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 July 1, 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 Street

Austin, Texas 78703

(Address of principal executive offices)

512-477-4455

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

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

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

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

The number of shares of the registrant’s common stock, no par value, outstanding as of July 27, 2012 was 184,667,400 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), July 1, 2012 and September 25, 2011	3
Consolidated Statements of Operations (unaudited), for the twelve and forty weeks ended July 1, 2012 and July 3, 2011	4
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (unaudited), for the forty weeks ended July 1, 2012 and fiscal year ended September 25, 2011	5
Consolidated Statements of Cash Flows (unaudited), for the forty weeks ended July 1, 2012 and July 3, 2011	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 4. Controls and Procedures	22
Part II. Other Information
Item 1. Legal Proceedings	23
Item 6. Exhibits	23
Signature	24

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Part I. Financial Information

Item 1. Financial Statements

Whole Foods Market, Inc.

Consolidated Balance Sheets (unaudited)

July 1, 2012 and September 25, 2011

(In thousands)

Assets	2012			2011
Current assets:
Cash and cash equivalents	$	135,457		$	212,004
Short-term investments - available-for-sale securities	933,486			442,320
Restricted cash	104,334			91,956
Accounts receivable	178,841			175,310
Merchandise inventories	375,713			336,799
Prepaid expenses and other current assets	70,208			73,579
Deferred income taxes	127,519			121,176
Total current assets	1,925,558			1,453,144
Property and equipment, net of accumulated depreciation and amortization	2,111,840			1,997,212
Long-term investments - available-for-sale securities	282,740			52,815
Goodwill	662,938			662,938
Intangible assets, net of accumulated amortization	63,527			67,234
Deferred income taxes	33,098			50,148
Other assets	9,185			8,584
Total assets	$	5,088,886		$	4,292,075
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of capital lease obligations	$	364		$	466
Accounts payable	239,579			236,913
Accrued payroll, bonus and other benefits due team members	319,989			281,587
Dividends payable	25,836			17,827
Other current liabilities	371,470			342,568
Total current liabilities	957,238			879,361
Long-term capital lease obligations, less current installments	18,756			17,439
Deferred lease liabilities	418,687			353,776
Other long-term liabilities	52,900			50,194
Total liabilities	1,447,581			1,300,770
Shareholders’ equity:
Common stock, no par value, 600,000 and 300,000 shares authorized; 184,900 and 178,886 shares issued; 184,554 and 178,886 shares outstanding at 2012 and 2011, respectively	2,523,024			2,120,972
Common stock in treasury, at cost	(28,599		)	—
Accumulated other comprehensive income (loss)	222			(164		)
Retained earnings	1,146,658			870,497
Total shareholders’ equity	3,641,305			2,991,305
Commitments and contingencies
Total liabilities and shareholders’ equity	$	5,088,886		$	4,292,075

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

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Whole Foods Market, Inc.

Consolidated Statements of Operations (unaudited)

(In thousands, except per share amounts)

	Twelve weeks ended				Forty weeks ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Sales	$	2,727,279	$	2,399,781	$	8,788,501	$	7,753,954
Cost of goods sold and occupancy costs	1,745,910		1,551,101		5,659,307		5,029,717
Gross profit	981,369		848,680		3,129,194		2,724,237
Direct store expenses	689,917		620,827		2,242,613		2,020,193
General and administrative expenses	87,439		73,073		277,715		237,245
Pre-opening expenses	11,997		11,784		32,898		29,967
Relocation, store closure and lease termination costs	3,828		2,371		8,059		6,520
Operating income	188,188		140,625		567,909		430,312
Investment and other income, net of interest	2,119		1,672		6,752		2,649
Income before income taxes	190,307		142,297		574,661		432,961
Provision for income taxes	73,458		53,825		221,820		165,824
Net income	$	116,849	$	88,472	$	352,841	$	267,137
Basic earnings per share	$	0.64	$	0.50	$	1.94	$	1.53
Weighted average shares outstanding	183,729		176,444		181,570		174,457
Diluted earnings per share	$	0.63	$	0.50	$	1.92	$	1.51
Weighted average shares outstanding, diluted basis	185,907		178,610		183,758		176,513
Dividends declared per common share	$	0.14	$	0.10	$	0.42	$	0.30

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

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Whole Foods Market, Inc.

Consolidated Statementsof Shareholders’ Equityand Comprehensive Income (unaudited)

Forty weeks endedJuly 1, 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 net 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	—		—		—			—			352,841			352,841
Foreign currency translation adjustments	—		—		—			524			—			524
Change in unrealized gains and losses, net of income taxes	—		—		—			(138		)	—			(138		)
Comprehensive income														353,227
Dividends ($0.42 per common share)	—		—		—			—			(76,680		)	(76,680		)
Issuance of common stock pursuant to team member stock plans	6,014		321,489		—			—			—			321,489
Purchase of treasury stock	(346	)	—		(28,599		)	—			—			(28,599		)
Excess tax benefit related to exercise of team member stock options	—		51,424		—			—			—			51,424
Share-based payment expense	—		29,139		—			—			—			29,139
Balances at July 1, 2012	184,554		$	2,523,024	$	(28,599	)	$	222		$	1,146,658		$	3,641,305

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

5

Whole Foods Market, Inc.

Consolidated Statementsof Cash Flows (unaudited)

(In thousands)

	Forty weeks ended
	July 1, 2012			July 3, 2011
Cash flows from operating activities
Net income	$	352,841		$	267,137
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	234,901			219,082
Loss on disposition of fixed assets	1,529			1,478
Share-based payment expense	29,139			19,090
LIFO expense	2,000			6,500
Deferred income tax expense	10,822			45,916
Excess tax benefit related to exercise of team member stock options	(38,858		)	(16,934		)
Accretion of premium/discount on marketable securities	8,878			4,613
Deferred lease liabilities	58,717			42,501
Other	1,827			(216		)
Net change in current assets and liabilities:
Accounts receivable	(12,088		)	(20,692		)
Merchandise inventories	(40,805		)	(30,483		)
Prepaid expenses and other current assets	3,062			(29,262		)
Accounts payable	2,549			14,600
Accrued payroll, bonus and other benefits due team members	38,338			27,766
Other current liabilities	71,812			50,191
Net change in other long-term liabilities	2,668			(6,427		)
Net cash provided by operating activities	727,332			594,860
Cash flows from investing activities
Development costs of new locations	(188,770		)	(156,048		)
Other property and equipment expenditures	(137,225		)	(115,530		)
Purchase of available-for-sale securities	(2,303,463		)	(924,287		)
Sale of available-for-sale securities	1,569,715			1,057,312
Decrease (increase) in restricted cash and marketable securities	(8,824		)	326
Other investing activities	(2,080		)	(4,341		)
Net cash used in investing activities	(1,070,647		)	(142,568		)
Cash flows from financing activities
Common stock dividends paid	(68,671		)	(34,920		)
Issuance of common stock	325,233			210,927
Purchase of treasury stock	(28,599		)	—
Excess tax benefit related to exercise of team member stock options	38,858			16,934
Payments on long-term debt and capital lease obligations	(221		)	(490,258		)
Net cash provided by (used in) financing activities	266,600			(297,317		)
Effect of exchange rate changes on cash and cash equivalents	168			2,136
Net change in cash and cash equivalents	(76,547		)	157,111
Cash and cash equivalents at beginning of period	212,004			131,996
Cash and cash equivalents at end of period	$	135,457		$	289,107
Supplemental disclosures of cash flow information:
Interest paid	$	2,032		$	15,060
Federal and state income taxes paid	$	154,245		$	144,347

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

6

Whole Foods Market, Inc.

Notes to Consolidated Financial Statements (unaudited)

July 1, 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:

	Twelve weeks ended				Forty weeks ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Sales:
United States	96.7	%	96.8	%	96.8	%	96.9	%
Canada and United Kingdom	3.3		3.2		3.2		3.1
Total sales	100.0	%	100.0	%	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:

	July 1, 2012		September 25, 2011
Long-lived assets, net:
United States	95.6	%	95.9	%
Canada and United Kingdom	4.4		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 June 2011, the FASB issued Accounting Standards Update (“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

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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.

In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” which amends ASC 350, “Intangibles - Goodwill and Other.” The amended guidance simplifies how entities test for impairment of indefinite-lived intangible assets. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount as a basis for determining if performing a quantitative test is necessary. The amendments do not change the measurement of impairment losses. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The provisions are effective for the Company’s first quarter of the fiscal year ending September 29, 2013. We do not expect the adoption of these provisions to have a significant effect on our consolidated financial statements.

(3) Fair Value Measurements

Effective January 16, 2012, the Company adopted 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 adoption of ASU No. 2011-04, which primarily consists of clarification and wording changes to existing fair value measurement and disclosure requirements, did not have an impact on the Company’s consolidated financial statements.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company holds money market fund investments that are classified as cash equivalents that are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets. The Company also holds available-for-sale securities generally consisting of state and local municipal obligations and variable rate demand notes which hold high credit ratings. These instruments are valued using a series of multi-dimensional relational models and series of matrices with standard inputs obtained from readily available pricing sources and other observable market data, such as benchmark yields and base spread. Investments are stated at fair value with unrealized gains and losses, net of related tax effect, included as a component of shareholders’ equity until realized. Declines in fair value below the Company’s carrying value deemed to be other-than-temporary are charged against net earnings.

The carrying amounts of trade and other accounts receivable, trade accounts payable, accrued payroll, bonuses and team member benefits, and other accrued expenses approximate fair value because of the short maturity of those instruments. Store closure reserves and estimated workers’ compensation claims are recorded at net present value to approximate fair value.

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

July 1, 2012	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	31,139	$	—	$	—	$	31,139
Municipal bonds	—		7,650		—		7,650
Marketable securities - available-for-sale:
Municipal bonds	—		875,027		—		875,027
Corporate bonds	—		5,195		—		5,195
Commercial paper	—		2,999		—		2,999
Variable rate demand notes	—		333,005		—		333,005
Total	$	31,139	$	1,223,876	$	—	$	1,255,015

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
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	$	59,157	$	511,924	$	—	$	571,081

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Assets Measured at Fair Value on a Nonrecurring Basis

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances, such as unplanned negative cash flow or short lease life, indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. The fair value, based on hierarchy input Level 3, is determined using management’s best estimate based on a discounted cash flow model based on future store operating results using internal projections. Fair value may also be reduced to zero based on a review of the future benefit the Company anticipates receiving from certain software or intangible assets. Fair value adjustments reduced the carrying value of related long-lived assets to zero and were included in the following line items on the Consolidated Statements of Operations for the periods indicated (in thousands):

	Twelve weeks ended				Forty weeks ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Direct store expenses	$	24	$	31	$	44	$	532
General and administrative expenses	4		—		1,182		—
Relocation, store closure and lease termination costs	1,300		76		1,300		156
Total impairment of long-lived assets	$	1,328	$	107	$	2,526	$	688

(4) Investments

The Company holds investments in marketable securities, generally municipal bonds, corporate bonds, commercial paper and variable rate demand notes, that are classified as either short- or long-term available-for-sale securities. The Company held the following investments as of the dates indicated (in thousands):

July 1, 2012	Adjusted cost		Unrealized gains		Unrealized losses			Fair value
Short-term marketable securities - available-for-sale:
Municipal bonds	$	592,280	$	153	$	(146	)	$	592,287
Corporate bonds	5,170		25		—			5,195
Commercial paper	2,997		2		—			2,999
Variable rate demand notes	333,005		—		—			333,005
Total short-term marketable securities	$	933,452	$	180	$	(146	)	$	933,486
Long-term marketable securities - available-for-sale:
Municipal bonds	$	282,639	$	240	$	(139	)	$	282,740
Total long-term marketable securities	$	282,639	$	240	$	(139	)	$	282,740

September 25, 2011	Adjusted cost		Unrealized gains		Unrealized losses			Fair value
Short-term marketable securities - available-for-sale:
Municipal bonds	$	268,945	$	279	$	(16	)	$	269,208
Commercial paper	67,950		14		—			67,964
Variable rate demand notes	105,148		—		—			105,148
Total short-term marketable securities	$	442,043	$	293	$	(16	)	$	442,320
Long-term marketable securities - available-for-sale:
Municipal bonds	$	47,387	$	77	$	(10	)	$	47,454
Corporate bonds	5,345		16		—			5,361
Total long-term marketable securities	$	52,732	$	93	$	(10	)	$	52,815

At July 1, 2012 and September 25, 2011, available-for-sale securities totaling approximately $479.6 million and $74.5 million, respectively, were in unrealized loss positions.

At July 1, 2012, the average effective maturity of the Company’s short- and long-term investments was approximately 5 months and 16 months, respectively, compared to approximately 4 months and 15 months, respectively, at September 25, 2011.

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(5) Intangible Assets

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

	July 1, 2012					September 25, 2011
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	95,429	$	(34,337	)	$	96,019	$	(31,660	)
Definite-lived marketing-related and other	1,372		(1,060		)	1,547		(420		)
Indefinite-lived contract-based	2,123					1,748
	$	98,924	$	(35,397	)	$	99,314	$	(32,080	)

Amortization associated with intangible assets totaled approximately $1.3 million and $4.4 million for the twelve and forty weeks ended July 1, 2012, respectively, and approximately $1.6 million and $5.4 million, respectively, for the same periods of the prior fiscal year. Future amortization associated with the net carrying amount of definite-lived intangible assets is estimated to be approximately as follows (in thousands):

Remainder of fiscal year 2012	$	1,326
Fiscal year 2013	4,512
Fiscal year 2014	4,463
Fiscal year 2015	4,338
Fiscal year 2016	4,213
Future fiscal years	42,552
	$	61,404

(6) Reserves for Closed Properties

Following is a summary of store closure reserve activity during the forty weeks ended July 1, 2012 and fiscal year ended September 25, 2011 (in thousands):

	July 1, 2012			September 25, 2011
Beginning balance	$	44,702		$	59,298
Additions	3,225			4,706
Usage	(7,676		)	(17,805		)
Adjustments	1,866			(1,497		)
Ending balance	$	42,117		$	44,702

Additions to store closure reserves relate to the accretion of interest on existing reserves and three new closures. Usage included approximately $7.7 million in ongoing cash rental payments during the forty weeks ended July 1, 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.

(7) 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 July 1, 2012, the Company was in compliance with all applicable debt covenants. At July 1, 2012 and September 25, 2011, the Company had no amounts drawn under this agreement. The amount available to the Company under the agreement was $350 million at July 1, 2012. The amount available to the Company at September 25, 2011 was effectively reduced to approximately $348.6 million by outstanding letters of credit totaling approximately $1.4 million. 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, which was repaid during the forty weeks ended July 3, 2011.

(8) Income Taxes

Income taxes for both the twelve and forty weeks ended July 1, 2012 resulted in an effective tax rate of approximately 38.6%, compared to approximately 37.8% and 38.3%, respectively, for the same periods of the prior fiscal year. Income taxes receivable totaled approximately $9.5 million and $14.8 million at July 1, 2012 and September 25, 2011, respectively.

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(9) Shareholders’ Equity

Dividends per Common Share

During the twelve weeks ended July 1, 2012, the Company’s Board of Directors declared a cash dividend to shareholders of $0.14 per common share, payable on July 10, 2012 to shareholders of record on June 29, 2012. Approximately $25.8 million was included in the “Dividends payable” line item on the Consolidated Balance Sheets at July 1, 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.

Common Stock

During the second quarter of fiscal year 2012, the Company’s shareholders approved an increase in the number of authorized shares of the Company’s common stock from 300 million to 600 million.

Treasury Stock

During the first quarter of fiscal year 2012, the Company’s Board of Directors authorized a $200 million stock repurchase program through November 1, 2013. The Company repurchased approximately 289,000 shares and 346,000 shares of the Company’s common stock on the open market during the twelve and forty weeks ended July 1, 2012, respectively. The total cost of shares held in treasury at July 1, 2012 was approximately $28.6 million. The average price per share paid for shares held in treasury was $86.40 and $82.69 from repurchases during the twelve and forty weeks ended July 1, 2012, respectively. 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 discretion of the Company’s Board of Directors.

Comprehensive Income

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

	Twelve weeks ended						Forty weeks ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Net income	$	116,849		$	88,472		$	352,841		$	267,137
Foreign currency translation adjustments	(2,587		)	(1,188		)	524			4,201
Reclassification adjustments for amounts included in net income	—			—			—			245
Change in unrealized gains and losses, net of income taxes	(123		)	31			(138		)	14
Comprehensive income	$	114,139		$	87,315		$	353,227		$	271,597

(10) Earnings per Share

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

11

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

	Twelve weeks ended					Forty weeks ended
	July 1, 2012			July 3, 2011		July 1, 2012			July 3, 2011
Net income (numerator for basic and diluted earnings per share)	$	116,849		$	88,472	$	352,841		$	267,137
Weighted average common shares outstanding	183,734			176,444		181,574			174,457
Less: Unvested restricted stock	(5		)	—		(4		)	—
Weighted average common shares outstanding (denominator for basic earnings per share)	183,729			176,444		181,570			174,457
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	2,176			2,166		2,187			2,056
Dilutive impact of restricted stock	2			—		1			—
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	185,907			178,610		183,758			176,513
Basic earnings per share	$	0.64		$	0.50	$	1.94		$	1.53
Diluted earnings per share	$	0.63		$	0.50	$	1.92		$	1.51

The computation of diluted earnings per share for the twelve and forty weeks ended July 1, 2012 does not include options to purchase approximately 1.8 million shares and 0.5 million shares of common stock, respectively, due to their antidilutive effect. For the twelve and forty weeks ended July 3, 2011, the computation of diluted earnings per share does not include options to purchase approximately 5.9 million shares and 6.5 million shares of common stock, respectively, due to their antidilutive effect.

(11) Share-Based Payments

Total share-based payment expense before income taxes recognized during the twelve and forty weeks ended July 1, 2012 was approximately $9.4 million and $29.1 million, respectively, compared to approximately $6.2 million and $19.1 million, respectively, for the same periods of the prior fiscal year. Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in thousands):

	Twelve weeks ended						Forty weeks ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Cost of goods sold and occupancy costs	$	352		$	308		$	1,297		$	966
Direct store expenses	4,567			3,086			14,930			9,705
General and administrative expenses	4,461			2,848			12,912			8,419
Share-based payment expense before income taxes	9,380			6,242			29,139			19,090
Income tax benefit	(3,515		)	(2,322		)	(10,968		)	(7,198		)
Net share-based payment expense	$	5,865		$	3,920		$	18,171		$	11,892

Stock Options

At July 1, 2012 and September 25, 2011, approximately 8.3 million shares and 11.7 million shares of the Company’s common stock, respectively, were available for future stock incentive grants.

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On May 11, 2012, the Company issued its annual grant of options to team members and directors. The following table summarizes option activity during the forty weeks ended July 1, 2012 (in thousands, except per share amounts and contractual lives in years):

	Number of options outstanding		Weighted average exercise price		Weighted average remaining contractual life	Aggregate intrinsic value
Outstanding options at September 25, 2011	13,640		$	48.99
Options granted	3,610		88.46
Options exercised	(5,967	)	53.37
Options expired	(49	)	52.05
Options forfeited	(271	)	47.59
Outstanding options at July 1, 2012	10,963		$	59.55	5.34	$	392,140
Vested/expected to vest at July 1, 2012	10,101		$	58.45	5.27	$	372,436
Exercisable options at July 1, 2012	3,030		$	40.32	3.40	$	166,651

The weighted average fair value per option granted during the forty weeks ended July 1, 2012 was $27.30. The aggregate intrinsic value of stock options at exercise, represented in the table above, was approximately $161.0 million. At July 1, 2012 and September 25, 2011, there was approximately $147.1 million and $97.4 million of unrecognized share-based payment expense, respectively, related to nonvested stock options, net of estimated forfeitures, related to approximately 7.1 million shares and 6.5 million shares, respectively. We anticipate this expense to be recognized over a weighted average period of approximately 3.5 years.

A summary of options outstanding and exercisable at July 1, 2012 follows (share amounts in thousands):

Range of Exercise Prices				Options Outstanding				Options Exercisable
From		To		Number of options outstanding	Weighted average exercise price		Weighted average remaining life (in years)	Number of options exercisable	Weighted average exercise price
$	11.12	$	25.30	1,322	$	18.60	3.78	750	$	18.53
27.62		36.97		610	27.88		1.04	590	27.66
40.83		56.99		2,219	40.85		5.40	716	40.83
62.49		66.81		3,228	63.07		5.09	974	64.40
81.62		88.54		3,584	88.46		6.84	—	—
Total				10,963	$	59.55	5.34	3,030	$	40.32

The fair value of stock option grants has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	2012		2011
Expected dividend yield	0.800	%	0.698	%
Risk-free interest rate	0.58	%	1.76	%
Expected volatility	40.89	%	43.84	%
Expected life, in years	4.14		4.18

Risk-free interest rate is based on the U.S. Treasury yield curve on the date of the grant for the time period equal to the expected term of the grant. Expected volatility is calculated using a ratio of implied volatility based on the Newton-Raphson method of bisection, and four or six year historical volatilities based on the expected life of each tranche of options. The Company determined the use of implied volatility versus historical volatility represents a more accurate calculation of option fair value. Expected life is calculated in two tranches based on weighted average percentage of unexpired options and exercise-after-vesting information over the last five or seven years. Unvested options are included in the term calculation using the “mid-point scenario” which assumes that unvested options will be exercised halfway between vest and expiration date. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and experience. In addition to the above valuation assumptions, the Company estimates an annual forfeiture rate for unvested options and adjusts fair value expense accordingly. The Company monitors actual forfeiture activity and adjusts the rate from time to time as necessary.

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Restricted Stock

During the forty weeks ended July 1, 2012, the Company awarded 5,700 shares of restricted common stock pursuant to the Whole Foods Market 2009 Stock Incentive Plan. Fair value of the restricted share issuances on grant date totaled approximately $0.4 million and vests over a three-year term. The Company recorded approximately $0.1 million of share-based payment expense related to this transaction, included in the “General and administrative expenses” line item on the Consolidated Statements of Operations.

(12) Commitments and Contingencies

The Company is exposed to claims and litigation matters arising in the ordinary course of business and uses various methods to resolve these matters in a manner that we believe best serves the interests of our stakeholders. Our primary contingencies are associated with insurance and self-insurance obligations and litigation matters. Estimation of our insurance and self-insurance liabilities requires significant judgments, and actual claim settlements and associated expenses may differ from our current provisions for loss. We have exposures to loss contingencies arising from pending or threatened litigation for which assessing and estimating the outcomes of these matters involve substantial uncertainties.

The Company evaluates contingencies on an ongoing basis and has established loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated. Insurance and legal settlement liabilities are included in the “Other current liabilities” line item on the Consolidated Balance Sheets. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities.

(13) Related Party Transactions

The Company provides ongoing support to two independent non-profit organizations: Whole Planet Foundation and Whole Kids Foundation (the “Foundations”). Whole Planet Foundation’s mission is to empower the poor through microcredit, with a focus on developing-world communities that supply the Company’s stores with product. Whole Kids Foundation is 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.

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

Forward-looking Statements

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 risks 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 risks 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.

This information should be read in conjunction with the consolidated financial statements and the accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2011.

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 July 1, 2012, we operated 328 stores: 315 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 expansions 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 are focused on improving 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.

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Highlights for the Third Quarter of Fiscal Year 2012

In an economic environment that is proving to be difficult for many retailers, we are thriving and pleased to report another quarter of strong growth and excellent results for our stakeholders. For the twelve weeks ended July 1, 2012:

• Sales increased 13.6% over the same period of the prior year to $2.73 billion driven by an 8.2% comparable store sales increase. Identical store sales increased 8.0% over the prior year;

• Gross profit as a percentage of sales was 36.0%;

• Operating income as a percentage of sales totaled 6.9%;

• Diluted earnings per share increased 26.9% over the same period of the prior year to $0.63;

• Return on invested capital increased 192 basis points to 15.2%;

• We produced $211.3 million in cash flow from operations and invested $112.7 million in capital expenditures; and

• We had cash, restricted cash and investments totaling $1.46 billion.

Updated Outlook for Fiscal Year 2012 and Initial Outlook for Fiscal Year 2013

Based on our strong results for the twelve weeks ended July 1, 2012 and our higher expectations for the fourth fiscal quarter, we have raised our fiscal year 2012 guidance for operating margin to 6.4% and our diluted earnings per share range by $0.05 to $0.07. Our new fiscal year diluted earnings per share range of $2.51 to $2.52 includes the estimated impact on earnings from the extra week in the fourth fiscal quarter of approximately $0.06 per diluted share. The following table provides additional information on the Company’s results through July 1, 2012 and updated expectations for the remainder of fiscal year 2012.

	Forty weeks ended July 1, 2012	Implied fourth quarter of fiscal year 2012	Estimated fiscal year 2012
Sales growth	13.3%	22.9% - 23.9%	15.6% - 15.8%
Comparable store sales growth	8.8%	7.8% - 8.8%	8.6% - 8.8%
Identical store sales growth	8.4%	7.6% - 8.6%	8.2% - 8.4%
General and administrative expenses	3.2%	3.2%	3.2%
Diluted earnings per share	$1.92	$0.59 - $0.60	$2.51 - $2.52
Diluted earnings per share growth	26.9%	40.0% - 43.0%	30.0% - 31.0%

Fiscal year 2012 is a 53-week fiscal year, with the extra week falling in the fourth fiscal quarter. 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 13% to 14% and earnings per share growth of 27%.

The Company expects ending square footage growth of 7% in fiscal year 2012. The Company expects capital expenditures for fiscal year 2012 to be in the range of approximately $440 million to $450 million, which includes the opening of 25 new stores.

For fiscal year 2013, on a 52-week to 52-week basis, the Company expects sales growth approximately in line with fiscal year 2012, comparable store sales growth of 6.5% to 8.5%, identical store sales growth of 6.0% to 8.0%, and diluted earnings per share of $2.83 to $2.87, a year-over-year increase of 16% to 17%. The Company expects ending square footage growth of 7% to 8%, based on the opening of 28 to 32 new stores, four to six of which will be relocations.

16

Results of Operations

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

	Twelve weeks ended				Forty weeks ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold and occupancy costs	64.0		64.6		64.4		64.9
Gross profit	36.0		35.4		35.6		35.1
Direct store expenses	25.3		25.9		25.5		26.1
General and administrative expenses	3.2		3.0		3.2		3.1
Pre-opening expenses	0.4		0.5		0.4		0.4
Relocation, store closure and lease termination costs	0.1		0.1		0.1		0.1
Operating income	6.9		5.9		6.5		5.5
Investment and other income, net of interest	0.1		0.1		0.1		—
Income before income taxes	7.0		5.9		6.5		5.6
Provision for income taxes	2.7		2.2		2.5		2.1
Net income	4.3	%	3.7	%	4.0	%	3.4	%

Figures may not sum due to rounding.

Sales for the twelve and forty weeks ended July 1, 2012 totaled approximately $2.73 billion and $8.79 billion, respectively, increasing 13.6% and 13.3%, respectively, over the same periods of the prior fiscal year. Comparable store sales increased 8.2% and 8.8% during the twelve and forty weeks ended July 1, 2012, respectively. As of July 1, 2012, there were 307 locations in the comparable store base. Identical store sales, excluding six relocations and two expansions, increased 8.0% during the twelve weeks ended July 1, 2012. During the forty weeks ended July 1, 2012, identical store sales increased 8.4% and excluded six relocations and three expansions. Relocations and expansions are removed from the comparable calculation to reduce the impact of square footage growth on the comparison. Comparable and identical store sales for the twelve weeks ended July 1, 2012 include a negative impact of 62 basis points resulting from the shift of Easter from the third fiscal quarter of the prior year to the second fiscal quarter of the current year. At July 1, 2012, there were 24 stores that were opened or acquired fifty-two weeks or less which contributed approximately $121.7 million and $262.6 million to total sales during the twelve and forty weeks ended July 1, 2012, respectively. During the twelve weeks ended July 1, 2012, our transaction count in identical stores moderated to 6.4%, including a negative impact of three basis points resulting from the shift of Easter from the third fiscal quarter of the prior year to the second fiscal quarter of the current year.

The Company’s gross profit as a percentage of sales for the twelve and forty weeks ended July 1, 2012 was approximately 36.0% and 35.6%, respectively, compared to approximately 35.4% and 35.1%, respectively, for the same periods of the prior fiscal year. Gross margin increased62 basis points and 47 basis points for the twelve and forty weeks ended July 1, 2012, respectively, compared to the same periods of the prior fiscal year. The increase in gross profit as a percentage of sales for the twelve weeks ended July 1, 2012 was driven primarily by equal improvements in occupancy costs and cost of goods sold as a percentage of sales, while the increase in the forty weeks ended July 1, 2012 was primarily driven by occupancy cost improvements. Occupancy costs continue to be leveraged through strong disciplines through lease negotiation and were benefited by milder weather through much of the United States during the third fiscal quarter. Improved cost of goods sold during the twelve weeks ended July 1, 2012 reflect a focus on stronger buying and inventory management, including better shrink control and lower days inventory is on hand. We are confident that we will continue to see leverage in occupancy expenses, improvement in shrink control, and incremental leverage on the buy side. However, we think that leverage will be offset with our price investments as we continue to try to make ourselves more competitive relative to the marketplace.

Direct store expenses as a percentage of sales for the twelve and forty weeks ended July 1, 2012 were approximately 25.3% and 25.5%, respectively, compared to approximately 25.9% and 26.1%, respectively, for the same periods of the prior fiscal year. The 57 basis point and 54 basis point decrease in direct store expenses as a percentage of sales for the twelve and forty weeks ended July 1, 2012, respectively, primarily reflects leverage in healthcare expense and wages.

General and administrative expenses as a percentage of sales were consistent for the twelve and forty weeks ended July 1, 2012 at approximately 3.2% compared to approximately 3.0% and 3.1%, respectively, for the same periods of the prior fiscal year. The 16 basis point and 10 basis point increase in general and administrative expenses as a percentage of sales for the twelve and forty weeks ended July 1, 2012, respectively, was impacted by our higher stock price, resulting in increases in share-based payment related expenses.

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Pre-opening expenses totaled approximately $12.0 million and $32.9 million for the twelve and forty weeks ended July 1, 2012, respectively, and approximately $11.8 million and $30.0 million, respectively, the same periods of the prior fiscal year.

Relocation, store closure and lease termination costs totaled approximately $3.8 million and $8.1 million for the twelve and forty weeks ended July 1, 2012, respectively, compared to approximately $2.4 million and $6.5 million, respectively, for the same periods of the prior fiscal year.

The numbers of stores opened and relocated were as follows:

	Twelve weeks ended		Forty weeks ended
	July 1, 2012	July 3, 2011	July 1, 2012	July 3, 2011
New stores	8	4	17	9
Relocated stores	1	3	1	4

Investment and other income, net of interest expense, which includes interest income, investment gains and losses, rental income and other income, totaled approximately $2.1 million and $6.8 million for the twelve and forty weeks ended July 1, 2012, respectively, compared to approximately $1.7 million and $2.6 million, respectively, for the same periods of the prior fiscal year. The increase is primarily related to a reduction in interest expense due to the repayment of our term loan in fiscal year 2011.

Income taxes for the twelve and forty weeks ended July 1, 2012 resulted in an effective tax rate of approximately 38.6% compared to approximately 37.8% and 38.3%, respectively, for the same periods of the prior fiscal year.

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

	Twelve weeks ended						Forty weeks ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Cost of goods sold and occupancy costs	$	352		$	308		$	1,297		$	966
Direct store expenses	4,567			3,086			14,930			9,705
General and administrative expenses	4,461			2,848			12,912			8,419
Share-based payment expense before income taxes	9,380			6,242			29,139			19,090
Income tax benefit	(3,515		)	(2,322		)	(10,968		)	(7,198		)
Net share-based payment expense	$	5,865		$	3,920		$	18,171		$	11,892

Non-GAAP measures

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

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The Company defines ROIC as annualized adjusted earnings divided by average invested capital. Earnings are annualized on a 52-week basis. Adjustments to earnings are defined in the following tabular reconciliation. Invested capital represents a trailing four-quarter average.

	Twelve weeks ended						Forty weeks ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Net income	$	116,849		$	88,472		$	352,841		$	267,137
Interest expense, net of taxes	86			165			130			2,395
Adjusted earnings	116,935			88,637			352,971			269,532
Total rent expense, net of taxes (1)	48,200			45,084			156,983			146,565
Estimated depreciation on capitalized operating leases, net of tax (2)	(32,133		)	(30,056		)	(104,655		)	(97,710		)
Adjusted earnings, including interest related to operating leases	133,002			103,665			405,299			318,387
Annualized adjusted earnings	$	506,718		$	384,094		$	458,862		$	350,392
Annualized adjusted earnings, including interest related to operating leases	$	576,342		$	449,215		$	526,889		$	413,903
Average working capital, excluding current portion of long-term debt	$	817,921		$	453,139		$	817,921		$	453,139
Average property and equipment, net	2,041,235			1,922,665			2,041,235			1,922,665
Average other assets	915,603			896,410			915,603			896,410
Average other liabilities	(438,285		)	(377,486		)	(438,285		)	(377,486		)
Average invested capital	$	3,336,474		$	2,894,728		$	3,336,474		$	2,894,728
Average estimated asset base of capitalized operating leases (3)	2,640,875			2,451,152			2,640,875			2,451,152
Average invested capital, adjusted for capitalization of operating leases	$	5,977,349		$	5,345,880		$	5,977,349		$	5,345,880
ROIC	15.2%			13.3%			13.8%			12.1%
ROIC, adjusted for capitalization of operating leases	9.6%			8.4%			8.8%			7.7%

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

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

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

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):

	July 1, 2012		September 25, 2011
Cash and cash equivalents	$	135,457	$	212,004
Short-term investments - available-for-sale securities	933,486		442,320
Restricted cash	104,334		91,956
Total	$	1,173,277	$	746,280

Additionally, the Company had long-term investments in available-for-sale securities totaling approximately $282.7 million and $52.8 million at July 1, 2012 and September 25, 2011, respectively.

We generated cash flows from operating activities totaling approximately $727.3 million during the forty weeks ended July 1, 2012 compared to approximately $594.9 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 $1.07 billion for the forty weeks ended July 1, 2012 compared to approximately $142.6 million for the same period of the prior fiscal year. Net purchases of available-for-sale securities totaled approximately $733.7 million during the forty weeks ended July 1, 2012 compared to net sales of approximately $133.0 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

19

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 forty weeks ended July 1, 2012 totaled approximately $326.0 million, of which approximately $188.8 million was for new store development and approximately $137.2 million was for remodels and other additions. Capital expenditures for the forty weeks ended July 3, 2011 totaled approximately $271.6 million, of which approximately $156.0 million was for new store development and approximately $115.5 million was for remodels and other additions.

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 July 25, 2012	Total leases signed as of July 25, 2012 (1)
Number of stores (including relocations)	18	19	20	76
Number of relocations	6	1	2	9
New markets	—	6	9	23
Average store size (gross square feet)	39,400	34,900	34,600	36,100
Total square footage	708,700	662,600	691,900	2,764,500
Average tender period in months	12.5	8.5
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 six additional stores 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 76 stores in our store development pipeline. The following table provides information about the Company’s estimated store openings through fiscal year 2014:

	Estimated openings	Relocations	Average new store square footage	Ending square footage growth
Fiscal year 2012	25	1	34,000	7%
Fiscal year 2013	28 - 32	4 - 6	35,000	7% - 8%
Fiscal year 2014	33 - 38	2 - 3	37,000	8% - 9%

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 $266.6 million for the forty weeks ended July 1, 2012 compared to net cash used in financing activities of approximately $297.3 million for the same period of the prior fiscal year.

Net proceeds to the Company from team members’ stock plans for the forty weeks ended July 1, 2012 totaled approximately $325.2 million compared to approximately $210.9 million for the same period of the prior fiscal year. The Company intends to keep its broad-based stock option program in place, but also intends to limit the number of shares granted in any one year so that annual earnings dilution from share-based payment expense will not exceed 10%. The Company believes this strategy 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 July 1, 2012 and September 25, 2011, approximately 8.3 million shares and 11.7 million shares of our common stock, respectively, were available for future stock incentive grants.

20

During the first quarter of fiscal year 2012, the Company’s Board of Directors announced a 40% increase in the quarterly dividend to $0.14 per common share. 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	$	0.14	January 13, 2012	January 24, 2012	$	25,230
March 9, 2012	0.14		April 5, 2012	April 17, 2012	25,614
May 30, 2012 (1)	0.14		June 29, 2012	July 10, 2012	25,836
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 July 1, 2012

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

During the first quarter of fiscal year 2012, the Company’s Board of Directors authorized a share repurchase program in the amount of $200 million through November 1, 2013. During the first quarter of fiscal year 2012, the Company repurchased approximately 57,000 shares of Company common stock on the open market for a total of approximately $3.6 million. Additionally, the Company repurchased approximately 289,000 shares totaling approximately $25.0 million during the twelve weeks ended July 1, 2012. 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 discretion of the Company’s Board of Directors.

The Company has a $350 million revolving line of credit that extends to August 28, 2012. We currently do not intend to renew our revolving line of credit upon expiration. 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 July 1, 2012, the Company was in compliance with all applicable debt covenants. At July 1, 2012 and September 25, 2011, the Company had no amounts drawn under this agreement. The amount available to the Company under the agreement was $350 million at July 1, 2012. The amount available to the Company at September 25, 2011 was effectively reduced to approximately $348.6 million by outstanding letters of credit totaling approximately $1.4 million. 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, which was repaid during the forty weeks ended July 3, 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 July 1, 2012 (in thousands):

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Capital lease obligations (including interest)	$	39,125	$	2,114	$	4,289	$	4,099	$	28,623
Operating lease obligations (1)	6,444,453		310,130		724,093		754,710		4,655,520
Total	$	6,483,578	$	312,244	$	728,382	$	758,809	$	4,684,143

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

Gross unrecognized tax benefits and related interest and penalties at July 1, 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 July 1, 2012, the Company does not expect tax audit resolution will reduce its unrecognized tax benefits in the next twelve months.

21

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

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 $0.2 million for the forty weeks ended July 1, 2012 compared to an increase of approximately $2.1 million for the same period of the prior fiscal year. These changes principally reflect the relative strengthening of the Canadian dollar and pound sterling 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 July 1, 2012 consist of operating leases disclosed in the above contractual obligations table and outstanding letters of credit discussed in Note 7 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 as 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.

22

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.

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 quarterly period ended July 1, 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

23

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:	August 3, 2012	By:	/s/ Glenda Flanagan
		Glenda Flanagan
		Executive Vice President and Chief Financial Officer
		(Duly authorized officer and principal financial officer)

24

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:	August 3, 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:	August 3, 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:	August 3, 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 on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending July 1, 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

August 3, 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 on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending July 1, 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

August 3, 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 on Form 10-Q of Whole Foods Market, Inc. (the “Company”) for the period ending July 1, 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

August 3, 2012

XML

Reserves for Closed Properties (Details) (USD $)	9 Months Ended	12 Months Ended
	Jul. 01, 2012 Store	Sep. 25, 2011
Restructuring Reserve [Roll Forward]
Beginning balance	$ 44,702,000	$ 59,298,000
Additions	3,225,000	4,706,000
Usage	(7,676,000)	(17,805,000)
Adjustments	1,866,000	(1,497,000)
Ending Balance	42,117,000	44,702,000
New Closures, Number	3
Usage in store closure reserve - ongoing cash rental payments	7,700,000	10,100,000
Usage in store closure reserve - termination fees		7,700,000
Reserve adjustments offset to goodwill		$ 3,700,000

XML

Share-Based Payments (Details 3) (USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Jul. 01, 2012	Sep. 25, 2011
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	10,963	13,640
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 59.55	$ 48.99
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	5 years 4 months 2 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	3,030
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 40.32
Range of Exercise Prices from $11.12 to $25.30 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 11.12
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 25.30
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	1,322
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 18.60
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 9 months 11 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	750
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 18.53
Range of Exercise Prices from $27.62 to $36.97 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 27.62
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 36.97
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	610
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 27.88
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	1 year 0 months 15 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	590
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 27.66
Range of Exercise Prices from $40.83 to $56.99 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 40.83
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 56.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	2,219
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 40.85
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	5 years 4 months 24 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	716
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 40.83
Range of Exercise Prices from $62.49 to $66.81 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 62.49
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 66.81
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	3,228
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 63.07
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	5 years 1 month 2 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	974
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 64.40
Range of Exercise Prices from $81.62 to $88.54 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 81.62
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 88.54
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	3,584
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 88.46
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	6 years 10 months 2 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price

XML

Share-Based Payments (Details) (USD $) In Thousands, except Share data in Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011	Sep. 25, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based payment expense before income taxes	$ 9,380	$ 6,242	$ 29,139	$ 19,090
Income tax benefit	(3,515)	(2,322)	(10,968)	(7,198)
Net share-based payment expense	5,865	3,920	18,171	11,892
Common stock available for future stock option grants (in shares)	8.3		8.3		11.7
Cost of goods sold and occupancy costs [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based payment expense before income taxes	352	308	1,297	966
Direct store expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based payment expense before income taxes	4,567	3,086	14,930	9,705
General and administrative expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based payment expense before income taxes	$ 4,461	$ 2,848	$ 12,912	$ 8,419

XML

Fair Value Measurements (Details) (Fair value, Measurements, Recurring [Member], USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Sep. 25, 2011
Level 1 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Total	$ 31,139	$ 59,157
Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Total	1,223,876	511,924
Total [Member]
Assets, Fair Value Disclosure [Abstract]
Total	1,255,015	571,081
Money Market Funds [Member] | Level 1 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents	31,139	59,157
Money Market Funds [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents	31,139	59,157
Municipal Notes Bonds [Member] | Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents	7,650	3,791
Marketable securities - available-for-sale	875,027	316,662
Municipal Notes Bonds [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents	7,650	3,791
Marketable securities - available-for-sale	875,027	316,662
Corporate Bond Securities [Member] | Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable securities - available-for-sale	5,195	5,361
Corporate Bond Securities [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable securities - available-for-sale	5,195	5,361
Commercial Paper [Member] | Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents		12,998
Marketable securities - available-for-sale	2,999	67,964
Commercial Paper [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Cash Equivalents		12,998
Marketable securities - available-for-sale	2,999	67,964
Variable Rate Demand Obligation [Member] | Level 2 Inputs [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable securities - available-for-sale	333,005	105,148
Variable Rate Demand Obligation [Member] | Total [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable securities - available-for-sale	$ 333,005	$ 105,148

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Intangible Assets (Tables)

9 Months Ended

Jul. 01, 2012

Intangible Assets, Net (Excluding Goodwill) [Abstract]

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

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

	July 1, 2012					September 25, 2011
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	95,429	$	(34,337	)	$	96,019	$	(31,660	)
Definite-lived marketing-related and other	1,372		(1,060		)	1,547		(420		)
Indefinite-lived contract-based	2,123					1,748
	$	98,924	$	(35,397	)	$	99,314	$	(32,080	)

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

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

Remainder of fiscal year 2012	$	1,326
Fiscal year 2013	4,512
Fiscal year 2014	4,463
Fiscal year 2015	4,338
Fiscal year 2016	4,213
Future fiscal years	42,552
	$	61,404

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Related Party Transactions (Details)	9 Months Ended
	Jul. 01, 2012 Foundation
Related Party Transactions [Abstract]
Number of non-profit organizations	2

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Shareholders' Equity (Details) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended		4 Months Ended	9 Months Ended		12 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jan. 15, 2012	Jul. 01, 2012	Jul. 03, 2011	Sep. 25, 2011
Dividends Per Common Share [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.14	$ 0.10		$ 0.42	$ 0.30	$ 0.40
Dividends Payable, Date to be Paid, Day, Month and Year	Jul. 10, 2012
Dividends Payable, Date of Record, Day, Month and Year	Jun. 29, 2012
Dividends payable	$ 25,836,000			$ 25,836,000		$ 17,827,000
Dividends, Common Stock, Cash				76,680,000		70,447,000
Common Stock [Abstract]
Common stock, shares authorized	600,000			600,000		300,000
Treasury Stock [Abstract]
Stock Repurchase Program, Authorized Amount			200,000,000
Treasury Stock, Shares, Acquired	289			346
Treasury Stock, Value, Acquired, Cost Method				$ 28,599,000
Treasury Stock Acquired, Average Cost Per Share	$ 86.40			$ 82.69

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Intangible Assets (Details) (USD $)	3 Months Ended		9 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011	Sep. 25, 2011
Finite and Indefinite-Lived Intangible Assets
Gross carrying amount	$ 98,924,000		$ 98,924,000		$ 99,314,000
Accumulated amortization	(35,397,000)		(35,397,000)		(32,080,000)
Amortization of intangible assets	1,300,000	1,600,000	4,400,000	5,400,000
Definite-lived contract-based [Member]
Finite and Indefinite-Lived Intangible Assets
Gross carrying amount	95,429,000		95,429,000		96,019,000
Accumulated amortization	(34,337,000)		(34,337,000)		(31,660,000)
Definite-lived marketing-related and other [Member]
Finite and Indefinite-Lived Intangible Assets
Gross carrying amount	1,372,000		1,372,000		1,547,000
Accumulated amortization	(1,060,000)		(1,060,000)		(420,000)
Indefinite-lived contract-based [Member]
Finite and Indefinite-Lived Intangible Assets
Gross carrying amount	$ 2,123,000		$ 2,123,000		$ 1,748,000

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Share-Based Payments (Details 2) (USD $)	9 Months Ended
	Jul. 01, 2012	Sep. 25, 2011
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 27.30
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value	$ 161,000,000
Unrecognized share-based payment expense, net of estimated forfeitures	147,100,000	97,400,000
Nonvested outstanding stock options (in shares)	7,100,000	6,500,000
Weighted average period for recognition of unrecognized share-based payment expense (in years)	3 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	13,640,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	3,610,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	(5,967,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period	(49,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	(271,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	10,963,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	10,101,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	3,030,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 48.99
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 88.46
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 53.37
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price	$ 52.05
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	$ 47.59
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 59.55
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 58.45
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 40.32
Weighted Average Remaining Contractual Life [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	5 years 4 months 2 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term	5 years 3 months 7 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	3 years 4 months 24 days
Aggregate Intrinsic Value [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	392,140,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	372,436,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 166,651,000

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Recent Accounting Pronouncements

9 Months Ended

Jul. 01, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

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

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 June 2011, the FASB issued Accounting Standards Update (“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.

In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” which amends ASC 350, “Intangibles - Goodwill and Other.” The amended guidance simplifies how entities test for impairment of indefinite-lived intangible assets. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount as a basis for determining if performing a quantitative test is necessary. The amendments do not change the measurement of impairment losses. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The provisions are effective for the Company’s first quarter of the fiscal year ending September 29, 2013. We do not expect the adoption of these provisions to have a significant effect on our consolidated financial statements.

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Shareholders' Equity (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011	Sep. 25, 2011
Comprehensive Income Disclosure [Abstract]
Net income	$ 116,849	$ 88,472	$ 352,841	$ 267,137	$ 342,612
Foreign currency translation adjustments	(2,587)	(1,188)	524	4,201	(1,209)
Reclassification adjustments for amounts included in net income				245	245
Change in unrealized gains and losses, net of income taxes	(123)	31	(138)	14	9
Comprehensive income	$ 114,139	$ 87,315	$ 353,227	$ 271,597	$ 341,657

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Share-Based Payments (Tables)

9 Months Ended

Jul. 01, 2012

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

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

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

	Twelve weeks ended						Forty weeks ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Cost of goods sold and occupancy costs	$	352		$	308		$	1,297		$	966
Direct store expenses	4,567			3,086			14,930			9,705
General and administrative expenses	4,461			2,848			12,912			8,419
Share-based payment expense before income taxes	9,380			6,242			29,139			19,090
Income tax benefit	(3,515		)	(2,322		)	(10,968		)	(7,198		)
Net share-based payment expense	$	5,865		$	3,920		$	18,171		$	11,892

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table summarizes option activity during the forty weeks ended July 1, 2012 (in thousands, except per share amounts and contractual lives in years):

	Number of options outstanding		Weighted average exercise price		Weighted average remaining contractual life	Aggregate intrinsic value
Outstanding options at September 25, 2011	13,640		$	48.99
Options granted	3,610		88.46
Options exercised	(5,967	)	53.37
Options expired	(49	)	52.05
Options forfeited	(271	)	47.59
Outstanding options at July 1, 2012	10,963		$	59.55	5.34	$	392,140
Vested/expected to vest at July 1, 2012	10,101		$	58.45	5.27	$	372,436
Exercisable options at July 1, 2012	3,030		$	40.32	3.40	$	166,651

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

A summary of options outstanding and exercisable at July 1, 2012 follows (share amounts in thousands):

Range of Exercise Prices				Options Outstanding				Options Exercisable
From		To		Number of options outstanding	Weighted average exercise price		Weighted average remaining life (in years)	Number of options exercisable	Weighted average exercise price
$	11.12	$	25.30	1,322	$	18.60	3.78	750	$	18.53
27.62		36.97		610	27.88		1.04	590	27.66
40.83		56.99		2,219	40.85		5.40	716	40.83
62.49		66.81		3,228	63.07		5.09	974	64.40
81.62		88.54		3,584	88.46		6.84	—	—
Total				10,963	$	59.55	5.34	3,030	$	40.32

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair value of stock option grants has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	2012		2011
Expected dividend yield	0.800	%	0.698	%
Risk-free interest rate	0.58	%	1.76	%
Expected volatility	40.89	%	43.84	%
Expected life, in years	4.14		4.18

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Earnings per Share (Tables)

9 Months Ended

Jul. 01, 2012

Earnings Per Share [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block]

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

	Twelve weeks ended					Forty weeks ended
	July 1, 2012			July 3, 2011		July 1, 2012			July 3, 2011
Net income (numerator for basic and diluted earnings per share)	$	116,849		$	88,472	$	352,841		$	267,137
Weighted average common shares outstanding	183,734			176,444		181,574			174,457
Less: Unvested restricted stock	(5		)	—		(4		)	—
Weighted average common shares outstanding (denominator for basic earnings per share)	183,729			176,444		181,570			174,457
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	2,176			2,166		2,187			2,056
Dilutive impact of restricted stock	2			—		1			—
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	185,907			178,610		183,758			176,513
Basic earnings per share	$	0.64		$	0.50	$	1.94		$	1.53
Diluted earnings per share	$	0.63		$	0.50	$	1.92		$	1.51

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Earnings per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011	Sep. 25, 2011
Earnings Per Share Reconciliation [Abstract]
Net Income (numerator for basic and diluted earnings per share)	$ 116,849	$ 88,472	$ 352,841	$ 267,137	$ 342,612
Weighted average number of shares outstanding before adjustment basic	183,734	176,444	181,574	174,457
Weighted average number of shares restricted stock unvested	(5)		(4)
Weighted average common shares outstanding (denominator for basic earnings per share)	183,729	176,444	181,570	174,457
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	185,907	178,610	183,758	176,513
Basic earnings per share (in dollars per share)	$ 0.64	$ 0.50	$ 1.94	$ 1.53
Diluted earnings per share (in dollars per share)	$ 0.63	$ 0.50	$ 1.92	$ 1.51
Stock Options [Member]
Potential common shares outstanding [Abstract]
Incremental common shares attributable to share-based payment arrangements	2,176	2,166	2,187	2,056
Restricted Stock [Member]
Potential common shares outstanding [Abstract]
Incremental common shares attributable to share-based payment arrangements	2		1

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Basis of Presentation (Details)	9 Months Ended	12 Months Ended
	Jul. 01, 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

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Basis of Presentation (Details 2)	3 Months Ended		9 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Percentage sales by geographic area
Percentage of Total Sales	100.00%	100.00%	100.00%	100.00%
United States [Member]
Percentage sales by geographic area
Percentage of Total Sales	96.70%	96.80%	96.80%	96.90%
Canada and United Kingdom [Member]
Percentage sales by geographic area
Percentage of Total Sales	3.30%	3.20%	3.20%	3.10%

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Basis of Presentation

9 Months Ended

Jul. 01, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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

Basis of Presentation

The accompanying unaudited consolidated financial statements of Whole Foods Market, Inc. and its consolidated subsidiaries (collectively “Whole Foods Market,” “Company,” or “We”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, 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:

	Twelve weeks ended				Forty weeks ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Sales:
United States	96.7	%	96.8	%	96.8	%	96.9	%
Canada and United Kingdom	3.3		3.2		3.2		3.1
Total sales	100.0	%	100.0	%	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:

	July 1, 2012		September 25, 2011
Long-lived assets, net:
United States	95.6	%	95.9	%
Canada and United Kingdom	4.4		4.1
Total long-lived assets, net	100.0	%	100.0	%

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Basis of Presentation (Details 3)	Jul. 01, 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 [Member]
Percentage net long-lived assets by geographic area
Percentage of Total Net Long-Lived Assets	95.60%	95.90%
Canada and United Kingdom [Member]
Percentage net long-lived assets by geographic area
Percentage of Total Net Long-Lived Assets	4.40%	4.10%

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Long-Term Debt (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Jul. 01, 2012	Sep. 25, 2011	Sep. 26, 2010
Debt Disclosure [Abstract]
Revolving line of credit secured by pledge, maximum available	$ 350
Amount available to entity under line of credit facility	350.0	348.6
Outstanding letters of credit		1.4
Term loan, face amount			700
Term Loan Repayment Period	5 years
Term loan			$ 490

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Sep. 25, 2011
Current assets:
Cash and cash equivalents	$ 135,457	$ 212,004
Short-term investments - available-for-sale securities	933,486	442,320
Restricted cash	104,334	91,956
Accounts receivable	178,841	175,310
Merchandise inventories	375,713	336,799
Prepaid expenses and other current assets	70,208	73,579
Deferred income taxes	127,519	121,176
Total current assets	1,925,558	1,453,144
Property and equipment, net of accumulated depreciation and amortization	2,111,840	1,997,212
Long-term investments - available-for-sale securities	282,740	52,815
Goodwill	662,938	662,938
Intangible assets, net of accumulated amortization	63,527	67,234
Deferred income taxes	33,098	50,148
Other assets	9,185	8,584
Total assets	5,088,886	4,292,075
Current liabilities:
Current installments of capital lease obligations	364	466
Accounts payable	239,579	236,913
Accrued payroll, bonus and other benefits due team members	319,989	281,587
Dividends payable	25,836	17,827
Other current liabilities	371,470	342,568
Total current liabilities	957,238	879,361
Long-term capital lease obligations, less current installments	18,756	17,439
Deferred lease liabilities	418,687	353,776
Other long-term liabilities	52,900	50,194
Total liabilities	1,447,581	1,300,770
Shareholders’ equity:
Common stock, no par value, 600,000 and 300,000 shares authorized; 184,900 and 178,886 shares issued; 184,554 and 178,886 shares oustanding at 2012 and 2011, respectively	2,523,024	2,120,972
Common stock in treasury, at cost	(28,599)
Accumulated other comprehensive income (loss)	222	(164)
Retained earnings	1,146,658	870,497
Total shareholders' equity	3,641,305	2,991,305
Commitments and contingencies
Total liabilities and shareholders' equity	$ 5,088,886	$ 4,292,075

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Earnings per Share (Details 2) (Stock Options [Member]) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1.8	5.9	0.5	6.5

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Consolidated Statements of Shareholders' Equity and Comprehensive Income (Parenthetical) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011	Sep. 25, 2011
Statement of Stockholders' Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.14	$ 0.10	$ 0.42	$ 0.30	$ 0.40

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Investments (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Jul. 01, 2012	Sep. 25, 2011
Investments [Abstract]
Aggregate available-for-sale securities with unrealized holding losses	$ 479.6	$ 74.5
Short-term Investment Average Effective Maturity Period (in months)	5 months	4 months
Long-term Investment Average Effective Maturity Period (in months)	16 months	15 months

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Basis of Presentation (Tables)

9 Months Ended

Jul. 01, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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

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

	Twelve weeks ended				Forty weeks ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Sales:
United States	96.7	%	96.8	%	96.8	%	96.9	%
Canada and United Kingdom	3.3		3.2		3.2		3.1
Total sales	100.0	%	100.0	%	100.0	%	100.0	%

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

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

	July 1, 2012		September 25, 2011
Long-lived assets, net:
United States	95.6	%	95.9	%
Canada and United Kingdom	4.4		4.1
Total long-lived assets, net	100.0	%	100.0	%

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Investments (Details 2) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Sep. 25, 2011
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Current	$ 933,486	$ 442,320
Available-for-sale Securities, Noncurrent	282,740	52,815
Available-for-sale Securities, Current [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	933,452	442,043
Available-for-sale Securities, Gross Unrealized Gains	180	293
Available-for-sale Securities, Gross Unrealized Losses	(146)	(16)
Available-for-sale Securities, Current	933,486	442,320
Available-for-sale Securities, Current [Member] | Municipal Notes [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	592,280	268,945
Available-for-sale Securities, Gross Unrealized Gains	153	279
Available-for-sale Securities, Gross Unrealized Losses	(146)	(16)
Available-for-sale Securities, Current	592,287	269,208
Available-for-sale Securities, Current [Member] | Corporate Bond Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	5,170
Available-for-sale Securities, Gross Unrealized Gains	25
Available-for-sale Securities, Gross Unrealized Losses
Available-for-sale Securities, Current	5,195
Available-for-sale Securities, Current [Member] | Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	2,997	67,950
Available-for-sale Securities, Gross Unrealized Gains	2	14
Available-for-sale Securities, Gross Unrealized Losses
Available-for-sale Securities, Current	2,999	67,964
Available-for-sale Securities, Current [Member] | Variable Rate Demand Obligation [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	333,005	105,148
Available-for-sale Securities, Gross Unrealized Gains
Available-for-sale Securities, Gross Unrealized Losses
Available-for-sale Securities, Current	333,005	105,148
Available-for-sale Securities, Noncurrent [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	282,639	52,732
Available-for-sale Securities, Gross Unrealized Gains	240	93
Available-for-sale Securities, Gross Unrealized Losses	(139)	(10)
Available-for-sale Securities, Noncurrent	282,740	52,815
Available-for-sale Securities, Noncurrent [Member] | Corporate Bond Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis		5,345
Available-for-sale Securities, Gross Unrealized Gains		16
Available-for-sale Securities, Gross Unrealized Losses
Available-for-sale Securities, Noncurrent		5,361
Available-for-sale Securities, Noncurrent [Member] | Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	282,639	47,387
Available-for-sale Securities, Gross Unrealized Gains	240	77
Available-for-sale Securities, Gross Unrealized Losses	(139)	(10)
Available-for-sale Securities, Noncurrent	$ 282,740	$ 47,454

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Investments (Tables)

9 Months Ended

Jul. 01, 2012

Investments [Abstract]

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

The Company held the following investments as of the dates indicated (in thousands):

July 1, 2012	Adjusted cost		Unrealized gains		Unrealized losses			Fair value
Short-term marketable securities - available-for-sale:
Municipal bonds	$	592,280	$	153	$	(146	)	$	592,287
Corporate bonds	5,170		25		—			5,195
Commercial paper	2,997		2		—			2,999
Variable rate demand notes	333,005		—		—			333,005
Total short-term marketable securities	$	933,452	$	180	$	(146	)	$	933,486
Long-term marketable securities - available-for-sale:
Municipal bonds	$	282,639	$	240	$	(139	)	$	282,740
Total long-term marketable securities	$	282,639	$	240	$	(139	)	$	282,740

September 25, 2011	Adjusted cost		Unrealized gains		Unrealized losses			Fair value
Short-term marketable securities - available-for-sale:
Municipal bonds	$	268,945	$	279	$	(16	)	$	269,208
Commercial paper	67,950		14		—			67,964
Variable rate demand notes	105,148		—		—			105,148
Total short-term marketable securities	$	442,043	$	293	$	(16	)	$	442,320
Long-term marketable securities - available-for-sale:
Municipal bonds	$	47,387	$	77	$	(10	)	$	47,454
Corporate bonds	5,345		16		—			5,361
Total long-term marketable securities	$	52,732	$	93	$	(10	)	$	52,815

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Cash flows from operating activities
Net income	$ 352,841	$ 267,137
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	234,901	219,082
Loss on disposition of fixed assets	1,529	1,478
Share-based payment expense	29,139	19,090
LIFO expense	2,000	6,500
Deferred income tax expense	10,822	45,916
Excess tax benefit related to exercise of team member stock options	(38,858)	(16,934)
Accretion of premium/discount on marketable securities	8,878	4,613
Deferred lease liabilities	58,717	42,501
Other	1,827	(216)
Net change in current assets and liabilities:
Accounts receivable	(12,088)	(20,692)
Merchandise inventories	(40,805)	(30,483)
Prepaid expenses and other current assets	3,062	(29,262)
Accounts payable	2,549	14,600
Accrued payroll, bonus and other benefits due team members	38,338	27,766
Other current liabilities	71,812	50,191
Net change in other long-term liabilities	2,668	(6,427)
Net cash provided by operating activities	727,332	594,860
Cash flows from investing activities
Development costs of new locations	(188,770)	(156,048)
Other property and equipment expenditures	(137,225)	(115,530)
Purchase of available-for-sale securities	(2,303,463)	(924,287)
Sale of available-for-sale securities	1,569,715	1,057,312
Decrease (increase) in restricted cash and marketable securities	(8,824)	326
Other investing activities	(2,080)	(4,341)
Net cash used in investing activities	(1,070,647)	(142,568)
Cash flows from financing activities
Common stock dividends paid	(68,671)	(34,920)
Issuance of common stock	325,233	210,927
Purchase of treasury stock	(28,599)
Excess tax benefit related to exercise of team member stock options	38,858	16,934
Payments on long-term debt and capital lease obligations	(221)	(490,258)
Net cash provided by (used in) financing activities	266,600	(297,317)
Effect of exchange rate changes on cash and cash equivalents	168	2,136
Net change in cash and cash equivalents	(76,547)	157,111
Cash and cash equivalents at beginning of period	212,004	131,996
Cash and cash equivalents at end of period	135,457	289,107
Supplemental disclosures of cash flow information:
Interest paid	2,032	15,060
Federal and state income taxes paid	$ 154,245	$ 144,347

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Sep. 25, 2011
Statement of Financial Position [Abstract]
Common stock, shares authorized	600,000	300,000
Common stock, shares issued	184,900	178,886
Common stock, shares outstanding	184,554	178,886
Common stock, par value

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Earnings per Share

9 Months Ended

Jul. 01, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Earnings per Share

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

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

	Twelve weeks ended					Forty weeks ended
	July 1, 2012			July 3, 2011		July 1, 2012			July 3, 2011
Net income (numerator for basic and diluted earnings per share)	$	116,849		$	88,472	$	352,841		$	267,137
Weighted average common shares outstanding	183,734			176,444		181,574			174,457
Less: Unvested restricted stock	(5		)	—		(4		)	—
Weighted average common shares outstanding (denominator for basic earnings per share)	183,729			176,444		181,570			174,457
Potential common shares outstanding:
Incremental shares from assumed exercise of stock options	2,176			2,166		2,187			2,056
Dilutive impact of restricted stock	2			—		1			—
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	185,907			178,610		183,758			176,513
Basic earnings per share	$	0.64		$	0.50	$	1.94		$	1.53
Diluted earnings per share	$	0.63		$	0.50	$	1.92		$	1.51

The computation of diluted earnings per share for the twelve and forty weeks ended July 1, 2012 does not include options to purchase approximately 1.8 million shares and 0.5 million shares of common stock, respectively, due to their antidilutive effect. For the twelve and forty weeks ended July 3, 2011, the computation of diluted earnings per share does not include options to purchase approximately 5.9 million shares and 6.5 million shares of common stock, respectively, due to their antidilutive effect.

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Document and Entity	9 Months Ended
	Jul. 01, 2012	Jul. 27, 2012
Entity Information [Line Items]
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	Jul. 01, 2012
Document Fiscal Year Focus	2012
Entity Common Stock, Shares Outstanding		184,667,400
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Current Reporting Status	Yes

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Share-Based Payments

9 Months Ended

Jul. 01, 2012

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

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

Share-Based Payments

Total share-based payment expense before income taxes recognized during the twelve and forty weeks ended July 1, 2012 was approximately $9.4 million and $29.1 million, respectively, compared to approximately $6.2 million and $19.1 million, respectively, for the same periods of the prior fiscal year. Share-based payment expense was included in the following line items on the Consolidated Statements of Operations for the periods indicated (in thousands):

	Twelve weeks ended						Forty weeks ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Cost of goods sold and occupancy costs	$	352		$	308		$	1,297		$	966
Direct store expenses	4,567			3,086			14,930			9,705
General and administrative expenses	4,461			2,848			12,912			8,419
Share-based payment expense before income taxes	9,380			6,242			29,139			19,090
Income tax benefit	(3,515		)	(2,322		)	(10,968		)	(7,198		)
Net share-based payment expense	$	5,865		$	3,920		$	18,171		$	11,892

Stock Options

At July 1, 2012 and September 25, 2011, approximately 8.3 million shares and 11.7 million shares of the Company’s common stock, respectively, were available for future stock incentive grants.

On May 11, 2012, the Company issued its annual grant of options to team members and directors. The following table summarizes option activity during the forty weeks ended July 1, 2012 (in thousands, except per share amounts and contractual lives in years):

	Number of options outstanding		Weighted average exercise price		Weighted average remaining contractual life	Aggregate intrinsic value
Outstanding options at September 25, 2011	13,640		$	48.99
Options granted	3,610		88.46
Options exercised	(5,967	)	53.37
Options expired	(49	)	52.05
Options forfeited	(271	)	47.59
Outstanding options at July 1, 2012	10,963		$	59.55	5.34	$	392,140
Vested/expected to vest at July 1, 2012	10,101		$	58.45	5.27	$	372,436
Exercisable options at July 1, 2012	3,030		$	40.32	3.40	$	166,651

The weighted average fair value per option granted during the forty weeks ended July 1, 2012 was $27.30. The aggregate intrinsic value of stock options at exercise, represented in the table above, was approximately $161.0 million. At July 1, 2012 and September 25, 2011, there was approximately $147.1 million and $97.4 million of unrecognized share-based payment expense, respectively, related to nonvested stock options, net of estimated forfeitures, related to approximately 7.1 million shares and 6.5 million shares, respectively. We anticipate this expense to be recognized over a weighted average period of approximately 3.5 years.

A summary of options outstanding and exercisable at July 1, 2012 follows (share amounts in thousands):

Range of Exercise Prices				Options Outstanding				Options Exercisable
From		To		Number of options outstanding	Weighted average exercise price		Weighted average remaining life (in years)	Number of options exercisable	Weighted average exercise price
$	11.12	$	25.30	1,322	$	18.60	3.78	750	$	18.53
27.62		36.97		610	27.88		1.04	590	27.66
40.83		56.99		2,219	40.85		5.40	716	40.83
62.49		66.81		3,228	63.07		5.09	974	64.40
81.62		88.54		3,584	88.46		6.84	—	—
Total				10,963	$	59.55	5.34	3,030	$	40.32

The fair value of stock option grants has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	2012		2011
Expected dividend yield	0.800	%	0.698	%
Risk-free interest rate	0.58	%	1.76	%
Expected volatility	40.89	%	43.84	%
Expected life, in years	4.14		4.18

Risk-free interest rate is based on the U.S. Treasury yield curve on the date of the grant for the time period equal to the expected term of the grant. Expected volatility is calculated using a ratio of implied volatility based on the Newton-Raphson method of bisection, and four or six year historical volatilities based on the expected life of each tranche of options. The Company determined the use of implied volatility versus historical volatility represents a more accurate calculation of option fair value. Expected life is calculated in two tranches based on weighted average percentage of unexpired options and exercise-after-vesting information over the last five or seven years. Unvested options are included in the term calculation using the “mid-point scenario” which assumes that unvested options will be exercised halfway between vest and expiration date. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and experience. In addition to the above valuation assumptions, the Company estimates an annual forfeiture rate for unvested options and adjusts fair value expense accordingly. The Company monitors actual forfeiture activity and adjusts the rate from time to time as necessary.

Restricted Stock

During the forty weeks ended July 1, 2012, the Company awarded 5,700 shares of restricted common stock pursuant to the Whole Foods Market 2009 Stock Incentive Plan. Fair value of the restricted share issuances on grant date totaled approximately $0.4 million and vests over a three-year term. The Company recorded approximately $0.1 million of share-based payment expense related to this transaction, included in the “General and administrative expenses” line item on the Consolidated Statements of Operations.

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Income Statement [Abstract]
Sales	$ 2,727,279	$ 2,399,781	$ 8,788,501	$ 7,753,954
Cost of goods sold and occupancy costs	1,745,910	1,551,101	5,659,307	5,029,717
Gross profit	981,369	848,680	3,129,194	2,724,237
Direct store expenses	689,917	620,827	2,242,613	2,020,193
General and administrative expenses	87,439	73,073	277,715	237,245
Pre-opening expenses	11,997	11,784	32,898	29,967
Relocation, store closure and lease termination costs	3,828	2,371	8,059	6,520
Operating income	188,188	140,625	567,909	430,312
Investment and other income, net of interest	2,119	1,672	6,752	2,649
Income before income taxes	190,307	142,297	574,661	432,961
Provision for income taxes	73,458	53,825	221,820	165,824
Net income	$ 116,849	$ 88,472	$ 352,841	$ 267,137
Basic earnings per share (in dollars per share)	$ 0.64	$ 0.50	$ 1.94	$ 1.53
Weighted average shares outstanding (in shares)	183,729	176,444	181,570	174,457
Diluted earnings per share (in dollars per share)	$ 0.63	$ 0.50	$ 1.92	$ 1.51
Weighted average shares outstanding, diluted basis (in shares)	185,907	178,610	183,758	176,513
Dividends declared per common share (in dollars per share)	$ 0.14	$ 0.10	$ 0.42	$ 0.30

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Intangible Assets

9 Months Ended

Jul. 01, 2012

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets Disclosure [Text Block]

Intangible Assets

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

	July 1, 2012					September 25, 2011
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	95,429	$	(34,337	)	$	96,019	$	(31,660	)
Definite-lived marketing-related and other	1,372		(1,060		)	1,547		(420		)
Indefinite-lived contract-based	2,123					1,748
	$	98,924	$	(35,397	)	$	99,314	$	(32,080	)

Amortization associated with intangible assets totaled approximately $1.3 million and $4.4 million for the twelve and forty weeks ended July 1, 2012, respectively, and approximately $1.6 million and $5.4 million, respectively, for the same periods of the prior fiscal year. Future amortization associated with the net carrying amount of definite-lived intangible assets is estimated to be approximately as follows (in thousands):

Remainder of fiscal year 2012	$	1,326
Fiscal year 2013	4,512
Fiscal year 2014	4,463
Fiscal year 2015	4,338
Fiscal year 2016	4,213
Future fiscal years	42,552
	$	61,404

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Investments

9 Months Ended

Jul. 01, 2012

Investments [Abstract]

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

Investments

The Company holds investments in marketable securities, generally municipal bonds, corporate bonds, commercial paper and variable rate demand notes, that are classified as either short- or long-term available-for-sale securities. The Company held the following investments as of the dates indicated (in thousands):

July 1, 2012	Adjusted cost		Unrealized gains		Unrealized losses			Fair value
Short-term marketable securities - available-for-sale:
Municipal bonds	$	592,280	$	153	$	(146	)	$	592,287
Corporate bonds	5,170		25		—			5,195
Commercial paper	2,997		2		—			2,999
Variable rate demand notes	333,005		—		—			333,005
Total short-term marketable securities	$	933,452	$	180	$	(146	)	$	933,486
Long-term marketable securities - available-for-sale:
Municipal bonds	$	282,639	$	240	$	(139	)	$	282,740
Total long-term marketable securities	$	282,639	$	240	$	(139	)	$	282,740

September 25, 2011	Adjusted cost		Unrealized gains		Unrealized losses			Fair value
Short-term marketable securities - available-for-sale:
Municipal bonds	$	268,945	$	279	$	(16	)	$	269,208
Commercial paper	67,950		14		—			67,964
Variable rate demand notes	105,148		—		—			105,148
Total short-term marketable securities	$	442,043	$	293	$	(16	)	$	442,320
Long-term marketable securities - available-for-sale:
Municipal bonds	$	47,387	$	77	$	(10	)	$	47,454
Corporate bonds	5,345		16		—			5,361
Total long-term marketable securities	$	52,732	$	93	$	(10	)	$	52,815

At July 1, 2012 and September 25, 2011, available-for-sale securities totaling approximately $479.6 million and $74.5 million, respectively, were in unrealized loss positions.

At July 1, 2012, the average effective maturity of the Company’s short- and long-term investments was approximately 5 months and 16 months, respectively, compared to approximately 4 months and 15 months, respectively, at September 25, 2011.

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Fair Value Measurements (Tables)

9 Months Ended

Jul. 01, 2012

Fair Value Disclosures [Abstract]

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

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

July 1, 2012	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	31,139	$	—	$	—	$	31,139
Municipal bonds	—		7,650		—		7,650
Marketable securities - available-for-sale:
Municipal bonds	—		875,027		—		875,027
Corporate bonds	—		5,195		—		5,195
Commercial paper	—		2,999		—		2,999
Variable rate demand notes	—		333,005		—		333,005
Total	$	31,139	$	1,223,876	$	—	$	1,255,015

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
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	$	59,157	$	511,924	$	—	$	571,081

Fair Value Measurements, Nonrecurring [Table Text Block]

Fair value adjustments reduced the carrying value of related long-lived assets to zero and were included in the following line items on the Consolidated Statements of Operations for the periods indicated (in thousands):

	Twelve weeks ended				Forty weeks ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Direct store expenses	$	24	$	31	$	44	$	532
General and administrative expenses	4		—		1,182		—
Relocation, store closure and lease termination costs	1,300		76		1,300		156
Total impairment of long-lived assets	$	1,328	$	107	$	2,526	$	688

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Commitments and Contingencies

9 Months Ended

Jul. 01, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

The Company is exposed to claims and litigation matters arising in the ordinary course of business and uses various methods to resolve these matters in a manner that we believe best serves the interests of our stakeholders. Our primary contingencies are associated with insurance and self-insurance obligations and litigation matters. Estimation of our insurance and self-insurance liabilities requires significant judgments, and actual claim settlements and associated expenses may differ from our current provisions for loss. We have exposures to loss contingencies arising from pending or threatened litigation for which assessing and estimating the outcomes of these matters involve substantial uncertainties.

The Company evaluates contingencies on an ongoing basis and has established loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated. Insurance and legal settlement liabilities are included in the “Other current liabilities” line item on the Consolidated Balance Sheets. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities.

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Income Taxes

9 Months Ended

Jul. 01, 2012

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Income Taxes

Income taxes for both the twelve and forty weeks ended July 1, 2012 resulted in an effective tax rate of approximately 38.6%, compared to approximately 37.8% and 38.3%, respectively, for the same periods of the prior fiscal year. Income taxes receivable totaled approximately $9.5 million and $14.8 million at July 1, 2012 and September 25, 2011, respectively.

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Reserves for Closed Properties

9 Months Ended

Jul. 01, 2012

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

Reserves for Closed Properties

Following is a summary of store closure reserve activity during the forty weeks ended July 1, 2012 and fiscal year ended September 25, 2011 (in thousands):

	July 1, 2012			September 25, 2011
Beginning balance	$	44,702		$	59,298
Additions	3,225			4,706
Usage	(7,676		)	(17,805		)
Adjustments	1,866			(1,497		)
Ending balance	$	42,117		$	44,702

Additions to store closure reserves relate to the accretion of interest on existing reserves and three new closures. Usage included approximately $7.7 million in ongoing cash rental payments during the forty weeks ended July 1, 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.

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Long-Term Debt

9 Months Ended

Jul. 01, 2012

Debt Disclosure [Abstract]

Long-term Debt [Text Block]

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 July 1, 2012, the Company was in compliance with all applicable debt covenants. At July 1, 2012 and September 25, 2011, the Company had no amounts drawn under this agreement. The amount available to the Company under the agreement was $350 million at July 1, 2012. The amount available to the Company at September 25, 2011 was effectively reduced to approximately $348.6 million by outstanding letters of credit totaling approximately $1.4 million. 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, which was repaid during the forty weeks ended July 3, 2011.

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Shareholders' Equity

9 Months Ended

Jul. 01, 2012

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Shareholders’ Equity

Dividends per Common Share

During the twelve weeks ended July 1, 2012, the Company’s Board of Directors declared a cash dividend to shareholders of $0.14 per common share, payable on July 10, 2012 to shareholders of record on June 29, 2012. Approximately $25.8 million was included in the “Dividends payable” line item on the Consolidated Balance Sheets at July 1, 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.

Common Stock

During the second quarter of fiscal year 2012, the Company’s shareholders approved an increase in the number of authorized shares of the Company’s common stock from 300 million to 600 million.

Treasury Stock

During the first quarter of fiscal year 2012, the Company’s Board of Directors authorized a $200 million stock repurchase program through November 1, 2013. The Company repurchased approximately 289,000 shares and 346,000 shares of the Company’s common stock on the open market during the twelve and forty weeks ended July 1, 2012, respectively. The total cost of shares held in treasury at July 1, 2012 was approximately $28.6 million. The average price per share paid for shares held in treasury was $86.40 and $82.69 from repurchases during the twelve and forty weeks ended July 1, 2012, respectively. 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 discretion of the Company’s Board of Directors.

Comprehensive Income

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

	Twelve weeks ended						Forty weeks ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Net income	$	116,849		$	88,472		$	352,841		$	267,137
Foreign currency translation adjustments	(2,587		)	(1,188		)	524			4,201
Reclassification adjustments for amounts included in net income	—			—			—			245
Change in unrealized gains and losses, net of income taxes	(123		)	31			(138		)	14
Comprehensive income	$	114,139		$	87,315		$	353,227		$	271,597

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Fair Value Measurements (Details 2) (Fair Value, Measurements, Nonrecurring [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Asset Impairment Charges [Abstract]
Asset Impairment Charges	$ 1,328	$ 107	$ 2,526	$ 688
Direct store expenses [Member]
Asset Impairment Charges [Abstract]
Asset Impairment Charges	24	31	44	532
General and administrative expenses [Member]
Asset Impairment Charges [Abstract]
Asset Impairment Charges	4		1,182
Relocation, store closure and lease termination costs [Member]
Asset Impairment Charges [Abstract]
Asset Impairment Charges	$ 1,300	$ 76	$ 1,300	$ 156

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Jul. 01, 2012

Accounting Policies [Abstract]

Fiscal Period, Policy [Policy Text Block]

The Company reports its results of operations on a 52- or 53-week fiscal year ending on the last Sunday in September. The first fiscal quarter is 16 weeks, the second and third quarters each are 12 weeks, and the fourth quarter is 12 or 13 weeks. Fiscal year 2012 is a 53-week year and fiscal year 2011 was a 52-week year.

Earnings Per Share, Policy [Policy Text Block]

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

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

The Company holds money market fund investments that are classified as cash equivalents that are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets. The Company also holds available-for-sale securities generally consisting of state and local municipal obligations and variable rate demand notes which hold high credit ratings. These instruments are valued using a series of multi-dimensional relational models and series of matrices with standard inputs obtained from readily available pricing sources and other observable market data, such as benchmark yields and base spread. Investments are stated at fair value with unrealized gains and losses, net of related tax effect, included as a component of shareholders’ equity until realized. Declines in fair value below the Company’s carrying value deemed to be other-than-temporary are charged against net earnings.

The carrying amounts of trade and other accounts receivable, trade accounts payable, accrued payroll, bonuses and team member benefits, and other accrued expenses approximate fair value because of the short maturity of those instruments. Store closure reserves and estimated workers’ compensation claims are recorded at net present value to approximate fair value.

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Reserves for Closed Properties (Tables)

9 Months Ended

Jul. 01, 2012

Restructuring and Related Activities [Abstract]

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

Following is a summary of store closure reserve activity during the forty weeks ended July 1, 2012 and fiscal year ended September 25, 2011 (in thousands):

	July 1, 2012			September 25, 2011
Beginning balance	$	44,702		$	59,298
Additions	3,225			4,706
Usage	(7,676		)	(17,805		)
Adjustments	1,866			(1,497		)
Ending balance	$	42,117		$	44,702

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Share-Based Payments (Details 4) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 01, 2012 Tranche	Jul. 03, 2011	Jul. 01, 2012 Tranche	Jul. 03, 2011	Sep. 25, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate			0.80%		0.698%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate			0.58%		1.76%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate			40.89%		43.84%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term			4 years 1 month 21 days		4 years 2 months 5 days
Historical volatility minimum			4 years
Historical volatility maximum			6 years
Number of tranches	2		2
Expected life minimum			5 years
Expected life maximum			7 years
Allocated Share-based Compensation Expense	$ 9,380,000	$ 6,242,000	$ 29,139,000	$ 19,090,000
Restricted Stock [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross			5,700
Stock Issued During Period, Value, Restricted Stock Award, Gross			400,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Allocated Share-based Compensation Expense			$ 100,000

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011	Sep. 25, 2011
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	38.60%	37.80%	38.60%	38.30%
Income Taxes Receivable	$ 9.5		$ 9.5		$ 14.8

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Consolidated Statements of Shareholders' Equity and Comprehensive Income (USD $) In Thousands, 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
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 net income	245			245
Change in unrealized gains and losses, net of income taxes	9			9
Comprehensive income	341,657
Dividends ($0.42 and $0.40 per common share for the period ended forty weeks July 1, 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
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)
Balances at Sep. 25, 2011	2,991,305	2,120,972		(164)	870,497
Balances (in shares) at Sep. 25, 2011	178,886	178,886
Increase (Decrease) in Shareholders' Equity
Net income	352,841				352,841
Foreign currency translation adjustments	524			524
Reclassification adjustments for amounts included in net income
Change in unrealized gains and losses, net of income taxes	(138)			(138)
Comprehensive income	353,227
Dividends ($0.42 and $0.40 per common share for the period ended forty weeks July 1, 2012 and year ended September 25, 2011, respectively)	(76,680)				(76,680)
Issuance of common stock pursuant to team member stock plans	321,489	321,489
Issuance of common stock pursuant to team member stock plans (in shares)		6,014
Purchase of treasury stock	(28,599)		(28,599)
Purchase of treasury stock (in shares)	(346)	(346)
Excess tax benefit related to exercise of team member stock options	51,424	51,424
Share-based payment expense	29,139	29,139
Balances at Jul. 01, 2012	$ 3,641,305	$ 2,523,024	$ (28,599)	$ 222	$ 1,146,658
Balances (in shares) at Jul. 01, 2012	184,554	184,554

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Fair Value Measurements

9 Months Ended

Jul. 01, 2012

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Fair Value Measurements

Effective January 16, 2012, the Company adopted 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 adoption of ASU No. 2011-04, which primarily consists of clarification and wording changes to existing fair value measurement and disclosure requirements, did not have an impact on the Company’s consolidated financial statements.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company holds money market fund investments that are classified as cash equivalents that are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets. The Company also holds available-for-sale securities generally consisting of state and local municipal obligations and variable rate demand notes which hold high credit ratings. These instruments are valued using a series of multi-dimensional relational models and series of matrices with standard inputs obtained from readily available pricing sources and other observable market data, such as benchmark yields and base spread. Investments are stated at fair value with unrealized gains and losses, net of related tax effect, included as a component of shareholders’ equity until realized. Declines in fair value below the Company’s carrying value deemed to be other-than-temporary are charged against net earnings.

The carrying amounts of trade and other accounts receivable, trade accounts payable, accrued payroll, bonuses and team member benefits, and other accrued expenses approximate fair value because of the short maturity of those instruments. Store closure reserves and estimated workers’ compensation claims are recorded at net present value to approximate fair value.

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

July 1, 2012	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	31,139	$	—	$	—	$	31,139
Municipal bonds	—		7,650		—		7,650
Marketable securities - available-for-sale:
Municipal bonds	—		875,027		—		875,027
Corporate bonds	—		5,195		—		5,195
Commercial paper	—		2,999		—		2,999
Variable rate demand notes	—		333,005		—		333,005
Total	$	31,139	$	1,223,876	$	—	$	1,255,015

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
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	$	59,157	$	511,924	$	—	$	571,081

Assets Measured at Fair Value on a Nonrecurring Basis

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances, such as unplanned negative cash flow or short lease life, indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. The fair value, based on hierarchy input Level 3, is determined using management’s best estimate based on a discounted cash flow model based on future store operating results using internal projections. Fair value may also be reduced to zero based on a review of the future benefit the Company anticipates receiving from certain software or intangible assets. Fair value adjustments reduced the carrying value of related long-lived assets to zero and were included in the following line items on the Consolidated Statements of Operations for the periods indicated (in thousands):

	Twelve weeks ended				Forty weeks ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Direct store expenses	$	24	$	31	$	44	$	532
General and administrative expenses	4		—		1,182		—
Relocation, store closure and lease termination costs	1,300		76		1,300		156
Total impairment of long-lived assets	$	1,328	$	107	$	2,526	$	688

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Shareholders' Equity (Tables)

9 Months Ended

Jul. 01, 2012

Equity [Abstract]

Schedule of Comprehensive Income (Loss) [Table Text Block]

Comprehensive income was as follows (in thousands):

	Twelve weeks ended						Forty weeks ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Net income	$	116,849		$	88,472		$	352,841		$	267,137
Foreign currency translation adjustments	(2,587		)	(1,188		)	524			4,201
Reclassification adjustments for amounts included in net income	—			—			—			245
Change in unrealized gains and losses, net of income taxes	(123		)	31			(138		)	14
Comprehensive income	$	114,139		$	87,315		$	353,227		$	271,597

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Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012
Future Amortization Expense [Line Items]
Amortization associated with the net carrying amount of intangible assets, remainder of fiscal year	$ 1,326
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	4,338
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	42,552
Definite-lived intangible assets, net	$ 61,404

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Related Party Transactions

9 Months Ended

Jul. 01, 2012

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Related Party Transactions

The Company provides ongoing support to two independent non-profit organizations: Whole Planet Foundation and Whole Kids Foundation (the “Foundations”). Whole Planet Foundation’s mission is to empower the poor through microcredit, with a focus on developing-world communities that supply the Company’s stores with product. Whole Kids Foundation is 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.