Company Produces Record Sales and Operating Cash Flow;

Delivers EBITDA Margin of 9.5% and EPS of $0.44;

Updates Outlook for the Fiscal Year



AUSTIN, Texas, May 04, 2016 (GLOBE NEWSWIRE) -- Whole Foods Market, Inc. (NASDAQ:WFM) today reported results for the 12-week second quarter ended April 10, 2016. For the quarter, total sales increased to a record $3.7 billion. Comparable store sales decreased 3.0%. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) were $353 million, or 9.5% of sales, diluted earnings per share were $0.44, and adjusted return on invested capital was 14%.

During the quarter, the Company produced $343 million in cash flow from operations and invested $159 million in capital expenditures, returned $44 million in quarterly dividends to shareholders and repurchased $100 million or 3.5 million shares of common stock. The Company ended the quarter with $1.1 billion of total debt and $1.3 billion of total available capital. Subsequent to the end of the quarter, the Company repurchased $50 million or 1.7 million shares of common stock.

“We produced record sales and operating cash flow, and returned $144 million of capital to our shareholders. Through our improved cost structure and expense disciplines, we delivered strong EBITDA in a challenging sales environment,” said John Mackey, co-founder and co-chief executive officer of Whole Foods Market. “Food retailing is evolving at an incredibly fast pace, and consumers have more options than ever before. In addition to becoming more competitive on price, we are making measurable progress in fundamentally evolving our business and providing an enhanced experience for our customers across all platforms before, during and after their visit.”

“We are very excited to be just three weeks away from opening our first 365 by Whole Foods Market store on May 25 in Silver Lake, California. Created to complement our Whole Foods Market stores, our new 365 format will offer our same industry-leading standards and dedication to food transparency in a streamlined format designed around affordability and convenience and supported by enhanced digital experiences,” said Walter Robb, co-chief executive officer of Whole Foods Market. “We believe there is customer demand for both formats, and as a second growth vehicle, 365 allows us to attack the value-quality proposition in a new way, while maintaining the integrity the Whole Foods Market brand represents in the marketplace. Our Silver Lake opening will be quickly followed by openings in Lake Oswego, Oregon and Bellevue, Washington. We are excited to learn from these first three stores and evolve from there.”

The following table provides information on the Company’s comparable store sales trends for the second quarter and for the first three weeks of the 12-week third quarter. Results for the three-week period reflect the most recent data available but represent a short period of time and may not be indicative of results for the full quarter. Sales of a store are deemed comparable commencing in the 57th full week after the store was opened or acquired and are presented on a constant currency basis. Companies define comparable store sales differently; thus, growth rates across companies may not be comparable.

Comps Change in

Transactions Change in

Basket Size Q2 ended April 10, 2016 (3.0 )% (2.1 )% (0.9 )%* Q3 through May 1, 2016 (2.6 )% *Reflects sequential moderation from Q1 of 80 basis points in average price per item growth

Gross margin declined 103 basis points to 34.9% of sales due primarily to an increase in cost of goods sold as a percentage of sales. LIFO was $2 million versus no charge last year, a negative impact of five basis points. Results in the prior year included a non-routine supplier credit of $7 million, or 19 basis points.

SG&A improved 39 basis points to 27.8% of sales due primarily to a 96 basis point decrease in salaries and benefits, which was partially offset by higher depreciation, technology and marketing expenses as a percentage of sales.

Comparable store sales growth by age class for the trailing four quarters is provided in the following table.

Trailing

Four-Quarter Comps # of Stores % of Square

Footage Average Age

(s.f. weighted) > 11 years (2.0 )% 187 38 % 17.6 years 5 to 11 years (2.1 )% 104 33 % 8.0 years < 5 years 2.8 % 120 29 % 2.8 years All comparable stores (1.1 )% 411 100 % 9.9 years

Year-to-Date Results

For the 28-week period ended April 10, 2016, total sales increased 2.5% to $8.5 billion. Comparable store sales decreased 2.3%. Average weekly sales per store were $698,000, translating to sales per gross square foot of approximately $940. EBITDA was $752 million, or 8.8% of sales, and diluted earnings per share were $0.90.

Year to date, the Company has produced $575 million in cash flow from operations, invested $338 million in capital expenditures, returned $90 million in quarterly dividends to shareholders, and repurchased $734 million of common stock.

Growth and Development

In the second quarter, the Company opened eight new stores, expanding into two new markets. In the third quarter, the Company has opened five new stores and expects to open seven additional stores, including the first 365 by Whole Foods Market™ store in Silver Lake, CA on May 25. In the fourth quarter, the Company expects to open five additional stores, including two 365 stores in Lake Oswego, OR and Bellevue, WA.

The Company recently signed nine new leases for six Whole Foods Market stores and three 365 stores. In addition, the Company has renegotiated three leases in development, converting them from Whole Foods Market stores to 365 stores. The three lease conversions average 29,000 square feet and are located in Bloomington, IN; Akron, OH; and Toledo, OH. The Whole Foods Market leases average 49,000 square feet and are located in Santa Monica, CA; Miami, FL; Vernon Hills, IL; Jersey City, NJ; Commack, NY; and Nashville, TN. The new 365 leases average 30,000 square feet and are located in Long Beach, CA; North Hollywood, CA; and Decatur, GA.

The Company sees potential for 1,200 Whole Foods Market stores in the United States, with the new 365 format expanding the growth opportunity beyond 1,200 stores. The following table provides additional information about the Company’s new and acquired stores and development pipeline for Whole Foods Market and 365 stores scheduled to open through fiscal year 2021.

Current Leases Signed: New Store Information FY15 FY16 YTD WFM 365 Total Number of stores (including relocations) 38 16 93 19 112 Relocations 6 1 16 0 16 Percentage in new markets 11 % 31 % 16 % 26 % 18 % Total square footage 1,653,000 692,000 4,165,000 557,000 4,722,000

Updated Outlook for Fiscal Year 2016

Sales growth of up to 3%, reflecting comps of up to -2%

Square footage growth of 7% or greater

EBITDA margin of approximately 8.5%

Capital expenditures of 5% of sales

ROIC greater than 13.5%

The Company now expects to be at or below the low end of its prior sales and earnings per share ranges, reflecting recent sales trends and additional investments in marketing and technology in the second half of the year. While the Company is hopeful that comps will improve over the course of the year as comparisons get easier and sales-building initiatives gain traction, there will be some ongoing offsetting impact from a ramp up in price investments and promotions throughout the year. Including $0.02 per share in net accretion from year-to-date stock buybacks, the Company expects diluted earnings per share for the fiscal year of up to $1.53, implying up to $0.63 for the remainder of the year. The Company has $603 million in remaining buyback authority and is committed to repurchasing stock on an opportunistic basis.

The Company expects a decline in operating margin for the fiscal year of approximately 70 basis points from the 6.1% reported last year excluding fourth quarter charges. Reflecting increased value efforts as the year progresses, the year-over-year decline in gross margin, excluding LIFO, in Q3 and Q4 is expected to be greater than the 98 basis point decline in Q2. Given the lower sales projections, the Company now expect SG&A leverage to be more in line with the 19 basis points produced year to date. This reflects the positive impact of cost savings initiatives, net of higher depreciation and other costs, including the additional marketing and technology investments approved for later in the year. For the remainder of the year, interest expense is expected to be approximately $25 million, and the effective tax rate is expected to be 39.0%.

Seasonality

The Company notes that average weekly sales and gross profit as a percentage of sales are typically highest in the second and third fiscal quarters, and lowest in the fourth fiscal quarter due to seasonally slower sales during the summer months. Gross profit as a percentage of sales also is typically lower in the first fiscal quarter due to the product mix of holiday sales. The Company notes Easter falls in the second quarter in both this year and the prior year.

About Whole Foods Market

Founded in 1978 in Austin, Texas, Whole Foods Market is the leading natural and organic foods supermarket, the first national “Certified Organic” grocer, and uniquely positioned as America’s Healthiest Grocery Store™. In fiscal year 2015, the Company had sales of approximately $15 billion and currently has 446 stores in the United States, Canada, and the United Kingdom. Whole Foods Market employs approximately 86,000 team members and has been ranked for 19 consecutive years as one of the “100 Best Companies to Work For” in America by Fortune magazine. For more information, please visit www.wholefoodsmarket.com.

Disclaimer on Forward-looking Statements

Certain statements in this press release and from time to time in other filings with the Securities and Exchange Commission, news releases, reports, and other written and oral communications made by us and our representatives, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and include references to assumptions and relate to our future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that are based on the Company’s current assumptions and involve risks and uncertainties that may cause our actual results to be materially different from such forward-looking statements and could materially adversely affect our business, financial condition, operating results and cash flows. These forward-looking statements may include comments relating to, among other things, future earnings per share and the Company’s intention to obtain additional debt in the near term and to make planned share repurchases, some of which are subject to risks and uncertainties relating to general business conditions, conditions in the credit and capital markets, changes in overall economic conditions that impact consumer spending, including fuel prices and housing market trends, the impact of competition and other factors which are often beyond the control of the Company, as well other risks listed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2015 and Quarterly Report on Form 10-Q for the first quarter ended January 17, 2016, and other risks and uncertainties not presently known to us or that we currently deem immaterial. We wish to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. We do not undertake any obligation to update forward-looking statements.

The Company will host a conference call today to discuss this earnings announcement at 4:00 p.m. CT. The dial-in number is (877) 876-9176, and the conference ID is “Whole Foods.” A simultaneous audio webcast will be available at www.investor.wholefoodsmarket.com.

Whole Foods Market, Inc.

Consolidated Statements of Operations (unaudited)

(In millions, except per share amounts) 12 weeks ended 28 weeks ended April 10, 2016 April 12, 2015 April 10, 2016 April 12, 2015 Sales $ 3,696 $ 3,647 $ 8,524 $ 8,319 Cost of goods sold and occupancy costs 2,406 2,337 5,593 5,382 Gross profit 1,290 1,310 2,931 2,937 Selling, general and administrative expenses 1,028 1,029 2,402 2,360 Operating income before pre-opening and store closure 262 281 529 577 Pre-opening expenses 18 20 31 41 Relocation, store closure and lease termination costs 3 6 5 10 Operating income 241 255 493 526 Interest expense (11 ) - (18 ) - Investment and other income 5 4 9 8 Income before income taxes 235 259 484 534 Provision for income taxes 93 101 185 208 Net income $ 142 $ 158 $ 299 $ 326 Basic earnings per share $ 0.44 $ 0.44 $ 0.90 $ 0.90 Weighted average shares outstanding 324.7 360.2 331.7 360.0 Diluted earnings per share $ 0.44 $ 0.44 $ 0.90 $ 0.90 Weighted average shares outstanding, diluted basis 325.4 363.7 332.7 362.9 Dividends declared per common share $ 0.135 $ 0.130 $ 0.270 $ 0.260 A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows: 12 weeks ended 28 weeks ended April 10, 2016 April 12, 2015 April 10, 2016 April 12, 2015 Net income (numerator for basic and diluted earnings per share) $ 142 $ 158 $ 299 $ 326 Weighted average common shares outstanding (denominator for basic earnings per share) 324.7 360.2 331.7 360.0 Incremental common shares attributable to dilutive effect of share-based awards 0.7 3.5 1.0 2.9 Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share) 325.4 363.7 332.7 362.9 Basic earnings per share $ 0.44 $ 0.44 $ 0.90 $ 0.90 Diluted earnings per share $ 0.44 $ 0.44 $ 0.90 $ 0.90

Whole Foods Market, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(In millions) 12 weeks ended 28 weeks ended April 10, 2016 April 12, 2015 April 10, 2016 April 12, 2015 Net income $ 142 $ 158 $ 299 $ 326 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 10 (7 ) - (18 ) Other comprehensive income (loss), net of tax 10 (7 ) - (18 ) Comprehensive income $ 152 $ 151 $ 299 $ 308

Whole Foods Market, Inc.

Consolidated Balance Sheets (unaudited)

(In millions) Assets April 10, 2016 September 27, 2015 Current assets: Cash and cash equivalents $ 805 $ 237 Short-term investments - available-for-sale securities 43 155 Restricted cash 125 127 Accounts receivable 230 218 Merchandise inventories 521 500 Prepaid expenses and other current assets 162 108 Deferred income taxes 198 199 Total current assets 2,084 1,544 Property and equipment, net of accumulated depreciation and amortization 3,297 3,163 Long-term investments - available-for-sale securities - 63 Goodwill 710 710 Intangible assets, net of accumulated amortization 77 79 Deferred income taxes 145 144 Other assets 49 38 Total assets $ 6,362 $ 5,741 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt and capital lease obligations $ 3 $ 3 Accounts payable 299 295 Accrued payroll, bonus and other benefits due team members 397 436 Dividends payable 44 45 Other current liabilities 586 473 Total current liabilities 1,329 1,252 Long-term debt and capital lease obligations, less current installments 1,049 62 Deferred lease liabilities 611 587 Other long-term liabilities 88 71 Total liabilities 3,077 1,972 Commitments and contingencies Shareholders’ equity: Common stock, no par value, 1,200 shares authorized; 377.0 and 377.1 shares issued; 324.8 and 348.9 shares outstanding at 2016 and 2015, respectively 2,922 2,904 Common stock in treasury, at cost, 52.2 and 28.2 shares at 2016 and 2015, respectively (1,836 ) (1,124 ) Accumulated other comprehensive loss (28 ) (28 ) Retained earnings 2,227 2,017 Total shareholders’ equity 3,285 3,769 Total liabilities and shareholders’ equity $ 6,362 $ 5,741

Whole Foods Market, Inc. Consolidated Statements of Cash Flows (unaudited) (In millions) 28 weeks ended April 10, 2016 April 12, 2015 Cash flows from operating activities Net income $ 299 $ 326 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 259 225 Share-based payment expense 28 37 LIFO expense 4 3 Deferred income tax expense (benefit) 5 (17 ) Excess tax benefit related to exercise of team member stock options (1 ) (9 ) Accretion of premium/discount on marketable securities 1 10 Deferred lease liabilities 18 18 Other 1 3 Net change in current assets and liabilities: Accounts receivable (12 ) (16 ) Merchandise inventories (25 ) (39 ) Prepaid expenses and other current assets (54 ) 9 Accounts payable 4 21 Accrued payroll, bonus and other benefits due team members (39 ) 8 Other current liabilities 76 127 Net change in other long-term liabilities 11 3 Net cash provided by operating activities 575 709 Cash flows from investing activities Development costs of new locations (197 ) (295 ) Other property and equipment expenditures (141 ) (163 ) Purchases of available-for-sale securities (176 ) (273 ) Sales and maturities of available-for-sale securities 350 306 Decrease (increase) in restricted cash 1 (19 ) Payment for purchase of acquired entities, net of cash acquired (11 ) (4 ) Other investing activities (10 ) (4 ) Net cash used in investing activities (184 ) (452 ) Cash flows from financing activities Purchases of treasury stock (734 ) (90 ) Common stock dividends paid (90 ) (90 ) Issuance of common stock 11 49 Excess tax benefit related to exercise of team member stock options 1 9 Proceeds from long-term borrowings 999 - Proceeds from revolving line of credit 300 - Payments on long-term debt and capital lease obligations (305 ) - Other financing activities (8 ) (1 ) Net cash provided by (used in) financing activities 174 (123 ) Effect of exchange rate changes on cash and cash equivalents 3 (1 ) Net change in cash and cash equivalents 568 133 Cash and cash equivalents at beginning of period 237 190 Cash and cash equivalents at end of period $ 805 $ 323 Supplemental disclosure of cash flow information: Federal and state income taxes paid $ 229 $ 176

Whole Foods Market, Inc.

Non-GAAP Financial Measures (unaudited)

(In millions) In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides information regarding Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), 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 a component of incentive compensation. The Company defines Adjusted EBITDA as EBITDA plus non-cash share-based payment expense and deferred rent. The following is a tabular reconciliation of the non-GAAP financial measure Adjusted EBITDA to GAAP net income, which the Company believes to be the most directly comparable GAAP financial measure. 12 weeks ended 28 weeks ended EBITDA and Adjusted EBITDA April 10, 2016 April 12, 2015 April 10, 2016 April 12, 2015 Net income $ 142 $ 158 $ 299 $ 326 Provision for income taxes 93 101 185 208 Interest expense 11 - 18 - Investment and other income (5 ) (4 ) (9 ) (8 ) Operating income 241 255 493 526 Depreciation and amortization 112 100 259 225 EBITDA 353 355 752 751 Share-based payment expense 12 18 28 37 Deferred rent 12 6 24 19 Adjusted EBITDA $ 377 $ 379 $ 804 $ 807 The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures. The following is a tabular reconciliation of the Free Cash Flow non-GAAP financial measure. 12 weeks ended 28 weeks ended Free Cash Flow April 10, 2016 April 12, 2015 April 10, 2016 April 12, 2015 Net cash provided by operating activities $ 343 $ 322 $ 575 $ 709 Development costs of new locations (106 ) (143 ) (197 ) (295 ) Other property and equipment expenditures (53 ) (63 ) (141 ) (163 ) Free Cash Flow $ 184 $ 116 $ 237 $ 251

Whole Foods Market, Inc.

Non-GAAP Financial Measures (unaudited)

(In millions) In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides information regarding Return on Invested Capital (“ROIC”) and Adjusted ROIC as additional information about its operating results. These measures are not in accordance with, or an alternative to, GAAP. The Company’s management believes this presentation provides 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 this measure for reviewing the financial results of the Company as well as a component of incentive compensation. The Company defines ROIC as ROIC earnings divided by average invested capital. ROIC earnings and adjustments to ROIC earnings are defined in the following tabular reconciliation. Invested capital reflects a trailing four-quarter average. 52 weeks ended ROIC April 10, 2016 April 12, 2015 Net income $ 509 $ 604 Interest expense, net of tax 11 - ROIC earnings 520 604 Total rent expense, net of tax1 273 256 Estimated depreciation on capitalized operating leases, net of tax2 (182 ) (171 ) ROIC earnings, including the effect of capitalized operating leases $ 611 $ 689 Average working capital, excluding current portion of long-term debt $ 584 $ 587 Average property and equipment, net 3,177 2,899 Average other assets 1,048 1,105 Average other liabilities (666 ) (605 ) Average invested capital 4,143 3,986 Average estimated asset base of capitalized operating leases3 3,553 3,344 Average invested capital, including the effect of capitalized operating leases $ 7,696 $ 7,330 ROIC 12.6 % 15.1 % ROIC, including the effect of capitalized of operating leases 7.9 % 9.4 % Adjusted ROIC Net income $ 509 $ 604 Interest expense, net of tax 11 - Adjustments, net of tax4 47 1 Adjusted ROIC earnings 567 605 Total rent expense, net of tax1 273 256 Estimated depreciation on capitalized operating leases, net of tax2 (182 ) (171 ) Adjusted ROIC earnings, including the effect of capitalized operating leases $ 658 $ 690 Average working capital, excluding current portion of long-term debt $ 584 $ 587 Average property and equipment, net 3,177 2,899 Average other assets 1,048 1,105 Average other liabilities (666 ) (605 ) Average invested capital 4,143 3,986 Average estimated asset base of capitalized operating leases3 3,553 3,344 Average invested capital, including the effect of capitalized operating leases $ 7,696 $ 7,330 Adjusted ROIC 13.7 % 15.2 % Adjusted ROIC, including the effect of capitalized operating leases 8.6 % 9.4 % 1 Total rent includes minimum base rent of all tendered leases 2 Estimated depreciation equals two-thirds of total rent expense 3 Estimated asset base equals eight times total rent expense 4 Adjustments include non-cash asset impairment charges and Q4 2015 restructuring charge

Investor Relations Contact: Cindy McCann VP of Investor Relations 512.542.0204 Media Contact: Robin Kelly Robin.Kelly@wholefoods.com 617.417.3895