Reorganization Information

Frequently Asked Questions for Investors

Since Winn-Dixie voluntarily filed for Chapter 11 on February 21, 2005, we have continued to conduct our business while reorganizing our finances and operations.

We are pleased to announce that, following the November 9, 2006 order by the U.S. Bankruptcy Court for the Middle District of Florida confirming our Plan of Reorganization, the Plan was declared effective and Winn-Dixie officially emerged from bankruptcy on November 21, 2006.

The following Q & A is designed to help answer frequently asked questions about Winn-Dixie and its reorganization process.

Q: On what date will holders of allowed unsecured claims receive their shares?

A: The initial distribution of the New Common Stock to holders of allowed unsecured claims under Winn-Dixie’s Plan of Reorganization is required to occur by January 5, 2007 (unless extended by the Bankruptcy Court). Winn-Dixie is planning for an initial distribution date of December 21, 2006. There can be no assurance that the scheduled December 21 distribution will not be delayed.

Q: What is the distribution record date for holders of allowed claims?

A: The distribution record date for all claims other than noteholder claims is November 15, 2006, at 5:00 pm. For noteholder claims, the distribution record date is immediately prior to the initial distribution date.

Q: When will holders of allowed unsecured claims receive more information about the distribution?

A: Winn-Dixie is in the process of mailing full instructions to eligible holders of allowed unsecured claims in classes 13, 14, 15 and 16. Eligible holders are those who have provided a W-9 form or satisfied any applicable withholding tax requirements. On the initial distribution date, Winn-Dixie, through its transfer agent and disbursing agent, will mail to eligible holders of allowed claims a Direct Registration Book-Entry Statement that will provide share ownership information. Holders of allowed claims who have not provided a W-9 form will receive a reminder letter from the claims agent. Noteholders in class 12 will receive their distributions on the initial distribution date through the facilities of the Depository Trust Company, based on instructions from the indenture trustee.

Q: In what form will the holders of allowed unsecured claims receive their shares?

A: Winn-Dixie has selected American Stock Transfer & Trust Company to serve as the Transfer Agent for the New Common Stock to be distributed to holders of allowed unsecured claims under Winn-Dixie’s Plan of Reorganization. Winn-Dixie also has elected to use the Direct Registration System to record ownership interests in the New Common Stock. The Direct Registration System is a form of electronic registration that enables stockholders to be directly registered on the books of the issuing company, through the Transfer Agent, with no need for physical stock certificates (although certificates can be obtained upon request).

Q: When will cash payments be made to holders of unsecured claims who elected to reduce their claims?

A: Holders of unsecured claims who timely elected to reduce their claims to $3,000 and receive a discounted cash payment of $2010 (less any required withholding taxes) are expected to receive their cash payment around December 21, 2006, or in any event by January 5, 2007.

Q: What if I purchased allowed claims from the original holders? How will I receive information about the distribution?

A: For all claims other than noteholder claims, distributions will be made to the holders of claims as they appeared on the records of the claims agent, Logan & Company, Inc., as of the distribution record date. The distribution record date for such claims was November 15, 2006, at 5:00 pm ET. If you purchased a claim and filed a transfer of claim prior to the distribution record date, the claims agent transferred the claim to your name. If you did not file a timely transfer of claim, your purchase will be disregarded, and the distribution will be made to the holder appearing of record on the distribution record date. If you are a noteholder, distributions will be made based on holdings immediately prior to the distribution date.

Q: How can I reach American Stock Transfer & Trust Company?

A: They can be reached at 1-888-822-5593.

Q: On what exchange is the company’s common stock listed?

A: The NASDAQ Stock Market LLC has approved the quotation of the Company’s common stock on the NASDAQ Global Market and has assigned the trading symbol WINN. The common stock currently trades on the NASDAQ Global Market on a when-issued basis under the symbol WINNV.

Q: When can I purchase Winn-Dixie shares as WINN?

A: Such purchases can be made effective on the initial distribution date. Winn-Dixie is planning for an initial distribution date as early as December 21, 2006.

Q: How do I purchase shares of Winn-Dixie common stock?

A: You should seek the consultation of an investment professional or brokerage firm. Please refer to the Company's most recent Forms 10-K and Form 10-Q for risk factors applicable to any investment in the New Common Stock.

Q: How can I find out at what price the stock is trading?

A: As always, stock prices for publicly traded companies are available in many newspapers, through a professional stock broker and on the Internet through websites such as Yahoo Finance (http://finance.yahoo.com).

Q: When will the company be reporting its financial results?

A: Winn-Dixie’s fiscal year ends on the last Wednesday in June (June 27, 2007) and we will report our results on a quarterly basis. We will announce our filing date for the second quarter ended January 10, 2007 as soon as practicable.

Q: How can I find more information about Winn-Dixie?

A: Please check our website for new press releases, www.sec.gov for our financial reports and www.loganandco.com for historical information related to our reorganization, including court filings.