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Amazon/Competitors/Checking out New York’s online grocery stores and all their trimmings.docx

Checking out New York’s online grocery stores and all their trimmings

Newer services offer smaller order minimums and shorter delivery windows

By Anne Kadet, Wall Street Journal, 20 November 2018

Faster grocery delivery services are battling for business. PHOTO: TIM BOWER

All seems relatively peaceful on the streets of New York these days. But in truth, there is a battle afoot—between online grocery services competing to offer same-day delivery. They’re fighting for space in your pantry. They want to deliver your Thanksgiving turkey.

New York’s busy families have long relied on traditional online grocery delivery services like FreshDirect and Amazon Fresh for big shipments, typically scheduled a day in advance.

But as this market matures, attention has turned to the more spontaneous shopper. The newer services feature smaller order minimums, faster online shopping and shorter delivery windows.

Last week, on a Monday morning, I placed orders with three of the more high-profile competitors in this space—FoodKick, Amazon Prime Now and Jet—to compare them on selection, ease of ordering, price and delivery. I now have enough baby carrots to last me through Christmas.

I tried to order the same set of 20 grocery items from each service—products on my regular shopping list, including Cafe Bustelo, grilled chicken breast strips, a red onion, thinkThin protein bars and a small bottle of dish detergent. When a service offered several choices for the same sort of item, I selected the cheapest option. I timed how long it took me to place the order and how long it took for the order to arrive.

FoodKick, which FreshDirect launched in Brooklyn, Queens and Manhattan in 2016, uses a strategy typical of the genre. While its parent company makes deliveries on company trucks, FoodKick uses third-party couriers. It offers deliveries within the hour for $5.99 or within a chosen one-hour window for $3.99.

FoodKick is the most fun of the three, suggesting bread, cheese and butter pairings for the ultimate grilled cheese sandwich, for example. Its “Trending Now” chart, meanwhile, details what’s currently popular with customers (last week: ground bison and salty caramel Raw Bliss Balls).

The selection is more pared down. While FreshDirect offers 24 kinds of lettuce, for example, FoodKick offers 10. This made ordering simple and straightforward. In fact, my FoodKick order was the only one on which I didn’t make a goofy mistake. It is the best option if you’re drunk, in a hurry or just too tired to think.

On the downside, FoodKick offered just 13 of the 20 items on my shopping list. And it is expensive. A pound of cashews cost $11.49, for example, compared with $7.99 on Amazon Prime Now. On average, items on my shopping list cost about 25% more on FoodKick than on Amazon or Jet.

FoodKick says its average prices can be higher because it focuses on high-quality products and premium brands. Amazon and Jet both say they offer customers a choice, including premium options.

I was pleased with my FoodKick delivery. Upon placing my order at 9:18 a.m., I chose the earliest available one-hour slot, between 11:30 a.m. and 12:30 p.m. My order arrived at 11:53 a.m. with no errors.

Amazon Prime Now launched in Manhattan in 2014, offering one-hour delivery of essential groceries such as milk and eggs along with convenience items like razors. This summer, it added delivery from Whole Foods Market. It is available throughout New York City.

The service offers free delivery within a two-hour window for orders over $35. Delivery within a chosen one-hour window costs $4.99; delivery within the hour costs $7.99.

I was impressed to find Amazon Prime Now offered 19 of the 20 items on my list, typically at prices lower than my local Key Food supermarket.

Amazon Prime Now offers one-hour delivery and is available throughout New York City. PHOTO:MARK LENNIHAN/ASSOCIATED PRESS

When I tried to complete the purchase, however, I realized I had unwittingly created two separate orders—one from a nearby Whole Foods and one from the local Amazon Prime Now hub. To receive all my items, I’d have to arrange two deliveries.

An Amazon spokeswoman advised using the site’s “Shop by Store” option, which filters the selection and avoids creating separate orders.

Upon placing my order at 8:50 a.m., I chose the next available two-hour slot, between 10 a.m. and noon. My delivery arrived at 10:53 a.m. and was faultless—aside from a chocolate protein bar substituted for the out-of-stock peanut butter variety.

I got frustrated with Walmart -owned Jet, which relaunched in September with a new “City Grocery” service offering same-day delivery.

While it offered 16 of the 20 items on my shopping list—at prices similar to Amazon’s—the unwieldy site, with its broad selection, had me spending 25 minutes to create my order compared with 17 minutes on FoodKick and 14 on Amazon. The confusing interface also had me ordering a case of seltzer when I meant to buy a single bottle.

The company says it aims to be a one-stop shopping experience that delivers food as well as general merchandise and holiday gifts that resonate with New Yorkers.

I got several error messages before my Jet order went through, and found the earliest delivery available was a three-hour window in the evening. I wouldn’t be home, so I had to schedule one for the next morning.

Jet says it currently ships from fulfillment centers in the greater New York City area but will soon be delivering from a new center in the Bronx and will consider shortening delivery windows and expanding cutoff times for same-day delivery.

The upside: when my Jet order arrived at 9:33 a.m. the next morning, it included everything I ordered, including that whole case of seltzer.

Water and baby carrots! Let the festivities begin.

Amazon/Grocery/2018/Online grocery sales to reach $100 billion in 2025_ Amazon is current and future leader.docx

Online grocery sales to reach $100 billion in 2025; Amazon is current and future leader

Pamela N. Danziger, Forbes, 18 January 2018

(TOMMASO BODDI/AFP/Getty Images)

Online grocery sales are predicted to capture 20% of total grocery retail by 2025 to reach $100 billion in consumer sales, according to study by the Food Marketing Institute conducted by Nielsen. While estimates of online grocery’s share of the total $641b U.S. grocery market vary, from 2% to 4.3% according FMI-Nielsen, it is the next major retail sector to be disrupted by ecommerce.

Not unexpectedly, Amazon is leading the charge. Today, Amazon’s share of the online grocery market stands at 18%, according to a new study One Click Retail, which compiles data for the world’s ecommerce marketplaces. With an estimated $2 billion in food and beverage sales, Amazon stands head and shoulders above its closest competitor, Walmart, with roughly half of Amazon’s market share.

While consumers have been slower to adopt online shopping in grocery due to entrenched shopping habits for this most frequently purchased category and preference to personally examine and pick fresh meat and produce, online purveyors have helped consumers learn to like online grocery shopping and delivery by leading with packaged foods.

Amazon’s most popular grocery category is beverages, followed by No. 2 coffee, No. 3 snack foods, No. 4 breakfast foods and No. 5 candy. Starting with these non-perishables consumers get the feel for online ordering and delivery and gain confidence to include dairy, meat, frozen foods and fruits and vegetables in their next order.

For Amazon’s loyal shoppers, its Prime Members, estimated to number 80-90 million, though the company doesn’t release those numbers, it offers Prime Pantry, a place to order everyday household basics, packaged foods and grocery items. Prime Pantry also features weekly deals and coupons just like the local grocery store.

Amazon’s acquisition of Whole Foods, a brand renowned for quality in meat, fruit and vegetables and other perishables, is also helping propel Amazon’s grocery strategies further with an assist from Whole Food’s 365 Everyday Value private label packaged goods brand, as well as Amazon’s own Happy Belly coffee and spices, Mama Bear baby foods, and Wickedly Prime snack foods.

In just four months since the acquisition, Whole Foods' 365 Everyday Value brand jumped to being Amazon’s second best-selling private-label brand after AmazonBasics, according to One Click Retail.

Consumers are growing more comfortable ordering groceries online

Increasingly consumers are gaining confidence in buying their groceries online. A July 2017 Gallup Poll found about 20% of consumers had purchased groceries online in the past, with 9% reporting purchasing them once a month or more frequently. On a global basis PwC Global found roughly the same level of penetration in consumers adopting online shopping for groceries but with ordering fresh produce online remaining the biggest hurdle. According to Nielsen, only about 9% of North American consumers have made that leap.

But Amazon has a strategy for that: AmazonFresh. It’s a same-day delivery service currently available in Seattle, Northern California, Southern California, New York, and Philadelphia areas, but with many more metropolitan areas planned in the near future.

Amazon’s efforts to grow its grocery business are paying off, according to a recent survey among Amazon customers by Feedvisor. In that survey of 1,500 Amazon customers, nearly one-fourth said they are more likely to purchase groceries from Amazon now that Whole Foods is part of the Amazon family of brands, with nearly 40% saying they will now consider such purchases from Amazon.

“As more customers become familiar with purchasing groceries online,” says Claudia Hoeffner, vice president, global marketing at Feedvisor, “we expect Amazon’s grocery offerings to take it even further.”

With Amazon’s early lead in online grocery and its momentum growing thanks to the Whole Foods acquisition, Prime Pantry, Prime Fresh and its already loyal legions of Prime customers, Amazon is already way out in front in the online grocery battle. And its distance ahead of its followers is only going to grow in the future.

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Amazon/Grocery/2018/Amazon’s cashierless ‘Go’ convenience store set to open.docx

Amazon’s cashierless ‘Go’ convenience store set to open

Online retailer says, after yearlong delay, it finally has trained its in-store algorithms

By Laura Stevens, Wall Street Journal, 21 January 2018

Pedestrians walked past an Amazon Go store in Seattle in April 2017. The cashierless convenience store, which had been open only to employees for testing purposes, is scheduled to open to the public on Monday after a yearlong delay. PHOTO: ELAINE THOMPSON/ASSOCIATED PRESS

Nearly a year after it was promised, Amazon.com Inc.’s AMZN 0.21% cashierless convenience store is slated to open to the public on Monday.

The new Amazon Go store, located in the base of Amazon’s main headquarters in Seattle, uses computer vision and machine-learning algorithms to track shoppers and charge them for what they select, thereby eliminating checkout counters.

In an interview last week, Dilip Kumar, vice president of technology for Amazon Go and Amazon Books, said testing with employees has trained the technology to work in the store, an experiment that is part of the company’s broader effort to reinvent how consumers shop.

Mr. Kumar declined to say whether Amazon will expand the Go concept, although he said the company has developed the technology to scale.

Amazon unveiled its first small-format grocery store, Amazon Go, on Monday. It’s one of at least three formats of brick-and-mortar food stores the online retail giant is exploring. Photo: Amazon.com Inc. (Originally published Dec. 5, 2016)

Amazon announced the new Go store with fanfare in December 2016, and said it would open to the public in early 2017. The opening was delayed, however, as the technology proved more difficult to master than expected, with glitches occurring when too many people were in the store or were moving too quickly, The Wall Street Journal reported in March 2017.

Amazon didn’t explain the delay at the time. According to Mr. Kumar, while the store was originally expected to quickly open to the public to gain extra traffic needed for testing, the company decided it had enough employees to teach the system instead.

That training helped Amazon Go’s technology better identify objects and follow the different speeds and patterns of shoppers, tasks Mr. Kumar described as particularly challenging in a crowd.

Some people “move in very unpredictable ways,” Mr. Kumar said. “You’re always bending down, you’re examining items, you’re picking things up.”

The Go experiment shows how Amazon is trying to transform shopping in physical stores after decades of pioneering retail online. Since 2015, the company also has added more than a dozen Amazon Books stores, which encourage customers to pull out their phones to scan covers for prices.

In August, Amazon completed a $13.5 billion deal to buy grocery chain Whole Foods, adding 470 brick-and-mortar stores to its portfolio overnight.

Amazon Go’s technology uses cameras throughout the store to track shoppers once they are inside, though it doesn’t use facial recognition, Mr. Kumar said. A customer entering the store scans his or her phone and then becomes represented internally as a 3-D object to the system. Cameras also are pointed at the shelves to determine interactions with goods.

Among the challenges for the technology was telling the difference between similar looking products—say containers of vanilla and regular yogurt. Adding to the complexity, when customers pick up products, they usually cover the distinguishing aspects of the label with their hands.

Shoppers browse the items at the Amazon Go store in Seattle during its employee-only testing phase. The store uses computer vision and machine-learning algorithms to track shoppers.

Shoppers browse the items at the Amazon Go store in Seattle during its employee-only testing phase. The store uses computer vision and machine-learning algorithms to track shoppers. PHOTO: ELAINE THOMPSON/ASSOCIATED PRESS

Some store associates are still needed. For example, customers purchasing alcohol must show identification.

Former Amazon executives say it likely would be difficult to scale the system to track people in a bigger store, and that it could take years to make it work in a larger store footprint. Still, they say it may make sense one day for Amazon to try to implement the technology more widely—either via additional Go stores or even in Whole Foods.

Mr. Kumar said there are currently no plans to introduce the technology in Whole Foods. He added, however, that every project should be expandable.

“We have this unwritten rule that whatever it is you’re building, you have to be able to scale it so that it covers significantly amount of more load than what you would normally ever expect,” Mr. Kumar said.

Amazon/Operations/Amazon targets unprofitable items, with a sharper focus on the bottom line.docx

Amazon targets unprofitable items, with a sharper focus on the bottom line

Online giant pushes for changes in product packaging, quantities to improve earnings

By Laura Stevens, Sharon Terlep and Annie Gasparro, Wall Street Journal, 16 December 2018

Inside the Amazon Fulfillment Center in Fall River, Mass. PHOTO: ADAM GLANZMAN FOR THE WALL STREET JOURNAL

Amazon.com Inc. AMZN 0.21% has trained people to buy everything from major appliances to daily staples online. Now it is having second thoughts about some of those sales because they don’t make money—and is pushing big brands to change how they use its site.

Inside Amazon, the items are known as CRaP, short for “Can’t Realize a Profit.” Think bottled beverages or snack foods. The products tend to be priced at $15 or less, are sold directly by Amazon, and are heavy or bulky and therefore costly to ship—characteristics that make for thin or nonexistent margins.

Now, as Amazon focuses more on its bottom line in addition to its rapid growth, it is increasingly taking aim at CRaP products, according to major brand executives and people familiar with the company’s thinking. In recent months, it has been eliminating unprofitable items and pressing manufacturers to change their packaging to better sell online, according to brands that sell on Amazon and consultants who work with them.

One example: bottled water from Coca-Cola Co.Amazon used to have a $6.99 six-pack of Smartwater as the default order on some of its Dash buttons, a small device that allows for automatic reordering with a single press. But in August, after working with Coca-Cola to change how it ships and sells the water, Amazon notified Dash customers it was changing that default item to a 24-pack for $37.20.

That raised the price per bottle to $1.55 from $1.17. And Coca-Cola will start shipping those orders directly to consumers, sparing Amazon the expense of shipping from its warehouses. Manufacturers shipping from their warehouses is something Amazon has asked more brands to do to cut its own costs.

Amazon told Coca-Cola that it was losing money on the smaller, cheaper shipments, according to people familiar with the matter.

Coca-Cola responds that it works with partners to learn together and constantly evolves its offerings.

Moves like that can increase costs for brands. Amazon can get away with it because manufacturers of food and household products are hooked on the online retailer’s size—it accounts for a majority of total e-commerce revenue growth—say consultants who work with brands on their online strategy.

For big consumer brands, not being on Amazon “is not an option anymore,” said Guru Hariharan, chief executive of Boomerang Commerce, which makes e-commerce software. “They have the power; they have the shoppers.”

Amazon also has greater leeway to curb CRaP items because of the rise of independent sellers on its site. They have added hundreds of millions of items, helping ensure that Amazon’s virtual shelves are stocked with the variety shoppers expect. And those sales tend to be more profitable for Amazon, which typically collects a 15% cut plus fees for warehousing.

Chief Financial Officer Brian Olsavsky said earlier this year that eliminating CRaP items is “something that we do and work with our vendors on all the time,” adding that it hasn’t caused a change in profitability for the company in 2018.

Amazon, like other retailers, has made changes to inventory when an item isn’t selling well and is unprofitable. It also has moved some products-—such as its smaller package of Smartwater—into its Prime Pantry category, in which consumers fill up a box with items to reduce the cost of shipping.

Amazon is trying to boost profitability in its core retail business after years of focusing on growth, according to the people. The company’s profit has risen sharply in the past couple of years, helping its stock price soar, although its market value has fallen again recently. But most of that profitability has stemmed from its growing cloud business and advertising unit.

Brand executives privately say Amazon’s push for profitability can be a double-edged sword. Amazon has pressured them to lower prices and change packaging, both of which can be costly. And eliminating or changing what they sell on Amazon can hurt sales.

Some executives, however, say it can help both companies.

A worker gathers products for a shipment at an Amazon fulfillment center in Italy.

A worker gathers products for a shipment at an Amazon fulfillment center in Italy. PHOTO:GIULIO NAPOLITANO/BLOOMBERG NEWS

Seventh Generation, a Unilever PLC unit that makes plant-based household products, has altered its Amazon selling strategy in recent months after talking with Amazon about improving the profitability of products for sale on the platform, said CEO Joey Bergstein.

Mr. Bergstein said his company has developed new product formats that are more profitable to sell online—on Amazon or elsewhere. Amazon is “really clear that they have a profitability threshold,” he said. “We’ve been clear about saying, ‘Let’s make sure what we’re selling is profitable, and we’re not just lining Amazon’s pockets.’”

That has meant selling smaller, lighter laundry products like detergent pods and skipping cheaper paper towels. Instead of promoting a three-pack of dish soap, Seventh Generation recently started advertising a 6-pack for $17.70, and it created a larger, 504-count package of baby wipes for $19.91 for sale on Amazon and elsewhere.

Mars Wrigley Confectionery and Kellogg Co. executives said they have seen an uptick in products Amazon has dubbed unprofitable over the past year, although they wouldn’t say which items. But they are taking steps to change. Mars, for example, has seen better success on Amazon in selling bigger bags of Life Savers or Dove Promises, a spokeswoman said, and it has better figured out how to offer products online that shoppers want for different occasions.

Campbell Soup Co. , which like Coca-Cola ships some products directly to consumers who buy online, is revamping packaging for Amazon for items such as Campbell’s Chunky Soup and Pepperidge Farm Goldfish crackers, which are typically cheap at the store but relatively heavy to ship.

Campbell now uses predictive technology to monitor pricing dynamics so that it can adjust sizes, change the variety or redesign packaging to ensure the products will be profitable enough to stay on Amazon.

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Amazon/Operations/Amazon expands into ocean freight.docx

Amazon expands into ocean freight

Move marks online retail giant’s latest step in effort to build out its delivery business

By Laura Stevens, Wall Street Journal, 25 January 2017

Freighters and cargo containers in Long Beach, Calif. Amazon has helped ship at least 150 containers of goods from China since October.PHOTO: REUTERS

Amazon.com Inc. AMZN -0.37% is taking to the high seas.

The online retail giant has begun handling shipment of goods by ocean to its U.S. warehouses from Chinese merchants selling on its site—taking on a role it previously left to global freight-transportation companies.

The move marks Amazon’s latest step in a multiyear effort to build out its delivery business. The company doesn’t own or operate ships, but is openly acting as a global freight forwarder and third-party logistics provider, categories of companies that book space on ocean vessels and truck goods between ports and warehouses.

Amazon has helped ship at least 150 containers of goods from China since October, according to shipping documents collected at ports of entry that were compiled by Ocean Audit, a company specializing in ocean-freight refund recovery for shippers.

This month, Amazon started posting rates for new services such as sorting, labeling, and trucking shipments that traditionally are handled by global freight companies. The services and rates were posted under the name of its Chinese subsidiary, Beijing Century Joyo Courier Service Co., with Distribution-Publications Inc., a widely used platform for such information.

Amazon declined to comment.

Amazon previously had registered itself with a federal agency overseeing ocean transportation, a step toward allowing it to serve as an intermediary for suppliers shipping merchandise in or out of the U.S.

“Amazon has integrated all those services into one basket,” said Steve Ferreira, chief executive of Ocean Audit. Building this type of shipping product offers “a lot of strategic value,” Mr. Ferreira added.

Its new steps to press ahead with ocean-shipping operations move Amazon into direct competition for business that previously was handled by companies including United Parcel Service Inc. and FedEx Corp. It brings Amazon a step further in laying the groundwork for its own plans, outlined in a September story in The Wall Street Journal, to one day haul and deliver packages and cargo for others as well as itself.

Amazon also plans to lease 40 cargo jets and bought branded semi trailers. The company has said that it needs to build out its delivery business to ensure the ability to deliver the growing amount of merchandise its customers order.

The move into ocean freight “is a great example of how Amazon’s expanding its logistical footprint, as well as getting deeper into customers’ supply chains,” said John Haber, chief executive of supply-chain consultancy Spend Management Experts. “This is just another cog in the supply chain that they’re putting under their control, as well as creating new revenue streams.”

According to the documents discovered by Ocean Audit, bills of lading dating back to October list Amazon Logistics as a named party, signaling it has entered into an agreement with another party to provide ocean-freight services. The parties shipping with Amazon primarily appear to be Chinese sellers on its website that use its “Fulfillment by Amazon” service, which allows merchants to store items at Amazon’s warehouses that Amazon then packs and ships when they are sold.

“They’ve made it so easy for these small, medium Chinese suppliers to make it into the supply chain,” adds Mr. Ferreira. Meanwhile, “Amazon is slowly building up a lot of volume.”

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Amazon/Publishing/‘They own the system’_ Amazon rewrites book industry by marching into publishing.docx

‘They own the system’: Amazon rewrites book industry by marching into publishing

The retail giant, the world’s largest public company, commands an unrivaled customer base for the books, e-books and audiobooks it publishes

By Jeffrey A. Trachtenberg, Wall Street Journal, 16 January 2019

Amazon.com Inc., AMZN 0.18% which over more than two decades made itself the world’s largest book retailer, has created an unrivaled display window that can catapult titles from obscurity to must-reads.

More recently it has built something else: Its own line of published books.

When veteran book author Mark Sullivan tried to sell a World War II saga in 2015, eight New York book publishers rejected it. Then Amazon’s publishing arm scooped up “Beneath a Scarlet Sky” for an advance in the low five figures.

The novel was released in 2017 and featured on Amazon First Reads. The online promotion also is emailed each month to more than 7 million U.S. subscribers and exclusively showcases titles from Amazon Publishing.

“Wham, we get 300,000 downloads,” said Mr. Sullivan, whose title has sold more than 1.5 million print books, e-books and audio books. It was ranked No. 56 on USA Today’s top 100 best-seller list for all of 2018.

The Seattle-based giant houses 15 imprints in the U.S. under the Amazon Publishing banner, turning out everything from thrillers to romance novels to books translated from other languages. Amazon published 1,231 titles in the U.S. in 2017, up from 373 in 2009, the year it entered the $16 billion-a-year consumer book publishing business.

To promote these works, it has tools other publishers can only dream about owning, including Amazon First Reads and Kindle Unlimited, Amazon’s e-book subscription service. Together, they reach an estimated 10 million or more customers who can read offered titles with a few keystrokes.

“They aren’t gaming the system,” literary agent Rick Pascocello said. “They own the system.”

The promotional levers that Amazon has built to lure consumers can boost the opportunities of little-known writers and recharge the careers of experienced authors such as Mr. Sullivan. Amazon Publishing, the company’s book-publishing unit, together with its self-published authors, has made it a fierce competitor in lucrative genres including romance.

To some in the industry, it is an inherently conflicted structure, in which the most powerful retailer has a competing incentive to favor books it publishes and those from authors using its self-publishing technology.

On Wednesday, 16 of the top 20 books on Amazon’s romance best-seller list were titles from its book-publishing arm or were self-published on Amazon’s platform.

Amazon said its marketing and retail programs don’t give its books an unfair advantage, and that it offers all publishers a chance to use them.

“Our focus is on making sure that our customers get great content,” said Jeff Belle, vice president of Amazon Publishing. “The feedback from authors, customers and agents has all been positive.”

Amazon commands some 72% of adult new book sales online, and 49% of all new book sales by units, according to book-industry research firm Codex Group LLC.

Tensions over Amazon’s role as a retailer and a producer of goods extend to other parts of its business. As the company develops more of its own private-label goods and aggressively promotes them, it faces complaints from competing merchants and brands that sell on its site.

“Amazon’s private label products are approximately 1% of our total sales,” the company said in a statement.

The tech giant, which got its start as an online bookseller in Jeff Bezos’ garage in 1994 to become the world’s largest public company, is estimated to have more than 550 million retail items of all kinds on its website, as well as data from billions of customer transactions. Amazon’s digital advertising business is the third largest, after Google and Facebook .

For authors, the company offers a huge potential audience, especially given the decline in large bricks-and-mortar bookstores. Amazon has more than 100 million Amazon Prime members world-wide, and its U.S. subscribers can pick one title from Amazon First Reads free each month. Non-Prime members pay $1.99.

The selections for January’s Amazon First Reads.

The selections for January’s Amazon First Reads.PHOTO: COURTESY OF AMAZON.COM INC.

On Jan. 2, Amazon First Reads sent an email to members about six new titles from Amazon Publishing. By early evening, those books were the top six on Amazon’s Kindle store e-book best-seller list.

The power extends to Amazon’s $9.99-a-month Kindle Unlimited e-book subscription service. The service enables subscribers to select as many as 10 e-books at a time. It had an estimated 4.6 million paid subscribers in June 2018, according to Codex. Amazon Publishing titles and Amazon’s self-published books get prominent display, industry executives said.

Kindle Unlimited gives authors a better shot at making many of Amazon’s e-book best-seller lists, which counts every title chosen by subscribers as a sale. The subscription service is open to rival book publishers.

This month, CBS Corp.’s Simon & Schuster publishing unit put approximately 80 titles on Kindle Unlimited. The publisher wants to see if the program can generate new readers for some of its established authors.

All six January Amazon First Reads selections reached the top of the Kindle e-books best-seller list on the same day they were emailed to subscribers. PHOTO: COURTESY OF AMAZON.COM INC.

Amazon declined to reveal the royalty rates it pays publishers for books in Kindle Unlimited. Major publishers typically generate $7.00 in revenue from a 300-page e-book priced at $10 and sold through a typical retail website.

Romantic interest

The scale of Amazon Publishing isn’t readily apparent because many rival booksellers decline to carry Amazon Publishing titles on their shelves.

“They get enough support on their own,” said Lori Fazio, chief operating officer of R.J. Julia Booksellers in Madison, Conn., which doesn’t stock them.

Amazon operates 18 Amazon Books retail stores, including two in Manhattan.

One of the Amazon stores in Manhattan that sells its books. PHOTO: RICHARD B. LEVINE/ZUMA PRESS

Industry trackers say Amazon is shrinking publishing revenue in adult fiction by releasing so many low-price books from Amazon imprints and its self-published authors. Publisher revenue from adult fiction fell 16% to $4.4 billion in 2017 from 2013, the Association of American Publishers said.

“My suspicion is the cumulative impact of Amazon’s highly integrated retail and content programs is cannibalizing traditional publisher fiction sales.” said Peter Hildick-Smith, chief executive of Codex Group, the research firm.

Mr. Hildick-Smith said the decline in revenue for fiction issued by traditional publishers coincided with the Kindle e-book store’s growing share of the overall adult book market—up 43% between 2013 and 2017—to a bit more than a quarter of the total market. E-books skew heavily to fiction, and much of that increase comes from books self-published on Amazon.

Publishers that specialize in genre fiction, especially romance—a fount of publishing profits—are feeling the biggest impact.

Steven Zacharius, chief executive of Kensington Publishing, said he has reduced the number of romance titles he publishes because of the large number of competing romance titles from Amazon Publishing, as well a boom in low-price, self-published titles. “It’s affected all romance publishers,” he said.

In 2017, Harlequin, a division of HarperCollins Publishers, closed five romance lines, saying it was responding to “changes in retail landscape and readership preferences.” HarperCollins Publishers, which paid $414 million to acquire Harlequin in 2014, is a unit of The Wall Street Journal’s parent company, News Corp.

HarperCollins Publishers Chief Executive Officer Brian Murray described Amazon as a direct competitor and an “incredibly efficient distributor.”

Independent romance publisher Entangled Publishing LLC offers a small number of erotic titles on Kindle Unlimited. For many titles, the small publishing house uses the distribution arm of a larger publisher to get its books into retail stores, a distributor that doesn’t participate in Kindle Unlimited.

As a result, most Entangled books aren’t likely to reach Amazon’s list of best-selling romance titles, which favors Kindle Unlimited titles. While Amazon has opened a lot of doors for authors and publishers, said Liz Pelletier, Entangled’s chief executive, the extra boost given to Kindle Unlimited titles makes Amazon’s best-seller list less applicable for publishers that don’t participate

That matters because the list of Amazon’s top 100 best-selling books plays a critical role publicizing new titles, she said, which translates into sales.

“The limited visibility means readers are more likely to miss out on some great books from small publishers,” she said.

By the word

Self-published authors who join Amazon’s Kindle Select program give exclusive sales rights to Amazon for 90 days in exchange for special promotions. The deal gives Amazon a percentage of every sale, and buried among the titles could be an unexpected blockbuster.

For self-published authors, Kindle Select offers greater exposure at the risk of lower returns.

Under the arrangement, these titles are enrolled in Kindle Unlimited, which pays authors based on how many pages of an e-book are read. The payouts are usually around $0.004 to $0.005 a page. Authors would receive $1.20 to $1.50 on 300-page e-book priced at $10, less if readers don’t finish.

A variety of Amazon Kindles are displayed on a building at Amazon’s Seattle headquarters. PHOTO: GRANT HINDSLEY FOR THE WALL STREET JOURNAL

Romance writer Lisa Renee Jones pulled her titles out of Kindle Unlimited in 2018 after her income fell by about one-third over a few months.

“I jumped on the bandwagon, but I later regretted it because it devalued me as an author,” said Ms. Jones, whose books have been published by St. Martin’s Press’s Griffin imprint and others.

An Amazon spokesman said thousands of self-published authors in 2018 “earned more than $50,000, with more than a thousand surpassing $100,000 in royalties.” The spokesman declined to say how many self-published books using Amazon technology were published last year. “Hundreds of thousands of authors have self-published millions of book since 2007,” he said.

Some have hit it big. Laurie Ann Starkey, a certified public accountant, quit her job in 2014 to become a full-time writer. She now owns a small independent press and employs 10 people as editors, managers and social-media staff. She generated $1.15 million last year in gross revenue, she said, mostly from her own books. About 89% of her sales were from Kindle Unlimited.

Author Mark Sullivan at work this month in Bozeman. His next book is scheduled for release in 2021. PHOTO: RYAN DORGAN FOR THE WALL STREET JOURNAL

Romance writer Inglath Cooper’s self-published novel, “Down a Country Road,” was ranked No. 52 on Amazon’s digital romance list on Jan. 15. She said Amazon has changed publishing, much like Netflix changed the movie and TV business, by making a large inventory of books immediately available to readers.

“Rather than resent the changes,” Ms. Cooper said, “I prefer to choose the opportunities available.”

Amazon Publishing helped resurrect the career of Mr. Sullivan, whose World War II novel found little traction among New York publishers. Previously, he had written more than a dozen novels, including with author James Patterson.

“My son urged me to try Amazon,” he said.

In March 2017, the influential trade publication Publishers Weekly reviewed “Beneath a Scarlet Sky,” saying Mr. Sullivan “lays on history with a trowel in this overstuffed tale of derring-do set in Italy during WWII.”

Amazon told Mr. Sullivan not to worry. “It was such a compulsive read that I knew it had the potential to be a big book,” said Danielle Marshall, editorial director of Lake Union Publishing, the Amazon Publishing imprint.

Danielle Marshall, editorial director of Amazon's Lake Union Publishing, holds a copy of Mark Sullivan’s latest novel at an Amazon office in Seattle. PHOTO: GRANT HINDSLEY FOR THE WALL STREET JOURNAL

After a month, Mr. Sullivan’s novel had nearly 1,300 customer reviews and an average rating of 4.86 stars in the U.S. “Die-hard readers love to tell others what to read,” he said.

The book, which was initially released in e-book, audiobook and in paperback, soon shot to No. 1 on Amazon. Editions are rolling out in 33 foreign languages. Mr. Sullivan also has sold the film and TV rights.

Mr. Sullivan said he has earned “in the seven figures.” Rather than put his next novel up for auction, he struck a deal with Amazon’s Lake Union Publishing, which is expected to publish it in 2021.

—Laura Stevens contributed to this article.

Amazon/Competitors/Walmart to enter New York City—not with a store, but an ecommerce center.docx

Walmart to enter New York City—not with a store, but an ecommerce center

Jet.com, an online startup bought by Walmart, will open a warehouse in the Bronx to expand its fast grocery delivery services

A delivery man rides his bike in the rain to deliver food in New York in November 2014. Jet.com, an online startup bought by Walmart Inc. two years ago, plans to expand into faster grocery delivery services in New York. PHOTO: JEWEL SAMAD/AGENCE FRANCE-PRESSE/GETTY IMAGES

By Sarah Nassauer, Wall Street Journal, 10 July 2018

Walmart Inc. WMT -0.21% plans to open a location in New York City after more than a decade of attempts, but it won’t be a Walmart store.

Instead, the retail behemoth’s foray into the Big Apple will be an ecommerce fulfillment center in the Bronx leased by Jet.com, the online startup Walmart bought two years ago.

Jet.com plans to open the center this fall to help it expand into faster same- and next-day grocery deliveries in New York City, executives said.

“This is another building block that is part of Jet’s strategy focused on urban centers,” Simon Belsham, president of Jet.com, said in an interview Monday.

Since Walmart purchased the Hoboken, N.J., startup and placed its founder Marc Lore at the head of its U.S. ecommerce business, Jet has narrowed its focus to wealthier, urban customers, often in areas where Walmart has few or no stores.

In New York, Jet will enter a crowded market for fast grocery delivery—including from Amazon.com Inc., which offers one- and two-hour delivery of some food and general merchandise through its Prime Now service. It also owns Whole Foods, which has stores in the city.

FreshDirect began delivering groceries in New York more than a decade ago, but the internet grocer added a service in 2016 that offers faster, same-day food delivery.

Jet hopes to compete by promising to deliver both food and merchandise like Apple iPhones to shoppers in tight, scheduled windows, Mr. Belsham said. “The control element, I think, is as important as speed” to online shoppers awaiting deliveries, he said.

Previously, Jet delivered groceries to New York and other Northeastern cities, but generally in two days via parcel services like FedEx Corp.

The company hasn’t yet decided on the delivery window or pricing for the service, Mr. Belsham said, but to start it will only handle Jet deliveries, not Walmart orders.

Walmart has long sought to open a store in New York but previously faced resistance from unions and labor activists when crafting store plans. It gained its first retail presence last June when it acquired online apparel startup Bonobos, which operated several showrooms in the city.

Walmart has said it plans to offer same-day grocery delivery from its U.S. stores in 100 cities by the end of the year.

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Amazon/Competitors/A year after Amazon devoured Whole Foods, rivals are pursuing countermoves.docx

A year after Amazon devoured Whole Foods, rivals are pursuing countermoves

Food retailers, manufacturers and other suppliers have begun to make fundamental changes to their selling strategies

By Heather Haddon, Wall Street Journal, 10 June 2018

After buying Whole Foods last year, Amazon.com has introduced delivery and pickup options at the stores, prompting the food industry to make changes. PHOTO: LUCY NICHOLSON/REUTERS

Amazon.com Inc.’s year-old acquisition of Whole Foods is prompting the food industry to retool how it sells fresh food to consumers.

The e-commerce giant agreed to buy Whole Foods Market Inc. last June for roughly $13.5 billion and closed the deal in August. Since then, Amazon has rolled out additional deals and delivery to Prime members. Companies, investors and analysts expect more changes as Amazon uses data capabilities to track what shoppers buy at the grocery chain and market to them.

The deal has been “shaking up the food industry from top to bottom,” said Angela Spivey, a food-and-beverage attorney at McGuireWoods LLP, who is advising clients on how to quickly change their packaging and marketing to sell at Amazon and Whole Foods. “Don’t be surprised if the milk and cereal just shows up at your door based on your usual eating habits.”

Food retailers, manufacturers and other suppliers have begun to make fundamental changes to their selling strategies, driven partly by stronger sales and delivery from Whole Foods stores since the acquisition.

Whole Foods’ foot traffic has increased roughly 3% year over year in each of the quarters since Amazon bought the chain, according to an analysis by Thasos Group, which uses mobile-phone location data to determine trends. That came after two straight years of stagnating sales at the chain before the deal. Higher foot traffic improves a retailer’s likelihood of sales, and the figure can be a used as a proxy for a chain’s health. Of 11 supermarkets analyzed by Thasos, Trader Joe’s and Sprouts customers were most eager to try out Whole Foods after the acquisition to potentially check out subsequent price cuts, with 8% of their regular shoppers visiting the rival chain.

A Sprouts spokeswoman said traffic was up at the Phoenix chain in its most recent quarter and that the brand “continues to resonate.” A Trader Joe’s spokeswoman said sales were strong and its products are in demand. Spokeswomen for Amazon and Whole Foods declined to comment.

Grocery chains have accelerated planned investments in online delivery and pickup services, in some cases bumping plans ahead to two- to three-year timelines instead of five to seven years, according to Steve Caine, a Bain & Co. partner who consults with grocers on their online strategies.

Dozens of supermarkets have struck deals with Instacart Inc., an online grocery-delivery service that has expanded to more than 200 retailers from 30 before Amazon’s deal. Kroger Co. , Walmart Inc. and Target Stores Inc. have all stepped up e-commerce acquisitions, with more technology investment expected. Those chains have slowed store growth to deploy millions of dollars of capital for technology.

“We are continuing to look across the U.S. and the world for potential partnerships,” Kroger Chief Executive Rodney McMullen said in an interview after the company said it would take a $250 million stake in British online grocer Ocado Group PLC last month.

Whole Foods remains a small part of the roughly $800 billion U.S. food retail market, with less than one-fifth the number of stores of Kroger, the nation’s largest grocer. Executives at Kroger and other large conventional chains say they haven’t seen a big drop in sales in the past year because they cater to mainstream shoppers and have little overlap with Whole Foods, whose average customer household income exceeds $70,000, according to market research.

After Amazon extended discounts at Whole Foods to Prime members—which will help it gather data about shoppers’ preferences—analysts said competitors might need to update their own shopper-loyalty programs. Amazon now offers free, two-hour delivery and additional 10% discounts on several hundred items for Prime members in select areas.

Many food makers are redesigning their packaging and formulas to better sell through Amazon and Whole Foods, placing an emphasis on online repeat purchases instead of impulse buys, industry consultants said.

Meanwhile, Whole Foods’ main distributor, United Natural Foods Inc., has experienced a flood of business in the past year as net sales at the Providence, R.I., company jumped 12% for its most recent quarter, ended in April. Business to the Whole Foods sector alone rose 24%.

United Natural reported nearly $1 billion in sales to Whole Foods for the April quarter, up from about $800 million in the year-earlier period, before the deal.

But United Natural has struggled to keep goods in stock, resulting in millions of dollars in lost sales and sudden expenses for unforeseen storage and staffing needs. On Thursday, its shares fell 14%, the largest drop in more than two years, after the company posted its third-quarter earnings. The stock added 27 cents to close at $39.85 on Friday.

Amazon’s formula for attracting customers to Whole Foods was simple. After the deal closed, the online retailer slashed prices on avocados, bananas and other items at Whole Foods’ 460 U.S. stores, attracting waves of shoppers. That formula has helped drive year-over-year sales growth of grocery goods and health products sold by the distributor by the greatest levels in seven years, according to financial filings by United Natural.

United Natural supplies the bulk of Whole Foods’ shelf-stable and consumer products, but not fresh food. Whole Foods no longer discloses its standalone sales figures since the acquisition, but its last financial filing, which included partial Amazon ownership, showed that between July and September 2017, sales rose 4% to $3.7 billion from the year-earlier period.

“I do find myself going there more often,” said Theresa Bond, a 46-year-old librarian in Bridgewater, N.J., who said she has noticed less-expensive prices on crackers, tortillas and tea at Whole Foods stores.

Pricing surveys show Whole Foods’ prices still average higher than many competitors, but they have come down. The chain has focused on getting competitive on staples, said Guillaume Bacuvier, chief executive of Dunnhumby, an international retail consulting and technology firm that Whole Foods hired to help improve consumer analytics.

Retailers haven’t been surprised by Amazon’s moves, Bain’s Mr. Caine said. But “it’s this anticipation of what may come next that has turned up the heat on everyone.”

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Amazon/Competitors/Walmart builds a secret weapon to battle Amazon for retail’s future.docx

Walmart builds a secret weapon to battle Amazon for retail’s future

The world’s largest retailer is using Jetblack, a money-losing personal-shopping service, to develop artificial intelligence to compete with e-commerce giant Amazon

By Sarah Nassauer, photographs by Kevin Hagen, Wall Street Journal, 21 March 2019

Ms. Davis prepares to make a delivery to a Jetblack customer.

Epiphany Davis arrived at work in lower Manhattan on a recent morning, consulted her cellphone and set off by foot in search of products ordered via text message by wealthy New Yorkers.

From her company’s loft-like headquarters, Ms. Davis walked to a health food store to get SmartyPants Kids vitamins, but the variety was out of stock. Checking her cellphone often for instructions, she walked to a grocery store for a single bag of Guittard milk chocolate chips. She rode the subway to a Nespresso store for three boxes of coffee pods, then walked to Bloomingdale’s to pick up a $245 navy blue MZ Wallace backpack.

Ms. Davis works for Jetblack, a personal-shopping company targeted at mothers launched last summer by a surprising newcomer to the field: Walmart Inc. WMT -0.20% A few hundred shoppers in New York City pay $600 a year to order anything by text message except for fresh food. Members were invited by Walmart, or referred by current members, and need to have a doorman to join.

Their orders go to Jetblack headquarters where dozens of agents sit at computers and field requests, from reordering diapers to making suggestions on high-end cribs, organic snacks and yoga attire. Couriers fetch the items and bring them back to a Manhattan delivery hub, where they are wrapped in black packaging and hand delivered, usually the same day.

It’s a labor-intensive operation that loses money. But making money isn’t the goal, at least not right away.

Customer agents Nicole Jaffoni, left, and Kylie McLaughlin at Jetblack’s offices in lower Manhattan.

Walmart executives are betting the upstart becomes a powerful weapon in an escalating technological ground war with Amazon.com Inc., as the two companies battle over shoppers who are increasingly making all sorts of purchases online. Amazon reset the landscape with Prime, in which more than 100 million people globally get two-day delivery and other perks for $119 a year. Even though Walmart is bigger in sales overall, it is an underdog online, and it is fighting for a larger presence.

Walmart is using Jetblack’s army of human agents to train an artificial intelligence system that could someday power an automated personal-shopping service, preparing Walmart for a time when the search bar disappears and more shopping is done through voice-activated devices, said Jetblack CEO Jenny Fleiss.

“It’s the tech of the future, right? It’s not what everyone is doing today,” said Ms. Fleiss, who previously co-founded apparel rental company Rent The Runway. The CEO said it could be five to seven years before the system is mostly automated and less reliant on humans. “This is a long journey,” she said. “And I think we were aware of that going in.”

Walmart is competing with Amazon, which has $233 billion in annual sales, including web services. In addition to Prime, the online giant has same-day grocery delivery from Whole Foods stores in some cities, plans to open dozens of small physical grocery stores and has sold millions of Echo speakers that let shoppers skip stores and websites altogether, and shop for products or request music with their voice.

Walmart is the world’s biggest retailer by revenue, with $514 billion in annual sales, but e-commerce makes up only a small percentage. That’s out of sync with where retail is growing fastest. Across the U.S., online shopping accounted for 9.7% of total retail sales last year and grew 14.2% from the previous year, according to the Commerce Department.

Walmart bought India’s biggest e-commerce site. It has been buying up small online retailers including men’s apparel company Bonobos and is testing autonomous cargo vans for home grocery delivery in places such as Surprise, Ariz.

The rivalry is clear: At an annual meeting for Walmart store managers last year, attendees watched a parody video that included a clip of Darth Vader’s ship superimposed with an Amazon-like logo chasing Princess Leia’s smaller vessel, according to people familiar with the event.

Jetblack is a small piece of Walmart’s online investments, but it is one of the biggest gambles Walmart is making to attract wealthy shoppers and burnish its tech credentials.

Walmart primarily views the company as a research hub on AI and voice shopping. Some pieces of the business “could very readily be applied to the broader ecosystem in time,” Ms. Fleiss said. Jetblack’s software is learning to make agents more efficient, already suggesting language to use for many text interactions, she said.

Ms. Davis shops in Manhattan for a Jetblack customer. She looks for chocolate chips, makes a purchase at Bloomingdales, rides the subway and checks on a Nespresso product.

Jetblack’s goal is that over time, through these interactions, the computer algorithm will learn to respond to requests with humanlike nuance but machine efficiency.

For now, the majority of interactions with Jetblack members require a human agent to press send on a text message or research a product recommendation, according to current and former customer-service agents.

On-demand delivery has been a treacherous business. In the late 1990s, Kozmo.com Inc., a startup promising delivery of nearly anything in under an hour, raised more than $250 million in financing, including $60 million from Amazon, but folded in 2001 after losing too much money. WunWun Inc. let New Yorkers order anything for fast delivery through an app, sometimes free, but found buying inventory by sending couriers to local stores without real-time knowledge of what was in stock too inefficient to become profitable, said founder Lee Hnetinka. WunWun closed, selling assets to a competitor, in 2015. Food delivery is also proving to be an expensive gambit for restaurants and grocers.

A host of companies have tried or are trying to automate text-based concierge and shopping services by using human agents. Facebook Inc. last year shut down a personal assistant dubbed “M” within its messaging app that fulfilled tasks, such as making restaurant recommendations or purchasing a birthday gift for a friend, using AI software being trained with human interactions. The service shut down but was useful to power other AI projects at Facebook, a Facebook spokeswoman said.

“I know a full cemetery of companies that have tried to do that and failed,” said Alex Lebrun, former head of engineering for Facebook Artificial Intelligence Research who recently started his own Paris-based firm to build an AI system that integrates human agents but doesn’t totally replace them.

Today’s AI technology allows companies to train text or voice software to respond to narrow requests, for example, to ask what color flowers a shopper wants to order, but so far can’t handle the broad range of questions humans tend to ask of a concierge-like services, said Mr. Lebrun.

Marc Lore, head of Walmart’s U.S. e-commerce business, and Jetblack CEO Jenny Fleiss at an...

Marc Lore, head of Walmart’s U.S. e-commerce business, and Jetblack CEO Jenny Fleiss at an event in New York in November. PHOTO: BRIAN ACH/GETTY IMAGES FOR JETBLACK

The businesses that have attempted speedy delivery or chatbot concierges in the past didn’t have a giant retailer like Walmart behind them, said Ms. Fleiss. Walmart has existing retail and supply chain infrastructure Jetblack can use, she said.

Marc Lore, head of Walmart’s U.S. e-commerce business, had in mind a Jetblack-like service before Walmart bought his e-commerce startup Jet.com in 2016. That website sells products that appeal to urban shoppers, including higher-end brands that won’t sell on Walmart.com.

Mr. Lore was fascinated by the idea of a premium service that allowed shoppers to order products for speedy delivery by speaking into the air, said people familiar with his thinking. “This is a Marc Lore passion project,” said one former Walmart executive.

Since at least 2017, Mr. Lore encouraged executives to build a Jetblack branded, voice-enabled device similar to an Amazon Echo or Google Home that members could use to order products, former employees said. One prototype looked similar to a cylinder-shaped Amazon Echo, but with more colored lights. Mr. Lore declined to comment.

Jetblack considered a device, among other voice ordering options, but decided text communication is more useful for now, said Ms. Fleiss. The technology isn’t ready, and “customers actually weren’t ready and didn’t find voice currently to be appealing,” she said.

“When I’m laying in bed at night and I’m thinking about something, rather than going to Amazon and searching, I just text,” said member Julia LeClair, co-founder of a high-end fashion e-commerce site and mother of a 1-year-old. She has asked for recommendations on which sippy cup to buy and for help planning her daughter’s recent birthday party. Jetblack recommended a theme, decorations and party favors, and then ordered the items for delivery.

“You can definitely tell that some of the responses are from an automated bot,” said the 33-year-old, “but maybe it’s not.” Her texts after 11 p.m. have received the response, “Bots need beauty rest too. I will be quick to respond in the morning!”

Walmart said it uses automated texts at night when agents aren’t working.

One former Walmart executive said Jetblack is “the first thing that we’ve tried that will unwind you” consistently from Amazon Prime. “The early indication is that it has legs,” even if the point isn’t earning profits, the former executive said.

Jetblack members are spending an average of $300 a week for products because the ease of the service encourages more frequent purchases, Mr. Lore said on the sidelines of a company party in September. “We are ramping it up gradually,” he said.

The average shopper is buying more than 10 items a week, said Ms. Fleiss. Average spending a week is higher than last September, said a company spokesman, but he declined to say how much Jetblack members spend a week or how many of those products come from Walmart.

Staffers Brent Meyer, left and Sam Roth ride scooters in Jetblack’s lobby.

Customer-service agents, often recent college graduates drawn to the startup culture of Jetblack, need to become experts on wealthy New York City moms. Agents have two weeks of training, in part to learn what products babies need as they move through different developmental phases so they can make better product recommendations.

Moms—the vast majority of members—sometimes text fast requests like “reorder cereal.” When a Jetblack member joins, an employee usually goes to the customer’s home to inventory the products the person uses, giving agents a database of frequent purchases. Software automatically suggests a product if it is a frequent purchase or was scanned in the customer’s home. The software gives agents “responses that match nearly every possible situation,” said a former employee.

It takes agents slightly longer to place an order for “item requests,” when the shopper knows exactly what they want but hasn’t ordered it before. Even more time-consuming are “recommendations,” open-ended requests such as “I need a new yoga mat” or “I need a birthday present for a 9-year-old.”

Agents consult a file that combines past purchases, products agents have researched and recommendations made by Jetblack merchandising workers, then suggest around three items for the customer to choose from, current and former employees said. Sometimes agents head to Google to do research, said one of these people.

Through the dialogue, the system is learning which follow up questions to ask, said Ms. Fleiss. For example, if a shopper asks for a new stroller, the system might learn to next ask “For how many children?” and “Do you need your child to nap in the stroller?” Members buy one of the recommended products 80% of the time, she said.

Jetblack also learned it still needs traditional technology. It created a companion app because some shoppers don’t like to update credit-card information or review past orders over text.

Workers stock up on frequently purchased items by taking a daily van to a Jet.com warehouse and Walmart stores in New Jersey, since New York City has no physical Walmart stores, ordering products online for pickup. Later this year Jetblack plans to use a new Walmart fulfillment center in the Bronx to collect some products faster, said a spokesman.

Current and former employees said they first try to buy products from Walmart or one of its units but will buy products from any stores Jetblack customers want. That includes Amazon, where employees use Jetblack’s Prime account.

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Amazon/Competitors/Walmart’s food-delivery challenges_ patchwork of drivers, tolls, crowded aisles.docx

Walmart’s food-delivery challenges: patchwork of drivers, tolls, crowded aisles

A slip-up in Manhattan shows world’s largest retailer is grappling with same issues as other online merchants

By Sarah Nassauer, Wall Street Journal, 14 March 2019

Walmart Inc. WMT -0.29% was caught off guard after it began offering to deliver fresh groceries from a store in North Bergen, N.J., earlier this month, only to find orders flooding in from across the Hudson River.

Drivers from DoorDash Inc. balked at paying the usual $15 toll to cross into Manhattan, store workers said; one driver was offered $11 to make the trip. Some orders were never filled.

“We never would have gone in with the intention that this would work with $11,” said a spokeswoman for Walmart, which hadn’t intended to include Manhattan within the delivery radius. “We offered additional incentive to drivers to finish the orders that came in,” then stopped offering deliveries to Manhattan after a few days, she said.

The mistake shows the hurdles Walmart and other large grocers face as they race to expand fresh-food delivery and gain an edge in one of the fastest-growing e-commerce segments.

Despite Walmart’s resources and more than 1.5 million U.S. workers, it mainly relies on a patchwork of independent companies to expand its delivery services as quickly, broadly and cheaply as possible. For drivers at those delivery firms, the economics of shuttling Walmart’s and other grocers’ orders don’t always make sense.

Walmart, the country’s biggest seller of groceries, is facing pressure to push forward in delivery because Amazon.com Inc., its chief competitor, is making inroads in grocery sales. The online retail giant bought Whole Food Market Inc. two years ago and is offering same-day grocery delivery from the chain in more cities. Amazon also plans to open a new chain of smaller physical grocery stores.

Walmart entered the grocery business with the opening of its first supercenter in 1988, setting it on a path to becoming the world’s largest retailer by revenue. Walmart generated $200 billion in U.S. grocery sales last year, more than double Kroger Co.’s take and five times as much as Amazon’s in the sector, according to investment bank Cowen & Co. Online orders were just 7% of all U.S. grocery sales last year, Cowen estimates, but are expected to double over the next five years.

A Walmart employee rings up purchases at a store in Secaucus, N.J. The retail giant...

A Walmart employee rings up purchases at a store in Secaucus, N.J. The retail giant is testing using its own store workers to make deliveries in a few locations. PHOTO: TIMOTHY FADEK/BLOOMBERG NEWS

Inside Walmart, executives believe maintaining a grip on grocery purchases as spending shifts online is vital to heading off Amazon, especially since it is a rare area where Walmart has a head start, former Walmart executives said.

In recent years, Walmart added a service for placing online grocery orders for parking-lot pickup at more than 2,100 of its 4,650 U.S. stores. About 35,000 U.S. Walmart employees called “pickers” now weave through aisles compiling online grocery orders. During this year’s Super Bowl the company rolled out television ads touting the pickup service in which Walmart employees load items into famous cars from TV and movies, including the Batmobile, the Scooby Doo Mystery Machine and the “Mutt Cutts” van from “Dumb and Dumber.”

Walmart is offering delivery from 800 stores, with another 800 planned this year, mostly by joining with firms like DoorDash that crowdsource drivers. Walmart pays a fee to the driving companies and charges customers $7.95 to $9.95 per grocery order to offset that cost.

But filling online orders with store workers winding through aisles organized for shoppers can be complex and expensive. And drivers for delivery firms need an incentive to lug bulky grocery orders from their cars to customers’ doorsteps, executives at delivery companies said.

“That is probably our biggest issue,” said Ben Jones, founder and chief executive of Skipcart, a crowdsourced delivery company for grocers. Skipcart started making deliveries for Walmart last year, mostly in smaller markets where larger delivery companies don’t yet operate. Mr. Jones said the San Antonio company is constantly recruiting drivers despite offering higher pay than larger rivals.

Leann Stewart, a 34-year-old receptionist in Cedar Hill, Texas, said she doesn’t usually buy groceries at Walmart. But she lives in a third-floor apartment with her husband and son so she ordered grocery delivery last week. The DoorDash delivery driver “brought it all the way up the stairs without a complaint,” Ms. Stewart said. The delivery cost was $9.95 and she tipped $5, she said. “It was a small price to pay to not have to do it myself.”

Drivers want to earn at least $10 per delivery and make multiple deliveries per hour, said Tom Fiorita, founder of Point Pickup Technologies Inc., a Greenwich, Conn., delivery company that started working with Walmart last year. “This is what you need to do to get people out of bed,” he said, adding that Point Pickup groups orders in advance to give drivers more reliable work.

Employee Laila Ummelaila makes her way through a Walmart in Old Bridge, N.J., collecting items to fill a customer’s online order. PHOTO: JULIO CORTEZ/ASSOCIATED PRESS

Walmart isn’t hearing drivers’ concerns firsthand and isn’t directly exposed to driver issues, said Tom Ward, senior vice president of digital operations for Walmart U.S. “It’s a contract negotiation for cost,” with delivery firms handling driver recruitment and retention, he said. Some delivery partnerships haven’t worked; earlier this year Walmart stopped using Deliv Inc., which had ferried groceries from three of its stores in San Jose, Calif., since 2017. A Deliv spokeswoman said the company’s food-delivery customer base is growing.

Walmart is testing using its own store workers to make deliveries in a few locations. Late last year, it began arming workers with devices that tell them the fastest route through stores and the optimal order to place items into bags, said Mr. Ward. Walmart is also fining suppliers for incomplete deliveries, since filling online orders requires store shelves to be stocked as expected.

Executives say future remodels could tweak stores to better accommodate online ordering. Meanwhile, pickers clog some aisles, Walmart U.S. Chief Executive Greg Foran told investors at a recent conference. One complained to top executives recently: “I hate shopping in the store on Sunday, trying to get up and down the aisles.”

Walmart is considering automation as well as limiting the number of online orders some stores take, Mr. Foran said, to “not disadvantage our most profitable customer, which is the one who drives to the store and does all the work themselves.”

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Amazon/Grocery/2018/How Amazon is using Whole Foods in a bid for total retail domination.docx

How Amazon is using Whole Foods in a bid for total retail domination

The Seattle giant believes selling you groceries is the key to selling you everything else.

By Beth Kowitt, Fortune, 21 May 2018

At 9 a.m. on June 16, 2017, Whole Foods employees packed into the main level of the company’s Austin headquarters. Only an hour earlier Amazon had announced that it was acquiring the high-end natural grocer, and the corporate staffers were as shocked as the rest of the public. Amazon had been militant about leaks during the seven weeks that the two companies had been in negotiations, and the vast majority of those working inside the building had been unaware that the deal was afoot.

Now they were meeting their new overlords for the first time. Whole Foods CEO John Mackey introduced Jeff Wilke of Amazon, who had flown in for the gathering. Wilke, the e-commerce giant’s CEO of Worldwide Consumer, decided to play to his foodie audience.

“I wanted to tell you just a little bit about how Whole Foods changed my life as a start,” he said. “As I was sitting this morning, eating breakfast, watching the sun rise over this beautiful city—by the way, quinoa, blueberry, and some other vegetables…”

That’s when Mackey, a vegan who avoids refined foods and travels with a rice cooker, lightheartedly corrected him. “Those aren’t vegetables,” he said. “That’s okay. We’re learning.”

In that moment, it was clear why Wilke and his team needed Whole Foods. His comment may have been just a slip of the tongue, but it reflected a persistent issue for the company: Amazon has expertise in many areas, but food is not one of them. For a decade, Amazon—a company with $178 billion in revenue and seemingly limitless resources—had not come close to breaking the billion-dollar sales mark in its fresh food operation.

The lack of progress is not entirely the retail giant’s fault. Grocery is a notoriously difficult business—and that’s before you start layering on the costs and challenges of delivery. Scott Galloway, a professor of marketing at New York University’s Stern School of Business, boils the problem down to this: A head of lettuce has a margin of less than a dollar and can survive outside the fridge for no more than a day. How can a retailer deliver it at peak quality—and make a profit?

But with the $13.7 billion acquisition, Amazon had bought itself a real shot at remaking the $800 billion U.S. grocery sector—the last frontier of e-commerce and a massive one at that. Some 20% of retail spending goes toward food, but only 2% of those sales take place on the Internet. “Grocery is the Wild West for online,” says Carrie Bienkowski, the chief marketing officer of online grocer Peapod. “The size of the prize is huge, and it’s growing.”

The very thing that makes grocery delivery hard—that food goes bad—is the reason it’s so desirable to a company like Amazon. Because cheese grows mold and meat goes rancid and milk sours, consumers can’t hoard it in their cupboards or refrigerators indefinitely as they might toilet paper or laundry detergent. As a result, the average family hits the supermarket at minimum once a week; there’s nothing else you purchase or consume so much or so often. For Amazon, getting in on that frequency is critical to further ingraining itself in our routines and behaviors. “Food is the platform for selling you everything else,” says Walter Robb, the former co-CEO of Whole Foods. “It’s an everyday way into your life. There’s nothing else that happens quite that way.” Amazon’s quest is therefore about much more than just food.

Amazon is perhaps the most disruptive and innovative company in retail, but using food as a lever for growth is nothing new. Walmart became the biggest retailer in the U.S. by turning itself into the nation’s largest grocer. In its fiscal 1998, 14% of Walmart’s U.S. sales came from grocery. This year, as the company hit $500 billion in revenue, that figure jumped to 56%. “Walmart pioneered this,” explains Wedbush analyst Michael Pachter. “Once you get them in the store for groceries, they walk up and down the aisle for everything else.” Says Jack Sinclair, who led Walmart’s U.S. grocery business for eight years, “The principle of what Amazon is doing is almost exactly the same.” Indeed, JPMorgan estimates that Amazon will match Walmart in U.S. sales by 2021.

Amazon declined to make any of its executives available to be interviewed for this story and has said little publicly about its long-term strategy for Whole Foods—or food more broadly, for that matter. But as a sign of how critical the sector is to Amazon’s future, Steve Kessel, part of CEO Jeff Bezos’s inner circle and a key figure on the Kindle team, has been brought in to run not only Whole Foods but also Amazon’s grocery delivery business, AmazonFresh, and Prime Now, its two-hour delivery offering.

For Amazon watchers, the company’s purchase of Whole Foods and its physical footprint—for more money than it had spent on all of its previous acquisitions combined—is a reflection of Bezos’s broader ambitions. Going as far back as a decade, Bezos has been explicit that grocery is essential to his long-term vision. In order to become a $200 billion company, he has said, Amazon must learn how to sell food.

More than 40¢ of every dollar consumers spend on the Internet already goes to Amazon—an astonishing sum. And yet it appears Bezos is not satisfied leaving behind the roughly 85% of retail that still happens in brick-and-mortar stores. For the CEO, owning our digital lives is not enough. By attempting to seamlessly link both realms, Amazon has the potential to be part of every single purchase we make.

“This is a monumental reference point,” says Robb. “This is clearly a revolution in the world of commerce.”

Books, where it all started for Amazon, are the anti-food. They never spoil and are simple to ship and handle. Fifty Shades of Grey, one of the site’s bestselling and most reviewed books of all time, is the same whether you buy it at your local independent store, at Barnes & Noble, or on Amazon.com. Books are what Credit Suisse analyst Stephen Ju calls “homogeneous, easy-to-handle” products, and Amazon has excelled at selling things that fit this criteria. If it can be shipped in a box and the purchaser cares little about whom she’s buying it from, it’s the perfect product for Amazon to sell.

Nonperishable groceries like canned goods, crackers, and cookies, which the company launched in the mid-2000s, were an obvious fit. “A box of Cheerios and a book aren’t that different,” says Ian Clarkson, who spent 15 years at Amazon. “You don’t have to fundamentally rewrite or build an entirely new infrastructure.”

A DELUGE OF DELIVERY OPTIONS

Before the Amazon deal, the only legitimate way to order Whole Foods’ product online was through delivery service Instacart. Now the floodgates have opened.

Instacart	Prime Now
For $9.99, contract workers deliver from Whole Foods stores within an hour. In 2016, Whole Foods invested in Instacart and the two signed a five-year partnership. What happens post-Amazon? TBD.	Prime members can get a selection of Whole Foods products in two hours in certain zip codes for no additional charge. In some markets, Amazon makes these deliveries directly from Whole Foods stores.
AmazonFresh	Prime Pantry
Prime members in certain metro areas can pay $14.99 a month for same- or next-day delivery of a wider selection of groceries. There are reports that AmazonFresh and Prime Now could merge.	Another perk for Prime members, this service provides free shipping on nonperishable and household goods like juice or pet food on orders of $40 or more for $4.99 a month. Available in 48 states.

Fresh goods, however, are about as heterogeneous and challenging to handle as it gets. Bananas bruise easily, no two are the same, and they are constantly evolving within the supply chain, going from green to ripe to mush.

In 2007, Amazon decided to try fresh delivery anyway. Customers were asking for it, and Amazon was intrigued by how it might be able to leverage the frequency of grocery ordering to sell higher-margin nonfood products. The company launched AmazonFresh with a pilot in Seattle in which users would place an order online, and the food would be delivered to their doorstep.

Amazon’s website, however, was not well suited for how people shop for food. Most e-commerce transactions comprise two to four items, which buyers find through targeted search. But shoppers tend to browse grocery, and an order can average 50 goods. “Amazon’s business, I’d argue even today, is around a unit of one,” explains Clarkson, who was AmazonFresh’s first full-time employee. “You buy it and move on. People don’t shop to fill their fridge that way.” And in grocery, where about 85% of the items people purchase are the same week to week, what customers bought recently is highly relevant to what they’ll buy again. That’s not the case for books. One copy of Fifty Shades is enough.

To cater to this different way of shopping, Amazon tried designing a separate website for AmazonFresh. The stand-alone site was necessary for another reason as well: Fresh food’s short shelf life required Amazon to roll out the service city-by-city—then an unusual launch strategy for the company. Amazon couldn’t just put products into a national fulfillment network and then turn on the web experience for the entire U.S. “That’s how traditional Amazon categories get an advantage,” says Clarkson. “You have so many people coming to the site. That doesn’t work for grocery.”

After six years in Seattle, AmazonFresh expanded to California but never grew its U.S. service beyond 20 states. The results have been mixed, and “that’s putting it kindly,” says Morningstar analyst R.J. Hottovy. The service was too expensive, the delivery windows were inconvenient, and people didn’t really understand where their food was being sourced from, he says. In November, Amazon said that it was cutting service in several zip codes, a move it contended was unrelated to the Whole Foods deal.

And perhaps most critically, AmazonFresh hasn’t been able to reach the scale it needs to get the service to work. The big difference between good and bad strawberries isn’t where they’re sourced from, explains Aaron Cheris, who leads Bain’s Americas retail practice; it’s who’s able to sell them faster. He says, “AmazonFresh was never able to achieve that by itself.”

An AmazonFresh truck in Los Angeles.

An AmazonFresh truck in Los Angeles. Kevork Djansezian—Getty Images

Amazon is partial to building businesses rather buying them. But after a decade of trying to grow its grocery operation on its own, it was time for the latter. The company started exploring the possibility of an acquisition, and spent the two years leading up to the Whole Foods deal “walking around to every grocer in the U.S. asking them to be its fresh supplier,” says Bain’s Cheris.

Then, in April 2017, Amazon got a call from a consultant working on behalf of Whole Foods. The grocer had seen a report that Amazon may have been interested in buying the chain in the past. Would there be any appeal in setting up a meeting?

That first rendezvous came during a tumultuous period for Whole Foods. Competition was fierce in natural and organics, the very category it had essentially created, and the grocer was struggling to shake its “Whole Paycheck” reputation. Facing slowing sales growth and a flagging share price, Whole Foods was now clearly in play. Just weeks earlier, activist investor Jana Partners disclosed an 8.8% stake in the company. In addition to Amazon, four private equity firms and reportedly supermarket chain Albertsons were among those who had expressed interest in a potential deal.

The tie-up solved a lot of problems for both parties. For Whole Foods, Amazon offered freedom from the relentless cycle of short-term quarterly pressures as it tried to fix the business. For Amazon, Whole Foods gave the company instant scale and the built-in demand it had lacked in fresh food. In a logistics operation, companies have a set of fixed costs and become more profitable by layering on incremental business. Thanks to Whole Foods, Amazon now had guaranteed and predictable volume for its grocery infrastructure.

Along with scale, Amazon was buying credibility. Most of the products consumers buy on Amazon are branded—a Sony TV, a Hot Wheels car, a S’well water bottle. But with the exception of a few products, such as Bolthouse Farms carrots or Cuties clementines, fresh goods don’t have brands, or at least not ones that the consumer knows. Instead, we decide where to buy our broccoli and tomatoes based on our trust in the retailer. That authority was something Amazon just didn’t have in fresh. Whole Foods supplied it—as well as providing Amazon shoppers with a more appealing story about where their food originated. “The idea of ordering groceries online is conceptual,” says Barnaby Montgomery, cofounder and CEO of Yummy.com, a Los Angeles–based online grocer with brick-and-mortar stores. “I don’t know where it comes from. I don’t see it. I don’t get it. It’s a barrier.” Having a physical place to shop turns “the conceptual offer into something more tangible.”

One question that remains unanswered is how Amazon will use Whole Foods’ 483 physical stores to help solve what’s known in the industry as the “last mile” problem—the final and most expensive step of the delivery process that takes a product from a central hub to its final destination. There’s some speculation that Amazon could use the stores as mini distribution centers, hiring people to pick product off the shelf to fulfill online orders that would then be sent out for delivery. “It makes sense in theory, but it’s a much harder problem than it appears,” says Juozas Kaziukenas, CEO and founder of e-commerce intelligence firm Marketplace Pulse. “The way you stock for the warehouse and retail are two different things.” Grocery stores are maximized to make customers wander through and buy more stuff. Warehouses, where random products are stacked next to each other to make the most of the space, are much more efficient. They’re also better for fresh goods because increased handling hurts quality. “Every time you touch a fresh product it degrades it,” says Matthew Hamory of consultancy AlixPartners.

Right now, Amazon seems to be trying it all. When I placed an order via AmazonFresh in New York City, the food came from a New Jersey warehouse and was delivered off a truck by a contractor. When I did the same with Prime Now, which offers delivery in two hours, the goods came from a distribution facility in Midtown Manhattan and were dropped off by an Amazon Flex driver—an Uber-type model in which the company pays drivers $18 to $25 an hour. In 10 other markets, Amazon is offering Prime Now delivery directly from Whole Foods stores. That model could be a good stepping-stone in smaller cities until the company reaches enough volume to build out a dedicated warehouse. “You have to scale your way up there,” says grocery consultant Neil Stern. “Picking from a store, while crappy, is a way to establish volume and a customer base.”

The future may be a hybrid approach: bigger stores that have a space carved out for putting together online deliveries. Or a store where the selection of packaged goods is automated but customers can pick out their own fresh goods.

“They’re going to experiment like crazy,” says Tom Furphy, formerly a VP of consumables and AmazonFresh and now CEO of a venture capital firm. “I would be completely surprised if they have it all figured out by now.”

OTHER INDUSTRIES AT RISK OF GETTING AMAZONED

Grocery isn’t the only business Amazon is turning upside down. Here are five sectors that have had better watch their backs

Apparel

Morgan Stanley estimates that Amazon will surpass Walmart to become the biggest seller of apparel in the U.S. this year. The company has launched several private labels and a clothing subscription service.

Banking

Amazon could offer checking accounts aimed at millennials. It’s likely that it would partner with a bank to avoid regulatory issues; Bain estimates it could have more than 70 million consumer relationships over the next five years.

Furniture

Products like sofas and coffee tables are one of the fastest-growing categories at Amazon. Advancements in virtual reality that help shoppers visualize the layout of their living rooms will help push purchases online.

Event Tickets

With the likes of Ticketmaster getting little consumer love, this is an area ripe for disruption. Until March Amazon ran a ticketing business in the U.K., and it has reportedly had conversations with Ticketmaster about a partnership.

Delivery

Amazon is planning on using its logistics prowess to compete with UPS, FedEx, and USPS. The Wall Street Journal has reported that the company is testing a delivery service in Los Angeles called Shipping With Amazon.

With the average supermarket operating on a 1% profit margin, the economics of the grocery industry are fragile at best. What makes Amazon such a threat is that the same math just does not apply. Investors have accepted that Bezos is uninterested in short-term profitability. “They are one of our first competitors who doesn’t really care about making money,” Peapod cofounder Thomas Parkinson said at a food conference last year, “so that’s a challenge for us.” Food entrepreneur Greg Steltenpohl puts it this way: “They’re not disruptive because they have all the answers, but because they don’t have to play by the same rules.”

Food delivery is a strange reversion to an old way of doing business. The supermarket was invented in the early 20th century to replace the full-service store of the past, where a clerk behind the counter would pull products off the shelves for the customer. The new supermarket model required shoppers to push the carts and do the heavy lifting themselves in exchange for lower prices. Today, a growing segment not only wants some version of that old-timey archetype in which someone else collects the items for them, they also want them delivered to their homes—services that Goldman Sachs estimates cost a retailer $22.68 per order. That’s just not something most consumers are willing to cough up. “There’s a cultlike avoidance of paying for delivery,” explains analyst Brendan Witcher of research firm Forrester.

Inside the Amazon Go store in Seattle.

Inside the Amazon Go store in Seattle. Stephen Brashear—Getty Images

Despite the cost, grocery executives realize that’s where the market is heading. One Goldman estimate puts 20% of the industry online by 2027. That’s market share Amazon has in its sights—and that supermarket chains cannot afford to lose. The stakes are incredibly high. When Walmart reported in February that its e-commerce sales growth had slowed, the stock took its biggest one-day dive in three decades. Walmart has been leveraging its physical locations with click-and-collect, in which customers order online and pick up their groceries at the store, but during the earnings call the company said it would “accelerate” grocery delivery. (A Walmart spokesman said the lower fourth-quarter e‑commerce rate was largely planned, as the company met its full-year guidance.)

Walmart’s ultimate weapon in the grocery wars is its massive store footprint; Amazon’s is Prime. In April, Amazon announced that the membership service had exceeded a whopping 100 million paid subscribers and that it would increase its annual fee. Morningstar’s Hottovy thinks that the market for new members may be plateauing, and that Amazon is now focused on increasing what current Prime users spend rather than recruiting new ones.

The Whole Foods deal was a case in point. According to 1010data, at the time of the acquisition, 81% of Whole Foods customers were already Amazon shoppers. So rather than capturing a new base, adding Whole Foods to the portfolio served as a tool to further ingrain Amazon customers within its ecosystem—offering Whole Foods’ popular 365 private label online, selling products like the Amazon Echo in its stores, and setting up Amazon lockers within Whole Foods for customers to pick up packages. Already, the symbiosis is at work. Since the deal closed, quick visits to Whole Foods were up 11% in stores with Amazon lockers.

Bezos says his aim is to make Prime so essential that it’s “irresponsible” not to join. And its value to the company is unmissable: By some estimates, Prime members spend an average $1,500 a year on Amazon, more than twice as much as non-Prime users. “Once you’re a Prime customer, you don’t go anywhere else to look,” explains AlixPartners’ Hamory. The goal, say insiders, is for Amazon to be the place where you start all of your searches. “Many people think our main competition is Bing or Yahoo,” Google’s onetime CEO Eric Schmidt has said. “But, really, our biggest search competitor is Amazon.”

Capturing search means capturing data. Amazon knows every product you look for, every category you choose, everything you put in your cart then abandon—what’s known as the “clickstream.” Now the company is trying to capture the real-life version of the clickstream with Amazon Go. The Seattle store uses overhead cameras and weight sensors in shelves to track shoppers so closely that they can simply leave the store when done shopping—no need to check out.

Might Amazon have something similar planned for Whole Foods stores? Perhaps in its lower-priced 365 locations, but experts are skeptical that the “just walk out” experience is coming to flagship outposts. One of Whole Foods’ assets is that it is high-touch—sensory, visual, and experiential. That’s a major selling point in an era where boring, mediocre retail is dead or dying.

The stores play one part in the all-encompassing, frictionless retail experience that Bezos has long aspired to create; Alexa, Amazon’s virtual assistant, and its Echo speaker devices play another. “The future of grocery shopping is most likely the ability to say, send me groceries, add garlic, remove tomatoes,” says Witcher. “Amazon has put the pieces in place to actually make it happen.” RBC Capital Markets predicts that by 2020, 128 million households will be using Alexa, driving a 10% increase in their Amazon spending.

Another aspect of Amazon’s end-game is what NYU’s Galloway calls a “zero-click environment” in which recurring purchases—the majority of retail—end up not just on your doorstep but in your closet or fridge. Prime members in some locations can already get packages delivered inside their homes with Amazon Key, which includes a security camera, smart lock, and app. Amazon’s April acquisition of smart doorbell company Ring makes Galloway’s vision even more likely. “It’s staggering to think about what they could do with that,” he says.

Whether this sounds utopian or dystopian is a matter of perspective. But there is no small risk to Amazon that people eventually begin to feel like the company knows too much or controls too much of their lives, that they become uncomfortable with the consequences of all of this convenience. Just ask Mark Zuckerberg, who recently testified on Capitol Hill over Facebook’s privacy and security issues.

Food could be part of that tipping point for Amazon. For the past few years, as the tech world has been making strides with artificial intelligence and machine learning, foodies have been moving in the opposite direction, pushing to deindustrialize the agricultural system. “Healthy and sustainable food is incoherent with the Amazon model,” says William Rosenzweig, who leads the Food Venture Lab program at UC–Berkeley. “I worry that the culture of Amazon doesn’t contain that gene set. Convenience, price, and speed—those are not the right values or core competencies of food.”

Can Amazon learn to walk that delicate line between convenience and care? That’s something that not even Alexa can answer yet.

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Amazon/Competitors/Consumers love food delivery. Restaurants and grocers hate it_.docx

Consumers love food delivery. Restaurants and grocers hate it.

Fresh food sellers can’t afford to ignore the consumer demand, even though most orders lose money

By Heather Haddon and Julie Jargon, Wall Street Journal, 9 March 2019

Consumers expect to order books, toys, shoes and anything else they want online and have it show up at their doors quickly and inexpensively. Restaurants and grocers are rushing to satisfy the exact same demand. They’re having a hard time.

A hungry customer in Denver might order a $9.99 Cuban sandwich from Panera Bread Co., which can arrive at her door in about 30 minutes.

The problem for Panera is that each delivery costs about $5 after accounting for labor, gas and packaging. Yet to avoid turning away customers, it continues to charge a flat delivery fee of $3 per order in most markets, which means they have to sell a lot more per order to absorb those costs.

Food delivery is proving to be a thorny, expensive and crucial puzzle for restaurants, grocers and investors. Billions of dollars have been spent in a quest to build services that reliably move fresh food from one place to another, yet many in the business wonder if they will ever get the economics right. Most delivery orders remain unprofitable.

Companies are willing to put up with losses, for now, because they aren’t seeing much growth inside their stores. And while delivery currently represents only a tiny fraction of overall food-buying, restaurant and supermarket companies expect people to increasingly shop that way. Big-city dwellers remain the largest consumers of food delivery, but the phenomenon is spreading to suburbs and smaller urban areas.

“Customers have raised their expectations. The whole framework has changed,” said Frans Muller, chief executive of Royal Ahold Delhaize NV, which is trying to boost sales of its Peapod grocery delivery service. Peapod has previously said it is profitable in only a handful of its markets.

Online grocery sales are expected to grow to around $86 billion in 2022 from $17 billion in 2017, according to a report from UBS Group AG. Investment firm William Blair & Co. estimated sales of online restaurant delivery will grow to $62 billion in 2022 from about $25 billion today.

For now, it’s an expensive slog. Kroger Co. reported lower profit on Thursday for its latest quarter, in part due to investments of hundreds of millions of dollars in online operations, and its shares fell 10% that day on the news.

Although grocers and restaurants have their own separate challenges, they face similar problems.

Both are dependent on foot traffic and have fallen behind other retailers in adopting order-taking technology. Both operate on low margins—typically 15% to 19% for restaurants for dine-in customers, and 1% to 3% for grocers—and customers are only willing to pay so much for convenience.

It costs supermarkets an average of $10 an order to deliver food, but grocers only recoup around $8 from customers because charging more risks turning off shoppers, according to a survey of supermarket executives by consulting firm Capgemini . Only 1% of 2,874 consumers surveyed by the research firm were willing to pay the full cost of grocery delivery.

And 85% of consumers aren’t willing to pay more than $5 for restaurant delivery, according to a recent survey of 2,000 fast-food and fast-casual customers conducted by online ordering platform Tillster.

Amazon.com Inc.’s purchase of Whole Foods in 2017 and its rapid rollout of grocery delivery across those stores intensified the pressure for other supermarkets to offer delivery. Separate from Whole Foods, Amazon is now planning to push into the grocery business with dozens of new stores in several major cities, as recently reported by The Wall Street Journal—a sign of how difficult food delivery is when done only online.

Along with Kroger, Target Corp. and Walmart Inc. are spending billions of dollars to develop their own delivery systems through acquisitions and investments. The retailers have seen their margins suffer in recent quarters as a result.

“I’ll be honest, it’s not easy,” John Mulligan, chief operating officer for Target, said in an interview. Target bought online grocery service Shipt Inc. for $550 million in 2017. “From a pure relevance standpoint, you have to figure it out, because that’s how shoppers are going to interact with you,” he said.

Walmart now offers grocery delivery through nearly a half-dozen third parties and through Jet.com, an e-commerce site it bought for $3.3 billion in 2016. Delivery sales are growing, but the company says its e-commerce losses are expected to increase this fiscal year.

Many grocers have had to invest money to reconfigure their stores, installing coolers for delivery orders, creating dedicated checkout lanes for online-order shoppers and redesigning backrooms and parking lots. Online orders draw down inventory in ways that grocers are still working to predict, which risks cannibalizing in-store sales.

Unlike easy-to-ship household items, groceries must be packaged carefully and sent in refrigerated trucks. That makes the “last mile” of the delivery process—from the warehouse to the consumer’s door—a costly, often perilous journey. The average online grocery order contains dozens of items, with different temperature and handling requirements.

Restaurant meals must likewise be packed in special containers and delivered within a short window.

Restaurants can’t ignore delivery. Nearly a third of restaurant meals in the year ending in September were consumed at home, up 2% from the previous year, according to the NPD Group Inc. The number of meals eaten at restaurants was flat over the same period.

Yet few chains can afford to do delivery themselves, due to the cost of developing order-taking technology and of employing drivers. Restaurants need to generate at least 25% to 30% of their orders from delivery for the labor economics to make sense, according to Dylan Bolden, senior partner at Boston Consulting Group.

Panera employs its own drivers to handle deliveries in most cities. The chain spent six years and an estimated more than $100 million to develop the technology to process its own online orders. Its investment cut into profits for three years, until the effort began to pay off in 2016.

The company now derives 10% to 15% of its sales from delivery in markets where it has been offered for a long time. “We are substantially better off doing delivery than not,” Chief Executive Blaine Hurst said.

Panera and some other restaurants say that for now, delivery is attracting diners who wouldn’t otherwise come to eat in and that the extra sales volume they’re generating from delivery offsets the cost. Also, when people order delivery, they tend to order for larger groups, so the average check is higher than it is for dine-in orders.

To help fulfill orders, many restaurants have turned to one of roughly a dozen delivery services, such as Grubhub Inc., the oldest and largest in gross food sales, as well as DoorDash Inc. and Uber Technologies Inc.’s Uber Eats.

Venture-capital firms put $5 billion into U.S. food and grocery delivery services last year, more than four times the amount they invested in 2017, according to data provider PitchBook Data Inc. Some, including Postmates Inc., are considering public offerings.

Chicago-based Grubhub, founded in 2004 and now valued at $7 billion, allows diners to order food from more than 105,000 restaurants in more than 2,000 U.S. cities and London. After investing heavily in advertising due to increasing competition and spending money to recruit drivers and bring in diners in new markets, Grubhub swung to a loss in the fourth quarter. Its adjusted profit per order was $0.98, down from $1.57 in the third quarter.

A Grubhub spokeswoman said, “We expect our marketing investment will result in more orders throughout 2019 and our new delivery markets will become more efficient throughout the year.”

Newer entrants such as DoorDash, founded in 2013, have attracted venture capital that have enabled them to expand rapidly. After another funding round last month, DoorDash is now valued at $7.1 billion and is available in all 50 states.

A DoorDash delivery person in New York City.

A DoorDash delivery person in New York City. PHOTO: MICHAEL BUCHER/THE WALL STREET JOURNAL

Supermarkets have also been turning to outside firms, particularly Instacart Inc. and Target’s Shipt. The companies allow shoppers to order groceries from multiple supermarkets signed up in a given area, and sends gig economy workers to pick up and deliver orders.

Instacart, the largest independent third-party grocery service with an estimated $2 billion in sales in 2017, continues to lose money on orders, according to people familiar with the metrics. Nilam Ganenthiran, Instacart’s chief business officer, said the company averages profitable margins on orders when not accounting for administrative expenses.

Third-party services currently handle 52% of online restaurant orders, according to William Blair. They handle delivery for around half of the online grocery market for food, according to consulting firm Pentallect Inc.

Food sellers pay the services an average fee of 10% to 25% on each order, which means the actual deliveries often lose money. Better placement on the services’ websites or apps costs even more.

KFC and Taco Bell work with Grubhub to handle delivery. Scott Catlett, general counsel of Yum Brands Inc., owner of the two chains, said offering delivery is essential to keep convenience-seeking consumers. “Brands that don’t provide an easy experience ultimately won’t win in the end, so we’re very focused on the concept of easy,” he said.

Texas Roadhouse Inc., a steakhouse with more than 500 restaurants in the U.S., decided not to offer delivery after tests with two services last year. Consumers complained that the food quality wasn’t good and that prices were higher than in the restaurants.

Scott Colosi, president of Texas Roadhouse, said he is skeptical that delivery sales will be great enough to offset the cost. “I mean, people will try it when it’s new, but how long will they do it?” he said.

McDonald’s Corp. started using San Francisco-based Uber Eats for delivery in January 2017. In a survey that a newly formed association of franchisees conducted of its members in January, 565 respondents said that delivery is not contributing positive net cash flow to the business, while 198 said it is.

A McDonald’s spokeswoman deferred to a recent earnings call, in which executives said approximately 70% of delivery orders come from people who don’t come into the restaurant to eat, and that the average check for delivery orders is around twice that of in-store orders.

When an order of fries shows up cold or a bunch of lettuce arrives wilted, consumers tend to blame the food seller, not the service. Many restaurants and grocers that work with third parties also lose control over customer data, which food apps can use to drive customers to other outlets.

Some chains are taking a hybrid approach by handling the order-taking through their apps but outsourcing the actual delivery to third-party services, which saves them 10% to 15% in commission fees.

Large chains such as Yum Brands have the scale to negotiate favorable terms, unlike smaller chains or independents.

“We said up front that access to data is table stakes and we wouldn’t consider any deal that doesn’t include that,” said Yum’s Mr. Catlett. Yum also arranged to pay Grubhub a per-order commission fee that Mr. Catlett said is “nowhere close to 20% to 30%.”

Grubhub Chief Executive Matt Maloney said he understands restaurants’ fears about losing customer data and decided the key to their mutual long-term success would be to come up with a way to share data with restaurants.

Theresa Tepper, a 41-year-old Manhattan public relations professional who orders groceries from FreshDirect LLC and takeout from Grubhub’s Seamless service, sees little of the downsides of low-cost delivery.

“Delivery makes my life so much easier,” she said.

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Amazon/Competitors/The company beating Amazon in grocery delivery.docx

The company beating Amazon in grocery delivery

U.K.’s Ocado has mastered automated fresh food delivery and Kroger quickly took the lead in the U.S. by hiring them

By Stephen Wilmot, Wall Street Journal, 22 June 2018

Amazon and Walmart WMT -0.43% have invested billions in e-commerce. Yet with one deal, Kroger KR 0.24% took the lead in grocery delivery. Expect the two retail giants to fight back.

Americans currently buy just 2% of their food online. Those orders are dominated by packaged products with long shelf lives, such as bottled water and coffee pods. Home delivery of fresh fruit and vegetables is much more developed in both Western Europe and China. In the U.K. roughly 6% of food sales are online.

The Company Beating Amazon in Grocery Delivery

The U.S. looks poised to catch up. Amazon’s takeover of Whole Foods a year ago injected a new urgency into traditional supermarkets’ efforts to sell goods online. They have since signed a flurry of deals with specialist tech companies. By far the most significant came last month when Kroger said it would work with U.K. online supermarket Ocado . OCDO 11.71%

Ocado has invested heavily in the robotics and software necessary to automate fresh-food orders in its U.K. business. In its flagship warehouse in Andover, South East England, robots constantly shuffle a “hive” of stacked boxes to expose the right groceries for human pickers to bag on behalf of customers. This high-tech approach is expensive, but can achieve much better picking rates than the more manual solutions developed by the likes ofTesco in the U.K. and Ahold Delhaize’s Peapod unit in the U.S.

Ocado is now focused on selling this technology outside its home market. The scale of its deal with Kroger, which involves building 20 automated warehouses over three years, took investors by surprise, and Ocado shares leapt 44% on the day.

Kroger plans to use the warehouses not just for home delivery, as Ocado uses them in the U.K., but also to fulfill online orders for collection in stores, and even to deliver some items to its regular store network. This is likely the only way it could justify such a large commitment, given the still limited volumes of online grocery orders in the U.S. and the country’s low population density compared with Europe.

The deal is likely to provoke responses from Walmart and Amazon’s Whole Foods unit, which haven’t invested much in automating online grocery orders. “Amazon has every intention of re-engineering their supply chain. They just haven’t done it yet,” says Brittain Ladd, an industry consultant who has worked for both Amazon and Kroger.

The Company Beating Amazon in Grocery Delivery

Kroger’s agreement with Ocado barred the U.K. company from sharing its technology with other U.S. retailers. But startups are also trying to rethink the online grocery supply chain. Mr. Ladd thinks one of the most promising is CommonSense Robotics, an Israel-based company seeded by former Alphabet Chairman Eric Schmidt, among others.

The likely race among supermarkets into grocery tech will require additional capital. Brokerage Bernstein estimates that Kroger’s new Ocado-designed warehouses will cost roughly $400 million to build. Another problem for investors is that e-commerce is still hard to make profitable, so any growth in online sales at the expense of store sales will hit margins. Both pressures are manageable for the largest players, but will make it harder for them to grow cash flows.

If this doesn’t sound appealing, neither does the status quo. For a reminder of what can happen when retail giants are late to e-commerce, investors need look no further than clothing chain H&M , whose shares have more than halved over three years, or Toys ‘R’ Us, which went bust. Groceries look set to follow books, electronics and clothes online. Big supermarkets have no choice but to invest.

Amazon/Operations/How Amazon goes small to make it in New York.docx

How Amazon goes small to make it in New York

Vertical operations and more robots signal the future of e-commerce fulfillment as companies look to get closer to more customers

By Jennifer Smith, Wall Street Journal, 1 April 2019

Men work at a distribution station in the 855,000-square-foot Amazon fulfillment center in Staten Island. PHOTO: JOHANNES EISELE/AGENCE FRANCE-PRESSE/GETTY IMAGES

STATEN ISLAND, N.Y.— Amazon.com Inc.’s first major New York City distribution center is nearly the size of 15 football fields and can spit out more than one million items a day during its busiest period.

But the 855,000-square-foot facility on a swampy stretch of the northwest side of Staten Island is a tightly packed site compared with most of the sprawling warehouses the e-commerce giant has spread around the country. It is 20% smaller than Amazon’s usual fulfillment centers, stuffed with twice as many robots as human workers and able to handle 50% more inventory than traditional warehouses.

The space is used as efficiently as a New York studio apartment, and for Amazon and other companies looking to duplicate the company’s determined push to deliver goods to consumers as fast as possible, that makes its anchor for the lucrative market a likely model for the future of urban e-commerce fulfillment.

“It’s super-compact,” Amazon spokeswoman Ashley Robinson said on a tour last month. “That’s why we’re now able to build in the city proper. We have a fulfillment center in Baltimore, we have one in Dallas, we have one just outside of Seattle, and they’re all kind of built on this same format.”

As retailers move inventory closer to big population centers, they’re squeezing big distribution operations into smaller buildings that use automation and build up rather than out to get more out of every square foot.

Leasing activity for big-box industrial spaces over 1 million square feet fell 26.1% last year, according to commercial real-estate services firm Jones Lang LaSalle Inc., while leases in the 100,000 to 500,000-square-foot range slipped by only 3.6% from the year before.

“They’ve already filled out their big hubs, the 1 million square footers,” said Gillam Campbell, an industrial research manager at JLL. “Now they’re filling in their spokes. That enables them to get that very fast delivery time in densely populated cities and urban areas.”

In November, Walmart Inc. opened a 200,000-square-foot warehouse in the Bronx to handle e-commerce fulfillment for its Jet.com business.

A former warehouse outlet for ABC Carpet & Home, the facility has two floors and one mezzanine level and provides same-day and next-day shipping for groceries and some general merchandise. A Jet.com spokeswoman said the facility “is equipped with automation to enable employees to leverage technologies that help with certain tasks, providing fast, high quality services to our customers. There is also a level of manual automation in place.”

Developers are planning more multistory warehouses under 1 million square feet in the Bronx and Brooklyn.

Amazon’s facility in Staten Island has four mezzanines where autonomous robots help human workers assemble online orders. Inventory is stored on shelves that the robots, which resemble Roomba vacuum cleaners, pick up and deliver to people at workstations on the perimeter.

That limits the number of steps human workers take, and allows the company to store more goods in the robot-only sections of the warehouse because they don’t have to build out long lines of racking and walkways for humans to fetch the products. This building handles items under 18 inches in diameter—such things as toys, electronics, trash bags and baby supplies.

The tight coordination needed to make the system work was evident on the tour.

To bring in the products, one worker removed bottles of lotion, nutritional supplements and other merchandise from yellow plastic bins, stowing them on the robot-driven shelves for later retrieval by pickers. In the robot area, the machines moved forward, backward and sideways, navigating around each other as they moved between stations.

A woman works at a packing station at the Staten Island warehouse.

A woman works at a packing station at the Staten Island warehouse. PHOTO: JOHANNES EISELE/AGENCE FRANCE-PRESSE/GETTY IMAGES

On the outbound side, pickers pulled items, scanning them and dropping them into totes that move on conveyers to the lower floors.

Much of the inventory is presorted at other locations, freeing up space that would traditionally be used for inbound docking and receiving to house additional merchandise. The company is building more of those facilities now.

“Robotics and the phase-out or minimalization of inbound docks, will bring the footprint down to about 855,000 square feet. Then you just build vertically,” Ms. Robinson said. “If we had a building that needed a million square feet, operating in Staten Island would be really difficult, even if we could find the land, and it would be a lot more expensive.”

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Amazon/Competitors/Instacart, Whole Foods part ways.docx

Instacart, Whole Foods part ways

Grocery-delivery startup competes with Amazon at many supermarkets

By Heather Haddon, Wall Street Journal, 13 December 2018

Instacart executives have said they are considering an initial public offering. PHOTO: RICHARD B. LEVINE/ZUMA PRESS

Whole Foods is severing ties with delivery service Instacart Inc., as the natural supermarket chain’s owner Amazon.com Inc. expands its own delivery efforts.

Instacart said Thursday that it would cease deliveries from 76 Whole Foods locations on Feb 10. The San Francisco-based company said around 240 employees would be laid off as a result. Most of the 1,415 Instacart employees that pick up orders from Whole Foods stores will be transferred to other divisions, founder and chief executive, Apoorva Mehta, said.

Instacart will continue for now Whole Foods deliveries to customers who shop from many stores when placing an order but the startup plans to drop the natural supermarket from its multi-retailer services in coming months.

A representative for Whole Foods didn’t immediately respond to a request for comment.

Amazon’s purchase of Whole Foods last year has been a boon to Instacart. Other retailers have hired Instacart to deliver groceries to their customers as they race to improve their e-commerce offerings. Instacart now works with more than 300 retailers across 15,000 stores.

Amazon, in turn, has lost some delivery contracts with other grocers since its Whole Foods purchase. Arizona-based Sprouts Farmers Market Inc. earlier this year switched from Amazon to Instacart as its delivery provider.

Instacart in October secured a $600 million investment that raised its valuation to $7.6 billion from $4.4 billion. Instacart executives have said they are considering an initial public offering.

Instacart has delivered groceries for Whole Foods since 2014. Whole Foods in 2016 made a small investment in the startup.

Whole Foods executives have said offering delivery through Instacart made some of their customers more loyal.

Amazon has expanded delivery from Whole Foods stores to more than 60 cities. Delivery and discounts for members of Amazon’s Prime subscription service have pushed up sales at Whole Foods, the company has said.

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Amazon/Operations/Amazon’s newest ambition_ competing directly with UPS and FedEx.docx

Amazon’s newest ambition: competing directly with UPS and FedEx

To constrain rising shipping costs, the online retailer is building its own delivery operation

By Greg Bensinger and Laura Stevens, Wall Street Journal, 27 September 2016

To reduce shipping costs, Amazon is building up its own delivery operation, as some say the online retailer is preparing to go head-to-head with major shippers in the mainstream delivery business. WSJ's Lee Hawkins explains.

Just before the morning rush hour on a recent Thursday, a brigade of vans rolled up to a low-slung warehouse near Los Angeles International Airport.

Workers in bright green vests crammed some 150 Amazon.com packages into each truck before the fleet headed through the urban sprawl to customers’ doorsteps.

This logistical dance wasn’t performed by United Parcel Service Inc., UPS +0.20% FedExCorp. or the U.S. Postal Service, all longtime carriers for the online retailer. It was part of an operation by Amazon.com Inc. AMZN -0.32% itself, which is laying the groundwork for its own shipping business in a brazen challenge to America’s freight titans.

Tackling the delivery business, Amazon executives publicly say, is a logical way to add delivery capacity—particularly during the peak Christmas season. But interviews with nearly two dozen current and former Amazon managers and business partners indicate the retailer has grander ambitions than it has publicly acknowledged.

Amazon’s goal, these people say, is to one day haul and deliver packages for itself as well as other retailers and consumers—potentially upending the traditional relationship between seller and sender.

Amazon’s Newest Ambition: Competing Directly With UPS and FedEx

Some executives refer to the initiative as “Consume the City,” a nod to the company’s plans to build a massive delivery network that could eventually compete with such partners as UPS, according to people familiar the matter.

Executives at the freight giants are skeptical, and so are analysts and logistics experts. They say it would be difficult and costly to build a domestic delivery network to rival the big U.S. players, especially after the failed multibillion-dollar attempt by Deutsche Post AG’s DHL Express in the 2000s.

Memphis-based FedEx says it is spending more than $5 billion annually on expansion and upgrades; UPS says it shells out in excess of $2.5 billion. The two companies have managed to blanket the world with a total of roughly 4,000 hubs and other facilities to sort tens of millions of packages a day. Combined, they operate more than 1,000 planes and 200,000 vehicles to deliver packages to doors.

“The level of global investment in facilities, sorting, aircraft, vehicles, people to replicate the service we provide, or our primary competitor provides, is just daunting, and frankly, in our view, unrealistic,” says FedEx CFO Alan Graf. “We’ve been at this for 40 years.”

Atlanta-based UPS has played down any competitive threat. On a conference call with analysts, Chief Commercial Officer Alan Gershenhorn said UPS’s network would be “very difficult to match.”

In an emailed statement, an Amazon spokesman said “we are very happy to have the delivery capacity our carrier partners can provide. They provide a high quality service, and our own delivery efforts are needed to supplement that capacity rather than replace it.”

Inside the company, executives describe, in the words of one senior official, how Amazon “is building a full-service logistics and transportation network effectively from the ground up.”

Amazon’s push into the shipping sector reflects a willingness among today’s powerful tech companies to defy the traditional constraints of business and leap into new ones.

The company, which started out as an online bookseller, has gained credibility as a producer of TV programs and big-screen movies. Amazon Web Services, which provides data servers to big companies, is now its fastest-growing division with at least $10 billion in sales expected this year.

Now the stage is set for Amazon to move against the partners that have helped power much of its success so far. Shipping costs as a percentage of sales have risen every year since 2009. Last year, Amazon spent $11.5 billion on shipping, or 10.8% of sales, compared with 7.5% in 2010. Total revenue for the year was $107 billion.

The company could save $1.1 billion annually if it stopped using UPS and FedEx, according to Citigroup Inc. analysts. Keeping packages under its own control just over longer distances could save Amazon around $3 or more on a typical delivery, the analysts say. The average cost to ship a package via UPS or FedEx is $7.81, they estimate.

Amazon’s Newest Ambition: Competing Directly With UPS and FedEx

Amazon currently delivers its own packages from roughly 70 facilities in 21 states, having built most of them in the past two years, according to data from supply-chain consultancy MWPVL International Inc. Today, 44% of the U.S. populace is within 20 miles of an Amazon facility, compared with 5% in 2010, according to investment bank Piper Jaffray.

After leaving one of Amazon's fulfillment centers, packages travel a circuitous route--often via FedEx and UPS--to their final destinations. PHOTOS: ASSOCIATED PRESS; GETTY IMAGES; BLOOMBERG NEWS

All of this helps to explain why Amazon wants more control over its delivery chain—from factories in China through U.S. ports to sprawling suburban warehouses and neighborhood package-sorting centers. It hopes to offer more delivery times, including hours not available from traditional carriers, say people familiar with the plan. The cost of such a system isn’t known.

To help oversee its delivery projects, Amazon this summer brought back Uber Technologies Inc. executive Tim Collins as a vice president of global logistics. Mr. Collins spent 16 years at Amazon, helping to lead the retailer’s European operations, before leaving the company in late 2014 to join Uber.

Amazon has also recruited dozens of UPS and FedEx executives and hundreds of other UPS workers in recent years, say people familiar with the matter.

The company is buying long-haul truck trailers to ship by ground, building delivery drones to conquer the sky and looking to manage shipping by sea. In August, it showed off the first in a fleet of 40 Boeing 767-300s it is leasing for its branded Prime Air logistics service.

Stitching together a full-fledged logistics network could give Amazon a piece of a world-wide delivery market that, according to financial services firm Robert W. Baird, generates roughly $400 billion in annual revenue.

It could also damage its relationships with UPS and FedEx. Amazon contributes around $1 billion to UPS’s revenue, according to people familiar with the matter. Perhaps more important, the retail giant’s heft helps both UPS and FedEx to be more cost effective by allowing drivers to drop off more packages in the same areas. If Amazon pulls too much business from the delivery giants, the carriers could respond by eliminating certain volume discounts.

Amazon already has pushed out some smaller parcel carriers. In the past two years, it has parted ways with or started reducing package volumes at several local and regional delivery partners, according to people familiar with the matter.

Currently, Amazon is focused on solving the riddle of the so-called last mile—the final and most expensive leg of a package’s journey to the doorstep.

In Seattle, Amazon.com boxes were stacked near a Boeing 767 Amazon ‘Prime Air’ cargo plane.

In Seattle, Amazon.com boxes were stacked near a Boeing 767 Amazon ‘Prime Air’ cargo plane. PHOTO: TED S. WARREN/ASSOCIATED PRESS

To make last-mile deliveries profitable, logistics experts say, companies need shorter drives and more packages per stop. Amazon, they say, doesn’t yet have enough consumer deliveries to hit this threshold.

The company is conducting its trials in large cities such as Los Angeles, Chicago and Miami. Those places have a high density of members who belong to Amazon’s $99-per-year Prime unlimited shipping program. Gnarled traffic in those cities—especially in Los Angeles—also tests drivers’ mettle and speediness.

As part of its efforts, Amazon is making some deliveries using only trucks and infrastructure it oversees, people familiar with the matter say.

The retailer also has begun distributing boxes and packaging materials to a small number of Los Angeles customers so they, too, can use Amazon as a delivery service, the people say. The test helps ensure Amazon’s trucks aren’t empty when they return to warehouses and give customers more incentive to keep ordering from Amazon.

Amazon embarked in earnest on building its own last-mile network after UPS failed to bring orders to customers in time for Christmas in 2013, costing Amazon millions of dollars in refunds, according to people familiar with the matter. That holiday season, Amazon overwhelmed UPS and other carriers after it failed to accurately forecast its delivery needs, prompting chaos at sorting centers.

Since then, Amazon has more than doubled the number of warehouses in the U.S. to more than 180, according to MWPVL. That includes more than 70 local delivery stations and Prime Now hubs within reach of nearly every major metropolitan area. In many of those areas, Amazon can deliver merchandise in as little as one hour after receiving an order.

Just a few years ago, if an Amazon Prime customer in Atlanta ordered a $13 set of beer glasses only available from California, Amazon would load that order, with others, onto a tractor trailer and haul it to the closest UPS air hub. Next, a plane might ferry it to Louisville, Ky., and load it onto another flight bound for Atlanta. Then the package would be trucked to the nearest delivery center, sorted a final time and delivered by a UPS van. Such a journey could wipe out any profit for Amazon.

The company now aims to do more of the steering. If those glasses aren’t in stock at a fulfillment center near Atlanta, it could fly them there in its own planes and then pay the Postal Service to ship them a shorter distance. Or, contract drivers could make final delivery.

Amazon has flirted with delivery by Uber drivers and newspaper carriers. It has experimented with a program known as “I Have Space,” stashing inventory in warehouses owned by other companies.

Amazon-branded vans are increasingly turning up in big cities like Los Angeles. PHOTO: EMILY BERL FOR THE WALL STREET JOURNAL

A more established program called Flex hires so-called citizen-couriers, who work as freelance delivery people to pick up packages from warehouses using an Amazon app. It has expanded to nearly 30 metropolitan areas in the last year. Drivers can earn up to $25 an hour in two-hour shifts making deliveries, according to Amazon’s website.

Some Amazon executives believe that the on-demand contract driver model, which passes along fuel and insurance costs, could eventually become an important part of the company’s network.

Meanwhile, Amazon’s last-mile effort has become particularly visible in San Francisco’s relatively compact confines. Just two years ago, workers loaded rented delivery vans with packages from a modified trailer in a parking lot beside Candlestick Park, the former football stadium. Today, hundreds of Amazon-branded white trucks, dispatched from a giant warehouse near the airport, troll the city’s winding streets—even on Sundays.

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Amazon/Advertising/Amazon, with little fanfare, emerges as an advertising giant.docx

Amazon, with little fanfare, emerges as an advertising giant

Its push challenges the big ad sellers, including Facebook, Google and TV networks

By Lara O’Reilly and Laura Stevens, Wall Street Journal, 27 November 2018

Amazon.com Inc. AMZN 0.18% handles nearly half of all online sales in the U.S., giving it a popular platform and a wealth of consumer data. Now it’s on track to become the next juggernaut of online advertising, and its rise threatens to upend Silicon Valley’s ad titans and change the way business is done on Madison Avenue.

The online retailer has ascended to the No. 3 spot in the U.S. digital ad market behind the dominant players, Alphabet Inc.’s Google and Facebook Inc. Though Amazon has just 4% of the market now, the company is expanding its avenues for marketers and hiring aggressively for its ad unit.

Some marketers eager for a new digital ad alternative are also conflicted about the rise of Amazon—a competing retailer with its own in-house brands to sell—setting up a new potential source of tension.

Amazon’s ad revenue is on pace to double this year, to $5.83 billion, according to eMarketer. Its ad sales are expected to jump $28.4 billion over the next five years, according to Cowen & Co.—more than the combined increases in ad revenue for all television networks globally, according to figures from media-buyer GroupM.

The cumulative effect is an earthquake whose tremors will be felt by anyone selling ads, including digital publishers and TV networks. Retailers like Walmart Inc., Target Corp. andKroger Co. , which get paid by brands to place products in desirable locations within their stores, are already losing business to Amazon, ad executives say.

Amazon wants to deliver everything you want to your doorstep, anywhere in the world. But the e-commerce giant faces several challenges in its pursuit of a global empire. WSJ's Karan Deep Singh breaks down the basics with the help of an Amazon delivery box.

“I think the giant has been awoken,” said Bill Wise, chief executive of Mediaocean, a software platform that processes over $150 billion of ad spending annually.

While Amazon has rapidly expanded into a number of new businesses in recent years, including groceries, entertainment and pharmaceuticals, its ad business has grown organically into a high-margin business. Its planned headquarters in New York City will give it a new, stronger tie to the traditional center of advertising, one that could lead to Amazon hiring away talent.

Meanwhile, the world’s biggest ad agencies are racing to become specialists in how Amazon wants to do business, which is unlike anything they’ve seen before.

A big chunk of Amazon’s ad business comes from its retail site, where companies pay to be listed as a “sponsored product” high up in the search results when a user enters a term like “diapers.”

Amazon's Ad Options

A Cowen and Co. survey over the summer asked ad buyers where their Amazon spending was going.

Note: Not all ad types will appear on the same page. Source: Cowen and Co. survey of 70 U.S. ad buyers, conducted June-July 2018

In addition, marketers going through Amazon can choose video ads, TV-style spots in live sports telecasts, ads on the company’s FireTV device and even ads on its cardboard delivery boxes. Amazon also helps brands advertise across the web on sites it doesn’t own.

Amazon’s copious data on consumers—from what they buy to what they ask artificial intelligence assistant Alexa to what they watch on Amazon’s video service—holds unique appeal for ad buyers. Unlike Facebook and Google, it has actual purchase data from its retail site.

That enables Amazon to tell brands if their ads have led to purchases on its retail site, and then better target consumers on other sites—for example, showing them ads for a new pair of sneakers they had shopped for but never purchased.

“They have the data because they have the consumer,” said John Ghiorso, chief executive of Amazon-focused ad agency and consulting firm Orca Pacific.

Amazon’s ad business now contributes to gross profit and is expected to generate more income than its cloud business—which currently provides the bulk of its profits—as soon as 2021, according to Piper Jaffray analysts.

Amazon is expected to collect 15 cents of each new dollar spent on U.S. digital ads in 2020, up from 5 cents last year, according to an analysis of data from research firm eMarketer.

Amazon declined to comment for this article.

The company’s frugal culture has been something of a mismatch for the glitzy sales events and long lunches that grease business deals on Madison Avenue. At the annual Cannes Lions advertising festival on the French Riviera in June, companies like Google and Facebook rent out large beach spaces to meet with clients, while musical acts from Jon Bon Jovi to The Killers perform at parties.

Amazon typically keeps things low-profile. This year, Amazon’s Web Services and Alexa units co-hosted a hackathon focused on poverty, clean water and gender equality.

“I don’t think you will ever see the [Amazon] yacht at Cannes, unfortunately,” said Will Margaritis, lead Amazon consultant at advertising group Dentsu Aegis Network.

Amazon’s role as both ad seller and e-commerce retailer can make for an awkward mix. Brand owners “see Amazon as a key distribution point for their brands, which is irresistible,” said Rob Norman, senior adviser at GroupM, a media-buying agency owned by ad giant WPP. However, those brands are conflicted because it’s “clear Amazon is transferring profit and revenue from brands and retailers to itself.”

Addressing dozens of major brands and sellers at a conference this spring, Amazon ad sales executive Mauricio Guerra Escamez referenced a study that found roughly 92% of shoppers who start their search for a product on Amazon end up purchasing that product there, a statistic that surprised many in the room, according to one of the attendees.

Amazon-branded products get a special space at the top of the search results page. Analysts estimate the company operates dozens of in-house private labels.

Jason Boyce, chief executive of home recreation retailer Dazadi.com, competes with an AmazonBasics brand of bocce ball, which costs roughly $10 less. Still, the site drives most of his sales. In a recent search for “bocce ball” on Amazon, the Amazon version was listed as a “sponsored item” near the top and then appeared three more times under “Amazon’s Choice” and “Top Rated from Our Brands” before Mr. Boyce’s Harvil brand. He hasn’t bought ad space for that keyword. However, he has bought ads for the keywords “bocce” and “bocce ball set,” and in searches for those terms, Harvil appeared at the top. That typically costs him between about $2 and $4 a click.

“They get all the prime real estate. It’s unfair,” Mr. Boyce says, but “we have to be on Amazon.”

An Amazon branded set shows up as an ‘Amazon’s Choice’ product in a search for ‘bocce.’

Advertisers badly want another major digital player to emerge to help make the online ad market more competitive. Amazon is still far behind Google and Facebook, the tech duopoly that together receive 61% of U.S. online ad spending, according to eMarketer.

L’Oréal SA says U.S. consumers have 25 to 30 “touch points” before purchasing a skin-care product, from ads to online searches to product reviews. “While Facebook and Google play an important role in the discovery of our products, advertising on Amazon—especially in the U.S.—gives us in addition the possibility to engage with our consumers at the moment they are likely to purchase,” said Lubomira Rochet, L’Oréal’s chief digital officer.

Facebook and Google declined to comment.

Some advertisers say that Amazon—which has to balance the needs of big brands, ad agencies and smaller sellers—isn’t giving them anywhere near the support that Google and Facebook provide in the form of teams of researchers and others who help brands plan and execute ad campaigns.

One ad executive estimated that for every 10 Google employees a large brand has at its disposal, Amazon provides one.

“The algorithm is not going to answer your phone calls, it’s not going to go out to lunch with you,” said Connor Folley, a former Amazon marketing manager who now runs Downstream, a technology company that helps brands manage their advertising on the platform.

However, Amazon is adding advertising-related jobs at a fast clip: Hundreds of jobs are currently listed for sales, advertising and account managers around the globe, although it’s unclear how many are directly for the advertising department.

Traditional brick-and-mortar retailers are feeling Amazon’s pinch in the sector known as trade marketing, which aims to get products onto shelves and in the best locations in stores to get noticed.

Those budgets, particularly used by packaged-goods manufacturers in stores such as Walmart, Target or Kroger, are increasingly shifting to Amazon, advertising vendors, analysts and brands say. Trade marketing attracts an estimated $178 billion a year in the U.S. and makes up most of Amazon’s ad dollars in the U.S., Morgan Stanley analysts said in a note earlier this year.

Chris Carmichael, who used to be responsible for phone maker Nokia ’s trade marketing in the U.K. and later had a top role at HSBC , said trade marketing relationships with retailers have been “based on legacy” and renewed each year despite little visibility on consumer impact.

Amazon, however, can use its insights on shopping habits to help brands create messages that resonate the most with consumers, putting it “light years ahead of anyone else,” he said.

A Walmart Inc. spokeswoman said the company’s supplier advertising is up overall. The company has recently said that it sees its own digital advertising business as an avenue for growth. A Target spokeswoman said its partners have increased their year-over-year investment in product promotions, including through weekly ads and in-store signage. A Kroger spokeswoman declined to comment.

Amazon has been selling ad space in product-search results on its marketplace for roughly a decade. A big early barrier for advertisers using Amazon’s self-serve ad buying tools was that it accepted payments only by credit card for all but its biggest clients, ad industry consultants say. As a result, some brands and marketing agencies were maxing out their corporate credit cards, spending $20,000 multiple times a month, according to Mr. Ghiorso of Orca Pacific.

In 2015, Amazon switched to a traditional invoicing process for those types of search ads for more of its self-serve clients. Brands that had been sitting on the sidelines began to ramp up their spending, and the cost of search ads on Amazon “went through the roof,” Mr. Folley said.

Ads promoting specific products—either within Amazon’s search results or on product detail pages—are the biggest draw, accounting for roughly 29% of advertisers’ spending, according to a survey of senior U.S. ad buyers by Cowen & Co.

Traditional web display ads account for another 13% of ad budgets. They can appear on Amazon.com as well as on third-party sites. For example, an airline can run ads on non-Amazon sites aimed at travel enthusiasts, including Amazon shoppers who have bought suitcases or travel books.

Amazon is eyeing a deeper push into video ads on its mobile site, according to people familiar with its plans, and is planning a new advertising-funded video platform, named “Free Dive” internally, through its movie and TV database brand IMDb. Digital video is an on-ramp to winning a piece of the roughly $210 billion global TV ad market. The website The Information earlier reported on plans for the ad-supported video offering.

Amazon has entered its second season of streaming NFL “Thursday Night Football” for its Prime members. Last season’s advertisers included Sling TV, Gillette and Hyundai. AnUnder Armour campaign aired during this season’s NFL telecasts on Amazon, showcasing athletes going through gritty training sessions, followed viewers elsewhere on Amazon’s platforms once the games had finished.

Amazon’s Alexa voice assistant has tremendous potential as a marketing platform, though users shouldn’t expect to hear ads there in the near term, according to people familiar with the situation. Brands are starting to use it to gain visibility. Consumers can say, “Alexa, tell Budweiser ‘Whassup’ ” to have a conversation with the cast of the memorable ’90s TV commercial. Amazon has said it has no plans to bring ads to Alexa.

Amazon is also exploring the idea of ad placements in the Echo Show, its smart speaker with a built-in screen, according to people familiar with the company’s strategy.

Beyond traditional ads, the movie franchise “Minions” and musical film “The Greatest Showman” have bought ad space on the cardboard boxes and bags Amazon uses for delivery.

In September, Verizon Communications Inc.offered a $5 Amazon gift-card credit to users who scanned a bar code on their Amazon Prime Now delivery bags to check the availability of its Fios fiber-optic service at their address. John Nitti, Verizon chief media officer, called it a “next-gen approach to direct mail.”

This summer, General Mills Inc.’s Petits Filous kids yogurt brand paid to add instructions on Amazon Pantry boxes for kids to craft them into rockets, airplanes and ships. The instructions went on more than 200,000 orders in the U.K.

“We could have chosen anyone that does traditional deliveries,” said Rahul Gursahani, a Northern Europe marketing manager at General Mills. “The credibility Amazon brings today: You can’t beat that.”

Amazon/Financial/Amazon.com, Inc. (AMZN) Q4 2018 results - earnings call transcript.docx

Amazon.com, Inc. (AMZN) Q4 2018 results - earnings call transcript

Amazon.com, Inc. (NASDAQ:AMZN) Q4 2018 Earnings Conference Call January 31, 2019 5:30 PM ET

Company Participants

Dave Fildes - IR

Brian Olsavsky - CFO

Conference Call Participants

Justin Post - Merrill Lynch

Mark Mahaney - RBC Capital Markets

Doug Anmuth - JPMorgan

Mark May - Citi

Heath Terry - Goldman Sachs

Brian Nowak - Morgan Stanley

Colin Sebastian - Robert W. Baird

Lloyd Walmsley - Deutsche Bank

Eric Sheridan - UBS

Jason Helfstein - Oppenheimer

Dan Salmon - BMO Capital Markets

Ross Sandler - Barclays

Operator

Thank you for standing by. Good day, everyone, and welcome to the Amazon.com Q4 2018 Financial Results Teleconference. At this time, all participants are in a listen-only mode. After the presentation, we will conduct a question-and-answer session. Today's call is being recorded.

For opening remarks, I will be turning the call over to the Director of Investor Relations, Dave Fildes. Please go ahead.

Dave Fildes

Hello, and welcome to our Q4 2018 financial results conference call. Joining us today to answer your questions is Brian Olsavsky, our CFO. As you listen to today's conference call, we encourage you to have our press release in front of you, which includes our financial results as well as metrics and commentary on the quarter. Please note, unless otherwise stated, all comparisons in this call will be against our results for the comparable period of 2017.

Our comments and responses to your questions reflect management's views as of today, January 31, 2019 only, and will include forward-looking statements. Actual results may differ materially. Additional information about factors that could potentially impact our financial results is included in today's press release and our filings with the SEC, including our most recent annual report on Form 10-K and subsequent filings.

During this call, we may discuss certain non-GAAP financial measures. In our press release, slides accompanying this webcast and our filings with the SEC, each of which is posted on our IR website, you will find additional disclosures regarding these non-GAAP measures, including reconciliations of these measures with comparable GAAP measures.

Our guidance incorporates the order trends that we've seen to date and what we believe today to be appropriate assumptions. Our results are inherently unpredictable and maybe materially affected by many factors, including fluctuations in foreign exchange rates, changes in global economic conditions and customer spending, world events, the rate of growth of the Internet, online commerce and cloud services, and the various factors detailed in our filings with the SEC.

Our guidance also assumes, among other things, that we don't conclude any additional business acquisitions, investments, restructurings or legal settlements. It's not possible to accurately predict demand for our goods and services, and therefore, our actual results could differ materially from our guidance.

With that, we'll move to Q&A. Operator, please remind our listeners how to initiate a question.

Question-and-Answer Session

Operator

[Operator Instructions] Thank you. Our first question comes from the line of Justin Post with Merrill Lynch.

Justin Post

Great. Thank you. I guess I'll ask about units, 14% in the quarter, just, how do you feel about the overall unit growth here, given that the growth was higher last year in the 20s and do you think there are some investments you can make in other areas to kind of reaccelerate that going forward?

And then secondly, just if you could remind us or help us understand the Prime accounting change impact on subscription revenues in Q4? Thank you.

Brian Olsavsky

Take the subscription first.

Dave Fildes

Yeah. Hey, Justin, this is Dave. Just on the second question on the subscription services, we’d said on the last call, you probably remember, related to the adoption of the accounting standards update and revenue recognition policies that was impacting our results in a number of areas in 2018. We’d said we'd anticipated about 300 million lower sort of headwind to subscription services revenue due to the accounting change. So that's where we came out for the quarter. So you'll see that, we reported subscription services revenue increased 26% when you exclude FX. So the 300 million is certainly part of that decelerate -- the sequential deceleration in the growth rate in that line item.

Brian Olsavsky

Yeah. And on unit deceleration, I think the unit numbers more and more require some interpretation, because it doesn't include the -- some of our fastest growing areas, the things like, as Dave mentioned, subscription services, AWS, advertising, Whole Foods units are not in that number. So we don't focus as much on the number and we direct you more to the supplemental revenue guidance that breaks out the component parts. But in general, we feel good about the growth in the quarter.

We think it was a, Q4 in particular was a great quarter for customers that retail, there is a lot of strength in the retail part of the businesses, the teams here had done a great job, planning, preparing and then executing on the quarter. AWS maintained a very strong growth rate and continued to deliver for customers. We had a great Reinvent Conference in the quarter. So we feel good about the growth in the quarter and also the total revenue and income.

Operator

Thank you. Our next question comes from the line of Mark Mahaney with RBC Capital Markets.

Mark Mahaney

Thanks. If you want to just comment a little bit on the international revenue outlook and any commentary on India and whether you think there's a material impact on your business?

Secondly, could you talk about advertising revenue, just qualitatively or quantitatively, how that's doing? And third, if I could, you spent a lot on marketing in the quarter, it's a real step up. Do you just want to talk about the ROI that you think you're getting on that marketing spend?

Brian Olsavsky

Sure, Mark. The first question is on India. Let me start with that. So we have incorporated into our guidance estimate, the best estimate we have for Q1 in India, however, there is much uncertainty as to what the impact of the government rule change is going to have on the e-commerce sector there. We remain committed to complying with all laws and regulations, we will, but we're evaluating the situation. Our main issue and our main concern is trying to minimize the impact to our customers and sellers in India. We've built our business around price selection and convenience. We don't think the changes help in those dimensions for both the customers in India and also the sellers.

Dave, why don’t you talk about the advertising growth?

Dave Fildes

Yeah, yeah. I think I mean, we're continuing to -- there's a lot of focus on serving that customer set. One of the things we're trying to do is continually evolve our tools and the products to help that customer set agencies, advertisers, make sure they've got a variety of ways to meet their goals. Some of the things we've done more recently over the last few months or so is expanded sponsor brands, placements, some rolled out new campaign reports, so improved campaign manager features. So a number of -- there's a number of things beyond that, but features out there that are just going to, I think, make it easier for companies to grow with the ad tools and the ad services that we offer and we're continually excited about the opportunity there.

Brian Olsavsky

And then on your question of marketing, yes, the marketing percent of revenue was up 110 basis points year-over-year. This category also includes AWS sales and marketing and keep that in mind, because that's where a lot of our headcount investment is going. Headcount only grew 14% year-over-year, but the areas that were growing in that mix were things like technology teams, device areas, AWS, especially sales and marketing. So variable marketing was pretty consistent with prior periods and we feel good about our return on investment on the marketing, the variable marketing.

Operator

Thank you. Our next question comes from the line of Doug Anmuth with JPMorgan.

Doug Anmuth

Great. Thank you. I just wanted to follow up on India, just bigger picture, Brian, the new policies change your view at all of the attractiveness or the potential of operating in India and how do you think about your investment strategy there in the near term? And then also just hoping you could talk about some of the impact in the US and UK from free shipping during the fourth quarter holidays?

Brian Olsavsky

Yeah. Really, we're still evaluating the situation in India. We feel very good about the long term prospects in India and doing a good job for both Indian customers and Indian sellers. The new regulations need to be interpreted, need to be -- need to make sure they don't have unintended consequences. And again, I don't think it's necessarily consistent with better price, better selection and better convenience for the Indian customer. So it's not all we can say on that topic right now.

Dave Fildes

Yeah. And I think Doug, your second point was just around shipping, some of the shipping offers in the holiday. We did lower the free shipping threshold ahead in to the fourth quarter, so customers took advantage of that and that was a great offer for them in the holidays. Brian talked a little bit about it before, but pleased with the holiday season, both from sort of a first party side, but also sellers continuing to do well. As part of the holiday offering, we sold a number of record breaking number of Alexa devices as well and I think just in that shipping vein, really pleased with the continued engagement from Prime members, we had the most ever number of Prime members sign up this quarter than any quarter we've had. So really pleased with that.

Operator

Thank you. Our next question comes from the line of Mark May with Citi.

Mark May

Thank you. When I try to back out the impact factors like Whole Foods, the advertising accounting change and other factors, what I see is stable and pretty healthy revenue growth for the retail segment, but a slowdown in Q4 from what seems to have been, in more recent quarters, meaningful gross margin expansion in the retail segment. Can you discuss what may have driven that and how to think about retail gross margins going forward?

And then somewhat separately, retail margins last year benefited from several factors, including more modest hiring and more modest growth in fulfillment center capacity, do you see these factors persisting this year? Thanks.

Dave Fildes

Yeah. Thank you. Let me start with that last part, because I think if we step back and put 2018 in perspective, there are some clear trends regarding our cost structure. Starting with fulfillment costs, so in the prior two years, 2016, and 2017, we had grown our square footage tied to fulfilment and shipping by greater than 30%. In 2018, that number grew by 15%. Certainly, unit demand was lower, but AFN or Amazon Fulfilled demand were, we’ve combined FBA and retail, remained strong. So we had a banking, if you will, of some large expansions in the prior two years. Similarly on headcount, we grew headcount by 48% in 2016, 38% in 2017, if you exclude the acquisitions of Whole Foods and Souq, which drove the number up to closer to 68% I believe. Last year, we were at 14% growth. And so, there was a lot of leverage and a lot of, in a way, there was a lot of pre hiring in 2017 that we digested in 2018, while we still continue, in some areas, especially things like our core retail business and also G&A functions, but then we continue to invest again in the technology tied to AWS sales team to an AWS device area. So their groups are growing considerably higher than that 14%, but on total, the company grew 14%.

And then on capital, especially infrastructure capital, if you use the capital lease slide as maybe an indicator for what we have invested into our AWS business to support infrastructure and global expansion, that number grew 10% last year, when it had grown 69% in 2017. So in a lot of ways, 2018 was about banking the efficiencies of investments in people, warehouses, infrastructure that we had put in place in 2016 and ’17. So while we'll continue to concurrently drive growth and customer offering and Prime benefits, we certainly do take costs seriously and we will continue to work on operational efficiencies. I would expect these investments to increase relative to 2018 and we've reflected what we see so far in Q1 in our guidance.

Operator

Thank you. Our next question comes from the line of Heath Terry with Goldman Sachs.

Heath Terry

Great. Thank you. A little bit -- to dig a little bit deeper into the CapEx capital lease side of things, you guys have said in the past that generally you work to build in line with your expectations for guidance, so that you are trying not to over build or under build when thinking about your fulfilment in data center capacity. We saw that investment re-accelerate in the fourth quarter, after hitting the lows that you referenced in Q3. Anything to read into that about sort of what your expectations are for growth in those businesses, seeing that reacceleration after the deceleration that we saw over the course of at least the first three quarters of last year.

Brian Olsavsky

Yeah. I see total CapEx that was -- grew 33% in Q1, 1% in Q2, negative 1% in Q3 and then positive 17% in Q4, just the quarter itself. So there was, as you say, a bit of investment in Q4 relative to Q2 and Q3. I still think the 17% is a low number for us, when you talk about the -- supporting the AWS business that's still growing in a very high clip and a very strong and healthy growth in FBA and customer demand and our expansion into new countries, both with AWS and also with our core consumer business. So I am not prepared to give you the forecast for the year right now. I would say that, I would consider 2018 to be a lighter investment year and the lighter year for adding fixed headcount certainly compared to 2016 and 2017 we'll reveal that as we go through the year, but we've built into the first quarter what we expect in the first three months.

Operator

Our next question comes from the line of Brian Nowak with Morgan Stanley.

Brian Nowak

Thanks for taking my questions. I have two. Just -- the first one is to go back to the fourth quarter gross margins. I think if we try to back out AWS, it looks like there was a little more gross margin pressure. Can you just talk to any of the puts and takes we should know about from a gross margin perspective in the fourth quarter and then that other line that I think includes the advertising business, can you just help us, any help at all on the growth of the advertising business or the impact of any of the accounting changes in the quarter? Thanks.

Brian Olsavsky

Yes. Sure. I’m sorry I skipped over that gross margin question earlier, but yeah, gross margins were well up 180 basis points year-over-year, were not up as much as prior quarters. I would say the positive tailwinds still remain, AWS has strong growth of 46% on an FX neutral basis. Third party units continue to grow, advertising dollars continue to grow very well. Some of the headwinds, I would say, were outbound shipping cost, including the free shipping that we did, but mostly, it was the higher Amazon fulfilled units and the greater use of Amazon logistics. And I would also say retail was very strong.

We had a, as I think Dave mentioned, the Echo Dot was the highest selling unit globally, so devices had very strong sales in the quarter. We discussed how we don't price devices to make money. We usually will expand our content, expanding our device and usage. There are a group of customers who use our devices and then we monetize that in different ways to commitment to Amazon and the video and everything else. So a bit of it was mix, but I would say this retail, which has a lower gross margin more because of the revenue treatment was stronger in Q4.

Dave Fildes

Yeah. And just on the other revenue piece, Brian, just to get back to the accounting side. We did adopt that revenue recognition standard in 2018 as I mentioned. As part of the adoption, certain advertising services were classified as revenue rather than a reduction of cost of sales. So specific to Q4, the impact of that change was an increase of approximately $1 billion to other revenue, so you will see that in the other revenue in total.

Operator

Thank you. Our next question comes from the line of Colin Sebastian with Robert W. Baird.

Colin Sebastian

Thanks. I guess two for me as well. In the quarter, looking backwards, not considering India and the impact going forward, but the international growth accelerated, so I was curious any particular regions or product categories to call out, especially given some of the weakness in the UK? And then marketplace fees are changing in several categories, including Home Furnishings, health and beauty, curious what the strategy is there, I assume to expand selection, but is it also an indication of an increasing focus on those retail categories? Thanks.

Brian Olsavsky

Sure. Let me start with your second question. Obviously, third party sellers are an important part of our value proposition there. They’ve had great success on our site, the -- more than half of our units sold are from third party sellers. So it's very important to us that we have the right business profile, both for Amazon and for the sellers. So we will always be evolving that, part of that involves changing fee structures, sometimes, adding new fees or subtracting old ones, part of it involves raising or lowering fees that sellers pay. So you're going to see this continually from us. We generally work to change the fees to make sure that the incentives are strong on both sides and we continue to have a healthy growth in third party.

On the international, on an FX neutral basis, the growth was 15% in Q3 and 19% in Q4. But last call, if you remember, I talked about the timing of Diwali and the impact that had on our growth rates. If we adjust for that and again Diwali had, took place primarily in Q4 this year and it was split between Q3 and Q4 last year. If we adjust for that, international growth is pretty flat Q3 to Q4.

Operator

Thank you. Our next question comes from the line of Lloyd Walmsley with Deutsche Bank.

Lloyd Walmsley

Thanks. Two if I can. First, just on the advertising side, we hear a lot of positive feedback from customers, but also we hear suggestions of their supply constraints. So, how do you guys see inventory growth versus pricing growth as a driver in that business and are there things you can do to grow inventory?

And then secondly, there have been some reports, your Amazon shipping effort is kind of expanding beyond some test markets. So wondering if you can give us a sense for what you've seen in this test markets and how you think about expanding your shipping efforts on that productized basis going forward? Thanks.

Brian Olsavsky

Yeah. Lloyd, thanks for the questions. I'll take the advertising piece first. I mean, I think as I talked before, we're working on the improving usability of tools. I mean, our priorities in the space, that's certainly one of them looking for ways to make smarter recommendations, addressing the needs of brands, automating activities, incenting new products and I think in all those regards in those priorities, we think there's some good growth to continue to come both in advertising for on our own properties, but also potentially beyond, over the longer term, so, but even as we look for advertising opportunities on places like Amazon.com, we think there's a lot of opportunity and a lot of experimentation. I think we're learning and are a very data interested company and working with a lot of great brands to be able to develop better toolkits for them, understand what types of metrics they want to make them more successful based on what they're telling us.

Dave Fildes

Yeah. And on transportation, I assume you're just talking about our expansion of Amazon deliveries and Amazon logistics. Again, we have great partners in place for our business and support globally, what we do is add capacity where we feel we need to speed up service or ensure demand, particularly at peak. So we will continue to build out our DSP and flex and chip with Amazon programs. So during the quarter, it was a much bigger presence obviously year-over-year, so we're happy with that, both from a performance standpoint, the delivery estimate accuracy as we call it was very strong on our self-delivered products and also the cost profile is very good as well.

Operator

Our next question comes from the line of Eric Sheridan with UBS.

Eric Sheridan

Thanks for taking the question. Maybe two if I can. One on the media side, has there been any step-up in terms of investments around media content to support your ambition with respect to Prime and the video. It's been a couple of years now since we got an update on rate of spend or how it might impact either historical periods or going forward periods, that would be number one.

And then number two, going back to Lloyd's question on the advertising front, how do you think about the video opportunity, you're moving beyond just branded opportunities or sponsored products search on your own properties and thinking about experimenting with over the top video or connected TV opportunities [indiscernible] going forward. Thanks so much.

Brian Olsavsky

Yeah. Let me start with video. We're not quantifying the Prime video spend today, but we do – it has been increasing. We expect it to increase even further in 2019. We're seeing a lot of again continued strong adoption and the usage and viewing and hours watched of our -- both our music and our seasoned video and music. And as a step back, it builds stronger Prime connectivity with our Prime members, at least, the higher membership renewal rates and higher overall engagement. And as we like, we see -- we continue to see that engagement growing. I would say that we've had some particular success in -- recently with 10 Golden Globe nominations and 3 Oscar nominations and Jack Ryan homecoming in season two of the [indiscernible] in particular, were very well received during the quarter.

Dave Fildes

Yeah. And then on your second question, just around advertising opportunities and around video, you may have seen it not that long ago, IMDB or Internet Movie Database, one of our subsidiaries, launched FreeDive, which is an ad supported free streaming video channel that's available in the US and it enables customers to watch TV shows and movies without purchasing a subscription. So ad supported, so that's available on the IMDB website with your laptop or personal computer on. I think it's definitely on the Fire TV devices as well is a great way to consume content.

So I think excited about that, other opportunities we've been working with in ads, video for a bit longer period of time have been things like our sports offering, some of the live sports that we've done, things like Thursday Night Football, really like the success that we've seen on those and been learning from that and looking forward to pursuing more opportunities to engage and serve with customers with those types of video offers, but also take some opportunity to monetize with the advertising.

Operator

Our next question comes from the line of Jason Helfstein with Oppenheimer.

Jason Helfstein

Thanks. Just two, so just can you comment, did advertising slow down relative to third quarter. One, you kind of adjusting for 606 and then secondly, was there any reallocation in segments between online and physical stores and if not any commentary why physical stores was down year-over-year? Thanks.

Brian Olsavsky

Yeah. Thanks, Jason for your questions. Let me start with the physical stores revenues. So physical stores decreased 3% year-over-year and this is primarily Whole Foods, but also includes our other stores, the Amazon Books stores, Amazon Go, Amazon 4 star. What happened in the quarter was we were lapping a period last year when we – we had purchased Whole Foods in Q3, as you remember of 2017. In Q4, we adjusted their fiscal calendar to link it up with Amazon's and it added about 5 days of revenue into Q4 of last year. So we're comping that year-over-year.

The second piece is that, the -- as you said, the online orders where people go to the Prime Now app and then order for delivery or pick up at Whole Foods stores does count or is counted in the online stores component of revenues. So if you adjust for those, with the Whole Foods growth year-over-year on an apples-to-apples basis was approximately 6%. Because of some of those, again, mostly the year-over-year accounting days, true up issue, it's showing up as negative 3% in physical stores.

Dave Fildes

Yeah. And then just on your second question around advertising, if you look at the other revenue, the growth rate decelerated some. So it's at 97%, still very strong, year-over-year growth in the fourth quarter in other revenue as I think you're aware, there are a number of components, but the largest by a good margin is the advertising revenue and we are comping a period of rapid growth in the prior year, so that is part of the factor there as you mentioned, but I’d just reiterate, we're continuing to see quite strong adoption across Amazon’s vendors, sellers, authors, all types of advertisers that are utilizing that.

Operator

Thank you. Our next question comes from the line of Dan Salmon with BMO Capital Markets.

Dan Salmon

Good afternoon, everyone. Brian, can we just return to your comment earlier about the increased use of Amazon logistics, not a surprise there, but just curious through the holiday season, any particular learnings that you can offer some color on and how you view the balance between using your own proprietary logistics versus third parties as you go into 2019?

And then just a quick follow-up, obviously the HQ2 news came out during the quarter, what would you highlight as maybe the most important next steps there and maybe some color on the feedback from that process, I would be interested to hear that as well? Thank you.

Brian Olsavsky

Yes, sure. So let’s start with HQ2. Of course, in November, we announce we selected New York City and Northern Virginia and between the two cities, we will be investing $5 billion and creating more than 50000 jobs. We also announced a Operations Center of Excellence to be opened up in Nashville, which is about -- estimated to be about 5000 jobs. So right now, we're working through some next issues in both cities. We’re looking forward to investing in New York and Northern Virginia and being a good community partner as well as Nashville. So not really much else to report at this time on that.

On your comment or question on transportation, we do continue to expand our Amazon logistics and delivery capability and it also matches up with our faster ship speed that we're seeing for Prime members as well. We added, of course, we have over 100 million items that customers would get within two days, but there's now over 3 million that will be delivered within one day or faster in 10,000 cities in town. So Amazon deliveries are a big part of that. Again, we have great third party partners as well in the transportation space. What we like about our ability to participate in transportation is that a lot of times, we can do it at the same cost or better and we like the cost profile of the two.

We can also invest selectively because we have more perfect information we know where our demand is, we know where we're moving things between warehouses and sort centers and by not involving third parties all the time, we can find that we can extend our ship cut offs, or excuse me, our order cutoffs and we've done that over the last few years. So that's also another helpful side benefit for consumers when we are doing our own logistics, excuse me, transportation final delivery.

Operator

Thank you. Our final question comes from the line of Ross Sandler with Barclays.

Ross Sandler

So the AWS operating margins historically kind of move around a bit. Any color on what drove the decline sequentially from 3Q to 4Q? And then I guess going back to the investment catch up theme, it sounds like 2019 will be a little bit more aggressive push from you guys. Can you parse out whether you expect the pace of retail margin expansion that we're seeing in North America right now, is that going to continue and most of these investments are going to be in international and some of the stuff going on in India and any color on the North America operating margin trajectory? Thanks.

Brian Olsavsky

Yeah. Sure. Let me start with the AWS operating margin, as you called it out. That number will move around, we're very pleased with the 29.3% that we saw during the quarter. Of course, at any point in time, this business is going to be a combination of lowering prices, expanding geographically, adding people to build, especially tech teams and sales teams to build new and innovative products and staying very relevant and ahead of our customers’ minds. And infrastructure, well again, it will balance between quarters a bit.

Our capital lease expenditure in Q4 was a bit higher than the prior three quarters. That had slight impact on the operating margin, but again year-over-year, operating margins were up and were almost 280 basis points. We've said quite openly that this is going to bounce around. What we do is to create great value for the customer on one end and then work to minimize our cost of infrastructure and we're getting more and more creative around getting efficiency up and getting our cost of acquisition down.

Dave Fildes

Thanks for joining us on the call today and for your questions. A replay will be available on our Investor Relations site at least through the end of the quarter. We appreciate your interest in Amazon and look forward to talking with you again next quarter.

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Amazon/Grocery/2018/New era at Amazon’s Whole Foods grates on some suppliers, employees.docx

New era at Amazon’s Whole Foods grates on some suppliers, employees

Suppliers fight fees, while workers push to unionize a year after merger

By Heather Haddon and Laura Stevens, Wall Street Journal, 2 July 2018

Since buying Whole Foods last August, Amazon has been making its mark on the supermarket, and not everyone is happy about the changes.PHOTO: MELISSA LYTTLE FOR THE WALL STREET JOURNAL

Amazon.com Inc. AMZN 0.18% has infused Whole Foods with its efficient, data-driven ethos in the year since it bought the natural grocer. But not all Whole Foods employees and suppliers are happy about that.

Suppliers say they are angry at the higher rates Whole Foods now charges them to sell their products there, with some refusing to sign new contracts. At Whole Foods stores, hundreds of layoffs have upset workers and led to calls for unionization.

“There has never been a time in Whole Foods’ history more ripe for widespread labor organization,” a group of employees wrote in a letter last month as part of their efforts to organize workers.

Amazon and Whole Foods spokeswomen declined to comment.

A year after Amazon bought Whole Foods for $13.5 billion, the e-commerce company is making its mark on the nation’s largest natural and organic supermarket. Year-over-year sales at Whole Foods stores are up since the takeover, as consumers respond to new delivery options and enhanced benefits for Amazon Prime members. The store recently introduced 10% discounts for Prime members at all 460 stores, and it offers two-hour delivery in 19 cities.

Employees said Amazon’s changes since its August purchase closed have been gradual and considered, and many said they were relieved that activist investors are no longer putting pressure on Whole Foods, as they were in 2017 after two years of falling sales and before the chain sold itself to Amazon.

One thing that hasn’t changed: Whole Foods co-founder John Mackey is still at the helm and continues to spend time in stores, talking to employees and checking out operations.

Still, Amazon is exerting its influence. Whole Foods has hired workers from Amazon, including a new head of compensation and benefits who worked at Amazon’s Seattle headquarters for nearly four years as senior compensation manager. Amazon also has been looking for a Seattle-based executive to develop products for Whole Foods and work with the companies “on everything from strategy to execution,” according to a job posting.

At the same time, Whole Foods is laying off hundreds of in-store marketing employees who filled out chalkboard signs and organized local events. Monday is their last day. More finance and purchasing decisions are being made at Whole Foods headquarters in Austin, Texas. Whole Foods executives say that centralization is making the company nimbler and saving money.

“Please note this wasn’t an easy decision and isn’t a reflection of the dedication of the work you do,” Whole Foods leaders said in a recent conference call announcing the cuts to marketing employees in the Midwest, according to an audio recording reviewed by The Wall Street Journal.

For many suppliers, Amazon is helping spur Whole Foods sales after two tough years. Cereal maker Kashi Co. and kombucha brewer GT’s Living Foods are some of the health-food brands whose sales have grown since the deal, according to data firm inMarket.

But many suppliers are angry that Whole Foods has added fees of at least 3% to restock shelves and run promotions for vendors who sell about $300,000 in products annually. The increases surpass what rival chains routinely charge for merchandising changes, food-company executives said.

“A lot of our members are perplexed, just completely dumbfounded,” said Phil Kafarakis, president of the Specialty Food Association, which represents both suppliers that have gone along with the new fees and ones that have refused.

Whole Foods planned the fee increase before Amazon’s acquisition, but executives are now using the promise of wider, Amazon-fueled sales to push suppliers to agree to the charges.

“We are excited about the new growth opportunities that exist as we continue to innovate with Amazon,” Whole Foods wrote in a recent email to vendors who hadn’t agreed to new contracts. “Unfortunately, we have yet to receive your full commitment to support the program.”

Whole Foods says the fees and centralized merchandising strategy mean that suppliers’ goods will be displayed and promoted more consistently, helping drive sales. There will also be additional marketing efforts, according to the company.

Many food companies say they have no choice but to go with the tougher terms.

“You play ball,” said Donald Snyder of Green Hasson Janks LLP, a Los Angeles-based accounting firm that met with clients last month to discuss the changes at Whole Foods. “They are a great source of revenue.”

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Amazon/Grocery/2018/Amazon tests its cashierless technology for bigger stores.docx

Amazon tests its cashierless technology for bigger stores

Online giant tries to overcome challenges caused by retail spaces with higher ceilings, more products

By Heather Haddon and Laura Stevens, Wall Street Journal, 2 December 2018

An Amazon Go store in Chicago. Each of the seven convenience stores—located in Seattle, Chicago and San Francisco—is typically less than 2,500 square feet and sells drinks, prepared foods and groceries. PHOTO: STACEY WESCOTT/CHICAGO TRIBUNE/TNS/ZUMA PRESS

Amazon.com Inc. AMZN -0.56% is testing its cashierless checkout technology for bigger stores, according to people familiar with the matter. If successful, the strategy would further challenge brick-and-mortar retailers racing to make their businesses more convenient.

The online retail giant is experimenting with the technology in Seattle in a larger space formatted like a big store, the people said. The systems track what shoppers pick from shelves and charges them automatically when they leave a store. Although the technology functions well in its current small-store format, it is harder to use it in bigger spaces with higher ceilings and more products, one of the people said, meaning it could take time to roll out the systems at more larger stores.

It is unclear whether Amazon intends to use the technology for Whole Foods, although that is the most likely application if executives can make it work, according to the people. Amazon has previously said it has no plans to add the technology to Whole Foods.

A spokeswoman for Amazon declined to comment. Whole Foods declined to comment.

The cashierless system is already in use at seven Amazon Go convenience stores in Seattle, Chicago and San Francisco. The company plans to build more of these small stores, according to one of the people familiar with the matter. Each is typically less than 2,500 square feet and sells a range of drinks, prepared foods and groceries.

Bigger Amazon Go stores would represent another threat to traditional grocers disrupted by the online retail giant’s rapid advance into food retail. Whole Foods, which Amazon acquired for roughly $13.5 billion in 2017, has since added grocery pickups and one-hour delivery. It also has lowered prices for Amazon’s Prime members.

Some Whole Foods customers say they don’t want to see the cashierless checkout system at a chain known for its high quality of customer service.

“They need to be careful not to break what has made that business successful in the first place,” said Dennis Keim, a 65-year-old retiree from Lincoln, Neb., who shops at Whole Foods at least once a week.

Amazon has moved deeper into physical retail over the past few years after more than two decades shaping how people shop online. The company has opened more than a dozen bookstores and pop-up shops across the country.

Amazon also has continued to improve the technology inside the Amazon Go stores that first opened to the public earlier this year.

“We’re new to physical space, but it’s important for us,” said Dilip Kumar, vice president of technology at Amazon Go, on a recent tour of the first of those stores in San Francisco. “It tends to build a lot of habit.”

To use Amazon Go, customers scan an app-generated code on their phones as they walk in, then pick up what they want and leave without stopping to check out. Video cameras and other devices track customers as a three-dimensional object throughout the store, charging them for what they take.

Deploying the technology in a Whole Foods store, typically 40,000 square feet and home to some 34,000 items, would be a bigger challenge. Whole Foods sales are driven by produce items, for instance, whose prices vary by weight. Tracking them would be more complicated than tracking packaged foods of uniform shapes and sizes.

Scott Cederberg, a 38-year-old software engineer who bought a yogurt at the Amazon Go store in San Francisco recently, said he would be willing to try a bigger grocery store using the cashierless format.

“It would be convenient not to wait in checkout lines,” he said.

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Amazon/Competitors/America’s biggest supermarket company struggles with online grocery upheaval.docx

America’s biggest supermarket company struggles with online grocery upheaval

Kroger adjusts operations and invests in technology to hang on to customers who avoid stores; ‘we’ve got to get our butts in gear’

By Heather Haddon, Wall Street Journal, 21 April 2019

A Kroger supermarket in Cincinnati in 1948. PHOTO: BETZ-MARSH STUDIO/CINCINNATI MUSEUM CENTER/GETTY IMAGES

Nobody can say Rodney McMullen doesn’t know the grocery business. He started as a bagger at Kroger Co. when he was in college, rising through the ranks to become chief financial officer, then chief executive officer, of America’s biggest supermarket chain.

But can he lead the 2,764-store Cincinnati-based company through the changes upending the supermarket industry?

“You are in Cincinnati. You are a conservative bunch of people,” said Bill Smead, chief executive of Smead Capital Management and a Kroger investor. “Does anyone’s blood pulse through their veins with an entrepreneurial bent?”

Not since Walmart Inc. first pushed into groceries in the late 1980s have traditional chains faced so many challenges. E-commerce is transforming the business, forcing cash-strapped companies to overhaul their operations and invest heavily in technology and talent to keep customers from straying to Amazon.com Inc. At the same time, they have to keep food prices as low as consumers have come to expect.

Kroger CEO Rodney McMullen says he believes the company has devised a plan to help...

Kroger CEO Rodney McMullen says he believes the company has devised a plan to help it grow again. PHOTO:SANGSUK SYLVIA KANG/THE WALL STREET JOURNAL

The transition has proven rough for Kroger, which stayed focused on store sales long after mass-merchant competitors were investing in online-ordering technology and delivery services. Executives have debated which investments to make and how drastically to change the company’s business model. Some would-be technology partners have been turned off by what they see as the grocer’s conservative culture—including members of one group who stormed out of a meeting in protest.

Mr. McMullen knows it is a pivotal moment for the company and that investors are concerned. “We’ve got to get our butts in gear,” he said in an interview. “There was no doubt we were behind.” He said he believes Kroger executives have devised a plan to help it grow again.

Few American retailers have managed the online transition smoothly. Target Corp. and Walmart struggled before improving stores and e-commerce operations. Sears Holdings Corp. filed for bankruptcy protection in October. Toys “R” Us was liquidated in March 2018.

Online ordering and delivery has been around in the U.S. grocery business for decades, but it hasn’t caught on as rapidly as it has in other sectors. Many U.S. shoppers live close to supermarkets and prefer to select food from the aisles. That is changing as more young people form families and older people get more comfortable ordering online. One option proving especially popular is for consumers to order groceries online for pickup in a store’s parking lot.

Online purchases account for just 5% of the roughly $1 trillion U.S. food and consumer-product market, according to Nielsen. Yet online sales are growing 40% annually, while in-store sales have been flat for years.

“It’s like driving on the autobahn,” Mr. McMullen told investors last fall. “It’s incredibly exciting. But there’s a lot going on, and it’s going on fast.”

Years ago Walmart became the largest food seller in the U.S., while Kroger remains the biggest supermarket chain by stores and sales. Walmart boosted its delivery business with its 2016 purchase of Jet.com, bringing on Jet executives to accelerate online grocery sales. Target bought Shipt Inc., another grocery delivery service, in 2017. And Amazon broadened its reach into the grocery business by buying Whole Foods in 2017, although it, too, has struggled with online delivery of groceries.

To catch up, Kroger has budgeted $4 billion for investments, including warehouses managed by robots, a meal-kit company and digitally enabled shelves that market products to customers through LED displays. Last year, it formed a partnership with an autonomous-vehicle startup, Nuro Inc., and started selling its line of natural and organic products on Alibaba Group Holding Ltd.’s Tmall site in China.

Those investments are denting its profits at a time of intense competition to sell groceries cheaply. Its shares are down 17% since June 2017, when Amazon said it would buy Whole Foods, and have dropped after five of Kroger’s eight latest quarterly earnings reports.

Sapphire Star Capital, an investment fund, sold a $350,000 stake in Kroger in September. “We just had to cut them loose,” said Michael Borgen, the fund’s chief executive. “They just got too volatile.”

Kroger has invested in Ocado Group to build a network of automated warehouses for online...

Kroger has invested in Ocado Group to build a network of automated warehouses for online retail akin to this Ocado facility in the U.K. PHOTO: PETER NICHOLLS/REUTERS

John San Marco, a research analyst at Neuberger Berman, an investment-management firm that owns Kroger stock, said the company is doing the right thing by investing in online operations, even if it dents profitability in the near term. “Kroger is in the very early innings of a business transformation,” he said. “This isn’t a one and done.”

Mr. McMullen, who became CEO in 2014, has acknowledged that Kroger was slow to invest online. He said many competitors also avoided investing in online operations until recently. On Kroger’s latest earnings call in March, he sought to reassure investors that Kroger’s investments will pay off. “You have to start somewhere, and you have to learn,” he said.

Kroger has a record of dabbling in digital projects without committing to more significant changes to its business, current and former employees say.

In 2000, when Mr. McMullen was CFO, Kroger canceled a pilot delivery program in Columbus, Ohio, because of low demand. Another pilot has been running at Kroger’s King Soopers chain in Denver for two decades without expanding to additional parts of the country.

Another such effort began about seven years ago when executives were told that Amazon had surpassed Kroger as a top seller of Procter & Gamble Co.’s diapers.

Kroger is experimenting with using autonomous vehicles to deliver groceries.

Kroger is experimenting with using autonomous vehicles to deliver groceries. PHOTO: KROGER/ASSOCIATED PRESS

At the time, Kroger’s digital-operations staff fit into a small room at its Cincinnati headquarters. They started meeting every Friday at 7 a.m. to discuss ways to improve Kroger’s digital efforts. The operation soon expanded.

Kroger didn’t have the infrastructure to ship goods to customers. Building warehouses and wooing tech talent to build an online-grocery portal would have cost hundreds of millions of dollars, employees say.

Kroger managers remained focused on their stores, where sales determine their compensation and chances for advancement. Some believed boosting online sales would create extra work and distract the company from maximizing store revenues, former executives said.

“Most of us, when we say the digital world, automatically conclude that e-commerce is where everything is going,” then-CEO David Dillon told investors in 2013. “I don’t draw that same conclusion.” Reaching customers digitally also included things like online coupons and social media, he said.

Amazon continued to siphon diaper sales from Kroger and other retailers, notching roughly $500 million in diaper sales last year, according to estimates by market research firm Edge by Ascential.

Kroger turned to acquisitions to boost its digital reach. It bought Vitacost.com, an online retailer of natural foods and supplements, for $280 million in 2014. But Kroger was slow to integrate Vitacost’s technology into its operations. That frustrated Vitacost’s founders and Kroger employees who had brokered the deal, according to people from both companies.

A meeting at Vitacost’s Boca Raton, Fla., headquarters soon after the deal closed underscored the divide. Vitacost employees suggested emailing promotions to customers so that discounts could be tweaked more often than through the paper circulars that Kroger planned months in advance.

Kroger executives balked, with one marketing head saying that Vitacost was a rounding error in the company’s overall balance sheet and it wouldn’t just change its promotional plans, according to people from both companies. Some Vitacost executives walked out in protest.

Kroger was slow to add a link to Vitacost on its website or place signs in its stores promoting Vitacost. Officials from the two operations clashed over whether to let Vitacost accept Apple Pay or PayPal, the people said. Vitacost’s revenue grew less than that company had expected. Engineers and executives left the company. Other Vitacost executives have remained at Kroger and helped on various technology initiatives.

Although Walmart is the largest food seller in the U.S., Kroger remains the biggest supermarket chain by stores and sales. PHOTO: ERIK S. LESSER/EPA/SHUTTERSTOCK

Some at Kroger acknowledge more could have been done to make its Vitacost investment pay off. “Some look at us and argue we haven’t done much with Vitacost,” said Michael Schlotman, who stepped down as chief financial officer this month and will retire at the end of the year. “It’s a fair assessment.”

Kroger now accepts PayPal on Vitacost but not its other e-commerce sites. It uses Vitacost’s technology for a ship-to-home grocery service that made its debut last year. Executives hope the service will win back business from Amazon’s subscription service for staple goods.

“It’s just starting to get legs,” Mr. McMullen said.

Kroger recently tried to partner with, invest in or acquire three different startups: Shipt, the online grocery delivery service; meal-kit company Plated; and Boxed.com, a bulk online retailer, according to people familiar with those efforts. None panned out.

Target bought Shipt in December 2017. National grocery chain Albertsons Cos. purchased Plated in 2017 for more than Kroger offered, according to people familiar with the negotiations. Boxed executives and investors balked over terms offered by Kroger in negotiations, talks stalled and Kroger never made a formal offer.

“They aren’t willing to pay enough to buy technical talent,” said one person involved in negotiations between Kroger and those startups.

Amazon broadened its reach into the grocery business by buying Whole Foods in 2017. PHOTO: JOHN MINCHILLO/ASSOCIATED PRESS

Yael Cosset, Kroger’s chief digital officer, declined to comment on any negotiations. He said the company tends to be more conservative in rolling out tech pilots that directly affect customers in stores, but has moved faster behind the scenes on other efforts.

Kroger officials say the company is now working with Microsoft Corp. , Oracle Corp. , IBM Corp. and other tech companies, and is spreading the word about Kroger to potential tech startup partners at the Cincinnati-based Cintrifuse startup investment fund.

“Kroger has been very bold in their vision,” said Luke Jensen, chief executive of Ocado Solutions, a division of U.K.-based automated-grocery company Ocado Group PLC that Kroger has invested in to build a network of automated warehouses for online retail in the U.S. “They are learning from us, but we are learning from them.”

Kroger spent years negotiating with Instacart Inc. before Amazon’s Whole Foods purchase spurred executives to strike a deal. Instacart now makes deliveries from more than 1,600 Kroger stores.

Some suppliers give Kroger executives credit for acknowledging the challenges they face. Last year, one grocery-delivery vendor told a Kroger technology executive that despite the company’s investments in automated online warehouses, it still wasn’t getting digital orders to customers as fast as its competitors.

The executive agreed, according to a person familiar with the conversation. To figure out how to make same-day deliveries, he told the vendor, Kroger might need to make another acquisition.

As the company tries to change, some senior executives are leaving. Mr. Schlotman is retiring after more than three decades at the company. Christopher Hjelm, the chief information officer who urged fellow executives to help him turn Kroger into “a technology company that just happens to sell food,” is also departing. Matt Thompson, the digital official who devised many of Kroger’s online pickup and delivery strategies, left earlier this month. Investment banker Robert Beyer is stepping down as lead independent director in June.

A Kroger spokeswoman said the retirements were long planned. Mr. McMullen has recruited new officials with technology experience at the executive and board levels, she said.

Executive bonuses have declined in the past two fiscal years, reflecting Kroger’s weaker sales. Financial filings show that executives hit less than 4% of their targets for performance-based bonuses in the last fiscal year, the lowest payout in at least two decades.

Mr. Cosset, the chief digital officer who is set to succeed Mr. Hjelm as chief information officer in May, has set ambitious time lines for opening online-pickup locations and other goals. Yet he has also been careful not to drift too far from Kroger’s focus on its stores.

“The traditional brick-and-mortar customer shouldn’t feel neglected,” he said.

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Amazon/Grocery/2018/Amazon Prime Pantry_ Everything you need to know.docx

Amazon Prime Pantry: Everything you need to know

Gia Liu, Digital Trends, 18 October 2018

The marvels of the internet have made it possible to do all your shopping from the comfort of your living room. Whether you’re buying a new shirt, the latest tech product, or even your groceries, you can do it all from the computer and wait for the items to show up on your doorstep a mere few days later. That’s right — you never even have to set foot into a grocery store ever again if you don’t want to. Amazon Prime Pantry is one such service that allows users to shop for groceries and household supplies while chilling at home. Here’s everything you need to know about Amazon Prime Pantry.

amazon takes costco sams club prime pantry

WHAT IS PRIME PANTRY?

Essentially, Prime Pantry is an online store that allows Amazon Prime members to buy nonperishable food items and household supplies in everyday package sizes. In other words, you won’t be able to buy the bulk wholesale sizes that you would find at Costco Wholesale or Sam’s Club. Prime Pantry allows Amazon to expand into the grocery and household supply sector, offering these items at cost-effective prices.

Free-trial and paid members of Amazon Prime and Amazon Prime Student can sign up for a Prime Pantry membership.

If you don’t already have an Amazon Prime membership, you can enjoy a 30-day free trial. When the trial period is over, you’ll pay $13 for a month-to-month plan, or $119 for a whole year. Prime Student members pay $6.49 per month, or $59 for a year.

what is prime pantry amazon tries to one up black friday with day 720x720

HOW DOES IT WORK?

Users can browse the Prime Pantry selection on the Amazon website, or via the Amazon app, to surf through thousands of food items and household supplies. Prime Pantry also offers weekly deals and coupons, with discounts on popular qualifying products.

Some products in the selection can only be purchased on Prime Pantry. Look for items marked with the blue-and-black “Prime Pantry” label to identify these exclusive items.

HOW MUCH DOES IT COST?

All Prime members get a free 30-day trial of Prime Pantry. After the 30-day period, Prime members will pay $5 every month to enjoy free shipping on all orders of $40 or more. Orders that are below $40 will cost $8 to ship. Only Prime Pantry items count toward the $40 minimum for free shipping, as non-Prime Pantry items are shipped separately.

However, Prime members don’t have to be subscribers to Prime Pantry in order to use the service. To avoid paying a monthly fee, users who only want to place an order once in a while can simply pay $8 to ship an order, regardless of the size or cost of the shipment.

For customers who are already subscribed to Amazon Fresh, a Prime Pantry membership is included. All Prime Pantry orders that are $40 or above will ship for free to Amazon Fresh subscribers.

HOW LONG DOES DELIVERY TAKE?

For Prime Pantry shipments, Amazon can’t promise the two-day shipping that is usually guaranteed to Prime members. Due to the size and weight of Prime Pantry boxes, they are shipped via ground shipping, so orders can take between one and four business days to arrive at their destination.

WHERE DOES PRIME PANTRY DELIVER?

Prime Pantry does not deliver to Alaska or Hawaii. Because Prime Pantry can only be delivered using ground shipping, Amazon can only send Prime Pantry orders to the contiguous United States at this time. P.O. boxes, APO/FPO, dorms, and Amazon Lockers are also excluded.

IS PRIME PANTRY WORTH THE MONEY?

It all depends on how you usually do your grocery shopping and what you tend to buy. If you live in a metropolitan area and don’t own a car, grocery shopping can be a weekly headache that you dread, in which case a small fee once a month isn’t a huge price to pay. If you regularly buy a lot of nonperishable food items, Amazon Prime Pantry has many different options for breakfast, lunch, and dinner.

But because Prime Pantry doesn’t offer produce at this time, you won’t be able to buy fresh fruits and vegetables, raw meat, or dairy products on this site. Do a cost comparison and calculate what you usually spend on the items you purchase most frequently. If you’re saving a little by buying on Amazon, and also saving yourself the hassle of a grocery store visit, Prime Pantry could be worth it.

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Amazon/Financial/Amazon 10-K, FY2018.pdf

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Amazon/Grocery/2016/Amazon working on several grocery-store formats, could open more than 2,000 locations.docx

Amazon working on several grocery-store formats, could open more than 2,000 locations

Amazon Go is just one of at least three formats the online retailer is exploring, sources say

By Laura Stevens and Khadeeja Safdar, Wall Street Journal, 5 December 2016

Amazon unveiled its first small-format grocery store, Amazon Go, on Monday. It's one of at least three formats of brick-and-mortar food stores the online retail giant is exploring. Photo: Amazon.com Inc.

Amazon.com Inc. AMZN 0.21% unveiled Monday its first small-format grocery store, Amazon Go, one of at least three brick-and-mortar formats the online retail giant is exploring as it makes a play for an area of shopping that remains stubbornly in-store.

Two of the other store formats Amazon is considering are bigger than the convenience-style Go store, according to people familiar with the matter. In November, Amazon’s technology team approved a proposal to open large, multifunction stores with curbside pickup capability, clearing the way to start hiring and planning, according to one of the people.

Two drive-through prototype locations, which don’t offer an in-store shopping option, are also slated to open within the next few weeks in Seattle, the people said.

Amazon envisions opening more than 2,000 brick-and-mortar grocery stores under its name, depending on the success of the new test locations, according to the people. By comparison, Kroger Co. operates about 2,800 locations across 35 states.

Adding grocery pickups will be “part of their secret sauce in terms of all of the different ways in which they can engage the customer in bringing the product to them,” says Bill Bishop, chief architect at grocery and retail consultancy Brick Meets Click. “Everyone is looking at grocery because of frequency. Frequency guarantees that you have density.”

The developments are the next step in Project Como, Amazon’s plan to capture more food sales, opening the door to a key driver of consumer spending that would broaden the online retailer’s increasing dominance in the retail market.

It will also help Amazon better compete against rivals such as Target Corp. TGT -1.11% andWal-Mart Stores Inc., WMT -0.43% which plans to expand a service that lets shoppers order online and pickup curbside to 1,000 stores by the end of next year.

An Amazon spokeswoman declined to comment.

Until now, Amazon has centered its grocery strategy around Amazon Fresh, a subscription service that promises quick food delivery for online orders. But delivering groceries is logistically complex, requiring fast delivery for cold items as part of large orders on less profitable routes, where stops are spread far apart. And many consumers still prefer to touch, smell and pick out fresh items like fruits and vegetables for themselves.

Online purchases comprise about 1% of the $674 billion market for edible groceries in the U.S., according to Kantar Retail.

The Amazon Go store, at roughly 1,800 square feet in downtown Seattle, resembles a convenience store-format in a video Amazon released Monday. It features artificial intelligence-powered technology that eliminates checkouts, cash registers and lines. Instead, customers scan their phone on a kiosk as they walk in, and Amazon automatically determines what items customers take from the shelves. After leaving the store, Amazon charges their account for the items and sends a receipt.

Amazon Working on Several Grocery-Store Formats, Could Open More Than 2,000 Locations

Meanwhile, in the suburban Seattle neighborhood of Ballard, a handful of workers on Monday were finishing up one of Amazon’s two drive-through prototypes in the area, which according to the people close to the situation are slated to open in the next few weeks. The wood-paneled building with green trim and an overhang appeared to have at least three covered bays for cars to pull up and pick up orders, with a paved driveway in front.

The third concept, the newly approved multi-format store, combines in-store shopping with curbside pickups, according to the people. It will likely adopt a 30,000- to 40,000-square-foot floor plans and spartan stocking style like European discount grocery chains Aldi or Lidl, offering a limited fresh selection in store and more via touch-screen orders for delivery later. Stores in this format, which are smaller than traditional U.S. grocery stores, could start appearing late next year.

That concept bears strong resemblance to a 2013 report by former Deloitte consultant Brittain Ladd, who now works for Amazon Fresh. The paper, previously reported by GeekWire, describes stores focusing on a core 20% of foods—eggs, dairy, meat, fruit, vegetables and bread—that generate 80% of traditional grocery sales, with drive-through and touch-screen ordering options.

Amazon declined to make Mr. Ladd or other Amazon executives available for comment.

While Amazon is moving into brick-and-mortar grocery shopping, other large retailers are expanding their online services. Wal-Mart’s curbside pickup service offers some convenience without the cost of home delivery. Last week Wal-Mart opened its second Pickup and Fuel store in Denver, a small-format store that offers a limited selection of fresh food, snack and gas as well as allowing shoppers to pick up online grocery orders.

Target in recent months began considering a pilot to deliver its own groceries, which face declining sales as too few shoppers are buying perishable items like milk and eggs. But it hasn’t moved forward with the idea, according to a person familiar with the matter.

“While we don’t currently have plans to pursue a full-service, Target-owned grocery delivery service in the near term, we will continue to discuss the idea, among many others, and assess if it is the right fit for the future,” said Target spokeswoman Katie Boylan.

The retailer currently offers a grocery-delivery service in select cities through a partnership with Instacart Inc., a grocery-delivery startup. However, executives are concerned the service is boosting Instacart’s brand rather than the retailer’s own brand, according to the person.

As Target pauses grocery delivery, Amazon envisions filling in the gap. The online retailer hopes to one day function as a grocery-delivery service and distributor for brick-and-mortar retailers, according to one of the people, a move that will help lower its own costs as it builds out its own transportation network. The more deliveries, the more cost-effective its service becomes—including lower food prices as the online retailer purchases more.

Analysts say that many retailers would be reluctant to hand over the reins to Amazon.

Grocery sales produce slim profits for chains like Target and Wal-Mart but are important because they drive traffic to their stores where consumers buy higher-margin products like apparel and home items.

A future in which Amazon is delivering Target’s groceries is “very very very unlikely,” said Amy Koo, principal analyst at Kantar Retail. “Target is not going to give that benefit to Amazon.”

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Amazon/Grocery/2019/Amazon to Whole Foods online delivery customers_ We’re out of celery, how’s kale_.docx

Amazon to Whole Foods online delivery customers: We’re out of celery, how’s kale?

Companies offering online grocery ordering and delivery struggle with services’ logistics

By Heather Haddon, Wall Street Journal, 24 March 2019

Amazon.com Inc. AMZN -0.64% last year began offering some Prime members online grocery-shopping and delivery from Whole Foods, touting the service as another perk to customers after purchasing the organic grocery chain. Some early users say Amazon has work to do before it gets the offering right.

Kelly Hills ordered a sourdough loaf from Whole Foods recently but was offered a jalapeño cheese bread instead. Her so-called “shopper”—either a contract worker employed by Amazon or a Whole Foods staff member tasked with compiling delivery orders—had opted to put decaf coffee in her bag instead of whole roasted coffee beans, celery instead of celery root and a single seltzer flavor rather than a variety.

“The substitutions are downright bizarre,” said Ms. Hills, a 42-year-old bioethicist from Massachusetts’ Merrimack Valley area. “It’s frustrating.”

After buying Whole Foods in 2017, Amazon expanded its Prime Now delivery service—already available to members of the $119-a-year subscription program from local grocers—to a swath of Whole Foods stores; grocery delivery is now available at more than 60 markets where the chain’s 477 U.S. locations are based.

Some of the problems customers like Ms. Hills have experienced are often amplified because daily operations at the two companies are still largely separate. Whole Foods employees said Amazon workers routinely ask for help finding items on shelves or elsewhere, distracting them from their own duties. Technology that tracks Whole Foods’s inventory is old, and officials have discussed updating it for years.

“All the stores need to get better at that,” one Whole Foods regional leader said about the ordering process during a recent staff meeting, a recording of which was reviewed by The Wall Street Journal.

An Amazon spokeswoman said the company always works to find suitable replacements for out-of-stock items from stores.

Amazon’s struggles aren’t unique. As supermarkets increasingly offer online grocery delivery to keep customers loyal, most services that fill orders from stores are struggling with execution, company officials and consultants say.

The challenges are numerous. Many grocers don’t have technology that can readily track inventory in real-time. That means items listed as available online often aren’t in the nearest stores filling a delivery order, leading employees to make their best guess or rely on computer recommendations that can suggest unsuitable substitutions. Some services, including Prime Now at Whole Foods, allow shoppers to text with customers, but many aren’t always available when an order is being fulfilled.

Grocers and delivery companies say they are working to improve their services. Target Corp. last year introduced a new inventory-management system for stores and online to speed up replenishment, an effort company executives said is improving its service.

At Instacart Inc., the largest third-party grocery-delivery service, incomplete orders were the second most frequent source of customer dissatisfaction, after price, according to a former company official. An Instacart spokeswoman said the company has invested substantially in technology and training to reduce bad substitutions, and customer satisfaction is up.

“We’ll continue to listen to customer feedback and find even more ways to innovate on this important part of the customer experience,” the Amazon spokeswoman said of substitution issues. Customers can reject shoppers’ substitution suggestions or choose not to allow item swaps altogether, Amazon said. Whole Foods workers are there to help delivery shoppers, and some are now assembling orders themselves, the company said.

Still, 15% of consumer products listed on U.S. online ordering services are out of stock when it comes to fulfilling them, nearly double the rate in stores, according to recent research from the Grocery Manufacturers Association trade group.

There are a number of reasons why many online grocery services struggle to offer substitutions customers want. Shoppers typically depend on suggestions from online tools, and algorithms can make mistakes or suggest inappropriate alternatives. Services that rely on gig-economy workers who pick items off store shelves can exacerbate the selection problem, since many aren’t food experts and juggle many orders a day, grocery consultants say.

Mishandling substitutions is expensive for retailers, as it often leads to refunds or a replacement item that is pricier than the original. Refunding incorrect items decreases an online order’s profitability by 1% to 2% on average, according to research by McKinsey & Co. The problem can be particularly bad with promotions, angering suppliers when their products are swapped out for a rival’s, executives said.

Gerson Diaz of Los Angeles picks up bags of groceries to deliver to four Whole...

Gerson Diaz of Los Angeles picks up bags of groceries to deliver to four Whole Foods customers as a contractor with Amazon. PHOTO: MELISSA LYTTLE FOR THE WALL STREET JOURNAL

Lisa Barlerin, a 62-year-old publicist from Manhattan, said she prefers using Prime Now to order from local grocers over Whole Foods. “Don’t try to shop for the meal you want to prepare tonight because invariably something will be out of stock or substituted,” she said of her Whole Foods experience.

Other Amazon delivery users, such as Ms. Hills, said they are sticking with the service, and have noticed improvements lately. The convenience of online grocery on balance is worth a few odd results, said Ms. Hills, who doesn’t drive due to disability: “It takes off a significant burden.”

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Amazon/Grocery/2019/Amazon slashed prices at Whole Foods.docx

Amazon slashed prices at Whole Foods. Now they’re climbing back up.

Online retail giant feels pressure from suppliers facing higher costs

By Heather Haddon, Wall Street Journal, 12 February 2019

The inflation-based increases at Whole Foods range from 10 cents to several dollars, a price list reviewed by The Wall Street Journal shows.PHOTO: RICHARD B. LEVINE/ZUMA PRESS

Whole Foods is raising prices again, bowing to pressure from some consumer-product makers to cover rising packaging, ingredient and transportation costs on hundreds of products.

Internal communications reviewed by The Wall Street Journal show the natural grocer raised prices from 10 cents to several dollars as suppliers have boosted their prices in the face of growing costs. Retailers across the spectrum are starting to pass along similar price increases in response to the growing signs of inflation. Amazon.com Inc. AMZN -0.50% cut prices after acquiring Whole Foods in 2017 to try to counter the grocer’s high-cost reputation that earned it the nickname Whole Paycheck. But even the e-commerce giant has limits as to price increases pushed by suppliers.

Whole Foods increased prices this month on dozens of items from Dr. Bronner’s soaps to Häagen-Dazs ice cream, according to an email viewed by the Journal. A separate company email in December listed 550 additional price increases on products including crackers, olives and cookies.

Whole Foods said in the December email that suppliers were charging more for those products due to inflation. The separate price increases this month followed the expiration of annual contracts to sell about 700 goods at low prices, Whole Foods said. Those contracts won’t be renewed, the chain said, and the increases add up to hundreds of thousands of dollars a week in additional revenue.

Several consumer-goods companies, including Procter & Gamble Co. and Clorox Co. , have recently raised prices or pledged to do so, to offset the higher costs of raw materials and boost profits. Nearly half of 52 consumer-goods manufacturers surveyed recently by consulting firm Acosta raised prices last year.

Mondelez International and Hershey Co. last month said they would raise prices this year.

Price increases have now started to spill into natural-brands, some of which source expensive ingredients with limited supplies.

The inflation-based increases at Whole Foods range from 10 cents to several dollars, a price list reviewed by the Journal shows. Soaps, detergent, oils and nut butters have some of the highest increases. The average increase was 66 cents, according to the list.

Supermarkets have resisted passing along the price increases amid intensifying competition in their industry. Some are starting to relent. California-based Smart & Final Stores Inc., a warehouse-style grocer, has received requests from hundreds of suppliers to raise prices and expects costs to continue to rise this year.

Some supermarkets are also agreeing to stock new brands and sizes that bring food makers more profits. Others, such as Kroger Co. , are stocking more store-brands to try to help keep prices low overall.

At Whole Foods, a basket of 40 select items purchased from their stores cost $191 last month, according to the Telsey Advisory Group, up more than 3% from what the same basket of goods cost last fall.

A Whole Foods spokeswoman said on Monday that some of the grocer’s suppliers have raised prices due to higher material, labor and freight costs. Whole Foods has passed along part of those increased costs and absorbed the rest, the spokeswoman said. The chain stopped selling nearly half of 700 products with expiring contracts and instituted new deals on 100 more, she said. Prices increased on about 50 of the 700 items, she said, adding that Whole Foods is now putting more items on sale, based on customer purchasing habits.

“We also offer hundreds to thousands of sale items daily and we’re continuing to lower prices for all shoppers and Prime members,” Whole Foods said on Monday, referring to Amazon’s subscription program.

The e-commerce giant began adding discounts at Whole Foods and free, rapid delivery from its stores for Prime members last year. Amazon raised Prime membership fees 20% to $119 in April 2018.

Whole Foods updates the discounts for Prime subscribers each week. New discounts for all customers are introduced less frequently, records show.

Some customers said they have noticed higher prices at Whole Foods this year and feel discounts exclusively for Prime members are unfair.

“I am no longer likely to go to my local Whole Foods,” said Will Armstrong, a 37-year-old software developer from San Francisco, who is not a Prime member.

Other shoppers like the membership discounts. Prime promotions were the top reason 1,168 shoppers surveyed by data firm Numerator last fall gave for visiting Whole Foods more often.

Whole Foods has raised prices on nine of Hain Celestial Inc.’s plant-based Dream beverages. Hain, a major supplier of natural and organic products to Whole Foods, said Thursday that higher costs contributed to its unexpected loss in its latest quarter.

Michael Bronner, president of California-based Dr. Bronner’s, said the natural-products company is increasing the price of soaps it sells to Whole Foods, Target Corp. , Costco Corp. , Walmart Inc. and other retailers by 3%. Prices for the organic, fair-trade coconuts used to make those products have risen recently, Mr. Bronner said, motivating him to pass the higher costs to customers.

“People may opt for smaller sizes but they usually come back,” Mr. Bronner said.

Whole Foods is raising prices on 18 Dr. Bronner’s soaps by up to several dollars per item, the grocer’s communications show. Prices for some Nature’s Way coconut oils are also rising by several dollars. A spokeswoman for Nestlé SA, Häagen-Dazs’s parent company, said list prices haven’t increased at Whole Foods, and the company doesn’t oversee any price increases made by retailers.

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Amazon/Grocery/2019/Amazon cuts more prices at Whole Foods.docx

Amazon cuts more prices at Whole Foods

E-commerce giant is pushing to spur sales and change grocer’s high-cost image in competitive grocery market

By Heather Haddon, Wall Street Journal, 1 April 2019

The price cuts at Whole Foods affect more than 500 products and include a focus on produce and meat. PHOTO: DANIA MAXWELL/BLOOMBERG NEWS

Amazon.com Inc. AMZN -0.43% is planning to cut prices on hundreds of items at Whole Foods stores this week, as the e-commerce giant seeks to change the chain’s high-cost image amid intense competition among grocers.

The price cuts affect more than 500 products and include a focus on produce and meat, according to documents viewed by The Wall Street Journal. The move comes after Whole Foods raised prices on select items in February, mostly consumer products, as suppliers increased their prices because of higher transport and ingredient costs.

The latest cuts—which are set to drop at Whole Foods stores on Wednesday—are some of the broadest since Amazon bought the grocer for nearly $14 billion in 2017. Prices will be reduced by an average of 20% on select items throughout the store.

The e-commerce giant has tried to extend its own reputation for low prices and convenience to Whole Foods, to counter a sense among some consumers that shopping there required a “Whole Paycheck.”

Amazon also is seeking to keep up with other big food sellers. Walmart Inc., Kroger Co. and other grocers are holding down prices to defend their share of the $1 trillion U.S. market for groceries and consumer products. Amazon intends to open a new line of grocery stores independent from Whole Foods as early as later this year.

Some Whole Foods employees are scheduled to work overnight Tuesday and early-morning shifts on Wednesday to switch out tags to reflect the new prices and to hang orange signs promoting them. The cuts are expected to last at least through the end of the year, documents show.

The discounts include more produce and meat products than the earlier cuts. The price of organic-rainbow carrots, for instance, will drop by $1, to $1.99, and the price of one selection of Black Forest ham will drop $3 a pound to $9.99.

A Whole Foods spokeswoman said the companies have said they would continually drop prices at the chain since the acquisition.

Plans for the latest price cuts were kept under close wraps. Employees in recent weeks discussed them as secret projects with code names, one person familiar with those discussions said. Few workers at the nearly 480 Whole Foods stores in the U.S. were aware of the coming cuts, employees said.

Amazon and Whole Foods said this is the third round of price cuts. After the deal between the two companies closed in August 2017, Amazon slashed prices on bananas, avocados, eggs and dozens of other items at Whole Foods. Last year, Amazon started offering a further 10% discount on sale items for members of Amazon’s Prime subscription program, which gives customers other perks for a $119 annual fee.

The companies also said Monday that Amazon Prime members would be able to save more than before at Whole Foods, with double the number of weekly Prime Member deals and deeper discounts.

Amazon has introduced free, fast Whole Foods delivery in more than 60 markets for Prime members. Some customers have said service suffers from problems such as missing items and poor substitutions that are common to grocery delivery.

Amazon ownership hasn’t brought as many Prime members into Whole Foods stores as some analysts expected. A recent survey of 1,668 shoppers by Wall Street firm Wolfe Research found that 11% of Prime members said they shop at Whole Foods several times a month; by comparison, 65% of Prime members shop on Amazon’s website at least that often. Wolfe said lower prices would likely help Amazon draw more prime members into its natural grocery chain.

At internal meetings, store managers have predicted that lower prices could boost traffic to their stores, according to a person familiar with the discussions. Others have voiced concerns that lower prices could hurt their operating budget, at least in the short-term.

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Amazon/Grocery/2018/Inside Amazon’s surveillance-powered, no-checkout convenience store.docx

Inside Amazon’s surveillance-powered, no-checkout convenience store

Devin Coldewey, Tech Crunch, 2018

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By now many have heard of Amazon’s most audacious attempt to shake up the retail world, the cashless, cashierless Go store. Walk in, grab what you want, and walk out. I got a chance to do just that recently, as well as pick the brain of one of its chief architects. (The store, in downtown Seattle, is now open to the public.)

My intention going in was to try to shoplift something and catch these complacent Amazon types napping. But it became clear when I went in that this wasn’t going to be an option. I was never more than a foot or two from an Amazon PR rep, and as Dilip Kumar, the projects VP of Technology, convinced me, they’d already provided against such crude attacks on their system.

As you might have seen in the promo video, you enter the store (heretofore accessible to Amazon employees only) through a gate that opens when you scan a QR code generated by the Amazon Go app on your phone. At this moment (well, actually the moment you entered or perhaps even before) your account is associated with your physical presence and cameras begin tracking your every move.

The many, many cameras.

I wondered when the idea of Amazon’s cashierless store was first proposed how it would be accomplished. Cameras on the ceiling, behind the display cases, on pedestals? What kind? Proximity and weight sensors, face recognition? Where would this all be collated and processed?

Amazon’s approach wasn’t as complex as I expected, or rather not in the way I expected. Mainly the system is made up of dozens and dozens of camera units mounted to the ceiling, covering and recovering every square inch of the store from multiple angles. I’d guess there are maybe a hundred or so in the store I visited, which was about the size of an ordinary bodega or gas station mart.

These are ordinary RGB cameras, custom made with boards in the enclosure to do some basic grunt computer vision work, presumably things like motion detection, basic object identification, and so on.

They’re augmented by separate depth-sensing cameras (using a time-of-flight technique, or so I understood from Kumar) that blend into the background like the rest, all matte black.

The images captured from these cameras are sent to a central processing unit (for lack of a better term, not knowing exactly what it is), which does the real work of quickly and accurately identifying different people in the store and objects being picked up or held. Picking something up adds it to your “virtual shopping cart,” and you can pop it in a tote or shopping bag as fast as you like. No need to hold it up for the system to see.

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This is where the secret sauce is, Kumar told me, and I believe him. As banal a problem as it may seem to determine which similarly dressed person picked up which nearly identical yogurt cup, it’s very difficult to get right at the speed and accuracy level needed in order to base an entire business on it.

A student, after all, with the resources available these days, could probably design a version of this store in a few weeks that would work 80 percent of the time. But to get it right 99.9 percent of the time, frictionlessly and instantly, is a challenge that requires a great deal of work.

Notably, there is no facial recognition used (I asked). Amazon perhaps sensed early on that this would earn them rebuke from privacy-conscious shoppers, though the idea of those people coming to this store strikes me as unlikely. Instead, the system uses other visual cues and watches for continuity between cameras — you’re never not in sight of a lens, so it’s easy for the system to see a shopper move from one camera to another and make the connection.

Should there be a technical problem with a camera or it gets sauce on its lens somehow, the system doesn’t break down entirely. It’s been tested with cameras missing, though naturally it wouldn’t be long before a replacement is put in place and the system re-re-calibrates.

In addition to the cameras, there are weight sensors in the shelves, and the system is aware of every item’s exact weight — so no trying to grab two yogurts at once and palm the second, as I considered trying. You might be able to do it Indiana Jones style, with a suitable amount of sand in a sack, but that’s more effort than most shoplifters are willing to put out.

And, as Kumar noted to me, most people aren’t shoplifters, and the system is designed around most people. Building a system that assumes ill intent rather than merely detecting discrepancies is not always a good design choice.

The error rate may be low enough that Amazon doesn’t care, but that didn’t stop it from happening to someone on the first day of operation:

This type of thing happens constantly in regular stores, things being mis-scanned or skipped, or outright stolen — a certain amount of “lossage” is anticipated. So the occasional fancy yogurt plus or minus won’t break the business model, but it’s not a good look for Amazon Go’s first day. (As if to self-flagellate for such mistakes, Amazon doesn’t really even have a way of rectifying these mistakes, and if you manage to get out without paying for something, the company officially doesn’t care. You can return stuff if you change your mind or buy too much, though.)

There is in fact a human in the loop should the system find itself in a bind, but Kumar said this was rare enough that it hardly needed to be considered. He also said that the difficulty of monitoring the store doesn’t increase with square footage, though of course you’ll need more cameras and more processing power.

It’s also been tested with serious crowds; we were there during a slow time in the mid-afternoon, but shortly before that was the lunch rush, they told me, when dozens rather than a handful of people could be found walking in and out without doing anything more than showing their phone to a sensor at the entrance.

There may not be cashiers, but there are staff: stockers who replenish inventory; an ID checker (and erstwhile sommelier I’m sure) in the wine and beer section, and chefs in the back throwing together fresh sandwiches and meal kits. Someone also hovers in the entrance area to help people with the app, answer questions, and take returns.

The selection was mainly grab-and-go lunches and snacks, with the usual handful of household items you grab at the bodega on the way home. Prices were what you’d expect at a supermarket rather than a convenience store, though.

As for the expected Amazon gambits that leverage its existing properties and hooks, few are to be found. The app is self-contained, and your purchases are tracked there rather than on your “main” Amazon account. Prime members don’t get lower prices. Whole Foods has a little section of its own but there’s no broader partnership (and no plans to convert any of those stores to Go, though I can’t imagine why not).

Overall I’m impressed with the seamlessness of the system, and I can see these things successfully operating here and there.

On the philosophical side, I’m troubled, of course — a convenience store you just walk out of is a friendly mask on the face of a highly controversial application of technology: ubiquitous personal surveillance.

It’s a bit overkill, I think, to replace a checker or self-checkout stand with a hundred cameras that unblinkingly record every tiny movement. What’s to gain? 20 or 30 seconds of your time back? Lack of convenience has hardly been a complaint for this market — it’s right there in the name: “convenience store.”

Like so many ways companies are applying tech today, this seems to me an immense amount of ingenuity and resources being used to “solve” something that few people care about and fewer still consider a problem. As a technical achievement it’s remarkable, but then again, so is a robotic dog.

The store works — that much I can say for it. Where Amazon will take it from here I couldn’t say, nor would anyone respond meaningfully to my questions along these lines. Amazon Go will be open to the public starting this week, but whether anyone will find it to be anything more than a novelty is yet to be seen.

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Amazon/Grocery/2017/Amazon’s big, fresh deal with Whole Foods.docx

Amazon’s big, fresh deal with Whole Foods

Buying the upscale grocer is a new front in the battle with the beast of Bentonville

The Economist, 24 June 2017

JEFF BEZOS does not like sitting still. In his annual letter to Amazon’s shareholders this year, he warned of “stasis. Followed by irrelevance. Followed by excruciating, painful decline. Followed by death.” Competitors are toiling to avoid the same fate but it is hard to keep up. On June 16th Amazon said it would pay $13.7bn for Whole Foods, an upscale grocer known for its organic produce. Lest be accused of sloth, four days later Amazon announced a new service to let shoppers try clothes at home, for no fee, then return those they don’t like.

The news that Amazon would make clothes shopping even easier is a blow to America’s apparel chains, many of which are already in the middle of that excruciating decline. Yet it was the Whole Foods deal, more than ten times bigger than any acquisition Amazon has made so far, that caused the bigger stir.

The deal’s precise impact is hard to gauge. Buying Whole Foods hardly gives Amazon a stranglehold on food and drink: the combined companies will account for just 1.4% of America’s grocery market, according to GlobalData, a research firm. The people who shop at the chain are not the mass market. They are unusually wealthy and well-educated (see chart). Mr Bezos has made no big announcements about changes at Whole Foods—drone-delivered spelt grain is unlikely to become a reality soon. Instead he simply praised its work and said “we want that to continue.”

Nevertheless, the news prompted the shares of a large group of rival grocery firms, including Walmart and Kroger, to sink quickly. As with so much about Amazon, the Whole Foods deal is important not for what it represents now but how it might transform Amazon and up-end rivals—most notably, Walmart—in future.

Up to now, grocery has been a tough nut for Amazon to crack. A growing share of office supplies and clothes are bought online, yet last year e-commerce accounted for just 2% of American spending on food and drinks. Amazon Fresh, a ten-year-old grocery-delivery service, is still in only 20-odd cities. Prime Now, a two-hour delivery service introduced in 2014, is in 31.

That is because grocery’s margins are low and its goods devilishly hard to deliver. Peaches bruise. Meat rots. Many consumers like to buy food in person: unlike choosing a battery or book, selecting a ripe tomato requires inspecting it or trusting someone who has.

Amazon has tried to solve these problems—using machine learning, for example, to distinguish ripe strawberries from mouldy ones. But the Whole Foods deal is the start of something new. To date Amazon has run only a handful of stores; Whole Foods will give it more than 450. Amazon knows a lot about customer behaviour online; now it will be able to marry that to data about habits in physical stores. Paul Beswick of Oliver Wyman, a consultancy, notes that Whole Foods will provide a well-established supply chain, a boon to Amazon Fresh, as well as a roster of store-brand goods, which might now be sold online.

It is all a huge headache for Walmart. The beast of Bentonville remains the world’s largest store and America’s biggest grocer, with revenues of $486bn compared with Amazon’s $136bn. It too is trying to avoid stasis. It paid $3bn last year to acquire Jet.com, a challenger to Amazon, and has invested in technology to help customers order groceries online and have them ready to pick up from its stores. Walmart is experimenting with other services: some staff deliver groceries on their way home.

“Walmart is testing, reading and reacting,” notes Oliver Chen of Cowen, a financial-services firm. “That’s a new Walmart.” On the same day that Amazon said it would buy Whole Foods, Walmart announced the purchase of a menswear brand called Bonobos for $310m, which began online and now has three dozen stores. The deal, among other things, gives Walmart new staff to help the company transform itself further.

Yet Amazon is playing a different, more complex game. It is enmeshing itself in its customers’ lives: each new service, from streaming video to its Alexa virtual assistant, makes it more integral to a person’s day. That gives it new data and revenue that help it improve services and offer additional ones. Shoppers buy groceries often. If Amazon can become part of Americans’ ritual of buying milk and eggs, the firm will understand its customers even better. Shoppers will have fewer reasons to go elsewhere.

And Amazon is likely to integrate Whole Foods in ways that are not yet obvious. Finding ways to get more value out of its investments has been key to Amazon’s growth. The company’s warehouses, built for its own goods, are now used by independent sellers. The same is true of its cloud-computing power, which supports not just Amazon’s own business but legions of other firms. Amazon may use its infrastructure for Prime Now to deliver Whole Foods’ groceries. In future it may develop new services for Whole Foods that are in turn deployed in new ways, suggests Ben Thompson, a tech blogger. It could, for example, supply restaurants.

For Walmart, and many other rivals, the best scenario would be if regulators were to slow Amazon’s expansion. The company accounts for about half of new spending online in America. It has reached into many parts of the economy, from retail to cloud computing and from entertainment to advertising. Yet intervention is improbable. The Whole Foods deal gives Amazon less than one-fiftieth of the grocery market. Walmart, were it to make Whole Foods a higher offer, by contrast, would be very likely to attract regulators’ wrath. In such circumstances, Walmart could be forgiven a severe attack of sour grapes.

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Amazon/Grocery/2018/Amazon to deliver Whole Foods groceries.docx

Amazon to deliver Whole Foods groceries

Groceries offered via one- and two-hour Prime Now service in four markets to start

By Laura Stevens, Wall Street Journal, 8 February 2018

Amazon is adding Whole Foods to its one- and two-hour delivery option, Prime Now, in four markets. PHOTO: ELAINE THOMPSON/ASSOCIATED PRESS

Amazon.com Inc. AMZN -0.55% said it would start delivering Whole Foods groceries via its fastest delivery option in four markets, marking the first major integration between its e-commerce operations and its new brick-and-mortar grocery chain.

The online retail giant will add Whole Foods to its one- and two-hour delivery option, Prime Now, in the grocer’s hometown of Austin, Texas, as well as Dallas, Virginia Beach, Va. and Cincinnati, Ohio.

Stephenie Landry, the Amazon vice president who oversees Prime Now, said it plans to expand the effort, but declined to say how quickly. She noted that Prime Now grew to more than 50 global markets in less than three years following its creation.

Amazon’s latest move is one of the first to potentially take aim at major grocers racing to offer deliveries and pickups to better compete with Amazon, along with rival online delivery services like Instacart Inc., which currently delivers from Whole Foods. Grocer stocks were hit hard by the news of Amazon’s decision to purchase Whole Foods last summer, with six major food retailers losing roughly $12 billion in value after the deal’s announcement.

Still, Amazon has struggled in recent years to make its grocery delivery business work. Its grocery delivery arm AmazonFresh was scaled back late last year, ending service in some ZIP Codes. The company’s acquisition of Whole Foods was viewed by some analysts as a way to help address some of those challenges.

Analysts have largely expected Amazon to start offering Whole Foods deliveries since the roughly $13.5 billion deal was announced. Already Amazon pairs with grocer Sprouts Farmers Market Inc. and other outside retailers and restaurants in some markets to offer speedy deliveries.

Ms. Landry said those partnerships will continue.

For the new Prime Now deliveries, employees will pick the orders in store from the shelves as they come in. Customers will be able to select from a variety of fresh produce and proteins, and some in-store items won’t be available. Prices may also differ.

Prime Now is available only to the company’s Prime members, who typically pay $99 annually. Two-hour deliveries are free on orders over $35, but tips are suggested for drivers. One-hour delivery costs $7.99.

Amazon has previously lowered prices at Whole Foods and started offering some of the grocer’s private label brands on its website and via Prime Now. It also plans to introduce benefits for members of its Prime program.

Ms. Landry said that Whole Foods and Amazon have been partnering on the Prime Now initiative, allowing Amazon to take advantage of the grocers’ marketing expertise and in-store operations.

“You’re going to continue to see us doing lots of things together,” she added.

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Amazon/Grocery/2019/Amazon to launch new grocery-store business.docx

Amazon to launch new grocery-store business

First outlet could open later this year; chain would be distinct from company’s Whole Foods unit

By Esther Fung and Heather Haddon, Wall Street Journal, 1 March 2019

Amazon’s new stores will offer a different variety of products at a lower price point than Whole Foods. Here, a Whole Foods store in Burbank, Calif. PHOTO: DANIA MAXWELL/BLOOMBERG NEWS

Amazon.com Inc. AMZN -0.55% is planning to open dozens of grocery stores in several major U.S. cities, according to people familiar with the matter, as the retail giant looks to broaden its reach in the food business and touch more aspects of consumers’ lives.

The company plans to open its first outlet, in Los Angeles, as early as the end of the year, one person said. Amazon has already signed leases for at least two other grocery locations with openings planned for early next year, this person said, without saying where those stores would be.

Additional talks are under way for Amazon grocery stores in San Francisco, Seattle, Chicago, Washington, D.C., and Philadelphia, the people familiar with the matter said.

The new stores would be distinct from the company’s upscale Whole Foods Market chain. It isn’t clear whether the new stores would carry the Amazon name.

After two decades of upending the retail industry by shifting shoppers to the internet, Amazon in recent years has become increasingly focused on physical retail, posing a threat to traditional grocers. The new chain would help Amazon in fulfilling a yearslong initiative to build out a physical grocery presence, which was at one point potentially envisioned to reach more than 2,000 brick-and mortar stores in a variety of sizes and formats

Amazon is also exploring purchasing regional grocery chains with about a dozen stores under operation, one person said, that could bolster the new chain.

While Amazon has already signed leases, that doesn’t guarantee it will open the grocery stores. Retailers sign contracts and then pull out or delay store openings if certain conditions aren’t met.

Amazon’s further push into physical retail is its latest move far beyond its origins selling books and music on the web. Over the years it has become a cloud-computing giant, a major player in Hollywood entertainment and a burgeoning provider of logistics services. More recently it has emerged as a major competitor in digital advertising and launched forays in finance and health care.

The company, which briefly took the crown of world’s most valuable public company early this year, also has taken steps to broaden its customer base to include lower-income consumers, such as by offering a discounted version of its Prime membership service to Americans who qualify for Medicaid and other government-assistance programs.

The new stores aren’t intended to compete directly with the more upscale Whole Foods stores and will offer a different variety of products, at a lower price point, these people said. Whole Foods doesn’t sell products with artificial flavors, colors, preservatives and sweeteners, among other quality standards.

Suppliers with big brands have hoped to have inroads into Whole Foods since Amazon bought the chain nearly two years ago. While Whole Foods has gradually expanded the big brands it carries—such as Honey-Nut Cheerios and Michelob beer—a conventional grocer can carry a much larger assortment of items.

Amazon has had mixed results with its food-delivery business, and it wants to better understand how it can cater to grocery shoppers, according to people briefed on the company’s strategy.

Supermarket operators Walmart Inc., Kroger Co. and others are also trying to find ways to offer delivery and pickup to customers in a more cost-efficient manner.

After The Wall Street Journal reported news of Amazon’s plans Friday, share prices of other supermarket operators tumbled, with Kroger losing 4.5% of its value and Walmart ending down 1.1%. Amazon shares rose 2% on the day.

Amazon’s new grocery brand also comes as the retailer rolls out its cashierless Amazon Go stores in urban areas. It is testing that checkout technology for bigger retail stores. Meanwhile, Whole Foods is expanding its national footprint.

For its new stores, Amazon is targeting new developments and occupied stores with leases ending soon. It could, for instance, consider a portion of a vacated Kmart, a person familiar with the matter said. Stores in the new grocery brand could be in strip centers as well as open-air shopping centers, the people said, and will be about 35,000 square feet, smaller than the typical 60,000-square-foot supermarket.

Amazon doesn’t want restrictions on the type of goods it may sell at its stores and wants the ability to change the store and sell health and beauty products for instance, the people familiar said. Leases in shopping centers often include limitations so that businesses complement rather than cannibalize each other.

It is unclear whether these new stores will be cashierless, but they will be heavily tilted to customer service and pickup capabilities, according to the people. Amazon is also looking to have some control over the attached parking lot to speed shoppers’ ability to get groceries, the people said.

Some analysts say a strategy where big retailers combine e-commerce with physical stores is the direction the industry is heading.

“Customers want to be able to shop when it is most convenient for them, which could be in-store, online or a combination of the two," said a spokeswoman from the International Council of Shopping Centers.

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Amazon/Grocery/2017/An industry shudders as Amazon buys Whole Foods for $13.docx

An industry shudders as Amazon buys Whole Foods for $13.7bn

Investors hammered the shares of other grocers in the wake of the deal

The Economist, 16 June 2017

AMAZON announced on June 16th that it would pay $13.7bn to buy Whole Foods, a grocer known for its organic produce. On the face of it, the purchase might not seem to upset the grocery cart, either for Amazon or for the supermarket business. Amazon controls a measly 0.2% of America’s grocery market; Whole Foods has just 1.2%, according to GlobalData, a research firm and consultancy. By Chinese standards, Amazon looks slow: Alibaba, another e-commerce titan, bought a 32% stake in a Chinese grocer last year.

Nor is Whole Foods a juggernaut. It has about 450 stores in America, Britain and Canada, but American shoppers are now buying a wide range of organic foods at other grocers, without having to put up with Whole Foods’s steep prices or its hipster clientele.

Nevertheless, the deal marks a new era for Amazon. It has run a few experiments in physical retail, including bookstores in Chicago and in New York. In Seattle it is testing a small grocer, Amazon Go, where consumers can pick up food without having to stop at any checkout counter. Buying Whole Foods is a venture into brick-and-mortar shops on a different scale. The deal is ten times larger than any the e-commerce giant has pursued to date (Twitch Interactive, a gaming site bought in 2014, for example, cost less than $1bn).

That its first big deal in physical retail is a grocer underlines how successful the company has been in selling other types of goods online. Amazon has no need to buy a chain of electronics stores, for instance; it has already bulldozed into that category. Some clothing shops had predicted that consumers would never want to buy online—surely people would want to test a frock’s fit in stores, they argued. It turns out that many consumers do not. In 2016 a fifth of American clothes and accessories were bought online, according to Cowen, a financial-services firm.

Selling fresh food through the internet is a different story. E-commerce accounts for just 2% of America’s food-and-beverage sales. Even as Amazon has raced into other segments of goods, it has only tiptoed into grocery. Amazon Fresh, a grocery-delivery service that it started ten years ago, is still in only a handful of cities. (Prime Now, its two-hour delivery programme launched in 2014, is already in 31.) That’s because grocery’s margins are low, even when sold in stores, and its goods devilishly hard to deliver. Bananas bruise, meat rots, ice cream melts and a gallon of milk, if packed at the top of a grocery bag, will crush the muffins placed below.

Amazon has tried to attack these challenges, using machine learning, for example, to distinguish ripe strawberries from mouldy ones. But the acquisition of Whole Foods marks the start of something new, with the combined firms likely to have an outsized impact.

The most straightforward next step is for Amazon to unleash its usual arsenal of cash and innovation to enhance Whole Foods’s existing offering. For example, it might improve Whole Foods’s delivery service, now run by a startup called Instacart, or deploy the "Amazon Go" technology that lets customers leave the store without checking out.

Running Whole Foods, in turn, will help Amazon better understand and expand its overall grocery business, online and off. Whole Foods has a fantastic cold supply chain, which immediately gives the Amazon Fresh model a big boost, says Paul Beswick of Oliver Wyman, a consultancy. Whole Foods will also give Amazon more data on how consumers shop, how to spot promising local brands and how to expand private-label goods. Whole Foods’s store brand could in future be sold on Amazon.com. As with most of Amazon’s new ventures, the company will probably accept slightly lower margins and pursue a bevy of experiments, gathering data as it goes, then scale up the few that work. Years ago a deal that gave Amazon less than 2% of a market might not have raised eyebrows. Now competitors know Amazon well enough to be terrified.

The acquisition is troubling both for food startups such as Instacart and for big grocers. Walmart, with about 15% of the grocery market, remains formidable. Last year it paid $3bn for Jet.com, a challenger to Amazon. It has poured its cash into helping shoppers order food online and pick it up in stores. But the battle between Walmart and Amazon just intensified. Other grocers are even more vulnerable. They have struggled to keep up as Walmart cuts prices and competition online increases. On June 15th Kroger, the country’s second-biggest chain, reported declining like-for-like sales. In the hours after the deal was announced, shares for Walmart, Kroger and other retailers plunged.

The deal may spell trouble for other types of retailers, too, from home-goods stores such as Bed Bath & Beyond to drug stores such as CVS, sellers of detergent and other household products. Amazon is in the business of changing customer habits: once a shopper gets used to buying goods from Amazon, usually after joining its “Prime” free delivery programme, that shopper is likely to buy more and more goods from Amazon. Morgan Stanley estimates that those who subscribe to Prime spend at least three times as much on Amazon as those who don’t. That shoppers stock up on groceries so often explains much of the appeal of the market to Amazon. If Amazon can enmesh itself in that frequent habit of buying milk and bread, experience shows that customers will turn to Amazon for other types of goods, too.

There are already protests that owning Whole Foods will give Amazon too much power. The company accounts for about half of all new spending online in America. Amazon has already spread its tentacles into many parts of the economy, from retail to cloud computing and from entertainment to advertising.

However regulators are unlikely to intervene. The deal, after all, gives Amazon less than one-fiftieth of the grocery market. Indeed, it seems far more probable that a company such as Walmart, wary of Amazon’s dominance, might swoop in and make Whole Foods a higher offer (Amazon is paying about a 27% premium to the stock’s closing price on June 15th). Barring that, the deal will likely go through, Amazon expects, within the next six months.

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Amazon/Grocery/2017/Amazon to launch grocery pickup stores in Seattle.docx

Amazon to launch grocery pickup stores in Seattle

The AmazonFresh Pickup service will be available to customers who are Prime members

By Laura Stevens, Wall Street Journal, 28 March 2017

The service will let customers choose grocery items online and then reserve a time to pick them up. PHOTO: ELAINE THOMPSON/ASSOCIATED PRESS

Amazon.com Inc. AMZN +0.41% on Tuesday said it is launching a new grocery-store pickup service, pushing deeper into brick-and-mortar retail as it moves to capture more of what people spend on food.

The service, called AmazonFresh Pickup, will be available to customers who are part of Amazon’s membership program Prime. For now, the service’s two locations in Seattle are open only to employees.

AmazonFresh Pickup will allow customers to choose from thousands of items online and reserve a time for pickup, according to the company. Orders will be ready in as little as 15 minutes, and there is no minimum-order limit. Amazon will select the food, bag it and deliver it to customers’ vehicles.

The new stores are part of Amazon’s broader push into brick-and-mortar retail and the grocery business, opening the door to a key driver of consumer spending that would broaden the online giant’s increasing dominance in the retail market.

It will also help Amazon better compete against rivals such as Wal-Mart Stores Inc., which is also bidding to conquer online grocery shopping. Wal-Mart is expanding a service that lets shoppers order online and pickup curbside to 1,000 stores by the end of next year. Supermarket chain Kroger Co. is also offering a click-and-collect service in more stores.

Consulting firm Kantar Retail estimates that online grocery spending is around 1% of the $674 billion U.S. market for edible groceries.

Amazon’s lack of physical stores has been a competitive disadvantage when it comes to groceries. Until now, its strategy has centered around AmazonFresh, a subscription service that promises quick food delivery for online orders. But delivering groceries can be expensive and logistically complex, as drivers race to deliver cold items on less profitable routes. And many shoppers still prefer to smell and touch items like fruits or vegetables before making a purchase.

The new service is Amazon’s latest foray into physical stores. The company opened a convenience-style store in Seattle called Go, but it has faced technological problems as the company develops a location without lines or cashiers. Amazon also has five bookstores, with five more announced, and about 30 mall pop-up stores.

Amazon is also considering additional grocery store formats.

The new pickup locations will be free and unlimited to Prime members, who pay $99 a year for membership. AmazonFresh members, who pay an extra $14.99 a month, can get their orders turned around in a shorter time, according to Amazon’s website.

The Wall Street Journal previously reported Amazon was planning pickup grocery locations.

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Amazon/Grocery/2018/Whole Foods workers push to unionize.docx

Whole Foods workers push to unionize

Parent Amazon has resisted past unionization efforts at its businesses

By Heather Haddon, Wall Street Journal, 6 September 2018

A Whole Foods employee assisting a customer at a store in Burbank, Calif., in June. PHOTO: DANIA MAXWELL/BLOOMBERG NEWS

Some Whole Foods employees want to unionize to address what they say are changes to corporate culture and diminished compensation under the ownership of Amazon.com Inc.AMZN -0.71%

A group of workers sent an email Thursday to workers at most of the 490 Whole Foods stores urging them to back their unionization drive.

A copy of the group’s message to fellow employees, reviewed by The Wall Street Journal, said organizers want to “collectively voice our concerns to Whole Foods Market and Amazon leadership.”

The workers said they want to push Whole Foods and Amazon for better compensation, benefits and profit-sharing.

The unionization push presents a potentially high-profile challenge to Amazon, which has opposed past organizing efforts by warehouse workers and other employees that are less visible to customers than grocery-store clerks.

Amazon workers in Germany, Spain and Poland held strikes around Amazon’s Prime Day promotion in July to demand better health protections and job-safety measures. Germany’s powerful service-workers’ union has held a number of job actions over pay and working conditions in recent years.

Amazon has fought those efforts. The e-commerce company has said that it treats its workers fairly and that reports of inhospitable conditions at its facilities are untrue.

“We offer competitive wages and benefits and are committed to the growth and success of our team members,” a Whole Foods spokeswoman said. She added that Whole Foods employees are encouraged to share workplace concerns with their managers.

“We believe this direct connection is the most effective way to understand and respond to the needs of our workforce,” she said.

An Amazon spokeswoman didn’t respond to a request for comment.

The Retail, Wholesale and Department Store Union, a national organization based in New York with 100,000 members, is assisting the effort. The union has been in touch with Whole Foods workers previously, but contact has become more frequent since Amazon bought the chain, according to the organization.

“The RWDSU stands with workers in precarious positions no matter what—Amazon and Whole Foods workers are no different,” said Stuart Appelbaum, president of the union, which has also worked to represent Amazon workers.

“We will not back down until Amazon workers are treated with dignity and respect,” he said.

Before Amazon bought it last year, Whole Foods resisted unionization efforts as well.

The chain has appeared near the top of lists ranking companies by the benefits they offer and the gap in pay between managers and workers. Whole Foods paid $20.15 an hour and $41,911 a year on average in 2016, according to a company filing, more than many other grocers.

But worker grievances started to multiply after Whole Foods laid off hundreds of workers in 2015 amid weak sales. Whole Foods eliminated hundreds of marketing jobs this year, deepening the discontent.

Workers say Whole Foods also stopped offering stock options to lower-level staff after Amazon took over. Whole Foods had for years offered most employees annual stock options. Around 94% had gone to nonexecutive employees since the program began in 1992, according to a company report before Amazon took over the grocer.

“The clandestine nature of Amazon offering stock options to store leadership without informing [other employees] is beyond problematic,” said the message from workers advocating unionization. “It is insulting and unethical.”

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Amazon/Financial/Whole Foods 2017 10-K.pdf

10-K 1 wfm10k2017.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 24, 2017; or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________

Commission File Number: 0-19797

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: 512-477-4455

Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ (Do not check if smaller reporting company) Emerging growth company ¨

If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x The aggregate market value of all common stock held by non-affiliates of the registrant as of April 9, 2017 was $9,809,550,055. At November 10, 2017, there were 100 shares of the registrant’s common stock, no par value, outstanding, all of which were held by an indirect wholly-owned subsidiary of Amazon.com, Inc. The Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format permitted by General Instruction I(2) of Form 10-K.

Whole Foods Market, Inc. Annual Report on Form 10-K For the Fiscal Year Ended September 24, 2017 Table of Contents

Page PART I Item 1. Business. 1 Item 1A. Risk Factors. 3 Item 1B. Unresolved Staff Comments. 6 Item 2. Properties. 6 Item 3. Legal Proceedings. 6 Item 4. Mine Safety Disclosures. 6 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities. 7 Item 6. Selected Financial Data. 7 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 8 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 10 Item 8. Financial Statements and Supplementary Data. 12 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 47 Item 9A. Controls and Procedures. 47 Item 9B. Other Information. 47 PART III Item 10. Directors, Executive Officers and Corporate Governance. 48 Item 11. Executive Compensation. 48 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 48 Item 13. Certain Relationships and Related Transactions, and Director Independence. 48 Item 14. Principal Accounting Fees and Services. 48 PART IV Item 15. Exhibits, Financial Statement Schedules. 50 SIGNATURES 51

Table of Contents Disclaimer on Forward-looking Statements Certain statements in this Report on Form 10-K and from time to time in other filings with the Securities and Exchange Commission, news releases, reports, and other written and oral communications made by us and our representatives, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “would,” “plan,” “project,” “predict,” “goal,” “target,” “sustain,” “seek” and similar expressions, and include references to assumptions and relate to our future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that may cause our actual results to be materially different from such forward-looking statements and could materially adversely affect our business, financial condition, operating results and cash flows. These risks and uncertainties include general business conditions, changes in overall economic conditions that impact consumer spending, the impact of competition and other factors which are often beyond the control of the Company, as well other risks listed in Part I, “Item 1A. Risk Factors,” of this report and risks and uncertainties not presently known to us or that we currently deem immaterial. We wish to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. We do not undertake any obligation to update forward-looking statements. This information should be read in conjunction with the consolidated financial statements and the accompanying notes included in this report. Unless otherwise specified, references to “Whole Foods Market,” “Company,” or “we” in this report include Whole Foods Market, Inc. and its consolidated subsidiaries.

PART I

Item 1. Business. Whole Foods Market, based in Austin, Texas, is the leading natural and organic foods supermarket, the first national “Certified Organic” grocer, and uniquely positioned as America’s Healthiest Grocery StoreTM. The Company incorporated in 1978, opened the first Whole Foods Market store in 1980, and became an indirect wholly-owned subsidiary of Amazon.com, Inc. (Nasdaq: AMZN) on August 28, 2017. We have one operating segment, natural and organic foods supermarkets. We are the largest natural and organic foods supermarket in the U.S. and the 9th largest food retailer overall based on 2016 sales rankings from Progressive Grocer. Product Offering We offer a broad and differentiated selection of high-quality natural and organic products with a strong emphasis on perishable foods. Our quality standards ban hundreds of ingredients commonly found in products sold by other retailers, as well as products grown or produced by manufacturing, farming, fishing and ranching practices that don’t measure up. We carry both national and private label brands. Our product selection includes, but is not limited to: produce, grocery, meat and poultry, seafood, bakery, prepared foods, coffee and tea, beer and wine, cheese, nutritional supplements, vitamins, body care, pet foods and household goods. Our stores also feature a wide variety of non-GMO, vegan, gluten-free, dairy-free and other special diet foods; and certain stores offer sit-down wine bars and tap rooms. The following is a summary of annual percentage sales by product category for the fiscal years indicated:

2017 2016 2015 Perishables:

Prepared foods and bakery 19% 19% 19% Other perishables 48 48 48

Total perishables 67 67 67 Non-perishables 33 34 34

Total sales 100% 100% 100% Figures may not sum due to rounding.

Table of Contents Stores As of September 24, 2017, we operated 470 stores: 448 stores in 42 U.S. states and the District of Columbia; 13 stores in Canada; and 9 stores in the United Kingdom (“U.K.”), compared to 456 stores at the beginning of the fiscal year. We opened 31 stores including seven relocations and closed nine stores and three commissary kitchens during fiscal year 2017. We also closed one store for a major remodel. Three of the openings were Whole Foods Market 365 stores, our smaller-footprint value format launched in fiscal year 2016. As of September 24, 2017, we had 464 Whole Foods Market stores and 6 stores operating under the Whole Foods Market 365 banner. All Whole Foods Market retail stores in North America are “Certified Organic” by California Certified Organic Farmers, an independent, USDA-accredited, third-party certifier. Additionally, certain facilities and product lines have been certified organic through their own organic handling plans, including all of our regional distribution centers and several of our bakehouses; our 365 Organic Everyday Value™ private label product line; and our Allegro Coffee™ line.

For financial information on our geographic areas, see Note 1 of the Notes to Consolidated Financial Statements in Part II, “Item 8. Financial Statements and Supplementary Data,” of this report. Purchasing and Distribution The majority of our purchasing occurs at the regional and national levels. Our produce procurement center facilitates the procurement and distribution of the majority of the produce we sell. We also operate three seafood processing and distribution facilities, a specialty coffee and tea procurement and roasting operation, and 11 regional distribution centers that focus primarily on perishables distribution to our stores across the U.S., Canada and the U.K. In addition, we have four bakehouse facilities which distribute products to our stores. Other products are typically procured through a combination of specialty wholesalers and direct distributors. United Natural Foods, Inc. (“UNFI”) is our single largest third-party supplier, accounting for approximately 33% of our total purchases in fiscal year 2017. Team Members As of September 24, 2017, we had approximately 89,000 team members. We consider our team member relations to be very strong. Seasonality The Company’s average weekly sales and gross profit as a percentage of sales are typically highest in the second and third fiscal quarters, and lowest in the fourth fiscal quarter due to seasonally slower sales during the summer months. Gross profit as a percentage of sales is also lower in the first fiscal quarter due to the product mix of holiday sales. Competition Our competition includes but is not limited to local, regional, national and international conventional and specialty supermarkets, natural foods stores, warehouse membership clubs, online retailers, smaller specialty stores, farmers’ markets, restaurants, and home delivery and meal solution companies, each of which competes with us on the basis of store ambiance and experience, product selection and quality, customer service, price, convenience or a combination of these factors. Trademarks The Company and its subsidiaries have registered or applied to register numerous trademarks, service marks, stylized logos, and brand names in the U.S. and in many additional countries throughout the world. In addition, the Company licenses certain other trademarks. The Company considers certain of its trademarks to be of material importance and actively defends and enforces such trademarks. The duration of trademark registrations varies from country to country; however, trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained. Available Information Our corporate website (www.wholefoodsmarket.com) includes additional information about the Company. The Company’s SEC filings, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, have been made available through our website, free of charge. We have included our website as an inactive textual reference only. Information contained on our website is not incorporated by reference into this Report on Form 10-K.

Table of Contents Item 1A. Risk Factors. Business and Operating Risks Our growth depends on increasing sales in comparable stores and on new store openings, and our failure to achieve these goals could negatively impact our results of operations and financial condition. Our continued growth depends on our ability to increase sales in our comparable stores and open new stores. Our operating results may be materially impacted by fluctuations in our comparable store sales. Our comparable store sales growth could be lower than our historical average for many reasons including the impact of new and acquired stores entering into the comparable store base, the opening of new stores that cannibalize store sales in existing areas, general economic conditions, increased competition, price changes in response to competitive factors, possible supply shortages, and cycling against any year of above-average sales results. Our growth strategy includes opening new stores in existing and new areas and operating those stores successfully. Successful implementation of this strategy is dependent on finding suitable locations, and we face competition from other retailers for such sites. There can be no assurance that we will continue to grow through new store openings. We may not be able to open new stores timely or operate them successfully. Also, we may not be able to successfully hire and train new team members or integrate those team members into the programs and policies of the Company. We may not be able to adapt our distribution, management information and other operating systems to adequately supply products to new stores at competitive prices so that we can operate the stores in a successful and profitable manner. A failure to maintain the privacy and security of customer-related and business information could damage our reputation and business. A compromise of our security systems or those of our business associates that results in our customers’, team members’ or suppliers’ information being obtained by unauthorized persons or a breach of information security laws and regulations could adversely affect our reputation with our customers, team members and others, as well as our operations, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of penalties. In addition, a security breach could require that we expend significant additional resources related to remediation, including changes in the information security systems, and could result in a disruption of our operations, particularly our online business. On September 23, 2017, we discovered unauthorized access of payment card information used at certain venues such as tap rooms and full table-service restaurants located within some stores. We are still in the process of assessing the financial and other impacts of the unauthorized access. Disruptions in our information systems could harm our ability to run our business. We rely extensively on information systems for point-of-sale processing in our stores, supply chain, financial reporting, human resources and various other processes and transactions. Our information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, including breaches of our transaction processing or other systems that could result in the compromise of confidential customer data, catastrophic events, and usage errors by our team members. If our systems are breached, damaged or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in our operations, and face costly litigation, and our reputation with our customers may be harmed. Any material interruption in our information systems may have a material adverse effect on our operating results. As discussed above, we discovered unauthorized access of payment card information used at certain venues within some stores and we are still in the process of assessing the financial and other impacts of the unauthorized access. Disruption of significant supplier relationships could negatively affect our business. UNFI is our single largest third-party supplier, accounting for approximately 33% of our total purchases in fiscal year 2017. Due to this concentration of purchases from a single third-party supplier, the cancellation of our distribution arrangement or the disruption, delay or inability of UNFI to deliver product to our stores may materially and adversely affect our operating results while we establish alternative distribution channels. The loss of key management or difficulties recruiting and retaining qualified team members could negatively affect our business. We are dependent upon a number of key management and other team members. If we were to lose the services of a significant number of key team members within a short period of time, this could have a material adverse effect on our operations. We do not maintain key person insurance on any team member. Our continued success also is dependent upon our ability to attract and retain qualified team members to meet our future growth needs. We face intense competition for qualified team members, many of whom are subject to offers from competing employers. We may not be able to attract and retain necessary team members to operate our business.

Table of Contents A loss in consumer confidence in the safety and quality of certain food products could materially impact our results of operations. We believe our high quality standards differentiate our stores from other supermarkets and enable us to attract and maintain a broad base of loyal customers. Concerns regarding the quality or safety of our food products or our food supply chain, whether true or not, could cause consumers to avoid purchasing certain products from us, or to seek alternative food sources. Any report linking the Company to food contamination, food tampering, mislabeling, or other food safety issues could adversely impact sales and possibly lead to product liability claims or litigation. Claims under our self-insurance program may differ from our estimates, which could materially impact our results of operations. The Company uses a combination of insurance and self-insurance plans to provide for the potential liabilities for workers’ compensation, general liability, property insurance, director and officers’ liability insurance, vehicle liability and team member health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. In addition, a significant number of our stores are in locations that could be affected by natural disasters. In the event of a natural disaster, the Company could incur significant losses and significant expenditures in order to resume operations. Our results could be materially impacted by claims and other expenses related to such plans if future occurrences and claims differ from these assumptions and historical trends. Market and Other External Risks Increased competition may adversely affect our revenues and profitability. Our competitors include but are not limited to local, regional, national and international supermarkets, natural food stores, warehouse membership clubs, online retailers, small specialty stores, farmers’ markets, restaurants, home delivery and meal solution companies. Their businesses compete with us for products, customers and locations. In addition, some are expanding more aggressively in offering a range of natural and organic foods. Some of these competitors may have been in business longer or may have greater financial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their products. As competition in certain areas intensifies, our operating results may be negatively impacted through a loss of sales, reduction in margin from competitive price changes, and/or greater operating costs such as marketing. Adverse publicity may reduce our brand value and negatively impact our business. We believe our Company has built an excellent reputation as a food retailer, socially responsible corporation and employer, and we believe our continued success depends on our ability to preserve, grow and leverage the value of our brand. Brand value is based in large part on perceptions of subjective qualities, and even isolated incidents can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation, which can negatively impact these perceptions and our business. We believe that many customers choose to shop our stores because of their interest in health, nutrition and food safety and that they hold us to a higher food safety standard than other supermarkets. There is increasing governmental scrutiny of and public awareness regarding food safety. The real or perceived sale of contaminated food products by us could result in government enforcement action, private litigation, product recalls and other liabilities, the settlement or outcome of which might have a material adverse effect on our operating results and brand value. Economic conditions that adversely impact consumer spending could materially impact our business. Our operating results may be materially impacted by changes in overall economic conditions that impact consumer confidence and spending, including discretionary spending. Future economic conditions affecting disposable consumer income such as employment levels, business conditions, changes in housing market conditions, the availability of credit, interest rates, tax rates, fuel and energy costs, the impact of natural disasters or acts of terrorism, and other matters could reduce consumer spending or cause consumers to shift their spending to lower-priced competitors. In addition, there can be no assurance that various governmental activities to stimulate the economy will restore consumer confidence or change spending habits. Changes in the availability of quality natural and organic products could impact our business. We source our products from a variety of local, regional, national and international suppliers, and we rely on them to meet our quality standards and supply products in a timely and efficient manner. There is, however, no assurance that quality natural and organic products will be available to meet our needs. Competition has increased for natural, organic, sustainably-sourced, and responsibly- grown products. As other competitors significantly increase their natural and organic product offerings, if new laws require the reformulation of certain products to meet tougher standards, or if natural disasters or other catastrophic events occur, the supply of these products may be constrained.

Table of Contents A widespread health epidemic could materially impact our business. The Company’s business could be severely impacted by a widespread regional, national or global health epidemic. Our stores are a place where customers come together, interact and learn and at the same time discover the many joys of eating and sharing food. A widespread health epidemic may cause customers to avoid public gathering places or otherwise change their shopping behaviors. Additionally, a widespread health epidemic could also adversely impact our business by disrupting production and delivery of products to our stores and by impacting our ability to appropriately staff our stores. Financial Reporting, Legal and Other Regulatory Risks Pending or future legal proceedings could materially impact our results of operations. From time to time, we are party to legal proceedings, including matters involving personnel and employment issues, personal injury, product liability, protecting our intellectual property, acquisitions, and other proceedings arising in the ordinary course of business. Additionally, we are occasionally subject to industry-wide or class-action claims arising from the products we carry or industry-specific business practices. Further, we are involved in several securities class action litigation matters. Additional volatility in the price of our securities could result in additional securities class action litigation matters. Our results could be materially impacted by the decisions and expenses related to pending or future proceedings. Our indebtedness or inability to comply with debt covenants could materially impact our future cash flows. During fiscal year 2016, we completed an offering of $1.0 billion aggregate principal amount of 5.2% senior notes due 2025. Changes in our credit ratings, or in the interest rate environment, could have an adverse impact on our financing costs. A significant portion of our future cash flow from operating activities may be dedicated to the repayment of our indebtedness. Our indebtedness could limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other purposes in the future. There is no guarantee that we will be able to meet our debt service obligations. If we fail to comply with our debt covenants, we will be in default, in which case there can be no assurance that we would be able to cure the default, receive waivers from our lenders, amend the loan agreement or refinance the debt. See Note 8 of the Notes to Consolidated Financial Statements in Part II, “Item 8. Financial Statements and Supplementary Data,” of this report. Changes in accounting standards and estimates could materially impact our results of operations. Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations for many aspects of our business, such as accounting for insurance and self-insurance, inventories, goodwill and intangible assets, store closures, leases, income taxes and share-based payments, are highly complex and involve subjective judgments. Changes in these rules or their interpretation or changes in underlying estimates, assumptions or judgments by our management could significantly change or add significant volatility to our reported earnings without a comparable underlying change in cash flow from operations. Effective tax rate changes and results of examinations by taxing authorities could materially impact our results of operations. Our future effective tax rates could be adversely affected by the earnings mix being lower than historical results in states or countries where we have lower statutory rates and higher-than-historical results in states or countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or interpretations thereof. In addition, we are subject to periodic audits and examinations by the Internal Revenue Service (“IRS”) and other state and local taxing authorities. Our results could be materially impacted by the determinations and expenses related to proceedings by the IRS and other state and local taxing authorities. See Note 10 of the Notes to Consolidated Financial Statements in Part II, “Item 8. Financial Statements and Supplementary Data,” of this report. Unfavorable changes in governmental regulation could harm our business. The Company is subject to various local, state, federal and international laws, regulations and administrative practices affecting our business, and we must comply with provisions regulating health and sanitation standards, weights and measures, food labeling, equal employment, minimum wages, and licensing for the sale of food and, in some stores, alcoholic beverages. Our new store openings could be delayed or prevented or our existing stores could be impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses. Changes in existing laws, changes in the enforcement of existing laws, or implementation of new laws, regulations and practices could have a significant impact on our business. The USDA’s Organic Rule facilitates interstate commerce and the marketing of organically produced food, and provides assurance to our customers that such products meet consistent, uniform standards. Compliance with this rule could pose a significant burden on some of our suppliers, which may cause a disruption in some of our product offerings.

Table of Contents We cannot predict the nature of future laws, regulations, interpretations or applications, or determine what effect either additional government regulations or administrative orders, when and if promulgated, or disparate local, state, federal and international regulatory schemes would have on our business in the future. They could, however, require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not able to be reformulated, additional recordkeeping, expanded documentation of the properties of certain products, expanded or different labeling and/or scientific substantiation. Any or all of such requirements could have an adverse effect on our operating results. A failure or our internal control over financial reporting could materially impact our business. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. An internal control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all internal control systems, internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud, and could expose us to litigation. The Company’s management concluded that its internal control over financial reporting was effective as of September 24, 2017. See Management’s Report on Internal Control over Financial Reporting in Part 11, “Item 9A. Controls and Procedures,” of this report. Item 1B. Unresolved Staff Comments. Not applicable. Item 2. Properties. As of September 24, 2017, we operated 470 stores totaling 18.7 million gross square feet. We own 17 stores and three distribution facilities. All other stores, distribution centers, bakehouses and administrative facilities are leased, and we have options to renew most of our leases in five-year increments. The following table shows the number of our stores by U.S. state, the District of Columbia, Canada and the U.K. as of September 24, 2017:

Location Number of stores Location

Number of stores Location

Number of stores

Alabama 4 Kansas 4 New York 20 Arizona 10 Kentucky 2 North Carolina 13 Arkansas 2 Louisiana 7 Ohio 10 California 84 Maine 1 Oklahoma 3 Canada 13 Maryland 10 Oregon 10 Colorado 19 Massachusetts 31 Pennsylvania 12 Connecticut 9 Michigan 7 Rhode Island 3 District of Columbia 4 Minnesota 7 South Carolina 4 Florida 26 Mississippi 1 Tennessee 6 Georgia 10 Missouri 3 Texas 32 Hawaii 3 Nebraska 2 United Kingdom 9 Idaho 1 Nevada 5 Utah 4 Illinois 26 New Hampshire 2 Virginia 13 Indiana 4 New Jersey 17 Washington 10 Iowa 1 New Mexico 3 Wisconsin 3 Item 3. Legal Proceedings. Information related to our legal proceedings is discussed in Note 14 of the Notes to Consolidated Financial Statements in Part II, “Item 8. Financial Statements and Supplementary Data,” of this report. Item 4. Mine Safety Disclosures.

Not applicable.

Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. With the consummation of the merger contemplated by the Agreement and Plan of Merger by and among the Company, Amazon.com, Inc., and Walnut Merger Sub, Inc., a wholly-owned subsidiary of Amazon.com, Inc. (the “Merger”) on August 28, 2017, the Company became an indirect wholly-owned subsidiary of Amazon.com, Inc. and the Company’s common stock was delisted from the Nasdaq Global Select Market. There is no established trading market for our equity securities as of the closing date of the Merger. An indirect wholly owned subsidiary of Amazon.com, Inc. is the sole holder of record of our equity. Prior to the closing of the Merger, the common stock of the Company was traded on Nasdaq under the symbol “WFM.” Dividends The following table provides a summary of dividends declared per common share during fiscal years 2017 and 2016 (in millions, except per share amounts):

Date of declaration Dividend per

common share Date of record Date of payment Total amount Fiscal year 2017: November 2, 2016 $ 0.140 January 13, 2017 January 24, 2017 $ 45 February 17, 2017 0.140 April 7, 2017 April 18, 2017 45 June 7, 2017 0.180 June 30, 2017 July 11, 2017 58 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 Since completion of the Merger, the Company has not paid any dividends. Issuer Purchases of Equity Securities There were no share repurchases for the period from July 3, 2017 through the closing of the Merger. Item 6. Selected Financial Data. Omitted under the reduced disclosure format permitted by General Instruction I(2)(a) of Form 10-K.

Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Prepared under the reduced disclosure format permitted by General Instruction I(2)(a) of Form 10-K. The following table sets forth the Company’s consolidated statements of operations data expressed as a percentage of sales:

2017 2016 2015 Sales 100.0 % 100.0 % 100.0% Cost of goods sold and occupancy costs 66.3 65.6 64.8

Gross profit 33.7 34.4 35.2 Selling, general and administrative expenses 28.9 28.5 29.1 Merger-related expenses 1.0 — — Pre-opening expenses 0.4 0.4 0.4 Relocation, store closure and lease termination costs 0.6 0.1 0.1

Operating income 2.9 5.5 5.6 Interest expense (0.3) (0.4) — Investment and other income — 0.1 0.1

Income before income taxes 2.6 5.3 5.7 Provision for income taxes 1.1 2.0 2.2

Net income 1.5 % 3.2 % 3.5% Figures may not sum due to rounding. Sales Sales totaled approximately $16.0 billion, $15.7 billion and $15.4 billion in fiscal years 2017, 2016 and 2015, respectively, representing increases of 2.0%, 2.2% and 8.4% over the previous fiscal years, respectively. Comparable store sales are reflected in the table below for the fiscal years indicated.

2017 2016 2015 Comparable store sales (1.5)% (2.5)% 2.5% Change in transactions (2.4)% (2.6)% 0.8% Change in basket size 0.9 % 0.1 % 1.7% The rapidly increasing availability of fresh, healthy foods across many existing as well as new channels has had a negative impact on our comparable store sales growth over the last two years. During fiscal year 2017, the decline in transaction count was partially offset by an improvement in basket size over the prior fiscal year. Comparable store sales contributed approximately 95.3%, 94.3% and 93.3% to total sales in fiscal years 2017, 2016 and 2015, respectively. In fiscal year 2017, there were 455 locations in the comparable store base as compared to 427 locations and 390 locations as of September 25, 2016 and September 27, 2015, respectively. Gross Profit Gross profit totaled approximately $5.4 billion, $5.4 billion and $5.4 billion in fiscal years 2017, 2016 and 2015, respectively. Gross profit as a percentage of sales decreased 74 basis points in fiscal year 2017 compared to the prior fiscal year. Net LIFO inventory reserves increased approximately $5 million and $1 million during fiscal years 2017 and 2015, respectively, compared to a decrease of approximately $7 million in fiscal year 2016. Results during fiscal year 2015 also include a supplier credit of approximately $9 million. Excluding these charges, gross profit as a percentage of sales decreased 66 basis points and 77 basis points in fiscal years 2017 and 2016, respectively, compared to the prior fiscal year due primarily to increases in cost of goods sold, reflecting our ongoing value strategy, and occupancy costs as a percentage of sales.

Table of Contents Selling, General and Administrative Expenses Selling, general and administrative expenses totaled approximately $4.6 billion, $4.5 billion and $4.5 billion in fiscal years 2017, 2016 and 2015, respectively. During fiscal year 2017, selling, general, and administrative included asset impairment charges totaling $26 million, advisory fees of $11 million, and $13 million associated with Mr. Robb’s separation agreement. Excluding these charges, selling, general and administrative expenses increased 9 basis points as a percentage of sales as compared to the prior year. During fiscal year 2015, selling, general, and administrative expenses included asset impairment charges totaling approximately $47 million, one-time termination charges of $34 million, and approximately $8 million of expense related to the implementation of California’s new paid sick leave law. Excluding these charges, selling, general and administrative expenses increased eight basis points as a percentage of sales in fiscal year 2015 compared to the prior year. Selling, general, and administrative expenses also include marketing expenses totaling approximately $58 million, $30 million and $13 million in fiscal years 2017, 2016 and 2015, respectively, associated with the Company’s national brand campaign. Additionally, selling, general and administrative expenses included $8 million in expenses related to the Affinity program in fiscal year 2017. Share-based payment expense before income taxes during fiscal years 2017, 2016, and 2015 totaled approximately $114 million, $49 million, and $64 million, respectively. The total included in share-based payment expense due to the Merger was approximately $78 million in fiscal 2017. Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the fiscal years indicated (in millions):

2017 2016 2015 Cost of goods sold and occupancy costs $ 3 $ 2 $ 2 Selling, general and administrative expenses 33 47 62 Merger-related expense 78 — — Share-based payment expense before income taxes 114 49 64 Income tax benefit 44 (19) (25) Net share-based payment expense $ 158 $ 30 $ 39 Merger-related Expenses Merger-related expenses totaled approximately $156 million in fiscal year 2017 in connection with the Merger. There were no merger- related expenses incurred in fiscal years 2016 or 2015. Pre-opening Expenses Pre-opening expenses totaled approximately $60 million, $64 million and $67 million in fiscal years 2017, 2016 and 2015, respectively. Relocation, Store Closure and Lease Termination Costs Relocation, store closure and lease termination costs totaled approximately $95 million, $13 million and $16 million in fiscal years 2017, 2016 and 2015, respectively. The increase in relocation, store closure and lease termination costs in fiscal year 2017 primarily relates to the nine stores and three commissary kitchens closed in the second fiscal quarter, including approximately $52 million in asset impairment charges. The numbers of stores opened, acquired and relocated were as follows:

2017 2016 2015 New and acquired stores 24 25 32 Relocated stores 7 3 6 Interest Expense Interest expense, primarily related to the Company’s $1.0 billion offering of 5.2% senior notes completed on December 3, 2015, totaled approximately $49 million and $41 million in fiscal years 2017 and 2016, respectively. Interest expense was not material during fiscal year 2015. Investment and Other Income Investment and other income which includes gift card breakage, interest income, investment gains and losses and other income, totaled approximately $7 million, $11 million and $17 million in fiscal years 2017, 2016 and 2015, respectively.

Table of Contents Income Taxes Income taxes resulted in an effective tax rate of approximately 41.2%, 38.7% and 39.0% in fiscal years 2017, 2016 and 2015, respectively. The higher effective tax rate in fiscal year 2017 primarily reflects certain transaction costs incurred as a part of the Merger and adjustments to our uncertain tax positions. Data Breach On September 23, 2017, we discovered unauthorized access of payment card information used at certain venues such as tap rooms and full table-service restaurants located within some stores. These venues use a different point of sale system than our primary store checkout systems, and payment cards used at the primary store checkout systems were not affected. We conducted an investigation, obtained the help of a leading cyber security forensics firm, and contacted law enforcement. We are using a different system for payment card acceptance at these venues and stopped the unauthorized activity. We are still in the process of assessing the financial and other impacts of the unauthorized access, but we currently do not believe that it is material to our financial statements. Although no final determination has been made, we have cyber liability insurance coverage that we expect to cover the related liabilities, subject to a customary deductible. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are primarily exposed to interest rate changes on our investments. We do not use financial instruments for trading or other speculative purposes. We are also exposed to foreign exchange fluctuations on our foreign subsidiaries. The analysis presented for each of our market risk sensitive instruments is based on a 10% change in interest or currency exchange rates. These changes are hypothetical scenarios used to calibrate potential risk and do not represent our view of future market changes. As the hypothetical figures discussed below indicate, changes in fair value based on the assumed change in rates generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. The effect of a variation in a particular assumption is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which may magnify or counteract the sensitivities. Interest Rate Risk We seek to minimize the risks from interest rate fluctuations through ongoing evaluation of the composition of our investments. The Company holds short-term investments that are classified as cash equivalents. We had cash equivalent investments totaling approximately $45 million and $138 million at September 24, 2017 and September 25, 2016, respectively. The Company also holds available-for-sale securities generally consisting of state and local municipal obligations and corporate bonds and commercial paper which hold high credit ratings. We had short-term and long-term investments totaling approximately $504 million and $121 million, respectively, at September 24, 2017. At September 25, 2016, we held short-term investments totaling approximately $379 million. We have outstanding $1.0 billion aggregate principal amount of senior notes due 2025 (the “Notes”). The Notes bear interest at a fixed rate equal to 5.2% per year, payable semiannually. The interest rate payable on the Notes is subject to adjustment upon the occurrence of certain credit rating events described in the governing indenture. A downgrade in credit rating from either Moody’s or S&P would not materially affect annual interest payments. Additional information on the Notes as of September 24, 2017 is as follows (in millions):

September 24,

2017 Senior notes:

Outstanding balance $ 999 Fixed interest rate 5.200%

The nature and amount of our long-term debt may vary as a result of future business requirements, market conditions, and other factors. Fluctuations in interest rates may affect the fair value of the fixed-rate debt. The estimated fair value of the Company’s long- term debt is included in Note 8 of the Notes to the Consolidated Financial Statements. These investments are recorded at fair value and are generally short term in nature, and therefore changes in interest rates would not have a material impact on the valuation of these investments. During fiscal years 2017 and 2016, a hypothetical 10% increase or decrease in interest rates would not have materially affected interest income earned on these investments.

Table of Contents Foreign Currency Risk The Company is exposed to foreign currency exchange risk. We own and operate thirteen stores in Canada and nine stores in the U.K. Sales made from stores in Canada and the U.K. are made in exchange for Canadian dollars and Great Britain pound sterling, respectively. The Company does not currently hedge against the risk of exchange rate fluctuations. At September 24, 2017, a hypothetical 10% change in value of the U.S. dollar relative to the Canadian dollar or Great Britain pound sterling would not have materially affected our consolidated financial statements.

Table of Contents Item 8. Financial Statements and Supplementary Data. Whole Foods Market, Inc. Index to Consolidated Financial Statements

Page Report of Independent Registered Public Accounting Firm 13 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 14 Consolidated Balance Sheets at September 24, 2017 and September 25, 2016 15 Consolidated Statements of Operations for the fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 16 Consolidated Statements of Comprehensive Income for the fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 17 Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 18 Consolidated Statements of Cash Flows for the fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 19 Notes to Consolidated Financial Statements 20

Table of Contents Whole Foods Market, Inc. Report of Independent Registered Public Accounting Firm The Sole Shareholder of Whole Foods Market, Inc.

We have audited the accompanying consolidated balance sheets of Whole Foods Market, Inc. as of September 24, 2017 and September 25, 2016, and the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended September 24, 2017. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Whole Foods Market, Inc. at September 24, 2017 and September 25, 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 24, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Whole Foods Market, Inc.'s internal control over financial reporting as of September 24, 2017 based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 17, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Austin, Texas

November 17, 2017

Table of Contents Whole Foods Market, Inc. Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting The Sole Shareholder of Whole Foods Market, Inc.

We have audited Whole Foods Market, Inc.’s internal control over financial reporting as of September 24, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Whole Foods Market, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Whole Foods Market, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 24, 2017 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Whole Foods Market, Inc. as of September 24, 2017 and September 25, 2016 and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended September 24, 2017 of Whole Foods Market, Inc. and our report dated November 17, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Austin, Texas

November 17, 2017

Table of Contents Whole Foods Market, Inc. Consolidated Balance Sheets (In millions, except share amounts)

Assets September 24,

2017 September 25,

2016 Current assets:

Cash and cash equivalents $ 322 $ 351 Short-term investments - available-for-sale securities 504 379 Restricted cash 124 122 Accounts receivable 242 242 Merchandise inventories 471 517 Prepaid expenses and other current assets 143 167 Receivable from Parent 124 — Deferred income taxes 215 197

Total current assets 2,145 1,975 Property and equipment, net of accumulated depreciation and amortization 3,514 3,442 Long-term investments - available-for-sale securities 121 — Goodwill 710 710 Intangible assets, net of accumulated amortization 68 74 Deferred income taxes 74 100 Other assets 44 40

Total assets $ 6,676 $ 6,341 Liabilities and Shareholders’ Equity Current liabilities:

Current installments of long-term debt and capital lease obligations $ 2 $ 3 Accounts payable 371 307 Accrued payroll, bonus and other benefits due team members 397 407 Dividends payable — 43 Other current liabilities 585 581

Total current liabilities 1,355 1,341 Long-term debt and capital lease obligations, less current installments 1,081 1,048 Deferred lease liabilities 690 640 Other long-term liabilities 120 88

Total liabilities 3,246 3,117 Commitments and contingencies

Shareholders’ equity: Common stock, no par value, 600,000,000 and 1,200,000,000 shares authorized at 2017 and 2016, respectively; 100 and 376,988,000 shares issued; 100 and 318,323,000 shares outstanding at 2017 and 2016, respectively 2,972 2,933 Common stock in treasury, at cost, 0 and 58,665,000 shares at 2017 and 2016, respectively — (2,026) Accumulated other comprehensive loss (38) (32) Retained earnings 496 2,349

Total shareholders’ equity 3,430 3,224 Total liabilities and shareholders’ equity $ 6,676 $ 6,341

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents Whole Foods Market, Inc. Consolidated Statements of Operations Fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 (In millions)

2017 2016 2015 Sales $ 16,030 $ 15,724 $ 15,389 Cost of goods sold and occupancy costs 10,633 10,313 9,973

Gross profit 5,397 5,411 5,416 Selling, general and administrative expenses 4,627 4,477 4,472 Merger-related expenses 156 — — Pre-opening expenses 60 64 67 Relocation, store closure and lease termination costs 95 13 16

Operating income 459 857 861 Interest expense (49) (41) — Investment and other income 7 11 17

Income before income taxes 417 827 878 Provision for income taxes 172 320 342

Net income $ 245 $ 507 $ 536 The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents Whole Foods Market, Inc. Consolidated Statements of Comprehensive Income Fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 (In millions)

2017 2016 2015 Net income $ 245 $ 507 $ 536 Other comprehensive loss, net of tax:

Foreign currency translation adjustments (6) (4) (21) Other comprehensive loss, net of tax (6) (4) (21) Comprehensive income $ 239 $ 503 $ 515 The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents Whole Foods Market, Inc. Consolidated Statements of Shareholders’ Equity Fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 (In millions, except per share amounts)

outstanding Common

stock

Common stock in treasury

Accumulated other

comprehensive income (loss)

Retained earnings

Total shareholders’

equity 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 Net income — — — — 245 245 Other comprehensive loss, net of tax — — — (6) — (6) Dividends ($0.46 per common share) — — — — (147) (147) Issuance of common stock pursuant to team member stock plans 2.2 (24) 76 — — 52 Retirement of treasury stock (Note 11) — — 1,950 — (1,950) — Net tax deficiency related to cancellation of team member stock options — (65) — — — (65) Share-based payment expense — 114 — — — 114 Other (Note 11) (320.5) 14 — — (1) 13 Balances at September 24, 2017 — $ 2,972 $ — $ (38) $ 496 $ 3,430 The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents Whole Foods Market, Inc. Consolidated Statements of Cash Flows Fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 (In millions)

2017 2016 2015 Cash flows from operating activities Net income $ 245 $ 507 $ 536 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 495 498 439 Impairment of long-lived assets 78 5 48 Share-based payment expense 114 49 64 LIFO expense (benefit) 5 (7) 1 Deferred income tax expense (benefit) 8 47 (43) Excess tax benefit related to exercise of team member stock options (3) (4) (11) Accretion of premium/discount on marketable securities 2 1 17 Deferred lease liabilities 63 43 32 Other 13 11 5 Net change in current assets and liabilities:

Accounts receivable — (24) (21) Merchandise inventories 42 (11) (61) Prepaid expenses and other current assets 14 (59) (9) Accounts payable 63 13 20 Accrued payroll, bonus and other benefits due team members (10) (29) 58 Other current liabilities (22) 62 47

Net change in other long-term liabilities 31 14 7 Net cash provided by operating activities 1,138 1,116 1,129

Cash flows from investing activities Development costs of new locations (348) (395) (516) Other property and equipment expenditures (298) (321) (335) Purchases of available-for-sale securities (959) (593) (494) Sales and maturities of available-for-sale securities 712 431 928 Purchases of intangible assets — (2) (3) Payment for purchase of acquired entities, net of cash acquired — (11) (4) Other investing activities (13) (8) (12)

Net cash used in investing activities (906) (899) (436) Cash flows from financing activities Purchases of treasury stock (2) (944) (513) Common stock dividends paid (190) (177) (184) Payments to option holders on behalf of Parent (124) — — Issuance of common stock 51 19 66 Excess tax benefit related to exercise of team member stock options 3 4 11 Proceeds from long-term borrowings — 999 — Proceeds from revolving line of credit — 300 — Payments on long-term debt and capital lease obligations (3) (306) (1) Other financing activities — (8) (1)

Net cash used in financing activities (265) (113) (622)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 6 5 (6) Net change in cash, cash equivalents and restricted cash (27) 109 65 Cash, cash equivalents and restricted cash at beginning of period 473 364 299 Cash, cash equivalents and restricted cash at end of period $ 446 $ 473 $ 364 Supplemental disclosure of cash flow information:

Federal and state income taxes paid $ 192 $ 377 $ 383 Interest paid $ 52 $ 27 $ —

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents Whole Foods Market, Inc. Notes to Consolidated Financial Statements Fiscal years ended September 24, 2017, September 25, 2016 and September 27, 2015 (1) Description of Business Whole Foods Market is the leading natural and organic foods supermarket and is a mission-driven company that aims to set the standards of excellence in food retailing. Through our growth, we have had a significant and positive impact on the natural and organic foods movement throughout the United States, helping lead the industry to nationwide acceptance over the last 39 years. As of September 24, 2017, we operated 470 stores: 448 stores in 42 United States (“U.S.”) states and the District of Columbia; 13 stores in Canada; and 9 stores in the United Kingdom (“U.K.”). The Company has one operating segment and a single reportable segment, natural and organic foods supermarkets. Whole Foods Market became an indirect wholly owned subsidiary of Amazon.com, Inc. (the “Parent”) (Nasdaq: AMZN) on August 28, 2017. The following is a summary of annual percentage sales and net long-lived assets by geographic area for the fiscal years indicated:

2017 2016 2015 Sales:

United States 97.0% 97.1% 96.9% Canada and United Kingdom 3.0 2.9 3.1

Total sales 100.0% 100.0% 100.0% Long-lived assets, net:

United States 97.3% 97.5% 97.4% Canada and United Kingdom 2.7 2.5 2.6

Total long-lived assets, net 100.0% 100.0% 100.0% The following is a summary of annual percentage sales by product category for the fiscal years indicated:

2017 2016 2015 Perishables:

Prepared foods and bakery 18.8% 18.9% 19.0% Other perishables 48.4 47.6 47.5

Total perishables 67.2 66.5 66.5 Non-perishables 32.8 33.5 33.5

Total sales 100.0% 100.0% 100.0% (2) Summary of Significant Accounting Policies Definition of Fiscal Year The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. Fiscal years 2017, 2016 and 2015 were 52-week years. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. All significant majority-owned subsidiaries are consolidated on a line-by-line basis, and all significant intercompany accounts and transactions with majority-owned subsidiaries are eliminated upon consolidation. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Investments Available-for-sale investments are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, on available- for-sale investments are excluded from earnings and are reported as a separate component of shareholders’ equity until realized. A decline in the fair value of any available-for-sale security below cost that is deemed to be other than temporary results in a reduction of the carrying amount to fair value. The impairment is charged to earnings and a new cost basis of the security is established. The Company considers several factors when determining whether an impairment is other than temporary, including the extent and duration

of the decline in fair value and whether it is more likely than not that we will be required to sell the security before recovery of its basis. Cost basis is established and maintained utilizing the specific identification method.

Table of Contents The Company also holds certain equity interests accounted for using the cost method of accounting. Equity investments without readily determinable fair values for which we do not have the ability to exercise significant influence are accounted for using the cost method of accounting and classified as “Other assets” on the Consolidated Balance Sheet. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions, and additional investments. Additionally, the Company holds certain equity interests accounted for using the equity method of accounting. Restricted Cash Restricted cash primarily relates to cash held as collateral to support a portion of our projected workers’ compensation obligations. Additionally, the Company holds restricted cash as a rent guarantee on certain operating leases through fiscal year 2020. Accounts Receivable Accounts receivable are shown net of related allowances and consist primarily of credit card receivables, vendor receivables, customer purchases, and occupancy-related receivables. Vendor receivable balances are generally presented on a gross basis separate from any related payable due. Allowance for doubtful accounts is calculated based on historical experience, customer credit risk and application of the specific identification method and was not material in fiscal year 2017 or 2016. Inventories The Company values inventories at the lower of cost or market. Cost was determined using the dollar value retail last-in, first-out (“LIFO”) method for approximately 92.9% and 91.8% of inventories in fiscal years 2017 and 2016, respectively. Under the LIFO method, the cost assigned to items sold is based on the cost of the most recent items purchased. As a result, the costs of the first items purchased remain in inventory and are used to value ending inventory. The excess of estimated current costs over LIFO carrying value, or LIFO reserve, was approximately $47 million and $42 million at September 24, 2017 and September 25, 2016, respectively. Costs for remaining inventories are determined by the first-in, first-out method. Cost before the LIFO adjustment is principally determined using the item cost method, which is calculated by counting each item in inventory, assigning costs to each of these items based on the actual purchase cost (net of vendor allowances) of each item and recording the actual cost of items sold. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation and amortization. The Company provides depreciation of equipment over the estimated useful lives (generally 3 to 15 years) using the straight-line method, and provides amortization of leasehold improvements and real estate assets under capital leases on a straight-line basis over the shorter of the estimated useful lives of the improvements or the expected terms of the related leases. The Company provides depreciation of buildings over the estimated useful lives (generally 20 to 50 years) using the straight-line method. Costs related to a projected site determined to be unsatisfactory and general site selection costs that cannot be identified with a specific store location are charged to operations currently. The Company recognizes a liability for the fair value of a conditional asset retirement obligation when the obligation is incurred. Repair and maintenance costs are expensed as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the balance sheet and any gain or loss is reflected in earnings. Leases The Company generally leases stores, non-retail facilities and administrative offices under operating leases. Store lease agreements generally include rent holidays, rent escalation clauses and contingent rent provisions for percentage of sales in excess of specified levels. We recognize rent on a straight-line basis over the expected term of the lease, which includes rent holiday periods and scheduled rent increases. The expected lease term begins with the date the Company has the right to possess the leased space for construction and other purposes. The expected lease term may also include the exercise of renewal options if the exercise of the option is determined to be reasonably assured. The expected lease term is also used in the determination of whether a store lease is a capital or operating lease. Amortization of land and building under capital lease is included with occupancy costs, while the amortization of equipment under capital lease is included with depreciation expense. Additionally, we review leases for which we are involved in construction to determine whether build-to-suit and sale-leaseback criteria are met. For those leases that trigger specific build-to-suit accounting, developer assets are recorded during the construction period with an offsetting liability. Developer assets recorded as of September 24, 2017 totaling approximately $19 million, with the offsetting liability included in the “Other current liabilities” line item on the Consolidated Balance Sheets. As of September 25, 2016, developer assets were not material. Sale-leaseback transactions are recorded as financing lease obligations. We record tenant improvement allowances and rent holidays as deferred rent liabilities, and amortize the deferred rent over the expected lease term to rent. We record rent liabilities for contingent percentage of sales lease provisions when we determine that it is probable that the specified levels as defined by the lease will be reached.

Table of Contents Goodwill and Intangible Assets Goodwill consists of the excess of cost of acquired enterprises over the sum of the amounts assigned to identifiable assets acquired less liabilities assumed. Goodwill is reviewed for impairment annually at the Company’s fiscal year end, or more frequently if impairment indicators arise, on a reporting unit level. We allocate goodwill to one reporting unit for goodwill impairment testing. A qualitative assessment, based on macroeconomic factors, industry and market conditions and company-specific performance, is performed to determine whether it is more likely than not that the fair value of the reporting unit is impaired. If it is more likely than not, we compare our fair value, which is determined utilizing both a market value method and discounted projected future cash flows, to our carrying value for the purpose of identifying impairment. Intangible assets include acquired leasehold rights, favorable lease assets, trade names, brand names, patents, liquor licenses, license agreements, and non-competition agreements. The Company amortizes definite-lived intangible assets on a straight-line basis over the period the intangible asset is expected to generate cash flows, generally the life of the related agreement. Currently, the Company’s intangible assets are comprised solely of contract-based intangible assets. The weighted average life is approximately 16 years. Indefinite-lived intangible assets are reviewed for impairment quarterly, or whenever events or changes in circumstances indicate the carrying amount of an intangible asset may not be recoverable. Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of The Company evaluates long-lived assets for impairment whenever events or changes in circumstances, such as unplanned negative cash flow, short lease life, or a plan to close is established, indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets. The fair value, based on hierarchy input Level 3, is determined using management’s best estimate based on a discounted cash flow model based on future store operating results using internal projections of future net sales and comparable store sales, or based on a review of the future benefit the Company anticipates receiving from the related assets. Additionally for closing locations, the Company estimates net future cash flows based on its experience and knowledge of the area in which the closed property is located and, when necessary, utilizes local real estate brokers. Estimates of future net sales and comparable store sales may vary based upon current and anticipated business trends, including increased competition and the opening of new stores that cannibalize store sales in existing areas. Changes in these forecasts could significantly change the amount of impairment recorded, if any. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. When the Company impairs assets related to an operating location, a charge to write down the related assets is included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Operations. When the Company commits to relocate, close, or dispose of a location, a charge to write down the related assets to their estimated recoverable value is included in the “Relocation, store closure and lease termination costs” line item on the Consolidated Statements of Operations. Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value in accordance with the framework for measuring fair value in generally accepted accounting principles. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value:

• 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. The Company holds money market fund investments that are classified as cash equivalents that are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets. The Company also holds available-for-sale securities generally consisting of state and local municipal obligations and corporate bonds and commercial paper which hold high credit ratings. These instruments are valued using a series of multi-dimensional relational models and series of matrices with standard inputs obtained from readily available pricing sources and other observable market data, such as benchmark yields and base spread. Investments are stated at fair value with unrealized gains and losses, net of related tax effect, included as a component of shareholders’ equity until realized. Declines in fair value below the Company’s carrying value deemed to be other than temporary are charged against net earnings. The carrying amounts of accrued payroll, bonuses and other benefits due team members, and other accrued expenses approximate fair value because of their short maturities. Store closure reserves and estimated workers’ compensation claims are recorded at net present value to approximate fair value.

Table of Contents Insurance and Self-Insurance Reserves The Company uses a combination of insurance and self-insurance plans to provide for the potential liabilities for workers’ compensation, general liability, property insurance, director and officers’ liability insurance, vehicle liability, and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. The Company had insurance liabilities totaling approximately $198 million and $180 million at September 24, 2017 and September 25, 2016, respectively, included in the “Other current liabilities” line item on the Consolidated Balance Sheets. Reserves for Closed Properties The Company maintains reserves for retail stores and other properties that are no longer being utilized in current operations. The Company provides for closed property operating lease liabilities using the present value of the remaining noncancelable lease payments and lease termination fees after the closing date, net of estimated subtenant income. The closed property lease liabilities are expected to be paid over the remaining lease terms, which generally range from four months to nineteen years. The Company estimates subtenant income and future cash flows based on the Company’s experience and knowledge of the area in which the closed property is located, the Company’s previous efforts to dispose of similar assets and existing economic conditions. Reserves for closed properties are included in the “Other current liabilities” and “Other long-term liabilities” line items on the Consolidated Balance Sheets. The reserves for closed properties include management’s estimates for lease subsidies, lease terminations and future payments on exited real estate. Adjustments to closed property reserves primarily relate to changes in existing economic conditions, subtenant income or actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the changes become known. Revenue Recognition We recognize revenue for sales of our products at the point of sale. Discounts provided to customers at the point of sale are recognized as a reduction in sales as the products are sold. Sales taxes are not included in revenue. Cost of Goods Sold and Occupancy Costs Cost of goods sold includes cost of inventory sold during the period (net of discounts and allowances), distribution and food preparation costs, and shipping and handling costs. The Company receives various rebates from third-party vendors in the form of purchase or sales volume discounts and payments under cooperative advertising agreements. Purchase volume discounts are calculated based on actual purchase volumes. Volume discounts and cooperative advertising discounts in excess of identifiable advertising costs are recognized as a reduction of cost of goods sold when the related merchandise is sold. The Company utilizes forward purchases to limit its exposures to changes in commodity prices. All forward purchase commitments are established at current prices and recorded through cost of goods sold at settlement. Occupancy costs include store rental costs, property taxes, utility costs, repair and maintenance costs, and property insurance. Our largest supplier, United Natural Foods, Inc., accounted for approximately 33.2%, 32.5% and 32.0% of our total purchases in fiscal years 2017, 2016 and 2015, respectively. Selling, General and Administrative Expenses Selling, general and administrative expenses consist of retail operational expenses, marketing, and corporate and regional administrative support costs. Advertising expense for fiscal years 2017, 2016 and 2015 was approximately $113 million, $96 million and $89 million, respectively. Advertising costs are charged to expense when incurred, except for certain production costs that are charged to expense when the advertising first takes place. Pre-opening Expenses Pre-opening expenses include rent expense incurred during construction of new facilities and costs related to new location openings, including costs associated with hiring and training personnel, smallwares, supplies and other miscellaneous costs. Rent expense is generally incurred approximately nine months prior to a store’s opening date. Other pre-opening expenses are incurred primarily in the 60 days prior to a new store opening. Pre-opening costs are expensed as incurred. Relocation, Store Closure and Lease Termination Costs Relocation costs consist of moving costs, estimated remaining net lease payments, accelerated depreciation costs, related asset impairment, and other costs associated with replaced facilities. Store closure costs consist of estimated remaining lease payments, accelerated depreciation costs, related asset impairment, and other costs associated with closed facilities. Lease termination costs consist of estimated remaining net lease payments for terminated leases and idle properties, and associated asset impairments.

Table of Contents Share-Based Payments In connection with the Company’s acquisition by Amazon.com, Inc. on August 28, 2017, all outstanding options were canceled and those for which the merger consideration per share exceeded the exercise price per share were converted into cash for the excess amount. Expense associated with the acceleration of the vesting period for stock options is included in “merger-related expenses” on the Statement of Operations. Stock options with an exercise price per share greater than or equal to the merger consideration per share were canceled for no consideration or payment. The Company maintained several share-based incentive plans. We granted both options to purchase common stock and restricted common stock under our Whole Foods Market 2009 Stock Incentive Plan. All options outstanding were governed by the original terms and conditions of the grants, unless modified by a subsequent agreement. Options were granted at an option price equal to the market value of the stock at the grant date and generally vested ratably over a four- or nine- year period beginning one year from grant date and had a five, seven, or ten year term. The grant date was established once the Company’s Board of Directors approved the grant and all key terms were determined. The exercise prices of our stock option grants were the closing price on the grant date. Stock option grant terms and conditions were communicated to team members within a relatively short period of time. The Company generally approved one primary stock option grant annually, occurring during a trading window. Restricted common stock was granted at the market price of the stock on the day of grant and generally vested over a four- or six-year period. The Company used the Black-Scholes multiple option pricing model which required extensive use of accounting judgment and financial estimates, including estimates of the expected term team members retained their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term, and the number of options that were forfeited prior to the completion of their vesting requirements. The related share-based payment expense was recognized on a straight-line basis over the vesting period. The tax savings resulting from tax deductions in excess of expense reflected in the Company’s financial statements was reflected as a financing cash flow. All full-time team members with a minimum of 400 hours of service could purchase our common stock through payroll deductions under the Company’s Team Member Stock Purchase Plan (“TMSPP”). The TMSPP provided for a 5% discount on the shares’ purchase date market value, which meets the share-based payment “Safe Harbor” provisions, and therefore was non-compensatory. As a result, no compensation expense was recognized for our team member stock purchase plan. Income Taxes The Company recognizes deferred income tax assets and liabilities by applying statutory tax rates in effect at the balance sheet date to differences between the book basis and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Deferred tax assets and liabilities are adjusted to reflect changes in tax laws or rates in the period that includes the enactment date. The Company may recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Significant accounting judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. The Company believes that its tax positions are consistent with applicable tax law, but certain positions may be challenged by taxing authorities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. In addition, we are subject to periodic audits and examinations by the IRS and other state and local taxing authorities. Although we believe that our estimates are reasonable, actual results could differ from these estimates. Treasury Stock Under the Company’s stock repurchase program, the Company could repurchase shares of the Company’s common stock on the open market that were held in treasury at cost. Shares held in treasury could be reissued to satisfy exercises of stock options and issuances of restricted stock awards. The Company’s common stock has no par value. The Company retired its treasury shares on August 28, 2017 in connection with the Amazon merger, which was recorded as an offsetting reduction of retained earnings totaling $1.95 billion. Comprehensive Income Comprehensive income consists of: net income; foreign currency translation adjustments; and unrealized gains and losses on available- for-sale securities, net of income tax, and is reflected in the Consolidated Statements of Comprehensive Income.

Table of Contents Foreign Currency Translation The Company’s operations in Canada and the U.K. use their local currency as their functional currency. Foreign currency transaction gains and losses related to Canadian intercompany operations are charged to net income in the period incurred. Foreign currency gains and losses were not material in fiscal year 2017, 2016 or 2015. Intercompany transaction gains and losses associated with our U.K. operations are excluded from the determination of net income since these transactions are considered long-term investments in nature. Assets and liabilities are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at the average exchange rates during the fiscal year. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual amounts could differ from those estimates. Reclassifications Where appropriate, we have reclassified prior years’ financial statements to conform to current year presentation. Recent Accounting Pronouncements The following table provides a brief description of recently issued accounting pronouncements:

Standard Description Effective Date

Effect on financial statements and other significant matters

ASU No. 2017-04 Simplifying the Test for Goodwill Impairment (Topic 350)

The amendments eliminate Step 2 from the goodwill impairment test. Instead, an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value should be recognized; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss should also be considered, if applicable. The amendments should be applied on a prospective 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. 2016-13 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.

Table of Contents

Standard Description Effective Date

Effect on financial statements and other significant matters

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.

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

The adoption of this ASU will result in a significant increase to the Company’s Consolidated Balance Sheets for lease liabilities and right-of- use assets, and the Company is currently evaluating the other effects of adoption of this ASU on its 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 The amendments simplify the presentation of First quarter of We do not expect the

Balance Sheet Classification of Deferred Taxes (Topic 740)

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.

fiscal year ending September 30, 2018

adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

Table of Contents

Standard Description Effective Date

Effect on financial statements and other significant matters

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.

ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606)

The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. The amendments may be applied on either a full or modified retrospective basis.

First quarter of fiscal year ending September 29, 2019

We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

(3) Fair Value Measurements Assets Measured at Fair Value on a Recurring Basis The Company held the following financial assets measured at fair value on a recurring basis based on the hierarchy levels indicated (in millions):

September 24, 2017 Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Cash equivalents:

Money market fund $ 1 $ — $ — $ 1 Commercial paper 34 — — 34 Municipal bonds 10 — — 10

Marketable securities - available-for-sale: Commercial paper — 35 — 35 Corporate bonds — 98 — 98 Municipal bonds — 135 — 135 Variable-rate demand notes — 357 — 357

Total $ 45 $ 625 $ — $ 670

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

Table of Contents Assets Measured at Fair Value on a Nonrecurring Basis Assets recognized or disclosed at fair value on a nonrecurring basis include items such as property and equipment, intangible assets, and other assets. These assets are measured at fair value if determined to be impaired. During fiscal years 2017 and 2015, the Company recorded fair value adjustments, based on hierarchy input Level 3, totaling approximately $26 million and $46 million, respectively, related to certain locations for which asset value exceeded expected future cash flows, which were primarily included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Operations. These asset impairment charges reduced the carrying value of related long-term assets to fair value of zero. Fair value adjustments, based on hierarchy input Level 3, were not material during fiscal year 2016. (4) Investments The Company holds investments primarily in marketable securities that are classified as either short- or long-term available-for-sale securities. The Company held the following investments at fair value as of the dates indicated (in millions):

September 24,

2017 September 25,

2016 Short-term marketable securities - available-for-sale:

Commercial paper $ 35 $ 30 Corporate bonds 5 — Municipal bonds 107 26 Variable rate demand notes 357 323

Total short-term marketable securities $ 504 $ 379 Long-term marketable securities - available-for-sale:

Corporate bonds $ 93 $ — Municipal bonds 28 —

Total long-term marketable securities $ 121 $ — Gross unrealized holding gains and losses were not material at September 24, 2017 or September 25, 2016. Available-for-sale securities totaling approximately $156 million and $33 million were in unrealized loss positions at September 24, 2017 and September 25, 2016, respectively. The aggregate value of available-for-sale securities in a continuous unrealized loss position for greater than 12 months was not material at September 24, 2017 or September 25, 2016. The Company did not recognize any other-than-temporary impairments during the last three fiscal years. At September 24, 2017, the average effective maturity of the Company’s short- and long- term available-for-sale securities was approximately one month and 20 months, respectively. The average effective maturity of the Company’s short-term available-for-sale securities was less than one month, at September 25, 2016. The Company held approximately $25 million and $19 million in equity interests that are accounted for using the cost method of accounting at September 24, 2017 and September 25, 2016, respectively. Equity interests accounted for using the equity method were not material at September 24, 2017 or September 25, 2016. (5) Property and Equipment Balances of major classes of property and equipment were as follows (in millions):

September 24,

2017 September 25,

2016 Land $ 156 $ 161 Buildings and leasehold improvements 3,641 3,390 Capitalized real estate leases 120 80 Fixtures and equipment 2,615 2,499 Construction in progress and equipment not yet in service 265 284 Property and equipment, gross 6,797 6,414 Less accumulated depreciation and amortization (3,283) (2,972) Property and equipment, net of accumulated depreciation and amortization $ 3,514 $ 3,442

Table of Contents Depreciation and amortization expense related to property and equipment totaled approximately $554 million, $478 million and $422 million for fiscal years 2017, 2016 and 2015, respectively. During fiscal year 2017 and 2015, asset impairment charges related to property and equipment totaled approximately $78 million and $48 million, respectively, related to locations as discussed in Note 3, Fair Value Measurements. Asset impairment charges related to property and equipment were not material in fiscal year 2016. These charges were incurred because future estimated cash flows were less than the carrying value of assets. The Company reduced the future estimated cash flows based on current comparable store sales trends and reductions in estimated future net sales projections based on future and anticipated business trends, including increased competition. Development costs of new locations totaled approximately $348 million, $395 million and $516 million in fiscal years 2017, 2016 and 2015, respectively. Construction accruals related to development sites, remodels, and expansions were included in the “Other current liabilities” line item on the Consolidated Balance Sheets and totaled approximately $56 million and $94 million at September 24, 2017 and September 25, 2016, respectively. (6) Goodwill and Other Intangible Assets There were no additions or adjustments to goodwill during fiscal year 2017 and 2016. There were no impairments of goodwill during fiscal years 2017, 2016 or 2015. Additions of other intangible assets were not material during fiscal years 2017 and 2016. The components of intangible assets as of the dates indicated were as follows (in millions):

September 24, 2017 September 25, 2016

Gross carrying

amount Accumulated amortization

Gross carrying amount

Accumulated amortization

Definite-lived contract-based $ 117 $ (58) $ 120 $ (55) Indefinite-lived contract-based 9 — 9 — Total $ 126 $ (58) $ 129 $ (55) Amortization expense associated with intangible assets was not material during fiscal year 2017, 2016 or 2015. Future amortization expense associated with the net carrying amount of definite-lived intangible assets is estimated to be as follows (in millions):

Fiscal year 2018 $ 5 Fiscal year 2019 5 Fiscal year 2020 5 Fiscal year 2021 4 Fiscal year 2022 4 Future fiscal years 36 Total $ 59 (7) Reserves for Closed Properties The following table provides a summary of activity in reserves for closed properties during the fiscal years indicated (in millions):

2017 2016 Beginning balance $ 26 $ 28 Additions 30 6 Usage (16) (10) Adjustments 4 2 Ending balance $ 44 $ 26 In 2017, $25 million of additions to store closure reserves related to eighteen location and three commissary kitchen closures. Additions related to six location closures during fiscal year 2016, were not material. The remainder of additions to store closure reserves primarily relate to the accretion of interest on existing reserves. Usage primarily related to ongoing cash rental payments totaled approximately $16 million and $10 million for fiscal years 2017 and 2016, respectively.

Table of Contents (8) Long-Term Debt Credit Agreement On November 2, 2015, the Company entered into a credit facility (the “Credit Agreement”) that provided for an unsecured revolving credit facility in the aggregate principal amount of $500 million, with an ability to increase by up to $250 million in the aggregate pursuant to an expansion feature set forth in the Credit Agreement. The Credit Agreement also provided for a letter of credit subfacility of up to $250 million and a swingline subfacility of up to $50 million. The Credit Agreement was terminated effective August 28, 2017. Commitment fees paid on undrawn amounts were not material during the fifty-two weeks ended September 24, 2017. Senior Notes On December 3, 2015, the Company completed the offering of $1.0 billion of 5.2% senior notes due 2025 (the “Notes”). The Notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. In fiscal year 2017, the Company commenced a registered exchange offer to exchange the Notes for new notes that are identical in all material respects to the Notes, except that the new notes have been registered under the Securities Act. The exchange offer expired on October 28, 2016, and approximately 99.1% of the Notes were exchanged. The Notes that were not exchanged have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. The Notes bear interest at a fixed rate equal to 5.2% per year, payable semiannually, and mature on December 3, 2025. The interest rate payable on the Notes is subject to adjustment upon the occurrence of certain credit rating events described in the indenture. The Notes are subject to customary covenants including certain restrictions with respect to, among other things, the Company’s and its subsidiaries’ ability to incur debt secured by liens or to enter into sale and leaseback transactions and restricting the Company’s ability to merge or consolidate with another entity or sell substantially all of its assets to another person without obtaining a waiver prior to the event. Prior to September 3, 2025, the Company may redeem the Notes at the Company’s option at any time either in whole or in part for a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus the applicable make-whole premium described in the indenture, plus accrued and unpaid interest thereon. On or after September 3, 2025, the Company may redeem the Notes at the Company’s option at any time either in whole or in part for a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon. The components of long-term debt as of the dates indicated were as follows (in millions):

September 24,

2017 September 25,

2016 5.2% senior notes due 2025 $ 999 $ 1,000 Less: unamortized discount and debt issuance costs related to senior notes (6) (7)

Carrying value of senior notes 993 993 Capital lease obligations 90 58

Total long-term debt and capital lease obligations 1,083 1,051 Less: current installments (2) (3)

Total long-term debt and capital lease obligations, less current installments $ 1,081 $ 1,048 The Notes are recorded at cost net of discount and issuance costs. The effective interest rate of the Notes, which includes interest on the Notes and amortization of discount and issuance costs, is approximately 5.28%. The estimated fair value of the Notes at September 24, 2017, based on observable market prices (Level 1), exceeded the carrying value by approximately $160.4 million. (9) Leases The Company is committed under certain capital leases for rental of certain buildings, land and equipment, and certain operating leases for rental of facilities and equipment. These leases expire or become subject to renewal clauses at various dates from 2017 to 2054. The Company had capital lease obligations totaling approximately $90 million and $58 million at September 24, 2017 and September 25, 2016, respectively.

Table of Contents Rental expense charged to operations under operating leases for fiscal years 2017, 2016 and 2015 totaled approximately $508 million, $477 million and $441 million, respectively, which included contingent rentals totaling approximately $11 million, $12 million and $14 million during those same periods. Sublease rental income was not material during fiscal year 2017, 2016 or 2015. Prepaid rent is included in the “Other current assets” line item on the Consolidated Balance Sheets and totaled approximately $48 million and $44 million at September 24, 2017 and September 25, 2016, respectively. Minimum rental commitments and sublease rental income required by all noncancelable leases are approximately as follows (in millions):

Capital Operating Sublease Fiscal year 2018 $ 7 $ 469 $ 8 Fiscal year 2019 7 556 7 Fiscal year 2020 6 580 5 Fiscal year 2021 7 582 3 Fiscal year 2022 7 582 2 Future fiscal years 122 6,304 3 156 $ 9,073 $ 28 Less amounts representing interest 66 Net present value of capital lease obligations $ 90 The present values of future minimum obligations for capital leases shown above are calculated based on interest rates determined at the inception of the lease, or upon acquisition of the original lease. The future minimum obligations for operating leases shown above include locations in development. (10) Income Taxes Components of income tax expense for the fiscal years indicated were as follows (in millions):

2017 2016 2015 Current federal income tax $ 168 $ 223 $ 310 Current state income tax 58 52 76 Current foreign income tax 1 (1) (1)

Total current tax 227 274 385 Deferred federal income tax (56) 41 (40) Deferred state income tax 2 8 (2) Deferred foreign income tax (1) (3) (1)

Total deferred tax (55) 46 (43) Total income tax expense $ 172 $ 320 $ 342

Actual income tax expense for the fiscal years indicated differed from the amount computed by applying statutory corporate income tax rates to income before income taxes as follows (in millions):

2017 2016 2015 Federal income tax based on statutory rates $ 146 $ 289 $ 307 Increase (reduction) in income taxes resulting from:

Tax-exempt interest (1) — (1) Excess charitable contributions (11) (10) (9) Merger transaction costs 12 — — Federal income tax credits (3) (4) (3) Other, net (2) 10 2

Total federal income taxes 141 285 296 State income taxes, net of federal income tax benefit 30 39 48

Tax impact of foreign operations 1 (4) (2) Total income tax expense $ 172 $ 320 $ 342

Current income taxes receivable were not material at September 24, 2017 or September 25, 2016.

Table of Contents The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows (in millions):

September 24,

2017 September 25,

2016 Deferred tax assets:

Compensation-related costs $ 131 $ 215 Insurance-related costs 70 60 Inventories 8 5 Lease and other termination accruals 18 10 Lease negotiation legal fees 7 7 Rent differential 207 189 Tax basis of fixed assets in excess of financial basis 7 8 Net domestic and international operating loss carryforwards 13 14 Accrued liabilities 5 — Charitable contribution carryforward 20 — Deferred revenue 14 13 Other 9 —

Gross deferred tax assets 509 521 Valuation allowance (24) (23)

Deferred tax assets 485 498 Deferred tax liabilities:

Financial basis of fixed assets in excess of tax basis (192) (197) Capitalized costs expensed for tax purposes (4) (4)

Deferred tax liabilities (196) (201) Net deferred tax asset $ 289 $ 297 Deferred taxes have been classified on the Consolidated Balance Sheets as follows (in millions):

September 24,

2017 September 25,

2016 Current assets $ 215 $ 197 Noncurrent assets 74 100 Net deferred tax asset $ 289 $ 297 At September 24, 2017, the Company had international operating loss carryforwards totaling approximately $70 million, all of which have an indefinite life. The Company provided a valuation allowance totaling approximately $24 million for deferred tax assets associated with international operating loss carryforwards, federal credit carryforwards, and certain equity investments, for which management has determined it is more likely than not that the deferred tax asset will not be realized. Management believes that it is more likely than not that we will fully realize the remaining domestic deferred tax assets in the form of future tax deductions based on the nature of these deductible temporary differences and a history of profitable operations. 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 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 IRS of the United States completed its examination of the Company’s federal tax returns for fiscal year 2015 during the first quarter of fiscal year 2017. With limited exceptions, the Company is no longer subject to federal income tax examinations for fiscal years before 2015 and is no longer subject to state and local income tax examinations for fiscal years before 2011. Additionally, the Company entered into a Compliance

Agreement Program (“CAP”) with the IRS under which the Company’s federal income tax return is reviewed and accepted by the Internal Revenue Service in conjunction with the filing of its tax return.

Table of Contents (11) Shareholders’ Equity Dividends per Common Share The following table provides a summary of dividends declared per common share during fiscal years 2017 and 2016 (in millions, except per share amounts):

Date of declaration Dividend per

common share Date of record Date of payment Total amount Fiscal year 2017: November 2, 2016 $ 0.140 January 13, 2017 January 24, 2017 $ 45 February 17, 2017 0.140 April 7, 2017 April 18, 2017 45 June 7, 2017 0.180 June 30, 2017 July 11, 2017 58 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 Treasury Stock The Company’s share repurchase program was canceled in connection with the Amazon merger and no share repurchase program remained in effect at September 24, 2017. The Company repurchased and retired approximately 56.7 million shares totaling approximately $1.95 billion related to the Amazon merger. Share repurchase activity for fiscal year 2017 was immaterial. Share repurchase activity for fiscal year 2016 was as follows (in millions, except per share amounts):

2016 Number of common shares acquired 31.7 Average price per common share acquired $ 29.82 Total cost of common shares acquired $ 944 The Company reissued approximately 2.2 million treasury shares at cost of approximately $76 million and approximately 1.1 million treasury shares at cost of approximately $42 million to satisfy the issuance of common stock pursuant to team member stock plans during fiscal years 2017 and 2016, respectively. At September 24, 2017, the Company held no treasury shares. As of September 25, 2016, the Company held in treasury 58.7 million shares totaling approximately $2.0 billion. (12) Share-Based Payments Share-based payment expense, primarily included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Operations, totaled approximately $114 million, $49 million and $64 million, respectively, during fiscal years 2017, 2016 and 2015. The 2017 share-based payment expense included accelerated expense of approximately $78 million due to the Amazon merger included in the “Merger-related expenses” line item. At September 25, 2016 and September 27, 2015 approximately 29.8 million shares and 32.9 million shares of the Company’s common stock, respectively, were available for future stock incentive grants. As of September 24, 2017, the Company’s stock option plan was canceled and no shares were available for grant as a result of the merger with Amazon.

Table of Contents Stock Options The following table summarizes stock option activity (in millions, except per share amounts and contractual lives in years):

Number of options outstanding

Weighted average

exercise price 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 Options granted 5.1 35.89 Options exercised (2.4) 27.41 Options expired (1.3) 39.84 Options cancelled due to Amazon merger (26.6) 39.84 Options forfeited (1.1) 37.21 Outstanding options at September 24, 2017 — $ — Vested/expected to vest at September 24, 2017 — $ — Exercisable options at September 24, 2017 — $ — The weighted average grant date fair value of options granted during fiscal years 2017, 2016 and 2015 was $7.23, $6.71 and $10.19, respectively. The aggregate intrinsic value of stock options at exercise, represented in the table above, was approximately $24 million, $16 million and $46 million during fiscal years 2017, 2016 and 2015, respectively. The Company realized a tax benefit from stock options exercised during fiscal years 2017, 2016 and 2015 totaling approximately $44 million, $15 million and $46 million, respectively. The total fair value of shares vested during fiscal years 2017, 2016 and 2015 was approximately $145 million, $141 million and $209 million, respectively, including the value of vested options exercised during those same periods. As of the end of fiscal year 2016, there was approximately $73 million of unrecognized share-based payment expense, related to unvested stock options, net of estimated forfeitures, related to approximately 10.5 million shares. There was no unrecognized share-based payment expense at the end of fiscal year 2017. Share-based payment expense related to vesting stock options recognized during fiscal years 2017, 2016 and 2015 totaled approximately $114 million, $45 million and $60 million, respectively. Upon a change in control, the vesting is accelerated for any unvested options in accordance with the Company’s stock option plan. The total share-based payment expense related to acceleration due to the Amazon merger was approximately $78 million in fiscal year 2017. In connection with the Company’s acquisition by Amazon on August 28, 2017, all outstanding options were canceled and those in which the merger consideration exceeded the exercise price per share were converted into cash for the excess amount. The Company recorded an intercompany receivable from Amazon totaling approximately $124 million for the cash payout of all outstanding options, RSUs, and SARs. Stock options with an exercise price per share greater than or equal to the merger consideration per share were canceled for no consideration or payment.

Table of Contents The fair value of stock option grants has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

2017 2016 2015 Expected dividend yield 2.20% 1.73% 1.00% Risk-free interest rate 1.63% 1.08% 1.20% Expected volatility 28.70% 31.30% 29.73% Expected life, in years 4.12 4.05 4.04 Risk-free interest rate was based on the U.S. Treasury yield curve on the date of the grant for the time period equal to the expected term of the grant. Expected volatility was calculated using a ratio of implied volatility based on the Newton-Raphson method of bisection, and four or six year historical volatilities based on the expected life of each tranche of options. The Company determined the use of blended volatility versus historical or implied volatility represents a more accurate calculation of option fair value. Expected life is calculated in two tranches based on weighted average percentage of unexpired options and exercise-after-vesting information over the last five or seven years. Unvested options were included in the term calculation which used the “mid-point scenario” which assumed that unvested options will be exercised halfway between vest and expiration date. The assumptions used to calculate the fair value of options granted were evaluated and revised, as necessary, to reflect market conditions and experience. In addition to the above valuation assumptions, the Company estimated an annual forfeiture rate for unvested options and adjusted fair value expense accordingly. The Company monitored actual forfeiture experience and adjusted the rate from time to time as necessary. (13) Quarterly Results (unaudited) The Company’s first fiscal quarter consists of 16 weeks, the second and third fiscal quarters each are 12 weeks, and the fourth fiscal quarter is 12 or 13 weeks. Fiscal years 2017 and 2016 were 52-week years with twelve weeks in the fourth quarter. Because the first fiscal quarter is longer than the remaining quarters, it typically represents a larger share of the Company’s annual sales from existing stores. Quarter-to-quarter comparisons of results of operations have been and may be materially impacted by the timing of new store openings. The first and second fiscal quarters included store closure costs related to the nine store and three commissary kitchen closures announced in the first fiscal quarter. The fourth fiscal quarter included approximately $153 million in merger expenses related to the Amazon merger. The Company believes that the following information reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation. The operating results for any quarter are not necessarily indicative of results for any future period. The following tables set forth selected unaudited quarterly Consolidated Statements of Operations information for the fiscal years ended September 24, 2017 and September 25, 2016 (in millions):

First

Quarter Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year 2017 (1) Sales $ 4,918 $ 3,737 $ 3,725 $ 3,650 Cost of goods sold and occupancy costs 3,268 2,463 2,457 2,445

Gross profit 1,650 1,274 1,268 1,205 Selling, general and administrative expenses 1,417 1,057 1,069 1,084 Merger-related expenses — — 3 153 Pre-opening expenses 21 12 13 14 Relocation, store closure and lease termination costs 41 34 3 17

Operating income 171 171 180 (63) Interest expense (15) (11) (11) (12) Investment and other income (expense) — 2 4 1

Income before income taxes 156 162 173 (74) Provision for income taxes 61 63 67 (19)

Net income $ 95 $ 99 $ 106 $ (55)

Table of Contents

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 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 (1) Sum of quarterly amounts may not equal fiscal year totals due to the effect of rounding. (14) Commitments and Contingencies The Company is exposed to claims and litigation matters arising in the ordinary course of business and uses various methods to resolve these matters in a manner that we believe best serves the interests of our stakeholders. From time to time we are a party to legal proceedings including matters involving shareholder claims, personnel and employment issues, personal injury, product liability, protecting our intellectual property, acquisitions and other proceedings arising in the ordinary course of business. These matters have not resulted in any material losses to date. Certain litigation cases have been certified as class or collective actions and may seek substantial damages. Our primary contingencies are associated with insurance and self-insurance obligations and litigation matters. Additionally, the Company has retention agreements with certain members of Company management which provide for payments under certain circumstances including change of control. Estimation of our insurance and self-insurance liabilities requires significant judgments, and actual claim settlements and associated expenses may differ from our current provisions for loss. We have exposures to loss contingencies arising from pending or threatened litigation for which assessing and estimating the outcomes of these matters involve substantial uncertainties. The Company evaluates contingencies on an ongoing basis and has established loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated, and is not currently a party to any legal proceeding that management believes could have a material adverse effect on our results of operations. Insurance and legal settlement liabilities are included in the “Other current liabilities” line item on the Consolidated Balance Sheets. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. The Company is committed under certain capital leases for rental of certain buildings, land and equipment, and certain operating leases for rental of facilities and equipment. These leases expire or become subject to renewal clauses at various dates through 2054. The following table shows payments due by period on contractual obligations as of September 24, 2017 (in millions):

Total Less than 1

year 1-3

years 3-5

years More than 5

years Senior notes $ 993 $ — $ — $ — $ 993 Estimated interest on senior notes 442 52 104 104 182 Capital lease obligations (including interest) 156 7 13 14 122 Operating lease obligations (1) 9,073 469 1,136 1,164 6,304 Unconditional purchase obligations (2) 23,041 2,880 5,760 5,760 8,641 Total $ 33,705 $ 3,408 $ 7,013 $ 7,042 $ 16,242 (1) Amounts exclude taxes, insurance and other related expense

(2) Includes unconditional purchase obligations related to certain products offered in our stores that are not reflected on the consolidated balance sheets arising from the change in control that occurred in the fourth fiscal quarter.

Table of Contents (15) Guarantor Financial Statement Information Prior to the closing of the Company’s merger with Amazon.com, Inc., the Notes issued on December 3, 2015 were fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by certain 100% owned domestic subsidiaries of the Company (the “Guarantors”). At the time of the closing, the Company’s Credit Agreement was terminated and the related guarantees by the Guarantors were released. Pursuant to the terms of the indenture governing the Notes, upon release of the guarantees under the Credit Agreement, the guarantees of the Notes by the Guarantors were automatically terminated. The Notes are now the sole obligation of the Company. Supplemental condensed consolidating financial information of the Company, including such information for the Guarantors, is presented below. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the non-Guarantor subsidiaries operated as independent entities. Investments in subsidiaries are presented using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial statements of the Guarantors are not provided as the consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by, and the operations of, the combined groups.

Table of Contents Consolidated Balance Sheets (In millions)

September 24, 2017

Assets Parent/Issuer Guarantor

Subsidiaries Non-guarantor

Subsidiaries Eliminations Consolidated

Total Current assets:

Cash and cash equivalents $ — $ 205 $ 117 $ — $ 322 Short-term investments - available-for-sale securities — 504 — — 504 Restricted cash — 118 6 — 124 Accounts receivable — 215 27 — 242 Intercompany receivable — 853 — (853) — Merchandise inventories — 400 71 — 471 Prepaid expenses and other current assets — 129 14 — 143 Receivable from Parent 124 — — — 124 Deferred income taxes — 215 — — 215

Total current assets 124 2,639 235 (853) 2,145 Property and equipment, net of accumulated depreciation and amortization — 3,099 415 — 3,514 Long-term investments - available-for-sale securities — 121 — — 121 Investments in consolidated subsidiaries 4,867 110 480 (5,457) — Goodwill — 702 8 — 710 Intangible assets, net of accumulated amortization — 59 9 — 68 Deferred income taxes — 65 9 — 74 Other assets — 10 34 — 44

Total assets $ 4,991 $ 6,805 $ 1,190 $ (6,310) $ 6,676 Liabilities and Shareholders’ Equity Current liabilities:

Current installments of long-term debt and capital lease obligations $ — $ 2 $ — $ — $ 2 Accounts payable — 264 107 — 371 Intercompany payable 550 — 303 (853) — Accrued payroll, bonus and other benefits due team members — 372 25 — 397 Dividends payable — — — — — Other current liabilities 18 508 59 — 585

Total current liabilities 568 1,146 494 (853) 1,355 Long-term debt and capital lease obligations, less current installments 993 80 8 — 1,081 Deferred lease liabilities — 629 61 — 690 Other long-term liabilities — 118 2 — 120

Total liabilities 1,561 1,973 565 (853) 3,246 Commitments and contingencies Total shareholders’ equity 3,430 4,832 625 (5,457) 3,430

Total liabilities and shareholders’ equity $ 4,991 $ 6,805 $ 1,190 $ (6,310) $ 6,676

Table of Contents Consolidated Balance Sheets (In millions)

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 long-term debt and capital lease obligations $ — $ 3 $ — $ — $ 3 Accounts payable — 227 80 — 307 Intercompany payable 317 — 333 (650) — 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 377 1,147 467 (650) 1,341 Long-term debt and 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 1,370 1,874 523 (650) 3,117 Commitments and contingencies Total shareholders’ equity 3,224 4,567 600 (5,167) 3,224

Total liabilities and shareholders’ equity $ 4,594 $ 6,441 $ 1,123 $ (5,817) $ 6,341

Table of Contents Consolidated Statements of Operations (In millions)

September 24, 2017

Parent/Issuer Guarantor

Subsidiaries Non-guarantor

Subsidiaries Eliminations Consolidated

Total Sales $ — $ 15,093 $ 1,135 $ (198) $ 16,030 Cost of goods sold and occupancy costs — 10,012 815 (194) 10,633

Gross profit — 5,081 320 (4) 5,397 Selling, general and administrative expenses — 4,345 282 — 4,627 Merger-related expenses — 156 — — 156 Pre-opening expenses — 55 5 — 60 Relocation, store closure and lease termination costs — 95 — — 95

Operating income — 430 33 (4) 459 Interest expense (49) — — — (49) Investment and other income (expense) — 5 (3) 5 7 Equity in net income of subsidiaries 274 6 8 (288) —

Income before income taxes 225 441 38 (287) 417 Provision for income taxes (20) 180 12 — 172

Net income $ 245 $ 261 $ 26 $ (287) $ 245

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 (loss) — 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

Table of Contents

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 — 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

Table of Contents Consolidated Statements of Comprehensive Income (In millions)

September 24, 2017

Parent/Issuer Guarantor

Subsidiaries Non-guarantor

Subsidiaries Eliminations Consolidated

Total Net income $ 245 $ 261 $ 26 $ (287) $ 245 Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments — (6) — — (6) Other comprehensive loss, net of tax — (6) — — (6) Comprehensive income $ 245 $ 255 $ 26 $ (287) $ 239

September 25, 2016

Parent/Issuer Guarantor

Subsidiaries Non-guarantor

Subsidiaries Eliminations Consolidated

Total Net income $ 507 $ 531 $ 40 $ (571) $ 507 Other comprehensive 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

Table of Contents Condensed Consolidated Statements of Cash Flows (In millions)

September 24, 2017

Parent/Issuer Guarantor

Subsidiaries Non-guarantor

Subsidiaries Eliminations Consolidated

Total Net cash provided by (used in) operating activities $ (57) $ 1,149 $ 46 $ — $ 1,138

Cash flows from investing activities Purchases of property, plant and equipment — (571) (75) — (646) Purchases of available-for-sale securities — (959) — — (959) Sales and maturities of available-for-sale securities — 712 — — 712 Purchases of intangible assets — — — — — Intercompany activity 322 — — (322) — Other investing activities — (6) (7) — (13)

Net cash provided by (used in) investing activities 322 (824) (82) (322) (906) Cash flows from financing activities Purchases of treasury stock (2) — — — (2) Common stock dividends paid (190) — — — (190) Issuance of common stock 51 — — — 51 Excess tax benefit related to exercise of team member stock options 3 — — — 3 Proceeds from long-term borrowings — — — — — Proceed for revolving line of credit — — — — — Payments on long-term debt and capital lease obligations (3) — — — (3) Payments to option holders on behalf of Parent (124) — — — (124) Intercompany activity — (370) 48 322 — Other financing activities — — — — —

Net cash provided by (used in) financing activities (265) (370) 48 322 (265) Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — 6 — 6 Net change in cash, cash equivalents, and restricted cash — (45) 18 — (27) Cash, cash equivalents, and restricted cash at beginning of period — 368 105 — 473 Cash, cash equivalents, and restricted cash at end of period $ — $ 323 $ 123 $ — $ 446

Table of Contents Condensed Consolidated Statements of Cash Flows (In millions)

September 25, 2016

Parent/Issuer Guarantor

Subsidiaries Non-guarantor

Subsidiaries Eliminations Consolidated

Total Net cash provided by 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) 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 (815) (84) (140) (899) 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 Proceeds from 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, cash equivalents, and restricted cash — 3 2 — 5 Net change in cash, cash equivalents, and restricted cash — 106 3 — 109 Cash, cash equivalents, and restricted cash at beginning of period — 262 102 — 364 Cash, cash equivalents, and restricted cash at end of period $ — $ 368 $ 105 $ — $ 473

Table of Contents Condensed Consolidated Statements of Cash Flows (In millions)

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) 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 (384) (52) (622) (436) 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 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, cash equivalents, and restricted cash — (3) (3) — (6) Net change in cash, cash equivalents, and restricted cash — 67 (2) — 65 Cash, cash equivalents, and restricted cash at beginning of period — 195 104 — 299 Cash, cash equivalents, and restricted cash at end of period $ — $ 262 $ 102 $ — $ 364

Table of Contents (16) Merger with Amazon On August 28, 2017 the Company completed its previously announced Agreement and Plan of Merger (the “Merger Agreement”) by and among Amazon.com, Inc., the Company, and Walnut Merger Sub, Inc., a wholly-owned subsidiary of Amazon.com, Inc. Pursuant to the Merger Agreement, Walnut Merger Sub, Inc. was merged with and into the Company (the “Merger”), with the Company continuing as the surviving company in the Merger. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, no par value, of the Company issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $42.00 per Company share in cash, without interest. For the fifty-two weeks ended September 24, 2017, the Company incurred $156 million of merger-related expenses in connection with the Merger.

Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of the Company’s management, including our principal executive officers and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on criteria established in the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of September 24, 2017. The Company’s independent registered public accounting firm, Ernst & Young LLP, audited the effectiveness of our internal control over financial reporting. Ernst & Young LLP has issued their attestation report which is included in “Item 8. Financial Statements and Supplementary Data” of this Report on Form 10-K. Item 9B. Other Information. Not applicable.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance. The Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction I(2)(c) of Form 10-K. Item 11. Executive Compensation. The Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction I(2)(c) of Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction I(2)(c) of Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence. The Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction I(2)(c) of Form 10-K. Item 14. Principal Accounting Fees and Services. Independent Public Accountants Ernst & Young LLP has served as our independent auditor since April 2001. Ernst & Young has issued its reports, included in the Company’s Form 10-K, on the audited consolidated financial statements of the Company and internal control over financial reporting for the fiscal year ended September 24, 2017. Our Audit Committee has appointed Ernst & Young as our independent auditor for fiscal year 2017. The following table presents aggregate fees billed to the Company for services rendered by Ernst & Young for fiscal years ended September 24, 2017 and September 25, 2016 (in thousands):

2017 2016 Audit fees $ 2,020 $ 2,185 Audit-related fees — — Tax fees — — All other fees — — Total $ 2,020 $ 2,185 Services rendered by Ernst & Young in connection with fees presented above were as follows: Audit Fees. In fiscal years 2017 and 2016, audit fees consist of fees paid for the annual audit of the Company’s consolidated financial statements included in the Annual Report on Form 10-K and of the Company’s internal control over financial reporting, review of the Company’s consolidated financial statements included in the quarterly reports on Form 10-Q, and consents and review of other documents filed with the Securities and Exchange Commission. Audit-Related Fees. We did not engage Ernst & Young for audit-related services in fiscal year 2017 or 2016. Tax Fees. We did not engage Ernst & Young for tax compliance matters in fiscal year 2017 or 2016. All Other Fees. We did not engage Ernst & Young for other services in fiscal year 2017 or 2016.

Table of Contents Audit Committee Pre-Approval Policies and Procedures. Among its other duties, the Audit Committee was responsible for appointing, setting compensation for and overseeing the work of the independent auditor. The Audit Committee established a policy regarding pre- approval of all audit and non-audit services provided by the independent auditor. On an ongoing basis, management communicated specific projects and categories of service for which the advance approval of the Audit Committee was requested. The Audit Committee reviewed these requests and advised management if the committee approved the engagement of the independent auditor. On a periodic basis, management reported to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All services performed by Ernst & Young for fiscal years 2017 and 2016 were approved in accordance with the Audit Committee’s pre-approval guidelines.

Table of Contents

PART IV Item 15. Exhibits, Financial Statement Schedules.

(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: 2.1 Agreement and Plan of Merger, dated June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc., and

Whole Foods Market, Inc. (1) 3.1 Amended and Restated By-laws of the Registrant adopted August 28, 2017 (6) 3.2 Amended and Restated Certificate of Formation of the Registrant effective August 28, 2017 (6) 4.1 Amended and Restated Indenture, dated as of September 8, 2016, between the Registrant and U.S. Bank National

Association, as Trustee (3) 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 Form of Director & Officer Indemnification Agreement (2) 10.2 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) (5)

10.3 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)

12.1 Computation of Ratio of Earnings to Fixed Charges (7) 31.1 Certification by Chief Executive Officer pursuant to 17 CFR 240.13a-14(a) (7) 31.2 Certification by Chief Financial Officer pursuant to 17 CFR 240.13a-14(a) (7) 32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (8) 32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (8) 101 The following financial information from the Company’s Annual Report on Form 10-K, for the period ended September

24, 2017, 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 (7)

(1) Filed as an exhibit to Registrant’s Form 8-K filed June 16, 2017 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 September 9, 2016 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 10-Q for the period ended January 17, 2016 filed February 26, 2016 and

incorporated herein by reference. (6) Filed as an exhibit to Registrant’s Form 8-K filed August 28, 2017 and incorporated herein by reference. (7) Filed herewith. (8) Furnished herewith.

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Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WHOLE FOODS MARKET, INC.

Date: November 17, 2017 By: /s/ Keith Manbeck Keith Manbeck Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 17, 2017.

Name Title /s/ John Mackey Chief Executive Officer John Mackey (Principal Executive Officer) /s/ Keith Manbeck Executive Vice President and Chief Financial Officer Keith Manbeck (Principal Financial and Accounting Officer) /s/ Michael Deal Chairman of the Board and Sole Director Michael Deal

Amazon/Grocery/2017/Why Amazon bought Whole Foods.docx

Why Amazon bought Whole Foods

The retailer’s $14 billion bet isn’t just about the future of food. It’s about the future of commerce—especially for rich urban consumers.

By Derek Thompson, The Atlantic, 16 June 2017

MARIO ANZUONI / REUTERS

Amazon announced on Friday morning that it’s buying Whole Foods for just under $14 billion, the retailer’s largest acquisition ever. The purchase holds implications for the future of groceries, the entire food industry, and—as hyperbolic as this might sound—the future of shopping for just about anything.

But let’s not get ahead of ourselves. At the simplest level, the deal represents a straightforward confluence of interests. Amazon needs food and urban real estate, and Whole Foods needs help.

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The e-commerce giant has been expanding into groceries and physical locations, including bookstores, ironically working itself back into the brick-and-mortar business that it’s also disrupting. Whole Foods, meanwhile, offers the biggest name in yuppie groceries and a fleet of urban locations, which can double as Amazon warehouses. Meanwhile, the grocer is in a tailspin, its stock price cascading as revenue growth has fallen every year since 2012. Investors had for weeks been pushing the company to sell itself to a larger grocer, like Kroger. That Whole Foods ended up with Amazon is poetic justice, considering that, in 2015, CEO John Mackey said Amazon’s move into grocery delivery would be “Amazon’s Waterloo.” Doubters of Amazon’s strategy can point to the fact that groceries are a terrible, low-margin business. That’s true—almost as terrible and low-margin as e-commerce, where Amazon has already demonstrated that it can hypnotize Wall Street’s myopic financiers, while it spends tens of billions of dollars building a global warehousing and delivery infrastructure for a shopping future that is moving online. In short, Whole Foods was in a free fall, and Amazon is the perfect net to catch it.

That’s the most straightforward analysis. But then again, Amazon always seems to be not just several moves ahead of its competitors, but playing another game entirely—chess versus checkers, as they say—so it’s worth thinking through some of the more long-term, hypothetical implications of this deal.

First, this is about food as a delivery service. Amazon understands that the most important value in American retail today is what’s is technically known as “consumer convenience” and what is commonly observed as “human sloth.” E-commerce is soaring and food-delivery businesses are taking off because human beings are fundamentally lazy and they don’t want to leave the couch to buy stuff. That’s why grocery stores and restaurants are seeing fewer shoppers and diners passing through their shops, as Americans are ordering more of their produce and meals online. A study commissioned by the market-research firm Euromonitor for Blue Apron’s public filing projects that the online market is projected to grow 15 times faster than the rest of the restaurant business through the end of the decade.

In the last few years, Amazon has expanded its online grocery business, AmazonFresh, but it hasn’t quite mastered online groceries the same way it’s mastered books and media. With Whole Foods, which will continue to operate under its own name, an Amazon Prime subscription might operate just like Costco membership. Maybe Prime members would get deals on Whole Foods produce, and they could elect to have the fresh veggies and organic dips delivered to their homes and apartments. The Whole Foods purchase is a $14 billion bet on the future of food that comes in boxes.

Amazon is terrifying for its competitors in part because its low-margin business pulls each industry it dominates into a kind of deflationary whirlpool. If Whole Foods follows the Bezos playbook, shoppers can expect prices to fall, and investors will expect revenue to rise. Indeed, news of the partnership sent grocery competitors’ stocks plummeting. Stocks for Kroger, Costco, and Dollar General all fell more than six percent within the hour. The merger might be even worse news for Instacart, the grocery-delivery service that has had a close relationship with Whole Foods.

Second, this is about Whole Foods as a distribution hub—and Amazon as a physical retail presence. Several analysts have said that Whole Foods’ urban and suburban locations are so valuable for Amazon’s delivery business that the deal could be worth it even if the grocer all but stopped selling food. “Amazon did not just buy Whole Foods grocery stores. It bought 431 upper-income, prime-location distribution nodes for everything it does,” tweeted Dennis Berman, the Wall Street Journal’s financial editor. Amazon is trying to become Walmart—not just an online megalith, but also a physical retail powerhouse with dynamic pricing and stocking strategies—faster than Walmart can become Amazon.

In a way, this strategy continues a pattern I wrote about several years ago, which is Amazon following in the footsteps of the last century’s retail behemoth, Sears. That company rose to prominence with its 500-page “Consumer’s Bible,” which popularized the mail-order business. But in the early 1900s, as families moved into cities, Sears followed, building more than 300 stores between 1925 and 1929 that specialized in the hardware needs of the growing middle class. Amazon, too, rose to prominence with a browsable couch product—its website and delivery service. But the future of its business may be more urban and suburban stores that both hold merchandise for delivery and permit consumers to shop. The future sometimes looks like a familiar reconstruction of the past.

Third, this is about Amazon as a “life bundle,” particularly for affluent Americans. Several years ago, I predicted that Amazon Prime was becoming the cable bundle of the future —an annual subscription to a fleet of diverse services that gave the retail company a dependable revenue stream and a growing, devoted customer base. Indeed, more than half of American households with income over $100,000 are already Prime subscribers, and they spend more than $1,000 a year with it. With Whole Foods, where wealthy families regularly spend $500 a month, Amazon could expect its richest customers to spend thousands of dollars a year through Amazon. As Whole Foods customers are urged to sign up for Prime—and as Prime customers get enticing deals at Whole Foods—Amazon’s penetration of the affluent yuppie market should grow (even as it offers discounts to lower-income Americans).

After today’s announcement, several people on Twitter joked that between Prime and Whole Foods, Amazon may now account for a majority of some urban Millennials’ discretionary spending. What’s not a joke, however, is that Amazon’s life bundle, like TV’s cable bundle, is fundamentally about the merchandizing of convenience, which is often indistinguishable from sheer human laziness. Driving to the movies and parking is a pain, and cable offered several cineplexes worth of video offerings on the couch. Similarly, driving to the grocery store, finding parking, seeking out the produce section, and waiting several minutes in Line 6 is a pain. What’s not a pain? Lying on your couch, watching Downton Abbey on Prime Video, and shouting to your Amazon daemon, “Alexa, I need six heirloom tomatoes and a bottle of extra-virgin olive oil for tomorrow’s delivery.” Choose your narrative: Amazon is winning, because Americans are so harried today they don’t have time to shop, cook, or dine out; or deep down, the human race tends toward sloth, and the company is building a global delivery system on the scaffolding of mankind’s indolent nature.

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Amazon/Grocery/2018/Amazon plans to add Whole Foods stores.docx

Amazon plans to add Whole Foods stores

Expansion would widen tech giant’s delivery reach

By Heather Haddon and Laura Stevens, Wall Street Journal, 31 December 2018

Amazon wants to use benefits for Prime members to attract new customers to Whole Foods and draw them back more often. PHOTO: DANIA MAXWELL/BLOOMBERG NEWS

Amazon.com Inc. AMZN -0.55% is planning to build and expand Whole Foods stores across the U.S., people familiar with the plans said, to put more customers within range of the e-commerce giant’s two-hour delivery service.

The push would bring Whole Foods to more suburbs and other areas where the natural grocer is quickly adding customers since the merger. That is a shift from the layoffs and slowing store growth Whole Foods experienced for several years before Amazon bought it in 2017 for roughly $13.5 billion.

Amazon and Whole Foods declined to comment on new store construction or spending. In the Rocky Mountain region, one person familiar with the plans said, Whole Foods employees have visited potential retail spaces in parts of Idaho, southern Utah and Wyoming, where the grocer doesn’t have stores now.

Some of those spaces were about 45,000 square feet, slightly larger than the average Whole Foods store. The supermarket chain is using extra space in its stores to accommodate Amazon delivery and pickup from online orders.

The build-out would also intensify competition among grocers that are already fighting to retain customers. Supermarkets have been holding down prices and adding new services as consumers shift more of their shopping online. Other retailers are also widening the rangeof goods they sell, from discount grocers like Aldi and Lidl to pharmacy chains and convenience stores.

“Strategic investments to improve Whole Foods will only increase the already intense competitiveness in the grocery space,” said Bob Goldin, co-founder of consulting group Pentallect Inc.

Amazon offers Prime Now, a two-hour delivery option to members of its Prime subscription service in more than 60 cities, and online grocery pickup from Whole Foods stores in as little as 30 minutes from nearly 30 cities. Amazon plans to expand those services to nearly all of its roughly 475 Whole Foods stores in the U.S., according to another person familiar with the plans. Amazon also wants to use benefits for Prime members to attract new customers to Whole Foods and draw them back more often.

The Prime Now service is becoming more popular. Amazon said it delivered more turkeys than ever through Prime Now and the company’s AmazonFresh service this past Thanksgiving, while Whole Foods broke a record for Thanksgiving bird sales. Data firm Numerator found in a recent survey of about 1,200 shoppers that nearly half said they were shopping at Whole Foods more because of Prime promotions.

Ed Dixon, a 48-year-old art gallery owner in Dayton, Ohio, recently ordered rye bread, vegetarian burgers and chocolate through Prime Now.

“This will definitely save me some time, gas and a bit of frustration since grocery stores are only closing near where I live,” Mr. Dixon said.

Amazon’s investments are helping to improve morale at Whole Foods after a stretch of falling sales and staff cuts. Some Whole Foods workers have pushed to unionize this year for better benefits and working conditions.

Whole Foods chief executive and co-founder John Mackey said in a recent video to employees that he wants to address worker concerns, improve communication and focus on career development in 2019. He said sales have grown since Amazon took over.

“At the beginning of the second year of this merger, we are going to pivot back to team member growth and happiness,” Mr. Mackey said in a November video to employees viewed by The Wall Street Journal.

Amazon said in September that it was raising its minimum wage—including at Whole Foods—to $15 an hour, and that it would restore a practice of making stock grants to Whole Foods employees.

While sales have grown at Whole Foods, one of the people close to the company said that profit hasn’t. Prime discounts have hurt margins at Whole Foods. Amazon is focused for now on getting Prime programs running across Whole Foods stores, according to the people.

Investing heavily to boost growth is part of Amazon Chief Executive Jeff Bezos’s well-worn playbook. Inside Amazon, employees frequently refer to what they call the flywheel effect: the idea that more product selection and growth leads to lower costs and prices, which gives customers reason to keep shopping.

Amazon lost money or made a meager profit for years. The company this year reported record profitability, including $2.88 billion on $56.58 billion of revenue in its latest quarter.

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Amazon/Grocery/2019/Exclusive_ Amazon-owned Whole Foods scraps smaller 365 store expansion.docx

Exclusive: Amazon-owned Whole Foods scraps smaller 365 store expansion

Whole Foods ditches 365 stores as Amazon Go expands

Krystal Hu, Yahoo Finance , 11 January 2019

Whole Foods Market once had an ambitious plan to broaden customer appeal with its 365 stores. But now it’s saying goodbye to the cheaper and smaller store format.

Whole Foods CEO John Mackey told employees the grocery chain will not open new Whole Foods 365 stores anymore, according to an internal email reviewed by Yahoo Finance. The existing 12 stores, the newest of which just opened in Atlanta in December, will remain in business.

Mackey said the main reason behind the strategy shift is Whole Foods’ prices. “As we have been consistently lowering prices in our core Whole Foods Market stores over the past year, the price distinction between the two brands has become less relevant,” Mackey wrote on Wednesday. “As the company continues to focus on lowering prices over time, we believe that the price gap will further diminish.”

“Learnings and innovations from 365 have been incorporated into Whole Foods Market and the company will continue to innovate and experiment,” a Whole Foods spokesperson said in a statement.

Amazon has been rolling out discounts and weekly deals for Prime members who shop at Whole Foods stores. But in August, 40% of more than 2,000 Whole Food shoppers surveyed by Yahoo Finance said they believe the prices of products in stores aren’t really lower.

Launched in 2016, 365 stores heavily feature Whole Foods private-label products, including 365 Everyday Value products, to lure budget shoppers who have avoided the premium stores once known as the Whole Paycheck. Following Amazon’s acquisition, those brands have become increasingly available in regular Whole Foods stores, Amazon.com and even Amazon Go stores.

The team would concentrate efforts on growing the core Whole Foods Market brand, according to the email. Employees who have been working for 365 will be integrated into other Whole Foods’ regions.

Brittain Ladd, CEO of Six-Page Consulting, said the move signals more private-label products could come to Whole Foods stores, a common strategy for grocers to lower prices in a business with thin margins.

Amazon’s grocery strategy

(David Foster/Yahoo Finance)

Whole Foods set high expectations for its 365 stores. It was the premium retailer’s effort to attract cost-conscious millennial shoppers. In May 2017, one month before Amazon announced its $13.7 billion acquisition of the chain, Mackey told investors Whole Foods had 22 365 stores under development in the U.S. and they would be increasing that number.

The discontinuation of the 365 stores comes at a time when Whole Foods is planning a national expansion. With support from Amazon, Whole Foods is looking to open more stores in locations with more than 45,000 square feet and eyeing sites that used to host retailers like Sears.

Meanwhile, Amazon has expanded its own smaller-format grocery store footprint with Amazon Go. With a cashierless checkout experience, Amazon Go has grown to nine locations in the U.S. this past year.

“Whole Foods Market’s leadership independently made this decision and it is unrelated to Amazon Go,” said the grocery’s spokesperson, referring to its pull back of 365 stores.

According to Ladd, the move fits into Amazon’s overall grocery strategy. “Why do you need both Whole Foods 365 and Amazon Go, when Amazon Go carries the almost same number of SKUs (Stock Keeping Unit)? It was too confusing to the customers,” he said. “Amazon keeps a strategy where they have larger Whole Foods stores that provide a significant immersion experience of grocery shopping, and Amazon Go be the quick and convenience shop.”

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Amazon/Grocery/2018/How Whole Foods gives Amazon a boost.docx

How Whole Foods gives Amazon a boost

Amazon wanted more of the $1 trillion food business when it bought Whole Foods—and now is drawing more shoppers into the Amazon ecosystem

By Justin Lahart, Wall Street Journal, 13 June 2018

Amazon has begun offering its Prime members free delivery from Whole Foods, and has begun offering 10% off sale items at the stores in addition to weekly discounts. Amazon Prime Now bags of groceries await delivery outside a Whole Foods store in Cincinnati on Feb. 8. PHOTO:JOHN MINCHILLO/ASSOCIATED PRESS

For a highly complex company, Amazon.com AMZN -0.53% has a very simple view of the world: There is the money consumers spend on Amazon, and the money they spend not on Amazon.

Food and beverages, which account for one-fifth of the money Americans spend on goods, may be the biggest category of spending that is largely not done on Amazon. The Whole Foods deal announced a year ago was meant to change that.

But to say Amazon was only interested in taking a chunk of the $1 trillion Americans spend on food and beverages every year is to underestimate the company. Since the deal, Amazon has made the obvious moves, such as cutting prices and using the Whole Foods network of stores to ramp up its online grocery business.

More importantly, Amazon is using Whole Foods to draw more customers more deeply into its ecosystem. This means giving people more reasons to pay for Prime and buy Amazon devices, which make them spend more on Amazon. In addition to offering Prime members free two-hour delivery for Whole Foods orders over $35 in a number of cities, Amazon also is giving them 10% discounts on sale items at the chain, plus exclusive weekly discounts. Customers who use Prime’s Visa card get 5% back on Whole Foods purchases.

Prime members who don’t frequent Whole Foods have reasons to shop there more regularly. That will not only drive sales on both platforms but also ease moves into new areas, such as a pharmacy business.

Amazon hasn’t detailed its expansion plans for Whole Foods, but if the aim is to pull customers into the Prime ecosystem, it would make sense for it to add to Whole Foods’ current 484 stores. There are 38 Whole Foods stores and smaller-format 365 stores under construction, according to location analytics company Beitz and Daigh Geographics. That pipeline could grow a lot over the next couple of years. Based on his conversations with real estate contacts, Wolfe Research analyst Scott Mushkin says Amazon could be aiming for as many as 1,500 locations in the U.S.

Will Amazon succeed? For its competitors in the grocery business, to some extent it doesn’t matter. The online giant has dragged them into a costly competition for market share that, win or lose, could leave them damaged. It’s Amazon’s world, and now they get to live in it.

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Amazon/Grocery/2017/Amazon to buy Whole Foods for $13.docx

Amazon to buy Whole Foods for $13.7 billion

Whole Foods would continue to operate stores under its brand

By Laura Stevens and Annie Gasparro, Wall Street Journal, 16 June 2017

The acquisition of Whole Foods would give Amazon a 460-store network that can also serve as a distribution network. Shown, an Austin, Texas, Whole Foods in 1981, the chain’s first location. PHOTO: AUSTIN AMERICAN STATESMAN/ASSOCIATED PRESS

Amazon.com Inc. said on Friday it would buy Whole Foods Market Inc. for $13.7 billion, including debt, instantly transforming the online giant into a major player in the bricks-and-mortar retail sector it has spent years upending.

The acquisition, Amazon’s largest by far, gives it a network of more than 460 stores that could serve as beachheads for in-store pickup and its distribution network. It would make Amazon an overnight heavyweight in the all-important grocery business, a major spending segment in which it has struggled to gain a foothold because consumers still largely prefer to shop for food in stores.

In its drive to conquer consumer spending, Amazon has ventured far from its roots as an online book seller. It is developing its own delivery network, and has become a significant video content creator and cloud data service provider.

Its Whole Foods deal is a blow to other retailers, notably Wal-Mart Stores Inc., WMT -0.77%which derives more than half of its sales from groceries and is struggling to compete online. Traditional grocers such as Kroger Co. and Albertsons Cos. have been battling volatile food prices, lackluster consumer spending and stiffer competition from deep discounters, online merchants and a plethora of other places to purchase food.

Retail stocks including Wal-Mart, Target Corp. and Costco Wholesale Corp. sank. Amazon shares were up more than 2% to $987.71 at the close, near its record high.

“Amazon views grocery as one of the most important long-term drivers of growth in its retail segment,” writes Colin Sebastian, a Robert W. Baird analyst. The acquisition gives Amazon a scale and density “that otherwise would have taken years to build out.”

The deal came together in the past month, just after Whole Foods announced an overhaul of its board of directors, according to people familiar with the deal. The process was influenced by Amazon’s own plans to build out a network that would have competed against Whole Foods, the people added.

Amazon will pay $42 a share for Whole Foods, valuing the grocer at a 27% premium to its closing price Thursday, or $13.7 billion including debt. The deal is expected to close in the second half of this year.

Mutual-fund giant Neuberger Berman, which owns some 2.7% of Whole Foods, and activist hedge fund Jana Partners LLC, with roughly 8.2%, had been pressing the retailer to add directors experienced in retail operations, technology, finance and real estate, and to consider a sale.

Neuberger portfolio manager Charles Kantor said Amazon’s bid could be topped by grocery companies worried about new competition. “It’s not a big check,” he said in an interview. “I would be very surprised if this is the final chapter of Whole Foods.”

Acquiring Whole Foods is strategic for Amazon, a way to quickly grab a bigger portion of the estimated $674 billion U.S. market for edible groceries, according to consulting firm Kantar Retail. Until now, Amazon has largely focused its grocery efforts around its Amazon Fresh subscription service, which promises quick delivery of online food orders.

Analysts said they expect Amazon eventually to use the stores to promote private-label products, integrate and grow its artificial-intelligence-powered Echo speakers, boost Prime membership and entice more customers into the fold.

Online grocery shopping is logistically complex, often requiring fast delivery of cold items as part of large orders on routes where stops are spread far apart. And many consumers still prefer to touch, smell and pick out fresh items like fruits and vegetables for themselves.

Online shopping accounted for 2% of grocery sales last year, according to Kantar. Before Amazon’s announcement, that share was projected to grow to 3% by 2021. Amazon’s food-and-beverage grocery market share was estimated at 1.1% last year, compared with 1.7% for Whole Foods, according to Cowen.

Now Amazon has to combine two distinct corporate cultures and leverage its full-scale entry into bricks-and-mortar retailing. Largely a hands-off manager of smaller acquisitions like Zappos.com, Amazon is likely to take a more active role in Whole Foods, Macquarie analyst Ben Schachter said.

Whole Foods has come under fire as traditional grocers offer more natural and organic items, which are Whole Foods’ mainstay. Its shares had lost nearly half their value since a 2013 peak, and sales at stores open at least a year had slumped.

At first, the two retailers don’t seem like an immediate match. Amazon is a low-price leader, while Whole Foods is a premium offering. Whole Foods’ operating margins, at 5.5%, are higher than those of Amazon’s North American retail business at 3%, Citi analysts note. The combined companies would be the fifth-largest U.S. grocery retailer by market share, according to an analysis by Cowen, behind Wal-Mart, Kroger, Costco and Albertsons/Safeway.

John Mackey will remain chief executive of Whole Foods; stores will operate under that name and maintain their suppliers, Amazon said in a press release. Amazon Chief Executive Jeff Bezos said the company is “doing an amazing job and we want that to continue.”

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Amazon/Grocery/2019/3 reasons for Amazon to reconsider its Whole Foods strategy.docx

3 reasons for Amazon to reconsider its Whole Foods strategy

Michael Henage, Seeking Alpha, 26 February 2019

Summary

· The Whole Foods acquisition doesn't seem to give Amazon what it wanted. It may be time to consider reversing course.

· Amazon Web Services is helping increase Amazon's core free cash flow from every dollar of revenue.

· Amazon wants third-party sellers to keep using its site for their wares. This business requires the company's full attention.

· Amazon could be considered as a value play. Yes, you read that right, a value play.

Amazon.com (NASDAQ:AMZN) has developed a reputation as a disruptive force in almost every industry it enters. In 2017, Amazon expanded its physical presence with its purchase of Whole Foods. At the time, grocery and retail stocks sagged in response, on the assumption that Amazon would take over the grocery business. However, the acquisition hasn't been the rousing success that some pictured at the time. In truth, Amazon may need to accept a loss of the physical grocery battle in order to win the ultimate war for profits.

A whole lot of nothing

The purchase of Whole Foods was analyzed in an article by CNBC as, "Whole Foods gives Amazon the brick and mortar platform that many internet retailers have begun to realize is essential to minimizing the cost of returns, delivery and marketing." Theoretically, Amazon would turn Whole Foods upside down, shake out costs, lower prices, and boost sales. The reality has been far less impactful.

The key assumption that Amazon needs a physical presence seems misguided. It's a different scenario for Walmart (NYSE:WMT), with its over 11,000 stores worldwide, to leverage its physical presence to increase online sales. Walmart locations are convenient, so shopping online and picking up at the store means near-immediate gratification.

This is not the same thing as Amazon acquiring Whole Foods. First, at last count, Whole Foods operates just under 500 locations between the U.S. and the United Kingdom. To put this in perspective, this means there are about 22 Walmart locations for every 1 Whole Foods. Second, if grocery delivery and pick-up were central reasons for Amazon to buy Whole Foods, the numbers seem to argue this is a fight even Amazon may not want to take on.

Whole Foods Free 2-hour delivery for Prime members

(Source: Whole Foods site)

Whole Foods offers Prime Now delivery in 66 cities and areas of the country at present. By point of comparison, Walmart offers delivery in 72 cities in Florida alone. The company said it plans to double the number of stores that offer grocery delivery in 2019 and add another 1,000 for grocery pickup. By 2020, Walmart expects to offer grocery pick-up at 3,100 stores and to have 1,600 delivery locations. Walmart already had billions invested in physical locations and it is simply leveraging its investment to expand online and grocery sales. Amazon's purchase of Whole Foods gave it a physical presence, yet not the advantage of scale.

Second, Whole Foods didn't get the nickname "whole paycheck" without reason. The company's own website describes Whole Foods as, "the world's leader in natural and organic foods." The positioning of Whole Foods as an upscale organic grocer doesn't seem to fit with Amazon's customer first, price second culture. It's difficult to mesh the sale of electronics like the Amazon Echo lineup, Kindles, and Fire devices alongside organic kale.

For those who doubt that Whole Foods has been a bit of a dud for Amazon, we only need to look at Amazon's last earnings report.

Quarter	Q4 2017	Q1 2018	Q2 2018	Q3 2018	Q4 2018
Physical Store Revenue	$4.5b	$4.3b	$4.3b	$4.3b	$4.4b

(Source: Amazon most recent earnings)

Amazon's physical store presence is primarily Whole Foods, and yet, sales look to be essentially flat for the last five quarters. During Amazon's conference call, CFO Brian Olsavsky said, "Whole Foods growth year-over-year on an apples-to-apples basis was approximately 6%." No matter how we cut it, Whole Foods is posting the slowest growth of Amazon's divisions. In the meantime, the physical store business represents just 6% of the most recent quarterly sales. In addition, this isn't the first time Amazon struggled to find footing in the grocery business. Amazon Fresh expanded then was shut downin multiple cities with little explanation.

Amazon paid $13.7 billion for Whole Foods in 2017. On a price-to-sales basis, Kroger generated about $124 billion in sales over the last four quarters, yet its market cap sits at about $23 billion. Using these numbers, investors are valuing the retailer at just $0.19 of market cap per $1 of revenue. I'm not suggesting Whole Foods and Kroger would fetch similar valuations. However, even at three times Kroger's price-to-sales, Whole Foods would be valued just under $10 billion. The grocery business is massive yet, rife with competition and cutthroat margins.

Prior to its acquisition, Whole Foods' sales were essentially flat and its comparable store sales were down nearly 2% annually. In the third quarter of 2017, the company reported in the 40 weeks prior, it generated just $209 million in core free cash flow. Looking at this another way, with over $12 billion in sales over 40 weeks, Whole Foods was generating less than $0.02 of free cash flow per $1 of revenue. It's possible Amazon may have improved on Whole Foods operations, yet the company's lackluster sales growth would suggest otherwise.

It might be time for Amazon to look at strategic alternatives for its physical stores division. Investors expect huge growth from Amazon and the company has several reasons to invest its time and money elsewhere.

The shift to cash

One way to tell what a company is focused on is to look at what verbiage is at the beginning of its earnings announcements. For the last few years, Amazon has started its earnings release with almost the exact same cadence. The top line announced how fast sales increased year-over-year. The first paragraph starts with, "operating cash flow…" Amazon knows that investors want to know how quickly it grew sales, but immediately after that it is focused on cash flow.

The reason Amazon wants investors to focus on cash flow is because the company's free cash flow picture is improving at a rapid rate. The reason isn't hard to guess, its Amazon Web Services business. This division is growing fast and has significantly better margins than most of the company's other businesses.

Category	Q3 2017	Q4 2017	Q1 2018	Q2 2018	Q3 2018	Q4 2018
AWS Sales	$4.6b	$5.1b	$5.4b	$6.1b	$6.7b	$7.4b
AWS Sales Growth (y-o-y)	42%	44%	48%	49%	46%	46%

(Source: AMZN current quarter earnings)

Last quarter, AWS operating margin exceeded 29%. By comparison, North America operating margin came in at just over 5%. Due in part to AWS growth and Amazon's ability to control some of its costs, the company's free cash flow has increased exponentially.

(Source: Trailing 12 Months Sales and FCF - Amazon current quarter earnings)

In short, Amazon's core free cash flow per dollar of revenue has increased 60% versus 18 months ago. By point of comparison, Walmart's last quarter showed free cash flow per $1 of revenue of $0.03, which matched the company's cash flow performance last year at the same time.

I believe the Whole Foods venture may be pulling resources away from AWS to the detriment of the company and shareholders. When you have a division growing at over 40% annually and generating substantial margins, you don't waste time and energy trying to grow another division that is limping along at 6% annual growth with much lower margins.

More than half a reason to invest in this business

There have been many commercials produced by Amazon showing small business owners that sell their wares on Amazon. The one that sticks out in my mind is a lady who closes her shop at the end of the day. The sign doesn't just say closed, it says something like "always open on Amazon."

Amazon has long been decried as the bringer of doom to small businesses. When the company's retail business was less mature, that was certainly the case, as the company tried to grow by undercutting everyone. As Amazon has become the de facto search engine for products to buy, the company realized it didn't always need to be the seller for its business to grow. The CFO said on the last conference call, "more than half of our units sold are from third-party sellers."

In the last year and a half, Amazon's online store sales have increased by roughly 51%. By comparison, third-party seller services revenue has increased by nearly 70% in this same time frame. This is another phenomenon that Walmart is trying to take advantage of, offering third-party sellers the option to sell on its site as it grows and becomes more popular.

An interesting study found most third-party sellers are on Amazon as well as other sites. However, there seems to be a split between where sellers are going. In 2017, 65% of sellers on Amazon said they would sell on eBay as well. By 2018, the number of Amazon sellers using eBay had dropped to 52%. Walmart seems to be gaining ground, as the number of Amazon sellers using either Walmart.com or Jet.com moved from 17% in 2017, to 25% in 2018.

This is fast growth and high margin business. The company gets the benefit of revenue from services without some of the risks of carrying certain inventory. This is another significant business opportunity, and last quarter, it represented more than 300% of the sales of Amazon's physical stores. Some investors may believe Amazon can do everything well at the same time. However, there is an opportunity cost in every business decision. Whole Foods seems to be an opportunity that could cost Amazon some focus on these third-party sellers.

A value play?

One of my core investing principals [sic] is growth at a reasonable cost. There is little doubt that Amazon has been giving investors heartburn with its valuation for quite a while. That being said, by a few metrics, I can honestly say that Amazon looks like a decent value at current prices.

First, using the PEG ratio, the comparison between Amazon and Walmart isn't even close. Analysts are calling for a 5-year annual EPS growth rate from Amazon of nearly 44%. Looking at 2020 earnings estimates, Amazon shares trade for a forward P/E of about 41. This means Amazon sells for a forward PEG of less than 1. For most traditional stock pickers, anything less than 1 could be a good value.

At present, Walmart is projected to grow 5-year EPS by just over 4% annually. Current estimates for next year put the stock at a P/E of over 21. Even with a yield of a little over 2%, it's hard to get past a PEG ratio of 5.

Second, when it comes to revenue growth, the gap is nearly as wide between the two companies. Analysts expect revenue growth from Amazon of around 18% annually over 2019 and 2020. During this same time, Walmart analysts are looking for less than 3% annual revenue growth.

There have been numerous headlines suggesting that Walmart's online business could present a problem for Amazon. This is a bit of hyperbole, given the difference in the size of online sales at the two companies. However, as we've seen, Amazon has multiple divisions that are growing fast and carry excellent margins (AWS and Third-Party). The company has a burgeoning advertising business as well that could be worth many billions in the years to come.

What Amazon doesn't seem to need is Whole Foods. Having a physical presence is one thing if it is tied to a fast-growing business. However, Whole Foods isn't growing fast, and its lack of scale seems to represent just another challenge for Amazon to try and overcome. Amazon's massive opportunities in first-party eCommerce, Third-Party Services, AWS, and Advertising should warrant Amazon's full attention. It's time for the king of online to get back to its roots and drop its Whole Foods acquisition in the recycle bin.

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Amazon/Grocery/2017/Amazon puts Whole Foods, delivery units under Bezos lieutenant.docx

Amazon puts Whole Foods, delivery units under Bezos lieutenant

Steve Kessel oversees Prime Now, AmazonFresh and the company’s physical book and convenience stores

By Laura Stevens, Wall Street Journal, 9 November 2017

With its Amazon Go convenience store, still in beta testing, Amazon is seeking to replace the human cashier with artificial intelligence. PHOTO:ELAINE THOMPSON/ASSOCIATED PRESS

Amazon.com Inc. AMZN -0.57% has consolidated its physical retail and fast-delivery operations under a veteran lieutenant of Chief Executive Jeff Bezos, according to people familiar with the matter, as it integrates its new Whole Foods Market unit with related businesses.

That gives Steve Kessel responsibility for Prime Now, Amazon’s rapid-delivery operation, and AmazonFresh, its grocery-delivery arm, in addition to Whole Foods and Amazon’s physical book and convenience stores, the people said. The goal is to ease changes across those platforms as Amazon tries to reinvent the way consumers shop in stores, one of the people said.

Mr. Kessel spent years overseeing Amazon’s digital strategy, including books and music; he led the team that developed the company’s Kindle e-reader, launched roughly a decade ago, and its Fire tablet in late 2011. Soon after, he went on a sabbatical, returning in 2015 and heading up an effort to reimagine the in-store experience.

He was placed in charge of Whole Foods, reporting to retail chief Jeff Wilke, at the time of the $13.5 billion acquisition in August, and added Prime Now and AmazonFresh in recent weeks, the people said.

Analysts, investors and rivals are closely watching Amazon’s efforts in rapid delivery and physical retail, and in particular how it integrates Whole Foods. Potential changes, analysts say, include combining supply chains of its grocery operations and adding fast Whole Foods deliveries.

Amazon Chief Financial Officer Brian Olsavsky hinted at the strategic move during a quarterly earnings call late last month. “I think over time you’ll see more cooperation and more working together between AmazonFresh, Prime Now and Whole Foods as we explore different ways to serve the customer,” he said.

Amazon has struggled in recent years to make its grocery business work. Under Mr. Kessel, AmazonFresh was recently scaled back, ending delivery in some ZIP Codes, according to the people familiar with the matter.

Amazon's Second-Most-Powerful Guy Named Jeff: How I Work

Amazon's Second-Most-Powerful Guy Named Jeff. Photo: Wiqan Ang for The Wall Street Journal

An Amazon spokeswoman confirmed that service has been ended to select ZIP Codes.

One of Mr. Kessel’s first experiments after his return two years ago was Amazon Books, a bookstore with a limited selection tailored by localized data. Prices aren’t marked; instead, customers scan bar codes with their phones, which allows Amazon to study how they browse.

Mr. Kessel also is the executive behind Amazon Go, a cashierless convenience store still in beta testing that uses artificial intelligence to track customers as they grab goods and automatically check out. The store was supposed to open to the public earlier this year, but Amazon delayed that after difficulty implementing the technology, according to people familiar with the matter.

When Amazon acquired Whole Foods, it said it would lower prices, install Amazon delivery lockers and introduce Prime membership benefits for in-store customers.

Analysts have suggested Amazon is likely to incorporate Prime Now, which stocks a limited list of food and necessities that it can deliver in one or two hours, to offer orders from Whole Foods too. Currently, Whole Foods maintains a partnership with grocery-delivery service Instacart.

“We’re going to learn with them how we can efficiently—and in a high-quality way—deliver groceries to our customers,” Mr. Wilke said in a recent interview.

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