Whole Foods Market (WFM) 10-Q 2014 Q2 Quarterly report

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 April 13, 2014; or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.

Commission File Number:  0-19797

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

Texas	74-1989366
(State of	(IRS employer
incorporation)	identification no.)

550 Bowie Street

Austin, Texas 78703

(Address of principal executive offices)

512-477-4455

(Registrant’s telephone number, including area code)

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

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

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

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

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

The number of shares of the registrant’s common stock, no par value, outstanding as of May 9, 2014 was 367,573,070 shares.

Whole Foods Market, Inc.

Form 10-Q

Table of Contents

	Page
Part I. Financial Information
Item 1. Financial Statements.
Consolidated Balance Sheets (unaudited), April 13, 2014 and September 29, 2013	1
Consolidated Statements of Operations (unaudited), for the twelve and twenty-eight weeks ended April 13, 2014 and April 14, 2013	2
Consolidated Statements of Comprehensive Income (unaudited), for the twelve and twenty-eight weeks ended April 13, 2014 and April 14, 2013	3
Consolidated Statements of Shareholders’ Equity (unaudited), for the twenty-eight weeks ended April 13, 2014 and fiscal year ended September 29, 2013	4
Consolidated Statements of Cash Flows (unaudited), for the twenty-eight weeks ended April 13, 2014 and April 14, 2013	5
Notes to Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	19
Item 4. Controls and Procedures.	20
Part II. Other Information
Item 1. Legal Proceedings.	21
Item 1A. Risk Factors.	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 6. Exhibits.	22
Signature	23

Part I. Financial Information

Item 1. Financial Statements.

Whole Foods Market, Inc.

Consolidated Balance Sheets (unaudited)

(In millions)

Assets	April 13, 2014			September 29, 2013
Current assets:
Cash and cash equivalents	$	305		$	290
Short-term investments - available-for-sale securities	779			733
Restricted cash	109			111
Accounts receivable	205			188
Merchandise inventories	443			414
Prepaid expenses and other current assets	89			93
Deferred income taxes	157			151
Total current assets	2,087			1,980
Property and equipment, net of accumulated depreciation and amortization	2,663			2,428
Long-term investments - available-for-sale securities	278			302
Goodwill	679			679
Intangible assets, net of accumulated amortization	81			65
Deferred income taxes	85			72
Other assets	21			12
Total assets	$	5,894		$	5,538
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of capital lease obligations	$	2		$	1
Accounts payable	271			247
Accrued payroll, bonus and other benefits due team members	377			367
Dividends payable	45			37
Other current liabilities	534			436
Total current liabilities	1,229			1,088
Long-term capital lease obligations, less current installments	60			26
Deferred lease liabilities	523			500
Other long-term liabilities	46			46
Total liabilities	1,858			1,660
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value, 600.0 shares authorized; 376.8 and 375.7 shares issued; 371.4 and 372.4 shares outstanding at 2014 and 2013, respectively	2,832			2,765
Common stock in treasury, at cost, 5.4 and 3.3 shares at 2014 and 2013, respectively	(270		)	(153		)
Accumulated other comprehensive income (loss)	(2		)	1
Retained earnings	1,476			1,265
Total shareholders’ equity	4,036			3,878
Total liabilities and shareholders’ equity	$	5,894		$	5,538

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

1

Whole Foods Market, Inc.

Consolidated Statements of Operations (unaudited)

(In millions, except per share amounts)

	Twelve weeks ended				Twenty-eight weeks ended
	April 13, 2014		April 14, 2013		April 13, 2014		April 14, 2013
Sales	$	3,322	$	3,027	$	7,561	$	6,883
Cost of goods sold and occupancy costs	2,131		1,926		4,885		4,434
Gross profit	1,191		1,101		2,676		2,449
Direct store expenses	840		769		1,917		1,748
General and administrative expenses	107		91		239		207
Pre-opening expenses	11		10		27		24
Relocation, store closure and lease termination costs	2		3		7		7
Operating income	231		228		486		463
Investment and other income, net of interest expense	2		3		6		6
Income before income taxes	233		231		492		469
Provision for income taxes	91		89		192		181
Net income	$	142	$	142	$	300	$	288
Basic earnings per share	$	0.38	$	0.38	$	0.81	$	0.78
Weighted average shares outstanding	371.5		370.5		372.0		370.7
Diluted earnings per share	$	0.38	$	0.38	$	0.80	$	0.77
Weighted average shares outstanding, diluted basis	374.5		373.7		375.3		374.1
Dividends declared per common share	$	0.12	$	0.10	$	0.24	$	1.20

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

2

Whole Foods Market, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(In millions)

	Twelve weeks ended					Twenty-eight weeks ended
	April 13, 2014		April 14, 2013			April 13, 2014			April 14, 2013
Net income	$	142	$	142		$	300		$	288
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	2		(3		)	(3		)	(5		)
Other comprehensive income (loss), net of tax	2		(3		)	(3		)	(5		)
Comprehensive income	$	144	$	139		$	297		$	283

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

3

Whole Foods Market, Inc.

Consolidated Statementsof Shareholders’ Equity(unaudited)

Twenty-eight weeks endedApril 13, 2014 and fiscal year ended September 29, 2013

(In millions)

	Shares outstanding		Common stock		Common stock in treasury			Accumulated other comprehensive income (loss)			Retained earnings			Total shareholders’ equity
Balances at September 30, 2012	370.9		$	2,592	$	(28	)	$	5		$	1,233		$	3,802
Net income	—		—		—			—			551			551
Other comprehensive loss, net of tax	—		—		—			(4		)	—			(4		)
Dividends ($1.40 per common share)	—		—		—			—			(519		)	(519		)
Issuance of common stock pursuant to team member stock plans	4.1		81		—			—			—			81
Purchase of treasury stock	(2.6	)	—		(125		)	—			—			(125		)
Tax benefit related to exercise of team member stock options	—		36		—			—			—			36
Share-based payment expense	—		56		—			—			—			56
Balances at September 29, 2013	372.4		2,765		(153		)	1			1,265			3,878
Net income	—		—		—			—			300			300
Other comprehensive loss, net of tax	—		—		—			(3		)	—			(3		)
Dividends ($0.24 per common share)	—		—		—			—			(89		)	(89		)
Issuance of common stock pursuant to team member stock plans	1.1		24		—			—			—			24
Purchase of treasury stock	(2.1	)	—		(117		)	—			—			(117		)
Tax benefit related to exercise of team member stock options	—		7		—			—			—			7
Share-based payment expense	—		36		—			—			—			36
Balances at April 13, 2014	371.4		$	2,832	$	(270	)	$	(2	)	$	1,476		$	4,036

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

4

Whole Foods Market, Inc.

Consolidated Statementsof Cash Flows (unaudited)

(In millions)

	Twenty-eight weeks ended
	April 13, 2014			April 14, 2013
Cash flows from operating activities
Net income	$	300		$	288
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	198			179
Share-based payment expense	36			30
Deferred income tax benefit	(18		)	(2		)
Excess tax benefit related to exercise of team member stock options	(7		)	(8		)
Accretion of premium/discount on marketable securities	16			16
Deferred lease liabilities	17			22
Other	7			8
Net change in current assets and liabilities:
Accounts receivable	(20		)	6
Merchandise inventories	(29		)	(9		)
Prepaid expenses and other current assets	6			8
Accounts payable	24			(17		)
Accrued payroll, bonus and other benefits due team members	10			27
Other current liabilities	78			45
Net change in other long-term liabilities	1			(3		)
Net cash provided by operating activities	619			590
Cash flows from investing activities
Development costs of new locations	(207		)	(157		)
Other property and equipment expenditures	(155		)	(107		)
Purchase of intangible assets	(18		)	—
Purchases of available-for-sale securities	(514		)	(528		)
Sales and maturities of available-for-sale securities	473			825
Decrease (increase) in restricted cash	2			(7		)
Payment for purchase of acquired entities	—			(22		)
Other investing activities	(12		)	(7		)
Net cash used in investing activities	(431		)	(3		)
Cash flows from financing activities
Common stock dividends paid	(82		)	(434		)
Issuance of common stock	24			16
Purchase of treasury stock	(117		)	(63		)
Excess tax benefit related to exercise of team member stock options	7			8
Net cash used in financing activities	(168		)	(473		)
Effect of exchange rate changes on cash and cash equivalents	(5		)	(1		)
Net change in cash and cash equivalents	15			113
Cash and cash equivalents at beginning of period	290			89
Cash and cash equivalents at end of period	$	305		$	202
Supplemental disclosure of cash flow information:
Federal and state income taxes paid	$	206		$	178

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

5

Whole Foods Market, Inc.

Notes to Consolidated Financial Statements (unaudited)

April 13, 2014

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements of Whole Foods Market, Inc. and its consolidated subsidiaries (collectively “Whole Foods Market,” “Company,” or “we”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation. Where appropriate, we have reclassified prior year 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 years 2014 and 2013 are 52-week years. The Company has one operating segment and a single reportable segment, natural and organic foods supermarkets.

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

	Twelve weeks ended				Twenty-eight weeks ended
	April 13, 2014		April 14, 2013		April 13, 2014		April 14, 2013
Sales:
United States	96.8	%	96.7	%	96.8	%	96.6	%
Canada and United Kingdom	3.2		3.3		3.2		3.4
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:

	April 13, 2014		September 29, 2013
Long-lived assets, net:
United States	95.9	%	95.7	%
Canada and United Kingdom	4.1		4.3
Total long-lived assets, net	100.0	%	100.0	%

(2) Recent Accounting Pronouncements

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

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

6

(3) Fair Value Measurements

The Company holds money market fund investments that are classified as cash equivalents that are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets. The Company also holds available-for-sale securities generally consisting of state and local municipal obligations and variable rate demand notes which hold high credit ratings. These instruments are valued using a series of multi-dimensional relational models and series of matrices with standard inputs obtained from readily available pricing sources and other observable market data, such as benchmark yields and base spread.

The carrying amounts of accrued payroll, bonuses and other benefits due team members, and other accrued expenses approximate fair value because of their short maturities. Store closure reserves and estimated workers’ compensation claims are recorded at net present value to approximate fair value.

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

April 13, 2014	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Cash equivalents:
Money market fund	$	31	$	—	$	—	$	31
Commercial paper	—		64		—		64
Marketable securities - available-for-sale:
Commercial paper	—		110		—		110
Corporate bonds	—		22		—		22
Municipal bonds	—		908		—		908
Variable rate demand notes	—		17		—		17
Total	$	31	$	1,121	$	—	$	1,152

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

(4) Investments

The Company holds investments in marketable securities that are classified as either short- or long-term available-for-sale securities. Investments are stated at fair value with unrealized gains and losses, net of related tax effect, included as a component of shareholders’ equity until realized. Declines in fair value below the Company’s carrying value deemed to be other than temporary are charged against net earnings. The Company held the following investments at fair value as of the dates indicated (in millions):

	April 13, 2014		September 29, 2013
Short-term marketable securities - available-for-sale:
Commercial paper	$	110	$	—
Corporate bonds	17		—
Municipal bonds	635		713
Variable rate demand notes	17		20
Total short-term marketable securities	$	779	$	733
Long-term marketable securities - available-for-sale:
Corporate bonds	$	5	$	5
Municipal bonds	273		297
Total long-term marketable securities	$	278	$	302

7

Gross unrealized holding gains and losses were not material at April 13, 2014 or September 29, 2013. Available-for-sale securities totaling approximately $114 million and $252 million were in unrealized loss positions at April 13, 2014 and September 29, 2013, respectively. The aggregate value of available-for-sale securities in a continuous unrealized loss position for greater than 12 months totaled approximately $5 million and $22 million at April 13, 2014 and September 29, 2013, respectively. The Company did not recognize any other-than-temporary impairments during the twenty-eight weeks ended April 13, 2014 or fiscal year ended September 29, 2013. At April 13, 2014, the average effective maturity of the Company’s short- and long-term available-for-sale securities was approximately 5 months and 15 months, respectively, compared to approximately 5 months and 16 months, respectively, at September 29, 2013.

Additionally, during the twelve weeks ended April 13, 2014, the Company invested approximately $10 million in an equity interest that is accounted for using the cost method of accounting. Equity investments without readily determinable fair values for which we do not have the ability to exercise significant influence are accounted for using the cost method of accounting and classified as “Other assets” on the Consolidated Balance Sheet. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions, and additional investments.

(5) Goodwill and Other Intangible Assets

No adjustments to goodwill were recorded during the twenty-eight weeks ended April 13, 2014. The Company recorded goodwill totaling approximately $16 million primarily related to the acquisition of six retail locations during the twenty-eight weeks ended April 14, 2013. During the twenty-eight weeks ended April 13, 2014, the Company acquired definite-lived intangible assets totaling approximately $18 million primarily related to acquired leasehold rights. The Company acquired approximately $6 million, primarily favorable lease assets related to the acquisition of six retail locations, during the twenty-eight weeks ended April 14, 2013. The components of intangible assets as of the dates indicated were as follows (in millions):

	April 13, 2014					September 29, 2013
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Definite-lived contract-based	$	120	$	(43	)	$	102	$	(40	)
Definite-lived marketing-related and other	1		(1		)	1		(1		)
Indefinite-lived contract-based	4					3
Total	$	125	$	(44	)	$	106	$	(41	)

Amortization expense associated with intangible assets totaled approximately $1 million and $3 million for the twelve and twenty-eight weeks ended April 13, 2014, respectively, and approximately $1 million and $2 million, respectively, for the same periods of the prior fiscal year. Future amortization expense associated with the net carrying amount of definite-lived intangible assets is estimated to be as follows (in millions):

Remainder of fiscal year 2014	$	2
Fiscal year 2015	5
Fiscal year 2016	5
Fiscal year 2017	5
Fiscal year 2018	5
Future fiscal years	55
Total	$	77

(6) Reserves for Closed Properties

The following table provides a summary of store closure reserve activity during the twenty-eight weeks ended April 13, 2014 and fiscal year ended September 29, 2013 (in millions):

	April 13, 2014			September 29, 2013
Beginning balance	$	36		$	41
Additions	2			5
Usage	(5		)	(11		)
Adjustments	3			1
Ending balance	$	36		$	36

8

(7) Shareholders’ Equity

Dividends per Common Share

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

Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2014:
November 1, 2013	$	0.12	January 17, 2014	January 28, 2014	$	45
February 24, 2014(1)	0.12		April 11, 2014	April 22, 2014	45
Fiscal year 2013:
November 29, 2012	$	1.00	December 10, 2012	December 21, 2012	$	371
November 7, 2012	0.10		January 18, 2013	January 29, 2013	37
March 15, 2013	0.10		April 12, 2013	April 23, 2013	37
June 12, 2013	0.10		July 5, 2013	July 16, 2013	37
September 10, 2013	0.10		September 27, 2013	October 8, 2013	37

⁽¹⁾ Dividend accrued at April 13, 2014

Treasury Stock

The following table outlines the share repurchase programs authorized by the Company’s Board of Directors, and the related repurchase activity as of April 13, 2014 (in millions):

Authorization date	Expiration date	Amount authorized		Cost of repurchases		Authorization available
November 15, 2012	December 31, 2014	$	300	$	117	$	183
November 1, 2013	December 31, 2015	500		—		500
		$	800	$	117	$	683

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

	Twelve weeks ended				Twenty-eight weeks ended
	April 13, 2014		April 14, 2013		April 13, 2014		April 14, 2013
Number of common shares acquired	1.0		0.9		2.1		1.4
Average price per common share acquired	$	52.86	$	43.46	$	54.50	$	44.48
Total cost of common shares acquired	$	55	$	37	$	117	$	63

Subsequent to the end of the second quarter of fiscal year 2014, the Company repurchased approximately 9.1 million shares of the Company’s common stock at an average price per share of $39.45 for a total of approximately $361 million.

Under the repurchase programs, purchases can be made from time to time using a variety of methods, including open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic conditions and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The Board’s authorization of the repurchase programs does not obligate the Company to acquire any particular amount of common stock and they may be suspended or discontinued at any time at the Company’s discretion.

(8) Earnings per Share

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

9

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

	Twelve weeks ended				Twenty-eight weeks ended
	April 13, 2014		April 14, 2013		April 13, 2014		April 14, 2013
Net income (numerator for basic and diluted earnings per share)	$	142	$	142	$	300	$	288
Weighted average common shares outstanding (denominator for basic earnings per share)	371.5		370.5		372.0		370.7
Incremental common shares attributable to dilutive effect of share-based awards	3.0		3.2		3.3		3.4
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	374.5		373.7		375.3		374.1
Basic earnings per share	$	0.38	$	0.38	$	0.81	$	0.78
Diluted earnings per share	$	0.38	$	0.38	$	0.80	$	0.77

The computation of diluted earnings per share for the twelve and twenty-eight weeks ended April 13, 2014 does not include options to purchase approximately 4.8 million shares and 4.3 million shares of common stock, respectively, due to their antidilutive effect. The computation of diluted earnings per share for each of the twelve and twenty-eight weeks ended April 14, 2013 does not include options to purchase approximately 7.2 million shares of common stock due to their antidilutive effect.

(9) Share-Based Payments

Share-based payment expense before income taxes recognized during the twelve and twenty-eight weeks ended April 13, 2014 totaled approximately $18 million and $36 million, respectively, and approximately $13 million and $30 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 millions):

	Twelve weeks ended						Twenty-eight weeks ended
	April 13, 2014			April 14, 2013			April 13, 2014			April 14, 2013
Cost of goods sold and occupancy costs	$	—		$	—		$	1		$	1
Direct store expenses	8			8			18			17
General and administrative expenses	10			5			17			12
Share-based payment expense before income taxes	18			13			36			30
Income tax benefit	(7		)	(5		)	(14		)	(11		)
Net share-based payment expense	$	11		$	8		$	22		$	19

At April 13, 2014 and September 29, 2013, approximately 41.3 million shares and 42.3 millionshares of the Company’s common stock, respectively, were available for future stock incentive grants.

Stock Options

During the twenty-eight weeks ended April 13, 2014, the Company awarded approximately 0.9 million stock options pursuant to the Whole Foods Market 2009 Stock Incentive Plan. The weighted average grant date fair value per option granted during the twenty-eight weeks ended April 13, 2014 was $14.05. The fair value of stock option grants during fiscal year 2014 has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	2014
Expected dividend yield	0.897	%
Risk-free interest rate	1.32	%
Expected volatility	32.64	%
Expected life, in years	4.52

Total share-based payment expense related to vesting stock options totaled approximately $16 million and $34 million for the twelve and twenty-eight weeks ended April 13, 2014, respectively, and approximately $12 million and $30 million, respectively,

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for the same periods of the prior fiscal year. At April 13, 2014 and September 29, 2013, there was approximately $104 million and $130 million of unrecognized share-based payment expense, respectively, related to unvested stock options, net of estimated forfeitures, related to approximately 13.2 million shares and 12.4 million shares, respectively. The Company anticipates this expense to be recognized over a weighted average period of 2.8 years.

Restricted Stock

During the twenty-eight weeks ended April 13, 2014 and April 14, 2013, the Company awarded approximately 0.2 million shares and 0.1 million shares of restricted common stock, respectively, pursuant to the Whole Foods Market 2009 Stock Incentive Plan. Fair value of the restricted share issuances on grant date for the twenty-eight weeks ended April 13, 2014 and April 14, 2013 totaled approximately $11 million and $4 million, respectively.

Total share-based payment expense related to restricted shares for both the twelve and twenty-eight weeks ended April 13, 2014 totaled approximately $2 million and is included in the “General and administrative expenses” line item on the Consolidated Statements of Operations. Share-based payment expense related to restricted shares was not material during fiscal year 2013. At April 13, 2014 and September 29, 2013, there was approximately $12 million and $3 million of unrecognized share-based payment expense, respectively, related to unvested restricted stock. The Company anticipates this expense to be recognized over a weighted average period of 4.4 years.

(10) Commitments and Contingencies

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

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

(11) Related Party Transactions

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

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

Disclaimer on Forward-looking Statements

Certain statements in this report and from time to time in other filings with the Securities and Exchange Commission, news releases, reports, and other written and oral communications made by us and our representatives, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “could,” “can,” “may,” “will,” “likely,” “outlook,” “depend,” “should,” “would,” “plan,” “project,” “predict,” “forecast,” “goal,” “target,” “sustain,” “seek” and similar expressions, and include references to assumptions and relate to our future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this analysis are forward-looking statements that involve risks and uncertainties that may cause our actual results to be materially different from such forward-looking statements and could materially adversely affect our business, financial condition, operating results and cash flows. These risks and uncertainties include general business conditions, changes in overall economic conditions that impact consumer spending, including fuel prices and housing market trends, the impact of competition and other factors which are often beyond the control of the Company, as well other risks listed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013 and risks and uncertainties not presently known to us or that we currently deem immaterial.

We wish to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. We do not undertake any obligation to update forward-looking statements.

This information should be read in conjunction with the consolidated financial statements and the accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013.

Overview

Whole Foods Market, Inc. is the leading retailer of natural and organic foods and America’s first national “Certified Organic” grocer. Our Company mission is to promote the vitality and well-being of all individuals by supplying the highest quality, most wholesome foods available. Since the purity of our food and the health of our bodies are directly related to the purity and health of our environment, our core mission is devoted to the promotion of organically grown foods, healthy eating, and the sustainability of our entire ecosystem. Through our growth, we have had a significant and positive impact on the natural and organic foods movement throughout the United States, helping lead the industry to nationwide acceptance. The Company incorporated in 1978, opened the first Whole Foods Market store in 1980, and as of April 13, 2014, operated 374 stores: 357 stores in 41 U.S. states and the District of Columbia; 8 stores in Canada; and 9 stores in the United Kingdom. We have one operating segment, natural and organic foods supermarkets.

Our continued growth depends on our ability to increase sales in our identical stores and open new stores. Our growth strategy includes opening new stores in existing and new areas and operating those stores successfully. The Company’s average weekly sales and gross profit as a percentage of sales are typically highest in the second and third fiscal quarters, and lowest in the fourth fiscal quarter due to seasonally slower sales during the summer months. Gross profit as a percentage of sales is also lower in the first fiscal quarter due to the product mix of holiday sales.

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

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

Economic and Industry Factors

Food retailing is a large, intensely competitive industry. Our competition varies across the Company and includes but is not limited to local, regional, national and international conventional and specialty supermarkets, natural foods stores, warehouse membership clubs, online retailers, smaller specialty stores, farmers’ markets and restaurants, each of which competes with us on the basis of store ambiance and experience, product selection, quality, customer service, price or a combination of these factors.

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

Highlights for the Second Quarter of Fiscal Year 2014

During the twelve weeks ended April 13, 2014, sales increased 9.8% to a record $3.3 billion and diluted earnings per share were $0.38. For the twelve weeks ended April 13, 2014:

• Comparable store sales increased 4.5%, including a negative impact of approximately 50 basis points from Easter shifting from the second quarter last year to the third quarter this year;

• Average weekly sales per store totaled $742,000, translating to record sales per square foot of over $1,000;

• Operating income as a percentage of sales totaled 7.0%;

• EBITDA margin totaled 9.6%; and

• Return on invested capital (“ROIC”) was 15.6%.

We produced approximately $282 million in cash flows from operations and invested approximately $143 million in capital expenditures, of which approximately $85 million related to new stores. During the twelve weeks ended April 13, 2014, we opened 3 new stores and year-over-year square footage increased almost 8% to 14.2 million square feet. In addition, we paid cash dividends to common shareholders totaling approximately $45 million and repurchased approximately $55 million of our common stock. At April 13, 2014, we had cash, restricted cash and investments totaling approximately $1.5 billion.

Subsequent to the end of the second quarter of fiscal year 2014, the Company repurchased approximately 9.1 million shares of the Company’s common stock at an average price per share of $39.45 for a total of approximately $361 million.

Updated Outlook for Fiscal Year 2014

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

	Twenty-eight weeks ended April 13, 2014	Implied third and fourth quarter of fiscal year 2014	Estimated fiscal year 2014
Sales growth	9.9%	11.5% - 12.5%	10.5% - 11.0%
Comparable store sales growth	5.0%	5.0% - 6.0%	5.0% - 5.5%
General and administrative expenses as a percentage of sales	3.2%	3.1%	3.1%
Pre-opening and relocation expenses	$34 million	$41 - $44 million	$75 - $78 million
Diluted earnings per share	$0.80	$0.72 - $0.76	$1.52 - $1.56
Diluted earnings per share growth	4%	3% - 9%	3% - 6%

The Company expects ending square footage growth of 9% to 10% in fiscal year 2014. The Company expects capital expenditures for fiscal year 2014 to be in the range of approximately $675 million to $725 million, which includes 36 to 39 new and acquired stores.

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Results of Operations

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

	Twelve weeks ended				Twenty-eight weeks ended
	April 13, 2014		April 14, 2013		April 13, 2014		April 14, 2013
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold and occupancy costs	64.1		63.6		64.6		64.4
Gross profit	35.9		36.4		35.4		35.6
Direct store expenses	25.3		25.4		25.4		25.4
General and administrative expenses	3.2		3.0		3.2		3.0
Pre-opening expenses	0.3		0.3		0.4		0.4
Relocation, store closure and lease termination costs	0.1		0.1		0.1		0.1
Operating income	7.0		7.5		6.4		6.7
Investment and other income, net of interest expense	0.1		0.1		0.1		0.1
Income before income taxes	7.0		7.6		6.5		6.8
Provision for income taxes	2.7		2.9		2.5		2.6
Net income	4.3	%	4.7	%	4.0	%	4.2	%

Figures may not sum due to rounding.

Sales for the twelve and twenty-eight weeks ended April 13, 2014 totaled approximately $3.3 billion and $7.6 billion, respectively, increasing 9.8% and 9.9%, respectively, over the same periods of the prior fiscal year. Average weekly sales per store for the twelve and twenty-eight weeks totaled approximately $742,000 and $729,000, respectively, translating to sales per gross square foot of approximately $1,000 and $995, respectively. Comparable store sales increased 4.5% and 5.0% during the twelve and twenty-eight weeks ended April 13, 2014, respectively, and included a negative impact of approximately 50 basis points and 20 basis points, respectively, from Easter shifting from the second quarter in the prior fiscal year to the third quarter of the current fiscal year. As of April 13, 2014, there were 346 locations in the comparable store base. The spread between comparable store and identical store sales growth during the twelve weeks ended April 13, 2014, due to five relocations and one expansion, was approximately 50 basis points. The spread between comparable store and identical store sales growth during the twenty-eight weeks ended April 13, 2014, due to six relocations and one expansion, was approximately 55 basis points. At April 13, 2014, there were 29 stores that were opened or acquired 52 weeks or less which contributed approximately $191 million and $363 million to total sales during the twelve and twenty-eight weeks ended April 13, 2014, respectively.

The Company’s gross profit as a percentage of sales for the twelve and twenty-eight weeks ended April 13, 2014 was approximately 35.9% and 35.4%, respectively, compared to approximately 36.4% and 35.6%, respectively, for the same periods of the prior fiscal year. Gross profit as a percentage of sales decreased 51 basis points and 19 basis points for the twelve and twenty-eight weeks ended April 13, 2014, respectively, compared to the same periods of the prior fiscal year, due primarily to an increase in cost of goods sold as a percentage of sales. This increase reflects our value efforts and the cycling over of significant improvements in shrink we produced in the prior year.

Direct store expenses as a percentage of sales for the twelve and twenty-eight weeks ended April 13, 2014 were approximately 25.3% and 25.4%, respectively, compared to approximately 25.4% for each of the same periods of the prior fiscal year. Overall, direct store expenses as a percentage of sales decreased 10 basis points and 3 basis points for the twelve and twenty-eight weeks ended April 13, 2014, respectively, due primarily to leverage in wages as a percentage of sales.

General and administrative expenses as a percentage of sales for each of the twelve and twenty-eight weeks ended April 13, 2014 were approximately 3.2% compared to approximately 3.0% for each of the same periods of the prior fiscal year. The increase in general and administrative expenses as a percentage of sales for the twelve and twenty-eight weeks ended April 13, 2014 was primarily due to increased investments in technology, along with a share-based payment charge of approximately $3 million during the twelve weeks ended April 13, 2014 that is not expected to recur over the remainder of the fiscal year.

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

	Twelve weeks ended						Twenty-eight weeks ended
	April 13, 2014			April 14, 2013			April 13, 2014			April 14, 2013
Cost of goods sold and occupancy costs	$	—		$	—		$	1		$	1
Direct store expenses	8			8			18			17
General and administrative expenses	10			5			17			12
Share-based payment expense before income taxes	18			13			36			30
Income tax benefit	(7		)	(5		)	(14		)	(11		)
Net share-based payment expense	$	11		$	8		$	22		$	19

Pre-opening expenses totaled approximately $11 million and $27 million for the twelve and twenty-eight weeks ended April 13, 2014, respectively, and approximately $10 million and $24 million, respectively, for the same periods of the prior fiscal year.

Relocation, store closure and lease termination costs totaled approximately $2 million and $7 million for the twelve and twenty-eight weeks ended April 13, 2014, respectively, compared to approximately $3 million and $7 million, respectively, for the same periods of the prior fiscal year.

The numbers of stores opened and relocated were as follows:

	Twelve weeks ended		Twenty-eight weeks ended
	April 13, 2014	April 14, 2013	April 13, 2014	April 14, 2013
New stores	3	4	12	13
Relocated stores	—	2	1	3

Investment and other income, net of interest expense, which includes interest income, investment gains and losses, gift card breakage and other income, totaled approximately $2 million and $6 million for the twelve and twenty-eight weeks ended April 13, 2014, respectively, compared to approximately $3 million and $6 million, respectively, for the same periods of the prior fiscal year.

Income taxes resulted in an effective tax rate of approximately 39.0% for each of the twelve and twenty-eight weeks ended April 13, 2014 compared to approximately 38.5% and 38.6%, respectively, for the same periods of the prior fiscal year.

Non-GAAP measures

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

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

	Twelve weeks ended						Twenty-eight weeks ended
	April 13, 2014			April 14, 2013			April 13, 2014			April 14, 2013
Net income	$	142		$	142		$	300		$	288
Provision for income taxes	91			89			192			181
Investment and other income, net of interest expense	(2		)	(3		)	(6		)	(6		)
Operating income	231			228			486			463
Depreciation and amortization	87			77			198			179
EBITDA	$	318		$	305		$	684		$	642
Sales	$	3,322		$	3,027		$	7,561		$	6,883
EBITDA margin	9.6%			10.1%			9.0%			9.3%

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

	Twelve weeks ended						Twenty-eight weeks ended
	April 13, 2014			April 14, 2013			April 13, 2014			April 14, 2013
Net income	$	142		$	142		$	300		$	288
Total rent expense, net of tax (1)	56			51			125			117
Estimated depreciation on capitalized operating leases, net of tax (2)	(37		)	(34		)	(83		)	(78		)
Adjusted earnings, including interest related to operating leases	161			159			342			327
Annualized adjusted earnings	$	618		$	615		$	558		$	535
Annualized adjusted earnings, including interest related to operating leases	$	698		$	688		$	635		$	607
Average working capital, excluding current portion of long-term debt	$	877		$	975		$	877		$	975
Average property and equipment, net	2,481			2,196			2,481			2,196
Average other assets	1,145			1,004			1,145			1,004
Average other liabilities	(551		)	(496		)	(551		)	(496		)
Average invested capital	$	3,952		$	3,679		$	3,952		$	3,679
Average estimated asset base of capitalized operating leases (3)	2,995			2,841			2,995			2,841
Average invested capital, adjusted for capitalization of operating leases	$	6,947		$	6,520		$	6,947		$	6,520
ROIC	15.6%			16.7%			14.1%			14.5%
ROIC, adjusted for capitalization of operating leases	10.0%			10.6%			9.1%			9.3%

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

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

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

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Liquidity and Capital Resources and Changes in Financial Condition

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

	April 13, 2014		September 29, 2013
Cash and cash equivalents	$	305	$	290
Short-term investments - available-for-sale securities	779		733
Total	$	1,084	$	1,023

Additionally, the Company held long-term investments in available-for-sale securities totaling approximately $278 million and $302 million at April 13, 2014 and September 29, 2013, respectively.

We generated cash flows from operating activities totaling approximately $619 million during the twenty-eight weeks ended April 13, 2014 compared to approximately $590 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 $431 million for the twenty-eight weeks ended April 13, 2014 compared to approximately $3 million for the same period of the prior fiscal year. Net purchases of available-for-sale securities totaled approximately $41 million during the twenty-eight weeks ended April 13, 2014 compared to net sales and maturities of approximately $297 million for the same period of the prior fiscal year. Our principal historical capital requirements have been the funding of the development or acquisition of new stores and acquisition of property and equipment for existing stores. The required cash investment for new stores varies depending on the size of the new store, geographic location, degree of work performed by the landlord and complexity of site development issues. Capital expenditures for the twenty-eight weeks ended April 13, 2014 totaled approximately $362 million, of which approximately $207 million was for new store development. Capital expenditures for the twenty-eight weeks ended April 14, 2013 totaled approximately $264 million, of which approximately $157 million was for new store development. The following table provides information about the Company’s store growth and development activities:

	New and acquired stores during fiscal year 2013	New and acquired stores during fiscal year 2014 as of May 6, 2014	Properties tendered as of May 6, 2014	Total leases signed as of May 6, 2014 (1)
Number of stores (including relocations)	32	18	36	114
Number of relocations	5	1	3	12
Percentage in new markets	31%	56%	28%	18%
Average store size (gross square feet)	36,000	34,000	41,000	40,000
Total square footage	1,137,000	618,000	1,471,000	4,607,000
Average tender period in months	8.7
Average pre-opening expense per store	$2 million
Average pre-opening rent per store	$1 million

⁽¹⁾ Includes leases for properties tendered

The following table provides information about the Company’s estimated store growth, including acquired and relocated stores, through fiscal year 2015:

	Estimated store growth	Ending store count	Ending gross square footage	Ending square footage growth
Fiscal year 2014	36 - 39	397 - 400	15.1 - 15.2 million	9% - 10%
Fiscal year 2015	38 - 45	432 - 440	16.5 - 16.8 million	9% - 11%

We believe we will produce operating cash flows in excess of the capital expenditures needed to open the 114 stores in our current store development pipeline. As of May 6, 2014, the Company had 379 stores totaling approximately 14.4 million square feet and expects to cross the 500-store mark in fiscal year 2017. Longer term, the Company sees demand for 1,200 Whole Foods Market stores in the United States. We have a disciplined, opportunistic real estate strategy, opening stores in existing trade areas as well as new areas, including international locations. Our growth strategy is to expand primarily through new store openings, and while we may continue to pursue acquisitions of smaller chains that provide access to desirable geographic areas and experienced team members, such acquisitions are not expected to significantly impact our future store growth or financial results.

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Net cash used in financing activities totaled approximately $168 million for the twenty-eight weeks ended April 13, 2014 compared to approximately $473 million for the same period of the prior fiscal year.

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

Date of declaration	Dividend per common share		Date of record	Date of payment	Total amount
Fiscal year 2014:
November 1, 2013	$	0.12	January 17, 2014	January 28, 2014	$	45
February 24, 2014 (1)	0.12		April 11, 2014	April 22, 2014	45
Fiscal year 2013:
November 29, 2012	$	1.00	December 10, 2012	December 21, 2012	$	371
November 7, 2012	0.10		January 18, 2013	January 29, 2013	37
March 15, 2013	0.10		April 12, 2013	April 23, 2013	37
June 12, 2013	0.10		July 5, 2013	July 16, 2013	37
September 10, 2013	0.10		September 27, 2013	October 8, 2013	37

⁽¹⁾ Dividend accrued at April 13, 2014

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

The following table outlines the share repurchase programs authorized by the Company’s Board of Directors, and the related repurchase activity as of May 15, 2014 (in millions):

				Cost of repurchases
Authorization date	Expiration date	Amount authorized		First and second quarter of fiscal year 2014		Third quarter of fiscal year 2014 to date		Authorization available
November 15, 2012	December 31, 2014	$	300	$	117	$	183	$	—
November 1, 2013	December 31, 2015	500		—		178		322
		$	800	$	117	$	361	$	322

Share repurchase activity for fiscal year 2014 through May 15, 2014 and fiscal year 2013 was as follows (in millions, except per share amounts):

	Number of common shares acquired	Average price per common share acquired		Total cost of common shares acquired
Fiscal year 2014:
First Quarter	1.1	$	56.06	$	62
Second Quarter	1.0	52.86		55
Third Quarter to date	9.1	39.45		361
Total fiscal year 2014	11.2	$	42.31	$	478
Fiscal year 2013:
First Quarter	0.5	$	46.04	$	26
Second Quarter	0.9	43.46		37
Third Quarter	0.5	51.83		25
Fourth Quarter	0.7	55.36		37
Total fiscal year 2013	2.6	$	48.70	$	125

Subsequent to the end of the second quarter of fiscal year 2014, the Company repurchased approximately 9.1 million shares of the Company’s common stock at an average price per share of $39.45 for a total of approximately $361 million.

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Under the repurchase programs, purchases can be made from time to time using a variety of methods, including open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic conditions and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The Board’s authorization of the repurchase programs does not obligate the Company to acquire any particular amount of common stock and they may be suspended or discontinued at any time at the Company’s discretion.

Net proceeds to the Company from the exercise of stock options by team members for the twenty-eight weeks ended April 13, 2014 totaled approximately $24 million compared to approximately $16 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 April 13, 2014 and September 29, 2013, approximately 41.3 million shares and 42.3 million shares of our common stock, respectively, were available for future stock incentive grants.

The Company is committed under certain capital leases for rental of certain equipment, buildings and land, and certain operating leases for rental of facilities and equipment. These leases expire or become subject to renewal clauses at various dates through 2054. The following table shows payments due by period on contractual obligations as of April 13, 2014 (in millions):

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Capital lease obligations (including interest)	$	95	$	5	$	10	$	10	$	70
Operating lease obligations (1)	7,907		374		887		939		5,707
Total	$	8,002	$	379	$	897	$	949	$	5,777

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

Gross unrecognized tax benefits and related interest and penalties at April 13, 2014 totaled approximately $5 million. Although a reasonably reliable estimate of the period of cash settlement with respective taxing authorities cannot be determined due to the high degree of uncertainty regarding the timing of future cash outflows associated with the Company’s unrecognized tax benefits, as of April 13, 2014, the Company does not expect tax audit resolution will reduce its unrecognized tax benefits in the next 12 months.

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

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

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements at April 13, 2014 consist of operating leases disclosed in the above contractual obligations table. We have no other off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our consolidated financial statements or financial condition.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

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

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Part II. Other Information

Item 1. Legal Proceedings.

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

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

Item 1A. Risk Factors.

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

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

The following table provides information about the Company’s share repurchase activity during the twelve weeks ended April 13, 2014.

Period (1)	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (2)	Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
January 20, 2014 - February 16, 2014	—	$	—	—	738,000,104
February 17, 2014 - March 16, 2014	843,272	$	53.36	843,272	693,000,109
March 17, 2014 - April 13, 2014	202,079	$	50.74	202,079	682,745,659
Total	1,045,351	$	52.86	1,045,351

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

⁽²⁾ On November 2, 2011, the Company announced that the Company’s Board of Directors authorized a share repurchase program in the amount of $200 million, of which approximately $47 million in remaining authorization expired on November 1, 2013. On November 15, 2012, the Company’s Board of Directors authorized a share repurchase program whereby the Company may repurchase an amount of outstanding shares of common stock of the Company up to an aggregate amount of $300 million through December 31, 2014. The authorization of this program was announced by the Company on November 20, 2012. On November 6, 2013 the Company announced a share repurchase program authorized by the Company’s Board of Directors on November 1, 2013, whereby the Company may repurchase an amount of outstanding shares of common stock of the Company up to an aggregate amount of $500 million through December 31, 2015. This repurchase program is in addition to, and does not supersede or modify, the Company’s previously authorized program. Under the repurchase programs, purchases can be made from time to time using a variety of methods, including open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic conditions and market conditions, and other considerations. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The Board’s authorization of the repurchase programs does not obligate the Company to acquire any particular amount of common stock and they may be suspended or discontinued at any time at the Company’s discretion.

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Item 6. Exhibits.

Exhibit  10.1 (1)	Third Amendment, effective February 20, 2014, to the Agreement for Distribution of Products by and between Whole Foods Market Distribution, Inc. and United Natural Foods, Inc.
Exhibit  21.1 (1)	Subsidiaries of the Registrant
Exhibit  31.1 (1)	Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a -14(a)
Exhibit  31.2 (1)	Certification of Co-Chief Executive Officer Pursuant to 17 CFR 240.13a - 14(a)
Exhibit  31.3 (1)	Certification of Chief Financial Officer Pursuant to 17 CFR 240.13a - 14(a)
Exhibit  32.1 (2)	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  32.2 (2)	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  32.3 (2)	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
Exhibit  101 (1)	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 13, 2014, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements

⁽¹⁾  Filed herewith.

⁽²⁾  Furnished herewith.

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SIGNATURE

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

		WHOLE FOODS MARKET, INC.
Date:	May 16, 2014	By:	/s/ Glenda Flanagan
			Glenda Flanagan
			Executive Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer)

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