8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2009

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

Texas (State of incorporation) 0-19797 (Commission File Number) 74-1989366 (IRS Employer Identification Number)

550 Bowie St.

Austin, Texas 78703

(Address of principal executive offices)

Registrant's telephone number, including area code:

(512) 477-4455

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 2.02 Results of Operations and Financial Condition.

On May 13, 2009, the Company issued a press release announcing its results of operations for its second fiscal quarter ended April 12, 2009. A copy of the press release is furnished herewith as Exhibit 99.1.

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”) 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. 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 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.  The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures. 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 press release includes a tabular reconciliation of these non-GAAP financial measures to GAAP net income, which the Company believes to be the most directly comparable GAAP financial measure.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  Furthermore, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01          Financial Statements and Exhibits

(d)           Exhibits

 99.1 Press release dated May 13, 2009, regarding second fiscal quarter results of operations.

2

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

		WHOLE FOODS MARKET, INC.
Date: May 13, 2009	By:	/s/ Glenda Chamberlain
		Glenda Chamberlain
		Executive Vice President and
		Chief Financial Officer

3

EX-99.1

Exhibit 99.1

	For Immediate Release
	Contact: Cindy McCann
	VP of Investor Relations
	512.542.0204

Whole Foods Market Reports Second Quarter 2009 Results

Company Reports Diluted EPS of $0.19, Operating Cash Flow of $173 Million,

and Generates $98 Million of Free Cash Flow; Company Updates 2009 Outlook

to Reflect Year-to-Date Sales Results, Maintains Bottom-Line Guidance

May 13, 2009.  Whole Foods Market, Inc. (NASDAQ: WFMI) today reported results for the 12-week second quarter ended April 12, 2009.  Sales for the quarter were $1.9 billion, in line with the prior year.  Comparable store sales decreased 4.8% versus a 6.7% increase in the prior year.  Identical store sales, excluding seven relocations and two major expansions, decreased 5.8% versus a 5.1% increase in the prior year.  Excluding the negative impact of foreign currency translation, comparable store sales decreased 4.1%, and identical store sales decreased 5.1%.

“We are very pleased with our second quarter results, including free cash flow of $98 million.  Despite flat sales year over year, we exhibited strong expense control leading to a 10% increase in income from operations excluding non-cash asset impairment charges,” said John Mackey, chairman, chief executive officer, and co-founder of Whole Foods Market.  “Based on our strong year-to-date results, we are maintaining our prior fiscal year ranges for estimated EBITDA, EBITANCE and diluted earnings per share, excluding asset impairment charges and assuming just under $8.0 billion in sales.”

For the second quarter, the Company’s effective tax rate was 42.5%, income available to common shareholders was $27.3 million, and diluted earnings per share were $0.19.  These results included non-cash asset impairment charges of approximately $13 million, or $0.05 per diluted share.

Excluding the non-cash asset impairment charges, income from operations increased 10% to $82.7 million; adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) increased 9% to $143.8 million; and earnings before interest, taxes, depreciation and other non-cash expenses (“EBITANCE”) increased 8% to $154.8 million.  Approximately $85.1 million relating to depreciation and amortization, asset impairments, share-based payments, and deferred rent was expensed for accounting purposes but was non-cash.

During the quarter, the Company produced $173.0 million in cash flow from operations and invested $74.9 million in capital expenditures, of which $60.4 million related to new stores.  This resulted in free cash flow of $98.1 million.  In addition, the Company paid a cash dividend to preferred stockholders of $8.5 million.  Cash and cash equivalents, including restricted cash, increased to $362.8 million, and total debt was $743.5 million.  Currently, the Company hasapproximately$260.9 million available on its credit line, net of $89.1 million in outstanding letters of credit.  The Company continues to be in compliance with all applicable covenants in its credit agreements.

For the 28-week period ended April 12, 2009, sales were $4.3 billion, in line with the prior year.  Comparable store sales decreased 4.4% versus an 8.2% increase in the prior year, and identical store sales (excluding nine relocations and three major expansions) decreased 5.3% versus a 6.2% increase in the prior year.  Excluding the negative impact of foreign currency translation, comparable store sales decreased 3.6%, and identical store sales decreased 4.6%.  The tax rate was 42.0%, income available to common shareholders was $55.1 million, and diluted earnings per share were $0.39.  These results included $13.9 million, or $0.06 per diluted share, of legal costs related to the Federal Trade Commission (“FTC”) lawsuit and approximately $15 million, or $0.06 per diluted share, of non-cash asset impairment charges.  Excluding asset impairment charges, adjusted EBITDA was $293.9 million, and EBITANCE was $323.1 million.

Whole Foods Market, Inc.     550 Bowie St.    Austin, Texas 78703

512.477.5566     fax 512.482.7204

http://www.wholefoodsmarket.com

Year to date, the Company has produced $315.1 million in cash flow from operations and invested $185.2 million in capital expenditures, of which $142.5 million related to new stores.  This resulted in free cash flow of $129.9 million.  In addition, the Company has paid cash dividends to preferred stockholders of $11.3 million.

The Company’s average results for the last five fiscal years and quarterly results for the last five fiscal quarters are shown in the following table.  Where applicable, percentages have been adjusted to exclude asset impairment charges,FTC-related legal costs, Hurricane Katrina charges and credits, and share-based payments expense related to the Company’s September 2005 accelerated vesting of stock options.

	FY04-FY08
	Average			2Q08		3Q08		4Q08		1Q09		2Q09
Sales growth		20.5	%	27.6	%	21.6	%	15.5	%	0.4	%	-0.5	%
Comparable store sales growth		10.2	%	6.7	%	2.6	%	0.4	%	-4.0	%	-4.8	%
Identical store sales growth		9.1	%	5.1	%	1.9	%	-0.5	%	-4.9	%	-5.8	%
Gross profit		34.7	%	34.9	%	34.4	%	33.3	%	33.4	%	34.7	%
Direct store expenses		25.9	%	26.6	%	26.6	%	26.6	%	26.4	%	26.2	%
Store contribution		8.8	%	8.3	%	7.7	%	6.8	%	6.9	%	8.5	%
G&A expenses		3.3	%	3.6	%	3.3	%	2.9	%	2.9	%	2.9	%

For the quarter, gross profit decreased 16 basis points to 34.7% of sales.  The LIFO charge was zero versus $2.7 million last year, a positive impact of 14 basis points.  An improvement in cost of goods sold, excluding the positive impact of LIFO, was more than offset by an increase in occupancy costs as a percentage of sales.  Direct store expenses improved 38 basis points to 26.2% of sales.  This included a 30 basis point improvement in workers’ compensation costs as a percentage of sales driven by an unusually low number of claims and average cost per claim in the quarter.  In addition, for the second consecutive quarter, the Company generated an improvement in wages as a percentage of sales.  This improvement partially offset increases in health care and depreciation as a percentage of sales.  As a result, store contribution improved 22 basis points to 8.5% of sales, excluding the asset impairment charge.

For stores in the identical store base, gross profit improved 16 basis points to 35.0% of sales, and direct store expenses improved 69 basis points to 25.9% of sales.  As a result, store contribution improved 85 basis points to 9.1% of sales.

G&A expenses improved 57 basis points to 3.1% of sales due to the elimination of G&A expenses at the former Wild Oats home office in Boulder, along with the cost-containment measures implemented at the Company’s global and regional offices.  Results in the current quarter included $2.8 million, or $0.01 per diluted share, of FTC-related legal costs.  Excluding these costs, G&A expenses were 2.9% of sales.

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)		-5.6	%		79	%		90		27,200		2,448,100
Between eight and 11 years old		-3.4	%		48	%		58		30,800		1,784,800
Between five and eight years old (2)		-8.5	%		43	%		39		35,200		1,374,600
Between two and five years old		-5.3	%		17	%		54		47,000		2,536,300
Less than two years old (including seven relocations)		3.3	%		-1	%(3)		26		55,500		1,442,800
All comparable stores (7.8 years old, s.f. weighted)		-4.8	%		30	%		267		35,900		9,586,600
All stores (7.3 years old, s.f. weighted)					25	%		280		36,700		10,264,200

(1) Reflects only store-level capital and NOPAT, including pre-opening expense.

(2) This age category was impacted by a higher percentage of cannibalized stores.

(3) Excluding the Kensington store in London, NOPAT ROIC was 1%.

Whole Foods Market, Inc.     550 Bowie St.    Austin, Texas 78703

512.477.5566     fax 512.482.7204

http://www.wholefoodsmarket.com

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Growth and Development

The Company opened three stores in the second quarter, including one relocation.  So far in the third quarter, the Company has relocated stores in Vancouver, B.C. and Annapolis, MD and currently has 280 stores totaling 10.3 million square feet.  Two additional stores, including one relocation, are expected to open in the third quarter, and three stores are expected to open in the fourth quarter.

Since the Company’s first quarter earnings release, the Company has terminated three leases totaling approximately 155,000 square feet for stores previously scheduled to open in fiscal years 2011 through 2013.  The Company also has downsized three leases in development by an average of 10,500 square feet each.

The following table provides additional information about the Company’s store openings in fiscal year 2008 and year-to-date in fiscal year 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 YTD			Tendered			Signed (1)
Number of stores (including relocations)		20			10			21			60
Number of relocations		6			5			2			9
Number of lease acquisitions,
ground leases and owned properties		4			3			6			7
New markets		3			1			4			8
Average store size (gross square feet)		53,000			52,700			43,400			46,500
As a percentage of existing store average size		146	%		145	%		119	%		128	%
Total square footage		1,060,700			527,100			911,200			2,826,200
As a percentage of existing square footage		11	%		5	%		9	%		27	%
Average tender period in months		9.7			13.1
Average pre-opening expense per store (incl. rent)	$	2.5 mil
Average pre-opening rent per store	$	1.1 mil
Average development cost (excl. pre-opening)	$	15.8 mil
Average development cost per square foot	$	297

(1) Includes leases tendered

FTC Update

As previously announced, the Company is awaiting final approval of the settlement agreement reached with the FTC 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 has been appointed to market for sale:  leases and related assets for 19 non-operating former Wild Oats stores, 10 of which were closed by Wild Oats prior to the merger and nine of which were closed by Whole Foods Market; leases and related fixed assets (excluding inventory) for 12 operating acquired Wild Oats stores and one operating Whole Foods Market store; and Wild Oats® trademarks and other intellectual property associated with the Wild Oats stores.  The 13 operating stores had combined sales of approximately $24.6 million in the second quarter of fiscal year 2009, or approximately 1.3% of the Company's total sales of $1.9 billion.

Whole Foods Market, Inc.     550 Bowie St.    Austin, Texas 78703

512.477.5566     fax 512.482.7204

http://www.wholefoodsmarket.com

-3-

The divestiture trustee has six months to market the assets to be divested.  For any good faith offers that are not finalized by September 6, 2009, an extension of up to six months may be granted.  This twelve-month period may be extended further to allow the FTC to approve any purchase agreements submitted within that time period.  The only other obligations imposed on the Company by the settlement agreement are in support of the divestiture trustee process.

After receiving final approval by the FTC, the Company expects to record a non-cash charge of up to $5.5 million to adjust certain long-lived assets to fair value relating to the potential sale of the 13 operating stores.  This is lower than the Company’s original estimate primarily due to non-cash asset impairment charges recorded during the second quarter to adjust four of the 13 operating stores to fair value, which is determined based on long-term discounted cash flow projections.

The Company also will incur some cash expenses relating to legal and trustee fees which are not expected to be material.  No material additional charges are expected related to the 19 non-operating properties, for which a lease liability reserve is already recorded, or related to the trademarks which have been fully amortized.

Assumptions for Fiscal Year 2009

For the first four weeks of the third quarter ended May 10, 2009, comparable store sales decreased 3.9%, and identical store sales decreased 5.0%.  Excluding the negative impact of foreign currency translation, comparable store sales decreased 3.3%, and identical store sales decreased 4.4%.  These results are slightly better than the Company’s second quarter results; however, the uncertain economic environment makes it highly difficult to forecast future results.  If the Company’s comparable and identical store sales in the second half of the year are consistent with its year-to-date results, total sales in fiscal year 2009 would be just under $8.0 billion, including the opening of seven new stores in the second half of the year, three of which are relocations.

Year to date, sales have averaged approximately $154 million per week, a level at which the Company has demonstrated strong discipline around gross margin, direct store expenses and G&A, a discipline the Company hopes to maintain for the remainder of the year.  However, the Company expects new store sales to increase as a percentage of total sales and may choose to increase its value offerings to drive sales, both of which could negatively impact store contribution as a percentage of sales.  In addition, the Company historically has experienced lower average weekly sales beginning in the summer months through September which typically results in lower gross profit and higher direct store expenses as a percentage of sales, particularly in the fourth quarter.  For these reasons, the Company expects store contribution as a percentage of sales in the second half of the year to be approximately in line with the 6.9% the Company produced in the first quarter.

The Company is continuing to conduct periodic reviews for other asset impairments by evaluating changes in the results and/or economics of its stores.  At this time, the Company does not see any further impairments on the horizon, unless the Company were to experience a further decline in sales and cash flow from current levels.

Based on the Company’s strong year-to-date earnings results and assuming just under $8.0 billion in sales, the Company is maintaining its prior fiscal year ranges for estimated EBITDA, EBITANCE and diluted earnings per share, excluding asset impairment charges, in fiscal year 2009.  The Company estimates EBITDA in the range of $525 million to $545 million, EBITANCE in the range of $580 million to $605 million, and diluted earnings per share in the range of $0.71 to $0.76, including approximately $0.06 to $0.08 in estimated dilution from FTC-related legal costs and approximately $0.17 in dilution from the Series A Preferred Stock.

The following table provides additional information about the Company’s estimated store openings for the remainder of fiscal year 2009 through 2013 based on the Company’s 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 60 stores in its development pipeline.

Whole Foods Market, Inc.     550 Bowie St.    Austin, Texas 78703

512.477.5566     fax 512.482.7204

http://www.wholefoodsmarket.com

-4-

	Total						Total Square		Average Square
	Openings		Relocations		New Markets		Footage		Feet per Store
FY09 remaining stores in development		5		1		0		274,600		54,900
FY10 stores in development		16		0		4		662,000		41,400
FY11 stores in development		16		2		0		695,700		43,500
FY12 stores in development		14		4		1		700,400		50,000
FY13 stores in development		9		2		3		459,200		51,000
Total (1)		60		9		8		2,791,900		46,500

(1) Total square footage excludes one expansion in development.

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 280 stores in the United States, Canada, and the United Kingdom.  Whole Foods Market employs more than 53,000 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, the successful resolution of ongoing FTC matters, 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.     550 Bowie St.    Austin, Texas 78703

512.477.5566     fax 512.482.7204

http://www.wholefoodsmarket.com

-5-

Whole Foods Market, Inc.

Consolidated Statements of Operations (unaudited)

(In thousands, except per share amounts)

	Twelve weeks ended						Twenty-eight weeks ended
	April 12,			April 13,			April 12,			April 13,
	2009			2008			2009			2008
Sales	$	1,857,550		$	1,866,493		$	4,324,053		$	4,323,751
Cost of goods sold and occupancy costs		1,212,233			1,215,089			2,856,018			2,845,795
Gross profit		645,317			651,404			1,468,035			1,477,956
Direct store expenses		487,383			496,903			1,139,684			1,141,278
Asset impairments from continuing locations		13,009			-			14,682			-
Store contribution		144,925			154,501			313,669			336,678
General and administrative expenses		56,832			67,658			139,432			155,070
Operating income before pre-opening and store closure		88,093			86,843			174,237			181,608
Pre-opening expenses		13,789			10,039			27,853			25,178
Relocation, store closure and lease termination costs		4,651			1,818			9,728			6,830
Operating income		69,653			74,986			136,656			149,600
Interest expense		(7,696	)		(8,438	)		(21,276	)		(20,019	)
Investment and other income (loss)		(639	)		1,181			1,202			3,935
Income before income taxes		61,318			67,729			116,582			133,516
Provision for income taxes		26,060			27,769			48,995			54,413
Net income		35,258			39,960			67,587			79,103
Preferred stock dividends		7,934			-			12,467			-
Income available to common shareholders	$	27,324		$	39,960		$	55,120		$	79,103
Basic earnings per share	$	0.19		$	0.29		$	0.39		$	0.57
Weighted average shares outstanding		140,404			139,818			140,362			139,566
Diluted earnings per share	$	0.19		$	0.29		$	0.39		$	0.56
Weighted average shares outstanding, diluted basis		140,404			140,233			140,362			140,448
Common dividends declared per share	$	-		$	0.20		$	-		$	0.40

Whole Foods Market, Inc.     550 Bowie St.     Austin, TX 78703

512.477.4455     fax 512.482.7204

http://www.wholefoodsmarket.com

-6-

Whole Foods Market, Inc.

Condensed Consolidated Balance Sheets (unaudited)

April 12, 2009 and September 28, 2008

(In thousands)

Assets
	2009		2008
Current assets:
Cash and cash equivalents	$	362,164	$	30,534
Restricted cash		620		617
Accounts receivable		120,452		115,424
Merchandise inventories		322,006		327,452
Prepaid expenses and other current assets		37,563		68,150
Deferred income taxes		85,657		80,429
Total current assets		928,462		622,606
Property and equipment, net of accumulated depreciation and amortization		1,895,800		1,900,117
Goodwill		657,281		659,559
Intangible assets, net of accumulated amortization		74,772		78,499
Deferred income taxes		106,985		109,002
Other assets		7,697		10,953
Total assets	$	3,670,997	$	3,380,736
Liabilities And Shareholders' Equity
	2009		2008
Current liabilities:
Current installments of long-term debt and capital lease obligations	$	380	$	380
Accounts payable		186,462		183,134
Accrued payroll, bonus and other benefits due team members		199,556		196,233
Dividends payable		1,133		-
Other current liabilities		272,908		286,430
Total current liabilities		660,439		666,177
Long-term debt and capital lease obligations, less current installments		743,152		928,790
Deferred lease liabilities		229,421		199,635
Other long-term liabilities		78,230		80,110
Total liabilities		1,711,242		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		1,546,703		1,506,024
Commitments and contingencies
Total liabilities and shareholders' equity	$	3,670,997	$	3,380,736

Whole Foods Market, Inc.     550 Bowie St.     Austin, TX 78703

512.477.4455     fax 512.482.7204

http://www.wholefoodsmarket.com

-7-

Whole Foods Market, Inc.

Consolidated Statements of Cash Flows (unaudited)

April 12, 2009 and April 13, 2008

(In thousands)

	Twenty-eight weeks ended
	April 12,			April 13,
	2009			2008
Cash flows from operating activities:
Net income	$	67,587		$	79,103
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		141,815			131,597
Loss on disposition of fixed assets		1,378			1,663
Impairment of fixed assets		15,383			99
Share-based payments expense		6,142			5,352
LIFO charge		3,600			5,332
Deferred income tax expense (benefit)		1,892			(12,038	)
Excess tax benefit related to exercise of team member stock options		-			(4,999	)
Deferred lease liabilities		29,406			24,135
Other		8,413			(651	)
Net change in current assets and liabilities:
Accounts receivable		(5,570	)		(13,384	)
Merchandise inventories		297			(21,655	)
Prepaid expense and other current assets		29,964			1,408
Accounts payable		3,827			(57,762	)
Accrued payroll, bonus and other benefits due team members		3,883			18,784
Other current liabilities		8,548			8,593
Net change in other long-term liabilities		(1,469	)		(4,300	)
Net cash provided by operating activities		315,096			161,277
Cash flows from investing activities:
Development costs of new locations		(142,462	)		(174,419	)
Other property and equipment expenditures		(42,757	)		(95,937	)
Proceeds from hurricane insurance		-			1,500
Acquisition of intangible assets		(247	)		(1,030	)
Purchase of available-for-sale securities		-			(194,316	)
Sale of available-for-sale securities		-			194,316
Payment for purchase of acquired entities, net of cash		-			(5,480	)
Proceeds from divestiture, net		-			163,913
Other investing activities		(425	)		(234	)
Net cash used in investing activities		(185,891	)		(111,687	)
Cash flows from financing activities:
Common dividends paid		-			(52,974	)
Preferred dividends paid		(11,333	)		-
Issuance of common stock		1,952			16,197
Excess tax benefit related to exercise of team member stock options		-			4,999
Proceeds from issuance of redeemable preferred stock		413,052			-
Proceeds from long-term borrowings		123,000			111,000
Payments on long-term debt and capital lease obligations		(320,866	)		(68,952	)
Other financing activities		-			-
Net cash provided by financing activities		205,805			10,270
Effect of exchange rate changes on cash and cash equivalents		(3,380	)		(1,467	)
Net change in cash and cash equivalents		331,630			58,393
Cash and cash equivalents at beginning of period		30,534			-
Cash and cash equivalents at end of period	$	362,164		$	58,393
Supplemental disclosure of cash flow information:
Interest paid	$	32,214		$	22,556
Federal and state income taxes paid	$	16,413		$	61,459
Non-cash transactions:
Conversion of convertible debentures into common stock	$	-		$	154

Whole Foods Market, Inc.     550 Bowie St.     Austin, TX 78703

512.477.4455     fax 512.482.7204

http://www.wholefoodsmarket.com

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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”), 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. 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 Free Cash Flow as net cash provided by operating activities less capital expenditures. 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 weeks ended						Twenty-eight weeks ended
EVA	April 12, 2009			April 13, 2008			April 12, 2009			April 13, 2008
Net income	$	35,258		$	39,960		$	67,587		$	79,103
Provision for income taxes		26,060			27,769			48,995			54,413
Interest expense and other		11,346			12,813			30,475			29,838
NOPBT		72,664			80,542			147,057			163,354
Income taxes (40%)		29,066			32,217			58,823			65,342
NOPAT		43,598			48,325			88,234			98,012
Capital charge		61,840			52,888			138,844			121,701
EVA	$	(18,242	)	$	(4,563	)	$	(50,610	)	$	(23,689	)

The following is a tabular presentation of the non-GAAP financial measures, 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				Twenty-eight weeks ended
EBITDA and EBITANCE	April 12, 2009		April 13, 2008		April 12, 2009		April 13, 2008
Net income	$	35,258	$	39,960	$	67,587	$	79,103
Provision for income taxes		26,060		27,769		48,995		54,413
Interest expense, net		8,335		7,257		20,074		16,084
Operating income		69,653		74,986		136,656		149,600
Depreciation and amortization		61,023		57,115		141,815		131,597
Earnings before interest, taxes, depreciation & amortization (EBITDA)		130,676		132,101		278,471		281,197
Impairment of fixed assets		13,091		99		15,383		99
Adjusted EBITDA		143,767		132,200		293,854		281,296
Non-cash expenses:
Share-based payments expense		2,352		2,322		6,142		5,352
LIFO charge		-		2,700		3,600		5,332
Deferred rent		8,659		6,295		19,534		19,055
Total other non-cash expenses		11,011		11,317		29,276		29,739
Earnings before interest, taxes, and non-cash expenses (EBITANCE)	$	154,778	$	143,517	$	323,130	$	311,035

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

	Twelve weeks ended						Twenty-eight weeks ended
Free Cash Flow	April 12, 2009			April 13, 2008			April 12, 2009			April 13, 2008
Net cash provided by operating activities	$	172,998		$	85,137		$	315,096		$	161,277
Development costs of new locations		(60,376	)		(67,927	)		(142,462	)		(174,419	)
Other property and equipment expenditures		(14,548	)		(36,887	)		(42,757	)		(95,937	)
Free cash flow	$	98,074		$	(19,677	)	$	129,877		$	(109,079	)

Whole Foods Market, Inc.      550 Bowie St.     Austin, TX 78703

512.477.4455     fax 512.482.7204

http://www.wholefoodsmarket.com

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