Acquisitions (Tables)

12 Months Ended

Dec. 29, 2012

Fair Value of Stock Consideration

The table below outlines the determination of fair value and provides the assumptions used in the calculation:

Restriction lapse year	2012			2013			2014			2015			2016			Total
Value of Flowers shares issued (thousands)	$	25,000		$	10,000		$	5,000		$	5,000		$	5,000		$	50,000
Implied Fair Value of Restricted shares (thousands)	$	23,626		$	9,154		$	4,447		$	4,363		$	4,297		$	45,887
Exercise price (per share)	$	20.48		$	20.48		$	20.48		$	20.48		$	20.48
Expected term (yrs)		0.37			1.00			2.00			3.00			4.00
Volatility (%)		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%
Risk-free rate (%)		0.1	%		0.2	%		0.2	%		0.3	%		0.4	%
Dividend Yield (%)		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%

Pro Forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Tasty occurred at the beginning of fiscal 2010 and as if the acquisition of Lepage occurred at the beginning of fiscal 2011 (amounts in thousands, except per share data):

	For fiscal
	2012		2011		2010
Sales:
As reported	$	3,046,491	$	2,773,356	$	2,573,769
Pro forma	$	3,146,011	$	2,995,233	$	2,783,120
Net income:
As reported	$	136,121	$	123,428	$	137,047
Pro forma	$	136,714	$	128,022	$	137,113
Basic net income per common share:
As reported	$	1.00	$	0.91	$	1.00
Pro forma	$	0.98	$	0.93	$	1.00
Diluted net income per common share:
As reported	$	0.98	$	0.90	$	0.99
Pro forma	$	0.97	$	0.92	$	0.99

Lepage Bakeries Inc

Schedule of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration transferred to acquire Lepage and the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands):

Fair value of consideration transferred:
Cash	$	300,000
Cash paid for preliminary tax adjustment		18,426
Net working capital adjustment estimate		(55	)
Deferred payment obligations		17,663
Flowers Foods, Inc. common stock		45,887
Total fair value of consideration transferred	$	381,921
Recognized amounts of identifiable assets acquired and liabilities assumed:
Financial assets	$	11,658
Inventories		4,537
Property, plant, and equipment		59,970
Assets Held for sale — Distributor routes		16,161
Identifiable intangible assets estimate		256,400
Deferred income taxes, net		(1,137	)
Financial liabilities		(15,617	)
Net recognized amounts of identifiable assets acquired	$	331,972
Goodwill	$	49,949

Schedule Of Intangible Assets Subject To Amortization

The following table presents the intangible assets subject to amortization (amounts in thousands, except amortization periods):

	Amount		Weighted average amortization years
Customer relationships	$	69,000		25.0
Non-compete agreements		2,400		4.0
	$	71,400		24.3

Tasty Baking Company

Schedule of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration transferred to acquire Tasty and the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands):

Fair value of consideration transferred:
Total tender, acquisition consideration, debt cash payments and change in control payments	$	172,109
Recognized amounts of identifiable assets acquired and liabilities assumed:
Financial assets	$	44,153
Inventories		7,789
Property, plant, and equipment		99,796
Identifiable intangible assets		51,419
Deferred income taxes, net		15,516
Financial liabilities		(66,359	)
Net recognized amounts of identifiable assets acquired	$	152,314
Goodwill	$	19,795

Schedule Of Intangible Assets Subject To Amortization

The following table presents the intangible assets subject to amortization (amounts in thousands, except for amortization years):

	Amount		Weighted average Amortization years
Trademarks	$	36,409		40.0
Customer relationships		13,487		25.0
Distributor relationships		1,523		15.0
	$	51,419		35.3