Whole Foods Market Reports Second Quarter Results

Sales Increase 27.6%; Comparable Store Sales Increase 6.7%;

Company Reports Net Income of $40.0 Million and Diluted EPS of $0.29, Including an Estimated $8.6 Million in Dilution Related to Wild Oats;

Company Maintains Comp Sales Growth Guidance for Fiscal Year 2008

Whole Foods Market Reports Second Quarter Results

AUSTIN, Texas, May 13 /PRNewswire-FirstCall/ -- Whole Foods Market, Inc. NASDAQ: WFMI today reported results for the 12-week second quarter ended April 13, 2008. Sales increased 27.6% to approximately $1.9 billion. Comparable store sales increased 6.7%, and identical store sales, excluding four relocated stores and two major expansions, increased 5.1%. Net income was approximately $40.0 million, and diluted earnings per share were $0.29. The Company estimates the negative impact on net income from Wild Oats was approximately $8.6 million, or $0.06 per diluted share, in the quarter. Approximately $68.4 million relating to share-based payments, depreciation and amortization, LIFO and deferred rent was expensed for accounting purposes but was non-cash.

During the quarter, the Company produced approximately $86 million in cash flow from operations and received approximately $9 million in proceeds from the exercise of stock options. Capital expenditures were approximately $106 million of which $61 million related to new stores and approximately $10 million related to Wild Oats stores. In addition, the Company paid approximately $28 million in cash dividends to shareholders. At the end of the quarter, the Company had $61 million in cash and total debt of approximately $828 million, including $81 million drawn on its credit line. The Company has secured additional commitments totaling $100 million and expects to complete the increase of its credit line to $350 million during the third quarter. Currently, the Company has $88 million drawn on the line.

"Our business model is very successful. We are continuing to produce higher sales, comps and sales per square foot than our public competitors, and the results in our core stores are strong," said John Mackey, chairman, chief executive officer, and co-founder of Whole Foods Market. "We believe the investments we are making today in our new, acquired and existing stores will result in strong earnings growth in the future, and we are continuing to move forward with executing our long-term growth plans."

For the 28-week period ended April 13, 2008, sales increased 29.7% to $4.3 billion. Comparable store sales increased 8.2%, and identical store sales, excluding five relocated stores and three major expansions, increased 6.2%. Net income was approximately $79.1 million, and diluted earnings per share were $0.56. Year to date, approximately $161.3 million relating to share-based payments, depreciation and amortization, LIFO and deferred rent was expensed for accounting purposes but was non-cash.

Year to date, the Company has produced approximately $157 million in cash flow from operations and received approximately $16 million in proceeds from the exercise of stock options. Capital expenditures were approximately $267 million of which $163 million related to new stores and approximately $16 million related to Wild Oats stores. In addition, the Company has paid approximately $53 million in cash dividends to shareholders.

Results Excluding the Impact of Wild Oats

The following information excludes the estimated quantifiable impact of acquired operations.

The following table shows the Company's growth in sales, comparable store sales, and ending square footage year to date compared to its historical five-year ranges and averages. For fiscal year 2008, the Company has guided to sales growth, excluding Wild Oats, of 15% to 20% and comparable store sales growth of 7.5% to 9.5%.

The table also shows the Company's year-to-date results for certain line items as a percentage of sales compared to its historical five-year ranges and averages, and the percentage of sales from identical as well as new and relocated stores year to date compared to its historical five-year ranges and averages. The Company believes this is relevant information as new and relocated stores tend to have lower gross profit and higher direct store expenses as a percentage of sales, resulting in a lower store contribution than identical stores. Where applicable, historical percentages have been adjusted to exclude Hurricane Katrina charges and credits, as well as share-based payments expense incurred in fiscal year 2005 related to the Company's September 2005 accelerated vesting of stock options.



                                            FY03-FY07 Range  FY03-FY07  YTD
                                             Low     High     Average   FY08
    Sales growth                            13.2%    22.8%     18.8%   17.3%
    Comparable store sales growth            7.1%    14.9%     10.9%    8.2%
    Identical store sales growth             5.8%    14.5%     10.0%    6.2%

    Ending square footage growth              10%      18%       13%     15%

    Gross profit                            34.2%    35.1%     34.8%   34.7%
    Direct store expenses                   25.2%    26.0%     25.6%   26.3%
    Store contribution                       8.9%     9.6%      9.3%    8.5%
    G&A expenses                             3.1%     3.2%      3.2%    3.5%

    Percent of sales from identical stores    89%      91%       90%     88%
    Percent of sales from new & relocated
     stores                                    7%       9%        8%     10%


For the second quarter, sales increased 15.6% to $1.7 billion. Gross profit increased 36 basis points over the prior year to 35.5% of sales. The LIFO charge was approximately $2.7 million versus $1.2 million in the prior year, a negative impact of eight basis points. For stores in the identical store base, gross profit improved 65 basis points to 35.9% of sales.

Direct store expenses increased 49 basis points to 26.4% of sales due primarily to an increase in the percentage of sales from new and relocated stores to 10% from 7% in the prior year. For stores in the identical store base, direct store expenses improved 10 basis points to 25.8% of sales due primarily to leverage in wages and depreciation, which was partially offset by an increase in health care costs as a percentage of sales.

Store contribution decreased 13 basis points to 9.1% of sales from 9.2% of sales last year. For stores in the identical store base, store contribution improved 75 basis points to 10.1% of sales.

G&A expenses increased 56 basis points to 3.7% of sales largely due to the costs of integrating and supporting the Wild Oats stores, as well as front-loaded G&A expenditures to support our 2008 and 2009 growth.

Excluding the estimated quantifiable impact of the Wild Oats acquisition as discussed in the following section, adjusted net income was $48.5 million, and adjusted diluted earnings per share were $0.35.

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



                                            NOPAT  # of   Average    Total
    Comparable Stores                 Comps  ROIC  Stores  Size   Square Feet

    Over 11 years
     old (14.9 years old,
     s.f. weighted)                    4.5%   86%     67  28,400   1,904,500
    Between eight and 11 years old     1.2%   60%     28  33,200     930,800
    Between five and eight years old   5.8%   48%     41  34,400   1,408,800
    Between two and five years old     8.7%   26%     40  45,400   1,817,000
    Less than two years old
     (includes four relocations)      24.4%    1%     18  58,400   1,051,600

    All comparable stores
     (7.5 years old, s.f. weighted)    6.7%   38%    194  36,700   7,112,700
    All identical stores
     (7.7 years old, s.f. weighted)    5.1%   42%    189  35,900   6,792,200
    All stores excluding Wild Oats
     (6.7 years old, s.f. weighted)           31%    210  37,900   7,960,300


Estimated Impact of Wild Oats on the Quarter and Fiscal Year

Sales at the 62 Wild Oats stores in operation during the second quarter were $175.4 million, or 9.4% of total sales, and identical store sales growth was 5.4%. The Company closed four Wild Oats stores subsequent to the end of the quarter. Sales for the 58 continuing stores were $169.0 million in the second quarter, and identical store sales growth was 5.9%. As highlighted in the following table, the Company estimates the negative impact on net income from Wild Oats in the quarter was approximately $8.6 million, or $0.06 per diluted share. This estimate excludes unquantifiable synergies and costs, including those in the core business.



    Dilutive Impact of Wild Oats                        (In millions, except
                                                           per share amount)
    Store contribution/(loss) from 58 continuing
     locations                                                  $3.8 (1)
    Store contribution/(loss) from four locations closed
     subsequent to the end of the quarter                       (0.9)(2)
    Write-off of Wild Oats private label products               (2.5)(3)
    Accretion of store closure reserve, and other store
     closure costs                                              (0.8)(4)
    G&A expenses - Wild Oats home office                        (4.3)(5)
    G&A expenses - amortization of acquired intangibles         (1.4)(6)
    Interest expense related to term loan                       (8.4)(7)
    Total pre-tax impact                                      $(14.5)
    Total after-tax impact                                      (8.6)
    Impact per diluted share                                  $(0.06)



    (1) This reflects a store contribution of 2.3% of sales, a decline of
        119 basis points from the first quarter due to an increase in salaries
        and benefits as a percentage of sales which was partially offset by an
        improvement in gross margin.  The Company expects store contribution
        to improve in the second half of the fiscal year.
    (2) In addition to the four stores that closed in early Q3, the Company
        expects to close up to four additional Wild Oats stores in the second
        half of fiscal year 2008, three of which will be in connection with
        the opening of nearby Whole Foods Market stores.  Two additional
        closures are expected in each of fiscal years 2009 and 2010.
    (3) This was a one-time expense incurred in the second quarter.
    (4) This will be an ongoing expense through fiscal year 2008 and beyond.
    (5) At the end of the second quarter, 27 Wild Oats team members were still
        employed at the Boulder home office.  Currently, there are five.  The
        Company expects Boulder home office G&A expenses to be substantially
        eliminated by the end of the third quarter, with the exception of
        approximately $2 to $3 million of rent and other expenses transferring
        to become part of the Company's global and regional office G&A
        expenses in each of the third and fourth quarters.
    (6) This will be an ongoing expense through the end of fiscal year 2008.
    (7) Interest expense will be ongoing through fiscal year 2008 and beyond.

"We have re-branded 27 of the Wild Oats stores to date, and we are excited about the notable improvements we have seen in the year-over-year sales increases at these stores, from 6% on average before re-branding to 12% after," said Mr. Mackey. "As with all of our acquisitions, integration is generally a two-year process. We have made substantial progress with Wild Oats so far, and we are confident that our upfront investments will drive improved sales this year and higher comparable store sales growth in fiscal year 2009 and beyond."

Growth and Development

In the second quarter, the Company opened two new stores in Scottsdale, AZ and Glastonbury, CT, ending the quarter with 272 stores totaling 9.5 million square feet. Subsequent to the close of the quarter, the Company opened one new store in Tanasbourne, OR and closed four acquired stores in Phoenix, AZ; St. Louis, MO; Albuquerque, NM; and Portland, OR. The Company currently has 269 stores totaling 9.4 million square feet.

The Company recently signed three new store leases averaging 45,000 square feet in size in Albany, CA; Closter, NJ; and Houston, TX.

The following table provides additional information about the Company's store openings last fiscal year and thus far in fiscal year 2008, leases currently tendered but not opened, and total development pipeline for stores scheduled to open through fiscal year 2012. 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               FY07    FY08 YTD   Tendered  Signed(1)

    Number of stores (including
     relocations)                       21            9        24         89
    Number of relocations                5            0         5         21
    Number of lease acquisitions,
     ground leases and owned
     properties                          4            4         8         10
    New markets                          3            0         4         15
    Average store size (gross
     square feet)                   56,500       53,700    46,700     51,100
      As a percentage of
       existing store average
       size                           167%         153%      133%       146%
    Total square footage         1,185,800      483,000 1,120,200  4,593,000
      As a percentage of
       existing square
       footage                         13%           5%       12%        49%
    Average tender period in
     months                            8.8         10.1
    Average pre-opening expense
     per store (incl. rent)     $2.6 mil(2)  $2.2 mil(3)
    Average pre-opening rent
     per store                  $0.9 mil(2)  $0.8 mil(3)
    Average development cost
     (excl. pre-opening)       $15.1 mil(2)
    Average development cost
     per square foot                $278(2)


    (1) Includes leases tendered
    (2) Excludes Kensington in London, England
    (3) Excludes results for the one store opened thus far in the third
        quarter


Growth Goals for Fiscal Year 2008 and Beyond

The Company notes that fiscal year 2008 is a 52-week year comparing against 53 weeks last year, with the extra week last year falling in the fourth quarter, making it a thirteen-week quarter. In addition, results in the fourth quarter last year included five weeks of both the continuing Wild Oats stores and all subsequently closed and divested locations.

The Company is maintaining its previously announced sales guidance for fiscal year 2008. On a 52-week to 52-week basis, the Company expects total sales growth of 25% to 30% and comparable store sales growth of 7.5% to 9.5%. The Company expects the spread between comparable store sales growth and identical store sales growth to decline over the remainder of the year, as the number of relocations and major expansions drops to two by the end of fiscal year 2008 from seven at the end of fiscal year 2007. Excluding Wild Oats, the Company expects sales growth of 15% to 20%. Acquired stores will enter the comparable store sales base in the fifty-third full week following the date of the merger.

For the first four weeks of the third quarter ended May 11, 2008, comparable store sales growth was 5.7%, a deceleration from the second quarter due in large part to the relocated Portland, ME store cycling over its opening in the second quarter and the Kensington store in London being removed from the comparable store base at the start of the third quarter due to the relocated Notting Hill store closing eight weeks before Kensington opened last year. Identical store sales growth, excluding two relocations and two major expansions, was 5.0% quarter to date. Comparable sales at the 58 continuing Wild Oats stores increased 5.6% quarter to date.

The Company opened eight stores through the second quarter and has opened one store thus far in the third quarter. Four additional stores are expected to open in the third quarter, including one Wild Oats store that closed for major renovations, and up to eight stores are expected to open in the fourth quarter.

The Company does not expect to produce operating leverage in fiscal year 2008 due primarily to a decrease in store contribution as a percentage of sales driven by a higher percentage of sales from new and acquired stores, which have a lower contribution than existing stores; investments in labor and benefits at the acquired Wild Oats stores; and continued, though more moderate, increases in health care costs as a percentage of sales. In addition, based on year-to-date results, the Company now expects G&A expenses as a percentage of sales for fiscal year 2008 to be slightly below the 3.6% average in the first half of the year. This year-over-year increase is due mainly to the costs of integrating and supporting the Wild Oats stores, including an increase in headcount in the global and regional offices related primarily to the cost of fully staffing the Company's three smallest regions which gained the greatest number of stores in the merger as a percentage of their existing store base; and an increase in legal and professional fees as a percentage of sales. The Company expects G&A expenses as a percentage of sales in fiscal year 2009 to return to historical levels.

Including the impact of Wild Oats, the Company expects a moderation in the year-over-year declines in income before pre-opening and interest as a percentage of sales during the second half of the fiscal year compared to the first half.

The Company now expects total pre-opening and relocation costs for fiscal year 2008 to be in the range of $70 million to $80 million, more heavily weighted in the fourth quarter due to the Company's back-end loaded store opening schedule. Approximately $40 million to $45 million relates to stores expected to open in fiscal year 2008. The Company now expects average pre-opening and relocation expense for stores opening in fiscal year 2008 to be slightly below the average for stores that opened in fiscal year 2007.

The Company expects interest expense, net of investment and other income, in the range of $35 million to $40 million for fiscal year 2008, with a higher level of credit line borrowings in the second half of the year.

The Company expects share-based payments expense of approximately $4 million to $5 million per quarter in the second half of the year following the Company's annual grant date early in the third quarter, when the majority of options are granted.

The Company's support agreement providing certain products, services and licenses to the divested Henry's and Sun Harvest stores has been substantially completed except for private label support, which will end June 30, 2008, and licensure of the Wild Oats private label brand, which will end no later than September 29, 2009.

Capital expenditures for the fiscal year are expected to be in the range of $575 million to $625 million. Of this amount, approximately 65% to 70% relates to new stores opening in fiscal year 2008 and beyond, and approximately 7% to 8% relates to remodels of acquired Wild Oats stores.

The Company currently operates 269 stores totaling 9.4 million square feet and has 89 stores in development totaling 4.6 million square feet. The Company expects to open 25 to 30 new stores in fiscal year 2009. Longer term, the Company's goal is to reach $12 billion in sales in fiscal year 2010.

About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market (http://www.wholefoodsmarket.com) is the world's leading natural and organic foods supermarket and America's first national certified organic grocer. In fiscal year 2007, the Company had sales of $6.6 billion and currently has 269 stores in the United States, Canada, and the United Kingdom. Whole Foods Market employs more than 50,000 Team Members and has been ranked for eleven 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, the timely development and opening of new stores, the impact of competition, 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 30, 2007. 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 http://www.wholefoodsmarket.com.

     Contact: Cindy McCann
     VP of Investor Relations
     512.542.0204



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

                               Twelve weeks ended    Twenty-eight weeks ended
                              April 13,    April 8,    April 13,    April 8,
                                2008         2007        2008         2007
    Sales                    $1,866,493   $1,463,210  $4,323,751   $3,333,941
    Cost of goods sold and
     occupancy costs          1,215,089      948,738   2,845,795    2,178,710
      Gross profit              651,404      514,472   1,477,956    1,155,231
    Direct store expenses       496,903      379,295   1,141,278      862,092
      Store Contribution        154,501      135,177     336,678      293,139
    General and
     administrative expenses     67,658       45,456     155,070      101,588
      Operating income before
       pre-opening and
       relocation                86,843       89,721     181,608      191,551
    Pre-opening expenses         10,052       13,744      25,247       26,999
    Relocation costs              1,805        1,890       6,761        4,919
      Operating income           74,986       74,087     149,600      159,633
    Interest expense             (8,438)        -        (20,019)          (7)
    Investment and other
     income                       1,181        2,562       3,935        6,614
      Income before income
       taxes                     67,729       76,649     133,516      166,240
    Provision for income
     taxes                       27,769       30,660      54,413       66,496
      Net income                $39,960      $45,989     $79,103      $99,744

    Basic earnings per share      $0.29        $0.33       $0.57        $0.71
    Weighted average shares
     outstanding                139,818      140,953     139,566      140,561

    Diluted earnings per
     share                        $0.29        $0.32       $0.56        $0.70
    Weighted average shares
     outstanding, diluted
     basis                      140,233      142,746     140,448      142,844

      Dividends per share         $0.20        $0.18       $0.40        $0.51


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


                                Twelve weeks ended    Twenty-eight weeks ended
                               April 13,    April 8,    April 13,    April 8,
                                 2008         2007        2008         2007
    Net income (numerator
     for basic earnings per
     share)                     $39,960      $45,989     $79,103      $99,744
    Interest on 5% zero
     coupon convertible
     subordinated
     debentures, net of
     income taxes                    18           19          42           59
    Adjusted net income
     (numerator for diluted
     earnings per share)        $39,978      $46,008     $79,145      $99,803
    Weighted average common
     shares outstanding
     (denominator for basic
     earnings per share)        139,818      140,953     139,566      140,561
    Potential common shares
     outstanding:
      Assumed conversion of
       5% zero coupon
       convertible
       subordinated debentures       92           97          92          133
      Assumed exercise of
       stock options                323        1,696         790        2,150
    Weighted average common
     shares outstanding and
     potential additional
     common shares outstanding
     (denominator for diluted
     earnings per share)        140,233      142,746     140,448      142,844

      Basic earnings per share    $0.29        $0.33       $0.57        $0.71
      Diluted earnings per
       share                      $0.29        $0.32       $0.56        $0.70



    Whole Foods Market, Inc.
    Consolidated Balance Sheets (unaudited)
    April 13, 2008 and September 30, 2007
    (In thousands)

    Assets
                                                     2008              2007
    Current assets:
    Cash and cash equivalents                      $58,393                $-
    Restricted cash                                  2,356             2,310
    Accounts receivable                            118,143           105,209
    Proceeds receivable for divestiture                  -           165,054
    Merchandise inventories                        304,149           288,112
    Prepaid expenses and other current assets       38,820            40,402
    Deferred income taxes                           74,256            66,899
      Total current assets                         596,117           667,986
    Property and equipment, net of
     accumulated depreciation and
     amortization                                1,763,639         1,666,559
    Goodwill                                       680,123           668,850
    Intangible assets, net of accumulated
     amortization                                   85,346            97,683
    Deferred income taxes                          111,930           104,877
    Other assets                                     7,026             7,173
      Total assets                              $3,244,181        $3,213,128

    Liabilities And Shareholders' Equity
                                                     2008              2007
    Current liabilities:
    Current installments of long-term
     debt and capital lease obligations               $360           $24,781
    Accounts payable                               170,557           225,728
    Accrued payroll, bonus and other
     benefits due team members                     199,181           181,290
    Dividends payable                               28,041            25,060
    Other current liabilities                      287,406           315,491
      Total current liabilities                    685,545           772,350
    Long-term debt and capital lease
     obligations, less current installments        827,329           736,087
    Deferred lease liabilities                     178,191           152,552
    Other long-term liabilities                     65,633            93,335
      Total liabilities                          1,756,698         1,754,324
    Shareholders' equity:
    Common stock, no par value, 300,000
     shares authorized; 140,209 and 143,787
     shares issued; 140,208 and 139,240
     shares outstanding in 2008 and 2007,
     respectively                                1,058,448         1,232,845
    Common stock in treasury, at cost                    -          (199,961)
    Accumulated other comprehensive income          (3,023)           15,722
    Retained earnings                              432,058           410,198
      Total shareholders' equity                 1,487,483         1,458,804
    Commitments and contingencies
      Total liabilities and shareholders'
       equity                                   $3,244,181        $3,213,128



    Whole Foods Market, Inc.
    Consolidated Statements of Cash Flows (unaudited)
    April 13, 2008 and April 8, 2007
    (In thousands)

                                                    Twenty-eight weeks ended
                                                  April 13,           April 8,
                                                    2008               2007
    Cash flows from operating activities:
    Net Income                                     $79,103            $99,744
    Adjustments to reconcile net income
     to net cash provided by operating
     activities:
      Depreciation and amortization                131,597             95,134
      Loss on disposition of assets                  1,762              2,710
      Share-based payments expense                   5,352              6,519
      Deferred income tax benefit                  (12,028)            (9,384)
      Excess tax benefit related to
       exercise of team member stock options        (4,999)           (10,773)
      Deferred lease liabilities                    24,049              2,744
      Other                                         (8,145)               504
      Net change in current assets and liabilities:
        Accounts receivable                        (13,269)            (8,218)
        Merchandise inventories                    (21,369)           (35,809)
        Prepaid expense and other current assets    (2,394)            (1,856)
        Accounts payable                           (58,013)            18,792
        Accrued payroll, bonus and other
         benefits due team members                  18,701              5,847
        Other current liabilities                    9,421             12,875
      Net change in other long-term liabilities      6,740                150
    Net cash provided by operating activities      156,508            178,979
    Cash flows from investing activities:
      Development costs of new store locations    (163,366)          (177,821)
      Other property and equipment
       expenditures                               (103,954)           (76,989)
      Proceeds from hurricane insurance              1,500                -
      Acquisition of intangible assets                (952)           (17,722)
      Purchase of available-for-sale
       securities                                 (194,316)          (163,027)
      Sale of available-for-sale securities        194,316            287,884
      Increase in restricted cash                      (46)           (15,248)
      Payment for purchase of acquired
       entities, net of cash                        (5,480)               -
      Proceeds from divestiture, net               163,913                -
    Net cash used in investing activities         (108,385)          (162,923)
    Cash flows from financing activities:
      Dividends paid                               (52,974)           (46,262)
      Issuance of common stock                      16,197             43,254
      Excess tax benefit related to
       exercise of team member stock options         4,999             10,773
      Proceeds from long-term borrowings           111,000                -
      Payments on long-term debt and
       capital lease obligations                   (68,952)               (52)
    Net cash provided by financing activities       10,270              7,713
    Net change in cash and cash equivalents         58,393             23,769
    Cash and cash equivalents at
     beginning of period                               -                2,252
    Cash and cash equivalents at end of
     period                                        $58,393            $26,021

    Supplemental disclosure of cash flow
     information:
      Interest paid                                $22,556               $190
      Federal and state income taxes paid          $61,459            $76,385
    Non-cash transactions:
      Conversion of convertible debentures into
       common stock                                   $154             $5,686



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

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"), and consolidated results excluding the impact of the Wild Oats acquisition on adjusted diluted earnings per share 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. 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, non-cash share-based payments expense, deferred rent, and LIFO. Similar to non-GAAP EBITDA, or earnings before interest, taxes, depreciation and amortization, 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. In addition, management uses these measures for reviewing the financial results of the Company and EVA for incentive compensation and capital planning purposes.

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          Twenty-eight
                                            weeks ended        weeks ended
                                         April 13, April 8, April 13, April 8,
    EVA                                     2008     2007      2008     2007
    Net income                            $39,960  $45,989   $79,103  $99,744
    Provision for income taxes             27,769   30,660    54,413   66,496
    Interest expense and other             12,813    6,052    29,838   13,782
       NOPBT                               80,542   82,701   163,354  180,022
    Income taxes (40%)                     32,217   33,080    65,342   72,009
       NOPAT                               48,325   49,621    98,012  108,013
    Capital charge                         52,888   37,125   121,701   85,366
       EVA                                $(4,563) $12,496  $(23,689) $22,647


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



                                               Twelve          Twenty-eight
                                            weeks ended        weeks ended
                                         April 13, April 8, April 13, April 8,
    EBITANCE                                2008     2007      2008     2007
    Net income                            $39,960  $45,989   $79,103  $99,744
    Provision for income taxes             27,769   30,660    54,413   66,496
    Interest expense, net                   7,257   (2,562)   16,084   (6,607)
       Income from operations              74,986   74,087   149,600  159,633
    Non-cash expenses:
       Share-based payments expense         2,322    1,746     5,352    6,519
       Depreciation and amortization       57,115   42,403   131,597   95,134
       LIFO expense                         2,700    1,200     5,332    2,200
       Deferred rent                        6,295   (1,395)   19,055    2,472
       Total non-cash expenses             68,432   43,954   161,336  106,325
    Earnings before interest, taxes, and
     non-cash expenses                    143,418  118,041   310,936  265,958
    Weighted average shares outstanding,
     diluted basis                        140,233  142,746   140,448  142,844
       EBITANCE per share                   $1.02    $0.83     $2.21    $1.86



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

The following is a tabular presentation of the impact of Wild Oats operations, included in GAAP net income, and a reconciliation of the numerator of the adjusted diluted earnings per share non-GAAP financial measure to GAAP net income, which the Company believes to be the most directly comparable GAAP financial measure.



                                                    Twelve        Twenty-eight
                                                 weeks ended       weeks ended
                                                   April 13,         April 13,
    Dilutive Impact of Wild Oats                     2008              2008
    Adjustments to exclude impact of Wild
     Oats
       Store contribution/(loss) from
        continuing locations                        $3,827           $11,694
       Store contribution/(loss) from
        closed locations                              (896)           (3,718)
       Accretion of store closing reserve             (806)           (3,220)
       General and administrative
        expenses, Wild Oats home office             (4,306)          (14,244)
       Interest expense related to the
        term loan agreement, net                    (8,407)          (19,220)
       Amortization expense related to
        acquired intangibles                        (1,411)           (3,293)
       Write-off of Wild Oats private
        label product                               (2,505)           (2,505)
       Total adjustments                           (14,504)          (34,506)
    Income taxes                                    (5,947)          (14,061)
       Total adjustments, net of tax                (8,557)          (20,445)
    Weighted average shares outstanding,
     diluted basis                                 140,233           140,448
       Impact per share                             $(0.06)           $(0.15)

    Net income                                     $39,960           $79,103
    Less:  Adjustments to exclude impact
     of Wild Oats, net of tax                       (8,557)          (20,445)
       Adjusted net income                          48,517            99,548
    Weighted average shares outstanding,
     diluted basis                                 140,233           140,448
       Earnings per share, adjusted                  $0.35             $0.71

Website: http://www.wholefoodsmarket.com/




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