Coca-Cola Consolidated, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. COCA ‑ COLA CONSOLIDATED, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Year (in thousands, except per share data) 2020 2019 2018 Net sales $ 5,007,357 $ 4,826,549 $ 4,625,364 Cost of sales 3,238,448 3,156,047 3,069,652 Gross profit 1,768,909 1,670,502 1,555,712 Selling, delivery and administrative expenses 1,455,531 1,489,748 1,497,810 Income from operations 313,378 180,754 57,902 Interest expense, net 36,735 45,990 50,506 Other expense, net 35,603 100,539 30,853 Gain on exchange transactions — — 10,170 Income (loss) before taxes 241,040 34,225 ( 13,287 ) Income tax expense 58,943 15,665 1,869 Net income (loss) 182,097 18,560 ( 15,156 ) Less: Net income attributable to noncontrolling interest 9,604 7,185 4,774 Net income (loss) attributable to Coca‑Cola Consolidated, Inc. $ 172,493 $ 11,375 $ ( 19,930 ) Basic net income (loss) per share based on net income (loss) attributable to Coca‑Cola Consolidated, Inc.: Common Stock $ 18.40 $ 1.21 $ ( 2.13 ) Weighted average number of Common Stock shares outstanding 7,141 7,141 7,141 Class B Common Stock $ 18.40 $ 1.21 $ ( 2.13 ) Weighted average number of Class B Common Stock shares outstanding 2,232 2,229 2,209 Diluted net income (loss) per share based on net income (loss) attributable to Coca‑Cola Consolidated, Inc.: Common Stock $ 18.30 $ 1.21 $ ( 2.13 ) Weighted average number of Common Stock shares outstanding – assuming dilution 9,427 9,417 9,350 Class B Common Stock $ 18.28 $ 1.19 $ ( 2.13 ) Weighted average number of Class B Common Stock shares outstanding – assuming dilution 2,286 2,276 2,209 See accompanying notes to consolidated financial statements. 42 COCA ‑ COLA CONSOLIDATED, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year (in thousands) 2020 2019 2018 Net income (loss) $ 182,097 $ 18,560 $ ( 15,156 ) Other comprehensive income (loss), net of tax: Defined benefit plans reclassification including pension costs: Actuarial gain (loss) ( 673 ) ( 20,484 ) 5,928 Prior service credits 15 17 19 Postretirement benefits reclassification including benefit costs: Actuarial gain (loss) ( 3,137 ) 3,711 12,397 Prior service costs — ( 975 ) ( 1,393 ) Interest rate swap ( 286 ) ( 270 ) — Foreign currency translation adjustment 30 ( 16 ) ( 14 ) Other comprehensive income (loss), net of tax ( 4,051 ) ( 18,017 ) 16,937 Comprehensive income 178,046 543 1,781 Less: Comprehensive income attributable to noncontrolling interest 9,604 7,185 4,774 Comprehensive income (loss) attributable to Coca‑Cola Consolidated, Inc. $ 168,442 $ ( 6,642 ) $ ( 2,993 ) See accompanying notes to consolidated financial statements. 43 COCA ‑ COLA CONSOLIDATED, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, 2020 December 29, 2019 ASSETS Current Assets: Cash and cash equivalents $ 54,793 $ 9,614 Accounts receivable, trade 425,445 433,552 Allowance for doubtful accounts ( 21,620 ) ( 13,782 ) Accounts receivable from The Coca-Cola Company 49,203 62,411 Accounts receivable, other 37,084 43,094 Inventories 225,757 225,926 Prepaid expenses and other current assets 74,146 69,461 Assets held for sale 6,429 — Total current assets 851,237 830,276 Property, plant and equipment, net 1,022,722 997,403 Right-of-use assets - operating leases 134,383 111,376 Leased property under financing leases, net 69,867 17,960 Other assets 111,781 113,269 Goodwill 165,903 165,903 Distribution agreements, net 853,753 876,096 Customer lists, net 12,804 14,643 Total assets $ 3,222,450 $ 3,126,926 LIABILITIES AND EQUITY Current liabilities: Current portion of obligations under operating leases $ 19,766 $ 15,024 Current portion of obligations under financing leases 5,860 9,403 Accounts payable, trade 217,560 187,476 Accounts payable to The Coca-Cola Company 107,181 108,699 Other accrued liabilities 205,141 208,834 Accrued compensation 87,608 87,813 Accrued interest payable 3,944 4,946 Total current liabilities 647,060 622,195 Deferred income taxes 139,423 125,130 Pension and postretirement benefit obligations 113,325 114,831 Other liabilities 679,280 668,566 Noncurrent portion of obligations under operating leases 119,923 97,765 Noncurrent portion of obligations under financing leases 69,984 17,403 Long-term debt 940,465 1,029,920 Total liabilities 2,709,460 2,675,810 Commitments and Contingencies Equity: Convertible Preferred Stock, $ 100.00 par value: authorized - 50,000 shares; issued - none Nonconvertible Preferred Stock, $ 100.00 par value: authorized - 50,000 shares; issued - none Preferred Stock, $ 0.01 par value: authorized - 20,000,000 shares; issued - none Common Stock, $ 1.00 par value: authorized - 30,000,000 shares; issued - 10,203,821 shares 10,204 10,204 Class B Common Stock, $ 1.00 par value: authorized - 10,000,000 shares; issued - 2,860,356 shares 2,860 2,860 Class C Common Stock, $ 1.00 par value: authorized - 20,000,000 shares; issued - none Additional paid in capital 135,953 128,983 Retained earnings 544,280 381,161 Accumulated other comprehensive loss ( 119,053 ) ( 115,002 ) Treasury stock, at cost: Common Stock - 3,062,374 shares ( 60,845 ) ( 60,845 ) Treasury stock, at cost: Class B Common Stock - 628,114 shares ( 409 ) ( 409 ) Total equity of Coca-Cola Consolidated, Inc. 512,990 346,952 Noncontrolling interest — 104,164 Total equity 512,990 451,116 Total liabilities and equity $ 3,222,450 $ 3,126,926 See accompanying notes to consolidated financial statements. 44 COCA-COLA CONSOLIDATED, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year (in thousands) 2020 2019 2018 Cash Flows from Operating Activities: Net income (loss) $ 182,097 $ 18,560 $ ( 15,156 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation expense from property, plant and equipment and financing or capital leases 155,936 156,886 164,502 Amortization of intangible assets and deferred proceeds, net 23,081 23,030 22,754 Fair value adjustment of acquisition related contingent consideration 31,210 92,788 28,767 Deferred income taxes 8,737 3,987 9,366 Impairment of property, plant and equipment 8,030 8,798 453 Loss on sale of property, plant and equipment 5,187 6,498 7,103 Amortization of debt costs 1,050 1,313 1,477 Stock compensation expense — 2,045 5,606 Gain on exchange transactions — — ( 10,170 ) Proceeds from Legacy Facilities Credit — — 1,320 Change in current assets less current liabilities 55,607 ( 31,681 ) ( 26,387 ) Change in other noncurrent assets 21,820 15,201 4,347 Change in other noncurrent liabilities 641 ( 7,203 ) ( 25,122 ) Other 1,065 148 19 Total adjustments 312,364 271,810 184,035 Net cash provided by operating activities $ 494,461 $ 290,370 $ 168,879 Cash Flows from Investing Activities: Additions to property, plant and equipment $ ( 202,034 ) $ ( 171,374 ) $ ( 138,235 ) Proceeds from the sale of property, plant and equipment 3,385 4,064 5,259 Investment in CONA Services LLC ( 1,770 ) ( 1,713 ) ( 2,098 ) Other distribution agreements — ( 4,654 ) — Net cash paid for exchange transactions — — ( 13,116 ) Proceeds from cold drink equipment — — 3,789 Acquisition of distribution territories and manufacturing plants, net of cash acquired and purchase price settlements — — 456 Net cash used in investing activities $ ( 200,419 ) $ ( 173,677 ) $ ( 143,945 ) Cash Flows from Financing Activities: Payments on revolving credit facility $ ( 280,000 ) $ ( 550,339 ) $ ( 483,000 ) Borrowings under revolving credit facility 235,000 515,339 356,000 Payments on term loan facility and senior bonds ( 45,000 ) ( 140,000 ) ( 7,500 ) Proceeds from issuance of senior notes — 100,000 150,000 Purchase of noncontrolling interest in Piedmont Coca-Cola Bottling Partnership ( 100,000 ) — — Payments of acquisition related contingent consideration ( 43,400 ) ( 27,182 ) ( 24,683 ) Cash dividends paid ( 9,374 ) ( 9,369 ) ( 9,353 ) Payments on financing or capital lease obligations ( 5,861 ) ( 8,656 ) ( 8,221 ) Debt issuance fees ( 228 ) ( 420 ) ( 1,531 ) Net cash used in financing activities $ ( 248,863 ) $ ( 120,627 ) $ ( 28,288 ) Net increase (decrease) in cash $ 45,179 $ ( 3,934 ) $ ( 3,354 ) Cash at beginning of year 9,614 13,548 16,902 Cash at end of year $ 54,793 $ 9,614 $ 13,548 See accompanying notes to consolidated financial statements. 45 COCA-COLA CONSOLIDATED, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share data) Common Stock Class B Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock - Common Stock Treasury Stock - Class B Common Stock Total Equity of Coca-Cola Consolidated, Inc. Non- controlling Interest Total Equity Balance on December 31, 2017 $ 10,204 $ 2,819 $ 120,417 $ 388,718 $ ( 94,202 ) $ ( 60,845 ) $ ( 409 ) $ 366,702 $ 92,205 $ 458,907 Net income (loss) — — — ( 19,930 ) — — — ( 19,930 ) 4,774 ( 15,156 ) Other comprehensive income, net of tax — — — — 16,937 — — 16,937 — 16,937 Cash dividends paid: Common Stock ($ 1.00 per share) — — — ( 7,141 ) — — — ( 7,141 ) — ( 7,141 ) Class B Common Stock ($ 1.00 per share) — — — ( 2,212 ) — — — ( 2,212 ) — ( 2,212 ) Issuance of 20,296 shares of Class B Common Stock — 20 3,811 — — — — 3,831 — 3,831 Balance on December 30, 2018 $ 10,204 $ 2,839 $ 124,228 $ 359,435 $ ( 77,265 ) $ ( 60,845 ) $ ( 409 ) $ 358,187 $ 96,979 $ 455,166 Net income — — — 11,375 — — — 11,375 7,185 18,560 Other comprehensive loss, net of tax — — — — ( 18,017 ) — — ( 18,017 ) — ( 18,017 ) Cash dividends paid: Common Stock ($ 1.00 per share) — — — ( 7,141 ) — — — ( 7,141 ) — ( 7,141 ) Class B Common Stock ($ 1.00 per share) — — — ( 2,228 ) — — — ( 2,228 ) — ( 2,228 ) Issuance of 19,224 shares of Class B Common Stock — 21 4,755 — — — — 4,776 — 4,776 Reclassification of stranded tax effects — — — 19,720 ( 19,720 ) — — — — — Balance on December 29, 2019 $ 10,204 $ 2,860 $ 128,983 $ 381,161 $ ( 115,002 ) $ ( 60,845 ) $ ( 409 ) $ 346,952 $ 104,164 $ 451,116 Net income — — — 172,493 — — — 172,493 9,604 182,097 Other comprehensive loss, net of tax — — — — ( 4,051 ) — — ( 4,051 ) — ( 4,051 ) Cash dividends paid: Common Stock ($ 1.00 per share) — — — ( 7,141 ) — — — ( 7,141 ) — ( 7,141 ) Class B Common Stock ($ 1.00 per share) — — — ( 2,233 ) — — — ( 2,233 ) — ( 2,233 ) Purchase of noncontrolling interest in Piedmont Coca-Cola Bottling Partnership — — 6,970 — — — — 6,970 ( 113,768 ) ( 106,798 ) Balance on December 31, 2020 $ 10,204 $ 2,860 $ 135,953 $ 544,280 $ ( 119,053 ) $ ( 60,845 ) $ ( 409 ) $ 512,990 $ — $ 512,990 See accompanying notes to consolidated financial statements. 46 COCA-COLA CONSOLIDATED, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies Description of Business Coca‑Cola Consolidated, Inc. (the “Company”) distributes, markets and manufactures nonalcoholic beverages, primarily products of The Coca‑Cola Company, and is the largest Coca‑Cola bottler in the United States. Approximately 84 % of the Company’s total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which include some of the most recognized and popular beverage brands in the world. The Company also distributes products for several other beverage companies, including BA Sports Nutrition, LLC (“BodyArmor”), Keurig Dr Pepper Inc. (“Dr Pepper”) and Monster Energy Company (“Monster Energy”). The Company offers a range of nonalcoholic beverage products and flavors, including both sparkling and still beverages, designed to meet the demands of its consumers. Sparkling beverages are carbonated beverages and the Company’s principal sparkling beverage is Coca‑Cola. Still beverages include energy products and noncarbonated beverages such as bottled water, tea, ready to drink coffee, enhanced water, juices and sports drinks. The Company’s products are sold and distributed in the United States through various channels, which include selling directly to customers, including grocery stores, mass merchandise stores, club stores, convenience stores and drug stores, selling to on-premise locations, where products are typically consumed immediately, such as restaurants, schools, amusement parks and recreational facilities, and selling through other channels such as vending machine outlets. The Company manages its business on the basis of three operating segments. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated revenues and income from operations. The additional two operating segments do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and therefore have been combined into “All Other.” Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. Fiscal Year During the fourth quarter of 2020, the Company’s Board of Directors approved a change in the Company’s fiscal year so that each fiscal year will end on December 31 of the applicable calendar year. This change was not considered a change in fiscal year under the rules of the Securities and Exchange Commission as the new fiscal year commenced within seven days of the prior fiscal year-end and the new fiscal year commenced with the end of the prior fiscal year. Previously, the Company’s fiscal year generally ended on the Sunday closest to December 31 of each year. The fiscal years presented are the periods ended December 31, 2020 (“2020”), December 29, 2019 (“2019”) and December 30, 2018 (“2018”). Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks and cash equivalents, which are highly liquid debt instruments with maturities of less than 90 days. The Company maintains cash deposits with major banks, which, from time to time, may exceed federally insured limits. The Company periodically assesses the financial condition of the institutions and believes the risk of any loss is minimal. Accounts Receivable, Trade The Company sells its products and extends credit, generally without requiring collateral, based on an ongoing evaluation of the customer’s business prospects and financial condition. The Company evaluates the collectability of its trade accounts receivable based 47 on a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability to meet its financial obligations. The Company typically collects payment from customers within 30 days from the date of sale. Allowance for Doubtful Accounts The Company has established an allowance for doubtful accounts to adjust the recorded receivable to the estimated amount the Company believes will ultimately be collected. The Company’s allowance for doubtful accounts in the consolidated balance sheets includes a reserve for customer returns and an allowance for credit losses. The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1 % of bottle/can sales and post-mix sales could be at risk for return by customers. Returned product is recognized as a reduction to net sales. The Company estimates an allowance for credit losses, based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to balances previously written off, in order to present the net amount expected to be collected. Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out method for finished products and manufacturing materials and on the average cost method for plastic shells, plastic pallets and other inventories. Property, Plant and Equipment Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements on operating leases are depreciated over the shorter of the estimated useful lives or the term of the lease, including renewal options the Company determines are reasonably assured. Additions and major replacements or betterments are added to the assets at cost. Maintenance and repair costs and minor replacements are charged to expense when incurred. When assets are replaced or otherwise disposed, the cost and accumulated depreciation are removed from the accounts and the gains or losses, if any, are reflected in the statements of operations. Gains or losses on the disposal of manufacturing equipment and manufacturing plants are included in cost of sales. Gains or losses on the disposal of all other property, plant and equipment are included in selling, delivery and administrative (“SD&A”) expenses. The Company evaluates the recoverability of the carrying amount of its property, plant and equipment when events or circumstances indicate the carrying amount of an asset or asset group may not be recoverable. These evaluations are performed at a level where independent cash flows may be attributed to either an asset or an asset group. If the Company determines the carrying amount of an asset or asset group is not recoverable based upon the expected undiscounted future cash flows of the asset or asset group, an impairment loss is recorded equal to the excess of the carrying amounts over the estimated fair values of the long-lived assets. Leases The Company adopted Accounting Standards Update (“ASU”) 2016-02, “Leases” on December 31, 2018 using the optional transition method. The Company leases office and warehouse space, machinery and other equipment under noncancelable operating lease agreements and also leases certain warehouse space under financing lease agreements. The Company uses the following policies and assumptions to evaluate its leases: • Determining a lease: The Company assesses contracts at inception to determine whether an arrangement is or includes a lease, which conveys the Company’s right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets and associated liabilities are recognized at the commencement date and initially measured based on the present value of lease payments over the defined lease term. • Allocating lease and non-lease components: The Company has elected the practical expedient to not separate lease and non-lease components for certain classes of underlying assets. The Company has equipment and vehicle lease agreements, which generally have the lease and associated non-lease components accounted for as a single lease component. The Company has real estate lease agreements with lease and non-lease components, which are accounted for separately where applicable. • Calculating the discount rate: The Company calculates the discount rate based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company calculates an incremental borrowing rate using a portfolio approach. The incremental borrowing rate is calculated using the contractual lease term and the Company’s borrowing rate. • Recognizing leases: The Company does not recognize leases with a contractual term of less than 12 months on its consolidated balance sheets. Lease expense for these short-term leases is expensed on a straight-line basis over the lease term. 48 • Including rent increases or escalation clauses: Certain leases contain scheduled rent increases or escalation clauses, which can be based on the Consumer Price Index or other rates. The Company assesses each contract individually and applies the appropriate variable payments based on the terms of the agreement. • Including renewal options and/or purchase options: Certain leases include renewal options to extend the lease term and/or purchase options to purchase the leased asset. The Company assesses these options using a threshold of reasonably certain, which is a high threshold and, therefore, the majority of the Company’s leases do not include renewal periods or purchase options for the measurement of the right-of-use asset and the associated lease liability. For leases the Company is reasonably certain to renew or purchase, those options are included within the lease term and, therefore, included in the measurement of the right-of-use asset and the associated lease liability. • Including options to terminate: Certain leases include the option to terminate the lease prior to its scheduled expiration. This allows a contractually bound party to terminate its obligation under the lease contract, typically in return for an agreed-upon financial consideration. The terms and conditions of the termination options vary by contract. • Including residual value guarantees, restrictions or covenants: The Company’s lease agreements do not contain residual value guarantees, restrictions or covenants. Internal Use Software The Company capitalizes costs incurred in the development or acquisition of internal use software. The Company expenses costs incurred in the preliminary project planning stage. Costs, such as maintenance and training, are also expensed as incurred. Capitalized costs are amortized over their estimated useful lives using the straight-line method. Amortization expense, which is included in depreciation expense, for internal use software was $ 6.7 million in 2020, $ 7.7 million in 2019 and $ 10.0 million in 2018. Goodwill All business combinations are accounted for using the acquisition method. Goodwill is tested for impairment annually, or more frequently if facts and circumstances indicate such assets may be impaired. The Company performs its annual goodwill impairment test, which includes a qualitative assessment to determine whether it is more likely than not that the fair value of the goodwill is below its carrying value, as of the first day of the fourth quarter each year, and more often if there are significant changes in business conditions that could result in impairment. All of the Company’s goodwill resides within one reporting unit within the Nonalcoholic Beverages reportable segment, and, therefore, the Company has determined it has one reporting unit for the purpose of assessing goodwill for potential impairment. The Company uses its overall market capitalization as part of its estimate of fair value of the reporting unit and in assessing the reasonableness of the Company’s internal estimates of fair value. When a quantitative analysis is considered necessary for the annual impairment analysis of goodwill, the Company develops an estimated fair value for the reporting unit considering three different approaches: • market value, using the Company’s stock price plus outstanding debt; • discounted cash flow analysis; and • multiple of earnings before interest, taxes, depreciation and amortization based upon relevant industry data. The estimated fair value of the reporting unit is then compared to its carrying amount, including goodwill. If the estimated fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount, including goodwill, exceeds its estimated fair value, any excess of the carrying value of goodwill of the reporting unit over its fair value is recorded as an impairment. To the extent the actual and projected cash flows decline in the future or if market conditions or market capitalization significantly deteriorate, the Company may be required to perform an interim impairment analysis that could result in an impairment of goodwill. During 2020, 2019 and 2018, the Company performed its annual impairment test of goodwill and determined there was no impairment of the carrying value of these assets. Distribution Agreements and Customer Lists The Company’s definite-lived intangible assets consist of distribution agreements and customer lists, which have estimated useful lives of 10 to 40 years and five to 12 years, respectively. These assets are amortized on a straight-line basis over their estimated useful lives. 49 Acquisition Related Contingent Consideration Liability The acquisition related contingent consideration liability consists of the estimated amounts due to The Coca‑Cola Company under the Company’s comprehensive beverage agreements (collectively, the “CBA”) with The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc. (“CCR”), a wholly owned subsidiary of The Coca‑Cola Company, over the useful life of the related distribution rights. Pursuant to the CBA, the Company is required to make quarterly sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in certain distribution territories the Company acquired from CCR. This acquisition related contingent consideration is valued using a probability weighted discounted cash flow model based on internal forecasts and the weighted average cost of capital (“WACC”) derived from market data, which are considered Level 3 inputs. Each reporting period, the Company adjusts its acquisition related contingent consideration liability related to the distribution territories subject to sub-bottling fees to fair value by discounting future expected sub-bottling payments required under the CBA using the Company’s estimated WACC. These future expected sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally 40 years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the amounts that will be paid in the future under the CBA and current sub-bottling payments (all Level 3 inputs). Changes in any of these Level 3 inputs, particularly the underlying risk-free interest rate used to estimate the Company’s WACC, could result in material changes to the fair value of the acquisition related contingent consideration and could materially impact the amount of non-cash expense (or income) recorded each reporting period. Pension and Postretirement Benefit Plans There are two Company-sponsored pension plans. The primary Company-sponsored pension plan (the “Primary Plan”) was frozen as of June 30, 2006 and no benefits accrued to participants after this date. The second Company-sponsored pension plan (the “Bargaining Plan”) is for certain employees under collective bargaining agreements. Benefits under the Bargaining Plan are determined in accordance with negotiated formulas for the respective participants. Contributions to the plans are based on actuarially determined amounts and are limited to the amounts currently deductible for income tax purposes. The Company also sponsors a postretirement healthcare plan for employees meeting specified criteria. The expense and liability amounts recorded for the benefit plans reflect estimates related to interest rates, investment returns, employee turnover and age at retirement, mortality rates and healthcare costs. The discount rate assumptions used to determine the pension and postretirement benefit obligations are based on yield rates available on the Aon AA Above Median yield curve as of each plan’s measurement date. The service cost components of the net periodic benefit cost of the plans are charged to current operations, and the non-service cost components of the net periodic benefit cost of the plans are classified as other expense, net. In addition, certain other union employees are covered by plans provided by their respective union organizations and the Company expenses amounts as paid in accordance with union agreements. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating losses and tax credit carryforwards, as well as the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance will be provided against deferred tax assets if the Company determines it is more likely than not such assets will not ultimately be realized. The Company does not recognize a tax benefit unless it concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in the Company’s judgment, is greater than 50 percent likely to be realized. The Company records interest and penalties related to uncertain tax positions in income tax expense. Revenue Recognition The Company’s sales are divided into two main categories: (i) bottle/can sales and (ii) other sales. Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans. Bottle/can net pricing is based on the invoice price charged to customers reduced by any promotional allowances. Bottle/can net pricing per unit is impacted by the price charged per package, the sales volume generated for each package and the channels in which those packages are sold. Other sales include sales to other Coca‑Cola bottlers, “post-mix” products, transportation revenue and equipment maintenance revenue. Post-mix products are dispensed through equipment 50 that mixes fountain syrups with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses. The Company’s contracts are derived from customer orders, including customer sales incentives, generated through an order processing and replenishment model. Generally, the Company’s service contracts and contracts related to the delivery of specifically identifiable products have a single performance obligation. Revenues do not include sales or other taxes collected from customers. The Company has defined its performance obligations for its contracts as either at a point in time or over time. Bottle/can sales, sales to other Coca‑Cola bottlers and post-mix sales are recognized when control transfers to a customer, which is generally upon delivery and is considered a single point in time (“point in time”). Other sales, which include revenue for service fees related to the repair of cold drink equipment and delivery fees for freight hauling and brokerage services, are recognized over time (“over time”). Revenues related to cold drink equipment repair are recognized as the respective services are completed using a cost-to-cost input method. Repair services are generally completed in less than one day but can extend up to one month . Revenues related to freight hauling and brokerage services are recognized as the delivery occurs using a miles driven output method. Generally, delivery occurs and freight charges are recognized in the same day. Over time sales orders open at the end of a financial period are not material to the consolidated financial statements. Marketing Programs and Sales Incentives The Company participates in various sales programs with The Coca‑Cola Company, other beverage companies and customers to increase the sale of its products. Programs negotiated with customers include arrangements under which allowances can be earned for attaining agreed-upon sales levels. The cost of these various sales incentives is not considered a separate performance obligation and is included as a deduction to net sales. Allowance payments made to customers can be conditional on the achievement of volume targets and/or marketing commitments. Payments made in advance are recorded as prepayments and amortized in the consolidated statements of operations over the relevant period for which the customer commitment is made. In the event there is no separate identifiable benefit or the fair value of such benefit cannot be established, the amortization of the prepayment is included as a deduction to net sales. The nature of the Company’s contracts gives rise to several types of variable consideration, including prospective and retrospective rebates. The Company accounts for its prospective and retrospective rebates using the expected value method, which estimates the net price to the customer based on the customer’s expected annual sales volume projections. Marketing Funding Support The Company receives marketing funding support payments in cash from The Coca‑Cola Company and other beverage companies. Payments to the Company for marketing programs to promote bottle/can sales volume and fountain syrup sales volume are recognized as a reduction of cost of sales, primarily on a per unit basis, as the product is sold. Payments for periodic programs are recognized in the period during which they are earned. Cash consideration received by a customer from a vendor is presumed to be a reduction of the price of the vendor’s products or services. As such, the cash received is accounted for as a reduction of cost of sales unless it is a specific reimbursement of costs or payments for services. Payments the Company receives from The Coca‑Cola Company and other beverage companies for marketing funding support are classified as reductions of cost of sales. Derivative Financial Instruments The Company is subject to the risk of increased costs arising from adverse changes in certain commodity prices. In the normal course of business, the Company manages these risks through a variety of strategies, including the use of commodity derivative instruments. The Company does not use commodity derivative instruments for trading or speculative purposes. These commodity derivative instruments are not designated as hedging instruments under GAAP and are used as “economic hedges” to manage certain commodity price risk. The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk. While the Company would be exposed to credit loss in the event of nonperformance by these counterparties, the Company does not anticipate nonperformance by these counterparties. Commodity derivative instruments held by the Company are marked to market on a monthly basis and recognized in earnings consistent with the expense classification of the underlying hedged item. The Company generally pays a fee for these commodity 51 derivative instruments, which is amortized over the corresponding period of each commodity derivative instrument. Settlements of commodity derivative instruments are included in cash flows from operating activities in the consolidated statements of cash flows. All commodity derivative instruments are recorded at fair value as either assets or liabilities in the consolidated balance sheets. The Company has master agreements with the counterparties to its commodity derivative instruments that provide for net settlement of derivative transactions. Accordingly, the net amounts of derivative assets are recognized in either prepaid expenses and other current assets or other assets in the consolidated balance sheets and the net amounts of derivative liabilities are recognized in either other accrued liabilities or other liabilities in the consolidated balance sheets. Risk Management Programs The Company uses various insurance structures to manage costs related to workers’ compensation, auto liability, medical and other insurable risks. These structures consist of retentions, deductibles, limits and a diverse group of insurers that serve to strategically finance, transfer and mitigate the financial impact of losses to the Company. Losses are accrued using assumptions and procedures followed in the insurance industry, then adjusted for company-specific history and expectations. Cost of Sales Inputs representing a substantial portion of the Company’s cost of sales include: (i) purchases of finished products, (ii) raw material costs, including aluminum cans, plastic bottles and sweetener, (iii) concentrate costs and (iv) manufacturing costs, including labor, overhead and warehouse costs. In addition, cost of sales includes shipping, handling and fuel costs related to the movement of finished products from manufacturing plants to distribution centers, amortization expense of distribution rights, distribution fees of certain products and marketing credits from brand companies. Selling, Delivery and Administrative Expenses SD&A expenses include the following: sales management labor costs, distribution costs resulting from transporting finished products from distribution centers to customer locations, distribution center overhead including depreciation expense, distribution center warehousing costs, delivery vehicles and cold drink equipment, point-of-sale expenses, advertising expenses, cold drink equipment repair costs, amortization of intangible assets and administrative support labor and operating costs. Shipping and Handling Costs Shipping and handling costs related to the movement of finished products from manufacturing plants to distribution centers are included in cost of sales. Shipping and handling costs related to the movement of finished products from distribution centers to customer locations, including distribution center warehousing costs, are included in SD&A expenses and totaled $ 622.1 million in 2020, $ 623.4 million in 2019 and $ 610.7 million in 2018. Stock Compensation In 2008, the stockholders of the Company approved a performance unit award agreement (the “Performance Unit Award Agreement”) for J. Frank Harrison, III, the Chairman of the Board of Directors and Chief Executive Officer of the Company, consisting of 400,000 performance units (“Units”) subject to vesting in annual increments over a 10 -year period starting in fiscal year 2009. The Performance Unit Award Agreement expired at the end of 2018, with the final award issued in the first quarter of 2019 in connection with Mr. Harrison’s services during 2018. In 2018, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) and the Company’s stockholders approved a long-term performance equity plan (the “Long-Term Performance Equity Plan”) to succeed the Performance Unit Award Agreement. Awards granted to Mr. Harrison under the Long-Term Performance Equity Plan are earned based on the Company’s attainment during a performance period of performance measures specified by the Compensation Committee. Mr. Harrison may elect to have awards earned under the Long‑Term Performance Equity Plan settled in cash and/or shares of Class B Common Stock. See Note 3 for additional information on Mr. Harrison’s stock compensation programs. Common Stock and Class B Common Stock The Company has two classes of common stock outstanding, Common Stock and Class B Common Stock. The Common Stock is traded on the NASDAQ Global Select Market under the symbol COKE. There is no established public trading market for the Class B Common Stock. Shares of Class B Common Stock are convertible on a share-for-share basis into shares of Common Stock at any time at the option of the holder. 52 Each share of Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to 20 votes per share at all meetings of the Company’s stockholders. Except as otherwise required by law, holders of the Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the Company’s stockholders, including the election of the Board of Directors. As a result, the holders of the Class B Common Stock control approximately 86 % of the total voting power of the stockholders of the Company and control the election of the Board of Directors. In the event of liquidation, there is no preference between the two classes of common stock. Dividends No cash dividend or dividend of property or stock other than stock of the Company, as specifically described in the Company’s certificate of incorporation, may be declared and paid on the Class B Common Stock unless an equal or greater dividend is declared and paid on the Common Stock. Under the Company’s certificate of incorporation, the Board of Directors may declare dividends on the Common Stock without declaring equal or any dividends on the Class B Common Stock. Notwithstanding this provision, the Class B Common Stock has voting and conversion rights that allow the Class B Common Stock to participate equally on a per share basis with the Common Stock. The Board of Directors has declared, and the Company has paid, dividends on the Common Stock and Class B Common Stock and each class of common stock has participated equally in all dividends declared by the Board of Directors and paid by the Company since 1994. During 2020, 2019 and 2018, dividends of $ 1.00 per share were declared and paid on both Common Stock and Class B Common Stock. Total cash dividends paid were $ 9.4 million per year in 2020, 2019 and 2018. Net Income Per Share The Company applies the two-class method for calculating and presenting net income per share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared or accumulated and participation rights in undistributed earnings. Under this method: (a) Income from continuing operations (“net income”) is reduced by the amount of dividends declared in the current period for each class of stock and by the contractual amount of dividends that must be paid for the current period. (b) The remaining earnings (“undistributed earnings”) are allocated to Common Stock and Class B Common Stock to the extent each security may share in earnings as if all the earnings for the period had been distributed. The total earnings allocated to each security is determined by adding together the amount allocated for dividends and the amount allocated for a participation feature. (c) The total earnings allocated to each security is then divided by the number of outstanding shares of the security to which the earnings are allocated to determine the earnings per share for the security. (d) Basic and diluted net income per share data are presented for each class of common stock. In applying the two-class method, the Company determined undistributed earnings should be allocated equally on a per share basis between the Common Stock and Class B Common Stock due to the aggregate participation rights of the Class B Common Stock (i.e., the voting and conversion rights) and the Company’s history of paying dividends equally on a per share basis on the Common Stock and Class B Common Stock. The Class B Common Stock conversion rights allow the Class B Common Stock to participate in dividends equally with the Common Stock. The Class B Common Stock is convertible into Common Stock on a one -for-one per share basis at any time at the option of the holder. Accordingly, the holders of the Class B Common Stock can participate equally in any dividends declared on the Common Stock by exercising their conversion rights. Basic net income per share excludes potential common shares that were dilutive and is computed by dividing net income available for common stockholders by the weighted average number of Common and Class B Common shares outstanding. Diluted net income per share for Common Stock and Class B Common Stock gives effect to all securities representing potential common shares that were dilutive and outstanding during the period. The Company does no t have anti-dilutive shares. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016‑13, “Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected credit losses at the point a loss is probable to occur, rather than expected to occur, which will generally result in earlier recognition of allowances for credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016‑13 in 2020 and the adoption did not have a material impact on its consolidated financial statements. 53 In August 2018, the FASB issued ASU 2018‑13, “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” which removes, modifies and adds certain disclosure requirements in Accounting Standards Codification Topic 820, Fair Value Measurement. This ASU is effective for annual and interim reporting periods beginning after December 15, 2019. Certain amendments must be applied prospectively while others are to be applied on a retrospective basis to all periods presented. The Company adopted ASU 2018‑13 in 2020 and has updated disclosures in this report. See Note 16 for additional information. In August 2018, the FASB issued ASU 2018‑14, “Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans,” which is effective for fiscal years ending after December 15, 2020. Under this guidance, removed disclosures include the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, the amount and timing of assets expected to be returned to the employer, certain related party disclosures, and the effects of a one-percentage-point change in the assumed health care cost trend rates. Additional disclosures include an explanation of the reasons for significant gains and losses related to the benefit obligation for the period. The Company adopted ASU 2018‑14 in 2020 and has updated disclosures in this report. See Note 18 for additional information. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019‑12, “Simplifying the Accounting for Income Taxes,” which will simplify the accounting for income taxes by removing certain exceptions to the general principles in income tax accounting and improve consistent application of and simplify GAAP for other areas of income tax accounting by clarifying and amending existing guidance. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company evaluated the impact ASU 2019‑12 will have on its consolidated financial statements and does not expect a material impact upon adoption in 2021. 2. Piedmont Coca-Cola Bottling Partnership The Company and The Coca‑Cola Company formed Piedmont Coca-Cola Bottling Partnership (“Piedmont”) in 1993 to distribute and market nonalcoholic beverages primarily in portions of North Carolina and South Carolina. On December 9, 2020, an indirect wholly owned subsidiary of the Company purchased the remaining 22.7 % general partnership interest in Piedmont from an indirect wholly owned subsidiary of The Coca‑Cola Company for $ 100 million, and Piedmont became an indirect wholly owned subsidiary of the Company. Piedmont was subsequently merged with and into CCBCC Operations, LLC, a wholly owned subsidiary of the Company, effective December 28, 2020. Noncontrolling interest income, which was included in net income on the Company’s consolidated statements of operations, represented the portion of Piedmont owned by The Coca‑Cola Company and was $ 9.6 million in 2020, $ 7.2 million in 2019 and $ 4.8 million in 2018. In addition, the amount of consolidated net income attributable to both the Company and noncontrolling interest are shown on the Company’s consolidated statements of operations. Noncontrolling interest is included in the equity section of the Company’s consolidated balance sheets and totaled $ 104.2 million on December 29, 2019. 3. Related Party Transactions The Coca‑Cola Company The Company’s business consists primarily of the distribution, marketing and manufacture of nonalcoholic beverages of The Coca‑Cola Company, which is the sole owner of the formulas under which the primary components of its soft drink products, either concentrate or syrup, are manufactured. J. Frank Harrison, III, together with the trustees of certain trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr., control shares representing approximately 86 % of the total voting power of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis. As of December 31, 2020, The Coca‑Cola Company owned approximately 27 % of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis, representing approximately 5 % of the total voting power of the Company’s Common Stock and Class B Common Stock voting together. The number of shares of the Company’s Common Stock currently held by The Coca‑Cola Company gives it the right to have a designee proposed by the Company for nomination to the Company’s Board of Directors in the Company’s annual proxy statement. J. Frank Harrison, III and the trustees of the J. Frank Harrison, Jr. family trusts described above, have agreed to vote the shares of the Company’s Class B Common Stock that they control in favor of such designee. The Coca‑Cola Company does not own any shares of the Company’s Class B Common Stock. 54 The following table summarizes the significant transactions between the Company and The Coca‑Cola Company: Fiscal Year (in thousands) 2020 2019 2018 Payments made by the Company to The Coca-Cola Company for: Concentrate, syrup, sweetener and other purchases $ 1,174,616 $ 1,187,889 $ 1,188,818 Customer marketing programs 132,874 144,949 145,019 Purchase of noncontrolling interest in Piedmont 100,000 — — Cold drink equipment parts 21,523 28,209 30,065 Brand investment programs 15,479 13,266 9,063 Payments made by The Coca-Cola Company to the Company for: Marketing funding support payments $ 82,967 $ 98,013 $ 86,483 Fountain delivery and equipment repair fees 32,810 41,714 40,023 Presence marketing funding support on the Company’s behalf 8,434 8,002 8,311 Facilitating the distribution of certain brands and packages to other Coca-Cola bottlers 4,538 5,069 9,683 Cold drink equipment — — 3,789 Legacy Facilities Credit (excluding portion related to Mobile, Alabama facility) — — 1,320 In fiscal 2017 (“2017”), The Coca‑Cola Company agreed to provide the Company a fee to compensate the Company for the net economic impact of changes made by The Coca‑Cola Company to the authorized pricing on sales of covered beverages produced at certain manufacturing plants owned by the Company (the “Legacy Facilities Credit”). The Company immediately recognized the portion of the Legacy Facilities Credit applicable to a regional manufacturing plant in Mobile, Alabama, which the Company divested in 2017, and the remaining balance of the Legacy Facilities Credit will be amortized as a reduction to cost of sales over a period of 40 years. The portion of the deferred liability that is expected to be amortized in the next 12 months is classified as current. Coca‑Cola Refreshments USA, Inc. The CBA requires the Company to make quarterly sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in certain distribution territories the Company acquired from CCR. These sub-bottling payments are based on gross profit derived from the Company’s sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, a beverage product or certain cross-licensed brands. Sub-bottling payments to CCR were $ 43.4 million in 2020, $ 27.2 million in 2019 and $ 24.7 million in 2018. The following table summarizes the liability recorded by the Company to reflect the estimated fair value of contingent consideration related to future sub‑bottling payments to CCR: (in thousands) December 31, 2020 December 29, 2019 Current portion of acquisition related contingent consideration $ 36,020 $ 41,087 Noncurrent portion of acquisition related contingent consideration 398,674 405,597 Total acquisition related contingent consideration $ 434,694 $ 446,684 Upon the conversion of the Company’s then-existing bottling agreements in 2017 pursuant to the CBA, the Company received a fee from CCR (the “Territory Conversion Fee”). The Territory Conversion Fee was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years. The portion of the deferred liability that is expected to be amortized in the next 12 months is classified as current. Southeastern Container (“Southeastern”) The Company is a shareholder of Southeastern, a plastic bottle manufacturing cooperative. The Company accounts for Southeastern as an equity method investment. The Company’s investment in Southeastern, which was classified as other assets in the consolidated balance sheets, was $ 21.9 million as of December 31, 2020 and $ 23.2 million as of December 29, 2019. South Atlantic Canners, Inc. (“SAC”) The Company is a shareholder of SAC, a manufacturing cooperative located in Bishopville, South Carolina. All of SAC’s shareholders are Coca‑Cola bottlers and each has equal voting rights. The Company accounts for SAC as an equity method 55 investment. The Company’s investment in SAC, which was classified as other assets in the consolidated balance sheets, was $ 8.0 million as of December 31, 2020 and $ 8.2 million as of December 29, 2019. The Company also guarantees a portion of SAC’s debt; see Note 21 for additional information. The Company receives a fee for managing the day-to-day operations of SAC pursuant to a management agreement. Proceeds from management fees received from SAC, which were classified as a reduction to cost of sales in the consolidated statements of operations, were $ 9.0 million in 2020, $ 9.1 million in 2019 and $ 9.0 million in 2018. Coca‑Cola Bottlers’ Sales & Services Company, LLC (“CCBSS”) Along with all other Coca‑Cola bottlers in the United States and Canada, the Company is a member of CCBSS, a company formed to provide certain procurement and other services with the intention of enhancing the efficiency and competitiveness of the Coca‑Cola bottling system. The Company accounts for CCBSS as an equity method investment and its investment in CCBSS is not material. CCBSS negotiates the procurement for the majority of the Company’s raw materials, excluding concentrate, and the Company receives a rebate from CCBSS for the purchase of these raw materials. The Company had rebates due from CCBSS of $ 6.3 million on December 31, 2020 and $ 10.0 million on December 29, 2019, which were classified as accounts receivable, other in the consolidated balance sheets. In addition, the Company pays an administrative fee to CCBSS for its services. The Company incurred administrative fees to CCBSS of $ 2.5 million in 2020, $ 2.3 million in 2019 and $ 2.8 million in 2018, which were classified as SD&A expenses in the consolidated statements of operations. CONA Services LLC (“CONA”) The Company is a member of CONA, an entity formed with The Coca‑Cola Company and certain other Coca‑Cola bottlers to provide business process and information technology services to its members. The Company accounts for CONA as an equity method investment. The Company’s investment in CONA, which was classified as other assets in the consolidated balance sheets, was $ 11.5 million as of December 31, 2020 and $ 10.5 million as of December 29, 2019. Pursuant to an amended and restated master services agreement with CONA, the Company is authorized to use the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca‑Cola bottlers. In exchange for the Company’s rights to use the CONA System and receive CONA-related services, it is charged service fees by CONA. The Company incurred CONA service fees of $ 22.0 million in 2020, $ 22.2 million in 2019 and $ 21.5 million in 2018. Related Party Leases The Company leases its headquarters office facility and an adjacent office facility in Charlotte, North Carolina from Beacon Investment Corporation (“Beacon”), of which J. Frank Harrison, III is the majority stockholder and Morgan H. Everett, Vice Chair of the Company’s Board of Directors, is a minority stockholder. During the first quarter of 2020, the Company entered into a new lease agreement, effective January 1, 2020, with Beacon to continue to lease its corporate facilities. The new lease expires on December 31, 2029. The principal balance outstanding under the new operating lease was $ 30.8 million on December 31, 2020 and the principal balance outstanding under the previous financing lease, which was replaced by the new operating lease, was $ 6.8 million on December 29, 2019. The annual base rent the Company is obligated to pay under the new operating lease is subject to an adjustment for an inflation factor. The previous financing lease included contingent rental payments that were a result of changes in the Consumer Price Index minimum and were recorded as adjustments to interest expense, net on the Company’s consolidated statements of operations. Rental payments related to this lease were $ 3.3 million in 2020, $ 4.5 million in 2019 and $ 4.4 million in 2018. The Company leases the Snyder Production Center and an adjacent sales facility in Charlotte, North Carolina from Harrison Limited Partnership One (“HLP”), which is directly and indirectly owned by trusts of which J. Frank Harrison, III and Sue Anne H. Wells, a director of the Company, are trustees and beneficiaries and of which Morgan H. Everett is a permissible, discretionary beneficiary. During the third quarter of 2020, the Company entered into an amendment to this lease, effective June 30, 2020, with HLP to extend the term of the lease agreement by 15 years from January 1, 2021 through December 31, 2035. The principal balance outstanding under the amended financing lease was $ 61.9 million on December 31, 2020 and the principal balance outstanding under the lease, prior to being amended, was $ 4.3 million on December 29, 2019. The annual base rent the 56 Company is obligated to pay under the amended financing lease is subject to an adjustment for an inflation factor. Rental payments related to this lease were $ 4.5 million in 2020, $ 4.4 million in 2019 and $ 4.2 million in 2018. Long-Term Performance Equity Plan In 2018, the Compensation Committee and the Company’s stockholders approved the Long-Term Performance Equity Plan, which compensates J. Frank Harrison, III based on the Company’s performance. The Long-Term Performance Equity Plan succeeded the Performance Unit Award Agreement upon its expiration. Awards granted to Mr. Harrison under the Long-Term Performance Equity Plan are earned based on the Company’s attainment during a performance period of certain performance measures, each as specified by the Compensation Committee. These awards may be settled in cash and/or shares of Class B Common Stock, based on the average of the closing prices of shares of Common Stock during the last 20 trading days of the performance period. Compensation expense for the Long-Term Performance Equity Plan, which is included in SD&A expenses on the consolidated statements of operations, was $ 9.2 million in 2020, $ 12.9 million in 2019 and $ 2.0 million in 2018. During 2019 and 2018, J. Frank Harrison, III received shares of the Company’s Class B Common Stock in connection with his services as Chairman of the Board of Directors and Chief Executive Officer of the Company during the prior year, pursuant to the Performance Unit Award Agreement. The Performance Unit Award Agreement expired at the end of 2018, with the final award issued in 2019. As permitted under the terms of the Performance Unit Award Agreement, a number of shares were settled in cash each year to satisfy tax withholding obligations in connection with the vesting of the performance units. The remaining number of shares increased the total shares of Class B Common Stock outstanding. A summary of the awards issued in 2019 and 2018 is as follows: Fiscal Year 2019 2018 Date of approval for award March 5, 2019 March 6, 2018 Fiscal year of service covered by award 2018 2017 Shares settled in cash 15,476 16,504 Increase in Class B Common Stock shares outstanding 19,224 20,296 Total Class B Common Stock awarded 34,700 36,800 Compensation expense for the awards issued pursuant to the Performance Unit Award Agreement, recognized based on the closing share price of Common Stock as of the last trading day prior to the end of each fiscal period, was $ 2.0 million in 2019 and $ 5.6 million in 2018. 4. Revenue Recognition The Company’s sales are divided into two main categories: (i) bottle/can sales and (ii) other sales. Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans. Bottle/can net pricing is based on the invoice price charged to customers reduced by any promotional allowances. Bottle/can net pricing per unit is impacted by the price charged per package, the sales volume generated for each package and the channels in which those packages are sold. Other sales include sales to other Coca‑Cola bottlers, “post-mix” products, transportation revenue and equipment maintenance revenue. Post-mix products are dispensed through equipment that mixes fountain syrups with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses. The Company’s contracts are derived from customer orders, including customer sales incentives, generated through an order processing and replenishment model. Generally, the Company’s service contracts and contracts related to the delivery of specifically identifiable products have a single performance obligation. Revenues do not include sales or other taxes collected from customers. The Company has defined its performance obligations for its contracts as either at a point in time or over time. Bottle/can sales, sales to other Coca‑Cola bottlers and post-mix sales are recognized when control transfers to a customer, which is generally upon delivery and is considered a single point in time. Point in time sales accounted for approximately 97 % of the Company’s net sales in 2020, 96 % of the Company’s net sales in 2019 and 97 % of the Company’s net sales in 2018. Other sales, which include revenue for service fees related to the repair of cold drink equipment and delivery fees for freight hauling and brokerage services, are recognized over time. Revenues related to cold drink equipment repair are recognized as the respective services are completed using a cost-to-cost input method. Repair services are generally completed in less than one day but can extend up to one month . Revenues related to freight hauling and brokerage services are recognized as the delivery occurs using a miles driven output method. Generally, delivery occurs and freight charges are recognized in the same day. Over time sales orders open at the end of a financial period are not material to the consolidated financial statements. 57 The following table represents a disaggregation of revenue from contracts with customers: Fiscal Year (in thousands) 2020 2019 2018 Point in time net sales: Nonalcoholic Beverages - point in time $ 4,842,934 $ 4,649,037 $ 4,467,945 Total point in time net sales 4,842,934 4,649,037 4,467,945 Over time net sales: Nonalcoholic Beverages - over time 36,236 45,391 44,373 All Other - over time 128,187 132,121 113,046 Total over time net sales 164,423 177,512 157,419 Total net sales $ 5,007,357 $ 4,826,549 $ 4,625,364 The Company’s allowance for doubtful accounts in the consolidated balance sheets includes a reserve for customer returns and an allowance for credit losses. The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1 % of bottle/can sales and post-mix sales could be at risk for return by customers. Returned product is recognized as a reduction to net sales. The Company’s reserve for customer returns was $ 3.6 million as of both December 31, 2020 and December 29, 2019. The Company estimates an allowance for credit losses, based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to balances previously written off, in order to present the net amount expected to be collected. Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses. Following is a summary of activity for the allowance for credit losses during 2020: (in thousands) Fiscal Year 2020 Beginning balance - allowance for credit losses $ 10,232 Additions charged to costs and expenses 14,265 Write-offs, net of recoveries ( 6,427 ) Ending balance - allowance for credit losses $ 18,070 5. Segments The Company evaluates segment reporting in accordance with the FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Operating Decision Maker (the “CODM”). The Company has concluded the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer, as a group, represent the CODM. Asset information is not provided to the CODM. The Company believes three operating segments exist. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated net sales and income from operations. The additional two operating segments do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.” The Company’s segment results are as follows: Fiscal Year (in thousands) 2020 2019 2018 Net sales: Nonalcoholic Beverages $ 4,879,170 $ 4,694,428 $ 4,512,318 All Other 332,728 345,005 358,625 Eliminations (1) ( 204,541 ) ( 212,884 ) ( 245,579 ) Consolidated net sales $ 5,007,357 $ 4,826,549 $ 4,625,364 Income from operations: Nonalcoholic Beverages $ 324,716 $ 174,133 $ 45,519 All Other ( 11,338 ) 6,621 12,383 Consolidated income from operations $ 313,378 $ 180,754 $ 57,902 58 Fiscal Year (in thousands) 2020 2019 2018 Depreciation and amortization: Nonalcoholic Beverages $ 167,355 $ 169,879 $ 177,448 All Other 11,662 10,037 9,808 Consolidated depreciation and amortization $ 179,017 $ 179,916 $ 187,256 (1) The entire net sales elimination represents net sales from the All Other segment to the Nonalcoholic Beverages segment. Sales between these segments are recognized at either fair market value or cost depending on the nature of the transaction. 6. Net Income (Loss) Per Share The following table sets forth the computation of basic net income (loss) per share and diluted net income (loss) per share under the two-class method. See Note 1 for additional information related to net income (loss) per share. Fiscal Year (in thousands, except per share data) 2020 2019 2018 Numerator for basic and diluted net income (loss) per Common Stock and Class B Common Stock share: Net income (loss) attributable to Coca-Cola Consolidated, Inc. $ 172,493 $ 11,375 $ ( 19,930 ) Less dividends: Common Stock 7,141 7,141 7,141 Class B Common Stock 2,233 2,228 2,212 Total undistributed earnings (losses) $ 163,119 $ 2,006 $ ( 29,283 ) Common Stock undistributed earnings (losses) – basic $ 124,275 $ 1,529 $ ( 22,365 ) Class B Common Stock undistributed earnings (losses) – basic 38,844 477 ( 6,918 ) Total undistributed earnings (losses) – basic $ 163,119 $ 2,006 $ ( 29,283 ) Common Stock undistributed earnings (losses) – diluted $ 123,563 $ 1,521 $ ( 22,365 ) Class B Common Stock undistributed earnings (losses) – diluted 39,556 485 ( 6,918 ) Total undistributed earnings (losses) – diluted $ 163,119 $ 2,006 $ ( 29,283 ) Numerator for basic net income (loss) per Common Stock share: Dividends on Common Stock $ 7,141 $ 7,141 $ 7,141 Common Stock undistributed earnings (losses) – basic 124,275 1,529 ( 22,365 ) Numerator for basic net income (loss) per Common Stock share $ 131,416 $ 8,670 $ ( 15,224 ) Numerator for basic net income (loss) per Class B Common Stock share: Dividends on Class B Common Stock $ 2,233 $ 2,228 $ 2,212 Class B Common Stock undistributed earnings (losses) – basic 38,844 477 ( 6,918 ) Numerator for basic net income (loss) per Class B Common Stock share $ 41,077 $ 2,705 $ ( 4,706 ) Numerator for diluted net income (loss) per Common Stock share: Dividends on Common Stock $ 7,141 $ 7,141 $ 7,141 Dividends on Class B Common Stock assumed converted to Common Stock 2,233 2,228 2,212 Common Stock undistributed earnings (losses) – diluted 163,119 2,006 ( 29,283 ) Numerator for diluted net income (loss) per Common Stock share $ 172,493 $ 11,375 $ ( 19,930 ) Numerator for diluted net income (loss) per Class B Common Stock share: Dividends on Class B Common Stock $ 2,233 $ 2,228 $ 2,212 Class B Common Stock undistributed earnings (losses) – diluted 39,556 485 ( 6,918 ) Numerator for diluted net income (loss) per Class B Common Stock share $ 41,789 $ 2,713 $ ( 4,706 ) 59 Fiscal Year (in thousands, except per share data) 2020 2019 2018 Denominator for basic net income (loss) per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding – basic 7,141 7,141 7,141 Class B Common Stock weighted average shares outstanding – basic 2,232 2,229 2,209 Denominator for diluted net income (loss) per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding – diluted (assumes conversion of Class B Common Stock to Common Stock) 9,427 9,417 9,350 Class B Common Stock weighted average shares outstanding – diluted 2,286 2,276 2,209 Basic net income (loss) per share: Common Stock $ 18.40 $ 1.21 $ ( 2.13 ) Class B Common Stock $ 18.40 $ 1.21 $ ( 2.13 ) Diluted net income (loss) per share: Common Stock $ 18.30 $ 1.21 $ ( 2.13 ) Class B Common Stock $ 18.28 $ 1.19 $ ( 2.13 ) NOTES TO TABLE (1) For purposes of the diluted net income (loss) per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted; therefore, 100 % of undistributed earnings (losses) is allocated to Common Stock. (2) For purposes of the diluted net income (loss) per share computation for Class B Common Stock, weighted average shares of Class B Common Stock are assumed to be outstanding for the entire period and not converted. (3) For periods presented during which the Company has net income, the denominator for diluted net income per share for Common Stock and Class B Common Stock included the dilutive effect of shares relative to the Long-Term Performance Equity Plan and the Performance Unit Award Agreement. For periods presented during which the Company has net loss, the unvested performance units granted pursuant to the Long-Term Performance Equity Plan and the Performance Unit Award Agreement are excluded from the calculation of diluted net loss per share, as the effect of these awards would be anti-dilutive. See Note 3 for additional information on the Long-Term Performance Equity Plan and the Performance Unit Award Agreement. (4) The Long-Term Performance Equity Plan awards may be settled in cash and/or shares of the Company’s Class B Common Stock. Once an election has been made to settle an award in cash, the dilutive effect of shares relative to such award is prospectively removed from the denominator for the calculation of diluted net income (loss) per share. (5) The Company did no t have anti-dilutive shares for any periods presented. 7. Inventories Inventories consisted of the following: (in thousands) December 31, 2020 December 29, 2019 Finished products $ 140,080 $ 142,363 Manufacturing materials 47,081 45,267 Plastic shells, plastic pallets and other inventories 38,596 38,296 Total inventories $ 225,757 $ 225,926 60 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (in thousands) December 31, 2020 December 29, 2019 Repair parts $ 26,811 $ 28,967 Prepaid taxes 8,428 4,359 Prepaid software 6,650 5,850 Prepaid marketing 4,773 5,658 Commodity hedges at fair market value 2,417 1,007 Prepayments for sponsorship contracts 569 8,696 Other prepaid expenses and other current assets 24,498 14,924 Total prepaid expenses and other current assets $ 74,146 $ 69,461 9. Assets Held for Sale The Company is in the process of integrating its Memphis, Tennessee manufacturing plant with its West Memphis, Arkansas operations, which is expected to greatly expand its West Memphis production capabilities and to reduce its overall production costs. Additionally, the Company is planning to open a new, automated distribution center in Whitestown, Indiana by the spring of 2021, which will allow the Company to consolidate its Anderson, Bloomington, Lafayette, Shelbyville and Speedway, Indiana warehousing and distribution operations into this one new facility. The increased capacity and automation in Whitestown will allow the Company to optimize its supply chain and to better serve its customers and consumers in Indiana and the surrounding areas. As of December 31, 2020, certain locations of the Company, which are primarily those included in the Company’s supply chain optimization discussed above, met the accounting guidance criteria to be classified as assets held for sale. All locations classified as held for sale are included in the Nonalcoholic Beverages segment. There are not any liabilities held for sale associated with these locations and none meet the accounting guidance criteria to be classified as discontinued operations. Following is a summary of the assets held for sale: (in thousands) December 31, 2020 Land $ 2,559 Buildings and leasehold and land improvements 3,870 Assets held for sale $ 6,429 An impairment of $ 1.6 million was recorded in 2020 for these locations as a result of the net book value exceeding the agreed upon purchase price of one of the locations. This impairment was recorded within cost of sales on the consolidated statements of operations and within impairment of property, plant and equipment on the consolidated statements of cash flows. 10. Property, Plant and Equipment, Net The principal categories and estimated useful lives of property, plant and equipment, net were as follows: (in thousands) December 31, 2020 December 29, 2019 Estimated Useful Lives Land $ 81,981 $ 76,860 Buildings 240,173 223,500 8 - 50 years Machinery and equipment 392,998 355,575 5 - 20 years Transportation equipment 445,218 417,532 4 - 20 years Furniture and fixtures 96,606 92,059 3 - 10 years Cold drink dispensing equipment 465,881 489,050 5 - 17 years Leasehold and land improvements 155,077 145,341 5 - 20 years Software for internal use 46,569 128,792 3 - 10 years Construction in progress 54,505 29,369 Total property, plant and equipment, at cost 1,979,008 1,958,078 Less: Accumulated depreciation and amortization 956,286 960,675 Property, plant and equipment, net $ 1,022,722 $ 997,403 61 During 2020, 2019 and 2018, the Company performed periodic reviews of property, plant and equipment and determined no material impairment existed. 11. Leases Following is a summary of the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: December 31, 2020 December 29, 2019 Weighted average remaining lease term: Operating leases 9.4 years 10.2 years Financing leases 13.4 years 4.8 years Weighted average discount rate: Operating leases 4.0 % 4.1 % Financing leases 3.2 % 5.7 % Following is a summary of the Company’s leases within the Company’s consolidated statements of operations: Fiscal Year (in thousands) 2020 2019 Operating lease costs $ 24,823 $ 18,820 Short-term and variable leases 15,305 13,605 Depreciation expense from financing leases (1) 4,678 5,967 Interest expense on financing lease obligations (1) 1,728 2,714 Total lease cost $ 46,534 $ 41,106 (1) During 2018, the Company had depreciation expense from capital leases of $ 5.9 million and interest expense on capital lease obligations of $ 3.3 million. The future minimum lease payments related to the Company’s leases include renewal options the Company has determined to be reasonably certain and exclude payments to landlords for real estate taxes and common area maintenance. Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of December 31, 2020 : (in thousands) Operating Leases Financing Leases Total 2021 $ 24,056 $ 7,079 $ 31,135 2022 20,970 7,145 28,115 2023 18,125 7,201 25,326 2024 15,330 7,396 22,726 2025 13,747 7,593 21,340 Thereafter 77,353 55,827 133,180 Total minimum lease payments including interest $ 169,581 $ 92,241 $ 261,822 Less: Amounts representing interest 29,892 16,397 46,289 Present value of minimum lease principal payments 139,689 75,844 215,533 Less: Current portion of lease liabilities - operating and financing leases 19,766 5,860 25,626 Noncurrent portion of lease liabilities - operating and financing leases $ 119,923 $ 69,984 $ 189,907 62 Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of December 29, 2019: (in thousands) Operating Leases Financing Leases Total 2020 $ 19,236 $ 10,611 $ 29,847 2021 16,815 6,215 23,030 2022 14,016 2,694 16,710 2023 11,704 2,750 14,454 2024 10,989 2,808 13,797 Thereafter 67,556 5,406 72,962 Total minimum lease payments including interest $ 140,316 $ 30,484 $ 170,800 Less: Amounts representing interest 27,527 3,678 31,205 Present value of minimum lease principal payments 112,789 26,806 139,595 Less: Current portion of lease liabilities - operating and financing leases 15,024 9,403 24,427 Noncurrent portion of lease liabilities - operating and financing leases $ 97,765 $ 17,403 $ 115,168 Following is a summary of the Company’s leases within the consolidated statements of cash flows: Fiscal Year (in thousands) 2020 2019 Cash flows from operating activities impact: Operating leases $ 24,718 $ 18,138 Interest payments on financing lease obligations (1) 1,728 2,714 Total cash flows from operating activities impact $ 26,446 $ 20,852 Cash flows from financing activities impact: Principal payments on financing lease obligations (1) $ 5,861 $ 8,656 Total cash flows from financing activities impact $ 5,861 $ 8,656 (1) During 2018, the Company had principal payments on capital lease obligations of $ 8.1 million and interest payments on capital lease obligations of $ 3.3 million. As of December 31, 2020, the Company did not have future lease commitments that had not yet commenced. 12. Distribution Agreements, Net Distribution agreements, net, which are amortized on a straight-line basis and have an estimated useful life of 10 to 40 years, consisted of the following: (in thousands) December 31, 2020 December 29, 2019 Distribution agreements at cost $ 952,533 $ 950,549 Less: Accumulated amortization 98,780 74,453 Distribution agreements, net $ 853,753 $ 876,096 A reconciliation of the activity for distribution agreements, net in 2020 and 2019 is as follows: Fiscal Year (in thousands) 2020 2019 Beginning balance - distribution agreements, net $ 876,096 $ 900,383 Other distribution agreements 1,984 ( 10 ) Additional accumulated amortization ( 24,327 ) ( 24,277 ) Ending balance - distribution agreements, net $ 853,753 $ 876,096 Assuming no impairment of distribution agreements, net, amortization expense in future years based upon recorded amounts as of December 31, 2020 will be $ 24.5 million for each fiscal year 2021 through 2025. 63 13. Customer Lists, Net Customer lists, net, which are amortized on a straight-line basis and have an estimated useful life of five to 12 years, consisted of the following: (in thousands) December 31, 2020 December 29, 2019 Customer lists at cost $ 25,288 $ 25,288 Less: Accumulated amortization 12,484 10,645 Customer lists, net $ 12,804 $ 14,643 Assuming no impairment of customer lists, net, amortization expense in future years based upon recorded amounts as of December 31, 2020 will be approximately $ 1.7 million for each fiscal year 2021 through 2025. 14. Other Accrued Liabilities Other accrued liabilities consisted of the following: (in thousands) December 31, 2020 December 29, 2019 Accrued insurance costs $ 48,318 $ 44,584 Accrued marketing costs 38,539 34,947 Current portion of acquisition related contingent consideration 36,020 41,087 Employee and retiree benefit plan accruals 31,653 33,699 Current portion of deferred payroll taxes under CARES Act 18,706 — Accrued taxes (other than income taxes) 6,178 6,366 Checks and transfers yet to be presented for payment from zero balance cash accounts 2,793 20,199 Federal income taxes — 1,651 Commodity hedges at fair market value — 1,174 All other accrued expenses 22,934 25,127 Total other accrued liabilities $ 205,141 $ 208,834 The Company has taken advantage of certain provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which allow an employer to defer the deposit and payment of the employer’s portion of social security taxes that would otherwise be due on or after March 27, 2020 and before January 1, 2021. The law permits an employer to deposit half of these deferred payments by December 31, 2021 and the other half by December 31, 2022. The Company intends to repay a portion of the deferred payroll taxes in the next 12 months and has classified this portion as current. 15. Derivative Financial Instruments The Company is subject to the risk of increased costs arising from adverse changes in certain commodity prices. In the normal course of business, the Company manages these risks through a variety of strategies, including the use of commodity derivative instruments. The Company does not use commodity derivative instruments for trading or speculative purposes. These commodity derivative instruments are not designated as hedging instruments under GAAP and are used as “economic hedges” to manage certain commodity price risk. The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk. While the Company would be exposed to credit loss in the event of nonperformance by these counterparties, the Company does not anticipate nonperformance by these counterparties. Commodity derivative instruments held by the Company are marked to market on a monthly basis and recognized in earnings consistent with the expense classification of the underlying hedged item. The Company generally pays a fee for these commodity derivative instruments, which is amortized over the corresponding period of each commodity derivative instrument. Settlements of commodity derivative instruments are included in cash flows from operating activities in the consolidated statements of cash flows. The following table summarizes pre-tax changes in the fair values of the Company’s commodity derivative instruments and the classification of such changes in the consolidated statements of operations: Fiscal Year (in thousands) 2020 2019 2018 Cost of sales $ 1,996 $ 6,602 $ ( 10,376 ) Selling, delivery and administrative expenses 791 3,536 ( 4,349 ) Total gain (loss) $ 2,787 $ 10,138 $ ( 14,725 ) 64 All commodity derivative instruments are recorded at fair value as either assets or liabilities in the consolidated balance sheets. The Company has master agreements with the counterparties to its commodity derivative instruments that provide for net settlement of derivative transactions. Accordingly, the net amounts of derivative assets are recognized in either prepaid expenses and other current assets or other assets in the consolidated balance sheets and the net amounts of derivative liabilities are recognized in either other accrued liabilities or other liabilities in the consolidated balance sheets. The following table summarizes the fair values of the Company’s commodity derivative instruments and the classification of such instruments in the consolidated balance sheets: (in thousands) December 31, 2020 December 29, 2019 Assets: Prepaid expenses and other current assets $ 2,417 $ 1,007 Other assets 56 — Total assets $ 2,473 $ 1,007 Liabilities: Other accrued liabilities $ — $ 1,174 Total liabilities $ — $ 1,174 The following table summarizes the Company’s gross commodity derivative instrument assets and gross commodity derivative instrument liabilities in the consolidated balance sheets: (in thousands) December 31, 2020 December 29, 2019 Gross commodity derivative instrument assets $ 2,473 $ 3,298 Gross commodity derivative instrument liabilities — 3,465 The following table summarizes the Company’s outstanding commodity derivative instruments: (in thousands) December 31, 2020 December 29, 2019 Notional amount of outstanding commodity derivative instruments $ 23,030 $ 171,699 Latest maturity date of outstanding commodity derivative instruments December 2021 December 2020 16. Fair Values of Financial Instruments GAAP requires assets and liabilities carried at fair value to be classified and disclosed in one of the following categories: • Level 1: Quoted market prices in active markets for identical assets or liabilities. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs that are not corroborated by market data. 65 The following methods and assumptions were used by the Company in estimating the fair values of its financial instruments. There were no transfers of assets or liabilities between levels in any period presented. Financial Instrument Fair Value Level Method and Assumptions Deferred compensation plan assets and liabilities Level 1 The fair value of the Company’s nonqualified deferred compensation plan for certain executives and other highly compensated employees is based on the fair values of associated assets and liabilities, which are held in mutual funds and are based on the quoted market values of the securities held within the mutual funds. Pension plan assets Level 1 The fair values of the Company’s Level 1 pension plan assets, which are equity securities and fixed income investment vehicles, are valued using the quoted market prices of those securities which are actively traded on national exchanges. Pension plan assets Level 2 The fair values of the Company’s Level 2 pension plan assets, which are investments that are pooled with other investments in a commingled fund, are valued using the net asset value produced by the fund manager. The assets within the commingled funds have a readily determinable fair market value. Commodity derivative instruments Level 2 The fair values of the Company’s commodity derivative instruments are based on current settlement values at each balance sheet date, which represent the estimated amounts the Company would have received or paid upon termination of these instruments. The Company’s credit risk related to the commodity derivative instruments is managed by requiring high standards for its counterparties and periodic settlements. The Company considers nonperformance risk in determining the fair values of commodity derivative instruments. Long-term debt Level 2 The carrying amounts of the Company’s variable rate debt approximate the fair values due to variable interest rates with short reset periods. The fair values of the Company’s fixed rate debt are based on estimated current market prices. Acquisition related contingent consideration Level 3 The fair value of the Company’s acquisition related contingent consideration is based on internal forecasts and the WACC derived from market data. The following tables summarize the carrying amounts and fair values by level of the Company’s deferred compensation plan assets and liabilities, pension plan assets, commodity derivative instruments, long-term debt and acquisition related contingent consideration: December 31, 2020 (in thousands) Carrying Amount Total Fair Value Fair Value Level 1 Fair Value Level 2 Fair Value Level 3 Assets: Deferred compensation plan assets $ 51,742 $ 51,742 $ 51,742 $ — $ — Pension plan assets 319,699 319,699 308,849 10,850 — Commodity derivative instruments 2,473 2,473 — 2,473 — Liabilities: Deferred compensation plan liabilities 51,742 51,742 51,742 — — Long-term debt 940,465 1,015,700 — 1,015,700 — Acquisition related contingent consideration 434,694 434,694 — — 434,694 December 29, 2019 (in thousands) Carrying Amount Total Fair Value Fair Value Level 1 Fair Value Level 2 Fair Value Level 3 Assets: Deferred compensation plan assets $ 42,543 $ 42,543 $ 42,543 $ — $ — Pension plan assets 276,085 276,085 276,085 — — Commodity derivative instruments 1,007 1,007 — 1,007 — Liabilities: Deferred compensation plan liabilities 42,543 42,543 42,543 — — Commodity derivative instruments 1,174 1,174 — 1,174 — Long-term debt 1,029,920 1,058,700 — 1,058,700 — Acquisition related contingent consideration 446,684 446,684 — — 446,684 The acquisition related contingent consideration was valued using a probability weighted discounted cash flow model based on internal forecasts and the WACC derived from market data, which are considered Level 3 inputs. Each reporting period, the Company adjusts its acquisition related contingent consideration liability related to the distribution territories to fair value by discounting future expected sub-bottling payments required under the CBA using the Company’s estimated WACC. 66 The future expected sub-bottling payments extend through the life of applicable distribution assets acquired from CCR, which is generally 40 years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the amounts that will be paid in the future under the CBA, and current sub-bottling payments (all Level 3 inputs). Changes in any of these Level 3 inputs, particularly the underlying risk-free interest rate used to estimate the Company’s WACC, could result in material changes to the fair value of the acquisition related contingent consideration liability and could materially impact the amount of non-cash expense (or income) recorded each reporting period. The acquisition related contingent consideration liability is the Company’s only Level 3 asset or liability. A summary of the Level 3 activity is as follows: Fiscal Year (in thousands) 2020 2019 Beginning balance - Level 3 liability $ 446,684 $ 382,898 Payment of acquisition related contingent consideration ( 43,400 ) ( 27,182 ) Reclassification to current payables 200 ( 1,820 ) Increase in fair value 31,210 92,788 Ending balance - Level 3 liability $ 434,694 $ 446,684 As of December 31, 2020 and December 29, 2019, discount rates of 7.5 % and 7.1 %, respectively, were utilized in the valuation of the Company’s acquisition related contingent consideration liability. The decrease in the fair value of the acquisition related contingent consideration liability in 2020, as compared to 2019, was primarily driven by the increase in the discount rate used to calculate fair value and changes in future cash flow projections of the distribution territories subject to sub-bottling fees. The increase in the fair value of the acquisition related contingent consideration liability in 2019 was primarily driven by changes in future cash flow projections of the distribution territories subject to sub-bottling fees and a decrease in the discount rate used to calculate fair value. These fair value adjustments were recorded in other expense, net in the consolidated statements of operations. The anticipated amount the Company could pay annually under the acquisition related contingent consideration arrangements for the distribution territories subject to sub-bottling fees is expected to be in the range of $ 28 million to $ 52 million. 17. Income Taxes The current income tax provision represents the estimated amount of income taxes paid or payable for the year, as well as changes in estimates from prior years. The deferred income tax provision represents the change in deferred tax liabilities and assets. The following table presents the significant components of the provision for income taxes: Fiscal Year (in thousands) 2020 2019 2018 Current: Federal $ 38,665 $ 7,505 $ ( 4,228 ) State 11,541 4,173 ( 3,269 ) Total current provision (benefit) $ 50,206 $ 11,678 $ ( 7,497 ) Deferred: Federal $ 8,052 $ 4,514 $ 5,701 State 685 ( 527 ) 3,665 Total deferred provision (benefit) $ 8,737 $ 3,987 $ 9,366 Income tax expense $ 58,943 $ 15,665 $ 1,869 67 The Company’s effective income tax rate, calculated by dividing income tax expense by income (loss) before income taxes, was 24.5 % for 2020, 45.8 % for 2019 and ( 14.1 )% for 2018. The following table provides a reconciliation of income tax expense at the statutory federal rate to actual income tax expense: Fiscal Year 2020 2019 2018 (in thousands) Income tax expense % pre-tax income Income tax expense % pre-tax income Income tax expense % pre-tax loss Statutory (income) / expense $ 50,618 21.0 % $ 7,187 21.0 % $ ( 2,790 ) 21.0 % State income taxes, net of federal benefit 9,258 3.8 1,352 4.0 ( 376 ) 2.8 Nondeductible compensation 3,007 1.3 4,313 12.6 2,851 ( 21.5 ) Noncontrolling interest – Piedmont ( 2,447 ) ( 1.0 ) ( 1,826 ) ( 5.3 ) ( 1,238 ) 9.3 Valuation allowance change ( 1,900 ) ( 0.8 ) 1,290 3.8 1,566 ( 11.8 ) Meals, entertainment and travel expense 1,476 0.6 2,440 7.1 2,734 ( 20.6 ) Nondeductible fees and expenses 311 0.1 887 2.6 568 ( 4.3 ) Adjustment for uncertain tax positions 114 — ( 805 ) ( 2.4 ) 694 ( 5.2 ) Adjustment for federal tax legislation — — — — ( 1,989 ) 15.0 Other, net ( 1,494 ) ( 0.5 ) 827 2.4 ( 151 ) 1.2 Income tax expense $ 58,943 24.5 % $ 15,665 45.8 % $ 1,869 ( 14.1 ) % The Company’s effective income tax rate, calculated by dividing income tax expense by income (loss) before income taxes minus net income attributable to noncontrolling interest, was 25.5 % for 2020, 57.9 % for 2019 and ( 10.3 )% for 2018. The Company records liabilities for uncertain tax positions related to income tax positions. These liabilities reflect the Company’s best estimate of the ultimate income tax liability based on known facts and information. Material changes in facts or information, as well as the expiration of statutes of limitations and/or settlements with individual tax jurisdictions, may result in material adjustments to these estimates in the future. The Company recognizes potential interest and penalties related to uncertain tax positions in income tax expense. During 2020, 2019 and 2018, the interest and penalties related to uncertain tax positions recognized in income tax expense were not material. In addition, the amount of interest and penalties accrued at December 31, 2020 and December 29, 2019 were not material. The Company had uncertain tax positions, including accrued interest of $ 2.6 million on December 31, 2020 and $ 2.5 million on December 29, 2019, all of which would affect the Company’s effective income tax rate if recognized. While it is expected the amount of uncertain tax positions may change in the next 12 months, the Company does no t expect such change would have a significant impact on the consolidated financial statements. A reconciliation of uncertain tax positions, excluding accrued interest, is as follows: Fiscal Year (in thousands) 2020 2019 2018 Beginning balance - gross uncertain tax positions $ 2,283 $ 2,857 $ 2,286 Increase as a result of tax positions taken in the current year 61 60 571 Increase as a result of tax positions taken in a prior year 504 — — Reduction as a result of the expiration of the applicable statute of limitations ( 687 ) ( 634 ) — Ending balance - gross uncertain tax positions $ 2,161 $ 2,283 $ 2,857 68 Deferred income taxes are recorded based upon temporary differences between the financial statement and tax bases of assets and liabilities and available net operating loss and tax credit carryforwards. Temporary differences and carryforwards that comprised deferred income tax assets and liabilities were as follows: (in thousands) December 31, 2020 December 29, 2019 Acquisition related contingent consideration $ 107,769 $ 110,036 Operating lease liabilities 34,632 27,346 Deferred revenue 27,882 24,936 Deferred compensation 26,269 26,788 Accrued liabilities 22,341 19,266 Postretirement benefits 14,726 13,250 Pension 11,055 14,124 Transactional costs 4,451 4,857 Charitable contribution carryover 3,236 6,622 Net operating loss carryforwards 1,628 2,012 Financing lease agreements 1,618 2,432 Other 10,138 3,022 Deferred income tax assets $ 265,745 $ 254,691 Less: Valuation allowance for deferred tax assets 5,325 7,190 Net deferred income tax asset $ 260,420 $ 247,501 Intangible assets $ ( 182,585 ) $ ( 151,940 ) Depreciation ( 159,359 ) ( 147,140 ) Right-of-use assets - operating leases ( 33,316 ) ( 26,997 ) Inventory ( 13,709 ) ( 12,631 ) Prepaid expenses ( 6,319 ) ( 7,627 ) Patronage dividend ( 4,555 ) ( 3,009 ) Investment in Piedmont — ( 23,287 ) Deferred income tax liabilities $ ( 399,843 ) $ ( 372,631 ) Net deferred income tax liability $ ( 139,423 ) $ ( 125,130 ) The Company’s deferred income tax assets and liabilities are subject to adjustment in future periods based on the Company’s ongoing evaluations of such deferred assets and liabilities and new information available to the Company. During 2020, an indirect wholly owned subsidiary of the Company purchased the remaining 22.7 % general partnership interest in Piedmont from an indirect wholly owned subsidiary of The Coca‑Cola Company, which resulted in the elimination of the Investment in Piedmont deferred tax liability. For income tax purposes, the tax effects of this purchase were recorded through additional paid in capital in the consolidated balance sheet as of December 31, 2020. Valuation allowances are recognized on deferred tax assets if the Company believes it is more likely than not that some or all of the deferred tax assets will not be realized. The Company believes the majority of the deferred tax assets will be realized due to the reversal of certain significant temporary differences and anticipated future taxable income from operations. The valuation allowance of $ 5.3 million on December 31, 2020 and $ 7.2 million on December 29, 2019 was established primarily for certain loss carryforwards and deferred compensation. As of December 31, 2020, the Company had no federal net operating losses and $ 33.8 million of state net operating losses available to reduce future income taxes, which expire in varying amounts through 2038. Prior tax years beginning in year 2007 remain open to examination by the Internal Revenue Service, and various tax years beginning in year 1998 remain open to examination by certain state tax jurisdictions due to loss carryforwards. 69 18. Benefit Plans Executive Benefit Plans In addition to the Company’s Director Deferral Plan, the Company has four executive benefit plans: the Supplemental Savings Incentive Plan, the Long-Term Retention Plan, the Officer Retention Plan and the Long-Term Performance Plan. The Company also has a Long-Term Performance Equity Plan, as discussed in Note 3. Pursuant to the Supplemental Savings Incentive Plan, as amended and restated effective November 1, 2011, eligible participants may elect to defer a portion of their annual salary and bonus. Participants are immediately vested in all deferred contributions they make and become fully vested in Company contributions upon completion of five years of service with the Company, termination of employment due to death or retirement or a change in control. Participant deferrals and Company contributions made in years prior to 2006 are invested in either a fixed benefit option or certain investment funds determined by the participant. Beginning in 2010, the Company may elect at its discretion to match up to 50 % of the first 6 % of salary, excluding bonuses, deferred by the participant. During 2020, 2019 and 2018, the Company matched 50 % of the first 6 % of salary, excluding bonuses, deferred by the participant. The Company may also make discretionary contributions to participants’ accounts. Under the Director Deferral Plan, as amended and restated effective January 1, 2005, non-employee directors may defer payment of all or a portion of their annual retainer and meeting fees until they no longer serve on the Board of Directors. There is no Company matching contribution under the Director Deferral Plan. The liability under these two deferral plans was as follows: (in thousands) December 31, 2020 December 29, 2019 Current liabilities $ 11,132 $ 8,893 Noncurrent liabilities 80,890 79,921 Total liability - Supplemental Savings Incentive Plan and Director Deferral Plan $ 92,022 $ 88,814 Under the Long-Term Retention Plan, effective March 5, 2014, the Company accrues a defined amount each year for an eligible participant based upon an award schedule. Amounts awarded may earn an investment return based on certain investment funds specified by the Company. Benefits under the Long-Term Retention Plan are 50 % vested until age 51 . Beginning at age 51 , the vesting percentage increases by 5 % each year until the benefits are fully vested at age 60 . Participants receive payments from the plan upon retirement or, in certain instances, upon termination of employment. Payments are made in the form of monthly installments over a period of 10 , 15 or 20 years. The liability under this plan was as follows: (in thousands) December 31, 2020 December 29, 2019 Current liabilities $ 137 $ 102 Noncurrent liabilities 4,728 3,199 Total liability - Long-Term Retention Plan $ 4,865 $ 3,301 Under the Officer Retention Plan, as amended and restated effective January 1, 2007, eligible participants may elect to receive an annuity payable in equal monthly installments over a 10 -, 15 - or 20 -year period commencing at retirement or, in certain instances, upon termination of employment. The benefits under the Officer Retention Plan increase with each year of participation as set forth in an agreement between the participant and the Company. Benefits under the Officer Retention Plan are 50 % vested until age 51 . Beginning at age 51 , the vesting percentage increases by 5 % each year until the benefits are fully vested at age 60 . The liability under this plan was as follows: (in thousands) December 31, 2020 December 29, 2019 Current liabilities $ 4,176 $ 3,267 Noncurrent liabilities 38,605 41,062 Total liability - Officer Retention Plan $ 42,781 $ 44,329 Under the Long-Term Performance Plan, as amended and restated effective January 1, 2018, the Compensation Committee establishes dollar amounts to which a participant shall be entitled upon attainment of the applicable performance measures. Bonus awards under the Long-Term Performance Plan are made based on the relative achievement of performance measures in terms of the Company- 70 sponsored objectives or objectives related to the performance of the individual participant or of the subsidiary, division, department, region or function in which the participant is employed. The liability under this plan was as follows: (in thousands) December 31, 2020 December 29, 2019 Current liabilities $ 8,515 $ 7,252 Noncurrent liabilities 7,866 8,416 Total liability - Long-Term Performance Plan $ 16,381 $ 15,668 Pension Plans There are two Company-sponsored pension plans. The Primary Plan was frozen as of June 30, 2006 and no benefits accrued to participants after this date. The Bargaining Plan is for certain employees under collective bargaining agreements. Benefits under the Bargaining Plan are determined in accordance with negotiated formulas for the respective participants. Contributions to the plans are based on actuarially determined amounts and are limited to the amounts currently deductible for income tax purposes. Each year, the Company updates its mortality assumptions used in the calculation of its pension liability using The Society of Actuaries’ latest mortality tables. In 2020 and 2019, the mortality table reflected a lower increase in longevity. The following tables set forth pertinent information for the two Company-sponsored pension plans: Fiscal Year (in thousands) 2020 2019 Beginning balance - projected benefit obligation $ 332,304 $ 278,957 Service cost 6,331 4,853 Interest cost 10,957 12,299 Actuarial loss 31,300 47,651 Benefits paid ( 12,647 ) ( 11,456 ) Ending balance - projected benefit obligation $ 368,245 $ 332,304 Changes in Projected Benefit Obligation The projected benefit obligations and the accumulated benefit obligations for both Company-sponsored pension plans were in excess of plan assets as of December 31, 2020 and December 29, 2019. The accumulated benefit obligation was $ 368.2 million on December 31, 2020 and $ 332.3 million on December 29, 2019. The decrease in the discount rates in 2020, as compared to 2019, and, in 2019, as compared to 2018, was the primary driver of actuarial losses in both 2020 and 2019. The actuarial gains and losses, net of tax, were recorded in accumulated other comprehensive loss in the consolidated balance sheets. Change in Plan Assets Fiscal Year (in thousands) 2020 2019 Beginning balance - plan assets at fair value $ 276,699 $ 256,168 Actual return on plan assets 40,680 29,549 Employer contributions 16,250 4,900 Benefits paid ( 13,930 ) ( 13,918 ) Ending balance - plan assets at fair value $ 319,699 $ 276,699 Funded Status (in thousands) December 31, 2020 December 29, 2019 Projected benefit obligation $ ( 368,245 ) $ ( 332,304 ) Plan assets at fair value 319,699 276,699 Net funded status $ ( 48,546 ) $ ( 55,605 ) 71 Amounts Recognized in the Consolidated Balance Sheets (in thousands) December 31, 2020 December 29, 2019 Current liabilities $ — $ — Noncurrent liabilities ( 48,546 ) ( 55,605 ) Total liability - pension plans $ ( 48,546 ) $ ( 55,605 ) Net Periodic Pension Cost Fiscal Year (in thousands) 2020 2019 2018 Service cost $ 6,331 $ 4,853 $ 5,484 Interest cost 10,957 12,299 11,350 Expected return on plan assets ( 13,617 ) ( 10,290 ) ( 15,415 ) Recognized net actuarial loss 4,619 3,688 3,830 Amortization of prior service cost 19 22 25 Net periodic pension cost $ 8,309 $ 10,572 $ 5,274 Significant Assumptions Fiscal Year 2020 2019 2018 Projected benefit obligation at the measurement date: Discount rate - Primary Plan 2.66 % 3.36 % 4.47 % Discount rate - Bargaining Plan 3.12 % 3.61 % 4.63 % Weighted average rate of compensation increase N/A N/A N/A Net periodic pension cost for the fiscal year: Discount rate - Primary Plan 3.36 % 4.47 % 3.80 % Discount rate - Bargaining Plan 3.61 % 4.63 % 3.90 % Weighted average expected long-term rate of return of plan assets - Primary Plan (1) 5.50 % 5.00 % 6.00 % Weighted average expected long-term rate of return of plan assets - Bargaining Plan (1) 6.25 % 5.25 % 6.00 % Weighted average rate of compensation increase N/A N/A N/A (1) The weighted average expected long-term rate of return assumption for the pension plan assets, which was used to compute net periodic pension cost, is based upon target asset allocation and is determined using forward-looking performance and duration assumptions set at the beginning of each fiscal year. Cash Flows (in thousands) Anticipated Future Pension Benefit Payments for the Fiscal Years 2021 $ 13,526 2022 14,312 2023 15,100 2024 15,736 2025 16,377 2026 - 2030 89,826 Contributions to the two Company-sponsored pension plans are expected to be in the range of $ 8 million to $ 12 million in 2021. Plan Assets All assets in the Company’s pension plans are invested in institutional investment funds managed by professional investment advisors which hold U.S. equities, international equities and debt securities. The objective of the Company’s investment philosophy is to earn the plans’ targeted rate of return over longer periods without assuming excess investment risk. The weighted average expected long-term rate of return assumption for the pension plan assets, which will be used to compute 2021 net periodic pension costs, is based upon target asset allocation and is determined using forward-looking performance and duration assumptions in the context of historical returns and volatilities for each asset class. The Company evaluates the rate of return assumption on an annual basis. The Company’s 72 pension plans target asset allocation for 2021, actual asset allocation at December 31, 2020 and December 29, 2019, and the weighted average expected long-term rate of return by asset category for the Primary Plan were as follows: Percentage of Plan Assets at Fiscal Year-End Target Allocation Weighted Average Expected Long-Term Rate of Return 2020 2019 2021 2021 U.S. debt securities 58 % 57 % 65 % 3.09 % U.S. equity securities 24 % 23 % 26 % 1.24 % International debt securities 8 % 9 % — % — % International equity securities 8 % 8 % 7 % 0.32 % Cash and cash equivalents 2 % 3 % 2 % 0.10 % Total 100 % 100 % 100 % 4.75 % The Company’s pension plans target asset allocation for 2021, actual asset allocation at December 31, 2020 and December 29, 2019, and the weighted average expected long-term rate of return by asset category for the Bargaining Plan were as follows: Percentage of Plan Assets at Fiscal Year-End Target Allocation Weighted Average Expected Long-Term Rate of Return 2020 2019 2021 2021 U.S. debt securities 46 % 46 % 40 % 2.30 % U.S. equity securities 39 % 39 % 46 % 2.65 % International debt securities 2 % 2 % — % — % International equity securities 12 % 12 % 12 % 0.68 % Cash and cash equivalents 1 % 1 % 2 % 0.12 % Total 100 % 100 % 100 % 5.75 % Debt securities as of December 31, 2020 are comprised of investments in government and corporate bonds with a weighted average maturity of approximately 15 years for the Primary Plan and approximately 22 years for the Bargaining Plan. Both plans also hold an institutional high yield bond fund with a modified duration of approximately 3 years. U.S. equity securities include: (i) large capitalization domestic equity funds as represented by the S&P 500 index, (ii) mid-capitalization domestic equity funds as represented by the Russell Mid Cap Growth and Value indexes, (iii) small-capitalization domestic equity funds as represented by the Russell Small Cap Growth and Value indexes and (iv) alternative investment funds as represented by the HFRX Global index and the MSCI US REIT index. International equity securities include companies from both developed and emerging markets outside the United States. Cash and cash equivalents have a weighted average duration of less than one year . The following table summarizes the Company’s pension plan assets, which are classified as Level 1 and Level 2 for fair value measurement. The Company does not have any Level 3 pension plan assets. See Note 16 for additional information. (in thousands) December 31, 2020 December 29, 2019 Pension plan assets - fixed income $ 205,812 $ 179,153 Pension plan assets - equity securities (1) 106,424 89,861 Pension plan assets - cash and cash equivalents 7,463 7,071 Total pension plan assets $ 319,699 $ 276,085 (1) The Company had other Level 1 pension plan assets related to its equity securities of $ 0.6 million in 2019. 401(k) Savings Plan The Company provides a 401(k) Savings Plan for substantially all of its employees who are not part of collective bargaining agreements and for certain employees under collective bargaining agreements. The Company’s matching contribution for employees who are not part of collective bargaining agreements is discretionary, with the option to match contributions for eligible participants up to 5 % based on the Company’s financial results. For all years presented, the Company matched the maximum 5 % of participants’ contributions. The Company’s matching contribution for employees who are part of collective bargaining agreements is determined in accordance with negotiated formulas for the respective employees. The total expense for the Company’s matching contributions to the 401(k) Savings Plan was $ 22.7 million in 2020, $ 21.7 million in 2019 and $ 21.2 million in 2018. 73 Postretirement Benefits The Company provides postretirement benefits for employees meeting specified criteria. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’ periods of active service. The Company does not prefund these benefits and has the right to modify or terminate certain of these benefits in the future. The following tables set forth pertinent information for the Company’s postretirement benefit plan: Reconciliation of Activity Fiscal Year (in thousands) 2020 2019 Benefit obligation at beginning of year $ 62,056 $ 64,461 Service cost 1,454 1,496 Interest cost 2,031 2,750 Plan participants’ contributions 753 750 Actuarial (gain) loss 4,555 ( 4,191 ) Benefits paid ( 3,184 ) ( 3,296 ) Medicare Part D subsidy reimbursement — 86 Benefit obligation at end of year $ 67,665 $ 62,056 Reconciliation of Plan Assets Fair Value Fiscal Year (in thousands) 2020 2019 Fair value of plan assets at beginning of year $ — $ — Employer contributions 2,431 2,460 Plan participants’ contributions 753 750 Benefits paid ( 3,184 ) ( 3,296 ) Medicare Part D subsidy reimbursement — 86 Fair value of plan assets at end of year $ — $ — Funded Status (in thousands) December 31, 2020 December 29, 2019 Current liabilities $ ( 2,886 ) $ ( 2,831 ) Noncurrent liabilities ( 64,779 ) ( 59,225 ) Total liability - postretirement benefits $ ( 67,665 ) $ ( 62,056 ) Net Periodic Postretirement Benefit Cost Fiscal Year (in thousands) 2020 2019 2018 Service cost $ 1,454 $ 1,496 $ 1,854 Interest cost 2,031 2,750 2,694 Recognized net actuarial loss 383 730 1,889 Amortization of prior service cost — ( 1,293 ) ( 1,847 ) Net periodic postretirement benefit cost $ 3,868 $ 3,683 $ 4,590 74 Significant Assumptions Fiscal Year 2020 2019 2018 Benefit obligation discount rate at measurement date 2.70 % 3.32 % 4.41 % Net periodic postretirement benefit cost discount rate for fiscal year 3.32 % 4.41 % 3.72 % Postretirement benefit expense - Pre-Medicare: Weighted average healthcare cost trend rate 6.53 % 7.13 % 7.82 % Trend rate graded down to ultimate rate 4.50 % 4.50 % 4.50 % Ultimate rate year 2028 2026 2025 Postretirement benefit expense - Post-Medicare: Weighted average healthcare cost trend rate 6.73 % 7.11 % 7.74 % Trend rate graded down to ultimate rate 4.50 % 4.50 % 4.50 % Ultimate rate year 2028 2026 2025 Cash Flows (in thousands) Anticipated Future Postretirement Benefit Payments Reflecting Expected Future Service 2021 $ 2,886 2022 2,983 2023 3,151 2024 3,341 2025 3,494 2026 - 2030 19,300 A reconciliation of the amounts in accumulated other comprehensive loss not yet recognized as components of net periodic benefit cost is as follows: (in thousands) December 29, 2019 Actuarial Loss Reclassification Adjustments December 31, 2020 Pension Plans: Actuarial loss $ ( 146,762 ) $ ( 5,521 ) $ 4,619 $ ( 147,664 ) Prior service costs ( 26 ) — 19 ( 7 ) Postretirement Benefits: Actuarial loss ( 9,736 ) ( 4,555 ) 383 ( 13,908 ) Total within accumulated other comprehensive loss $ ( 156,524 ) $ ( 10,076 ) $ 5,021 $ ( 161,579 ) Multiemployer Pension Plans Certain employees of the Company whose employment is covered under collective bargaining agreements participate in a multiemployer pension plan, the Employers-Teamsters Local Union Nos. 175 and 505 Pension Fund (the “Teamsters Plan”). The Company makes monthly contributions to the Teamsters Plan on behalf of such employees. The collective bargaining agreements covering the Teamsters Plan expire at various times through 2023. The Company expects these agreements will be re-negotiated. Participating in the Teamsters Plan involves certain risks in addition to the risks associated with single employer pension plans, as contributed assets are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the Teamsters Plan, the unfunded obligations of the Teamsters Plan may be borne by the remaining participating employers. If the Company chooses to stop participating in the Teamsters Plan, the Company could be required to pay the Teamsters Plan a withdrawal liability based on the underfunded status of the Teamsters Plan. The Company does not anticipate withdrawing from the Teamsters Plan. In 2015, the Company increased its contribution rates to the Teamsters Plan, with additional increases occurring annually, as part of a rehabilitation plan, which was incorporated into the renewal of collective bargaining agreements with the unions effective April 28, 2014 and adopted by the Company as a rehabilitation plan effective January 1, 2015. This is a result of the Teamsters Plan being certified by its actuary as being in “critical” status for the plan year beginning January 1, 2013. 75 The Company’s participation in the Teamsters Plan is outlined in the table below. A red zone represents less than 80 % funding and requires a financial improvement plan (“FIP”) or rehabilitation plan (“RP”). Fiscal Year (in thousands) 2020 2019 2018 Pension Protection Act Zone Status Red Red Red FIP or RP pending or implemented Yes Yes Yes Surcharge imposed Yes Yes Yes Contribution $ 924 $ 987 $ 763 According to the Teamsters Plan’s Form 5500 for both the plan years ended December 29, 2019 and December 30, 2018, the Company was not listed as providing more than 5% of the total contributions. At the date these financial statements were issued, a Form 5500 was not available for the plan year ended December 31, 2020. The Company has a liability recorded for withdrawing from a multiemployer pension plan in 2008 and is required to make payments of approximately $ 1 million to this multiemployer pension plan each year through 2028. As of December 31, 2020, the Company had $ 5.8 million remaining on this liability. 19. Other Liabilities Other liabilities consisted of the following: (in thousands) December 31, 2020 December 29, 2019 Noncurrent portion of acquisition related contingent consideration $ 398,674 $ 405,597 Accruals for executive benefit plans 144,101 141,380 Noncurrent deferred proceeds from Territory Conversion Fee 80,591 82,877 Noncurrent deferred proceeds from Legacy Facilities Credit 28,770 29,569 Noncurrent portion of deferred payroll taxes under CARES Act 18,706 — Other 8,438 9,143 Total other liabilities $ 679,280 $ 668,566 20. Long-Term Debt Following is a summary of the Company’s long-term debt: (in thousands) Maturity Date Interest Rate Interest Paid Public / Nonpublic December 31, 2020 December 29, 2019 Term loan facility (1) 6/7/2021 Variable Varies Nonpublic $ 217,500 $ 262,500 Senior notes 2/27/2023 3.28 % Semi-annually Nonpublic 125,000 125,000 Revolving credit facility (2) 6/8/2023 Variable Varies Nonpublic — 45,000 Senior bonds (3) 11/25/2025 3.80 % Semi-annually Public 350,000 350,000 Senior notes 10/10/2026 3.93 % Quarterly Nonpublic 100,000 100,000 Senior notes 3/21/2030 3.96 % Quarterly Nonpublic 150,000 150,000 Unamortized discount on senior bonds (3) 11/25/2025 ( 43 ) ( 52 ) Debt issuance costs ( 1,992 ) ( 2,528 ) Total long-term debt $ 940,465 $ 1,029,920 (1) The Company intends to refinance principal payments due in the next 12 months under the term loan facility, and has the capacity to do so under its revolving credit facility, which is classified as long-term debt, and the Company is not restricted by any subjective acceleration clause within the revolving credit agreement. As such, any amounts due in the next 12 months were classified as noncurrent. (2) The Company’s revolving credit facility has an aggregate maximum borrowing capacity of $ 500 million, which may be increased at the Company’s option to $ 750 million, subject to obtaining commitments from the lenders and satisfying other conditions specified in the credit agreement. The Company currently believes all banks participating in the revolving credit facility have the ability to and will meet any funding requests from the Company. (3) The senior bonds due in 2025 were issued at 99.975 % of par. 76 The principal maturities of debt outstanding on December 31, 2020 were as follows: (in thousands) Debt Maturities Fiscal 2021 $ 217,500 Fiscal 2022 — Fiscal 2023 125,000 Fiscal 2024 — Fiscal 2025 350,000 Thereafter 250,000 Long-term debt $ 942,500 The Company mitigates its financing risk by using multiple financial institutions and only entering into credit arrangements with institutions with investment grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis. In 2019, the Company entered into a $ 100 million fixed rate swap maturing June 7, 2021 , to hedge a portion of the interest rate risk on the Company’s term loan facility. This interest rate swap is designated as a cash flow hedging instrument and changes in its fair value are not expected to be material to the consolidated balance sheets. Changes in the fair value of this interest rate swap were classified as accumulated other comprehensive loss on the consolidated balance sheets and included in the consolidated statements of comprehensive income. The indenture under which the Company’s senior bonds were issued does not include financial covenants but does limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts. The agreements under which the Company’s nonpublic debt was issued include two financial covenants: a consolidated cash flow/fixed charges ratio and a consolidated funded indebtedness/cash flow ratio, each as defined in the respective agreement. The Company was in compliance with these covenants as of December 31, 2020. These covenants do not currently, and the Company does not anticipate they will, restrict its liquidity or capital resources. All outstanding long-term debt has been issued by the Company and none has been issued by any of its subsidiaries. There are no guarantees of the Company’s debt. 21. Commitments and Contingencies Manufacturing Cooperatives The Company is obligated to purchase at least 80 % of its requirements of plastic bottles for certain designated territories from Southeastern. The Company is also obligated to purchase 17.5 million cases of finished product from SAC on an annual basis through June 2024. The Company purchased 28.3 million cases, 29.4 million cases and 29.2 million cases of finished product from SAC in 2020, 2019 and 2018, respectively. The following table summarizes the Company’s purchases from these manufacturing cooperatives: Fiscal Year (in thousands) 2020 2019 2018 Purchases from Southeastern $ 125,659 $ 132,328 $ 125,352 Purchases from SAC 155,858 160,189 155,583 Total purchases from manufacturing cooperatives $ 281,517 $ 292,517 $ 280,935 The Company guarantees a portion of SAC’s debt, which expires at various dates through 2024. The amount guaranteed was $ 14.7 million on both December 31, 2020 and December 29, 2019. In the event SAC fails to fulfill its commitments under the related debt, the Company would be responsible for payment to the lenders up to the level of the guarantee. The Company does not anticipate SAC will fail to fulfill its commitments related to the debt. The Company further believes SAC has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust selling prices of its products to adequately mitigate the risk of material loss from the Company’s guarantee. The Company holds no assets as collateral against the SAC guarantee, the fair value of which is immaterial to the consolidated financial statements. The Company monitors its investment in SAC and would be required to write down its investment if an impairment, other than a temporary impairment, was identified. No impairment of the Company’s investment in SAC was identified as of December 31, 2020, and there was no impairment identified in 2020, 2019 or 2018. 77 Other Commitments and Contingencies The Company has standby letters of credit, primarily related to its property and casualty insurance programs. These letters of credit totaled $ 37.6 million on December 31, 2020 and $ 35.6 million on December 29, 2019. The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations. As of December 31, 2020, the future payments related to these contractual arrangements, which expire at various dates through 2033, amounted to $ 164.9 million. The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of its business. Although it is difficult to predict the ultimate outcome of these claims and legal proceedings, management believes the ultimate disposition of these matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. No material amount of loss in excess of recorded amounts is believed to be reasonably possible as a result of these claims and legal proceedings. The Company is subject to audits by tax authorities in jurisdictions where it conducts business. These audits may result in assessments that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for any assessments likely to result from these audits; however, final assessments, if any, could be different than the amounts recorded in the consolidated financial statements. 22. Risks and Uncertainties Approximately 84 % of the Company’s total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which is the sole supplier of these products or of the concentrates or syrups required to manufacture these products. The remaining bottle/can sales volume to retail customers consists of products of other beverage companies. The Company has beverage agreements with The Coca‑Cola Company and other beverage companies under which it has various requirements. Failure to meet the requirements of these beverage agreements could result in the loss of distribution rights for the respective products. The Company faces concentration risks related to a few customers comprising a large portion of the Company’s annual sales volume and net revenue. The following table summarizes the percentage of the Company’s total bottle/can sales volume to its largest customers, as well as the percentage of the Company’s total net sales, which are included in the Nonalcoholic Beverages segment, that such volume represents. No other customer represented greater than 10% of the Company’s total net sales for any years presented. Fiscal Year 2020 2019 2018 Approximate percent of the Company’s total bottle/can sales volume Wal-Mart Stores, Inc. 19 % 19 % 19 % The Kroger Company 13 % 12 % 11 % Total approximate percent of the Company’s total bottle/can sales volume 32 % 31 % 30 % Approximate percent of the Company’s total net sales Wal-Mart Stores, Inc. 14 % 13 % 14 % The Kroger Company 10 % 8 % 8 % Total approximate percent of the Company’s total net sales 24 % 21 % 22 % The Company purchases a majority of its aluminum cans from two domestic suppliers and all of the plastic bottles used in its manufacturing plants from two manufacturing cooperatives it co-owns with several other Coca‑Cola bottlers. In 2020, the COVID-19 pandemic impacted the supply of aluminum cans and, as a result, the Company changed its typical sourcing model and sourced aluminum cans from international locations. See Note 3 and Note 21 for additional information. The Company is exposed to price risk on commodities such as aluminum, corn and PET resin, which affects the cost of raw materials used in the production of its finished products. The Company both produces and procures these finished products. Examples of the raw materials affected are aluminum cans and plastic bottles used for packaging and high fructose corn syrup used as a product ingredient. Further, the Company is exposed to commodity price risk on crude oil, which impacts the Company’s cost of fuel used in the movement and delivery of the Company’s products. The Company participates in commodity hedging and risk mitigation programs administered both by CCBSS and by the Company. Certain liabilities of the Company, including floating rate debt, retirement benefit obligations and the Company’s pension liability, are subject to risk of changes in both long-term and short-term interest rates. 78 The Company’s contingent consideration liability resulting from the acquisition of certain distribution territories is subject to risk as a result of changes in the Company’s probability weighted discounted cash flow model, which is based on internal forecasts, and changes in the Company’s WACC, which is derived from market data. Approximately 14 % of the Company’s labor force is covered by collective bargaining agreements. The Company’s collective bargaining agreements, which generally have 3 - to 5 -year terms, expire at various dates through 2025. Terms and conditions of new labor union agreements could increase the Company’s exposure to work interruptions or stoppages. 23. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI(L)”) is comprised of adjustments to the Company’s pension and postretirement medical benefit plans, the interest rate swap on the Company’s term loan facility and the foreign currency translation for a subsidiary of the Company that performs data analysis and provides consulting services outside the United States. Following is a summary of AOCI(L) for 2020, 2019 and 2018: Gains (Losses) During the Period Reclassification to Income (in thousands) December 29, 2019 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 31, 2020 Net pension activity: Actuarial loss $ ( 93,174 ) $ ( 5,521 ) $ 1,369 $ 4,619 $ ( 1,140 ) $ ( 93,847 ) Prior service costs ( 7 ) — — 19 ( 4 ) 8 Net postretirement benefits activity: Actuarial loss ( 1,191 ) ( 4,555 ) 1,129 383 ( 94 ) ( 4,328 ) Prior service credits ( 624 ) — — — — ( 624 ) Interest rate swap ( 270 ) — — ( 378 ) 92 ( 556 ) Foreign currency translation adjustment ( 16 ) — — 41 ( 11 ) 14 Reclassification of stranded tax effects ( 19,720 ) — — — — ( 19,720 ) Total AOCI(L) $ ( 115,002 ) $ ( 10,076 ) $ 2,498 $ 4,684 $ ( 1,157 ) $ ( 119,053 ) Gains (Losses) During the Period Reclassification to Income (in thousands) December 30, 2018 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 29, 2019 Net pension activity: Actuarial loss $ ( 72,690 ) $ ( 30,855 ) $ 7,590 $ 3,688 $ ( 907 ) $ ( 93,174 ) Prior service costs ( 24 ) — — 22 ( 5 ) ( 7 ) Net postretirement benefits activity: Actuarial loss ( 4,902 ) 4,192 ( 1,031 ) 730 ( 180 ) ( 1,191 ) Prior service credits 351 — — ( 1,293 ) 318 ( 624 ) Interest rate swap — — — ( 359 ) 89 ( 270 ) Foreign currency translation adjustment — — — ( 19 ) 3 ( 16 ) Reclassification of stranded tax effects — — ( 19,720 ) — — ( 19,720 ) Total AOCI(L) $ ( 77,265 ) $ ( 26,663 ) $ ( 13,161 ) $ 2,769 $ ( 682 ) $ ( 115,002 ) Gains (Losses) During the Period Reclassification to Income (in thousands) December 31, 2017 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 30, 2018 Net pension activity: Actuarial loss $ ( 78,618 ) $ 4,036 $ ( 993 ) $ 3,830 $ ( 945 ) $ ( 72,690 ) Prior service costs ( 43 ) — — 25 ( 6 ) ( 24 ) Net postretirement benefits activity: Actuarial loss ( 17,299 ) 14,552 ( 3,580 ) 1,889 ( 464 ) ( 4,902 ) Prior service credits 1,744 — — ( 1,847 ) 454 351 Foreign currency translation adjustment 14 — — ( 19 ) 5 — Total AOCI(L) $ ( 94,202 ) $ 18,588 $ ( 4,573 ) $ 3,878 $ ( 956 ) $ ( 77,265 ) 79 Following is a summary of the impact of AOCI(L) on the consolidated statements of operations: Fiscal 2020 (in thousands) Net Pension Activity Net Postretirement Benefits Activity Interest Rate Swap Foreign Currency Translation Adjustment Total Cost of sales $ 1,393 $ 146 $ — $ — $ 1,539 Selling, delivery and administrative expenses 3,245 237 ( 378 ) 41 3,145 Subtotal pre-tax 4,638 383 ( 378 ) 41 4,684 Income tax expense 1,144 94 ( 92 ) 11 1,157 Total after tax effect $ 3,494 $ 289 $ ( 286 ) $ 30 $ 3,527 Fiscal 2019 (in thousands) Net Pension Activity Net Postretirement Benefits Activity Interest Rate Swap Foreign Currency Translation Adjustment Total Cost of sales $ 1,003 $ ( 211 ) $ — $ — $ 792 Selling, delivery and administrative expenses 2,707 ( 352 ) ( 359 ) ( 19 ) 1,977 Subtotal pre-tax 3,710 ( 563 ) ( 359 ) ( 19 ) 2,769 Income tax expense 912 ( 138 ) ( 89 ) ( 3 ) 682 Total after tax effect $ 2,798 $ ( 425 ) $ ( 270 ) $ ( 16 ) $ 2,087 Fiscal 2018 (in thousands) Net Pension Activity Net Postretirement Benefits Activity Foreign Currency Translation Adjustment Total Cost of sales $ 886 $ 7 $ — $ 893 Selling, delivery and administrative expenses 2,968 35 ( 19 ) 2,984 Subtotal pre-tax 3,854 42 ( 19 ) 3,877 Income tax expense 950 10 ( 5 ) 955 Total after tax effect $ 2,904 $ 32 $ ( 14 ) $ 2,922 24. Supplemental Disclosures of Cash Flow Information Changes in current assets and current liabilities affecting cash were as follows: Fiscal Year (in thousands) 2020 2019 2018 Accounts receivable, trade $ 8,107 $ 3,338 $ ( 40,868 ) Allowance for doubtful accounts 7,838 4,641 1,535 Accounts receivable from The Coca-Cola Company 13,208 ( 17,496 ) 11,643 Accounts receivable, other 6,010 ( 12,601 ) 8,467 Inventories 169 ( 15,893 ) ( 26,415 ) Prepaid expenses and other current assets ( 4,685 ) 458 29,785 Accounts payable, trade 31,378 28,808 ( 36,355 ) Accounts payable to The Coca-Cola Company ( 1,518 ) 938 ( 36,095 ) Other accrued liabilities ( 3,693 ) ( 40,955 ) 62,892 Accrued compensation ( 205 ) 18,228 ( 1,943 ) Accrued interest payable ( 1,002 ) ( 1,147 ) 967 Change in current assets less current liabilities $ 55,607 $ ( 31,681 ) $ ( 26,387 ) The Company had the following net cash payments (refunds) during the period for interest and income taxes: Fiscal Year (in thousands) 2020 2019 2018 Income taxes $ 55,755 $ 6,309 $ ( 36,991 ) Interest 34,257 43,397 45,067 80 The Company had the following significant non-cash investing and financing activities: Fiscal Year (in thousands) 2020 2019 2018 Additions to leased property under financing leases $ 61,121 $ — $ — Right-of-use assets obtained in exchange for operating lease obligations 42,698 38,713 — Additions to property, plant and equipment accrued and recorded in accounts payable, trade 17,025 19,452 13,675 Issuance of Class B Common Stock in connection with stock award — 4,776 3,831 25. Quarterly Financial Data (Unaudited) The unaudited quarterly financial data for the fiscal years ended December 31, 2020 and December 29, 2019 is included in the following tables. Sales volume has historically been the highest in the second and third quarters of each fiscal year. Additional meaningful financial information is included in the table following each presented period. Quarter Ended (in thousands, except per share data) March 29, 2020 June 28, 2020 September 27, 2020 December 31, 2020 Net sales $ 1,173,021 $ 1,227,215 $ 1,328,484 $ 1,278,637 Gross profit 405,295 429,301 472,438 461,875 Income from operations 32,821 83,118 103,844 93,595 Net income attributable to Coca‑Cola Consolidated, Inc. 14,662 39,569 51,884 66,378 Basic net income per share based on net income attributable to Coca‑Cola Consolidated, Inc.: Common Stock $ 1.56 $ 4.23 $ 5.53 $ 7.08 Class B Common Stock $ 1.56 $ 4.23 $ 5.53 $ 7.08 Diluted net income per share based on net income attributable to Coca‑Cola Consolidated, Inc.: Common Stock $ 1.55 $ 4.19 $ 5.51 $ 7.05 Class B Common Stock $ 1.55 $ 4.18 $ 5.51 $ 7.04 Additional Information for 2020: Quarter Ended (in thousands) March 29, 2020 June 28, 2020 September 27, 2020 December 31, 2020 Pre-tax income (expense) impact: Expenses related to supply chain and asset optimization $ ( 77 ) $ ( 641 ) $ ( 3,122 ) $ ( 548 ) Income related to extra days in fiscal year (1) — — — 7,354 (1) 2020 had four extra days compared to 2019, which resulted in an estimated $ 59 million in additional net sales, $ 22 million in additional gross profit and $ 14 million in additional SD&A expenses. Quarter Ended (in thousands, except per share data) March 31, 2019 June 30, 2019 September 29, 2019 December 29, 2019 Net sales $ 1,102,912 $ 1,273,659 $ 1,271,029 $ 1,178,949 Gross profit 389,308 435,779 432,224 413,191 Income from operations 20,154 67,214 53,846 39,540 Net income (loss) attributable to Coca‑Cola Consolidated, Inc. ( 6,831 ) 15,370 13,006 ( 10,170 ) Basic net income (loss) per share based on net income (loss) attributable to Coca‑Cola Consolidated, Inc.: Common Stock $ ( 0.73 ) $ 1.64 $ 1.39 $ ( 1.09 ) Class B Common Stock $ ( 0.73 ) $ 1.64 $ 1.39 $ ( 1.09 ) Diluted net income (loss) per share based on net income (loss) attributable to Coca‑Cola Consolidated, Inc.: Common Stock $ ( 0.73 ) $ 1.64 $ 1.38 $ ( 1.08 ) Class B Common Stock $ ( 0.73 ) $ 1.63 $ 1.38 $ ( 1.09 ) 81 Additional Information for 2019: Quarter Ended (in thousands) March 31, 2019 June 30, 2019 September 29, 2019 December 29, 2019 Pre-tax expense impact: Expenses related to the System Transformation $ ( 4,730 ) $ ( 2,185 ) $ — $ — Expenses related to supply chain and asset optimization — ( 1,294 ) ( 3,581 ) ( 5,702 ) 82 Management’s Report on Internal Control over Financial Reporting Management of Coca-Cola Consolidated, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s chief executive and chief financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Company’s internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2020, management assessed the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that the Company’s internal control over financial reporting as of December 31, 2020 was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, which is included in Item 8 of this report. February 26, 2021 83 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Coca‑Cola Consolidated, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Coca‑Cola Consolidated, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and December 29, 2019, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2020 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and December 29, 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 84 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Acquisition Related Contingent Consideration Liability As described in Notes 1, 3, and 16 to the consolidated financial statements, the fair value of the acquisition related contingent consideration liability was $434.7 million as of December 31, 2020, which consists of the estimated amounts due to The Coca‑Cola Company under the Company’s comprehensive beverage agreements (collectively, the “CBA”) with The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc. (“CCR”), a wholly owned subsidiary of The Coca‑Cola Company, over the useful life of the related distribution rights. Pursuant to the CBA, the Company is required to make quarterly sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in certain distribution territories the Company acquired from CCR. Each reporting period, the Company adjusts its acquisition related contingent consideration liability related to the distribution territories subject to sub-bottling fees to fair value by using a probability weighted discounted cash flow model and discounting future expected sub-bottling payments required under the CBA using the Company’s estimated weighted average cost of capital (“WACC”). These future expected sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally forty years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the amounts that will be paid in the future under the CBA, and current sub-bottling payments. The principal considerations for our determination that performing procedures relating to the acquisition related contingent consideration liability is a critical audit matter are (i) the significant judgment by management when estimating the fair value of the acquisition related contingent consideration liability, which in turn led to (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the WACC and current and future sub-bottling payments under the CBA, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the acquisition related contingent consideration liability. These procedures also included, among others, testing management’s process for determining the fair value of the acquisition related contingent consideration liability; evaluating the appropriateness of the discounted cash flow model; testing the completeness and accuracy of the underlying data used in the model; and evaluating the reasonableness of the significant assumptions related to the WACC and current and future sub-bottling payments under the CBA. Evaluating management’s assumptions related to the WACC and current and future sub-bottling payments involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the distribution territories acquired from CCR, (ii) relevant industry forecasts and macroeconomic conditions, (iii) management’s historical forecasting accuracy, and (iv) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow model and evaluating the reasonableness of the WACC. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina February 26, 2021 We have served as the Company’s auditor since at least 1972. We have not been able to determine the specific year we began serving as auditor of the Company. 85 The financial statement schedule required by Regulation S-X is set forth in response to Item 15 below. The supplementary data required by Item 302 of Regulation S-K is set forth in Note 25 to the consolidated financial statements. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.