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EX-99.1 - WHOLE FOODS MARKET INC | v164817_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): November 4,
2009
WHOLE
FOODS MARKET, INC.
(Exact
name of registrant as specified in its charter)
Texas
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0-19797
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74-1989366
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(State
of
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(Commission
File
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(IRS
Employer
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||
incorporation)
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Number)
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Identification
Number)
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550
Bowie St.
Austin,
Texas 78703
(Address
of principal executive offices)
Registrant's
telephone number, including area code:
(512)
477-4455
Check the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4c))
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Item
2.02 Results of Operations and Financial Condition.
On
November 4, 2009, the Company issued a press release announcing its results of
operations for its fourth fiscal quarter ended September 27, 2009. A copy of the
press release is furnished herewith as Exhibit 99.1.
In
addition to reporting financial results in accordance with generally accepted
accounting principles, or GAAP, the Company provides information regarding
Economic Value Added (“EVA”), Earnings before interest, taxes and non-cash
expenses ("EBITANCE"), Earnings before interest, taxes, depreciation and
amortization (“EBITDA”), Adjusted EBITDA and Free Cash Flow in the press release
as additional information about its operating results. These measures
are not in accordance with, or an alternative to, GAAP. The Company’s management
believes that these presentations provide useful information to management,
analysts and investors regarding certain additional financial and business
trends relating to its results of operations and financial condition. In
addition, management uses these measures for reviewing the financial results of
the Company as well as for incentive compensation and capital planning purposes.
Management believes EBITANCE is a useful non-GAAP measure of financial
performance, helping investors more meaningfully evaluate the Company’s cash
flow results by adjusting for certain non-cash expenses. These
expenses include depreciation, amortization, fixed asset impairment charges,
non-cash share-based payments expense, deferred rent, and LIFO charge. Similar
to EBITDA, this measure goes further by including other non-cash expenses,
primarily those which have arisen since the use of EBITDA became common practice
and because of accounting changes due to recent accounting pronouncements.
Management uses EBITANCE as a supplement to cash flows from operations to assess
the cash generated from our business available for capital expenditures and the
servicing of other requirements including working capital. The Company defines
Adjusted EBITDA as EBITDA plus non-cash asset impairment charges. The Company
defines Free Cash Flow as net cash provided by operating activities less capital
expenditures.
The
information contained in this Item 2.02, including Exhibit 99.1 attached hereto,
is being furnished and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. Furthermore, the information
contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
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99.1
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Press
release dated November 4, 2009, regarding fourth fiscal quarter results of
operations.
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2
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
WHOLE
FOODS MARKET, INC.
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Date:
November 4, 2009
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By:
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/s/ Glenda
Chamberlain
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Glenda
Chamberlain
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Executive
Vice President and
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Chief
Financial
Officer
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3