Whole Foods 2014 Annual Report Download - page 52

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The Company intends to utilize earnings in foreign operations for an indefinite period of time, or to repatriate such earnings
only when tax-efficient to do so. If these amounts were distributed to the United States, in the form of dividends or otherwise,
the Company would be subject to additional U.S. income taxes. Determination of the amount of unrecognized deferred income
tax liabilities on these earnings is not practicable because such liability, if any, is dependent on circumstances existing if and
when remittance occurs. The Company’s total gross unrecognized tax benefits are classified in the “Other long-term liabilities”
line item on the Consolidated Balance Sheets and were not material during the last three fiscal years.
The Company and its domestic subsidiaries file income tax returns with federal, state and local tax authorities within the United
States. The Company’s foreign affiliates file income tax returns in Canada and the United Kingdom. The Internal Revenue
Service of the United States completed its examination of the Company’s federal tax returns for fiscal year 2012 during the first
quarter of fiscal year 2014. With limited exceptions, the Company is no longer subject to federal income tax examinations for
fiscal years before 2013 and is no longer subject to state and local income tax examinations for fiscal years before 2008.
(10) Shareholders’ Equity
Common Stock
During fiscal year 2013, the Company’s Board of Directors declared a two-for-one split of the Company’s common stock, which
was effected through a stock dividend distributed on May 29, 2013. All references made to share or per share amounts in the
accompanying consolidated financial statements and applicable disclosures reflect this two-for-one split.
Dividends per Common Share
The following table provides a summary of dividends declared per common share during fiscal years 2014 and 2013 (in millions,
except per share amounts):
Date of declaration Dividend per
common share Date of record Date of payment Total amount
Fiscal year 2014:
November 1, 2013 $ 0.12 January 17, 2014 January 28, 2014 $ 45
February 24, 2014 0.12 April 11, 2014 April 22, 2014 44
June 12, 2014 0.12 July 3, 2014 July 15, 2014 44
September 11, 2014 (1) 0.12 September 26, 2014 October 7, 2014 43
Fiscal year 2013:
November 29, 2012 $ 1.00 December 10, 2012 December 21, 2012 $ 371
November 7, 2012 0.10 January 18, 2013 January 29, 2013 37
March 15, 2013 0.10 April 12, 2013 April 23, 2013 37
June 12, 2013 0.10 July 5, 2013 July 16, 2013 37
September 10, 2013 0.10 September 27, 2013 October 8, 2013 37
(1) Dividend accrued at September 28, 2014
Treasury Stock
During fiscal year 2014, a new share repurchase program was authorized pursuant to the authority of the Company’s Board of
Directors whereby the Company may make up to $1.0 billion in stock purchases of outstanding shares of the common stock of
the Company through August 1, 2016. In connection with the new share repurchase program, the $322 million in remaining
authorization under the Company’s previous share repurchase program was cancelled. The following table outlines the share
repurchase program authorized by the Company’s Board of Directors, and the related repurchase activity as of September 28,
2014 (in millions):
Effective date Expiration date Amount
authorized Cost of repurchases Authorization available
August 1, 2014 August 1, 2016 $ 1,000 $ 100 $ 900
Under the new share repurchase program, purchases can be made from time to time using a variety of methods, which may
include open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general
economic and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-
determined metrics set forth in such plan. The Board’s authorization of the share repurchase program does not obligate the
Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time
at the Company’s discretion.