Marta Turner – EVP, Corporate Relations George Deese – Chairman and Chief Executive Officer Steve Kinsey – Chief Financial Officer Allen Shiver - President

Eric Gottlieb – Stephens Inc. Eric Katzman – Deutsche Bank Brian McGill - Janney Montgomery Scott Heather Jones – BB&T Capital Markets Tim Ramey – D.A. Davidson & Company Bill Chappell – SunTrust Robinson Humphrey Ann Gurkin – Davenport Amit Sharma – BMO Capital Markets

Greetings and welcome to the Flowers Foods' Third Quarter 2011 Earnings Conference Call and Webcast. (Operator Instructions). As a reminder this conference is being recorded. It is now my pleasure to introduce your host, Marta Jones Turner, Executive Vice President, Corporate Relations for Flowers Foods. Thank you, Ms. Jones Turner. You may begin.

Thanks Melissa, and good morning everyone. Our third quarter results were released earlier and I am sure you have found a copy, but in case you need one, of course you can find that posted on our website. We also filed a 10-Q this morning, so you can find that through the SEC filing. During the call, we'll have a PowerPoint presentation and if you have not found that or need it in a different way you can find it on the webcast listen page on our website. Before we get started I must remind you that our presentation may include forward-looking statements about our company's performance. Although we believe our segments to be reasonable, those segments are subject to risks and uncertainties that could cause actual results to differ materially. In addition to the matters that we will discuss during the call, important factors relating to Flowers' Food business are fully detailed in our SEC filing. Participating in our call today, we have George Deese, Flowers' Food Chairman and CEO, Allen Shiver, our President and Steve Kinsey, Executive Vice President and Chief Financial Officer. We will open the call for your questions following our prepared remarks. Now, I'm pleased to turn the call over to Flowers Foods' Chairman and CEO, George Deese.

Thank you, Marta. Good morning each of you and welcome to Flowers Food’s third quarter conference call. Thank you for you continued interest in our company. I am sure by now you have received and read our third quarter earnings review release. As a whole, I am pleased with where we are, given the complex conditions most businesses find themselves facing today. I will begin by a quick overview and Steve and Allen will fill in the details of the quarter. We all know the market place continues to struggle given the high employment rate of 9% and the number of Americans who feel stretched and unsure of the economic outlook. In addition, the Food and Beverage industry specifically has managing through tough commodity volatility. Now, a look at our business. I am very pleased to tell you that our Tastykake acquisition is right on track with our plan. Tastykake performed well in its core markets and we are pleased with the roll-out and acceptance how this brand in the Flowers’ bakery’s market. The integration of our two fine companies is also on schedule and I commend the Tasty’s and Flowers’ teams for the flawless execution as we have worked to combine the businesses. In our D & B segment, which account for 80% of our business, volume and sales are on a comeback trend. Good performance by Nature Own brand is driving the improvement, while our white bread volume continues to trend down in the quarter. Margins in the DSD segment did suffer some, due to high input costs. As we discussed last quarter, our Warehouse business is lagging in volume and pricing. This year, we are focusing our efforts to get this business back on track. Productivity continues to improve throughout the company and I want to congratulate our Manufacturing and Administrative teams for making that happen. In our prepared remarks, Steve, Allen and I will address the concerns we believe that are at the top of your mind this morning. Those concerns are: commodity price inflation and hedging strategy. Two, recent and future price increases, promotions and consumer elasticity. Number three, consumer trends in the baking category. Number four, the update on synergies, sales and expansions regarding the Tasty acquisition. Five, the competitive dynamics of M&A activities in the baking industry and finally, guidance for 2011 and the outlook for 2012. Before I pass the call to Steve, let me take the time to thank each and everyone of our team members for the great job they do each and everyday so Flowers’ be the best of the best. Now, here’s Steve.

Thank you, George. And good morning everyone. Overall as George said, the third quarter was challenging. We’ve faced significant cost increases in the quarter that were only partially offset by pricing actions. Volume this quarter was soft with the overall baked goods category remaining under pressure. As George indicated however, our DSD sales appear to be on an upward trend. We did continue to experience volume pressure in our warehouse cake business. And Allen will provide more details on this in a moment. And as George said we are pleased with the Tasty integration helping to go in there. Sales in the quarter were up 13%, price mix contributed 4.9%, while volume was down 0.6%.The Tasty acquisition contributed 8.7% for the quarter growth. Excluding the Tasty acquisition, overall growth of the DSD segment was fairly strong growing at 5.3%. DSD sales growth was driven by price mix with a slightly negative mix shift and minimal volume increases. Pricing did contribute across all channels in the DSD segment. Sales in the Warehouse group were flat. Increases in pricing mix were offset by volume declines. Overall, volume declines and Warehouse cake offset volume increases we saw in food service channel. Earnings per share in the quarter were flat compared with the third quarter last year at $0.23 per share. However, operating income in the quarter was up $1 million or 2.2% over last year’s third quarter. Excluding approximately $700,000 of cost associated with Tasty integration during the quarter, our operating income was up 3.7% over last year. Operating income in DSD which is where Tasty baking is reported, grew by 12.8% excluding the Tasty one-time charge. While the Warehouse operating income did decline significantly, primarily the result of higher input costs of lower volumes. Our consolidated gross margin in the quarter was down 120-basis points to 45.9%. This decline in margin was primarily the result of higher input costs specifically ingredients and packaging. Excluding the impact of the Tasty acquisition, ingredients, packaging and natural gas, which we defined as input cost, were up approximately 9.9% quarter-over-quarter. We saw significant increases in flour, sweeteners, shortenings, cocoa and packaging. Year-to-date input costs excluding Tasty were up 3.3% and in the quarter Tasty impacted the consolidated gross margins by about 30-basis points. Our DSD margin in the quarter was down 150-basis points to 50.5% with Tasty impacting that margin by approximately 90-basis points. In the warehouse gross margins were down significantly 320-basis points to 24.7%. Year-to-date, our gross margins were down approximately 30-basis points to 47.2%. And as we had told you earlier in the year, we are facing significant cost headwinds in the back half. Our full year forecast is still for gross margin to be down 75 to 100-basis points on an annual basis. EBITDA in the quarter increased to $71.3 million or 7.2% excluding the one-time charge over last year’s third quarter. However, as a percentage sales, we did see EBITDA decline to 10.6% if you exclude the one-time charge, compared to 11.1% last year’s third quarter. Selling, General and Administrative costs for the quarter as a percentage of sales declined 60-basis points to 35.4% compared to last year’s third quarter. The decline as a percentage of sales was due primarily to the higher sales. Overall, selling, general and administrative dollar increases were driven primarily by higher selling and distribution costs. And as I said earlier there was a $700,000 charge for severance at Tasty baking and that number is reported in our SG&A line. Net interest income in the quarter was down quarter-over-quarter and this is due primarily to higher interest expense as result of debt related to the Tasty acquisition. Tasty was neutral to the quarter from an earnings perspective if you exclude the one-time severance charge. And now turning to the balance sheet and cash flow. Just briefly commenting, cash flow from operations during the quarter did improve over the second quarter of this year. However, compared to last year, this quarter and year-to-date cash flow from operations was negatively impacted by hedge-margin and pension contributions. The pension contributions were primarily associated with the Tasty baking pension plan. Net debt in the quarter increased to approximately $339 million, up from the second quarter. However, our debt to EBITDA on a trailing 12-month basis did about 1.2 times, still giving us the financial flexibility to use our balance sheet as opportunities present themselves. During the quarter we spent $22 million on capital expenditures, approximately $20 million on dividends and $8.6 million through repurchase of approximately 460,000 of our common shares. This does bring our total share repurchase for the year to 1.5 million for $27 million. And that raised approximately 7.2 million shares available for repurchased under our current authorized share repurchase plan. Turning to the outlook for the remainder of 2011 and 2012. With just a few weeks to go before we end the year, we anticipate that 2011 sales will be within our current yard at the 7% to 11% including acquisitions. Sales in the direct store delivery segment remain robust and Tasty is meeting our expectations. From an earnings perspective, we currently are forecasting flat to up 5% excluding the one-time cost associated with the earlier plant closure and the Tasty acquisition. As we finished the year, fourth quarter input cost will be up the most quarter-over-quarter as compared to all other quarters this year. Though we have taken some pricing actions, gross margin as of there continues to be under pressure and is forecasted to be down on an annual basis. Taking these factors into consideration as well as volume trends to date, we believe we could end the year on the lower end of our guidance range. As we look ahead to 2012, we are confident in our ability to grow the top line in line with our long term revenue target of 5% to 10%. As I said our DSD segment remains strong and in 2012, Tasty is well in reach of the goals we have established to the acquisition. Allen will address in a moment the actions that we are taking to get our Warehouse business back on track. As you are aware we have historically provided preliminary annual EPS guidance on our third quarter call. However, taking into consideration of what we’ve from many of you in recent months and acknowledging the role of ingredients and our ability to drive results, today we are providing you with a preliminary 2012 cost outlook. As you know our strategy has been to hedge or buy on average six to nine months in advance of usage. And it’s no secret there has been tremendous volatility in the commodity markets. There can be price swings costs are trading at some of the highest averages in our history even with recent pull backs. By taking into consideration our current volume strategy and also recognizing that we encourage lower cost in the first half of 2011 as compared to trends we are witnessing in the back half of this year, we anticipate that we will face cost headwinds in the first half of 2012, making for some rather difficult year-over-year comparisons. Market volatility also has a degree of uncertainty to the back half of 2012 at this point. Therefore we believe it’s more prudent to continue to assert our coverage opportunity and also former data with our year end call in early February. Now having said that and looking at our coverage as we know of today, with estimates for any uncovered amounts, we are forecasting an annual interest in cost increase of 4% to 8% on an annual basis over 2011, with the focus on the first half as I indicated. Now, thank you and now Allen will update you on the overall operational performance.

Thank you, Steve, and good morning. In the third quarter consumers continue adjusting their shopping patterns as they continued to build financial pressure from a sluggish economy. As a result, volume in the Fresh bakery category both retail and food service remain solid as consumers focused on stretching their food dollars. Observing the category as a whole, we are seeing continued price increases as the impact of higher input costs is reflected and higher retail prices. During the quarter, IRI for the total US stays at 7.4% increase in average price across the fresh package bread category. In the IRI sales market, the category increased an average price of 6.8% or about $0.13 per unit. The Fresh bakery category continues to be relatively inelastic. However, there are markets will high levels of promotional activity where consumers tend to gravitate to temporary price reduction. For the total category, dollars were up 3.4% and units were down 3.7% based on IRI data for the total US. Store brand did show some growth in the quarter of 40-basis points in dollar share and 120-basis points in unit share. However, Store brand continues to be below share levels held in previous years. I am proud of our teams overall results given the difficult economy and the soft market conditions. IRI data confirms that our market share held steady. In the south market, our brand holds a 22.8% share of dollars and an 18.5% share of units. For the total US, Flower’s dollar branded share at 7.8% and unit shares 6.9%. As a reminder, IRI data only captures 49% of our retail branded bread sales and only 24% of our Flowers’ Food total sales. For the quarter, excluding Tasty, Flowers’ internal sales data shows our total sales were down 75-basis points in units, but up 420-basis points in dollars. These products continue to perform well representing a significant portion of our overall sales increase. We introduced several new products during the quarter such as the Nature's Own Cinnamon Raisin Thin-sliced Bagel, Nature's Own Whole Grain Sandwich Rolls, as well as Nature's Own Soft Oatmeal Specialty bread. We are committed to continuing to develop products that meet consumer’s diverse needs and consumer expectations. Let’s move now to the food service category which has definitely been impacted by the sluggish economy as consumers look for ways to stretch their food dollars. In this difficult environment, our total food service sales were up 3.9% in dollars quarter-over-quarter. Our team has done a good job gaining new food service customers in the core and expansion markets. Food service is an important segment of our business. About 28% of our total sales. Our strategy is to offer food service customers the option of frozen Warehouse delivery or fresh direct store delivery by distributors is a meaningful point of difference which will help us to continue growing our food service business over the long term. Looking more closely at our two operating segments. DSD performed well with strong top line growth at 16.3% with Tasty contributing 11% of that number. Our Nature’s Own brand continues to shed a solid growth. As a number one single bread brand in the US based on volume, we estimate Nature’s Own fiscal 2011 retail sales at $940 million, up 5.9%. Our regional brands primarily on the white bread category, continued to show volume declines commensurate with category declines for white bread. Our regional brands such as Sunbeam and Bunny are very important to our company and with the added focus of what we are pricing on this product class, I am very confident that we will see improved results soon. Also in DSD, our new markets are performing well. Excluding Tasty, new markets contributed 1% of our third quarter DSD sales increase and growth from our new markets was in line with our goal of 0.5% to 1%. This half quarter, we saw further improvement in new markets such as Southern California, St. Louis, and Cincinnati. George mentioned that our integration of Tasty baking is going well. Since our acquisition in May, the integration team has done a wonderful job in bringing Tasty into the Flowers’ family. Our integration plans are ahead of schedule and our efforts to capture synergies and up or better than our estimates. With much of the integration work behind us, we are leveraging the sales opportunity Tasty brands to Flowers. We have added Tastykake to about 2,200 Flowers’ independent distributor territories which brings additional production volume to Tasty’s bakery’s as well as incremental sales volumes to our independent distributors. The Tastykake brand is now available throughout our distributor network with the exception of our western markets which is scheduled for 2012. We anticipate by the end of 2012, Tastykake will be distributed on over 3500 Flowers’ and Tastykake distributor routes, providing sales growth and filing available production capacity. We are confident that as we build and expand the distribution of the Tastykake brand, that we will continue to exceed our expectations, helping us to gain our share of the $4.3 billion fresh cake category. We are also making progress our plans to introduce Nature’s Own and other great products into Tasty’s core DSD markets. As we’ve mentioned before, we plan to leverage Tasty’s excellent relationship with key trade customers as we introduce our Nature’s Own brand to millions of new consumers of the North East. As we increase sales, we will need additional bread and bun capacity to effectively serve those markets and we are currently evaluating our manufacturing alternatives. Turning now to our Warehouse segment, I remind you that this segment is approximately 20% of our business. Sales in our Warehouse segment were flat quarter-over-quarter. We anticipated volume growth from Store brand cake that we mentioned last quarter, did not occur within the quarter. However, we are now receiving the initial orders for this new business, and the incremental volume will materialize in the later part of quarter four. Our team is highly focused on improving our results in our Warehouse group. We anticipate improved growth in our top line results with new business comes on board with existing and with new customers. We are also implementing additional price increases that are needed to offset significant cost increases in our warehouse business. The majority of our pricing will be in effect this quarter with more pricing to come in early 2012. Before turning the call back to George, let me take a moment to address pricing in general. As a practice before we raised prices, we looked first at reducing or eliminating costs from our business. But despite those cost savings and efficiency gains, our commodity ingredients and other input costs have continued to apply pressure on our margins. As a result, we currently have additional pricing going in during the fourth quarter in both our DSD and Warehouse segments. As we move further into 2012, our plans are to take additional pricing if necessary. In summary, our position in the marketplace remains solid. We are executing on our plan to expand our Tasty brand across our DSD network. And we are moving forward with plans to introduce our Nature’s Own brand into Tasty’s core markets in the North East. We continue to develop and introduce new product that contribute to our total sales growth and we are encouraged by our progress in new markets. Thank you for your attention, and I will now turn the call back over to George.

Thank you Allen and Steve, for the update. While I knowledge that this year has been challenging, you need to know that I have never been more optimistic about the future. Looking back, you will remember that we, along many others predicted that consolidation would happen in the baking industry. This chart gives a time-line to show an evidence of the ongoing consolidation. In 2000, there were eight major baking companies. In 2005, they were six major players. As we end 2011, there are now four major companies along with the smaller number of regional companies focused on the fresh baked food category. I am pleased to state that Flowers’ food is a strong number two player in this important category. Our brands are well known and growing in our core markets in the South and South West and we continue to expand our reach in the new markets through expansion and acquisitions. Back to the industry as a whole. The players that will remain in this fresh baked food category will be focused on innovation, productivity, research and development. That will very good for the industry and for the category. The bake food industry needs investments in all the various key parts with the needs of customers and consumers. As I told you before, the fresh food category is important to retailers. Is among highest categories in terms of volume terms and profitability. That also means that consumers view our products are viable in meeting their needs. With investments to be made to improve our products, develop new items, improve quality and efficiency, the industry will grow and even more relevant to customers and consumers. As we stated in the past, our team is focused on all growth opportunities in keeping with all our three prone growth strategy. First, we are keenly attuned to possible acquisitions. Mergers and acquisitions have been important throughout Flowers’ history, that continues today with careful consider all possible acquisitions from all avenues. Both on acquisition of independent bakers. Assets relatable from the combination of major players and everything else that is out there. At the same time, we continue to focus on growth in our core market as well as expanding in our DSD footprint are stretching to adjacent markets. Steve gave you our guidance for 2011 as well as outlook for 2012. Our team has confidence in those numbers. As I mentioned earlier, I have never been more optimistic about the future. The possibilities are great as industry consolidation continues with the resulting M&A activity and we continue to execute our growth strategies. Expanding our geographic, food brand offer great quality products and leverages in our dedicated team and outstanding independent conservative partners. We believe Flowers’ growth should outperform the industry as we were to take advantage of those. As in any business, every quarter and every year may not be 100% predictable. However, we are confident that our team will achieve our goals over the long term. We told in March that our five-year plan is for our sales growth of 5% to 10% each year. With 3% to 5% from organic growth and 2% to 5% from acquisitions. Our compounded sales growth for the past five years has been 8.36%. Our goal for EBITDA margin is 11% to 13%. Compounded EBITDA growth for the past five years has been almost 13% and over the years our EBITDA margin increased 9.7% to 11.3% in 2010. Which EBITDA EPS to grow by double-digits. Our compounded growth in the EPS for the past five years has been 17.7%. Our long term goal for our return on invested capital is 13% to 15% return. Over the five years, our return on invested capital improved from 12% to 14.4% in 2010. So based on our past performance and future expectations, we believe we will continue to deliver very good shareholder value to our shareholders. Melissa, now we will open to call to questions.

Question-and-answer session. (Operator instructions). Our first question comes from the line of Farha Aslam with Stephens. Please proceed with your question. Eric Gottlieb – Stephens Inc.: Hi, this is Eric Gottlieb in for Farha. My first question has to do with expansion from 2011 to 2016. I'm wondering if there are any particular areas that you're focused on that map of yours? What comes first?

Oh, if I told you all our competition would know. Eric Gottlieb – Stephens Inc.: Got it. Fair enough.

Eric, I can go back and say that we do have our five-year plan out before us and we do know those areas and you can see what we’ve said which would give you some clues is we want to be where the people are. So that would be the main focus is getting to the population bases where there are a lot of population. So that will give us the fastest and quickest growth. Eric Gottlieb – Stephens Inc.: And valuations, I’m wondering if the Bimbo Sara Lee acquisition is holding up M&A activity as people wait for that to finally close. Are you seeing that?

: Eric Gottlieb – Stephens Inc.: Okay, well said. A couple of housekeeping items. I'm wondering, how much volume was shifted to the fourth quarter? Can you just talk about that?

At least I’ll talk about the warehouse cake from a volume of – I don't think we really quantified how much additional volume we have coming onboard. But it is a significant piece of business that we were looking for last quarter and there were some unavoidable delays and we're anxious to get that volume in house is this quarter. Eric Gottlieb – Stephens Inc.: Got it, okay. And from the 1% added in legacy markets, do you have a volume and price split on that? You said 1% that was added from core markets.

Eric, that was in our expanded market. Eric Gottlieb – Stephens Inc.: Oh sorry. Okay. Forget the 1%, but in the legacy markets I'm wondering how much, if there was a different split on volume and price in overall company?

I think a majority of that would have been volume, Eric. I'm not sure I understand 100% what you're just asking. Eric Gottlieb – Stephens Inc.: I'm just wondering if the level of pricing in certain areas is more easily obtainable. That's what I'm trying to get at is that, if the south market is more price-driven than volume-driven versus the western markets, things like that. And then my last question is, I'm wondering the level of pricing you already took for the fourth quarter, if you can expand on that a little.

Eric, I'm not sure we're publishing an overall percentage of pricing that we've taken. But we have had across the board pricing on both our branded side and our non-branded side and it varies from one market to the next, and we anticipate having to take more pricing as we move into '12. Eric Gottlieb – Stephens Inc.: Got it. Understood. All right, I appreciate the color. Thanks a lot.

Thank you. Our next question comes from the line of Eric Katzman with Deutsche Bank. Please proceed with your question. Eric Katzman – Deutsche Bank: Morning everybody. Couple quick ones. I guess, Allen, you referred to the food service market as starting to show signs of improvement. I think last quarter we were bemoaning the fact that it was weak. What do you sense is the difference? Did you win a new account there or something?

Eric, I think, overall the food service category may be showing a slight improvement, but in general still relatively depressed over prior years. We were successful in picking up some new accounts that significantly moved the needle on our overall food service business, and most of that improvement was, or most of those new customers fell on the DSD side. Eric Katzman – Deutsche Bank: Okay. And then, Allen, I think you also talked about the regional brands as having some difficulty versus Nature's Own I guess in terms of the growth rate and that you intended to correct that White Bread weakness. What exactly do you intend to do because it seems to me those brands are kind of lost in the middle between the premium brands like Nature's Own and Private Label. So what is it exactly that will course correct those brands and get the consumer interested?

Eric, I don't think we're going to completely reverse the category trend on White Bread, but I do think that we can improve our internal trend and we're doing a lot different things, from focusing on improving quality, improving freshness in the marketplace. There are some markets we're having to re-look at pricing from a promotional pricing standpoint. And actually for the brand, we're looking at some additional items that are not White Bread but would be additional items would be introduced under those regional brands. So really it's a lot about focus and making sure that our distributors and our sales teams understand that this is a big part of our business and we're confident that we're going to be able to move the needle in a positive way. Eric Katzman – Deutsche Bank: Okay. And then just last one. George, I guess on pricing, it feels like I ask this question every three to six months, but so you moved ahead on pricing recently. Are you first in the market to do that? Have others followed or does it – even with the consolidation, does it continue to be a pretty promotional environment? And I'll pass it on, thanks.

Hi, Eric. Obviously as costs continue to rise, we're trying to do everything we can to maintain margins. So most of the time we are first in our core markets and we believe we do take leadership position. We have seen other improved pricing come from marketplace. As Allen talked about, overall prices was up in the United States and as well as the south. So we continue to be a leader in our core markets and over time we just have to see how it plays out. Eric Katzman – Deutsche Bank: Thank you.

Thank you. Our next question comes from the line of Mitch Pinheiro with Janney Montgomery Scott. Please proceed with your question.

Thanks. This is actually Brian in for Mitch this morning. Good morning everyone. So most of the questions have been answered here, but one thing we wanted to touch on was – so we know about the increased penetration on the west coast and in the Midwest and here in Philadelphia we're seeing some product on the shelves, and the data available to us, we're seeing triple digit growth in the northeast, obviously, albeit on a small base. But given at this point in time where you're shipping from some of your expansion markets, can you talk about how diluted these new markets are sort of in the very near term and right now and how you see that evolving going forward? - Janney Montgomery Scott: Thanks. This is actually Brian in for Mitch this morning. Good morning everyone. So most of the questions have been answered here, but one thing we wanted to touch on was – so we know about the increased penetration on the west coast and in the Midwest and here in Philadelphia we're seeing some product on the shelves, and the data available to us, we're seeing triple digit growth in the northeast, obviously, albeit on a small base. But given at this point in time where you're shipping from some of your expansion markets, can you talk about how diluted these new markets are sort of in the very near term and right now and how you see that evolving going forward?

Brian, good question. I think as we continue to say that we will be serving these major Metropolitan markets, obviously and we've said that capacity is continuously pressed in some markets as we begin to go into those markets. So obviously you can see that what we have – I'm not going to say waiting on, but we've been patiently looking at how the acquisitions do pan out that helps that and acquisitions lead to help that or we will continue to build new capacity to meet that need. We will continue to press into those big markets that we've discussed and likely to be a few acquisitions and/or we'll be adding new capacity. Brian - Janney Montgomery Scott: Okay, great. That's all I had guys. I'll jump back in the queue. Thank you.

Our next question comes from the line of Heather Jones with BB&T Capital Markets. Please proceed with your question. Heather Jones – BB&T Capital Markets: Good morning. Did I understand you correctly when you said that you’re taking price for Q4 but you're going to need to take additional price in 2012?

Heather, what Allen said was we have had some pricing in the third and fourth quarter. I think the best way to say it, sometimes all of it doesn't happen at one time obviously, but within a certain period of time it all gets in, and you can continue to see, and Allen was I think very specific when he talked about our warehouse business, cocoa sugar, was certainly hard pressed through the year and continues to be tough, and we have just not been able to get all the pricing that we need to offset all of this commodities and that's where the focus that those particular areas in the warehouse will be more focused. We're not looking for a tremendous amount. There might be a particular market here that Allen has indicated that we'd be looking at retail, but in the main, I'll say the majority of what he's talking about would be in the warehouse segment. Heather Jones – BB&T Capital Markets: And so if I think about DSD, the pricing that you’re taking now, given your cost outlook, is it a fair assumption that the pricing you’re taking now barring some surprises and input cost in 2012 should cover DSD and that it’s more warehouse where you’re going to have to take incremental pricing?

Heather, the pricing, especially the branded pricing we've taken in DSD is very close to being adequate to take care of us as we go into the New Year. The focus on pricing is really on all the non-branded classes, and that's something that we've been working on the entire year, and we need to get more pricing in our non-branded classes and that's really the focus as we go into '12. Heather Jones – BB&T Capital Markets: Okay. And you had mentioned earlier that price elasticity is fairly stable. Given – and I understand that Private Label is not as strong as it was, say, five years ago, but it has begun to grow. What you're seeing at retail, does it looks like price elasticity has increased somewhat since relative to five-year ago? And just wondering if you could talk about what you're seeing at retail that all of a sudden this year we're starting to see this growth in Private Label when it had been, even back in '08, '09 it had been stable, but now it's begun to grow. If you could give us a sense of what you're seeing.

Heather, again if you look at this past quarter, you're right. There is a slight uptick in the growth of Private Label share. As we have taken branded prices up or as the categories has taken branded prices up, Private Label retail prices have not moved at the same rate, and the gap between Private Label and brand has to narrow long-term. But again that is a immediate problem that's on our doorstep today, but long-term that is an issue for the industry that's got to be dealt with. Heather Jones – BB&T Capital Markets: Okay. And then my final question is on the consolidation side. If you look at that chart that you all put up, Bimbo has clearly been the big consolidator. And so my question is, first of all do you think their – what is your view of their size? Do you think there’s a size that they are sort of limited to how much more of a consolidated they can be? And typically Flowers’ strategy has been to do smaller acquisitions. So I guess, if I'm looking at five years from now, I was wondering, do you think we'll see the same four big companies, but they will have done a bunch small bolt-ons, or if you could give us a sense of where the landscape is going to look in five years.

Sure. I mean, hard to predict. Heather, I'll start out by saying I think we love our business model and the huge acquisitions we felt like for us did not meet the criteria that we wanted from a business model perspective and we were not looking for a big deal. What I would say though, that obviously most of very good companies, many, many times I think they're a tough competitor. I also think Flowers is a very tough competitor and I'm often asked, do you feel like you can compete in this arena and I always come back to say, since I've been with Flowers Foods, we have always been the small player or smaller player. Obviously we're the number two player which I'm thankful for and it's been rewarding to see that happen and to obviously get 75% of that market. We will continue to look at acquisition possibilities to grow that footprint and if it grows beyond that, wonderful. But that is our five-year plan and we feel like we'll be serving those markets and hopefully will be through some acquisitions. We feel like that today is the best avenue to go. Heather Jones – BB&T Capital Markets: Okay. Thank you very much.

And I'll follow back up then on will there be four left in the major categories. There’s all kinds of predictions out there and I wouldn't want to say it would be three or five and I don't see five. I see four, could be possible three, but nobody knows. Heather Jones – BB&T Capital Markets: Okay. All right, thanks.

Thank you. Our next question comes from the line of Tim Ramey with D.A. Davidson. Please proceed with your question. Tim Ramey – D.A. Davidson & Company: Good morning. Thanks. George, in the core Tastykake markets I think you mentioned the volume was good or in line with expectations. Can you tell us what volume did in their core markets?

Yes. Volume, they had a good quarter, Tim. Volume was up. I don't remember the exact volume, but their back to school program is always very good, which obviously fell in the quarter and I'd like to say their sales and volume obviously had some pricing in there, but overall they had a very good quarter. Tim Ramey – D.A. Davidson & Company: Okay. And one metric that you’ve frequently given us in the past – I didn't see it in this release was volume contributable to new markets. Maybe I missed it, but do you have a sense of what that might have been in the quarter?

Tim, we did. Allen stated it, and I'll repeat it. Tim Ramey – D.A. Davidson & Company: I'm sorry.

It was 1% in new markets. Tim Ramey – D.A. Davidson & Company: 1%. Thank you.

It was a little above what it has been recently Tim Ramey – D.A. Davidson & Company: All right. And just on your long-term guidance, slide 39 shows a very commendable five-year kegger of EPS at 17.7, but just while we were chatting, I calculated three years at 6.8%. That’s through the end of this year and it doesn't sound like next year's likely to be double digit. How did you feel about the long-term guidance? Is this just a rough patch related to the economy or has something changed in the long-term growth picture for Flowers?

Tim, that's a great question. Thank you for asking it. That's why – I'm going to say it two ways. That's why we look at a five-year chart rather than a two or three. We've always said, that's why we like to set five-year targets every five years so that we know what we're looking at over the five years and I said a quarter or a year sometimes is unpredictable. It's not predictable. But I do believe over time Flowers has a great business model and if you look back over the past two, specifically two years, I would say that we all know that the volatility of the commodities has been the worst in the history that I know about and input cost has been the main issue of – which, when you have volatility in the commodities, you have swings, you try and keep the margins so they’re always working on pricing and volume and that input cost, and it has been a very difficult environment. But that doesn't destroy our value and it does not destroy our long-term capabilities. And as I look out over time, that's why I'm so confident our past history to me continues to prove that the five-year outlook is very, very positive. And will next year be up? Probably will. I still feel very good about – and we'll be talking more about the outlook in February, but I feel good about next year and certainly the years beyond as consolidation happens and sooner or later you would think the volatility will ease up some of these commodities. Obviously not just Flowers Foods but everybody in the food industry has seen tremendous volatility and it looks like things are beginning to level out some and we just have to see how that plays out next year and the years beyond. But I think hopefully more players will come as things begin to level out. Tim Ramey – D.A. Davidson & Company: Thanks so much.

Our next question comes from the line of Bill Chappell with SunTrust Robinson Humphrey. Please proceed with your question. Bill Chappell – SunTrust Robinson Humphrey: Good morning. Just a bigger picture from competitive landscape. trying to see if you've seen anything different from IBC or the old Sara Lee in terms of promotional or pricing or whatever just in the past few months before things started to change for their financial situation or in the past, in the most recent few weeks since the Bimbo transactions closed and IBC is kind of going back and looking at strategic alternatives. Have you seen anything there and as you look to next year, are we starting to turn the corner in terms of getting back to more rational environments?

Bill, this is Allen. Just to comment on I guess the competitor situation regarding pricing. I would say that if you look at this past quarter, we are seeing a upward tick from a competitive standpoint on retail pricing. We see it in the marketplace. Most of that has been taking place on the branded side and I said earlier, our focus is on the non-branded side and we'll be moving with additional pricing there. So from an overall competitive standpoint, there may be a little bit of an uptick we see in the retail market, but not much change other than that. Bill Chappell – SunTrust Robinson Humphrey: And looking forward, do you think these changes with those two competitors – are you starting to see light at the end of the tunnel?

Bill, I would say from a trade customer standpoint, they understand the consolidation that is happening in the marketplace, and I would say that from a trade standpoint, our relationships have never been stronger, and hopefully when there's a jump ball that would give an opportunity for our company, that Flowers would continue to come down with the jump ball from our trade customers based on our good service and relationship. So I would say there is some awareness of consolidation taking place by the trade and I hope that we'll benefit from that in the long-term. Bill Chappell – SunTrust Robinson Humphrey: Okay. And then just one other – I understand kind of back to Tim's comments that the past three years have been part of the very volatile years on the commodity front. But with the assumption that commodity volatility is here to stay, is there anything you're looking to doing to try to – and I know you already hedge a fair amount out, but to change that, to try to take some of the volatility out of the market or is there anything you can do to try to smooth the numbers over the long-term? Allen Shiver: Bill, I would say that our strategy has been six to nine months for many, many seasons and years. I would say that it’s still through. I would say over the long, long pull that has worked, but as we are keenly aware, though, if it volatility does persist, that strategies will have to change probably. Our tweaked are looked at more closely. We said on last quarter's call that we were beginning to be more cautious and I still use that word cautious until we start to get a better handle on the long-term activities in this volatility. If it's not good for any of us – and we, because of that change, just because we had a long-term strategy, sometimes you have to change the long-term strategy in this regard. So we are monitoring that very closely and we'll keep you aware of any changes that we decide might change that long-term strategy. Bill Chappell – SunTrust Robinson Humphrey: Okay. Thank you.

Thank you. Our next question comes from the line of Ann Gurkin with Davenport. Please proceed with your question. Ann Gurkin – Davenport: Good morning. I wanted to ask about the warehouse segment and the volume decline. Is it mostly due to the timing of the additional customer business or is there something else in that number?

Ann, that is a big part of it. We had anticipated the additional volume as I said coming on board last quarter, and that's a big piece our warehouse snack cake business, the additional volume. It’s finally coming on board now. And then I would say that in some pieces of our warehouse food service business, that business has not been as strong as we would like to see it. So our team understands the situation. We're focused on what we need to do to turn that business around and that's what we're going to do. Ann Gurkin – Davenport: Okay. And then on Tasty baking or Tastykake, can you comment on capacity for production to meet additional market rollouts? And also could you talk about the reception by retailers to add Tastykake to their stores?

Ann, first of all from capacity standpoint, we do not have overall capacity restrictions on Tastykake at this time, which is a good thing. From an overall reception in the marketplace, our independent distributors are excited about having a brand like Tastykake and having some very unique items that they can add into their product line. From a trade customer standpoint, many of our trade customers are aware of the brand loyalty of the Tasty brand in the northeast. So authorization into the supermarket and other channels, we've been very successful there getting additional space and position through the trade and it's all about – from a sales standpoint it's all about excitement, and we have never had a, in my opinion, a real strong brand in the cake segment and now we do and it really completes our brand portfolio and the team's excited and we're looking for big things. Ann Gurkin – Davenport: Great. And then in your 2012 sales forecast, can you break that out, or can you comment on the contribution from the Tastykake business?

Ann, back when we made the acquisition we said Tasty sales would be roughly on annualized basis. 220 roughly to 230. So they're going to be well within that range. Ann Gurkin – Davenport: That's great. Thank you very much.

Our next question comes from the line Amit Sharma with BMO Capital Markets. Please proceed with your question. Amit Sharma – BMO Capital Markets: Hi, good morning everyone. Just a follow-up on Heather's question earlier about price elasticity and clearly you're seeing decent volumes. But are you afraid that we are reaching certain price points where you have greater price elasticity or a greater consumer shift from higher price branded to Private Label?

We’ve been in this bread business for 48 years now. We've seen a lot of different prices through the years. Allen indicated well. It's not the retail prices on brand that’s too high; it's really that Private Label bread is probably too cheap. But let me also say this, I also think in this environment that we're in, and I talked about the unemployment that's in our nation, I talked about, I think certainly affecting us. I think consumers are very cautious because they're not 100% confident at this point about their own job, their ability to continue to make house payments, car payments, etc and I believe more than I've seen in a long, long time , there's that awareness out there that people are stretching that dollar. I believe there's less waste than ever coming out of the pantries or out of the refrigerators or out of the freezers. So I think the time we're in and we've always been able to manage food in any circumstance and volumes aren't as strong as we think it should be. We just have to manage through that until the consumer gets comfortable again and we see those volumes pick up. But it is a concern. I would not play it down or play it up either one. I think we know that the marketplace is tough. Any major food company, retailer I hear and talk to has those same concerns. And so you're right, that concern is out there and all of us are trying to do the best we can to meet our targets and give the consumer the best value we can in doing that, and we'll continue to strive to do that. Amit Sharma – BMO Capital Markets: All right. And the fact that Private Label is too cheap, is it because manufacturers have not taken pricing yet or is that retail holding that pricing on Private Label?

Probably a combination of both. I would say, though in the main, that it seems like it takes longer for Private Label to get up as compared to branded proposition. But and I believe the retailers are keenly aware and trying to make sure they can give their consumers value when they come in the store, versus their competitors. I think they press their margins also, not only bread but probably throughout the stores. Amit Sharma – BMO Capital Markets: So does that come back to the manufacturer like you in terms of having to discount Private Label a little bit more?

No, we continue to work hard to make sure we pass along all our commodity costs to all our customers. Amit Sharma – BMO Capital Markets: And just not a follow-up but separately. The Bimbo transaction, one of the things that happened is that they have to diverse certain brands and routes and production facilities. Are any of those in the regions where you might be interested in taking over?

I'd say yes. If you look at our map that we said we want to get into, you will see some of the markets they are divested of, we do have interest in. And we'll work through those as these assets are finally in place, we'll be involved in the process. Amit Sharma – BMO Capital Markets: And to final, how long does that process take?

Amit Sharma – BMO Capital Markets: Okay. That's good enough. Thank you very much for taking the questions.

Thank you. Ladies and gentlemen, (operator instructions). We do have a follow-up from Eric Katzman with Deutsche Bank. Please proceed with your question. Eric Katzman – Deutsche Bank: Hey, thanks for the follow-up. Allen, I didn't understand your answer to a question earlier about whether there was more promotion in the marketplace. I think you said retail pricing had picked up. Did you mean promotion or pricing?

Eric, overall pricing has moved up. I will say that the overall level of promotional pricing is about the same. However, the promotional price points are slightly higher. So the market has actually moved up slightly on both everyday price and promotional price. But in terms of the frequency of promotions, that's about the same. It's just promoted at a slightly higher price. Eric Katzman – Deutsche Bank: Okay. So meaning there's somewhat less promotion in the market, but the frequency of it is like the same?

The frequency, the number of items being run on promotion is about the same, but the actual retail price of those promotional items is slightly higher.

The depth of the promotion.

The depth edge of the promotion is not as deep as what we've seen in the past. Eric Katzman – Deutsche Bank: Okay. Thanks, Marta. That helps. And then Steve, I just, I've got to understand something, the difference here. You don't number the slide, but it's on the one that has the balance sheet on it. It has here third quarter year-to-date 2011 debt borrowings of $208.4 million, but on your balance sheet or preliminary balance sheet in the press release it has $339 million,. So what's the right number?

338 is the balance. I think the 208 was probably what we’ve drawn on in the year. Eric Katzman – Deutsche Bank: Okay. So the actual amount of debt is the $338.

Yes, the $338 is the actual debt. Eric Katzman – Deutsche Bank: Okay. Well, we can talk offline on that one. Okay. Thank you.

And Eric, we'll number the slides. They're supposed to be numbered. I apologize. Thank you for correcting it. Eric Katzman – Deutsche Bank: Okay. No worries. Thanks.

Thank you. Mr. Deese, there are no further questions at this time. I would like to turn the floor back over to you for closing comments.

Thank you, Melissa, and thanks all of you for joining our call today. We're focused on our business to continue to drive shareholder value and over the next five years we will feel very optimistic about doing that and look forward to seeing you soon. Thank you so much

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.