GROWING THE FLOWERS WAY TABLE OF CONTENTS Welcome to Flowers Foods’ 2008 Annual Report. In this enhanced PDF, you can navigate to a particular section of the report from this contents page or from the navigational bar at the top of each page. Within the Narrative Section and on the Investor Information page, you will find links to other pertinent online information. We encourage you to check out these links. • At a Glance • Letter to Shareholders • Narrative Section - Growing through Acquisition, Expansion, Core Markets - Growing through Efficient Operations and Distribution - Growing Strong Brands - Growing through Wise Resource Management • Form 10-K • Board of Directors and Officers • Investor Information 2008 annual report FLOWERS FOODS AT A GLANCE INVESTOR INFORMATION Flowers Foods, Inc. (NYSE: FLO), with annual sales of more than $2.4 billion, is one of the nation’s STOCK LISTING WEBCASTS leading producers and marketers of packaged bakery foods for retail and foodservice customers. Flowers Foods’ common stock is listed on the New York Stock Flowers Foods broadcasts quarterly earnings conference The company’s 38 highly efficient bakeries produce breads, buns, rolls, snack cakes, and pastries Exchange under the ticker symbol FLO. calls and other live presentations over the Internet. The that are distributed fresh in the Southeast, Mid-Atlantic, and Southwest, as well as to select company posts notices of these webcasts and archived WEB SITE markets in California and Nevada through an extensive direct-store-delivery (DSD) network. Bakery webcasts on the Flowers Web site and individuals can sign up Information on Flowers Foods is posted on the Internet at products also are sold frozen to customers nationwide. Flowers’ key brands include Nature’s Own, to receive e-mail notification of webcasts. Upcoming 2009 www.flowersfoods.com. Whitewheat, Cobblestone Mill, Mrs. Freshley’s, and Blue Bird. Flowers also markets products under webcasts are scheduled for May 28, June 5, August 19, and the following company-owned and franchised brands: Aunt Hattie’s, Betsy Ross, Bunny, ButterKrust, FINANCIAL INFORMATION November 11. These dates are subject to change. For the Captain John Derst, Country Hearth, Dandee, Evangeline Maid, Flowers, Holsum, Ideal, Mi Casa, Flowers Foods’ Annual Report, Form 10-K, press releases, and most current information on these and other webcast events, Roman Meal, and Sunbeam. other financial documents are available through the Investor please visit the Investor Center at www.flowersfoods.com. Center on the company’s Web site. Individuals may request SHAREHOLDER SERVICES investor packets through the Web site. As Flowers Foods’ transfer and dividend reinvestment CORPORATE GOVERNANCE agent, Computershare offers shareholders a variety of The following corporate governance documents are available services, including change of address, replacement KEY BRANDS on the company’s Web site: Corporate Governance Guidelines, of lost stock certificates, and assistance with stock Audit Committee Charter, Compensation Committee Charter, transfers. Shareholders may call Computershare Most of Flowers’ fresh bakery foods are sold to retail Nominating/Corporate Governance Committee Charter, toll free at 800.568.3476, write to Computershare and foodservice customers through a network of Finance Committee Charter, Stock Ownership Guidelines, at P.O. Box 43078, Providence, RI 02940-3078, 3,600 independent distributors. Frozen breads and Disclosure Policy, Employee Code of Conduct, and Code or visit Computershare’s secure Web site at snack cakes are delivered to customers’ warehouses of Business Conduct and Ethics for Executive Officers and https://www-us.computershare.com/investor/. nationwide. Directors. These documents are also available by writing to INVESTOR RELATIONS CONTACT our investor relations department at the corporate address Marta Jones Turner noted on this page. 13% Executive Vice President of Corporate Relations Fresh snack MANAGEMENT CERTIFICATIONS Phone: 229.227.2348 or [email protected] PRODUCT MIX cakes, pastries Flowers Foods’ Chief Executive Officer provides the INDIVIDUAL SHAREHOLDER CONTACT New York Stock Exchange (NYSE) with certification in 80% Lisa R. Hay a timely manner as required by NYSE Rule 303A.12. The Fresh breads, buns, Shareholder Relations Specialist rolls, and tortillas company’s Chief Executive Officer, Chief Financial Officer, Phone: 229.227.2216 or [email protected] and Chief Accounting Officer have each filed the required 7% GENERAL INFORMATION/MEDIA CONTACT Frozenn certifications regarding the quality of the company’s public bread, rollsll disclosure with the Securities and Exchange Commission as Mary A. Krier exhibits to our Annual Report on Form 10-K. Vice President of Communications Phone: 229.227.2333 or [email protected] ANNUAL MEETING DISTRIBUTION Flowers Foods will hold its annual meeting of shareholders CORPORATE OFFICE at 11:00 a.m. on Friday, June 5, 2009 at the Thomasville 1919 Flowers Circle 83% Cultural Center in Thomasville, Ga. The event will be webcast Thomasville, GA 31757 Direct-store-delivery (DSD) live at www.flowersfoods.com. Phone: 229.226.9110 17% Direct to customers’ warehouses **RECONCILIATION OF NET INCOME TO EBITDA FROM CONTINUING OPERATIONS 000s omitted; for the fiscal year ended Jan. 3, 2009 Dec. 29, 2007 Dec. 30, 2006 Dec. 31, 2005 Jan. 1, 2005 5% SALES CHANNELS Other Net Income $119,233 $ 94,615 $ 81,043 $ 61,231 $ 50,774 (Income)/loss from discontinued operations, net of tax – – (6,731) 1,627 3,486 26% 37% 50% Cumulative effect of a change in accounting principle – – 568 – – 27% Mass Supermarket/ Foodservice merchandiser/ Minority interest in variable interest entity 3,074 drug 3,500 3,255 2,904 1,769 discount We’re growing. Flowers Foods’ fresh bakery Income tax expense 67,744 54,970 45,304 39,861 35,071 5% foods are now available to 50% of the U.S. Interest income, net (7,349) (8,404) (4,946) (6,337) (8,826) Conveniencenienc population in 27 states and the District of store Depreciation and amortization 73,312 66,094 64,250 59,344 56,702 Columbia. Frozen bakery foods are available EBITDA from Continuing Operations $256,014 $210,775 $182,743 $158,630 $138,976 nationally. www.crittgraham.com Design: 18% Introduced in 1991, Whitewheat is the “original healthy family white bread.” Since 2000, Whitewheat has enjoyed a compound annual growth rate of 18%. In 2008 alone, retail sales grew more than 22%, reaching $136 million. FINANCIAL HIGHLIGHTS 000s omitted except per share data; 1 for the fiscal year ended Jan. 3, 2009* Dec. 29, 2007 % change Sales $2,414,892 $2,036,674 18.6% Net income $ 119,233 $ 94,615 26.0% Diluted net income per share $ 1.28 $ 1.02 25.5% 8% Cash dividends per common share $ 0.575 $ 0.458 25.5% Mrs. Freshley’s, our national cake brand, and Blue Bird, our * 53-week year regional cake brand, have had a combined compound annual growth rate of 8% since 2000. Combined retail sales in 2008 reached $350 million. THE FLOWERS WAY VIDEO Over the decades, Flowers Foods has developed a business strategy called THE FLOWERS WAY, which has helped the company become one of the most successful wholesale bakers in the country. Hear about THE FLOWERS WAY direct from Flowers team members. Visit www.flowersfoods.com and select THE FLOWERS WAY video under “Company Info” on the home page. Pictured: Feng Pan, systems analyst TO OUR SHAREHOLDERS 2008 was a successful year for Flowers Foods. While we faced some of the most turbulent conditions in our 90-year history, our success validates the strategies we have been developing for many years. In a trying 2008, we were able to deliver strong financial results and continue growing our business. I want to thank Flowers team members for their continued hard work, dedication, and commitment to delivering shareholder value. Our success reflects their efforts. We delivered solid performance in the midst of economic • EBITDA was $256.0 million or 10.6% of sales and we have uncertainty because of our proven growth strategy, achieved 16.5% compound annual growth for EBITDA over competitive advantages, and the recession-resistant nature the last five years. Our target goal for EBITDA is 10% to 12% of our product base. We are fortunate that consumers of sales, and we are confident in our ability to reach the continue to find value in Flowers’ bakery products. high end of the range over time. HIGHLIGHTS FOR 2008 • We maintained a strong capital position • Sales increased 18.6% to $2.41 billion. and generated net cash from operations 2008 marked the sixth consecutive year THE FLOWERS WAY of $94.9 million, while paying dividends sales exceeded our long-term goal of of $53.2 million and repurchasing 5% to 8% growth. Over the past five INVEST WISELY $44.1 million of common stock. years, our sales have grown at an 11.7% BAKE SMART GROWING THE FLOWERS WAY compound annual growth rate. MANAGE RESOURCES During the year, we successfully executed • Net income improved 26.0%, placing our three-pronged growth strategy: INNOVATE Flowers Foods in the top 72nd percentile strategic mergers and acquisitions, for growth among mid-cap companies SERVE THE MARKET expansion into new geographic territories, for the year. This equates to net income DELIVER VALUE and increased penetration in core markets. of $119.2 million, or $1.28 per diluted GROW Merger/Acquisition Flowers Foods 2 share. Earnings per share have grown again demonstrated its ability to fold at a 24.7% compound annual growth APPRECIATE TEAM in businesses that fit strategically and rate over the last five years. financially. In August 2008, • We acquired ButterKrust Bakery with $70 million in sales. ButterKrust adds experienced team members and brings needed production capacity in the fast-growing Florida market. • We merged with Holsum Bakery with $150 million in sales. Holsum extends our market reach into Arizona, Nevada, and Southern California, adding about 29 million people to the population base we serve.