Coca-Cola Consolidated, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. COCA ‑ COLA CONSOLIDATED, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Year (in thousands, except per share data) 2024 2023 2022 Net sales $ 6,899,716 $ 6,653,858 $ 6,200,957 Cost of sales 4,146,537 4,055,147 3,923,003 Gross profit 2,753,179 2,598,711 2,277,954 Selling, delivery and administrative expenses 1,832,829 1,764,260 1,636,907 Income from operations 920,350 834,451 641,047 Interest expense (income), net 1,848 ( 918 ) 24,792 Mark-to-market on acquisition related contingent consideration 59,166 159,354 32,301 Pension plan settlement expense — 112,796 — Other expense, net 2,682 5,738 8,867 Income before taxes 856,654 557,481 575,087 Income tax expense 223,529 149,106 144,929 Net income $ 633,125 $ 408,375 $ 430,158 Basic net income per share: Common Stock $ 70.10 $ 43.56 $ 45.88 Weighted average number of Common Stock shares outstanding 8,035 8,369 8,117 Class B Common Stock $ 69.50 $ 43.56 $ 45.93 Weighted average number of Class B Common Stock shares outstanding 1,005 1,005 1,257 Diluted net income per share: Common Stock $ 69.94 $ 43.48 $ 45.74 Weighted average number of Common Stock shares outstanding – assuming dilution 9,053 9,392 9,405 Class B Common Stock $ 69.17 $ 43.40 $ 45.76 Weighted average number of Class B Common Stock shares outstanding – assuming dilution 1,018 1,023 1,288 See accompanying notes to consolidated financial statements. 42 COCA ‑ COLA CONSOLIDATED, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year (in thousands) 2024 2023 2022 Net income $ 633,125 $ 408,375 $ 430,158 Other comprehensive income, net of tax: Defined benefit plans reclassification including pension costs: Actuarial gain 3,885 3,762 7,742 Prior service credits (costs) 12 8 ( 116 ) Postretirement benefits reclassification including benefit costs: 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 Other comprehensive income, net of tax 6,161 80,561 15,626 Comprehensive income $ 639,286 $ 488,936 $ 445,784 See accompanying notes to consolidated financial statements. 43 COCA ‑ COLA CONSOLIDATED, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, 2024 December 31, 2023 ASSETS Current Assets: Cash and cash equivalents $ 1,135,824 $ 635,269 Short-term investments 301,210 — Accounts receivable, trade 567,653 555,933 Allowance for doubtful accounts ( 14,674 ) ( 16,060 ) Accounts receivable from The Coca-Cola Company 89,871 51,936 Accounts receivable, other 40,692 67,533 Inventories 330,395 321,932 Prepaid expenses and other current assets 96,331 88,585 Total current assets 2,547,302 1,705,128 Property, plant and equipment, net 1,505,267 1,320,563 Right-of-use assets - operating leases 112,351 122,708 Leased property under financing leases, net 3,138 4,785 Other assets 181,048 145,213 Goodwill 165,903 165,903 Distribution agreements, net 792,252 817,143 Customer lists, net 5,878 7,499 Total assets $ 5,313,139 $ 4,288,942 LIABILITIES AND EQUITY Current Liabilities: Current portion of obligations under operating leases $ 23,257 $ 26,194 Current portion of obligations under financing leases 2,685 2,487 Accounts payable, trade 334,878 383,562 Accounts payable to The Coca-Cola Company 187,271 139,499 Other accrued liabilities 246,687 237,994 Accrued compensation 168,692 146,932 Dividends payable — 154,666 Current portion of debt 349,699 — Total current liabilities 1,313,169 1,091,334 Deferred income taxes 132,941 128,435 Pension and postretirement benefit obligations 58,502 60,614 Other liabilities 859,559 866,499 Noncurrent portion of obligations under operating leases 92,362 102,271 Noncurrent portion of obligations under financing leases 2,346 5,032 Long-term debt 1,436,649 599,159 Total liabilities 3,895,528 2,853,344 Commitments and Contingencies Equity: Convertible Preferred Stock, $ 100.00 par value: authorized - 50,000 shares; issued - none — — Nonconvertible Preferred Stock, $ 100.00 par value: authorized - 50,000 shares; issued - none — — Preferred Stock, $ 0.01 par value: authorized - 20,000,000 shares; issued - none — — Common Stock, $ 1.00 par value: authorized - 30,000,000 shares; issued - 10,832,748 and 11,431,367 shares, respectively 10,833 11,431 Class B Common Stock, $ 1.00 par value: authorized - 10,000,000 shares; issued - 1,632,810 shares 1,633 1,633 Class C Common Stock, $ 1.00 par value: authorized - 20,000,000 shares; issued - none — — Additional paid in capital 135,953 135,953 Retained earnings 1,395,183 1,352,111 Accumulated other comprehensive income (loss) 1,885 ( 4,276 ) Treasury stock, at cost: Common Stock - 3,119,660 and 3,062,374 shares, respectively ( 127,467 ) ( 60,845 ) Treasury stock, at cost: Class B Common Stock - 628,114 shares ( 409 ) ( 409 ) Total equity 1,417,611 1,435,598 Total liabilities and equity $ 5,313,139 $ 4,288,942 See accompanying notes to consolidated financial statements. 44 COCA-COLA CONSOLIDATED, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year (in thousands) 2024 2023 2022 Cash Flows from Operating Activities: Net income $ 633,125 $ 408,375 $ 430,158 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense from property, plant and equipment and financing leases 170,343 153,472 147,962 Amortization of intangible assets and deferred proceeds, net 23,448 23,494 23,628 Fair value adjustment of acquisition related contingent consideration 59,166 159,354 32,301 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 ) Change in current assets less current liabilities ( 3,774 ) 29,138 ( 74,784 ) Change in other noncurrent assets 8,904 12,708 31,779 Change in other noncurrent liabilities ( 22,862 ) ( 47,798 ) ( 33,430 ) Total adjustments 243,232 402,315 124,348 Net cash provided by operating activities $ 876,357 $ 810,690 $ 554,506 Cash Flows from Investing Activities: 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 ) Proceeds from the sale of property, plant and equipment 569 695 7,369 Acquisition of distribution rights — — ( 30,649 ) Net cash used in investing activities $ ( 682,201 ) $ ( 295,350 ) $ ( 324,985 ) 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 ) 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 ) Net cash provided by (used in) financing activities $ 306,399 $ ( 77,719 ) $ ( 174,187 ) Net increase in cash $ 500,555 $ 437,621 $ 55,334 Cash at beginning of year 635,269 197,648 142,314 Cash at end of year $ 1,135,824 $ 635,269 $ 197,648 See accompanying notes to consolidated financial statements. 45 COCA-COLA CONSOLIDATED, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share data) Common Stock Class B Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock - Common Stock Treasury Stock - Class B Common Stock Total Equity Balance on December 31, 2021 $ 10,204 $ 2,860 $ 135,953 $ 724,486 $ ( 100,463 ) $ ( 60,845 ) $ ( 409 ) $ 711,786 Net income — — — 430,158 — — — 430,158 Other comprehensive income, net of tax — — — — 15,626 — — 15,626 Dividends declared: Common Stock ($ 4.50 per share) — — — ( 37,354 ) — — — ( 37,354 ) Class B Common Stock ($ 4.50 per share) — — — ( 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 Net income — — — 408,375 — — — 408,375 Other comprehensive income, net of tax — — — — 80,561 — — 80,561 Dividends declared: Common Stock ($ 18.00 per share) — — — ( 150,642 ) — — — ( 150,642 ) Class B Common Stock ($ 18.00 per share) — — — ( 18,084 ) — — — ( 18,084 ) Balance on December 31, 2023 $ 11,431 $ 1,633 $ 135,953 $ 1,352,111 $ ( 4,276 ) $ ( 60,845 ) $ ( 409 ) $ 1,435,598 Net income — — — 633,125 — — — 633,125 Other comprehensive income, net of tax — — — — 6,161 — — 6,161 Dividends declared: Common Stock ($ 3.50 per share) — — — ( 27,452 ) — — — ( 27,452 ) Class B Common Stock ($ 3.50 per share) — — — ( 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. 46 COCA-COLA CONSOLIDATED, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Critical Accounting Policies Description of Business Coca‑Cola Consolidated, Inc. (the “Company”) distributes, markets and manufactures nonalcoholic beverages, primarily products of The Coca‑Cola Company, and is the largest Coca‑Cola bottler in the United States. Approximately 85 % of the Company’s total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which include some of the most recognized and popular beverage brands in the world. The Company also distributes products for several other beverage companies, including Keurig Dr Pepper Inc. and Monster Energy Company. The Company offers a range of nonalcoholic beverage products and flavors, including both sparkling and still beverages, designed to meet the demands of its consumers. Sparkling beverages are carbonated beverages and the Company’s principal sparkling beverage is Coca‑Cola. Still beverages include energy products and noncarbonated beverages such as bottled water, ready-to-drink tea, ready-to-drink coffee, enhanced water, juices and sports drinks. The Company’s products are sold and distributed in the United States through various channels, which include selling directly to customers, including grocery stores, mass merchandise stores, club stores, convenience stores and drug stores, selling to on-premise locations, where products are typically consumed immediately, such as restaurants, schools, amusement parks and recreational facilities, and selling through other channels such as vending machine outlets. The Company manages its business on the basis of three operating segments. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated net sales and income from operations. 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 The consolidated financial statements include the accounts and the consolidated operations of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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, 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. The Company periodically assesses the financial condition of the institutions and believes the risk of any loss is minimal. Investments in debt securities with maturities of 90 days or less that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. 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 47 on a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability to meet its financial obligations. The Company typically collects payment from customers within 30 days from the date of sale. Allowance for Doubtful Accounts The Company has established an allowance for doubtful accounts to adjust the recorded receivable to the estimated amount the Company believes will ultimately be collected. The Company’s allowance for doubtful accounts in the consolidated balance sheets includes a reserve for customer returns and an allowance for credit losses. The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1 % of bottle/can sales and post-mix sales could be at risk for return by customers. Returned product is recognized as a reduction to net sales. The Company estimates an allowance for credit losses, based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to balances previously written off, in order to present the net amount expected to be collected. Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out method for finished products and manufacturing materials and on the average cost method for plastic shells, plastic pallets and other inventories. Property, Plant and Equipment Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements on operating leases are depreciated over the shorter of the estimated useful lives or the term of the lease, including renewal options the Company determines are reasonably assured. Additions and major replacements or betterments are added to the assets at cost. Maintenance and repair costs and minor replacements are charged to expense when incurred. When assets are replaced or otherwise disposed, the cost and accumulated depreciation are removed from the accounts and the gains or losses, if any, are reflected in the consolidated statements of operations. Gains or losses on the disposal of manufacturing equipment and manufacturing plants are included in cost of sales. Gains or losses on the disposal of all other property, plant and equipment are included in selling, delivery and administrative (“SD&A”) expenses. The Company evaluates the recoverability of the carrying amount of its property, plant and equipment when events or circumstances indicate the carrying amount of an asset or asset group may not be recoverable. These evaluations are performed at a level where independent cash flows may be attributed to either an asset or an asset group. If the Company determines the carrying amount of an asset or asset group is not recoverable based upon the expected undiscounted future cash flows of the asset or asset group, an impairment loss is recorded equal to the excess of the carrying amounts over the estimated fair values of the long-lived assets. Leases The Company leases office and warehouse space, machinery and other equipment under noncancelable operating lease agreements and also leases certain warehouse space under financing lease agreements. The Company uses the following policies and assumptions to evaluate its leases: • Determining a lease: The Company assesses contracts at inception to determine whether an arrangement is or includes a lease, which conveys the Company’s right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets and associated liabilities are recognized at the commencement date and initially measured based on the present value of lease payments over the defined lease term. • Allocating lease and non-lease components: The Company has elected the practical expedient to not separate lease and non-lease components for certain classes of underlying assets. The Company has equipment and vehicle lease agreements, which generally have the lease and associated non-lease components accounted for as a single lease component. The Company has real estate lease agreements with lease and non-lease components, which are accounted for separately where applicable. • Calculating the discount rate: The Company calculates the discount rate based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company calculates an incremental borrowing rate using a portfolio approach. The incremental borrowing rate is calculated using the contractual lease term and the Company’s borrowing rate. • Recognizing leases: The Company does not recognize leases with a contractual term of less than 12 months on its consolidated balance sheets. Lease expense for these short-term leases is expensed on a straight-line basis over the lease term. 48 • Including rent increases or escalation clauses: Certain leases contain scheduled rent increases or escalation clauses, which can be based on the Consumer Price Index or other rates. The Company assesses each contract individually and applies the appropriate variable payments based on the terms of the agreement. • Including renewal options and/or purchase options: Certain leases include renewal options to extend the lease term and/or purchase options to purchase the leased asset. The Company assesses these options using a threshold of reasonably certain, which is a high threshold and, therefore, the majority of the Company’s leases do not include renewal periods or purchase options for the measurement of the right-of-use asset and the associated lease liability. For leases the Company is reasonably certain to renew or purchase, those options are included within the lease term and, therefore, included in the measurement of the right-of-use asset and the associated lease liability. • Including options to terminate: Certain leases include the option to terminate the lease prior to its scheduled expiration. This allows a contractually bound party to terminate its obligation under the lease contract, typically in return for an agreed-upon financial consideration. The terms and conditions of the termination options vary by contract. • Including residual value guarantees, restrictions or covenants: The Company’s lease agreements do not contain residual value guarantees, restrictions or covenants. Internal Use Software The Company capitalizes costs incurred in the development or acquisition of internal use software. The Company expenses costs incurred in the preliminary project planning stage. Costs, such as maintenance and training, are also expensed as incurred. Capitalized costs are amortized over their estimated useful lives using the straight-line method. Amortization expense for internal use software, which is included in depreciation expense, was $ 1.0 million in 2024, $ 1.7 million in 2023 and $ 3.0 million in 2022. Goodwill All business combinations are accounted for using the acquisition method. Goodwill is tested for impairment annually, or more frequently if facts and circumstances indicate such assets may be impaired. The Company performs its annual goodwill impairment test, which includes a qualitative assessment to determine whether it is more likely than not that the fair value of the goodwill is below its carrying value, as of the first day of the fourth quarter each year, and more often if there are significant changes in business conditions that could result in impairment. All of the Company’s goodwill resides within one reporting unit within the Nonalcoholic Beverages reportable segment and, therefore, the Company has determined it has one reporting unit for the purpose of assessing goodwill for potential impairment. The Company uses its overall market capitalization as part of its estimate of fair value of the reporting unit and in assessing the reasonableness of the Company’s internal estimates of fair value. When a quantitative analysis is considered necessary for the annual impairment analysis of goodwill, the Company develops an estimated fair value for the reporting unit considering three different approaches: • market value, using the Company’s stock price plus outstanding debt; • discounted cash flow analysis; and • multiple of earnings before interest, taxes, depreciation and amortization based upon relevant industry data. The estimated fair value of the reporting unit is then compared to its carrying amount, including goodwill. If the estimated fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount, including goodwill, exceeds its estimated fair value, any excess of the carrying value of goodwill of the reporting unit over its fair value is recorded as an impairment. To the extent the actual and projected cash flows decline in the future or if market conditions or market capitalization significantly deteriorate, the Company may be required to perform an interim impairment analysis that could result in an impairment of goodwill. During 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 The Company’s definite-lived intangible assets consist of distribution agreements and customer lists, which have estimated useful lives of 20 to 40 years and five to 12 years, respectively. These assets are amortized on a straight-line basis over their estimated useful lives. 49 Acquisition Related Contingent Consideration Liability The acquisition related contingent consideration liability consists of the estimated amounts due to The Coca‑Cola Company under the Company’s comprehensive beverage agreements (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. 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. These future expected acquisition related sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally 40 years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the acquisition related sub-bottling payments that will be made in the future under the CBA, and current acquisition related sub-bottling payments (all Level 3 inputs). Changes in any of these Level 3 inputs, particularly the underlying risk-free interest rate used to estimate the Company’s WACC, could result in material changes to the fair value of the acquisition related contingent consideration liability and could materially impact the amount of non-cash expense (or income) recorded each reporting period. Pension and Postretirement Benefit Plans The Company has historically sponsored two pension plans. The primary Company-sponsored pension plan (the “Primary Plan”) was frozen as of June 30, 2006 and no benefits accrued to participants after 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 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 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. The service cost components of the net periodic benefit cost of the plans are charged to current operations, and the non-service cost components of the net periodic benefit cost of the plans are classified as other expense, net. In addition, certain other union employees are covered by plans provided by their respective union organizations and the Company expenses amounts as paid in accordance with union agreements. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating losses and tax credit carryforwards, as well as the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance will be provided against deferred tax assets if the Company determines it is more likely than not such assets will not ultimately be realized. The Company does not recognize a tax benefit unless it concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in the Company’s judgment, is greater than 50% likely to be realized. The Company records interest and penalties related to uncertain tax positions in income tax expense. 50 Revenue Recognition The Company’s sales are divided into two main categories: (i) bottle/can sales and (ii) other sales. Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans. Bottle/can net pricing is based on the invoice price charged to customers reduced by any promotional allowances. Bottle/can net pricing per unit is impacted by the price charged per package, the sales volume generated for each package and the channels in which those packages are sold. Other sales include sales to other Coca‑Cola bottlers, post-mix sales, transportation revenue and equipment maintenance revenue. Post-mix products are dispensed through equipment that mixes fountain syrups with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses. The Company’s contracts are derived from customer orders, including customer sales incentives, generated through an order processing and replenishment model. Generally, the Company’s service contracts and contracts related to the delivery of specifically identifiable products have a single performance obligation. Revenues do not include sales or other taxes collected from customers. The Company has defined its performance obligations for its contracts as either at a point in time or over time. Bottle/can sales, sales to other Coca‑Cola bottlers and post-mix sales are recognized when control transfers to a customer, which is generally upon delivery and is considered a single point in time (“point in time”). Other sales, which include revenue for service fees related to the repair of cold drink equipment and delivery fees for freight hauling and brokerage services, are recognized over time (“over time”). Revenues related to cold drink equipment repair are recognized as the respective services are completed using a cost-to-cost input method. Repair services are generally completed in less than one day but can extend up to one month . Revenues related to freight hauling and brokerage services are recognized as the delivery occurs using a miles driven output method. Generally, delivery occurs and freight charges are recognized in the same day. Over time sales orders open at the end of a financial period are not material to the consolidated financial statements. Marketing Programs and Sales Incentives The Company participates in various sales programs with The Coca‑Cola Company, other beverage companies and customers to increase the sale of its products. Programs negotiated with customers include arrangements under which allowances can be earned for attaining agreed-upon sales levels. The cost of these various sales incentives is not considered a separate performance obligation and is included as a deduction to net sales. Allowance payments made to customers can be conditional on the achievement of volume targets and/or marketing commitments. Payments made in advance are recorded as prepayments and amortized in the consolidated statements of operations over the relevant period for which the customer commitment is made. In the event there is no separate identifiable benefit or the fair value of such benefit cannot be established, the amortization of the prepayment is included as a deduction to net sales. The nature of the Company’s contracts gives rise to several types of variable consideration, including prospective and retrospective rebates. The Company accounts for its prospective and retrospective rebates using the expected value method, which estimates the net price to the customer based on the customer’s expected annual sales volume projections. Marketing and Other Funding Support The Company receives marketing funding support payments in cash from The Coca‑Cola Company and other beverage companies. 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. Cash consideration received by a customer from a vendor is presumed to be a reduction of the price of the vendor’s products or services. As such, the cash received is accounted for as a reduction 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 and other funding support are classified as a reduction to cost of sales. Commodity Derivative Instruments The Company is subject to the risk of increased costs arising from adverse changes in certain commodity prices. In the normal course of business, the Company manages this risk through a variety of strategies, including the use of commodity derivative instruments. The Company does not use commodity derivative instruments for trading or speculative purposes. These commodity derivative instruments are not designated as hedging instruments under GAAP and are used as “economic hedges” to manage certain commodity price risk. The Company uses several different financial institutions for commodity derivative instruments to minimize the 51 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 are recognized in earnings consistent with the expense classification of the underlying hedged item. The Company generally pays a fee for these commodity derivative instruments, which is amortized over the corresponding period of each commodity derivative instrument. Settlements of commodity derivative instruments are included in cash flows from operating activities in the consolidated statements of cash flows. All commodity derivative instruments are recorded at fair value as either assets or liabilities in the consolidated balance sheets. The Company has master agreements with the counterparties to its commodity derivative instruments that provide for net settlement of derivative transactions. Accordingly, the net amounts of derivative assets are recognized in either prepaid expenses and other current assets or other assets in the consolidated balance sheets and the net amounts of derivative liabilities are recognized in either other accrued liabilities or other liabilities in the consolidated balance sheets. Risk Management Programs The Company uses various insurance structures to manage costs related to workers’ compensation, auto liability, medical and other insurable risks. These structures consist of retentions, deductibles, limits and a diverse group of insurers that serve to strategically finance, transfer and mitigate the financial impact of losses to the Company. Losses are accrued using assumptions and procedures followed in the insurance industry, then adjusted for company-specific history and expectations. Cost of Sales Inputs representing a substantial portion of the Company’s cost of sales include: (i) purchases of finished products, (ii) raw material costs, including aluminum cans, plastic bottles, 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 and post-mix funding from brand companies. Selling, Delivery and Administrative Expenses SD&A expenses include the following: sales management labor costs, distribution costs resulting from transporting finished products from distribution centers to customer locations, distribution center overhead including depreciation expense, distribution center warehousing costs, delivery vehicles and cold drink equipment, point-of-sale expenses, advertising expenses, cold drink equipment repair costs, amortization of intangible assets and administrative support labor and operating costs. Shipping and Handling Costs Shipping and handling costs related to the movement of finished products from manufacturing plants to distribution centers are included in cost of sales. Shipping and handling costs directly related to the movement of finished products from distribution centers to customer locations, including distribution center warehousing costs, are included in SD&A expenses. Stock Compensation The Company has a long-term performance equity plan (the “Long-Term Performance Equity Plan”) under which awards are earned and granted to J. 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. Mr. Harrison may elect to have awards earned under the Long‑Term Performance Equity Plan settled in cash and/or shares of Class B Common Stock (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, 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. Shares of Class B Common Stock are convertible on a share-for-share basis into shares of Common Stock at any time at the option of the holder. 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 52 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. In the event of liquidation, there is no preference between the two classes of common stock. Dividends No cash dividend or dividend of property or stock other than stock of the Company, as specifically described in the Company’s 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. Notwithstanding this provision, the Class B Common Stock has voting and conversion rights that allow the Class B Common Stock to participate equally on a per share basis with the Common Stock. The Company’s Board of Directors has declared, and the Company has paid, dividends on the Common Stock and the Class B Common Stock and each class of common stock has participated equally in all dividends declared by the Board of Directors and paid by the Company since 1994. During 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. 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 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 The Company applies the two-class method for calculating and presenting net income per share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared or accumulated and participation rights in undistributed earnings. Under this method: (i) Income from continuing operations (“net income”) is reduced by the amount of dividends declared in the current period for each class of stock and by the contractual amount of dividends that must be paid for the current period. (ii) The remaining earnings (“undistributed earnings”) are allocated to the Common Stock and the Class B Common Stock to the extent each security may share in earnings as if all the earnings for the period had been distributed. The total earnings allocated to each security is determined by adding together the amount allocated for dividends and the amount allocated for a participation feature. (iii) The total earnings allocated to each security is then divided by the number of outstanding shares of the security to which the earnings are allocated to determine the earnings per share for the security. (iv) Basic and diluted net income per share data are presented for each class of common stock. In applying the two-class method, the Company determined undistributed earnings should be allocated equally on a per share basis between the Common Stock and the Class B Common Stock due to the aggregate participation rights of the Class B Common Stock (i.e., the voting and conversion rights) and the Company’s history of paying dividends equally on a per share basis on the Common Stock and the Class B Common Stock. The Class B Common Stock conversion rights allow the Class B Common Stock to participate in dividends equally with the Common Stock. Class B Common Stock is convertible into Common Stock on a one -for-one per share basis at any time at the option of the holder. Accordingly, the holders of the Class B Common Stock can participate equally in any dividends declared on the Common Stock by exercising their conversion rights. Basic net income per share excludes potential common shares that were dilutive and is computed by dividing net income available for common stockholders by the weighted average number of Common and Class B Common shares outstanding. Diluted net income per share for Common Stock and Class B Common Stock gives effect to all securities representing potential common shares that were dilutive and outstanding during the period. The Company does no t have anti-dilutive shares. Recently Adopted Accounting Pronouncements In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities-Supplier Finance Programs,” which requires additional quantitative and qualitative disclosures related to a company’s supply chain finance programs to enhance the transparency of these programs. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2022-04 in the first quarter of 53 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 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 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. 2. Related Party Transactions J. 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, 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. J. 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 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. 54 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: Fiscal Year (in thousands) 2024 2023 2022 Payments made by the Company to The Coca-Cola Company (1) $ 2,109,748 $ 2,019,409 $ 1,867,727 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, 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. Payments made by the Company to The Coca‑Cola Company also included payments for marketing programs associated with large, national customers managed by The Coca‑Cola Company on behalf of the Company, which were recorded as a reduction to net sales in the consolidated statements of operations. Other payments made by the Company to The Coca‑Cola Company related to cold drink equipment parts, fees associated with the rights to distribute certain brands and other customary items. Payments made by The Coca‑Cola Company to the Company included annual funding in connection with the Company’s agreement to support certain business initiatives developed by The Coca‑Cola Company and funding associated with the delivery of post-mix products to various customers, both of which were recorded as a reduction to cost of sales in the consolidated statements of operations. Payments made by The Coca‑Cola Company to the Company also included fountain product delivery and equipment repair services performed by the Company on The Coca‑Cola Company’s equipment, all of which were recorded in net sales in the consolidated statements of operations. 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. These acquisition related sub-bottling payments are based on gross profit derived from the Company’s sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, a beverage product or certain cross-licensed brands applicable to the System Transformation. Acquisition related sub-bottling payments to CCR were $ 64.3 million in 2024, $ 28.2 million in 2023 and $ 36.5 million in 2022. The following table summarizes the liability recorded by the Company to reflect the estimated fair value of contingent consideration related to future expected acquisition related sub‑bottling payments to CCR: (in thousands) December 31, 2024 December 31, 2023 Current portion of acquisition related contingent consideration $ 63,982 $ 64,528 Noncurrent portion of acquisition related contingent consideration 590,209 604,809 Total acquisition related contingent consideration $ 654,191 $ 669,337 Southeastern Container (“Southeastern”) The Company is a shareholder of Southeastern, a plastic bottle manufacturing cooperative. The Company accounts for Southeastern as an equity method investment. The Company’s investment in Southeastern, which was classified as other assets in the consolidated balance sheets, was $ 20.9 million as of both December 31, 2024 and December 31, 2023. 55 South Atlantic Canners, Inc. (“SAC”) The Company is a shareholder of SAC, a manufacturing cooperative located in Bishopville, South Carolina. All of SAC’s shareholders are Coca‑Cola bottlers and each has equal voting rights. The Company accounts for SAC as an equity method investment. The Company’s investment in SAC, which was classified as other assets in the consolidated balance sheets, was $ 25.3 million as of December 31, 2024 and $ 17.2 million as of December 31, 2023. The Company also guarantees a portion of SAC’s debt; see Note 21 for additional information. The Company receives a fee for managing the day-to-day operations of SAC pursuant to a management agreement. Proceeds from management fees received from SAC, which were recorded as a reduction to cost of sales in the consolidated statements of operations, were $ 9.5 million in 2024, $ 9.3 million in 2023 and $ 8.9 million in 2022. Coca‑Cola Bottlers’ Sales & Services Company LLC (“CCBSS”) Along with all other Coca‑Cola bottlers in the United States and Canada, the Company is a member of CCBSS, a company formed to provide certain procurement and other services with the intention of enhancing the efficiency and competitiveness of the Coca‑Cola bottling system. The Company accounts for CCBSS as an equity method investment and its investment in CCBSS is not material. CCBSS negotiates the procurement for the majority of the Company’s raw materials, excluding concentrate, and the Company receives a rebate from CCBSS for the purchase of these raw materials. The Company had rebates due from CCBSS of $ 14.5 million on December 31, 2024 and $ 14.3 million on December 31, 2023, which were classified as accounts receivable, other in the consolidated balance sheets. Changes in rebates receivable relate to volatility in raw material prices and the timing of cash receipts of rebates. 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 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”) Along with certain other Coca‑Cola bottlers, the Company is a member of CONA, an entity formed to provide business process and information technology services to its members. The Company accounts for CONA as an equity method investment. The Company’s investment in CONA, which was classified as other assets in the consolidated balance sheets, was $ 27.5 million as of December 31, 2024 and $ 22.1 million as of December 31, 2023. Pursuant to an amended and restated master services agreement with CONA, the Company is authorized to use the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca‑Cola bottlers. In exchange for the Company’s rights to use the CONA System and receive CONA-related services, it is charged service fees by CONA. The Company incurred service fees to CONA of $ 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 The Company leases its headquarters office facility and an adjacent office facility in Charlotte, North Carolina from Beacon Investment Corporation, of which J. Frank Harrison, III is the majority stockholder and Morgan H. Everett, Vice Chair of the Company’s Board of Directors, is a minority stockholder. The annual base rent the Company is obligated to pay under this lease is subject to an adjustment for an inflation factor and the lease expires on December 31, 2029. The principal balance outstanding under this lease was $ 19.3 million on December 31, 2024 and $ 22.5 million on December 31, 2023. 56 A summary of rental payments for related party leases for 2024, 2023 and 2022 is as follows: Fiscal Year (in thousands) 2024 2023 2022 Company headquarters $ 4,010 $ 3,931 $ 3,854 Snyder Production Center (1) — — 927 (1) The lease for the Snyder Production Center and an adjacent sales facility in Charlotte, North Carolina (together, the “Snyder Production Center”) was terminated during 2022 in connection with the purchase of the Snyder Production Center by CCBCC Operations, LLC, a wholly owned subsidiary of the Company. Long-Term Performance Equity Plan The Long-Term Performance Equity Plan compensates J. Frank Harrison, III based on the Company’s performance. Awards granted to Mr. Harrison under the Long-Term Performance Equity Plan are earned based on the Company’s attainment during a performance period of certain performance measures, each as specified by the Compensation Committee of the Company’s Board of Directors. 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. 3. Revenue Recognition The Company’s sales are divided into two main categories: (i) bottle/can sales and (ii) other sales. Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans. Bottle/can net pricing is based on the invoice price charged to customers reduced by any promotional allowances. Bottle/can net pricing per unit is impacted by the price charged per package, the sales volume generated for each package and the channels in which those packages are sold. Other sales include sales to other Coca‑Cola bottlers, post-mix sales, transportation revenue and equipment maintenance revenue. The Company’s contracts are derived from customer orders, including customer sales incentives, generated through an order processing and replenishment model. Generally, the Company’s service contracts and contracts related to the delivery of specifically identifiable products have a single performance obligation. Revenues do not include sales or other taxes collected from customers. The Company has defined its performance obligations for its contracts as either at a point in time or over time. Bottle/can sales, sales to other Coca‑Cola bottlers and post-mix sales are recognized when control transfers to a customer, which is generally upon delivery and is considered a single point in time. Point in time sales accounted for approximately 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. Revenues related to cold drink equipment repair are recognized as the respective services are completed using a cost-to-cost input method. Repair services are generally completed in less than one day but can extend up to one month . Revenues related to freight hauling and brokerage services are recognized as the delivery occurs using a miles driven output method. Generally, delivery occurs and freight charges are recognized in the same day. Over time sales orders open at the end of a financial period are not material to the consolidated financial statements. The following table represents a disaggregation of revenue from contracts with customers: Fiscal Year (in thousands) 2024 2023 2022 Point in time net sales: Nonalcoholic Beverages - point in time $ 6,781,744 $ 6,510,155 $ 6,034,914 Total point in time net sales $ 6,781,744 $ 6,510,155 $ 6,034,914 Over time net sales: Nonalcoholic Beverages - over time $ 57,301 $ 52,467 $ 46,443 All Other - over time 60,671 91,236 119,600 Total over time net sales $ 117,972 $ 143,703 $ 166,043 Total net sales $ 6,899,716 $ 6,653,858 $ 6,200,957 57 The Company’s allowance for doubtful accounts in the consolidated balance sheets includes a reserve for customer returns and an allowance for credit losses. The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1 % of bottle/can sales and post-mix sales could be at risk for return by customers. Returned product is recognized as a reduction to net sales. The Company’s reserve for customer returns was $ 5.2 million as of December 31, 2024 and $ 4.5 million as of December 31, 2023. The Company estimates an allowance for credit losses, based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to balances previously written off, in order to present the net amount expected to be collected. Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses. Following is a summary of activity for the allowance for credit losses during 2024, 2023 and 2022: Fiscal Year (in thousands) 2024 2023 2022 Beginning balance - allowance for credit losses $ 11,560 $ 13,119 $ 14,336 Additions charged to expenses and as a reduction to net sales 3,080 2,639 4,326 Deductions ( 5,116 ) ( 4,198 ) ( 5,543 ) Ending balance - allowance for credit losses $ 9,524 $ 11,560 $ 13,119 4. Segments The Company evaluates segment reporting in accordance with FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the CODM. The Company has concluded the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer, as a group, represent the CODM. 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, 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: Fiscal Year 2024 (in thousands) Nonalcoholic Beverages All Other Eliminations (1) Total 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 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 Total depreciation and amortization expense (4) $ 177,521 $ 16,270 $ — $ 193,791 58 Fiscal Year 2023 (in thousands) Nonalcoholic Beverages All Other Eliminations (1) Total 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) Total 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. 59 5. Net Income Per Share The following table sets forth the computation of basic net income per share and diluted net income per share under the two-class method. See Note 1 for additional information related to net income per share. Fiscal Year (in thousands, except per share data) 2024 2023 2022 Numerator for basic and diluted net income per Common Stock and Class B Common Stock share: Net income $ 633,125 $ 408,375 $ 430,158 Less dividends: Common Stock 165,541 41,844 8,062 Class B Common Stock 20,094 5,024 1,312 Total undistributed earnings $ 447,490 $ 361,507 $ 420,784 Common Stock undistributed earnings – basic $ 397,741 $ 322,749 $ 364,359 Class B Common Stock undistributed earnings – basic 49,749 38,758 56,425 Total undistributed earnings – basic $ 447,490 $ 361,507 $ 420,784 Common Stock undistributed earnings – diluted $ 397,170 $ 322,131 $ 363,158 Class B Common Stock undistributed earnings – diluted 50,320 39,376 57,626 Total undistributed earnings – diluted $ 447,490 $ 361,507 $ 420,784 Numerator for basic net income per Common Stock share: Dividends on Common Stock $ 165,541 $ 41,844 $ 8,062 Common Stock undistributed earnings – basic 397,741 322,749 364,359 Numerator for basic net income per Common Stock share $ 563,282 $ 364,593 $ 372,421 Numerator for basic net income per Class B Common Stock share: Dividends on Class B Common Stock $ 20,094 $ 5,024 $ 1,312 Class B Common Stock undistributed earnings – basic 49,749 38,758 56,425 Numerator for basic net income per Class B Common Stock share $ 69,843 $ 43,782 $ 57,737 Numerator for diluted net income per Common Stock share: Dividends on Common Stock $ 165,541 $ 41,844 $ 8,062 Dividends on Class B Common Stock assumed converted to Common Stock 20,094 5,024 1,312 Common Stock undistributed earnings – diluted 447,490 361,507 420,784 Numerator for diluted net income per Common Stock share $ 633,125 $ 408,375 $ 430,158 Numerator for diluted net income per Class B Common Stock share: Dividends on Class B Common Stock $ 20,094 $ 5,024 $ 1,312 Class B Common Stock undistributed earnings – diluted 50,320 39,376 57,626 Numerator for diluted net income per Class B Common Stock share $ 70,414 $ 44,400 $ 58,938 Denominator for basic net income per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding – basic 8,035 8,369 8,117 Class B Common Stock weighted average shares outstanding – basic 1,005 1,005 1,257 Denominator for diluted net income per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding – diluted (assumes conversion of Class B Common Stock to Common Stock) 9,053 9,392 9,405 Class B Common Stock weighted average shares outstanding – diluted 1,018 1,023 1,288 60 Fiscal Year (in thousands, except per share data) 2024 2023 2022 Basic net income per share: Common Stock $ 70.10 $ 43.56 $ 45.88 Class B Common Stock $ 69.50 $ 43.56 $ 45.93 Diluted net income per share: Common Stock $ 69.94 $ 43.48 $ 45.74 Class B Common Stock $ 69.17 $ 43.40 $ 45.76 NOTES TO TABLE (1) For purposes of the diluted net income per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted; therefore, 100 % of undistributed earnings is allocated to Common Stock. (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 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 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. 6. 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 U.S. 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. 61 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. 7. Inventories Inventories consisted of the following: (in thousands) December 31, 2024 December 31, 2023 Finished products $ 203,373 $ 207,912 Manufacturing materials 84,096 71,560 Plastic shells, plastic pallets and other inventories 42,926 42,460 Total inventories $ 330,395 $ 321,932 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (in thousands) December 31, 2024 December 31, 2023 Repair parts $ 34,465 $ 35,256 Prepaid taxes 12,119 9,020 Prepaid software 8,616 9,427 Prepaid marketing 5,142 4,703 Commodity hedges at fair market value 2,472 3,747 Other prepaid expenses and other current assets 33,517 26,432 Total prepaid expenses and other current assets $ 96,331 $ 88,585 9. Property, Plant and Equipment, Net The principal categories and estimated useful lives of property, plant and equipment, net were as follows: (in thousands) December 31, 2024 December 31, 2023 Estimated Useful Lives Land $ 132,543 $ 99,858 Buildings 493,810 390,852 8 - 50 years Machinery and equipment 563,834 498,737 5 - 20 years Transportation equipment 682,263 611,001 3 - 20 years Furniture and fixtures 113,156 107,072 3 - 10 years Cold drink dispensing equipment 456,984 449,508 3 - 17 years Leasehold and land improvements 192,282 179,146 5 - 20 years Software for internal use 50,293 49,611 3 - 10 years Construction in progress 77,707 95,623 Total property, plant and equipment, at cost 2,762,872 2,481,408 Less: Accumulated depreciation and amortization 1,257,605 1,160,845 Property, plant and equipment, net $ 1,505,267 $ 1,320,563 During 2024, 2023 and 2022, the Company performed periodic reviews of property, plant and equipment and determined no material impairment existed. 62 10. Leases Following is a summary of the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: December 31, 2024 December 31, 2023 Weighted average remaining lease term: Operating leases 6.4 years 6.7 years Financing leases 2.9 years 3.5 years Weighted average discount rate: Operating leases 4.1 % 3.8 % Financing leases 5.2 % 5.2 % Following is a summary of the Company’s leases within the consolidated statements of operations: Fiscal Year (in thousands) 2024 2023 2022 Operating lease costs $ 29,616 $ 32,959 $ 30,484 Short-term and variable leases 12,816 15,995 15,065 Depreciation expense from financing leases 1,647 1,646 2,315 Interest expense on financing lease obligations 321 447 884 Total lease cost $ 44,400 $ 51,047 $ 48,748 The future minimum lease payments related to the Company’s leases include renewal options the Company has determined to be reasonably certain and exclude payments to landlords for real estate taxes and common area maintenance. Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of December 31, 2024 : (in thousands) Operating Leases Financing Leases 2025 $ 26,799 $ 2,869 2026 24,578 1,233 2027 21,101 338 2028 16,427 345 2029 15,046 352 Thereafter 27,482 268 Total minimum lease payments including interest $ 131,433 $ 5,405 Less: Amounts representing interest 15,814 374 Present value of minimum lease principal payments 115,619 5,031 Less: Current portion of lease liabilities - operating and financing leases 23,257 2,685 Noncurrent portion of lease liabilities - operating and financing leases $ 92,362 $ 2,346 Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of December 31, 2023: (in thousands) Operating Leases Financing Leases 2024 $ 29,932 $ 2,808 2025 24,329 2,869 2026 21,115 1,233 2027 18,614 338 2028 13,890 345 Thereafter 39,022 620 Total minimum lease payments including interest $ 146,902 $ 8,213 Less: Amounts representing interest 18,437 694 Present value of minimum lease principal payments 128,465 7,519 Less: Current portion of lease liabilities - operating and financing leases 26,194 2,487 Noncurrent portion of lease liabilities - operating and financing leases $ 102,271 $ 5,032 63 Following is a summary of the Company’s leases within the consolidated statements of cash flows: Fiscal Year (in thousands) 2024 2023 2022 Cash flows from operating activities impact: Operating leases $ 32,102 $ 33,013 $ 28,891 Interest payments on financing lease obligations 321 447 884 Total cash flows from operating activities impact $ 32,423 $ 33,460 $ 29,775 Cash flows from financing activities impact: Principal payments on financing lease obligations $ 2,488 $ 2,303 $ 2,988 Total cash flows from financing activities impact $ 2,488 $ 2,303 $ 2,988 11. Distribution Agreements, Net Distribution agreements, net, which are amortized on a straight-line basis and have estimated useful lives of 20 to 40 years, consisted of the following: (in thousands) December 31, 2024 December 31, 2023 Distribution agreements at cost $ 990,191 $ 990,191 Less: Accumulated amortization 197,939 173,048 Distribution agreements, net $ 792,252 $ 817,143 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. 12. Customer Lists, Net Customer lists, net, which are amortized on a straight-line basis and have estimated useful lives of five to 12 years, consisted of the following: (in thousands) December 31, 2024 December 31, 2023 Customer lists at cost $ 25,288 $ 25,288 Less: Accumulated amortization 19,410 17,789 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, 2024 will be as follows for each fiscal year 2025 through 2029: (in thousands) Amortization expense 2025 $ 1,621 2026 1,578 2027 1,293 2028 1,002 2029 384 13. Supply Chain Finance Program 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. Once a qualifying supplier elects to participate in the SCF program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices it sells to the financial institution. The supplier invoices that have been confirmed as valid under the SCF program require payment in full by the financial institution to the supplier by the original maturity date of the invoice, or discounted payment at an earlier date as agreed upon with the supplier. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier’s participation in the SCF program. 64 All outstanding amounts related to suppliers participating in the SCF program are recorded in accounts payable, trade in the consolidated balance sheets, and associated payments are included in operating activities in the consolidated statements of cash flows. 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: Fiscal Year (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 14. Other Accrued Liabilities Other accrued liabilities consisted of the following: (in thousands) December 31, 2024 December 31, 2023 Current portion of acquisition related contingent consideration $ 63,982 $ 64,528 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 interest payable 7,611 2,520 Accrued taxes (other than income taxes) 6,821 7,474 All other accrued expenses 20,908 19,430 Total other accrued liabilities $ 246,687 $ 237,994 15. Commodity Derivative Instruments The Company is subject to the risk of increased costs arising from adverse changes in certain commodity prices. In the normal course of business, the Company manages this risk through a variety of strategies, including the use of commodity derivative instruments. The Company does not use commodity derivative instruments for trading or speculative purposes. These commodity derivative instruments are not designated as hedging instruments under GAAP and are used as “economic hedges” to manage certain commodity price risk. The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk. While the Company would be exposed to credit loss in the event of nonperformance by these counterparties, the Company does not anticipate nonperformance by these counterparties. Commodity derivative instruments held by the Company are marked to market on a quarterly basis and are recognized in earnings consistent with the expense classification of the underlying hedged item. The Company generally pays a fee for these commodity derivative instruments, which is amortized over the corresponding period of each commodity derivative instrument. Settlements of commodity derivative instruments are included in cash flows from operating activities in the consolidated statements of cash flows. The following table summarizes pre-tax changes in the fair values of the Company’s commodity derivative instruments and the classification of such changes in the consolidated statements of operations: Fiscal Year (in thousands) 2024 2023 2022 Cost of sales $ ( 728 ) $ 1,220 $ ( 3,333 ) Selling, delivery and administrative expenses ( 547 ) ( 2,281 ) 427 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. 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 65 accrued liabilities or other liabilities in the consolidated balance sheets. The following table summarizes the fair values of the Company’s commodity derivative instruments and the classification of such instruments in the consolidated balance sheets: (in thousands) December 31, 2024 December 31, 2023 Prepaid expenses and other current assets $ 2,472 $ 3,747 Total assets $ 2,472 $ 3,747 The following table summarizes the Company’s gross commodity derivative instrument assets and gross commodity derivative instrument liabilities in the consolidated balance sheets: (in thousands) December 31, 2024 December 31, 2023 Gross commodity derivative instrument assets $ 2,472 $ 3,747 Gross commodity derivative instrument liabilities — — The following table summarizes the Company’s outstanding commodity derivative instruments: (in thousands) December 31, 2024 December 31, 2023 Notional amount of outstanding commodity derivative instruments $ 50,928 $ 50,187 Latest maturity date of outstanding commodity derivative instruments December 2025 December 2024 16. Fair Values of Financial Instruments GAAP requires assets and liabilities carried at fair value to be classified and disclosed in one of the following categories: • Level 1: Quoted market prices in active markets for identical assets or liabilities. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs that are not corroborated by market data. 66 The below methods and assumptions were used by the Company in estimating the fair values of its financial instruments. There were no transfers of assets or liabilities between levels in any period presented. Financial Instrument Fair Value Level 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 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. Short-term investments Level 2 The fair values of the Company’s Level 2 short-term investments, which are commercial paper instruments, are based on estimated current market prices and have readily determinable fair market values. Commodity derivative instruments Level 2 The fair values of the Company’s commodity derivative instruments are based on current settlement values at each balance sheet date, which represent the estimated amounts the Company would have received or paid upon termination of those instruments. The Company’s credit risk related to the commodity derivative instruments is managed by requiring high standards for its counterparties and periodic settlements. The Company considers nonperformance risk in determining the fair values of commodity derivative instruments. 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, short-term investments, pension plan assets, commodity derivative instruments, debt and acquisition related contingent consideration: December 31, 2024 (in thousands) Carrying Amount Total Fair Value Fair Value Level 1 Fair Value Level 2 Fair Value Level 3 Assets: 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 — Commodity derivative instruments 2,472 2,472 — 2,472 — Liabilities: Deferred compensation plan liabilities 81,123 81,123 81,123 — — Debt 1,786,348 1,803,500 — 1,803,500 — Acquisition related contingent consideration 654,191 654,191 — — 654,191 67 December 31, 2023 (in thousands) Carrying Amount Total Fair Value Fair Value Level 1 Fair Value Level 2 Fair Value Level 3 Assets: Deferred compensation plan assets $ 64,769 $ 64,769 $ 64,769 $ — $ — Pension plan assets 47,321 47,321 24,153 23,168 — Commodity derivative instruments 3,747 3,747 — 3,747 — Liabilities: Deferred compensation plan liabilities 64,769 64,769 64,769 — — Debt 599,159 579,000 — 579,000 — Acquisition related contingent consideration 669,337 669,337 — — 669,337 The acquisition related contingent consideration was valued using a probability weighted discounted cash flow model based on internal forecasts and the WACC derived from market data, which are considered Level 3 inputs. Each reporting period, the Company adjusts its acquisition related contingent consideration liability related to the distribution territories subject to acquisition related sub-bottling payments to fair value by discounting future expected acquisition related sub-bottling payments required under the CBA using the Company’s estimated WACC. The future expected acquisition related sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally 40 years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the acquisition related sub-bottling payments that will be made in the future under the CBA, and current acquisition related sub-bottling payments (all Level 3 inputs). Changes in any of these Level 3 inputs, particularly the underlying risk-free interest rate used to estimate the Company’s WACC, could result in material changes to the fair value of the acquisition related contingent consideration liability and could materially impact the amount of non-cash expense (or income) recorded each reporting period. The acquisition related contingent consideration liability is the Company’s only Level 3 asset or liability. A summary of the Level 3 activity is as follows: Fiscal Year (in thousands) 2024 2023 Beginning balance - Level 3 liability $ 669,337 $ 541,491 Payments of acquisition related contingent consideration ( 64,312 ) ( 28,208 ) Reclassification to current payables ( 10,000 ) ( 3,300 ) Increase in fair value 59,166 159,354 Ending balance - Level 3 liability $ 654,191 $ 669,337 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 (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. 68 17. Income Taxes The current income tax provision represents the estimated amount of income taxes paid or payable for the year, as well as changes in estimates from prior years. The deferred income tax provision (benefit) represents the change in deferred tax liabilities and assets. The following table presents the significant components of the provision for income taxes: Fiscal Year (in thousands) 2024 2023 2022 Current: Federal $ 179,019 $ 158,475 $ 109,899 State 41,981 39,652 26,053 Total current provision $ 221,000 $ 198,127 $ 135,952 Deferred: Federal $ 958 $ ( 40,658 ) $ 7,478 State 1,571 ( 8,363 ) 1,499 Total deferred provision (benefit) $ 2,529 $ ( 49,021 ) $ 8,977 Income tax expense $ 223,529 $ 149,106 $ 144,929 The Company’s effective income tax rate was 26.1 % for 2024, 26.7 % for 2023 and 25.2 % for 2022. The following table provides a reconciliation of income tax expense at the statutory federal rate to actual income tax expense: Fiscal Year 2024 2023 2022 (in thousands) Income tax expense % pre-tax income Income tax expense % pre-tax income Income tax expense % pre-tax income Statutory expense $ 179,898 21.0 % $ 117,071 21.0 % $ 120,768 21.0 % State income taxes, net of federal benefit 32,581 3.8 21,001 3.8 21,572 3.8 Nondeductible compensation 7,285 0.8 7,372 1.3 4,005 0.7 Meals, entertainment and travel expense 2,640 0.3 3,336 0.6 1,694 0.3 Valuation allowance change 1,414 0.2 701 0.1 ( 932 ) ( 0.2 ) Adjustment for uncertain tax positions 55 — 52 — ( 1,351 ) ( 0.2 ) Other, net ( 344 ) — ( 427 ) ( 0.1 ) ( 827 ) ( 0.2 ) Income tax expense $ 223,529 26.1 % $ 149,106 26.7 % $ 144,929 25.2 % The Company records liabilities for uncertain tax positions related to income tax positions. These liabilities reflect the Company’s best estimate of the ultimate income tax liability based on known facts and information. Material changes in facts or information, as well as the expiration of statutes of limitations and/or settlements with individual tax jurisdictions, may result in material adjustments to these estimates in the future. The Company recognizes potential interest and penalties related to uncertain tax positions in income tax expense. During 2024, 2023 and 2022, the interest and penalties related to uncertain tax positions recognized in income tax expense were not material. In addition, the amount of interest and penalties accrued at December 31, 2024 and December 31, 2023 were not material. 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. 69 A reconciliation of uncertain tax positions, excluding accrued interest, is as follows: Fiscal Year (in thousands) 2024 2023 2022 Beginning balance - gross uncertain tax positions $ 330 $ 285 $ 1,254 Increase as a result of tax positions taken in the current year 105 105 105 Increase as a result of tax positions taken in a prior year — — — Reduction as a result of the expiration of the applicable statute of limitations ( 61 ) ( 60 ) ( 1,074 ) Ending balance - gross uncertain tax positions $ 374 $ 330 $ 285 Deferred income taxes are recorded based upon temporary differences between the financial statement and tax bases of assets and liabilities and available net operating loss and tax credit carryforwards. Temporary differences and carryforwards that comprised deferred income tax assets and liabilities were as follows: (in thousands) December 31, 2024 December 31, 2023 Acquisition related contingent consideration $ 160,120 $ 163,827 Accrued liabilities 35,912 32,516 Deferred compensation 34,308 27,017 Operating lease liabilities 28,299 31,443 Deferred revenue 25,474 26,750 Postretirement benefits 13,179 13,601 Transactional costs 2,670 3,101 Net operating loss carryforwards 754 437 Financing lease agreements 287 470 Other 956 3,511 Deferred income tax assets $ 301,959 $ 302,673 Less: Valuation allowance for deferred tax assets 5,535 4,130 Net deferred income tax asset $ 296,424 $ 298,543 Depreciation $ ( 212,926 ) $ ( 201,875 ) Intangible assets ( 167,428 ) ( 170,504 ) Right-of-use assets - operating leases ( 27,499 ) ( 30,034 ) Prepaid expenses ( 9,784 ) ( 8,028 ) Inventory ( 8,547 ) ( 11,425 ) Patronage dividend ( 3,181 ) ( 5,112 ) Deferred income tax liabilities $ ( 429,365 ) $ ( 426,978 ) Net deferred income tax liability $ ( 132,941 ) $ ( 128,435 ) The Company’s deferred income tax assets and liabilities are subject to adjustment in future periods based on the Company’s ongoing evaluations of such deferred assets and liabilities and new information available to the Company. Valuation allowances are recognized on deferred tax assets if the Company believes it is more likely than not that some or all of the deferred tax assets will not be realized. The Company believes the majority of the deferred tax assets will be realized due to the reversal of certain significant temporary differences and anticipated future taxable income from operations. The valuation allowance of $ 5.5 million on December 31, 2024 and $ 4.1 million on December 31, 2023 was established primarily for certain loss carryforwards and deferred compensation. As of December 31, 2024, the Company had no federal net operating losses and $ 16.6 million of state net operating losses available to reduce future income taxes, which expire in varying amounts through 2045. Prior tax years beginning in year 2021 remain open to examination by the Internal Revenue Service, and various tax years beginning in year 2001 remain open to examination by certain state tax jurisdictions due to loss carryforwards. 70 18. Benefit Plans Executive Benefit Plans In addition to the Company’s Director Deferral Plan, the Company has four executive benefit plans: the Supplemental Savings Incentive Plan, the Long-Term Retention Plan, the Officer Retention Plan and the Long-Term Performance Plan. The Company also has a Long-Term Performance Equity Plan, as discussed in Note 2. 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. Participant deferrals and Company contributions made in years prior to 2006 are invested in either a fixed benefit option or certain investment funds determined by the participant. Beginning in 2010, the Company may elect at its discretion to match up to 50 % of the first 6 % of salary, excluding bonuses, deferred by the participant. During 2024, 2023 and 2022, the Company matched 50 % of the first 6 % of salary, excluding bonuses, deferred by the participant. The Company may also make discretionary contributions to participants’ accounts. Under the Director Deferral Plan, as amended and restated effective January 1, 2014, non-employee directors may defer payment of all or a portion of their annual retainer and meeting fees. There is no Company matching contribution under the Director Deferral Plan. The liability under these two deferral plans was as follows: (in thousands) December 31, 2024 December 31, 2023 Current liabilities $ 10,424 $ 7,805 Noncurrent liabilities 89,293 82,458 Total liability - Supplemental Savings Incentive Plan and Director Deferral Plan $ 99,717 $ 90,263 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. Accrued benefits under the Long-Term Retention Plan are 50 % vested until age 51 . Beginning at age 51 , the vesting percentage increases by 5 % each year until the accrued benefit is fully vested at age 60 . Participants receive payments from the plan upon retirement or, in certain instances, upon termination of employment. Payments are made in the form of monthly installments over a period of 10 , 15 or 20 years. The liability under this plan was as follows: (in thousands) December 31, 2024 December 31, 2023 Current liabilities $ 268 $ 219 Noncurrent liabilities 14,660 10,633 Total liability - Long-Term Retention Plan $ 14,928 $ 10,852 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. Accrued benefits under the Officer Retention Plan are 50 % vested until age 51 . Beginning at age 51 , the vesting percentage increases by 5 % each year until the accrued benefit is fully vested at age 60 . The liability under this plan was as follows: (in thousands) December 31, 2024 December 31, 2023 Current liabilities $ 3,489 $ 3,591 Noncurrent liabilities 32,486 35,663 Total liability - Officer Retention Plan $ 35,975 $ 39,254 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 71 individual participant or of the subsidiary, division, department, region or function in which the participant is employed. The liability under this plan was as follows: (in thousands) December 31, 2024 December 31, 2023 Current liabilities $ 9,588 $ 9,104 Noncurrent liabilities 9,541 8,975 Total liability - Long-Term Performance Plan $ 19,129 $ 18,079 Pension Plans The Company has historically sponsored two pension plans. 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 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. Primary Plan 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 The following tables set forth pertinent information for the Bargaining Plan: Fiscal Year (in thousands) 2024 2023 Beginning balance - Bargaining Plan projected benefit obligation $ 46,123 $ 39,177 Service cost 4,330 3,996 Interest cost 2,379 2,079 Plan amendments — 5 Actuarial (gain) loss ( 7,000 ) 1,652 Benefits paid ( 897 ) ( 786 ) Ending balance - Bargaining Plan projected benefit obligation $ 44,935 $ 46,123 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 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 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 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. 72 Change in Plan Assets Fiscal Year (in thousands) 2024 2023 Beginning balance - Bargaining Plan assets at fair value $ 47,321 $ 38,635 Actual return on plan assets 1,424 5,495 Employer contributions 2,000 4,300 Benefits and expenses paid ( 1,128 ) ( 1,109 ) Ending balance - Bargaining Plan assets at fair value $ 49,617 $ 47,321 Funded Status (in thousands) December 31, 2024 December 31, 2023 Projected benefit obligation $ ( 44,935 ) $ ( 46,123 ) Plan assets at fair value 49,617 47,321 Net funded status - Bargaining Plan $ 4,682 $ 1,198 Amounts Recognized in the Consolidated Balance Sheets (in thousands) December 31, 2024 December 31, 2023 Assets: Noncurrent assets $ 4,682 $ 1,198 Total asset - Bargaining Plan $ 4,682 $ 1,198 Net Periodic Pension Cost Fiscal Year (in thousands) 2024 2023 2022 Service cost $ 4,330 $ 3,996 $ 6,586 Interest cost 2,379 2,079 1,664 Expected return on plan assets ( 3,050 ) ( 2,438 ) ( 1,823 ) Recognized net actuarial loss — — 402 Amortization of prior service costs 16 16 — Net periodic pension cost - Bargaining Plan $ 3,675 $ 3,653 $ 6,829 Significant Assumptions Fiscal Year 2024 2023 2022 Projected benefit obligation at the measurement date: Discount rate - Bargaining Plan 5.89 % 5.16 % 5.34 % Weighted average rate of compensation increase N/A N/A N/A Net periodic pension cost for the fiscal year: Discount rate - Bargaining Plan 5.16 % 5.34 % 3.31 % Weighted average expected long-term rate of return of plan assets - Bargaining Plan (1) 7.00 % 7.00 % 5.50 % Weighted average rate of compensation increase N/A N/A N/A (1) The weighted average expected long-term rate of return assumption for the Bargaining Plan assets, which was used to compute net periodic pension cost, is based upon target asset allocation and is determined using forward-looking performance and duration assumptions set at the beginning of each fiscal year. 73 Cash Flows The anticipated future pension benefit payments as of December 31, 2024 were as follows: (in thousands) Anticipated Future Payment 2025 $ 1,162 2026 1,348 2027 1,557 2028 1,786 2029 2,006 2030 - 2034 14,142 The Company expects to make cash contributions to the Bargaining Plan of up to $ 5 million during fiscal year 2025. Plan Assets 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, 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 Assets at Fiscal Year-End Target Asset Allocation 2024 2023 2025 U.S. debt securities 50 % 49 % 50 % U.S. equity securities 26 % 33 % 26 % International debt securities 3 % 1 % — % International equity securities 13 % 10 % 10 % 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, 2024 consisted primarily of investments in government and corporate bonds with a weighted average maturity of approximately 18 years. U.S. 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 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. See Note 16 for additional information. (in thousands) December 31, 2024 December 31, 2023 Pension plan assets - fixed income $ 26,243 $ 23,824 Pension plan assets - equity securities 19,468 20,550 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 74 401(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 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. For all years presented, the Company matched the maximum 5 % of participants’ contributions. The Company’s matching contribution for employees who are part of collective bargaining agreements is determined in accordance with negotiated formulas for the respective employees. The total expense for the Company’s matching contributions to the 401(k) Savings Plan was $ 32.7 million in 2024, $ 30.5 million in 2023 and $ 26.8 million in 2022. Postretirement Benefits The Company provides postretirement benefits for employees meeting specified qualifying criteria. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’ periods of active service. The Company does not prefund these benefits and has the right to modify or terminate certain of these benefits in the future. The following tables set forth pertinent information for the Company’s postretirement benefit plan: Reconciliation of Activity Fiscal Year (in thousands) 2024 2023 Benefit obligation at beginning of year $ 63,828 $ 55,299 Service cost 1,163 1,085 Interest cost 3,102 2,761 Plan participants’ contributions 707 767 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 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 Fiscal Year (in thousands) 2024 2023 Fair value of plan assets at beginning of year $ — $ — Employer contributions 3,073 3,303 Plan participants’ contributions 707 767 Benefits paid ( 3,780 ) ( 4,070 ) Fair value of plan assets at end of year $ — $ — Funded Status (in thousands) December 31, 2024 December 31, 2023 Current liabilities $ ( 3,598 ) $ ( 3,214 ) Noncurrent liabilities ( 58,502 ) ( 60,614 ) Total liability - postretirement benefits $ ( 62,100 ) $ ( 63,828 ) 75 Net Periodic Postretirement Benefit Cost Fiscal Year (in thousands) 2024 2023 2022 Service cost $ 1,163 $ 1,085 $ 1,458 Interest cost 3,102 2,761 1,923 Recognized net actuarial loss 44 — 444 Net periodic postretirement benefit cost $ 4,309 $ 3,846 $ 3,825 Significant Assumptions Fiscal Year 2024 2023 2022 Benefit obligation at the measurement date: Weighted average healthcare cost trend rate - Pre-Medicare 8.45 % 7.88 % 6.58 % Weighted average healthcare cost trend rate - Post-Medicare 9.73 % 8.65 % 6.89 % Benefit obligation discount rate 5.68 % 5.02 % 5.19 % Net periodic postretirement benefit cost discount rate for fiscal year 5.02 % 5.19 % 2.98 % Postretirement benefit expense - Pre-Medicare: Weighted average healthcare cost trend rate 7.88 % 6.58 % 6.04 % Trend rate graded down to ultimate rate 4.50 % 4.50 % 4.50 % Ultimate rate year 2033 2032 2029 Postretirement benefit expense - Post-Medicare: Weighted average healthcare cost trend rate 8.65 % 6.89 % 6.29 % Trend rate graded down to ultimate rate 4.50 % 4.50 % 4.50 % Ultimate rate year 2033 2032 2029 Cash Flows The anticipated future postretirement benefit payments reflecting expected future service as of December 31, 2024 were as follows: (in thousands) Anticipated Future Payment 2025 $ 3,598 2026 4,020 2027 4,514 2028 4,858 2029 4,907 2030 - 2034 26,237 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, 2023 Actuarial Gain Reclassification Adjustments December 31, 2024 Bargaining Plan: Actuarial gain $ 218 $ 5,144 $ — $ 5,362 Prior service costs ( 147 ) — 16 ( 131 ) Postretirement Medical: Actuarial loss ( 7,216 ) 2,920 44 ( 4,252 ) Total within accumulated other comprehensive income (loss) $ ( 7,145 ) $ 8,064 $ 60 $ 979 76 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 Certain employees of the Company whose employment is covered under collective bargaining agreements participate in a multiemployer pension plan, the Employers-Teamsters Local Union Nos. 175 and 505 Pension Fund (the “Teamsters Plan”). The Company makes monthly contributions to the Teamsters Plan on behalf of such employees. The collective bargaining agreements covering the Teamsters Plan expire at various times through 2027. 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. If a participating employer stops contributing to the Teamsters Plan, the unfunded obligations of the Teamsters Plan may be borne by the remaining participating employers. If the Company chooses to stop participating in the Teamsters Plan, the Company could be required to pay the Teamsters Plan a withdrawal liability based on the underfunded status of the Teamsters Plan. The Company does not anticipate withdrawing from the Teamsters Plan. In 2015, the Company increased its contribution rates to the Teamsters Plan, with additional increases occurring annually, as part of a rehabilitation plan, which was incorporated into the renewal of collective bargaining agreements with the unions effective April 28, 2014 and adopted by the Company as a rehabilitation plan effective January 1, 2015. This is a result of the Teamsters Plan being certified by its actuary as being in “critical” status for the plan year beginning January 1, 2013. The Company’s participation in the Teamsters Plan is outlined in the table below. A red zone represents less than 80 % funding and requires a financial improvement plan (“FIP”) or rehabilitation plan (“RP”). Fiscal Year (in thousands) 2024 2023 2022 Pension Protection Act Zone Status Red Red Red FIP or RP pending or implemented Yes Yes Yes Surcharge imposed Yes Yes Yes Contribution $ 1,032 $ 999 $ 959 According to the Teamsters Plan’s Form 5500 for both the plan years ended December 31, 2023 and December 31, 2022, the Company was not listed as providing more than 5% of the total contributions. At the date these consolidated financial statements were issued, a Form 5500 was not available for the plan year ended December 31, 2024. The Company has a liability recorded for withdrawing from a multiemployer pension plan in 2008 and is required to make payments of approximately $ 1 million to this multiemployer pension plan each year through 2028. As of December 31, 2024, the Company had $ 3.2 million remaining on this liability. 19. Other Liabilities Other liabilities consisted of the following: (in thousands) December 31, 2024 December 31, 2023 Noncurrent portion of acquisition related contingent consideration $ 590,209 $ 604,809 Accruals for executive benefit plans 163,444 153,428 Noncurrent deferred proceeds from related parties 97,112 100,176 Other 8,794 8,086 Total other liabilities $ 859,559 $ 866,499 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 77 of sales over a period of 40 years. Together, the Legacy Facilities Credit and the Territory Conversion Fee are “deferred proceeds from related parties.” 20. Debt Following is a summary of the Company’s debt: (in thousands) Maturity Date Interest Rate Interest Paid Public / Nonpublic December 31, 2024 December 31, 2023 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) 6/10/2029 Variable Varies Nonpublic — — Senior notes 3/21/2030 3.960 % 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) Various ( 1,482 ) ( 17 ) Debt issuance costs ( 12,170 ) ( 824 ) Total debt 1,786,348 599,159 Less: Current portion of debt (1) 349,699 — Total long-term debt $ 1,436,649 $ 599,159 (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. (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 2026 100,000 2027 — 2028 — 2029 700,000 Thereafter 650,000 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. 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 78 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 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. 21. Commitments and Contingencies Manufacturing Cooperatives The Company is obligated to purchase at least 80 % of its requirements of plastic bottles for certain designated territories from Southeastern. The Company is also obligated to purchase 16.0 million cases of finished product from SAC on an annual basis through June 2034. The Company purchased 26.5 million cases, 25.3 million cases and 26.9 million cases of finished product from SAC in 2024, 2023 and 2022, respectively. The following table summarizes the Company’s purchases from these manufacturing cooperatives: Fiscal Year (in thousands) 2024 2023 2022 Purchases from Southeastern $ 142,208 $ 146,898 $ 153,967 Purchases from SAC 213,317 200,239 193,261 Total purchases from manufacturing cooperatives $ 355,525 $ 347,137 $ 347,228 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. The Company does not anticipate SAC will fail to fulfill its commitments related to the debt. The Company further believes SAC has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust the selling prices of its products to adequately mitigate the risk of material loss relating to the Company’s guarantee. The Company holds no assets as collateral against the SAC guarantee, the fair value of which is immaterial to the consolidated financial statements. The Company monitors its investment in SAC and would be required to write down its investment if an impairment, other than a temporary impairment, was identified. No impairment of the Company’s investment in SAC was identified as of December 31, 2024, and there was no impairment identified in 2024, 2023 or 2022. Other Commitments and Contingencies The Company has standby letters of credit, primarily related to its property and casualty insurance programs. These letters of credit totaled $ 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. As of December 31, 2024, the future payments related to these contractual arrangements, which expire at various dates through 2034, amounted to $ 135.5 million. The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of its business. Although it is difficult to predict the ultimate outcome of these claims and legal proceedings, management believes the ultimate disposition of 79 these matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. No material amount of loss in excess of recorded amounts is believed to be reasonably possible as a result of these claims and legal proceedings. The Company is subject to audits by tax authorities in jurisdictions where it conducts business. These audits may result in assessments that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for any assessments likely to result from these audits; however, final assessments, if any, could be different than the amounts recorded in the consolidated financial statements. 22. Risks and Uncertainties Approximately 85 % of the Company’s total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which is the sole supplier of these products or of the concentrates or syrups required to manufacture these products. The remaining bottle/can sales volume to retail customers consists of products of other beverage companies. The Company has beverage agreements with The Coca‑Cola Company and other beverage companies under which it has various requirements. Failure to meet the requirements of these beverage agreements could result in the loss of distribution rights for the respective products. The Company faces concentration risks related to a few customers comprising a large portion of the Company’s annual sales volume and net sales. 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. Fiscal Year 2024 2023 2022 Approximate percent of the Company’s total bottle/can sales volume: Walmart Inc. (1) 21 % 21 % 20 % The Kroger Co. (2) 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: Walmart Inc. (1) 17 % 17 % 16 % The Kroger Co. (2) 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. See Note 2 and Note 21 for additional information. The Company is exposed to price risk on commodities such as aluminum, corn and PET resin (a petroleum- or plant-based product), which affects the cost of raw materials used in the production of its finished products. The Company both produces and procures these finished products. Examples of the raw materials affected are aluminum cans and plastic bottles used for packaging and high-fructose corn syrup used as a product ingredient. Further, the Company is exposed to commodity price risk on crude oil, which impacts the Company’s cost of fuel used in the movement and delivery of the Company’s products. The Company participates in commodity hedging and risk mitigation programs, including programs administered by CCBSS and programs the Company administers. Certain liabilities of the Company, including retirement benefit obligations and the Company’s pension liability, are subject to risk of changes in both long-term and short-term interest rates. The Company’s acquisition related contingent consideration liability related to the distribution territories subject to acquisition related sub-bottling payments is subject to risk as a result of changes in the Company’s probability weighted discounted cash flow model, which is based on internal forecasts, and changes in the Company’s WACC, which is derived from market data. Approximately 15 % of the Company’s workforce is covered by collective bargaining agreements. The Company’s collective bargaining agreements, which generally have three - to five-year terms, expire at various dates through 2029. Terms and conditions of new labor union agreements could increase the Company’s exposure to work interruptions or stoppages. 80 23. Accumulated Other Comprehensive Income (Loss) 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: Gains (Losses) During the Period Reclassification to Income (in thousands) December 31, 2023 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 31, 2024 Net pension activity: Actuarial gain $ 533 $ 5,144 $ ( 1,259 ) $ — $ — $ 4,418 Prior service costs ( 97 ) — — 16 ( 4 ) ( 85 ) Net postretirement benefits activity: Actuarial gain 721 2,920 ( 715 ) 44 ( 10 ) 2,960 Prior service costs ( 624 ) — — — — ( 624 ) Unrealized gain on short-term investments — 33 ( 8 ) — — 25 Reclassification of stranded tax effects ( 4,809 ) — — — — ( 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 (in thousands) December 31, 2022 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 31, 2023 Net pension activity: Actuarial loss $ ( 71,140 ) $ 3,036 $ ( 744 ) $ 1,946 $ ( 476 ) $ ( 67,378 ) Prior service costs ( 105 ) ( 5 ) 1 16 ( 4 ) ( 97 ) Pension plan settlement — — — 112,796 ( 44,885 ) 67,911 Net postretirement benefits activity: Actuarial gain 6,752 ( 7,986 ) 1,955 — — 721 Prior service costs ( 624 ) — — — — ( 624 ) Reclassification of stranded tax effects ( 19,720 ) — — — 14,911 ( 4,809 ) Total AOCI(L) $ ( 84,837 ) $ ( 4,955 ) $ 1,212 $ 114,758 $ ( 30,454 ) $ ( 4,276 ) Gains (Losses) During the Period Reclassification to Income (in thousands) December 31, 2021 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 31, 2022 Net pension activity: Actuarial loss $ ( 78,882 ) $ 6,263 $ ( 1,533 ) $ 3,990 $ ( 978 ) $ ( 71,140 ) Prior service credits (costs) 11 ( 154 ) 38 — — ( 105 ) Net postretirement benefits activity: Actuarial (loss) gain ( 1,239 ) 10,138 ( 2,481 ) 444 ( 110 ) 6,752 Prior service costs ( 624 ) — — — — ( 624 ) Foreign currency translation adjustment ( 9 ) — — 11 ( 2 ) — Reclassification of stranded tax effects ( 19,720 ) — — — — ( 19,720 ) Total AOCI(L) $ ( 100,463 ) $ 16,247 $ ( 3,976 ) $ 4,445 $ ( 1,090 ) $ ( 84,837 ) 81 24. Supplemental Disclosures of Cash Flow Information Changes in current assets and current liabilities affecting cash were as follows: Fiscal Year (in thousands) 2024 2023 2022 Short-term investments $ ( 5,142 ) $ — $ — Accounts receivable, trade ( 11,720 ) ( 23,886 ) ( 59,777 ) Allowance for doubtful accounts ( 1,386 ) ( 59 ) ( 1,217 ) Accounts receivable from The Coca-Cola Company ( 37,935 ) ( 16,150 ) 21,951 Accounts receivable, other 26,889 ( 12,902 ) ( 20,753 ) Inventories ( 8,463 ) 25,613 ( 44,694 ) Prepaid expenses and other current assets ( 7,746 ) 5,682 ( 16,201 ) Accounts payable, trade ( 36,496 ) 17,096 23,417 Accounts payable to The Coca-Cola Company 47,772 ( 23,284 ) 17,112 Other accrued liabilities 8,693 37,017 ( 10,649 ) Accrued compensation 21,760 20,011 16,027 Change in current assets less current liabilities $ ( 3,774 ) $ 29,138 $ ( 74,784 ) The Company had the following net cash payments during the period for income taxes and interest: Fiscal Year (in thousands) 2024 2023 2022 Income taxes $ 223,975 $ 200,812 $ 140,988 Interest 56,094 23,960 28,086 The Company had the following significant non-cash financing and investing activities: Fiscal Year (in thousands) 2024 2023 2022 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 82 Management’s Report on Internal Control over Financial Reporting Management of Coca-Cola Consolidated, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s chief executive and chief financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Company’s internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2024, management assessed the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that the Company’s internal control over financial reporting as of December 31, 2024 was effective. 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 83 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Coca‑Cola Consolidated, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Coca‑Cola Consolidated, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2024 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 84 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Acquisition Related Contingent Consideration Liability As described in Notes 1, 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. 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. 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 using a probability weighted discounted cash flow model and discounting future expected acquisition related sub-bottling payments required under the CBA using the Company’s estimated weighted average cost of capital (“WACC”). These future expected acquisition related sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally forty years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the acquisition related sub-bottling payments that will be made in the future under the CBA, and current acquisition related sub-bottling payments. The principal considerations for our determination that performing procedures relating to the acquisition related contingent consideration liability is a critical audit matter are (i) the significant judgment by management when estimating the fair value of the acquisition related contingent consideration liability, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the WACC and current and future acquisition related sub-bottling payments under the CBA, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the acquisition related contingent consideration liability. These procedures also included, among others, testing management’s process for determining the fair value of the acquisition related contingent consideration liability; evaluating the appropriateness of the discounted cash flow model; testing the completeness and accuracy of the underlying data used in the model; and evaluating the reasonableness of the significant assumptions related to the WACC and current and future acquisition related sub-bottling payments under the CBA. Evaluating management’s assumptions related to the WACC and current and future acquisition related sub-bottling payments involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the distribution territories acquired from CCR, (ii) relevant industry forecasts and macroeconomic conditions, (iii) management’s historical forecasting accuracy, and (iv) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow model and evaluating the reasonableness of the WACC. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina February 20, 2025 We have served as the Company’s auditor since at least 1972. We have not been able to determine the specific year we began serving as auditor of the Company. 85 The financial statement schedule required by Regulation S-X is set forth in response to Item 15 below. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.