What changed in this filing

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Item 1. Financial Statements

2024-05-06 compared with 2023-11-01 · 170 added, 202 removed, 628 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Third Quarter First Nine Months

First Quarter

(in thousands, except per share data) 2024 2023

5 unchanged sentences

Interest (income) expense, net ( 2,716 ) 2,929

Pension plan settlement expense 77,319 — 117,096 —

Mark-to-market on acquisition related contingent consideration ( 5,541 ) 41,654

Other expense, net 828 2,269

18 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

Net income $ 165,741 $ 118,127

Other comprehensive income, net of tax:

Other comprehensive (loss) income, net of tax:

Defined benefit plans reclassification including pension costs:

Actuarial gain (loss) 1,183 746 ( 303 ) 2,237

Actuarial gain — 735

Prior service credits 3 3

Pension plan settlement 56,028 — 86,069 —

Postretirement benefits reclassification including benefit costs:

Actuarial gain 20 —

Other comprehensive income, net of tax 57,214 815 85,775 2,444

Unrealized loss on short-term investments ( 176 ) —

Other comprehensive (loss) income, net of tax ( 153 ) 738

Comprehensive income $ 165,588 $ 118,865

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data) September 29, 2023 December 31, 2022

(in thousands, except share data) March 29, 2024 December 31, 2023

Current Assets:

Cash and cash equivalents $ 401,260 $ 635,269

Short-term investments 183,639 —

Accounts receivable, trade 568,014 555,933

21 unchanged sentences

Accrued compensation 82,297 146,932

Accrued interest payable 5,842 2,677

Dividends payable — 154,666

17 unchanged sentences

Retained earnings 1,517,852 1,352,111

Accumulated other comprehensive income (loss) 938 ( 84,837 )

Accumulated other comprehensive loss ( 4,429 ) ( 4,276 )

Treasury stock, at cost:

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

First Nine Months

First Quarter

(in thousands) 2024 2023

4 unchanged sentences

Amortization of intangible assets and deferred proceeds, net 5,863 5,908

Pension plan settlement expense 117,096 —

Fair value adjustment of acquisition related contingent consideration 86,038 21,132

Deferred income taxes 56,616 40,743

Fair value adjustment of acquisition related contingent consideration ( 5,541 ) 41,654

Loss on sale of property, plant and equipment 670 2,389

Amortization of debt costs 251 246

Deferred payroll taxes under CARES Act — ( 18,739 )

Change in current assets less current liabilities ( 44,257 ) ( 49,538 )

4 unchanged sentences

Cash Flows from Investing Activities:

Purchases of short-term investments $ ( 183,806 ) $ —

Additions to property, plant and equipment ( 77,040 ) ( 52,700 )

Investment in equity method investees ( 3,632 ) —

Proceeds from the disposal of short-term investments 1,116 —

Proceeds from the sale of property, plant and equipment 100 158

Acquisition of distribution rights — ( 30,149 )

Net cash used in investing activities $ ( 263,262 ) $ ( 52,542 )

4 unchanged sentences

Debt issuance fees ( 53 ) ( 154 )

Payments on term loan facility and senior notes — ( 125,000 )

Net cash used in financing activities $ ( 165,020 ) $ ( 40,019 )

Net increase in cash during period $ 418,569 $ 20,930

Net (decrease) increase in cash during period $ ( 234,009 ) $ 92,133

Cash at beginning of period 635,269 197,648

3 unchanged sentences

Right-of-use assets obtained in exchange for operating lease obligations 74 723

Reductions to leased property under financing leases — 55,465

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data) Common

(in thousands, except per share data) Common

Stock Class B

2 unchanged sentences

Earnings Accumulated

Comprehensive Income

Comprehensive

Loss Treasury

1 unchanged sentence

Stock Treasury Stock - Class B Common Stock Total

Balance on June 30, 2023 $ 11,431 $ 1,633 $ 135,953 $ 1,348,221 $ ( 56,276 ) $ ( 60,845 ) $ ( 409 ) $ 1,379,708

Net income — — — 92,093 — — — 92,093

Other comprehensive income, net of tax — — — — 57,214 — — 57,214

Dividends declared:

Common Stock ($ 0.50 per share)

— — — ( 4,184 ) — — — ( 4,184 )

Class B Common Stock ($ 0.50 per share)

— — — ( 503 ) — — — ( 503 )

Balance on September 29, 2023 $ 11,431 $ 1,633 $ 135,953 $ 1,435,627 $ 938 $ ( 60,845 ) $ ( 409 ) $ 1,524,328

Balance on December 31, 2023 $ 11,431 $ 1,633 $ 135,953 $ 1,352,111 $ ( 4,276 ) $ ( 60,845 ) $ ( 409 ) $ 1,435,598

Net income — — — 165,741 — — — 165,741

Other comprehensive income, net of tax — — — — 85,775 — — 85,775

Other comprehensive loss, net of tax — — — — ( 153 ) — — ( 153 )

Dividends declared:

3 unchanged sentences

— — — — — — — —

Balance on September 29, 2023 $ 11,431 $ 1,633 $ 135,953 $ 1,435,627 $ 938 $ ( 60,845 ) $ ( 409 ) $ 1,524,328

(in thousands, except share data) Common

Balance on March 29, 2024 $ 11,431 $ 1,633 $ 135,953 $ 1,517,852 $ ( 4,429 ) $ ( 60,845 ) $ ( 409 ) $ 1,601,186

(in thousands, except per share data) Common

Stock Class B

6 unchanged sentences

Stock Treasury Stock - Class B Common Stock Total

Balance on July 1, 2022 $ 11,431 $ 1,633 $ 135,953 $ 912,751 $ ( 98,834 ) $ ( 60,845 ) $ ( 409 ) $ 901,680

Net income — — — 118,761 — — — 118,761

Other comprehensive income, net of tax — — — — 815 — — 815

Dividends declared:

Common Stock ($ 0.25 per share)

— — — ( 2,092 ) — — — ( 2,092 )

Class B Common Stock ($ 0.25 per share)

— — — ( 251 ) — — — ( 251 )

Balance on September 30, 2022 $ 11,431 $ 1,633 $ 135,953 $ 1,029,169 $ ( 98,019 ) $ ( 60,845 ) $ ( 409 ) $ 1,018,913

Balance on December 31, 2022 $ 11,431 $ 1,633 $ 135,953 $ 1,112,462 $ ( 84,837 ) $ ( 60,845 ) $ ( 409 ) $ 1,115,388

6 unchanged sentences

— — — — — — — —

Conversion of 1,227,546 shares of Class B Common Stock

1,227 ( 1,227 ) — — — — — —

Balance on September 30, 2022 $ 11,431 $ 1,633 $ 135,953 $ 1,029,169 $ ( 98,019 ) $ ( 60,845 ) $ ( 409 ) $ 1,018,913

Balance on March 31, 2023 $ 11,431 $ 1,633 $ 135,953 $ 1,230,589 $ ( 84,099 ) $ ( 60,845 ) $ ( 409 ) $ 1,234,253

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

The condensed consolidated financial statements include the accounts and the consolidated operations of Coca‑Cola Consolidated, Inc.

and its majority-owned subsidiaries (the “Company”).

and its majority-owned subsidiaries (collectively referred to herein as the “Company”).

All significant intercompany accounts and transactions have been eliminated.

3 unchanged sentences

The condensed consolidated financial statements presented are:

• The financial position as of September 29, 2023 and December 31, 2022.

• The results of operations, comprehensive income and changes in stockholders’ equity for the three-month periods ended September 29, 2023 (the “third quarter” of fiscal 2023 (“2023”)) and September 30, 2022 (the “third quarter” of fiscal 2022 (“2022”)) and the nine-month periods ended September 29, 2023 (the “first nine months” of 2023) and September 30, 2022 (the “first nine months” of 2022).

• The changes in cash flows for the first nine months of 2023 and the first nine months of 2022.

• The financial position as of March 29, 2024 and December 31, 2023.

• The results of operations, comprehensive income and changes in stockholders’ equity for the three-month periods ended March 29, 2024 (the “first quarter” of fiscal 2024 (“2024”)) and March 31, 2023 (the “first quarter” of fiscal 2023 (“2023”)).

• The changes in cash flows for the first quarter of 2024 and the first quarter of 2023.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X.

7 unchanged sentences

The Company included in its Annual Report on Form 10-K for 2023 under the caption “Discussion of Critical Accounting Estimates” in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” a discussion of the Company’s most critical accounting estimates, which are those the Company believes to be the most important to the portrayal of its financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” a discussion of the Company’s most critical accounting estimates, which are those the Company believes to be the most important to the portrayal of its financial condition and results of operations and that require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Any changes in critical accounting estimates are discussed with the Audit Committee of the Company’s Board of Directors during the quarter in which a change is contemplated and prior to making such change.

Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities-Supplier Finance Programs,” which requires additional quantitative and qualitative disclosures related to a company’s supply chain finance programs to enhance the transparency of these programs.

The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

The Company adopted ASU 2022-04 in the first quarter of 2023, with the exception of the amendment on rollforward information, and the adoption did not have a material impact on its condensed consolidated financial statements.

See Note 12 for disclosures related to the Company’s supply chain finance program.

See Note 6 for discussion related to the Company’s new short-term investments during the first quarter of 2024.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which requires additional disclosure of significant segment expenses included in the reported measure of segment profit or loss and regularly provided to the Chief Operating Decision Maker (the “CODM”).

It also requires disclosure and a description of the composition of other amounts by reportable segment, disclosure of a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods and disclosure of the CODM’s title and process for assessing a reportable segment’s profit or loss.

The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years beginning after December 15, 2024.

The Company has evaluated the impact ASU 2023-07 will have on its consolidated financial statements and does not expect a material impact upon adoption.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires disclosure of specific categories in the rate reconciliation, including additional information for reconciling items that meet a quantitative threshold, and specific disaggregation of income taxes paid and tax expense.

The amendment is effective for annual periods beginning after December 15, 2024.

The Company has evaluated the impact ASU 2023-09 will have on its consolidated financial statements and does not expect a material impact upon adoption.

Related Party Transactions

1 unchanged sentence

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 the Company’s soft drink products, either concentrate or syrup, are manufactured.

As of September 29, 2023, J.

As of March 29, 2024, J.

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 1,004,394 shares of the Company’s Class B Common Stock, which represented approximately 71 % of the total voting power of the Company’s outstanding Common Stock and Class B Common Stock on a consolidated basis.

As of September 29, 2023, The Coca‑Cola Company owned shares of the Company’s Common Stock representing approximately 9 % of the total voting power of the Company’s outstanding Common Stock and Class B Common Stock on a consolidated basis.

As of March 29, 2024, The Coca‑Cola Company owned shares of the Company’s Common Stock representing approximately 9 % of the total voting power of the Company’s outstanding Common Stock and Class B Common Stock on a consolidated basis.

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.

4 unchanged sentences

The following table summarizes the significant cash transactions between the Company and The Coca‑Cola Company:

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

2 unchanged sentences

Payments made by The Coca-Cola Company to the Company 55,398 47,439

(1) This excludes acquisition related sub-bottling payments made by the Company to CCR (as defined below), a wholly owned subsidiary of The Coca‑Cola Company, but includes the purchase price of certain additional BODYARMOR distribution rights, each as discussed below.

On January 1, 2022, the Company entered into an agreement to acquire $ 30.1 million of additional BODYARMOR distribution rights with an estimated useful life of 40 years.

(1) This excludes acquisition related sub-bottling payments made by the Company to CCR (as defined below), a wholly owned subsidiary of The Coca‑Cola Company.

More than 80 % of the payments made by the Company to The Coca‑Cola Company were for concentrate, syrup, sweetener and other finished goods products, which were recorded in cost of sales in the condensed consolidated statements of operations and represent the primary components of the soft drink products the Company manufactures and distributes.

3 unchanged sentences

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.

Payments made by The Coca‑Cola Company to the Company also included transportation services and fountain product delivery and equipment repair services performed by the Company on The Coca‑Cola Company’s equipment, all of which were recorded in net sales in the condensed consolidated statements of operations.

Payments made by The Coca‑Cola Company to the Company also included fountain product delivery and equipment repair services performed by the Company on The Coca‑Cola Company’s equipment, all of which were recorded in net sales in the condensed consolidated statements of operations.

Coca‑Cola Refreshments USA, Inc.

The Company, The Coca‑Cola Company and CCR entered into comprehensive beverage agreements (collectively, the “CBA”), related to a multi-year series of transactions, which were completed in October 2017, through which the Company acquired and exchanged distribution territories and manufacturing plants (the “System Transformation”).

The CBA requires the Company to make quarterly acquisition related 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 acquisition related 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 applicable to the System Transformation.

Acquisition related sub-bottling payments to CCR were $ 21.0 million in the first nine months of 2023 and $ 28.4 million in the first nine months of 2022.

The CBA requires the Company to make quarterly acquisition related 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 acquisition related 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 applicable to the System Transformation.

Acquisition related sub-bottling payments to CCR were $ 9.7 million in the first quarter of 2024 and $ 6.5 million in the first quarter of 2023.

The following table summarizes the liability recorded by the Company to reflect the estimated fair value of contingent consideration related to future expected acquisition related sub-bottling payments to CCR:

(in thousands) September 29, 2023 December 31, 2022

(in thousands) March 29, 2024 December 31, 2023

Current portion of acquisition related contingent consideration $ 71,671 $ 64,528

4 unchanged sentences

The Company accounts for Southeastern as an equity method investment.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.8 million as of September 29, 2023 and $ 21.2 million as of December 31, 2022.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.4 million as of March 29, 2024 and $ 20.9 million as of December 31, 2023.

South Atlantic Canners, Inc.

2 unchanged sentences

The Company accounts for SAC as an equity method investment.

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance sheets, was $ 14.9 million as of September 29, 2023 and $ 8.2 million as of December 31, 2022.

The Company also guarantees a portion of SAC’s debt;

see Note 20 for additional information.

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance sheets, was $ 19.1 million as of March 29, 2024 and $ 17.2 million as of December 31, 2023.

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 recorded as a reduction to cost of sales in the condensed consolidated statements of operations, were $ 6.9 million in the first nine months of 2023 and $ 6.7 million in the first nine months of 2022.

Proceeds from management fees received from SAC, which were recorded as a reduction to cost of sales in the condensed consolidated statements of operations, were $ 2.3 million in the first quarter of 2024 and $ 2.2 million in the first quarter of 2023.

Coca‑Cola Bottlers’ Sales & Services Company LLC (“CCBSS”)

2 unchanged sentences

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 $ 19.5 million on September 29, 2023 and $ 25.7 million on December 31, 2022, which were classified as accounts receivable, other in the condensed consolidated balance sheets.

The Company had rebates due from CCBSS of $ 21.1 million on March 29, 2024 and $ 14.3 million on December 31, 2023, which were classified as accounts receivable, other in the condensed consolidated balance sheets.

Changes in rebates receivable relate to volatility in raw material prices and the timing of cash receipts of rebates.

2 unchanged sentences

The Company accounts for CONA as an equity method investment.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 20.6 million as of September 29, 2023 and $ 16.9 million as of December 31, 2022.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 22.9 million as of March 29, 2024 and $ 22.1 million as of December 31, 2023.

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 service fees to CONA of $ 20.6 million in the first nine months of 2023 and $ 19.9 million in the first nine months of 2022.

The Company incurred service fees to CONA of $ 5.7 million in the first quarter of 2024 and $ 6.4 million in the first quarter of 2023.

Related Party Leases

3 unchanged sentences

The annual base rent the Company is obligated to pay under this lease is subject to an adjustment for an inflation factor and the lease expires on December 31, 2029.

The principal balance outstanding under this lease was $ 23.2 million on September 29, 2023 and $ 25.5 million on December 31, 2022.

A summary of rental payments for related party leases for the third quarter and the first nine months of 2023 and 2022 is as follows:

Third Quarter First Nine Months

(in thousands) 2023 2022 2023 2022

Company headquarters $ 983 $ 963 $ 2,949 $ 2,890

Snyder Production Center (1)

(1) The lease for the Snyder Production Center and an adjacent sales facility in Charlotte, North Carolina (together, the “Snyder Production Center”) was terminated during the first quarter of 2022 in connection with the purchase of the Snyder Production Center by CCBCC Operations, LLC, a wholly owned subsidiary of the Company.

The principal balance outstanding under this lease was $ 21.7 million on March 29, 2024 and $ 22.5 million on December 31, 2023.

Rental payments for this lease were $ 1.0 million in both the first quarter of 2024 and the first quarter of 2023.

Long-Term Performance Equity Plan

4 unchanged sentences

These awards may be settled in cash and/or shares of the Company’s Class B Common Stock, based on the average of the closing prices of shares of the Company’s Common Stock during the last 20 trading days of the performance period.

Compensation expense for the Long-Term Performance Equity Plan, which was included in selling, delivery and administrative (“SD&A”) expenses in the condensed consolidated statements of operations, was $ 2.3 million in both the third quarter of 2023 and the third quarter of 2022 and $ 8.0 million and $ 7.9 million in the first nine months of 2023 and the first nine months of 2022, respectively.

Compensation expense for the Long-Term Performance Equity Plan, which was included in selling, delivery and administrative expenses in the condensed consolidated statements of operations, was $ 2.0 million in both the first quarter of 2024 and the first quarter of 2023.

Revenue Recognition

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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”).

Point in time sales accounted for approximately 98 % of the Company’s net sales in the first nine months of 2023 and approximately 97 % of the Company’s net sales in the first nine months of 2022.

Point in time sales accounted for approximately 98 % of the Company’s net sales in both the first quarter of 2024 and the first quarter of 2023.

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”).

5 unchanged sentences

The following table represents a disaggregation of revenue from contracts with customers:

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

11 unchanged sentences

Returned product is recognized as a reduction to net sales.

The Company’s reserve for customer returns was $ 4.1 million as of September 29, 2023 and $ 3.0 million as of December 31, 2022.

The Company’s reserve for customer returns was $ 4.8 million as of March 29, 2024 and $ 4.5 million as of December 31, 2023.

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 the first nine months of 2023 and the first nine months of 2022:

First Nine Months

Following is a summary of activity for the allowance for credit losses during the first quarter of 2024 and the first quarter of 2023:

First Quarter

(in thousands) 2024 2023

3 unchanged sentences

Ending balance - allowance for credit losses $ 11,775 $ 14,006

The Company evaluates segment reporting in accordance with 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.

4 unchanged sentences

The Company’s segment results are as follows:

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

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Sales between these segments are recognized at either fair market value or cost depending on the nature of the transaction.

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

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The following table sets forth the computation of basic net income per share and diluted net income per share under the two-class method:

Third Quarter First Nine Months

First Quarter

(in thousands, except per share data) 2024 2023

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Numerator for diluted net income per Class B Common Stock share $ 17,779 $ 12,834

Third Quarter First Nine Months

First Quarter

(in thousands, except per share data) 2024 2023

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(2) For purposes of the diluted net income 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 includes the dilutive effect of shares relative to the Long-Term Performance Equity Plan .

For periods presented during which the Company has net loss, the unvested shares granted pursuant to the Long-Term Performance Equity Plan are excluded from the computation of diluted net loss per share, as the effect would have been anti-dilutive.

(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 includes the dilutive effect of unvested performance shares relative to the Long-Term Performance Equity Plan .

For periods presented during which the Company has net loss, the unvested performance shares granted pursuant to the Long-Term Performance Equity Plan are excluded from the computation of diluted net loss per share, as the effect would have been anti-dilutive.

See Note 2 for additional information on the Long-Term Performance Equity Plan .

(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 in the computation of diluted net income per share.

(5) The Company did no t have anti-dilutive shares for any periods presented.

Once an election has been made to settle an award in cash, the dilutive effect of unvested performance shares relative to such award is prospectively removed from the denominator in the computation of diluted net income per share.

(5) The Company did no t have anti-dilutive unvested performance shares for any periods presented.

Short-Term Investments

Short-term investments that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity.

Short-term investments that are not classified as held-to-maturity are carried at fair value and classified as available-for-sale.

As of March 29, 2024, all of the Company’s short-term investments were classified as available-for-sale.

As of December 31, 2023, the Company did not have any short-term investments.

Realized gains and losses on available-for-sale investments are included in net income.

Unrealized gains and losses, net of tax, on available-for-sale investments are included in the condensed consolidated balance sheet as a component of accumulated other comprehensive income (loss).

As of March 29, 2024, the Company’s available-for-sale investments consisted of the following cost, unrealized positions and estimated fair value, disaggregated by class of instrument:

Gross Unrealized

(in thousands) Cost Gains Losses Estimated Fair Value

Treasury securities $ 115,297 $ 4 $ ( 176 ) $ 115,125

Corporate bonds 62,128 1 ( 53 ) 62,076

Commercial paper instruments 3,482 — ( 2 ) 3,480

Asset-backed securities 2,964 — ( 6 ) 2,958

Total short-term investments $ 183,871 $ 5 $ ( 237 ) $ 183,639

As of March 29, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the condensed consolidated balance sheet and had weighted average maturities of less than one year.

The Company did not identify any other-than-temporary impairment on its available-for-sale investments during the first quarter of 2024.

The sale and/or maturity of available-for-sale investments resulted in the following realized activity during the first quarter of 2024:

First Quarter

(in thousands) 2024

Gross realized gains $ —

Gross realized losses —

Proceeds 1,116

There was no realized activity during the first quarter of 2023, as the Company did not have any short-term investments during that period.

Inventories consisted of the following:

(in thousands) September 29, 2023 December 31, 2022

(in thousands) March 29, 2024 December 31, 2023

Finished products $ 246,307 $ 207,912

4 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

(in thousands) September 29, 2023 December 31, 2022

(in thousands) March 29, 2024 December 31, 2023

Repair parts $ 31,317 $ 35,256

7 unchanged sentences

The principal categories and estimated useful lives of property, plant and equipment, net were as follows:

(in thousands) September 29, 2023 December 31, 2022 Estimated Useful Lives

(in thousands) March 29, 2024 December 31, 2023 Estimated Useful Lives

Land $ 99,858 $ 99,858

11 unchanged sentences

Following is a summary of the weighted average remaining lease term and the weighted average discount rate for the Company’s leases:

September 29, 2023 December 31, 2022

March 29, 2024 December 31, 2023

Weighted average remaining lease term:

5 unchanged sentences

Following is a summary of the Company’s leases within the condensed consolidated statements of operations:

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

5 unchanged sentences

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 September 29, 2023:

Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of March 29, 2024:

(in thousands) Operating Leases Financing Leases

24 unchanged sentences

Following is a summary of the Company’s leases within the condensed consolidated statements of cash flows:

First Nine Months

First Quarter

(in thousands) 2024 2023

7 unchanged sentences

Distribution Agreements, Net

Distribution agreements, net, which are amortized on a straight-line basis and have an estimated useful life of 20 to 40 years, consisted of the following:

(in thousands) September 29, 2023 December 31, 2022

Distribution agreements, net, which are amortized on a straight-line basis and have estimated useful lives of 20 to 40 years, consisted of the following:

(in thousands) March 29, 2024 December 31, 2023

Distribution agreements at cost $ 990,191 $ 990,191

1 unchanged sentence

Distribution agreements, net $ 810,920 $ 817,143

Following is a summary of activity for distribution agreements, net during the first nine months of 2023 and the first nine months of 2022:

First Nine Months

(in thousands) 2023 2022

Beginning balance - distribution agreements, net $ 842,035 $ 836,777

Other distribution agreements — 30,149

Additional accumulated amortization ( 18,669 ) ( 18,669 )

Ending balance - distribution agreements, net $ 823,366 $ 848,257

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) September 29, 2023 December 31, 2022

Customer lists, net, which are amortized on a straight-line basis and have estimated useful lives of five to 12 years, consisted of the following:

(in thousands) March 29, 2024 December 31, 2023

Customer lists at cost $ 25,288 $ 25,288

8 unchanged sentences

All outstanding amounts related to suppliers participating in the SCF program are recorded in accounts payable, trade in the condensed consolidated balance sheets, and associated payments are included in operating activities in the condensed consolidated statements of cash flows.

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 50.5 million as of September 29, 2023 and $ 44.2 million as of December 31, 2022.

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 50.2 million as of March 29, 2024 and $ 55.1 million as of December 31, 2023.

Other Accrued Liabilities

Other accrued liabilities consisted of the following:

(in thousands) September 29, 2023 December 31, 2022

(in thousands) March 29, 2024 December 31, 2023

Current portion of acquisition related contingent consideration $ 71,671 $ 64,528

3 unchanged sentences

Accrued taxes (other than income taxes) 8,733 7,474

Accrued interest payable 5,842 2,520

All other accrued expenses 24,634 19,430

4 unchanged sentences

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.

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 are recognized in earnings consistent with the expense classification of the underlying hedged item.

Commodity derivative instruments held by the Company are marked to market on a quarterly basis and are 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 condensed consolidated statements of cash flows.

Settlements of commodity derivative instruments are included in cash flows from operating activities in the condensed 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 condensed consolidated statements of operations:

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

1 unchanged sentence

Selling, delivery and administrative expenses ( 43 ) ( 2,690 )

Total gain (loss) $ 678 $ ( 3,611 ) $ ( 3,728 ) $ ( 2,557 )

Total loss $ ( 1,199 ) $ ( 3,085 )

All commodity derivative instruments are recorded at fair value as either assets or liabilities in the condensed consolidated balance sheets.

2 unchanged sentences

The following table summarizes the fair values of the Company’s commodity derivative instruments and the classification of such instruments in the condensed consolidated balance sheets:

(in thousands) September 29, 2023 December 31, 2022

(in thousands) March 29, 2024 December 31, 2023

Prepaid expenses and other current assets $ 2,548 $ 3,747

1 unchanged sentence

The following table summarizes the Company’s gross commodity derivative instrument assets and gross commodity derivative instrument liabilities in the condensed consolidated balance sheets:

(in thousands) September 29, 2023 December 31, 2022

(in thousands) March 29, 2024 December 31, 2023

Gross commodity derivative instrument assets $ 2,548 $ 3,747

1 unchanged sentence

The following table summarizes the Company’s outstanding commodity derivative instruments:

(in thousands) September 29, 2023 December 31, 2022

(in thousands) March 29, 2024 December 31, 2023

Notional amount of outstanding commodity derivative instruments $ 52,923 $ 50,187

10 unchanged sentences

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.

Short-term investments Level 1 The fair values of the Company’s Level 1 short-term investments, which are U.S.

Treasury securities, corporate bonds and asset-backed securities, are based on the quoted market prices of those securities which are actively traded on national exchanges.

Short-term investments Level 2 The fair values of the Company’s Level 2 short-term investments, which are commercial paper instruments, are based on estimated current market prices and have readily determinable fair market values.

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.

4 unchanged sentences

Acquisition related contingent consideration Level 3 The fair value of the Company’s acquisition related contingent consideration is based on internal forecasts and the weighted average cost of capital (“WACC”) derived from market data.

The following tables summarize the carrying amounts and the fair values by level of the Company’s deferred compensation plan assets and liabilities, commodity derivative instruments, long‑term debt and acquisition related contingent consideration:

September 29, 2023

The following tables summarize the carrying amounts and the fair values by level of the Company’s deferred compensation plan assets and liabilities, short-term investments, commodity derivative instruments, long‑term debt and acquisition related contingent consideration:

March 29, 2024

(in thousands) Carrying

3 unchanged sentences

Deferred compensation plan assets $ 73,132 $ 73,132 $ 73,132 $ — $ —

Short-term investments 183,639 183,639 180,159 3,480 —

Commodity derivative instruments 2,548 2,548 — 2,548 —

13 unchanged sentences

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 subject to acquisition related sub-bottling payments to fair value by discounting future expected acquisition related sub-bottling payments required under the CBA using the Company’s estimated WACC.

Each reporting period, the

Company adjusts its acquisition related contingent consideration liability related to the distribution territories subject to acquisition related sub-bottling payments to fair value by discounting future expected acquisition related sub-bottling payments required under the CBA using the Company’s estimated WACC.

The future expected acquisition related 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 acquisition related sub-bottling payments that will be made in the future under the CBA, and current acquisition related 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.

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:

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

2 unchanged sentences

Reclassification to current payables ( 4,500 ) ( 200 )

Increase in fair value 18,864 22,568 86,038 21,132

(Decrease) increase in fair value ( 5,541 ) 41,654

Ending balance - Level 3 liability $ 649,596 $ 576,446

As of September 29, 2023 and September 30, 2022, discount rates of 9.2 % and 9.3 %, respectively, were utilized in the valuation of the Company’s acquisition related contingent consideration liability.

The increase in the fair value of the acquisition related contingent consideration liability in the first nine months of 2023 was primarily driven by higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments.

This fair value adjustment was recorded in other expense, net in the condensed consolidated statement of operations for the first nine months of 2023.

As of March 29, 2024 and March 31, 2023, a WACC of 8.9 % and 8.7 %, respectively, was 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 the first quarter of 2024 was primarily driven by an increase in the WACC used to calculate the fair value of the liability, partially offset by higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments.

This fair value adjustment was recorded in mark-to-market on acquisition related contingent consideration in the condensed consolidated statement of operations for the first quarter of 2024.

For the next five future years, the Company anticipates that the amount it could pay annually under the acquisition related contingent consideration arrangements for the distribution territories subject to acquisition related sub-bottling payments will be in the range of approximately $ 50 million to $ 70 million.

The Company’s effective income tax rate was 25.3 % for the first nine months of 2023 and 25.7 % for the first nine months of 2022.

The Company’s income tax expense was $ 112.4 million for the first nine months of 2023 and $ 107.9 million for the first nine months of 2022.

The increase in income tax expense was primarily attributable to higher income before taxes during the first nine months of 2023 compared to the first nine months of 2022.

The Company had uncertain tax positions, including accrued interest, of $ 0.4 million on September 29, 2023 and $ 0.3 million on December 31, 2022, all of which would affect the Company’s effective income tax rate if recognized.

The Company’s effective income tax rate was 25.6 % for the first quarter of 2024 and 25.8 % for the first quarter of 2023.

The Company’s income tax expense was $ 57.1 million for the first quarter of 2024 and $ 41.1 million for the first quarter of 2023.

The increase in income tax expense was primarily attributable to higher income before taxes during the first quarter of 2024 compared to the first quarter of 2023.

The Company had uncertain tax positions, including accrued interest, of $ 0.4 million on both March 29, 2024 and December 31, 2023, 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 not expect such change would have a material impact on the condensed consolidated financial statements.

4 unchanged sentences

The primary Company-sponsored pension plan (the “Primary Plan”) was frozen as of June 30, 2006 and no benefits accrued to participants after that date.

The Primary Plan was terminated during 2023, as discussed below.

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.

In 2022, the Company began the process of terminating the Primary Plan.

In connection with the termination process, the Company offered a lump sum benefit payout option to certain plan participants.

During the second quarter of 2023, payments were made to those participants who selected the lump sum benefit payout option.

The Company recognized a settlement expense of $ 39.8 million in the second quarter of 2023 related primarily to pre-tax actuarial losses associated with the lump sum benefit payments that were reclassified out of accumulated other comprehensive income (loss).

The remaining assets of the Primary Plan were used to purchase a group annuity contract that transferred the remaining Primary Plan benefit liabilities to an insurance company during the third quarter of 2023.

Upon full settlement of the Primary Plan benefit liabilities, the remainder of the gross actuarial losses associated with the Primary Plan were reclassified out of accumulated other

comprehensive income (loss), resulting in a settlement expense of $ 77.3 million during the third quarter of 2023.

There was no remaining liability for the unfunded portion of the Primary Plan as of September 29, 2023.

As of September 29, 2023, there were no gross actuarial losses included in accumulated other comprehensive income (loss) associated with the Primary Plan.

As of December 31, 2022, there were approximately $ 117 million of gross actuarial losses included in accumulated other comprehensive income (loss) associated with the Primary Plan.

The components of total pension expense were as follows:

Third Quarter First Nine Months

During the second quarter of 2023, the Company began recognizing the termination of the Primary Plan.

The Company recognized settlement expense of $ 112.8 million during the final three quarters of 2023 in conjunction with the full settlement of the Primary Plan benefit liabilities.

This settlement expense related primarily to the reclassification of the gross actuarial losses associated with the Primary Plan out of accumulated other comprehensive loss and was recorded as pension plan settlement expense in the consolidated statement of operations for 2023.

See Note 22 for additional information related to the impact on accumulated other comprehensive loss of the Primary Plan termination during 2023.

The components of net periodic pension cost related to the Bargaining Plan during the first quarter of 2024 and both the Bargaining Plan and the Primary Plan during the first quarter of 2023 were as follows:

First Quarter

(in thousands) 2024 2023

5 unchanged sentences

Net periodic pension cost $ 921 $ 2,670

Settlement expense 77,319 — 117,096 —

Total pension expense $ 78,330 $ 3,472 $ 123,448 $ 10,417

The Company contributed $ 12.0 million to fund the termination of the Primary Plan during the first nine months of 2023.

The Company contributed $ 4.3 million to the Bargaining Plan during the first nine months of 2023 to fund the ongoing projected benefit obligation of the Bargaining Plan.

The Company does not anticipate making additional contributions to the Bargaining Plan during the fourth quarter of 2023.

Contributions to the Bargaining Plan are based on actuarially determined amounts and are limited to the amounts currently deductible for income tax purposes.

The Company did not make any contributions to the Bargaining Plan during the first quarter of 2024.

The Company does not expect cash contributions to the Bargaining Plan to exceed $ 2 million during 2024.

Postretirement Benefits

3 unchanged sentences

The components of net periodic postretirement benefit cost were as follows:

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

5 unchanged sentences

Other liabilities consisted of the following:

(in thousands) September 29, 2023 December 31, 2022

(in thousands) March 29, 2024 December 31, 2023

Noncurrent portion of acquisition related contingent consideration $ 577,925 $ 604,809

8 unchanged sentences

Rate Interest

Nonpublic September 29,

Nonpublic March 29,

2024 December 31,

12 unchanged sentences

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) During the first nine months of 2023, the Company amended its revolving credit facility to complete the transition of the interest rate index from the London InterBank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR), as contemplated in the revolving credit facility.

The Company mitigates its financing risk by using multiple financial institutions and only entering into credit arrangements with institutions with investment grade credit ratings.

3 unchanged sentences

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 September 29, 2023.

The Company was in compliance with these covenants as of March 29, 2024.

These covenants have not restricted, and are not expected to restrict, the Company’s liquidity or capital resources.

5 unchanged sentences

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 19.3 million cases and 20.1 million cases of finished product from SAC in the first nine months of 2023 and the first nine months of 2022, respectively.

The Company purchased 6.1 million cases and 6.2 million cases of finished product from SAC in the first quarter of 2024 and the first quarter of 2023, respectively.

The following table summarizes the Company’s purchases from these manufacturing cooperatives:

Third Quarter First Nine Months

First Quarter

(in thousands) 2024 2023

2 unchanged sentences

Total purchases from manufacturing cooperatives $ 87,520 $ 92,432

The Company guarantees a portion of SAC’s debt, which expires in 2028.

The amount guaranteed was $ 9.5 million on both September 29, 2023 and December 31, 2022.

The Company guarantees a portion of SAC’s debt, which matures in 2028, based on the ratio of SAC’s total liabilities to SAC’s shareholders’ equity as of December 31 of each year.

As of March 29, 2024 and December 31, 2023, the amount of the Company’s guarantee of SAC’s debt was $ 0 and $ 9.5 million, respectively.

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.

3 unchanged sentences

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 September 29, 2023, and there was no impairment identified in 2022.

No impairment of the Company’s investment in SAC was identified as of March 29, 2024, and there was no impairment identified in 2023.

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 both September 29, 2023 and December 31, 2022.

These letters of credit totaled $ 37.6 million on both March 29, 2024 and December 31, 2023.

The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations.

As of September 29, 2023, the future payments related to these contractual arrangements, which expire at various dates through 2033, amounted to $ 137.3 million.

As of March 29, 2024, the future payments related to these contractual arrangements, which expire at various dates through 2033, amounted to $ 135.1 million.

The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of its business.

6 unchanged sentences

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 and the foreign currency translation for a subsidiary of the Company that performs data analysis and formerly provided consulting services outside the United States.

Following is a summary of AOCI(L) for the third quarter of 2023 and the third quarter of 2022:

(in thousands) June 30, 2023 Pre-tax Activity Tax Effect September 29, 2023

Accumulated other comprehensive income (loss) (“AOCI(L)”) is comprised of adjustments to the Company’s pension and postretirement medical benefit plans and unrealized gains/losses on the Company’s short-term investments.

Following is a summary of AOCI(L) for the first quarter of 2024 and the first quarter of 2023:

(in thousands) December 31, 2023 Pre-tax Activity Tax Effect March 29, 2024

Net pension activity:

Actuarial loss $ ( 72,626 ) $ 1,567 $ ( 384 ) $ ( 71,443 )

Prior service costs ( 99 ) 4 ( 1 ) ( 96 )

Pension plan settlement (1)

30,041 77,319 ( 36,202 ) 71,158

Net postretirement benefits activity:

Actuarial gain $ 533 $ — $ — $ 533

Prior service costs ( 97 ) 4 ( 1 ) ( 94 )

Reclassification of stranded tax effects (1)

( 19,720 ) — 14,911 ( 4,809 )

Total AOCI(L) $ ( 56,276 ) $ 78,890 $ ( 21,676 ) $ 938

(1) The stranded tax effect activity for the third quarter of 2023 is associated with the full settlement of the Primary Plan benefit liabilities.

(in thousands) July 1, 2022 Pre-tax Activity Tax Effect September 30, 2022

Net pension activity:

Actuarial loss $ ( 77,391 ) $ 989 $ ( 243 ) $ ( 76,645 )

Prior service credits 11 — — 11

Net postretirement benefits activity:

Actuarial loss ( 1,101 ) 92 ( 23 ) ( 1,032 )

Actuarial gain 721 26 ( 6 ) 741

Prior service costs ( 624 ) — — ( 624 )

Foreign currency translation adjustment ( 9 ) — — ( 9 )

Unrealized loss on short-term investments — ( 232 ) 56 ( 176 )

Reclassification of stranded tax effects ( 4,809 ) — — ( 4,809 )

Total AOCI(L) $ ( 4,276 ) $ ( 202 ) $ 49 $ ( 4,429 )

Following is a summary of AOCI(L) for the first nine months of 2023 and the first nine months of 2022:

(in thousands) December 31, 2022 Pre-tax Activity Tax Effect September 29, 2023

As of December 31, 2023 and March 29, 2024, there were no gross actuarial losses or prior service costs included in accumulated other comprehensive loss associated with the Primary Plan.

The Primary Plan settlement, which was completed during 2023, is reflected within the beginning balances above.

All pension activity during 2024 was related to the Bargaining Plan.

(in thousands) December 31, 2022 Pre-tax Activity Tax Effect March 31, 2023

Net pension activity:

1 unchanged sentence

Prior service costs ( 105 ) 4 ( 1 ) ( 102 )

Pension plan settlement — 117,096 ( 45,938 ) 71,158

Net postretirement benefits activity:

3 unchanged sentences

Total AOCI(L) $ ( 84,837 ) $ 977 $ ( 239 ) $ ( 84,099 )

(in thousands) December 31, 2021 Pre-tax Activity Tax Effect September 30, 2022

Net pension activity:

Actuarial loss $ ( 78,882 ) $ 2,966 $ ( 729 ) $ ( 76,645 )

Prior service credits 11 — — 11

Net postretirement benefits activity:

Actuarial loss ( 1,239 ) 275 ( 68 ) ( 1,032 )

Prior service costs ( 624 ) — — ( 624 )

Foreign currency translation adjustment ( 9 ) — — ( 9 )

Reclassification of stranded tax effects ( 19,720 ) — — ( 19,720 )

Total AOCI(L) $ ( 100,463 ) $ 3,241 $ ( 797 ) $ ( 98,019 )

Supplemental Disclosures of Cash Flow Information

Changes in current assets and current liabilities affecting cash were as follows:

First Nine Months

First Quarter

(in thousands) 2024 2023

Short-term investments $ ( 1,181 ) $ —

Accounts receivable, trade ( 12,081 ) ( 23,038 )

8 unchanged sentences

Accrued compensation ( 64,635 ) ( 51,175 )

Accrued interest payable 3,165 1,796

Change in current assets less current liabilities $ ( 44,257 ) $ ( 49,538 )

Subsequent Events

On May 6, 2024, the Company announced that it intends to purchase up to $ 3.1 billion in value of its Common Stock through both a modified “Dutch auction” tender offer (the “Tender Offer”) for up to $ 2.0 billion of its Common Stock and a separate share purchase agreement (the “Purchase Agreement”) with a subsidiary of The Coca‑Cola Company.

The Company intends to fund the Tender Offer and repurchase of shares under the Purchase Agreement with a combination of new funded debt and cash on hand.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements