Brookshires 85th Anniversary

ANN IVERSARY

A Shelby Report Special Section September 2013

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September 2013 ANN IVER SARY

Exceeding Standards:

Since 1928, Brookshire Grocery Co. Has Been Known for Service, Giving Back

Wood T. Brookshire founded Brookshire Grocery Co. Brookshire Grocery Co. has a rich history dating back to 1928, when Wood T. Brookshire opened a small, 25 x 100-ft. store in downtown Tyler, Texas.

In the beginning, Wood was in a partnership with five brothers operating under the “Brookshire Brothers” name. In 1939, the partnership dissolved and Wood became the sole owner of three stores in Tyler that serve as the cornerstone for today’s Brookshire Grocery Co. Wood founded the company with a foremost concern for the well being of others, and his dedication to his business and to his customers are characteristics that continue to influence the company

today.

In the early years, Brookshire’s made headlines by providing for the communities it served. The company had the distinction of operating the first air-conditioned grocery store in East Texas. It opened in Tyler in 1939.

As the company grew, more stores continued to open across East Texas, and Brookshire’s opened its first grocery warehouse in 1953.

Today the company operates three distribution facilities—two based in Tyler and one in Monroe, La.—with more than 2 million total s.f. and a company fleet of 72 tractors and more than 300 trailers.

Mrs. Louise Brookshire, wife of founder Wood Brookshire, with sons Bruce and Woody.

Through the years, the company continued to experience steady growth and expanded across state lines into Louisiana and Arkansas, bringing the service and quality of Brookshire Grocery Co. to more areas.

Today, Brookshire Grocery Co. has more than 150 stores operating in Texas, Louisiana and Arkansas, under three distinct brands: • Brookshire’s Food Stores— Full-service supermarkets featuring everything from specialty

departments to carryout service; • Super 1 Foods Stores—Upscale warehouse-style stores with lower operating costs passed on to customers; • FRESH by Brookshire’s—Full-

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service supermarket focused on providing specialty, organic and natural products, as well as traditional items and chef-prepared offerings.

Brookshire Grocery Co.’s internal manufacturing facilities include bakery, dairy, ice cream, yogurt, ice and water/drink plants, all located in the Tyler area, that produce a wide variety of awardwinning products like the popular Goldenbrook Farms Premium Ice Cream.

Brookshire Grocery Co. is committed to putting people first and providing the best for its customers and employees—approximately 14,000 people working together and referred to as “partners.”

The foundation that Wood T. Brookshire established is alive and well today as BGC is heavily involved in the communities where it operates. The company supports

Woody Brookshire more than 800 charitable organizations annually.

Brookshire Grocery Co. is often

recognized for exceeding industry standards, providing exceptional service and giving back to surrounding communities.

From left, S.W. “Woody” Brookshire, Bruce Brookshire and W.T. Brookshire (founder) in 1969.

Bruce Brookshire

The third generation of Brookshires includes Tim Brookshire, Mark Brookshire, Brad Brookshire and Britt Brookshire. They all currently serve on the board of directors. Brad is chairman of the board.

46 Brookshire Grocery Co. 85th Anniversary – A Shelby Report Special Section

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September 2013 ANN IVER SARY

Q&A with Brad Brookshire BGC’s Chairman of the Board Q. What are some of your first memories of Brookshire’s?

A. I remember going to store openings and to the old warehouse on Front Street. I used to go to the warehouse on Sundays with my dad, and we would always check out what kind of samples were stored in the buyer’s office. The warehouses were much different then.

Everything was hand-stacked.

They would bring product in on a rail car and unload it and stack it by hand, with cases stacked all the way to the ceiling. When I was in elementary school, my dad worked as a district man-

ager, and I would ride with him to visit stores. I would get a basket of onions and shuck them in the back while he visited with the stores. He always kept me busy. In fact, in the fourth grade, I worked in the afternoons bagging ice. That’s how bagged ice was sold then—you had to bag it in the back of the store. He paid me 2 cents a bag. I would make a few dollars and buy bubble gum and baseball cards. In high school, I started working in the warehouse. I learned how to play dominoes on our breaks, and I would come home covered in dirt. I even worked with Earl Campbell at one time.

Q: Did you ever consider a career outside of the grocery business?

A: I swore I would never be in the grocery business. I wanted to be in the sporting goods business, and my grandfather always encouraged us to do something else. I graduated from college, and since I loved sports, I worked as the manager of a sporting goods store in Tyler, but I just didn’t like it. On Sept.

1, 1977, I came to work for the company. I was getting married, and I was offered a better deal than what I had before. My wife and I moved to Monroe, La., where I did a training program and where Trent (my oldest son and SVP-division manager) was born. I stayed there almost three

“I believe 20, 30 or 40 years from now there’s still going to be a spot for us. It’s all about continuing to uphold our reputation, which is critical to the company’s longevity. It’s about making right decisions. Things come up and you have to do the right thing even if it hurts. I want to leave a company that we can be proud of, which I believe is achievable even for the fourth, fifth and sixth Brookshire generations.” years. I was a trainee, assistant manager and then a store manager in Monroe and we loved it.

I originally wanted to do something different, but gravity pulls you back.

Q: Who had the biggest influence on you?

The Coca-Cola Company is proud to be a supporting partner.

Congratulations on 85 years!

No artificial flavors, no added preservatives. Since 1886.

©2013 The Coca-Cola Company. “Coca-Cola,” “open happiness” and the Contour Bottle are registered trademarks of The Coca-Cola Company.

A: My father had the biggest influence on me. He was the best man in my wedding. He’s my hero. We used to have talks.

My dad taught me about characteristics—about how to be successful and surround yourself with good people. He was by far the biggest influence on me.

Unfortunately, he passed away at the age of 55. That’s a hole in my heart that will never heal, but that’s life. C.B. Hardin (former company president who retired in 1988) was a big influence on me also. He was a great negotiator and leader of the company.

Q: What do you remember about your grandfather, W.T. Brookshire?

A: My grandfather was a hardcharger, very aggressive and with two sons was motivated to expand the company. Although World War II was a tough economic time, he was able to open stores in Longview and other places. The company’s always been ultra-conservative, but when there are opportunities in a good town, we’ve taken them.

48 Brookshire Grocery Co. 85th Anniversary – A Shelby Report Special Section

Q: How has the company evolved over the past few years?

A: It’s gone from a family-run business to a professionally operated company. Before, there were four presidents, my brother, our two cousins and me—all Brookshires. In 2005, we named Marvin Massey as CEO and we have evolved from there. Over the past seven years we’ve had dramatic changes. It’s a different company than it was 10 years ago, but it is set up to survive. Decisions are based on facts, and we’re doing a lot of the right things in regard to technology and how aggressive we are, as far as building new stores and remodels. I feel like we’re ready for the future, regardless of the competition.

Q: After 85 years, BGC is still focused on customer service.

How does that reflect W.T. Brookshire’s values?

A: That’s what he was all about—taking care of the customer. It’s whatever the customer wants. He was the one who started that tradition. It’s our No. 1 priority, and it involves a lot of things. It’s key. It sets us apart, and it’s why we’re still around. We don’t have the biggest stores or the best buying power, but customer service is essential. If we had ignored the customer, there would not be a Brookshire Grocery Co. today.

Q: How are you involved in the community?

A: I’ve lived here the vast majority of my life, and my wife and I are heavily involved. I think Tyler is a great town, and I’m happy to do what I can.

Tyler is unique because there are so many people that give to the community, and we are proud to be a part of that. My wife serves as a trustee for Tyler Junior College and we support the United Way, the Rose Festival and are involved with Marvin United Methodist Church. I serve on several different boards, and even taught Sunday School to seventh graders for several years. Even though we live in Tyler, we are proud that the company is involved in all areas where we operate. It’s very important to know your community.

Q: What legacy do you hope to leave to your grandchildren?

A: There are very few companies that make it to the third generation, but we are in the fourth generation with Trent being so involved in the company. I hope to leave a company that’s vibrant, strong, community-involved and hopefully No. 1 in every market that we’re in.

It’s possible, but it’s not going to be easy. I believe 20, 30 or 40 years from now there’s still going to be a spot for us. It’s all about continuing to uphold our reputation, which is critical to the company’s longevity. It’s about making right decisions.

Things come up, and you have to do the right thing even if it hurts. I want to leave a company that we can be proud of, which I believe is achievable even for the fourth, fifth and sixth Brookshire generations. theshelbyreport.com

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From Africa with Love: Brookshire’s World of Wildlife Museum Opened in 1975 Brookshire’s World of Wildlife Museum and Country Store was established in 1975 by BGC founders Wood T. and Louise Brookshire, who loved the outdoors and wildlife.

The museum is a unique place for children to visit and see animals from all over the world. It’s also home to a replica 1920s grocery store, complete with antiques and cases filled with groceries from a different era.

W.T. and Louise Brookshire during one of their game hunts in the late 1960s

The museum features more than 450 animals from various regions of the world, taking guests on a journey of different areas of Africa and the Arctic. Approximately half of the museum’s wildlife collection was collected from the three African safaris W.T. and Louise went on during the 1960s and ’70s.

School children play on a restored 1952 La France fire truck in the playground. Bruce Brookshire purchased the fire truck and in 1991 donated it to the museum, which also features a replica 1920s grocery store.

Local families who accompanied the Brookshires on safaris also donated to the collection.

More than 50,000 visitors travel to the museum each year.

Admission to the wildlife museum as well as the country store, which is housed in the same facility, is free.

The ribbon is cut as Brookshire’s “World of Wildlife” museum opens in 1975.

50 Brookshire Grocery Co. 85th Anniversary – A Shelby Report Special Section

“The World of Wildlife Museum was created by our founders to be an educational facility,” said Rebecca Sanders, director of public relations. “We continue to offer the museum as a free service to the community because it was their vision for a place where children could come to learn and have fun.”

Museum guests Carson (wearing red hat) and Jadin enjoy a display.

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Congratula tulations tions Br Brooksh Brookshir ookshir hire’s

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Giving Back:

Serving the Community is a BGC Tradition

Since 2010, some 195 World War II veterans have taken Heroes Flights, a program that escorts them to Washington, D.C., to see the WWII memorial that stands in their honor. The flights are fully funded by Brookshire Grocery Co.

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2013 September ANNIVERSARY

Since summer 2009, BGC employees have volunteered more than 80,000 hours in their communities Brookshire Grocery Co. (BGC) founder W.T. Brookshire believed in giving back to his communities—a tradition that continues to run deep within the organization.

Today, BGC gives back to approximately 800-plus non-profit organizations per year, with a philanthropic focus primarily on children, civic and community efforts.

In addition to corporate donations and sponsorships, BGC employees often volunteer in their communities, with store and department teams organizing at least one volunteer activity per quarter.

Teams choose which organizations to assist. Activities include assisting Habitat for Humanity, food banks, the United Way, Special Olympics, Susan G. Komen Race for the Cure, Coats for Kids, Relay for Life, the Muscular Dystrophy Association, homeless shelters, animal shelters and others. Since summer 2009, BGC employees have volunteered more than 80,000 hours in their communities.

BGC Receives Junior Achievement Award Junior Achievement of Tyler inducted BGC into its Business Hall of Fame in early 2013.

without BGC’s Heroes Flights program.

Trip highlights include the World War II Memorial and a tour of the U.S. Capitol led by Congressman Louie Gohmert, along with stops at various landmarks, including the Vietnam, Lincoln, Navy and Air Force memorials, and the Changing of the Guard ceremony at Arlington National Cemetery.

“Induction in our Business Hall of Fame is the highest honor Junior Achievement can bestow on an organization,” said Jim Guay, executive director of Junior Achievement, noting that BGC was selected in part because of its community involvement and industry excellence.

BGC has been a supporter of Junior Achievement for 25 years, providing partner volunteers and financial contributions including a recent $20,000 donation for the organization’s efforts in the Tyler area.

Brad Brookshire, chairman of the board; Carolyn Hutson, EVP-CFO; Rick Rayford, president and CEO.

u t l a a r t g i o n ns o c

BGC also makes charitable contributions to several food banks in its market area. Since beginning the “I CAN wear jeans on Friday” initiative, which began in 2009, BGC’s corporate office employees have donated approximately 500 pounds of food each week to the East Texas Food Bank.

Over the past few years, BGC has partnered with Smithfield Foods to donate more than 100,000 pounds of food to food banks in Tyler, Texas, and Shreveport, La., through the Helping Hungry Homes Tour.

Working closely with numerous service groups and non-profit organizations, the company sponsors the annual Spirit of Christmas Food Drive. Through the generous contributions of customers and additional donations from the company, approximately 14,000 families receive food for a week each year.

BGC’s largest community involvement effort is the World War II Heroes Flights, a program that escorts WWII veterans to Washington, D.C. to see the WWII memorial that stands in their honor. Since 2010, some 195 veterans have participated in the trip, which is fully funded by BGC. The program began as a way for the company to honor local World War II veterans for their service and sacrifices. Most of the veterans have never seen the memorial, which was constructed in 2004.

Now in their 80s and 90s, many would never have the opportunity theshelbyreport.com

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Giving Back: Brookshire’s Benefit Golf Tournament Known for Good Cause For 25 years, the Brookshire’s Benefit Golf Tournament has united company leaders, vendorpartners and business associates to help raise money for charities and programs benefiting children.

The 2013 tournament raised $400,000 for more than 50 children’s charities, including March of Dimes, Children’s Miracle Network, Champions for Children, Boys and Girls Clubs, Children’s Village, Children’s Advocacy Centers and more.

“This tournament is one of our largest donation efforts, and allows

us to partner with our vendors and other business associates each year in support of a very worthy cause—helping children and their families,” said BGC President and CEO Rick Rayford. “This year’s record-breaking donation of $400,000 further proves our company’s and our vendor-partners’ commitment to serving those in need in our communities.”

Since its inception, the Brookshire’s Benefit Golf Tournament has raised more than $3 million for nonprofit organizations in areas where BGC operates stores.

Ingelise Ezell and Kimberly Brown from the Children’s Advocacy Center of Smith County; Mary Ann Girard of Champions for Children; BGC President and CEO Rick Rayford with his daughter Amanda Morris, and grandson Ryan; Carolina, Daniela, Joe and Luca Guzzetta; and Robin Rowan with Children’s Miracle Network.

Mission Statement To provide a great food and shopping experience.

Our Vision At the heart of everything we do at Brookshire Grocery Co. is honesty, integrity and ethical business principles. We always strive to be transparent with our employee/partners, suppliers and customers.

Our Commitments Giving Back: We are proud of our reputation for great service, generosity and involvement with communities. Each year, we donate millions of dollars and millions of pounds of product to charitable service organizations. Our employee/partners are actively involved in the communities where they serve, and we make it a top priority to not only help those in need, but to build solid relationships with those in our communities. Our corporate giving program supports more than 800 non-profit organizations annually.

Improving the Environment: We are also extremely aware of the impact our business has on the environment. We continually look for ways to improve sustainability. Our new concept store, FRESH

by Brookshire’s, has been certified by LEED (Leadership in Energy and Environmental Design), a nationally recognized standard for high performance green buildings.

Diversity and Inclusion: At BGC, we value all perspectives and know a diverse work force increases our ability to interact and engage with our customers. We welcome global perspectives and strive to empower our partners with the right tools needed for their success. We believe that our differences make us each unique, and we know these traits are valuable in connecting with and providing the right foods and products for our consumers. Our company promotes a positive work environment in which everyone—partners, suppliers and customers—are treated with equality and respect. We understand and recognize what different talents bring to the table—and that these diversities make us better.

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Q&A with Rick Rayford Brookshire Grocery Co. President and CEO Q: How did you get your start in the grocery industry?

A: I began working for Brookshire’s when I was a kid, in the warehouse and in the stores. I was only 16 years old and still in high school. I worked every summer, and between football and baseball season. I didn’t have my own car, so I rode to work with my mom, who was a receptionist in the main office. I enjoyed my work and eventually had the opportunity to get on the scholarship program. I was able to attain my education and began getting challenges that I really liked. I had the opportunity to move up, and I knew that the grocery industry was very challenging and rewarding. This is the only fulltime job I’ve ever had. When I worked in the stores, I was a sacker and a clerk. I did all sorts of things. Before I was old enough to work in the warehouse, I worked outside at the warehouse on the grounds picking up trash and mowing.

Q: What made you want to work in the warehouse instead of a store?

A: It was where I started, and I enjoyed the work and the people I worked with. As I gained more responsibility, I began to see how our work made the company successful. It was always motivating when I had a new challenge. I tried to do my very best, and I liked working with the team and encouraging them to do better than they had ever done.

Q: What are some of your early memories with the company?

A: Brookshire’s has always had great leaders throughout the company, and I think one of the major influences of my life was the leadership of the company and the people I had the privilege of being associated with. It was always interesting to see the family involved in the business. Back then, 40 years ago, I saw W.T. Brookshire, our founder, really

engaged in this business, as well as his two sons who we saw on a frequent basis. The third generation was inspiring to all of us.

They made us feel like we were part of the family. Some of the great people I had a chance to work with inspired me to stay with the company and see if there were opportunities to advance.

W.T. was a dynamic leader and someone who all of us had great respect for. His sons Bruce and Woody were wonderful people and great leaders. They taught many of us in this business a great deal.

Q: What does BGC do best?

A: Our No. 1 focus is on people—both our customers and our employees. I think it’s important that we consider our employees our most valuable asset. I believe we do that very well and we will continue to do so. We do other things very well, too. Our store operations are outstanding. Our

people are outstanding—whether you go from distribution to manufacturing to facility services to our store operations and our office—we have professional people winning lots of awards.

It’s very gratifying and satisfying to see the success of our people.

Q: Why is education so important to you?

A: Statistics reveal that people with an education have a greater earning potential than those without an education. We want to offer our people a chance to be successful, and provide opportunities that many of us who have been here for many years have had. It starts with education. You have to prepare yourself for the future.

I became involved with the Western Association of Food Chains (WAFC) several years ago, and through that involve-

We are Nature’s Baker.

Congratulations on your 85th Anniversary

ment I saw that companies who were educating their employees were gaining a tremendous advantage because of the education aspect, specifically the Retail Management Certificate. Being able to provide that program for all of our employees is a really big accomplishment because it gives our people a chance to go back to school, get an education and enhance their career opportunities.

It simply makes us better.

I think that education is important for people who want to get ahead. I think a college degree, at minimum, is necessary and postgraduate education is a bonus. It’s important and everybody can do it.

Also, there are a lot of opportunities for financial assistance.

Money shouldn’t be a deterrent to getting an education—you just have to be committed. The Retail Management Certificate helps employees do their job better than ever. We’ve seen so many success stories already. In a short period of time, people who have been with our company 20-plus years or more are going back to school for the first time and being successful. They aren’t just stopping at an associate’s degree or the certificate, but they are moving forward and completing their four-year degrees. These people will be more successful personally, and will bring so much success to our company. It’s a win-win for everyone.

Q: What is your vision for the future?

A: First of all, we have to thank all the people who have made BGC great for the past 85 years.

It’s our responsibility to build a foundation for the future success of this company so we can celebrate 100 years, 150 years and so on.

CONGRA CO ONG ONG NGR GR RA AT TU TULA ULA LATIO T TI TIONS! ION IONS NS S!

Congratulations Brookshire, on 85 years of business.

Fresh ExpressÂŽ thanks you for your support.

Š 2013 Fresh Express Incorporated

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Reaching for More:

Brookshire Grocery Co. Makes Higher Education a Reality One of Brookshire Grocery Co.’s longest standing principles has been to value its people, and that doesn’t stop when they clock out. In fact, the company is helping them achieve more outside of work than ever before.

In 2012, the company partnered with the WAFC and Tyler Junior College (TJC) to offer the Retail Management Certificate to employees as an opportunity to learn more by taking classes specific to the retail industry.

Over the past two years, BGC has focused on promoting educational opportunities for all employees. It began with President and CEO Rick Rayford’s involvement in the Western Association of Food Chains (WAFC), where he serves as member of the board of directors.

Some 120 employees took courses between fall 2012 and spring 2013, and BGC experienced the largest inaugural class the association has ever seen.

Employees of all career levels, backgrounds and locations have participated.

In addition to the Retail Management Certificate, BGC wants upper-level leaders who may already have a college degree to learn more about the industry.

Andy Newberry, VP of category management analytics, as well as Trent Brookshire, SVP/division manager, have both completed the 12-week-long Food Industry Management (FIM) Program at the University of Southern California. Britt Brookshire, a third-generation Brookshire family member and a member of BGC’s board of directors, has also

“I am extremely excited to be a part of this program. I began my career with Brookshire’s at the age of 16 and, after a year of college, had the opportunity to take an assistant manager position and didn’t finish my degree. After taking the first two classes, I feel extremely blessed to have the opportunity to further my education, which is something I have wanted to do for a long time. The classes are very beneficial and the material would have been very foreign without the retail experience with the company. The classes are very well structured, and I have experienced benefits by implementing what we are learning into my management. I am an avid ambassador of the program and sing its praises to all the employees I encounter. I know that as a company we will be better leaders for it.”

Trent Brookshire

completed the FIM program.

Trent, whose great-grandfather founded BGC, believes that education is something that will continue to grow.

“Our industry is changing and education is necessary now more than ever,” he said. “The Retail Management Certificate, specifi-

—Jimmy Decker, market/deli/bakery specialist and 17-year employee

cally, is an unprecedented opportunity for our company. You can see the desire to learn based on how many employees are enrolled in the program. I believe that education will be one of the pillars for our company’s future. We want to equip ourselves to not only survive, but to thrive in this industry.”

Andy Newberry excelled in the FIM program, and was named “Student of the Year” by his peers.

“The FIM program was a tremendous learning opportunity,” Newberry said. “The variance of personal and professional backgrounds in the class enabled us to better understand what makes different leaders and companies successful, and we learned how to apply those concepts to our own companies.”

MAKING IT BIGGER AND BETTER FOR OVER 85 YEARS AT BROOKSHIRE’S. Andy Newberry

BGC has had more than 10 employees attend the University of Southern California’s Food Industry Executive Program (FIEP), a shortened version of the FIM program that teaches participants the business tools needed to achieve high performance in the food industry.

That’s Wright ® Brand Bacon—serving up thick and hearty slices of big, meaty bacon for nearly a century.

We’re proud to be a partt of Brookshire’ We’re Brookshire’ss heritage and a delicious tradition to thousands of your customers.

Here’ Here’ss to many more birthdays together! © 2013 Tyson Tyson Foods, Inc. Wright and Bigger Better Bacon are trademarks and registered trademarks owned by Tyson Tyson Foods, Inc. or its subsidiaries.

58 Brookshire Grocery Co. 85th Anniversary – A Shelby Report Special Section

Devon Hawthorn, Angela Ables, Cindy Murphy, Rick Rayford, Brent Nelson and Joe Stephens at the USC Executive Program.

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Cindy Murphy, a 32-year employee and director of corporate systems, explained how the FIEP helped her learn more about the industry, enhancing her ability to lead her team and make business decisions.

“I was honored to attend FIEP. It was a focused week with topics relevant to retail grocery,” she said.

“This program broadens your strategic vision and provides an opportunity to learn about your leadership skills and management style.”

BGC also is working with the University of Texas at Tyler to provide a four-year degree that focuses specifically on a career in the retail food industry. The goal is to have employees who are in-

terested in pursuing careers in this industry complete the Retail Management Certificate, then transfer to UT-Tyler to complete a four-year degree.

are connected to BGC’s SAP system, allowing students to facilitate hands-on management and merchandising concepts in the learning process.

In 2011, BGC partnered with the University of Texas at Tyler to offer students a retail lab in the school’s College of Business and Technology. The systems in the lab

In addition to BGC’s partnership with the WAFC, TJC and UT-Tyler, the company provides more than $70,000 in scholarship funds to employees who are pursu-

ing college degrees.

“Furthering education in this ever-changing business is key to success,” President and CEO Rick Rayford said. “We will continue to look for ways to make educational opportunities available to our people.”

Shannon Rosenbalm, a data integrity specialist at BGC’s corporate office in Tyler, was recently named one of two national recipients of the Women Grocers of America’s 2013 Mary Macey Scholarship. The $1,500 scholarship, named for the WGA’s first president, is awarded to students who are seeking to further their education and plan to pursue a career in the privately owned or controlled sector of the grocery industry. Shannon, a seven-year employee, plans to receive her associate’s degree in business administration from Tyler Junior College in December and will begin earning her bachelor’s degree at the University of Texas at Tyler in January.

In 2011, BGC partnered with the University of Texas at Tyler to offer students a retail lab in the school’s College of Business and Technology.

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Leading the Way: Women’s Leadership Forum Promotes Development at BGC

The Women’s Leadership Forum was established in 2012 to support the development of women at BGC and increase their visibility in order to provide opportunities for career advancement.

There are approximately 175 members who range in various positions at both corporate and store-level, part-time and full-time, who gather several times a year to network with each other and BGC leadership, learn more about career development and hear guest speakers on everything from time management to character.

“Hiring, developing and retaining more women in leadership roles will help our company become stronger and more successful,” said BGC President and CEO Rick Rayford. “It just makes sense to have more people in leadership who reflect our customers.”

WLF members Nikki Lively, Lauren Whitus, Crystal Manganiello, Megan Riaz, Rachael Profili and Jennifer Dunn.

The crowd jumps to their feet for a “flash mob” during one of the WLF workshops.

WLF and steering committee members at a regional meeting in West Monroe, La.

Duncan Thompson TRANSPORTATION, LLC

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Staying Fresh:

Remodeled Brookshire’s Showcases Best of Both Worlds In February, BGC hosted a grand reopening of a Shreveport, La., Brookshire’s store that combines the unique elements of an upscale health food store with the low prices and basic grocery items of a traditional supermarket.

The 55,080-s.f. Brookshire’s Food Store underwent a 10month remodel, receiving significant upgrades that now establish the store as Shreveport’s premier supermarket.

A few new additions include a full-service taco bar, fresh fruit and juice bar, salad and soup bar, cheese station and gourmet olive bar.

The fresh fruit and juice bar has been one of the most popular additions to the store, with choices such as freshly-squeezed green juice—a combination of celery, cucumbers, spinach and parsley—as well as strawberry lemonade, orange juice, apple juice, grape juice and more.

Another exciting element of the store is a new health and wellness section that features items often found exclusively in specialty stores. In fact, this is the first Brookshire’s store to offer such an extensive wellness department, with not only an expanded line of

health and wellness items, but also a customized section for his and her products.

Other improvements include a new storefront, new check stands, all new flooring, new modernized décor, a new dining area, and a relocated and updated floral section.

“This store is truly unique and is one of the best remodels our company has ever completed,” said Rick Rayford, BGC president and CEO. “The opening of this store is a result of our efforts to provide the best shopping experience, which means expanding the number of products we offer and catering to the desires of our customers.

We believe this store represents the absolute best customers could ask for in a shopping experience, and we look forward to planning and designing similar stores in the future.”

The store also boasts an expanded sushi bar, a chef-prepared section where customers can select from a variety of entrees, appetizers and side dishes prepared daily by the store’s chefs, in addition to a service meat case that is second to none.

Another special highlight is the upgraded bakery department that now serves freshly made flour, whole-wheat and chipotle tortillas, in addition to a cake decorating station where customers can view in-progress cakes and other bakery creations.

The store has also added a new bulk section that offers items like granola, flour, nuts, rolled oats and quinoa, among others.

The most distinctive addition to the store is its expanded wine department, offering the most extensive selection in Shreveport. With LED lights and simulated wood flooring, this wine destination appeals to any taste or budget with more than 1,300 varieties from around the world.

62 Brookshire Grocery Co. 85th Anniversary – A Shelby Report Special Section

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Congratulations from your friends at Budweiser

To learn morre on industry co ollaboration for growth opportunities with Hillshire Brands, visit: www.HillshireBrands.com

©2013 The Hillshire Brands Company

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Value Added:

Super 1 Foods Reveals Brand New Look

Cash R Register egister S Services, ervices, IInc. nc. focuses on P Point oint of S Sale ale (POS) and information technology systems for gr ocers. Thr ough our C ustomer S upport Center grocers.

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BGC recently opened two new Super 1 Foods stores that bring a whole new feel to the company’s value brand. Super 1 Foods, located on Gentry Parkway in Tyler and another in Carencro, La., have opened within the last two years.

These stores focus on combining high-quality products and exceptional value.

The Gentry Parkway Super 1 Foods in Tyler opened in November. The state-of-the-art facility features a tortilleria that produces fresh flour and corn tortillas, a pharmacy with a drive-thru window and carousel-style check stands where cashiers now sack customer orders in addition to new equipment throughout.

A much larger bakery and a deli are featured, and more space and product selections are offered for Hispanic customers. The new store offers a location designated for “truckload sales,� and its “Wall of Values� is much larger than at the former store and includes frozen foods and dairy space. Additionally, an upgraded fuel center offers competitive prices on gasoline.

CONGRATULATIONS YOUR CONNECTION TO TEXAS, MEXICO & ALL GROWING AREAS IN THE U.S.!

s . TH s 3UITE " s -C!LLEN 48

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FRESH by Brookshire’s: Unlike Any Other Shopping Experience

ronmentally friendly structures in the area, and is the first grocery store in East Texas to be awarded Leadership in Energy and Environmental Design (LEED) certification by the U.S. Green Building Council. Every aspect of the store was planned with sustainability in mind—from recycling the timber cut at the building site to installing automatic lighting, refrigeration and other systems.

Jim Fancher, director of construction management for BGC; BGC President and CEO Rick Rayford; Tyler Mayor Barbara Bass; Fitzpatrick Architects Brandy Ziegler and Steve Fitzpatrick.

With positions like Freshologists and a weekly event coined Coffee Talk, only one word comes to mind—unique. That’s exactly what FRESH by Brookshire’s emulates.

FRESH, a new concept store for Brookshire Grocery Co., opened in March 2011, bringing exotic foods and chef-prepared meals to East Texas.

Focusing on fresh foods and overall health and wellness, the

55,000-s.f. establishment delivers on its mission of sharing the wonders of food by offering a shopping experience unlike anything in the area. FRESH provides a 60/40 product ratio, with 60 percent of the store’s offerings being traditional, everyday items, and the other 40 percent made up of specialty, organic and chef-prepared products.

Among its many attributes, FRESH is one of the most envi-

which was salvaged and used throughout the store’s floral department.

Today, at only two-and-a-half years old, FRESH continues to amaze and inspire with its fresh food, friendly staff and signature events. FRESH has become Tyler’s hot spot for entertainment and weekend festivities, with live music on the patio every Friday and Saturday night and events like

“Some Like it Hot,” where all things spicy are showcased with a variety of cooking demos for guests.

The biggest event of the year is the Taste of Texas Steak CookOff, where local teams compete to win the “Ace of Steaks” Championship belt and other great prizes. All proceeds from the steak cook-off benefit the East Texas Food Bank.

For FRESH, the difference is noticeable even before entering the store. Outside, large open green spaces exceed zoning requirements by 25 percent. Waterefficient landscaping and unique parking lot pavers allow natural water back into the ground.

One of the most noticeable features is a unique cistern, which serves as more than an architectural feature. It collects natural rainwater to provide irrigation for vegetation surrounding the store.

Inside, overhead sensory lighting adjusts with natural light from skylights to reduce energy use.

One symbolic feature, although not part of LEED certification, is the inclusion of brick from BGC’s first store in downtown Tyler,

FRESH by Brookshire’s offerings: • Chef-prepared foods with more than 80 fresh options • Sushi bar • reFRESH beverage and gelato bar • “2go”—a gourmet sandwich and authentic taco bar • “801 Grill”—FRESH’s outdoor dining experience for special events with seating for up to 200 people • Wide variety of local and organic produce • Several varieties of freshly squeezed fruit and vegetable juices • Fresh-baked artisan breads, desserts and pastries • Exotic flowers and plants • Domestic and international varieties of cheeses and cured meats • Premium market and seafood selections • An array of specialty, environmentally friendly, organic, gluten-free, healthy living and bulk items • Nearly 2,000 varieties of wine, with hundreds found only at FRESH • More than 400 American craft and import beers • Largest selection of glutenfree and non-alcoholic beers in East Texas

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Q&A with John D’Anna

SVP-Chief Information Officer Q: How has BGC evolved over the past 85 years in terms of technology?

A: Eighty-five years ago, technology had little to do with how our company operated, but today it plays a major role in keeping us successful. We have experienced a tremendous amount of growth in just the past 10 years. In 2006, we made the decision to convert to category management, a

business model that revolutionized our supply chain and helped us offer selections based on market-specific needs. Some of the most exciting news in 2008 was the successful transition to SAP IS Retail for category management, which further integrated the company’s software systems and allowed Brookshire Grocery Co. to be the first U.S. grocery retailer to operate with this progressive system. Over

the past couple of years we have implemented numerous projects on everything from how our stores schedule labor to a new way to facilitate internal training.

Q: How is BGC ahead of the curve when it comes to technology?

A: The main focus of our IT department is to collaborate with other areas of the company to make it as efficient as

possible through technology. We have one of the best IT teams in the industry.

We’re ahead in a lot of areas, but we also have opportunities to improve. It used to be all about maintaining what we had, but we are now looking ahead on how we can take the new technology that’s coming and implement it to make our company better.

Q: What are some future projects on the horizon for BGC? A: One of the major projects we’ll soon implement is perpetual inventory. This project will result in inventory visibility across our supply chain.

We’ll be able to know how much product is on the shelf at every store in real time.

Mobility is a big focus for us.

We’ll continue installing WiFi in stores when we do remodels to make access easier for our customers to use our mobile loyalty applications. We are also looking into BYOD, or bring your own device, where employees can perform their job by bringing their own personal device to work. New devices come out every three

to four months, so instead of us trying to keep up with it, we can let employees choose the device they want to use.

Q: Where is BGC headed in terms of technology?

A: There are three areas we’re going to be focusing on in the future: analytics, mobility and cloud computing. From 20052011, we invested heavily behind the scenes implementing SAP and laying a foundation for growth. There are also going to be a lot of initiatives focused on mobility. We want to get to the point where we know when our customers are in our stores so we can make it easier for them to shop with us. We want them to be able to pay with their mobile devices.

We want to provide services through mobile technology that continues to provide our customers with exceptional customer service.

The second thing is analytics and big data. BGC already has a vast amount of data in our SAP enterprise warehouse, but we want to expand on customer analytics. The better we know our customers, the better we can provide them with the goods and services they want and deserve.

Finally, we’re continuing to look into cloud computing. We recently signed a deal with Microsoft to move our email into the cloud. This means our employees will have 24/7 access to their email with no downtime. We will also look at other secure services in the cloud that we can leverage to drive our operating costs down.

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Striving for More: BGC’s Mission Includes Sustainability Brookshire Grocery Co. (BGC) is on a mission to become one of the most sustainable companies in the industry.

“Corporate awareness of our impact on the environment really intensified several years ago when we began to see the associated financial impacts on the company,” said Greg Nordyke, EVP of corporate development. “We realized that we could make significant changes to

our environmental footprint by making better decisions.”

In 2010, the company created an environmental services department focused on improving the way BGC’s operations affect the world, mostly relating to energy usage, recycling and refrigerants.

New store designs, energy-efficient improvements in remodels and refrigerant leak detection systems have drastically reduced BGC’s impact on the environment.

Energy usage from 2000 to the present is down 20 percent, and the energy usage for new stores has been reduced by half thanks to equipment upgrades. BGC has added skylights, LED lights and lighting controls to many stores.

Over the past 10 years, BGC has saved more than 80 million kWh per year, with approximately half of those savings due to lighting upgrades. In total, that’s equal to about $5 million in annual savings.

Jay Hunter stands next to chalk art detailing BGC’s 2012 environmental results.

Recycling also has seen improvements. BGC recycles approximately 50 percent of all resources and about 75 percent of

OCC (old corrugated containers).

The company also encourages recycling by customers and recently installed a new collection system for recyclables at store level. BGC recycled 1.38 million pounds of plastic, 243,338 pounds of paper and 40 million pounds of cardboard in fiscal 2012.

“We have new 96-gallon containers at each store entrance, which provides a larger area for customers to recycle plastic bags, PET (No. 1) bottles and HDPE (No. 2) plastic containers, like milk jugs,” Nordyke said. “Our stores recycle everything from cooking grease to plastic film materials.”

BGC also strives to prevent food waste. Fifty-seven company facilities have partnered with Feeding America, the nation’s leading domestic hunger-relief charity, to donate perishable items to local food banks. In 2012, BGC donated 532,498 pounds of food.

In transportation, the company’s fuel efficiency rate has seen an improvement of 4.6 percent in just one year. BGC is a partner of the Environmental Protection Agency’s

The environmental services team: Joe Mac Johnson, director; Hannah Sanchez and Jay Hunter.

(EPA) SmartWay Transportation Program, and recently installed EPA Smart Way program-approved trailer skirts to reduce wind drag, requiring less energy to maintain the same road speed.

Other efforts include a company fleet of hybrid cars, reducing speed on tractors to save fuel and a switch to use diesel exhaust fluid, a new technology that achieves almost zero emissions.

In February, BGC joined the EPA’s GreenChill partnership, and company leaders are currently working with the EPA to reach the target goal of a refrigerant leak percentage of 11.8 percent. The company has actually reduced its leakage rate from 19 percent to 15 percent since 2010. Currently

more than one-fourth of the company’s stores are equipped with systems that set off alarms when the slightest refrigerant leak is detected. The company also tracks its use of electricity, natural gas, fuel and refrigerants to get an accurate understanding of its carbon footprint, which was reduced by 18,000 tons in 2012.

“We are very close to reaching our goal and will continue to research sustainable changes that can further decrease our impact on the environment,” Nordyke said.

“We realize that with waste food diversion and recycling, zero waste is possible, and we will continue to operate with an enhanced awareness of how our company affects the world we live in.”

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Running Strong:

BGC Employees Take On 13.1 Miles

many have found a new interest in nutrition and fitness and have taken drastic measures to improve their health.”

Over the course of several months, Trent sent out weekly newsletters to team members with tips on everything from selecting the right running shoes to nutrition, helping employees learn how to prepare to go the distance. The company also administers a Facebook page where employees can schedule group runs with each other, receive key information about training, direct questions to Trent and share motivating stories with each other throughout training.

Trent Brookshire is front and center both in this picture and the company’s wellness campaign.

Brookshire Grocery Co. is on a mission to help employees become healthier and happier and it is accomplishing the task one mile at a time.

Driven by SVP/Division Manager Trent Brookshire, the wellness campaign began in 2012 with a challenge for employees to improve their health. The company announced it would fund registration fees for anyone interested in participating in the Tyler Rose Half-Marathon, which was held in October of last year.

After seeing the tremendous excitement from the first race, which had more than 100 company participants, BGC decided to continue the effort by funding employee participation for a second halfmarathon in April. To date, more than 200 employees have completed a half-marathon race.

Trent, a fourth generation Brookshire family member and avid runner and cyclist, saw this as an opportunity to help employees make better lifestyle decisions and become more active.

The most recent half-marathon brought together employees from all over the company’s operating area—Texas, Louisiana and Arkansas—in a united effort to run or walk 13.1 miles. Many employees have lost a significant amount of weight, lowered blood pressure, become more active and are mak-

the majority of half-marathon participants, and 32 employees placed in the top five of their age divisions. BGC plans to fund employee participation for three upcoming half-marathons located in other operating areas throughout Louisiana and Arkansas.

“When we first issued the challenge to run or walk a halfmarathon, we expected maybe 20 or 30 employees to express interest, but we received a tremendous response, and have now had more than 200 employees reach this goal,” Trent said. “It’s a great effort that brings employees from all different levels together to take on a very difficult challenge. We continue to receive positive feedback and believe these events are not only making our people healthier, but are also bringing people from many different areas together as a team.”

In addition to the halfmarathons, BGC promotes monthly health challenges, which

“The halfmarathon distance is unique in that you have to invest the training in order to finish the race,” Trent said.

“We want our employees to be successful in these BGC sponsors employee participation in the Susan G. Komen Race for the Cure events, so we provide them with the throughout its operating areas. knowledge they need to train for ing better lifestyle decisions. offer incentives for taking on small and complete the race. After trainlifestyle changes such as drinking At the Tyler Run for Autism ing for several months and commore water or eating fruits and race, BGC employees comprised pleting such an impressive goal, vegetables.

At the corporate office, located in Tyler, a Weight Watchers representative provides weekly meetings on-site for members, and the company recently began serving fresh fruit during break times through an effort called “Fresh Fruit Fridays.”

BGC also sponsors employee participation in the Susan G. Komen Race for the Cure throughout its operating areas.

“BGC is going to great lengths to ensure our employees have opportunities to stay fit,” said BGC President and CEO Rick Rayford. “With the rising onset of type 2 diabetes and other preventable diseases, we want to help our employees make healthy decisions that can prevent future health problems. We also believe that healthy employees are more productive, have better relationships with their coworkers and provide better service to our valued customers.”

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Award Winning:

BGC’s Manufacturing Operations Are Consistently Top Performers

Brookshire Grocery Co.’s manufacturing operations are consistently recognized as top performers within the industry.

Lawrence Most Improved Plant Award, and BGC was recognized for its 20-plus-year membership with the ASDA.

ning products we manufacture offer our customers top quality at a great value and enhance their food and shopping experiences.”

At the 2013 All Star Dairy Association’s annual convention, the company’s dairy and ice cream plants received “Exceeds Industry Standards” honors, and BGC also won Best Sour Cream Plant and Best Buttermilk Plant awards.

This is the fifth time in six years that the sour cream plant has received top honors.

The ASDA evaluated more than 250 dairy and ice cream plants in the United States, Canada and Puerto Rico through a rigorous, yearlong process to determine winners, which are selected based on plant inspections, lab tests and sensory evaluation.

The dairy also won the “Doc”

Taste Tested: BGC recently launched a full line of Brookshire’s brand products as a high-quality alternative to national brands.

In 2012, the company began transitioning its store brand products to Brookshire’s brand, and

“I am very proud to be a part of a great team that consistently places or takes top honors at national competitions,” says Mike Giles, VP of manufacturing. “The award-win-

Brookshire’s Brand Products Offer High-Quality Alternative

now has some 475 products on its shelves, with 450 more coming soon. Some of the products include bottled water, microwave popcorn, chips, frozen French fries, frozen pizza, milk, sour cream, cookies, coffee and more.

“Our goal is to develop products that we are proud to put the Brookshire’s name on, fill our kitchens with and serve our family and friends,” said Chris Hardin, director of brand and consumer strategy.

Brookshire’s brand products are available in all Brookshire’s and Super 1 Foods locations, as well as FRESH by Brookshire’s. More than 1,000 additional Brookshire’s brand products will roll out within the next two years.

The products are made with the highest-quality ingredients and are consumer-chosen by employees at the corporate office who often provide input and participate in tasting tests against national brands.

HAPPY ANNIVERSARY ANNIVERSAR VERSAR RY

From your Friends at

Branded Products

Congratulations and thanks for a great partnership!

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A Timeline of Brookshire Grocery Co. • 1960s—Brookshire’s • 1990s—The company’s • 1940s—Five takes a bold step second distribution center, more stores are across the state line in Monroe, La., opens in built in East into Shreveport, La., 1992. Two years later, Texas. In 1949, in 1961. By the Brookshire’s acquires a the company decade’s end, the 491,000-s.f. complex, also builds its company has 31 SouthWest Foods, north of first shopping stores, including those Tyler. Major expansion occenter store in in Bossier City and curs in 1995 and 1997 with Bergfeld Center purchases of 21 supermarin Tyler, Texas. It Natchitoches, La., as well as Wills Point, kets in central-west Texas, still has a locaTerrell, Palestine and southern Arkansas and tion there.

Mineola, Texas. In north-central Louisiana.

• 1930s—Brookshire’s operates four stores 1968, the company The corporate office in in Tyler and Longview, Texas, by the end builds a 175,000-s.f.

Tyler receives a 40,000-s.f. of the decade, including the first air-condistribution center in two-story expansion and ditioned grocery store in East Texas.

Tyler. remodel.

• Sept. 1, 1928— Company Founder Wood T. Brookshire opens a 25 x 100-ft. grocery store in Tyler, Texas, with his five brothers. .

• 1931—Wood moves his store to another location, where one of the appealing new features is the inclusion of fresh meats.

• 1939—Wood becomes the sole owner of three Tyler stores, dissolving the partnership with five brothers (Brookshire Brothers) and operating under the “Brookshire’s Food Stores” brand.

Brookshire’s Bergfeld Center store in Tyler in the 1940s.

• 1950s—Expansion continues with stores added in Corsicana, Marshall, Sulphur Springs, Paris, Greenville and Mt. Pleasant. The first grocery warehouse is built in Tyler in 1953.

• 1980s—Strong growth continues despite tough economic times. The first Super 1 Foods store opens in Alexandria, La., in 1984, marking another dimension to the company’s diversified operations. The Tyler distribution center receives a 250,000-s.f. expansion.

• 1970s—Brookshire’s experiences an explosion of growth, doubling in size to 62 stores. It also opens its first bakery plant and moves into Arkansas, opening three stores there. In 1976, Brookshire Grocery Co. (BGC) opens its first “megastore” in Tyler. In addition, the company’s 205-acre recreation area for employees opens on Lake Palestine.

• 2003—Brookshire’s implements SAP, an enterprise resource planning system that replaced outdated technology and integrated company data systems.

• 2006—The company adopts the category management business model.

Brookshire’s brand introduces “Celebrate Cooking,” a popular monthly publication with special offers, recipes and consumer tips.

• 2000—By the year 2000, • 2006—BGC joins with Texas Motor the company includes Speedway (TMS) 134 stores, five manufacto become the ofturing plants, distribution ficial grocery store operations in Tyler and of TMS. BGC also Monroe and more than becomes an offi10,000 employees. From cial grocery spon2000 to 2010, the comsor of NASCAR. pany continues to move into new territories, including Quinlan, Midlothian, Whitney and Hawkins, Texas. Other decade highlights include the company’s dairy plant being certified as organic.

• 2007—Longtime company leader Rick Rayford becomes president and CEO. • 2009—The company introduces the “Let’s Go Green Together” initiative to increase environmental awareness.

WOULD LIKE TO CONGRATULATE

HAPPY A ANNIVERSARY NNIVER SARY F FROM ROM T THE HE A ALMCOE LMCOE FAMILY!

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• 2010—The NuVal program is implemented in stores to promote healthy food choices. In May 2010, the company launches the first of many World War II Heroes Flights. To date, BGC has taken almost 200 veterans to see the memorial that stands in their honor in Washington, D.C.

2013 Profile

Brookshire Grocery Co. Gary Tyler, Alan Worster, Huey Davenport, Layne Arant, Brian Brown, Transportation Safety and Compliance Manager Van Trimble and Marvin Miles are pictured at the 2013 Louisiana State Truck Driving Championship, where BGC drivers took two first-place titles and one second-place title.

• 2012—BGC expands, opening stores in Pottsboro and Bridgeport, Texas. BGC partners with the Western Association of Food Chains and Tyler Junior College to offer the Retail Management Certificate to all employees.

• Today—Brookshire Grocery Co. currently operates more than 150 stores in three states and has approximately 14,000 employees.

121 Brookshire’s supermarkets operating in three states: Texas, Louisiana and Arkansas 31 Super 1 Foods stores operating in three states: Texas, Louisiana and Arkansas 1 FRESH by Brookshire’s store operating in: Tyler, Texas 1 Olé Foods store operating in: Corsicana, Texas 3 Express Lane convenience stores operating in: Celina, Corsicana and Seven Points, Texas; 1 Zippy B convenience store operating in: Natchitoches, La. Total number of cities where Brookshire’s, Super 1 Foods, FRESH by Brookshire’s and Olé Foods stores operate: 121 — 83 in Texas, 29 in Louisiana and 9 in Arkansas Average store size: 40,833 square feet

• 2011—FRESH by Brookshire’s, a new-concept store that focuses on natural, organic and chef-prepared foods, opens in Tyler in early 2011, and becomes LEED certified in 2012. BGC acquires four Kaye’s Food Stores in Louisiana.

Companywide retailing space: 6,228,323 square feet Total number of pharmacies: 117 Total number of fuel centers: 83 Partners employed by BGC: 13,800

Tyler Distribution Center complex size: 1,132,263 square feet Monroe Distribution Center complex size: 463,000 square feet SouthWest Foods complex size: 491,000 square feet BGC Manufacturing facilities: bakery, dairy, ice cream, yogurt, ice, and water/drink plants, all located in or near Tyler, Texas Company fleet: 73 trucks and 296 trailers Estimated miles logged by company trucks this year: 8,665,368 Recycling efforts: In fiscal 2012, BGC recycled 1.38 million pounds of plastic, 243,338 pounds of paper and 40 million pounds of cardboard.

Community service: Brookshire Grocery Co. remains engaged with local communities through the Community Connections program. Partners volunteered more than 36,125 hours in fiscal 2012, assisting schools and non-profit groups. BGC donates a portion of profits each year to hundreds of charitable organizations and efforts benefiting local communities.