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UNITED STATES BANKRUPTCY COURT Pg Southern District of New York

Name of Debtor (if individual, enter Last, First, Middle): Hostess Brands, Inc. All Other Names used by the Debtor in the last 8 years (include married, maiden, and trade names):

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VOLUNTARY PETITION

Name of Joint Debtor (Spouse) (Last, First, Middle): All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names): Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all): Street Address of Joint Debtor (No. and Street, City, and State):

See Schedule 1 Attached Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all): 43-1470322 Street Address of Debtor (No. and Street, City, and State): 6031 Connection Drive, Suite 600 Irving, Texas
ZIP CODE 75039

ZIP CODE

County of Residence or of the Principal Place of Business: Dallas Mailing Address of Debtor (if different from street address):

County of Residence or of the Principal Place of Business: Mailing Address of Debtor (if different from street address):

ZIP CODE

ZIP CODE

Location of Principal Assets of Business Debtor (if different from street address above): Same as above Type of Debtor
(Form of Organization) (Check one box.) Individual (includes Joint Debtors) See Exhibit D on page 2 of this form Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities, check this box and state type of entity below.)

Nature of Business
(Check one box.) Health Care Business Single Asset Real Estate as defined in 11 U.S.C. 101(51B) Railroad Stockbroker Commodity Broker Clearing Bank Other Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13

Chapter of Bankruptcy Code Under Which the Petition is Filed (Check one box.)
Chapter 15 Petition for Recognition of a Foreign Main Proceeding Chapter 15 Petition for Recognition of a Foreign Nonmain Proceeding

Nature of Debts
(Check one box.) Debts are primarily consumer debts, defined in 11 U.S.C. 101(8) as "incurred by an individual primarily for a personal, family, or household purpose." Debts are primarily business debts.

Tax-Exempt Entity (Check Box, if applicable.)

Debtor is a tax-exempt organization under Title 26 of the United States Code (the Internal Revenue Code.)

Filing Fee (Check one box.)

Full Filing Fee attached. Filing Fee to be paid in installments (applicable to individuals only). Must attach signed application for the courts consideration certifying that the debtor is unable to pay fee except in installments. Rule 1006(b). See Official Form 3A. Filing Fee waiver requested (applicable to chapter 7 individuals only). Must attach signed application for the courts consideration. See Official Form 3B.

Chapter 11 Debtors Check one box:

Debtor is a small business debtor as defined in 11 U.S.C. 101(51D). Debtor is not a small business debtor as defined in 11 U.S.C. 101(51D).

Check if:
Debtors aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,343,300 (amount subject to adjustment on 4/01/13 and every three years thereafter). --------------------------------------------------------

Check all applicable boxes:

A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. 1126(b).

Statistical/Administrative Information
Debtor estimates that funds will be available for distribution to unsecured creditors. Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors.

THIS SPACE IS FOR COURT USE ONLY

Estimated Number of Creditors

1-49 50-99 100-199 200-999 1,0005,000 5,00110,000 10,00125,000 25,00150,000 50,001100,000 Over 100,000

Estimated Assets
$0 to $50,000 $50,001 to $100,000 $100,001 to $500,000 $500,001 to $1 million $1,000,001 to $10,000,001 to $10 million $50 million $50,000,001 to $100 million $100,000,001 to $500 million $500,000,001 to $1 billion More than $1 billion

Estimated Liabilities
$0 to $50,000 $50,001 to $100,000 $100,001 to $500,000 $500,001 to $1 million $1,000,001 to $10,000,001 to $10 million $50 million $50,000,001 to $100 million $100,000,001 to $500 million $500,000,001 to $1 billion More than $1 billion

Note: The estimated (a) number of creditors, (b) assets and (c) liabilities indicated herein are estimated on a consolidated basis for the Debtor and its debtor subsidiaries and/or affiliates. The Debtor will file schedules and a statement of financial affairs pursuant to Fed. R. Bankr. P. 1007(c) by a date to be determined by this Court.

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Voluntary Petition (This page must be completed and filed in every case.)

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Hostess Brands, Inc.

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All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet.) Location Case Number: Date Filed: Where Filed: Western District of Missouri 04-45814 9/22/2004 Location Case Number: Date Filed: Where Filed: Pending Bankruptcy Case Filed by any Spouse, Partner or Affiliate of this Debtor (If more than one, attach additional sheet) Case Number: Pending Date Filed: Date Hereof Name of Debtor: See Schedule 1 Attached District: Southern District of New York Relationship: Affiliate Judge:

Exhibit A
(To be completed if debtor is required to file periodic reports (e.g., forms 10K and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11.)

Exhibit B
(To be completed if debtor is an individual whose debts are primarily consumer debts.)

I, the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, and have explained the relief available under each such chapter. I further certify that I delivered to the debtor the notice required by 11 U.S.C. 342(b). X Signature of Attorney for Debtor(s) (Date)

Exhibit A is attached and made a part of this petition.

Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? Yes, and Exhibit C is attached and made a part of this petition. No.

Exhibit D
(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.) Exhibit D completed and signed by the debtor is attached and made a part of this petition. If this is a joint petition: Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.

Information Regarding the Debtor Venue

(Check any applicable box.)

Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtors affiliate, general partner, or partnership pending in this District. Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District.

Certification by a Debtor Who Resides as a Tenant of Residential Property

(Check all applicable boxes.) Landlord has a judgment against the debtor for possession of debtors residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment) (Address of landlord) Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. 362(1)).

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Voluntary Petition (This page must be completed and filed in every case.)

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Hostess Brands, Inc.

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Signatures
Signature(s) of Debtor(s) (Individual/Joint)
I declare under penalty of perjury that the information provided in this petition is true and correct. [If petitioner is an individual whose debts are primarily consumer debts and has chosen to file under chapter 7] I am aware that I may proceed under chapter 7, 11, 12 or 13 of title 11, United States Code, understand the relief available under each such chapter, and choose to proceed under chapter 7. [If no attorney represents me and no bankruptcy petition preparer signs the petition] I have obtained and read the notice required by 11 U.S.C. 342(b). I request relief in accordance with the chapter of title 11, United States Code, specified in this petition. X _______________________________________________________ Signature of Debtor X _______________________________________________________ Signature of Joint Debtor ______________________________________________________ Telephone Number (if not represented by attorney) ______________________________________________________ Date Signature of Attorney* X /s/ Corinne Ball Signature of Attorney for Debtor(s) Corinne Ball Jones Day 222 East 41st Street New York, NY 10017 Telephone: (212) 326-3939

Signature of a Foreign Representative

I declare under penalty of perjury that the information provided in this petition is true and correct, that I am the foreign representative of a debtor in a foreign proceeding, and that I am authorized to file this petition. (Check only one box.) I request relief in accordance with chapter 15 of title 11, United States Code. Certified copies of the documents required by 11 U.S.C. 1515 are attached. Pursuant to 11 U.S.C. 1511, I request relief in accordance with the chapter of title 11 specified in this petition. A certified copy of the order granting recognition of the foreign main proceeding is attached. X __________________________________________________________ (Signature of Foreign Representative) __________________________________________________________ (Printed Name of Foreign Representative) __________________________________________________________ Date

Signature of Non-Attorney Bankruptcy Petition Preparer

I declare under penalty of perjury that: (1) I am a bankruptcy petition preparer as defined in 11 U.S.C. 110; (2) I prepared this document for compensation and have provided the debtor with a copy of this document and the notices and information required under 11 U.S.C. 110(b), 110(h), and 342(b); and, (3) if rules or guidelines have been promulgated pursuant to 11 U.S.C. 110(h) setting a maximum fee for services chargeable by bankruptcy petition preparers, I have given the debtor notice of the maximum amount before preparing any document for filing for a debtor or accepting any fee from the debtor, as required in that section. Official Form 19 is attached. Printed Name and title, if any, of Bankruptcy Petition Preparer Social-Security number (If the bankruptcy petition preparer is not an individual, state the Social-Security number of the officer, principal, responsible person or partner of the bankruptcy petition preparer.) (Required by 11 U.S.C. 110.)

January 11, 2012 Date *In a case in which 707(b)(4)(D) applies, this signature also constitutes a certification that the attorney has no knowledge after an inquiry that the information in the schedules is incorrect.

Signature of Debtor (Corporation/Partnership)

I declare under penalty of perjury that the information provided in this petition is true and correct, and that I have been authorized to file this petition on behalf of the debtor. The debtor requests the relief in accordance with the chapter of title 11, United States Code, specified in this petition. X /s/ Kent B. Magill Signature of Authorized Individual Kent B. Magill Printed Name of Authorized Individual Executive Vice President, General Counsel and Corporate Secretary Title of Authorized Individual January 11, 2012 Date

Address X Date Signature of bankruptcy petition preparer or officer, principal, responsible person, or partner whose Social-Security number is provided above. Names and Social-Security numbers of all other individuals who prepared or assisted in preparing this document unless the bankruptcy petition preparer is not an individual. If more than one person prepared this document, attach additional sheets conforming to the appropriate official form for each person. A bankruptcy petition preparers failure to comply with the provisions of title 11 and the Federal Rules of Bankruptcy Procedure may result in fines or imprisonment or both. 11 U.S.C. 110; 18 U.S.C. 156.

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SCHEDULE 1 A. All Other Names Used by the Debtor and Debtor Affiliates in the last 8 Years (Including Trade Names):

The Debtor was previously named "Interstate Bakeries Corporation" and has used the following names: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. Armour and Main Redevelopment Corporation Baker's Inn Quality Baked Goods, LLC Baker's Inn Brown's Bakery Butter-Nut Bakeries Colombo Bakery Continental Baking Company Cotton's Holsum Cotton's Holsum Bakeries Di Carlo Bakery Dolly Madison Bakery Drake's Bakery Eddy's Bakery Grandma Emilie Brown's Bakery Holsum Bakery Hostess Hostess Bakeries IBC Hostess Services, LLC Interstate Brands West Corporation Interstate Brands Companies J.J. Nissen Bakery Merita Bakeries Millbrook Bakeries Mrs. Cubbison's Foods, Inc. My Bread Bakery New England Bakery Distributors, LLC Parisian Bakery San Francisco French Bread Company Sunbeam Bakery Sweetheart Bakery Standish Farms Weber's Bread Wonder Bakeries Wonder/Hostess Bakeries

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B.

Pending Bankruptcy Cases Filed by Affiliates of the Debtor:

On the date hereof, each of the affiliated entities listed below, including the Debtor in this chapter 11 case (collectively, the "Debtors"), filed a petition in this Court for relief under chapter 11 of title 11 of the United States Code. Contemporaneously with the filing of their petitions, the Debtors filed a motion requesting that the Court consolidate their chapter 11 cases for administrative purposes only. 1. 2. 3. 4. 5. 6. IBC Sales Corporation Hostess Brands, Inc. IBC Trucking, LLC IBC Services, LLC Interstate Brands Corporation MCF Legacy, Inc.

These six Debtors (and three of their affiliates which have since been dissolved or merged) previously filed chapter 11 cases (the "2004 Cases") in the United States Bankruptcy Court for the Western District of Missouri on the dates set forth below: 1. 2. 3. 4. 5. 6. IBC Sales Corporation (filed on September 22, 2004) Hostess Brands, Inc. (filed under name Interstate Bakeries Corporation on September 22, 2004) IBC Trucking, LLC (filed on September 22, 2004) IBC Services, LLC (filed on September 22, 2004) Interstate Brands Corporation (filed on September 22, 2004) MCF Legacy, Inc. (filed under name Mrs. Cubbison's Foods, Inc. on January 14, 2006)

A plan of reorganization in the 2004 Cases was confirmed on December 5, 2008 and became effective on February 3, 2009. The 2004 Cases remain pending in the United States Bankruptcy Court for the Western District of Missouri under jointly administered case number 04-45814.

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CERTIFICATE OF CORPORATE RESOLUTION HOSTESS BRANDS, INC. January 11, 2012 I, Kent B. Magill, Executive Vice President, General Counsel and Corporate Secretary of Hostess Brands, Inc. a Delaware corporation (the "Corporation"), do hereby certify that: (a) I am the duly elected, qualified and acting Executive Vice President, General Counsel and Corporate Secretary of the Corporation; (b) the following resolutions were duly adopted at a meeting of the Board of Directors of the Corporation as of January 10, 2012 in accordance with the requirements of applicable law; and (c) said resolutions have not been amended, modified or rescinded and are in full force and effect as of the date hereof: WHEREAS, the Board of Directors of the Corporation has evaluated the Corporation's alternatives in connection with a possible restructuring and has determined that the filing of a voluntary petition for relief under chapter 11 of title 11 of the United States Code by the Corporation and its wholly-owned subsidiaries is in the best interest of the Corporation and its stakeholders; RESOLVED, that the Corporation shall be, and it hereby is, authorized to (a) file a voluntary petition (the "Petition") for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") for the Corporation, in the United States Bankruptcy Court for the Southern District of New York or such other court as the appropriate officer or officers of the Corporation shall determine to be appropriate (the "Bankruptcy Court"); and (b) direct its wholly-owned subsidiaries to file chapter 11 petitions for relief under the Bankruptcy Code in the Bankruptcy Court (the "Subsidiary Petitions"). The Corporation is further authorized to perform any and all such acts as are reasonable, advisable, expedient, convenient, proper or necessary to effect any of the foregoing and the performance of such acts to constitute conclusive evidence of the reasonableness, advisability, expedience, convenience, appropriateness, or necessity thereof; FURTHER RESOLVED, that the chief executive officer, chief financial officer, general counsel or any other officer of the Corporation (collectively, the "Designated Officers") shall be, and each of them, acting alone, hereby is, authorized, directed and empowered on behalf of, and in the name of, the Corporation to: (a) execute, acknowledge, deliver and verify the Petition and all other ancillary documents, and cause the Petition and the Subsidiary Petitions to be filed with the Bankruptcy Court and make or cause to be made prior to execution thereof any modifications to the Petition or Subsidiary Petitions or ancillary documents as any such Designated Officer, in such officer's discretion, deems necessary or desirable to carry out the intent and accomplish the purposes of these resolutions; (b) execute, acknowledge, deliver, verify and file or cause to be filed all petitions, schedules, statements, lists, motions, applications and other papers or documents necessary or desirable in connection with the foregoing; and (c) execute, acknowledge, deliver and verify any and all other documents necessary or appropriate in connection therewith or to administer the Corporation's or its subsidiaries chapter 11 cases in such form or forms as any such Designated Officer may approve; and the actions of any Designated Officer taken pursuant to this resolution, including, the execution, acknowledgment,

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delivery and verification of the Petition and Subsidiary Petitions and all ancillary documents and all other agreements, certificates, instruments, guaranties, notices and other documents, shall be conclusive evidence of such Designated Officer's approval and the necessity or desirability thereof; FURTHER RESOLVED, that the Designated Officers shall be, and each of them hereby is, authorized, directed and empowered to retain, on behalf of, and in the name of, the Corporation: (a) Jones Day; (b) FTI Consulting, Inc.; (c) Perella Weinberg Partners LP; (d) Venable LLP; and (e) such additional professionals, including attorneys, accountants, financial advisors, investment bankers, actuaries, consultants or brokers, in each case as in such Designated Officer's or Designated Officers' judgment may be necessary or desirable in connection with the Corporation's chapter 11 case and other related matters, on such terms as such officer or officers shall approve and such Designated Officer's or Designated Officers' retention thereof shall constitute conclusive evidence of such officer's or officers' approval and the necessity or desirability thereof; FURTHER RESOLVED, that the law firm Jones Day and any additional co-counsel or special or local counsel selected by a Designated Officer, if any, shall be, and hereby are, authorized, empowered and directed to represent the Corporation, as debtor and debtor in possession, in connection with any chapter 11 case commenced by or against it under the Bankruptcy Code; FURTHER RESOLVED, that the Corporation, as debtor and debtor in possession under chapter 11 of the Bankruptcy Code, shall be, and hereby is, authorized to: (a) enter into a new debtor in possession financing facility of up to $75 million with Silver Point Finance, LLC and various other lenders and any associated documents and consummate the transactions contemplated therein (collectively, the "Financing Transactions"), on the terms set forth in the commitment letter dated as of January 10, 2012, that was previously provided to, and authorized by, the Board, with such modifications as may be approved by any one or more of the Designated Officers, as may be reasonably necessary or appropriate for the continuing conduct of the affairs of the Corporation; and (b) pay related fees and grant security interests in and liens upon some, all or substantially all of the Corporation's assets in each case as may be deemed necessary or desirable by any one or more of the Designated Officers in connection with the Financing Transactions; FURTHER RESOLVED, that: (a) the Designated Officers shall be, and each of them, acting alone, hereby is, authorized, directed and empowered in the name of, and on behalf of, the Corporation, as debtor and debtor in possession, to take such actions and execute, acknowledge, deliver and verify such agreements, certificates, instruments, guaranties, notices and any and all other documents as the Designated Officers may deem necessary or appropriate to facilitate the Financing Transactions (collectively, the "Financing Documents"); (b) Financing Documents containing such provisions, terms, conditions, covenants, warranties and representations as may be deemed necessary or desirable by the Designated Officers are approved; and (c) the actions of any Designated Officer taken pursuant to this resolution, including the execution, acknowledgement, delivery and verification of all agreements, certificates, instruments, guaranties, notices and other documents, shall be conclusive evidence of such Designated Officer's and the Corporation's approval and the necessity or desirability thereof;

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FURTHER RESOLVED, that, in addition to the specific authorizations heretofore conferred upon the Designated Officers, each of the Designated Officers and their designees shall be, and each of them, acting alone, hereby is, authorized, directed and empowered, in the name of, and on behalf of, the Corporation, to take or cause to be taken any and all such further actions, to execute, acknowledge, deliver and verify any and all such agreements, certificates, instruments, amendments and other documents and to pay all expenses, including filing fees, in each case as in such officer's or officers' judgment shall be necessary or desirable in order fully to carry out the intent and accomplish the purposes of the resolutions adopted herein; FURTHER RESOLVED, that all acts heretofore lawfully done or actions heretofore lawfully taken or to be taken by any officer or officers of the Corporation in connection with the purpose, intent or implementation of these resolutions in all respects are hereby ratified, confirmed and approved; and FURTHER RESOLVED, that any Designated Officer is hereby authorized to certify and deliver, to any person to whom such certification and delivery may be deemed necessary or appropriate in the opinion of such Designated Officer, a true copy of the foregoing resolutions. [Signature Pages Follow]

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In WITNESS WHEREOF, the undersigned has caused this certificate to be executed as of this 11th day of January, 2012. /s/ Kent B. Magill Kent B. Magill Executive Vice President, General Counsel and Corporate Secretary of Hostess Brands, Inc.

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : : Hostess Brands, Inc., : : Debtor. : : ---------------------------------------------------------------x

Chapter 11 Case No. 12-_____ (___) (Jointly Administered)

CONSOLIDATED LIST OF CREDITORS HOLDING 40 LARGEST UNSECURED CLAIMS The Debtor in this chapter 11 case and certain affiliated entities (collectively, the "Debtors") each filed a petition in this Court on the date hereof for relief under chapter 11 of title 11 of the United States Code. Contemporaneously with the filing of their petitions, the Debtors filed a motion requesting, among other things, authority to file a consolidated list of the 40 largest unsecured creditors of the Debtors (the "Top 40 List") in lieu of a separate list for each Debtor. The Top 40 List is based on the Debtors' books and records as of approximately January 11, 2012 and was prepared in accordance with Rule 1007(d) of the Federal Rules of Bankruptcy Procedure for filing in the Debtors' chapter 11 cases. The Top 40 List does not include: (1) persons who come within the definition of "insider" set forth in 11 U.S.C. 101(31); or (2) secured creditors. The information presented in the Top 40 List shall not constitute an admission by, nor is it binding on, the Debtors.

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(4) C U D S (5)

NATUREOFCLAIM (tradedebt,bank NAME,TELEPHONENUMBERANDCOMPLETEMAILINGADDRESS,INCLUDINGZIPCODE,OF loan,government contract,etc.) NAMEOFCREDITOR EMPLOYEE,AGENTORDEPARTMENTOFCREDITORFAMILIARWITHCLAIM Bakery&ConfectioneryUnion&Industry Bakery&ConfectioneryUnion&IndustryInternationalPensionFund UnionHealthand InternationalPensionFund Welfare/Pension ATTN:RobertJ.Bergin 10401ConnecticutAvenue Kensington,MD20895 Tel:3014683742 Fax:3014683748 Email:N/A UnionHealthand CentralStates,SoutheastandSouthwest CentralStates,SoutheastandSouthwestAreasPensionPlan Welfare/Pension AreasPensionPlan ATTN:AndrewSprau 9377W.HigginsRoad Rosemont,IL60018 Tel:8475189800 Fax:8475189773 Email:help@CentralStates.Org CerealFoodProcessors CerealFoodProcessors Flour ATTN:BreckBarton 2001ShawneeMissionParkway MissionWoods,KS66205 Tel:9138906300 Fax:9138906382 Email:b.barton@cerealfood.com UnionHealthand TwinCitiesBakeryDriversPensionFund TwinCitiesBakeryDriversPensionFund Welfare/Pension ATTN:JulieIntVeld 2919EagandaleBoulevard,Suite120 Eagen,MN551211464 Tel:6516860108 Fax:6516860513 Email:N/A UnionHealthand WesternConferenceofTeamstersPension WesternConferenceofTeamstersPensionPlan Welfare/Pension Plan ATTN:MichaelM.Sander 2323EastlakeAvenueE. Seattle,WA98102 Tel:2063294900 Fax:2069262817 Email:mwilliams@nwadmin.com NewEnglandTeamsters&Trucking NewEnglandTeamsters&TruckingIndustryPensionFund UnionHealthand IndustryPensionFund Welfare/Pension ATTN:MarchelleCunningham 1WallStreet Burlington,MA01803 Tel:7813454400 Fax:7813454402 Email:N/A UnionHealthand AutomotiveIndustriesPensionPlan AutomotiveIndustriesPensionPlan ATTN:MichaelSchumacher Welfare/Pension 1640SouthLoopRoad Alameda,CA94502 Tel:5108362484 Fax: Email:N/A UnionHealthand BakeryDriversandSalesmanLocal550and BakeryDriversandSalesmanLocal550andIndustryPensionFund Welfare/Pension IndustryPensionFund ATTN:CamilleLuisi 6TuxedoAvenue NewHydePark,NY11040 Tel:5167476884 Fax:5167470676 Email:teamplayer@verizon.net Cargill,Inc. Cargill,Inc. Flour,Sweetners, ATTN:TonyLane VitalWheatGluten 720MainSt. KansasCity,MO641052004 Tel:9527422898 Fax:3162922233 Email:tony_lane@cargill.com BakeryDriversandSalesmenLocal194and BakeryDriversandSalesmenLocal194andIndustryPensionFund UnionHealthand IndustryPensionFund ATTN:EllenRomano Welfare/Pension 2003Route130STEE NorthBrunswick,NJ08902 Tel:7322970194 Fax:7322970944 Email:N/A FuelCardand ComdataCorporation ComdataCorporation PurchaseCard ATTN:PatFranz 5301MarylandWay Brentwood,TN631500544 Tel:9729980176 Fax:6153707521 Email:PFranz@comdata.com

Contingent Unliquidated Contingent Unliquidated Contingent Unliquidated

AMOUNTOFCLAIM(IF SECUREDALSOSTATE VALUEOFSECURITY) 944,158,000

11,817,000

8,530,000

8,357,000

6,997,000

4,768,000

4,158,000

2,268,000

1,924,000

1,846,000

1,700,000

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NAMEOFCREDITOR Local734PensionFund

BlommerChocolateCo.

CaravanIngredients

ADMInc.

PhiladelphiaBakeryEmployers&Food DriverSalesmensUnionLocal463& TeamstersLocal676PensionPlan

UnitedSugarsCorp.

ClevelandBakersandTeamstersPension Fund

Retail,Wholesale&DepartmentStore InternationalUnionandIndustryPension Fund

ManpowerInc.

Calise&SonsBakeryInc.

NATUREOFCLAIM (tradedebt,bank NAME,TELEPHONENUMBERANDCOMPLETEMAILINGADDRESS,INCLUDINGZIPCODE,OF loan,government contract,etc.) EMPLOYEE,AGENTORDEPARTMENTOFCREDITORFAMILIARWITHCLAIM UnionHealthand Local734PensionFund Welfare/Pension ATTN:ThomasJ.Boehm 6643NorthNorthwestHwy Chicago,IL60631 Tel:7735942810 Fax:7736313824 Email:tom@bakerydriverslocal734.com BlommerChocolateCo. Cocoa ATTN:ScottFunk 39857TreasuryCenter Chicago,IL606949800 Tel:3122267700 Fax:7409658088 Email:scott@blommer.com DoughConditioner, CaravanIngredients Base,Enzymes, ATTN:IanTrood Stabilizer 7905QuviraRoad Lenexa,KS606740045 Tel:9138905637 Fax:9138884970 Email:itrood@caravaningredients.com Flour,Cocoa, ADMInc. Fat/Oils,Specialty ATTN:LorenUrguhart Ingredients 4666FariesParkway Decatur,IL625265666 Tel:9134919400 Fax:9058199768 Email:loren_urquhart@admworld.com PhiladelphiaBakeryEmployers&FoodDriverSalesmensUnionLocal463&TeamstersLocal UnionHealthand Welfare/Pension 676PensionPlan ATTN:LeeScarpone P.O.Box740 ValleyForge,PA19482 Tel:2154836000 Fax:6107836835 Sugar UnitedSugarsCorp. ATTN:DirkSwart 7401MetroBlvd Edina,MN554060548 Tel:8654860548 Fax:9528313217 Email:dswart@unitedsugars.com ClevelandBakersandTeamstersPensionFund UnionHealthand ATTN:VetaGreen Welfare/Pension 9665RocksideRd,SuiteD ValleyView,OH44125 Tel:2167816869 Fax:2165247920 Email:barbsmith@cbtfunds.com Retail,Wholesale&DepartmentStoreInternationalUnionandIndustryPensionFund UnionHealthand ATTN:MarkDavis Welfare/Pension POBox55728 Birmingham,AL35255 Tel:2052523586 Fax:2052511234 Email:mdavis@rwdsufunds.com TemporaryLabor ManpowerInc. ATTN:KarlBorgmann 100ManpowerPlace Milwaukee,WI53212 Tel:4149066891 Fax:4149066107 Email:karl.borgmann@na.manpower.com Calise&SonsBakeryInc. FinishedGoods ATTN:MichaelCalise Bread 2QualityDr Lincoln,RI028654266 Tel:4016161023 Fax:4016161101 Email:mcalise@calisebakery.com

AMOUNTOFCLAIM(IF SECUREDALSOSTATE VALUEOFSECURITY) 1,415,000

1,299,000

921,000

912,000

891,000

858,000

830,000

766,000

754,000

671,000

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NAMEOFCREDITOR DelavauLLC

AccentureLLP

BlueCrossBlueShield

I.A.M.NationalPensionPlan

MalnoveInc.ofNebraska

TheGoodyearTire&RubberCo

ManildraMilling

SAPAmerica,Inc.

MSCIndustrial

WasteManagementNationalServices

NorthernNewEnglandBenefitTrust

NATUREOFCLAIM (tradedebt,bank NAME,TELEPHONENUMBERANDCOMPLETEMAILINGADDRESS,INCLUDINGZIPCODE,OF loan,government contract,etc.) EMPLOYEE,AGENTORDEPARTMENTOFCREDITORFAMILIARWITHCLAIM CalciumCarbonate DelavauLLC ATTN:JimMontgomery 10101RooseveltBlvd Philadelphia,PA022416405 Tel:2156711419 Fax:2156710913 Email:jmontgomerty@delavau.com Engineering/ AccentureLLP ConsultingServices ATTN:HarinShetty POBox70629 Chicago,IL606730629 Tel:3129656644 Fax:9132731588 Email:harin.shetty@accenture.com Insurance BlueCrossBlueShield ATTN:JoannaMacik 901SCentralExpy Richardson,TX750807302 Tel:2542967329 Fax:8558313249 Email:joanna_macik@bcbstx.com I.A.M.NationalPensionPlan UnionHealthand ATTN:EuniceDietz Welfare/Pension 1300ConnecticutAveNW,Suite300 Washington,DC20036 Tel:2027852658 Fax:2024638098 Email:jmartocci@iamnpf.org Packaging MalnoveInc.ofNebraska ATTN:DanGoodrich 13434FSt Omaha,NE681371118 Tel:8479511851 Fax:9046961670 Email:dan.goodrich@malnove.com TheGoodyearTire&RubberCo TiresandTubes ATTN:MichaelBohannon 1144EMarketSt Akron,OH443160001 Tel:3307965193 Fax:9137823340 Email:Michael_Bohannon@goodyear.com WheatGluten ManildraMilling ATTN:JerryDegnen 4210ShawneeMissionPkwy ShawneeMission,KS662052506 Tel:8003238435 Fax:9133620674 Email:Gdegnan@manildrausa.com SAPAmerica,Inc. FinancialSystemof ATTN:AndreaGeppert Record POBox7780 Philadelphia,PA191824024 Tel:6106611000 Fax:6508472663 Email:andrea.geppert@sap.com TradeDebt(Perfect MSCIndustrial Commerce) ATTN:StanRickert 75MaxessRoad Melville,NY11747 Tel:9134386300 Fax:9134386309 Email:rickers@mscdirect.com WasteManagementNationalServices TrashService ATTN:MargieBrown POBox930580 Atlanta,GA311930580 Tel:6305721068 Fax:8662472755 Email:Mbrown2@wm.com UnionHealthand NorthernNewEnglandBenefitTrust Welfare ATTN:CathrineLavigne 51GoffstownRd Manchester,NH031022746 Tel:6036694771 Fax:6036664477 Email:clavigne@nnebt.org

AMOUNTOFCLAIM(IF SECUREDALSOSTATE VALUEOFSECURITY) 610,000

600,000

581,000

566,000

564,000

552,000

542,000

531,000

516,000

504,000

491,000

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NAMEOFCREDITOR CentralPensionFundoftheIUOE

SpeedwaySuperamericaLLC

SouthernCaliforniaBakerySecurityFund

OrtranInc.

BerryPlasticsCorp.

BungeNorthAmerica

CloverhillPastryVendingCorp.

CSMBakeryProducts

NATUREOFCLAIM (tradedebt,bank NAME,TELEPHONENUMBERANDCOMPLETEMAILINGADDRESS,INCLUDINGZIPCODE,OF loan,government contract,etc.) EMPLOYEE,AGENTORDEPARTMENTOFCREDITORFAMILIARWITHCLAIM UnionHealthand CentralPensionFundoftheIUOE Welfare/Pension ATTN:MichaelR.Fanning 4115ChesapeakeStreetNW Washington,DC20016 Tel:2023621000 Fax:2024488270 Email:N/A SpeedwaySuperamericaLLC FuelCard ATTN:RuthCreel POBox1500 Springfield,OH455011590 Tel:9378637545 Fax:9378636737 Email:rcreel@speedway.com UnionHealthAnd SouthernCaliforniaBakerySecurityFund Welfare ATTN:NatalieMarshall,SouthwestAdministrators POBox92308 LosAngeles,CA900092308 Tel:6262995820 Fax:6262840343 Email:nmarshall@swadmin.com OrtranInc. Freight ATTN:DaveOrscheln 4220SHockerDrSte170 Independence,MO640554767 Tel:8163738855 Fax:8163738897 Email:davidorschein@ortran.com PolyBags BerryPlasticsCorp. ATTN:DaveKlopp Dept890869 Dallas,TX753120869 Tel:4102758351 Fax:4102758371 Email:davidklopp@berryplastics.com BungeNorthAmerica Fats/Oils ATTN:MattHall 11720BormanDr. St.Louis,MO631798000 Tel:4024527842 Fax:4028959687 Email:matt.hall@bunge.com FinishedGoods CloverhillPastryVendingCorp. Cakes ATTN:BryanPatrone 23558NetworkPlace Chicago,IL606731235 Tel:7737459800 Fax:7737451647 Email:bryan.patrone@cloverhill.com CSMBakeryProducts Mixes,Donuts ATTN:WaldonHodges 7905QuiviraDr Lenexa,KS303920077 Tel:8008923039 Fax:7707233474 Email:walden.hodges@csmglobal.com

AMOUNTOFCLAIM(IF SECUREDALSOSTATE VALUEOFSECURITY) 486,000

457,000

455,000

453,000

453,000

427,000

426,000

425,000

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : : Hostess Brands, Inc., : : Debtor. : : ---------------------------------------------------------------x

Chapter 11 Case No. 12-_____ (___)

DECLARATION REGARDING CONSOLIDATED LIST OF CREDITORS HOLDING 40 LARGEST UNSECURED CLAIMS I, John O. Stewart, Executive Vice President and Chief Financial Officer of the above-captioned Debtor, declare under penalty of perjury that I have reviewed the foregoing "Consolidated List of Creditors Holding 40 Largest Unsecured Claims" and that it is true and correct to the best of my knowledge, information and belief.

Date: January 11, 2012

Signature

/s/ John O. Stewart John O. Stewart Executive Vice President and Chief Financial Officer

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. 152 and 3571.

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : : Hostess Brands, Inc., : : Debtor. : : ---------------------------------------------------------------x

Chapter 11 Case No. 12-_____ (___)

LIST OF EQUITY SECURITY HOLDERS* IBC Investors I, LLC One Rockefeller Plaza, 32nd Floor New York, NY 10020 (45.60% Equity Interest) IBC Investors II, LLC One Rockefeller Plaza, 32nd Floor New York, NY 10020 (17.70% Equity Interest) IBC Investors III, LLC One Rockefeller Plaza, 32nd Floor New York, NY 10020 (5.26% Equity Interest) Craig D. Jung 600 Shady Oaks Southlake, TX 76092 (2.06% Equity Interest) Brian Driscoll 593 Rosemary Road Lake Forest, IL 60045 (1.66% Equity Interest)

Percentage amounts identified are rounded to the nearest hundredth.

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Gephardt Group Labor Advisory Services 2496 Jett Ferry Road, Suite 102 Atlanta, GA 3038 (0.19% Equity Interest) SPCP Group, LLC 2 Greenwich Plaza, 1st Floor Greenwich, CT 06830 (12.28% Equity Interest) Monarch Debt Recovery Master Fund Ltd 535 Madison Avenue New York, NY 10022 (6.14% Equity Interest) Monarch Opportunities Master Fund Ltd 535 Madison Avenue New York, NY 10022 (2.03% Equity Interest) Monarch Income Master Fund Ltd 535 Madison Avenue New York, NY 10022 (0.42% Equity Interest) McDonnell Loan Opportunity Ltd. Walker House Mary Street George Town, Cayman Islands (5.41% Equity Interest) Arrow Distressed Securities Fund c/o Shultze Asset Mgmt LLC 3000 Westchester Ave Purchase, NY 10577 (0.19% Equity Interest) Schultze Apex Master Fund, Ltd. c/o Shultze Asset Mgmt LLC 3000 Westchester Ave Purchase, NY 10577 (0.02% Equity Interest)

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Schultze Master Fund, Ltd. c/o Shultze Asset Mgmt LLC 3000 Westchester Ave Purchase, NY 10577 (0.83% Equity Interest) Mars & Co. Consulting, LLC 124 Mason Street Greenwich, CT 06830 (0.21% Equity Interest) [The remainder of this page is intentionally blank.]

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : : Hostess Brands, Inc., : : Debtor. : : ---------------------------------------------------------------x

Chapter 11 Case No. 12-_____ (___)

DECLARATION REGARDING LIST OF EQUITY SECURITY HOLDERS I, John O. Stewart, Executive Vice President and Chief Financial Officer of the above-captioned Debtor, declare under penalty of perjury that I have reviewed the foregoing "List of Equity Security Holders" and that it is true and correct to the best of my knowledge, information and belief.

Date: January 11, 2012

Signature /s/ John O. Stewart John O. Stewart Executive Vice President and Chief Financial Officer

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. 152 and 3571.