Cindy McCann - Vice President of Investor Relations Walter Robb - Co-Chief Executive Officer, Director Ken Meyer - Executive Vice Presidents of Operations David Lannon - Executive Vice Presidents of Operations.

Stephen Grambling - Goldman Sachs Jason DeRise - UBS Ken Goldman - JPMorgan Scott Mushkin - Wolfe Research Shane Higgins - Deutsche Bank Robert Ohmes - Bank of America

Good day, everyone and welcome to today's conference. At this time, all participants are in a listen-only mode. Later, you will have the opportunity to ask questions during the question-and-answer session. (Operator Instructions) It is now my pleasure to turn the conference over to Ms. Cindy McCann, Vice President of Investor Relations. Please go ahead.

Good afternoon, and thank you for joining us. On today’s call are John Mackey and Walter Robb, Co-Chief Executive Officers, A.C. Gallo, President, Jim Sud, Executive Vice President of Growth & Development and David Lannon and Ken Meyer, Executive Vice Presidents of Operations. As a reminder, all forward-looking statements on this call are subject to risks and uncertainties that could cause actual results to differ materially from the expectations and assumptions discussed today. This may be due to a variety of factors, including the risks outlined in our company’s most recently filed Form 10-K. Please note, our press release and scripted remarks are available on our website. We assume you have read our press release. So we will use this time to focus on highlights from the quarter as well as our future outlook. All references to shares outstanding and per share amounts are adjusted to reflect our two-for-one stock split on May 29. I will now turn the call over to Walter Robb.

Thank you, Cindy, and good afternoon, everyone. We are very pleased to deliver another outstanding quarter. We produced a 20% increase in earnings per share on a 12% increase in sales, once again reporting a record or near record results on many levels, including average weekly sales per store of $728,000, translating to sales per gross square foot of $996, gross margin of 36.6%, store contribution of 11%, operating margin of 7.5%, EBITDA margin of 10% and a return on invested capital of 16.5%. Our solid performance and capital discipline generated $228 million in operating cash flow. We invested $115 million in new and existing stores resulting in $133 million in free cash flow. In addition, we repurchased $25 million of stock and returned $37 million in dividends to our shareholders. We ended the quarter with $1.5 billion in cash and investments and $384 million in share repurchase authority. Our sales trends have remained consistent over the last three quarters. For Q3, excluding an estimated 45 BP, a positive impact from our Team Member Appreciation Double Discount Day, our identical store sales increased 6.7%, or 15.3% on a two-year basis. The increase was driven by an approximate 4% increase in transaction count and a 3% increase in basket size. Our sales momentum and operating disciplines along with moderating inflation, helped generate another quarter of record gross margin performance. We remain committed to expanding our value offerings across the store, increasing our promotional activity and improving our relative price positioning. We continue to be very competitive in non-perishables with more opportunities to narrow the gap in perishables which reflect our higher quality standards. This quarter, our value efforts were more than offset by occupancy leverage, shrink reduction and buy side initiatives. In addition, cost of goods sold was positively impacted 19 basis points by a decrease in wholesale revenue related to our meat procurement program. Excluding this, our gross margin was 36.4%, in line with the second quarter. Direct store expenses increased 27 basis points to 25.6% of sales. Excluding the negative impact of the decrease in wholesale revenue and increase in team member discount costs related to our Double Discount Day, our direct store expenses as a percentage of sales were in line with our Q2 results of 25.4%. Store contribution was 11% of sales, in line with our record Q2 results. We opened four stores this quarter, expanding into three new markets. We are able to enter markets as diverse as suburban Danbury, Connecticut to urban Detroit, Michigan by tailoring our store size, product selection and pricing strategy to the particular community. In Detroit, we implemented a new value strategy in our perishable areas that has been very well received. We are opening a similar store in New Orleans later this year and we think that there's opportunities to duplicate elements of this value strategy for perishables in select markets across the country. Our new stores are continuing to deliver very healthy returns. For the last eight quarters, on average, our new store class has consisted of 26 stores open for approximately six months. At 37,000 square feet in size, they have produced average weekly sales of $528,000, translating to sales per gross square foot of $745 and generated a 5% contribution margin. These results, combined with our capital investment and pre-opening expense discipline, enabled us to deliver another quarter of high return on invested capital. For the quarter, our 25 comparable stores less than two years old produced an after-tax ROIC of 19%, another Q3 record. Check out the beyond the numbers section of our investor relations webpage for additional information about our new stores and more. Turning now to our updated outlook for the fiscal year and initial outlook for fiscal '14. Based on our strong Q3 results and our updated assumptions for the fourth quarter, we have raised our fiscal 2013 diluted EPS outlook by $0.01 to $0.02. Our new fiscal year EPS range of $1.45 to $1.46 implies EPS of $0.30 to $0.31 for the Q4. As we typically do at this point in the year, we are also narrowing our fiscal year ranges for comps and idents based on our year-to-date results. Our idents for the first three weeks of Q4 are 5.5%, which we attribute primarily to a tough comparison of 9.5% in the prior year. Our guidance for the quarter is 6.5% to 7%, or 14.8% to 15.3% on a two-year basis. This guidance reflects an expected acceleration in idents over the last nine weeks of Q4, as our year ago comparison eases 150 basis points to 8%. The high end of the two year range is consistent with our Q3 results excluding the positive impact from our Double Discount Day. Regarding gross margin, our long-term strategy remains in place. We are continuing to implement various value efforts, including more aggressive price matching against select competitors. We have been successful at offsetting these efforts thus far, but are not expecting the same degree of leverage in Q4. We also want to remind investors that our average weekly sales and gross profit as a percentage of sales are typically highest in the second and third quarters and lowest in the fourth quarter due to seasonally slower sales during the summer months. On a 12-week to 12-week basis, we expect operating income before pre-opening to increase a healthy 16% to 20% in Q4. We expect a record 12 new store openings versus seven last year, as well as a high number of openings in Q1 of next year, to drive a significant year-over-over increase in pre-opening expense and lower EPS growth of 7% to 11% compared to the 20% we produced year-to-date. Our initial outlook for fiscal year 2014 reflects another great year of consistent sales growth, record new store openings and strong operational performance. We expect sales growth of 12% to 14%, comps of 6.5% to 8%, idents of 6% to 7.5% and an EPS growth of 17% to 18%. This is an exciting time for our company. We are dedicated to providing communities with fresh, healthy, natural and organic food and are on track to deliver our fourth consecutive year of increases in new store openings. We continue to gain market share and see demand for 1,000 Whole Foods Market stores in the U.S. alone. Our outstanding operational performance is funding our growth and our new stores are creating a cycle of innovation across the company. We have signed 50 new leases over the last 12 months and now have 94 signed leases, nearly a three-year supply of new stores, in the pipeline. We expect accelerating square footage growth for several years to come. Each week, over seven million customers visit our 355 stores in 40 states and three countries. We are confident we can maintain our leadership position and continue to gain market share as we step up our new store openings, improve our relative value proposition, further differentiate our shopping experience and reinforce our standing as America's healthiest grocery store. We will now take questions. Please limit yourself to one question at a time so that everyone has an opportunity to participate. Our call will end at 4:30 Central Time. Thank you.

(Operator Instructions) We will take our first question from Stephen Grambling with Goldman Sachs. Your line is open. Stephen Grambling - Goldman Sachs: Maybe can you just address the new store productivity. On our calculations it looks like it was a little bit softer in the quarter. Just wondering if there is something unusual there in terms of timing. Then, second, if there is a reason to follow-up, I will.

Why do you think it was softer? Stephen? I don’t understand the question. Where do you see the softness? Stephen Grambling - Goldman Sachs: Just saying in the current quarter on our calculations it looks like it was a little bit softer than where it had been trending. More like the 60% range rather it had been more consistently in the 75% to 80% range?

We don’t know what you are talking about.

Well, I do. Hi, this is Cindy. The way we are reporting the results for new stores is on a rolling eight quarter average now and we have seen very consistently strong trends in our average weekly sales, sales per square foot and store contribution which are driving really strong ROIPs. So we don’t see any big changes in trends. The reason we started doing that rolling eight quarter average was to try to even out or smooth out any fluctuations that you can sometimes get on just one quarter basis. So I am assuming you are looking at the sales productivity on just one quarter basis. Is that right? Stephen Grambling - Goldman Sachs: Correct. That’s correct.

Just a little bit of color here. See, and I just have to say, one of the real bright lights here is, the performance of the new stores out the gate, they have consistently been performing, generating good sales per square foot and as you can see, the 5% contribution number are pretty good for the 26 stores. So our take on the view on this end is that it's really a strong positive. Stephen Grambling - Goldman Sachs: No, I mean that’s great to hear. I appreciate the color there. I guess, as another follow-up, just changing gears. You referenced the diversity in the store sites and locations. Can you maybe talk about how the model has maybe been changed or altering as you move into these more unique locations?

Hi, this is Ken. I think one of the things with the new store growth is that every store is different and that it reflects the community really well. So the size depends on what we are able to get in the marketplace. It is also what fits for the community. So a variation of no two stores are the same. So they vary quite a bit and are very reflective of each community that we go into.

This is David. Our Boston market, we are opening up the Johnnie's Foodmaster that we acquired last year will go from 8,000 growth line all the way up to close to 50,000 in Melrose and we are opening those stores every two weeks for the balance of the summer. So those are all locations that were are supermarket. So we are just taking their sites and turning them into Whole Foods.

We don't really have different models. I mean, we don't have like some retailers have like what they have their small, medium or large size model. I mean, we really get the store and so it's really going to sit right into the community and we are very flexible. We can do small stores as David said, as small as 8,000 square feet and we can do big stores 60,000 plus, and we continue to look for all those different opportunities and we thinking going forward, you are going to see a very wide range of stores. Now, some quarters may look like we are opening up smaller stores. It's just kind of how they fall, but on average our stores has still been average up there close to 40,000 square feet when you put them all together. I think part of being able to get to that thousand just add flexibility to take on these different opportunities.

Well, regardless of the size of the store, they all have to pass our five-year EVA hurdle in the real estate, so we have evaluate each store based on the competition in the marketplace we are in and we just had real estate meeting yesterday and I think we approved eight new sites and directed one, so we have our disciplines in place and I think it's paying off. Our new store performance is so much better today than it was just a few years ago and seems to be getting all the time. That's why we were all confused why you are saying it seem to be soft. From our perspective, we've never done better with new store openings. Thanks a lot, Stephen.

Thank you. We'll take our next question from the side of Jason DeRise with UBS. Your line is open. Jason DeRise - UBS: Jason DeRise at UBS. I wanted to ask about two things somewhat together. It was better than consensus expecting gross margins, but then I think when you back out some of the adjustments for the quarter maybe the sales were a little bit wide, so I wanted you to maybe talk about that it's maybe you are taking a little bit more on pricing and that's driving the gross margins up and does that explain why maybe sequentially through the quarter things slowed axe the Double Discount Day and ex-the of July 4 shift?

I think they were wide based on our guidance?

Jason are you referring to the first three weeks versus the last nine-week? Jason DeRise - UBS: Yes. I mean, I guess what I am saying, yes. Exactly, so if you forget that 200 basis points benefit for the first three weeks, you say 7% for the IDs.

Correct. Jason DeRise - UBS: I mean, you guys reported a number that included the 45 basis points benefit, but also I guess if you could quantify the July 4 shift I think that would help people, but even when I tried to back in to that it just seems like there was a deceleration it's for quarter an underlying basis? I mean, if you could share any color on that. The second part of it's really the gross margins were better. Are they two tied together in some way?

The numbers are actually consistent. I want to reiterate that 200-basis point impact on the three weeks is only a 45 basis tax for the quarter. Jason DeRise - UBS: Right. That makes sense.

ID was 7% for the first three weeks, which is a 15.2% on a two-year basis, excluding the Team Member Double Discount Day for those first three weeks and that's totally in line with the two-year and the last nine weeks. Jason DeRise - UBS: Okay. So you guys are looking at more on the two-year and that's what your…

You got to look at the two-year, because you got tougher comparisons, so you can never ignore that. We think that our results were pretty consistent with what we've been doing and we've reiterated our guidance for Q4, so we [people] would forget too much into the first three weeks when we are going up against a difficult comparison. I mean, if you look at Whole Foods Market's long-term track record for both comps and idents. I mean, it's amazingly consistently really other than the economic downturn, it's been amazingly consistent and so we feel really confident right now.

Just to read through, we've you just we are reaffirming the guidance for the quarter, which is 6.5% to 7%, which is again probably consistent one-year and a two-year basis. And, with respect to your question on gross margin, if you axe out those one-timers, you are back at 36.4%, which is very consistent with Q2, so I am not sure I understand your question there, but again it looks to us like we are steady she goes, pretty consistent here quarter-to-quarter. Jason DeRise - UBS: Okay. If I can ask one more on the gross margin, obviously there is that comment about 34% to 35% long-term, but still not seeing pressure here. So, I guess, do we need to think about a new range for long-term gross margin? Are you able to get your price points down? And grow your gross margin long-term?

I feel like I have become the boy crying wolf. We really are making price investments. So far, we were never been able to offset on the buy side plus really get better shrink control than we have had but as we are working through our plan going forward, we will begin to see some of these price investments maybe nipping gross margins a little bit but hopefully helping our COGS up through the strategic decisions that we think will produce, in the long-term, greater profits for our shareholders. So we haven’t seen that in gross profits yet, but I think that we will probably begin to see that some point. That’s why I said, I feel like I have become the boy crying wolf because I have been saying that for a few quarters and so far it hasn’t happened yet, but I feel certain it is going to happen.

This is David. Just a little more color. Ken and I are working on the shrink discipline and huge with all the stores in the region. We just let a new Addison store in Dallas and we embedded them with refrigerated doors for almost all of our produce in that store. So not only is that energy reduction but it is also shrink reduction. So we are starting to see those disciplines across all stores and if some, there is a lot of money to be saved. So we think, for this year, we have been able to offset any price investments by shrink control.

Yes, I mean it is an art of balance not a scientific balance. But one other interesting number was the days on hand with the 16.5 which is our best result so far in terms of really managing inventory and you put that with these operating disciplines of shrink control, inventory management, or helping to balance and as is often said, it is an art, not a science. So this is where we are right now.

(Operator Instructions). We will now move to the line of Ken Goldman with JPMorgan. Your line is open. Ken Goldman - JPMorgan: Can you update us on the pace of competition that you are seeing? Whether it's accelerating at all? Just an update because some of you larger, more traditional competitors have talked about accelerating their investment in organic and natural and there is obviously an IPO coming of one of your competitors out there too. So, just curious if you are seeing the space heat up in terms of competition or whether it has always been competitive and nothing has really changed?

We don’t think we have any new competitors. The same people we have been facing for years, possibly because Whole Foods has done so well and our market cap is so high, we are seeing a lot of people raise money, get valuation, more people going public and so there will probably be more capital thrown into the business to be sure. But we continue to gain market share. We just keep rolling along. As you can see, our results here, record EBITDA, record returns on investment capital, our growth has never been this rapid before, in terms of DAPs per unit we are opening and signing. In fact, arguably this is best Whole Foods has ever done in our 34 year history. So great success breeds competition. So I expect that we will see more competition but, again, we have first mover advantages. We are also innovating at a very rapid rate. So it’s the nature of capitalism and I like where Whole Foods is positioned right now.

This is Walter. I would just say, we love competition. It makes us better. We get to respond and innovate and grow. So bring it on. I think the ultimate answer here is that, in the marketplace that we are now seeing, we are saying we will the chips on and investing more dollars to grow the company faster than we ever have. If you look at 12 new stores in this quarter, Jim's team has done a fabulous job getting us close to another hundred leases in our pipeline. We are saying, we are betting that we can continue to grow in this marketplace that you describe. So it's robust, its' dynamic. That's always been so. But I think we feel good about our chances going forward.

Thank you. We will take our next question from the side of Scott Mushkin with Wolfe Research. Your line is open. Scott Mushkin - Wolfe Research: What I wanted to discuss actually, I think came up on the last conference call regarding maybe the pendulum swing a little bit too much towards not just smaller stores, but maybe more downscale stores and I was on a beach for a while and had a chance to walk (inaudible) at you guys stores and I did come across a few that I would say, maybe went that direction. So I guess my question is, a, do you think maybe it did go a little too far there and the stores aren’t differentiated enough and that you need to swing the pendulum back a little bit, and as you swing it back, if you agree with that, how do you control the cost as make that switch. As the economy is different and things have changed since the great recession? Thank you.

What exactly you are talking about? Scott Mushkin - Wolfe Research: What specific stores, John.

Yes. The ones that you feel are down scale or too down scale. I am just curious. Scott Mushkin - Wolfe Research: I mean, I wouldn't say down scale while putting quotes, I would say, Katy, Texas to more in Iowa to be specific.

That's a new word. Isn't it? Down scale I don't ever heard as well.

You mean the markets, the stores themselves or the fact that those are markets that are sort of new markets for us? Meaning that whether stores looked and showed up? Scott Mushkin - Wolfe Research: I mean, I think, I would put quotes around it. Because, I think you guys do is naturally [had] down scale I think comparison to some of the other stores. It seemed that the core package was a little different than I would normally would see with Whole Foods, and I was just wondering. Maybe this doesn't makes sense, but that's kind of what my impression at least.

I'll make a general comment then Dave and Ken can give you some color on that, but I mean, I think you know again part of this is the right size store for the right community and the for example I am very familiar with that one. It's sort of a 30,000. We took that over from our boarders one of those outlets and so I think the business model there was fairly straight forward and projections and so forth. I think we are kind of working way into that one, but I have been through that store. It's fairly straightforward, but do you guys want to add some color to Katy?

You want to get on the plane with us go visit some stores, we could show you some exciting stores all over the country, but I think It'd be pretty envious if you saw our [deal] and the move to morning for example, but come to (Inaudible), we just opened a new store up in (Inaudible) in Southern California. We got airstream inside the store. That's our bar inside the store, very exciting punched up in that store. If you didn't like Katy might try going to Edison, Dallas, I think lots of inflation, lot of excitement there. The re-low from our old Richardson store. The store is doing tremendous sale and if all those stores that you cited are doing very well.

I don't think there's any effort to say we are going to lower the bar. I think, there is a minimum bar. If you are going to do Whole Foods Market is going to be at a certain level than I think then from the store gets bigger as volume gets higher, you are going to see some different programs.

You put different things in different stores. Like we said, we try to design a store to the community and what we think people in that community will really want and support and you are going to have some of our stores that just get lots more new innovation and different things than other stores, which we built fairly straightforward and we only have 30,000 square foot store like West Des Moines. There's only so much you put in there, you have to pretty much keep the basic as you got to be able to get all the basic items in there. You are not going to see some of the innovative concepts including in-store restaurants and sit down eating areas and all that stuff you are not going to have there like you have in some of the larger 60,000 square foot stores that we put in some area.

Make sure you get to our Brooklyn store, which opens about probably in November or maybe early December. I think you will agree. That won't be a down scale store. That being said, you know us well enough to know that since we've heard your comments, we are going to check in all these, so thanks for the feedback. Scott Mushkin - Wolfe Research: Thank you, guys. I mean, you've done a marvelous job of controlling expenses and they are actually phenomenal.

Thanks a lot. Appreciate that.

Thank you. We'll go now to the side of Shane Higgins with Deutsche Bank. Your line is open. Shane Higgins - Deutsche Bank: Good afternoon and thanks for taking the questions. I just want to drill down on the composition of the comp or the traffic and ticket. I think, Walter, in your prepared remarks you noted that traffic was about 4%, and I believe you guys were cycling this up 7% last year, so that traffic remains a pretty positive element of your story and I think that's a step up from the second quarter and I just wanted to get your thoughts on that if that was a reflection of the price investments you are making, maybe the moderating inflation, I think weather was an impact last quarter. Any color you can give on that and then on the composition of the ticket too. Thanks.

Thanks. I think it's a slight positive up from the Q2, and I think that the 60-40 is our historical range. We are back in that now the 4% is a nice number. As you know, we are coming out of recession. We were punching up sort of almost close to 80% ticket basket and we've normalized back to the 60-40, but we have seen a little bit of an increase in three from two and I think you've got that exactly right. Your other question was around the basket. Do you guys want to comment on the basket? It's all about the average price, really. Do you want to comment on the basket composition at all? What we are seeing on units or pricing on anything there?

Well, I think in the third quarter we have done a really good job of being clear about how we market price and being very surgical about we price and where we want to put the value, where we want to make investments and that’s definitely showing up in how the basket composition has changed. Also the various one-day deals and weekend deals that we have, that’s affected as well and that isn’t consistent year-over-year, it varies with what we have available to us and what we promote at the time. So that all factors in how the basket evolves.

Are we getting extra question? Shane Higgins - Deutsche Bank: Yes, I think so. That’s helpful. Are you guys pulling into new shoppers you think as well? You mentioned the promotions that you guys have been running. Do you think that’s also attracting people outside your core loyal customers?

Yes, we are (inaudible) by the trade. This is David. As the Detroit experience, again, it hasn’t been a core demographic of Whole Foods Market. So, we are thrilled and our stores are doing at least double of what we expected it to do, and its off to a tremendous start and it has super diverse customer base. Again, we think that gives us great confidence to go into markets we haven’t been or people haven’t thought at as traditional for Whole Foods Market at best.

I think the other thing you mentioned is, I don’t know if you noticed but our social media presence is almost 3 million and 4 million twitter. We are number two brand on Twitter and I think that allows us to bridge into a new generation of customers who are digital natives and it creates us another exciting platform for us to reach people. So, yes I do think we are generating new customers. I would like to be able to give you a more scientific answer on that but just that sort platform, that sort of ability to reach people is really helping us.

Thank you. We will take our final question today from Robert Ohmes with Bank of America. Your line is open. Robert Ohmes - Bank of America: I just had a follow-up question on the comment about, I think Walter you might have made it on more aggressive price matching against select competitors. I was hoping maybe you could talk a little bit about whether that is more targeted towards natural organic competitors or the traditional groceries? Also, is it pretty regionalized or is it broad by category or is it targeted to the produce category? Maybe just a little more color about that more aggressive price matching that you guys are doing now. Thanks.

This is Ken here. I think what we are looking at with pricing is, it depends upon the market. We look at primary competitors. So it could be a traditional or conventional compared, it could be a natural food competitor, it could be a rising competitor that’s new into the marketplace. So it very depends upon who we see as the folks that we want to compete against and price against and so we study that. We look at how we want to match up, what categories are we going to look at, what the (inaudible) are going to look and so it’s a very comprehensive process that varies, even store-to-store, but market-to-market and we feel really good that the data that we have and the methodology which we are using now is stronger than ever. It (inaudible) about our position to promote differently and merchandise the stores differently based on value. Want to speak some more?

And we also, (inaudible), our data team is at a point now where we such good information that we do a lot of experiments that’s just really exciting. So we can try a lot of different pricing initiatives against different types of competitors, again in different marketplaces with different products and see what happens. See what kind of elasticity there is in terms of the pricing versus pickup in sales and see what the customers really want. So we are doing a lot of that kind of experimenting and it's a whole new area for us. It is not something that we have really had the types of data and the team that we worked on before. Some of the (inaudible) data really have been spearheading. I find it very exciting.

Our team members are very proud of our prices. We don’t have to be ashamed compared to any other competitors (inaudible) because we have prices and we are proud to show you about it and show it in our stores.

Okay, great. Thanks everyone for the questions. Thanks for listening in. Please join us in early November for the fourth quarter earnings call. A transcript of the scripted portion of this call along with a recording of the call is now available on our website. Thanks very much. Talk to everybody next quarter. Bye-bye.

Thank you, and this does conclude today's conference. You may disconnect at any time. Thank you, and have a great day.