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Whole Foods Market Reports Fourth Quarter Results
PR Newswire
Company Produces $0.20 of Diluted EPS and Generates $113 Million of Operating Cash Flow and $51 Million of Free Cash Flow; Company Provides Outlook for Fiscal Year 2010

AUSTIN, Texas, Nov. 4 /PRNewswire-FirstCall/ -- Whole Foods Market, Inc. (NASDAQ: WFMI) today reported results for the 12-week fourth quarter and 52-week fiscal year ended September 27, 2009.

Sales for the quarter increased 2.3% to $1.8 billion. Comparable store sales decreased 0.9% versus a 0.4% increase in the prior year. Identical store sales, excluding eight relocations and two major expansions, decreased 2.3% versus a 0.5% decrease in the prior year. Excluding the negative impact of foreign currency translation, comparable store sales decreased 0.7%, and identical store sales decreased 2.0%.

For the fourth quarter, income available to common shareholders was $28.7 million, or $0.20 per diluted share, compared to $1.5 million, or $0.01 per diluted share, for the fourth quarter last year. Results in the current quarter included a LIFO credit of $3.4 million, or $0.01 per diluted share.

Results in the fourth quarter last year included: a LIFO charge of $4.7 million, or $0.02 per diluted share; non-cash asset impairment charges related to two Wild Oats locations of $1.5 million, or $0.01 per diluted share; FTC-related legal expenses of $2.5 million, or $0.01 per diluted share; charges related to lease terminations of Whole Foods Market stores in development and store closure reserve adjustments related to idle Wild Oats properties of $20.2 million, or $0.07 per diluted share; and tax charges resulting from the repatriation of $60 million in cash from the Company’s Canadian subsidiary of $6.1 million, or $0.04 per diluted share.

"We believe our sales have stabilized and officially turned the corner. Our comparable store and identical store sales trends improved for the second quarter in a row and, after five quarters of year-over-year declines, so far in the first quarter are up 1.6% and 0.4%, respectively," said John Mackey, chairman, chief executive officer, and co-founder of Whole Foods Market. "We are very pleased with the $273 million of free cash flow we generated this year along with the significant year-over-year improvements we produced in our balance sheet. Our total cash increased $470 million to $501 million, and total debt decreased $190 million to $739 million. From where we stand today, we believe we are well positioned to meet our long-term debt maturities in 2012."

Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") increased 46% to $133.5 million, and earnings before interest, taxes, depreciation and other non-cash expenses ("EBITANCE") increased 34% to $142.8 million. Approximately $74.0 million relating to depreciation and amortization, asset impairments, LIFO, share-based payments, and deferred rent was expensed for accounting purposes but was non-cash in the current quarter.

During the quarter, the Company produced $113.0 million in cash flow from operations and invested $62.5 million in capital expenditures, of which $51.1 million related to new stores. This resulted in free cash flow of $50.5 million. Cash and cash equivalents, including restricted cash, increased to $501.2 million, and the Company had $335.2 million available on its credit line, net of $14.8 million in outstanding letters of credit. The Company’s total debt was $739.2 million.

For the 52-week period ended September 27, 2009, sales increased 1.0% to $8.0 billion. Comparable store sales decreased 3.1% versus a 4.9% increase in the prior year, and identical store sales, excluding 12 relocations and three major expansions, decreased 4.3% versus a 3.6% increase in the prior year. Excluding the negative impact of foreign currency translation, comparable store sales decreased 2.6%, and identical store sales decreased 3.7%.

For the fiscal year, the tax rate was 41.5%, income available to common shareholders was $118.8 million, and diluted earnings per share were $0.85. These results included:

  • a LIFO credit of $5.6 million, or $0.02 per diluted share;
  • non-cash asset impairment charges related to operating stores of $14.8 million, or $0.06 per diluted share;
  • FTC-related legal costs of $14.7 million, and non-cash impairment charges related to the FTC settlement agreement of $4.8 million, or $0.08 per diluted share; and
  • store closure reserve adjustments primarily related to changes in certain sub-tenant income estimates driven by the outlook for the commercial real estate market of $12.9 million, or $0.05 per diluted share.

For the fiscal year, adjusted EBITDA increased 16% to $575.6 million, and EBITANCE increased 12% to $619.8 million. The Company produced $587.7 million in cash flow from operations and invested $314.6 million in capital expenditures, of which $248.0 million related to new stores. This resulted in free cash flow of $273.1 million. In addition, the Company paid cash dividends to preferred stockholders of $19.8 million during the fiscal year.

The Company’s results for the last five fiscal quarters and comparable and identical store sales results for the current quarter to date are shown in the following table. Where applicable, percentages have been adjusted to exclude asset impairment charges and FTC-related legal costs.

                                                                          QTD
                                  4Q08    1Q09    2Q09    3Q09    4Q09    1Q10
                                  ----    ----    ----    ----    ----    ----

    Sales growth                15.5%    0.4%   -0.5%     2.0%    2.3%    5.4%

    Comparable store
     sales growth                0.4%   -4.0%   -4.8%    -2.5%   -0.9%    1.6%

      Excluding foreign
       currency                  0.4%   -3.4%   -4.1%    -2.0%   -0.7%    1.4%

    Two-year comps
     (sum of two years)          8.6%    5.3%    1.9%     0.1%   -0.6%   -0.5%

      Excluding foreign
       currency                  8.4%    5.6%    2.5%     0.5%   -0.2%    0.0%

    Identical store
     sales growth               -0.5%   -4.9%   -5.8%    -3.8%   -2.3%    0.4%
      Excluding foreign
       currency                 -0.4%   -4.2%   -5.1%    -3.3%   -2.0%    0.3%

    Two-year idents
     (sum of two years)          5.6%    2.2%   -0.7%    -1.9%   -2.8%   -2.9%
      Excluding foreign
       currency                  5.5%    2.6%   -0.1%    -1.5%   -2.4%   -2.4%

    Gross profit                33.3%   33.4%   34.7%    35.2%   34.2%
      Gross profit
       excluding LIFO           33.6%   33.5%   34.7%    34.8%   34.0%

    Direct store expenses       26.6%   26.4%   26.2%(1) 26.6%   26.9%

    Store contribution           6.8%    6.9%    8.5%     8.5%    7.3%
      Store contribution
       excluding LIFO            7.0%    7.1%    8.5%     8.2%    7.2%

    G&A expenses                 2.9%    2.9%    2.9%     2.8%    2.8%

    (1) Unusually low number of workers’ compensation claims and average cost
        per claim in the quarter

For the quarter, gross profit, excluding LIFO, increased 46 basis points to 34.0% of sales, with an improvement in cost of goods sold more than offsetting higher occupancy costs as a percentage of sales. The LIFO adjustment was a $3.4 million credit versus a $4.7 million charge last year, a positive impact of 45 basis points. Excluding asset impairment charges of $1.5 million last year, direct store expenses increased 32 basis points to 26.9% of sales driven by increases in health care and depreciation which were partially offset by an improvement in workers’ compensation expense as a percentage of sales. As a result, store contribution, excluding LIFO and asset impairment charges, improved 13 basis points to 7.2% of sales.

For stores in the identical store base, gross profit, excluding LIFO, improved 47 basis points to 34.1% of sales, direct store expenses improved 11 basis points to 26.5% of sales, and store contribution improved 58 basis points to 7.6% of sales.

G&A expenses, excluding FTC-related legal costs, improved 12 basis points to 2.8% of sales. FTC-related legal costs totaled $0.5 million in the fourth quarter versus $2.5 million in the prior year.

Pre-opening expenses were $10.6 million versus $15.2 million in the prior year.

Relocation, store closure and lease termination costs were $3.2 million versus $27.2 million last year. Results in the prior year included $5.5 million in charges related to lease terminations of Whole Foods Market stores in development and $14.7 million in store closure adjustments related to idle Wild Oats properties.

Additional information on the quarter for comparable stores and all stores is provided in the following table.

                                      NOPAT       # of    Average     Total
    Comparable Stores        Comps    ROIC(1)    Stores    Size    Square Feet
    -----------------        -----    -------    ------   -------  -----------
    Over 11 years old
     (15.6 years old,
     s.f. weighted)          -2.1%      68%        97      26,900    2,612,800
    Between eight and
     11 years old            -2.2%      43%        56      32,000    1,792,800
    Between five and
     eight years old         -4.5%      41%        43      37,300    1,603,700
    Between two and five
     years old               -0.1%       9%        53      50,800    2,694,000
    Less than two years old
     (including eight
     relocations)            13.8%      -2%        25      54,100    1,352,300
    -----------------------  -----      ---        --      ------    ---------

    All comparable stores
     (7.8 years old, s.f.
     weighted)               -0.9%      24%       274      36,700   10,055,600
    All stores (7.4 years
     old, s.f. weighted)                21%       284      37,200   10,565,800

    (1) Reflects store-level capital and net operating profit after taxes
        ("NOPAT"), including pre-opening expense

Growth and Development

The Company opened three stores in the fourth quarter. So far in the first quarter of fiscal year 2010, the Company has opened three stores in San Francisco, CA; Santa Barbara, CA; and Seattle, WA and closed one former Wild Oats store in Littleton, CO. The Company currently has 286 stores totaling 10.6 million square feet. Two additional stores are expected to open in the first quarter.

Since the Company’s third quarter earnings release, the Company has reduced the size of two stores in development by an average of 16,200 square feet each. The Company also recently signed three new leases in Huntington Beach, CA; Columbus, OH; and Pittsburgh, PA averaging 33,000 square feet in size, all currently scheduled to open after fiscal year 2010.

The following table provides additional information about the Company’s store openings in fiscal years 2008 and 2009, leases currently tendered but not opened, and total development pipeline for stores scheduled to open through fiscal year 2013. For accounting purposes, a store is considered tendered on the date the Company takes possession of the space for construction and other purposes, which is typically when the shell of the store is complete or nearing completion. The average tender period, or length of time between tender date and opening date, will vary depending on several factors, one of which is the number of acquired leases, ground leases and owned properties in development, all of which generally have longer tender periods than standard operating leases.

                                        Stores    Stores   Current    Current
                                        Opened    Opened    Leases     Leases
    New Store Information                FY08      FY09    Tendered  Signed(1)
    ---------------------               ------    ------   --------  ---------
    Number of stores
     (including relocations)                20        15        18          53
    Number of relocations                    6         6         1           8
    Number of lease acquisitions,
     ground leases and owned properties      4         4         4           4
    New markets                              3         1         4           7
    Average store size
     (gross square feet)                53,000    53,500    43,500      44,800

    Total square footage             1,060,700   801,800   783,800   2,409,700
    Average tender period in months        9.7      12.6
    Average pre-opening expense per
     store (incl. rent)               $2.5 mil  $3.0 mil
    Average pre-opening rent
     per store                        $1.1 mil  $1.3 mil

    (1) Includes leases tendered

FTC Update

As previously announced on June 1, 2009, the FTC approved a settlement agreement resolving its antitrust challenge to the Company’s acquisition of Wild Oats Markets, Inc. Under the terms of the agreement, a third-party divestiture trustee was appointed to market for sale until September 8, 2009: leases and related assets for 19 non-operating former Wild Oats stores; leases and related fixed assets (excluding inventory) for 12 operating acquired Wild Oats stores and one operating Whole Foods Market store; and Wild OatsĀ® trademarks and other intellectual property associated with the Wild Oats stores.

The divestiture period has been extended by the FTC until March 8, 2010 for six operating and two non-operating former Wild Oats stores as well as Wild OatsĀ® trademarks and other intellectual property associated with the Wild Oats stores. The divestiture period for those eight stores may be extended further only to allow the FTC to approve any previously submitted purchase agreements. The seven remaining operating stores have been retained by the Company without further obligation to attempt to divest.

Pursuant to the FTC’s approval of the final consent order in the third quarter, the Company recorded non-cash impairment charges to adjust the carrying value of leases and fixed assets to fair value relating to the potential sales of certain operating stores. Cash expenses relating to legal and trustee fees are not expected to be material. No additional material charges are expected related to the potential sale of the six operating stores, the two non-operating properties for which a lease liability reserve is already recorded, or the trademarks which have been fully amortized.

Redemption of Series A Preferred Stock

On October 23, 2009, the Company announced that it exercised its right to redeem the $425 million of Series A Preferred Stock issued to Leonard Green & Partners last year. Under the terms of the agreement, the Company has the option to redeem the preferred stock upon 30 days written notice if its common stock closes at or above $28.50 for 20 consecutive trading days. Also under the terms of the agreement, Leonard Green & Partners has the right to convert its preferred stock into common stock prior to redemption.

Based on the conversion rate and the current trading price of its common stock, the Company anticipates that Leonard Green & Partners will choose to convert the preferred stock into common stock prior to the November 27, 2009 redemption date. The conversion of the preferred stock will save the Company approximately $34 million in preferred cash dividends per year. If the preferred stock is converted as expected, the Company’s common stock outstanding will increase by approximately 29.7 million shares. The net impact on future diluted earnings per share should not be material.

Assumptions for Fiscal Year 2010

For the first five weeks of the first quarter of fiscal year 2010, total sales increased 5%. Comparable store sales increased 1.6% versus a 2.1% decrease in the prior year, and identical store sales increased 0.4% versus a 3.3% decrease in the prior year.

The Company is pleased with its sales trends quarter to date; however, increased price investments could negatively impact our sales going forward, and with no anticipated positive change in the economy over the short term, the Company believes it is reasonable to expect sales results for the fiscal year in line with or slightly better than these quarter-to-date results. For the fiscal year, the Company expects sales growth of 5% to 8%, comparable store sales growth of 1% to 4%, and identical store sales growth of 0% to 3%. The Company expects to open 16 new stores, 10 of which are expected to open in the first half of the year.

While sales comparisons will be easier in the first half of the year, the Company will have difficult expense comparisons due to the cost savings realized in fiscal year 2009. In addition, with 0% to 3% identical store sales growth, the Company does not expect to realize the same year-over-year operating margin improvement in its younger stores as has been produced in the past. For these reasons, and given the likelihood of continued selective, strategic price investments, the Company expects operating margin to be in line with the 4.1% produced in fiscal year 2009 excluding non-cash asset impairment charges, FTC-related legal and settlement costs, and store closure reserve adjustments.

The Company expects total pre-opening and relocation costs in the range of $55 million to $60 million.

The Company expects net interest expense of $28 million to $32 million.

The Company expects an annualized effective tax rate in the range of 41% to 42%.

Based on these assumptions, the Company estimates EBITDA in the range of $625 million to $650 million and EBITANCE in the range of $675 million to $700 million.

The Company estimates diluted earnings per share, based on approximately 170 million weighted average shares outstanding, in the range of $1.05 to $1.10.

Capital expenditures for the fiscal year are expected to be in the range of $350 million to $400 million. Of this amount, approximately 60% to 65% relates to new stores opening in fiscal year 2010 and beyond.

The following table provides information about the Company’s estimated store openings in fiscal years 2010 through 2013 based on the current development pipeline. These openings reflect estimated tender dates, which are subject to change, and do not incorporate any potential new leases, terminations or square footage reductions.

The Company is committed to producing positive free cash flow on an annual basis and is confident it will produce operating cash flow in excess of the capital expenditures needed to open the stores in its current development pipeline.


                                                   Average             Ending
                                                   Square    Ending    Square
                              Total                Feet per  Square    Footage
                            Openings  Relocations   Store   Footage(1) Growth

    FY10 remaining stores
     in development            13         0        44,600  11,216,100    6.2%
    FY11 stores in
     development               17         4        39,600  11,772,300    5.0%
    FY12 stores in
     development               15         2        46,900  12,426,600    5.6%
    FY13 stores in
     development                8         2        52,300  12,781,200
    Total                      53         8        44,800

    (1) Reflects year-to-date openings/closures in fiscal year 2010 and one
        expansion in development in fiscal year 2011

About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market (www.wholefoodsmarket.com) is the leading natural and organic foods supermarket, America’s first national certified organic grocer, and was named "America’s Healthiest Grocery Store" in 2008 by Health magazine. In fiscal year 2008, the Company had sales of approximately $8 billion and currently has 286 stores in the United States, Canada, and the United Kingdom. Whole Foods Market employs more than 52,000 Team Members and has been ranked for 12 consecutive years as one of the "100 Best Companies to Work For" in America by Fortune magazine.

Forward-looking statements

The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, which could cause our actual results to differ materially from those described in the forward-looking statements. These risks include but are not limited to general business conditions, the successful integration of acquired businesses into our operations, changes in overall economic conditions that impact consumer spending, including fuel prices and housing market trends, the impact of competition, changes in the Company’s access to available capital, and other risks detailed from time to time in the SEC reports of Whole Foods Market, including Whole Foods Market’s report on Form 10-K for the fiscal year ended September 28, 2008. Whole Foods Market undertakes no obligation to update forward-looking statements.

The Company will host a conference call today to discuss this earnings announcement at 4:00 p.m. CT. The dial-in number is 1-800-862-9098, and the conference ID is "Whole Foods." A simultaneous audio webcast will be available at www.wholefoodsmarket.com.

    Whole Foods Market, Inc.
    Consolidated Statements of Operations (unaudited)
    (In thousands, except per share amounts)

                           Twelve weeks ended        Fifty-two weeks ended
                      September 27, September 28, September 27,  September 28,
                           2009          2008          2009           2008
    -----             ------------- ------------- -------------  -------------
    Sales              $1,829,229     $1,788,919      $8,031,620   $7,953,912
    Cost of goods sold
     and occupancy
     costs              1,203,263      1,192,917       5,277,310    5,247,207
    ------------------  ---------      ---------       ---------    ---------
      Gross profit        625,966        596,002       2,754,310    2,706,705
    Direct store
     expenses             491,593        474,983       2,130,982    2,106,449
    Asset impairments
     from continuing
     locations                 20          1,491          14,827        1,491
    -----------------         ---          -----          ------        -----
      Store
       contribution       134,353        119,528         608,501      598,765
    General and
     administrative
     expenses              51,725         54,669         243,749      270,428
    ---------------        ------         ------         -------      -------
      Operating income
       before pre-
       opening and
       store closure       82,628         64,859         364,752      328,337
    Pre-opening
     expenses              10,602         15,151          49,218       55,554
    Relocation, store
     closure and
     lease termination
     costs                  3,248         27,159          31,185       36,545
    ------------------      -----         ------          ------       ------
      Operating income     68,778         22,549         284,349      236,238
    Interest expense       (7,892)        (8,303)        (36,856)     (36,416)
    Investment and
     other income             921          1,267           3,449        6,697
    --------------            ---          -----           -----        -----
      Income before
       income taxes        61,807         15,513         250,942      206,519
    Provision for
     income taxes          25,397         14,011         104,138       91,995
    -------------          ------         ------         -------       ------
      Net income           36,410          1,502         146,804      114,524
    ------------           ------          -----         -------      -------
    Preferred stock
     dividends              7,744              -          28,050            -
    ---------------         -----            ---          ------          ---
      Income available
       to common
       shareholders       $28,666         $1,502        $118,754     $114,524
      ----------------    -------         ------        --------     --------

    Basic earnings per
     share                  $0.20          $0.01           $0.85        $0.82
    ------------------      -----          -----           -----        -----
    Weighted average
     shares
     outstanding          140,510        140,286         140,414      139,886
    ----------------      -------        -------         -------      -------

    Diluted earnings
     per share              $0.20          $0.01           $0.85        $0.82
    ----------------        -----          -----           -----        -----
    Weighted average
     shares
     outstanding,
     diluted basis        140,510        140,286         140,414      140,011
    ----------------      -------        -------         -------      -------

    Dividends declared
     per common share          $-             $-              $-        $0.60
    ------------------        ---            ---             ---        -----



    Whole Foods Market, Inc.
    Condensed Consolidated Balance Sheets (unaudited)
    September 27, 2009 and September 28, 2008
    (In thousands)


    Assets                                                   2009       2008
    ------                                                   ----       ----
    Current assets:
    Cash and cash equivalents                            $430,130    $30,534
    Restricted cash                                        71,023        617
    Accounts receivable                                   104,731    115,424
    Merchandise inventories                               310,602    327,452
    Prepaid expenses and other current assets              51,137     68,150
    Deferred income taxes                                  87,757     80,429
    ---------------------                                  ------     ------
      Total current assets                              1,055,380    622,606
    Property and equipment, net of accumulated
     depreciation and amortization                      1,897,853  1,900,117
    Goodwill                                              658,254    659,559
    Intangible assets, net of accumulated amortization     73,035     78,499
    Deferred income taxes                                  91,000    109,002
    Other assets                                            7,866     10,953
    ------------                                            -----     ------
      Total assets                                     $3,783,388 $3,380,736
      ------------                                     ---------- ----------


    Liabilities and Shareholders’ Equity                     2009       2008
    ------------------------------------                     ----       ----
    Current liabilities:
    Current installments of long-term debt and
     capital lease obligations                               $389       $380
    Accounts payable                                      189,597    183,134
    Accrued payroll, bonus and other benefits due
     team members                                         207,983    196,233
    Dividends payable                                       8,217          -
    Other current liabilities                             277,838    286,430
    -------------------------                             -------    -------
      Total current liabilities                           684,024    666,177
    Long-term debt and capital lease obligations,
     less current installments                            738,848    928,790
    Deferred lease liabilities                            250,326    199,635
    Other long-term liabilities                            69,262     80,110
    ---------------------------                            ------     ------
      Total liabilities                                 1,742,460  1,874,712
      -----------------                                 ---------  ---------

    Series A redeemable preferred stock, $0.01 par
     value, 425 and no shares authorized, issued and
     outstanding in 2009 and 2008, respectively           413,052          -

    Shareholders’ equity                                1,627,876  1,506,024
    --------------------                                ---------  ---------
    Commitments and contingencies
    -----------------------------                      ---------- ----------
      Total liabilities and shareholders’ equity       $3,783,388 $3,380,736
      ------------------------------------------       ---------- ----------



    Whole Foods Market, Inc.
    Consolidated Statements of Cash Flows (unaudited)
    (In thousands)

                                                      Fifty-two weeks ended
                                                 September 27,   September 28,
                                                      2009            2008
    -------------------------                         ----            ----
    Cash flows from operating
     activities:
    Net income                                     $146,804        $114,524
    Adjustments to reconcile
     net income to net cash
     provided by operating activities:
        Depreciation and amortization               266,695         249,213
        Loss on disposition of fixed assets           3,012           3,754
        Impairment of long-lived assets              24,508           9,195
        Share-based payments expense                 12,795          10,505
        LIFO expense (benefit)                       (5,598)         12,683
        Deferred income tax expense (benefit)        14,076          (9,993)
        Excess tax benefit related to
         exercise of team member stock options          (42)         (5,686)
        Deferred lease liabilities                   48,029          44,167
        Other                                         2,800             (65)
        Net change in current assets
         and liabilities:
          Accounts receivable                        10,408         (10,468)
          Merchandise inventories                    21,732         (52,630)
          Prepaid expenses and other
           current assets                            21,415         (27,833)
          Accounts payable                            6,527         (45,378)
          Accrued payroll, bonus and
           other benefits due team members           11,985          14,413
          Other current liabilities                  14,696          14,350
        Net change in other long-term liabilities   (12,121)         14,241
    ---------------------------------------------   -------          ------
    Net cash provided by operating activities       587,721         334,992
    ---------------------                           -------         -------
    Cash flows from investing activities:
      Development costs of new locations           (247,999)       (357,520)
      Other property and equipment
       expenditures                                 (66,616)       (171,952)
      Acquisition of intangible assets               (1,604)         (1,630)
      Purchase of available-for-
       sale securities                                    -        (194,316)
      Sale of available-for-sale securities               -         194,316
      Decrease (increase) in
       restricted cash                              (70,406)          1,693
      Payment for purchase of
       acquired entities, net of cash acquired            -          (5,480)
      Proceeds from divestiture, net                      -         163,913
      Other investing activities                        342          (1,745)
    ----------------------------                        ---          ------
    Net cash used in investing activities          (386,283)       (372,721)
    -------------------------------------          --------        --------
    Cash flows from financing activities:
      Common stock dividends paid                         -        (109,072)
      Preferred stock dividends paid                (19,833)              -
      Issuance of common stock                        4,286          18,019
      Excess tax benefit related to
       exercise of team member stock options             42           5,686
      Proceeds from issuance of
       redeemable preferred stock, net              413,052               -
      Proceeds from long-term borrowings            123,000         317,000
      Payments on long-term debt
       and capital lease obligations               (321,092)       (161,151)
      Other financing activities                          -            (652)
    ----------------------------                        ---            ----
    Net cash provided by financing activities       199,455          69,830
    -----------------------------------------       -------          ------
    Effect of exchange rate
     changes on cash and cash equivalents            (1,297)         (1,567)
    -------------------------------------            ------          ------
    Net change in cash and cash equivalents         399,596          30,534
    Cash and cash equivalents at
     beginning of period                             30,534               -
    ----------------------------                     ------             ---
    Cash and cash equivalents at
     end of period                                 $430,130         $30,534
    ----------------------------                   --------         -------

    -------------------------------
    Supplemental disclosure of cash
     flow information:                              -------        --------
      Interest paid                                 $43,685         $36,155
      Federal and state income taxes paid           $69,701        $118,366
    -------------------------------------           -------        --------



    Whole Foods Market, Inc.
    Non-GAAP Financial Measures (unaudited)
    (In thousands)

    In addition to reporting financial results in accordance with generally
    accepted accounting principles, or GAAP, the Company provides information
    regarding Economic Value Added ("EVA"), Earnings before interest, taxes
    and non-cash expenses ("EBITANCE"),  Earnings before interest, taxes,
    depreciation and amortization ("EBITDA"), Adjusted EBITDA and Free Cash
    Flow in the press release as additional information about its operating
    results.  These measures are not in accordance with, or an alternative to,
    GAAP. The Company’s management believes that these presentations provide
    useful information to management, analysts and investors regarding certain
    additional financial and business trends relating to its results of
    operations and financial condition. In addition, management uses these
    measures for reviewing the financial results of the Company as well as for
    incentive compensation and capital planning purposes. Management believes
    EBITANCE is a useful non-GAAP measure of financial performance, helping
    investors more meaningfully evaluate the Company’s cash flow results by
    adjusting for certain non-cash expenses.  These expenses include
    depreciation, amortization, fixed asset impairment charges, non-cash
    share-based payments expense, deferred rent, and LIFO charge. Similar to
    EBITDA, this measure goes further by including other non-cash expenses,
    primarily those which have arisen since the use of EBITDA became common
    practice and because of accounting changes due to recent accounting
    pronouncements. Management uses EBITANCE as a supplement to cash flows
    from operations to assess the cash generated from our business available
    for capital expenditures and the servicing of other requirements including
    working capital. The Company defines Adjusted EBITDA as EBITDA plus non-
    cash asset impairment charges. The Company defines Free Cash Flow as net
    cash provided by operating activities less capital expenditures.

    The following is a tabular reconciliation of the EVA non-GAAP financial
    measure to GAAP net income, which the Company believes to be the most
    directly comparable GAAP financial measure.



                      Twelve weeks ended             Fifty-two weeks ended
                 September 27,   September 28,   September 27,   September 28,
    EVA               2009            2008            2009            2008
    ---               ----            ----            ----            ----
    Net income      $36,410          $1,502        $146,804        $114,524
    Provision
     for income
     taxes           25,397          14,011         104,138          91,995
    Interest
     expense and
     other           15,397          22,336          58,528          64,276
    ------------     ------          ------          ------          ------
      NOPBT          77,204          37,849         309,470         270,795
    Income taxes
     (40%)           30,882          15,140         123,788         108,318
    ------------     ------          ------         -------         -------
      NOPAT          46,322          22,709         185,682         162,477
    Capital charge   64,324          55,249         265,869         231,049
    --------------   ------          ------         -------         -------
      EVA          $(18,002)       $(32,540)       $(80,187)       $(68,572)
    -----          --------        --------        --------        --------


    The following is a tabular presentation of the non-GAAP financial
    measures, EBITDA, Adjusted EBITDA and EBITANCE including a reconciliation
    to GAAP net income, which the Company believes to be the most directly
    comparable GAAP financial measure.


                     Twelve weeks ended             Fifty-two weeks ended
    EBITDA and   September 27,   September 28,   September 27,   September 28,
     EBITANCE         2009            2008            2009            2008
    ----------        ----            ----            ----            ----
    Net income      $36,410          $1,502        $146,804        $114,524
    Provision
     for income
     taxes           25,397          14,011         104,138          91,995
    Interest
     expense, net     6,971           7,036          33,407          29,719
    -------------     -----           -----          ------          ------
      Operating
       income        68,778          22,549         284,349         236,238
    Depreciation and
     amortization    62,404          59,827         266,695         249,213
    ---------------- ------          ------         -------         -------
      Earnings before
       interest, taxes,
       depreciation &
       amortization
       (EBITDA)     131,182          82,376         551,044         485,451
    Impairment of
     assets           2,344           9,096          24,508           9,195
    -------------     -----           -----          ------           -----
      Adjusted
       EBITDA       133,526          91,472         575,552         494,646
    Non-cash
     expenses:
      Share-based
       payments
       expense        3,966           2,906          12,795          10,505
      LIFO expense
       (benefit)     (3,421)          4,651          (5,598)         12,683
      Deferred
       rent           8,732           7,290          37,079          34,874
      --------        -----           -----          ------          ------
      Total other
       non-cash
       expenses       9,277          14,847          44,276          58,062
    -------------     -----          ------          ------          ------
    Earnings
     before
     interest,
     taxes, and
     non-cash
     expenses
     (EBITANCE)    $142,803        $106,319        $619,828        $552,708
    -----------    --------        --------        --------        --------


    The following is a tabular reconciliation of the Free Cash Flow non-GAAP
    financial measure.


                      Twelve weeks ended             Fifty-two weeks ended
    Free Cash    September 27,   September 28,   September 27,   September 28,
     Flow             2009            2008            2009            2008
    ---------         ----            ----            ----            ----
    Net cash
     provided by
     operating
     activities    $113,000         $63,613        $587,721        $334,992
    Development
     costs of new
     locations      (51,050)        (73,495)       (247,999)       (357,520)
    Other property
     and equipment
     expenditures   (11,434)        (61,139)        (66,616)       (171,952)
    --------------  -------         -------         -------        --------
      Free cash
       flow         $50,516        $(71,021)       $273,106       $(194,480)
    -----------     -------        --------        --------       ---------



    Contact: Cindy McCann
             VP of Investor Relations
             512.542.0204


SOURCE Whole Foods Market

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