
551
|
|
$
|
466
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
1.55
|
|
$
|
1.49
|
|
$
|
1.57
|
|
$
|
1.48
|
|
$
|
1.28
|
|
Weighted average shares outstanding
|
326.1
|
|
358.5
|
|
367.8
|
|
371.2
|
|
364.8
|
|
|||||
|
|
|
|
|
|
||||||||||
Diluted earnings per share
|
$
|
1.55
|
|
$
|
1.48
|
|
$
|
1.56
|
|
$
|
1.47
|
|
$
|
1.26
|
|
Weighted average shares outstanding, diluted basis
|
326.9
|
|
360.8
|
|
370.5
|
|
374.5
|
|
368.9
|
|
|||||
|
|
|
|
|
|
||||||||||
Dividends declared per common share
|
$
|
0.54
|
|
$
|
0.52
|
|
$
|
0.48
|
|
$
|
1.40
|
|
$
|
0.28
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheets Data
|
|
|
|
|
|
||||||||||
Net working capital
|
$
|
634
|
|
$
|
292
|
|
$
|
499
|
|
$
|
892
|
|
$
|
1,126
|
|
Total assets
|
6,341
|
|
5,741
|
|
5,744
|
|
5,538
|
|
5,294
|
|
|||||
Long-term debt (including current maturities)
|
1,051
|
|
65
|
|
62
|
|
27
|
|
24
|
|
|||||
Shareholders’ equity
|
3,224
|
|
3,769
|
|
3,813
|
|
3,878
|
|
3,802
|
|
|||||
|
|
|
|
|
|
||||||||||
Operating Data
|
|
—
|
|
|
|
|
|||||||||
Number of stores at end of fiscal year
|
456
|
|
431
|
|
399
|
|
362
|
|
335
|
|
|||||
Average store size (gross square footage)
|
39,000
|
|
39,000
|
|
38,000
|
|
38,000
|
|
38,000
|
|
|||||
Average weekly sales per store
|
$
|
682,000
|
|
$
|
715,000
|
|
$
|
722,000
|
|
$
|
711,000
|
|
$
|
682,000
|
|
Comparable store sales increase (decrease)
(2)
|
(2.5
|
)%
|
2.5%
|
|
4.4%
|
|
7.0%
|
|
8.8%
|
|
•
|
More than half way towards two-year $300 million expense reduction goal
|
•
|
Successful launch of new value format, 365 by Whole Foods Market™
|
•
|
Sales of over
$5 billion
in Exclusive Brands, prepared foods and bakery
|
•
|
Enhanced Whole Foods Market app, including digital coupons and sales flyer
|
•
|
Pilot of new Rewards program in the Dallas/Fort Worth area
|
•
|
Over 13 million followers on social media and first grocer to utilize chatbot technology
|
•
|
Instacart ordering now available through the Whole Foods Market website, offering fresh grocery delivery to more homes in the U.S. than any other food retailer
|
•
|
New unified point-of-sale system, including EMV technology, across all of our U.S. stores
|
•
|
Sales growth of 2.5% to 4.5%;
|
•
|
Comparable store sales of -2% to 0%;
|
•
|
Ending square footage growth of approximately 6%, reflecting approximately 30 new stores, including up to six relocations and four 365 stores;
|
•
|
Diluted EPS of $1.42 or greater, excluding any potential share repurchases;
|
•
|
EBITDA margin of approximately 8.2%;
|
•
|
Capital expenditures of 4% of sales; and
|
•
|
ROIC of 11% or greater.
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold and occupancy costs
|
65.6
|
|
|
64.8
|
|
|
64.5
|
|
Gross profit
|
34.4
|
|
|
35.2
|
|
|
35.5
|
|
Selling, general and administrative expenses
|
28.5
|
|
|
29.1
|
|
|
28.4
|
|
Pre-opening expenses
|
0.4
|
|
|
0.4
|
|
|
0.5
|
|
Relocation, store closure and lease termination costs
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Operating income
|
5.5
|
|
|
5.6
|
|
|
6.6
|
|
Interest expense
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
Investment and other income
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Income before income taxes
|
5.3
|
|
|
5.7
|
|
|
6.7
|
|
Provision for income taxes
|
2.0
|
|
|
2.2
|
|
|
2.6
|
|
Net income
|
3.2
|
%
|
|
3.5
|
%
|
|
4.1
|
%
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Comparable store sales
|
(2.5
|
)%
|
|
2.5
|
%
|
|
4.4
|
%
|
Change in transactions
|
(2.6
|
)%
|
|
0.8
|
%
|
|
2.3
|
%
|
Change in basket size
|
0.1
|
%
|
|
1.7
|
%
|
|
2.1
|
%
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cost of goods sold and occupancy costs
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Selling, general and administrative expenses
|
47
|
|
|
62
|
|
|
66
|
|
|||
Share-based payment expense before income taxes
|
49
|
|
|
64
|
|
|
68
|
|
|||
Income tax benefit
|
(19
|
)
|
|
(25
|
)
|
|
(26
|
)
|
|||
Net share-based payment expense
|
$
|
30
|
|
|
$
|
39
|
|
|
$
|
42
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
New and acquired stores
|
25
|
|
|
32
|
|
|
37
|
|
Relocated stores
|
3
|
|
|
6
|
|
|
1
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income
|
$
|
507
|
|
|
$
|
536
|
|
|
$
|
579
|
|
Provision for income taxes
|
320
|
|
|
342
|
|
|
367
|
|
|||
Interest expense
|
41
|
|
|
—
|
|
|
—
|
|
|||
Investment and other income, net of interest expense
|
(11
|
)
|
|
(17
|
)
|
|
(12
|
)
|
|||
Operating income
|
857
|
|
|
861
|
|
|
934
|
|
|||
Depreciation and amortization
|
498
|
|
|
439
|
|
|
377
|
|
|||
EBITDA
|
1,355
|
|
|
1,300
|
|
|
1,311
|
|
|||
Share-based payment expense
|
49
|
|
|
64
|
|
|
68
|
|
|||
Deferred rent
|
48
|
|
|
34
|
|
|
40
|
|
|||
Adjusted EBITDA
|
$
|
1,452
|
|
|
$
|
1,398
|
|
|
$
|
1,419
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net cash provided by operating activities
|
$
|
1,116
|
|
|
$
|
1,129
|
|
|
$
|
1,088
|
|
Development cost of new locations
|
(395
|
)
|
|
(516
|
)
|
|
(447
|
)
|
|||
Other property and equipment expenditures
|
(321
|
)
|
|
(335
|
)
|
|
(263
|
)
|
|||
Free cash flow
|
$
|
400
|
|
|
$
|
278
|
|
|
$
|
378
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income
|
$
|
507
|
|
|
$
|
536
|
|
|
$
|
579
|
|
Interest expense, net of tax
|
25
|
|
|
—
|
|
|
—
|
|
|||
Adjusted earnings
|
532
|
|
|
536
|
|
|
579
|
|
|||
Total rent expense, net of tax
(1)
|
285
|
|
|
261
|
|
|
241
|
|
|||
Estimated depreciation on capitalized operating leases, net of tax
(2)
|
(190
|
)
|
|
(174
|
)
|
|
(161
|
)
|
|||
Adjusted earnings, including the effect of capitalized operating leases
|
$
|
627
|
|
|
$
|
623
|
|
|
$
|
659
|
|
|
|
|
|
|
|
||||||
Average working capital, excluding current portion of long-term debt
|
$
|
615
|
|
|
$
|
472
|
|
|
$
|
744
|
|
Average property and equipment, net
|
3,296
|
|
|
3,066
|
|
|
2,670
|
|
|||
Average other assets
|
987
|
|
|
1,084
|
|
|
1,108
|
|
|||
Average other liabilities
|
(698
|
)
|
|
(637
|
)
|
|
(573
|
)
|
|||
Average invested capital
|
4,200
|
|
|
3,985
|
|
|
3,949
|
|
|||
Average estimated asset base of capitalized operating leases
(3)
|
3,718
|
|
|
3,417
|
|
|
3,154
|
|
|||
Average invested capital, including the effect of capitalized operating leases
|
$
|
7,918
|
|
|
$
|
7,402
|
|
|
$
|
7,103
|
|
|
|
|
|
|
|
||||||
ROIC
|
12.7%
|
|
|
13.4
|
|
|
14.7%
|
|
|||
ROIC, including the effect of capitalized operating leases
|
7.9%
|
|
|
8.4
|
|
|
9.3%
|
|
|
September 25,
2016 |
|
September 27,
2015 |
||||
Cash and cash equivalents
|
$
|
351
|
|
|
$
|
237
|
|
Short-term investments - available-for-sale securities
|
379
|
|
|
155
|
|
||
Total
|
$
|
730
|
|
|
$
|
392
|
|
|
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
|
|
Fiscal year 2015:
|
|
|
|
|
|
|||||
First Quarter
|
0.9
|
|
|
$
|
47.39
|
|
|
$
|
43
|
|
Second Quarter
|
0.9
|
|
|
55.02
|
|
|
47
|
|
||
Third Quarter
|
2.1
|
|
|
45.98
|
|
|
98
|
|
||
Fourth Quarter
|
9.9
|
|
|
32.66
|
|
|
325
|
|
||
Total fiscal year 2015
|
13.8
|
|
|
$
|
37.06
|
|
|
$
|
513
|
|
Fiscal year 2014:
|
|
|
|
|
|
|||||
First Quarter
|
1.1
|
|
|
$
|
56.06
|
|
|
$
|
62
|
|
Second Quarter
|
1.0
|
|
|
52.86
|
|
|
55
|
|
||
Third Quarter
|
9.1
|
|
|
39.45
|
|
|
361
|
|
||
Fourth Quarter
|
2.6
|
|
|
38.06
|
|
|
100
|
|
||
Total fiscal year 2014
|
13.9
|
|
|
$
|
41.51
|
|
|
$
|
578
|
|
Effective date
|
Expiration date
|
|
Amount authorized
|
|
Cost of repurchases
|
|
Authorization available
|
||||||
August 1, 2014
|
August 1, 2016
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
November 4, 2015
|
Not applicable
|
|
$
|
1,000
|
|
|
$
|
556
|
|
|
$
|
444
|
|
Date of declaration
|
Dividend per
common share
|
|
Date of record
|
|
Date of payment
|
|
Total amount
|
||||
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
(1)
|
0.135
|
|
|
October 3, 2016
|
|
October 14, 2016
|
|
43
|
|
||
Fiscal year 2015:
|
|
|
|
|
|
|
|
||||
November 5, 2014
|
$
|
0.13
|
|
|
January 16, 2015
|
|
January 27, 2015
|
|
$
|
47
|
|
March 10, 2015
|
0.13
|
|
|
April 10, 2015
|
|
April 21, 2015
|
|
47
|
|
||
June 9, 2015
|
0.13
|
|
|
July 2, 2015
|
|
July 14, 2015
|
|
47
|
|
||
September 15, 2015
|
0.13
|
|
|
October 2, 2015
|
|
October 13, 2015
|
|
45
|
|
|
Total
|
|
Less than 1
year
|
|
1-3
years
|
|
3-5
years
|
|
More than 5
years
|
||||||||||
Capital lease obligations (including interest)
|
$
|
90
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
65
|
|
Operating lease obligations
(1)
|
9,134
|
|
|
433
|
|
|
1,079
|
|
|
1,137
|
|
|
6,485
|
|
|||||
Total
|
$
|
9,224
|
|
|
$
|
439
|
|
|
$
|
1,088
|
|
|
$
|
1,147
|
|
|
$
|
6,550
|
|
|
|
September 25,
2016 |
||
Senior notes:
|
|
|
||
Outstanding balance
|
|
$
|
1,000
|
|
Fixed interest rate
|
|
5.200
|
%
|
|
|
|
|
||
Line of credit:
|
|
|
||
Outstanding balance
|
|
$
|
—
|
|
Variable interest rate
|
|
n/a
|
|
|
Applicable margin
|
|
0.125
|
%
|
|
Page
|
|
|
|
|
Assets
|
September 25,
2016 |
|
September 27,
2015 |
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
351
|
|
|
$
|
237
|
|
Short-term investments - available-for-sale securities
|
379
|
|
|
155
|
|
||
Restricted cash
|
122
|
|
|
127
|
|
||
Accounts receivable
|
242
|
|
|
218
|
|
||
Merchandise inventories
|
517
|
|
|
500
|
|
||
Prepaid expenses and other current assets
|
167
|
|
|
108
|
|
||
Deferred income taxes
|
197
|
|
|
199
|
|
||
Total current assets
|
1,975
|
|
|
1,544
|
|
||
Property and equipment, net of accumulated depreciation and amortization
|
3,442
|
|
|
3,163
|
|
||
Long-term investments - available-for-sale securities
|
—
|
|
|
63
|
|
||
Goodwill
|
710
|
|
|
710
|
|
||
Intangible assets, net of accumulated amortization
|
74
|
|
|
79
|
|
||
Deferred income taxes
|
100
|
|
|
144
|
|
||
Other assets
|
40
|
|
|
38
|
|
||
Total assets
|
$
|
6,341
|
|
|
$
|
5,741
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt and capital lease obligations
|
$
|
3
|
|
|
$
|
3
|
|
Accounts payable
|
307
|
|
|
295
|
|
||
Accrued payroll, bonus and other benefits due team members
|
407
|
|
|
436
|
|
||
Dividends payable
|
43
|
|
|
45
|
|
||
Other current liabilities
|
581
|
|
|
473
|
|
||
Total current liabilities
|
1,341
|
|
|
1,252
|
|
||
Long-term capital lease obligations, less current installments
|
1,048
|
|
|
62
|
|
||
Deferred lease liabilities
|
640
|
|
|
587
|
|
||
Other long-term liabilities
|
88
|
|
|
71
|
|
||
Total liabilities
|
3,117
|
|
|
1,972
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, no par value, 1,200 shares authorized;
377.0 and 377.1 shares issued; 318.3 and 348.9 shares outstanding at 2016 and 2015, respectively |
2,933
|
|
|
2,904
|
|
||
Common stock in treasury, at cost, 58.7 and 28.2 shares at 2016 and 2015, respectively
|
(2,026
|
)
|
|
(1,124
|
)
|
||
Accumulated other comprehensive loss
|
(32
|
)
|
|
(28
|
)
|
||
Retained earnings
|
2,349
|
|
|
2,017
|
|
||
Total shareholders’ equity
|
3,224
|
|
|
3,769
|
|
||
Total liabilities and shareholders’ equity
|
$
|
6,341
|
|
|
$
|
5,741
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales
|
$
|
15,724
|
|
|
$
|
15,389
|
|
|
$
|
14,194
|
|
Cost of goods sold and occupancy costs
|
10,313
|
|
|
9,973
|
|
|
9,150
|
|
|||
Gross profit
|
5,411
|
|
|
5,416
|
|
|
5,044
|
|
|||
Selling, general and administrative expenses
|
4,477
|
|
|
4,472
|
|
|
4,032
|
|
|||
Pre-opening expenses
|
64
|
|
|
67
|
|
|
67
|
|
|||
Relocation, store closure and lease termination costs
|
13
|
|
|
16
|
|
|
11
|
|
|||
Operating income
|
857
|
|
|
861
|
|
|
934
|
|
|||
Interest expense
|
(41
|
)
|
|
—
|
|
|
—
|
|
|||
Investment and other income
|
11
|
|
|
17
|
|
|
12
|
|
|||
Income before income taxes
|
827
|
|
|
878
|
|
|
946
|
|
|||
Provision for income taxes
|
320
|
|
|
342
|
|
|
367
|
|
|||
Net income
|
$
|
507
|
|
|
$
|
536
|
|
|
$
|
579
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.55
|
|
|
$
|
1.49
|
|
|
$
|
1.57
|
|
Weighted average shares outstanding
|
326.1
|
|
|
358.5
|
|
|
367.8
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
1.55
|
|
|
$
|
1.48
|
|
|
$
|
1.56
|
|
Weighted average shares outstanding, diluted basis
|
326.9
|
|
|
360.8
|
|
|
370.5
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.54
|
|
|
$
|
0.52
|
|
|
$
|
0.48
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income
|
$
|
507
|
|
|
$
|
536
|
|
|
$
|
579
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(4
|
)
|
|
(21
|
)
|
|
(8
|
)
|
|||
Other comprehensive loss, net of tax
|
(4
|
)
|
|
(21
|
)
|
|
(8
|
)
|
|||
Comprehensive income
|
$
|
503
|
|
|
$
|
515
|
|
|
$
|
571
|
|
|
Shares
outstanding
|
Common
stock
|
Common
stock in
treasury
|
Accumulated
other
comprehensive
income (loss)
|
Retained
earnings
|
Total
shareholders’
equity
|
|||||||||||
Balances at September 29, 2013
|
372.4
|
|
$
|
2,765
|
|
$
|
(153
|
)
|
$
|
1
|
|
$
|
1,265
|
|
$
|
3,878
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
579
|
|
579
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
(8
|
)
|
|||||
Dividends ($0.48 per common share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(176
|
)
|
(176
|
)
|
|||||
Issuance of common stock pursuant to team member stock plans
|
1.9
|
|
21
|
|
20
|
|
—
|
|
—
|
|
41
|
|
|||||
Purchase of treasury stock
|
(13.9
|
)
|
—
|
|
(578
|
)
|
—
|
|
—
|
|
(578
|
)
|
|||||
Tax benefit related to exercise of team member stock options
|
—
|
|
9
|
|
—
|
|
—
|
|
—
|
|
9
|
|
|||||
Share-based payment expense
|
—
|
|
68
|
|
—
|
|
—
|
|
—
|
|
68
|
|
|||||
Balances at September 28, 2014
|
360.4
|
|
2,863
|
|
(711
|
)
|
(7
|
)
|
1,668
|
|
3,813
|
|
|||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
536
|
|
536
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
(21
|
)
|
—
|
|
(21
|
)
|
|||||
Dividends ($0.52 per common share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(186
|
)
|
(186
|
)
|
|||||
Issuance of common stock pursuant to team member stock plans
|
2.3
|
|
(34
|
)
|
100
|
|
—
|
|
—
|
|
66
|
|
|||||
Purchase of treasury stock
|
(13.8
|
)
|
—
|
|
(513
|
)
|
—
|
|
—
|
|
(513
|
)
|
|||||
Tax benefit related to exercise of team member stock options
|
—
|
|
11
|
|
—
|
|
—
|
|
—
|
|
11
|
|
|||||
Share-based payment expense
|
—
|
|
64
|
|
—
|
|
—
|
|
—
|
|
64
|
|
|||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
|||||
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
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
507
|
|
|
$
|
536
|
|
|
$
|
579
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
498
|
|
|
439
|
|
|
377
|
|
|||
Impairment of long-lived assets
|
5
|
|
|
48
|
|
|
1
|
|
|||
Share-based payment expense
|
49
|
|
|
64
|
|
|
68
|
|
|||
LIFO expense (benefit)
|
(7
|
)
|
|
1
|
|
|
16
|
|
|||
Deferred income tax expense (benefit)
|
47
|
|
|
(43
|
)
|
|
(78
|
)
|
|||
Excess tax benefit related to exercise of team member stock options
|
(4
|
)
|
|
(11
|
)
|
|
(9
|
)
|
|||
Accretion of premium/discount on marketable securities
|
1
|
|
|
17
|
|
|
27
|
|
|||
Deferred lease liabilities
|
43
|
|
|
32
|
|
|
36
|
|
|||
Other
|
11
|
|
|
5
|
|
|
11
|
|
|||
Net change in current assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(24
|
)
|
|
(21
|
)
|
|
(14
|
)
|
|||
Merchandise inventories
|
(11
|
)
|
|
(61
|
)
|
|
(41
|
)
|
|||
Prepaid expenses and other current assets
|
(59
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|||
Accounts payable
|
13
|
|
|
20
|
|
|
30
|
|
|||
Accrued payroll, bonus and other benefits due team members
|
(29
|
)
|
|
58
|
|
|
12
|
|
|||
Other current liabilities
|
62
|
|
|
47
|
|
|
54
|
|
|||
Net change in other long-term liabilities
|
14
|
|
|
7
|
|
|
23
|
|
|||
Net cash provided by operating activities
|
1,116
|
|
|
1,129
|
|
|
1,088
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Development costs of new locations
|
(395
|
)
|
|
(516
|
)
|
|
(447
|
)
|
|||
Other property and equipment expenditures
|
(321
|
)
|
|
(335
|
)
|
|
(263
|
)
|
|||
Purchases of available-for-sale securities
|
(593
|
)
|
|
(494
|
)
|
|
(720
|
)
|
|||
Sales and maturities of available-for-sale securities
|
431
|
|
|
928
|
|
|
1,054
|
|
|||
Purchases of intangible assets
|
(2
|
)
|
|
(3
|
)
|
|
(20
|
)
|
|||
Decrease (increase) in restricted cash
|
4
|
|
|
(19
|
)
|
|
2
|
|
|||
Payment for purchase of acquired entities, net of cash acquired
|
(11
|
)
|
|
(4
|
)
|
|
(73
|
)
|
|||
Other investing activities
|
(8
|
)
|
|
(12
|
)
|
|
(17
|
)
|
|||
Net cash used in investing activities
|
(895
|
)
|
|
(455
|
)
|
|
(484
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Purchases of treasury stock
|
(944
|
)
|
|
(513
|
)
|
|
(578
|
)
|
|||
Common stock dividends paid
|
(177
|
)
|
|
(184
|
)
|
|
(170
|
)
|
|||
Issuance of common stock
|
19
|
|
|
66
|
|
|
42
|
|
|||
Excess tax benefit related to exercise of team member stock options
|
4
|
|
|
11
|
|
|
9
|
|
|||
Proceeds from long-term borrowings
|
999
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from revolving line of credit
|
300
|
|
|
—
|
|
|
—
|
|
|||
Payments on long-term debt and capital lease obligations
|
(306
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other financing activities
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(113
|
)
|
|
(622
|
)
|
|
(698
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
6
|
|
|
(5
|
)
|
|
(6
|
)
|
|||
Net change in cash and cash equivalents
|
114
|
|
|
47
|
|
|
(100
|
)
|
|||
Cash and cash equivalents at beginning of period
|
237
|
|
|
190
|
|
|
290
|
|
|||
Cash and cash equivalents at end of period
|
$
|
351
|
|
|
$
|
237
|
|
|
$
|
190
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Federal and state income taxes paid
|
$
|
377
|
|
|
$
|
383
|
|
|
$
|
429
|
|
Interest paid
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Perishables:
|
|
|
|
|
|
|||
Prepared foods and bakery
|
18.9
|
%
|
|
19.0
|
%
|
|
19.2
|
%
|
Other perishables
|
47.6
|
|
|
47.5
|
|
|
47.6
|
|
Total perishables
|
66.5
|
|
|
66.5
|
|
|
66.8
|
|
Non-perishables
|
33.5
|
|
|
33.5
|
|
|
33.2
|
|
Total sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
|
•
|
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
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.
|
|
|
|
|
Standard
|
Description
|
Effective Date
|
Effect on financial statements and other significant matters
|
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.
|
ASU No. 2016-02
Leases (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
|
We are currently evaluating the impact that the adoption of these provisions will have on the Company’s consolidated financial statements.
|
ASU No. 2016-01
Recognition 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. 2015-17
Balance 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. 2015-16
Simplifying the Accounting for Measurement-Period Adjustments (Topic 805)
|
The amendments require that an acquirer recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are determined and eliminate the requirement to retrospectively revise prior periods. Additionally, an acquirer should record in the same period the effects on earnings of any changes in the provisional accounts, calculated as if the accounting had been completed at the acquisition date. The amendments should be applied on a prospective basis.
|
First quarter of fiscal year ending September 24, 2017
|
We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.
|
ASU No. 2015-11
Simplifying 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.
|
|
|
|
|
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
|
|
September 27, 2015
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market fund
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
Marketable securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|||||||
Asset-backed securities
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Certificates of deposit
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Corporate bonds
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||
Municipal bonds
|
—
|
|
|
173
|
|
|
—
|
|
|
173
|
|
||||
Total
|
$
|
32
|
|
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
250
|
|
|
September 25,
2016 |
|
September 27,
2015 |
||||
Short-term marketable securities - available-for-sale:
|
|
|
|
||||
Asset-backed securities
|
$
|
—
|
|
|
$
|
10
|
|
Certificates of deposit
|
—
|
|
|
2
|
|
||
Commercial paper
|
30
|
|
|
—
|
|
||
Corporate bonds
|
—
|
|
|
15
|
|
||
Municipal bonds
|
26
|
|
|
128
|
|
||
Variable rate demand notes
|
323
|
|
|
—
|
|
||
Total short-term marketable securities
|
$
|
379
|
|
|
$
|
155
|
|
Long-term marketable securities - available-for-sale:
|
|
|
|
||||
Asset-backed securities
|
$
|
—
|
|
|
$
|
3
|
|
Corporate bonds
|
—
|
|
|
15
|
|
||
Municipal bonds
|
—
|
|
|
45
|
|
||
Total long-term marketable securities
|
$
|
—
|
|
|
$
|
63
|
|
|
September 25,
2016 |
|
September 27,
2015 |
||||
Land
|
$
|
161
|
|
|
$
|
151
|
|
Buildings and leasehold improvements
|
3,390
|
|
|
3,116
|
|
||
Capitalized real estate leases
|
80
|
|
|
81
|
|
||
Fixtures and equipment
|
2,499
|
|
|
2,330
|
|
||
Construction in progress and equipment not yet in service
|
284
|
|
|
176
|
|
||
Property and equipment, gross
|
6,414
|
|
|
5,854
|
|
||
Less accumulated depreciation and amortization
|
(2,972
|
)
|
|
(2,691
|
)
|
||
Property and equipment, net of accumulated depreciation and amortization
|
$
|
3,442
|
|
|
$
|
3,163
|
|
|
September 25, 2016
|
|
September 27, 2015
|
||||||||||||
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Gross carrying
amount
|
|
Accumulated
amortization
|
||||||||
Definite-lived contract-based
|
$
|
120
|
|
|
$
|
(55
|
)
|
|
$
|
122
|
|
|
$
|
(50
|
)
|
Indefinite-lived contract-based
|
9
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Total
|
$
|
129
|
|
|
$
|
(55
|
)
|
|
$
|
129
|
|
|
$
|
(50
|
)
|
Fiscal year 2017
|
$
|
6
|
|
Fiscal year 2018
|
5
|
|
|
Fiscal year 2019
|
5
|
|
|
Fiscal year 2020
|
5
|
|
|
Fiscal year 2021
|
4
|
|
|
Future fiscal years
|
40
|
|
|
Total
|
$
|
65
|
|
|
2016
|
|
|
2015
|
|
||
Beginning balance
|
$
|
28
|
|
|
$
|
31
|
|
Additions
|
6
|
|
|
9
|
|
||
Usage
|
(10
|
)
|
|
(13
|
)
|
||
Adjustments
|
2
|
|
|
1
|
|
||
Ending balance
|
$
|
26
|
|
|
$
|
28
|
|
|
September 25,
2016 |
|
September 27,
2015 |
||||
5.2% senior notes due 2025
|
$
|
1,000
|
|
|
$
|
—
|
|
Less: unamortized discount and debt issuance costs related to senior notes
|
(7
|
)
|
|
—
|
|
||
Carrying value of senior notes
|
993
|
|
|
—
|
|
||
Capital lease obligations
|
58
|
|
|
65
|
|
||
Total long-term debt and capital lease obligations
|
1,051
|
|
|
65
|
|
||
Less: current installments
|
(3
|
)
|
|
(3
|
)
|
||
Total long-term debt and capital lease obligations, less current installments
|
$
|
1,048
|
|
|
$
|
62
|
|
|
Capital
|
|
Operating
|
|
Sublease
|
||||||
Fiscal year 2017
|
$
|
6
|
|
|
$
|
433
|
|
|
$
|
8
|
|
Fiscal year 2018
|
5
|
|
|
522
|
|
|
7
|
|
|||
Fiscal year 2019
|
4
|
|
|
557
|
|
|
5
|
|
|||
Fiscal year 2020
|
5
|
|
|
568
|
|
|
5
|
|
|||
Fiscal year 2021
|
5
|
|
|
569
|
|
|
3
|
|
|||
Future fiscal years
|
65
|
|
|
6,485
|
|
|
4
|
|
|||
|
90
|
|
|
$
|
9,134
|
|
|
$
|
32
|
|
|
Less amounts representing interest
|
32
|
|
|
|
|
|
|||||
Net present value of capital lease obligations
|
$
|
58
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Current federal income tax
|
$
|
223
|
|
|
$
|
310
|
|
|
$
|
359
|
|
Current state income tax
|
52
|
|
|
76
|
|
|
82
|
|
|||
Current foreign income tax
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
|||
Total current tax
|
274
|
|
|
385
|
|
|
443
|
|
|||
Deferred federal income tax
|
41
|
|
|
(40
|
)
|
|
(66
|
)
|
|||
Deferred state income tax
|
8
|
|
|
(2
|
)
|
|
(10
|
)
|
|||
Deferred foreign income tax
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Total deferred tax
|
46
|
|
|
(43
|
)
|
|
(76
|
)
|
|||
Total income tax expense
|
$
|
320
|
|
|
$
|
342
|
|
|
$
|
367
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Federal income tax based on statutory rates
|
$
|
289
|
|
|
$
|
307
|
|
|
$
|
331
|
|
Increase (reduction) in income taxes resulting from:
|
|
|
|
|
|
||||||
Tax-exempt interest
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Excess charitable contributions
|
(10
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|||
Federal income tax credits
|
(4
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Other, net
|
10
|
|
|
2
|
|
|
2
|
|
|||
Total federal income taxes
|
285
|
|
|
296
|
|
|
321
|
|
|||
State income taxes, net of federal income tax benefit
|
39
|
|
|
48
|
|
|
47
|
|
|||
Tax impact of foreign operations
|
(4
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Total income tax expense
|
$
|
320
|
|
|
$
|
342
|
|
|
$
|
367
|
|
|
September 25,
2016 |
|
September 27,
2015 |
||||
Deferred tax assets:
|
|
|
|
||||
Compensation-related costs
|
$
|
215
|
|
|
$
|
207
|
|
Insurance-related costs
|
60
|
|
|
59
|
|
||
Inventories
|
5
|
|
|
2
|
|
||
Lease and other termination accruals
|
10
|
|
|
11
|
|
||
Lease negotiation legal fees
|
7
|
|
|
6
|
|
||
Rent differential
|
189
|
|
|
170
|
|
||
Tax basis of fixed assets in excess of financial basis
|
8
|
|
|
11
|
|
||
Net domestic and international operating loss carryforwards
|
14
|
|
|
23
|
|
||
Other
|
13
|
|
|
9
|
|
||
Gross deferred tax assets
|
521
|
|
|
498
|
|
||
Valuation allowance
|
(23
|
)
|
|
(35
|
)
|
||
Deferred tax assets
|
498
|
|
|
463
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Financial basis of fixed assets in excess of tax basis
|
(197
|
)
|
|
(117
|
)
|
||
Capitalized costs expensed for tax purposes
|
(4
|
)
|
|
(3
|
)
|
||
Deferred tax liabilities
|
(201
|
)
|
|
(120
|
)
|
||
Net deferred tax asset
|
$
|
297
|
|
|
$
|
343
|
|
|
September 25,
2016 |
|
September 27,
2015 |
||||
Current assets
|
$
|
197
|
|
|
$
|
199
|
|
Noncurrent assets
|
100
|
|
|
144
|
|
||
Net deferred tax asset
|
$
|
297
|
|
|
$
|
343
|
|
Date of declaration
|
Dividend per
common share
|
|
Date of record
|
|
Date of payment
|
|
Total amount
|
||||
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
|
|
||
Fiscal year 2015:
|
|
|
|
|
|
|
|
||||
November 5, 2014
|
$
|
0.13
|
|
|
January 16, 2015
|
|
January 27, 2015
|
|
$
|
47
|
|
March 10, 2015
|
0.13
|
|
|
April 10, 2015
|
|
April 21, 2015
|
|
47
|
|
||
June 9, 2015
|
0.13
|
|
|
July 2, 2015
|
|
July 14, 2015
|
|
47
|
|
||
September 15, 2015
|
0.13
|
|
|
October 2, 2015
|
|
October 13, 2015
|
|
45
|
|
Effective date
|
Expiration date
|
|
Amount authorized
|
|
Cost of repurchases
|
|
Authorization available
|
||||||
August 1, 2014
|
August 1, 2016
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
November 4, 2015
|
Not applicable
|
|
$
|
1,000
|
|
|
$
|
556
|
|
|
$
|
444
|
|
|
2016
|
|
|
2015
|
|
||
Number of common shares acquired
|
31.7
|
|
|
13.8
|
|
||
Average price per common share acquired
|
$
|
29.82
|
|
|
$
|
37.06
|
|
Total cost of common shares acquired
|
$
|
944
|
|
|
$
|
513
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income (numerator for basic and diluted earnings per share)
|
$
|
507
|
|
|
$
|
536
|
|
|
$
|
579
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
(denominator for basic earnings per share)
|
326.1
|
|
|
358.5
|
|
|
367.8
|
|
|||
Incremental common shares attributable to dilutive
effect of share-based awards
|
0.8
|
|
|
2.3
|
|
|
2.7
|
|
|||
Weighted average common shares outstanding and potential additional common shares outstanding(denominator for diluted earnings per share)
|
326.9
|
|
|
360.8
|
|
|
370.5
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.55
|
|
|
$
|
1.49
|
|
|
$
|
1.57
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
1.55
|
|
|
$
|
1.48
|
|
|
$
|
1.56
|
|
|
Number
of options outstanding |
|
Weighted
average exercise price |
|
Weighted
average remaining contractual life |
|
Aggregate
intrinsic value |
|||||
Outstanding options at September 29, 2013
|
19.2
|
|
|
$
|
36.90
|
|
|
|
|
|
||
Options granted
|
5.3
|
|
|
40.25
|
|
|
|
|
|
|||
Options exercised
|
(1.5
|
)
|
|
24.13
|
|
|
|
|
|
|||
Options expired
|
(0.1
|
)
|
|
36.10
|
|
|
|
|
|
|||
Options forfeited
|
(0.6
|
)
|
|
42.32
|
|
|
|
|
|
|||
Outstanding options at September 28, 2014
|
22.3
|
|
|
$
|
38.37
|
|
|
|
|
|
||
Options granted
|
5.3
|
|
|
44.30
|
|
|
|
|
|
|||
Options exercised
|
(2.2
|
)
|
|
27.81
|
|
|
|
|
|
|||
Options expired
|
(0.3
|
)
|
|
42.88
|
|
|
|
|
|
|||
Options forfeited
|
(0.8
|
)
|
|
42.66
|
|
|
|
|
|
|||
Outstanding options at September 27, 2015
|
24.3
|
|
|
$
|
40.45
|
|
|
|
|
|
||
Options granted
|
5.0
|
|
|
30.31
|
|
|
|
|
|
|||
Options exercised
|
(0.9
|
)
|
|
15.23
|
|
|
|
|
|
|||
Options expired
|
(0.9
|
)
|
|
41.73
|
|
|
|
|
|
|||
Options forfeited
|
(1.2
|
)
|
|
41.72
|
|
|
|
|
|
|||
Outstanding options at September 25, 2016
|
26.3
|
|
|
$
|
39.35
|
|
|
4.17
|
|
$
|
13
|
|
Vested/expected to vest at September 25, 2016
|
25.2
|
|
|
$
|
39.53
|
|
|
4.09
|
|
$
|
12
|
|
Exercisable options at September 25, 2016
|
14.8
|
|
|
$
|
40.47
|
|
|
3.01
|
|
$
|
11
|
|
Range of Exercise Prices
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||
From
|
|
To
|
|
Number
of options
outstanding
|
|
Weighted
average
exercise price
|
|
Weighted average
remaining
life (in years)
|
|
Number
of options
exercisable
|
|
Weighted
average
exercise price
|
||||||||||
$
|
20.42
|
|
|
$
|
29.55
|
|
|
1.6
|
|
|
$
|
20.49
|
|
|
1.62
|
|
1.4
|
|
|
$
|
20.43
|
|
30.30
|
|
|
38.50
|
|
|
11.0
|
|
|
33.00
|
|
|
4.78
|
|
4.4
|
|
|
33.98
|
|
||||
40.81
|
|
|
46.28
|
|
|
9.2
|
|
|
43.73
|
|
|
3.98
|
|
6.0
|
|
|
44.06
|
|
||||
51.25
|
|
|
59.15
|
|
|
4.5
|
|
|
52.40
|
|
|
3.96
|
|
3.0
|
|
|
52.12
|
|
||||
|
|
|
|
26.3
|
|
|
$
|
39.35
|
|
|
4.17
|
|
14.8
|
|
|
$
|
40.47
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Expected dividend yield
|
1.73
|
%
|
|
1.00
|
%
|
|
0.95
|
%
|
Risk-free interest rate
|
1.08
|
%
|
|
1.20
|
%
|
|
1.18
|
%
|
Expected volatility
|
31.30
|
%
|
|
29.73
|
%
|
|
30.96
|
%
|
Expected life, in years
|
4.05
|
|
|
4.04
|
|
|
4.04
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal Year 2016
(1)
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
4,829
|
|
|
$
|
3,696
|
|
|
$
|
3,703
|
|
|
$
|
3,497
|
|
Cost of goods sold and occupancy costs
|
3,188
|
|
|
2,406
|
|
|
2,417
|
|
|
2,303
|
|
||||
Gross profit
|
1,641
|
|
|
1,290
|
|
|
1,286
|
|
|
1,194
|
|
||||
Selling, general and administrative expenses
|
1,373
|
|
|
1,028
|
|
|
1,057
|
|
|
1,019
|
|
||||
Pre-opening expenses
|
13
|
|
|
18
|
|
|
18
|
|
|
15
|
|
||||
Relocation, store closure and lease termination costs
|
3
|
|
|
3
|
|
|
2
|
|
|
5
|
|
||||
Operating income
|
252
|
|
|
241
|
|
|
209
|
|
|
155
|
|
||||
Interest expense
|
(7
|
)
|
|
(11
|
)
|
|
(12
|
)
|
|
(11
|
)
|
||||
Investment and other income (expense)
|
4
|
|
|
5
|
|
|
(1
|
)
|
|
3
|
|
||||
Income before income taxes
|
249
|
|
|
235
|
|
|
196
|
|
|
147
|
|
||||
Provision for income taxes
|
92
|
|
|
93
|
|
|
76
|
|
|
59
|
|
||||
Net income
|
$
|
157
|
|
|
$
|
142
|
|
|
$
|
120
|
|
|
$
|
88
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.47
|
|
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
$
|
0.28
|
|
Diluted earnings per share
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.135
|
|
|
$
|
0.135
|
|
|
$
|
0.135
|
|
|
$
|
0.135
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal Year 2015
(1)
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
4,671
|
|
|
$
|
3,647
|
|
|
$
|
3,632
|
|
|
$
|
3,438
|
|
Cost of goods sold and occupancy costs
|
3,045
|
|
|
2,337
|
|
|
2,339
|
|
|
2,252
|
|
||||
Gross profit
|
1,626
|
|
|
1,310
|
|
|
1,293
|
|
|
1,186
|
|
||||
Selling, general and administrative expenses
|
1,330
|
|
|
1,029
|
|
|
1,032
|
|
|
1,080
|
|
||||
Pre-opening expenses
|
21
|
|
|
20
|
|
|
12
|
|
|
14
|
|
||||
Relocation, store closure and lease termination costs
|
4
|
|
|
6
|
|
|
2
|
|
|
4
|
|
||||
Operating income
|
271
|
|
|
255
|
|
|
247
|
|
|
88
|
|
||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Investment and other income
|
3
|
|
|
4
|
|
|
5
|
|
|
4
|
|
||||
Income before income taxes
|
274
|
|
|
259
|
|
|
252
|
|
|
92
|
|
||||
Provision for income taxes
|
107
|
|
|
101
|
|
|
98
|
|
|
36
|
|
||||
Net income
|
$
|
167
|
|
|
$
|
158
|
|
|
$
|
154
|
|
|
$
|
56
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.16
|
|
Diluted earnings per share
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
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
|
|
|||||
Long-term investments - available-for-sale securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
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 capital lease obligations
|
$
|
—
|
|
$
|
3
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3
|
|
Accounts payable
|
—
|
|
227
|
|
80
|
|
—
|
|
307
|
|
|||||
Intercompany payable
|
316
|
|
—
|
|
333
|
|
(649
|
)
|
—
|
|
|||||
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
|
376
|
|
1,147
|
|
467
|
|
(649
|
)
|
1,341
|
|
|||||
Long-term 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
|
1,369
|
|
1,874
|
|
523
|
|
(649
|
)
|
3,117
|
|
|||||
|
|
|
|
|
|
||||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
||||||||||
Total shareholders’ equity
|
3,225
|
|
4,567
|
|
600
|
|
(5,168
|
)
|
3,224
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
4,594
|
|
$
|
6,441
|
|
$
|
1,123
|
|
$
|
(5,817
|
)
|
$
|
6,341
|
|
|
September 27, 2015
|
||||||||||||||
Assets
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Current assets:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
147
|
|
$
|
90
|
|
$
|
—
|
|
$
|
237
|
|
Short-term investments - available-for-sale securities
|
—
|
|
155
|
|
—
|
|
—
|
|
155
|
|
|||||
Restricted cash
|
—
|
|
115
|
|
12
|
|
—
|
|
127
|
|
|||||
Accounts receivable
|
—
|
|
194
|
|
24
|
|
—
|
|
218
|
|
|||||
Intercompany receivable
|
—
|
|
533
|
|
—
|
|
(533
|
)
|
—
|
|
|||||
Merchandise inventories
|
—
|
|
430
|
|
70
|
|
—
|
|
500
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
96
|
|
12
|
|
—
|
|
108
|
|
|||||
Deferred income taxes
|
—
|
|
199
|
|
—
|
|
—
|
|
199
|
|
|||||
Total current assets
|
—
|
|
1,869
|
|
208
|
|
(533
|
)
|
1,544
|
|
|||||
Property and equipment, net of accumulated depreciation and amortization
|
—
|
|
2,832
|
|
331
|
|
—
|
|
3,163
|
|
|||||
Long-term investments - available-for-sale securities
|
—
|
|
63
|
|
—
|
|
—
|
|
63
|
|
|||||
Investments in consolidated subsidiaries
|
4,060
|
|
93
|
|
445
|
|
(4,598
|
)
|
—
|
|
|||||
Goodwill
|
—
|
|
703
|
|
7
|
|
—
|
|
710
|
|
|||||
Intangible assets, net of accumulated amortization
|
—
|
|
69
|
|
10
|
|
—
|
|
79
|
|
|||||
Deferred income taxes
|
—
|
|
141
|
|
3
|
|
—
|
|
144
|
|
|||||
Other assets
|
10
|
|
18
|
|
10
|
|
—
|
|
38
|
|
|||||
Total assets
|
$
|
4,070
|
|
$
|
5,788
|
|
$
|
1,014
|
|
$
|
(5,131
|
)
|
$
|
5,741
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
||||||||||
Current installments of capital lease obligations
|
$
|
—
|
|
$
|
3
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3
|
|
Accounts payable
|
—
|
|
216
|
|
79
|
|
—
|
|
$
|
295
|
|
||||
Intercompany payable
|
256
|
|
—
|
|
277
|
|
(533
|
)
|
$
|
—
|
|
||||
Accrued payroll, bonus and other benefits due team members
|
—
|
|
411
|
|
25
|
|
—
|
|
$
|
436
|
|
||||
Dividends payable
|
45
|
|
—
|
|
—
|
|
—
|
|
$
|
45
|
|
||||
Other current liabilities
|
—
|
|
452
|
|
21
|
|
—
|
|
$
|
473
|
|
||||
Total current liabilities
|
301
|
|
1,082
|
|
402
|
|
(533
|
)
|
1,252
|
|
|||||
Long-term capital lease obligations, less current installments
|
—
|
|
55
|
|
7
|
|
—
|
|
62
|
|
|||||
Deferred lease liabilities
|
—
|
|
544
|
|
43
|
|
—
|
|
587
|
|
|||||
Other long-term liabilities
|
—
|
|
69
|
|
2
|
|
—
|
|
71
|
|
|||||
Total liabilities
|
301
|
|
1,750
|
|
454
|
|
(533
|
)
|
1,972
|
|
|||||
|
|
|
|
|
|
||||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
||||||||||
Total shareholders’ equity
|
3,769
|
|
4,038
|
|
560
|
|
(4,598
|
)
|
3,769
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
4,070
|
|
$
|
5,788
|
|
$
|
1,014
|
|
$
|
(5,131
|
)
|
$
|
5,741
|
|
|
September 25, 2016
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Sales
|
$
|
—
|
|
$
|
14,928
|
|
$
|
949
|
|
$
|
(153
|
)
|
$
|
15,724
|
|
Cost of goods sold and occupancy costs
|
—
|
|
9,798
|
|
664
|
|
(149
|
)
|
10,313
|
|
|||||
Gross profit
|
—
|
|
5,130
|
|
285
|
|
(4
|
)
|
5,411
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
4,224
|
|
253
|
|
—
|
|
4,477
|
|
|||||
Pre-opening expenses
|
—
|
|
58
|
|
6
|
|
—
|
|
64
|
|
|||||
Relocation, store closure and lease termination costs
|
—
|
|
10
|
|
3
|
|
—
|
|
13
|
|
|||||
Operating income
|
—
|
|
838
|
|
23
|
|
(4
|
)
|
857
|
|
|||||
Interest expense
|
(41
|
)
|
—
|
|
—
|
|
—
|
|
(41
|
)
|
|||||
Investment and other income (expense)
|
(1
|
)
|
12
|
|
(4
|
)
|
4
|
|
11
|
|
|||||
Equity in net income of subsidiaries
|
533
|
|
10
|
|
28
|
|
(571
|
)
|
—
|
|
|||||
Income before income taxes
|
491
|
|
860
|
|
47
|
|
(571
|
)
|
827
|
|
|||||
Provision for income taxes
|
(16
|
)
|
329
|
|
7
|
|
—
|
|
320
|
|
|||||
Net income
|
$
|
507
|
|
$
|
531
|
|
$
|
40
|
|
$
|
(571
|
)
|
$
|
507
|
|
|
September 27, 2015
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Sales
|
$
|
—
|
|
$
|
14,565
|
|
$
|
968
|
|
$
|
(144
|
)
|
$
|
15,389
|
|
Cost of goods sold and occupancy costs
|
—
|
|
9,433
|
|
679
|
|
(139
|
)
|
9,973
|
|
|||||
Gross profit
|
—
|
|
5,132
|
|
289
|
|
(5
|
)
|
5,416
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
4,182
|
|
290
|
|
—
|
|
4,472
|
|
|||||
Pre-opening expenses
|
—
|
|
65
|
|
2
|
|
—
|
|
67
|
|
|||||
Relocation, store closure and lease termination costs
|
—
|
|
15
|
|
1
|
|
—
|
|
16
|
|
|||||
Operating income (loss)
|
—
|
|
870
|
|
(4
|
)
|
(5
|
)
|
861
|
|
|||||
Interest expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Investment and other income (expense)
|
—
|
|
16
|
|
(3
|
)
|
4
|
|
17
|
|
|||||
Equity in net income of subsidiaries
|
536
|
|
9
|
|
38
|
|
(583
|
)
|
—
|
|
|||||
Income before income taxes
|
536
|
|
895
|
|
31
|
|
(584
|
)
|
878
|
|
|||||
Provision for income taxes
|
—
|
|
345
|
|
(3
|
)
|
—
|
|
342
|
|
|||||
Net income
|
$
|
536
|
|
$
|
550
|
|
$
|
34
|
|
$
|
(584
|
)
|
$
|
536
|
|
|
September 28, 2014
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Sales
|
$
|
—
|
|
$
|
13,408
|
|
$
|
920
|
|
$
|
(134
|
)
|
$
|
14,194
|
|
Cost of goods sold and occupancy costs
|
—
|
|
8,648
|
|
632
|
|
(130
|
)
|
9,150
|
|
|||||
Gross profit
|
—
|
|
4,760
|
|
288
|
|
(4
|
)
|
5,044
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
3,780
|
|
252
|
|
—
|
|
4,032
|
|
|||||
Pre-opening expenses
|
—
|
|
60
|
|
7
|
|
—
|
|
67
|
|
|||||
Relocation, store closure and lease termination costs
|
—
|
|
10
|
|
1
|
|
—
|
|
11
|
|
|||||
Operating income
|
—
|
|
910
|
|
28
|
|
(4
|
)
|
934
|
|
|||||
Interest expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Investment and other income (expense)
|
—
|
|
10
|
|
(2
|
)
|
4
|
|
12
|
|
|||||
Equity in net income of subsidiaries
|
579
|
|
11
|
|
48
|
|
(638
|
)
|
—
|
|
|||||
Income before income taxes
|
579
|
|
931
|
|
74
|
|
(638
|
)
|
946
|
|
|||||
Provision for income taxes
|
—
|
|
357
|
|
10
|
|
—
|
|
367
|
|
|||||
Net income
|
$
|
579
|
|
$
|
574
|
|
$
|
64
|
|
$
|
(638
|
)
|
$
|
579
|
|
|
September 25, 2016
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Net income
|
$
|
507
|
|
$
|
531
|
|
$
|
40
|
|
$
|
(571
|
)
|
$
|
507
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
(12
|
)
|
8
|
|
—
|
|
(4
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
—
|
|
(12
|
)
|
8
|
|
—
|
|
(4
|
)
|
|||||
Comprehensive income
|
$
|
507
|
|
$
|
519
|
|
$
|
48
|
|
$
|
(571
|
)
|
$
|
503
|
|
|
September 27, 2015
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Net income
|
$
|
536
|
|
$
|
550
|
|
$
|
34
|
|
$
|
(584
|
)
|
$
|
536
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
(7
|
)
|
(14
|
)
|
—
|
|
(21
|
)
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
(7
|
)
|
(14
|
)
|
—
|
|
(21
|
)
|
|||||
Comprehensive income
|
$
|
536
|
|
$
|
543
|
|
$
|
20
|
|
$
|
(584
|
)
|
$
|
515
|
|
|
September 28, 2014
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Net income
|
$
|
579
|
|
$
|
574
|
|
$
|
64
|
|
$
|
(638
|
)
|
$
|
579
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
(8
|
)
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
(8
|
)
|
|||||
Comprehensive income
|
$
|
579
|
|
$
|
574
|
|
$
|
56
|
|
$
|
(638
|
)
|
$
|
571
|
|
|
September 25, 2016
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(27
|
)
|
$
|
1,114
|
|
$
|
29
|
|
$
|
—
|
|
$
|
1,116
|
|
Cash flows from investing activities
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
—
|
|
(643
|
)
|
(73
|
)
|
—
|
|
(716
|
)
|
|||||
Purchases of available-for-sale securities
|
—
|
|
(593
|
)
|
—
|
|
—
|
|
(593
|
)
|
|||||
Sales and maturities of available-for-sale securities
|
—
|
|
431
|
|
—
|
|
—
|
|
431
|
|
|||||
Purchases of intangible assets
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
|||||
Increase in restricted cash
|
—
|
|
4
|
|
—
|
|
—
|
|
4
|
|
|||||
Payment for purchase of acquired entities, net of cash acquired
|
—
|
|
—
|
|
(11
|
)
|
—
|
|
(11
|
)
|
|||||
Intercompany activity
|
140
|
|
—
|
|
—
|
|
(140
|
)
|
—
|
|
|||||
Other investing activities
|
—
|
|
(8
|
)
|
—
|
|
—
|
|
(8
|
)
|
|||||
Net cash provided by (used in) investing activities
|
140
|
|
(811
|
)
|
(84
|
)
|
(140
|
)
|
(895
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
||||||||||
Purchases of treasury stock
|
(944
|
)
|
—
|
|
—
|
|
—
|
|
(944
|
)
|
|||||
Common stock dividends paid
|
(177
|
)
|
—
|
|
—
|
|
—
|
|
(177
|
)
|
|||||
Issuance of common stock
|
19
|
|
—
|
|
—
|
|
—
|
|
19
|
|
|||||
Excess tax benefit related to exercise of team member stock options
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||
Proceeds from long-term borrowings
|
999
|
|
—
|
|
—
|
|
—
|
|
999
|
|
|||||
Proceed for revolving line of credit
|
300
|
|
—
|
|
—
|
|
—
|
|
300
|
|
|||||
Payments on long-term debt and capital lease obligations
|
(306
|
)
|
—
|
|
—
|
|
—
|
|
(306
|
)
|
|||||
Intercompany activity
|
—
|
|
(196
|
)
|
56
|
|
140
|
|
—
|
|
|||||
Other financing activities
|
(8
|
)
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(113
|
)
|
(196
|
)
|
56
|
|
140
|
|
(113
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
6
|
|
—
|
|
6
|
|
|||||
Net change in cash and cash equivalents
|
—
|
|
107
|
|
7
|
|
—
|
|
114
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
147
|
|
90
|
|
—
|
|
237
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
254
|
|
$
|
97
|
|
$
|
—
|
|
$
|
351
|
|
|
September 27, 2015
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
$
|
1,095
|
|
$
|
34
|
|
$
|
—
|
|
$
|
1,129
|
|
Cash flows from investing activities
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
—
|
|
(803
|
)
|
(48
|
)
|
—
|
|
(851
|
)
|
|||||
Purchases of available-for-sale securities
|
—
|
|
(494
|
)
|
—
|
|
—
|
|
(494
|
)
|
|||||
Sales and maturities of available-for-sale securities
|
—
|
|
928
|
|
—
|
|
—
|
|
928
|
|
|||||
Purchases of intangible assets
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
(3
|
)
|
|||||
Increase in restricted cash
|
—
|
|
(19
|
)
|
—
|
|
—
|
|
(19
|
)
|
|||||
Payment for purchase of acquired entities, net of cash acquired
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
(4
|
)
|
|||||
Intercompany activity
|
622
|
|
—
|
|
—
|
|
(622
|
)
|
—
|
|
|||||
Other investing activities
|
—
|
|
(12
|
)
|
—
|
|
—
|
|
(12
|
)
|
|||||
Net cash provided by (used in) investing activities
|
622
|
|
(403
|
)
|
(52
|
)
|
(622
|
)
|
(455
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
||||||||||
Purchases of treasury stock
|
(513
|
)
|
—
|
|
—
|
|
—
|
|
(513
|
)
|
|||||
Common stock dividends paid
|
(184
|
)
|
—
|
|
—
|
|
—
|
|
(184
|
)
|
|||||
Issuance of common stock
|
66
|
|
—
|
|
—
|
|
—
|
|
66
|
|
|||||
Excess tax benefit related to exercise of team member stock options
|
11
|
|
—
|
|
—
|
|
—
|
|
11
|
|
|||||
Proceeds from long-term borrowings
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Proceeds from revolving line of credit
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Payments on long-term debt and capital lease obligations
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
|||||
Intercompany activity
|
—
|
|
(641
|
)
|
19
|
|
622
|
|
—
|
|
|||||
Other financing activities
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(622
|
)
|
(641
|
)
|
19
|
|
622
|
|
(622
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
(5
|
)
|
|||||
Net change in cash and cash equivalents
|
—
|
|
51
|
|
(4
|
)
|
—
|
|
47
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
96
|
|
94
|
|
—
|
|
190
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
147
|
|
$
|
90
|
|
$
|
—
|
|
$
|
237
|
|
|
September 28, 2014
|
||||||||||||||
|
Parent/Issuer
|
Guarantor Subsidiaries
|
Non-guarantor Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
$
|
977
|
|
$
|
111
|
|
$
|
—
|
|
$
|
1,088
|
|
Cash flows from investing activities
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
—
|
|
(623
|
)
|
(87
|
)
|
—
|
|
(710
|
)
|
|||||
Purchases of available-for-sale securities
|
—
|
|
(720
|
)
|
—
|
|
—
|
|
(720
|
)
|
|||||
Sales and maturities of available-for-sale securities
|
—
|
|
1,054
|
|
—
|
|
—
|
|
1,054
|
|
|||||
Purchases of intangible assets
|
—
|
|
(20
|
)
|
—
|
|
—
|
|
(20
|
)
|
|||||
Decrease in restricted cash
|
—
|
|
2
|
|
—
|
|
—
|
|
2
|
|
|||||
Payment for purchase of acquired entities, net of cash acquired
|
—
|
|
(32
|
)
|
(41
|
)
|
—
|
|
(73
|
)
|
|||||
Intercompany activity
|
698
|
|
—
|
|
—
|
|
(698
|
)
|
—
|
|
|||||
Other investing activities
|
—
|
|
(17
|
)
|
—
|
|
—
|
|
(17
|
)
|
|||||
Net cash provided by (used in) investing activities
|
698
|
|
(356
|
)
|
(128
|
)
|
(698
|
)
|
(484
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
||||||||||
Purchases of treasury stock
|
(578
|
)
|
—
|
|
—
|
|
—
|
|
(578
|
)
|
|||||
Common stock dividends paid
|
(170
|
)
|
—
|
|
—
|
|
—
|
|
(170
|
)
|
|||||
Issuance of common stock
|
42
|
|
—
|
|
—
|
|
—
|
|
42
|
|
|||||
Excess tax benefit related to exercise of team member stock options
|
9
|
|
—
|
|
—
|
|
—
|
|
9
|
|
|||||
Proceeds from long-term borrowings
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Proceeds from revolving line of credit
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Payments on long-term debt and capital lease obligations
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
|||||
Intercompany activity
|
—
|
|
(730
|
)
|
32
|
|
698
|
|
—
|
|
|||||
Other financing activities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(698
|
)
|
(730
|
)
|
32
|
|
698
|
|
(698
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
|||||
Net change in cash and cash equivalents
|
—
|
|
(109
|
)
|
9
|
|
—
|
|
(100
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
205
|
|
85
|
|
—
|
|
290
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
96
|
|
$
|
94
|
|
$
|
—
|
|
$
|
190
|
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options
|
|
Weighted average exercise price of outstanding options
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
||||
Approved by security holders
(1)
|
26.3
|
|
|
$
|
39.35
|
|
|
30.8
|
|
Not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
26.3
|
|
|
$
|
39.35
|
|
|
30.8
|
|
(a)
|
The following documents are filed as part of this report:
|
|
|
|
(1) Consolidated Financial Statements: See Item 8. Financial Statements and Supplementary Data.
|
|
(2) Financial statement schedules: No schedules are required.
|
|
(3) Exhibits are incorporated herein by reference or are filed with this report as indicated below.
|
|
|
(b)
|
Exhibits:
|
|
|
3.1
|
Amended and Restated Articles of Incorporation of the Registrant, dated September 15, 2015 (14)
|
3.2
|
Amended and Restated By-laws of the Registrant adopted June 26, 2015 (3)
|
4.1
|
Amended and Restated Indenture, dated as of September 8, 2016, between the Registrant and U.S. Bank National Association, as Trustee (5)
|
4.2
|
First Supplemental Indenture, dated December 3, 2015, among Registrant, the Guarantors, and U.S. Bank National Association (4)
|
4.3
|
Form of 5.200% Senior Notes due 2025 (included in Exhibit 4.2) (4)
|
10.1
|
2009 Stock Incentive Plan (1)
|
10.2
|
2007 Team Member Stock Purchase Plan (10)
|
10.3
|
Form of Executive Retention Plan and Non-Compete Arrangement by and between the executive leadership team of the Registrant and the Registrant (12)
|
10.4
|
Form of Director & Officer Indemnification Agreement (2)
|
10.5
|
Agreement for Distribution of Products by and between Whole Foods Market Distribution, Inc. and United Natural Foods, Inc. (Portions of this agreement have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission) (9)
|
10.6
|
Form of Non-Qualified Stock Option Agreement for WFLN and Directors under the 2009 Stock Incentive Plan (7)
|
10.7
|
Form of Non-Qualified Stock Option Agreement for U.S. WFLN and Directors under the 2009 Stock Incentive Plan (8)
|
10.8
|
Form of Non-Qualified Stock Option Agreement for U.S. WFLN and Directors under the 2009 Stock Incentive Plan (10)
|
10.9
|
Form of Restricted Share Award Agreement under the 2009 Stock Incentive Plan (13)
|
10.10
|
Form of Restricted Share Award Agreement under the 2009 Stock Incentive Plan (15)
|
10.11
|
Separation, Advisory and Noncompetition Agreement, dated as of November 2, 2016, by and between Whole Foods Market, Inc. and Walter Robb (6)
|
10.12
|
Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement, dated as of November 2, 2016, by and between Whole Foods Market Services, Inc. and Walter Robb (6)
|
10.13
|
Registration Rights Agreement, dated December 3, 2015, among Registrant, the Guarantors and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several Initial Purchasers (4)
|
10.14
|
Credit Agreement, dated as of November 2, 2015, among Registrant, the lenders party thereto, JPMorgan Chase Bank, N.A. as administrative agent, and J.P. Morgan Securities LLC, as sole bookrunner and lead arranger (9)
|
10.15
|
Amendment No. 1 to Credit Agreement, dated as of December 22, 2015 (9)
|
10.16
|
Amendment No. 2 to Credit Agreement, dated as of May 2, 2016 (10)
|
10.17
|
Amendment No. 3 to Credit Agreement, dated as of November 3, 2016 (15)
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges (15)
|
21.1
|
Subsidiaries of the Registrant (15)
|
23.1
|
Consent of Ernst & Young LLP (15)
|
31.1
|
Certification by Co-Chief Executive Officer pursuant to 17 CFR 240.13a-14(a) (15)
|
31.2
|
Certification by Co-Chief Executive Officer pursuant to 17 CFR 240.13a-14(a) (15)
|
31.3
|
Certification by Chief Financial Officer pursuant to 17 CFR 240.13a-14(a) (15)
|
32.1
|
Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (16)
|
32.2
|
Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (16)
|
32.3
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (16)
|
101
|
The following financial information from the Company’s Annual Report on Form 10-K, for the period ended September 25, 2016, 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 (15)
|
|
(1)
|
Filed as an exhibit to Registrant’s Form S-8 filed May 31, 2013 and incorporated herein by reference.
|
|
(2)
|
Filed as an exhibit to Registrant’s Form 8-K filed April 16, 2009 and incorporated herein by reference.
|
|
(3)
|
Filed as an exhibit to Registrant’s Form 8-K filed June 29, 2015 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 as an exhibit to Registrant’s Form 8-K filed September 9, 2016 and incorporated herein by reference
|
|
(6)
|
Filed as an exhibit to Registrant’s Form 8-K filed November 2, 2016 and incorporated herein by reference
|
|
(7)
|
Filed as an exhibit to Registrant’s Form 10-Q for the period ended July 7, 2013 filed August 9, 2013 and incorporated herein by reference.
|
|
(8)
|
Filed as an exhibit to Registrant’s Form 10-Q for the period ended July 6, 2014 filed August 8, 2014 and incorporated herein by reference.
|
|
(9)
|
Filed as an exhibit to Registrant’s Form 10-Q for the period ended January 17, 2016 filed February 26, 2016 and incorporated herein by reference.
|
|
(10)
|
Filed as an exhibit to Registrant’s Form 10-Q for the period ended April 10, 2016 filed May 13, 2016 and incorporated herein by reference.
|
|
(11)
|
Filed as an exhibit to Registrant’s Form 10-K for the period ended September 24, 2006 filed December 8, 2006 and incorporated herein by reference.
|
|
(12)
|
Filed as an exhibit to Registrant’s Form 10-K for the period ended September 30, 2012 filed November 21, 2012 and incorporated herein by reference.
|
|
(13)
|
Filed as an exhibit to Registrant’s Form 10-K for the period ended September 29, 2013 filed November 22, 2013 and incorporated herein by reference.
|
|
(14)
|
Filed as an exhibit to Registrant’s Form 10-K for the period ended September 27, 2015 filed November 13, 2015 and incorporated herein by reference
|
|
(15)
|
Filed herewith.
|
|
(16)
|
Furnished herewith.
|
Date:
|
November 18, 2016
|
By:
|
/s/ Glenda Flanagan
|
|
|
|
Glenda Flanagan
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Name
|
|
Title
|
|
|
|
/s/ John Mackey
|
|
Co-Chief Executive Officer and Director
|
John Mackey
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
/s/ Walter Robb
|
|
Co-Chief Executive Officer and Director
|
Walter Robb
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
/s/ Glenda Flanagan
|
|
Executive Vice President and Chief Financial Officer
|
Glenda Flanagan
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
/s/ Dr. John B. Elstrott
|
|
Chairman of the Board
|
Dr. John B. Elstrott
|
|
|
|
|
|
/s/ Shahid M. Hassan
|
|
Director
|
Shahid M. Hassan
|
|
|
|
|
|
/s/ Stephanie Kugelman
|
|
Director
|
Stephanie Kugelman
|
|
|
|
|
|
/s/ Jonathan A. Seiffer
|
|
Director
|
Jonathan A. Seiffer
|
|
|
|
|
|
/s/ Morris J. Siegel
|
|
Director
|
Morris J. Siegel
|
|
|
|
|
|
/s/ Jonathan D. Sokoloff
|
|
Director
|
Jonathan D. Sokoloff
|
|
|
|
|
|
/s/ Dr. Ralph Z. Sorenson
|
|
Director
|
Dr. Ralph Z. Sorenson
|
|
|
|
|
|
/s/ Gabrielle Sulzberger
|
|
Director
|
Gabrielle Sulzberger
|
|
|
|
|
|
/s/ William A. Tindell
|
|
Director
|
William A. Tindell
|
|
|
25% of the original grant shall vest on the first anniversary of the Date of Grant, rounded up to the nearest whole share;
|
25% of the original grant shall vest on the second anniversary of the Date of Grant, rounded up to the nearest whole share;
|
25% of the original grant shall vest on the third anniversary of the Date of Grant, rounded up to the nearest whole share;
|
the remaining shares shall vest on the fourth anniversary of the Date of Grant.
|
|
BORROWER
:
WHOLE FOODS MARKET, INC., as the Borrower
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
|
|
Name: Glenda Flanagan
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
JPMORGAN CHASE BANK, N.A., as Administrative Agent, the Issuing Bank, the Swingline Lender and a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurie C. Tuzo
|
|
|
Name: Laurie C. Tuzo
|
|
|
Title: Managing Director
|
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Susan L. Coulter
|
|
|
Name: Susan L. Coulter
|
|
|
Title: Senior Vice President
|
|
BANK OF AMERICA, N.A.,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Daniel H. Blakely
|
|
|
Name: Daniel H. Blakely
|
|
|
Title: Associate
|
|
MORGAN STANLEY BANK, N.A.,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa Vieira
|
|
|
Name: Lisa Vieira
|
|
|
Title: Authorized Signatory
|
|
ROYAL BANK OF CANADA,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Janie Xie
|
|
|
Name: Janie Xie
|
|
|
Title: Vice President
|
|
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark D. Rodgers
|
|
|
Name: Mark D. Rodgers
|
|
|
Title: Vice President
|
|
GOLDMAN SACHS BANK USA,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mehmet Barlas
|
|
|
Name: Mehmet Barlas
|
|
|
Title: Authorized Sigantory
|
|
WHOLE FOODS MARKET CALIFORNIA, INC., a
California corporation
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
||
|
|
Name: Glenda Flanagan
|
||
|
|
Title: Assistant Secretary
|
|
WHOLE FOODS MARKET PACIFIC NORTHWEST,
INC., a Delaware corporation
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
||
|
|
Name: Glenda Flanagan
|
||
|
|
Title: Assistant Secretary
|
|
MRS. GOOCH'S NATURAL FOOD MARKETS, INC.,
a California corporation
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
||
|
|
Name: Glenda Flanagan
|
||
|
|
Title: Assistant Secretary
|
|
WHOLE FOODS MARKET ROCKY
MOUNTAIN/SOUTHWEST, L.P., a Texas limited
partnership
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: WHOLE FOODS MARKET ROCKY
MOUNTAIN/SOUTHWEST I, INC., it's general
partner
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
|
|
|
|
Name: Glenda Flanagan
|
|
|
|
|
Title: Assistant Secretary
|
|
WHOLE FOODS MARKET GROUP, INC., a Delaware
corporation
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
||
|
|
Name: Glenda Flanagan
|
||
|
|
Title: Assistant Secretary
|
|
WFM-WO, Inc., a Delaware corporation
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
||
|
|
Name: Glenda Flanagan
|
||
|
|
Title: Assistant Secretary
|
|
WHOLE FOODS MARKET SERVICES, INC., a Delaware
corporation
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
||
|
|
Name: Glenda Flanagan
|
||
|
|
Title: Assistant Secretary
|
|
WHOLE FOODS MARKET IP, L.P., a Delaware
limited partnership
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: WHOLE FOODS MARKET ROCKY
MOUNTAIN/SOUTHWEST I, INC., it's general
partner
|
||
|
|
By:
|
/s/ Glenda Flanagan
|
|
|
|
|
Name: Glenda Flanagan
|
|
|
|
|
Title: Assistant Secretary
|
|
WFM NORTHERN NEVADA, INC., a Delaware
corporation
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
||
|
|
Name: Glenda Flanagan
|
||
|
|
Title: Assistant Secretary
|
|
WFM SOUTHERN NEVADA, INC., a Delaware
corporation
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Albert Percival
|
||
|
|
Name: Albert Percival
|
||
|
|
Title: Assistant Secretary
|
|
WFM HAWAII, LLC, a Hawaii limited liability
company
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: MRS. GOOCH'S NATURAL FOOD
MARKETS, INC., its sole member
|
||
|
|
By:
|
/s/ Glenda Flanagan
|
|
|
|
|
Name: Glenda Flanagan
|
|
|
|
|
Title: Assistant Secretary
|
|
WFM KANSAS, LLC, a Kansas limited liability company
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: WHOLE FOODS MARKET ROCKY
MOUNTAIN/SOUTHWEST, LP., its sole
member
|
|||
|
|
|
|
|
|
|
|
|
By: WHOLE FOODS MARKET ROCKY
MOUNTAIN
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glenda Flanagan
|
|
|
|
|
|
Name: Glenda Flanagan
|
|
|
|
|
|
Title: Assistant Secretary
|
|
September 25,
2016 |
|
September 27,
2015 |
|
September 28,
2014 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
827
|
|
|
$
|
878
|
|
|
$
|
946
|
|
|
$
|
752
|
|
|
$
|
552
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rent expense
|
477
|
|
|
441
|
|
|
407
|
|
|
353
|
|
|
322
|
|
|||||
|
x 1/3
|
|
|
x 1/3
|
|
|
x 1/3
|
|
|
x 1/3
|
|
|
x 1/3
|
|
|||||
One-third of rent expense
|
159
|
|
|
147
|
|
|
136
|
|
|
125
|
|
|
118
|
|
|||||
Interest expense
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Fixed charges to add to earnings
|
200
|
|
|
147
|
|
|
136
|
|
|
125
|
|
|
122
|
|
|||||
Total available earnings
|
$
|
1,027
|
|
|
$
|
1,025
|
|
|
$
|
1,082
|
|
|
$
|
877
|
|
|
$
|
674
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Capitalized interest
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|||||
Total interest
|
44
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|||||
One-third of rent expense
|
159
|
|
|
147
|
|
|
136
|
|
|
125
|
|
|
118
|
|
|||||
Total fixed charges
|
$
|
203
|
|
|
$
|
147
|
|
|
$
|
136
|
|
|
$
|
126
|
|
|
$
|
125
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
5.06x
|
|
|
6.98x
|
|
|
7.97x
|
|
|
8.18x
|
|
|
7.33x
|
|
Name
|
State or Jurisdiction of Incorporation or Organization
|
Allegro Coffee Company
|
Colorado
|
Bowie Strategic Investments, Inc.
|
Delaware
|
Fresh & Wild Holding Limited
|
England and Wales
|
Fresh & Wild Limited *
|
England and Wales
|
Mrs. Gooch’s Natural Food Markets, Inc. *
|
California
|
Nature’s Heartland, Inc.
|
Massachusetts
|
The Sourdough, A European Bakery, Inc.
|
Texas
|
WFM Beverage Corp.*
|
Texas
|
WFM Beverage Holding Company
|
Texas
|
WFM Cobb Properties Investments, LLC
|
Delaware
|
WFM Gift Card, LLC
|
Virginia
|
WFM Hawaii, LLC*
|
Hawaii
|
WFM Intermediary New England Energy, LLC
|
Delaware
|
WFM IP Investments, Inc.
|
Delaware
|
WFM IP Management, Inc.
|
Delaware
|
WFM Kansas, LLC*
|
Kansas
|
WFM Medical and Wellness Centers, Inc.
|
Delaware
|
WFM Nebraska, LLC
|
Delaware
|
WFM Northern Nevada, Inc.*
|
Delaware
|
WFM Online, Inc.
|
Delaware
|
WFM Private Label, L.P.
|
Delaware
|
WFM Private Label Management, Inc.
|
Delaware
|
WFM Procurement Investments, Inc.
|
Delaware
|
WFM Properties Holdings, Inc.
|
Delaware
|
WFM Purchasing, L.P.
|
Delaware
|
WFM Purchasing Management, Inc.
|
Delaware
|
WFM Southern Nevada, Inc.*
|
Delaware
|
WFM-WO, Inc.
|
Delaware
|
Whole Food Company, Inc.*
|
Louisiana
|
Whole Foods Market – WO, Inc.
|
British Columbia
|
Whole Foods Market California, Inc.*
|
California
|
Whole Foods Market Canada, Inc.
|
Canada
|
Whole Foods Market Distribution, Inc.
|
Delaware
|
Whole Foods Market Group, Inc.*
|
Delaware
|
Whole Foods Market IP, L.P.
|
Delaware
|
Whole Foods Market Pacific Northwest, Inc.*
|
Delaware
|
Whole Foods Market Procurement, Inc.
|
Delaware
|
Whole Foods Market Rocky Mountain/Southwest, L.P.*
|
Texas
|
Whole Foods Market Rocky Mountain/Southwest I, Inc.
|
Delaware
|
Whole Foods Market Services, Inc.
|
Delaware
|
Whole Foods Market Southwest Investments, Inc.
|
Delaware
|
(1)
|
Registration Statement (Form S-3 No. 333-113476) of Whole Foods Market, Inc.,
|
(2)
|
Registration Statement (Form S-3 No. 333-156384) of Whole Foods Market, Inc.,
|
(3)
|
Registration Statement (Form S-3 No. 333-178638) of Whole Foods Market, Inc.,
|
(4)
|
Registration Statement (Form S-4 No. 333-213568) of Whole Foods Market, Inc.,
|
(5)
|
Registration Statement (Form S-8 No. 333-159443) pertaining to the 2009 Stock Incentive Plan, 2007 Team Member Stock Purchase Plan, and Growing Your Future 401(K) Plan of Whole Foods Market, Inc.,
|
(6)
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Registration Statement (Form S-8 No. 333-188973) pertaining to the 2009 Stock Incentive Plan and Growing Your Future 401(K) Plan of Whole Foods Market, Inc., and
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(7)
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Registration Statement (Form S-8 No. 333-211345) pertaining to the 2007 Team Member Stock Purchase Plan and Growing Your Future 401(K) Plan of Whole Foods Market, Inc.;
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1.
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I have reviewed this Annual Report on Form 10-K of Whole Foods Market, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 18, 2016
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/s/ John Mackey
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John Mackey
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Co-Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Whole Foods Market, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 18, 2016
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/s/ Walter Robb
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Walter Robb
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Co-Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Whole Foods Market, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 18, 2016
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/s/ Glenda Flanagan
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Glenda Flanagan
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Executive Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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November 18, 2016
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/s/ John Mackey
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John Mackey
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Co-Chief Executive Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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November 18, 2016
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/s/ Walter Robb
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Walter Robb
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Co-Chief Executive Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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November 18, 2016
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/s/ Glenda Flanagan
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Glenda Flanagan
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Executive Vice President and Chief Financial Officer
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