1. BASIS OF PRESENTATION BASIS OF ACCOUNTING  The accompanying unaudited Condensed Consolidated Financial Statements of Flowers Foods, Inc. (the company, Flowers Foods, Flowers, us, we, or our) have been prepared by the companys management in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and applicable rules and regulations of the Securities Exchange Act of 1934, as amended (the Exchange Act). Accordingly, they do not include all the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited Condensed Consolidated Financial Statements included herein contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the companys financial position, results of operations and cash flows. The results of operations for the sixteen weeks ended April 20, 2019 and April 21, 2018 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at December 29, 2018 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. The Securities and Exchange Commission recently amended its rules to expand the disclosure requirements for reporting changes in stockholders equity. The new presentation requires that changes in stockholders equity will now be required for the current and comparative quarter and year-to-date interim periods. The company has presented its changes in stockholders equity for all periods presented in this Form 10-Q. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Form 10-K. ESTIMATES  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The company believes the following critical accounting estimates affect its more significant judgments and estimates used in the preparation of its consolidated financial statements: revenue recognition, derivative instruments, valuation of long-lived assets, goodwill and other intangible assets, self-insurance reserves, income tax expense and accruals, pension obligations, stock-based compensation, and commitments and contingencies. These estimates are summarized in the Form 10-K. REPORTING PERIODS  The company operates on a 52-53 week fiscal year ending the Saturday nearest December 31. Fiscal 2019 consists of 52 weeks, with the companys quarterly reporting periods as follows: first quarter ended April 20, 2019 (sixteen weeks), second quarter ending July 13, 2019 (twelve weeks), third quarter ending October 5, 2019 (twelve weeks) and fourth quarter ending December 28, 2019 (twelve weeks). REPORTING SEGMENT  On May 3, 2017, the company announced an enhanced organizational structure designed to provide greater focus on the companys long-term strategic objectives, emphasize brand growth and innovation in line with a national branded food company, drive enhanced accountability, and reduce costs. The new organizational structure establishes two business units (BUs), Fresh Packaged Bread and Snacking/Specialty, and realigns key leadership roles. The new structure also provides for centralized marketing, sales, supply chain, shared-services/administrative, and corporate strategy functions, each with clearly defined roles and responsibilities. The company has concluded that under the new organizational structure the company has one operating segment based on the nature of products the company sells, intertwined production and distribution model, the internal management structure and information that is regularly reviewed by the chief executive officer (CEO), who is the chief operating decision maker, for the purpose of assessing performance and allocating resources. Capital allocations, such as building a new bakery or other investments, impact both BUs, as the two BUs are so intertwined in the production of products, sales, marketing and other functions. Beginning with the first quarter of 2019, the comparative periods are presented on a consolidated basis due to the change to a single operating segment. SIGNIFICANT CUSTOMER  Following is the effect that our largest customer, Walmart/Sams Club, had on the companys sales for the sixteen weeks ended April 20, 2019 and April 21, 2018. Walmart/Sams Club is the only customer to account for greater than 10% of the companys sales and accounted for 20.5% of sales during the sixteen weeks ended April 20, 2019 and 20.0% of sales during the sixteen weeks ended April 21, 2018. Walmart/Sams Club is our only customer with a balance greater than 10% of outstanding trade receivables. Its percentage of trade receivables was 19.7% and 17.8%, on a consolidated basis, as of April 20, 2019 and December 29, 2018, respectively. SIGNIFICANT ACCOUNTING POLICIES  Significant changes to our critical accounting policies from those disclosed in the Form 10-K are presented below. The policy changes for accounting for leases during the first quarter of our fiscal 2019 are a result of adopting new guidance issued by the Financial Accounting Standards Board (the FASB). See Note 2, Recent Accounting Pronouncements , of Notes to Condensed Consolidated Financial Statements of this Form 10-Q for details on the new guidance. Leases . Primarily, the company leases real estate for manufacturing and office use, along with production and IT equipment. The company applies the new guidance to individual leases of assets, except for certain leases that employ the portfolio method. See below for the companys policy around application of the portfolio method. When the company receives substantially all the economic benefits from and directs the use of specified property, plant and equipment, transactions give rise to leases. See Note 4, Leases, of Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further qualitative and quantitative information around the companys lease portfolio. Our classes of assets include: land; buildings; machinery and equipment; furniture, fixtures and transportation equipment; and construction in progress. The company has elected the practical expedient within the guidance to not separate lease and non-lease components within lease transactions for the following classes of assets: land; buildings; and furniture, fixtures and transportation equipment. The company has elected the short-term lease exception (lessee only) for all classes of assets and does not apply the recognition requirements for leases of 12 months or less. Lease payments for short-term leases are recognized as expense either straight-line over the lease term or as incurred depending on whether the lease payments are fixed or variable. These elections are applied consistently for all leases. The company has elected to apply a portfolio approach for leases with similar terms and conditions, commencement dates, and executed at or near the same time as one another, as it is reasonably expected that application of the lease model to the portfolio would not differ materially from application to the individual leases. The company allocates consideration (i.e., lease payments) to the lease and non-lease components within a transaction on a relative stand-alone price basis to lease and non-lease components within a transaction. The company will use the applicable incremental borrowing rate at lease commencement to perform the lease classification tests on lease components and to measure the lease liabilities and right-of-use assets in situations when discount rates implicit in leases cannot be readily determined. We will also apply the bright-line thresholds within the guidance for lease classification for all classes of assets. LOSS (RECOVERY) ON INFERIOR INGREDIENTS In June 2018, the company received from a supplier several shipments of inferior yeast, which reduced product quality and disrupted production and distribution of foodservice and retail bread and buns at several of the companys bakeries during the second quarter. While the supplier confirmed that the inferior yeast used in the baking process was safe for consumption, customers and consumers reported instances of unsatisfactory product attributes, primarily involving smell and taste. In addition, the company incurred costs associated with inferior whey during fiscal 2018. A voluntary recall was issued on July 18, 2018 due to the potential of tainted whey. Costs associated with these inferior ingredients were reclassified from material, supplies, labor and other production costs and selling, distribution and administrative expenses to the Loss (recovery) on inferior ingredients line item in our Condensed Consolidated Statements of Income. Beginning in the second quarter of fiscal 2018 and continuing through the first quarter of fiscal 2019, we have recognized identifiable and measurable costs associated with receiving inferior ingredients. These costs totaled $1.3 million for the sixteen weeks ended April 20, 2019. We received reimbursements for a portion of previously incurred costs in the amount of $1.7 million during the current quarter. Although we anticipate incurring additional losses, we are not currently able to estimate the amount of such losses. We continue to seek recovery of all losses through appropriate means.