1. DUE DILIGENCE REPORT
WHOLE FOODS MARKET, INC.
JUNE 2012
AC600 – Financial Management Capstone: The Role of the Chief Financial Officer
Vivienne Staple-Sinclair
Instructor: Julia Woodward

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TABLE OF CONTENTS
Terms of Engagement – cover letter ……………………..………….……………… ii
Executive Summary ……………………………………..………….……………… 1
Corporate Profile …………………………………..…………….……………… 3
Strategy …………………………………………..…………….……………... 3
Management and Culture ……………………………………….…..…………… 4
Industry Analysis ………………………………………………...……………… 4
Competitors ……………………………………………………...………………… 5
Risks ……………………………………………………………...………………… 5
Legal …………………………………………………………..….………………… 6
Financial
Capitalization …………………………………………..….………………… 6
Assets ………………………………………………………………………… 7
Liabilities ………………………………………………………………… 8
Profitability ………………………………………………………………… 9
Treasury ………………………………………………………………… 11
Conclusions ………………………………………………………………………… 12
References …………………………………………………………………………. i
Schedules
Schedule A – Organization Chart ………………………………………… iv
Schedule B – Executive Team ………………………………………… v
Schedule C – Directors’ Compensation Agreements ………………………… vii
Schedule D – List of states in which World Foods currently does business … viii
Schedule E – List of states in which World Foods currently does not do business ix
Schedule F – Key Financial Ratios ………………………………………… x

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Consulting Report
To: Mark Spence
Argyle Capital
From: Vivienne Staple-Sinclair
Good Student Consulting, Inc.
Date: June 21, 2012
Re: Due Diligence – Whole Foods Market, Inc.
Reasonfor Consult
Argyle Capital, a private equity firm, is considering a leveraged buyout of Whole Foods
Market, Inc.
Argyle Capital believes that they can streamline Whole Foods Market, Inc., make it more
efficient and expand its operations. As well, the intention is to reduce some of the stores in heavily
concentrated areas, expand operations in under-saturated markets in the United States and expand the
company’s operations internationally. The group plans on financing the transaction largely by debt
with the intent to service the loan with cash generated by Whole Foods’ operations. To this end, the
company has approached Good Student Consulting, Inc., to undertake a commercial due diligence
exercise on Whole Foods Market, Inc. and report its findings to the company.
We are happy to present our due diligence report on Whole Foods Market, Inc. We
appreciate the opportunity to provide this service to you. Please do not hesitate to call about the
information contained herein as our company will be happy to provide you any additional
information you require.
Best Regards
<<Electronically signed>>
Vivienne Staple-Sinclair
President
Good Students Consulting, Inc.

4. Executive Summary
Whole Foods Market, Inc. (Whole Foods), headquartered in Austin, Texas, is a medium- to
large-sized company operating within the grocery store industry in the service sector. The company
enjoys strong brand awareness as the world’s leading retailer of natural and organic foods and is
America’s first national Certified Organic grocer. The company specializes in the sale of natural
and certified organic foods, including produce, seafood, grocery, meat, poultry, bakery, prepared
foods, catering, beer, wine, cheese; in addition to whole body, floral, pet products and household
products. The company has one operating segment and a single reportable segment, natural and
organic foods supermarkets.
Whole Foods, which was quickly accepted by the community, has experienced rapid growth
since commencing operations in 1978 under the proprietorships of John Mackey and Rene Lawson.
At end of fiscal 2011 the company had 311 stores in operations - 299 stores in the United States and
the District of Columbia, 7 stores in Canada and 5 stores in the United Kingdom. Stores in the
United States are heavily concentrated in the State of California, which has 65 stores. As of May
12, 2012, stores in operations totaled 324. The company owns 12 stores, 2 distribution facilities and
land for a store in development, including the adjacent property. It also owns a building on leased
land, which is leased to third parties, and has one store in development on leased land.
Growth has primarily been through new store openings and acquisitions of other local
natural grocers such as Wild Oats and the Bread of Life. The large size of the company gives it the
ability to realize economies of scale in its supply chain, which in turn has enabled it to post strong
growth in revenues and profitability with sales increasing considerably over the years from
approximately $92.5 million in fiscal year 1991 to approximately $10.1 billion in fiscal year 2011.
Notably, online sales are not heavily promoted within the company. Internet sales are limited to
store location availability and primarily consist of online catering or holiday meal orders.

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The company’s future sales strategy is to continue growth through the opening of new
stores. Sales by geographic areas indicate that there are potentials for new markets in Canada and
the United Kingdom. As well, there remain a number of untapped markets in the United States and
in the international market arena in which the company can commence and/or expand operations
that will enable it to increase its financial performance and competitiveness. Expanding operations
in Canada as well as entering other new markets such as Asia and Australia are attractive
investments, which will pitch the Whole Foods brand name globally, representing huge earning
potential in a diverse market especially given the increasing competition at the retail level in the
domestic United States.
The Industry is expected to do very well, with projected growth of over 16% over the next
five years with average price earnings ratio projected at 17.49. Major competitors are grocery store
retail chains, including Wal-Mart, who have launched their own brands of product to compete and
gain the health-conscious market segment. Additional threats to Whole Foods are customers
shifting their buying preferences to lower-priced super markets, increased inflationary pressure on
food items and uncertainty associated with availability of organic food items in the future.
Whole Foods is an attractive candidate for a leveraged buyout as the company has:
1. Strong liquidity evidenced by good current and quick ratios.
2. Low existing debt loads with high interest coverage.
3. A multi-year history of stable and recurring cash flows.
4. Hard assets that may be used as collateral for lower cost secured debt.
5. The potential for new management to make operational or other improvements to the
company to boost cash flows, such as workforce reductions or elimination.
6. Positive growth in stock price which continues to appreciate in value. Analysts’ outlook
rating is positive.

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Corporate Profile
Whole Food’s operation started in 1978 when John Mackey and Rene Lawson opened a
small store in Austin, Texas. By 1980, the founders partnered with other investors and opened the
original Whole Foods Market. The company began to expand away from Austin to different cities
and eventually different states in 1984. As at fiscal year 2011, the company operates a total of 311
stores (324 at May 2, 2012) spanning 38 different locations throughout the United States and the
District of Colombia, 7 stores in Canada and 5 stores in the United Kingdom.
The company’s mission is to bring health to the community by providing high quality
natural and organic products. They are focused on delivering excellent customer service and giving
back to the community, both locally and globally, specifically through providing ethically sourced
high quality products, providing information to their customers and actively participating in the
local communities where they serve. Whole Foods has been ranked among the most socially
responsible businesses and rates among the top on the U.S. Environmental Protection Agency’s list
of the Top 25 green power partners. As well, the company has consistently been recognized by
FORTUNE Magazine as one of the “100 Best Companies to Work For” in the United States since
the list began in 1998.
Whole Foods is publicly-traded on the NYSE under the WFM symbol and is subject to
extensive reporting requirements under the Securities Exchange Commission.
Strategy
Whole Foods’ growth strategy is focused primarily on new store openings. The company
was conservative in opening new stores during the economic downturn, focusing instead on
controlling capital expenditures. As the economy turns around, they plan to open 17 new stores and
are in the process of establishing business in the states of Idaho, Iowa, Mississippi and New
Hampshire. Schedule D lists the states in which the company currently has operations and Schedule

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E lists the untapped markets. Currently operations are heavily concentrated in California with 65
stores in that State alone.
The company promotes its organic foods by building its customer base and raising
awareness for healthy eating and lifestyles. It has a unique marketing strategy - relying mostly on
word of mouth and social media which has been very successful in the past years with the growth of
Facebook and Twitter.
Management and Culture
Whole Foods has a team of five senior executives who, for the last 10 years, have functioned
as a CEO committee (refer Schedules A and B for organization chart and executive team profiles.
Schedule C lists their compensation). The team collectively makes decisions on strategy, finances
and company matters. The founder, John Mackey, is a strong believer in team work and the
management team’s style of leadership is a natural outgrowth of the company’s culture, which
encourages shared decision making and power of the group mind. This team approach to leadership
and decision making is applied at both the executive and store levels. The decentralized approach
to decision making has helped empowered the company’s team members with most of the decisions
being made at the individual store level.
Industry Overview
Whole Foods operates in the food retailing industry, specifically within the natural and
organic food segment, which is the fastest-growing of the industry according to Standard & Poor’s.
The US retail grocery industry includes about 65,000 supermarkets and other grocery stores with
combined annual revenue of approximately $470 billion (market capitalization of 4.926.2 billion).
The industry is projected to grow by 12.7% by the end of this year (sector’s estimated growth is
25.2%), 11.8% for next year and 16.4% over the next five years (sector’s projected growth for the

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comparable period is 39.20% and 15.02%, respectively)1. Average price earnings ratio is projected
at 17.49 for the industry and 15.09 for the sector.2
Competitors
Major companies in the industry include Wal-Mart, Kroger, Safeway and SUPERVALU as
well as Ahold, the US division of Netherlands-based Royal Ahold. Wal-Mart is the dominant retail
grocer in the USA with grocery sales of approximately $85 billion out of a total sales volume of
$240 billion followed by Kroger (largest USA supermarket chain) with sales of approximately $55
billion. Most grocery stores are struggling to compete with prices offered by superstores such as
Wal-Mart and Costco. Additionally, other competition includes traditional supermarkets, big-box
department stores, specialty food stores, convenience stores, drugstores, dollar-discount stores, and,
to some degree, restaurants. Some of these grocery store retail chains (including Wal-Mart) have
launched product lines of their own brands to compete with Whole Foods and gain the health-
conscious market segment.
Rising food prices combined with the global recession led to price wars between food
retailers. However, Whole Foods outperformed its competitors by executing targeted pricing and
promotional strategies that increased real-time information to operators enabling continual pricing
adjustments.
Risks
Some of the risk factors that can adversely affect the company’s profitability are changes in
economic conditions, consumer spending, increased competition, governmental regulation, adverse
publicity, technological changes, changes in the availability of natural and organic products,
changes in accounting standards and moves to sustainability in terms of carbon management and
1 http://finance.yahoo.com/q/ae?s=WFM+Analyst+Estimates. Updated as of June19, 2011
2 Ibid

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going green.
One of the company’s largest risk is the negative effect should there be any disruption of
significant supplier relationships. Whole Foods is dependent on one of its single largest supplier,
United Natural Foods, Inc., to provide approximately 31% of its non-perishables. Though the
company has extended the arrangement through 2020, the cancellation of this distribution channel
will materially and adversely affect operating results. Finding alternative distribution channels
could prove challenging3.
Legal
As a result of the merger between Whole Foods and Wild Oats Markets, the company has
been named in a class action suit filed in the United States District Court. The plaintiff claims that
the merger violated the Federal Antitrust Law, thus allowing Whole Foods to charge a premium for
their products since competition had been eliminated (Justia4). As of the 2011 Annual Report for
Whole Foods the case was still in the preliminary stages, having been filed on October 27, 2008.
No loss has been accrued related to the outcome of the case5. On January 30, 2012 the Judge denied
the motion for class certification.
Financials
Capitalization
Stockholders’ equity, which continued to increase, totaled $2.99 billion at fiscal 2011 ($2.37
billion in 2010) and was comprised of common stocks ($2.12 billion) and retained earnings ($870.5
million). The company had 425,000 outstanding shares of preferred stock series which it called and
converted into 29.7 million shares of common stock. The resulting liquidation cost to Whole Foods
3 World Foods Market, Inc. 2011 Annual Report. Page 13
4 http://dockets.justia.com/docket/district-of-columbia/dcdce/1:2008cv01832/133706/
5 World Foods Market, Inc. 2011 AnnualReport 2011. Page 16

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amounted to $425 million plus an additional $5.2 million paid in dividends. As well, outstanding
convertible subordinated debentures were redeemed at a cost of $2.7 million. Additionally, the
company’s stock repurchase program expired unrenewed during the first quarter of 2011. The
program had approximately $200 million in remaining authorization. A new $200 million stock
repurchase plan was authorized by the Board of Directors effective through November 1, 2013
during fiscal 2011. This stock repurchase program may be discontinued or suspended at any time
without prior notice. Common stock issued and outstanding at fiscal 2011 was 178.89 million. For
the interim quarter ended April 8, 2012, common stock issued and outstanding totaled 182.9 million
with a market capitalization of $16.23 billion. Shares of common stock that the company had
available for future stock incentive grants was 11.7 million, 12.7 million and 15.4 million at fiscals
2011, 2010 and 2009, respectively.
Given the relatively low levels of debt, the company’s financial risk (debt to equity) is low
at 0.44 with good interest coverage of 34.58 (refer Schedule F) and a beta of 0.686. However, its
stockholders’ value is not being optimized as operations are being financed by higher-cost equity
rather than lower-cost debt through the potential tax deductible benefits. However, the lower levels
of debt gives the company financial flexibility to raise capital on reasonable terms under adverse
conditions.
Assets
At fiscal 2011, Whole Foods reported total assets of $4.29 billion up from $3.99 billion in
2010. The bulk of the company’s assets were classified as property plant and equipment 7, which
accounted for 46.5% ($1.99 billion) of total assets ($1.89 billion or 47.3% in 2010). Cash and
6 http://finance.yahoo.com/q/ks?s=WFM+Key+Statistics
7 Property, plant and equipment represented both owned and leased properties, which are depreciated over their useful lives using the
straight-line method of depreciation. Amortization of leasehold improvements and real estateassets under capital leases are
depreciated over theshorter of theestimated useful lives of the improvement.

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short-term investments ($654.32 million) accounted for 45% of current assets ($1.45 billion) at
fiscal 2011 ($461.73 million or 39.7% in 2010). This amount included $91.9 million of restricted
cash held as collateral to support a portion of the company’s projected workers’ compensation
obligations. Off-balance sheet arrangements consisted primarily of operating leases, which were
fully deductible annually. Interim financial statements for the quarter ended April 8, 2012, reflected
total assets of $4.87 billion with cash and short-term investments and property, plant and equipment
of $1.06 billion and $2.05 billion, respectively.
Asset utilization and liquidity are generally good with most ratios evidencing improving
trends over the fiscal years. Interest coverage improved significantly from 6.5% to 21.7% as the
company reduced its debt obligations. Return on capital invested in the business (3.3%), reflected
little improvement in trend over the three year period and is generally behind those of its peers
implying weaker efficiency in turning over its investment. This weaker performance is attributable
to the company’s growth strategy and the impact of the timing and number of new store openings
before they become fully profitable. Sales to Equity ratio revealed that for each $1 in equity, the
company generated $3.38 in sales, a slight decrease from the $3.79 generated in fiscal 2010. Sales
to Fixed Assets ratio improved marginally by 0.37 from 3.19:1 in 2010 to 3.56:1 at fiscal 2011
while the current and quick ratios computed at 1.65 and 1.19, respectively. Refer Schedule F for
key financial ratios.
Liabilities
Long-term debt at fiscal 2011 totaled $17.44 million in comparison to $508.3 million in
2010. The reduction was largely due to the repayment of $490 million under its five-year term
agreement (refer treasury section). There were no preferred shares outstanding at fiscal 2011 as the
company called its outstanding preferred shares and converted them to shares of common stock

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(refer capitalization section). This contributed to the improvement in the debt to equity ratio (0.68
in 2010 to 0.44 in 2011). Debt to equity ratio for the most recent quarter (April 8, 2012) computed
at 0.56 indicating that the company does not rely heavily on outside financing. With interest
coverage ratio of 34.58 in 2011, World Foods have very strong cash flows with which they could
fulfill their interest liabilities with an abundance of cash remaining. Refer Schedule F for key
financial ratios.
Profitability
World Foods reported net income of $342.6 million for its fiscal year ended September 25,
2011 reflecting a 39.4% increase over net income of $245.8 million reported for the prior period
($146.8 million in 2009). Sales of natural products through retail channels were approximately $65
billion in 2011 representing a market share of 15.55%. Revenues, which are driven by the number
of stores in operations, historically have been largely generated from identical store sales. The sales
mix in fiscal 2011 was 94.6% for identical stores (2010: 93.2%; 2009: 91.4%) reflecting an 8.4%
increase over the prior period. Geographically, sales in the United States continued to drive
revenues, accounting for 96.9% in 2011 (97% in 2010). Under product category, other perishables
consistently generated the most sales at 48.0% in 2011 (47.7% in 2010), with non-perishables
following closely behind at 33.2% in 2011. These are summarized below:
Sales by geographical area 2011 2010
United States 96.9% 97.0%
Canada and United Kingdom 3.1 3.0
Total Sales 100.0% 100.0%
Sales by product 2011 2010
Non-perishables 33.2% 33.5%
Prepared foods and bakery 18.8 18.8
Other perishables 48.0 47.7
Total sales 100.0% 100.0%

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Whole Foods’ average sales and gross profit are characteristically higher in the second and
third fiscal quarters each year with their lowest revenue grossing time period occurring in the fourth
quarter. Drop in sales during the fourth quarter is attributed to seasonally slower sales during the
summer months. As well, the first fiscal quarter also experiences lower average sales and gross
profit as a result of the holiday sales product mix.
In 2011, the company marketed its products to well over 297 million customers at an
average of 8 items and $34 per basket. Purchase per customer, using coupons provided by The
Whole Deal program, doubles to 19 items and $68 per basket. At a minimum estimate of $34 per
basket per customer and at a growing rate of 28 to 32 new stores every year, the company has the
potential to market its products anywhere between 26 to 30 million additional customers in the
coming years (an average of 943,771 customers per store on an annual basis). Total annual
customers that the company could potentially service in the coming years are approximated at well
over 325 million8. Sales volumes for all stores for the past three fiscal years are:
Sales Volumes
2011 2010 2009
Sales $10,107,787 $9,005,794 $8,031,620
Number of stores 311 299 284
Average weekly sales (per store) $636,000 $588,000 $549,000
World Foods’ revenue per employee of $157,442 for its 2011 fiscal year evidenced
improved efficiency in utilizing its employees compared to $154, 473 and $152,983 for 2011 and
2010, respectively. While this 2011 result is ahead of the industry’s average of $2,237, it lags
behind the figures for two of its direct competitors – Kroger and Safeway who had sales per
employee figures of $266,578 and $246,404, respectively, for their 2011 fiscal years. Net income
per employee for the company computed at $5,336 and $4,216 in 2011 and 2010, respectively.
8 World Foods Market, Inc. 2011 Annual Report, pg. 9

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Operating performance ratios are good (refer Schedule F). Interim net income reported at
April 7, 2012 amounted to $117.6 million. Other key profitability ratios for the trailing 12 months
as of April 8, 2012 are9:
Profit margin 3.7%
Operating margin 5.99%
Revenue per share 60.51
Quarterly revenue growth 13.6%
Gross profit $3.54 billion
Diluted earnings per share 2.21
Net income available to common 399.94 million
Book value per share (most recent quarter) 18.89
Treasury
During 2007, World Foods acquired Wild Oats Market by entering into a $700 million, five-
year term loan agreement. The outstanding amounts of this agreement were repaid, $490 million
and $210 million during 2011 and 2010, respectively. At fiscal 2011, the company had outstanding
a $350 million revolving line of credit (extends to August 2012), which is secured by a pledge of
substantially all of the stock in its subsidiaries. Amounts borrowed under this agreement bear
interest at the company’s option of the ABR plus an applicable margin or LIBOR plus an applicable
margin based on the company’s S&P rating. Commitment fees on the undrawn amount, reduced by
outstanding letters of credit, are payable under this agreement. No amounts were drawn under this
agreement at fiscal 2011. The credit agreement contains certain affirmative covenants including
maintenance of certain financial ratios and certain negative covenants including limitations on
additional indebtedness and payments as defined in the agreement. At its fiscal year ended
September 25, 2011, the company was in compliance with all applicable debt covenants.
Whole Foods utilizes derivative financial instruments to hedge its exposure to changes in
interest rates but does not use them for trading and or speculative purposes.
9 http://finance.yahoo.com/q/ks?s=WFM+Key+Statistics

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Conclusion
Whole Foods continues its growth based on the company’s slogan of “Whole Foods, Whole
People, Whole Planet.” The company reputedly offers the highest quality, least processed, naturally
preserved foods and most flavorful foods. The company seems committed to recruiting the best
personnel who are passionate about food and empower them to become well rounded individuals
being cited on the list of 100 best companies to work for. Employees play a critical role in helping
to build the company into a profitable and beneficial part of the communities in which the company
operates. Strong communities’ ties are established through the company’s ongoing support of
organic farming on a global basis, supporting food banks, neighborhood events and donations of
after-tax profits to not-for-profit organization.
Earnings remained strong with its sales of natural products through retail channels
approximating $65 billion in 2011, translating into a market share of 15.55%. The major driving
factors contributing to the desire for natural and organic foods is a 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; increasing consumer concern over the purity and safety of food;
and environmental concerns.
Whole Foods has strong stable and recurring cash flows with low debt exposure resulting in
low financial risk. However, currently the company’s capital structure is not maximized as its
operations are largely financed by higher-cost equity. Analysts’ rating on the company stock price
and growth outlook is positive with continued appreciation in value being predicted.

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Reference
A.C. Gallo. (2012). Retrieved: May 30, 2012, from http://people.forbes.com/profile/a-c-gallo/86483
Bragg, Steven M., The New CFO Financial Leadership Manual, Hoboken, New Jersey, 2011.
Decision Making. (5th Ed.). Hoboken, NJ: John Wiley & Sons, Inc.
Form 10-K for the fiscal year ended September 27, 2009
FORM 10-K. (n.d.). Retrieved from Whole Food Market, Annual Report Pursuant to Section 13 or
15(D) of The Securities Exchange Act of 1934 For the Fiscal Year Ended September 25, 2011.
http://www.wholefoodsmarket.com/company/pdfs/2011_10K.pdf
Form 10-K/. (2003, December 23). Retrieved: May 28, 2012 from
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changes-sarasin-says
http://wholefoodsmarket.com/stores/

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Profile: Mike Clifford. (2012, May 20). Retrieved: May 29, 2012 from http://www.zoominfo.com/
Safeway Inc., 10-K, December 31, 2011
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 26, 2010
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ents_12_13_2011_and_2010

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Schedule A
Organization Chart

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Schedule B
Executive Team Summary
The Whole Foods Market senior management team consists of the following key people:
John Mackey, Co-CEO and Co-Founder
Age 58
In 1978 John co-founded Safer Way Natural Woods. Two years later he opened the
first Whole Foods Market on Lamar Boulevard in Austin. At that time it was one of
the very first supermarket-style natural foods stores. Mackey continues to play an
integral part in the operations of the company and is a huge proponent of the fight to
cure serious health conditions through healthy eating. John is also co-founder of
Conscious Capitalism, a non-profit organization with the mission of liberating the
entrepreneurial spirit for good.
Walter Robb, Co-CEO
Age 58
Robb joined the Whole Foods team in 1991 at which time he was operating the Mill
Valley, CA store until he was appointed President of the Northern Pacific Region in
1993. While in this role he expanded the region from two stores to seventeen. He
was appointed Executive Vice President of Operations in 2000, COO in 2001, Co-
President in 2004, and Co-CEO in 2010 alongside John Mackey. He serves as
Chairman of the Board for the foundation called Whole Kids.

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A.C. Gallo, President and Chief Operating Officer
Age 58
Gallo started his career originally with Bread & Circus, who was acquired by Whole
Foods Market. He swiftly became the Northeast Region’s Vice President and then
moved to President of the region in 1996. He remains President in addition to COO
and oversees six of the Whole Foods’ twelve regions.
Glenda Flanagan, Executive Vice President & Chief Financial Officer
Age 58
Prior to joining Whole Foods, Flanagan held positions at top public accounting firms
as well as having experience as a business consultant. She joined Whole Foods in
1988 as the Chief Financial Officer and has played an integral part in taking Whole
Foods from a company consisting of six stores upon her arrival to over three hundred
today. She serves as a member of the Board of Directors for the Whole Planet
Foundation as well as two public accounting firms.
Jim Sud, Executive Vice President of Growth and Business Development
Age 59
Jim was a founding shareholder of Whole Foods Market and served on the Board of
Directors from its inception until 1997 when he joined senior management as the
Executive Vice President. He oversees all areas related to growth including real
estate, mergers, and acquisitions. He earned his BBA from the University of Texas
in 1975 and currently resides in Austin, Texas.

22. vii | P a g e
Schedule C
Director Compensation Agreements
The compensation for members of the Board of Directors call for the following to be paid to each
member:
Quarterly retainer; $8,415
Attendance to BOD meetings in person; $6,191
Attendance to Committee meetings in person, in conjunction to BOD meeting; $1,134
Attendance to Committee meetings in person, apart from BOD meeting; $4,536
Attendance, by phone, any meeting greater than two hours: $1,512
Attendance, by phone, any meeting between one and two hours; $1,134
Attendance, by phone, any meeting between 15 minutes and one hour; $568
BOD-Audit Committee Chair; quarterly retainer, $3,604
BOD-Compensation Committee Chair; quarterly retainer, $1,890
BOD-Nominating & Governance Committee Chair; quarterly retainer, $1,890
Except for John Mackey and Walter Robb, each member of the BOD also was awarded 35,600
options for FYE 9/26/2010.

23. viii | P a g e
Schedule D
List of states in which World Foods currently does business
Alabama
Arizona
Arkansas
Northern California
Southern California
Colorado
Connecticut
District of Columbia
Florida
Georgia
Hawaii
Illinois
Indiana
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Nebraska
Nevada
New Jersey
New Mexico
New York
North Carolina
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
Tennessee
Texas
Utah
Virginia
Washington
Wisconsin

24. ix | P a g e
Schedule E
List of states in which World Foods currently does not do business
Alaska
Delaware
Idaho
Iowa
Mississippi
Montana
New Hampshire
North Dakota
South Dakota
Vermont
West Virginia,
Wyoming

25. x | P a g e
Schedule F
Key Financial Ratios
Asset Utilization
2011 2010 2009 KR10 SWY11
Breakeven Point:
(Total operating expenses/Average gross margin percentage) $8,535 $7,771 $7,119 N/A N/A
Goodwill to Asset Ratio:
(Unamortizedgoodwill/Total assets) 15.45% 16.69% 17.40% 4.85% 3.12%
Interest Expense to Debt Ratio
(Interest expense/Short-term debt + long-term debt) 21.68% 6.5% 4.99% 5.68% 5.03%
Investment Turnover
Sales/Stockholders’ equity + long-term liabilities 3.36 3.13 3.39 6.51 5.29
Days of Working Capital
Accounts receivable + inventory – accounts payable/Net sales
/365
9.94 9.87 10.26 2.12 -9.0
Sales Per Person
Total sales/Total FTE
Full-Time Equivalents = 48,200 full-time + (13,300/2)
part-time + (2,700/3) seasonal (best estimate) = 55,570.
$181,306
Sales to Equity Ratio
Sales/Total equity 3.38:1 3.79:1 4.93:1
Sales to Fixed Assets Ratio
Sales/Fixed assets 3.56:1 3.19:1 4.23:1
Operating Performance Measurements
2011 2010 2009
Gross Profit Percentage:
(Gross Profit/Sales) 35% 35% 34%
Net Income Percentage:
Net Income/Revenue 3.39% 2.73% 1.82%
Profit Per Person:
(Net Profit/Total Full-Time Equivalents) $147.69 $139.24 $129.32
Cash Flow Return on Assets:
(Net Income + Noncash Expenses – Noncash Expenses/Total
Assets)
18% 15% 26%
Cash to Current LiabilitiesRatio:
(Cash + Short-Term Marketable Securities/Current Liabilities 35% 29% 23%
10 Kroger, 10-K, January 29, 2011
11 Safeway Inc. 10-K, December 31, 2011

26. xi | P a g e
Expense Coverage Days:
(Cash + Short-Term Marketable Securities + Accounts
Receivable/Annual Cash Expenditures 365 24.56 Days 20.27 Days 39.51 Days
Liquidity
2011 2010 2009
Accounts Payable Turnover:
(Total Purchases/Ending Accounts Payable Balance) in days 11.57 12.46 13.28
Current LiabilitiesRatio
(Current liabilities/Total liabilities) 0.68 0.46 0.39
Current Ratio
(Current Assets/Current Liabilities) 1.65 1.55 1.54
Inventory To Sales Ratio
(Sales/Inventory) 30.01 27.84 25.86
Quick Ratio
(Cash + Marketable Securities + Accounts Receivables)/(Current
Liabilities)
1.19 1.05 1.01
Inventory Turnover Ratio
(Cost of goods sold/Inventory) 19.51 18.14 16.99
Capital Structure and Solvency
2011 2010 2009
Debt to Equity Ratio:
(Debt/Equity) 0.435 0.680 1.070
Times Interest Earned Ratio:
(Average Cash Flow/Average Interest
Expense)
34.579 11.185 6.509
Return on Investment
2011 2010 2009
Earnings Per Share:
((Net Income-Dividends on Preferred
Stock)/(Number of outstanding
common shares + common stock
equivalents))
$1.96 $1.45 $0.85
Price Earnings Ratio:
(Average common stock price/Net
income per share)
35.87 25.95 33.84