10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 19, 2014; or

o 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	(IRS employer
incorporation)	identification no.)

550 Bowie Street

Austin, Texas 78703

(Address of principal executive offices)

512-477-4455

(Registrant’s telephone number, including area code)

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 o

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

The number of shares of the registrant’s common stock, no par value, outstanding as of February 14, 2014 was 371,969,999 shares.

Whole Foods Market, Inc.

Form 10-Q

Table of Contents

	Page
Part I. Financial Information
Item 1. Financial Statements.
Consolidated Balance Sheets (unaudited), January 19, 2014 and September 29, 2013	1
Consolidated Statements of Operations (unaudited), for the sixteen weeks ended January 19, 2014 and January 20, 2013	2
Consolidated Statements of Comprehensive Income (unaudited), for the sixteen weeks ended January 19, 2014 and January 20, 2013	3
Consolidated Statements of Shareholders’ Equity (unaudited), for the sixteen weeks ended January 19, 2014 and fiscal year ended September 29, 2013	4
Consolidated Statements of Cash Flows (unaudited), for the sixteen weeks ended January 19, 2014 and January 20, 2013	5
Notes to Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	18
Item 4. Controls and Procedures.	18
Part II. Other Information
Item 1. Legal Proceedings.	20
Item 1A. Risk Factors.	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	20
Item 6. Exhibits.	21
Signature	22

Part I. Financial Information

Item 1. Financial Statements.

Whole Foods Market, Inc.

Consolidated Balance Sheets (unaudited)

(In millions)

Assets	January 19, 2014			September 29, 2013
Current assets:
Cash and cash equivalents	$	271		$	290
Short-term investments - available-for-sale securities	771			733
Restricted cash	111			111
Accounts receivable	209			188
Merchandise inventories	454			414
Prepaid expenses and other current assets	109			93
Deferred income taxes	150			151
Total current assets	2,075			1,980
Property and equipment, net of accumulated depreciation and amortization	2,510			2,428
Long-term investments - available-for-sale securities	302			302
Goodwill	679			679
Intangible assets, net of accumulated amortization	66			65
Deferred income taxes	77			72
Other assets	11			12
Total assets	$	5,720		$	5,538
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of capital lease obligations	$	1		$	1
Accounts payable	277			247
Accrued payroll, bonus and other benefits due team members	384			367
Dividends payable	45			37
Other current liabilities	459			436
Total current liabilities	1,166			1,088
Long-term capital lease obligations, less current installments	31			26
Deferred lease liabilities	514			500
Other long-term liabilities	46			46
Total liabilities	1,757			1,660
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value, 600.0 shares authorized; 376.3 and 375.7 shares issued; 371.9 and 372.4 shares outstanding at 2014 and 2013, respectively	2,804			2,765
Common stock in treasury, at cost, 4.4 and 3.3 shares at 2014 and 2013, respectively	(215		)	(153		)
Accumulated other comprehensive income (loss)	(4		)	1
Retained earnings	1,378			1,265
Total shareholders’ equity	3,963			3,878
Total liabilities and shareholders’ equity	$	5,720		$	5,538

The accompanying notes are an integral part of these consolidated financial statements.

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Whole Foods Market, Inc.

Consolidated Statements of Operations (unaudited)

(In millions, except per share amounts)

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Sales	$	4,239	$	3,856
Cost of goods sold and occupancy costs	2,754		2,508
Gross profit	1,485		1,348
Direct store expenses	1,077		979
General and administrative expenses	132		116
Pre-opening expenses	16		14
Relocation, store closure and lease termination costs	5		4
Operating income	255		235
Investment and other income, net of interest expense	4		3
Income before income taxes	259		238
Provision for income taxes	101		92
Net income	$	158	$	146
Basic earnings per share	$	0.42	$	0.39
Weighted average shares outstanding	372.3		370.8
Diluted earnings per share	$	0.42	$	0.39
Weighted average shares outstanding, diluted basis	375.8		374.3
Dividends declared per common share	$	0.12	$	1.10

The accompanying notes are an integral part of these consolidated financial statements.

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Whole Foods Market, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(In millions)

	Sixteen weeks ended
	January 19, 2014			January 20, 2013
Net income	$	158		$	146
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(5		)	(2		)
Other comprehensive loss, net of tax	(5		)	(2		)
Comprehensive income	$	153		$	144

The accompanying notes are an integral part of these consolidated financial statements.

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Whole Foods Market, Inc.

Consolidated Statementsof Shareholders’ Equity(unaudited)

Sixteen weeks endedJanuary 19, 2014 and fiscal year ended September 29, 2013

(In millions)

	Shares outstanding		Common stock		Common stock in treasury			Accumulated other comprehensive income (loss)			Retained earnings			Total shareholders’ equity
Balances at September 30, 2012	370.9		$	2,592	$	(28	)	$	5		$	1,233		$	3,802
Net income	—		—		—			—			551			551
Other comprehensive loss, net of tax	—		—		—			(4		)	—			(4		)
Dividends ($1.40 per common share)	—		—		—			—			(519		)	(519		)
Issuance of common stock pursuant to team member stock plans	4.1		81		—			—			—			81
Purchase of treasury stock	(2.6	)	—		(125		)	—			—			(125		)
Tax benefit related to exercise of team member stock options	—		36		—			—			—			36
Share-based payment expense	—		56		—			—			—			56
Balances at September 29, 2013	372.4		2,765		(153		)	1			1,265			3,878
Net income	—		—		—			—			158			158
Other comprehensive loss, net of tax	—		—		—			(5		)	—			(5		)
Dividends ($0.12 per common share)	—		—		—			—			(45		)	(45		)
Issuance of common stock pursuant to team member stock plans	0.6		16		—			—			—			16
Purchase of treasury stock	(1.1	)	—		(62		)	—			—			(62		)
Tax benefit related to exercise of team member stock options	—		5		—			—			—			5
Share-based payment expense	—		18		—			—			—			18
Balances at January 19, 2014	371.9		$	2,804	$	(215	)	$	(4	)	$	1,378		$	3,963

The accompanying notes are an integral part of these consolidated financial statements.

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Whole Foods Market, Inc.

Consolidated Statementsof Cash Flows (unaudited)

(In millions)

	Sixteen weeks ended
	January 19, 2014			January 20, 2013
Cash flows from operating activities
Net income	$	158		$	146
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	111			102
Share-based payment expense	18			17
Deferred income tax (benefit) expense	(4		)	6
Excess tax benefit related to exercise of team member stock options	(5		)	(4		)
Accretion of premium/discount on marketable securities	9			9
Deferred lease liabilities	11			16
Other	6			6
Net change in current assets and liabilities:
Accounts receivable	(15		)	17
Merchandise inventories	(40		)	(27		)
Prepaid expenses and other current assets	(16		)	(24		)
Accounts payable	31			(4		)
Accrued payroll, bonus and other benefits due team members	17			29
Other current liabilities	55			14
Net change in other long-term liabilities	1			—
Net cash provided by operating activities	337			303
Cash flows from investing activities
Development costs of new locations	(122		)	(96		)
Other property and equipment expenditures	(97		)	(59		)
Purchases of available-for-sale securities	(339		)	(366		)
Sales and maturities of available-for-sale securities	289			727
Increase in restricted cash	—			(9		)
Payment for purchase of acquired entities	—			(22		)
Other investing activities	(4		)	(5		)
Net cash (used in) provided by investing activities	(273		)	170
Cash flows from financing activities
Common stock dividends paid	(37		)	(397		)
Issuance of common stock	16			9
Purchase of treasury stock	(62		)	(26		)
Excess tax benefit related to exercise of team member stock options	5			4
Net cash used in financing activities	(78		)	(410		)
Effect of exchange rate changes on cash and cash equivalents	(5		)	—
Net change in cash and cash equivalents	(19		)	63
Cash and cash equivalents at beginning of period	290			89
Cash and cash equivalents at end of period	$	271		$	152
Supplemental disclosure of cash flow information:
Federal and state income taxes paid	$	89		$	88

The accompanying notes are an integral part of these consolidated financial statements.

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Whole Foods Market, Inc.

Notes to Consolidated Financial Statements (unaudited)

January 19, 2014

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements of Whole Foods Market, Inc. and its consolidated subsidiaries (collectively “Whole Foods Market,” “Company,” or “we”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. The first fiscal quarter is 16 weeks, the second and third quarters each are 12 weeks, and the fourth quarter is 12 or 13 weeks. Fiscal years 2014 and 2013 are 52-week years. The Company has one operating segment and a single reportable segment, natural and organic foods supermarkets.

The following is a summary of percentage sales by geographic area for the periods indicated:

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Sales:
United States	96.7	%	96.6	%
Canada and United Kingdom	3.3		3.4
Total sales	100.0	%	100.0	%

The following is a summary of the percentage of net long-lived assets by geographic area as of the dates indicated:

	January 19, 2014		September 29, 2013
Long-lived assets, net:
United States	95.8	%	95.7	%
Canada and United Kingdom	4.2		4.3
Total long-lived assets, net	100.0	%	100.0	%

(2) Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends Accounting Standards Codification (“ASC”) 740, “Income Taxes.” The amendments provide guidance on the financial statement presentation of an unrecognized tax benefit, as either a reduction of a deferred tax asset or as a liability, when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and may be applied on either a prospective or retrospective basis. The provisions are effective for the Company’s first quarter of fiscal year ending September 27, 2015. We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force),” which amends ASC 405, “Liabilities.” The amendments provide guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings, for which the total amount of the obligation is fixed at the reporting date. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied retrospectively. The provisions are effective for the Company’s first quarter of fiscal year ending September 27, 2015. We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

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(3) Fair Value Measurements

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 variable rate demand notes 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.

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.

The Company held the following financial assets measured at fair value on a recurring basis based on the hierarchy levels indicated (in millions):

January 19, 2014	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	20	$	—	$	—	$	20
Commercial paper	—		93		—		93
Marketable securities - available-for-sale:
Commercial paper	—		110		—		110
Corporate bonds	—		5		—		5
Municipal bonds	—		941		—		941
Variable rate demand notes	—		17		—		17
Total	$	20	$	1,166	$	—	$	1,186

September 29, 2013	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	73	$	—	$	—	$	73
Commercial paper	—		104		—		104
Municipal bonds	—		17		—		17
Marketable securities - available-for-sale:
Corporate bonds	—		5		—		5
Municipal bonds	—		1,010		—		1,010
Variable rate demand notes	—		20		—		20
Total	$	73	$	1,156	$	—	$	1,229

(4) Investments

The Company holds investments in marketable securities that are classified as either short- or long-term available-for-sale securities. 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 Company held the following investments at fair value as of the dates indicated (in millions):

	January 19, 2014		September 29, 2013
Short-term marketable securities - available-for-sale:
Commercial paper	$	110	$	—
Municipal bonds	644		713
Variable rate demand notes	17		20
Total short-term marketable securities	$	771	$	733
Long-term marketable securities - available-for-sale:
Corporate bonds	$	5	$	5
Municipal bonds	297		297
Total long-term marketable securities	$	302	$	302

Gross unrealized holding gains and losses were not material at January 19, 2014 or September 29, 2013. Available-for-sale securities totaling approximately $150 million and $252 million were in unrealized loss positions at January 19, 2014 and September 29, 2013, respectively. There were no investments in a continuous unrealized loss position for greater than 12 months

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at January 19, 2014. The aggregate value of available-for-sale securities in a continuous unrealized loss position for greater than 12 months at September 29, 2013 totaled approximately $22 million. The Company did not recognize any other-than-temporary impairments for the sixteen weeks ended January 19, 2014 or fiscal year ended September 29, 2013.

At January 19, 2014, the average effective maturity of the Company’s short- and long-term investments was approximately 6 months and 17 months, respectively, compared to approximately 5 months and 16 months, respectively, at September 29, 2013.

(5) Goodwill and Other Intangible Assets

No adjustments to goodwill were recorded during the sixteen weeks ended January 19, 2014. The Company recorded goodwill totaling approximately $16 million primarily related to the acquisition of six retail locations during the sixteen weeks ended January 20, 2013. The Company acquired definite-lived intangible assets totaling approximately $3 million, primarily acquired leasehold rights, and approximately $6 million, primarily favorable lease assets related to the acquisition of six retail locations, during the sixteen weeks ended January 19, 2014 and January 20, 2013, respectively. The components of intangible assets as of the dates indicated were as follows (in millions):

	January 19, 2014					September 29, 2013
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	105	$	(42	)	$	102	$	(40	)
Definite-lived marketing-related and other	1		(1		)	1		(1		)
Indefinite-lived contract-based	3					3
Total	$	109	$	(43	)	$	106	$	(41	)

Amortization associated with intangible assets totaled approximately $1 million for both the sixteen weeks ended January 19, 2014 and the same period of the prior fiscal year. Future amortization associated with the net carrying amount of definite-lived intangible assets is estimated to be as follows (in millions):

Remainder of fiscal year 2014	$	3
Fiscal year 2015	5
Fiscal year 2016	5
Fiscal year 2017	4
Fiscal year 2018	4
Future fiscal years	42
Total	$	63

(6) Reserves for Closed Properties

The following table provides a summary of store closure reserve activity during the sixteen weeks ended January 19, 2014 and fiscal year ended September 29, 2013 (in millions):

	January 19, 2014			September 29, 2013
Beginning balance	$	36		$	41
Additions	1			5
Usage	(3		)	(11		)
Adjustments	3			1
Ending balance	$	37		$	36

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(7) Shareholders’ Equity

Dividends per Common Share

The following table provides a summary of dividends declared per common share during fiscal years 2014 and 2013 (in millions, except per share amounts):

Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2014:
November 1, 2013 (1)	$	0.12	January 17, 2014	January 28, 2014	$	45
Fiscal year 2013:
November 29, 2012	$	1.00	December 10, 2012	December 21, 2012	$	371
November 7, 2012	0.10		January 18, 2013	January 29, 2013	37
March 15, 2013	0.10		April 12, 2013	April 23, 2013	37
June 12, 2013	0.10		July 5, 2013	July 16, 2013	37
September 10, 2013	0.10		September 27, 2013	October 8, 2013	37

⁽¹⁾ Dividend accrued at January 19, 2014

Treasury Stock

The following table outlines the share repurchase programs authorized by the Company’s Board of Directors, and the related repurchase activity as of January 19, 2014 (in millions):

Authorization date	Expiration date	Amount authorized		Cost of repurchases		Authorization available
November 15, 2012	December 31, 2014	$	300	$	62	$	238
November 1, 2013	December 31, 2015	500		—		500
		$	800	$	62	$	738

Share repurchase activity for the periods indicated was as follows (in millions, except per share amounts):

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Number of common shares acquired	1.1		0.5
Average price per common share acquired	$	56.06	$	46.04
Total cost of common shares acquired	$	62	$	26

Under the repurchase programs, purchases can be made from time to time using a variety of methods, which may include open market purchases or purchases through a Rule 10b5-1 trading plan, all in accordance with Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic conditions and market conditions, and other considerations. The repurchase programs do not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.

(8) Earnings per Share

The computation of basic earnings per share is based on the number of weighted average common shares outstanding during the period. The computation of diluted earnings per share includes the dilutive effect of common stock equivalents consisting of incremental common shares deemed outstanding from the assumed exercise of stock options and the dilutive effect of restricted stock awards.

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A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows (in millions, except per share amounts):

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Net income (numerator for basic and diluted earnings per share)	$	158	$	146
Weighted average common shares outstanding (denominator for basic earnings per share)	372.3		370.8
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	3.5		3.5
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	375.8		374.3
Basic earnings per share	$	0.42	$	0.39
Diluted earnings per share	$	0.42	$	0.39

The computation of diluted earnings per share for the sixteen weeks ended January 19, 2014 and January 20, 2013 does not include options to purchase approximately 3.9 million shares and 7.1 million shares of common stock, respectively, due to their antidilutive effect. The dilutive effect of restricted stock awards was not material for the sixteen weeks ended January 19, 2014 or the same period of the prior fiscal year.

(9) Share-Based Payments

Share-based payment expense before income taxes recognized during the sixteen weeks ended January 19, 2014 and January 20, 2013 totaled approximately $18 million and $17 million, respectively. Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in millions):

	Sixteen weeks ended
	January 19, 2014			January 20, 2013
Cost of goods sold and occupancy costs	$	1		$	1
Direct store expenses	10			9
General and administrative expenses	7			7
Share-based payment expense before income taxes	18			17
Income tax benefit	(7		)	(6		)
Net share-based payment expense	$	11		$	11

At January 19, 2014 and September 29, 2013, approximately 42.5 million shares and 42.3 millionshares of the Company’s common stock, respectively, were available for future stock incentive grants. At January 19, 2014 and September 29, 2013, there was approximately $107 million and $130 million of unrecognized share-based payment expense, respectively, related to unvested stock options, net of estimated forfeitures, related to approximately 12.3 million shares and 12.4 million shares, respectively. We anticipate this expense to be recognized over a weighted average period of approximately three years.

(10) 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. Our primary contingencies are associated with insurance and self-insurance obligations and litigation matters. 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. 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.

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(11) Related Party Transactions

The Company provides ongoing support to three independent nonprofit organizations: Whole Planet Foundation, Whole Kids Foundation, and Whole Cities Foundation (the “Foundations”). Whole Planet Foundation’s mission is to empower the poor through microcredit, with a focus on developing-world communities that supply the Company’s stores with product. Whole Kids Foundation is dedicated to improving children’s nutrition through partnerships with schools, educators, and other organizations. Whole Cities Foundation is dedicated to supporting efforts to increase access to nutritious, fresh food and health education in underserved communities. The board of directors of each of the Foundations is principally comprised of members of the Company’s management. Additionally, the Company provides administrative support and covers all operating costs of the Foundations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Disclaimer on Forward-looking Statements

Certain statements in this report 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,” “outlook,” “depend,” “should,” “would,” “plan,” “project,” “predict,” “forecast,” “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 analysis 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, including fuel prices and housing market trends, the impact of competition and other factors which are often beyond the control of the Company, as well other risks listed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013 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 Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013.

Overview

Whole Foods Market, Inc. is the leading retailer of natural and organic foods and America’s first national “Certified Organic” grocer. Our Company mission is to promote the vitality and well-being of all individuals by supplying the highest quality, most wholesome foods available. Since the purity of our food and the health of our bodies are directly related to the purity and health of our environment, our core mission is devoted to the promotion of organically grown foods, healthy eating, and the sustainability of our entire ecosystem. 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. The Company incorporated in 1978, opened the first Whole Foods Market store in 1980, and as of January 19, 2014, operated 371 stores: 355 stores in 40 U.S. states and the District of Columbia; 8 stores in Canada; and 8 stores in the United Kingdom. We have one operating segment, natural and organic foods supermarkets.

Our continued growth depends on our ability to increase sales in our identical stores and open new stores. Our growth strategy includes opening new stores in existing and new areas and operating those stores successfully. 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.

Sales of a store are deemed to be comparable commencing in the fifty-third full week after the store was opened. Stores acquired in purchase acquisitions enter the comparable store base effective the fifty-third full week following the date of acquisition. Identical store sales exclude sales from relocated and remodeled stores with square footage changes greater than 20% from the comparable calculation to reduce the impact of square footage changes on the comparison. Stores closed for eight or more days are excluded from the comparable and identical store base from the first fiscal week of closure until re-opened for a full fiscal week. Comparable and identical sales growth is calculated on a same-calendar-week to same-calendar-week basis.

The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. Fiscal years 2014 and 2013 are 52-week years.

Economic and Industry Factors

Food retailing is a large, intensely competitive industry. Our competition varies across the Company and 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 and restaurants, each of which competes with us on the basis of store ambiance and experience, product selection, quality, customer service, price or a combination of these factors.

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We offer a broad and differentiated selection of high-quality natural and organic products with a strong emphasis on perishable foods. We aspire to become an international brand synonymous with not just natural and organic foods, but also with being the highest quality food retailer in every community in which we are located. We believe our strict quality standards differentiate our stores from other supermarkets and enable us to attract and maintain a broad base of loyal customers.

Highlights for the First Quarter of Fiscal Year 2014

During the sixteen weeks ended January 19, 2014, sales increased 9.9% to a record $4.2 billion and diluted earnings per share increased to $0.42. For the sixteen weeks ended January 19, 2014:

• Average weekly sales totaled $719,000, translating to sales per square foot of $983;

• Gross profit as a percentage of sales was 35.0%, a record for the first quarter;

• Operating income as a percentage of sales totaled 6.0%;

• EBITDA margin totaled 8.6%; and

• Return on invested capital (“ROIC”) was 13.3%.

We produced approximately $337 million in cash flows from operations and invested approximately $219 million in capital expenditures, of which approximately $122 million related to new stores. During the sixteen weeks ended January 19, 2014, we opened 10 new stores and year-over-year square footage increased over 8.2% to 14.2 million square feet. In addition, we paid cash dividends to common shareholders totaling approximately $37 million and repurchased approximately $62 million of our common stock. At January 19, 2014, we had cash, restricted cash and investments totaling approximately $1.5 billion.

Updated Outlook for Fiscal Year 2014

Based on our first quarter results and updated assumptions for the remainder of the fiscal year 2014, the Company revised its fiscal year 2014 outlook as shown in the table below.

	Sixteen weeks ended January 19, 2014	Implied second through fourth quarter of fiscal year 2014	Estimated fiscal year 2014
Sales growth	9.9%	11% - 12%	11% - 12%
Comparable store sales growth	5.4%	5.5% - 6.5%	5.5% - 6.2%
General and administrative expenses as a percentage of sales	3.1%	3.1%	3.1%
Pre-opening and relocation expenses	$21 million	$54 - $57 million	$75 - $78 million
Diluted earnings per share	$0.42	$1.16 - $1.23	$1.58 - $1.65
Diluted earnings per share growth	7%	7% - 14%	7% - 12%

The Company expects ending square footage growth of 8% to 10% in fiscal year 2014. The Company expects capital expenditures for fiscal year 2014 to be in the range of approximately $600 million to $650 million, which includes the opening of 33 to 38 new stores.

Results of Operations

The following table sets forth the Company’s consolidated statements of operations data expressed as a percentage of sales:

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Sales	100.0	%	100.0	%
Cost of goods sold and occupancy costs	65.0		65.0
Gross profit	35.0		35.0
Direct store expenses	25.4		25.4
General and administrative expenses	3.1		3.0
Pre-opening expenses	0.4		0.4
Relocation, store closure and lease termination costs	0.1		0.1
Operating income	6.0		6.1
Investment and other income, net of interest expense	0.1		0.1
Income before income taxes	6.1		6.2
Provision for income taxes	2.4		2.4
Net income	3.7	%	3.8	%

Figures may not sum due to rounding.

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Sales for the sixteen weeks ended January 19, 2014 totaled approximately $4.2 billion, increasing 9.9% over the same period of the prior fiscal year. Average weekly sales totaled approximately $0.7 million, translating to sales per gross square foot of $983. Comparable store sales increased 5.4% during the sixteen weeks ended January 19, 2014, driven by increases in transaction count and basket size totaling 3.1% and 2.3%, respectively. As of January 19, 2014, there were 344 locations in the comparable store base. The spread between comparable store and identical store sales growth during the sixteen weeks ended January 19, 2014, excluding six relocations and one expansion, was approximately 60 basis points. At January 19, 2014, there were 32 stores that were opened or acquired 52 weeks or less which contributed approximately $214 million to total sales during the sixteen weeks ended January 19, 2014.

The Company’s gross profit as a percentage of sales was approximately 35.0% for both the sixteen weeks ended January 19, 2014 and the same period of the prior fiscal year. Gross profit as a percentage of sales increasedsix basis points for the sixteen weeks ended January 19, 2014 compared to the same periods of the prior fiscal year. The increase is a result of leverage in occupancy costs, which was partially offset by a slight increase in cost of goods sold as a percentage of sales, reflecting our expanded price investments. These efforts include improving our relative price positioning, expanding our value offerings across the store, and increasing our promotional activity.

Direct store expenses as a percentage of sales were approximately 25.4% for both the sixteen weeks ended January 19, 2014 and the same period of the prior fiscal year. Overall, direct store expenses as a percentage of sales increasedthree basis points during the sixteen weeks ended January 19, 2014, with leverage in wages offset by an increase in health care costs as a percentage of sales.

General and administrative expenses as a percentage of sales for the sixteen weeks ended January 19, 2014 were approximately 3.1% compared to approximately 3.0% for the same period of the prior fiscal year. The increase in general and administrative expenses as a percentage of sales for the sixteen weeks ended January 19, 2014 was primarily due to increased investments in technology.

Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in millions):

	Sixteen weeks ended
	January 19, 2014			January 20, 2013
Cost of goods sold and occupancy costs	$	1		$	1
Direct store expenses	10			9
General and administrative expenses	7			7
Share-based payment expense before income taxes	18			17
Income tax benefit	(7		)	(6		)
Net share-based payment expense	$	11		$	11

Pre-opening expenses totaled approximately $16 million for the sixteen weeks ended January 19, 2014 and approximately $14 million for the same period of the prior fiscal year.

Relocation, store closure and lease termination costs totaled approximately $5 million for the sixteen weeks ended January 19, 2014 compared to approximately $4 million for the same period of the prior fiscal year.

The numbers of stores opened and relocated were as follows:

	Sixteen weeks ended
	January 19, 2014	January 20, 2013
New stores	9	9
Relocated stores	1	1

Investment and other income, net of interest expense, which includes interest income, investment gains and losses, rental income and other income, totaled approximately $4 million for the sixteen weeks ended January 19, 2014 compared to approximately $3 million for the same period of the prior fiscal year.

Income taxes resulted in an effective tax rate of approximately 39.0% for the sixteen weeks ended January 19, 2014 compared to approximately 38.6% for the same period of the prior fiscal year.

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Non-GAAP measures

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides information regarding Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) margin and Return on Invested Capital (“ROIC”) as additional information about its operating results. These measures are not in accordance with, or an alternative to, GAAP. We believe that these presentations provide useful information to management, analysts and investors regarding certain additional financial and business trends relating to our results of operations and financial condition. In addition, management uses these measures for reviewing the financial results of the Company as well as a component of incentive compensation.

The following is a tabular reconciliation of the non-GAAP financial measure EBITDA margin to GAAP net income, which the Company believes is the most directly comparable GAAP financial measure. EBITDA margin was as follows (in millions):

	Sixteen weeks ended
	January 19, 2014			January 20, 2013
Net income	$	158		$	146
Provision for income taxes	101			92
Investment and other income, net of interest expense	(4		)	(3		)
Operating income	255			235
Depreciation and amortization	111			102
EBITDA	$	366		$	337
Sales	$	4,239		$	3,856
EBITDA margin	8.6%			8.7%

The Company defines ROIC as annualized adjusted earnings divided by average invested capital. Earnings are annualized on a 52-week basis. Adjustments to earnings are defined in the following tabular reconciliation. Invested capital reflects an average of the trailing four quarters. ROIC was as follows (in millions):

	Sixteen weeks ended
	January 19, 2014			January 20, 2013
Net income	$	158		$	146
Interest expense, net of tax	—			—
Adjusted earnings	158			146
Total rent expense, net of tax (1)	69			66
Estimated depreciation on capitalized operating leases, net of tax (2)	(46		)	(44		)
Adjusted earnings, including interest related to operating leases	181			168
Annualized adjusted earnings	$	513		$	475
Annualized adjusted earnings, including interest related to operating leases	$	588		$	547
Average working capital, excluding current portion of long-term debt	$	901		$	973
Average property and equipment, net	2,378			2,146
Average other assets	1,100			993
Average other liabilities	(537		)	(480		)
Average invested capital	$	3,842		$	3,632
Average estimated asset base of capitalized operating leases (3)	2,930			2,789
Average invested capital, adjusted for capitalization of operating leases	$	6,772		$	6,421
ROIC	13.3%			13.1%
ROIC, adjusted for capitalization of operating leases	8.7%			8.5%

⁽¹⁾ Total rent includes minimum base rent of all tendered leases

⁽²⁾ Estimated depreciation equals two-thirds of total rent expense

⁽³⁾ Estimated asset base equals eight times total annualized rent expense

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Liquidity and Capital Resources and Changes in Financial Condition

The following table summarizes the Company’s cash and short-term investments as of the dates indicated (in millions):

	January 19, 2014		September 29, 2013
Cash and cash equivalents	$	271	$	290
Short-term investments - available-for-sale securities	771		733
Total	$	1,042	$	1,023

Additionally, the Company held long-term investments in available-for-sale securities totaling approximately $302 million at January 19, 2014 and September 29, 2013.

We generated cash flows from operating activities totaling approximately $337 million during the sixteen weeks ended January 19, 2014 compared to approximately $303 million during the same period of the prior fiscal year. Cash flows from operating activities resulted primarily from our net income plus non-cash expenses and changes in operating working capital.

Net cash used in investing activities totaled approximately $273 million for the sixteen weeks ended January 19, 2014 compared to net cash provided of approximately $170 million for the same period of the prior fiscal year. Net purchases of available-for-sale securities totaled approximately $50 million during the sixteen weeks ended January 19, 2014 compared to net sales and maturities of approximately $361 million for the same period of the prior fiscal year. Our principal historical capital requirements have been the funding of the development or acquisition of new stores and acquisition of property and equipment for existing stores. The required cash investment for new stores varies depending on the size of the new store, geographic location, degree of work performed by the landlord and complexity of site development issues. Capital expenditures for the sixteen weeks ended January 19, 2014 totaled approximately $219 million, of which approximately $122 million was for new store development. Capital expenditures for the sixteen weeks ended January 20, 2013 totaled approximately $155 million, of which approximately $96 million was for new store development. The following table provides information about the Company’s store development activities:

	Stores opened during fiscal year 2013	Stores opened during fiscal year 2014 as of February 12, 2014	Properties tendered as of February 12, 2014	Total leases signed as of February 12, 2014 (1)
Number of stores (including relocations)	32	12	26	107
Number of relocations	5	1	1	11
Percentage in new markets	31%	42%	35%	19%
Average store size (gross square feet)	36,000	39,000	40,000	39,000
Total square footage	1,137,000	467,000	1,034,000	4,208,000
Average tender period in months	8.7
Average pre-opening expense per store	$2 million
Average pre-opening rent per store	$1 million

⁽¹⁾ Includes leases for properties tendered

The following table provides information about the Company’s estimated store openings, including relocations, through fiscal year 2015:

	Estimated openings	Ending store count	Ending gross square footage	Ending square footage growth
Fiscal year 2014	33 - 38	394 - 399	14.9 - 15.2 million	8% - 10%
Fiscal year 2015	38 - 45	429 - 439	16.3 - 16.8 million	9% - 11%

We believe we will produce operating cash flows in excess of the capital expenditures needed to open the 107 stores in our current store development pipeline. The Company currently has 373 stores totaling approximately 14.2 million square feet and considers 1,200 stores to be a reasonable indication of its market opportunity in the United States over the long term. Our growth strategy is to expand primarily through new store openings, and while we may continue to pursue acquisitions of smaller chains that provide access to desirable geographic areas and experienced team members, such acquisitions are not expected to significantly impact our future store growth or financial results. We have a disciplined, opportunistic real estate strategy, opening stores in existing trade areas as well as new areas, including international locations.

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Net cash used in financing activities totaled approximately $78 million for the sixteen weeks ended January 19, 2014 compared to approximately $410 million for the same period of the prior fiscal year.

During the first quarter of fiscal year 2014, the Company’s Board of Directors declared a 20% increase in the quarterly dividend to $0.12 per common share. The following table provides a summary of dividends declared per common share during fiscal years 2014 and 2013 (in millions, except per share amounts):

Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2014:
November 1, 2013 (1)	$	0.12	January 17, 2014	January 28, 2014	$	45
Fiscal year 2013:
November 29, 2012	$	1.00	December 10, 2012	December 21, 2012	$	371
November 7, 2012	0.10		January 18, 2013	January 29, 2013	37
March 15, 2013	0.10		April 12, 2013	April 23, 2013	37
June 12, 2013	0.10		July 5, 2013	July 16, 2013	37
September 10, 2013	0.10		September 27, 2013	October 8, 2013	37

⁽¹⁾ Dividend accrued at January 19, 2014

The Company will pay future dividends at the discretion of the Company’s Board of Directors. The continuation of these payments, the amount of such dividends, and the form in which dividends are paid (cash or stock) depend on many factors, including the results of operations and the financial condition of the Company. Subject to these qualifications, the Company currently expects to pay dividends on a quarterly basis.

The following table outlines the share repurchase programs authorized by the Company’s Board of Directors, and the related repurchase activity as of January 19, 2014 (in millions):

Authorization date	Expiration date	Amount authorized		Cost of repurchases		Authorization available
November 15, 2012	December 31, 2014	$	300	$	62	$	238
November 1, 2013	December 31, 2015	500		—		500
		$	800	$	62	$	738

Share repurchase activity for fiscal years 2014 and 2013 was as follows (in millions, except per share amounts):

	Number of common shares acquired	Average price per common share acquired		Total cost of common shares acquired
Fiscal year 2014:
First Quarter	1.1	$	56.06	$	62
Total fiscal year 2014	1.1	$	56.06	$	62
Fiscal year 2013:
First Quarter	0.5	$	46.04	$	26
Second Quarter	0.9	43.46		37
Third Quarter	0.5	51.83		25
Fourth Quarter	0.7	55.36		37
Total fiscal year 2013	2.6	$	48.70	$	125

Under the repurchase programs, purchases can be made from time to time using a variety of methods, which may include open market purchases or purchases through a Rule 10b5-1 trading plan, all in accordance with Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic conditions and market conditions, and other considerations. The repurchase programs do not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.

Net proceeds to the Company from the exercise of stock options by team members for the sixteen weeks ended January 19, 2014 totaled approximately $16 million compared to approximately $9 million for the same period of the prior fiscal year. The Company intends to keep its broad-based stock option program in place, but also intends to limit the number of shares granted in any one year so that annual earnings dilution from share-based payment expense will not exceed 10%. The Company believes this strategy

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is best aligned with its stakeholder philosophy because it limits future earnings dilution from options and at the same time retains the broad-based stock option plan, which the Company believes is important to team member morale, its unique corporate culture and its success. At January 19, 2014 and September 29, 2013, approximately 42.5 million shares and 42.3 million shares of our common stock, respectively, were available for future stock incentive grants.

The Company is committed under certain capital leases for rental of certain equipment, buildings and land, 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 January 19, 2014 (in millions):

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Capital lease obligations (including interest)	$	48	$	3	$	6	$	6	$	33
Operating lease obligations (1)	7,624		367		864		906		5,487
Total	$	7,672	$	370	$	870	$	912	$	5,520

⁽¹⁾ Amounts exclude taxes, insurance and other related expense

Gross unrecognized tax benefits and related interest and penalties at January 19, 2014 totaled approximately $5 million. Although a reasonably reliable estimate of the period of cash settlement with respective taxing authorities cannot be determined due to the high degree of uncertainty regarding the timing of future cash outflows associated with the Company’s unrecognized tax benefits, as of January 19, 2014, the Company does not expect tax audit resolution will reduce its unrecognized tax benefits in the next 12 months.

We periodically make other commitments and become subject to other contractual obligations that we believe to be routine in nature and incidental to the operation of the business. Management believes that such routine commitments and contractual obligations do not have a material impact on our business, financial condition or results of operations.

Our principal historical sources of liquidity have included cash generated by operations, available cash and cash equivalents, and short-term investments. Absent any significant change in market condition, we expect planned expansion and other anticipated working capital and capital expenditure requirements for the next 12 months will be funded by these sources. There can be no assurance, however, that the Company will continue to generate cash flows at or above current levels or that other sources of capital will be available to us in the future.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements at January 19, 2014 consist of operating leases disclosed in the above contractual obligations table. We have no other off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our consolidated financial statements or financial condition.

Recent Accounting Pronouncements

Recent accounting pronouncements are included in Note 2 of the Notes to Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended September 29, 2013. Our exposures to market risk have not changed materially since September 29, 2013.

Item 4. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers (principal executive officers) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s Co-Chief Executive Officers 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 Co-Chief Executive Officers 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.

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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.

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Part II. Other Information

Item 1. Legal Proceedings.

From time to time we are a party to legal proceedings including matters involving personnel and employment issues, personal injury, intellectual property, product liability, acquisitions and other proceedings arising in the ordinary course of business which have not resulted in any material losses to date. Although management does not expect that the outcome in these proceedings will have a material adverse effect on our financial condition or results of operations, litigation is inherently unpredictable. Therefore, we could incur judgments or enter into settlements of claims that could materially impact our results.

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. 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.

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 29, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information about the Company’s share repurchase activity during the sixteen weeks ended January 19, 2014.

Period (1)	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (2)	Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
September 30, 2013 - October 27, 2013	—	$	—	—	346,694,066
October 28, 2013 - November 24, 2013	629,202	$	58.80	629,202	763,000,066
November 25, 2013 - December 22, 2013	—	$	—	—	763,000,066
December 23, 2013 - January 19, 2014	476,778	$	52.44	476,778	738,000,104
Total	1,105,980	$	56.06	1,105,980

⁽¹⁾  Periodic information is presented by reference to our fiscal periods during the first quarter of fiscal year 2014.

⁽²⁾ On November 2, 2011, the Company’s Board of Directors authorized a share repurchase program in the amount of $200 million, of which approximately $47 million in remaining authorization expired on November 1, 2013. On November 15, 2012, the Company’s Board of Directors authorized a share repurchase program whereby the Company may repurchase an amount of outstanding shares of common stock of the Company up to an aggregate amount of $300 million through December 31, 2014. On November 1, 2013, the Company’s Board of Directors authorized a share repurchase program whereby the Company may repurchase an amount of outstanding shares of common stock of the Company up to an aggregate amount of $500 million through December 31, 2015. This repurchase program is in addition to, and does not supersede or modify, the Company’s previously authorized program. Under the repurchase programs, purchases can be made from time to time using a variety of methods, which may include open market purchases or purchases through a Rule 10b5-1 trading plan, all in accordance with Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic conditions and market conditions, and other considerations. The repurchase programs do not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.

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Item 6. Exhibits.

Exhibit  31.1 (1)	Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a -14(a)
Exhibit  31.2 (1)	Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a - 14(a)
Exhibit  31.3 (1)	Certification of Chief Financial Officer Pursuant to 17 CFR 240.13a - 14(a)
Exhibit  32.1 (2)	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  32.2 (2)	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  32.3 (2)	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  101 (1)	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 19, 2014, 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

⁽¹⁾  Filed herewith.

⁽²⁾  Furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		WHOLE FOODS MARKET, INC.
Date:	February 21, 2014	By:	/s/ Glenda Flanagan
		Glenda Flanagan
		Executive Vice President and Chief Financial Officer
		(Duly authorized officer and principal financial officer)

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, John Mackey, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Whole Foods Market, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 21, 2014
/s/ John Mackey
John Mackey
Co-Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Walter Robb, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Whole Foods Market, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 21, 2014
/s/ Walter Robb
Walter Robb
Co-Chief Executive Officer

EX-31.3

Exhibit 31.3

CERTIFICATIONS

I, Glenda Flanagan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Whole Foods Market, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 21, 2014
/s/ Glenda Flanagan
Glenda Flanagan
Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending January 19, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Mackey, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ John Mackey

John Mackey

Co-Chief Executive Officer

February 21, 2014

EX-32.2

Exhibit 32.2

Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending January 19, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter Robb, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Walter Robb

Walter Robb

Co-Chief Executive Officer

February 21, 2014

EX-32.3

Exhibit 32.3

Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes - Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending January 19, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Glenda Flanagan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Glenda Flanagan

Glenda Flanagan

Chief Financial Officer

February 21, 2014

XML

Shareholders' Equity (Details 2) (USD $) In Millions, except Per Share data, unless otherwise specified	4 Months Ended		12 Months Ended
	Jan. 19, 2014	Jan. 20, 2013	Sep. 29, 2013
Treasury Stock [Abstract]
Stock Repurchase Program, Authorized Amount	$ 800
Stock Repurchase Program, Amount Utilized For Repurchases	62
Stock Repurchase Program, Remaining Authorized Repurchase Amount	738
Treasury Stock, Shares, Acquired	1.1	0.5
Treasury Stock Acquired, Average Cost Per Share	$ 56.06	$ 46.04
Treasury Stock, Value, Acquired, Cost Method	62	26	125
Nov. 15, 2012 Share Repurchase Program [Member]
Treasury Stock [Abstract]
Stock Repurchase Program, Authorized Amount	300
Stock Repurchase Program, Amount Utilized For Repurchases	62
Stock Repurchase Program, Remaining Authorized Repurchase Amount	238
Nov. 1, 2013 Share Repurchase Program [Member]
Treasury Stock [Abstract]
Stock Repurchase Program, Authorized Amount	500
Stock Repurchase Program, Amount Utilized For Repurchases	0
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 500

XML

Investments (Details) (USD $) In Millions, unless otherwise specified	Jan. 19, 2014	Sep. 29, 2013
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Current	$ 771	$ 733
Available-for-sale Securities, Noncurrent	302	302
Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Current	110
Municipal Notes [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Current	644	713
Variable Rate Demand Obligation [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Current	17	20
Corporate Bond Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Noncurrent	5	5
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Noncurrent	$ 297	$ 297

XML

Reserves for Closed Properties (Tables)

4 Months Ended

Jan. 19, 2014

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

The following table provides a summary of store closure reserve activity during the sixteen weeks ended January 19, 2014 and fiscal year ended September 29, 2013 (in millions):

	January 19, 2014			September 29, 2013
Beginning balance	$	36		$	41
Additions	1			5
Usage	(3		)	(11		)
Adjustments	3			1
Ending balance	$	37		$	36

XML

Share-Based Payments (Details) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jan. 19, 2014	Jan. 20, 2013	Sep. 29, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Payment Expense	$ 18	$ 17
Share-based Payment, Tax Benefit	(7)	(6)
Allocated Share-based Payment Expense, Net of Tax	11	11
Common Shares Available for Future Stock Option Grant (in shares)	42.5		42.3
Unrecognized Share-based Payment Expense, Net of Estimated Forfeitures	107		130
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares	12.3		12.4
Weighted Average Period for Recognition of Unrecognized Share-based Payment Expense (in years)	3 years
Cost of goods sold and occupancy costs [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Payment Expense	1	1
Direct store expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Payment Expense	10	9
General and administrative expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Payment Expense	$ 7	$ 7

XML

Reserves for Closed Properties (Details) (USD $) In Millions, unless otherwise specified	4 Months Ended	12 Months Ended
	Jan. 19, 2014	Sep. 29, 2013
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 36	$ 41
Additions	1	5
Usage	(3)	(11)
Adjustments	3	1
Ending Balance	$ 37	$ 36

XML

Basis of Presentation

4 Months Ended

Jan. 19, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Basis of Presentation

The accompanying unaudited consolidated financial statements of Whole Foods Market, Inc. and its consolidated subsidiaries (collectively “Whole Foods Market,” “Company,” or “we”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. The first fiscal quarter is 16 weeks, the second and third quarters each are 12 weeks, and the fourth quarter is 12 or 13 weeks. Fiscal years 2014 and 2013 are 52-week years. The Company has one operating segment and a single reportable segment, natural and organic foods supermarkets.

The following is a summary of percentage sales by geographic area for the periods indicated:

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Sales:
United States	96.7	%	96.6	%
Canada and United Kingdom	3.3		3.4
Total sales	100.0	%	100.0	%

The following is a summary of the percentage of net long-lived assets by geographic area as of the dates indicated:

	January 19, 2014		September 29, 2013
Long-lived assets, net:
United States	95.8	%	95.7	%
Canada and United Kingdom	4.2		4.3
Total long-lived assets, net	100.0	%	100.0	%

XML

Related Party Transactions (Details)	4 Months Ended
	Jan. 19, 2014 Foundation
Related Party Transactions [Abstract]
Number of Nonprofit Organizations	3

XML

Basis of Presentation (Details)	4 Months Ended	12 Months Ended
	Jan. 19, 2014 Segment	Sep. 29, 2013
Organization Consolidation and Presentation [Line Items]
Number of Operating Segments	1
Number of Reportable Segments	1
Duration of Fiscal Year	364 days	364 days
Duration of First Quarter	112 days
Duration of Second Quarter	84 days
Duration of Third Quarter	84 days
Minimum [Member]
Organization Consolidation and Presentation [Line Items]
Duration of Fiscal Year	364 days
Duration of Fourth Quarter	84 days
Maximum [Member]
Organization Consolidation and Presentation [Line Items]
Duration of Fiscal Year	371 days
Duration of Fourth Quarter	91 days

XML

Share-Based Payments (Tables)

4 Months Ended

Jan. 19, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in millions):

	Sixteen weeks ended
	January 19, 2014			January 20, 2013
Cost of goods sold and occupancy costs	$	1		$	1
Direct store expenses	10			9
General and administrative expenses	7			7
Share-based payment expense before income taxes	18			17
Income tax benefit	(7		)	(6		)
Net share-based payment expense	$	11		$	11

XML

Basis of Presentation (Details 2)	4 Months Ended
	Jan. 19, 2014	Jan. 20, 2013
Percentage sales by geographic area
Percentage of Total Sales	100.00%	100.00%
United States [Member]
Percentage sales by geographic area
Percentage of Total Sales	96.70%	96.60%
Canada and United Kingdom [Member]
Percentage sales by geographic area
Percentage of Total Sales	3.30%	3.40%

XML

Basis of Presentation (Details 3)	Jan. 19, 2014	Sep. 29, 2013
Percentage net long-lived assets by geographic area
Percentage of Total Net Long-Lived Assets	100.00%	100.00%
United States [Member]
Percentage net long-lived assets by geographic area
Percentage of Total Net Long-Lived Assets	95.80%	95.70%
Canada and United Kingdom [Member]
Percentage net long-lived assets by geographic area
Percentage of Total Net Long-Lived Assets	4.20%	4.30%

XML

Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jan. 19, 2014	Jan. 20, 2013
Cash flows from operating activities
Net income	$ 158	$ 146
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	111	102
Share-based payment expense	18	17
Deferred income tax (benefit) expense	(4)	6
Excess tax benefit related to exercise of team member stock options	(5)	(4)
Accretion of premium/discount on marketable securities	9	9
Deferred lease liabilities	11	16
Other	6	6
Net change in current assets and liabilities:
Accounts receivable	(15)	17
Merchandise inventories	(40)	(27)
Prepaid expenses and other current assets	(16)	(24)
Accounts payable	31	(4)
Accrued payroll, bonus and other benefits due team members	17	29
Other current liabilities	55	14
Net change in other long-term liabilities	1
Net cash provided by operating activities	337	303
Cash flows from investing activities
Development costs of new locations	(122)	(96)
Other property and equipment expenditures	(97)	(59)
Purchases of available-for-sale securities	(339)	(366)
Sales and maturities of available-for-sale securities	289	727
Increase in restricted cash		(9)
Payment for purchase of acquired entities		(22)
Other investing activities	(4)	(5)
Net cash (used in) provided by investing activities	(273)	170
Cash flows from financing activities
Common stock dividends paid	(37)	(397)
Issuance of common stock	16	9
Purchase of treasury stock	(62)	(26)
Excess tax benefit related to exercise of team member stock options	5	4
Net cash used in financing activities	(78)	(410)
Effect of exchange rate changes on cash and cash equivalents	(5)
Net change in cash and cash equivalents	(19)	63
Cash and cash equivalents at beginning of period	290	89
Cash and cash equivalents at end of period	271	152
Supplemental disclosure of cash flow information:
Federal and state income taxes paid	$ 89	$ 88

XML

Fair Value Measurements (Details) (Fair value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Jan. 19, 2014	Sep. 29, 2013
Level 1 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Total	$ 20	$ 73
Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Total	1,166	1,156
Total [Member]
Assets, Fair Value Disclosure [Abstract]
Total	1,186	1,229
Money Market Funds [Member] | Level 1 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents	20	73
Money Market Funds [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents	20	73
Commercial Paper [Member] | Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents	93	104
Marketable Securities - Available-for-sale	110
Commercial Paper [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents	93	104
Marketable Securities - Available-for-sale	110
Municipal Notes Bonds [Member] | Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents		17
Marketable Securities - Available-for-sale	941	1,010
Municipal Notes Bonds [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents		17
Marketable Securities - Available-for-sale	941	1,010
Corporate Debt Securities [Member] | Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable Securities - Available-for-sale	5	5
Corporate Debt Securities [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable Securities - Available-for-sale	5	5
Variable Rate Demand Obligation [Member] | Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable Securities - Available-for-sale	17	20
Variable Rate Demand Obligation [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable Securities - Available-for-sale	$ 17	$ 20

XML

Earnings per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	4 Months Ended		12 Months Ended
	Jan. 19, 2014	Jan. 20, 2013	Sep. 29, 2013
Earnings Per Share Reconciliation [Abstract]
Net Income	$ 158	$ 146	$ 551
Weighted Average Number of Shares Outstanding, Basic	372.3	370.8
Weighted Average Number of Shares Outstanding, Diluted	375.8	374.3
Basic earnings per share (in dollars per share)	$ 0.42	$ 0.39
Diluted earnings per share (in dollars per share)	$ 0.42	$ 0.39
Stock Options [Member]
Potential common shares outstanding [Abstract]
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements	3.5	3.5

XML

Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Jan. 19, 2014	Sep. 29, 2013
Current assets:
Cash and cash equivalents	$ 271	$ 290
Short-term investments - available-for-sale securities	771	733
Restricted cash	111	111
Accounts receivable	209	188
Merchandise inventories	454	414
Prepaid expenses and other current assets	109	93
Deferred income taxes	150	151
Total current assets	2,075	1,980
Property and equipment, net of accumulated depreciation and amortization	2,510	2,428
Long-term investments - available-for-sale securities	302	302
Goodwill	679	679
Intangible assets, net of accumulated amortization	66	65
Deferred income taxes	77	72
Other assets	11	12
Total assets	5,720	5,538
Current liabilities:
Current installments of capital lease obligations	1	1
Accounts payable	277	247
Accrued payroll, bonus and other benefits due team members	384	367
Dividends payable	45	37
Other current liabilities	459	436
Total current liabilities	1,166	1,088
Long-term capital lease obligations, less current installments	31	26
Deferred lease liabilities	514	500
Other long-term liabilities	46	46
Total liabilities	1,757	1,660
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value, 600.0 shares authorized; 376.3 and 375.7 shares issued; 371.9 and 372.4 shares outstanding at 2014 and 2013, respectively	2,804	2,765
Common stock in treasury, at cost, 4.4 and 3.3 shares at 2014 and 2013, respectively	(215)	(153)
Accumulated other comprehensive income (loss)	(4)	1
Retained earnings	1,378	1,265
Total shareholders' equity	3,963	3,878
Total liabilities and shareholders' equity	$ 5,720	$ 5,538

XML

Consolidated Statements of Shareholders' Equity (USD $) In Millions, unless otherwise specified	Total	Common stock	Common stock in treasury	Accumulated other comprehensive income (loss)	Retained earnings
Balances at Sep. 30, 2012	$ 3,802	$ 2,592	$ (28)	$ 5	$ 1,233
Balances (in shares) at Sep. 30, 2012		370.9
Increase (Decrease) in Shareholders' Equity
Net income	551				551
Other comprehensive loss, net of tax	(4)			(4)
Dividends ($0.12 and $1.40 per common share for the sixteen weeks ended January 19, 2014 and fiscal year ended September 29, 2013, respectively)	(519)				(519)
Issuance of common stock pursuant to team member stock plans	81	81
Issuance of common stock pursuant to team member stock plans (in shares)		4.1
Purchase of treasury stock	(125)		(125)
Purchase of treasury stock (in shares)		(2.6)
Tax benefit related to exercise of team member stock options	36	36
Share-based payment expense	56	56
Balances at Sep. 29, 2013	3,878	2,765	(153)	1	1,265
Balances (in shares) at Sep. 29, 2013	372.4	372.4
Increase (Decrease) in Shareholders' Equity
Net income	158				158
Other comprehensive loss, net of tax	(5)			(5)
Dividends ($0.12 and $1.40 per common share for the sixteen weeks ended January 19, 2014 and fiscal year ended September 29, 2013, respectively)	(45)				(45)
Issuance of common stock pursuant to team member stock plans	16	16
Issuance of common stock pursuant to team member stock plans (in shares)		0.6
Purchase of treasury stock	(62)		(62)
Purchase of treasury stock (in shares)	(1.1)	(1.1)
Tax benefit related to exercise of team member stock options	5	5
Share-based payment expense	18	18
Balances at Jan. 19, 2014	$ 3,963	$ 2,804	$ (215)	$ (4)	$ 1,378
Balances (in shares) at Jan. 19, 2014	371.9	371.9

XML

Goodwill and Other Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jan. 19, 2014	Jan. 20, 2013 Store	Sep. 29, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Acquired During Period		$ 16
Number of Stores Acquired		6
Finite-lived Intangible Assets Acquired	3	6
Amortization of Intangible Assets	1	1
Finite and Indefinite-Lived Intangible Assets [Line Items]
Definite and Indefinite-Lived Intangible Assets, Gross	109		106
Definite-Lived Intangible Assets, Accumulated Amortization	(43)		(41)
Contract-Based Intangible Assets [Member]
Finite and Indefinite-Lived Intangible Assets [Line Items]
Definite-Lived Intangible Assets, Gross	105		102
Indefinite-Lived Intangible Assets	3		3
Definite-Lived Intangible Assets, Accumulated Amortization	(42)		(40)
Marketing-Related and Other Intangible Assets [Member]
Finite and Indefinite-Lived Intangible Assets [Line Items]
Definite-Lived Intangible Assets, Gross	1		1
Definite-Lived Intangible Assets, Accumulated Amortization	$ (1)		$ (1)

XML

Fair Value Measurements (Tables)

4 Months Ended

Jan. 19, 2014

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

The Company held the following financial assets measured at fair value on a recurring basis based on the hierarchy levels indicated (in millions):

January 19, 2014	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	20	$	—	$	—	$	20
Commercial paper	—		93		—		93
Marketable securities - available-for-sale:
Commercial paper	—		110		—		110
Corporate bonds	—		5		—		5
Municipal bonds	—		941		—		941
Variable rate demand notes	—		17		—		17
Total	$	20	$	1,166	$	—	$	1,186

September 29, 2013	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	73	$	—	$	—	$	73
Commercial paper	—		104		—		104
Municipal bonds	—		17		—		17
Marketable securities - available-for-sale:
Corporate bonds	—		5		—		5
Municipal bonds	—		1,010		—		1,010
Variable rate demand notes	—		20		—		20
Total	$	73	$	1,156	$	—	$	1,229

XML

Goodwill and Other Intangible Assets (Details 2) (USD $) In Millions, unless otherwise specified	Jan. 19, 2014
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year	$ 3
Finite-Lived Intangible Assets, Amortization Expense, Year Two	5
Finite-Lived Intangible Assets, Amortization Expense, Year Three	5
Finite-Lived Intangible Assets, Amortization Expense, Year Four	4
Finite-Lived Intangible Assets, Amortization Expense, Year Five	4
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	42
Finite-Lived Intangible Assets, Net	$ 63

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Goodwill and Other Intangible Assets (Tables)

4 Months Ended

Jan. 19, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived And Indefinite-Lived Intangible Assets by Major Class [Table Text Block]

The components of intangible assets as of the dates indicated were as follows (in millions):

	January 19, 2014					September 29, 2013
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	105	$	(42	)	$	102	$	(40	)
Definite-lived marketing-related and other	1		(1		)	1		(1		)
Indefinite-lived contract-based	3					3
Total	$	109	$	(43	)	$	106	$	(41	)

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Future amortization associated with the net carrying amount of definite-lived intangible assets is estimated to be as follows (in millions):

Remainder of fiscal year 2014	$	3
Fiscal year 2015	5
Fiscal year 2016	5
Fiscal year 2017	4
Fiscal year 2018	4
Future fiscal years	42
Total	$	63

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Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $)	4 Months Ended		12 Months Ended
	Jan. 19, 2014	Jan. 20, 2013	Sep. 29, 2013
Statement of Stockholders' Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.12	$ 1.10	$ 1.40

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, unless otherwise specified	Jan. 19, 2014	Sep. 29, 2013
Statement of Financial Position [Abstract]
Common Stock, Shares Authorized	600.0	600.0
Common Stock, Shares, Issued	376.3	375.7
Common Stock, Shares, Outstanding	371.9	372.4
Common Stock, No Par Value
Treasury Stock, Shares	4.4	3.3

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Share-Based Payments

4 Months Ended

Jan. 19, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Share-Based Payments

Share-based payment expense before income taxes recognized during the sixteen weeks ended January 19, 2014 and January 20, 2013 totaled approximately $18 million and $17 million, respectively. Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in millions):

	Sixteen weeks ended
	January 19, 2014			January 20, 2013
Cost of goods sold and occupancy costs	$	1		$	1
Direct store expenses	10			9
General and administrative expenses	7			7
Share-based payment expense before income taxes	18			17
Income tax benefit	(7		)	(6		)
Net share-based payment expense	$	11		$	11

At January 19, 2014 and September 29, 2013, approximately 42.5 million shares and 42.3 millionshares of the Company’s common stock, respectively, were available for future stock incentive grants. At January 19, 2014 and September 29, 2013, there was approximately $107 million and $130 million of unrecognized share-based payment expense, respectively, related to unvested stock options, net of estimated forfeitures, related to approximately 12.3 million shares and 12.4 million shares, respectively. We anticipate this expense to be recognized over a weighted average period of approximately three years.

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Document and Entity	4 Months Ended
	Jan. 19, 2014	Feb. 14, 2014
Entity Information [Line Items]
Entity Registrant Name	WHOLE FOODS MARKET INC
Entity Central Index Key	0000865436
Current Fiscal Year End Date	--09-28
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jan. 19, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		371,969,999

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Commitments and Contingencies

4 Months Ended

Jan. 19, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

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. Our primary contingencies are associated with insurance and self-insurance obligations and litigation matters. 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. 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.

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Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	4 Months Ended
	Jan. 19, 2014	Jan. 20, 2013
Income Statement [Abstract]
Sales	$ 4,239	$ 3,856
Cost of goods sold and occupancy costs	2,754	2,508
Gross profit	1,485	1,348
Direct store expenses	1,077	979
General and administrative expenses	132	116
Pre-opening expenses	16	14
Relocation, store closure and lease termination costs	5	4
Operating income	255	235
Investment and other income, net of interest expense	4	3
Income before income taxes	259	238
Provision for income taxes	101	92
Net income	$ 158	$ 146
Basic earnings per share (in dollars per share)	$ 0.42	$ 0.39
Weighted average shares outstanding (in shares)	372.3	370.8
Diluted earnings per share (in dollars per share)	$ 0.42	$ 0.39
Weighted average shares outstanding, diluted basis (in shares)	375.8	374.3
Dividends declared per common share (in dollars per share)	$ 0.12	$ 1.10

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Investments

4 Months Ended

Jan. 19, 2014

Investments [Abstract]

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

Investments

The Company holds investments in marketable securities that are classified as either short- or long-term available-for-sale securities. 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 Company held the following investments at fair value as of the dates indicated (in millions):

	January 19, 2014		September 29, 2013
Short-term marketable securities - available-for-sale:
Commercial paper	$	110	$	—
Municipal bonds	644		713
Variable rate demand notes	17		20
Total short-term marketable securities	$	771	$	733
Long-term marketable securities - available-for-sale:
Corporate bonds	$	5	$	5
Municipal bonds	297		297
Total long-term marketable securities	$	302	$	302

Gross unrealized holding gains and losses were not material at January 19, 2014 or September 29, 2013. Available-for-sale securities totaling approximately $150 million and $252 million were in unrealized loss positions at January 19, 2014 and September 29, 2013, respectively. There were no investments in a continuous unrealized loss position for greater than 12 months at January 19, 2014. The aggregate value of available-for-sale securities in a continuous unrealized loss position for greater than 12 months at September 29, 2013 totaled approximately $22 million. The Company did not recognize any other-than-temporary impairments for the sixteen weeks ended January 19, 2014 or fiscal year ended September 29, 2013.

At January 19, 2014, the average effective maturity of the Company’s short- and long-term investments was approximately 6 months and 17 months, respectively, compared to approximately 5 months and 16 months, respectively, at September 29, 2013.

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Fair Value Measurements

4 Months Ended

Jan. 19, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Fair Value Measurements

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 variable rate demand notes 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.

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.

The Company held the following financial assets measured at fair value on a recurring basis based on the hierarchy levels indicated (in millions):

January 19, 2014	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	20	$	—	$	—	$	20
Commercial paper	—		93		—		93
Marketable securities - available-for-sale:
Commercial paper	—		110		—		110
Corporate bonds	—		5		—		5
Municipal bonds	—		941		—		941
Variable rate demand notes	—		17		—		17
Total	$	20	$	1,166	$	—	$	1,186

September 29, 2013	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	73	$	—	$	—	$	73
Commercial paper	—		104		—		104
Municipal bonds	—		17		—		17
Marketable securities - available-for-sale:
Corporate bonds	—		5		—		5
Municipal bonds	—		1,010		—		1,010
Variable rate demand notes	—		20		—		20
Total	$	73	$	1,156	$	—	$	1,229

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Investments (Tables)

4 Months Ended

Jan. 19, 2014

Investments [Abstract]

Marketable Securities [Table Text Block]

The Company held the following investments at fair value as of the dates indicated (in millions):

	January 19, 2014		September 29, 2013
Short-term marketable securities - available-for-sale:
Commercial paper	$	110	$	—
Municipal bonds	644		713
Variable rate demand notes	17		20
Total short-term marketable securities	$	771	$	733
Long-term marketable securities - available-for-sale:
Corporate bonds	$	5	$	5
Municipal bonds	297		297
Total long-term marketable securities	$	302	$	302

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Related Party Transactions

4 Months Ended

Jan. 19, 2014

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Related Party Transactions

The Company provides ongoing support to three independent nonprofit organizations: Whole Planet Foundation, Whole Kids Foundation, and Whole Cities Foundation (the “Foundations”). Whole Planet Foundation’s mission is to empower the poor through microcredit, with a focus on developing-world communities that supply the Company’s stores with product. Whole Kids Foundation is dedicated to improving children’s nutrition through partnerships with schools, educators, and other organizations. Whole Cities Foundation is dedicated to supporting efforts to increase access to nutritious, fresh food and health education in underserved communities. The board of directors of each of the Foundations is principally comprised of members of the Company’s management. Additionally, the Company provides administrative support and covers all operating costs of the Foundations.

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Shareholders' Equity

4 Months Ended

Jan. 19, 2014

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Shareholders’ Equity

Dividends per Common Share

The following table provides a summary of dividends declared per common share during fiscal years 2014 and 2013 (in millions, except per share amounts):

Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2014:
November 1, 2013 (1)	$	0.12	January 17, 2014	January 28, 2014	$	45
Fiscal year 2013:
November 29, 2012	$	1.00	December 10, 2012	December 21, 2012	$	371
November 7, 2012	0.10		January 18, 2013	January 29, 2013	37
March 15, 2013	0.10		April 12, 2013	April 23, 2013	37
June 12, 2013	0.10		July 5, 2013	July 16, 2013	37
September 10, 2013	0.10		September 27, 2013	October 8, 2013	37

⁽¹⁾ Dividend accrued at January 19, 2014

Treasury Stock

The following table outlines the share repurchase programs authorized by the Company’s Board of Directors, and the related repurchase activity as of January 19, 2014 (in millions):

Authorization date	Expiration date	Amount authorized		Cost of repurchases		Authorization available
November 15, 2012	December 31, 2014	$	300	$	62	$	238
November 1, 2013	December 31, 2015	500		—		500
		$	800	$	62	$	738

Share repurchase activity for the periods indicated was as follows (in millions, except per share amounts):

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Number of common shares acquired	1.1		0.5
Average price per common share acquired	$	56.06	$	46.04
Total cost of common shares acquired	$	62	$	26

Under the repurchase programs, purchases can be made from time to time using a variety of methods, which may include open market purchases or purchases through a Rule 10b5-1 trading plan, all in accordance with Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic conditions and market conditions, and other considerations. The repurchase programs do not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.

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Goodwill and Other Intangible Assets

4 Months Ended

Jan. 19, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Other Intangible Assets

No adjustments to goodwill were recorded during the sixteen weeks ended January 19, 2014. The Company recorded goodwill totaling approximately $16 million primarily related to the acquisition of six retail locations during the sixteen weeks ended January 20, 2013. The Company acquired definite-lived intangible assets totaling approximately $3 million, primarily acquired leasehold rights, and approximately $6 million, primarily favorable lease assets related to the acquisition of six retail locations, during the sixteen weeks ended January 19, 2014 and January 20, 2013, respectively. The components of intangible assets as of the dates indicated were as follows (in millions):

	January 19, 2014					September 29, 2013
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	105	$	(42	)	$	102	$	(40	)
Definite-lived marketing-related and other	1		(1		)	1		(1		)
Indefinite-lived contract-based	3					3
Total	$	109	$	(43	)	$	106	$	(41	)

Amortization associated with intangible assets totaled approximately $1 million for both the sixteen weeks ended January 19, 2014 and the same period of the prior fiscal year. Future amortization associated with the net carrying amount of definite-lived intangible assets is estimated to be as follows (in millions):

Remainder of fiscal year 2014	$	3
Fiscal year 2015	5
Fiscal year 2016	5
Fiscal year 2017	4
Fiscal year 2018	4
Future fiscal years	42
Total	$	63

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Reserves for Closed Properties

4 Months Ended

Jan. 19, 2014

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

Reserves for Closed Properties

The following table provides a summary of store closure reserve activity during the sixteen weeks ended January 19, 2014 and fiscal year ended September 29, 2013 (in millions):

	January 19, 2014			September 29, 2013
Beginning balance	$	36		$	41
Additions	1			5
Usage	(3		)	(11		)
Adjustments	3			1
Ending balance	$	37		$	36

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Earnings per Share

4 Months Ended

Jan. 19, 2014

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Earnings per Share

The computation of basic earnings per share is based on the number of weighted average common shares outstanding during the period. The computation of diluted earnings per share includes the dilutive effect of common stock equivalents consisting of incremental common shares deemed outstanding from the assumed exercise of stock options and the dilutive effect of restricted stock awards.

A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows (in millions, except per share amounts):

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Net income (numerator for basic and diluted earnings per share)	$	158	$	146
Weighted average common shares outstanding (denominator for basic earnings per share)	372.3		370.8
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	3.5		3.5
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	375.8		374.3
Basic earnings per share	$	0.42	$	0.39
Diluted earnings per share	$	0.42	$	0.39

The computation of diluted earnings per share for the sixteen weeks ended January 19, 2014 and January 20, 2013 does not include options to purchase approximately 3.9 million shares and 7.1 million shares of common stock, respectively, due to their antidilutive effect. The dilutive effect of restricted stock awards was not material for the sixteen weeks ended January 19, 2014 or the same period of the prior fiscal year.

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Investments (Details 2) (USD $) In Millions, unless otherwise specified	4 Months Ended	12 Months Ended
	Jan. 19, 2014	Sep. 29, 2013
Investments [Abstract]
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	$ 150	$ 252
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	$ 0	$ 22
Short-term Investment Average Effective Maturity Period (in months)	6 months	5 months
Long-term Investment Average Effective Maturity Period (in months)	17 months	16 months

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Basis of Presentation (Tables)

4 Months Ended

Jan. 19, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Entity Wide Information Geographic Area Revenue [Table Text Block]

The following is a summary of percentage sales by geographic area for the periods indicated:

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Sales:
United States	96.7	%	96.6	%
Canada and United Kingdom	3.3		3.4
Total sales	100.0	%	100.0	%

Schedule of Entity Wide Information Geographic Area Long-Lived Assets [Table Text Block]

The following is a summary of the percentage of net long-lived assets by geographic area as of the dates indicated:

	January 19, 2014		September 29, 2013
Long-lived assets, net:
United States	95.8	%	95.7	%
Canada and United Kingdom	4.2		4.3
Total long-lived assets, net	100.0	%	100.0	%

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Shareholders' Equity (Tables)

4 Months Ended

Jan. 19, 2014

Equity [Abstract]

Dividends Declared [Table Text Block]

The following table provides a summary of dividends declared per common share during fiscal years 2014 and 2013 (in millions, except per share amounts):

Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2014:
November 1, 2013 (1)	$	0.12	January 17, 2014	January 28, 2014	$	45
Fiscal year 2013:
November 29, 2012	$	1.00	December 10, 2012	December 21, 2012	$	371
November 7, 2012	0.10		January 18, 2013	January 29, 2013	37
March 15, 2013	0.10		April 12, 2013	April 23, 2013	37
June 12, 2013	0.10		July 5, 2013	July 16, 2013	37
September 10, 2013	0.10		September 27, 2013	October 8, 2013	37

⁽¹⁾ Dividend accrued at January 19, 2014

Schedule of Share Repurchase Programs [Table Text Block]

The following table outlines the share repurchase programs authorized by the Company’s Board of Directors, and the related repurchase activity as of January 19, 2014 (in millions):

Authorization date	Expiration date	Amount authorized		Cost of repurchases		Authorization available
November 15, 2012	December 31, 2014	$	300	$	62	$	238
November 1, 2013	December 31, 2015	500		—		500
		$	800	$	62	$	738

Schedule of Shares Repurchased [Table Text Block]

Share repurchase activity for the periods indicated was as follows (in millions, except per share amounts):

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Number of common shares acquired	1.1		0.5
Average price per common share acquired	$	56.06	$	46.04
Total cost of common shares acquired	$	62	$	26

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Earnings per Share (Details 2) (Stock Options [Member]) In Millions, unless otherwise specified	4 Months Ended
	Jan. 19, 2014	Jan. 20, 2013
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3.9	7.1

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jan. 19, 2014	Jan. 20, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 158	$ 146
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(5)	(2)
Other comprehensive loss, net of tax	(5)	(2)
Comprehensive income	$ 153	$ 144

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Recent Accounting Pronouncements

4 Months Ended

Jan. 19, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Description of New Accounting Pronouncements Not yet Adopted [Text Block]

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends Accounting Standards Codification (“ASC”) 740, “Income Taxes.” The amendments provide guidance on the financial statement presentation of an unrecognized tax benefit, as either a reduction of a deferred tax asset or as a liability, when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and may be applied on either a prospective or retrospective basis. The provisions are effective for the Company’s first quarter of fiscal year ending September 27, 2015. We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force),” which amends ASC 405, “Liabilities.” The amendments provide guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings, for which the total amount of the obligation is fixed at the reporting date. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied retrospectively. The provisions are effective for the Company’s first quarter of fiscal year ending September 27, 2015. We do not expect the adoption of these provisions to have a significant impact on the Company’s consolidated financial statements.

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Earnings per Share (Tables)

4 Months Ended

Jan. 19, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows (in millions, except per share amounts):

	Sixteen weeks ended
	January 19, 2014		January 20, 2013
Net income (numerator for basic and diluted earnings per share)	$	158	$	146
Weighted average common shares outstanding (denominator for basic earnings per share)	372.3		370.8
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	3.5		3.5
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	375.8		374.3
Basic earnings per share	$	0.42	$	0.39
Diluted earnings per share	$	0.42	$	0.39

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Shareholders' Equity (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	4 Months Ended		12 Months Ended	3 Months Ended			4 Months Ended
	Jan. 19, 2014	Jan. 20, 2013	Sep. 29, 2013	Sep. 29, 2013 Dividend Declared [Member]	Jul. 07, 2013 Dividend Declared [Member]	Apr. 14, 2013 Dividend Declared [Member]	Jan. 19, 2014 Dividend Declared [Member]	Jan. 20, 2013 Dividend Declared [Member]	Jan. 20, 2013 Special Dividend [Member]
Dividends Per Common Share [Abstract]
Dividends Payable, Date Declared				Sep. 10, 2013	Jun. 12, 2013	Mar. 15, 2013	Nov. 01, 2013	Nov. 07, 2012	Nov. 29, 2012
Dividends declared per common share (in dollars per share)	$ 0.12	$ 1.10	$ 1.40	$ 0.10	$ 0.10	$ 0.10	$ 0.12	$ 0.10	$ 1.00
Dividends Payable, Date of Record				Sep. 27, 2013	Jul. 05, 2013	Apr. 12, 2013	Jan. 17, 2014	Jan. 18, 2013	Dec. 10, 2012
Dividends Payable, Date to be Paid				Oct. 08, 2013	Jul. 16, 2013	Apr. 23, 2013	Jan. 28, 2014	Jan. 29, 2013	Dec. 21, 2012
Dividends, Common Stock, Cash	$ 45		$ 519	$ 37	$ 37	$ 37	$ 45	$ 37	$ 371

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Summary of Significant Accounting Policies (Policies)

4 Months Ended

Jan. 19, 2014

Accounting Policies [Abstract]

Fiscal Period, Policy [Policy Text Block]

The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. The first fiscal quarter is 16 weeks, the second and third quarters each are 12 weeks, and the fourth quarter is 12 or 13 weeks. Fiscal years 2014 and 2013 are 52-week years.

Earnings Per Share, Policy [Policy Text Block]

The computation of basic earnings per share is based on the number of weighted average common shares outstanding during the period. The computation of diluted earnings per share includes the dilutive effect of common stock equivalents consisting of incremental common shares deemed outstanding from the assumed exercise of stock options and the dilutive effect of restricted stock awards.

Fair Value of Financial Instruments, Policy [Policy Text Block]

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 variable rate demand notes 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.

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.