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Statements contained in this presentation and certain other written or oral statements made from time to time by Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) and its representatives that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to current expectations regarding our business and our future financial condition and results of operations and are often identified by the use of words and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “would,” “is likely to,” “is expected to” or “will continue,” or the negative of these terms or other comparable terminology. These forward-looking statements are based upon assumptions we believe are reasonable. Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected. Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended December 28, 2024 (the “Form 10-K”) and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) and may include, but are not limited to, (a) unexpected changes in any of the following: (1) general economic and business conditions; (2) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (3) interest rates and other terms available to us on our borrowings; (4) supply chain conditions and any related impact on energy and raw materials costs and availability and hedging counter-party risks; (5) relationships with or increased costs related to our employees and third-party service providers; (6) laws and regulations (including environmental and health-related issues and the impacts of tariffs); and (7) accounting standards or tax rates in the markets in which we operate, (b) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products, (c) changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward less expensive store branded products, (d) the level of success we achieve in developing and introducing new products and entering new markets, (e) our ability to implement new technology and customer requirements as required, (f) our ability to operate existing, and any new, manufacturing lines according to schedule, (g) our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and the expectations of our stakeholders, suppliers, and customers; (h) our ability to execute our business strategies which may involve, among other things, (1) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the acquisition of Simple Mills, (2) the deployment of new systems (e.g., our enterprise resource planning ("ERP") system), distribution channels and technology, and (3) an enhanced organizational structure (e.g., our sales and supply chain reorganization), (i) consolidation within the baking industry and related industries, (j) changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry, (k) our ability to adjust pricing to offset, or partially offset, inflationary pressure or tariffs on the cost of our products, including ingredient and packaging costs; (l) disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body that could affect the independent contractor classifications of the independent distributor partners (“IDPs”), and changes to our direct-store-delivery distribution model in California, (m) increasing legal complexity and legal proceedings that we are or may become subject to, (n) labor shortages and turnover or increases in employee and employee-related costs, (o) the credit, business, and legal risks associated with IDPs and customers, which operate in the highly competitive retail food and foodservice industries, (p) any business disruptions due to political instability, pandemics, armed hostilities, incidents of terrorism, natural disasters, labor strikes or work stoppages, technological breakdowns, product contamination, product recalls or safety concerns related to our products, or the responses to or repercussions from any of these or similar events or conditions and our ability to insure against such events, (q) the failure of our information technology systems to perform adequately, including any interruptions, intrusions, cyber-attacks or security breaches of such systems or risks associated with the implementation of the upgrade of our ERP system; and (r) the potential impact of climate change on the company, including physical and transition risks, our availability or restriction of resources, higher regulatory and compliance costs, reputational risks, and our availability of capital on attractive terms. The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the company (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the company. Refer to Part I, Item 1A., Risk Factors, of our Form 10-K, Part II, Item 1A., Risk Factors, of the Form 10-Q for the quarter ended July 12, 2025 and subsequent filings with the SEC for additional information regarding factors that could affect the company’s results of operations, financial condition and liquidity. We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the company (such as in our filings with the SEC or in company press releases) on related subjects.
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1,100 1,150 1,200 1,250 1,300 1,350 1,400
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$1.00 – $1.10 $1.28
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76.2 77.1 76.7 75.2 74.4 73.9 23.8 22.9 23.3 24.8 25.6 26.1 17.00 18.00 19.00 20.00 21.00 22.00 23.00 24.00 25.00 26.00 27.00 70.00 71.00 72.00 73.00 74.00 75.00 76.00 77.00 78.00 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 L52 WE 07-13-25 Branded Dollar Share Store Branded Dollar Share
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NM – Not meaningful. Certain amounts may not add due to rounding (1) Non-deductible tax acquisition-related costs from the prior period that impacted this period by $0.01 per share. For the 12-Week Period Ended For the 12-Week Period Ended July 12, 2025 July 13, 2024 Net income per diluted common share 0.28$ 0.32$ Business process improvement costs NM 0.01 Plant closure costs and impairment of assets — NM Restructuring charges — 0.02 Restructuring-related implementation costs 0.01 0.01 Acquisition-related costs 0.01 (1) — Legal settlements and related costs NM — Adjusted net income per diluted common share 0.30$ 0.36$
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For the 12-Week Period Ended For the 12-Week Period Ended July 12, 2025 July 13, 2024 Net sales 1,242,835$ 1,224,983$ Materials, supplies, labor and other production costs (exclusive of depreciation and amortization) 636,060 613,362 Gross margin excluding depreciation and amortization 606,775 611,621 Less depreciation and amortization for production activities 21,072 20,314 Gross margin 585,703$ 591,307$ Depreciation and amortization for production activities 21,072$ 20,314$ Depreciation and amortization for selling, distribution, and administrative activities 18,754 16,513 Total depreciation and amortization 39,826$ 36,827$
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For the 12-Week Period Ended For the 12-Week Period Ended July 12, 2025 July 13, 2024 Selling, distribution, and administrative expenses (SD&A) 473,537$ 471,400$ Business process improvement costs (471) (1,606) Restructuring-related implementation costs (2,896) (1,635) Acquisition-related costs (871) — Legal settlements and related costs (205) — Adjusted SD&A 469,094$ 468,159$ Sales 1,242,835$ 1,224,983$ Adjusted SD&A as a percent of sales 37.7% 38.2%
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For the 12-Week Period Ended For the 12-Week Period Ended July 12, 2025 July 13, 2024 Net income 58,365$ 66,967$ Income tax expense 20,099 23,455 Interest expense, net 15,036 4,908 Depreciation and amortization 39,826 36,827 EBITDA 133,326 132,157 Other pension benefit (88) (118) Business process improvement costs 471 1,606 Plant closure costs and impairment of assets — 1,377 Restructuring charges — 6,805 Restructuring-related implementation costs 2,896 1,635 Acquisition-related costs 871 — Legal settlements and related costs 205 — Adjusted EBITDA 137,681$ 143,462$ Net sales 1,242,835$ 1,224,983$ Adjusted EBITDA margin 11.1% 11.7%
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(1) Includes certain non-deductible tax acquisition-related costs from the prior period. For the 12-Week Period Ended For the 12-Week Period Ended July 12, 2025 July 13, 2024 Income tax expense 20,099$ 23,455$ Tax impact of: Business process improvement costs 118 401 Plant closure costs and impairment of assets — 344 Restructuring charges — 1,701 Restructuring-related implementation costs 724 409 Acquisition-related costs (1,510) (1) — Legal settlements and related costs 52 — Adjusted income tax expense 19,483$ 26,310$
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(1) Includes certain non-deductible tax acquisition-related costs from the prior period. For the 12-Week Period Ended For the 12-Week Period Ended July 12, 2025 July 13, 2024 Net income 58,365$ 66,967$ Business process improvement costs 353 1,205 Plant closure costs and impairment of assets — 1,033 Restructuring charges — 5,104 Restructuring-related implementation costs 2,172 1,226 Acquisition-related costs 2,381 (1) — Legal settlements and related costs 153 — Adjusted net income 63,424$ 75,535$
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For the 12 Weeks Ended For the 12 Weeks Ended For the 16 Weeks Ended For the 12 Weeks Ended Trailing 52 Week Period Ended October 5, 2024 December 28, 2024 April 19, 2025 July 12, 2025 July 12, 2025 Net Income 64,984$ 43,122$ 52,998$ 58,365$ 219,469$ Income tax expense 20,536 13,783 18,204 20,099 72,622 Interest expense, net 4,778 4,326 14,048 15,036 38,188 Depreciation and amortization 37,331 36,817 49,268 39,826 163,242 EBITDA 127,629 98,048 134,518 133,326 493,521 Other pension benefit (119) 122 (117) (88) (202) Acquisition-related costs - 2,008 13,764 871 16,643 Restructuring and related impairment charges - - 573 - 573 Plant closure costs and impairment of assets 4,483 450 7,397 - 12,330 Legal settlements and related costs 827 2,973 697 205 4,702 Business process improvement costs 490 (1,250) 891 471 602 Restructuring-related implementation costs - - 4,288 2,896 7,184 Adjusted EBITDA 133,310$ 102,351$ 162,011$ 137,681$ 535,353$
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As of July 12, 2025 Current maturities of long-term debt -$ Long-term debt 1,749,154 Total debt 1,749,154 Less: Cash and cash equivalents 11,045 Net Debt 1,738,109$ Adjusted EBITDA for the Trailing Twelve Months Ended July 12, 2025 535,353$ Ratio of Net Debt to Trailing Twelve Month Adjusted EBITDA 3.2
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For the 52-Week Period Ended For the 52-Week Period Ended December 28, 2024 December 30, 2023 Net income 248,116$ 123,416$ Income tax expense 80,826 33,691 Interest expense, net 19,623 16,032 Depreciation and amortization 159,210 151,709 EBITDA 507,775 324,848 Other pension benefit (273) (269) Business process improvement costs (recoveries) 4,529 21,521 Plant closure costs and impairment of assets 10,310 7,298 Restructuring charges 7,403 7,099 Restructuring-related implementation costs 2,979 — Acquisition-related costs 2,008 3,712 Legal settlements and related costs 3,800 137,529 Adjusted EBITDA 538,531$ 501,738$ Net sales 5,103,487$ 5,090,830$ Adjusted EBITDA margin 10.6% 9.9%
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For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended December 30, 2023 December 31, 2022 January 1, 2022 January 2, 2021 December 28, 2019 Net Income 123,416$ 228,394$ 206,187$ 152,318$ 164,538$ Income tax expense 33,691 70,317 64,585 48,393 47,545 Interest expense, net 16,032 5,277 8,001 12,094 11,097 Loss on extinguishment of debt - - 16,149 - - Depreciation and amortization 151,709 141,957 136,559 141,384 144,228 EBITDA 324,848 445,945 431,481 354,189 367,408 Other pension (benefit) cost (269) (773) (405) (74) 2,248 Pension plan settlement and curtailment loss - - 403 108,757 - Gain on divestiture - - - - - Gain on sale, severance costs, and lease termination (gain) loss - (4,390) (2,644) (4,066) - Acquisition-related costs 3,712 12,518 - - 22 FASTER Act and loss (recovery) on inferior ingredients - 236 944 107 (37) Project Centennial consulting costs - - - 15,548 784 ERP road mapping consulting costs - - - 4,363 - Restructuring and related impairment charges 7,099 - - 35,483 23,524 Multi-employer pension plan withdrawal costs - - 3,300 - - Plant closure costs and impairment of assets 7,298 7,825 - - - Legal settlements and related costs 137,529 7,500 23,089 7,250 28,014 Other pension plan termination costs - - - 133 - Executive retirement agreement - - - - 763 Business process improvement consulting costs 21,521 33,169 31,293 - - Acquisition consideration agreement - - 3,400 - - Manufacturing facility closure costs and acquisition costs - - - - - Adjusted EBITDA 501,738$ 502,030$ 490,861$ 521,690$ 422,726$
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Certain amounts may not add due to rounding. For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended December 28, 2024 December 30, 2023 December 31, 2022 January 1, 2022 January 2, 2021 December 28, 2019 Net income per diluted common share 1.17$ 0.58$ 1.07$ 0.97$ 0.72$ 0.78$ Restructuring and related impairment charges 0.03 0.02 - - 0.13 0.08 FASTER Act, net of (recovery) loss on inferior ingredients - - - - - - Project Centennial consulting costs - - - - 0.05 - ERP road mapping consulting costs - - - - 0.02 - Multi-employer pension plan withdrawal costs - - - 0.01 - - Plant closure costs and impairment of assets 0.04 0.03 0.03 - - - Pension plan settlement and curtailment loss - - - - 0.38 - Legal settlements and related costs 0.01 - 0.03 0.08 0.03 0.10 Gain on sale, severance costs, and lease termination (gain) loss - 0.48 (0.02) (0.01) (0.01) - Loss on extinguishment of debt - - - 0.06 - - Acquisition-related costs 0.01 0.01 0.04 - - - Business process improvement costs 0.02 0.08 0.12 0.11 - - Acquisition consideration adjustment - - - 0.01 - - Restructuring-related implementation costs 0.01 - - - - - Adjusted net income per diluted common share 1.28$ 1.20$ 1.27$ 1.24$ 1.31$ 0.96$
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NM – Not meaningful. Certain amounts may not add due to rounding. Net income per diluted common share 0.88$ to 0.98$ Business process improvement costs NM NM Plant closure costs and impairment of assets 0.03 0.03 Restructuring charges NM NM Restructuring-related implementation costs 0.03 0.03 Acquisition-related costs 0.06 0.06 Legal settlements and related costs NM NM Adjusted net income per diluted common share 1.00$ to 1.10$ Range Estimate Reconciliation of Earnings per Share - Full Year Fiscal 2025 Guidance