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Whole Foods Market Commences Exchange Offer

AUSTIN, Texas, Sept. 26, 2016 (GLOBE NEWSWIRE) -- Whole Foods Market, Inc. (NASDAQ:WFM) (the “Company”) commenced today an offer to exchange (the “Exchange Offer”) up to $1.0 billion aggregate principal amount of its outstanding 5.200% Senior Notes due 2025 (the “Original Notes”) for an equal principal amount of its registered 5.200% senior notes due 2025 (the “New Notes”). The terms of the New Notes are identical in all material respects to the terms of the Original Notes and will represent the same debt as the Original Notes except that the New Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and will not contain restrictions on transfer or related provisions regarding additional interest, will bear a different CUSIP number from the Original Notes and will not entitle their holders to registration rights.

The purpose of the Exchange Offer is to fulfill the Company’s obligations under the applicable registration rights agreement entered into in connection with the issuance of the Original Notes.  The Company will not receive any proceeds from the Exchange Offer.

The Exchange Offer will expire at 5:00 p.m. New York City time on October 25, 2016, unless extended (such date and time, as may be extended, the “Expiration Date”).  The settlement date for the Exchange Offer will occur promptly following the Expiration Date.  The terms of the Exchange Offer and the other information relating to the Company and the New Notes are set forth in a prospectus dated September 26, 2016, a copy of which has been filed with the Securities and Exchange Commission.  The Company has not authorized any person to provide information other than as set forth in the prospectus.

This press release is for informational purposes only and is neither an offer to exchange, nor a solicitation of an offer to sell, the New Notes. The Exchange Offer is made solely pursuant to the prospectus dated September 26, 2016, including any supplements thereto, and the related letter of transmittal. The Exchange Offer is not being made to, nor will the Company accept surrenders of Original Notes for exchange from, holders in any jurisdiction in which the Exchange Offer or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Additional Information

/EIN News/ -- Copies of the prospectus and the letter of transmittal governing the Exchange Offer can be obtained from the exchange agent, U.S. Bank National Association, by faxing a request to (651) 466-7367 or by writing via mail to U.S. Bank National Association, Attention: Corporate Actions, 111 Filmore Avenue, St. Paul, Minnesota 55107-1402.

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 456 stores in the United States, Canada, and the United Kingdom.  Whole Foods Market employs approximately 87,000 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. 

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 conditions, 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 third quarter ended July 3, 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.

Investor Relations Contact:
Cindy McCann
VP of Investor Relations

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