What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-21 · 323 added, 230 removed, 1212 unchanged (31% of the section changed)

8 unchanged sentences

Income from operations 920,350 834,451 641,047

Interest (income) expense, net ( 918 ) 24,792 33,449

Interest expense (income), net 1,848 ( 918 ) 24,792

Mark-to-market on acquisition related contingent consideration 59,166 159,354 32,301

23 unchanged sentences

Prior service credits (costs) 12 8 ( 116 )

Pension plan settlement 82,822 — —

Postretirement benefits reclassification including benefit costs:

Actuarial (loss) gain ( 6,031 ) 7,991 3,089

Interest rate swap — — 556

Actuarial gain (loss) 2,239 ( 6,031 ) 7,991

Unrealized gain on short-term investments 25 — —

Pension plan settlement — 82,822 —

Foreign currency translation adjustment — — 9

7 unchanged sentences

Cash and cash equivalents $ 1,135,824 $ 635,269

Short-term investments 301,210 —

Accounts receivable, trade 567,653 555,933

22 unchanged sentences

Dividends payable — 154,666

Current portion of debt 349,699 —

Total current liabilities 1,313,169 1,091,334

18 unchanged sentences

authorized - 30,000,000 shares;

issued - 11,431,367 shares

issued - 10,832,748 and 11,431,367 shares, respectively

10,833 11,431

7 unchanged sentences

Retained earnings 1,395,183 1,352,111

Accumulated other comprehensive loss ( 4,276 ) ( 84,837 )

Accumulated other comprehensive income (loss) 1,885 ( 4,276 )

Treasury stock, at cost:

Common Stock - 3,062,374 shares

Common Stock - 3,119,660 and 3,062,374 shares, respectively

( 127,467 ) ( 60,845 )

14 unchanged sentences

Fair value adjustment of acquisition related contingent consideration 59,166 159,354 32,301

Pension plan settlement expense 112,796 — —

Deferred income taxes ( 49,021 ) 8,977 ( 9,183 )

Loss on sale of property, plant and equipment 3,168 7,181 5,642

Deferred income taxes 2,529 ( 49,021 ) 8,977

Amortization of debt costs 2,310 991 1,012

Pension plan settlement expense — 112,796 —

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

Impairment and abandonment of property, plant and equipment — — 3,200

Change in current assets less current liabilities ( 3,774 ) 29,138 ( 74,784 )

5 unchanged sentences

Additions to property, plant and equipment $ ( 371,015 ) $ ( 282,304 ) $ ( 298,611 )

Purchases of short-term investments ( 446,309 ) — —

Proceeds from the disposal of short-term investments 150,274 — —

Investment in equity method investees ( 15,720 ) ( 13,741 ) ( 3,094 )

3 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from bond issuance $ 1,200,000 $ — $ —

Payments related to share repurchases ( 625,654 ) — —

Cash dividends paid ( 185,635 ) ( 46,868 ) ( 9,374 )

Payments of acquisition related contingent consideration ( 64,312 ) ( 28,208 ) ( 36,515 )

Payments on financing lease obligations ( 2,303 ) ( 2,988 ) ( 4,778 )

Debt issuance fees ( 15,512 ) ( 340 ) ( 310 )

Payments on financing lease obligations ( 2,488 ) ( 2,303 ) ( 2,988 )

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

Borrowings under term loan facility — — 70,000

Payments on revolving credit facility — — ( 55,000 )

Borrowings under revolving credit facility — — 55,000

Net cash used in financing activities $ ( 77,719 ) $ ( 174,187 ) $ ( 272,291 )

Net cash provided by (used in) financing activities $ 306,399 $ ( 77,719 ) $ ( 174,187 )

Net increase in cash $ 500,555 $ 437,621 $ 55,334

19 unchanged sentences

— — — ( 4,828 ) — — — ( 4,828 )

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

1,227 ( 1,227 ) — — — — — —

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

— — — ( 18,084 ) — — — ( 18,084 )

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

1,227 ( 1,227 ) — — — — — —

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

6 unchanged sentences

— — — ( 3,517 ) — — — ( 3,517 )

Share repurchases (1)

( 598 ) — — ( 559,084 ) — ( 66,622 ) — ( 626,304 )

Balance on December 31, 2024 $ 10,833 $ 1,633 $ 135,953 $ 1,395,183 $ 1,885 $ ( 127,467 ) $ ( 409 ) $ 1,417,611

(1) The share repurchases relate to shares repurchased in a tender offer and a separate share repurchase transaction with a subsidiary of The Coca‑Cola Company, both discussed in Note 2, as well as a separate share repurchase program approved by the Board of Directors, discussed in Note 5.

See accompanying notes to consolidated financial statements.

14 unchanged sentences

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 additional two operating segments, which include Data Ventures, Inc.

and the Red Classic subsidiaries, 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

5 unchanged sentences

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks and cash equivalents, which are highly liquid money market funds and debt instruments with maturities of 90 days or less.

Cash and cash equivalents include cash on hand, cash in banks and cash equivalents, which are highly liquid money market funds, time deposits, commercial paper and debt instruments with maturities of 90 days or less.

The Company maintains cash deposits with major banks, which may exceed federally insured limits.

2 unchanged sentences

Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale.

Short-term Investments

Short-term investments include various instruments, such as U.S.

Treasury securities, investment-grade corporate bonds and commercial paper instruments, with maturities of greater than three months, but less than one year.

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.

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 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 evaluates the collectability of its trade accounts receivable based

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.

2 unchanged sentences

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.

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.

63 unchanged sentences

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 2023, 2022 and 2021, the Company performed its annual impairment test of goodwill and determined there was no impairment of the carrying value of these assets.

During 2024, 2023 and 2022, the Company performed its annual impairment test of goodwill and determined there was no impairment of the carrying values of these assets.

Distribution Agreements and Customer Lists

2 unchanged sentences

Acquisition Related Contingent Consideration Liability

(“CCR”), a wholly owned subsidiary of The Coca‑Cola Company, over the useful life of the related distribution rights.

The acquisition related contingent consideration liability consists of the estimated amounts due to The Coca‑Cola Company under the Company’s comprehensive beverage agreements (as amended, collectively, the “CBA”) with The Coca‑Cola Company and Coca‑Cola Refreshments USA, LLC (“CCR”), a wholly owned subsidiary of The Coca‑Cola Company, over the useful life of the related distribution rights.

The CBA relates 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”).

Pursuant to the CBA, the Company is required 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.

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.

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 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.

5 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.

During 2023, the Primary Plan was fully settled.

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.

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 also sponsors a postretirement healthcare plan for employees meeting specified qualifying 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 Primary Plan was fully settled in 2023.

The Company recognized a non-cash charge related to the full settlement of the Primary Plan benefit liabilities, which was recorded as pension plan settlement expense in the consolidated statement of operations for 2023, and there are no remaining benefit liabilities related to the Primary Plan as of December 31, 2023.

See Note 17 for additional discussion of the termination of the Primary Plan.

The Company determines an appropriate discount rate annually for the Bargaining Plan and the postretirement healthcare plan based on the Aon AA Above Median yield curve as of the measurement date and reviews the discount rate assumption at the end of each year.

36 unchanged sentences

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

Marketing and Other 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 to cost of sales, primarily on a per unit basis, as the product is sold.

The Company’s brand partners also provide funding related to the delivery of post-mix gallons to locally managed customers within the Company’s territory.

Payments to the Company for marketing and other funding programs to promote bottle/can sales volume and fountain syrup sales volume are recognized as a reduction to 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.

1 unchanged sentence

As such, the cash received is accounted for as a reduction to 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 a reduction to cost of sales.

Payments the Company receives from The Coca‑Cola Company and other beverage companies for marketing and other funding support are classified as a reduction to cost of sales.

Commodity Derivative Instruments

3 unchanged sentences

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.

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 quarterly basis and 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.

2 unchanged sentences

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.

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

5 unchanged sentences

(i) purchases of finished products, (ii) raw material costs, including aluminum cans, plastic bottles, carbon dioxide 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

7 unchanged sentences

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, based on the Company’s attainment during a performance period of performance measures specified by the Compensation Committee of the Company’s Board of Directors.

Harrison may elect to have awards earned under the Long‑Term Performance Equity Plan settled in cash and/or shares of the Company’s Class B Common Stock.

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 (as defined below).

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

Common Stock and Class B Common Stock

The Company has two classes of common stock outstanding, Common Stock and Class B Common Stock.

The Company has two classes of common stock outstanding, Common Stock, par value $ 1.00 per share (“Common Stock”), and Class B Common Stock, par value $ 1.00 per share (“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.

1 unchanged sentence

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 the 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.

Except as otherwise required by law, holders of the Common Stock and the

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 72 % of the total voting power of the stockholders of the Company and control the election of the Board of Directors.

1 unchanged sentence

No cash dividend or dividend of property or stock other than stock of the Company, as specifically described in the Company’s Restated Certificate of Incorporation, as amended (the “Restated 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 Restated 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.

Under the Restated 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.

1 unchanged sentence

During 2024, dividends of $ 3.50 per share were declared and dividends of $ 20.00 per share were paid on both the Common Stock and the Class B Common Stock.

Of the dividends declared in 2023, $ 16.50 per share of dividends declared but not yet paid as of December 31, 2023 were paid on February 9, 2024 to stockholders of record of the Common Stock and the Class B Common Stock as of the close of business on January 26, 2024.

During 2023, dividends of $ 18.00 per share were declared and dividends of $ 5.00 per share were paid on both the Common Stock and the Class B Common Stock.

During 2021, dividends of $ 1.00 per share were declared and paid on both the Common Stock and the Class B Common Stock.

Total cash dividends paid were $ 46.9 million in 2023 and $ 9.4 million in both 2022 and 2021.

During 2022, dividends of $ 4.50 per share were declared and dividends of $ 1.00 per share were paid on both the Common Stock and the Class B Common Stock.

Total cash dividends paid were $ 185.6 million in 2024, $ 46.9 million in 2023 and $ 9.4 million in 2022.

Net Income Per Share

17 unchanged sentences

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 consolidated financial statements.

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

Recently Issued Accounting Pronouncements

The Company adopted ASU 2022-04 in the first quarter of

2023, with the exception of the amendment on rollforward information, which the Company adopted in the fourth quarter of 2024.

The adoption did not have a material impact on the Company’s consolidated financial statements.

See Note 13 for disclosure related to the Company’s supply chain finance program.

In November 2023, the FASB issued 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 evaluated the impact ASU 2023-07 will have on its consolidated financial statements and does not expect a material impact upon adoption.

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 and interim periods beginning after December 15, 2024.

The Company adopted ASU 2023-07 in the fourth quarter of 2024, noting no material impact on its consolidated financial statements.

See Note 4 for disclosure related to the Company’s segment reporting.

Recently Issued Accounting Pronouncements

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 amendment is effective for fiscal years 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.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” which requires disclosure of disaggregated income expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization, among other things.

The amendment also requires companies to provide a qualitative description of expense captions not separately disaggregated, as well as the total amount of selling expenses and, annually, the entity’s definition of selling expenses.

The amendment is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

The Company is in the process of evaluating the impact ASU 2024-03 will have on its consolidated financial statements.

Related Party Transactions

Frank Harrison, III

As of December 31, 2024, J.

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 1,004,394 shares of Class B Common Stock, which represented approximately 72 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

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

As of December 31, 2023, 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 December 31, 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.

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.

As of December 31, 2024, The Coca‑Cola Company owned shares of Common Stock representing approximately 7 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

The number of shares of 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.

Frank Harrison, III and the trustees of certain trusts established for the benefit of certain relatives of the late J.

Frank Harrison, Jr.

have agreed to vote the shares of the Company’s Common Stock and 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.

have agreed to vote the shares of Common Stock and Class B Common Stock that they control in favor of such designee.

The Coca‑Cola Company does not own any shares of Class B Common Stock.

On May 6, 2024, the Company announced its intention to purchase up to $ 3.10 billion in value of Common Stock through both a modified “Dutch auction” tender offer (the “Tender Offer”) for up to $ 2.00 billion of Common Stock and a separate share purchase agreement (the “Purchase Agreement”) with Carolina Coca-Cola Bottling Investments, Inc., an indirect wholly owned subsidiary of The Coca‑Cola Company (“CCCBI”).

On May 20, 2024, the Company launched its offer to purchase, for cash, shares of Common Stock at prices specified by the tendering stockholders of not less than $ 850 nor greater than $ 925 per share, with shares having an aggregate purchase price of no more than $ 2.00 billion.

In accordance with the terms and conditions of the Tender Offer, the Company repurchased 14,391.5 shares of Common Stock at a purchase price of $ 925 per share, for an aggregate purchase price of $ 13.3 million, excluding fees and expenses relating to the Tender Offer.

The shares repurchased represented 0.2 % of the shares of Common Stock that were issued and outstanding as of June 18, 2024.

Pursuant to the Purchase Agreement entered into on May 6, 2024 with CCCBI, the Company agreed to purchase and CCCBI agreed to sell, at the purchase price in the Tender Offer, a number of shares of Common Stock (the “Share Repurchase”) such that CCCBI would beneficially own shares of Common Stock representing 21.5 % of the total outstanding shares of Common Stock and Class B Common Stock immediately following the closing of the Share Repurchase (calculated assuming all issued and outstanding shares of Class B Common Stock were converted into Common Stock and taking into account the shares of Common Stock purchased in the Tender Offer).

On July 5, 2024, the Company repurchased and retired 598,619 shares of Common Stock in the Share Repurchase at a purchase price of $ 925 per share, for an aggregate purchase price of $ 553.7 million.

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

3 unchanged sentences

Payments made by The Coca-Cola Company to the Company 274,322 253,972 256,333

(1) This excludes acquisition related sub-bottling payments made by the Company to CCR, 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, a wholly owned subsidiary of The Coca‑Cola Company, as well as the payment made to repurchase shares pursuant to the Purchase Agreement entered into on May 6, 2024 with CCCBI (as further discussed above).

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 consolidated statements of operations and represent the primary components of the soft drink products the Company manufactures and distributes.

3 unchanged sentences

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 consolidated statements of operations.

Coca‑Cola Refreshments USA, Inc.

Coca‑Cola Refreshments USA, LLC

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.

9 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 consolidated balance sheets, was $ 20.9 million as of December 31, 2023 and $ 21.2 million as of December 31, 2022.

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

South Atlantic Canners, Inc.

14 unchanged sentences

In addition, the Company pays an administrative fee to CCBSS for its services.

The Company incurred administrative fees to CCBSS of $ 2.8 million in 2023, $ 2.4 million in 2022 and $ 2.9 million in 2021, which were classified as SD&A expenses in the consolidated statements of operations.

The Company incurred administrative fees to CCBSS of $ 2.8 million in both 2024 and 2023 and $ 2.4 million in 2022, which were classified as SD&A expenses in the consolidated statements of operations.

CONA Services LLC (“CONA”)

4 unchanged sentences

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 $ 27.5 million in 2023, $ 25.7 million in 2022 and $ 24.1 million in 2021.

The Company incurred service fees to CONA of $ 26.7 million in 2024, $ 27.5 million in 2023 and $ 25.7 million in 2022, which were classified as SD&A expenses in the consolidated statements of operations.

Related Party Leases

14 unchanged sentences

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 of the Company’s Board of Directors.

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.

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 was included in SD&A expenses in the consolidated statements of operations, was $ 10.5 million in 2024, $ 10.3 million in 2023 and $ 10.1 million in 2022.

11 unchanged sentences

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 98 % of the Company’s net sales in 2023 and approximately 97 % of the Company’s net sales in both 2022 and 2021.

Point in time sales accounted for approximately 98 % of the Company’s net sales in both 2024 and 2023 and approximately 97 % of the Company’s net sales in 2022.

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.

29 unchanged sentences

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.

Segment asset information is not provided to the CODM.

The Company has three operating segments, each identified by its unique products and services.

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 additional two operating segments, which include Data Ventures, Inc.

and the Red Classic subsidiaries, do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.” The accounting policies of the Nonalcoholic Beverages segment are the same as those described in the summary of significant accounting policies.

The CODM uses net sales, gross profit and income from operations in the annual budgeting and forecasting process.

Monthly, the CODM considers budget-to-actual variances and current year to prior year variances for these profit measures when making strategic business decisions and allocating resources to Company operations.

The Company’s segment results are as follows:

(in thousands) 2023 2022 2021

Nonalcoholic Beverages $ 6,562,622 $ 6,081,357 $ 5,432,669

All Other 370,748 399,359 366,855

Eliminations (1)

Fiscal Year 2024

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

Net sales $ 6,839,045 $ 346,377 $ ( 285,706 ) $ 6,899,716

Cost of goods sold 4,138,869 219,204 ( 211,536 ) 4,146,537

Gross profit 2,700,176 127,173 ( 74,170 ) 2,753,179

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 1,146,375 $ 53,656 $ — $ 1,200,031

Consolidated net sales $ 6,653,858 $ 6,200,957 $ 5,562,714

(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.

(in thousands) 2023 2022 2021

Fleet costs (3)

103,444 31,475 — 134,919

Depreciation and amortization expense (4)

103,444 2,000 — 105,444

All other segment items (5)

439,686 26,919 ( 74,170 ) 392,435

Total selling, delivery and administrative expenses 1,792,949 114,050 ( 74,170 ) 1,832,829

Income from operations $ 907,227 $ 13,123 $ — $ 920,350

Nonalcoholic Beverages $ 841,491 $ 639,136 $ 456,713

All Other ( 7,040 ) 1,911 ( 17,542 )

Consolidated income from operations $ 834,451 $ 641,047 $ 439,171

Depreciation and amortization:

Nonalcoholic Beverages $ 164,485 $ 159,845 $ 168,206

All Other 12,481 11,745 12,359

Consolidated depreciation and amortization $ 176,966 $ 171,590 $ 180,565

Total depreciation and amortization expense (4)

$ 177,521 $ 16,270 $ — $ 193,791

Fiscal Year 2023

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

Net sales $ 6,562,622 $ 370,748 $ ( 279,512 ) $ 6,653,858

Cost of goods sold 3,999,292 263,307 ( 207,452 ) 4,055,147

Gross profit 2,563,330 107,441 ( 72,060 ) 2,598,711

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 1,094,849 $ 56,729 $ — $ 1,151,578

Fleet costs (3)

106,235 32,945 — 139,180

Depreciation and amortization expense (4)

95,320 2,114 — 97,434

All other segment items (5)

425,434 22,694 ( 72,060 ) 376,068

Total selling, delivery and administrative expenses 1,721,838 114,482 ( 72,060 ) 1,764,260

Income from operations $ 841,492 $ ( 7,041 ) $ — $ 834,451

Total depreciation and amortization expense (4)

$ 164,484 $ 12,482 $ — $ 176,966

Fiscal Year 2022

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

Net sales $ 6,081,357 $ 399,360 $ ( 279,760 ) $ 6,200,957

Cost of goods sold 3,852,819 288,894 ( 218,710 ) 3,923,003

Gross profit 2,228,538 110,466 ( 61,050 ) 2,277,954

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 1,023,634 $ 56,434 $ — $ 1,080,068

Fleet costs (3)

82,308 26,705 — 109,013

Depreciation and amortization expense (4)

92,301 2,232 — 94,533

All other segment items (5)

391,159 23,184 ( 61,050 ) 353,293

Total selling, delivery and administrative expenses 1,589,402 108,555 ( 61,050 ) 1,636,907

Income from operations $ 639,136 $ 1,911 $ — $ 641,047

Total depreciation and amortization expense (4)

$ 159,845 $ 11,745 $ — $ 171,590

(1) The entire net sales elimination represents net sales from the All Other segment to the Nonalcoholic Beverages segment.

The entire cost of goods sold and SD&A eliminations represent costs incurred by the All Other segment in the generation of net sales to the Nonalcoholic Beverages segment.

(2) Payroll costs includes compensation, incentive plans, defined contribution plans, healthcare benefits and tax-advantaged spending accounts.

(3) Fleet costs includes fleet repairs, maintenance and fuel and oil costs.

(4) Total depreciation and amortization expense is included within both cost of goods sold and SD&A expenses.

For segment reporting, the difference between total depreciation and amortization expense and the portion within SD&A expenses is the amount within cost of goods sold.

(5) All other segment items includes information technology costs, stewardship, insurance and other costs incurred in the selling and delivery of the Company’s products.

Net Income Per Share

31 unchanged sentences

Numerator for diluted net income per Class B Common Stock share $ 70,414 $ 44,400 $ 58,938

(in thousands, except per share data) 2023 2022 2021

Denominator for basic net income per Common Stock and Class B Common Stock share:

4 unchanged sentences

Class B Common Stock weighted average shares outstanding – diluted 1,018 1,023 1,288

(in thousands, except per share data) 2024 2023 2022

Basic net income per share:

8 unchanged sentences

(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 performance units 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.

(4) The Long-Term Performance Equity Plan awards may be settled in cash and/or shares of Class B Common Stock.

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.

(6) The Company repurchased 14,391.5 shares of Common Stock in the Tender Offer, which expired on June 18, 2024, and repurchased 598,619 shares of Common Stock pursuant to the Purchase Agreement entered into on May 6, 2024 with CCCBI.

See Note 2 for additional information on the Tender Offer and the Purchase Agreement.

(7) On August 20, 2024, the Company announced that its Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to $ 1.00 billion of Common Stock.

The share repurchase authorization is discretionary and has no expiration date.

As of December 31, 2024, the Company had repurchased 42,895 shares of Common Stock under the share repurchase program.

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 December 31, 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 consolidated balance sheet as a component of accumulated other comprehensive income (loss).

As of December 31, 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 $ 178,016 $ 67 $ ( 44 ) $ 178,039

Corporate bonds 103,970 77 ( 78 ) 103,969

Commercial paper instruments 17,657 6 — 17,663

Asset-backed securities 1,534 5 — 1,539

Total short-term investments $ 301,177 $ 155 $ ( 122 ) $ 301,210

As of December 31, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the 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 2024.

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 150.3 million during 2024.

There were no gross realized gains or losses in 2024.

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

Inventories consisted of the following:

8 unchanged sentences

Repair parts $ 34,465 $ 35,256

Prepaid software 9,427 7,398

Prepaid taxes 12,119 9,020

Prepaid software 8,616 9,427

Prepaid marketing 5,142 4,703

69 unchanged sentences

Total cash flows from financing activities impact $ 2,488 $ 2,303 $ 2,988

The Company did not enter into any material operating lease commitments subsequent to year-end.

Distribution Agreements, Net

4 unchanged sentences

Distribution agreements, net $ 792,252 $ 817,143

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

(in thousands) 2023 2022

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

Other distribution agreements — 30,149

Additional accumulated amortization ( 24,892 ) ( 24,891 )

Ending balance - distribution agreements, net $ 817,143 $ 842,035

Assuming no impairment of distribution agreements, net, amortization expense in future years based upon recorded amounts as of December 31, 2024 will be $ 24.9 million for each fiscal year 2025 through 2029.

5 unchanged sentences

Customer lists, net $ 5,878 $ 7,499

Assuming no impairment of customer lists, net, amortization expense in future years based upon recorded amounts as of December 31, 2023 will, on average, be $ 1.4 million for each fiscal year 2024 through 2028.

Assuming no impairment of customer lists, net, amortization expense in future years based upon recorded amounts as of December 31, 2024 will be as follows for each fiscal year 2025 through 2029:

(in thousands) Amortization expense

Supply Chain Finance Program

The Company has an agreement with a third-party financial institution to facilitate a supply chain finance (“SCF”) program, which allows qualifying suppliers to sell their receivables from the Company to the financial institution.

The Company has an agreement with a third-party financial institution to facilitate a supply chain finance program (“SCF program”), which allows qualifying suppliers to sell their receivables from the Company to the financial institution.

The participating suppliers negotiate their outstanding receivable arrangements and associated fees directly with the financial institution, and the Company is not party to those agreements.

4 unchanged sentences

The Company’s outstanding confirmed obligations included in accounts payable, trade in the consolidated balance sheets were $ 52.2 million as of December 31, 2024 and $ 55.1 million as of December 31, 2023.

The following table is a rollforward of the Company’s outstanding obligations confirmed as valid under its SCF program for 2024 and 2023:

(in thousands) 2024 2023

Confirmed obligations outstanding at the beginning of the year $ 55,105 $ 44,174

Invoices confirmed during the year 230,346 221,231

Confirmed invoices paid during the year ( 233,284 ) ( 210,300 )

Confirmed obligations outstanding at the end of the year $ 52,167 $ 55,105

Other Accrued Liabilities

2 unchanged sentences

Current portion of acquisition related contingent consideration $ 63,982 $ 64,528

Accrued marketing costs 55,799 33,375

Accrued insurance costs 58,040 54,040

Accrued marketing costs 55,879 55,799

Employee and retiree benefit plan accruals 33,446 34,203

Accrued taxes (other than income taxes) 7,474 7,127

Accrued interest payable 7,611 2,520

Accrued taxes (other than income taxes) 6,821 7,474

All other accrued expenses 20,908 19,430

14 unchanged sentences

Selling, delivery and administrative expenses ( 547 ) ( 2,281 ) 427

Total (loss) gain $ ( 1,061 ) $ ( 2,906 ) $ 5,241

Total loss $ ( 1,275 ) $ ( 1,061 ) $ ( 2,906 )

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.

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:

19 unchanged sentences

Level Methods 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.

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 prices 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.

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.

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.

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.

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.

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 the 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:

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, pension plan assets, commodity derivative instruments, debt and acquisition related contingent consideration:

December 31, 2024

4 unchanged sentences

Deferred compensation plan assets $ 81,123 $ 81,123 $ 81,123 $ — $ —

Short-term investments 301,210 301,210 283,547 17,663 —

Pension plan assets 49,617 49,617 34,655 14,962 —

1 unchanged sentence

Deferred compensation plan liabilities 81,123 81,123 81,123 — —

Long-term debt 599,159 579,000 — 579,000 —

Debt 1,786,348 1,803,500 — 1,803,500 —

Acquisition related contingent consideration 654,191 654,191 — — 654,191

8 unchanged sentences

Deferred compensation plan liabilities 64,769 64,769 64,769 — —

Long-term debt 598,817 575,900 — 575,900 —

Debt 599,159 579,000 — 579,000 —

Acquisition related contingent consideration 669,337 669,337 — — 669,337

12 unchanged sentences

Ending balance - Level 3 liability $ 654,191 $ 669,337

As of December 31, 2023 and December 31, 2022, discount rates of 8.5 % and 9.1 %, 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 2023 was driven by higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments as well as a decrease in the discount rate used to calculate the fair value of the liability.

As of December 31, 2024 and December 31, 2023, a WACC of 9.3 % and 8.5 %, respectively, was 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 2024 was primarily driven by higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments, partially offset by increases in the WACC used to calculate the fair value of the liability.

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

For the next five 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.

For the next five years (including in fiscal year 2025), 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 $ 80 million.

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 (benefit) provision represents the change in deferred tax liabilities and assets.

The deferred income tax provision (benefit) represents the change in deferred tax liabilities and assets.

The following table presents the significant components of the provision for income taxes:

5 unchanged sentences

State 1,571 ( 8,363 ) 1,499

Total deferred (benefit) provision $ ( 49,021 ) $ 8,977 $ ( 9,183 )

Total deferred provision (benefit) $ 2,529 $ ( 49,021 ) $ 8,977

Income tax expense $ 223,529 $ 149,106 $ 144,929

22 unchanged sentences

In addition, the amount of interest and penalties accrued at December 31, 2024 and December 31, 2023 were not material.

The Company had uncertain tax positions, including accrued interest, of $ 0.4 million on December 31, 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 had uncertain tax positions, including accrued interest, of $ 0.4 million on both December 31, 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 no t expect such change would have a material impact on the consolidated financial statements.

11 unchanged sentences

Accrued liabilities 35,912 32,516

Operating lease liabilities 31,443 35,832

Deferred compensation 34,308 27,017

Operating lease liabilities 28,299 31,443

Deferred revenue 25,474 26,750

1 unchanged sentence

Transactional costs 2,670 3,101

Financing lease agreements 470 614

Net operating loss carryforwards 754 437

Pension 427 808

Financing lease agreements 287 470

Other 956 3,511

5 unchanged sentences

Right-of-use assets - operating leases ( 27,499 ) ( 30,034 )

Inventory ( 11,425 ) ( 14,603 )

Prepaid expenses ( 9,784 ) ( 8,028 )

Inventory ( 8,547 ) ( 11,425 )

Patronage dividend ( 3,181 ) ( 5,112 )

12 unchanged sentences

The Company also has a Long-Term Performance Equity Plan, as discussed in Note 2.

Pursuant to the Supplemental Savings Incentive Plan, as amended and restated effective November 1, 2011, and as further amended thereafter, eligible participants may elect to defer a portion of their annual salary and bonus.

Pursuant to the Supplemental Savings Incentive Plan, as amended and restated effective July 30, 2024, 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.

10 unchanged sentences

Total liability - Supplemental Savings Incentive Plan and Director Deferral Plan $ 99,717 $ 90,263

Under the Long-Term Retention Plan, effective March 5, 2014, and as amended thereafter, the Company accrues a defined amount each year for an eligible participant based upon an award schedule.

Under the Long-Term Retention Plan, as amended and restated effective July 30, 2024, 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.

8 unchanged sentences

Total liability - Long-Term Retention Plan $ 14,928 $ 10,852

Under the Officer Retention Plan, as amended and restated effective January 1, 2007, and as further amended thereafter, 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.

Under the Officer Retention Plan, as amended and restated effective July 30, 2024, 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.

6 unchanged sentences

Total liability - Officer Retention Plan $ 35,975 $ 39,254

Under the Long-Term Performance Plan, as amended and restated effective January 1, 2018, and as further amended thereafter, the Compensation Committee of the Company’s Board of Directors 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-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.

Under the Long-Term Performance Plan, as amended and restated effective July 30, 2024, the Compensation Committee of the Company’s Board of Directors 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 to executive officers based on the relative achievement of performance measures in terms of the Company-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:

6 unchanged sentences

The Primary Plan was frozen as of June 30, 2006 and no benefits accrued to participants after that date.

During 2023, the Primary Plan was fully settled, as discussed below.

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.

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 updates its mortality assumptions used in the calculation of its pension liability each year using The Society of Actuaries’ latest mortality tables and mortality projection scales.

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.

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 2023, the Company contributed $ 12.0 million to fund the termination of the Primary Plan.

The Company recognized settlement expense of $ 112.8 million during 2023 in conjunction with the full settlement of the Primary Plan benefit liabilities, including final premium adjustments.

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.

As of December 31, 2023, there was no remaining projected benefit obligation, plan assets or net unfunded liability related to the Primary Plan.

As of December 31, 2022, the projected benefit obligation and plan assets related to the Primary Plan were $ 231.0 million and $ 223.3 million, respectively.

The projected benefit obligation and the accumulated benefit obligation for the Primary Plan were in excess of plan assets as of December 31, 2022.

The net unfunded status of the Primary Plan as of December 31, 2022 was $ 7.7 million, which was classified as a noncurrent liability in the consolidated balance sheets.

Net Periodic Pension Cost

(in thousands) 2023 2022 2021

Service cost $ — $ — $ —

Interest cost 5,982 8,978 8,479

Expected return on plan assets ( 4,608 ) ( 6,320 ) ( 11,799 )

Recognized net actuarial loss 1,946 3,588 4,090

Net periodic pension cost - Primary Plan 3,320 6,246 770

Settlement expense 112,796 — —

Total pension expense - Primary Plan $ 116,116 $ 6,246 $ 770

During 2023, the Company recognized a settlement expense of $ 112.8 million 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 income (loss) and was recorded as pension plan settlement expense in the consolidated statement of operations for 2023.

See Note 23 for additional information related to the impact on accumulated other comprehensive income (loss) of the Primary Plan settlement during 2023.

Bargaining Plan

5 unchanged sentences

Plan amendments — 5

Actuarial loss (gain) 1,652 ( 19,012 )

Actuarial (gain) loss ( 7,000 ) 1,652

Benefits paid ( 897 ) ( 786 )

1 unchanged sentence

Changes in Projected Benefit Obligation

The plan assets of the Bargaining Plan were in excess of the projected benefit obligation and the accumulated benefit obligation as of December 31, 2023.

The projected benefit obligation and the accumulated benefit obligation for the Bargaining Plan were in excess of plan assets as of December 31, 2022.

The plan assets of the Bargaining Plan were in excess of the projected benefit obligation and the accumulated benefit obligation as of both December 31, 2024 and December 31, 2023.

The accumulated benefit obligation associated with the Bargaining Plan was $ 44.9 million on December 31, 2024 and $ 46.1 million on December 31, 2023.

The decrease in the discount rate for the Bargaining Plan, as compared to the previous year, was the primary driver of the actuarial loss in 2023.

The increase in the discount rate for the Bargaining Plan, as compared to the previous year, was the primary driver of the actuarial gain in 2024.

The actuarial loss (gain), net of tax, was recorded in accumulated other comprehensive loss in the consolidated balance sheets.

The decrease in the discount rate for the Bargaining Plan, as compared to the previous year, was the primary driver of the actuarial loss in 2023.

The actuarial (gain) loss, net of tax, was recorded in accumulated other comprehensive income (loss) in the consolidated balance sheets.

Change in Plan Assets

12 unchanged sentences

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

Current liabilities $ — $ —

Noncurrent liabilities — ( 542 )

Total liability - Bargaining Plan $ — $ ( 542 )

Noncurrent assets $ 4,682 $ 1,198

22 unchanged sentences

2030 - 2034 14,142

All anticipated future pension benefit payments relate to the Bargaining Plan.

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

All assets in the Company’s Bargaining Plan 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 Bargaining Plan assets, which will be used to compute 2024 net periodic pension cost, 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 expects to make cash contributions to the Bargaining Plan of up to $ 5 million during fiscal year 2025.

All assets in the Bargaining Plan are invested in institutional investment funds managed by professional investment advisors which hold U.S.

and international equity and debt securities.

The objective of the Company’s investment philosophy is to earn the Bargaining Plan’s targeted rate of return over longer periods without assuming excess investment risk.

The weighted average expected long-term rate of return assumption for the Bargaining Plan assets, which will be used to compute fiscal year 2025 net periodic pension cost, 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 actual asset allocation at December 31, 2023 and December 31, 2022 and target asset allocation for 2024 by asset category for the Bargaining Plan were as follows:

The Company’s actual asset allocation at December 31, 2024 and December 31, 2023 and target asset allocation for fiscal year 2025 by asset category for the Bargaining Plan were as follows:

Percentage of Bargaining Plan

6 unchanged sentences

Cash and cash equivalents 1 % 1 % 2 %

Other 7 % 6 % 12 %

Total 100 % 100 % 100 %

The expected long-term rate of return on assets for the Bargaining Plan as of December 31, 2024 was 7.00 %.

Debt securities in the Bargaining Plan as of December 31, 2023 were comprised primarily of investments in government and corporate bonds with a weighted average maturity of approximately 19 years.

equity securities in the Bargaining Plan as of December 31, 2023 included:

(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.

Debt securities in the Bargaining Plan as of December 31, 2024 consisted primarily of investments in government and corporate bonds with a weighted average maturity of approximately 18 years.

equity securities in the Bargaining Plan as of December 31, 2024 included large-capitalization, mid-capitalization and small-capitalization domestic equity funds represented by various indices.

International equity securities in the Bargaining Plan as of December 31, 2024 included companies from both developed and emerging markets outside the United States.

Other investments in the Bargaining Plan as of December 31, 2024 included alternative investment funds and other strategic opportunities.

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.

As of December 31, 2023, the below values include Bargaining Plan assets only, as there were no remaining Primary Plan assets after the termination of the plan.

As of December 31, 2022, the below values include both Bargaining Plan and Primary Plan assets.

The following table summarizes the Bargaining 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.

4 unchanged sentences

Pension plan assets - cash and cash equivalents 671 228

Pension plan assets - other 3,235 2,719

Total pension plan assets $ 49,617 $ 47,321

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 provides a 401(k) Savings Plan for substantially all of its employees who are not part of collective bargaining agreements and for certain employees who are part of 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.

13 unchanged sentences

Plan participants’ contributions 707 767

Actuarial loss (gain) 7,986 ( 10,138 )

Actuarial (gain) loss ( 2,920 ) 7,986

Benefits paid ( 3,780 ) ( 4,070 )

Benefit obligation at end of year $ 62,100 $ 63,828

Updates to demographic assumptions and the increase in the discount rate for the postretirement benefit plan, as compared to the previous year, partially offset by updates to claims trends, were the primary drivers of the actuarial gain in 2024.

The decrease in the discount rate for the postretirement benefit plan, as compared to the previous year, was the primary driver of the actuarial loss in 2023.

The increase in the discount rate for the postretirement benefit plan, as compared to the previous year, was the primary driver of the actuarial gain in 2022.

The actuarial loss (gain), net of tax, was recorded in accumulated other comprehensive loss in the consolidated balance sheets.

The actuarial (gain) loss, net of tax, was recorded in accumulated other comprehensive income (loss) in the consolidated balance sheets.

Reconciliation of Plan Assets Fair Value

34 unchanged sentences

2030 - 2034 26,237

Accumulated Other Comprehensive Loss

A reconciliation of the gross amounts in accumulated other comprehensive loss not yet recognized as components of net periodic benefit cost associated with the plans discussed above is as follows:

Accumulated Other Comprehensive Income (Loss)

A reconciliation of the gross amounts in accumulated other comprehensive income (loss) not yet recognized as components of net periodic benefit cost associated with the plans discussed above is as follows:

(in thousands) December 31,

2022 Actuarial Gain (Loss) Reclassification

2023 Actuarial Gain Reclassification

Adjustments December 31,

Pension Plans:

Actuarial loss $ ( 117,560 ) $ 3,036 $ 1,946 $ ( 112,578 )

Bargaining Plan:

Actuarial gain $ 218 $ 5,144 $ — $ 5,362

Prior service costs ( 147 ) — 16 ( 131 )

Pension plan settlement — — 112,796 112,796

Postretirement Medical:

Actuarial gain (loss) 770 ( 7,986 ) — ( 7,216 )

Total within accumulated other comprehensive loss $ ( 116,948 ) $ ( 4,955 ) $ 114,758 $ ( 7,145 )

As of December 31, 2023, there were no gross actuarial losses included in accumulated other comprehensive 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 loss associated with the Primary Plan.

Actuarial loss ( 7,216 ) 2,920 44 ( 4,252 )

Total within accumulated other comprehensive income (loss) $ ( 7,145 ) $ 8,064 $ 60 $ 979

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

Multiemployer Pension Plans

3 unchanged sentences

The collective bargaining agreements covering the Teamsters Plan expire at various times through 2027.

The Company expects these agreements will be re-negotiated.

The Company expects these agreements will be renegotiated.

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.

24 unchanged sentences

In 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”), which was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years.

Also in 2017, upon the conversion of the Company’s then-existing bottling agreements pursuant to the CBA, the Company received a fee from CCR (the “Territory Conversion Fee”), which was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years.

of sales over a period of 40 years.

Together, the Legacy Facilities Credit and the Territory Conversion Fee are “deferred proceeds from related parties.”

Long-Term Debt

Following is a summary of the Company’s long-term debt:

Following is a summary of the Company’s debt:

(in thousands) Maturity

4 unchanged sentences

2024 December 31,

Senior bonds (1)

Senior bonds (the “2025 Senior Bonds”) (1)

11/25/2025 3.800 % Semi-annually Public $ 350,000 $ 350,000

Senior notes 10/10/2026 3.930 % Quarterly Nonpublic 100,000 100,000

Senior bonds (the “2029 Senior Bonds”) (2)

6/1/2029 5.250 % Semi-annually Public 700,000 —

Revolving credit facility (3)

1 unchanged sentence

Senior notes 3/21/2030 3.960 % Quarterly Nonpublic 150,000 150,000

Senior notes 3/21/2030 3.96 % Quarterly Nonpublic 150,000 150,000

Senior bonds (the “2034 Senior Bonds”) (4)

6/1/2034 5.450 % Semi-annually Public 500,000 —

Unamortized discount on senior bonds (1)(2)(4)

11/25/2025 ( 17 ) ( 26 )

Various ( 1,482 ) ( 17 )

Debt issuance costs ( 12,170 ) ( 824 )

Total debt 1,786,348 599,159

Current portion of debt (1)

Total long-term debt $ 1,436,649 $ 599,159

(1) The senior bonds due in 2025 were issued at 99.975 % of par.

(1) The 2025 Senior Bonds were issued at 99.975 % of par.

As of December 31, 2024, the 2025 Senior Bonds, net of debt issuance costs and unamortized discount, were classified as current portion of debt in the consolidated balance sheets.

(2) The 2029 Senior Bonds were issued at 99.843 % of par.

(3) The Company’s revolving credit facility has an aggregate maximum borrowing capacity of $ 500 million.

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 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.

(4) The 2034 Senior Bonds were issued at 99.893 % of par.

The principal maturities of debt outstanding on December 31, 2024 were as follows:

(in thousands) Debt Maturities

2025 $ 350,000

Thereafter 650,000

Long-term debt $ 600,000

Total debt $ 1,800,000

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.

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:

On May 29, 2024, the Company completed the issuance and sale of $ 700 million aggregate principal amount of the 2029 Senior Bonds and $ 500 million aggregate principal amount of the 2034 Senior Bonds.

The 2029 Senior Bonds and the 2034 Senior Bonds are the Company’s senior unsecured obligations and rank equally with the Company’s existing and future senior unsecured and unsubordinated indebtedness.

The 2029 Senior Bonds mature on June 1, 2029 and the 2034 Senior Bonds mature on June 1, 2034, in each case, unless earlier redeemed or repurchased by the Company.

The 2029 Senior Bonds bear interest at a rate of 5.250 % per annum and the 2034 Senior Bonds bear interest at a rate of 5.450 % per annum.

The Company pays interest on the 2029 Senior Bonds and the 2034 Senior Bonds semi-annually in arrears on June 1 and December 1 of each year, which commenced on December 1, 2024.

On June 10, 2024, the Company entered into an amended and restated credit agreement (the “Revolving Credit Facility Agreement”), providing for a five-year unsecured revolving credit facility with an aggregate maximum borrowing capacity of $ 500 million (the “Revolving Credit Facility”), maturing on June 10, 2029.

The Revolving Credit Facility Agreement replaced the Company’s previous credit agreement, dated as of July 9, 2021.

Subject to obtaining commitments from lenders and satisfying other conditions specified therein, at the Company’s option, the Revolving Credit Facility may be increased by up to $ 250 million.

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, at the Company’s option, either (i) the Base Rate (as defined in the

Revolving Credit Facility Agreement) plus an applicable rate or (ii) Term SOFR (as defined in the Revolving Credit Facility Agreement) plus the SOFR Adjustment (as defined in the Revolving Credit Facility Agreement) and an applicable rate, depending on the rating for the Company’s long-term senior unsecured, non-credit-enhanced debt (“Debt Rating”).

In addition, the Company must pay a facility fee on the lenders’ aggregate commitments under the Revolving Credit Facility ranging from 0.060 % to 0.175 % per annum, depending on the Company’s Debt Rating.

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.

The indentures under which the 2025 Senior Bonds, the 2029 Senior Bonds and the 2034 Senior Bonds were issued do not include financial covenants, but do 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, including the Revolving Credit Facility, 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, 2024.

These covenants have not restricted, and are not expected to restrict, the Company’s 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 long-term debt.

These covenants have not restricted the Company’s liquidity or capital resources.

All outstanding 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.

Commitments and Contingencies

8 unchanged sentences

Total purchases from manufacturing cooperatives $ 355,525 $ 347,137 $ 347,228

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

The amount guaranteed was $ 9.5 million on both December 31, 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 December 31, 2024, the ratio of SAC’s total liabilities to SAC’s shareholders’ equity was such that the Company was not required to guarantee any of SAC’s debt.

As of December 31, 2023, the amount of the Company’s guarantee of SAC’s debt was $ 9.5 million.

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.

6 unchanged sentences

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 December 31, 2023 and December 31, 2022.

These letters of credit totaled $ 39.0 million on December 31, 2024 and $ 37.6 million on December 31, 2023.

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

1 unchanged sentence

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.

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.

9 unchanged sentences

The Company faces concentration risks related to a few customers comprising a large portion of the Company’s annual sales volume and net sales.

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.

The table below 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 of the years presented.

2024 2023 2022

Approximate percent of the Company’s total bottle/can sales volume:

Wal-Mart Stores, Inc.

21 % 21 % 20 %

The Kroger Company 14 % 12 % 13 %

The Kroger Co.

15 % 14 % 14 %

Total approximate percent of the Company’s total bottle/can sales volume 36 % 35 % 34 %

Approximate percent of the Company’s total net sales:

Wal-Mart Stores, Inc.

17 % 17 % 16 %

The Kroger Company 11 % 10 % 9 %

The Kroger Co.

12 % 11 % 11 %

Total approximate percent of the Company’s total net sales 29 % 28 % 27 %

(1) Includes bottle/can sales volume related to the Walmart, Sam’s Club and Walmart Neighborhood Market chains.

(2) Includes bottle/can sales volume related to the Kroger and Harris Teeter chains.

The Company purchases all of the plastic bottles used in its manufacturing plants from Southeastern and Western Container, two manufacturing cooperatives the Company co-owns with several other Coca‑Cola bottlers, and all of its aluminum cans from two domestic suppliers.

11 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.

Accumulated other comprehensive income (loss) (“AOCI(L)”) is composed of adjustments to the Company’s pension and postretirement medical benefit plans, unrealized gains/losses on the Company’s short-term investments 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 2024, 2023 and 2022:

4 unchanged sentences

Net pension activity:

Actuarial loss $ ( 71,140 ) $ 3,036 $ ( 744 ) $ 1,946 $ ( 476 ) $ ( 67,378 )

Actuarial gain $ 533 $ 5,144 $ ( 1,259 ) $ — $ — $ 4,418

Prior service costs ( 97 ) — — 16 ( 4 ) ( 85 )

Pension plan settlement (1)

— — — 112,796 ( 44,885 ) 67,911

Net postretirement benefits activity:

1 unchanged sentence

Prior service costs ( 624 ) — — — — ( 624 )

Unrealized gain on short-term investments — 33 ( 8 ) — — 25

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

( 19,720 ) — — — 14,911 ( 4,809 )

Total AOCI(L) $ ( 4,276 ) $ 8,097 $ ( 1,982 ) $ 60 $ ( 14 ) $ 1,885

As of both December 31, 2024 and December 31, 2023, there were no gross actuarial losses or prior service costs included in AOCI(L) associated with the Primary Plan, as the Primary Plan settlement was completed during 2023.

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

Gains (Losses) During the Period Reclassification to Income

4 unchanged sentences

Actuarial loss $ ( 71,140 ) $ 3,036 $ ( 744 ) $ 1,946 $ ( 476 ) $ ( 67,378 )

Prior service credits (costs) 11 ( 154 ) 38 — — ( 105 )

Prior service costs ( 105 ) ( 5 ) 1 16 ( 4 ) ( 97 )

Pension plan settlement — — — 112,796 ( 44,885 ) 67,911

Net postretirement benefits activity:

Actuarial (loss) gain ( 1,239 ) 10,138 ( 2,481 ) 444 ( 110 ) 6,752

Actuarial gain 6,752 ( 7,986 ) 1,955 — — 721

Prior service costs ( 624 ) — — — — ( 624 )

Foreign currency translation adjustment ( 9 ) — — 11 ( 2 ) —

Reclassification of stranded tax effects ( 19,720 ) — — — 14,911 ( 4,809 )

6 unchanged sentences

Actuarial loss $ ( 78,882 ) $ 6,263 $ ( 1,533 ) $ 3,990 $ ( 978 ) $ ( 71,140 )

Prior service credits 8 — — 3 — 11

Prior service credits (costs) 11 ( 154 ) 38 — — ( 105 )

Net postretirement benefits activity:

Actuarial loss ( 4,328 ) 3,414 ( 838 ) 682 ( 169 ) ( 1,239 )

Actuarial (loss) gain ( 1,239 ) 10,138 ( 2,481 ) 444 ( 110 ) 6,752

Prior service costs ( 624 ) — — — — ( 624 )

Interest rate swap (2)

( 556 ) — — 739 ( 183 ) —

Foreign currency translation adjustment ( 9 ) — — 11 ( 2 ) —

1 unchanged sentence

Total AOCI(L) $ ( 100,463 ) $ 16,247 $ ( 3,976 ) $ 4,445 $ ( 1,090 ) $ ( 84,837 )

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

(2) In 2019, the Company entered into a $ 100 million fixed rate swap to hedge a portion of the interest rate risk on its previous term loan facility, both of which matured on June 7, 2021.

This interest rate swap was designated as a cash flow hedging instrument and changes in its fair value were not material to the consolidated balance sheets.

Supplemental Disclosures of Cash Flow Information

1 unchanged sentence

(in thousands) 2024 2023 2022

Short-term investments $ ( 5,142 ) $ — $ —

Accounts receivable, trade ( 11,720 ) ( 23,886 ) ( 59,777 )

9 unchanged sentences

Change in current assets less current liabilities $ ( 3,774 ) $ 29,138 $ ( 74,784 )

The change in other accrued liabilities includes fluctuations in accrued interest payable for all years presented.

The Company had the following net cash payments during the period for income taxes and interest:

4 unchanged sentences

(in thousands) 2024 2023 2022

Dividends declared but not yet paid $ 154,666 $ 32,808 $ —

Additions to property, plant and equipment accrued and recorded in accounts payable, trade $ 44,946 $ 59,014 $ 44,775

Right-of-use assets obtained in exchange for operating lease obligations 17,280 10,215 25,130

Dividends declared but not yet paid — 154,666 32,808

Reductions to leased property under financing leases — — 55,465

12 unchanged sentences

Based on this assessment, management determined that the Company’s internal control over financial reporting as of December 31, 2024 was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP (PCAOB ID 238 ), an independent registered public accounting firm, which is included in Item 8 of this report.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by PricewaterhouseCoopers LLP (PCAOB ID 238 ), an independent registered public accounting firm, which is included in “Item 8.

Financial Statements and Supplementary Data” of this report.

February 20, 2025

31 unchanged sentences

Acquisition Related Contingent Consideration Liability

As described in Notes 1, 2, and 15 to the consolidated financial statements, the fair value of the acquisition related contingent consideration liability was $669.3 million as of December 31, 2023, 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.

As described in Notes 1, 2, and 16 to the consolidated financial statements, the fair value of the acquisition related contingent consideration liability was $654.2 million as of December 31, 2024, which consists of the estimated amounts due to The Coca‑Cola Company under the Company’s comprehensive beverage agreements (as amended, collectively, the “CBA”) with The Coca‑Cola Company and Coca‑Cola Refreshments USA, LLC (“CCR”), a wholly owned subsidiary of The Coca‑Cola Company, over the useful life of the related distribution rights.

The CBA relates 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.

20 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data