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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 212 added, 240 removed, 633 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Third Quarter First Nine Months

First Quarter

(in thousands, except per share data) 2025 2024

6 unchanged sentences

Mark-to-market on acquisition related contingent consideration 42,728 ( 5,541 )

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

Other expense, net 745 828

18 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Third Quarter First Nine Months

First Quarter

(in thousands) 2025 2024

Net income $ 103,611 $ 165,741

Other comprehensive income, net of tax:

Defined benefit plans reclassification including pension costs:

Actuarial gain (loss) — 1,183 — ( 303 )

Other comprehensive loss, net of tax:

Defined benefit plan reclassification including pension costs:

Actuarial loss ( 6 ) —

Prior service credits 3 3

Pension plan settlement — 56,028 — 86,069

Postretirement benefits reclassification including benefit costs:

Actuarial gain — 20

Unrealized gain on short-term investments 428 — 255 —

Other comprehensive income, net of tax 451 57,214 324 85,775

Unrealized loss on short-term investments ( 11 ) ( 176 )

Other comprehensive loss, net of tax ( 14 ) ( 153 )

Comprehensive income $ 103,597 $ 165,588

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data) September 27, 2024 December 31, 2023

(in thousands, except share data) March 28, 2025 December 31, 2024

Current Assets:

24 unchanged sentences

Accrued compensation 84,357 168,692

Dividends payable 21,902 154,666

Current portion of debt 349,781 349,699

Total current liabilities 1,290,191 1,313,169

9 unchanged sentences

30,000,000 shares authorized;

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

10,832,748 shares issued

10,833 10,833

4 unchanged sentences

Retained earnings 1,477,000 1,395,183

Accumulated other comprehensive loss ( 3,952 ) ( 4,276 )

Accumulated other comprehensive income 1,871 1,885

Treasury stock, at cost:

Common Stock – 3,076,765 and 3,062,374 shares, respectively

Common Stock – 3,119,660 shares

( 127,467 ) ( 127,467 )

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

First Nine Months

First Quarter

(in thousands) 2025 2024

8 unchanged sentences

Amortization of debt costs 835 251

Pension plan settlement expense — 117,096

Change in current assets less current liabilities ( 19,676 ) ( 44,257 )

4 unchanged sentences

Cash Flows from Investing Activities:

Additions to property, plant and equipment $ ( 287,333 ) $ ( 152,260 )

Purchases of short-term investments $ ( 150,157 ) $ ( 183,806 )

Proceeds from the disposal of short-term investments 112,755 1,116

Additions to property, plant and equipment ( 97,866 ) ( 77,040 )

Investment in equity method investees ( 4,584 ) ( 3,632 )

2 unchanged sentences

Cash Flows from Financing Activities:

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

Payments related to share repurchases ( 574,009 ) —

Cash dividends paid $ ( 21,794 ) $ ( 154,666 )

Payments of acquisition related contingent consideration ( 19,819 ) ( 9,700 )

Debt issuance fees ( 15,365 ) ( 244 )

Payments on financing lease obligations ( 650 ) ( 601 )

Net cash provided by (used in) financing activities $ 400,802 $ ( 65,117 )

Net increase in cash during period $ 600,737 $ 418,569

Debt issuance fees ( 232 ) ( 53 )

Net cash used in financing activities $ ( 42,495 ) $ ( 165,020 )

Net increase (decrease) in cash during period $ 15,981 $ ( 234,009 )

Cash at beginning of period 1,135,824 635,269

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Comprehensive

Loss Treasury

Income Treasury

Stock - Common

Stock Treasury Stock - Class B Common Stock Total

Balance on June 28, 2024 $ 11,431 $ 1,633 $ 135,953 $ 1,685,977 $ ( 4,403 ) $ ( 634,988 ) $ ( 409 ) $ 1,195,194

Net income — — — 115,624 — — — 115,624

Other comprehensive income, net of tax — — — — 451 — — 451

Dividends declared:

Common Stock ($ 3.00 per share)

— — — ( 23,267 ) — — — ( 23,267 )

Class B Common Stock ($ 3.00 per share)

— — — ( 3,015 ) — — — ( 3,015 )

Share repurchases (1)

( 598 ) — — ( 559,084 ) — 559,682 — —

Balance on September 27, 2024 $ 10,833 $ 1,633 $ 135,953 $ 1,216,235 $ ( 3,952 ) $ ( 75,306 ) $ ( 409 ) $ 1,284,987

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

Net income — — — 103,611 — — — 103,611

Other comprehensive income, net of tax — — — — 324 — — 324

Other comprehensive loss, net of tax — — — — ( 14 ) — — ( 14 )

Dividends declared:

3 unchanged sentences

— — — ( 2,512 ) — — — ( 2,512 )

Share repurchases (1)

( 598 ) — — ( 559,084 ) — ( 14,461 ) — ( 574,143 )

Balance on September 27, 2024 $ 10,833 $ 1,633 $ 135,953 $ 1,216,235 $ ( 3,952 ) $ ( 75,306 ) $ ( 409 ) $ 1,284,987

(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 of which are further discussed in Note 2 below.

Balance on March 28, 2025 $ 10,833 $ 1,633 $ 135,953 $ 1,477,000 $ 1,871 $ ( 127,467 ) $ ( 409 ) $ 1,499,414

(in thousands, except per share data) Common

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Stock Treasury Stock - Class B Common Stock Total

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

Net income — — — 92,093 — — — 92,093

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

Dividends declared:

Common Stock ($ 0.50 per share)

— — — ( 4,184 ) — — — ( 4,184 )

Class B Common Stock ($ 0.50 per share)

— — — ( 503 ) — — — ( 503 )

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

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

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

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

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

Dividends declared:

3 unchanged sentences

— — — — — — — —

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

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

See accompanying notes to condensed consolidated financial statements.

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The condensed consolidated financial statements presented are:

• The financial position as of September 27, 2024 and December 31, 2023.

• The results of operations, comprehensive income and changes in stockholders’ equity for the three-month periods ended September 27, 2024 (the “third quarter” of fiscal 2024 (“2024”)) and September 29, 2023 (the “third quarter” of fiscal 2023 (“2023”)) and the nine-month periods ended September 27, 2024 (the “first nine months” of 2024) and September 29, 2023 (the “first nine months” of 2023).

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

• The financial position as of March 28, 2025 and December 31, 2024.

• The results of operations, comprehensive income and changes in stockholders’ equity for the three-month periods ended March 28, 2025 (the “first quarter” of fiscal 2025 (“2025”)) and March 29, 2024 (the “first quarter” of fiscal 2024 (“2024”)).

• The changes in cash flows for the first quarter of 2025 and the first quarter of 2024.

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

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

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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

1 unchanged sentence

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

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

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

The new guidance was effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

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

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

Recently Issued Accounting Pronouncements

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

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

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

The amendment is effective for fiscal years beginning after December 15, 2024.

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

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

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

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

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

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

Related Party Transactions

Frank Harrison, III

As of September 27, 2024, J.

As of March 28, 2025, J.

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 1,004,394 shares of the Company’s Class B Common Stock, par value $ 1.00 per share (“Class B Common Stock”), which represented approximately 72 % of the total voting power of the Company’s outstanding Common Stock, par value $ 1.00 per share (“Common Stock”), and Class B Common Stock on a consolidated basis.

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The Company’s business consists primarily of the distribution, marketing and manufacture of nonalcoholic beverages of The Coca‑Cola Company, which is the sole owner of the formulas under which the primary components of the Company’s soft drink products, either concentrate or syrup, are manufactured.

As of September 27, 2024, The Coca‑Cola Company owned shares of the Company’s Common Stock representing approximately 7 % of the total voting power of the Company’s outstanding Common Stock and Class B Common Stock on a consolidated basis.

The number of shares of the Company’s Common Stock currently held by The Coca‑Cola Company gives it the right to have a designee proposed by the Company for nomination to the Company’s Board of Directors in the Company’s annual proxy statement.

As of March 28, 2025, The Coca‑Cola Company owned shares of Common Stock representing approximately 7 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

The number of shares of Common Stock currently held by The Coca‑Cola Company gives it the right to have a designee proposed by the Company for nomination to the Company’s Board of Directors in the Company’s annual proxy statement.

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

Frank Harrison, Jr.

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

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

On May 6, 2024, the Company announced its intention to purchase up to $ 3.10 billion in value of its Common Stock through both a modified “Dutch auction” tender offer (the “Tender Offer”) for up to $ 2.00 billion of its 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 its 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.

On June 21, 2024, the Company announced the final results of the Tender Offer, which expired on June 18, 2024.

In accordance with the terms and conditions of the Tender Offer, the Company repurchased 14,391.5 shares of its 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 the Company’s Common Stock that were issued and outstanding as of June 18, 2024.

Pursuant to the Purchase Agreement entered into on May 6, 2024 with CCCBI, the Company agreed to purchase and CCCBI agreed to sell, at the purchase price in the Tender Offer, a number of shares of the Company’s Common Stock (the “Share Repurchase”) such that CCCBI would beneficially own shares of the Company’s Common Stock representing 21.5 % of the Company’s 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).

The Share Repurchase was conditioned on, among other things, the completion of the Tender Offer and, in the case of CCCBI’s obligation to close, the purchase price being no less than $ 925 per share.

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

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.

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2025 2024

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Payments made by The Coca-Cola Company to the Company 80,045 55,398

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

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

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

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

Coca‑Cola Refreshments USA, Inc.

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

Coca‑Cola Refreshments USA, LLC (“CCR”)

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

The CBA requires the Company to make quarterly acquisition related sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in certain distribution territories the Company acquired from CCR.

These acquisition related sub-bottling payments are based on gross profit derived from the Company’s sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, a beverage product or certain cross-licensed brands applicable to the System Transformation.

Acquisition related sub-bottling payments to CCR were $ 44.2 million in the first nine months of 2024 and $ 21.0 million in the first nine months of 2023.

Acquisition related sub-bottling payments to CCR were $ 19.8 million in the first quarter of 2025 and $ 9.7 million in the first quarter of 2024.

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

(in thousands) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

Current portion of acquisition related contingent consideration $ 72,520 $ 63,982

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The Company accounts for Southeastern as an equity method investment.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.4 million as of September 27, 2024 and $ 20.9 million as of December 31, 2023.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.5 million as of March 28, 2025 and $ 20.9 million as of December 31, 2024.

South Atlantic Canners, Inc.

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All of SAC’s shareholders are Coca‑Cola bottlers and each has equal voting rights.

The Company accounts for SAC as an equity method

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance sheets, was $ 23.1 million as of September 27, 2024 and $ 17.2 million as of December 31, 2023.

The Company accounts for SAC as an equity method investment.

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance sheets, was $ 27.6 million as of March 28, 2025 and $ 25.3 million as of December 31, 2024.

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 condensed consolidated statements of operations, were $ 6.9 million in both the first nine months of 2024 and the first nine months of 2023.

Proceeds from management fees received from SAC, which were recorded as a reduction to cost of sales in the condensed consolidated statements of operations, were $ 2.3 million in both the first quarter of 2025 and the first quarter of 2024.

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

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CCBSS negotiates the procurement for the majority of the Company’s raw materials, excluding concentrate, and the Company receives a rebate from CCBSS for the purchase of these raw materials.

The Company had rebates due from CCBSS of $ 19.8 million as of September 27, 2024 and $ 14.3 million as of December 31, 2023, which were classified as accounts receivable, other in the condensed consolidated balance sheets.

The Company had rebates due from CCBSS of $ 16.2 million on March 28, 2025 and $ 14.5 million on December 31, 2024, which were classified as accounts receivable, other in

the condensed consolidated balance sheets.

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

2 unchanged sentences

The Company accounts for CONA as an equity method investment.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 23.8 million as of September 27, 2024 and $ 22.1 million as of December 31, 2023.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 29.1 million as of March 28, 2025 and $ 27.5 million as of December 31, 2024.

Pursuant to an amended and restated master services agreement with CONA, the Company is authorized to use the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca‑Cola bottlers.

In exchange for the Company’s rights to use the CONA System and receive CONA-related services, it is charged service fees by CONA.

The Company incurred service fees to CONA of $ 20.2 million in the first nine months of 2024 and $ 20.6 million in the first nine months of 2023.

The Company incurred service fees to CONA of $ 6.0 million in the first quarter of 2025 and $ 5.7 million in the first quarter of 2024.

Related Party Leases

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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 $ 20.1 million on September 27, 2024 and $ 22.5 million on December 31, 2023.

Rental payments for this lease were $ 1.0 million in both the third quarter of 2024 and the third quarter of 2023 and $ 3.0 million and $ 2.9 million in the first nine months of 2024 and the first nine months of 2023, respectively.

The principal balance outstanding under this lease was $ 18.5 million on March 28, 2025 and $ 19.3 million on December 31, 2024.

Rental payments for this lease were $ 1.0 million in both the first quarter of 2025 and the first quarter of 2024.

Long-Term Performance Equity Plan

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Harrison under the Long-Term Performance Equity Plan are earned based on the Company’s attainment during a performance period of certain performance measures, each as specified by the Compensation Committee of the Company’s Board of Directors.

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

Compensation expense for the Long-Term Performance Equity Plan, which was included in selling, delivery and administrative expenses in the condensed consolidated statements of operations, was $ 2.3 million in both the third quarter of 2024 and the third quarter of 2023 and $ 8.1 million and $ 8.0 million in the first nine months of 2024 and the first nine months of 2023, respectively.

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 selling, delivery and administrative (“SD&A”) expenses in the condensed consolidated statements of operations, was $ 2.1 million in the first quarter of 2025 and $ 2.0 million in the first quarter of 2024.

Revenue Recognition

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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 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.

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Bottle/can sales, sales to other Coca‑Cola bottlers and post-mix sales are recognized when control transfers to a customer, which is generally upon delivery and is considered a single point in time (“point in time”).

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

Point in time sales accounted for approximately 98 % of the Company’s net sales in both the first quarter of 2025 and the first quarter of 2024.

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”).

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2025 2024

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Returned product is recognized as a reduction to net sales.

The Company’s reserve for customer returns was $ 5.2 million as of September 27, 2024 and $ 4.5 million as of December 31, 2023.

The Company’s reserve for customer returns was $ 5.3 million as of March 28, 2025 and $ 5.2 million as of December 31, 2024.

The Company estimates an allowance for credit losses, based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to balances previously written off, in order to present the net amount expected to be collected.

Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses.

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

First Nine Months

Following is a summary of activity for the allowance for credit losses during the first quarter of 2025 and the first quarter of 2024:

First Quarter

(in thousands) 2025 2024

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Segment asset information is not provided to the CODM.

The Company believes three operating segments exist.

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

Nonalcoholic Beverages represents the vast majority of the Company’s consolidated net sales and income from operations.

The additional two operating segments do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.”

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

and the Red Classic subsidiaries, do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.” The accounting policies of the Nonalcoholic Beverages segment are the same as those described in the summary of significant accounting policies presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for 2024.

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:

Third Quarter First Nine Months

(in thousands) 2024 2023 2024 2023

Nonalcoholic Beverages $ 1,751,495 $ 1,691,060 $ 5,106,359 $ 4,951,334

All Other 86,230 93,636 260,930 281,186

Eliminations (1)

First Quarter 2025

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

Net sales $ 1,569,000 $ 75,988 $ ( 65,011 ) $ 1,579,977

Cost of goods sold 954,935 45,293 ( 47,355 ) 952,873

Gross profit 614,065 30,695 ( 17,656 ) 627,104

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 265,933 $ 12,772 $ — $ 278,705

Consolidated net sales $ 1,765,652 $ 1,712,428 $ 5,153,221 $ 5,022,902

Fleet costs (3)

23,827 7,683 — 31,510

Depreciation and amortization expense (4)

28,254 538 — 28,792

All other segment items (5)

108,808 7,125 ( 17,656 ) 98,277

Total selling, delivery and administrative expenses 426,822 28,118 ( 17,656 ) 437,284

Income from operations $ 187,243 $ 2,577 $ — $ 189,820

Nonalcoholic Beverages $ 224,072 $ 217,405 $ 691,239 $ 661,395

All Other 2,983 ( 1,145 ) 10,362 ( 5,411 )

Consolidated income from operations $ 227,055 $ 216,260 $ 701,601 $ 655,984

Depreciation and amortization:

Nonalcoholic Beverages $ 44,511 $ 41,003 $ 131,332 $ 122,262

All Other 4,259 3,108 11,847 9,034

Consolidated depreciation and amortization $ 48,770 $ 44,111 $ 143,179 $ 131,296

Total depreciation and amortization expense (4)

$ 48,048 $ 5,325 $ — $ 53,373

First Quarter 2024

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

Net sales $ 1,574,712 $ 88,102 $ ( 71,188 ) $ 1,591,626

Cost of goods sold 946,456 56,761 ( 52,150 ) 951,067

Gross profit 628,256 31,341 ( 19,038 ) 640,559

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 262,697 $ 13,276 $ — $ 275,973

Fleet costs (3)

26,078 8,115 — 34,193

Depreciation and amortization expense (4)

25,057 493 — 25,550

All other segment items (5)

102,282 6,193 ( 19,038 ) 89,437

Total selling, delivery and administrative expenses 416,114 28,077 ( 19,038 ) 425,153

Income from operations $ 212,142 $ 3,264 $ — $ 215,406

Total depreciation and amortization expense (4)

$ 43,098 $ 3,653 $ — $ 46,751

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

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

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

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

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

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

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

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

Net Income Per Share

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

Third Quarter First Nine Months

First Quarter

(in thousands, except per share data) 2025 2024

11 unchanged sentences

Total undistributed earnings – diluted $ 81,817 $ 11,075

Third Quarter First Nine Months

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

Numerator for basic net income per Common Stock share:

21 unchanged sentences

Class B Common Stock weighted average shares outstanding – diluted 1,013 1,018

First Quarter

(in thousands, except per share data) 2025 2024

Basic net income per share:

11 unchanged sentences

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

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

(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 its Common Stock in the Tender Offer, which expired on June 18, 2024, and repurchased 598,619 shares of its 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 new share repurchase program under which the Company is authorized to repurchase up to $ 1.00 billion of the Company’s Common Stock.

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

As of September 27, 2024, the Company had not repurchased any shares of Common Stock under the new share repurchase program.

(6) 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 the Company’s Common Stock.

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

There were no shares of Common Stock repurchased under the share repurchase program during the first quarter of 2025.

As of March 28, 2025, the total remaining share repurchase authorization was $ 948.4 million.

(7) On March 4, 2025, the Company announced that its Board of Directors had approved a 10 -for-1 forward stock split of Common Stock and Class B Common Stock to be effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”).

The Amendment would also effect a proportionate increase in the number of authorized shares of Common Stock and Class B Common Stock.

The Amendment is subject to stockholder approval at the Company’s 2025 Annual Meeting of Stockholders, which is scheduled to take place on May 13, 2025.

Subject to stockholder approval of the Amendment, each stockholder of record as of the close of business on May 16, 2025 will have nine additional shares for each share of Common Stock or Class B Common Stock held as of such date reflected in the stockholder’s account on or about May 23, 2025.

Trading is expected to begin on a split-adjusted basis on or about May 27, 2025.

The Company calculated the basic and diluted net income per share on an unaudited pro forma basis giving effect to the stock split as if it had been effective for all periods presented.

For the first quarter of 2025, both the basic net income per share and the diluted net income per share for both Common Stock and Class B Common Stock were $ 1.19 per share on a pro forma basis (as described above).

For the first quarter of 2024, the basic net income per share for both Common Stock and Class B Common Stock were $ 1.77 per share and the diluted net income per share for Common Stock and Class B Common Stock were $ 1.77 per share and $ 1.75 per share, respectively, on a pro forma basis (as described above).

Short-Term Investments

1 unchanged sentence

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

As of September 27, 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.

As of March 28, 2025 and December 31, 2024, all of the Company’s short-term investments were classified as available-for-sale.

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

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

As of September 27, 2024, the Company’s available-for-sale investments consisted of the following cost, unrealized positions and estimated fair value, disaggregated by class of instrument:

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

As of March 28, 2025, 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

5 unchanged sentences

Total short-term investments $ 340,031 $ 103 $ ( 84 ) $ 340,050

As of September 27, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the condensed consolidated balance sheet and had weighted average maturities of less than one year.

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

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 55.6 million and $ 72.2 million during the third quarter of 2024 and the first nine months of 2024, respectively.

There were no gross realized gains or losses in the third quarter of 2024 or the first nine months of 2024.

There was no realized activity during the third quarter of 2023 or the first nine months of 2023, as the Company did not have any short-term investments during those periods.

As of December 31, 2024, the Company’s available-for-sale investments consisted of the following cost, unrealized positions and estimated fair value, disaggregated by class of instrument:

Gross Unrealized

(in thousands) Cost Gains Losses Estimated Fair Value

Treasury securities $ 178,016 $ 67 $ ( 44 ) $ 178,039

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

Commercial paper instruments 17,657 6 — 17,663

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

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

As of March 28, 2025 and December 31, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the condensed consolidated balance sheets and had weighted average maturities of less than one year.

The Company did not identify any other-than-temporary impairment on its available-for-sale investments during the first quarter of 2025 or the first quarter of 2024.

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 112.8 million during the first quarter of 2025 and $ 1.1 million during the first quarter of 2024.

There were no gross realized gains or losses on the Company’s available-for-sale investments during the first quarter of 2025 or the first quarter of 2024.

Inventories consisted of the following:

(in thousands) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

Finished products $ 222,720 $ 203,373

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Prepaid expenses and other current assets consisted of the following:

(in thousands) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

Repair parts $ 35,570 $ 34,465

Prepaid software 9,078 9,427

Prepaid taxes 11,722 12,119

Prepaid software 11,555 8,616

Prepaid marketing 6,069 5,142

4 unchanged sentences

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

(in thousands) September 27, 2024 December 31, 2023 Estimated Useful Life

(in thousands) March 28, 2025 December 31, 2024 Estimated Useful Lives

Land $ 133,070 $ 132,543

11 unchanged sentences

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

September 27, 2024 December 31, 2023

March 28, 2025 December 31, 2024

Weighted average remaining lease term:

5 unchanged sentences

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2025 2024

5 unchanged sentences

The future minimum lease payments related to the Company’s leases include renewal options the Company has determined to be reasonably certain and exclude payments to landlords for real estate taxes and common area maintenance.

Following is a

summary of future minimum lease payments for all noncancelable operating leases and financing leases as of September 27, 2024:

Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of March 28, 2025:

(in thousands) Operating Leases Financing Leases

24 unchanged sentences

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

First Nine Months

First Quarter

(in thousands) 2025 2024

8 unchanged sentences

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) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

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

3 unchanged sentences

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) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

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

2 unchanged sentences

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 Company has an agreement with a third-party financial institution to facilitate a supply chain finance program (the “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.

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

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 59.8 million as of September 27, 2024 and $ 55.1 million as of December 31, 2023.

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 58.6 million as of March 28, 2025 and $ 52.2 million as of December 31, 2024.

Other Accrued Liabilities

Other accrued liabilities consisted of the following:

(in thousands) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

Current portion of acquisition related contingent consideration $ 72,520 $ 63,982

18 unchanged sentences

The following table summarizes pre-tax changes in the fair values of the Company’s commodity derivative instruments and the classification of such changes in the condensed consolidated statements of operations:

Third Quarter First Nine Months

First Quarter

(in thousands) 2025 2024

1 unchanged sentence

Selling, delivery and administrative expenses 165 ( 43 )

Total gain (loss) $ 795 $ 678 $ 925 $ ( 3,728 )

Total loss $ ( 634 ) $ ( 1,199 )

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

2 unchanged sentences

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

(in thousands) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

Prepaid expenses and other current assets $ 1,838 $ 2,472

Other assets 585 —

Total assets $ 1,838 $ 2,472

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

(in thousands) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

Gross commodity derivative instrument assets $ 1,838 $ 2,472

1 unchanged sentence

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

(in thousands) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

Notional amount of outstanding commodity derivative instruments $ 47,214 $ 50,928

13 unchanged sentences

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

Commodity derivative instruments Level 2 The fair values of the Company’s commodity derivative instruments are based on current settlement values at each balance sheet date, which represent the estimated amounts the Company would have received or paid upon termination of these instruments.

The Company’s credit risk related to the commodity derivative instruments is managed by requiring high standards for its counterparties and periodic settlements.

The Company considers nonperformance risk in determining the fair values of commodity derivative instruments.

Long-term debt Level 2 The carrying amounts of the Company’s variable rate debt approximate the fair values due to variable interest rates with short reset periods.

Debt Level 2 The carrying amounts of the Company’s variable rate debt approximate the fair values due to variable interest rates with short reset periods.

The fair values of the Company’s fixed rate debt are based on estimated current market prices.

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

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

September 27, 2024

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

March 28, 2025

(in thousands) Carrying

6 unchanged sentences

Deferred compensation plan liabilities 81,218 81,218 81,218 — —

Long-term debt 1,785,782 1,853,400 — 1,853,400 —

Debt 1,786,949 1,828,900 — 1,828,900 —

Acquisition related contingent consideration 681,800 681,800 — — 681,800

5 unchanged sentences

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

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

Commodity derivative instruments 2,472 2,472 — 2,472 —

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

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

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

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

The acquisition related contingent consideration was valued using a probability weighted discounted cash flow model based on internal forecasts and the WACC derived from market data, which are considered Level 3 inputs.

Each reporting period, the

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

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

The future expected acquisition related sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally 40 years.

3 unchanged sentences

A summary of the Level 3 activity is as follows:

Third Quarter First Nine Months

First Quarter

(in thousands) 2025 2024

2 unchanged sentences

Reclassification to current payables 4,700 ( 4,500 )

Increase in fair value 68,592 18,864 90,877 86,038

Increase (decrease) in fair value 42,728 ( 5,541 )

Ending balance - Level 3 liability $ 681,800 $ 649,596

As of September 27, 2024 and September 29, 2023, a WACC of 8.6 % and 9.2 %, 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 during the first nine months of 2024 was primarily driven by higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments.

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

As of March 28, 2025 and March 29, 2024, a WACC of 9.0 % and 8.9 %, 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 during the first quarter of 2025 was primarily driven by a decrease in the WACC used to calculate the fair value of the liability, as compared to December 31, 2024.

This fair value adjustment was recorded in mark-to-market on acquisition related contingent consideration in the condensed consolidated statement of operations for the first quarter of 2025.

For the next five future years, the Company anticipates that the amount it could pay annually under the acquisition related contingent consideration arrangements for the distribution territories subject to acquisition related sub-bottling payments will be in the range of approximately $ 50 million to $ 80 million.

The Company’s effective income tax rate was 25.6 % for the first nine months of 2024 and 25.3 % for the first nine months of 2023.

The Company’s income tax expense was $ 156.4 million for the first nine months of 2024 and $ 112.4 million for the first nine months of 2023.

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

The Company had uncertain tax positions, including accrued interest, of $ 0.5 million on September 27, 2024 and $ 0.4 million on December 31, 2023, all of which would affect the Company’s effective income tax rate if recognized.

The Company’s effective income tax rate was 25.7 % for the first quarter of 2025 and 25.6 % for the first quarter of 2024.

The Company’s income tax expense was $ 35.9 million for the first quarter of 2025 and $ 57.1 million for the first quarter of 2024.

The decrease in income tax expense was primarily attributable to lower income before taxes during the first quarter of 2025 compared to the first quarter of 2024.

The Company had uncertain tax positions, including accrued interest, of $ 0.4 million on both March 28, 2025 and December 31, 2024, all of which would affect the Company’s effective income tax rate if recognized.

While it is expected the amount of uncertain tax positions may change in the next 12 months, the Company does not expect such change would have a material impact on the condensed consolidated financial statements.

1 unchanged sentence

Pension and Postretirement Benefit Obligations

Pension 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.

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

The second Company-sponsored pension plan (the “Bargaining Plan”) is for certain employees under collective bargaining agreements.

The Company sponsors a pension plan, the Bargaining Plan (the “Bargaining 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.

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

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

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

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

The components of total pension expense were as follows:

Third Quarter First Nine Months

The components of net periodic pension cost were as follows:

First Quarter

(in thousands) 2025 2024

2 unchanged sentences

Expected return on plan assets ( 820 ) ( 763 )

Recognized net actuarial loss — — — 1,946

Amortization of prior service cost 4 4 12 12

Recognized net actuarial gain ( 9 ) —

Amortization of prior service costs 4 4

Net periodic pension cost $ 801 $ 921

Settlement expense — 77,319 — 117,096

Total pension expense $ 922 $ 78,330 $ 2,764 $ 123,448

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 contributed $ 2.0 million to the Bargaining Plan during the first nine months of 2024 to fund the ongoing projected benefit obligation of the Bargaining Plan.

The Company does not anticipate making additional contributions to the Bargaining Plan during the fourth quarter of 2024.

The Company did not make any contributions to the Bargaining Plan during the first quarter of 2025.

The Company expects to make cash contributions to the Bargaining Plan of up to $ 5 million during 2025.

Postretirement Benefits

3 unchanged sentences

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2025 2024

5 unchanged sentences

Other liabilities consisted of the following:

(in thousands) September 27, 2024 December 31, 2023

(in thousands) March 28, 2025 December 31, 2024

Noncurrent portion of acquisition related contingent consideration $ 609,280 $ 590,209

3 unchanged sentences

Total other liabilities $ 860,595 $ 859,559

Long-Term Debt

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

Following is a summary of the Company’s debt:

(in thousands) Maturity

1 unchanged sentence

Rate Interest

Nonpublic September 27,

Nonpublic March 28,

2025 December 31,

12 unchanged sentences

Debt issuance costs ( 11,639 ) ( 12,170 )

Total debt 1,786,949 1,786,348

Current portion of debt (1)

349,781 349,699

Total long-term debt $ 1,437,168 $ 1,436,649

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

As of March 28, 2025 and December 31, 2024, the 2025 Senior Bonds, net of debt issuance costs and unamortized discount, were classified as current portion of debt in the condensed consolidated balance sheets.

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

4 unchanged sentences

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 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 will pay interest on the 2029 Senior Bonds and the 2034 Senior Bonds semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2024.

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

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

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

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, at the Company’s option, either (i) the Base Rate (as defined in the Revolving Credit Facility Agreement) plus an applicable rate or (ii) Term SOFR (as defined in the Revolving Credit Facility Agreement) plus the SOFR Adjustment (as defined in the Revolving Credit Facility Agreement) and an applicable rate, depending on the rating for the Company’s long-term senior unsecured, non-credit-enhanced debt (“Debt Rating”).

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

The Company currently believes all banks participating in the Revolving Credit Facility have the ability to and will meet any funding requests from the Company.

The indentures under which the 2025 Senior Bonds, the 2029 Senior Bonds and the 2034 Senior Bonds were issued do not include financial covenants, but do limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts.

The agreements under which the Company’s nonpublic debt, including the Revolving Credit Facility, was issued include two financial covenants:

a consolidated cash flow/fixed charges ratio and a consolidated

funded indebtedness/cash flow ratio, each as defined in the respective agreement.

The Company was in compliance with these covenants as of September 27, 2024.

The agreements under which the Company’s nonpublic debt, including its 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 March 28, 2025.

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

All outstanding long-term debt has been issued by the Company and none has been issued by any of its subsidiaries.

There are no guarantees of the Company’s long-term debt.

All outstanding debt has been issued by the Company and none has been issued by any of its subsidiaries.

There are no guarantees of the Company’s debt.

Commitments and Contingencies

2 unchanged sentences

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 19.0 million cases and 19.3 million cases of finished product from SAC in the first nine months of 2024 and the first nine months of 2023, respectively.

The Company purchased 6.3 million cases and 6.1 million cases of finished product from SAC in the first quarter of 2025 and the first quarter of 2024, respectively.

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2025 2024

3 unchanged sentences

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 September 27, 2024 and December 31, 2023, the amount of the Company’s guarantee of SAC’s debt was $ 0 and $ 9.5 million, respectively.

As of March 28, 2025 and 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.

In the event SAC fails to fulfill its commitments under the related debt, the Company would be responsible for payment to the lenders up to the level of the guarantee.

3 unchanged sentences

The Company monitors its investment in SAC and would be required to write down its investment if an impairment, other than a temporary impairment, was identified.

No impairment of the Company’s investment in SAC was identified as of September 27, 2024, and there was no impairment identified in 2023.

No impairment of the Company’s investment in SAC was identified as of March 28, 2025, and there was no impairment identified in 2024.

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 September 27, 2024 and $ 37.6 million on December 31, 2023.

These letters of credit totaled $ 39.0 million on both March 28, 2025 and December 31, 2024.

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

As of September 27, 2024, the future payments related to these contractual arrangements, which expire at various dates through 2034, amounted to $ 139.6 million.

As of March 28, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2034, amounted to $ 128.5 million.

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

6 unchanged sentences

Accumulated Other Comprehensive Income (Loss)

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

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

(in thousands) June 28, 2024 Pre-tax Activity Tax Effect September 27, 2024

Net pension activity:

Actuarial gain $ 533 $ — $ — $ 533

Prior service costs ( 91 ) 4 ( 1 ) ( 88 )

Net postretirement benefits activity:

Actuarial gain 761 26 ( 6 ) 781

Prior service costs ( 624 ) — — ( 624 )

Unrealized (loss) gain on short-term investments ( 173 ) 566 ( 138 ) 255

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

Total AOCI(L) $ ( 4,403 ) $ 596 $ ( 145 ) $ ( 3,952 )

As of September 27, 2024, there were no gross actuarial losses or prior service costs included in accumulated other comprehensive loss 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.

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

Net pension activity:

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

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

Pension plan settlement 30,041 77,319 ( 36,202 ) 71,158

Net postretirement benefits activity:

Actuarial gain 6,752 — — 6,752

Prior service costs ( 624 ) — — ( 624 )

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

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

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

(in thousands) December 31, 2023 Pre-tax Activity Tax Effect September 27, 2024

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

Following is a summary of AOCI(L) for the first quarter of 2025 and the first quarter of 2024:

(in thousands) December 31, 2024 Pre-tax Activity Tax Effect March 28, 2025

Net pension activity:

7 unchanged sentences

Total AOCI(L) $ 1,885 $ ( 19 ) $ 5 $ 1,871

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

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

Net pension activity:

Actuarial loss $ ( 71,140 ) $ ( 401 ) $ 98 $ ( 71,443 )

Actuarial gain $ 533 $ — $ — $ 533

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

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

Net postretirement benefits activity:

1 unchanged sentence

Prior service costs ( 624 ) — — ( 624 )

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

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

2 unchanged sentences

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

First Nine Months

First Quarter

(in thousands) 2025 2024

12 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements