Category: Food & Beverage

Whole Foods Market Reports Third Quarter 2009 Results

Company Reports Diluted EPS of $0.25, Operating Cash Flow of $160 Million, and Generates $93 Million of Free Cash Flow

Whole Foods Market, Inc. (Nasdaq: WFMI ) today reported results for the 12-week third quarter ended July 5, 2009. Sales for the quarter increased 2% to $1.9 billion. Comparable store sales decreased 2.5% versus a 2.6% increase in the prior year. Identical store sales, excluding nine relocations and two major expansions, decreased 3.8% versus a 1.9% increase in the prior year. Excluding the negative impact of foreign currency translation, comparable store sales decreased 2.0%, and identical store sales decreased 3.3%.

"We are very pleased with our third quarter top-line and bottom-line results.

We saw our first sequential improvement in comparable store and identical store sales trends in six quarters driven by both average transaction count and basket size trends," said John Mackey, chairman, chief executive officer, and co-founder of Whole Foods Market. "We believe we are continuing to strike the right balance between sales and gross margin while exhibiting strong cost control, producing a 23% increase in income from operations. We also generated $93 million of free cash flow, ending the quarter with $448 million in total cash and $335 million available on our credit line."

For the third quarter, income from operations increased 23% to $78.9 million. The Company's effective tax rate was 41.0%, income available to common shareholders was $35.0 million, and diluted earnings per share were $0.25. These results included a LIFO credit of $5.8 million, or $0.02 per diluted share, versus a $2.7 million charge last year and $6.8 million, or $0.03 per diluted share, in non-cash asset impairment charges primarily related to the Federal Trade Commission ("FTC") settlement agreement.

Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") increased 22% to $148.2 million, and earnings before interest, taxes, depreciation and other non-cash expenses ("EBITANCE") increased 14% to $153.9 million. Approximately $75.0 million relating to depreciation and amortization, asset impairments, LIFO, share-based payments, and deferred rent was expensed for accounting purposes but was non-cash in the current quarter.

During the quarter, the Company produced $159.6 million in cash flow from operations and invested $66.9 million in capital expenditures, of which $54.5 million related to new stores. This resulted in free cash flow of $92.7 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 $448.0 million, and total debt was $742.2 million. Currently, the Company has approximately $335.2 million available on its credit line, net of $14.8 million in outstanding letters of credit.

For the 40-week period ended July 5, 2009, sales increased 1% to $6.2 billion. Comparable store sales decreased 3.8% versus a 6.4% increase in the prior year, and identical store sales, excluding 12 relocations and three major expansions, decreased 4.9% versus a 4.9% increase in the prior year. Excluding the negative impact of foreign currency translation, comparable store sales decreased 3.1%, and identical store sales decreased 4.2%. The tax rate was 41.6%, income available to common shareholders was $90.1 million, and diluted earnings per share were $0.64. These results included $14.2 million, or $0.06 per diluted share, of legal costs related to the FTC lawsuit and approximately $22.2 million, or $0.09 per diluted share, of non-cash asset impairment charges. Year to date, adjusted EBITDA increased 10% to $442.0 million, and EBITANCE increased 7% to $477.0 million.

Year to date, the Company has produced $474.7 million in cash flow from operations and invested $252.1 million in capital expenditures, of which $196.9 million related to new stores. This resulted in free cash flow of $222.6 million. In addition, the Company has paid cash dividends to preferred stockholders of $19.8 million year to date.

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

                                                                       QTD
                      3Q08      4Q08      1Q09      2Q09      3Q09    4Q09
                      ----      ----      ----      ----      ----    ----
    Sales growth     21.6%     15.5%      0.4%     -0.5%      2.0%
    Comparable
     store sales
     growth           2.6%      0.4%     -4.0%     -4.8%     -2.5%   -1.1%
    Two-year comps
     (sum of two
     years)           9.6%      8.6%      5.3%      1.9%      0.1%    0.4%
    Identical store
     sales growth     1.9%     -0.5%     -4.9%     -5.8%     -3.8%   -2.7%
    Two-year idents
     (sum of two
     years)           7.7%      5.6%      2.2%     -0.7%     -1.9%   -1.9%

    Gross profit     34.4%     33.3%     33.4%     34.7%     35.2%
      Gross profit
       excluding
       LIFO          34.5%     33.6%     33.5%     34.7%     34.8%
    Direct store
     expenses        26.6%     26.6%     26.4%     26.2%(1)  26.6%
    Store
     contribution     7.7%      6.8%      6.9%      8.5%      8.5%
      Store
       contribution
       excluding
       LIFO           7.9%      7.0%      7.1%      8.5%      8.2%
    G&A expenses      3.3%      2.9%      2.9%      2.9%      2.8%

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

For the quarter, gross profit increased 79 basis points to 35.2% of sales. The LIFO adjustment was a $5.8 million credit versus a $2.7 million charge last year, a positive impact of 45 basis points. Excluding LIFO, gross profit increased 33 basis points to 34.8% of sales, with an improvement in cost of goods sold more than offsetting higher occupancy costs as a percentage of sales. Direct store expenses were even with last year at 26.6% of sales. For the third consecutive quarter, the Company generated an improvement in labor costs 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 80 basis points to 8.5% of sales.

For stores in the identical store base, gross profit, excluding LIFO, improved 59 basis points to 35.1% of sales, and direct store expenses improved 31 basis points to 26.2% of sales. As a result, store contribution improved 89 basis points to 8.9% of sales.

G&A expenses improved 50 basis points to 2.8% of sales primarily driven by cost-containment measures implemented at the Company's global and regional offices in the fourth quarter of last year. FTC-related legal costs totaled $0.4 million in the third quarter.

For the quarter, relocation, store closure and lease termination costs were $18.2 million. This included $6.7 million in non-cash asset impairment charges primarily related to the potential sale of certain operating stores under the FTC settlement agreement. In addition, the Company continues to make ongoing store closure reserve adjustments primarily related to changes in certain sub-tenant income estimates driven by the outlook for the commercial real estate market. In the third quarter, these adjustments totaled $9.7 million, bringing the year-to-date adjustment to $13.5 million.

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 (15.5 years
     old, s.f. weighted)    -3.5%       78%        94     27,100    2,545,600
    Between eight
     and 11 years old       -3.1%       45%        55     31,300    1,722,600
    Between five
     and eight years old    -6.0%       46%        42     36,700    1,540,500
    Between two and
     five years old         -3.4%       12%        50     49,100    2,455,700
    Less than two
     years old
     (including nine
     relocations)           11.6%        1%        28     54,800    1,534,200
    ----------------        ----       ---        ---     ------    ---------
    All comparable
     stores (7.7 years
     old, s.f. weighted)    -2.5%       28%       269     36,400    9,798,700
    All stores (7.3
     years old, s.f.
     weighted)                          25%       281     37,100   10,419,700

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

Growth and Development

The Company opened four stores in the third quarter, three of which were relocations. So far in the fourth quarter, the Company has opened one store in Capitola, CA and currently has 282 stores totaling 10.4 million square feet. Two additional stores are expected to open in the fourth quarter.

Since the Company's second quarter earnings release, the Company has terminated two leases totaling approximately 121,100 square feet for stores previously scheduled to open in fiscal years 2012 and 2013.

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            13         19        55
    Number of relocations                6             6          1         7
    Number of lease acquisitions,
     ground leases and owned
     properties                          4             4          4         4
    New markets                          3             1          4         8
    Average store size (gross
     square feet)                   53,000        52,400     42,100    45,700
        As a percentage of
         existing store
         average size                 146%          142%       114%      123%
    Total square footage         1,060,700       681,600    800,000 2,546,800
        As a percentage of
         existing square
         footage                       11%            7%         8%       24%
    Average tender period
     in months                         9.7          13.2
    Average pre-opening
     expense per store
     (incl. rent)                 $2.5 mil      $3.0 mil(2)
    Average pre-opening rent
     per store                    $1.1 mil      $1.1 mil(2)
    Average development cost
     (excl. pre-opening)         $15.8 mil
    Average development cost
     per square foot                  $297

(1) Includes leases tendered

(2) For stores opened in Q1-Q3 of fiscal year 2009

FTC Update

As previously announced on June 1, the FTC approved a final consent order of the settlement agreement resolving its antitrust challenge to the Company's acquisition of Wild Oats Markets, Inc.

Under the terms of the agreement, a third-party divestiture trustee was appointed to market for sale: leases and related assets for 19 non-operating former Wild Oats stores; leases and related fixed assets (excluding inventory) for 12 operating acquired Wild Oats stores and one operating Whole Foods Market store; and Wild Oats® trademarks and other intellectual property associated with the Wild Oats stores.

For any good faith offers 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.

Pursuant to the FTC's approval of the final consent order in the third quarter, the Company recorded a non-cash impairment charge of $4.8 million to adjust the carrying value of leases and fixed assets to fair value relating to the potential sale of certain operating stores. The Company's previously announced estimate was up to $5.5 million. Cash expenses relating to legal and trustee fees are not expected to be material. No additional material 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 fourth quarter ended August 2, 2009, comparable store sales decreased 1.1%, and identical store sales decreased 2.7%. Excluding the negative impact of foreign currency translation, comparable store sales decreased 0.7%, and identical store sales decreased 2.4%. Eight new stores enter the identical store base in the fourth quarter, cycling over their strong opening sales last year. In addition, further price investments could negatively impact sales. For these reasons, along with the still uncertain economic environment, the Company is maintaining a conservative outlook for sales. If the Company's comparable and identical store sales in the fourth quarter are in line with its quarter-to-date results, total sales growth would be approximately 2.9% for the fourth quarter and approximately 1% for the fiscal year.

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. However, the Company historically has experienced lower average weekly sales in the fourth quarter, which typically results in lower gross profit and higher direct store expenses as a percentage of sales. In addition, the Company has implemented further price investments and is starting to compare against many of the cost disciplines put into effect last year. For these reasons, the Company expects store contribution as a percentage of sales, excluding LIFO and asset impairment charges, to decrease approximately 100 basis points from 8.2% in the third quarter to 7.2% in the fourth quarter. This is slightly greater than the 86 basis point sequential decrease the Company reported from the third to the fourth quarter last year, excluding LIFO and asset impairment charges.

The Company expects G&A in the fourth quarter to be higher than the $53 million reported in the third quarter.

The Company expects total pre-opening and relocation costs in the range of $15 million to $17 million for the fourth quarter based on the opening of three new stores in the fourth quarter and four to six new stores in the first quarter of fiscal year 2010.

The following table provides additional information on the Company's year-to-date results and updated expectations for Adjusted EBITDA, EBITANCE and EPS in the fourth quarter and fiscal year 2009.

    (in millions,
     except EPS)           Adjusted EBITDA        EBITANCE     Diluted EPS
    -------------          ---------------        --------     -----------
    1Q09-3Q09 actuals                 $442            $477           $0.64
    4Q09 estimates               $123-$128       $133-$138     $0.16-$0.18
                                 ---------       ---------     -----------
    FY09 estimates               $565-$570       $610-$615     $0.80-$0.82

    Prior FY09 estimates         $525-$545       $580-$605     $0.65-$0.70(1)

(1) Prior estimate was $0.71 to $0.76, excluding $0.06 in non-cash asset impairment charges incurred in the first half of fiscal year 2009; including asset impairment charges, the Company's prior estimate was $0.65 to $0.70.

The Company expects capital expenditures in the range of $80 million to $90 million in the fourth quarter.

Goals for Fiscal Year 2010 and Beyond

The uncertain economic outlook makes it highly difficult to predict future results. Therefore, the Company will provide preliminary assumptions and expectations for fiscal year 2010 in its fourth quarter earnings announcement in early November.

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

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

                                                                       Average
                                                              Total     Square
                       Total                       New       Square   Feet per
                    Openings   Relocations     Markets      Footage      Store
                    --------   -----------     -------      -------      -----

    FY10 stores
     in development       16             0           4      664,700     41,500
    FY11 stores
     in development       18             3           0      789,400     43,900
    FY12 stores
     in development       12             2           1      580,400     48,400
    FY13 stores
     in development        7             2           3      358,000     51,100
    ---------------      ---           ---         ---      -------     ------
    Total                 53             7           8    2,392,500     45,100

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 282 stores in the United States, Canada, and the United Kingdom. Whole Foods Market employs more than 51,000 Team Members and has been ranked for 12 consecutive years as one of the "100 Best Companies to Work For" in America by Fortune magazine.

Forward-looking statements

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

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

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

                                  Twelve weeks ended      Forty weeks ended
                                  July 5,     July 6,     July 5,     July 6,
                                   2009        2008        2009        2008
    -----                          ----        ----        ----        ----
    Sales                      $1,878,338  $1,841,242  $6,202,391  $6,164,993
    Cost of goods sold and
     occupancy costs            1,218,029   1,208,495   4,074,047   4,054,290
    ----------------------      ---------   ---------   ---------   ---------
      Gross profit                660,309     632,747   2,128,344   2,110,703
    Direct store expenses         499,705     490,188   1,639,389   1,631,466
    Asset impairments from
     continuing locations             125           -      14,807           -
    ----------------------            ---         ---      ------         ---
      Store contribution          160,479     142,559     474,148     479,237
    General and
     administrative expenses       52,592      60,689     192,024     215,759
    ------------------------       ------      ------     -------     -------
      Operating income before
       pre-opening and store
       closure                    107,887      81,870     282,124     263,478
    Pre-opening expenses           10,763      15,225      38,616      40,403
    Relocation, store closure
     and lease termination
     costs                         18,209       2,556      27,937       9,386
    -------------------------      ------       -----      ------       -----
      Operating income             78,915      64,089     215,571     213,689
    Interest expense               (7,688)     (8,094)    (28,964)    (28,113)
    Investment and other
     income                         1,326       1,495       2,528       5,430
    --------------------            -----       -----       -----       -----
      Income before income
       taxes                       72,553      57,490     189,135     191,006
    Provision for income taxes     29,746      23,571      78,741      77,984
    --------------------------     ------      ------      ------      ------
      Net income                   42,807      33,919     110,394     113,022
    ------------                   ------      ------     -------     -------
    Preferred stock dividends       7,839           -      20,306           -
    -------------------------       -----         ---      ------         ---
      Income available to
       common shareholders        $34,968     $33,919     $90,088    $113,022
    ----------------------        -------     -------     -------    --------

    Basic earnings per share        $0.25       $0.24       $0.64       $0.81
    ------------------------        -----       -----       -----       -----
    Weighted average shares
     outstanding                  140,439     140,231     140,385     139,766
    -----------------------       -------     -------     -------     -------

    Diluted earnings per share      $0.25       $0.24       $0.64       $0.81
    --------------------------      -----       -----       -----       -----
    Weighted average shares
     outstanding, diluted
     basis                        140,439     140,322     140,385     140,308
    -----------------------       -------     -------     -------     -------

    Common dividends declared
     per share                         $-       $0.20          $-       $0.60
    -------------------------         ---       -----         ---       -----



    Whole Foods Market, Inc.
    Condensed Consolidated Balance Sheets (unaudited)
    July 5, 2009 and September 28, 2008
    (In thousands)

    Assets
                                                            2009       2008
    ---------------                                         ----       ----
    Current assets:
    Cash and cash equivalents                            $377,035    $30,534
    Restricted cash                                        71,014        617
    Accounts receivable                                   106,191    115,424
    Merchandise inventories                               314,510    327,452
    Prepaid expenses and other current assets              43,429     68,150
    Deferred income taxes                                  89,382     80,429
    ---------------------                                  ------     ------
      Total current assets                              1,001,561    622,606
    Property and equipment, net of accumulated
     depreciation and amortization                      1,892,812  1,900,117
    Goodwill                                              657,281    659,559
    Intangible assets, net of accumulated amortization     74,186     78,499
    Deferred income taxes                                  72,272    109,002
    Other assets                                            7,569     10,953
    ------------                                            -----     ------
      Total assets                                     $3,705,681 $3,380,736
    --------------                                     ---------- ----------

    Liabilities and Shareholders' Equity
                                                            2009       2008
    --------------------                                    ----       ----
    Current liabilities:
    Current installments of long-term debt and
     capital lease obligations                               $378       $380
    Accounts payable                                      173,294    183,134
    Accrued payroll, bonus and other benefits due
     team members                                         205,607    196,233
    Dividends payable                                         472          -
    Other current liabilities                             254,753    286,430
    -------------------------                             -------    -------
      Total current liabilities                           634,504    666,177
    Long-term debt and capital lease obligations,
     less current installments                            741,796    928,790
    Deferred lease liabilities                            240,182    199,635
    Other long-term liabilities                            84,202     80,110
    ---------------------------                            ------     ------
      Total liabilities                                 1,700,684  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                                1,591,945  1,506,024
    --------------------                                ---------  ---------
    Commitments and contingencies
    -----------------------------                      ---------- ----------
      Total liabilities and shareholders' equity       $3,705,681 $3,380,736
    --------------------------------------------       ---------- ----------



    Whole Foods Market, Inc.
    Consolidated Statements of Cash Flows (unaudited)
    July 5, 2009 and July 6, 2008
    (In thousands)

                                                            Forty weeks ended
                                                             July 5,   July 6,
                                                              2009      2008
    -------------------------------------                     ----      ----
    Cash flows from operating activities:
    Net income                                             $110,394  $113,022
    Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation and amortization                       204,291   189,386
        Loss on disposition of fixed assets                   2,138     2,724
        Asset impairment charge                              22,164        99
        Share-based payments expense                          8,829     7,599
        LIFO charge                                          (2,177)    8,032
        Deferred income tax expense (benefit)                32,488    (6,703)
        Excess tax benefit related to exercise of team
         member stock options                                     -    (5,162)
        Deferred lease liabilities                           39,338    35,153
        Other                                                 5,141    (1,291)
        Net change in current assets and liabilities:
          Accounts receivable                                 8,912   (22,482)
          Merchandise inventories                            14,165   (36,263)
          Prepaid expenses and other current assets          24,711     4,724
          Accounts payable                                   (9,495)  (49,112)
          Accrued payroll, bonus and other benefits due
           team members                                       9,728    19,220
          Other current liabilities                            (270)   17,152
        Net change in other long-term liabilities             4,364    (4,719)
    ---------------------------------------------             -----    ------
    Net cash provided by operating activities               474,721   271,379
    -----------------------------------------               -------   -------
    Cash flows from investing activities:
      Development costs of new locations                   (196,949) (284,025)
      Other property and equipment expenditures             (55,182) (110,813)
      Proceeds from hurricane insurance                           -     1,500
      Acquisition of intangible assets                       (1,353)   (1,567)
      Purchase of available-for-sale securities                   -  (194,316)
      Sale of available-for-sale securities                       -   194,316
      Increase in restricted cash                           (70,397)      (57)
      Payment for purchase of acquired entities, net of
       cash                                                       -   (20,130)
      Proceeds from divestiture, net                              -   163,913
      Other investing activities                                469    (3,175)
    ----------------------------                                ---    ------
    Net cash used in investing activities                  (323,412) (254,354)
    -------------------------------------                  --------  --------
    Cash flows from financing activities:
      Common dividends paid                                       -   (81,015)
      Preferred dividends paid                              (19,833)        -
      Issuance of common stock                                2,705    18,019
      Excess tax benefit related to exercise of team
       member stock options                                       -     5,162
      Proceeds from issuance of redeemable preferred stock  413,052         -
      Proceeds from long-term borrowings                    123,000   174,000
      Payments on long-term debt and capital lease
       obligations                                         (320,980) (107,050)
      Other financing activities                                  -       261
    ----------------------------                                ---       ---
    Net cash provided by financing activities               197,944     9,377
    -----------------------------------------               -------     -----
    Effect of exchange rate changes on cash and cash
     equivalents                                             (2,752)   (1,485)
    ------------------------------------------------         ------    ------
    Net change in cash and cash equivalents                 346,501    24,917
    Cash and cash equivalents at beginning of period         30,534         -
    ------------------------------------------------         ------       ---
    Cash and cash equivalents at end of period             $377,035   $24,917
    ------------------------------------------             --------   -------

    -------------------------------------------------       -------   -------
    Supplemental disclosure of cash flow information:
      Interest paid                                         $42,059   $33,230
      Federal and state income taxes paid                   $27,647   $85,119
    Non-cash transactions:
      Conversion of convertible debentures into common
       stock                                                     $-      $154
    --------------------------------------------------          ---      ----



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

    In addition to reporting financial results in accordance with generally
    accepted accounting principles, or GAAP, the Company provides information
    regarding Economic Value Added ("EVA"), Earnings before interest, taxes
    and non-cash expenses ("EBITANCE"),  Earnings before interest, taxes,
    depreciation and amortization ("EBITDA"), Adjusted EBITDA and Free Cash
    Flow in the press release as additional information about its operating
    results.  These measures are not in accordance with, or an alternative to,
    GAAP. The Company's management believes that these presentations provide
    useful information to management, analysts and investors regarding certain
    additional financial and business trends relating to its results of
    operations and financial condition. Management believes EBITANCE is a
    useful non-GAAP measure of financial performance, helping investors more
    meaningfully evaluate the Company's cash flow results by adjusting for
    certain non-cash expenses.  These expenses include depreciation,
    amortization, fixed asset impairment charges, non-cash share-based
    payments expense, deferred rent, and LIFO charge. Similar to EBITDA, this
    measure goes further by including other non-cash expenses, primarily those
    which have arisen since the use of EBITDA became common practice and
    because of accounting changes due to recent accounting pronouncements.
    Management uses EBITANCE as a supplement to cash flows from operations to
    assess the cash generated from our business available for capital
    expenditures and the servicing of other requirements including working
    capital. The Company defines Adjusted EBITDA as EBITDA plus non-cash asset
    impairment charges. The Company defines Free Cash Flow as net cash
    provided by operating activities less capital expenditures. 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           Forty weeks ended
    EVA                July 5, 2009  July 6, 2008  July 5, 2009  July 6, 2008
    ---                ------------  ------------  ------------  ------------
    Net income              $42,807       $33,919      $110,394      $113,022
    Provision for
     income taxes            29,746        23,571        78,741        77,984
    Interest expense
     and other               12,656        12,233        43,131        42,071
    ----------------         ------        ------        ------        ------
      NOPBT                  85,209        69,723       232,266       233,077
    Income taxes (40%)       34,084        27,889        92,906        93,231
    -----------------        ------        ------        ------        ------
      NOPAT                  51,125        41,834       139,360       139,846
    Capital charge           62,701        54,099       201,545       175,800
    --------------           ------        ------       -------       -------
      EVA                  $(11,576)     $(12,265)     $(62,185)     $(35,954)
    -----                  --------      --------      --------      --------



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




    EBITDA and              Twelve weeks ended           Forty weeks ended
     EBITANCE          July 5, 2009  July 6, 2008  July 5, 2009  July 6, 2008
    ----------         ------------  ------------  ------------  ------------
    Net income              $42,807       $33,919      $110,394      $113,022
    Provision for
     income taxes            29,746        23,571        78,741        77,984
    Interest
     expense, net             6,362         6,599        26,436        22,683
    -------------             -----         -----        ------        ------
      Operating income       78,915        64,089       215,571       213,689
    Depreciation and
     amortization            62,476        57,789       204,291       189,386
    ----------------         ------        ------       -------       -------
      Earnings before
       interest, taxes,
       depreciation &
       amortization
       (EBITDA)             141,391       121,878       419,862       403,075
    Impairment of
     assets                   6,781             -        22,164            99
    -------------             -----           ---        ------           ---
      Adjusted EBITDA       148,172       121,878       442,026       403,174
    Non-cash expenses:
      Share-based
       payments expense       2,687         2,247         8,829         7,599
      LIFO charge            (5,777)        2,700        (2,177)        8,032
      Deferred rent           8,813         8,529        28,347        27,584
    ---------------           -----         -----        ------        ------
      Total other
       non-cash
       expenses               5,723        13,476        34,999        43,215
    -------------             -----        ------        ------        ------
    Earnings before
     interest, taxes,
     and non-cash
     expenses
     (EBITANCE)            $153,895      $135,354      $477,025      $446,389
    -----------------      --------      --------      --------      --------



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



                            Twelve weeks ended           Forty weeks ended
    Free Cash Flow     July 5, 2009  July 6, 2008  July 5, 2009  July 6, 2008
    --------------     ------------  ------------  ------------  ------------
    Net cash provided
     by operating
     activities            $159,625      $110,102      $474,721      $271,379
    Development
     costs of new
     locations              (54,487)     (109,606)     (196,949)     (284,025)
    Other property
     and equipment
     expenditures           (12,425)      (14,876)      (55,182)     (110,813)
    --------------          -------       -------       -------      --------
      Free cash flow        $92,713      $(14,380)     $222,590     $(123,459)
    ----------------        -------      --------      --------     ---------



    Contact: Cindy McCann
    VP of Investor Relations
    512.542.0204