Flowers Foods (FLO) risk factors, FY2024 10-K

Flowers Foods's FY2024 10-K, filed Feb 18, 2025, lists 32 risk factors in 4 groups. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

Risk factors listed
324 groups
Section length
8k wordsItem 1A

Flowers Foods's biggest risks in the FY2024 10-K

  • Top customer Walmart/Sam's Club accounts for 22.4% of sales, while the top ten represent 56.7%.
  • Pending Simple Mills acquisition introduces closing, integration, and market valuation risks.
  • DSD independent distributor model faces litigation and regulatory vulnerabilities.

The risks most specific to Flowers Foods

  • Operational Risks

    A disruption or change in the operation of our DSD distribution system could materially and/or negatively affect our results of operations, financial condition and cash flows

    Adverse court rulings or regulatory actions regarding our independent distributor model could disrupt our DSD distribution system.

  • Technology Risks

    We may experience difficulties in deploying the upgrade of our ERP system

    We face potential operational and financial recordkeeping difficulties while deploying an upgrade to our ERP system.

  • Industry Risks

    We rely on several large customers for a significant portion of sales and the loss of one of our large customers or their decision to give higher priority to other brands could adversely affect our business, financial condition or results of operations

    Our largest customer, Walmart/Sam's Club, accounted for 22.4% of sales in Fiscal 2024, and losing major customers would hurt revenues.

  • Legal and Regulatory Risks

    The market price for our common stock following the closing of the Simple Mills Acquisition may be affected by factors different from those that historically have affected or currently affect our common stock

    The market price for our common stock following the Simple Mills Acquisition may be affected by new and different factors.

  • Legal and Regulatory Risks

    We may not consummate the Simple Mills Acquisition on the terms currently contemplated or at all

    We may not consummate the Simple Mills Acquisition due to closing conditions outside our control.

  • Legal and Regulatory Risks

    Failure to complete the Simple Mills Acquisition could negatively impact our stock price and have a material adverse effect on our results of operations, cash flows and financial position

    Failure to complete the Simple Mills Acquisition could negatively impact our stock price and results of operations.

  • Legal and Regulatory Risks

    Our business relationships may be subject to disruption due to uncertainty associated with the Simple Mills Acquisition, which could have a material adverse effect on the results of operations, cash flows and financial position of us pending and following the closing of the Simple Mills Acquisition

    Uncertainty surrounding the Simple Mills Acquisition may disrupt our business relationships pending and following the closing.

All 32 risk factors

Headings as the filing states them, in filing order.

Operational Risks

  1. 01Economic conditions may negatively impact demand for our products, which could adversely impact our sales and operating profit
  2. 02A disruption or change in the operation of our DSD distribution system could materially and/or negatively affect our results of operations, financial condition and cash flows
  3. 03We may not be able to attract or retain the highly skilled people we need for our business
  4. 04Labor shortages and increased turnover or increases in employee and employee-related costs could have adverse effects on our profitability
  5. 05The costs of maintaining and enhancing the value and awareness of our brands are increasing, which could have an adverse impact on our revenues and profitability
  6. 06Our inability to execute our business strategy could adversely affect our business
  7. 07We may be adversely impacted by the failure to successfully realize the expected benefits of acquisitions, divestitures or joint ventures
  8. 08expectations about the performance of acquired trademarks and brands and the fair value of such trademarks and brands
  9. 09Disruption in our supply chain or distribution capabilities from political instability, armed hostilities, incidents of terrorism, natural disasters, weather, inferior product or ingredient supply, or labor strikes could have an adverse effect on our business, financial condition and results of operations
  10. 10The third-party vendor management processes may not be appropriately designed to reduce risks related to the delivery of goods, supplies and services

Technology Risks

  1. 11We may be adversely impacted if our IT systems fail to perform adequately, including with respect to cybersecurity issues
  2. 12We may experience difficulties in deploying the upgrade of our ERP system
  3. 13We use, and may continue to expand our use of, AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our business operations

Industry Risks

  1. 14Increases in costs and/or shortages of raw materials, fuels and utilities could adversely impact our profitability
  2. 15Competition could adversely impact revenues and profitability
  3. 16Product removals, damaged product or safety concerns could adversely impact our results of operations
  4. 17Consolidation in the retail and foodservice industries could adversely affect our sales and profitability
  5. 18Inability to anticipate or respond to changes in consumer preferences may result in decreased demand for our products, which could have an adverse impact on our future growth and operating results
  6. 19We rely on several large customers for a significant portion of sales and the loss of one of our large customers or their decision to give higher priority to other brands could adversely affect our business, financial condition or results of operations
  7. 20Our large customers may impose requirements on us that may adversely affect our results of operations

Legal and Regulatory Risks

  1. 21Government regulation, including labeling or warning requirements, could adversely impact our results of operations and financial condition
  2. 22Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations
  3. 23We are subject to increasing legal complexity and could be party to litigation that may adversely affect our business
  4. 24The market price for our common stock following the closing of the Simple Mills Acquisition may be affected by factors different from those that historically have affected or currently affect our common stock
  5. 25We may not consummate the Simple Mills Acquisition on the terms currently contemplated or at all
  6. 26Failure to complete the Simple Mills Acquisition could negatively impact our stock price and have a material adverse effect on our results of operations, cash flows and financial position
  7. 27Our business relationships may be subject to disruption due to uncertainty associated with the Simple Mills Acquisition, which could have a material adverse effect on the results of operations, cash flows and financial position of us pending and following the closing of the Simple Mills Acquisition
  8. 28President and Chief Operating Officer
  9. 29Chief Human Resources Officer
  10. 30Chief Supply Chain Officer
  11. 31Chief Strategic Projects Officer
  12. 32Chief Information Officer

Other Flowers Foods 10-Ks

  • FY2025 10-K risk factors
    30 risks3 new5 dropped2 reworded

    The company added risks concerning co-manufacturer dependencies, tariffs, and executive role changes.

    Filed Feb 25, 2026

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.