8-K

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): February 2, 2006

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

Georgia	1-16247	58-2582379
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1919 Flowers Circle, Thomasville, GA	31757
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:            (229) 226-9110

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 3.02. Unregistered Sales of Equity Securities.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
PRESS RELEASE FOR FLOWERS FOODS, INC. DATED 2/2/06
PRESS RELEASE FOR FLOWERS FOODS, INC. DATED 2/2/06

Item 2.02. Results of Operations and Financial Condition.

     On February 2, 2006, Flowers Foods, Inc. issued a press release announcing its financial condition and results of operations as of and for the fourth quarter and fiscal year ended December 31, 2005. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

     On February 2, 2006, Flowers Foods, Inc. (“Flowers”) issued a press release announcing that it had entered into an agreement to acquire Derst Baking Company (“Derst”) of Savannah, Georgia. Flowers expects the transition to be complete in a few weeks. The acquisition will be accomplished by a merger of Derst with and into a wholly owned subsidiary of Flowers. Flowers will issue 1,300,000 shares of Flowers common stock, par value $.01 per share (the “Flowers Stock”) to the Derst shareholders in connection with the acquisition. The shares of Flowers Stock will be issued to the shareholders of Derst in reliance upon the exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) thereof and Regulation D thereunder. Flowers will rely upon representations, warranties, certifications and agreements of the Derst shareholders, including their agreement with respect to restrictions on resale, in support of the satisfaction of the conditions contained in Section 4(2) and Regulation D under the Securities Act.

     A copy of the press release is furnished with this Report as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c)      Exhibits.

The following exhibits are furnished as part of this Report:

Exhibit Number	Description
99.1	Press Release of Flowers Foods, Inc. dated February 2, 2006
99.2	Press Release of Flowers Foods, Inc. dated February 2, 2006

SIGNATURES

     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.

	FLOWERS FOODS, INC.
	By:	/s/ Jimmy M. Woodward
		Name:	Jimmy M. Woodward
Date: February 2, 2006		Title:  Sr. Vice-President, Chief Financial Officer and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Flowers Foods, Inc. dated February 2, 2006
99.2	Press Release of Flowers Foods, Inc. dated February 2, 2006

EX-99.1

EXHIBIT 99.1

February 2, 2006 Company Press Release Flowers Foods (NYSE: FLO)

FLOWERS FOODS ANNOUNCES FOURTH QUARTER AND FISCAL 2005 RESULTS;

ADJUSTS GUIDANCE FOR 2006 TO REFLECT PENDING ACQUISITION

THOMASVILLE, GA— Flowers Foods (NYSE: FLO) today reported sales of $396.5 million for its 12-week fourth quarter ended on December 31, 2005, a 9.7% increase over the $361.4 million reported for the fourth quarter last year. Income from continuing operations and net income per share of $.19 were reported, compared to $.11 per share for the fourth quarter of fiscal 2004, a 73% increase. Income from continuing operations and net income for the fourth quarter were $11.7 million compared to $7.5 million for the fourth quarter of 2004, a 57% increase.

Sales for fiscal 2005 increased 10.6% to $1.716 billion. Income from continuing operations per share of $.99 represents a 24% increase over the prior year, while net income per share of $.96 represents a 28% increase over the prior year. Income from continuing operations was $62.9 million, a 16% increase over the prior year and net income was $61.2 million, a 21% increase over the prior year. Net income for 2005 includes a charge for discontinued operations of $1.6 million, or $.03 per share, related to the final settlement of issues associated with the Mrs. Smith’s frozen dessert business, which was sold in 2003. The prior year net income included a $3.5 million charge for discontinued operations, or $.05 per share, related to Mrs. Smith’s.

The company incurred an estimated $7.5 million, or $.08 per share, in costs due to Hurricane Katrina in fiscal 2005 of which $1.9 million, or $.02 per share, was in the fourth quarter. The fourth quarter income from continuing operations includes $4.0 million, or approximately $.04 per share, of insurance proceeds to offset such costs. For the year, income from continuing operations includes $5.5 million, or approximately $.06 per share, of insurance proceeds. As previously announced, the New Orleans bakery is operating; however, the company continues to incur incremental costs related to the storm and expects additional insurance proceeds.

“The operating strength of Flowers Foods is evident in our 2005 results,” said George E. Deese, chairman, chief executive officer and president. “Through challenges brought on by Hurricane Katrina and opportunities presented by changes in the industry, our team continued to perform well in the marketplace. It is particularly gratifying to report strong earnings growth in a year when the company suffered the temporary loss of a bakery, the disruption of our Gulf Coast markets, and the high costs that followed the hurricane,” he continued. “As we have previously discussed, new production capacity that we expect to be operational in the second quarter of 2006

will allow us to produce closer to our growth markets, and thereby require less product transportation, which we believe should enable us to achieve our 2006 guidance. Until the new capacity is online, we will incur incremental transportation costs to capture the sales opportunities in the marketplace.”

The fourth quarter sales increase of 9.7% resulted from a favorable mix shift of 6.1%, favorable pricing of 5.7%, and lower unit volume of 2.1%. During the quarter, the Bakeries Group sales increased 10.7% with a volume increase of 6.2%, pricing of 4.8%, and a .3% negative product mix shift. The volume growth was driven by branded white bread and Nature’s Own soft variety bread. The product mix shift was due to lower sales of specialty breads. The Specialty Group sales increased 6% with a 10.7% unit volume decline in the quarter due to the loss of contract snack cake production as expected, which offset volume gained in the foodservice channel with frozen breads and rolls and snack cake volume gained from the Royal Cake Company acquisition last quarter. Increased sales of Mrs. Freshley’s snack cakes and increased foodservice sales, offset by lower sales of contract snack cake production, resulted in a 10.2% favorable product mix shift with pricing representing a 6.5% increase.

The sales increase of 10.6% for fiscal 2005 reflects a favorable mix shift of 4.9%, favorable pricing of 4%, and increased volume of 1.7%. The Bakeries Group experienced volume growth of 7.6%, increased pricing of 3.1%, and improved product mix of .4%. The Specialty Group experienced a favorable 8.3% mix shift, pricing of 6.4%, and a 5.8% unit volume decrease.

Gross margin as a percentage of sales was stable for the quarter and the year in spite of the issues resulting from Hurricane Katrina. The improved pricing and sales mix and the receipt of insurance proceeds offset costs related to the hurricane and increases in natural gas, labor, and other costs.

Selling, marketing and administrative costs as a percentage of sales for the fourth quarter were 41.1% compared to 42.4% in the prior year’s fourth quarter. For the year, selling, marketing and administrative costs as a percentage of sales were 40.5% compared to 40.8% in fiscal 2004. The improvement for the quarter and the year was due primarily to increased sales and lower compensation and advertising costs. During the fourth quarter, insurance proceeds partially offset higher distribution costs. The company also recorded a $900,000 charge to write down a margin deposit with REFCO. Depreciation and amortization expenses for the quarter and the year increased 5%, however, as a percentage of sales, the items decreased .2% due to higher sales. Net interest income for the year was $6.3 million compared to $8.8 million in fiscal 2004 due to higher interest expense as a result of borrowings under the company’s credit facility to fund stock repurchases. The effective tax rate for the year is 37.7%, slightly higher than previously estimated due to state income taxes. The income of the variable interest entity is eliminated entirely since the company has no equity ownership in the entity.

During the fourth quarter, the company acquired 529,100 shares of its common stock for $14.3 million, an average of $27.09 per share. Since the inception of the stock repurchase plan and through the fiscal 2005 year end, the company has acquired 9,432,166 shares of its common stock for $183.5 million, an average of $19.45 per share. The plan authorizes the company to repurchase up to 15.3 million shares of common stock.

Today in a separate news release, the company announced the pending acquisition of Derst Baking Company. The company expects the acquisition to increase sales for 2006 by $40 million to $45 million and to be earnings neutral for the year. The company raises its prior guidance, anticipating sales growth of 9.0% to 10.4%, or $1.870 billion to $1.895 billion. Net income, exclusive of any additional insurance proceeds, is expected to be 3.6% to 4.0% of sales, or $68.6 million to $74.0 million. With approximately 62.3 million shares outstanding, income from continuing operations per share is expected to be $1.10 to $1.19, an increase of 11% to 20% over fiscal 2005. Guidance includes the effect of expensing equity based compensation in accordance with the January 1, 2006 adoption of FAS123(R), which the company estimates will be an incremental cost of $.05 to $.06 per share in fiscal 2006. Capital spending in fiscal 2006 is expected to be $58 million to $63 million, reflecting the company’s previously announced plans to expand production capacity to meet the demands of the market.

The board of directors will consider the dividend at its regularly scheduled meeting. Any action taken will be announced following that meeting.

Flowers Foods will broadcast its quarterly conference call over the Internet at 8:30 a.m. (Eastern) February 2, 2005. The call will be broadcast live on Flowers’ Web site, www.flowersfoods.com, and can be accessed by clicking on the webcast link on the home page. The call also will be archived on the company’s website.

Company Information

Headquartered in Thomasville, Ga., Flowers Foods is one of the nation’s leading producers and marketers of packaged bakery foods for retail and foodservice customers. Flowers operates 35 bakeries that produce a wide range of bakery products marketed throughout the Southeastern, Southwestern, and mid-Atlantic states via an extensive direct-store-delivery network and nationwide through other delivery systems. Among the company’s top brands are Nature’s Own, Cobblestone Mill, Sunbeam, BlueBird, and Mrs. Freshley’s. For more information, visit www.flowersfoods.com.

Statements contained in this press release that are not historical facts are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Other factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the company’s prospects in general include, but are not limited to, (a) competitive conditions in the baked foods industry, including promotional and price competition, (b) changes in consumer demand for our products, (c) the success of productivity improvements and new product introductions, (d) a significant reduction in business with any of our major customers including a reduction from adverse developments in any of our customer’s business, (e) fluctuations in commodity pricing and (f) our ability to achieve cash flow from capital expenditures and acquisitions and the availability of new

acquisitions that build shareholder value. In addition, our results may also be affected by general factors such as economic and business conditions (including the baked foods markets), interest and inflation rates and such other factors as are described in the company’s filings with the Securities and Exchange Commission.

Contact:

Jimmy M. Woodward, Senior VP and Chief Financial Officer, (229) 227-2266

Marta J. Turner, Senior VP/Corporate Relations, (229) 227-2348

Flowers Foods

Consolidated Statement of Income
(000’s omitted, except per share data)

	For the 12 - Week			For the 12 - Week			For the 52 - Week			For the 52 - Week
	Period Ended			Period Ended			Period Ended			Period Ended
	December 31, 2005			January 1, 2005			December 31, 2005			January 1, 2005
Sales	$	396,524		$	361,432		$	1,715,869		$	1,551,308
Materials, supplies, labor and other production costs		200,353			182,835			861,583			779,437
Selling, marketing and administrative expenses		163,083			153,239			697,247			632,895
Depreciation and amortization		14,647			13,945			59,344			56,702
Other income		0			0			(1,591	)		0
Income from continuing operations before interest, income taxes and minority interest (EBIT)		18,441			11,413			99,286			82,274
Interest income, net		1,361			2,090			6,337			8,826
Income from continuing operations before income taxes and minority interest (EBT)		19,802			13,503			105,623			91,100
Income tax expense		7,491			5,776			39,861			35,071
Income from continuing operations before minority interest		12,311			7,727			65,762			56,029
Minority interest in variable interest entity		(579	)		(264	)		(2,904	)		(1,769	)
Income from continuing operations		11,732			7,463			62,858			54,260
Discontinued operations, net of tax		0			0			(1,627	)		(3,486	)
Net income	$	11,732		$	7,463		$	61,231		$	50,774
Per share amounts:
Income from continuing operations	$	0.19		$	0.11		$	0.99		$	0.80
Discontinued operations		0.00			0.00			(0.03	)		(0.05	)
Net income	$	0.19		$	0.11		$	0.96		$	0.75
Diluted weighted average shares outstanding		62,360			66,611			63,579			67,455

Flowers Foods

Segment Reporting
(000’s omitted)

	For the 12 - Week			For the 12 - Week			For the 52 - Week			For the 52 - Week
	Period Ended			Period Ended			Period Ended			Period Ended
	December 31, 2005			January 1, 2005			December 31, 2005			January 1, 2005
Sales:
Flowers Bakeries Group	$	315,002		$	284,507		$	1,353,618		$	1,218,656
Flowers Specialty Group		81,522			76,925			362,251			332,652
	$	396,524		$	361,432		$	1,715,869		$	1,551,308
EBITDA from Continuing Operations:
Flowers Bakeries Group	$	36,684		$	28,974		$	154,649		$	143,486
Flowers Specialty Group		5,043			7,944			33,300			31,550
Flowers Foods		(8,639	)		(11,560	)		(29,319	)		(36,060	)
	$	33,088		$	25,358		$	158,630		$	138,976
Depreciation and Amortization:
Flowers Bakeries Group	$	11,892		$	11,446		$	47,816		$	45,718
Flowers Specialty Group		2,776			2,645			11,558			11,520
Flowers Foods		(21	)		(146	)		(30	)		(536	)
	$	14,647		$	13,945		$	59,344		$	56,702
EBIT from Continuing Operations:
Flowers Bakeries Group	$	24,792		$	17,528		$	106,833		$	97,768
Flowers Specialty Group		2,267			5,299			21,742			20,030
Flowers Foods		(8,618	)		(11,414	)		(29,289	)		(35,524	)
	$	18,441		$	11,413		$	99,286		$	82,274

Flowers Foods

Condensed Consolidated Balance Sheet
(000’s omitted)

	December 31, 2005
Assets
Cash and Cash Equivalents	$	11,001
Other Current Assets		211,194
Property, Plant & Equipment, net		451,921
Distributor Notes Receivable (includes $8,955 current portion)		79,312
Other Assets		19,049
Cost in Excess of Net Tangible Assets, net		72,172
Total Assets	$	844,649
Liabilities and Stockholders’ Equity
Current Liabilities	$	155,624
Bank Debt		50,000
Other Debt and Capital Leases (includes $1,233 current portion)		29,054
Other Liabilities		93,037
Minority Interest in Variable Interest Entity		4,563
Common Stockholders’ Equity		512,371
Total Liabilities and Stockholders’ Equity	$	844,649

Flowers Foods

Condensed Consolidated Statement of Cash Flows
(000’s omitted)

	For the 12 - Week			For the 52 - Week
	Period Ended			Period Ended
	December 31, 2005			December 31, 2005
Cash flows from operating activities:
Net income	$	11,732		$	61,231
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		14,647			59,344
Minority interest in variable interest entity		579			2,904
Pension contribution		0			(25,000	)
Changes in assets and liabilities		17,923			15,565
Net cash provided by operating activities		44,881			114,044
Cash flows from investing activities:
Purchase of property, plant and equipment		(27,176	)		(58,846	)
Acquisitions, net of cash acquired		(42	)		(9,867	)
Other		644			(1,805	)
Net cash disbursed for investing activities		(26,574	)		(70,518	)
Cash flows from financing activities:
Dividends paid		(6,065	)		(23,652	)
Stock options exercised		275			6,443
Stock repurchases		(14,333	)		(124,388	)
Increase in book overdraft		3,299			10,224
Proceeds from debt borrowings		49,000			166,000
Debt and capital lease obligation payments		(50,929	)		(114,610	)
Net cash disbursed for financing activities		(18,753	)		(79,983	)
Net decrease in cash and cash equivalents		(446	)		(36,457	)
Cash and cash equivalents at beginning of period		11,447			47,458
Cash and cash equivalents at end of period	$	11,001		$	11,001

EX-99.2

EXHIBIT 99.2

February 2, 2006 Company Press Release Flowers Foods (NYSE: FLO)

FLOWERS FOODS TO ACQUIRE DERST BAKING COMPANY

Flowers Foods, Inc. (NYSE: FLO) today announced it has reached an agreement to acquire Derst Baking Company, headquartered in Savannah, Ga. The transaction, expected to be complete within a few weeks, will be accomplished as a merger involving the exchange of Flowers Foods common stock for Derst Baking Company stock.

Derst Baking Company, which operates profitably on annualized sales of approximately $50 million, is a family-owned business with one bakery in Savannah. The company employs 475 people and operates 165 direct-store-delivery routes that serve customers and consumers in South Carolina, eastern Georgia, and north Florida with fresh breads and rolls under the Captain John Derst’s Old Fashioned Bread and Sunbeam brands.

George E. Deese, Flowers Foods’ chairman of the board, chief executive officer and president said, “The Derst family name has been a part of the U.S. bakery business for 139 years and we are fortunate to have this fine organization merge with Flowers Foods. The merger will provide more efficient service as well as new products and brands throughout the territories served, which will benefit Flowers Foods and Derst Baking as well as our customers.”

Deese noted Derst Baking Company will operate under its current name as a part of Flowers Foods Bakeries Group.

Headquartered in Thomasville, Ga., Flowers Foods, with annual sales of over $1.7 billion, is one of the nation’s leading producers and marketers of packaged bakery foods for retail and foodservice customers. Flowers operates 35 bakeries that produce a wide range of bakery products marketed throughout the Southeastern, Southwestern, and mid-Atlantic states via an extensive direct-store-delivery network and nationwide through other delivery systems. Among the company’s top brands are Nature’s Own, Cobblestone Mill, Sunbeam, BlueBird, and Mrs. Freshley’s. For more information, visit www.flowersfoods.com.

EXHIBIT 99.2

FORWARD-LOOKING STATEMENTS

Statements contained in this press release and certain other written or oral statements made from time to time by the company and its representatives that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to current expectations regarding the company’s future financial condition and results of operations and are often identified by the use of words and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “would,” “is likely to,” “is expected to” or “will continue,” or the negative of these terms or other comparable terminology. These forward looking statements are based upon assumptions the company believes are reasonable. Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Certain factors that may cause actual results, performance, and achievements to differ materially from those projected may include, but are not limited to (a) unexpected changes in any of the following: (i) general economic and business conditions; (ii) the competitive setting in which the company operates, including changes in pricing, advertising or promotional strategies by the company or its competitors, as well as changes in consumer demand; (iii) interest rates and other terms available to the company on its borrowings; (iv) energy and raw materials costs and availability; (v) relationships with employees, independent distributors and third party service providers; and (vi) laws and regulations (including health-related issues), accounting standards or tax rates in the markets in which the company operates; (b) the loss or financial instability of any significant customer(s); (c) the company’s ability to execute its business strategy, which may involve integration of recent acquisitions or the acquisition or disposition of assets at presently targeted values; (d) the company’s ability to operate existing, and any new, manufacturing lines according to schedule; (e) the level of success the company achieves in developing and introducing new products and entering new markets; (f) changes in consumer behavior, trends and preferences, including weight loss trends; (g) the company’s ability to implement new technology as required; (h) the credit and business risks associated with independent distributors and customers that operate in the highly competitive retail food industry, including the amount of consolidation in that industry; (i) customer and consumer reaction to pricing actions; (j) existing or future governmental regulations resulting from the events of September 11, 2001, the military action in Iraq and the continuing threat of terrorist attacks that could adversely affect the company’s business and its commodity and service costs; and (k) any business disruptions due to political instability, armed hostilities, incidents of terrorism, natural disasters, or the responses to or repercussions from any of these or similar events or conditions. The foregoing list of important factors does not include all such factors nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the company (such as in our other filings with the Securities and Exchange Commission (“SEC”) or in other company press releases) for other factors that may cause actual results to differ materially from those projected by the company. You should not place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the company (such as in our filings with the SEC or in company press releases) on related subjects.

Contact:

Marta J. Turner, Senior VP/Corporate Relations, (229) 227-2348

Mary A. Krier, Vice President/Communications, (229) 227-2333

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