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): August 14, 2008 (August 11, 2008)

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))

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On August 11, 2008, Flowers Foods, Inc. issued a press release announcing that it had completed its merger with the holding company of Holsum Bakery, Inc. (“Holsum”). Established in 1881, Holsum operates two bakeries in the Phoenix area. The aggregate merger consideration was $150,000,000, less adjustments for certain obligations of Holsum. Fifty percent (50%) of the merger consideration was paid in cash, and Flowers issued shares of Flowers common stock, par value $.01 per share (the “Flowers Stock”), to the Holsum shareholders as payment of the other fifty percent (50%) of the merger consideration in connection with the transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

     On August 14, 2008, Flowers Foods, Inc. issued a press release (i) announcing its financial condition and results of operations as of and for the second quarter of fiscal 2008 and (ii) updating its guidance for fiscal 2008. A copy of the press release is furnished with this Report as Exhibit 99.2.

Item 3.02 Unregistered Sales of Equity Securities.

     The information set forth in Item 2.01 of this Report is incorporated into this Item 3.02 by this reference.

     In connection with the acquisition of Holsum, a total of 1,998,656 shares of Flowers Stock were issued to the shareholders of Holsum 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 relied on the representations, warranties, certifications and agreements of the Holsum shareholders, including their agreement with respect to restrictions on resale, in support of their satisfaction of the conditions contained in Section 4(2) and Regulation D under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
99.1	Press Release of Flowers Foods, Inc. dated August 11, 2008
99.2	Press Release of Flowers Foods, Inc. dated August 14, 2008

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/ R. Steve Kinsey
	Name:	R. Steve Kinsey
	Title:	Executive Vice President and Chief
	Financial Officer

Date: August 14, 2008

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Flowers Foods, Inc. dated August 11, 2008
99.2	Press Release of Flowers Foods, Inc. dated August 14, 2008

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EX-99.1

EXHIBIT 99.1

August 11, 2008 Company Press Release Flowers Foods (NYSE: FLO)

FLOWERS FOODS COMPLETES MERGER WITH HOLSUM BAKERY OF PHOENIX

THOMASVILLE, GA—Flowers Foods, Inc. (NYSE: FLO) today announced the completion of its merger with Holsum Bakery, Inc. Holsum will operate as a subsidiary of Flowers under its current name and with its existing management team.

Established in 1881, Holsum Bakery operates profitably on annualized sales of approximately $146 million from its two bakeries in the Phoenix area. The company sells its Holsum, Aunt Hattie’s, and Roman Meal fresh breads and rolls through independent distributors that serve retail and foodservice customers in Arizona, New Mexico, southern Nevada and Southern California.

Headquartered in Thomasville, Ga., Flowers Foods, with annual sales of over $2.02 billion, is one of the nation’s leading producers and marketers of packaged bakery foods for retail and foodservice customers. With the Holsum acquisition completed, Flowers now operates 39 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, Whitewheat, Cobblestone Mill, Sunbeam, Holsum, Aunt Hattie’s, Blue Bird, 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.

Analyst Contact:
Marta J. Turner, Executive VP/Corporate Relations, Flowers Foods (229) 227-2348
Media Contacts:
Mary A. Krier, VP/Communications, Flowers Foods (229) 227-2333
Donna Klein, Executive Assistant, Holsum Bakeries (602) 229-8108

###

EX-99.2

EXHIBIT 99.2

August 14, 2008 Company Press Release Flowers Foods (NYSE: FLO)

FLOWERS FOODS REPORTS RESULTS FOR THE SECOND QUARTER AND FIRST HALF; UPDATES 2008 GUIDANCE

THOMASVILLE, GA— Flowers Foods (NYSE: FLO) today reported results for its 12-week second quarter and first half ended July 12, 2008. The company also updated its earnings guidance for the year.

• Sales were $540.7 million in the second quarter of 2008, an increase of 13.1% compared to the second quarter of 2007. For the first half, sales were $1.22 billion, an increase of 11.9% over last year’s first half. The increase for both periods was driven by favorable pricing, increased volume, and positive mix shifts.

• Net income for the quarter was $23.9 million, or $.26 per diluted share, a 7.9% increase over net income reported for the prior year’s second quarter. For the first half, net income was $59.7 million, or $.65 per diluted share, an increase of 17.9% over the same period in the prior year.

• EBITDA was $52.4 million, or 9.7% of sales, an increase of 6.3% over the same period in 2007 and, for the first half, EBITDA was $127.5 million, or 10.5% of sales, an increase of 11.5% over last year’s first half.

• Branded retail sales were up 15.8% in the quarter, driven by Nature’s Own soft variety and premium breads and Nature’s Own Whitewheat breads as well as by regional white bread brands.

• During the quarter, the company announced agreements to merge with Holsum Bakery of Phoenix, Ariz., and to acquire ButterKrust Bakery of Lakeland, Fla. Both transactions were completed early in the third quarter.

• Sales and earnings guidance for 2008 was updated as the result of year-to-date performance and to include recent acquisitions. Guidance for FY 2008 now anticipates sales of $2.400 billion to $2.425 billion and net income of $109.2 million to $114.7 million, or $1.17 per share to $1.23 per share with 93.4 million average shares outstanding.

George E. Deese, Flowers Foods’ Chairman, CEO, and President said, “Sales for the quarter showed growth across all categories, with our retail brands performing very well. Our team continues to be successful in introducing new products, expanding our geographic reach, and maintaining brand loyalty while driving through price increases. As previously announced, our steepest commodity cost increases for the year hit during the second quarter and had a short-term impact on margins. However, as evidenced by our updated guidance, we expect to deliver good results for the full year.

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“Over the last few days, we completed the Holsum Bakery and ButterKrust Bakery transactions. Both companies are operationally strong and profitable. Together, they will add about $220.0 million in annualized sales and help fuel Flowers Foods’ growth and expansion. Holsum will drive Flowers’ market expansion in Arizona, Nevada, and parts of California with a broad spectrum of outstanding products and brands. Holsum operates two highly efficient bakeries, has an experienced and talented team, and operating strategies similar to Flowers’ strategies. ButterKrust has a fine team and a state-of-the-art bakery with available production capacity to relieve capacity pressures in our bakeries that serve the rapidly growing Florida market. We expect both companies to strengthen Flowers Foods and help create value for shareholders over the long term.”

Second Quarter and First Half Results
For the second quarter, sales increased 13.1% to $540.7 million over the $477.8 million reported for last year’s second quarter. Net income was $23.9 million, or $.26 per diluted share, an increase of 7.9% over the $22.2 million, or $.24 per diluted share, reported for the 2007 second quarter. The quarter’s sales increase of 13.1% was achieved through a favorable pricing/mix of 10.9% and volume increase of 2.2%. During the quarter, the company’s direct-store-delivery (DSD) sales grew at 14.1% due to a favorable pricing/mix of 12.1% and unit volume increase of 2.0%. Sales through warehouse delivery increased 9.1%, reflecting positive pricing/mix of 6.3% and unit volume increased 2.8%.

Sales for the first half increased 11.9% to $1.22 billion over the $1.09 billion reported for the first half of 2007. Net income was $59.7 million, or $.65 per diluted share, an increase of 17.9% over the $50.7 million, or $.55 per diluted share, reported for the 2007 first half. The sales increase of 11.9% was achieved through a favorable pricing/mix of 10.2% and volume increase of 1.7%. Year-to-date, the company’s DSD sales grew at 13.6% due to a favorable pricing/mix of 11.2% and unit volume increases of 2.4%. Sales through warehouse delivery increased 4.8%, reflecting positive pricing/mix of 4.5% and unit volume increases of .3%.

For the quarter, gross margin as a percent of sales was 45.7% compared to 48.7% in the second quarter of 2007. The decrease in margin was due to higher commodity costs, primarily flour, in the quarter. Ingredient costs in the quarter were up 34% over the prior year quarter. During the quarter, gross margin also was impacted negatively by $1.3 million in costs related to the closing of an Atlanta snack cake bakery. These cost increases were partially offset by sales gains, improved manufacturing efficiencies, and lower labor costs as a percent of sales.

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Gross margin for the first half was 47.1% of sales compared to 49.3% in the first half of 2007. This decrease as a percent of sales is also the result of higher commodity costs, which were up 31% over the prior year’s costs. Year-to-date, gross margin also was impacted negatively by $1.7 million in costs relating to the plant closing. These cost increases were partially offset by sales gains, improved manufacturing efficiencies, and lower labor costs as a percent of sales.

Selling, marketing, and administrative costs as a percent of sales for the quarter were 36.6% compared to 38.4% in the prior year. For the first half, selling, marketing, and administrative costs as percent of sales were 36.9% compared to 38.8% last year. These improvements as a percent of sales were due primarily to increased sales and lower employee-related and advertising costs as a percent of sales. Though rising energy costs continued through the second quarter, logistics costs as a percent of sales also decreased due to the company’s continued efforts to minimize miles traveled and to locate production closer to markets served.

During the second quarter, the company recorded a gain of $2.3 million relating to the sale and closure of the Atlanta snack facility. Costs of $1.3 million were recorded in cost of goods sold and $0.3 million of costs were recorded as selling, marketing and administrative costs during the quarter relating to this closure, therefore, the net effect on earnings of the closure was $0.7 million for the quarter. During the first half, costs of $2.0 million ($1.7 million as cost of goods sold and $0.3 million as selling, marketing and administrative costs) were recorded related to the sale and closure, therefore the net effect on earnings year-to-date was $0.3 million. The costs consisted primarily of severance, write-off of obsolete inventory and equipment removal costs. Also, during the second quarter, the company received final insurance proceeds of $0.7 million relating to property damage at one of the company’s distribution centers last year.

Depreciation and amortization expenses for the second quarter and first half remained relatively stable as a percent of sales compared to the prior year. Net interest income for the quarter was $0.7 million higher than the prior year second quarter and $2.3 million higher year-to-date compared to prior year due to higher interest income related to the sale of new territories to independent distributors and a decrease in interest expense due to lower average debt outstanding under the company’s credit facility. The effective tax rate for the quarter and year-to-date was 35.7% and is in line with the estimated full-year tax rate of approximately 36.0%.

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Operating margin for the second quarter was 6.7% as compared to 7.2% for the same period last year with the decrease primarily due to higher ingredient costs. For the first half, operating margin was 7.4% compared to 7.3% in last year’s first half. EBITDA for the quarter was $52.4 million, or 9.7% of sales, an increase of 6.3% over EBITDA for the second quarter of 2007. EBITDA for the first half was $127.5 million, or 10.5% of sales, an increase of 11.5% over the prior year.

During the second quarter, the company invested $18.6 million in capital improvements and paid dividends totaling $13.8 million to shareholders. No additional shares were repurchased during the quarter under the company’s share repurchase plan. However, since the inception of the share repurchase plan, the company has acquired 19.4 million shares of its common stock for $286.2 million, an average of $14.76 per share. The plan authorizes the company to repurchase up to 30.0 million shares of common stock. For the first half, net cash provided by operating activities was $56.1 million, with $42.0 million invested in capital improvements and $25.4 million paid in dividends to shareholders.

Updated Guidance for Fiscal 2008
Taking into consideration the company’s performance year-to-date and the impact of recent acquisitions, the company now expects sales growth in 2008 of 17.8% to 19.1%. Therefore, sales for fiscal 2008 are expected to be $2.400 billion to $2.425 billion. Fiscal 2008 is a 53-week year and approximately 1.5% of estimated fiscal 2008 sales are expected from the 53rd week. The company expects net income will be 4.5% to 4.7% of sales or $109.2 million to $114.7 million. With approximately 93.4 million average shares outstanding, which reflects shares issued for the Holsum merger, earnings per share are expected to be $1.17 to $1.23, an increase of 14.7% to 20.6% over 2007. Previously, the company’s guidance for 2008 had been for sales $2.220 billion to $2.271 billion, net income of $106.6 million to $113.6 million, and earnings per share of $1.15 to $1.23 on 92.5 million average shares outstanding.

Capital spending in fiscal 2008 is expected to be $95.0 million to $100.0 million, an amount that includes costs for construction of new production capacity as well as for maintaining and improving efficiencies in the company’s 39 bakeries.

Deese said, “Even in the face of higher costs that put pressure on our margins, we delivered good results for the second quarter and first half of 2008. We continue to make improvements throughout the business to help offset higher costs. We remain confident in our ability to grow successfully as we continue to execute our strategies of investing in our bakeries, products, brands, and people. Our team also is focused on the growth opportunities presented by our merger with Holsum and acquisition of ButterKrust. The strength of our products and brands, the quality of our bakeries and our distribution system, and the

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experience and determination of our team provides us with the confidence we can deliver good results for the full year and continue to build value for our shareholders in the future.”

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

Conference Call
Flowers Foods will broadcast its second quarter conference call over the Internet at 10:30 a.m. (Eastern) August 14, 2008. The call will be broadcast live on Flowers’ Web site, www.flowersfoods.com, and can be accessed by clicking on the web cast link on the home page. The call also will be archived on the company’s Web site.

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. Among the company’s top brands are Nature’s Own, Whitewheat, Holsum, Aunt Hattie’s, Cobblestone Mill, Sunbeam, Blue Bird, and Mrs. Freshley’s. Flowers operates 39 bakeries that are among the most efficient in the baking industry. Flowers Foods produces, markets, and distributes fresh bakery products that are delivered to customers daily through a direct-store-delivery system serving the Southeast, Southwest, and Mid-Atlantic. The company also produces and distributes fresh snack cakes and frozen breads and rolls nationally through warehouse distribution. 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, (f) our ability to fully integrate recent acquisitions into our business, and (g) 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.

Investor Contact: Marta J. Turner, Executive VP/Corporate Relations, (229) 227-2348

Media Contact: Mary A. Krier, VP/Communications, (229) 227-2333

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

	For the 12 Week			For the 12 Week			For the 28 Week			For the 28 Week
	Period Ended			Period Ended			Period Ended			Period Ended
	07/12/08			07/14/07			07/12/08			07/14/07
Sales	$	540,656		$	477,838		$	1,217,363		$	1,087,785
Materials, supplies, labor and other production costs		293,594			244,942			643,564			551,894
Selling, marketing and administrative expenses		197,662			183,592			449,337			421,555
Depreciation and amortization		16,032			15,116			36,945			35,233
Gain on sale		2,306			0			2,306			0
Gain on insurance recovery		686			0			686			0
Income before interest, income taxes and minority interest (EBIT)		36,360			34,188			90,509			79,103
Interest income, net		2,657			1,932			6,154			3,865
Income before income taxes and minority interest (EBT)		39,017			36,120			96,663			82,968
Income tax expense		13,931			12,914			34,493			29,414
Income before minority interest		25,086			23,206			62,170			53,554
Minority interest in variable interest entity		(1,137	)		(1,016	)		(2,438	)		(2,871	)
Net income	$	23,949		$	22,190		$	59,732		$	50,683
Per share amounts:
Net income		0.26		$	0.24		$	0.65		$	0.55
Diluted weighted average shares outstanding		92,501			92,413			92,415			92,148

Flowers Foods
Segment Reporting
(000’s omitted)

	For the 12 Week			For the 12 Week			For the 28 Week			For the 28 Week
	Period Ended			Period Ended			Period Ended			Period Ended
	07/12/08			07/14/07			07/12/08			07/14/07
Sales:
Direct-Store-Delivery	$	440,802		$	386,271		$	994,683		$	875,226
Warehouse Delivery		99,854			91,567			222,680			212,559
	$	540,656		$	477,838		$	1,217,363		$	1,087,785
EBITDA:
Direct-Store-Delivery	$	48,540		$	45,385		$	117,890		$	106,372
Warehouse Delivery		10,117			9,998			23,098			22,434
Flowers Foods		(6,265	)		(6,079	)		(13,534	)		(14,470	)
	$	52,392		$	49,304		$	127,454		$	114,336
Depreciation and Amortization:
Direct-Store-Delivery	$	12,153		$	11,931		$	28,111		$	27,849
Warehouse Delivery		3,656			3,216			8,378			7,473
Flowers Foods		223			(31	)		456			(89	)
	$	16,032		$	15,116		$	36,945		$	35,233
EBIT:
Direct-Store-Delivery	$	36,387		$	33,454		$	89,779		$	78,523
Warehouse Delivery		6,461			6,782			14,720			14,961
Flowers Foods		(6,488	)		(6,048	)		(13,990	)		(14,381	)
	$	36,360		$	34,188		$	90,509		$	79,103

Note: During the second quarter of 2008, the company’s Tucker, Georgia operation was transferred from the Direct-Store-Delivery segment to the Warehouse Delivery segment. Prior year information has been reclassified to reflect this change for comparability purposes.

Flowers Foods
Condensed Consolidated Balance Sheet
(000’s omitted)

	07/12/08
Assets
Cash and Cash Equivalents	$	19,532
Other Current Assets		267,981
Property, Plant & Equipment, net		489,952
Distributor Notes Receivable (includes $11,507 current portion)		102,841
Other Assets		46,576
Cost in Excess of Net Tangible Assets, net		97,516
Total Assets	$	1,024,398
Liabilities and Stockholders’ Equity
Current Liabilities	$	206,961
Bank Debt		6,000
Other Debt and Capital Leases (includes $3,300 current portion)		26,672
Other Liabilities		87,168
Minority Interest in Variable Interest Entity		9,109
Common Stockholders’ Equity		688,488
Total Liabilities and Stockholders’ Equity	$	1,024,398

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

	For the 12 Week			For the 28 Week
	Period Ended			Period Ended
	07/12/08			07/12/08
Cash flows from operating activities:
Net income	$	23,949		$	59,732
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		16,032			36,945
Minority interest in variable interest entity		1,137			2,438
Stock compensation		3,279			6,678
Changes in assets and liabilities		(49,919	)		(49,712	)
Net cash (disbursed for)/provided by operating activities		(5,522	)		56,081
Cash flows from investing activities:
Purchase of property, plant and equipment		(18,640	)		(41,964	)
Other		2,426			240
Net cash disbursed for investing activities		(16,214	)		(41,724	)
Cash flows from financing activities:
Dividends paid		(13,824	)		(25,358	)
Stock options exercised		34			2,438
Income tax benefit related to stock awards		115			1,714
Stock repurchases		0			(5,829	)
Increase in book overdraft		7,314			8,989
Proceeds from debt borrowings		26,500			30,000
Debt and capital lease obligation payments		(21,349	)		(26,757	)
Net cash disbursed for financing activities		(1,210	)		(14,803	)
Net decrease in cash and cash equivalents		(22,946	)		(446	)
Cash and cash equivalents at beginning of period		42,478			19,978
Cash and cash equivalents at end of period	$	19,532		$	19,532

Flowers Foods
Reconciliation of Net Income to EBITDA from Continuing Operations
(000’s omitted)

	For the 12 Week			For the 28 Week
	Period Ended			Period Ended
	July 12, 2008			July 12, 2008
Net Income	$	23,949		$	59,732
Minority interest in variable interest entity		1,137			2,438
Income tax expense		13,931			34,493
Interest income, net		(2,657	)		(6,154	)
Depreciation and amortization		16,032			36,945
EBITDA from Continuing Operations	$	52,392		$	127,454