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 15, 2012; 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 St.

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 17, 2012 was 182,367,819 shares.

Whole Foods Market, Inc.

Form 10-Q

Table of Contents

	Page
	Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited), January 15, 2012 and September 25, 2011	3
Consolidated Statements of Operations (unaudited), for the sixteen weeks ended January 15, 2012 and January 16, 2011	4
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (unaudited), for the sixteen weeks ended January 15, 2012 and fiscal year ended September 25, 2011	5
Consolidated Statements of Cash Flows (unaudited), for the sixteen weeks ended January 15, 2012 and January 16, 2011	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 4. Controls and Procedures	18
Part II. Other Information
Item 1. Legal Proceedings	19
Item 6. Exhibits	19
Signature	20

2

Part I. Financial Information

Item 1. Financial Statements

Whole Foods Market, Inc.

Consolidated Balance Sheets (unaudited)

January 15, 2012 and September 25, 2011

(In thousands)

Assets	2012			2011
Current assets:
Cash and cash equivalents	$	529,954		$	212,004
Short-term investments — available-for-sale securities	319,282			442,320
Restricted cash	92,343			91,956
Accounts receivable	176,810			175,310
Merchandise inventories	376,742			336,799
Prepaid expenses and other current assets	56,543			73,579
Deferred income taxes	125,413			121,176
Total current assets	1,677,087			1,453,144
Property and equipment, net of accumulated depreciation and amortization	2,002,382			1,997,212
Long-term investments — available-for-sale securities	66,383			52,815
Goodwill	662,938			662,938
Intangible assets, net of accumulated amortization	66,079			67,234
Deferred income taxes	44,735			50,148
Other assets	8,637			8,584
Total assets	$	4,528,241		$	4,292,075
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of capital lease obligations	$	336		$	466
Accounts payable	224,939			236,913
Accrued payroll, bonus and other benefits due team members	297,172			281,587
Dividends payable	25,238			17,827
Other current liabilities	349,287			342,568
Total current liabilities	896,972			879,361
Long-term capital lease obligations, less current installments	18,996			17,439
Deferred lease liabilities	379,124			353,776
Other long-term liabilities	50,402			50,194
Total liabilities	1,345,494			1,300,770
Shareholders’ equity:
Common stock, no par value, 300,000 shares authorized; 180,394 and 178,886 shares issued; 180,337 and 178,886 shares outstanding at 2012 and 2011, respectively	2,222,589			2,120,972
Common stock in treasury, at cost	(3,599		)	—
Accumulated other comprehensive income (loss)	171			(164		)
Retained earnings	963,586			870,497
Total shareholders’ equity	3,182,747			2,991,305
Commitments and contingencies
Total liabilities and shareholders’ equity	$	4,528,241		$	4,292,075

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

3

Whole Foods Market, Inc.

Consolidated Statements of Operations (unaudited)

(In thousands, except per share amounts)

	Sixteen weeks ended
	January 15, 2012		January 16, 2011
Sales	$	3,390,940	$	3,003,655
Cost of goods sold and occupancy costs	2,212,823		1,965,170
Gross profit	1,178,117		1,038,485
Direct store expenses	870,925		790,629
General and administrative expenses	103,516		88,511
Pre-opening expenses	10,405		8,640
Relocation, store closure and lease termination costs	2,933		3,146
Operating income	190,338		147,559
Investment and other income, net of interest	2,379		319
Income before income taxes	192,717		147,878
Provision for income taxes	74,390		59,148
Net income	$	118,327	$	88,730
Basic earnings per share	$	0.66	$	0.51
Weighted average shares outstanding	179,512		172,795
Diluted earnings per share	$	0.65	$	0.51
Weighted average shares outstanding, diluted basis	181,517		174,482
Dividends declared per common share	$	0.14	$	0.10

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

4

Whole Foods Market, Inc.

Consolidated Statementsof Shareholders’ Equityand Comprehensive Income (unaudited)

Sixteen weeks endedJanuary 15, 2012 and fiscal year ended September 25, 2011

(In thousands)

	Shares outstanding		Common stock		Common stock in treasury			Accumulated other comprehensive income (loss)			Retained earnings			Total shareholders’ equity
Balances at September 26, 2010	172,033		$	1,773,897	$	—		$	791		$	598,570		$	2,373,258
Net income	—		—		—			—			342,612			342,612
Foreign currency translation adjustments	—		—		—			(1,209		)	—			(1,209		)
Reclassification adjustments for amounts included in income	—		—		—			245			—			245
Change in unrealized gains and losses, net of income taxes	—		—		—			9			—			9
Comprehensive income														341,657
Dividends ($0.40 per common share)	—		—		—			—			(70,447		)	(70,447		)
Issuance of common stock pursuant to team member stock plans	6,857		301,591		—			—			—			301,591
Excess tax benefit related to exercise of team member stock options	—		18,225		—			—			—			18,225
Share-based payment expense	—		27,259		—			—			—			27,259
Other	(4	)	—		—			—			(238		)	(238		)
Balances at September 25, 2011	178,886		2,120,972		—			(164		)	870,497			2,991,305
Net income	—		—		—			—			118,327			118,327
Foreign currency translation adjustments	—		—		—			358			—			358
Change in unrealized gains and losses, net of income taxes	—		—		—			(23		)	—			(23		)
Comprehensive income														118,662
Dividends ($0.14 per common share)	—		—		—			—			(25,238		)	(25,238		)
Issuance of common stock pursuant to team member stock plans	1,508		82,999		—			—			—			82,999
Purchase of treasury stock	(57	)	—		(3,599		)	—			—			(3,599		)
Excess tax benefit related to exercise of team member stock options	—		7,401		—			—			—			7,401
Share-based payment expense	—		11,217		—			—			—			11,217
Balances at January 15, 2012	180,337		$	2,222,589	$	(3,599	)	$	171		$	963,586		$	3,182,747

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

5

Whole Foods Market, Inc.

Consolidated Statementsof Cash Flows (unaudited)

(In thousands)

	Sixteen weeks ended
	January 15, 2012			January 16, 2011
Cash flows from operating activities
Net income	$	118,327		$	88,730
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	92,653			86,691
Loss on disposition of fixed assets	432			548
Share-based payment expense	11,217			7,359
LIFO expense	—			2,000
Deferred income tax expense	1,229			14,969
Excess tax benefit related to exercise of team member stock options	(4,763		)	(2,728		)
Deferred lease liabilities	22,897			9,470
Other	3,518			499
Net change in current assets and liabilities:
Accounts receivable	476			(6,008		)
Merchandise inventories	(39,877		)	(20,195		)
Prepaid expenses and other current assets	16,918			10,225
Accounts payable	(12,060		)	(1,902		)
Accrued payroll, bonus and other benefits due team members	15,543			12,637
Other current liabilities	34,228			42,401
Net change in other long-term liabilities	158			8,289
Net cash provided by operating activities	260,896			252,985
Cash flows from investing activities
Development costs of new locations	(54,506		)	(45,561		)
Other property and equipment expenditures	(56,837		)	(45,436		)
Purchase of available-for-sale securities	(334,193		)	(497,560		)
Sale of available-for-sale securities	439,675			409,081
Decrease (increase) in restricted cash	(387		)	10
Other investing activities	(715		)	(958		)
Net cash used in investing activities	(6,963		)	(180,424		)
Cash flows from financing activities
Common stock dividends paid	(17,827		)	—
Issuance of common stock	80,234			53,764
Purchase of treasury stock	(3,599		)	—
Excess tax benefit related to exercise of team member stock options	4,763			2,728
Payments on long-term debt and capital lease obligations	(9		)	(100,000		)
Other financing activities	—			4
Net cash provided by (used in) financing activities	63,562			(43,504		)
Effect of exchange rate changes on cash and cash equivalents	455			1,227
Net change in cash and cash equivalents	317,950			30,284
Cash and cash equivalents at beginning of period	212,004			131,996
Cash and cash equivalents at end of period	$	529,954		$	162,280
Supplemental disclosures of cash flow information:
Interest paid	$	973		$	11,342
Federal and state income taxes paid	$	40,632		$	21,083

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

6

Whole Foods Market, Inc.

Notes to Consolidated Financial Statements (unaudited)

January 15, 2012

(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, the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2011. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation. Where appropriate, we have reclassified prior years’ financial statements to conform to current year 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 year 2012 is a 53-week year and fiscal year 2011 was a 52-week year. 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 15, 2012		January 16, 2011
Sales:
United States	96.8	%	96.9	%
Canada and United Kingdom	3.2		3.1
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 15, 2012		September 25, 2011
Long-lived assets, net:
United States	95.8	%	95.9	%
Canada and United Kingdom	4.2		4.1
Total long-lived assets, net	100.0	%	100.0	%

(2) Recent Accounting Pronouncements

In December 2010, the Financial Accounting Standards Board (“FASB”) issued amended guidance within Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which updates previous guidance on this topic and applies to all material transactions. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) had occurred as of the beginning of the comparable prior annual reporting period only. Additional amendments expand supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The updated guidance is effective for fiscal years beginning after December 15, 2010 and is applied prospectively to business combinations completed on or after that date. The provisions are effective for the Company’s fiscal year ending September 30, 2012. We do not expect the adoption of these provisions to have a significant effect on our consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which amends ASC 820, “Fair Value Measurement.” The amended guidance changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. The guidance provided in ASU No. 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. The provisions are effective for the Company’s second quarter of fiscal year ending September 30, 2012. We do not expect the adoption of these provisions to have a significant effect on our consolidated financial statements.

7

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income,” which amends ASC 220, “Comprehensive Income.” The amended guidance requires that all nonowner changes in stockholders’ equity be presented in either a single statement of comprehensive income or two separate but consecutive statements. The objective of these amendments is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. In December 2011, the FASB issued ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05," which defers the implementation requirement in ASU No. 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. The amended guidance specifies that entities should continue to report reclassifications out of accumulated other comprehensive income consistent with presentation requirements in effect before ASU No. 2011-05. The guidance provided in ASU No. 2011-05 and ASU No. 2011-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The provisions are effective for the Company’s first quarter of the fiscal year ending September 29, 2013.

(3) Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

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

January 15, 2012	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	407,578	$	—	$	—	$	407,578
Municipal bonds	—		12,458		—		12,458
Commercial paper	—		13,999		—		13,999
Restricted cash:
Money market fund	92,343		—		—		92,343
Marketable securities - available-for-sale:
Municipal bonds	—		367,914		—		367,914
Corporate bonds	—		5,279		—		5,279
Commercial paper	—		2,987		—		2,987
Variable rate demand notes	—		9,485		—		9,485
Total	$	499,921	$	412,122	$	—	$	912,043

September 25, 2011	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	59,157	$	—	$	—	$	59,157
Municipal bonds	—		3,791		—		3,791
Commercial paper	—		12,998		—		12,998
Restricted cash:
Money market fund	91,956		—		—		91,956
Marketable securities - available-for-sale:
Municipal bonds	—		316,662		—		316,662
Corporate bonds	—		5,361		—		5,361
Commercial paper	—		67,964		—		67,964
Variable rate demand notes	—		105,148		—		105,148
Total	$	151,113	$	511,924	$	—	$	663,037

At January 15, 2012, the average effective maturity of the Company’s short- and long-term investments was approximately 5 months and 18 months, respectively.

8

(4) Intangible Assets

The components of intangible assets were as follows (in thousands):

	January 15, 2012					September 25, 2011
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	95,500	$	(32,212	)	$	96,019	$	(31,660	)
Definite-lived marketing-related and other	1,547		(763		)	1,547		(420		)
Indefinite-lived contract-based	2,007					1,748
	$	99,054	$	(32,975	)	$	99,314	$	(32,080	)

Amortization associated with intangible assets totaled approximately $1.8 million for both the sixteen weeks ended January 15, 2012 and the same period of the prior fiscal year. Future amortization associated with the net carrying amount of intangible assets is estimated to be approximately as follows (in thousands):

Remainder of fiscal year 2012	$	3,865
Fiscal year 2013	4,512
Fiscal year 2014	4,463
Fiscal year 2015	4,339
Fiscal year 2016	4,213
Future fiscal years	42,680
	$	64,072

(5) Reserves for Closed Properties

Following is a summary of store closure reserve activity during the sixteen weeks ended January 15, 2012 and fiscal year ended September 25, 2011 (in thousands):

	January 15, 2012			September 25, 2011
Beginning balance	$	44,702		$	59,298
Additions	1,237			4,706
Usage	(2,546		)	(17,805		)
Adjustments	1,415			(1,497		)
Ending balance	$	44,808		$	44,702

Additions to store closure reserves relate to the accretion of interest on existing reserves and new closures. Usage included approximately $2.5 million in ongoing cash rental payments during the sixteen weeks ended January 15, 2012. During the fiscal year ended September 25, 2011, usage included approximately $10.1 million in ongoing cash rental payments and approximately $7.7 million in termination fees related to certain idle properties. Additionally, the Company recorded reserve adjustments of approximately $3.7 million during the fiscal year ended September 25, 2011, offset to goodwill.

(6) Long-Term Debt

The Company has a $350 million revolving line of credit that extends to August 28, 2012. The Company’s obligations under the facility are secured by liens on certain of the Company’s assets, including stock of its subsidiaries. The credit agreement contains certain affirmative covenants including maintenance of certain financial ratios and certain negative covenants including limitations on additional indebtedness and payments as defined by the agreement. At January 15, 2012 the Company was in compliance with all applicable debt covenants. At January 15, 2012 and September 25, 2011 the Company had no amounts drawn under this agreement. The amount available to the Company under the agreement was effectively reduced to approximately $349.6 million and $348.6 million by outstanding letters of credit totaling approximately $0.4 million and $1.4 million at January 15, 2012 and September 25, 2011, respectively. The Company had outstanding a $700 million, five-year term loan agreement due in 2012, with an outstanding balance of $490 million at September 26, 2010. During the sixteen weeks ended January 16, 2011, the Company repaid $100 million on the term loan and repaid the remainder throughout fiscal year 2011.

(7) Income Taxes

Income taxes for the sixteen weeks ended January 15, 2012 resulted in an effective tax rate of approximately 38.6%, compared to approximately 40.0% for the same period of the prior fiscal year. The decline in the effective tax rate is primarily due to certain

9

tax savings initiatives and investments. At January 15, 2012, income taxes payable totaled approximately $10.3 million compared to an income tax receivable of approximately $14.8 million at September 25, 2011.

(8) Shareholders’ Equity

Dividends per Common Share

During the sixteen weeks ended January 15, 2012, the Company’s Board of Directors declared a cash dividend to shareholders of $0.14 per common share, payable on January 24, 2012 to shareholders of record on January 13, 2012. Approximately $25.2 million was included in the “Dividends payable” line item on the Consolidated Balance Sheets at January 15, 2012. During fiscal year 2011, the Company’s Board of Directors declared cash dividends to shareholders totaling $0.40 per common share resulting in dividend payments of approximately $70.4 million, of which approximately $17.8 million was included in the “Dividends payable” line item on the Consolidated Balance Sheets at September 25, 2011.

Treasury Stock

During the sixteen weeks ended January 15, 2012, the Company’s Board of Directors authorized a $200 million stock repurchase program through November 1, 2013. The Company repurchased 56,500 shares of Company common stock on the open market during the sixteen weeks ended January 15, 2012. The average price per share paid for shares held in treasury at January 15, 2012 was $63.70, for a total of approximately $3.6 million. The specific timing and repurchase of future amounts will vary based on market conditions, securities law limitations and other factors and will be made using the Company’s available resources. The repurchase program may be suspended or discontinued at any time at the Company's discretion.

Comprehensive Income

The Company’s comprehensive income was comprised of: net income; unrealized gains and losses on investments; unrealized gains and losses on cash flow hedge instruments, including reclassification adjustments of unrealized losses to net income related to ongoing interest payments; and foreign currency translation adjustments, net of income taxes. Comprehensive income was as follows (in thousands):

	Sixteen weeks ended
	January 15, 2012			January 16, 2011
Net income	$	118,327		$	88,730
Foreign currency translation adjustments	358			2,250
Reclassification adjustments for amounts included in net income	—			245
Change in unrealized gains and losses, net of income taxes	(23		)	(256		)
Comprehensive income	$	118,662		$	90,969

At January 15, 2012 and January 16, 2011 available-for-sale securities totaling approximately $86.2 million and $162.0 million, respectively, were in unrealized loss positions.

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

	Sixteen weeks ended
	January 15, 2012		January 16, 2011
Net income	$	118,327	$	88,730
Weighted average common shares outstanding (denominator for basic earnings per share)	179,512		172,795
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	2,005		1,687
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	181,517		174,482
Basic earnings per share	$	0.66	$	0.51
Diluted earnings per share	$	0.65	$	0.51

10

The computation of diluted earnings per share for the sixteen weeks ended January 16, 2011 does not include options to purchase approximately 8.3 million shares of common stock due to their antidilutive effect.

(10) Share-Based Payments

Total share-based payment expense before income taxes recognized during the sixteen weeks ended January 15, 2012 and January 16, 2011 was approximately $11.2 million and $7.4 million, respectively. Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in thousands):

	Sixteen weeks ended
	January 15, 2012			January 16, 2011
Cost of goods sold and occupancy costs	$	573		$	370
Direct store expenses	5,890			3,725
General and administrative expenses	4,754			3,264
Share-based payment expense before income taxes	11,217			7,359
Income tax benefit	(4,218		)	(2,899		)
Net share-based payment expense	$	6,999		$	4,460

At January 15, 2012 and September 25, 2011, approximately 11.7 million shares of the Company’s common stock were available for future stock incentive grants. At January 15, 2012 and September 25, 2011, there was approximately $84.9 million and $97.4 million of unrecognized share-based payment expense, respectively, related to nonvested stock options, net of estimated forfeitures, related to approximately 6.5 million shares. We anticipate this expense to be recognized over a weighted average period of approximately three years.

(11) 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.

On October 27, 2008, Whole Foods Market was served with the complaint in Kottaras v. Whole Foods Market, Inc., a putative class action filed in the United States District Court for the District of Columbia, seeking treble damages, equitable, injunctive, and declaratory relief and alleging that the acquisition and merger between Whole Foods Market and Wild Oats violates various provisions of the federal antitrust laws. During the sixteen weeks ended January 15, 2012, the federal district judge denied the plaintiff's motion for class certification. Currently that decision is being appealed. The Company has not accrued any loss related to the outcome of this case as of January 15, 2012.

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.

(12) Related Party Transactions

The Company provides ongoing support to two non-profit organizations: Whole Planet Foundation and Whole Kids Foundation (the "Foundations"). Whole Planet Foundation is an independent, non-profit organization whose 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 a non-profit organization dedicated to improving children's nutrition through partnerships with schools, educators, and other organizations. Members of the Company's management comprise the Board of Directors of each of the Foundations. Additionally, the Company provides administrative support and covers all operating costs and the overhead budget of the Foundations.

11

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

We wish to caution you that there are risks and uncertainties that could cause our actual results to be materially different from those indicated by forward-looking statements that we make from time to time in filings with the Securities and Exchange Commission ("SEC"), news releases, reports, proxy statements, registration statements and other written communications, as well as forward-looking statements made from time to time by representatives of our Company. These risks and uncertainties include those listed in the Company's Annual Report on Form 10-K for the fiscal year ended September 25, 2011. These risk and uncertainties and additional risks and uncertainties not presently known to us or that we currently deem immaterial may cause our business, financial condition, operating results and cash flows to be materially adversely affected. Except for the historical information contained herein, the matters discussed in this analysis are forward-looking statements that involve risk and uncertainties, including 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. The Company does not undertake any obligation to update forward-looking statements.

General

Whole Foods Market, Inc. is the world's 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. 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. As of January 15, 2012, we operated 317 stores: 304 stores in 38 U.S. states and the District of Columbia; 7 stores in Canada; and 6 stores in the United Kingdom. We have one operating segment, natural and organic foods supermarkets.

Our results of operations may be impacted by the timing of new store openings, construction and pre-opening expense, store closures and relocations, and the range of operating results generated from newly opened stores. The Company’s average weekly sales and gross profit are typically highest in the second and third fiscal quarters, and lowest in the fourth fiscal quarter. Average weekly sales and gross profit are typically lower in the first fiscal quarter due to the product mix of holiday sales, and in the fourth fiscal quarter due to the seasonally slower sales during the summer months.

Sales of a store are deemed to be comparable commencing in the fifty-third full week after the store was opened or acquired. Identical store sales exclude sales from relocated stores and remodeled stores with changes in square footage greater than 20% from the comparable calculation to reduce the impact of square footage growth 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.

The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. Fiscal year 2012 is a 53-week year and fiscal year 2011 was a 52-week year.

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, 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. Natural and organic food continues to be one of the fastest growing segments of food retailing today. Our commitment to natural and organic products, high quality standards, emphasis on perishable product sales, healthy eating products and education, range of choices based on price, and empowered team members who focus on unparalleled customer service differentiate us from the competition and have created a loyal customer base.

We have worked very hard over the last couple of years to successfully improve our price image, particularly in perishables, and we remain focused on maintaining our relative price positioning in the marketplace. We are hopeful we can continue to strike the right balance between rising product costs and our retail pricing based on our contracts, distribution, and tools to manage value.

Highlights for the First Quarter of Fiscal Year 2012

We continue to execute at a high level, delivering a great shopping experience for our customers while delivering great returns to our shareholders. For the sixteen weeks ended January 15, 2012:

• Sales increased 12.9% over the same quarter of the prior year to $3.39 billion driven by an 8.7% comparable store sales increase. Identical store sales increased 8.2% over the prior year;

12

• Operating income as a percentage of sales improved year-over-year for the eleventh consecutive quarter to 5.6%;

• Diluted earnings per share increased 28.2% over the same quarter of the prior year to $0.65;

• We produced $260.9 million in cash flow from operations and invested $111.3 million in capital expenditures;

• The Company's Board of Directors announced a 40% increase in the Company's quarterly cash dividend to shareholders to $0.14 per common share and made a dividend payment to shareholders totaling $17.8 million; and

• We had cash, restricted cash and investments totaling $1.01 billion.

Updated Outlook for Fiscal Year 2012

The following table provides additional information on the Company’s results through January 15, 2012 and expectations for the remainder of fiscal year 2012.

	Sixteen weeks ended January 15, 2012	Implied second through fourth quarter of fiscal year 2012	Estimated fiscal year 2012
Sales growth	12.9%	13.8% - 15.9%	13.5% - 15.0%
Identical store sales growth	8.2%	6.5% - 8.6%	7.0% - 8.5%
Diluted earnings per share	$0.65	$1.63 - $1.67	$2.28 - $2.32
Diluted earnings per share growth	28.2%	14.8% - 17.6%	18.0% - 20.0%

Fiscal year 2012 is a 53-week fiscal year, with the extra week falling in the fourth fiscal quarter. The Company estimates the impact on earnings from the extra week to be $0.06 per share. On a 52-week to 52-week basis, excluding the impact of the extra week in the fourth fiscal quarter, the Company expects total sales growth of 11% to 13% and earnings per share growth of 15% to 17%.

The Company expects ending square footage growth of 7% to 8% in fiscal year 2012. The Company expects capital expenditures for fiscal year 2012 to be in the range of approximately $410 million to $460 million, which includes the opening of 24 to 27 new stores. The Company is committed to producing cash flow from operations in excess of its capital expenditure requirements on an annual basis, including sufficient cash flow to fund the 69 stores in its current development pipeline.

Results of Operations

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

	Sixteen weeks ended
	January 15, 2012		January 16, 2011
Sales	100.0	%	100.0	%
Cost of goods sold and occupancy costs	65.3		65.4
Gross profit	34.7		34.6
Direct store expenses	25.7		26.3
General and administrative expenses	3.1		2.9
Pre-opening expenses	0.3		0.3
Relocation, store closure and lease termination costs	0.1		0.1
Operating income	5.6		4.9
Investment and other income, net of interest	0.1		—
Income before income taxes	5.7		4.9
Provision for income taxes	2.2		2.0
Net income	3.5	%	3.0	%

Figures may not sum due to rounding.

Sales for the sixteen weeks ended totaled approximately $3.39 billion, increasing 12.9% over the same period of the prior fiscal year. Comparable store sales increased 8.7% during the sixteen weeks ended January 15, 2012, and identical store sales increased 8.2%. As of January 15, 2012, there were 302 locations in the comparable store base. Identical store sales for the sixteen weeks ended January 15, 2012 exclude six relocated stores and two major expansions from the comparable calculation to reduce the impact of square footage growth on the comparison. At January 15, 2012, there were 21 stores that were opened or acquired fifty-two weeks or less which contributed approximately $174.7 million to total sales during the sixteen weeks ended January 15, 2012. We are pleased with our sales momentum, which continues to be broad-based across regions, departments, and store age

13

classes. With the moderation in inflation, we are seeing our comparable store sales breakout return to the pattern of approximately 80% transaction count and 20% basket size that we were reporting before the sharp increase in inflation in the second half of fiscal year 2011. During the sixteen weeks ended January 15, 2012, our transaction count in comparable stores increased 6.6%, on top of the 7.3% increase we experienced in the sixteen weeks ended January 16, 2011. During the sixteen weeks ended January 15, 2012, our basket size increased 2.0% on top of the 1.6% increase for the sixteen weeks ended January 16, 2011, driven by higher average prices per item, offset slightly by a decrease in items per transaction, as we selectively passed through some product cost increases and continued to see signs of customers trading up.

The Company’s gross profit as a percentage of sales for the sixteen weeks ended January 15, 2012 was approximately 34.7% compared to approximately 34.6% for the same period of the prior fiscal year. The Company recognized no LIFO charges for the sixteen weeks ended January 15, 2012, compared to LIFO charges totaling approximately $2.0 million for the same period of the prior fiscal year. Excluding the impact of LIFO, gross margin increased10 basis points for the sixteen weeks ended January 15, 2012 compared to the same period of the prior fiscal year driven by an improvement in occupancy costs as a percentage of sales. We did not see cost of goods sold leverage as we remained focused on balancing rising product costs with maintaining our relative value position to drive sales over the longer term. We believe with the moderation in inflation, we will have additional flexibility to consistently deliver gross margin on an annual basis within our historical range of 34% to 35% while maintaining our sales momentum.

Direct store expenses as a percentage of sales for the sixteen weeks ended January 15, 2012 were approximately 25.7% compared to approximately 26.3% for the same period of the prior fiscal year. The 64 basis point decrease in direct store expenses as a percentage of sales for the sixteen weeks ended January 15, 2012 primarily reflects leverage of 33 basis points in wages and 14 basis points in depreciation expense.

General and administrative expenses as a percentage of sales for the sixteen weeks ended January 15, 2012 were approximately 3.1% compared to approximately 2.9% 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 15, 2012 was primarily driven by higher wages, including wage costs associated with new strategic initiatives, totaling five basis points as a percentage of sales. Share-based payment expenses included in general and administrative expenses also increased three basis points as a percentage of sales over the same period in the prior fiscal year.

Pre-opening expenses as a percentage of sales were approximately 0.3% for the sixteen weeks ended January 15, 2012 and the same period of the prior fiscal year. The Company opened six new store locations, including two new markets, during the sixteen weeks ended January 15, 2012 compared to three new store openings in the same period of the prior fiscal year.

Relocation, store closure and lease termination costs totaled approximately $2.9 million for the sixteen weeks ended January 15, 2012 compared to approximately $3.1 million for the same period of the prior fiscal year.

Investment and other income, net of interest expense, which includes interest income, investment gains and losses, rental income and other income, totaled approximately $2.4 million for the sixteen weeks ended January 15, 2012 compared to approximately $0.3 million for the same period of the prior fiscal year. The increase is primarily related to a $2.3 million reduction in interest expense due to the repayment of our term loan in fiscal year 2011.

Income taxes for the sixteen weeks ended January 15, 2012 resulted in an effective tax rate of approximately 38.6% compared to approximately 40.0% for the same period of the prior fiscal year. The decline in the effective tax rate is primarily due to certain tax savings initiatives and investments.

14

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

	Sixteen weeks ended
	January 15, 2012			January 16, 2011
Cost of goods sold and occupancy costs	$	573		$	370
Direct store expenses	5,890			3,725
General and administrative expenses	4,754			3,264
Share-based payment expense before income taxes	11,217			7,359
Income tax benefit	(4,218		)	(2,899		)
Net share-based payment expense	$	6,999		$	4,460

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 thousands):

	January 15, 2012		September 25, 2011
Cash and cash equivalents	$	529,954	$	212,004
Short-term investments - available-for-sale securities	319,282		442,320
Restricted cash	92,343		91,956
Total	$	941,579	$	746,280

Additionally, the Company had long-term investments in available-for-sale securities totaling approximately $66.4 million and $52.8 million at January 15, 2012 and September 25, 2011, respectively.

We generated cash flows from operating activities totaling approximately $260.9 million during the sixteen weeks ended January 15, 2012 compared to approximately $253.0 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 $7.0 million for the sixteen weeks ended January 15, 2012 compared to approximately $180.4 million for the same period of the prior fiscal year. Net sales of available-for-sale securities totaled approximately $105.5 million during the sixteen weeks ended January 15, 2012 as compared to net purchases of available-for-sale securities totaling approximately $88.5 million in 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 15, 2012 totaled approximately $111.3 million, of which approximately $54.5 million was for new store development and approximately $56.8 million was for remodels and other additions. Capital expenditures for the sixteen weeks ended January 16, 2011 totaled approximately $91.0 million, of which approximately $45.6 million was for new store development and approximately $45.4 million was for remodels and other additions.

15

The following table provides information about the Company’s store development activities:

	Stores opened during fiscal year 2011	Stores opened during fiscal year 2012	Properties tendered as of February 8, 2012	Total leases signed as of February 8, 2012 (1)
Number of stores (including relocations)	18	6	17	69
Number of relocations	6	—	2	7
New markets	—	2	5	21
Average store size (gross square feet)	39,400	35,800	35,300	35,000
Total square footage	708,700	215,000	600,700	2,439,600
Average tender period in months	12.5	6.7
Average pre-opening expense per store	$2.5 million
Average pre-opening rent per store	$1.2 million

⁽¹⁾ Includes leases for properties tendered

The Company expects to open 19 additional stores, including one relocation, during the remainder of fiscal year 2012. We believe we will produce operating cash flows in excess of the capital expenditures needed to open the 69 stores in our store development pipeline. The following table provides information about the Company’s estimated store openings for the next two fiscal years:

	Estimated openings	Relocations	Average new store square footage	Ending square footage growth
Fiscal year 2012	24 - 27	1 - 2	35,000	7% - 8%
Fiscal year 2013	28 - 32	2 - 3	35,000	7% - 8%

Over the long term, the Company considers 1,000 stores to be a reasonable indication of its market opportunity in the United States as the Whole Foods Market brand continues to strengthen, consumer demand for natural and organic products continues to increase, and the Company’s flexibility on new store size opens up additional market opportunities. The Company believes significant opportunities exist in Canada and the United Kingdom as well.

Net cash provided by financing activities was approximately $63.6 million for the sixteen weeks ended January 15, 2012 compared to net cash used in financing activities of approximately $43.5 million for the same period of the prior fiscal year.

Net proceeds to the Company from team members’ stock plans for the sixteen weeks ended January 15, 2012 totaled approximately $80.2 million compared to approximately $53.8 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 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 15, 2012 and September 25, 2011, approximately 11.7 million shares of our common stock were available for future stock incentive grants.

During the first quarter of fiscal year 2011, the Company’s Board of Directors reinstated a quarterly cash dividend to shareholders. During the sixteen weeks ended January 15, 2012, the Company's Board of Directors announced a 40% increase in the quarterly dividend to $0.14 per common share.

16

Following is a summary of dividends declared per common share during fiscal years 2012 and 2011 (in thousands, except per share amounts):

Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2012:
November 2, 2011 (1)	$	0.14	January 13, 2012	January 24, 2012	$	25,238
Fiscal year 2011:
December 8, 2010	$	0.10	January 10, 2011	January 20, 2011	$	17,348
February 27, 2011	0.10		April 12, 2011	April 22, 2011	17,572
June 7, 2011	0.10		June 24, 2011	July 5, 2011	17,700
September 8, 2011	0.10		September 19, 2011	September 29, 2011	17,827

⁽¹⁾ Dividend accrued at January 15, 2012

The Company will pay future dividends at the discretion of the 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.

On November 2, 2011, the Company's Board of Directors authorized a share repurchase program in the amount of $200 million through November 1, 2013. During the sixteen weeks ended January 15, 2012, the Company repurchased 56,500 shares of Company common stock on the open market for a total of approximately $3.6 million. The specific timing and repurchase of future amounts will vary based on market conditions, securities law limitations, and other factors and will be made using the Company's available resources. The repurchase program may be suspended or discontinued at any time at the Company's discretion.

The Company has outstanding a $350 million revolving line of credit that extends to August 28, 2012. The Company’s obligations under the facility are secured by liens on certain of the Company’s assets, including stock of its subsidiaries. At January 15, 2012 the Company was in compliance with all applicable debt covenants. At January 15, 2012 and September 25, 2011 the Company had no amounts drawn under this agreement. The amount available to the Company under the agreement was effectively reduced to approximately $349.6 million and $348.6 million by outstanding letters of credit totaling approximately $0.4 million and $1.4 million at January 15, 2012 and September 25, 2011, respectively. The Company had outstanding a $700 million, five-year term loan agreement due in 2012, with an outstanding balance of $490 million at September 26, 2010. During the sixteen weeks ended January 16, 2011, the Company repaid $100 million on the term loan and repaid the remainder throughout fiscal year 2011.

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 15, 2012 (in thousands):

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Capital lease obligations (including interest)	$	40,090	$	2,095	$	4,201	$	4,142	$	29,652
Operating lease obligations (1)	6,188,794		307,995		692,446		718,154		4,470,199
Total	$	6,228,884	$	310,090	$	696,647	$	722,296	$	4,499,851

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

Gross unrecognized tax benefits and related interest and penalties at January 15, 2012 were approximately $10.4 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 15, 2012, 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

17

obligations do not have a material impact on our business, financial condition or results of operations.

The effect of exchange rate changes on cash included in the Consolidated Statements of Cash Flows resulted in an increase in cash and cash equivalents totaling approximately $0.5 million for the sixteen weeks ended January 15, 2012 compared to an increase of approximately $1.2 million for the same period of the prior fiscal year. These changes principally reflect the relative strengthening of the Canadian dollar compared to the U.S. dollar during these periods.

Our principal historical sources of liquidity have been cash generated by operations, available cash and cash equivalents, short-term investments, and amounts available under our revolving line of credit. Absent any significant change in market condition, we expect planned expansion and other anticipated working capital and capital expenditure requirements for the next twelve 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 our revolving line of credit and other sources of capital will be available to us in the future.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements at January 15, 2012 consist of operating leases disclosed in the above contractual obligations table and outstanding letters of credit discussed in Note 6 to the consolidated financial statements, “Long-Term Debt.” 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 to the consolidated financial statements, “Recent Accounting Pronouncements.”

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 of the end of the period covered by this report.

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 recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

18

Part II. Other Information

Item 1. Legal Proceedings

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. 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.

On October 27, 2008, Whole Foods Market was served with the complaint in Kottaras v. Whole Foods Market, Inc., a putative class action filed in the United States District Court for the District of Columbia, seeking treble damages, equitable, injunctive, and declaratory relief and alleging that the acquisition and merger between Whole Foods Market and Wild Oats violates various provisions of the federal antitrust laws. During the sixteen weeks ended January 15, 2012, the federal district judge denied the plaintiff's motion for class certification. Currently that decision is being appealed. The Company has not accrued any loss related to the outcome of this case as of January 15, 2012.

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. However, resolution of contingencies resulting in amounts that vary materially from the Company’s current estimates could have a material adverse effect on the Company’s results of operations, cash flows, or financial condition.

Item 6. Exhibits

Exhibit  31.1	Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a -14(a)
Exhibit  31.2	Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a - 14(a)
Exhibit  31.3	Certification of Chief Financial Officer Pursuant to 17 CFR 240.13a - 14(a)
Exhibit  32.1	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  32.2	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  32.3	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  101	The following financial information from the Company’s Quarterly Report on Form 10-Q, for the period ended January 15, 2012, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements (1)

⁽¹⁾  Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

19

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 24, 2012	By:	/s/ Glenda Flanagan
		Glenda Flanagan
		Executive Vice President and Chief Financial Officer
		(Duly authorized officer and principal financial officer)

20

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 24, 2012
/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 24, 2012
/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 24, 2012
/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 of Whole Foods Market, Inc. (the “Company”) on Form 10-Q for the period ending January 15, 2012 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 24, 2012

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 of Whole Foods Market, Inc. (the “Company”) on Form 10-Q for the period ending January 15, 2012 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 24, 2012

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 of Whole Foods Market, Inc. (the “Company”) on Form 10-Q for the period ending January 15, 2012 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 24, 2012

XML

Shareholders' Equity (Details 2) (USD $)	4 Months Ended		12 Months Ended
	Jan. 15, 2012	Jan. 16, 2011	Sep. 25, 2011
Comprehensive Income
Net Income	$ 118,327,000	$ 88,730,000	$ 342,612,000
Foreign currency translation adjustments	358,000	2,250,000	(1,209,000)
Reclassification adjustments for amount included in net income		245,000	245,000
Change in unrealized gains and losses, net of income taxes	(23,000)	(256,000)	9,000
Comprehensive income	118,662,000	90,969,000	341,657,000
Aggregate available-for-sale securities with unrealized holding losses	$ 86,200,000	$ 162,000,000

XML

Intangible Assets (Details) (USD $)	4 Months Ended
	Jan. 15, 2012	Jan. 16, 2011	Sep. 25, 2011
Finite and Indefinite-Lived Intangible Assets
Gross carrying amount	$ 99,054,000		$ 99,314,000
Accumulated amortization	(32,975,000)		(32,080,000)
Amortization of intangible assets	1,800,000	1,800,000
Definite-lived contract-based
Finite and Indefinite-Lived Intangible Assets
Gross carrying amount	95,500,000		96,019,000
Accumulated amortization	(32,212,000)		(31,660,000)
Definite-lived marketing-related and other
Finite and Indefinite-Lived Intangible Assets
Gross carrying amount	1,547,000		1,547,000
Accumulated amortization	(763,000)		(420,000)
Indefinite-lived contract-based
Finite and Indefinite-Lived Intangible Assets
Gross carrying amount	$ 2,007,000		$ 1,748,000

XML

Shareholders' Equity (Tables)

4 Months Ended

Jan. 15, 2012

Equity [Abstract]

Components of comprehensive income

Comprehensive income was as follows (in thousands):

	Sixteen weeks ended
	January 15, 2012			January 16, 2011
Net income	$	118,327		$	88,730
Foreign currency translation adjustments	358			2,250
Reclassification adjustments for amounts included in net income	—			245
Change in unrealized gains and losses, net of income taxes	(23		)	(256		)
Comprehensive income	$	118,662		$	90,969

XML

Share-Based Payments (Details 2) (USD $) In Millions, except Share data, unless otherwise specified	4 Months Ended
	Jan. 15, 2012 Years	Sep. 25, 2011
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Common stock available for future stock option grants (in shares)	11,700,000	11,700,000
Unrecognized share-based payment expense, net of estimated forfeitures	$ 84.9	$ 97.4
Nonvested outstanding stock options (in shares)	6,500,000	6,500,000
Weighted average period for recognition of unrecognized share-based payment expense (in years)	3

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jan. 15, 2012	Jan. 16, 2011	Sep. 25, 2011
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	38.60%	40.00%
Income Taxes Payable	$ 10.3
Income Taxes Receivable			$ 14.8

XML

Recent Accounting Pronouncements

4 Months Ended

Jan. 15, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recent Accounting Pronoucements

Recent Accounting Pronouncements

In December 2010, the Financial Accounting Standards Board (“FASB”) issued amended guidance within Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which updates previous guidance on this topic and applies to all material transactions. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) had occurred as of the beginning of the comparable prior annual reporting period only. Additional amendments expand supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The updated guidance is effective for fiscal years beginning after December 15, 2010 and is applied prospectively to business combinations completed on or after that date. The provisions are effective for the Company’s fiscal year ending September 30, 2012. We do not expect the adoption of these provisions to have a significant effect on our consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which amends ASC 820, “Fair Value Measurement.” The amended guidance changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. The guidance provided in ASU No. 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. The provisions are effective for the Company’s second quarter of fiscal year ending September 30, 2012. We do not expect the adoption of these provisions to have a significant effect on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income,” which amends ASC 220, “Comprehensive Income.” The amended guidance requires that all nonowner changes in stockholders’ equity be presented in either a single statement of comprehensive income or two separate but consecutive statements. The objective of these amendments is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. In December 2011, the FASB issued ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05," which defers the implementation requirement in ASU No. 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. The amended guidance specifies that entities should continue to report reclassifications out of accumulated other comprehensive income consistent with presentation requirements in effect before ASU No. 2011-05. The guidance provided in ASU No. 2011-05 and ASU No. 2011-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The provisions are effective for the Company’s first quarter of the fiscal year ending September 29, 2013.

XML

Related Party Transactions (Details)	4 Months Ended
	Jan. 15, 2012 Foundation
Related Party Transactions [Abstract]
Number of non-profit organizations	2

XML

Basis of Presentation Basis of Presentation (Details 2)	4 Months Ended
	Jan. 15, 2012	Jan. 16, 2011
Percentage sales by geographic area
Percentage of Total Sales	100.00%	100.00%
United States
Percentage sales by geographic area
Percentage of Total Sales	96.80%	96.90%
Canada and United Kingdom
Percentage sales by geographic area
Percentage of Total Sales	3.20%	3.10%

XML

Basis of Presentation Basis of Presentation (Details)	4 Months Ended	12 Months Ended
	Jan. 15, 2012 Segment	Sep. 25, 2011
Organization Consolidation and Presentation [Line Items]
Number of operating segments	1
Number of reportable segments	1
Number of weeks in fiscal year	P53W	P52W
Number of weeks in first quarter	P16W
Number of weeks in second quarter	P12W
Number of weeks in third quarter	P12W
Minimum [Member]
Organization Consolidation and Presentation [Line Items]
Number of weeks in fiscal year	P52W
Number of weeks in fourth quarter	P12W
Maximum [Member]
Organization Consolidation and Presentation [Line Items]
Number of weeks in fiscal year	P53W
Number of weeks in fourth quarter	P13W

XML

Basis of Presentation (Details 3)	Jan. 15, 2012	Sep. 25, 2011
Percentage net long-lived assets by geographic area
Percentage of Total Net Long-Lived Assets	100.00%	100.00%
United States
Percentage net long-lived assets by geographic area
Percentage of Total Net Long-Lived Assets	95.80%	95.90%
Canada and United Kingdom
Percentage net long-lived assets by geographic area
Percentage of Total Net Long-Lived Assets	4.20%	4.10%

XML

Fair Value Measurements (Details)	4 Months Ended
	Jan. 15, 2012 Month
Fair Value Disclosures [Abstract]
Short-term Investment Average Effective Maturity Period (in months)	5
Long-term Investment Average Effective Maturity Period (in months)	18

XML

Basis of Presentation

4 Months Ended

Jan. 15, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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, the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2011. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation. Where appropriate, we have reclassified prior years’ financial statements to conform to current year 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 year 2012 is a 53-week year and fiscal year 2011 was a 52-week year. 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 15, 2012		January 16, 2011
Sales:
United States	96.8	%	96.9	%
Canada and United Kingdom	3.2		3.1
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 15, 2012		September 25, 2011
Long-lived assets, net:
United States	95.8	%	95.9	%
Canada and United Kingdom	4.2		4.1
Total long-lived assets, net	100.0	%	100.0	%

XML

Fair Value Measurements (Details 2) (Fair value of financial assets measured on a recurring basis, USD $) In Thousands, unless otherwise specified	Jan. 15, 2012	Sep. 25, 2011
Level 1 Inputs
Assets:
Total	$ 499,921	$ 151,113
Level 2 Inputs
Assets:
Total	412,122	511,924
Total
Assets:
Total	912,043	663,037
Money Market Funds [Member] | Level 1 Inputs
Assets:
Cash Equivalents	407,578	59,157
Restricted Cash	92,343	91,956
Money Market Funds [Member] | Total
Assets:
Cash Equivalents	407,578	59,157
Restricted Cash	92,343	91,956
Municipal Notes Bonds [Member] | Level 2 Inputs
Assets:
Cash Equivalents	12,458	3,791
Marketable securities - available-for-sale	367,914	316,662
Municipal Notes Bonds [Member] | Total
Assets:
Cash Equivalents	12,458	3,791
Marketable securities - available-for-sale	367,914	316,662
Commercial Paper [Member] | Level 2 Inputs
Assets:
Cash Equivalents	13,999	12,998
Marketable securities - available-for-sale	2,987	67,964
Commercial Paper [Member] | Total
Assets:
Cash Equivalents	13,999	12,998
Marketable securities - available-for-sale	2,987	67,964
Corporate Bond Securities [Member] | Level 2 Inputs
Assets:
Marketable securities - available-for-sale	5,279	5,361
Corporate Bond Securities [Member] | Total
Assets:
Marketable securities - available-for-sale	5,279	5,361
Variable Rate Demand Obligation [Member] | Level 2 Inputs
Assets:
Marketable securities - available-for-sale	9,485	105,148
Variable Rate Demand Obligation [Member] | Total
Assets:
Marketable securities - available-for-sale	$ 9,485	$ 105,148

XML

Earnings per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	4 Months Ended		12 Months Ended
	Jan. 15, 2012	Jan. 16, 2011	Sep. 25, 2011
Earnings per share reconciliation
Net Income	$ 118,327	$ 88,730	$ 342,612
Weighted average common shares outstanding (denominator for basic earnings per share)	179,512,000	172,795,000
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	2,005,000	1,687,000
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	181,517,000	174,482,000
Basic earnings per share (in dollars per share)	$ 0.66	$ 0.51
Diluted earnings per share (in dollars per share)	$ 0.65	$ 0.51
Stock Options
Antidilutive securities excluded from computation of earnings per share
Common stock not included in computation of diluted earnings per share (in shares)		8,300,000

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jan. 15, 2012	Sep. 25, 2011
Current assets:
Cash and cash equivalents	$ 529,954	$ 212,004
Short-term investments - available-for-sale securities	319,282	442,320
Restricted cash	92,343	91,956
Accounts receivable	176,810	175,310
Merchandise inventories	376,742	336,799
Prepaid expenses and other current assets	56,543	73,579
Deferred income taxes	125,413	121,176
Total current assets	1,677,087	1,453,144
Property and equipment, net of accumulated depreciation and amortization	2,002,382	1,997,212
Long-term investments - available-for-sale securities	66,383	52,815
Goodwill	662,938	662,938
Intangible assets, net of accumulated amortization	66,079	67,234
Deferred income taxes	44,735	50,148
Other assets	8,637	8,584
Total assets	4,528,241	4,292,075
Current liabilities:
Current installments of capital lease obligations	336	466
Accounts payable	224,939	236,913
Accrued payroll, bonus and other benefits due team members	297,172	281,587
Dividends payable	25,238	17,827
Other current liabilities	349,287	342,568
Total current liabilities	896,972	879,361
Long-term capital lease obligations, less current installments	18,996	17,439
Deferred lease liabilities	379,124	353,776
Other long-term liabilities	50,402	50,194
Total liabilities	1,345,494	1,300,770
Shareholders’ equity:
Common stock, no par value, 300,000 shares authorized; 180,394 and 178,886 shares issued; 180,337 and 178,886 shares oustanding at 2012 and 2011, respectively	2,222,589	2,120,972
Common stock in treasury, at cost	(3,599)
Accumulated other comprehensive income (loss)	171	(164)
Retained earnings	963,586	870,497
Total shareholders' equity	3,182,747	2,991,305
Commitments and contingencies
Total liabilities and shareholders' equity	$ 4,528,241	$ 4,292,075

XML

Consolidated Statements of Shareholders' Equity and Comprehensive Income (Parenthetical) (USD $)	4 Months Ended		12 Months Ended
	Jan. 15, 2012	Jan. 16, 2011	Sep. 25, 2011
Statement of Stockholders' Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.14	$ 0.10	$ 0.40

XML

Reserves for Closed Properties (Details) (USD $)	4 Months Ended	12 Months Ended
	Jan. 15, 2012	Sep. 25, 2011
Restructuring Reserve
Beginning balance	$ 44,702,000	$ 59,298,000
Additions	1,237,000	4,706,000
Usage	(2,546,000)	(17,805,000)
Adjustments	1,415,000	(1,497,000)
Ending Balance	44,808,000	44,702,000
Usage in store closure reserve - ongoing cash rental payments	2,500,000	10,100,000
Usage in store closure reserve - termination fees		7,700,000
Reserve adjustments offset to goodwill		$ 3,700,000

XML

Fair Value Measurements (Tables)

4 Months Ended

Jan. 15, 2012

Fair Value Disclosures [Abstract]

Financial assets measured at fair value on a recurring basis

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

January 15, 2012	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	407,578	$	—	$	—	$	407,578
Municipal bonds	—		12,458		—		12,458
Commercial paper	—		13,999		—		13,999
Restricted cash:
Money market fund	92,343		—		—		92,343
Marketable securities - available-for-sale:
Municipal bonds	—		367,914		—		367,914
Corporate bonds	—		5,279		—		5,279
Commercial paper	—		2,987		—		2,987
Variable rate demand notes	—		9,485		—		9,485
Total	$	499,921	$	412,122	$	—	$	912,043

September 25, 2011	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	59,157	$	—	$	—	$	59,157
Municipal bonds	—		3,791		—		3,791
Commercial paper	—		12,998		—		12,998
Restricted cash:
Money market fund	91,956		—		—		91,956
Marketable securities - available-for-sale:
Municipal bonds	—		316,662		—		316,662
Corporate bonds	—		5,361		—		5,361
Commercial paper	—		67,964		—		67,964
Variable rate demand notes	—		105,148		—		105,148
Total	$	151,113	$	511,924	$	—	$	663,037

XML

Long-Term Debt (Details) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jan. 15, 2012	Jan. 16, 2011	Sep. 25, 2011	Sep. 26, 2010
Debt Disclosure [Abstract]
Term loan, face amount				$ 700
Term loan				490
Repayment of term loan		100
Term loan repayment period (in years)	5 years
Revolving line of credit secured by pledge, maximum available	350
Amount available to entity under line of credit facility	349.6		348.6
Outstanding letters of credit	$ 0.4		$ 1.4

XML

Reserves for Closed Properties (Tables)

4 Months Ended

Jan. 15, 2012

Restructuring and Related Activities [Abstract]

Summary of store closure reserve activity

Following is a summary of store closure reserve activity during the sixteen weeks ended January 15, 2012 and fiscal year ended September 25, 2011 (in thousands):

	January 15, 2012			September 25, 2011
Beginning balance	$	44,702		$	59,298
Additions	1,237			4,706
Usage	(2,546		)	(17,805		)
Adjustments	1,415			(1,497		)
Ending balance	$	44,808		$	44,702

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	4 Months Ended
	Jan. 15, 2012	Jan. 16, 2011
Cash flows from operating activities
Net Income	$ 118,327	$ 88,730
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	92,653	86,691
Loss on disposition of fixed assets	432	548
Share-based payment expense	11,217	7,359
LIFO expense		2,000
Deferred income tax expense	1,229	14,969
Excess tax benefit related to exercise of team member stock options	(4,763)	(2,728)
Deferred lease liabilities	22,897	9,470
Other	3,518	499
Net change in current assets and liabilities:
Accounts receivable	476	(6,008)
Merchandise inventories	(39,877)	(20,195)
Prepaid expenses and other current assets	16,918	10,225
Accounts payable	(12,060)	(1,902)
Accrued payroll, bonus and other benefits due team members	15,543	12,637
Other current liabilities	34,228	42,401
Net change in other long-term liabilities	158	8,289
Net cash provided by operating activities	260,896	252,985
Cash flows from investing activities
Development costs of new locations	(54,506)	(45,561)
Other property and equipment expenditures	(56,837)	(45,436)
Purchase of available-for-sale securities	(334,193)	(497,560)
Sale of available-for-sale securities	439,675	409,081
Decrease (increase) in restricted cash	(387)	10
Other investing activities	(715)	(958)
Net cash used in investing activities	(6,963)	(180,424)
Cash flows from financing activities
Common stock dividends paid	(17,827)
Issuance of common stock	80,234	53,764
Purchase of treasury stock	(3,599)
Excess tax benefit related to exercise of team member stock options	4,763	2,728
Payments on long-term debt and capital lease obligations	(9)	(100,000)
Other financing activities		4
Net cash provided by (used in) financing activities	63,562	(43,504)
Effect of exchange rate changes on cash and cash equivalents	455	1,227
Net change in cash and cash equivalents	317,950	30,284
Cash and cash equivalents at beginning of period	212,004	131,996
Cash and cash equivalents at end of period	529,954	162,280
Supplemental disclosures of cash flow information:
Interest paid	973	11,342
Federal and state income taxes paid	$ 40,632	$ 21,083

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, unless otherwise specified	Jan. 15, 2012	Sep. 25, 2011
Statement of Financial Position [Abstract]
Common stock, shares authorized	300,000	300,000
Common stock, shares issued	180,394	178,886
Common stock, shares outstanding	180,337	178,886
Common stock, no par value

XML

Share-Based Payments

4 Months Ended

Jan. 15, 2012

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

Share-Based Payments

Share-Based Payments

Total share-based payment expense before income taxes recognized during the sixteen weeks ended January 15, 2012 and January 16, 2011 was approximately $11.2 million and $7.4 million, respectively. Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in thousands):

	Sixteen weeks ended
	January 15, 2012			January 16, 2011
Cost of goods sold and occupancy costs	$	573		$	370
Direct store expenses	5,890			3,725
General and administrative expenses	4,754			3,264
Share-based payment expense before income taxes	11,217			7,359
Income tax benefit	(4,218		)	(2,899		)
Net share-based payment expense	$	6,999		$	4,460

At January 15, 2012 and September 25, 2011, approximately 11.7 million shares of the Company’s common stock were available for future stock incentive grants. At January 15, 2012 and September 25, 2011, there was approximately $84.9 million and $97.4 million of unrecognized share-based payment expense, respectively, related to nonvested stock options, net of estimated forfeitures, related to approximately 6.5 million shares. We anticipate this expense to be recognized over a weighted average period of approximately three years.

XML

Document and Entity Information	4 Months Ended
	Jan. 15, 2012	Feb. 17, 2012
Document And Entity Information [Abstract]
Entity Registrant Name	WHOLE FOODS MARKET INC
Entity Central Index Key	0000865436
Document Type	10-Q
Entity Filer Category	Large Accelerated Filer
Current Fiscal Year End Date	--09-30
Document Period End Date	Jan. 15, 2012
Document Fiscal Year Focus	2012
Entity Common Stock, Shares Outstanding		182,367,819
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Current Reporting Status	Yes

XML

Commitments and Contingencies

4 Months Ended

Jan. 15, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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.

On October 27, 2008, Whole Foods Market was served with the complaint in Kottaras v. Whole Foods Market, Inc., a putative class action filed in the United States District Court for the District of Columbia, seeking treble damages, equitable, injunctive, and declaratory relief and alleging that the acquisition and merger between Whole Foods Market and Wild Oats violates various provisions of the federal antitrust laws. During the sixteen weeks ended January 15, 2012, the federal district judge denied the plaintiff's motion for class certification. Currently that decision is being appealed. The Company has not accrued any loss related to the outcome of this case as of January 15, 2012.

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.

XML

Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	4 Months Ended
	Jan. 15, 2012	Jan. 16, 2011
Sales	$ 3,390,940	$ 3,003,655
Cost of goods sold and occupancy costs	2,212,823	1,965,170
Gross profit	1,178,117	1,038,485
Direct store expenses	870,925	790,629
General and administrative expenses	103,516	88,511
Pre-opening expenses	10,405	8,640
Relocation, store closure and lease termination costs	2,933	3,146
Operating income	190,338	147,559
Investment and other income, net of interest	2,379	319
Income before income taxes	192,717	147,878
Provision for income taxes	74,390	59,148
Net income	$ 118,327	$ 88,730
Basic earnings per share (in dollars per share)	$ 0.66	$ 0.51
Weighted average shares outstanding (in shares)	179,512	172,795
Diluted earnings per share (in dollars per share)	$ 0.65	$ 0.51
Weighted average shares outstanding, diluted basis (in shares)	181,517	174,482
Dividends declared per common share (in dollars per share)	$ 0.14	$ 0.10

XML

Reserves for Closed Properties

4 Months Ended

Jan. 15, 2012

Restructuring and Related Activities [Abstract]

Reserves for Closed Properties

Reserves for Closed Properties

Following is a summary of store closure reserve activity during the sixteen weeks ended January 15, 2012 and fiscal year ended September 25, 2011 (in thousands):

	January 15, 2012			September 25, 2011
Beginning balance	$	44,702		$	59,298
Additions	1,237			4,706
Usage	(2,546		)	(17,805		)
Adjustments	1,415			(1,497		)
Ending balance	$	44,808		$	44,702

Additions to store closure reserves relate to the accretion of interest on existing reserves and new closures. Usage included approximately $2.5 million in ongoing cash rental payments during the sixteen weeks ended January 15, 2012. During the fiscal year ended September 25, 2011, usage included approximately $10.1 million in ongoing cash rental payments and approximately $7.7 million in termination fees related to certain idle properties. Additionally, the Company recorded reserve adjustments of approximately $3.7 million during the fiscal year ended September 25, 2011, offset to goodwill.

XML

Intangible Assets

4 Months Ended

Jan. 15, 2012

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Intangible Assets

The components of intangible assets were as follows (in thousands):

	January 15, 2012					September 25, 2011
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	95,500	$	(32,212	)	$	96,019	$	(31,660	)
Definite-lived marketing-related and other	1,547		(763		)	1,547		(420		)
Indefinite-lived contract-based	2,007					1,748
	$	99,054	$	(32,975	)	$	99,314	$	(32,080	)

Amortization associated with intangible assets totaled approximately $1.8 million for both the sixteen weeks ended January 15, 2012 and the same period of the prior fiscal year. Future amortization associated with the net carrying amount of intangible assets is estimated to be approximately as follows (in thousands):

Remainder of fiscal year 2012	$	3,865
Fiscal year 2013	4,512
Fiscal year 2014	4,463
Fiscal year 2015	4,339
Fiscal year 2016	4,213
Future fiscal years	42,680
	$	64,072

XML

Intangible Assets (Tables)

4 Months Ended

Jan. 15, 2012

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Components of intangible assets

The components of intangible assets were as follows (in thousands):

	January 15, 2012					September 25, 2011
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	95,500	$	(32,212	)	$	96,019	$	(31,660	)
Definite-lived marketing-related and other	1,547		(763		)	1,547		(420		)
Indefinite-lived contract-based	2,007					1,748
	$	99,054	$	(32,975	)	$	99,314	$	(32,080	)

Future amortization associated with net carrying amount of intangible assets

Future amortization associated with the net carrying amount of intangible assets is estimated to be approximately as follows (in thousands):

Remainder of fiscal year 2012	$	3,865
Fiscal year 2013	4,512
Fiscal year 2014	4,463
Fiscal year 2015	4,339
Fiscal year 2016	4,213
Future fiscal years	42,680
	$	64,072

XML

Related Party Transactions

4 Months Ended

Jan. 15, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

The Company provides ongoing support to two non-profit organizations: Whole Planet Foundation and Whole Kids Foundation (the "Foundations"). Whole Planet Foundation is an independent, non-profit organization whose 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 a non-profit organization dedicated to improving children's nutrition through partnerships with schools, educators, and other organizations. Members of the Company's management comprise the Board of Directors of each of the Foundations. Additionally, the Company provides administrative support and covers all operating costs and the overhead budget of the Foundations.

XML

Shareholders' Equity

4 Months Ended

Jan. 15, 2012

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Dividends per Common Share

During the sixteen weeks ended January 15, 2012, the Company’s Board of Directors declared a cash dividend to shareholders of $0.14 per common share, payable on January 24, 2012 to shareholders of record on January 13, 2012. Approximately $25.2 million was included in the “Dividends payable” line item on the Consolidated Balance Sheets at January 15, 2012. During fiscal year 2011, the Company’s Board of Directors declared cash dividends to shareholders totaling $0.40 per common share resulting in dividend payments of approximately $70.4 million, of which approximately $17.8 million was included in the “Dividends payable” line item on the Consolidated Balance Sheets at September 25, 2011.

Treasury Stock

During the sixteen weeks ended January 15, 2012, the Company’s Board of Directors authorized a $200 million stock repurchase program through November 1, 2013. The Company repurchased 56,500 shares of Company common stock on the open market during the sixteen weeks ended January 15, 2012. The average price per share paid for shares held in treasury at January 15, 2012 was $63.70, for a total of approximately $3.6 million. The specific timing and repurchase of future amounts will vary based on market conditions, securities law limitations and other factors and will be made using the Company’s available resources. The repurchase program may be suspended or discontinued at any time at the Company's discretion.

Comprehensive Income

The Company’s comprehensive income was comprised of: net income; unrealized gains and losses on investments; unrealized gains and losses on cash flow hedge instruments, including reclassification adjustments of unrealized losses to net income related to ongoing interest payments; and foreign currency translation adjustments, net of income taxes. Comprehensive income was as follows (in thousands):

	Sixteen weeks ended
	January 15, 2012			January 16, 2011
Net income	$	118,327		$	88,730
Foreign currency translation adjustments	358			2,250
Reclassification adjustments for amounts included in net income	—			245
Change in unrealized gains and losses, net of income taxes	(23		)	(256		)
Comprehensive income	$	118,662		$	90,969

At January 15, 2012 and January 16, 2011 available-for-sale securities totaling approximately $86.2 million and $162.0 million, respectively, were in unrealized loss positions.

XML

Long-Term Debt

4 Months Ended

Jan. 15, 2012

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

The Company has a $350 million revolving line of credit that extends to August 28, 2012. The Company’s obligations under the facility are secured by liens on certain of the Company’s assets, including stock of its subsidiaries. The credit agreement contains certain affirmative covenants including maintenance of certain financial ratios and certain negative covenants including limitations on additional indebtedness and payments as defined by the agreement. At January 15, 2012 the Company was in compliance with all applicable debt covenants. At January 15, 2012 and September 25, 2011 the Company had no amounts drawn under this agreement. The amount available to the Company under the agreement was effectively reduced to approximately $349.6 million and $348.6 million by outstanding letters of credit totaling approximately $0.4 million and $1.4 million at January 15, 2012 and September 25, 2011, respectively. The Company had outstanding a $700 million, five-year term loan agreement due in 2012, with an outstanding balance of $490 million at September 26, 2010. During the sixteen weeks ended January 16, 2011, the Company repaid $100 million on the term loan and repaid the remainder throughout fiscal year 2011.

XML

Income Taxes

4 Months Ended

Jan. 15, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income taxes for the sixteen weeks ended January 15, 2012 resulted in an effective tax rate of approximately 38.6%, compared to approximately 40.0% for the same period of the prior fiscal year. The decline in the effective tax rate is primarily due to certain tax savings initiatives and investments. At January 15, 2012, income taxes payable totaled approximately $10.3 million compared to an income tax receivable of approximately $14.8 million at September 25, 2011.

XML

Earnings per Share

4 Months Ended

Jan. 15, 2012

Earnings Per Share [Abstract]

Earnings Per Share

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

	Sixteen weeks ended
	January 15, 2012		January 16, 2011
Net income	$	118,327	$	88,730
Weighted average common shares outstanding (denominator for basic earnings per share)	179,512		172,795
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	2,005		1,687
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	181,517		174,482
Basic earnings per share	$	0.66	$	0.51
Diluted earnings per share	$	0.65	$	0.51

The computation of diluted earnings per share for the sixteen weeks ended January 16, 2011 does not include options to purchase approximately 8.3 million shares of common stock due to their antidilutive effect.

XML

Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified	4 Months Ended
	Jan. 15, 2012
Future Amortization Expense [Line Items]
Amortization associated with the net carrying amount of intangible assets, remainder of fiscal year	$ 3,865
Amortization associated with the net carrying amount of intangible assets, year two	4,512
Amortization associated with the net carrying amount of intangible assets, year three	4,463
Amortization associated with the net carrying amount of intangible assets, year four	4,339
Amortization associated with the net carrying amount of intangible assets, year five	4,213
Amortization associated with the net carrying amount of intangible assets, after year five	42,680
Amortization associated with the net carrying amount of intangible assets, total	$ 64,072

XML

Basis of Presentation (Tables)

4 Months Ended

Jan. 15, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of percentage sales by geographic area

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

	Sixteen weeks ended
	January 15, 2012		January 16, 2011
Sales:
United States	96.8	%	96.9	%
Canada and United Kingdom	3.2		3.1
Total sales	100.0	%	100.0	%

Summary of percentage of net long-lived assets by geographic area

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

	January 15, 2012		September 25, 2011
Long-lived assets, net:
United States	95.8	%	95.9	%
Canada and United Kingdom	4.2		4.1
Total long-lived assets, net	100.0	%	100.0	%

XML

Earnings per Share (Tables)

4 Months Ended

Jan. 15, 2012

Earnings Per Share [Abstract]

Reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations

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

	Sixteen weeks ended
	January 15, 2012		January 16, 2011
Net income	$	118,327	$	88,730
Weighted average common shares outstanding (denominator for basic earnings per share)	179,512		172,795
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	2,005		1,687
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	181,517		174,482
Basic earnings per share	$	0.66	$	0.51
Diluted earnings per share	$	0.65	$	0.51

XML

Share-Based Payments (Details) (USD $) In Thousands, unless otherwise specified	4 Months Ended
	Jan. 15, 2012	Jan. 16, 2011
Employee Service Share Based Compensation Allocation of Recognized Period Costs
Share-based payment expense before income taxes	$ 11,217	$ 7,359
Income tax benefit	(4,218)	(2,899)
Net share-based payment expense	6,999	4,460
Cost of goods sold and occupancy costs
Employee Service Share Based Compensation Allocation of Recognized Period Costs
Share-based payment expense before income taxes	573	370
Direct store expenses
Employee Service Share Based Compensation Allocation of Recognized Period Costs
Share-based payment expense before income taxes	5,890	3,725
General and administrative expenses
Employee Service Share Based Compensation Allocation of Recognized Period Costs
Share-based payment expense before income taxes	$ 4,754	$ 3,264

XML

Consolidated Statements of Shareholders' Equity and Comprehensive Income (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common stock	Common stock in treasury	Accumulated other comprehensive income (loss)	Retained earnings
Balances at Sep. 26, 2010	$ 2,373,258	$ 1,773,897		$ 791	$ 598,570
Balances (in shares) at Sep. 26, 2010		172,033,000
Increase (Decrease) in Shareholders' Equity
Net Income	342,612				342,612
Foreign currency translation adjustments	(1,209)			(1,209)
Reclassification adjustments for amounts included in income	245			245
Change in unrealized gains and losses, net of income taxes	9			9
Comprehensive income	341,657
Dividends ($0.14 and $0.40 per common share for the period ended sixteen weeks January 15, 2012 and year ended September 25, 2011 respectively)	(70,447)				(70,447)
Issuance of common stock pursuant to team member stock plans	301,591	301,591
Issuance of common stock pursuant to team member stock plans (in shares)		6,857,000
Excess tax benefit related to exercise of team member stock options	18,225	18,225
Share-based payment expense	27,259	27,259
Other	(238)				(238)
Other (in shares)		(4,000)
Balances at Sep. 25, 2011	2,991,305	2,120,972		(164)	870,497
Balances (in shares) at Sep. 25, 2011	178,886,000	178,886,000
Increase (Decrease) in Shareholders' Equity
Net Income	118,327				118,327
Foreign currency translation adjustments	358			358
Change in unrealized gains and losses, net of income taxes	(23)			(23)
Comprehensive income	118,662
Dividends ($0.14 and $0.40 per common share for the period ended sixteen weeks January 15, 2012 and year ended September 25, 2011 respectively)	(25,238)				(25,238)
Issuance of common stock pursuant to team member stock plans	82,999	82,999
Issuance of common stock pursuant to team member stock plans (in shares)		1,508,000
Purchase of treasury stock	(3,599)		(3,599)
Purchase of treasury stock (in shares)	(56,500)	(57,000)
Excess tax benefit related to exercise of team member stock options	7,401	7,401
Share-based payment expense	11,217	11,217
Balances at Jan. 15, 2012	$ 3,182,747	$ 2,222,589	$ (3,599)	$ 171	$ 963,586
Balances (in shares) at Jan. 15, 2012	180,337,000	180,337,000

XML

Fair Value Measurements

4 Months Ended

Jan. 15, 2012

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

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

January 15, 2012	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	407,578	$	—	$	—	$	407,578
Municipal bonds	—		12,458		—		12,458
Commercial paper	—		13,999		—		13,999
Restricted cash:
Money market fund	92,343		—		—		92,343
Marketable securities - available-for-sale:
Municipal bonds	—		367,914		—		367,914
Corporate bonds	—		5,279		—		5,279
Commercial paper	—		2,987		—		2,987
Variable rate demand notes	—		9,485		—		9,485
Total	$	499,921	$	412,122	$	—	$	912,043

September 25, 2011	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	59,157	$	—	$	—	$	59,157
Municipal bonds	—		3,791		—		3,791
Commercial paper	—		12,998		—		12,998
Restricted cash:
Money market fund	91,956		—		—		91,956
Marketable securities - available-for-sale:
Municipal bonds	—		316,662		—		316,662
Corporate bonds	—		5,361		—		5,361
Commercial paper	—		67,964		—		67,964
Variable rate demand notes	—		105,148		—		105,148
Total	$	151,113	$	511,924	$	—	$	663,037

At January 15, 2012, the average effective maturity of the Company’s short- and long-term investments was approximately 5 months and 18 months, respectively.

XML

Share-Based Payments (Tables)

4 Months Ended

Jan. 15, 2012

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

Share-based payment expense included in the consolidated statements of operations

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

	Sixteen weeks ended
	January 15, 2012			January 16, 2011
Cost of goods sold and occupancy costs	$	573		$	370
Direct store expenses	5,890			3,725
General and administrative expenses	4,754			3,264
Share-based payment expense before income taxes	11,217			7,359
Income tax benefit	(4,218		)	(2,899		)
Net share-based payment expense	$	6,999		$	4,460

XML

Shareholders' Equity (Details) (USD $)	4 Months Ended		12 Months Ended
	Jan. 15, 2012	Jan. 16, 2011	Sep. 25, 2011
Dividends Per Common Share [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.14	$ 0.10	$ 0.40
Dividends payable	$ 25,238,000		$ 17,827,000
Dividends, Common Stock, Cash	25,238,000		70,447,000
Dividends Payable, Date of Record, Day, Month and Year	Jan. 13, 2012
Dividends Payable, Date to be Paid, Day, Month and Year	Jan. 24, 2012
Treasury Stock [Abstract]
Stock Repurchase Program, Authorized Amount	200,000,000
Treasury Stock, Shares, Acquired	56,500
Treasury Stock Acquired, Average Cost Per Share	$ 63.70
Treasury Stock, Value, Acquired, Cost Method	$ 3,599,000

XML

Summary of Significant Accounting Policies (Policies)

4 Months Ended

Jan. 15, 2012

Accounting Policies [Abstract]

Definition of Fiscal Year

The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. 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 year 2012 is a 53-week year and fiscal year 2011 was a 52-week year.

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.