UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 28,~~September 27, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 0-9286

COCA-COLA CONSOLIDATED, INC.

(Exact name of registrant as specified in its charter)


Delaware			56-0950585
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

4100 ~~Coca-Cola~~Coca‑Cola Plaza
Charlotte, NC			28211
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (704) 557-4400

Securities registered pursuant to Section 12(b) of the Act:


Title of each class Common Stock, $1.00 Par Value			Trading Symbol(s) COKE			Name of each exchange on which registered The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July 26,~~October 25, 2020, there were 7,141,447 shares of the registrant’s Common Stock, $1.00 par value, and 2,232,242 shares of the registrant’s Class B Common Stock, $1.00 par value, outstanding.

~~COCA-COLA~~COCA‑COLA CONSOLIDATED, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 28,~~SEPTEMBER 27, 2020

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

~~COCA-COLA~~COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands, except per share data)	(in thousands, except per share data)	2020		2019		2020		2019		(in thousands, except per share data)	2020		2019		2020		2019
Net sales	Net sales	$	1,227,215	$	1,273,659	$	2,400,236	$	2,376,571	Net sales	$	1,328,484	$	1,271,029	$	3,728,720	$	3,647,600
Cost of sales	Cost of sales	797,914		837,880		1,565,640		1,551,484		Cost of sales	856,046		838,805		2,421,686		2,390,289
Gross profit	Gross profit	429,301		435,779		834,596		825,087		Gross profit	472,438		432,224		1,307,034		1,257,311
Selling, delivery and administrative expenses	Selling, delivery and administrative expenses	346,183		368,565		718,657		737,719		Selling, delivery and administrative expenses	368,594		378,378		1,087,251		1,116,097
Income from operations	Income from operations	83,118		67,214		115,939		87,368		Income from operations	103,844		53,846		219,783		141,214
Interest expense, net	Interest expense, net	9,184		11,995		18,745		24,881		Interest expense, net	9,033		10,965		27,778		35,846
Other expense, net	Other expense, net	16,134		31,181		18,432		47,032		Other expense, net	21,394		20,711		39,826		67,743
Income before income taxes	Income before income taxes	57,800		24,038		78,762		15,455		Income before income taxes	73,417		22,170		152,179		37,625
Income tax expense	Income tax expense	15,187		7,182		20,548		4,177		Income tax expense	18,363		6,624		38,911		10,801
Net income	Net income	42,613		16,856		58,214		11,278		Net income	55,054		15,546		113,268		26,824
Less: Net income attributable to noncontrolling interest	Less: Net income attributable to noncontrolling interest	3,044		1,486		3,983		2,739		Less: Net income attributable to noncontrolling interest	3,170		2,540		7,153		5,279
Net income attributable to Coca-Cola Consolidated, Inc.		$	39,569	$	15,370	$	54,231	$	8,539
Net income attributable to Coca‑Cola Consolidated, Inc.										Net income attributable to Coca‑Cola Consolidated, Inc.	$	51,884	$	13,006	$	106,115	$	21,545

Basic net income per share based on net income attributable to Coca-Cola Consolidated, Inc.:
Basic net income per share based on net income attributable to Coca‑Cola Consolidated, Inc.:										Basic net income per share based on net income attributable to Coca‑Cola Consolidated, Inc.:
Common Stock	Common Stock	$	4.23	$	1.64	$	5.79	$	0.91	Common Stock	$	5.53	$	1.39	$	11.32	$	2.30
Weighted average number of Common Stock shares outstanding	Weighted average number of Common Stock shares outstanding	7,141		7,141		7,141		7,141		Weighted average number of Common Stock shares outstanding	7,141		7,141		7,141		7,141

Class B Common Stock	Class B Common Stock	$	4.23	$	1.64	$	5.79	$	0.91	Class B Common Stock	$	5.53	$	1.39	$	11.32	$	2.30
Weighted average number of Class B Common Stock shares outstanding	Weighted average number of Class B Common Stock shares outstanding	2,232		2,232		2,232		2,225		Weighted average number of Class B Common Stock shares outstanding	2,232		2,232		2,232		2,228

Diluted net income per share based on net income attributable to Coca-Cola Consolidated, Inc.:
Diluted net income per share based on net income attributable to Coca‑Cola Consolidated, Inc.:										Diluted net income per share based on net income attributable to Coca‑Cola Consolidated, Inc.:
Common Stock	Common Stock	$	4.19	$	1.64	$	5.74	$	0.91	Common Stock	$	5.51	$	1.38	$	11.25	$	2.29
Weighted average number of Common Stock shares outstanding – assuming dilution	Weighted average number of Common Stock shares outstanding – assuming dilution	9,440		9,421		9,440		9,415		Weighted average number of Common Stock shares outstanding – assuming dilution	9,430		9,413		9,430		9,409

Class B Common Stock	Class B Common Stock	$	4.18	$	1.63	$	5.73	$	0.90	Class B Common Stock	$	5.51	$	1.38	$	11.24	$	2.28
Weighted average number of Class B Common Stock shares outstanding – assuming dilution	Weighted average number of Class B Common Stock shares outstanding – assuming dilution	2,299		2,280		2,299		2,274		Weighted average number of Class B Common Stock shares outstanding – assuming dilution	2,289		2,272		2,289		2,268

Cash dividends per share:	Cash dividends per share:									Cash dividends per share:
Common Stock	Common Stock	$	0.25	$	0.25	$	0.50	$	0.50	Common Stock	$	0.25	$	0.25	$	0.75	$	0.75
Class B Common Stock	Class B Common Stock	$	0.25	$	0.25	$	0.50	$	0.50	Class B Common Stock	$	0.25	$	0.25	$	0.75	$	0.75

See accompanying notes to condensed consolidated financial statements.

~~COCA-COLA~~COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Net income	Net income	$	42,613	$	16,856	$	58,214	$	11,278	Net income	$	55,054	$	15,546	$	113,268	$	26,824

Other comprehensive income, net of tax:	Other comprehensive income, net of tax:									Other comprehensive income, net of tax:
Defined benefit plans reclassification including pension costs:	Defined benefit plans reclassification including pension costs:									Defined benefit plans reclassification including pension costs:
Actuarial gains	Actuarial gains	897		679		1,793		1,358		Actuarial gains	896		679		2,689		2,037
Prior service benefits	Prior service benefits	3		5		7		9		Prior service benefits	4		4		11		13
Postretirement benefits reclassification included in benefits costs:	Postretirement benefits reclassification included in benefits costs:									Postretirement benefits reclassification included in benefits costs:
Actuarial gains	Actuarial gains	66		147		132		295		Actuarial gains	66		148		198		443
Prior service costs	Prior service costs	—		(243)		—		(487)		Prior service costs	0		(244)		0		(731)
Interest rate swap	Interest rate swap	2		—		(1,013)		—		Interest rate swap	303		(374)		(710)		(374)
Foreign currency translation adjustment	Foreign currency translation adjustment	3		5		2		(4)		Foreign currency translation adjustment	11		(17)		13		(21)
Other comprehensive income, net of tax	Other comprehensive income, net of tax	971		593		921		1,171		Other comprehensive income, net of tax	1,280		196		2,201		1,367

Comprehensive income	Comprehensive income	43,584		17,449		59,135		12,449		Comprehensive income	56,334		15,742		115,469		28,191
Less: Comprehensive income attributable to noncontrolling interest	Less: Comprehensive income attributable to noncontrolling interest	3,044		1,486		3,983		2,739		Less: Comprehensive income attributable to noncontrolling interest	3,170		2,540		7,153		5,279
Comprehensive income attributable to Coca-Cola Consolidated, Inc.		$	40,540	$	15,963	$	55,152	$	9,710
Comprehensive income attributable to Coca‑Cola Consolidated, Inc.										Comprehensive income attributable to Coca‑Cola Consolidated, Inc.	$	53,164	$	13,202	$	108,316	$	22,912

See accompanying notes to condensed consolidated financial statements.

~~COCA-COLA~~COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except share data)	(in thousands, except share data)	June 28, 2020		December 29, 2019		(in thousands, except share data)	September 27, 2020		December 29, 2019
ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	77,550	$	9,614	Cash and cash equivalents	$	164,823	$	9,614
Accounts receivable, trade	Accounts receivable, trade	471,962		433,552		Accounts receivable, trade	453,402		433,552
Allowance for doubtful accounts	Allowance for doubtful accounts	(21,244)		(13,782)		Allowance for doubtful accounts	(25,050)		(13,782)
Accounts receivable from The Coca-Cola Company		48,092		62,411
Accounts receivable from The Coca‑Cola Company						Accounts receivable from The Coca‑Cola Company	54,516		62,411
Accounts receivable, other	Accounts receivable, other	40,453		43,094		Accounts receivable, other	44,569		43,094
Inventories	Inventories	211,128		225,926		Inventories	207,773		225,926
Prepaid expenses and other current assets	Prepaid expenses and other current assets	72,170		69,461		Prepaid expenses and other current assets	69,829		69,461
Assets held for sale						Assets held for sale	7,036		0
Total current assets	Total current assets	900,111		830,276		Total current assets	976,898		830,276
Property, plant and equipment, net	Property, plant and equipment, net	985,178		997,403		Property, plant and equipment, net	979,210		997,403
Right-of-use assets - operating leases	Right-of-use assets - operating leases	134,315		111,376		Right-of-use assets - operating leases	135,559		111,376
Leased property under financing leases, net	Leased property under financing leases, net	11,573		17,960		Leased property under financing leases, net	71,281		17,960
Other assets	Other assets	109,822		113,269		Other assets	111,775		113,269
Goodwill	Goodwill	165,903		165,903		Goodwill	165,903		165,903
Distribution agreements, net	Distribution agreements, net	863,954		876,096		Distribution agreements, net	859,003		876,096
Customer lists and other identifiable intangible assets, net	Customer lists and other identifiable intangible assets, net	13,724		14,643		Customer lists and other identifiable intangible assets, net	13,264		14,643
Total assets	Total assets	$	3,184,580	$	3,126,926	Total assets	$	3,312,893	$	3,126,926

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current Liabilities:	Current Liabilities:					Current Liabilities:
Current portion of obligations under operating leases	Current portion of obligations under operating leases	$	17,602	$	15,024	Current portion of obligations under operating leases	$	18,812	$	15,024
Current portion of obligations under financing leases	Current portion of obligations under financing leases	4,070		9,403		Current portion of obligations under financing leases	5,814		9,403
Accounts payable, trade	Accounts payable, trade	216,138		187,476		Accounts payable, trade	234,715		187,476
Accounts payable to The Coca-Cola Company		139,780		108,699
Accounts payable to The Coca‑Cola Company						Accounts payable to The Coca‑Cola Company	135,656		108,699
Other accrued liabilities	Other accrued liabilities	190,018		208,834		Other accrued liabilities	207,522		208,834
Accrued compensation	Accrued compensation	62,168		87,813		Accrued compensation	74,778		87,813
Accrued interest payable	Accrued interest payable	4,454		4,946		Accrued interest payable	6,693		4,946
Total current liabilities	Total current liabilities	634,230		622,195		Total current liabilities	683,990		622,195
Deferred income taxes	Deferred income taxes	147,101		125,130		Deferred income taxes	131,218		125,130
Pension and postretirement benefit obligations	Pension and postretirement benefit obligations	117,839		114,831		Pension and postretirement benefit obligations	103,431		114,831
Other liabilities	Other liabilities	674,669		668,566		Other liabilities	679,361		668,566
Noncurrent portion of obligations under operating leases	Noncurrent portion of obligations under operating leases	122,053		97,765		Noncurrent portion of obligations under operating leases	121,288		97,765
Noncurrent portion of obligations under financing leases	Noncurrent portion of obligations under financing leases	12,949		17,403		Noncurrent portion of obligations under financing leases	71,183		17,403
Long-term debt	Long-term debt	970,174		1,029,920		Long-term debt	962,867		1,029,920
Total liabilities	Total liabilities	2,679,015		2,675,810		Total liabilities	2,753,338		2,675,810
Commitments and Contingencies	Commitments and Contingencies					Commitments and Contingencies
Equity:	Equity:					Equity:
Common Stock, $1.00 par value: 30,000,000 shares authorized; 10,203,821 shares issued	Common Stock, $1.00 par value: 30,000,000 shares authorized; 10,203,821 shares issued	10,204		10,204		Common Stock, $1.00 par value: 30,000,000 shares authorized; 10,203,821 shares issued	10,204		10,204
Class B Common Stock, $1.00 par value: 10,000,000 shares authorized; 2,860,356 shares issued	Class B Common Stock, $1.00 par value: 10,000,000 shares authorized; 2,860,356 shares issued	2,860		2,860		Class B Common Stock, $1.00 par value: 10,000,000 shares authorized; 2,860,356 shares issued	2,860		2,860
Capital in excess of par value	Capital in excess of par value	128,983		128,983		Capital in excess of par value	128,983		128,983
Retained earnings	Retained earnings	430,706		381,161		Retained earnings	480,246		381,161
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(114,081)		(115,002)		Accumulated other comprehensive loss	(112,801)		(115,002)
Treasury stock, at cost: Common Stock – 3,062,374 shares	Treasury stock, at cost: Common Stock – 3,062,374 shares	(60,845)		(60,845)		Treasury stock, at cost: Common Stock – 3,062,374 shares	(60,845)		(60,845)
Treasury stock, at cost: Class B Common Stock – 628,114 shares	Treasury stock, at cost: Class B Common Stock – 628,114 shares	(409)		(409)		Treasury stock, at cost: Class B Common Stock – 628,114 shares	(409)		(409)
Total equity of Coca-Cola Consolidated, Inc.		397,418		346,952
Total equity of Coca‑Cola Consolidated, Inc.						Total equity of Coca‑Cola Consolidated, Inc.	448,238		346,952
Noncontrolling interest	Noncontrolling interest	108,147		104,164		Noncontrolling interest	111,317		104,164
Total equity	Total equity	505,565		451,116		Total equity	559,555		451,116
Total liabilities and equity	Total liabilities and equity	$	3,184,580	$	3,126,926	Total liabilities and equity	$	3,312,893	$	3,126,926

See accompanying notes to condensed consolidated financial statements.

~~COCA-COLA~~COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

First Half
(in thousands) 2020 2019
Cash Flows from Operating Activities:
Net income $ 58,214 $ 11,278
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense from property, plant and equipment and financing leases 74,878 79,316
Amortization of intangible assets and deferred proceeds, net 11,518 11,512
Fair value adjustment of acquisition related contingent consideration 15,260 43,268
Loss on sale of property, plant and equipment 1,416 4,324
Deferred income taxes 21,670 4,017
Impairment of property, plant and equipment 1,350 1,155
Stock compensation expense — 2,045
Amortization of debt costs 494 752
Change in current assets less current liabilities 20,935 (78,842)
Change in other noncurrent assets 13,420 5,228
Change in other noncurrent liabilities 9,848 4,071
Other — 462
Total adjustments 170,789 77,308
Net cash provided by operating activities $ 229,003 $ 88,586
Cash Flows from Investing Activities:
Additions to property, plant and equipment $ (72,886) $ (57,581)
Other distribution agreements — (4,654)
Investment in CONA Services LLC (1,582) (486)
Proceeds from the sale of property, plant and equipment 1,764 823
Net cash used in investing activities $ (72,704) $ (61,898)
Cash Flows from Financing Activities:
Payments on revolving credit facility $ (280,000) $ (186,339)
Borrowings under revolving credit facility 235,000 206,339
Payments on term loan facility and senior notes (15,000) (132,500)
Proceeds from issuance of senior notes — 100,000
Payments of acquisition related contingent consideration (20,531) (12,836)
Cash dividends paid (4,686) (4,682)
Payments on financing lease obligations (3,001) (4,261)
Debt issuance fees (145) (265)
Net cash used in financing activities $ (88,363) $ (34,544)
Net increase (decrease) in cash during period $ 67,936 $ (7,856)
Cash at beginning of period 9,614 13,548
Cash at end of period $ 77,550 $ 5,692
Significant non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations $ 32,224 $ 21,220
Additions to property, plant and equipment accrued and recorded in accounts payable, trade 11,900 10,292
Issuance of Class B Common Stock in connection with stock award — 4,776


	First Nine Months
(in thousands)	2020		2019
Cash Flows from Operating Activities:
Net income	$	113,268	$	26,824
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense from property, plant and equipment and financing leases	117,203		119,145
Amortization of intangible assets and deferred proceeds, net	17,286		17,271
Fair value adjustment of acquisition related contingent consideration	35,068		62,017
Impairment of property, plant and equipment	7,908		4,144
Deferred income taxes	5,302		5,254
Loss on sale of property, plant and equipment	3,656		5,474
Amortization of debt costs	778		1,032
Stock compensation expense	0		2,045
Change in current assets less current liabilities	69,975		(54,263)
Change in other noncurrent assets	16,360		12,581
Change in other noncurrent liabilities	(11,451)		2,611
Other	1,048		448
Total adjustments	263,133		177,759
Net cash provided by operating activities	$	376,401	$	204,583

Cash Flows from Investing Activities:
Additions to property, plant and equipment	$	(110,717)	$	(96,747)
Proceeds from the sale of property, plant and equipment	2,397		1,028
Investment in CONA Services LLC	(1,770)		(1,713)
Other distribution agreements	0		(4,654)
Net cash used in investing activities	$	(110,090)	$	(102,086)

Cash Flows from Financing Activities:
Payments on revolving credit facility	$	(280,000)	$	(376,339)
Borrowings under revolving credit facility	235,000		331,339
Payments on term loan facility and senior notes	(22,500)		(132,500)
Proceeds from issuance of senior notes	0		100,000
Payments of acquisition related contingent consideration	(31,999)		(18,784)
Cash dividends paid	(7,030)		(7,026)
Payments on financing lease obligations	(4,428)		(6,441)
Debt issuance fees	(145)		(305)
Net cash used in financing activities	$	(111,102)	$	(110,056)

Net increase (decrease) in cash during period	$	155,209	$	(7,559)
Cash at beginning of period	9,614		13,548
Cash at end of period	$	164,823	$	5,989

Significant non-cash investing and financing activities:
Additions to leased property under financing leases	$	61,121	$	0
Right-of-use assets obtained in exchange for operating lease obligations	38,317		39,213
Additions to property, plant and equipment accrued and recorded in accounts payable, trade	25,477		8,909
Issuance of Class B Common Stock in connection with stock award	0		4,776

See accompanying notes to condensed consolidated financial statements.

~~COCA-COLA~~COCA‑COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(in thousands, except share data)
Common
Stock
Class B
Common
Stock
Capital
in
Excess of
Par Value
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock - Common
Stock
Treasury
Stock - Class B
Common
Stock
Total
Equity
of Coca-Cola
Consolidated,
Inc.
Non-
controlling
Interest
Total
Equity
Balance on December 30, 2018 $ 10,204 $ 2,839 $ 124,228 $ 359,435 $ (77,265) $ (60,845) $ (409) $ 358,187 $ 96,979 $ 455,166
Net income — — — 8,539 — — — 8,539 2,739 11,278
Other comprehensive income, net of tax — — — — 1,171 — — 1,171 — 1,171
Cash dividends paid:
Common Stock ($0.50 per share) — — — (3,570) — — — (3,570) — (3,570)
Class B Common Stock ($0.50 per share) — — — (1,112) — — — (1,112) — (1,112)
Issuance of 19,224 shares of Class B Common Stock — 21 4,755 — — — — 4,776 — 4,776
Reclassification of stranded tax effects — — — 19,720 (19,720) — — — — —
Balance on June 30, 2019 $ 10,204 $ 2,860 $ 128,983 $ 383,012 $ (95,814) $ (60,845) $ (409) $ 367,991 $ 99,718 $ 467,709
Balance on December 29, 2019 $ 10,204 $ 2,860 $ 128,983 $ 381,161 $ (115,002) $ (60,845) $ (409) $ 346,952 $ 104,164 $ 451,116
Net income — — — 54,231 — — — 54,231 3,983 58,214
Other comprehensive loss, net of tax — — — — 921 — — 921 — 921
Cash dividends paid:
Common Stock ($0.50 per share) — — — (3,571) — — — (3,571) — (3,571)
Class B Common Stock ($0.50 per share) — — — (1,115) — — — (1,115) — (1,115)
Balance on June 28, 2020 $ 10,204 $ 2,860 $ 128,983 $ 430,706 $ (114,081) $ (60,845) $ (409) $ 397,418 $ 108,147 $ 505,565


(in thousands, except share data)	Common Stock		Class B Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock - Common Stock		Treasury Stock - Class B Common Stock		Total Equity of Coca‑Cola Consolidated, Inc.		Non- controlling Interest		Total Equity
Balance on December 30, 2018	$	10,204	$	2,839	$	124,228	$	359,435	$	(77,265)	$	(60,845)	$	(409)	$	358,187	$	96,979	$	455,166
Net income	—		—		—		21,545		—		—		—		21,545		5,279		26,824
Other comprehensive income, net of tax	—		—		—		—		1,367		—		—		1,367		—		1,367
Cash dividends paid:
Common Stock ($0.75 per share)	—		—		—		(5,356)		—		—		—		(5,356)		—		(5,356)
Class B Common Stock ($0.75 per share)	—		—		—		(1,670)		—		—		—		(1,670)		—		(1,670)
Issuance of 19,224 shares of Class B Common Stock	—		21		4,755		—		—		—		—		4,776		—		4,776
Reclassification of stranded tax effects	—		—		—		19,720		(19,720)		—		—		—		—		—
Balance on September 29, 2019	$	10,204	$	2,860	$	128,983	$	393,674	$	(95,618)	$	(60,845)	$	(409)	$	378,849	$	102,258	$	481,107

Balance on December 29, 2019	$	10,204	$	2,860	$	128,983	$	381,161	$	(115,002)	$	(60,845)	$	(409)	$	346,952	$	104,164	$	451,116
Net income	—		—		—		106,115		—		—		—		106,115		7,153		113,268
Other comprehensive loss, net of tax	—		—		—		—		2,201		—		—		2,201		—		2,201
Cash dividends paid:
Common Stock ($0.75 per share)	—		—		—		(5,356)		—		—		—		(5,356)		—		(5,356)
Class B Common Stock ($0.75 per share)	—		—		—		(1,674)		—		—		—		(1,674)		—		(1,674)
Balance on September 27, 2020	$	10,204	$	2,860	$	128,983	$	480,246	$	(112,801)	$	(60,845)	$	(409)	$	448,238	$	111,317	$	559,555

See accompanying notes to condensed consolidated financial statements.

~~COCA-COLA~~COCA‑COLA CONSOLIDATED, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Critical Accounting Policies and Recent Accounting Pronouncements

The condensed consolidated financial statements include the accounts of ~~Coca-Cola~~Coca‑Cola Consolidated, Inc. and its majority-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements reflect all adjustments, including normal, recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented:

•The financial position as of ~~June 28,~~September 27, 2020 and December 29, 2019.

•The results of operations and comprehensive income for the 13-week periods ended ~~June 28,~~September 27, 2020 (the ~~“second~~“third quarter” of fiscal 2020 (“2020”)) and ~~June 30,~~September 29, 2019 (the ~~“second~~“third quarter” of fiscal 2019 (“2019”)), and the ~~26-week~~39-week periods ended ~~June 28,~~September 27, 2020 (the “first ~~half”~~nine months” of 2020) and ~~June 30,~~September 29, 2019 (the “first ~~half”~~nine months” of 2019).

•The changes in cash flows and equity for the first ~~half~~nine months of 2020 and the first ~~half~~nine months of 2019.

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. The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis. These policies are presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for 2019 filed with the Securities and Exchange Commission.

The preparation of condensed consolidated financial statements, in conformity with 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.

Critical Accounting Policies

In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of its results of operations and financial position in the preparation of its condensed consolidated financial statements in conformity with GAAP. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company included in its Annual Report on Form 10-K for 2019 under the caption “Discussion of Critical Accounting Policies and Estimates and Recent Accounting Pronouncements” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” a discussion of the Company’s most critical accounting policies, which are those the Company believes to be the most important to the portrayal of its financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Any changes in critical accounting policies and estimates are discussed with the Audit Committee of the Company’s Board of Directors ~~of the Company~~ during the quarter in which a change is contemplated and prior to making such change.

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected credit losses at the point a loss is probable to occur, rather than expected to occur, which will generally result in earlier recognition of allowances for credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 in the first quarter of 2020 and the adoption did not have a material impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, ~~“Fair Value Measurement (Topic 820): Disclosure~~“Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” which removes, modifies and adds certain disclosure requirements in Accounting Standards Codification Topic 820, Fair Value Measurement. This ASU is effective for annual and interim reporting periods beginning after December 15, 2019. Certain amendments must be applied prospectively while others are to be applied on a retrospective basis to all periods presented. The Company adopted ASU 2018-13 in the first quarter of 2020. See Note 1415 for additional information.

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes,” which will simplify the accounting for income taxes by removing certain exceptions to the general principles in income tax accounting and improve consistent application of and simplify GAAP for other areas of income tax accounting by clarifying and amending existing guidance. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2019-12 will have on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, ~~“Compensation - Retirement Benefits - Defined Benefit Plans - General (Sub-topic 715-20): Disclosure~~“Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans,” which is effective for fiscal years ending after December 15, 2020. Under this guidance, disclosures will be removed for the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, the amount and timing of assets expected to be returned to the employer, certain related party disclosures, and the effects of a one-percentage-point change in the assumed health care cost trend rates. Additional disclosures will include the weighted average interest crediting rate for plans with promised crediting interest rates and an explanation of the reasons for significant gains and losses related to the benefit obligation for the period.

2. Related Party Transactions

The ~~Coca-Cola~~Coca‑Cola Company

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

J. Frank Harrison, III, the Chairman of the Board of Directors and Chief Executive Officer of the Company, together with the trustees of certain trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr., control shares representing approximately 86% of the total voting power of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis.

As of ~~June 28,~~September 27, 2020, The ~~Coca-Cola~~Coca‑Cola Company owned approximately 27% of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis, representing approximately 5% of the total voting power of the Company’s Common Stock and Class B Common Stock voting together. As long as The ~~Coca-Cola~~Coca‑Cola Company holds the number of shares of the Company’s Common Stock it currently owns, it has the right to have its designee proposed by the Company for nomination to the Company’s Board of Directors, and J. Frank Harrison, III and the trustees of the J. Frank Harrison, Jr. family trusts described above, have agreed to vote the shares of the Company’s Class B Common Stock which they control in favor of such designee. The ~~Coca-Cola~~Coca‑Cola Company does not own any shares of the Company’s Class B Common Stock.

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


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Payments made by the Company to The Coca-Cola Company for:
Payments made by the Company to The Coca‑Cola Company for:										Payments made by the Company to The Coca‑Cola Company for:
Concentrate, syrup, sweetener and other purchases	Concentrate, syrup, sweetener and other purchases	$	264,595	$	344,841	$	549,515	$	611,484	Concentrate, syrup, sweetener and other purchases	$	324,312	$	306,588	$	873,827	$	893,123
Customer marketing programs	Customer marketing programs	32,400		39,221		65,391		72,513		Customer marketing programs	34,550		36,597		99,941		109,110
Cold drink equipment parts	Cold drink equipment parts	4,039		7,067		10,380		14,049		Cold drink equipment parts	5,965		4,519		16,345		18,568
Brand investment programs	Brand investment programs	3,988		3,473		7,250		6,593		Brand investment programs	4,359		3,616		11,609		10,209

Payments made by The Coca-Cola Company to the Company for:
Payments made by The Coca‑Cola Company to the Company for:										Payments made by The Coca‑Cola Company to the Company for:
Marketing funding support payments	Marketing funding support payments	$	15,449	$	26,311	$	36,995	$	49,023	Marketing funding support payments	$	21,187	$	25,931	$	58,182	$	74,954
Fountain delivery and equipment repair fees	Fountain delivery and equipment repair fees	6,345		9,885		15,435		20,634		Fountain delivery and equipment repair fees	7,555		10,873		22,990		31,507
Presence marketing funding support on the Company’s behalf	Presence marketing funding support on the Company’s behalf	4,145		4,502		5,880		4,937		Presence marketing funding support on the Company’s behalf	565		2,879		6,445		7,816
Facilitating the distribution of certain brands and packages to other Coca-Cola bottlers		1,161		1,351		2,318		2,350
Facilitating the distribution of certain brands and packages to other Coca‑Cola bottlers										Facilitating the distribution of certain brands and packages to other Coca‑Cola bottlers	1,151		1,602		3,469		3,952

In fiscal 2017 (“2017”), The ~~Coca-Cola~~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~~Coca‑Cola Company to the authorized pricing on sales of covered beverages produced at certain manufacturing facilities owned by the Company (the “Legacy Facilities Credit”). The Company immediately recognized

the portion of the Legacy Facilities Credit applicable to a regional manufacturing facility divested in ~~fiscal~~ 2017 and the remaining balance of the Legacy Facilities Credit will be amortized as a reduction to cost of sales over a period of 40 years. The portion of the deferred liability that is expected to be amortized in the next 12 months is classified as current.

~~Coca-Cola~~Coca‑Cola Refreshments USA, Inc. (“CCR”)

The Company, The ~~Coca-Cola~~Coca‑Cola Company and CCR, a wholly owned subsidiary of The ~~Coca-Cola~~Coca‑Cola Company, entered into a comprehensive beverage agreement ~~on March 31,~~in 2017 (as amended, the “CBA”). Pursuant to the CBA, the Company is required to make quarterly sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The ~~Coca-Cola~~Coca‑Cola Company and related products in certain distribution territories the Company acquired from CCR. These sub-bottling payments are based on gross profit derived from sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, beverage product or certain cross-licensed brands.

Sub-bottling payments to CCR were ~~$20.5~~$32.0 million during the first ~~half~~nine months of 2020 and ~~$12.8~~$18.8 million during the first ~~half~~nine months of 2019. The following table summarizes the liability recorded by the Company to reflect the estimated fair value of contingent consideration related to future sub-bottling payments to CCR:


(in thousands)	(in thousands)	June 28, 2020		December 29, 2019		(in thousands)	September 27, 2020		December 29, 2019
Current portion of acquisition related contingent consideration	Current portion of acquisition related contingent consideration	$	34,388	$	41,087	Current portion of acquisition related contingent consideration	$	41,912	$	41,087
Noncurrent portion of acquisition related contingent consideration	Noncurrent portion of acquisition related contingent consideration	406,725		405,597		Noncurrent portion of acquisition related contingent consideration	406,741		405,597
Total acquisition related contingent consideration	Total acquisition related contingent consideration	$	441,113	$	446,684	Total acquisition related contingent consideration	$	448,653	$	446,684

Upon the conversion of the Company’s then-existing bottling agreements in ~~fiscal~~ 2017 pursuant to the CBA, the Company received a fee from CCR (the “Territory Conversion Fee”). The Territory Conversion Fee was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years. The portion of the deferred liability that is expected to be amortized in the next 12 months is classified as current.

Southeastern Container (“Southeastern”)

The Company is a shareholder of Southeastern, a plastic bottle manufacturing cooperative. The Company accounts for Southeastern as an equity method investment. The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was ~~$22.6~~$22.8 million as of ~~June 28,~~September 27, 2020 and $23.2 million as of December 29, 2019.

South Atlantic Canners, Inc. (“SAC”)

The Company is a shareholder of SAC, a manufacturing cooperative in Bishopville, South Carolina. All of SAC’s shareholders are ~~Coca-Cola~~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 condensed consolidated balance sheets, was $8.0 million as of ~~June 28,~~September 27, 2020 and $8.2 million as of December 29, 2019.

The Company receives a fee for managing the day-to-day operations of SAC pursuant to a management agreement. Proceeds from management fees received from SAC, which were classified as a reduction to cost of sales in the condensed consolidated statements of operations, were ~~$4.7~~$6.9 million in the first ~~half~~nine months of 2020 and ~~$4.5~~$7.0 million in the first ~~half~~nine months of 2019.

~~Coca-Cola~~Coca‑Cola Bottlers’ Sales and Services Company, LLC (“CCBSS”)

Along with other ~~Coca-Cola~~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~~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 ~~$12.4~~$13.8 million on ~~June 28,~~September 27, 2020 and $10.0 million on December 29, 2019, which were classified as accounts receivable, other in the condensed consolidated balance sheets.

In addition, the Company pays an administrative fee to CCBSS for its services. The Company incurred administrative fees to CCBSS of ~~$1.6~~$2.1 million in the first ~~half~~nine months of 2020 and ~~$1.0~~$1.7 million in the first ~~half~~nine months of 2019, which were classified as selling, delivery and administrative (“SD&A”) expenses in the condensed consolidated statements of operations.

CONA Services LLC (“CONA”)

The Company is a member of CONA, an entity formed with The ~~Coca-Cola~~Coca‑Cola Company and certain other ~~Coca-Cola~~Coca‑Cola bottlers to provide business process and information technology services to its members. The Company accounts for CONA as an equity method investment. The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was ~~$11.3~~$11.5 million as of ~~June 28,~~September 27, 2020 and $10.5 million as of December 29, 2019.

Pursuant to an amended and restated master services agreement with CONA, the Company is authorized to use the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American ~~Coca-Cola~~Coca‑Cola bottlers. In exchange for the Company’s rights to use the CONA System and receive CONA-related services, it is charged service fees by CONA. The Company incurred CONA service fees of ~~$11.6~~$17.4 million in the first ~~half~~nine months of 2020 and ~~$11.5~~$17.7 million in the first ~~half~~nine months of 2019.

Related Party Leases

The Company leases its headquarters office facility and an adjacent office facility in Charlotte, North Carolina from Beacon Investment Corporation (“Beacon”), of which J. Frank Harrison, III ~~Chairman of the Board of Directors and Chief Executive Officer of the Company,~~ is the majority stockholder and Morgan H. Everett, Vice Chair of the ~~Companys~~Company’s Board of Directors, is a minority stockholder. During the first quarter of 2020, the Company entered into a new lease agreement, effective January 1, 2020, with Beacon to continue to lease its corporate facilities. The new lease expires on December 31, 2029. The principal balance outstanding under the new operating lease was ~~$31.8~~$31.3 million on ~~June 28,~~September 27, 2020 and the principal balance outstanding under the previous financing lease, which was replaced by the new operating lease, was $6.8 million on December 29, 2019. ~~See Note 9 for additional information.~~

The Company leases the Snyder Production Center and an adjacent sales facility in Charlotte, North Carolina from Harrison Limited Partnership One (“HLP”), which is directly and indirectly owned by trusts of which J. Frank Harrison, III and Sue Anne H. Wells, a director of the Company, are trustees and beneficiaries and of which Morgan H. Everett is a permissible, discretionary beneficiary. ~~The principal balance outstanding under this lease was $2.2 million on June 28,~~During the third quarter of 2020, ~~and $4.3 million on December 29, 2019. Subsequent to quarter end,~~ the Company entered into an amendment to this lease, effective June 30, 2020, with HLP to ~~continue to lease its production facility in Charlotte, North Carolina. The amendment extended~~extend the term of the original lease agreement by 15 years from December 31, 2020 through December 31, 2035. ~~This~~The principal balance outstanding under the amended lease ~~will continue to be classified as a financing lease~~was $62.6 million on September 27, 2020 and the ~~additional~~principal balance outstanding under the lease, ~~liability associated with this lease commitment is $60.1 million.~~prior to being amended, was $4.3 million on December 29, 2019.

A summary of rental payments related to these leases is as follows:


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Company headquarters	Company headquarters	$	826	$	1,151	$	1,652	$	2,261	Company headquarters	$	826	$	1,132	$	2,478	$	3,393
Snyder Production Center	Snyder Production Center	1,113		1,081		2,226		2,161		Snyder Production Center	1,112		1,080		3,338		3,241

Long-Term Performance Equity Plan

The Long-Term Performance Equity Plan compensates J. Frank Harrison, III based on the Company’s performance. Awards granted 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 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 iswas included in SD&A expenses in the condensed consolidated statements of operations, was ~~$4.3~~$7.2 million in the first ~~half~~nine months of 2020 and ~~$6.7~~$10.3 million in the first ~~half~~nine months of 2019.

3. Revenue Recognition

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, including both sparkling and still beverages.~~consumers. Sparkling beverages are carbonated beverages and the Company’s principal sparkling beverage is ~~Coca-Cola.~~Coca‑Cola. Still beverages include energy products and noncarbonated beverages such as bottled water, tea, ready to drink coffee, enhanced water, juices and sports drinks.

The Company’s products are sold and distributed in the United States through various channels, which include selling directly to ~~retail~~customers, including grocery stores, mass merchandise stores, club stores, convenience stores and ~~other outlets~~drug stores, selling to “on-premise” accounts, where products are typically consumed immediately, such as ~~food markets, institutional accounts~~restaurants, schools, amusement parks and recreational facilities, and selling through other channels such as vending machine outlets. The Company typically collects payment from customers within 30 days from the date of sale.

The Company’s sales are divided into 2 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~~Coca‑Cola bottlers, “post-mix” products, transportation revenue and equipment maintenance revenue. Post-mix products are dispensed through equipment that mixes fountain syrups with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses.

The Company’s contracts are derived from customer orders, including customer sales incentives, generated through an order processing and replenishment model. Generally, the Company’s service contracts and contracts related to the delivery of specifically identifiable products have a single performance obligation. Revenues do not include sales or other taxes collected from customers. The Company has defined its performance obligations for its contracts as either at a point in time or over time. Bottle/can sales, sales to other ~~Coca-Cola~~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 97% of the Company’s net sales in the first ~~half~~nine months of 2020 and approximately 96% of the Company’s net sales in the first ~~half~~nine months of 2019. ~~Substantially all of the Company’s revenue is recognized at a point in time and is included in the Nonalcoholic Beverages segment.~~

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 condensed consolidated financial statements.

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


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Point in time net sales:	Point in time net sales:									Point in time net sales:
Nonalcoholic Beverages - point in time	Nonalcoholic Beverages - point in time	$	1,188,485	$	1,227,977	$	2,320,960	$	2,288,248	Nonalcoholic Beverages - point in time	$	1,286,542	$	1,224,653	$	3,607,502	$	3,512,901
Total point in time net sales	Total point in time net sales	$	1,188,485	$	1,227,977	$	2,320,960	$	2,288,248	Total point in time net sales	$	1,286,542	$	1,224,653	$	3,607,502	$	3,512,901

Over time net sales:	Over time net sales:									Over time net sales:
Nonalcoholic Beverages - over time	Nonalcoholic Beverages - over time	$	7,039	$	10,908	$	17,145	$	22,864	Nonalcoholic Beverages - over time	$	8,729	$	11,608	$	25,874	$	34,472
All Other - over time	All Other - over time	31,691		34,774		62,131		65,459		All Other - over time	33,213		34,768		95,344		100,227
Total over time net sales	Total over time net sales	$	38,730	$	45,682	$	79,276	$	88,323	Total over time net sales	$	41,942	$	46,376	$	121,218	$	134,699

Total net sales	Total net sales	$	1,227,215	$	1,273,659	$	2,400,236	$	2,376,571	Total net sales	$	1,328,484	$	1,271,029	$	3,728,720	$	3,647,600

The Company participates in various sales programs with The ~~Coca-Cola~~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 condensed 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 Company sells its products and extends credit, generally without requiring collateral, based on an ongoing evaluation of the customer’s business prospects and financial condition. The Company evaluates the collectability of its trade accounts receivable based on a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability to meet its financial obligations. The Company has established an allowance for doubtful accounts to adjust the recorded receivable to the estimated amount the Company believes will ultimately be collected.

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.

The Company’s allowance for doubtful accounts in the condensed 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. ~~The Company’s reserve for customer returns, which was classified as allowance for doubtful accounts~~ ~~in the condensed consolidated balance sheets,~~ ~~was $3.6 million as of both June 28, 2020 and December 29, 2019.~~ Returned product is recognized as a reduction to net sales. The Company’s reserve for customer returns was $3.6 million as of both September 27, 2020 and December 29, 2019.

The Company ~~recognizes~~estimates an allowance for credit losses, ~~related~~based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to ~~its accounts receivable~~balances previously written off, in order to present the net amount expected to be collected at the balance sheet date. The Company estimates this allowance based on historical data such as days' sales outstanding trends, previous write-offs of balances, and monthly reviews of aged trial balances, among others.collected. Accounts receivable balances are written off when ~~deemed~~determined uncollectible and are recognized as a ~~deduction from~~reduction to the allowance for credit losses. ~~Expected recoveries, not to exceed the amount previously written off, are considered in determining the reserve balance at the balance sheet date. Below~~Following is a summary of activity for the allowance for credit losses ~~as of the end of~~during the first ~~half~~nine months of 2020:


(in thousands)	~~Allowance for Credit Losses to Accounts Receivable~~First Nine Months 2020
Balance at ~~December 29, 2019~~beginning of year - allowance for credit losses	$	10,232
Additions charged to costs and expenses(1)	~~9,376~~14,238
Write-offs, net of recoveries	~~(1,914)~~(2,970)
Balance at ~~June 28, 2020~~end of period - allowance for credit losses	$	~~17,694~~21,500

~~The additions to the~~(1)Includes an allowance for credit losses for ~~the first half of 2020 include a $5.0 million adjustment to address the~~ COVID-19-related collectability ~~risk primarily for our on-premise customers.~~risk.

4. Segments

The Company evaluates segment reporting in accordance with the FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Operating Decision Maker (the “CODM”). The Company has concluded the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer, as a group, represent the CODM. Asset information is not provided to the CODM.

The Company believes 3 operating segments exist. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated ~~revenues~~net sales and income from operations. The additional 2 operating segments do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.”

The Company’s segment results are as follows:


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Net sales:	Net sales:									Net sales:
Nonalcoholic Beverages	Nonalcoholic Beverages	$	1,195,524	$	1,238,885	$	2,338,105	$	2,311,112	Nonalcoholic Beverages	$	1,295,271	$	1,236,261	$	3,633,376	$	3,547,373
All Other	All Other	80,329		94,942		161,630		182,857		All Other	84,776		92,501		246,406		275,358
Eliminations⁽¹⁾	Eliminations⁽¹⁾	(48,638)		(60,168)		(99,499)		(117,398)		Eliminations(1)	(51,563)		(57,733)		(151,062)		(175,131)
Consolidated net sales	Consolidated net sales	$	1,227,215	$	1,273,659	$	2,400,236	$	2,376,571	Consolidated net sales	$	1,328,484	$	1,271,029	$	3,728,720	$	3,647,600

Income from operations:	Income from operations:									Income from operations:
Nonalcoholic Beverages	Nonalcoholic Beverages	$	83,907	$	57,724	$	119,524	$	72,365	Nonalcoholic Beverages	$	108,035	$	48,248	$	227,559	$	120,613
All Other	All Other	(789)		9,490		(3,585)		15,003		All Other	(4,191)		5,598		(7,776)		20,601
Consolidated income from operations	Consolidated income from operations	$	83,118	$	67,214	$	115,939	$	87,368	Consolidated income from operations	$	103,844	$	53,846	$	219,783	$	141,214

Depreciation and amortization:	Depreciation and amortization:									Depreciation and amortization:
Nonalcoholic Beverages	Nonalcoholic Beverages	$	39,909	$	42,568	$	80,667	$	85,919	Nonalcoholic Beverages	$	45,066	$	43,067	$	125,733	$	128,986
All Other	All Other	2,928		2,488		5,729		4,909		All Other	3,027		2,521		8,756		7,430
Consolidated depreciation and amortization	Consolidated depreciation and amortization	$	42,837	$	45,056	$	86,396	$	90,828	Consolidated depreciation and amortization	$	48,093	$	45,588	$	134,489	$	136,416

⁽¹⁾The entire net sales elimination ~~for each period presented~~ 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~~.transaction.

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:

Second Quarter First Half
(in thousands, except per share data) 2020 2019 2020 2019
Numerator for basic and diluted net income per Common Stock and Class B Common Stock share:
Net income attributable to Coca-Cola Consolidated, Inc. $ 39,569 $ 15,370 $ 54,231 $ 8,539
Less dividends:
Common Stock 1,785 1,785 3,571 3,570
Class B Common Stock 557 558 1,115 1,112
Total undistributed earnings $ 37,227 $ 13,027 $ 49,545 $ 3,857
Common Stock undistributed earnings – basic $ 28,362 $ 9,925 $ 37,747 $ 2,941
Class B Common Stock undistributed earnings – basic 8,865 3,102 11,798 916
Total undistributed earnings – basic $ 37,227 $ 13,027 $ 49,545 $ 3,857
Common Stock undistributed earnings – diluted $ 28,161 $ 9,874 $ 37,479 $ 2,925
Class B Common Stock undistributed earnings – diluted 9,066 3,153 12,066 932
Total undistributed earnings – diluted $ 37,227 $ 13,027 $ 49,545 $ 3,857
Numerator for basic net income per Common Stock share:
Dividends on Common Stock $ 1,785 $ 1,785 $ 3,571 $ 3,570
Common Stock undistributed earnings – basic 28,362 9,925 37,747 2,941
Numerator for basic net income per Common Stock share $ 30,147 $ 11,710 $ 41,318 $ 6,511
Numerator for basic net income per Class B Common Stock share:
Dividends on Class B Common Stock $ 557 $ 558 $ 1,115 $ 1,112
Class B Common Stock undistributed earnings – basic 8,865 3,102 11,798 916
Numerator for basic net income per Class B Common Stock share $ 9,422 $ 3,660 $ 12,913 $ 2,028
Numerator for diluted net income per Common Stock share:
Dividends on Common Stock $ 1,785 $ 1,785 $ 3,571 $ 3,570
Dividends on Class B Common Stock assumed converted to Common Stock 557 558 1,115 1,112
Common Stock undistributed earnings – diluted 37,227 13,027 49,545 3,857
Numerator for diluted net income per Common Stock share $ 39,569 $ 15,370 $ 54,231 $ 8,539


	Third Quarter				First Nine Months
(in thousands, except per share data)	2020		2019		2020		2019
Numerator for basic and diluted net income per Common Stock and Class B Common Stock share:
Net income attributable to Coca‑Cola Consolidated, Inc.	$	51,884	$	13,006	$	106,115	$	21,545
Less dividends:
Common Stock	1,785		1,786		5,356		5,356
Class B Common Stock	559		558		1,674		1,670
Total undistributed earnings	$	49,540	$	10,662	$	99,085	$	14,519

Common Stock undistributed earnings – basic	$	37,743	$	8,123	$	75,490	$	11,066
Class B Common Stock undistributed earnings – basic	11,797		2,539		23,595		3,453
Total undistributed earnings – basic	$	49,540	$	10,662	$	99,085	$	14,519

Common Stock undistributed earnings – diluted	$	37,515	$	8,089	$	75,034	$	11,019
Class B Common Stock undistributed earnings – diluted	12,025		2,573		24,051		3,500
Total undistributed earnings – diluted	$	49,540	$	10,662	$	99,085	$	14,519

Numerator for basic net income per Common Stock share:
Dividends on Common Stock	$	1,785	$	1,786	$	5,356	$	5,356
Common Stock undistributed earnings – basic	37,743		8,123		75,490		11,066
Numerator for basic net income per Common Stock share	$	39,528	$	9,909	$	80,846	$	16,422

Numerator for basic net income per Class B Common Stock share:
Dividends on Class B Common Stock	$	559	$	558	$	1,674	$	1,670
Class B Common Stock undistributed earnings – basic	11,797		2,539		23,595		3,453
Numerator for basic net income per Class B Common Stock share	$	12,356	$	3,097	$	25,269	$	5,123

1312


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands, except per share data)	(in thousands, except per share data)	2020		2019		2020		2019		(in thousands, except per share data)	2020		2019		2020		2019
Numerator for diluted net income per Common Stock share:										Numerator for diluted net income per Common Stock share:
Dividends on Common Stock										Dividends on Common Stock	$	1,785	$	1,786	$	5,356	$	5,356
Dividends on Class B Common Stock assumed converted to Common Stock										Dividends on Class B Common Stock assumed converted to Common Stock	559		558		1,674		1,670
Common Stock undistributed earnings – diluted										Common Stock undistributed earnings – diluted	49,540		10,662		99,085		14,519
Numerator for diluted net income per Common Stock share										Numerator for diluted net income per Common Stock share	$	51,884	$	13,006	$	106,115	$	21,545

Numerator for diluted net income per Class B Common Stock share:	Numerator for diluted net income per Class B Common Stock share:									Numerator for diluted net income per Class B Common Stock share:
Dividends on Class B Common Stock	Dividends on Class B Common Stock	$	557	$	558	$	1,115	$	1,112	Dividends on Class B Common Stock	$	559	$	558	$	1,674	$	1,670
Class B Common Stock undistributed earnings – diluted	Class B Common Stock undistributed earnings – diluted	9,066		3,153		12,066		932		Class B Common Stock undistributed earnings – diluted	12,025		2,573		24,051		3,500
Numerator for diluted net income per Class B Common Stock share	Numerator for diluted net income per Class B Common Stock share	$	9,623	$	3,711	$	13,181	$	2,044	Numerator for diluted net income per Class B Common Stock share	$	12,584	$	3,131	$	25,725	$	5,170

Denominator for basic net income per Common Stock and Class B Common Stock share:	Denominator for basic net income per Common Stock and Class B Common Stock share:									Denominator for basic net income per Common Stock and Class B Common Stock share:
Common Stock weighted average shares outstanding – basic	Common Stock weighted average shares outstanding – basic	7,141		7,141		7,141		7,141		Common Stock weighted average shares outstanding – basic	7,141		7,141		7,141		7,141
Class B Common Stock weighted average shares outstanding – basic	Class B Common Stock weighted average shares outstanding – basic	2,232		2,232		2,232		2,225		Class B Common Stock weighted average shares outstanding – basic	2,232		2,232		2,232		2,228

Denominator for diluted net income per Common Stock and Class B Common Stock share:	Denominator for diluted net income per Common Stock and Class B Common Stock share:									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)	Common Stock weighted average shares outstanding – diluted (assumes conversion of Class B Common Stock to Common Stock)	9,440		9,421		9,440		9,415		Common Stock weighted average shares outstanding – diluted (assumes conversion of Class B Common Stock to Common Stock)	9,430		9,413		9,430		9,409
Class B Common Stock weighted average shares outstanding – diluted	Class B Common Stock weighted average shares outstanding – diluted	2,299		2,280		2,299		2,274		Class B Common Stock weighted average shares outstanding – diluted	2,289		2,272		2,289		2,268

Basic net income per share:	Basic net income per share:									Basic net income per share:
Common Stock	Common Stock	$	4.23	$	1.64	$	5.79	$	0.91	Common Stock	$	5.53	$	1.39	$	11.32	$	2.30
Class B Common Stock	Class B Common Stock	$	4.23	$	1.64	$	5.79	$	0.91	Class B Common Stock	$	5.53	$	1.39	$	11.32	$	2.30

Diluted net income per share:	Diluted net income per share:									Diluted net income per share:
Common Stock	Common Stock	$	4.19	$	1.64	$	5.74	$	0.91	Common Stock	$	5.51	$	1.38	$	11.25	$	2.29
Class B Common Stock	Class B Common Stock	$	4.18	$	1.63	$	5.73	$	0.90	Class B Common Stock	$	5.51	$	1.38	$	11.24	$	2.28

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~~had net income, the denominator for diluted net income per share for Common Stock and Class B Common Stock ~~included~~includes the dilutive effect of shares relative to the Long-Term Performance Equity Plan. For periods presented during which the Company ~~has~~had net loss, the unvested ~~performance units~~shares granted pursuant to the Long-Term Performance Equity Plan are excluded from the ~~calculation~~computation of diluted net loss per share, as the effect ~~of these awards~~ would behave been anti-dilutive. See Note 2 for additional information on the Long-Term Performance Equity Plan.

⁽⁴⁾The Long-Term Performance Equity Plan awards may be settled in cash and/or shares of the Company’s Class B Common Stock. Once an election has been made to settle an award in cash, the dilutive effect of shares relative to such award is prospectively removed from the denominator ~~for~~in the ~~calculation~~computation of diluted net income per share.

⁽⁵⁾The Company did 0t have anti-dilutive shares for any periods presented.

6. Inventories

Inventories consisted of the following:


(in thousands)	(in thousands)	June 28, 2020		December 29, 2019		(in thousands)	September 27, 2020		December 29, 2019
Finished products	Finished products	$	134,731	$	142,363	Finished products	$	125,388	$	142,363
Manufacturing materials	Manufacturing materials	40,436		45,267		Manufacturing materials	45,425		45,267
Plastic shells, plastic pallets and other inventories	Plastic shells, plastic pallets and other inventories	35,961		38,296		Plastic shells, plastic pallets and other inventories	36,960		38,296
Total inventories	Total inventories	$	211,128	$	225,926	Total inventories	$	207,773	$	225,926

7. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


(in thousands)	(in thousands)	June 28, 2020		December 29, 2019		(in thousands)	September 27, 2020		December 29, 2019
Repair parts	Repair parts	$	28,994	$	28,967	Repair parts	$	28,342	$	28,967
Prepaid taxes						Prepaid taxes	8,099		4,359
Prepaid software	Prepaid software	6,494		5,850		Prepaid software	6,462		5,850
Prepaid marketing	Prepaid marketing	6,314		5,658		Prepaid marketing	6,134		5,658
Prepaid taxes		5,138		4,359
Prepayments for sponsorship contracts	Prepayments for sponsorship contracts	3,412		8,696		Prepayments for sponsorship contracts	2,462		8,696
Other prepaid expenses and other current assets	Other prepaid expenses and other current assets	21,818		15,931		Other prepaid expenses and other current assets	18,330		15,931
Total prepaid expenses and other current assets	Total prepaid expenses and other current assets	$	72,170	$	69,461	Total prepaid expenses and other current assets	$	69,829	$	69,461

8. Assets Held for Sale

The Company is in the process of integrating its Memphis, Tennessee manufacturing plant with its West Memphis, Arkansas operations, which is expected to greatly expand its West Memphis production capabilities and to reduce its overall production costs. Additionally, the Company is planning to open a new, automated distribution center in Whitestown, Indiana by the spring of 2021, which will allow the Company to consolidate its Anderson, Bloomington, Lafayette, Shelbyville and Speedway, Indiana warehousing and distribution operations into this one new facility. The increased capacity and automation in Whitestown will allow the Company to optimize its supply chain and to better serve its customers and consumers in Indiana and the surrounding areas.

As of September 27, 2020, certain locations of the Company, which are primarily those included in the Company’s supply chain optimization discussed above, met the accounting guidance criteria to be classified as assets held for sale. All locations classified as held for sale are included in the Nonalcoholic Beverages segment. There are not any liabilities held for sale associated with these locations and none meet the accounting guidance criteria to be classified as discontinued operations.

Following is a summary of the assets held for sale:


(in thousands)	September 27, 2020
Land	$	2,017
Buildings and leasehold and land improvements	5,019
Assets held for sale	$	7,036

An impairment of $1.6 million was recorded for these locations as a result of the net book value exceeding the agreed upon purchase price of one of the locations. This impairment was recorded within cost of sales on the condensed consolidated statements of operations and within impairment of property, plant and equipment on the condensed consolidated statements of cash flows.

9. Property, Plant and Equipment, Net

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


(in thousands)	(in thousands)	June 28, 2020		December 29, 2019		Estimated Useful Lives	(in thousands)	September 27, 2020		December 29, 2019		Estimated Useful Lives
Land	Land	$	83,168	$	76,860		Land	$	81,151	$	76,860
Buildings	Buildings	225,665		223,500		8-50 years	Buildings	232,828		223,500		8-50 years
Machinery and equipment	Machinery and equipment	357,535		355,575		5-20 years	Machinery and equipment	370,116		355,575		5-20 years
Transportation equipment	Transportation equipment	421,858		417,532		4-20 years	Transportation equipment	436,604		417,532		4-20 years
Furniture and fixtures	Furniture and fixtures	94,918		92,059		3-10 years	Furniture and fixtures	97,298		92,059		3-10 years
Cold drink dispensing equipment	Cold drink dispensing equipment	479,272		489,050		5-17 years	Cold drink dispensing equipment	471,607		489,050		5-17 years
Leasehold and land improvements	Leasehold and land improvements	148,204		145,341		5-20 years	Leasehold and land improvements	150,800		145,341		5-20 years
Software for internal use	Software for internal use	129,646		128,792		3-10 years	Software for internal use	129,429		128,792		3-10 years
Construction in progress	Construction in progress	46,850		29,369			Construction in progress	37,234		29,369
Total property, plant and equipment, at cost	Total property, plant and equipment, at cost	1,987,116		1,958,078			Total property, plant and equipment, at cost	2,007,067		1,958,078
Less: Accumulated depreciation and amortization	Less: Accumulated depreciation and amortization	1,001,938		960,675			Less: Accumulated depreciation and amortization	1,027,857		960,675
Property, plant and equipment, net	Property, plant and equipment, net	$	985,178	$	997,403		Property, plant and equipment, net	$	979,210	$	997,403

9.10. 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 ~~population of~~ 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 generally 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 condensed consolidated balance sheets. Lease expense for these short-term leases is expensed on a straight-line basis over the lease term.

•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.

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

June 28, 2020 December 29, 2019
Weighted average remaining lease term:
Operating leases 10.0 years 10.2 years
Financing leases 5.8 years 4.8 years
Weighted average discount rate:
Operating leases 4.1 % 4.1 %
Financing leases 5.5 % 5.7 %

During the first quarter of 2020, the Company entered into a lease agreement, effective January 1, 2020, with Beacon to continue to lease its headquarters office facility and an adjacent office facility in Charlotte, North Carolina. The new lease has a 10-year term and expires on December 31, 2029. This lease is classified as an operating lease and the additional lease liability associated with this lease was $31.8 million as of June 28, 2020. This lease replaced the previous lease agreement, which was classified as a financing lease and was scheduled to expire on December 31, 2021, and had a $6.8 million principal balance outstanding as of December 29, 2019.


	September 27, 2020		December 29, 2019
Weighted average remaining lease term:
Operating leases	9.7 years		10.2 years
Financing leases	13.6 years		4.8 years
Weighted average discount rate:
Operating leases	4.0	%	4.1	%
Financing leases	3.2	%	5.7	%

As of ~~June 28,~~September 27, 2020, the Company had 21 real estate and 2 vehicle operating lease commitments that had not yet commenced. ~~The Company amended an existing~~These lease ~~agreement, effective July 6,~~commitments are expected to commence during the fourth quarter of 2020 ~~to continue to~~and have lease ~~its warehouse in North Charleston, South Carolina.~~terms of approximately three years. The ~~amendment extended the term of the original lease agreement by three years from April 5, 2027 through April 5, 2030. This lease will continue to be classified as an operating lease and the~~ additional lease liability associated with ~~this~~these lease ~~commitment~~commitments is expected to be $0.8 million. The Company amended an existing lease agreement, effective June 30, 2020, with HLP to continue to lease its production facility in Charlotte, North Carolina. The amendment extended the term of the original lease agreement by 15 years from December 31, 2020 through December 31, 2035. This lease will continue to be classified as a financing lease and the additional lease liability associated with this lease commitment is $60.1$2.1 million.

Following is a summary of ~~balances related to~~ the Company’s ~~lease portfolio~~leases within the condensed consolidated statements of operations:


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Cost of sales impact:	Cost of sales impact:									Cost of sales impact:
Operating lease costs	Operating lease costs	$	1,385	$	1,342	$	2,770	$	2,683	Operating lease costs	$	1,397	$	1,356	$	4,167	$	4,039
Short-term and variable leases	Short-term and variable leases	3,057		2,317		5,657		4,579		Short-term and variable leases	3,711		2,814		9,368		7,393
Depreciation expense from financing leases	Depreciation expense from financing leases	353		354		707		707		Depreciation expense from financing leases	643		353		1,350		1,060
Total cost of sales impact	Total cost of sales impact	$	4,795	$	4,013	$	9,134	$	7,969	Total cost of sales impact	$	5,751	$	4,523	$	14,885	$	12,492

SD&A expenses impact:	SD&A expenses impact:									SD&A expenses impact:
Operating lease costs	Operating lease costs	$	4,710	$	3,026	$	9,379	$	5,922	Operating lease costs	$	4,846	$	3,717	$	14,225	$	9,639
Short-term and variable leases	Short-term and variable leases	451		779		1,341		1,838		Short-term and variable leases	271		838		1,612		2,676
Depreciation expense from financing leases	Depreciation expense from financing leases	571		1,137		1,142		2,276		Depreciation expense from financing leases	772		1,139		1,914		3,415
Total SD&A expenses impact	Total SD&A expenses impact	$	5,732	$	4,942	$	11,862	$	10,036	Total SD&A expenses impact	$	5,889	$	5,694	$	17,751	$	15,730

Interest expense, net impact:	Interest expense, net impact:									Interest expense, net impact:
Interest expense on financing lease obligations	Interest expense on financing lease obligations	$	241	$	715	$	507	$	1,417	Interest expense on financing lease obligations	$	613	$	666	$	1,120	$	2,083
Total interest expense, net impact	Total interest expense, net impact	$	241	$	715	$	507	$	1,417	Total interest expense, net impact	$	613	$	666	$	1,120	$	2,083

Total lease cost	Total lease cost	$	10,768	$	9,670	$	21,503	$	19,422	Total lease cost	$	12,253	$	10,883	$	33,756	$	30,305

The future minimum lease payments related to the Company’s ~~lease portfolio~~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 ~~June 28,~~September 27, 2020:


(in thousands)	(in thousands)	Operating Leases		Financing Leases		Total		(in thousands)	Operating Leases		Financing Leases		Total
Remainder of 2020	Remainder of 2020	$	11,371	$	3,518	$	14,889	Remainder of 2020	$	5,882	$	1,760	$	7,642
2021	2021	21,017		2,628		23,645		2021	22,603		7,079		29,682
2022	2022	18,264		2,694		20,958		2022	19,535		7,145		26,680
2023	2023	15,971		2,750		18,721		2023	16,839		7,201		24,040
2024	2024	15,326		2,808		18,134		2024	15,336		7,396		22,732
Thereafter	Thereafter	90,229		5,407		95,636		Thereafter	91,125		63,421		154,546
Total minimum lease payments including interest	Total minimum lease payments including interest	$	172,178	$	19,805	$	191,983	Total minimum lease payments including interest	$	171,320	$	94,002	$	265,322
Less: Amounts representing interest	Less: Amounts representing interest	32,523		2,786		35,309		Less: Amounts representing interest	31,220		17,005		48,225
Present value of minimum lease principal payments	Present value of minimum lease principal payments	139,655		17,019		156,674		Present value of minimum lease principal payments	140,100		76,997		217,097
Less: Current portion of lease liabilities - operating and financing leases	Less: Current portion of lease liabilities - operating and financing leases	17,602		4,070		21,672		Less: Current portion of lease liabilities - operating and financing leases	18,812		5,814		24,626
Noncurrent portion of lease liabilities - operating and financing leases	Noncurrent portion of lease liabilities - operating and financing leases	$	122,053	$	12,949	$	135,002	Noncurrent portion of lease liabilities - operating and financing leases	$	121,288	$	71,183	$	192,471

1716

Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of December 29, 2019:


(in thousands)	Operating Leases		Financing Leases		Total
2020	$	19,236	$	10,611	$	29,847
2021	16,815		6,215		23,030
2022	14,016		2,694		16,710
2023	11,704		2,750		14,454
2024	10,989		2,808		13,797
Thereafter	67,556		5,406		72,962
Total minimum lease payments including interest	$	140,316	$	30,484	$	170,800
Less: Amounts representing interest	27,527		3,678		31,205
Present value of minimum lease principal payments	112,789		26,806		139,595
Less: Current portion of lease liabilities - operating and financing leases	15,024		9,403		24,427
Noncurrent portion of lease liabilities - operating and financing leases	$	97,765	$	17,403	$	115,168

Following is a summary of ~~balances related to~~ the Company’s ~~lease portfolio~~leases within the condensed consolidated statements of cash flows:


		First Half							First Nine Months
(in thousands)	(in thousands)	2020		2019		(in thousands)	2020		2019
Cash flows from operating activities impact:	Cash flows from operating activities impact:					Cash flows from operating activities impact:
Operating leases	Operating leases	$	8,633	$	8,515	Operating leases	$	14,134	$	13,576
Interest payments on financing lease obligations	Interest payments on financing lease obligations	507		1,417		Interest payments on financing lease obligations	1,120		2,083
Total cash flows from operating activities impact	Total cash flows from operating activities impact	$	9,140	$	9,932	Total cash flows from operating activities impact	$	15,254	$	15,659

Cash flows from financing activities impact:	Cash flows from financing activities impact:					Cash flows from financing activities impact:
Principal payments on financing lease obligations	Principal payments on financing lease obligations	$	3,001	$	4,261	Principal payments on financing lease obligations	$	4,428	$	6,441
Total cash flows from financing activities impact	Total cash flows from financing activities impact	$	3,001	$	4,261	Total cash flows from financing activities impact	$	4,428	$	6,441

~~10.~~11. Distribution Agreements, Net

Distribution agreements, net, which are amortized on a straight-line basis and have an estimated useful life of 10 to 40 years, consisted of the following:


(in thousands)	(in thousands)	June 28, 2020		December 29, 2019		(in thousands)	September 27, 2020		December 29, 2019
Distribution agreements at cost	Distribution agreements at cost	$	950,549	$	950,549	Distribution agreements at cost	$	951,677	$	950,549
Less: Accumulated amortization	Less: Accumulated amortization	86,595		74,453		Less: Accumulated amortization	92,674		74,453
Distribution agreements, net	Distribution agreements, net	$	863,954	$	876,096	Distribution agreements, net	$	859,003	$	876,096

~~11.~~12. Customer Lists and Other Identifiable Intangible Assets, Net

Customer lists and other identifiable intangible assets, net, which are amortized on a straight-line basis and have an estimated useful life of 5five to 12 years, consisted of the following:

(in thousands) June 28, 2020 December 29, 2019
Customer lists and other identifiable intangible assets at cost $ 25,288 $ 25,288
Less: Accumulated amortization 11,564 10,645
Customer lists and other identifiable intangible assets, net $ 13,724 $ 14,643


(in thousands)	September 27, 2020		December 29, 2019
Customer lists and other identifiable intangible assets at cost	$	25,288	$	25,288
Less: Accumulated amortization	12,024		10,645
Customer lists and other identifiable intangible assets, net	$	13,264	$	14,643

~~12.~~

13. Other Accrued Liabilities

Other accrued liabilities consisted of the following:


(in thousands)	(in thousands)	June 28, 2020		December 29, 2019		(in thousands)	September 27, 2020		December 29, 2019
Accrued insurance costs	Accrued insurance costs	$	47,629	$	44,584	Accrued insurance costs	$	47,775	$	44,584
Current portion of acquisition related contingent consideration	Current portion of acquisition related contingent consideration	34,388		41,087		Current portion of acquisition related contingent consideration	41,912		41,087
Accrued marketing costs	Accrued marketing costs	34,346		34,947		Accrued marketing costs	35,906		34,947
Employee and retiree benefit plan accruals	Employee and retiree benefit plan accruals	29,752		33,699		Employee and retiree benefit plan accruals	27,819		33,699
Current portion of deferred payroll taxes under CARES Act						Current portion of deferred payroll taxes under CARES Act	12,324		—
Accrued taxes (other than income taxes)	Accrued taxes (other than income taxes)	10,061		6,366		Accrued taxes (other than income taxes)	9,076		6,366
Commodity hedges at fair market value		2,918		1,174
Checks and transfers yet to be presented for payment from zero balance cash accounts	Checks and transfers yet to be presented for payment from zero balance cash accounts	2,412		20,199		Checks and transfers yet to be presented for payment from zero balance cash accounts	3,140		20,199
Current deferred proceeds from Territory Conversion Fee	Current deferred proceeds from Territory Conversion Fee	2,286		2,286		Current deferred proceeds from Territory Conversion Fee	2,286		2,286
Commodity derivative instruments at fair market value						Commodity derivative instruments at fair market value	1,376		1,174
Federal income taxes	Federal income taxes	—		1,651		Federal income taxes	0		1,651
All other accrued expenses	All other accrued expenses	26,226		22,841		All other accrued expenses	25,908		22,841
Total other accrued liabilities	Total other accrued liabilities	$	190,018	$	208,834	Total other accrued liabilities	$	207,522	$	208,834

The Company has taken advantage of certain provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which allow an employer to defer the deposit and payment of the employer’s portion of social security taxes that would otherwise be due on or after March 27, 2020 and before January 1, 2021. The law permits an employer to deposit half of these deferred payments by December 31, 2021 and the other half by December 31, 2022. The Company intends to repay a portion of the deferred payroll taxes in the next 12 months and has classified this portion as current.

~~13.~~14. Derivative Financial Instruments

The Company is subject to the risk of increased costs arising from adverse changes in certain commodity prices. In the normal course of business, the Company manages these risks through a variety of strategies, including the use of commodity derivative instruments. The Company does not use commodity derivative instruments for trading or speculative purposes. ~~All derivative instruments are recorded at fair value as either assets or liabilities in the condensed consolidated balance sheets.~~ These commodity derivative instruments are not designated as hedging instruments under GAAP and are used as “economic hedges” to manage certain commodity price risk. Derivative instruments held are marked to market on a monthly basis and recognized in earnings consistent with the expense classification of the underlying hedged item. Settlements of derivative agreements are included in cash flows from operating activities in the condensed consolidated statements of cash flows.

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 parties.

Commodity derivative instruments held by the Company are marked to market on a monthly basis and recognized in earnings consistent with the expense classification of the underlying hedged item. Settlements of commodity derivative instruments are included in cash flows from operating activities in the condensed consolidated statements of cash flows. The following table summarizes pre-tax changes in the fair ~~value~~values of the Company’s commodity derivative ~~financial~~ instruments and the classification of such changes in the condensed consolidated statements of operations:


			Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	Classification of Gain (Loss)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Commodity hedges		Cost of sales	$	1,266	$	(4,874)	$	(270)	$	(969)
Commodity hedges		Selling, delivery and administrative expenses	805		(66)		(1,524)		2,649
Cost of sales											Cost of sales	$	1,194	$	487	$	924	$	(482)
Selling, delivery and administrative expenses											Selling, delivery and administrative expenses	575		(74)		(949)		2,575
Total gain (loss)	Total gain (loss)		$	2,071	$	(4,940)	$	(1,794)	$	1,680	Total gain (loss)	$	1,769	$	413	$	(25)	$	2,093

~~The following table summarizes the~~All commodity derivative instruments are recorded at fair ~~values and classification~~value as either assets or liabilities in the condensed consolidated balance ~~sheets of derivative instruments held by the Company:~~

(in thousands) Balance Sheet Classification June 28, 2020 December 29, 2019
Assets:
Commodity hedges at fair market value Prepaid expenses and other current assets $ 823 $ 1,007
Total assets $ 823 $ 1,007
Liabilities:
Commodity hedges at fair market value Other accrued liabilities $ 2,918 $ 1,174
Total liabilities $ 2,918 $ 1,174

sheets. The Company has master agreements with the counterparties to its commodity derivative ~~financial agreements~~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 condensed consolidated balance sheets and the net amounts of derivative liabilities are recognized in either other accrued liabilities or other liabilities in the condensed 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 condensed consolidated balance sheets:


(in thousands)	September 27, 2020		December 29, 2019
Assets:
Prepaid expenses and other current assets	$	1,049	$	1,007
Total assets	$	1,049	$	1,007

Liabilities:
Other accrued liabilities	$	1,376	$	1,174
Total liabilities	$	1,376	$	1,174

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) June 28, 2020 December 29, 2019
Gross derivative assets $ 904 $ 3,298
Gross derivative liabilities 2,999 3,465


(in thousands)	September 27, 2020		December 29, 2019
Gross commodity derivative instrument assets	$	1,049	$	3,298
Gross commodity derivative instrument liabilities	1,376		3,465

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

(in thousands) June 28, 2020 December 29, 2019
Notional amount of outstanding commodity derivative agreements $ 123,428 $ 171,699
Latest maturity date of outstanding commodity derivative agreements December 2020 December 2020

(in thousands)

September 27, 2020

December 29, 2019

Notional amount of outstanding commodity derivative instruments

73,010

171,699

Latest maturity date of outstanding commodity derivative instruments

December 2020

~~14.~~15. 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.

The ~~following~~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 ~~non-qualified~~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 ~~value~~values of the securities held within the mutual funds.

Commodity ~~hedging agreements~~derivative instruments

Level 2

The fair values of the Company’s commodity ~~hedging agreements~~derivative instruments are based on current settlement values at each balance sheet ~~date. The fair values of the commodity hedging agreements at each balance sheet~~ date, which represent the estimated amounts the Company would have received or paid upon termination of these ~~agreements.~~instruments. The Company’s credit risk related to the commodity derivative ~~financial~~ 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 ~~financial~~ instruments.

Nonpublic variable rate debt

Level 2

The carrying amounts of the Company’s nonpublic variable rate debt approximate ~~their~~the fair values due to variable interest rates with short reset periods.

Nonpublic fixed rate debt

Level 2

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

Public debt securities

Level 2

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

Acquisition related contingent consideration

Level 3

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

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


		June 28, 2020																			September 27, 2020
(in thousands)	(in thousands)	Carrying Amount		Total Fair Value		Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		(in thousands)	Carrying Amount		Total Fair Value		Fair Value Level 1		Fair Value Level 2		Fair Value Level 3
Assets:	Assets:											Assets:
Deferred compensation plan assets	Deferred compensation plan assets	$	43,904	$	43,904	$	43,904	$	—	$	—	Deferred compensation plan assets	$	46,602	$	46,602	$	46,602	$	0	$	0
Commodity hedging agreements		823		823		—		823		—
Commodity derivative instruments												Commodity derivative instruments	1,049		1,049		0		1,049		0
Liabilities:	Liabilities:											Liabilities:
Deferred compensation plan liabilities	Deferred compensation plan liabilities	43,904		43,904		43,904		—		—		Deferred compensation plan liabilities	46,602		46,602		46,602		0		0
Commodity hedging agreements		2,918		2,918		—		2,918		—
Commodity derivative instruments												Commodity derivative instruments	1,376		1,376		0		1,376		0
Nonpublic variable rate debt	Nonpublic variable rate debt	247,338		247,500		—		247,500		—		Nonpublic variable rate debt	239,882		240,000		0		240,000		0
Nonpublic fixed rate debt	Nonpublic fixed rate debt	374,734		391,700		—		391,700		—		Nonpublic fixed rate debt	374,747		402,500		0		402,500		0
Public debt securities	Public debt securities	348,102		385,000		—		385,000		—		Public debt securities	348,238		390,200		0		390,200		0
Acquisition related contingent consideration	Acquisition related contingent consideration	441,113		441,113		—		—		441,113		Acquisition related contingent consideration	448,653		448,653		0		0		448,653


		December 29, 2019																			December 29, 2019
(in thousands)	(in thousands)	Carrying Amount		Total Fair Value		Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		(in thousands)	Carrying Amount		Total Fair Value		Fair Value Level 1		Fair Value Level 2		Fair Value Level 3
Assets:	Assets:											Assets:
Deferred compensation plan assets	Deferred compensation plan assets	$	42,543	$	42,543	$	42,543	$	—	$	—	Deferred compensation plan assets	$	42,543	$	42,543	$	42,543	$	0	$	0
Commodity hedging agreements		1,007		1,007		—		1,007		—
Commodity derivative instruments												Commodity derivative instruments	1,007		1,007		0		1,007		0
Liabilities:	Liabilities:											Liabilities:
Deferred compensation plan liabilities	Deferred compensation plan liabilities	42,543		42,543		42,543		—		—		Deferred compensation plan liabilities	42,543		42,543		42,543		0		0
Commodity hedging agreements		1,174		1,174		—		1,174		—
Commodity derivative instruments												Commodity derivative instruments	1,174		1,174		0		1,174		0
Nonpublic variable rate debt	Nonpublic variable rate debt	307,250		307,500		—		307,500		—		Nonpublic variable rate debt	307,250		307,500		0		307,500		0
Nonpublic fixed rate debt	Nonpublic fixed rate debt	374,723		383,900		—		383,900		—		Nonpublic fixed rate debt	374,723		383,900		0		383,900		0
Public debt securities	Public debt securities	347,947		367,300		—		367,300		—		Public debt securities	347,947		367,300		0		367,300		0
Acquisition related contingent consideration	Acquisition related contingent consideration	446,684		446,684		—		—		446,684		Acquisition related contingent consideration	446,684		446,684		0		0		446,684

The acquisition related contingent consideration iswas valued using a probability weighted discounted cash flow model based on internal forecasts and the WACC derived from market data, which are considered Level 3 inputs. Each reporting period, the Company adjusts its acquisition related contingent consideration liability related to the distribution territories to fair value by discounting future expected sub-bottling payments required under the CBA using the Company’s estimated WACC.

The future expected sub-bottling payments extend through the life of ~~the~~ applicable distribution assets acquired from CCR, which is generally 40 years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the amounts that will be paid in the future under the CBA, and current sub-bottling payments (all Level 3 inputs). Changes in any of these Level 3 inputs, particularly the underlying risk-free interest rate used to estimate the Company’s WACC, could result in material changes to the fair value of the acquisition related contingent consideration liability and could materially impact the amount of non-cash income or expense recorded each reporting period.

The acquisition related contingent consideration liability is the Company’s only Level 3 asset or liability. A ~~reconciliation~~summary of the Level 3 activity is as follows:


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Beginning balance - Level 3 liability	Beginning balance - Level 3 liability	$	437,094	$	393,007	$	446,684	$	382,898	Beginning balance - Level 3 liability	$	441,113	$	412,450	$	446,684	$	382,898
Payments of acquisition related contingent consideration	Payments of acquisition related contingent consideration	(10,079)		(6,599)		(20,531)		(12,836)		Payments of acquisition related contingent consideration	(11,468)		(5,948)		(31,999)		(18,784)
Reclassification to current payables	Reclassification to current payables	(450)		(3,180)		(300)		(880)		Reclassification to current payables	(800)		(60)		(1,100)		(940)
Increase in fair value	Increase in fair value	14,548		29,222		15,260		43,268		Increase in fair value	19,808		18,749		35,068		62,017
Ending balance - Level 3 liability	Ending balance - Level 3 liability	$	441,113	$	412,450	$	441,113	$	412,450	Ending balance - Level 3 liability	$	448,653	$	425,191	$	448,653	$	425,191

The increase in the fair value of the acquisition related contingent consideration liability during the first ~~half~~nine months of 2020 was primarily driven by changes in future cash flow projections of the distribution territories subject to sub-bottling fees, partially offset by an increase in the discount rate used to calculate the fair ~~values.~~value. The increase in the fair value of the acquisition related contingent consideration liability during the first ~~half~~nine months of 2019 was primarily driven by a decrease in the discount rate used to calculate the fair value and changes in future cash flow projections of the distribution territories subject to sub-bottling fees. These fair value adjustments were recorded in other expense, net in the condensed consolidated statements of operations.

The anticipated amount the Company could pay annually under acquisition related contingent consideration arrangements is expected to be in the range of $28 million to ~~$52~~$53 million.

~~15.~~16. Income Taxes

The Company’s effective income tax rate, calculated by dividing income tax expense by income before income taxes minus net income attributable to noncontrolling interest, was ~~27.5%~~26.8% for the first ~~half~~nine months of 2020 and ~~32.8%~~33.4% for the first ~~half~~nine months of 2019.

The Company had uncertain tax positions, including accrued interest, of $3.4 million on ~~June 28,~~September 27, 2020 and $2.5 million on December 29, 2019, all of which would affect the Company’s effective income tax rate if recognized. While it is expected the amount of uncertain tax positions may change in the next 12 months, the Company does not expect such change would have a significant impact on the condensed consolidated financial statements.

Prior tax years beginning in year 2002 remain open to examination by the Internal Revenue Service, and various tax years beginning in year 1998 remain open to examination by certain state taxing authorities.

~~16.~~17. Pension and Postretirement Benefit Obligations

Pension Plans

There are two Company-sponsored pension plans. The primary Company-sponsored pension plan was frozen as of June 30, 2006 and no benefits accrued to participants after this date. The second Company-sponsored pension plan (the “Bargaining Plan”) is for certain employees under collective bargaining agreements. Benefits under the Bargaining Plan are determined in accordance with negotiated formulas for the respective participants. Contributions to the plans are based on actuarially determined amounts and are limited to ~~the~~ amounts currently deductible for income tax purposes.

The components of net periodic pension cost were as follows:


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Service cost	Service cost	$	1,658	$	1,206	$	3,317	$	2,413	Service cost	$	1,659	$	1,207	$	4,976	$	3,620
Interest cost	Interest cost	2,760		3,062		5,520		6,125		Interest cost	2,760		3,063		8,280		9,188
Expected return on plan assets	Expected return on plan assets	(3,383)		(2,574)		(6,766)		(5,148)		Expected return on plan assets	(3,382)		(2,574)		(10,148)		(7,722)
Recognized net actuarial loss	Recognized net actuarial loss	1,190		900		2,379		1,801		Recognized net actuarial loss	1,189		901		3,568		2,702
Amortization of prior service cost	Amortization of prior service cost	4		7		9		12		Amortization of prior service cost	5		5		14		17
Net periodic pension cost	Net periodic pension cost	$	2,229	$	2,601	$	4,459	$	5,203	Net periodic pension cost	$	2,231	$	2,602	$	6,690	$	7,805

The Company ~~did 0t make any contributions~~contributed $16.3 million to the 2 Company-sponsored pension plans during the first ~~half~~nine months of ~~2020. Contributions to~~2020 and does 0t anticipate making additional contributions during the ~~2 Company-sponsored pension plans are expected to be in the range of $8 million to $12 million for the remainder~~fourth quarter of 2020.

Postretirement Benefits

The Company provides postretirement benefits for employees meeting specified criteria. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’ periods of active service. The Company does not pre-fund these benefits and has the right to modify or terminate certain of these benefits in the future.

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


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Service cost	Service cost	$	376	$	389	$	752	$	778	Service cost	$	376	$	389	$	1,128	$	1,167
Interest cost	Interest cost	504		693		1,007		1,386		Interest cost	504		694		1,511		2,080
Recognized net actuarial loss	Recognized net actuarial loss	87		195		175		391		Recognized net actuarial loss	88		196		263		587
Amortization of prior service cost	Amortization of prior service cost	—		(322)		—		(646)		Amortization of prior service cost	0		(324)		0		(970)
Net periodic postretirement benefit cost	Net periodic postretirement benefit cost	$	967	$	955	$	1,934	$	1,909	Net periodic postretirement benefit cost	$	968	$	955	$	2,902	$	2,864

~~17.~~18. Other Liabilities

Other liabilities consisted of the following:


(in thousands)	(in thousands)	June 28, 2020		December 29, 2019		(in thousands)	September 27, 2020		December 29, 2019
Noncurrent portion of acquisition related contingent consideration	Noncurrent portion of acquisition related contingent consideration	$	406,725	$	405,597	Noncurrent portion of acquisition related contingent consideration	$	406,741	$	405,597
Accruals for executive benefit plans	Accruals for executive benefit plans	135,001		141,380		Accruals for executive benefit plans	140,795		141,380
Noncurrent deferred proceeds from Territory Conversion Fee	Noncurrent deferred proceeds from Territory Conversion Fee	81,733		82,877		Noncurrent deferred proceeds from Territory Conversion Fee	81,162		82,877
Noncurrent deferred proceeds from Legacy Facilities Credit	Noncurrent deferred proceeds from Legacy Facilities Credit	29,170		29,569		Noncurrent deferred proceeds from Legacy Facilities Credit	28,970		29,569
Deferral of payroll taxes under CARES Act		13,128		—
Noncurrent portion of deferred payroll taxes under CARES Act						Noncurrent portion of deferred payroll taxes under CARES Act	12,324		—
Other	Other	8,912		9,143		Other	9,369		9,143
Total other liabilities	Total other liabilities	$	674,669	$	668,566	Total other liabilities	$	679,361	$	668,566

~~18.~~19. Long-Term Debt

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

(in thousands)

Maturity
Date

Interest
Rate

Interest
Paid

Public or
Nonpublic

June 28,
2020

December 29,
2019

(in thousands)

Maturity
Date

Interest
Rate

Interest
Paid

Public or
Nonpublic

September 27,
2020

December 29,
2019

Term loan facility⁽¹⁾

6/7/2021

Variable

Varies

Nonpublic

247,500

262,500

Term loan facility(1)

6/7/2021

Variable

Varies

Nonpublic

240,000

262,500

Senior notes

2/27/2023

3.28%

Semi-annually

Nonpublic

125,000

Senior notes

2/27/2023

3.28%

Semi-annually

Nonpublic

125,000

Revolving credit facility⁽²⁾

6/8/2023

Variable

Varies

Nonpublic

—

45,000

Revolving credit facility(2)

6/8/2023

Variable

Varies

Nonpublic

45,000

Senior notes

11/25/2025

3.80%

Semi-annually

Public

350,000

Senior notes

11/25/2025

3.80%

Semi-annually

Public

350,000

Senior notes

10/10/2026

3.93%

Quarterly

Nonpublic

100,000

Senior notes

10/10/2026

3.93%

Quarterly

Nonpublic

100,000

Senior notes

3/21/2030

3.96%

Quarterly

Nonpublic

150,000

Senior notes

3/21/2030

3.96%

Quarterly

Nonpublic

150,000

Unamortized discount on senior notes⁽³⁾

11/25/2025

(48)

(52)

Unamortized discount on senior notes(3)

11/25/2025

(45)

(52)

Debt issuance costs

(2,278)

(2,528)

Debt issuance costs

(2,088)

(2,528)

Long-term debt

970,174

1,029,920

Long-term debt

962,867

1,029,920

⁽¹⁾The Company intends to refinance principal payments due in the next 12 months under the term loan facility, and has the capacity to do so under its revolving credit facility, which is classified as long-term debt. As such, any amounts due in the next 12 months were classified as noncurrent.

⁽²⁾The Company’s revolving credit facility has an aggregate maximum borrowing capacity of $500 million, which may be increased at the Company’s option to $750 million, subject to obtaining commitments from the lenders and satisfying other conditions specified in the credit agreement. The Company currently believes all banks participating in the revolving credit facility have the ability to and will meet any funding requests from the Company.

⁽³⁾The senior notes due in 2025 were issued at 99.975% of par.

The Company mitigates its financing risk by using multiple financial institutions and only entering into credit arrangements with institutions with investment grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis.

In 2019, the Company entered into a $100 million fixed rate swap maturing June 7, 2021, to hedge a portion of the interest rate risk on the Company’s term loan facility. This interest rate swap is designated as a cash flow hedging instrument and changes in its fair value are not expected to be material to the condensed consolidated balance sheets. Changes in the fair value of this interest rate swap were classified as accumulated other comprehensive loss on the condensed consolidated balance sheets and included in the condensed consolidated statements of comprehensive income.

The ~~indentures~~indenture under which the Company’s public debt was issued dodoes not include financial covenants but dodoes limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts. The agreements under which the Company’s nonpublic debt was issued include two financial covenants: a consolidated cash flow/fixed charges ratio and a consolidated funded indebtedness/cash flow ratio, each as defined in the respective ~~agreements.~~agreement. The Company was in compliance with these covenants as of ~~June 28,~~September 27, 2020. These covenants do not currently, and the Company does not anticipate they will, restrict its liquidity or capital resources.

All outstanding long-term debt has been issued by the Company and NaN has been issued by any of its subsidiaries. There are 0 guarantees of the Company’s debt.

~~19.~~20. Commitments and Contingencies

Manufacturing Cooperatives

The Company is obligated to purchase at least 80% of its requirements of plastic bottles for certain designated territories from Southeastern. The Company is also obligated to purchase 17.5 million cases of finished product from SAC on an annual basis through June 2024. The Company purchased ~~15.1~~21.9 million cases and ~~14.3~~22.2 million cases of finished product from SAC in the first ~~half~~nine months of 2020 and the first ~~half~~nine months of 2019, respectively.

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


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Purchases from Southeastern	Purchases from Southeastern	$	32,611	$	36,614	$	63,639	$	70,940	Purchases from Southeastern	$	31,196	$	31,178	$	94,835	$	102,118
Purchases from SAC	Purchases from SAC	40,385		39,993		82,219		77,439		Purchases from SAC	37,006		42,870		119,225		120,309
Total purchases from manufacturing cooperatives	Total purchases from manufacturing cooperatives	$	72,996	$	76,607	$	145,858	$	148,379	Total purchases from manufacturing cooperatives	$	68,202	$	74,048	$	214,060	$	222,427

The Company guarantees a portion of SAC’s debt, which expires at various dates through 2024. The amount guaranteed was $14.7 million on both ~~June 28,~~September 27, 2020 and December 29, 2019. In the event SAC fails to fulfill its commitments under the related debt, the Company would be responsible for payment to the lenders up to the level of the guarantee. The Company does not anticipate SAC will fail to fulfill its commitments related to the debt. The Company further believes SAC has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust selling prices of its products to adequately mitigate the risk of material loss from the Company’s guarantee.

The Company holds no assets as collateral against the SAC guarantee, the fair value of which is immaterial to the condensed consolidated financial statements. The Company monitors its investment in SAC and would be required to write down its investment if an impairment, ~~was identified and the Company determined it to be~~ other than ~~temporary.~~a temporary impairment, was identified. NaN impairment of the Company’s investment in SAC was identified as of ~~June 28,~~September 27, 2020, and there was 0 impairment identified in 2019.

Other Commitments and Contingencies

The Company has standby letters of credit, primarily related to its property and casualty insurance programs. These letters of credit totaled $37.6 million on ~~June 28,~~September 27, 2020 and $35.6 million on December 29, 2019.

The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations. As of ~~June 28,~~September 27, 2020, the future payments related to these contractual arrangements, which expire at various dates through 2033, amounted to ~~$178.1~~$168.1 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 ~~that~~ the ultimate disposition of these matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. No material amount of loss in excess of recorded amounts is believed to be reasonably possible as a result of these claims and legal proceedings.

The Company is subject to audits by tax authorities in jurisdictions where it conducts business. These audits may result in assessments that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for any assessments likely to result from these audits; however, final assessments, if any, could be different than the amounts recorded in the condensed consolidated financial statements.

~~20.~~21. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (“AOCI(L)”) is comprised of adjustments ~~relative~~ to the Company’s pension and postretirement medical benefit plans, the interest rate swap on the Company’s term loan facility and the foreign currency translation ~~adjustments required~~ for a subsidiary of the Company that performs data analysis and provides consulting services outside the United States.

AFollowing is a summary of AOCI(L) for the ~~second~~third quarter of 2020 and the ~~second~~third quarter of ~~2019 is as follows:~~2019:


(in thousands)	(in thousands)	March 29, 2020		Pre-tax Activity		Tax Effect		June 28, 2020		(in thousands)	June 28, 2020		Pre-tax Activity		Tax Effect		September 27, 2020
Net pension activity:	Net pension activity:									Net pension activity:
Actuarial loss	Actuarial loss	$	(92,278)	$	1,190	$	(293)	$	(91,381)	Actuarial loss	$	(91,381)	$	1,189	$	(293)	$	(90,485)
Prior service costs	Prior service costs	(3)		4		(1)		—		Prior service costs	0		5		(1)		4
Net postretirement benefits activity:	Net postretirement benefits activity:									Net postretirement benefits activity:
Actuarial loss	Actuarial loss	(1,125)		87		(21)		(1,059)		Actuarial loss	(1,059)		88		(22)		(993)
Prior service costs	Prior service costs	(624)		—		—		(624)		Prior service costs	(624)		0		0		(624)
Interest rate swap	Interest rate swap	(1,285)		3		(1)		(1,283)		Interest rate swap	(1,283)		402		(99)		(980)
Foreign currency translation adjustment	Foreign currency translation adjustment	(17)		4		(1)		(14)		Foreign currency translation adjustment	(14)		15		(4)		(3)
Reclassification of stranded tax effects	Reclassification of stranded tax effects	(19,720)		—		—		(19,720)		Reclassification of stranded tax effects	(19,720)		0		0		(19,720)
Total AOCI(L)	Total AOCI(L)	$	(115,052)	$	1,288	$	(317)	$	(114,081)	Total AOCI(L)	$	(114,081)	$	1,699	$	(419)	$	(112,801)


(in thousands)	(in thousands)	March 31, 2019		Pre-tax Activity		Tax Effect		June 30, 2019		(in thousands)	June 30, 2019		Pre-tax Activity		Tax Effect		September 29, 2019
Net pension activity:	Net pension activity:									Net pension activity:
Actuarial loss	Actuarial loss	$	(72,011)	$	900	$	(221)	$	(71,332)	Actuarial loss	$	(71,332)	$	901	$	(222)	$	(70,653)
Prior service costs	Prior service costs	(20)		7		(2)		(15)		Prior service costs	(15)		5		(1)		(11)
Net postretirement benefits activity:	Net postretirement benefits activity:									Net postretirement benefits activity:
Actuarial loss	Actuarial loss	(4,754)		195		(48)		(4,607)		Actuarial loss	(4,607)		196		(48)		(4,459)
Prior service costs	Prior service costs	107		(322)		79		(136)		Prior service costs	(136)		(324)		80		(380)
Interest rate swap										Interest rate swap	0		(496)		122		(374)
Foreign currency translation adjustment	Foreign currency translation adjustment	(9)		7		(2)		(4)		Foreign currency translation adjustment	(4)		(23)		6		(21)
Reclassification of stranded tax effects	Reclassification of stranded tax effects	(19,720)		—		—		(19,720)		Reclassification of stranded tax effects	(19,720)		0		0		(19,720)
Total AOCI(L)	Total AOCI(L)	$	(96,407)	$	787	$	(194)	$	(95,814)	Total AOCI(L)	$	(95,814)	$	259	$	(63)	$	(95,618)

AFollowing is a summary of AOCI(L) for the first ~~half~~nine months of 2020 and the first ~~half~~nine months of ~~2019 is as follows:~~

(in thousands) December 29, 2019 Pre-tax Activity Tax Effect June 28, 2020
Net pension activity:
Actuarial loss $ (93,174) $ 2,379 $ (586) $ (91,381)
Prior service costs (7) 9 (2) —
Net postretirement benefits activity:
Actuarial loss (1,191) 175 (43) (1,059)
Prior service costs (624) — — (624)
Interest rate swap (270) (1,344) 331 (1,283)
Foreign currency translation adjustment (16) 3 (1) (14)
Reclassification of stranded tax effects (19,720) — — (19,720)
Total AOCI(L) $ (115,002) $ 1,222 $ (301) $ (114,081)
2019:


(in thousands)	(in thousands)	December 30, 2018		Pre-tax Activity		Tax Effect		June 30, 2019		(in thousands)	December 29, 2019		Pre-tax Activity		Tax Effect		September 27, 2020
Net pension activity:	Net pension activity:									Net pension activity:
Actuarial loss	Actuarial loss	$	(72,690)	$	1,801	$	(443)	$	(71,332)	Actuarial loss	$	(93,174)	$	3,568	$	(879)	$	(90,485)
Prior service costs	Prior service costs	(24)		12		(3)		(15)		Prior service costs	(7)		14		(3)		4
Net postretirement benefits activity:	Net postretirement benefits activity:									Net postretirement benefits activity:
Actuarial loss	Actuarial loss	(4,902)		391		(96)		(4,607)		Actuarial loss	(1,191)		263		(65)		(993)
Prior service costs	Prior service costs	351		(646)		159		(136)		Prior service costs	(624)		0		0		(624)
Interest rate swap										Interest rate swap	(270)		(942)		232		(980)
Foreign currency translation adjustment	Foreign currency translation adjustment	—		(3)		(1)		(4)		Foreign currency translation adjustment	(16)		18		(5)		(3)
Reclassification of stranded tax effects	Reclassification of stranded tax effects	—		—		(19,720)		(19,720)		Reclassification of stranded tax effects	(19,720)		0		0		(19,720)
Total AOCI(L)	Total AOCI(L)	$	(77,265)	$	1,555	$	(20,104)	$	(95,814)	Total AOCI(L)	$	(115,002)	$	2,921	$	(720)	$	(112,801)


(in thousands)	December 30, 2018		Pre-tax Activity		Tax Effect		September 29, 2019
Net pension activity:
Actuarial loss	$	(72,690)	$	2,702	$	(665)	$	(70,653)
Prior service costs	(24)		17		(4)		(11)
Net postretirement benefits activity:
Actuarial loss	(4,902)		587		(144)		(4,459)
Prior service costs	351		(970)		239		(380)
Interest rate swap	0		(496)		122		(374)
Foreign currency translation adjustment	0		(26)		5		(21)
Reclassification of stranded tax effects	0		0		(19,720)		(19,720)
Total AOCI(L)	$	(77,265)	$	1,814	$	(20,167)	$	(95,618)

Following is a summary of the impact of AOCI(L) on ~~certain~~the condensed consolidated statements of ~~operations line items is as follows:~~operations:


		Second Quarter 2020																			Third Quarter 2020
(in thousands)	(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity		Interest Rate Swap		Foreign Currency Translation Adjustment		Total		(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity		Interest Rate Swap		Foreign Currency Translation Adjustment		Total
Cost of sales	Cost of sales	$	360	$	57	$	—	$	—	$	417	Cost of sales	$	363	$	55	$	0	$	0	$	418
Selling, delivery and administrative expenses	Selling, delivery and administrative expenses	834		30		3		4		871		Selling, delivery and administrative expenses	831		33		402		15		1,281
Subtotal pre-tax	Subtotal pre-tax	1,194		87		3		4		1,288		Subtotal pre-tax	1,194		88		402		15		1,699
Income tax expense	Income tax expense	294		21		1		1		317		Income tax expense	294		22		99		4		419
Total after tax effect	Total after tax effect	$	900	$	66	$	2	$	3	$	971	Total after tax effect	$	900	$	66	$	303	$	11	$	1,280


		Second Quarter 2019																			Third Quarter 2019
(in thousands)	(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity		Interest Rate Swap		Foreign Currency Translation Adjustment		Total		(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity		Interest Rate Swap		Foreign Currency Translation Adjustment		Total
Cost of sales	Cost of sales	$	266	$	(66)	$	—	$	—	$	200	Cost of sales	$	265	$	(67)	$	0	$	0	$	198
Selling, delivery and administrative expenses	Selling, delivery and administrative expenses	641		(61)		—		7		587		Selling, delivery and administrative expenses	641		(61)		(496)		(23)		61
Subtotal pre-tax	Subtotal pre-tax	907		(127)		—		7		787		Subtotal pre-tax	906		(128)		(496)		(23)		259
Income tax expense (benefit)		223		(31)		—		2		194
Income tax expense												Income tax expense	223		(32)		(122)		(6)		63
Total after tax effect	Total after tax effect	$	684	$	(96)	$	—	$	5	$	593	Total after tax effect	$	683	$	(96)	$	(374)	$	(17)	$	196


	First Nine Months 2020
(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity		Interest Rate Swap		Foreign Currency Translation Adjustment		Total
Cost of sales	$	1,057	$	160	$	0	$	0	$	1,217
Selling, delivery and administrative expenses	2,525		103		(942)		18		1,704
Subtotal pre-tax	3,582		263		(942)		18		2,921
Income tax expense	882		65		(232)		5		720
Total after tax effect	$	2,700	$	198	$	(710)	$	13	$	2,201


	First Nine Months 2019
(in thousands)	Net Pension Activity		Net Postretirement Benefits Activity		Interest Rate Swap		Foreign Currency Translation Adjustment		Total
Cost of sales	$	794	$	(200)	$	0	$	0	$	594
Selling, delivery and administrative expenses	1,925		(183)		(496)		(26)		1,220
Subtotal pre-tax	2,719		(383)		(496)		(26)		1,814
Income tax expense	669		(95)		(122)		(5)		447
Total after tax effect	$	2,050	$	(288)	$	(374)	$	(21)	$	1,367

2725

First Half 2020
(in thousands) Net Pension Activity Net
Postretirement Benefits Activity Interest Rate Swap Foreign Currency Translation Adjustment Total
Cost of sales $ 694 $ 105 $ — $ — $ 799
Selling, delivery and administrative expenses 1,694 70 (1,344) 3 423
Subtotal pre-tax 2,388 175 (1,344) 3 1,222
Income tax expense (benefit) 588 43 (331) 1 301
Total after tax effect $ 1,800 $ 132 $ (1,013) $ 2 $ 921

First Half 2019
(in thousands) Net Pension Activity Net
Postretirement Benefits Activity Interest Rate Swap Foreign Currency Translation Adjustment Total
Cost of sales $ 529 $ (133) $ — $ — $ 396
Selling, delivery and administrative expenses 1,284 (122) — (3) 1,159
Subtotal pre-tax 1,813 (255) — (3) 1,555
Income tax expense (benefit) 446 (63) — 1 384
Total after tax effect $ 1,367 $ (192) $ — $ (4) $ 1,171

~~21.~~22. Supplemental Disclosures of Cash Flow Information

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


		First Half							First Nine Months
(in thousands)	(in thousands)	2020		2019		(in thousands)	2020		2019
Accounts receivable, trade, net		$	(30,948)	$	(20,374)
Accounts receivable from The Coca-Cola Company		14,319		(23,273)
Accounts receivable, trade						Accounts receivable, trade	$	(19,850)	$	(11,638)
Allowance for doubtful accounts						Allowance for doubtful accounts	11,268		4,169
Accounts receivable from The Coca‑Cola Company						Accounts receivable from The Coca‑Cola Company	7,895		(15,509)
Accounts receivable, other	Accounts receivable, other	3,676		(8,199)		Accounts receivable, other	(1,475)		(9,621)
Inventories	Inventories	14,798		(20,865)		Inventories	18,153		(21,719)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(2,709)		(2,408)		Prepaid expenses and other current assets	(368)		(8,478)
Accounts payable, trade	Accounts payable, trade	37,015		32,761		Accounts payable, trade	40,937		44,506
Accounts payable to The Coca-Cola Company		31,081		28,237
Accounts payable to The Coca‑Cola Company						Accounts payable to The Coca‑Cola Company	26,957		23,155
Other accrued liabilities	Other accrued liabilities	(20,160)		(52,688)		Other accrued liabilities	(2,254)		(58,493)
Accrued compensation	Accrued compensation	(25,645)		(10,256)		Accrued compensation	(13,035)		(1,946)
Accrued interest payable	Accrued interest payable	(492)		(1,777)		Accrued interest payable	1,747		1,311
Change in current assets less current liabilities	Change in current assets less current liabilities	$	20,935	$	(78,842)	Change in current assets less current liabilities	$	69,975	$	(54,263)

2826

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of ~~Coca-Cola~~Coca‑Cola Consolidated, Inc., a Delaware corporation (together with its majority-owned subsidiaries, the “Company,” “we,” “us” or “our”), should be read in conjunction with the condensed consolidated financial statements of the Company and the accompanying notes to the condensed consolidated financial statements. All comparisons are to the corresponding period in the prior year unless specified otherwise.

The Company’s fiscal year generally ends on the Sunday closest to December 31 of each year. The condensed consolidated financial statements presented are:

•The financial position as of ~~June 28,~~September 27, 2020 and December 29, 2019.

•The changes in cash flows and equity for the first ~~half~~nine months of 2020 and the first ~~half~~nine months of 2019.

~~All comparisons are to the corresponding period in the prior year unless specified otherwise.~~

The condensed consolidated financial statements include the consolidated operations of the Company and its majority-owned subsidiaries, including Piedmont ~~Coca-Cola~~Coca‑Cola Bottling Partnership (“Piedmont”), the Company’s only subsidiary with a significant noncontrolling interest. This noncontrolling interest consists of The ~~Coca-Cola~~Coca‑Cola Company’s interest in Piedmont, which was 22.7% for all periods presented.

Our Business and the Nonalcoholic Beverage Industry

We distribute, market and manufacture nonalcoholic beverages in territories spanning 14 states and the District of Columbia. The Company was incorporated in 1980 and, together with its predecessors, has been in the nonalcoholic beverage manufacturing and distribution business since 1902. We are the largest ~~Coca-Cola~~Coca‑Cola bottler in the United States. Approximately ~~85%~~84% of our total bottle/can sales volume to retail customers consists of products of The ~~Coca-Cola~~Coca‑Cola Company, which include some of the most recognized and popular beverage brands in the world. We also distribute products for several other beverage companies, including BA Sports Nutrition, LLC (“BodyArmor”), Keurig Dr Pepper Inc. (“Dr Pepper”) and Monster Energy Company. Our purpose is to honor God toin all we do, serve others, to pursue excellence and to grow profitably. Our stock is traded on the NASDAQ Global Select Market under the symbol “COKE.”

We offer a range of nonalcoholic beverage products and flavors, including both sparkling and still beverages, designed to meet the demands of our ~~consumers, including both sparkling and still beverages.~~consumers. Sparkling beverages are carbonated beverages and the Company’s principal sparkling beverage is ~~Coca-Cola.~~Coca‑Cola. Still beverages include energy products and noncarbonated beverages such as bottled water, tea, ready to drink coffee, enhanced water, juices and sports drinks.

Our 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. Other sales include sales to other ~~Coca-Cola~~Coca‑Cola bottlers, “post-mix” products, transportation revenue and equipment maintenance revenue. Post-mix products are dispensed through equipment that mixes fountain syrups with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses.

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. The Company’s products are sold and distributed in the United States through various channels, which include selling directly to ~~retail~~customers, including grocery stores, mass merchandise stores, club stores, convenience stores and ~~other outlets~~drug stores, selling to “on-premise” accounts, where products are typically consumed immediately, such as ~~food markets, institutional accounts~~restaurants, schools, amusement parks and recreational facilities, and selling through other channels such as vending machine outlets.

The nonalcoholic beverage industry is highly competitive for both sparkling and still beverages. Our competitors include bottlers and distributors of nationally and regionally advertised and marketed products, as well as bottlers and distributors of private label beverages. Our principal competitors include local bottlers of PepsiCo, Inc. products and, in some regions, local bottlers of Dr Pepper products.

The principal methods of competition in the nonalcoholic beverage industry are new brand and product introductions, point-of-sale merchandising, new vending and dispensing equipment, packaging changes, pricing, sales promotions, product quality, retail

2927

space management, customer service, frequency of distribution and advertising. We believe we are competitive in our territories with respect to these methods of competition.

Business seasonality results primarily from higher unit sales of the Company’s products in the second and third quarters of the fiscal year. We believe that we and other manufacturers from whom we purchase finished products have adequate production capacity to meet sales demand for sparkling and still beverages during these peak periods. Sales volume can also be impacted by weather conditions. Fixed costs, such as depreciation expense, are not significantly impacted by business seasonality.

Executive Summary

Physical case volume increased 3.9% in the third quarter of 2020, as sales of multi-serve packages in larger retail stores remained strong and single-serve sales began to gradually improve in small stores and accounts where our products are consumed on-premise. Sparkling category volume increased 3.6% in the third quarter of 2020, while Still beverages grew 4.5%. Still beverage sales are more tied to smaller outlets than our Sparkling category, and sales of Still products improved as certain government-imposed restrictions were eased or lifted during the third quarter. While volume growth was strong for the third quarter of 2020, sales volume softened in the last two months of the quarter.

Revenue increased 4.5% in the third quarter of 2020. Revenue from our bottle/can Sparkling beverages increased 7.0% in the third quarter of 2020, driven primarily by volume growth and price realization within this category. Sales of multi-serve PET packages were especially strong in the quarter as we adjusted our commercial plans to emphasize PET packages and limit product assortment in cans as demand for aluminum cans has exceeded supply this year. Revenue from our Still beverages increased 6.0% in the third quarter of 2020 as a result of higher sales volume in small stores and on-premise outlets. Revenue from fountain syrup, which is primarily sold through restaurants, convenience stores, amusement parks, and other on-premise outlets, declined $19.5 million, or 35.2%, during the third quarter of 2020. While the decline in fountain syrup revenue was significant, we are experiencing gradual improvement within this revenue stream as compared to the second quarter of 2020, as traffic continues to increase at our on-premise outlets.

For the first nine months of 2020, revenue increased $81.1 million, or 2.2%. While sales within our Sparkling and Still categories grew 5.8% and 3.2% for the first nine months of 2020, respectively, fountain syrup sales decreased 33.8%.

Gross profit increased $40.2 million, or 9.3%, in the third quarter of 2020, while gross margin increased 160 basis points to 35.6%. On an adjusted basis, as defined in the “Adjusted Non-GAAP Results” section below, gross profit increased $39.0 million, or 9.0%, in the third quarter of 2020. The improvement in gross profit and gross margin was primarily due to price realization within our Sparkling category, favorable input costs, and lower manufacturing costs. Gross profit in the first nine months of 2020 increased $49.7 million, or 4.0%, while gross margin increased 60 basis points to 35.1%. On an adjustedbasis, gross profit increased $47.9 million compared to the first nine months of 2019.

Selling, delivery and administrative (“SD&A”) expenses in the third quarter of 2020 decreased $9.8 million, or 2.6%. SD&A expenses as a percentage of net sales decreased 210 basis points in the third quarter of 2020. Adjusted SD&A expenses in the third quarter of 2020 decreased $7.4 million, or 2.0%. The decrease in SD&A expenses related to lower labor and benefits costs as a result of adjustments we made to our operating model earlier in the year in response to COVID-19-related impacts on our business. Additionally, we generated favorable results in a number of expense categories due to the diligent management of our variable operating expenses. SD&A expenses in the first nine months of 2020 decreased $28.8 million, or 2.6%. SD&A expenses as a percentage of net sales decreased 140 basis points in the first nine months of 2020 as compared to the first nine months of 2019.

Income from operations in the third quarter of 2020 was $103.8 million, compared to $53.8 million in the third quarter of 2019, an increase of 92.9%. Adjusted income from operations in the third quarter of 2020 was $105.2 million, an increase of 79.1%. For the first nine months of 2020, income from operations increased $78.6 million to $219.8 million. Adjusted income from operations in the first nine months of 2020 was $223.6 million, an increase of $66.6 million, or 42.4%, compared to the first nine months of 2019.

Net income in the third quarter of 2020 was $51.9 million, compared to $13.0 million in the third quarter of 2019, an improvement of $38.9 million. Net income in the third quarter of 2020 was adversely impacted by fair value adjustments to our acquisition related contingent consideration liability, driven by changes in future cash flow projections. Fair value adjustments to this liability are non-cash in nature and a routine part of our quarterly financial closing process. Net income increased $84.6 million for the first nine months of 2020 to $106.1 million, as compared to the first nine months of 2019.

Cash flows provided by operations for the first nine months of 2020 were $376.4 million, compared to $204.6 million for the first nine months of 2019. The significant increase in operating cash flows for the first nine months of 2020 was primarily a result of our strong operating performance and working capital improvement, primarily related to a reduction in inventory, the timing of accounts payable and the deferral of payroll taxes permitted under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).

COVID-19 Impact on Consumer, Customer, Teammate and Community Safety

The Company continues to diligently monitor the impact of the COVID-19 pandemic on all aspects of its business, including the impact on its consumers, customers, teammates, suppliers and distribution network. Our business has been recognized by the United States Department of Homeland Security and state and local governments in the communities in which we operate as “essential,” as all of our teammates support beverage manufacturing and distribution.

The Company has taken the following actions to protect ~~our~~its consumers, customers, teammates and communities, while it continues to manufacture and distribute ~~its~~ products:

•We continue to execute our Infectious Disease Response Plan and Incident Management Crisis Response ~~protocols~~Protocols as the macro environment moves through the Response, Reopen and Recovery phases of the COVID-19 pandemic.

•We have established a cross-functional Health & Wellness Task Force to manage and monitor all risk mitigation and safety activities related to COVID-19. In addition, a subset of leaders from the Health & Wellness Task Force conducts case management activities that follow prescribed company and other accepted standards (e.g., Centers for Disease Control and Prevention (“CDC”) and local health authorities).

•We have established a process for the reporting of COVID-19 symptoms, exposures and positive test results of teammates and of incidents in ~~our~~ customer accounts that our teammates have serviced. This reporting process enables the Company to follow appropriate quarantine protocols and to communicate to ~~our~~its workforce in a timely and appropriate manner.

•We have increased our communications with ~~our~~ teammates through podcasts, meetings, videos and emails about safety protocols, Personal Protective Equipment (“PPE”), such as disposable gloves and masks, and CDC requirements and recommendations.

•We have increased ~~our~~ sanitation protocols to sanitize equipment and common areas multiple times per day in order to mitigate risk and exposure situations.

•We have promoted hygiene practices recommended by the CDC, including social distancing requiring six or more feet between teammates where possible, and staggered work start and stop times and lunch breaks.

•We have utilized daily health and wellness monitoring, PPE and other measures to promote workplace safety and remain in compliance with local or state regulatory requirements.

•We have restricted access to our facilities for non-essential visitors, vendors and contractors. For essential visitors, vendors and contractors, we require health and wellness certifications to be completed and the use of PPE as the Company ~~deems~~determines appropriate.

•We have restricted business travel to “essential travel” to curtail exposure ~~risks~~risk for all teammates.

•We have provided sanitation solution and supplies for our front-line teammates who interact with our products, customers ~~communities~~ and ~~office environments.~~communities.

•We have implemented work-from-home routines for teammates whose work duties permit it and are utilizing virtual technology to replace many of our in-person meetings.

•We have developed a comprehensive Return to Office Program of Guidelines to manage a phased, measured approach and to prepare our higher density locations with safety modifications, signage and process changes to promote a safe work environment.

•We have offered our teammates 40 hours of supplemental sick time for non-exempt teammates to encourage our teammates to stay home if they or their family members are experiencing COVID-19 symptoms.

•We have modified our healthcare plans for COVID-19-related events to cover the costs of COVID-19 treatment to remove a barrier for our teammates to receive care if they are experiencing symptoms.

•We have worked with state and local elected officials in order to quickly implement newly enacted state and local government regulatory safety requirements and guidelines.

~~Executive Summary for~~Expected COVID-19 Impact on the ~~Second Quarter of 2020~~

Physical case volume increased 0.6% in the second quarter of 2020. COVID-19-related stay-at-home orders resulted in extreme volatility in our revenue and physical case sales during the quarter as the shift towards multi-serve packages sold in larger retail

stores caused by the closure of on-premise outlets that started during March continued during the second quarter of 2020. Volume was strong in our Sparkling category, increasing 3.7% in the second quarter of 2020. Still beverage volume declined 6.6%, as convenience retail and on-premise outlets were negatively impacted by less consumer traffic. Our Still beverage portfolio relies more heavily on single serve sales in our small stores and accounts where our products are consumed on-premise. Consumer demand was highly volatile during the quarter but improved sequentially as stay-at-home orders were lifted and local economies re-opened. Our bottle/can physical case sales volume monthly growth/(decline) compared to the same month of 2019 was (6.1)%, 1.9% and 4.7% for April, May and June 2020, respectively. We don't expect the demand experienced in June to sustain itself in future months, but we are encouraged by the volume growth generated in the second quarter of 2020.

Revenue decreased 3.6% in the second quarter of 2020. Revenue from our bottle/can Sparkling beverages increased 4.4% in the second quarter of 2020, driven primarily by volume growth and price realization within this category. Revenue from our Still beverages declined 4.7% in the second quarter of 2020 as a result of lower sales volume in small store and on-premise outlets. Revenue from fountain syrup, which is primarily sold through restaurants, convenience stores, amusement parks and other on-premise outlets, declined $29.3 million, or 56.6%, during the second quarter of 2020. The significant decline in fountain syrup revenue is a direct result of the previously mentioned stay-at-home orders. For the first half of 2020, revenue increased $23.7 million, or 1.0%. While sales within our Sparkling and Still categories grew 5.1% and 2.2% for the first half of 2020, respectively, fountain syrup sales decreased 32.8%.

Gross profit decreased $6.5 million, or 1.5%, in the second quarter of 2020, while gross margin increased 80 basis points to 35.0%, primarily driven by a shift in our product mix to Sparkling take home packages which generally carry a lower per case gross profit than immediate consumption packages. The negative mix impact was partially offset by commodity price favorability and favorable manufacturing costs. On an adjusted basis, as defined in the “Adjusted Non-GAAP Results” section below, gross profit declined $13.2 million, or 3.0%, in the second quarter of 2020. Adjusted gross margin increased 20 basis points to 34.9% primarily as a result of favorable commodity prices. Gross profit for the first half of 2020 increased $9.5 million, or 1.2%. On an adjusted basis, gross profit increased $8.8 million compared to the first half of 2019,while adjusted gross margin was 34.8%, consistent with the prior year period.

Selling, delivery and administrative (“SD&A”) expenses in the second quarter of 2020 decreased $22.4 million, or 6.1%. SD&A expenses as a percentage of net sales decreased 70 basis points in the second quarter of 2020. Adjusted SD&A expenses in the second quarter of 2020 decreased $17.4 million, or 4.8%. The decrease in SD&A expenses relates to lower labor costs as a result of adjustments we made to our operating model in response to COVID-19-related impacts on our business. In April, we furloughed approximately 700 employees, most of whom returned to work in mid-June. We estimate these furloughs resulted in approximately $6.0 million of payroll savings for the second quarter of 2020. Additionally, we generated favorable results in a number of expense categories due to reductions in local market activity and diligent management of our variable operating expenses. SD&A expenses in the first half of 2020 decreased $19.1 million or 2.6%. SD&A expenses as a percentage of net sales decreased 110 basis points in the first half of 2020 as compared to the first half of 2019.

Income from operations in the second quarter of 2020 was $83.1 million, compared to $67.2 million in the second quarter of 2019, an increase of 23.7%. Adjusted income from operations in the second quarter of 2020 was $81.7 million, an increase of 5.4% For the first half of 2020, income from operations increased $28.6 million to $115.9 million. Adjusted income from operations in the first half of 2020 was $118.5 million, an increase of $20.2 million, or 20.5% compared to the first half of 2019.

Net income in the second quarter of 2020 was $39.6 million, compared to $15.4 million in the second quarter of 2019, an improvement of $24.2 million. Net income for the second quarter of 2020 was adversely impacted by fair value adjustments to our acquisition related contingent consideration liability, driven by changes in future cash flow projections. Fair value adjustments to this liability are non-cash in nature and a routine part of our quarterly financial closing process. Net income increased $45.7 million for the first half of 2020 to $54.2 million as compared to the first half of 2019.

Cash flows provided by operations for the first half of 2020 were $229.0 million, compared to $88.6 million for the first half of 2019. The significant increase in operating cash flows for the first half of 2020 was primarily a result of our strong operating performance and working capital improvement, primarily related to a reduction in inventory related to the June sales trends, the timing of accounts payable and the deferral of payroll taxes permitted under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).Company

We do not currently expect the COVID-19 pandemic to materially impact our liquidity position or access to capital in the short term. ~~Our~~As of September 27, 2020, we had $164.8 million of cash and cash equivalents. In addition, our revolving credit facility matures ~~on June 8,~~in 2023 and has an aggregate maximum borrowing capacity of $500 million, which may be increased at the Company’s

option to $750 million, subject to obtaining commitments from the lenders and

satisfying other conditions specified in the credit agreement. We had no outstanding borrowings under the revolving credit facility as of ~~June 28,~~September 27, 2020.

Our supply chain is dependent on ~~several~~aluminum as a key raw ~~materials, including~~material in the production of aluminum ~~PET resin and high-fructose corn syrup. As overall beverage consumption continues~~cans, which are used to ~~shift from restaurants and on-premise locations to homes during~~package many of our products. During the COVID-19 pandemic, ~~the supply of aluminum cans~~beverage consumption has ~~tightened. Further, many new product offerings within the beverage industry, both alcoholic~~shifted from “on-premise” accounts, where products are typically consumed immediately, such as restaurants, schools, amusement parks and ~~non-alcoholic, are coming~~recreational facilities, to ~~the market in cans. During the pandemic,~~homes and consumers ~~appear to be favoring~~have favored the portability and storability of aluminum cans as they spend more time at home. Additionally, the alcoholic and nonalcoholic beverage industries continue to introduce many new canned product offerings, further increasing the demand for aluminum cans. These factors have impacted the supply of aluminum cans. We have made changes to our typical sourcing model and product offerings to address constraints in the supply ~~constraints for can production. Specifically, we have sourced~~of aluminum cans, including sourcing aluminum cans from international locations and ~~have limited~~limiting our ~~can~~canned product package offerings. We will continue to monitor and react as needed to the limited supply of aluminum cans in the marketplace.

We do not expect any material impairments or adjustments to the fair ~~value~~values of our assets as a result of the COVID-19 pandemic. Through the normal course of business, we have assessed the collectability of our receivables, including COVID-19-related collectability risk, and have recorded any expected losses as of June 28, 2020. During the second quarter of 2020, we recorded a $3.5 million reserve against our accounts receivable balance to address the COVID-19-related collectability risk for primarily our on-premise customers. The charge related to this additional reserve is included in SD&A expenses for the second quarter of 2020.losses. Further, there have been no triggering events identified ~~during~~in the ~~second quarter~~first nine months of 2020 that would indicate an impairment of our long-lived assets, goodwill or other intangible ~~assets and long-lived~~ assets. We will continue to monitor the valuation of our assets and the collectability of our receivables and record any adjustments as necessary.

We have assessed ~~the~~ COVID-19-related circumstances around work routines, including remote work arrangements, and ~~their~~the impact on our internal controls over financial reporting. We do not anticipate any material impact to our control procedures that would materially affect our internal controls over financial reporting.

Areas of Emphasis

Key priorities for the Company include commercial execution, revenue management, supply chain optimization and cash flow generation.

Commercial Execution: Our success is dependent on our ability to execute our commercial strategy within our customers’ stores. Our ability to obtain shelf space within stores and remain in-stock across our portfolio of brands and packages in a profitable manner will have a significant impact on our results. We are focused on execution at every step in our supply chain, including raw material and finished ~~goods~~products procurement, manufacturing conversion, transportation, warehousing and distribution, to ensure in-store execution can occur. We are investing in tools and technology to enable our teammates to operate more effectively and efficiently with our customers and drive value in our business for the long term.

Revenue Management: Our revenue management strategy focuses on ~~the optimal~~ pricing of our brands and packages optimally within product categories and channels, creating effective working relationships with our customers and making disciplined fact-based ~~decision-making.~~decisions. Pricing decisions are made considering a variety of factors, including brand strength, competitive environment, input costs, the roles certain brands play in our product portfolio and other market conditions.

Supply Chain Optimization: In October 2017, we completed a multi-year series of transactions through which we acquired and exchanged distribution territories and manufacturing facilities (the “System Transformation”). We are focused on optimizing our supply chain as we continue to integrate the acquired territories and facilities into our operations. We are in the process of integrating our Memphis, Tennessee ~~production center~~manufacturing plant with our West Memphis, Arkansas operations, which is expected to greatly expand our West Memphis production capabilities and to reduce our overall production costs. Additionally, we are planning to open a new, automated distribution center in Whitestown, Indiana by the spring of 2021, which will allow us to consolidate our Anderson, Bloomington, Lafayette, Shelbyville and Speedway, Indiana warehousing and distribution operations into athis one new ~~facility~~facility. The increased capacity and automation in Whitestown ~~Indiana by the spring of 2021. This increased space and capacity~~ will allow us to ~~expand~~optimize our ~~operations~~supply chain and to better serve our customers and consumers in Indiana and the surrounding areas. We will continue to look for opportunities to invest in our supply chain to optimize our costs.

Cash Flow Generation:~~Cash flow generation continues to be a key focus area for us.~~ We have several initiatives in place to optimize cash flow, improve profitability and prudently manage capital expenditures, as we continue to prioritize debt repayment and to focus on strengthening our balance sheet.

3230

Results of Operations

~~Second~~Third Quarter Results

The Company’s results of operations for the ~~second~~third quarter of 2020 and the ~~second~~third quarter of 2019 are ~~summarized~~highlighted in the table below and discussed in the following paragraphs.


		Second Quarter									Third Quarter
(in thousands)	(in thousands)	2020		2019		Change		(in thousands)	2020		2019		Change
Net sales	Net sales	$	1,227,215	$	1,273,659	$	(46,444)	Net sales	$	1,328,484	$	1,271,029	$	57,455
Cost of sales	Cost of sales	797,914		837,880		(39,966)		Cost of sales	856,046		838,805		17,241
Gross profit	Gross profit	429,301		435,779		(6,478)		Gross profit	472,438		432,224		40,214
Selling, delivery and administrative expenses	Selling, delivery and administrative expenses	346,183		368,565		(22,382)		Selling, delivery and administrative expenses	368,594		378,378		(9,784)
Income from operations	Income from operations	83,118		67,214		15,904		Income from operations	103,844		53,846		49,998
Interest expense, net	Interest expense, net	9,184		11,995		(2,811)		Interest expense, net	9,033		10,965		(1,932)
Other expense, net	Other expense, net	16,134		31,181		(15,047)		Other expense, net	21,394		20,711		683
Income before income taxes	Income before income taxes	57,800		24,038		33,762		Income before income taxes	73,417		22,170		51,247
Income tax expense	Income tax expense	15,187		7,182		8,005		Income tax expense	18,363		6,624		11,739
Net income	Net income	42,613		16,856		25,757		Net income	55,054		15,546		39,508
Less: Net income attributable to noncontrolling interest	Less: Net income attributable to noncontrolling interest	3,044		1,486		1,558		Less: Net income attributable to noncontrolling interest	3,170		2,540		630
Net income attributable to Coca-Cola Consolidated, Inc.		$	39,569	$	15,370	$	24,199
Net income attributable to Coca‑Cola Consolidated, Inc.								Net income attributable to Coca‑Cola Consolidated, Inc.	$	51,884	$	13,006	$	38,878
Other comprehensive income, net of tax	Other comprehensive income, net of tax	971		593		378		Other comprehensive income, net of tax	1,280		196		1,084
Comprehensive income attributable to Coca-Cola Consolidated, Inc.		$	40,540	$	15,963	$	24,577
Comprehensive income attributable to Coca‑Cola Consolidated, Inc.								Comprehensive income attributable to Coca‑Cola Consolidated, Inc.	$	53,164	$	13,202	$	39,962

~~Items Impacting Operations and Financial Condition~~

~~Second Quarter 2020~~

•~~$14.5 million recorded in other expense, net as a result of an increase in the fair value of the Company’s acquisition related contingent consideration liability;~~

•~~$2.1 million in pre-tax unfavorable mark-to-market adjustments related to the Company’s commodity hedging program; and~~

•~~$0.6 million of net expense related to the impairment and accelerated depreciation of property, plant and equipment as the Company continues to optimize the efficiency of its supply chain.~~

~~Second Quarter 2019~~

•~~$29.2 million recorded in other expense, net as a result of an increase in the fair value of the Company’s acquisition related contingent consideration liability;~~

•~~$4.9 million in pre-tax favorable mark-to-market adjustments related to the Company’s commodity hedging program;~~

•~~$2.2 million of expenses related to the System Transformation transactions, the majority of which were information technology-related costs; and~~

•~~$1.9 million adjustment to reflect the prospective change of increasing the capitalization thresholds on certain low-cost, short-lived assets.~~

Net Sales

Net sales ~~decreased $46.4~~increased $57.5 million, or ~~3.6%~~4.5%, to ~~$1.23~~$1.33 billion in the ~~second~~third quarter of 2020, as compared to $1.27 billion in the ~~second~~third quarter of 2019. The ~~decrease~~increase in net sales was primarily attributable to the following (in millions):


~~Second~~Third Quarter 2020		Attributable to:
$	~~(34.2)~~53.9	Increase in net sales related to increased sales volume
34.4		Increase in net sales primarily related to an increase in average bottle/can sales price per unit to retail customers and the shift in product mix to higher revenue still products in order to meet consumer preferences
(30.8)		Decrease in net sales ~~primarily driven by a~~related to the decrease in fountain syrup sales mainly sold in on-premise outlets, which have been impacted by ~~COVID-19-related stay-at-home orders and closures~~
~~(9.4)~~		~~Decrease in sales volume to other Coca-Cola bottlers~~
~~(2.8)~~		~~Other~~COVID-19
$	~~(46.4)~~57.5		Total ~~decrease~~increase in net sales

Net sales by product category were as follows:


		Second Quarter									Third Quarter
(in thousands)	(in thousands)	2020		2019		% Change		(in thousands)	2020		2019		% Change
Bottle/can sales:	Bottle/can sales:							Bottle/can sales:
Sparkling beverages	Sparkling beverages	$	694,162	$	664,906	4.4	%	Sparkling beverages	$	703,549	$	657,522	7.0	%
Still beverages	Still beverages	397,045		416,568		(4.7)	%	Still beverages	464,921		438,603		6.0	%
Total bottle/can sales	Total bottle/can sales	1,091,207		1,081,474		0.9	%	Total bottle/can sales	1,168,470		1,096,125		6.6	%

Other sales:	Other sales:							Other sales:
Sales to other Coca-Cola bottlers		79,904		89,278		(10.5)	%
Sales to other Coca‑Cola bottlers								Sales to other Coca‑Cola bottlers	84,852		83,250		1.9	%
Post-mix and other	Post-mix and other	56,104		102,907		(45.5)	%	Post-mix and other	75,162		91,654		(18.0)	%
Total other sales	Total other sales	136,008		192,185		(29.2)	%	Total other sales	160,014		174,904		(8.5)	%

Total net sales	Total net sales	$	1,227,215	$	1,273,659	(3.6)	%	Total net sales	$	1,328,484	$	1,271,029	4.5	%

Product category sales volume of physical cases as a percentage of total bottle/can sales volume and the percentage change by product category were as follows:


		Bottle/Can Sales Volume										Bottle/Can Sales Volume
		Second Quarter							Bottle/Can Sales			Third Quarter				Bottle/Can Sales
Product Category	Product Category	2020		2019		Volume % Change		Product Category		2020		2019		Volume % Change
Sparkling beverages	Sparkling beverages	72.0	%	69.8	%	3.7	%	Sparkling beverages		67.5	%	67.7	%	3.6	%
Still beverages	Still beverages	28.0	%	30.2	%	(6.6)	%	Still beverages		32.5	%	32.3	%	4.5	%
Total bottle/can sales volume	Total bottle/can sales volume	100.0	%	100.0	%	0.6	%	Total bottle/can sales volume		100.0	%	100.0	%	3.9	%

As the Company introduces new products, it reassesses the category assigned to its products at the SKU level, therefore categorization could differ from previously presented results to conform with current period categorization. Any differences are not material.

Cost of Sales

Inputs representing a substantial portion of the Company’s cost of sales include: (i) purchases of finished products, (ii) raw material costs, including aluminum cans, plastic bottles and sweetener, (iii) concentrate costs and (iv) manufacturing costs, including labor, overhead and warehouse costs. In addition, cost of sales includes shipping, handling and fuel costs related to the movement of finished ~~goods~~products from manufacturing facilities to distribution centers, amortization expense of distribution rights, distribution fees of certain products and marketing credits from brand companies. Raw material costs represent approximately 20% of total cost of sales on an annual basis.

Cost of sales ~~decreased $40.0~~increased $17.2 million, or ~~4.8%~~2.1%, to ~~$797.9~~$856.0 million in the ~~second~~third quarter of 2020, as compared to ~~$837.9~~$838.8 million in the ~~second~~third quarter of 2019. The ~~decrease~~increase in cost of sales was primarily attributable to the following (in millions):


~~Second~~Third Quarter 2020				Attributable to:
$	~~(26.0)~~(24.3)			Decrease in cost of sales ~~primarily driven by a~~related to the decrease in fountain syrup sales mainly sold in on-premise outlets, which have been impacted by ~~COVID-19-related stay-at-home orders and closures, a favorable commodity environment and lower manufacturing costs~~COVID-19
~~(9.8)~~		22.5	~~Decrease in sales volume to other Coca-Cola bottlers~~
~~(6.1)~~						~~Decrease~~Increase in cost of sales ~~due~~related to ~~changes in the fair value adjustments on commodity hedges~~increased sales volume
~~1.9~~12.8				Increase in cost of sales primarily related to the change in product mix to meet consumer preferences
6.2				Other
$	~~(40.0)~~17.2				Total ~~decrease~~increase in cost of sales

The Company relies extensively on advertising and sales ~~promotion~~promotions in the marketing of its products. The ~~Coca-Cola~~Coca‑Cola Company and other beverage companies that supply concentrates, syrups and finished products to the Company make substantial marketing and advertising expenditures to promote sales in the Company’s territories. Certain of the marketing expenditures by The ~~Coca-Cola~~Coca‑Cola Company and other beverage companies are made pursuant to annual arrangements. The Company also benefits from national advertising programs conducted by The ~~Coca-Cola~~Coca‑Cola Company and other beverage companies. Total marketing funding support from The ~~Coca-Cola~~Coca‑Cola Company and other beverage companies, which includes both direct payments to the Company and payments to customers for marketing programs, was ~~$26.3~~$33.8 million in the ~~second~~third quarter of 2020, as compared to ~~$34.7~~$34.8 million in the ~~second~~third quarter of 2019.

Shipping and handling costs related to the movement of finished products from manufacturing facilities to distribution centers are included in cost of sales. The Company’s cost of sales may not be comparable to other peer companies, as some peer companies include all costs related to ~~their~~ distribution ~~network~~networks in cost of sales. ~~The Company includes a portion~~Shipping and handling costs related to the movement of ~~these~~finished products from distribution centers to customer locations, including distribution center warehousing costs, are included in SD&A ~~expenses, as described below.~~expenses.

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 ~~intangibles~~intangible assets and administrative support labor and operating costs.

SD&A expenses decreased by ~~$22.4~~$9.8 million, or ~~6.1%~~2.6%, to ~~$346.2~~$368.6 million in the ~~second~~third quarter of 2020, as compared to ~~$368.6~~$378.4 million in the ~~second~~third quarter of 2019. SD&A expenses as a percentage of net sales decreased to ~~28.2%~~27.7% in the ~~second~~third quarter of 2020 from ~~28.9%~~29.8% in the ~~second~~third quarter of 2019. The decrease in SD&A expenses was primarily attributable to the following (in millions):

~~Second~~Third Quarter 2020

Attributable to:

~~(13.1)~~(7.9)

Decrease in payroll ~~costs~~ and employee ~~benefits including bonuses and incentives,~~benefit costs, primarily as a result of the ~~furloughs~~elimination of ~~700 teammates during the majority of the second quarter of 2020~~certain field-based positions and ~~structural changes made to certain portions of our business~~reduced overtime hours

(1.9)

~~(8.6)~~

~~Decrease in a number of expense categories due to reductions in discretionary spending, including travel and entertainment and local marketing activities~~

~~(2.2)~~

~~Decrease in System Transformation transaction expenses~~

~~1.5~~

Other

~~(22.4)~~(9.8)

Total decrease in SD&A expenses

The Company has three primary delivery systems: (i) bulk delivery for large supermarkets, mass merchandisers and club stores, (ii) advanced sale delivery for convenience stores, drug stores, small supermarkets and on-premise accounts and (iii) full-service delivery for its full-service vending customers. Shipping and handling costs ~~related to the movement of finished goods from manufacturing locations to distribution centers are~~ included in ~~cost of sales. Shipping and handling costs related to the movement of finished goods from distribution centers to customer locations, including distribution center warehousing costs, totaled $149.1~~SD&A expenses were $155.8 million in the ~~second~~third quarter of 2020 and ~~$155.8~~$161.0 million in the ~~second~~third quarter of 2019.

Interest Expense, Net

Interest expense, net decreased ~~$2.8~~$1.9 million, or ~~23.4%~~17.6%, to ~~$9.2~~$9.0 million in the ~~second~~third quarter of 2020, as compared to ~~$12.0~~$11.0 million in the ~~second~~third quarter of 2019. The decrease was primarily a result of lower average interest rates and lower average debt balances.

Other Expense, Net

A summary of other expense, net is as follows:


		Second Quarter							Third Quarter
(in thousands)	(in thousands)	2020		2019		(in thousands)	2020		2019
Increase in the fair value of the acquisition related contingent consideration liability	Increase in the fair value of the acquisition related contingent consideration liability	$	14,548	$	29,222	Increase in the fair value of the acquisition related contingent consideration liability	$	19,808	$	18,749
Non-service cost component of net periodic benefit cost	Non-service cost component of net periodic benefit cost	1,586		1,959		Non-service cost component of net periodic benefit cost	1,586		1,962
Total other expense, net	Total other expense, net	$	16,134	$	31,181	Total other expense, net	$	21,394	$	20,711

Each reporting period, the Company adjusts its acquisition related contingent consideration liability related to the distribution territories subject to sub-bottling fees to fair value. The fair value is determined by discounting future expected sub-bottling payments required under the Company’s comprehensive beverage agreement, which extend through the life of the applicable distribution assets, using the Company’s estimated weighted average cost of capital (“WACC”), which is impacted by many factors, including long-term interest rates and future cash flow projections of ~~future cash flows.~~the distribution territories subject to sub-bottling fees. The life of these distribution assets is generally 40 years. The Company is required to pay the current portion of the sub-bottling fee on a quarterly basis.

The increase in the fair value of the acquisition related contingent consideration liability during the ~~second~~third quarter of 2020 was primarily driven by changes in future cash flow projections of the distribution territories subject to sub-bottling fees. The increase in the fair value of the acquisition related contingent consideration liability during the ~~second~~third quarter of 2019 was primarily driven by a decrease in the discount rate ~~and changes in future cash flow projections of~~used to calculate the ~~distribution territories subject to sub-bottling fees.~~fair value.

Income Tax Expense

The Company’s effective income tax rate, calculated by dividing income tax expense by income before income taxes, was ~~26.3%~~25.0% for the ~~second~~third quarter of 2020 and 29.9% for the ~~second~~third quarter of 2019. The decrease in the effective income tax rate was primarily driven by improved financial results. The Company’s effective income tax rate, calculated by dividing income tax expense by income before income taxes minus net income attributable to noncontrolling interest, was ~~27.7%~~26.1% for the ~~second~~third quarter of 2020 and ~~31.8%~~33.7% for the ~~second~~third quarter of 2019.

Noncontrolling Interest

The Company recorded net income attributable to noncontrolling interest of ~~$3.0~~$3.2 million in the ~~second~~third quarter of 2020 and ~~$1.5~~$2.5 million in the ~~second~~third quarter of 2019, each related to the portion of Piedmont owned by The ~~Coca-Cola~~Coca‑Cola Company.

Other Comprehensive Income, Net of Tax

Other comprehensive income, net of tax was ~~$1.0~~$1.3 million in the ~~second~~third quarter of 2020 and ~~$0.6~~$0.2 million in the ~~second~~third quarter of 2019.

3633

First ~~Half~~Nine Months Results

Our results of operations for the first ~~half~~nine months of 2020 and the first ~~half~~nine months of 2019 are highlighted in the table below and discussed in the following paragraphs.

First Half
(in thousands) 2020 2019 Change
Net sales $ 2,400,236 $ 2,376,571 $ 23,665
Cost of sales 1,565,640 1,551,484 14,156
Gross profit 834,596 825,087 9,509
Selling, delivery and administrative expenses 718,657 737,719 (19,062)
Income from operations 115,939 87,368 28,571
Interest expense, net 18,745 24,881 (6,136)
Other expense, net 18,432 47,032 (28,600)
Income before income taxes 78,762 15,455 63,307
Income tax expense 20,548 4,177 16,371
Net income 58,214 11,278 46,936
Less: Net income attributable to noncontrolling interest 3,983 2,739 1,244
Net income attributable to Coca-Cola Consolidated, Inc. $ 54,231 $ 8,539 $ 45,692
Other comprehensive income, net of tax 921 1,171 (250)
Comprehensive income attributable to Coca-Cola Consolidated, Inc. $ 55,152 $ 9,710 $ 45,442

~~Items Impacting Operations and Financial Condition~~

~~First Half 2020~~

•~~$15.3 million recorded in other expense, net as a result of an increase in the fair value of the Company’s acquisition related contingent consideration liability;~~

•~~$1.8 million in pre-tax favorable mark-to-market adjustments related to the Company’s commodity hedging program; and~~

•~~$0.7 million of net expense related to the impairment and accelerated depreciation of property, plant and equipment as the Company continues to optimize the efficiency of its supply chain.~~

~~First Half 2019~~

•~~$43.3 million recorded in other expense, net as a result of an increase in the fair value of the Company’s acquisition related contingent consideration liability;~~

•~~$6.9 million of expenses related to the System Transformation transactions, the majority of which were information technology-related costs;~~

•~~$4.4 million adjustment to reflect the prospective change of increasing the capitalization thresholds on certain low-cost, short-lived assets; and~~

•~~$1.7 million in pre-tax unfavorable mark-to-market adjustments related to the Company’s commodity hedging program.~~


	First Nine Months
(in thousands)	2020		2019		Change
Net sales	$	3,728,720	$	3,647,600	$	81,120
Cost of sales	2,421,686		2,390,289		31,397
Gross profit	1,307,034		1,257,311		49,723
Selling, delivery and administrative expenses	1,087,251		1,116,097		(28,846)
Income from operations	219,783		141,214		78,569
Interest expense, net	27,778		35,846		(8,068)
Other expense, net	39,826		67,743		(27,917)
Income before income taxes	152,179		37,625		114,554
Income tax expense	38,911		10,801		28,110
Net income	113,268		26,824		86,444
Less: Net income attributable to noncontrolling interest	7,153		5,279		1,874
Net income attributable to Coca‑Cola Consolidated, Inc.	$	106,115	$	21,545	$	84,570
Other comprehensive income, net of tax	2,201		1,367		834
Comprehensive income attributable to Coca‑Cola Consolidated, Inc.	$	108,316	$	22,912	$	85,404

Net Sales

Net sales increased ~~$23.7~~$81.1 million, or ~~1.0%~~2.2%, to ~~$2.40~~$3.73 billion in the first ~~half~~nine months of 2020, as compared to ~~$2.38~~$3.65 billion in the first ~~half~~nine months of 2019. The increase in net sales was primarily attributable to the following (in millions):


First ~~Half~~Nine Months 2020			Attributable to:
$	~~32.4~~104.7		Increase in net sales ~~primarily driven by an increase~~related to increased sales volume
(55.2)			Decrease in ~~bottle/can~~net sales ~~volume partially offset by a~~related to the decrease in fountain syrup sales mainly sold in on-premise outlets, which have been impacted by ~~COVID-19-related stay-at-home orders and closures~~COVID-19
~~(5.8)~~		38.5		~~Decrease~~Increase in net sales ~~volume~~primarily related to ~~other Coca-Cola bottlers~~an increase in average bottle/can sales price per unit to retail customers and the shift in product mix to higher revenue still products in order to meet consumer preferences
~~(2.9)~~(6.9)			Other
$	~~23.7~~81.1		Total increase in net sales

Net sales by product category were as follows:


		First Half									First Nine Months
(in thousands)	(in thousands)	2020		2019		% Change		(in thousands)	2020		2019		% Change
Bottle/can sales:	Bottle/can sales:							Bottle/can sales:
Sparkling beverages	Sparkling beverages	$	1,324,854	$	1,260,565	5.1	%	Sparkling beverages	$	2,040,139	$	1,928,297	5.8	%
Still beverages	Still beverages	769,849		753,573		2.2	%	Still beverages	1,239,335		1,200,971		3.2	%
Total bottle/can sales	Total bottle/can sales	2,094,703		2,014,138		4.0	%	Total bottle/can sales	3,279,474		3,129,268		4.8	%

Other sales:	Other sales:							Other sales:
Sales to other Coca-Cola bottlers		165,143		170,950		(3.4)	%
Sales to other Coca‑Cola bottlers								Sales to other Coca‑Cola bottlers	249,994		254,200		(1.7)	%
Post-mix and other	Post-mix and other	140,390		191,483		(26.7)	%	Post-mix and other	199,252		264,132		(24.6)	%
Total other sales	Total other sales	305,533		362,433		(15.7)	%	Total other sales	449,246		518,332		(13.3)	%

Total net sales	Total net sales	$	2,400,236	$	2,376,571	1.0	%	Total net sales	$	3,728,720	$	3,647,600	2.2	%

Product category sales volume of physical cases as a percentage of total bottle/can sales volume and the percentage change by product category were as follows:


		Bottle/Can Sales Volume										Bottle/Can Sales Volume
		First Half							Bottle/Can Sales			First Nine Months				Bottle/Can Sales
Product Category	Product Category	2020		2019		Volume % Change		Product Category		2020		2019		Volume % Change
Sparkling beverages	Sparkling beverages	71.3	%	71.1	%	3.5	%	Sparkling beverages		69.9	%	69.7	%	3.7	%
Still beverages	Still beverages	28.7	%	28.9	%	2.2	%	Still beverages		30.1	%	30.3	%	2.7	%
Total bottle/can sales volume	Total bottle/can sales volume	100.0	%	100.0	%	3.1	%	Total bottle/can sales volume		100.0	%	100.0	%	3.4	%

The following table summarizes the percentage of the Company’s total bottle/can sales volume to its largest customers, as well as the percentage of the Company’s total net sales that such volume represents:


		First Half							First Nine Months
		2020		2019			2020		2019
Approximate percent of the Company’s total bottle/can sales volume:	Approximate percent of the Company’s total bottle/can sales volume:					Approximate percent of the Company’s total bottle/can sales volume:
Wal-Mart Stores, Inc.	Wal-Mart Stores, Inc.	20	%	19	%	Wal-Mart Stores, Inc.	19	%	19	%
The Kroger Company	The Kroger Company	14	%	12	%	The Kroger Company	13	%	12	%
Total approximate percent of the Company’s total bottle/can sales volume	Total approximate percent of the Company’s total bottle/can sales volume	34	%	31	%	Total approximate percent of the Company’s total bottle/can sales volume	32	%	31	%

Approximate percent of the Company’s total net sales:	Approximate percent of the Company’s total net sales:					Approximate percent of the Company’s total net sales:
Wal-Mart Stores, Inc.	Wal-Mart Stores, Inc.	14	%	14	%	Wal-Mart Stores, Inc.	14	%	14	%
The Kroger Company	The Kroger Company	10	%	8	%	The Kroger Company	10	%	8	%
Total approximate percent of the Company’s total net sales	Total approximate percent of the Company’s total net sales	24	%	22	%	Total approximate percent of the Company’s total net sales	24	%	22	%

Cost of Sales

Cost of sales increased ~~$14.2~~$31.4 million, or ~~0.9%~~1.3%, to ~~$1.57~~$2.42 billion in the first ~~half~~nine months of 2020, as compared to ~~$1.55~~$2.39 billion in the first ~~half~~nine months of 2019. The increase in cost of sales was primarily attributable to the following (in millions):


First ~~Half~~Nine Months 2020			Attributable to:
$	~~15.7~~50.4		Increase in cost of sales ~~primarily driven by an increase~~related to increased sales volume
(42.1)			Decrease in ~~bottle/can~~cost of sales ~~volume partially offset by a~~related to the decrease in fountain syrup sales mainly sold in on-premise outlets, which have been impacted by ~~COVID-19-related stay-at-home orders and closures~~COVID-19
~~(6.5)~~		17.7		~~Decrease~~Increase in cost of sales ~~volume~~primarily related to ~~other Coca-Cola bottlers~~the change in product mix to meet consumer preferences
~~5.0~~5.4			Other
$	~~14.2~~31.4		Total increase in cost of sales

Total marketing funding support from The ~~Coca-Cola~~Coca‑Cola Company and other beverage companies was ~~$56.6~~$90.4 million in the first ~~half~~nine months of 2020, as compared to ~~$66.0~~$100.8 million in the first ~~half~~nine months of 2019.

Selling, Delivery and Administrative Expenses

SD&A expenses decreased by ~~$19.1~~$28.8 million, or 2.6%, to ~~$718.7 million~~$1.09 billion in the first ~~half~~nine months of 2020, as compared to ~~$737.7 million~~$1.12 billion in the first ~~half~~nine months of 2019. SD&A expenses as a percentage of net sales decreased to ~~29.9%~~29.2% in the first ~~half~~nine

months of 2020 from ~~31.0%~~30.6% in the first ~~half~~nine months of 2019. The decrease in SD&A expenses was primarily attributable to the following (in millions):


First ~~Half~~Nine Months 2020		Attributable to:
$	~~(8.8)~~(16.7)	Decrease in payroll, employee benefit costs and ~~employee benefits including bonuses and incentives,~~incentive compensation, primarily as a result of the ~~furloughs~~elimination of ~~700 teammates during the majority of the second quarter of 2020~~certain field-based positions and ~~structural changes made to certain portions of our business~~reduced overtime hours
~~(6.9)~~(13.8)		Decrease in ~~System Transformation transaction expenses~~a number of expense categories due to reductions in discretionary spending, including travel and entertainment
~~(3.4)~~1.7		Other
$	~~(19.1)~~(28.8)	Total decrease in SD&A expenses

Shipping and handling costs ~~related to the movement of finished goods from distribution centers to customer locations, including distribution center warehousing costs, totaled $309.2~~included in SD&A expenses were $465.0 million in the first ~~half~~nine months of 2020 and ~~$304.7~~$465.7 million in the first ~~half~~nine months of 2019.

Interest Expense, Net

Interest expense, net decreased ~~$6.1~~$8.1 million, or ~~24.7%~~22.5%, to ~~$18.7~~$27.8 million in the first ~~half~~nine months of 2020, as compared to ~~$24.9~~$35.8 million in the first ~~half~~nine months of 2019. The decrease was primarily a result of lower average interest rates and lower average debt balances.

Other Expense, Net

A summary of other expense, net is as follows:


		First Half							First Nine Months
(in thousands)	(in thousands)	2020		2019		(in thousands)	2020		2019
Increase in the fair value of the acquisition related contingent consideration liability	Increase in the fair value of the acquisition related contingent consideration liability	$	15,260	$	43,268	Increase in the fair value of the acquisition related contingent consideration liability	$	35,068	$	62,017
Non-service cost component of net periodic benefit cost	Non-service cost component of net periodic benefit cost	3,172		3,920		Non-service cost component of net periodic benefit cost	4,758		5,882
Other	Other	—		(156)		Other	—		(156)
Total other expense, net	Total other expense, net	$	18,432	$	47,032	Total other expense, net	$	39,826	$	67,743

The increase in the fair value of the acquisition related contingent consideration liability during the first ~~half~~nine months of 2020 was primarily driven by changes in future cash flow projections of the distribution territories subject to sub-bottling ~~fees.~~fees, partially offset by an increase in the discount rate used to calculate the fair value. The increase in the fair value of the acquisition related contingent consideration liability during the first ~~half~~nine months of 2019 was primarily driven by a decrease in the discount rate used to calculate the fair value and changes in future cash flow projections of the distribution territories subject to sub-bottling fees.

Income Tax Expense

The Company’s effective income tax rate, calculated by dividing income tax expense by income before income taxes, was ~~26.1%~~25.6% for the first ~~half~~nine months of 2020 and ~~27.0%~~28.7% for the first ~~half~~nine months of 2019. The decrease in the effective income tax rate was primarily driven by improved financial ~~results and the extension of certain tax credits in 2020.~~results. The Company’s effective income tax rate, calculated by dividing income tax expense by income before income taxes minus net income attributable to noncontrolling interest, was ~~27.5%~~26.8% for the first ~~half~~nine months of 2020 and ~~32.8%~~33.4% for the first ~~half~~nine months of 2019.

Noncontrolling Interest

The Company recorded net income attributable to noncontrolling interest of ~~$4.0~~$7.2 million in the first ~~half~~nine months of 2020 and ~~$2.7~~$5.3 million in the first ~~half~~nine months of 2019, each related to the portion of Piedmont owned by The ~~Coca-Cola~~Coca‑Cola Company.

Other Comprehensive Income, Net of Tax

Other comprehensive income, net of tax was ~~$0.9~~$2.2 million in the first ~~half~~nine months of 2020 and ~~$1.2~~$1.4 million in the first ~~half~~nine months of 2019.

Segment Operating Results

The Company evaluates segment reporting in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Operating Decision Maker (the “CODM”). The Company has concluded the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer, as a group, represent the CODM. Asset information is not provided to the CODM.

The Company believes three operating segments exist. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated ~~revenues~~net sales and income from operations. The additional two operating segments do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.”

The Company’s segment results are as follows:


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Net sales:	Net sales:									Net sales:
Nonalcoholic Beverages	Nonalcoholic Beverages	$	1,195,524	$	1,238,885	$	2,338,105	$	2,311,112	Nonalcoholic Beverages	$	1,295,271	$	1,236,261	$	3,633,376	$	3,547,373
All Other	All Other	80,329		94,942		161,630		182,857		All Other	84,776		92,501		246,406		275,358
Eliminations⁽¹⁾	Eliminations⁽¹⁾	(48,638)		(60,168)		(99,499)		(117,398)		Eliminations(1)	(51,563)		(57,733)		(151,062)		(175,131)
Consolidated net sales	Consolidated net sales	$	1,227,215	$	1,273,659	$	2,400,236	$	2,376,571	Consolidated net sales	$	1,328,484	$	1,271,029	$	3,728,720	$	3,647,600

Income from operations:	Income from operations:									Income from operations:
Nonalcoholic Beverages	Nonalcoholic Beverages	$	83,907	$	57,724	$	119,524	$	72,365	Nonalcoholic Beverages	$	108,035	$	48,248	$	227,559	$	120,613
All Other	All Other	(789)		9,490		(3,585)		15,003		All Other	(4,191)		5,598		(7,776)		20,601
Consolidated income from operations	Consolidated income from operations	$	83,118	$	67,214	$	115,939	$	87,368	Consolidated income from operations	$	103,844	$	53,846	$	219,783	$	141,214

Depreciation and amortization:
Nonalcoholic Beverages		$	39,909	$	42,568	$	80,667	$	85,919
All Other		2,928		2,488		5,729		4,909
Consolidated depreciation and amortization		$	42,837	$	45,056	$	86,396	$	90,828

Adjusted Non-GAAP Results

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes ~~that~~ certain non-GAAP financial measures provide users with additional meaningful financial information that should be considered when assessing the Company’s ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance.

Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. The Company’s non-GAAP financial information does not represent a comprehensive basis of accounting. The following tables reconcile reported results (GAAP) to adjusted results (non-GAAP):

Second Quarter 2020
(in thousands, except per share data) Gross profit SD&A expenses Income from operations Income before income taxes Net income Basic net income per share
Reported results (GAAP) $ 429,301 $ 346,183 $ 83,118 $ 57,800 $ 39,569 $ 4.23
Fair value adjustment of acquisition related contingent consideration⁽¹⁾
— — — 14,548 10,941 1.16
Fair value adjustments for commodity hedges⁽²⁾
(1,266) 805 (2,071) (2,071) (1,557) (0.17)
Supply chain optimization and consolidation⁽³⁾
671 30 641 641 482 0.05
Other tax adjustments⁽⁴⁾
— — — — (511) (0.05)
Total reconciling items (595) 835 (1,430) 13,118 9,355 0.99
Adjusted results (non-GAAP) $ 428,706 $ 347,018 $ 81,688 $ 70,918 $ 48,924 $ 5.22

Second Quarter 2019
(in thousands, except per share data) Gross profit SD&A expenses Income from
operations Income before
income taxes Net income Basic net income per share
Reported results (GAAP) $ 435,779 $ 368,565 $ 67,214 $ 24,038 $ 15,370 $ 1.64
System Transformation transaction expenses⁽⁵⁾
— (2,185) 2,185 2,185 1,643 0.18
Fair value adjustment of acquisition related contingent consideration⁽¹⁾
— — — 29,222 21,975 2.34
Fair value adjustments for commodity hedges⁽²⁾
4,874 (66) 4,940 4,940 3,715 0.40
Capitalization threshold change for certain assets⁽⁶⁾
— (1,903) 1,903 1,903 1,431 0.15
Supply chain optimization and consolidation⁽³⁾
1,294 — 1,294 1,294 973 0.10
Other tax adjustments⁽⁴⁾
— — — — (2,815) (0.30)
Total reconciling items 6,168 (4,154) 10,322 39,544 26,922 2.87
Adjusted results (non-GAAP) $ 441,947 $ 364,411 $ 77,536 $ 63,582 $ 42,292 $ 4.51


	Third Quarter 2020
(in thousands, except per share data)	Gross profit		SD&A expenses		Income from operations		Income before income taxes		Net income		Basic net income per share
Reported results (GAAP)	$	472,438	$	368,594	$	103,844	$	73,417	$	51,884	$	5.53
Fair value adjustment of acquisition related contingent consideration(1)	—		—		—		19,808		14,895		1.59
Fair value adjustments for commodity derivative instruments(2)	(1,194)		575		(1,769)		(1,769)		(1,330)		(0.14)
Supply chain and asset optimization(3)	3,122		—		3,122		3,122		2,348		0.25
Other tax adjustments(4)	—		—		—		—		(421)		(0.04)
Total reconciling items	1,928		575		1,353		21,161		15,492		1.66
Adjusted results (non-GAAP)	$	474,366	$	369,169	$	105,197	$	94,578	$	67,376	$	7.19

4137


		First Half 2020																							Third Quarter 2019
(in thousands, except per share data)	(in thousands, except per share data)	Gross profit		SD&A expenses		Income from operations		Income before income taxes		Net income		Basic net income per share		(in thousands, except per share data)	Gross profit		SD&A expenses		Income from operations		Income before income taxes		Net income		Basic net income per share
Reported results (GAAP)	Reported results (GAAP)	$	834,596	$	718,657	$	115,939	$	78,762	$	54,231	$	5.79	Reported results (GAAP)	$	432,224	$	378,378	$	53,846	$	22,170	$	13,006	$	1.39
Fair value adjustment of acquisition related contingent consideration⁽¹⁾	Fair value adjustment of acquisition related contingent consideration⁽¹⁾	—		—		—		15,260		11,476		1.22		Fair value adjustment of acquisition related contingent consideration(1)	—		—		—		18,749		14,099		1.51
Fair value adjustments for commodity hedges⁽²⁾		270		(1,524)		1,794		1,794		1,349		0.14
Supply chain optimization and consolidation⁽³⁾		1,319		601		718		718		540		0.06
Fair value adjustments for commodity derivative instruments(2)														Fair value adjustments for commodity derivative instruments(2)	(487)		(74)		(413)		(413)		(311)		(0.04)
Supply chain and asset optimization(3)														Supply chain and asset optimization(3)	3,581		—		3,581		3,581		2,693		0.29
Capitalization threshold change for certain assets(5)														Capitalization threshold change for certain assets(5)	—		(1,732)		1,732		1,732		1,302		0.14
Other tax adjustments⁽⁴⁾	Other tax adjustments⁽⁴⁾	—		—		—		—		(682)		(0.07)		Other tax adjustments(4)	—		—		—		—		1,482		0.15
Total reconciling items	Total reconciling items	1,589		(923)		2,512		17,772		12,683		1.35		Total reconciling items	3,094		(1,806)		4,900		23,649		19,265		2.05
Adjusted results (non-GAAP)	Adjusted results (non-GAAP)	$	836,185	$	717,734	$	118,451	$	96,534	$	66,914	$	7.14	Adjusted results (non-GAAP)	$	435,318	$	376,572	$	58,746	$	45,819	$	32,271	$	3.44


	First Nine Months 2020
(in thousands, except per share data)	Gross profit		SD&A expenses		Income from operations		Income before income taxes		Net income		Basic net income per share
Reported results (GAAP)	$	1,307,034	$	1,087,251	$	219,783	$	152,179	$	106,115	$	11.32
Fair value adjustment of acquisition related contingent consideration(1)	—		—		—		35,068		26,371		2.81
Fair value adjustments for commodity derivative instruments(2)	(924)		(949)		25		25		19		—
Supply chain and asset optimization(3)	4,441		601		3,840		3,840		2,888		0.31
Other tax adjustments(4)	—		—		—		—		(1,103)		(0.11)
Total reconciling items	3,517		(348)		3,865		38,933		28,175		3.01
Adjusted results (non-GAAP)	$	1,310,551	$	1,086,903	$	223,648	$	191,112	$	134,290	$	14.33


		First Half 2019																							First Nine Months 2019
(in thousands, except per share data)	(in thousands, except per share data)	Gross profit		SD&A expenses		Income from operations		Income before income taxes		Net income		Basic net income per share		(in thousands, except per share data)	Gross profit		SD&A expenses		Income from operations		Income before income taxes		Net income		Basic net income per share
Reported results (GAAP)	Reported results (GAAP)	$	825,087	$	737,719	$	87,368	$	15,455	$	8,539	$	0.91	Reported results (GAAP)	$	1,257,311	$	1,116,097	$	141,214	$	37,625	$	21,545	$	2.30
System Transformation transaction expenses⁽⁵⁾		—		(6,915)		6,915		6,915		5,200		0.56
Fair value adjustment of acquisition related contingent consideration⁽¹⁾	Fair value adjustment of acquisition related contingent consideration⁽¹⁾	—		—		—		43,268		32,538		3.47		Fair value adjustment of acquisition related contingent consideration(1)	—		—		—		62,017		46,637		4.98
Fair value adjustments for commodity hedges⁽²⁾		969		2,649		(1,680)		(1,680)		(1,263)		(0.13)
Fair value adjustments for commodity derivative instruments(2)														Fair value adjustments for commodity derivative instruments(2)	482		2,575		(2,093)		(2,093)		(1,574)		(0.17)
Supply chain and asset optimization(3)														Supply chain and asset optimization(3)	4,875		—		4,875		4,875		3,666		0.39
Capitalization threshold change for certain assets⁽⁶⁾⁽⁵⁾	Capitalization threshold change for certain assets⁽⁶⁾⁽⁵⁾	—		(4,379)		4,379		4,379		3,293		0.35		Capitalization threshold change for certain assets⁽⁶⁾⁽⁵⁾	—		(6,111)		6,111		6,111		4,595		0.49
Supply chain optimization and consolidation ⁽³⁾		1,294		—		1,294		1,294		973		0.10
System Transformation expenses(6)														System Transformation expenses(6)	—		(6,915)		6,915		6,915		5,200		0.56
Other tax adjustments⁽⁴⁾	Other tax adjustments⁽⁴⁾	—		—		—		—		(3,660)		(0.39)		Other tax adjustments(4)	—		—		—		—		(2,178)		(0.24)
Total reconciling items	Total reconciling items	2,263		(8,645)		10,908		54,176		31,881		3.96		Total reconciling items	5,357		(10,451)		15,808		77,825		51,146		6.01
Adjusted results (non-GAAP)	Adjusted results (non-GAAP)	$	827,350	$	729,074	$	98,276	$	69,631	$	40,420	$	4.87	Adjusted results (non-GAAP)	$	1,262,668	$	1,105,646	$	157,022	$	115,450	$	72,691	$	8.31

Following is an explanation of non-GAAP adjustments:

⁽¹⁾This non-cash, fair value adjustment of acquisition related contingent consideration fluctuates based on factors such as long-term interest rates and future cash flow projections of ~~future cash flows of~~the distribution territories subject to sub-bottling fees.

⁽²⁾The Company enters into commodity derivative instruments from time to time to hedge some or all of its projected purchases of aluminum, PET resin, diesel fuel and unleaded gasoline in order to mitigate commodity risk. The Company accounts for its commodity ~~hedges~~derivative instruments on a mark-to-market basis.

⁽³⁾Adjustment reflects expenses within the Nonalcoholic Beverages segment related to the impairment and accelerated depreciation of property, plant and equipment as the Company continues to optimize efficiency opportunities across its business.

³⁸

(4)Adjustment reflects the impact from ~~the~~ reconciling items to reported results on the annualized adjusted effective income tax rate.

⁽⁵⁾Adjustment reflects additional expense for the prospective change of increasing the capitalization thresholds in 2019 on certain low-cost, short-lived assets.

(6)Adjustment reflects expenses incurred during the applicable period of 2019 related to the System Transformation, ~~transactions,~~ which primarily includes information technology system conversions.

⁽⁶⁾~~Adjustment reflects the prospective change of increasing the capitalization thresholds during the applicable period of 2019 on certain low-cost, short-lived assets.~~

Financial Condition

Total assets were ~~$3.18~~$3.31 billion ~~on June 28,~~as of September 27, 2020, which was an increase of ~~$57.7~~$186.0 million from December 29, 2019. Net working capital, defined as current assets less current liabilities, was ~~$265.9~~$292.9 million ~~on June 28,~~as of September 27, 2020, which was an increase of ~~$57.8~~$84.8 million from December 29, 2019.

Significant changes in net working capital ~~on June 28,~~as of September 27, 2020 ~~from~~as compared to December 29, 2019 were as follows:

•An increase in cash and cash equivalents of ~~$67.9~~$155.2 million primarily as a result of our strong operating performance and working capital improvement, primarily related to a reduction in inventory, ~~related to the June sales trends,~~ the timing of accounts payable and the deferral of payroll taxes permitted under the CARES Act.

•~~An increase in accounts receivable, trade of $38.4 million driven primarily by an increase in average daily sales in June 2020, as compared to December 2019.~~

•~~A decrease in accounts receivable from The Coca-Cola Company of $14.3 million, primarily as a result of the timing of cash receipts.~~

•A decrease in inventory of ~~$14.8~~$18.2 million, primarily as a result of higher than ~~anticipated~~expected sales volume and a shift in ~~June that resulted in lower inventory levels.~~product offerings during the COVID-19 pandemic.

•An increase in accounts payable, trade of ~~$28.7~~$47.2 million and an increase in accounts payable to The ~~Coca-Cola~~Coca‑Cola Company of ~~$31.1~~$27.0 million, both primarily as a result of the timing of cash payments.

•A decrease in other accrued compensation of ~~$25.6~~$13.0 million, primarily as a result of the timing of bonus and incentive payments induring the first quarter of ~~2020.~~each fiscal year.

Liquidity and Capital Resources

The Company’s sources of capital include cash flows from operations, available credit facilities and the issuance of debt and equity securities. As of September 27, 2020, the Company had $164.8 million of cash and cash equivalents. The Company has obtained its long-term debt from public markets, private placements and bank facilities. Management believes the Company has sufficient sources of capital available to refinance its maturing debt, finance its business plan, meet its working capital requirements and maintain an appropriate level of capital spending for at least the next 12 months from the issuance of the condensed consolidated financial statements. At this time, the Company does not expect the COVID-19 pandemic to have a material impact on its liquidity or sources of capital. The amount and frequency of future dividends will be determined by the Company’s Board of Directors in light of the earnings and financial condition of the Company at such time, and no assurance can be given that dividends will be declared or paid in the future.

The Company’s ~~total~~long-term debt as of ~~June 28,~~September 27, 2020 and December 29, 2019 was as follows:


(in thousands)	(in thousands)	Maturity Date	June 28, 2020		December 29, 2019		(in thousands)	Maturity Date	September 27, 2020		December 29, 2019
Term loan facility⁽¹⁾	Term loan facility⁽¹⁾	6/7/2021	$	247,500	$	262,500	Term loan facility(1)	6/7/2021	$	240,000	$	262,500
Senior notes	Senior notes	2/27/2023	125,000		125,000		Senior notes	2/27/2023	125,000		125,000
Revolving credit facility	Revolving credit facility	6/8/2023	—		45,000		Revolving credit facility	6/8/2023	—		45,000
Senior notes and unamortized discount on senior notes⁽²⁾	Senior notes and unamortized discount on senior notes⁽²⁾	11/25/2025	349,952		349,948		Senior notes and unamortized discount on senior notes(2)	11/25/2025	349,955		349,948
Senior notes	Senior notes	10/10/2026	100,000		100,000		Senior notes	10/10/2026	100,000		100,000
Senior notes	Senior notes	3/21/2030	150,000		150,000		Senior notes	3/21/2030	150,000		150,000
Debt issuance costs	Debt issuance costs		(2,278)		(2,528)		Debt issuance costs		(2,088)		(2,528)
Long-term debt	Long-term debt		$	970,174	$	1,029,920	Long-term debt		$	962,867	$	1,029,920

⁽²⁾The senior notes due in 2025 were issued at 99.975% of par.

The Company’s term loan facility matures on June 7, 2021. The original aggregate principal amount borrowed by the Company under the facility was $300 million and repayment of principal amounts outstanding began in 2018. The Company may request additional term loans under the term loan facility, provided the Company’s aggregate borrowings under the facility do not exceed $500 million.

4339

As discussed below under “Cash Flows From Financing Activities,” in ~~the first quarter of~~ 2019, the Company sold $100 million aggregate principal amount of senior unsecured notes due in 2026 to MetLife Investment Advisors, LLC (“MetLife”) and certain of its affiliates. The Company may request that MetLife consider the purchase of additional senior unsecured notes of the Company under the agreement in an aggregate principal amount of up to $200 million.

The Company’s revolving credit facility matures on June 8, 2023 and has an aggregate maximum borrowing capacity of $500 million, which may be increased at the Company’s option to $750 million, subject to obtaining commitments from the lenders and satisfying other conditions specified in the credit agreement. The Company currently believes all banks participating in the revolving credit facility have the ability to and will meet any funding requests from the Company. As of ~~June 28,~~September 27, 2020, the Company had no ~~outstanding borrowings~~ outstanding borrowings under the revolving credit facility, and, therefore, had $500 million borrowing capacity available.

All outstanding long-term debt has been issued by the Company and none has been issued by any of its subsidiaries. There are no guarantees of the Company’s debt.

The Company’s Board of Directors has declared, and the Company has paid, dividends on the Common Stock and Class B Common Stock each quarter since 1994. The amount and frequency of future dividends will be determined by the Company’s Board of Directors in light of the earnings and financial condition of the Company at such time, and no assurance can be given that dividends will be declared or paid in the future.

The Company’s credit ratings are reviewed periodically by certain nationally recognized rating agencies. Changes in the Company’s operating results or financial position could result in changes in the Company’s credit ratings. Lower credit ratings could result in higher borrowing costs for the Company or reduced access to capital markets, which could have a material adverse impact on the Company’s operating results or financial position. During the first quarter of 2020, Standard & Poor’s reaffirmed the Company’s BBB rating and revised the Company’s rating outlook to stable from negative. Moody’s rating outlook for the Company is stable. As of ~~June 28,~~September 27, 2020, the Company’s credit ratings were as follows:


						Long-Term Debt
Standard & Poor’s						BBB
Moody’s						Baa2

The Company’s only Level 3 asset or liability is the acquisition related contingent consideration liability. There were no transfers of assets or liabilities from Level 1 or Level 2 in any period presented. Fair value adjustments were non-cash, and, therefore, did not impact the Company’s liquidity or capital resources. Following is a summary of the Level 3 activity:


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Beginning balance - Level 3 liability	Beginning balance - Level 3 liability	$	437,094	$	393,007	$	446,684	$	382,898	Beginning balance - Level 3 liability	$	441,113	$	412,450	$	446,684	$	382,898
Payments of acquisition related contingent consideration	Payments of acquisition related contingent consideration	(10,079)		(6,599)		(20,531)		(12,836)		Payments of acquisition related contingent consideration	(11,468)		(5,948)		(31,999)		(18,784)
Reclassification to current payables	Reclassification to current payables	(450)		(3,180)		(300)		(880)		Reclassification to current payables	(800)		(60)		(1,100)		(940)
Increase in fair value	Increase in fair value	14,548		29,222		15,260		43,268		Increase in fair value	19,808		18,749		35,068		62,017
Ending balance - Level 3 liability	Ending balance - Level 3 liability	$	441,113	$	412,450	$	441,113	$	412,450	Ending balance - Level 3 liability	$	448,653	$	425,191	$	448,653	$	425,191

Cash Sources and Uses

A summary of cash-based activity is as follows:


		First Half							First Nine Months
(in thousands)	(in thousands)	2020		2019		(in thousands)	2020		2019
Cash Sources:	Cash Sources:					Cash Sources:
Net cash provided by operating activities(1)						Net cash provided by operating activities(1)	$	376,401	$	204,583
Borrowings under revolving credit facility	Borrowings under revolving credit facility	$	235,000	$	206,339	Borrowings under revolving credit facility	235,000		331,339
Proceeds from issuance of senior notes	Proceeds from issuance of senior notes	—		100,000		Proceeds from issuance of senior notes	—		100,000
Net cash provided by operating activities⁽¹⁾		229,003		88,586
Proceeds from the sale of property, plant and equipment	Proceeds from the sale of property, plant and equipment	1,764		823		Proceeds from the sale of property, plant and equipment	2,397		1,028
Total cash sources	Total cash sources	$	465,767	$	395,748	Total cash sources	$	613,798	$	636,950

Cash Uses:	Cash Uses:					Cash Uses:
Payments on revolving credit facility	Payments on revolving credit facility	$	280,000	$	186,339	Payments on revolving credit facility	$	280,000	$	376,339
Payments on term loan facility and senior notes	Payments on term loan facility and senior notes	15,000		132,500		Payments on term loan facility and senior notes	22,500		132,500
Additions to property, plant and equipment	Additions to property, plant and equipment	72,886		57,581		Additions to property, plant and equipment	110,717		96,747
Payments of acquisition related contingent consideration	Payments of acquisition related contingent consideration	20,531		12,836		Payments of acquisition related contingent consideration	31,999		18,784
Cash dividends paid	Cash dividends paid	4,686		4,682		Cash dividends paid	7,030		7,026
Payments on financing lease obligations	Payments on financing lease obligations	3,001		4,261		Payments on financing lease obligations	4,428		6,441
Other distribution agreements	Other distribution agreements	—		4,654		Other distribution agreements	—		4,654
Other	Other	1,727		751		Other	1,915		2,018
Total cash uses	Total cash uses	$	397,831	$	403,604	Total cash uses	$	458,589	$	644,509
Net increase (decrease) in cash during period	Net increase (decrease) in cash during period	$	67,936	$	(7,856)	Net increase (decrease) in cash during period	$	155,209	$	(7,559)

⁽¹⁾Net cash provided by operating activities in the first ~~half~~nine months of 2020 included net income tax payments of ~~$2.9~~$36.9 million and ~~net~~pension plan contributions of $16.3 million. Net cash provided by operating activities in the first ~~half~~nine months of 2019 included net income tax payments of ~~$0.1~~$5.5 million and pension plan contributions of $4.9 million.

Cash Flows From Operating Activities

During the first ~~half~~nine months of 2020, cash provided by operating activities was ~~$229.0~~$376.4 million, which was an increase of ~~$140.4~~$171.8 million as compared to the first ~~half~~nine months of 2019. The increase was primarily a result of our strong operating performance and working capital improvement, primarily related to a reduction in inventory, ~~related to the June sales trends,~~ the timing of accounts payable and the deferral of payroll taxes permitted under the CARES Act.

The Company has taken advantage of certain provisions of the CARES Act, which allow an employer to defer the deposit and payment of the employer’s portion of social security taxes that would otherwise be due on or after March 27, 2020 and before January 1, 2021. The law permits an employer to deposit half of these deferred payments by December 31, 2021 and the other half by December 31, 2022.

Cash Flows From Investing Activities

During the first ~~half~~nine months of 2020, cash used in investing activities was ~~$72.7~~$110.1 million, which was an increase of ~~$10.8~~$8.0 million as compared to the first ~~half~~nine months of 2019.

~~Additions~~ The increase was primarily a result of additions to property, plant and equipment,

which were ~~$72.9~~$110.7 million during the first ~~half~~nine months of ~~2020. As~~2020 and $96.7 million during the first nine months of ~~June 28, 2020, $11.9~~2019. There were $25.5 million and $8.9 million of additions to property, plant and equipment ~~were~~ accrued in accounts payable, ~~trade.~~trade as of September 27, 2020 and September 29, 2019, respectively.

~~Additions to property, plant and equipment were $57.6 million during the first half of 2019. As of June 30, 2019, $10.3 million of~~The Company anticipates additions to property, plant and equipment ~~were accrued~~for the full year 2020 will be $180 million to $200 million, with remaining anticipated expenditures in ~~accounts payable, trade.~~the fourth quarter of 2020 of $70 million to $90 million.

Cash Flows From Financing Activities

During the first ~~half~~nine months of 2020, cash used in financing activities was ~~$88.4~~$111.1 million, which was an increase of ~~$53.8~~$1.0 million as compared to the first ~~half~~nine months of 2019. The ~~change was primarily driven by an increase in cash flows from operating activities as noted above which enabled~~Company repaid $67.5 million of debt during the ~~Company to repay debt~~first nine months of ~~$59.7 million.~~2020.

The Company had cash payments for acquisition related contingent consideration of ~~$20.5~~$32.0 million during the first ~~half~~nine months of 2020 and ~~$12.8~~$18.8 million during the first ~~half~~nine months of 2019. The Company anticipates ~~that~~ the amount it could pay annually under the

acquisition related contingent consideration arrangements for the distribution territories subject to sub-bottling fees will be in the range of $28 million to ~~$52~~$53 million.

In ~~the first quarter of~~ 2019, the Company sold $100 million aggregate principal amount of senior unsecured notes due in 2026 to MetLife and certain of its affiliates pursuant to a note purchase and private shelf agreement, dated January 23, 2019, between the Company, MetLife and the other parties thereto. These notes bear interest at 3.93%, payable quarterly in arrears, and will mature on October 10, 2026, unless earlier redeemed by the Company. The Company used the proceeds to refinance the senior notes due on April 15, 2019. The Company may request that MetLife consider the purchase of additional senior unsecured notes of the Company under the agreement in an aggregate principal amount of up to $200 million.

Critical Accounting Policies

See Note 1, Note 3 and Note 910 to the condensed consolidated financial statements for information on the Company’s critical accounting policies.

Off-Balance Sheet Arrangements

The Company is a shareholder of South Atlantic Canners, Inc. (“SAC”), a manufacturing cooperative in Bishopville, South Carolina. All of SAC’s shareholders are ~~Coca-Cola~~Coca‑Cola bottlers and each has equal voting rights. As of ~~June 28,~~September 27, 2020, the Company had guaranteed $14.7 million 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. The Company does not anticipate SAC will fail to fulfill its commitments related to the debt. The Company further believes SAC has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust selling prices of its products to adequately mitigate the risk of material loss from the Company’s guarantee. See Note 1920 to the condensed consolidated financial statements for additional information.

Hedging Activities

The Company uses commodity derivative ~~financial~~ instruments to manage its exposure to ~~movements~~fluctuation in certain commodity prices. Fees paid by the Company for commodity derivative instruments are amortized over the corresponding period of the instrument. The Company accounts for its commodity ~~hedges~~derivative instruments on a mark-to-market basis with any expense or income being reflected as an adjustment to cost of sales or SD&A expenses.

The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk. The Company has master agreements with the counterparties to its commodity derivative ~~financial agreements~~instruments that provide for net settlement of derivative transactions. The net impact of the commodity ~~hedges~~derivative instruments on the condensed consolidated statements of operations was as follows:


		Second Quarter						First Half							Third Quarter				First Nine Months
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2020		2019		2020		2019
Increase in cost of sales		$	378	$	7,784	$	2,592	$	5,795
Increase (decrease) in cost of sales										Increase (decrease) in cost of sales	$	(814)	$	2,984	$	1,778	$	8,779
Increase (decrease) in SD&A expenses	Increase (decrease) in SD&A expenses	219		388		2,995		(1,985)		Increase (decrease) in SD&A expenses	296		582		3,291		(1,403)
Net impact	Net impact	$	597	$	8,172	$	5,587	$	3,810	Net impact	$	(518)	$	3,566	$	5,069	$	7,376

Cautionary Information Regarding Forward-Looking Statements

Certain statements contained in this report, or in other public filings, press releases, or other written or oral communications made by the Company or its representatives, which are not historical facts, are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements address, among other things, Company plans, activities or events which the Company expects will or may occur in the future and may include express or implied projections of revenue or expenditures; statements of plans and objectives for future operations, growth or initiatives; statements of future economic performance, including, but not limited to, the state of the economy, capital investment and financing plans, net sales, cost of sales, SD&A expenses, gross profit, income tax rates, ~~earnings~~net income per diluted share, dividends, pension plan contributions and estimated acquisition related contingent consideration payments; statements regarding the outcome or impact of certain recent accounting pronouncements and pending or threatened litigation; or statements regarding the impact of the COVID-19 pandemic on the Company’s business, financial condition, results of operations or cash flows.

These forward-looking statements may be identified by the use of the words “will,” “may,” “believe,” “plan,” “estimate,” “expect,” “anticipate,” “probably,” “should,” “project,” “intend,” “continue,” “could,” and other similar terms and expressions. Various factors, risks and uncertainties may cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements. Factors, risks and uncertainties that may result in actual results differing from such forward-looking information include, but are not limited to, those listed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for 2019 and in “Item 1A. Risk Factors” of this report and elsewhere herein, including, without limitation, the factors described under “Critical Accounting Policies” in Note 1 to the condensed consolidated financial statements, or in other filings or statements made by the Company. All of the forward-looking statements in this report and other documents or statements are qualified by these and other factors, risks and uncertainties.

Caution should be taken not to place undue reliance on the forward-looking statements included in this report. The Company assumes no obligation to update any forward-looking statements, even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in the Company’s other reports and documents filed with the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to certain market risks that arise in the ordinary course of business. The Company may enter into derivative financial instrument transactions to manage or reduce market risk. The Company does not enter into derivative financial instrument transactions for trading or speculative purposes. A discussion of the Company’s primary market risk exposure and interest rate risk is presented below.

~~Debt and Derivative Financial Instruments~~

The Company is subject to interest rate risk on its variable rate debt, including its revolving credit facility and term loan facility. Assuming no changes in the Company’s capital structure, if market interest rates average 1% more over the next 12 months than the interest rates as of ~~June 28,~~September 27, 2020, interest expense for the next 12 months would increase by approximately ~~$1.5~~$1.4 million. This amount was determined by calculating the effect of the hypothetical interest rate on the unhedged portion of the Company’s variable rate debt. This calculated, hypothetical increase in interest expense for the following 12 months may be different from the actual increase in interest expense from a 1% increase in interest rates due to varying interest rate reset dates on the Company’s variable rate debt.

The Company’s acquisition related contingent consideration, which is adjusted to fair value each reporting period, is also impacted by changes in interest rates. The risk-free interest rate used to estimate the Company’s WACC is a component of the discount rate used to calculate the present value of future cash flows due under the Company’s comprehensive beverage agreement. As a result, any changes in the underlying risk-free interest rate will impact the fair value of the acquisition related contingent consideration and could materially impact the amount of non-cash expense ~~(or income)~~or income recorded each reporting period.

~~Raw Material~~The Company is exposed to certain market risks and ~~Commodity Price Risk~~commodity price risk that arise in the ordinary course of business. The Company may enter into derivative financial instrument transactions to manage or reduce market risk. The Company does not enter into derivative financial instrument transactions for trading or speculative purposes.

The Company is also subject to commodity price risk arising from price movements for certain commodities included as part of its raw materials. The Company manages this commodity price risk in some cases by entering into contracts with adjustable prices to hedge commodity purchases. The Company periodically uses commodity derivative ~~commodity~~ instruments in the management of this risk. The Company estimates a 10% increase in the market prices of commodities included as part of its raw materials over the current market prices would cumulatively increase costs during the next 12 months by approximately ~~$55.9~~$56.3 million assuming no change in volume.

Fees paid by the Company for agreements to hedge commodity purchases are amortized over the corresponding period of the agreement. The Company accounts for its commodity ~~hedges~~derivative instruments on a mark-to-market basis with any expense or

income being reflected as an adjustment to cost of sales or SD&A ~~expenses.~~

~~Effects~~expenses, consistent with the expense classification of ~~Changing Prices~~the underlying hedged item.

The annual rate of inflation in the United States, as measured by year-over-year changes in the Consumer Price Index (the “CPI”), was 2.3% in 2019 and 2.4% in 2018. Inflation in the prices of those commodities important to the Company’s business is reflected in changes in the CPI, but commodity prices are volatile and in recent years have moved at a faster rate of change than the CPI.

The principal effect of inflation in both commodity and consumer prices on the Company’s operating results is to increase costs, both of goods sold and SD&A expenses. Although the Company can offset these cost increases by increasing selling prices for its products, consumers may not have the buying power to cover these increased costs and may reduce their volume of purchases of those products. In that event, selling price increases may not be sufficient to offset completely the Company’s cost increases.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), pursuant to Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~June 28,~~September 27, 2020.

There has been no change in the Company’s internal control over financial reporting during the quarter ended ~~June 28,~~September 27, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

4844

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Except as set forth below, there have been no material changes in the Company’s risk factors from those disclosed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for 2019.

The COVID-19 pandemic and other pandemic outbreaks in the future could materially adversely affect our business, financial condition, results of operations or cash flows.

The COVID-19 pandemic has ~~had a significant impact on~~significantly impacted our business and results of operations, as government-imposed restrictions on social and commercial activity to promote social distancing have caused significant changes to consumer purchasing behavior. Governmental and societal impositions of restrictions on public gatherings have had, and we expect will continue to have, adverse effects on our business, including, but not limited to, the following:

•Due to the closing or ~~restrictive~~restricted operations of ~~restaurants, schools and amusement and recreational facilities,~~many public locations, we ~~saw~~have experienced a decrease in ~~on-premise consumption~~sales volume in “on-premise” accounts, where products are typically consumed immediately, such as restaurants, schools, amusement parks and ~~sales in the second quarter of 2020.~~recreational facilities. This negative trend is likely to continue ~~throughout~~for the remainder of 2020, and, if the ~~COVID-19~~COVID‑19 pandemic continues or intensifies, its negative ~~impacts~~impact on our net sales ~~could be more prolonged and~~ may persist or become more severe. ~~While since the outbreak we~~We have experienced increased sales volume in our larger retail customer outlets ~~from pantry loading~~ as consumers stock up on certain of our products with the expectation of spending more time at home during the ~~crisis,~~pandemic; however, such increased sales ~~levels~~volume may not continue in the ~~longer~~long term and may not offset the pressure we are experiencing in our on-premise customer outlets.

•Consumer demand has shifted ~~away~~ from ~~some of our more profitable~~higher margin products sold for immediate consumption through smaller retail ~~store~~stores and on-premise ~~outlets~~locations to lower margin, take home products sold in ~~larger retail store outlets, including~~ grocery stores, ~~and~~ mass merchandise ~~outlets.~~stores and club stores. We expect this shift in consumer purchasing ~~patterns is likely~~behavior to continue while shelter-in-place and social distancing behaviors are mandated or encouraged, and possibly for a period of time thereafter. ~~As a result, our profitability could decline significantly if this shift in our business continues.~~

•Deteriorating economic conditions in our ~~territory affected by the COVID-19 pandemic,~~territories, such as increasing unemployment, decreasing disposable income, declining consumer confidence, or economic slowdowns or recessions, could cause aan overall decrease in demand for our products ~~overall~~ or a shift in ~~different channels.~~the types of products sold.

•Disruptions in our concentrate suppliers’ production and distribution operations could increase concentrate costs and ~~may~~ create delays in delivery of concentrate, which could adversely impact our ability to manufacture and distribute certain ~~of our products to our customers.~~products. Further, disruptions in supply chains have placed, and may continue to place, constraints on our ability to procure beverage containers, such as plastic bottles and ~~cans, which has~~aluminum cans. These supply chain disruptions have increased, and in the future could increase further, our packaging costs and alter the product offerings to our customers.

•We may be required to write off obsolete inventory, accounts receivable and balances of advanced funding provided to customers that permanently close or suffer financial hardships as a result of the COVID-19 ~~pandemic’s damaging impacts on their respective businesses.~~pandemic.

•The current uncertain credit market conditions and ~~their~~the actual or perceived effects on our financial condition and results of operations, along with the current unfavorable economic environment in the United States, may increase the likelihood that one or more of the ~~major independent credit~~nationally recognized rating agencies will downgrade our credit ratings, which could result in higher borrowing costs for the Company or reduced access to capital markets, which could have a ~~negative effect~~material adverse impact on ~~our borrowing costs and our ability to access bank and capital markets.~~the Company’s operating results or financial position.

•Governmental authorities in the United States may increase or impose new income taxes or indirect taxes, or revise interpretations of existing tax rules and regulations, as a means ~~of financing~~to finance the ~~costs~~cost of stimulus packages and other

measures enacted or taken, or that may be enacted or taken in the future, to protect populations and economies from the impact of the COVID-19 pandemic. Alternatively, concerns about the difficulty or desirability of financing additional fiscal stimulus at the federal level could prevent such stimulus from being authorized in a timely manner or at all. Such actions could have an adverse effect on our results of operations or cash flows.

•We rely on third-party service providers and business partners, such as cloud data storage and other information technology service providers, suppliers, distributors, contractors, joint venture partners and other external business partners, for certain functions or for services in support of key portions of our operations. These third-party service providers and business partners are subject to risks and uncertainties related to the COVID-19 pandemic, which may interfere with their ability to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance with our agreed-upon terms.

•As a result of the COVID-19 pandemic, including related governmental guidance or directives, we have encouraged, and in some cases required, most office-based employees, including most employees based at our corporate headquarters in Charlotte, North Carolina, to work remotely. We may experience reductions in productivity and disruptions to our business routines while our remote-work policy remains in place.

•Actions we have taken or may take, or decisions we have made or may make, because of the COVID-19 pandemic may result in legal claims or litigation against us.

•The resumption of normal business operations after the disruptions caused by the COVID-19 pandemic may be delayed or constrained by its lingering effects on our consumers, customers, suppliers and/or third-party service providers.

Any of the negative impacts of the COVID-19 pandemic, including those described above, alone or in combination with others, may have a material adverse effect on our business, financial condition, results of operations or cash flows. Any of these negative impacts, alone or in combination with others, could exacerbate many of the risk factors discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for 2019. The full extent to which the COVID-19 pandemic will negatively affect our business, financial condition, results of operations or cash flows will depend on future developments that are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.Future pandemics may also pose risks similar to or more severe than the risks associated with the COVID-19 pandemic, which are impossible to predict at this time.

5046

Item 6. Exhibits.

Exhibit

No.

Description

Incorporated by Reference or
Filed/Furnished Herewith

3.1

Restated Certificate of Incorporation of the Company.

Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 (File No. 0-9286).

3.2

Certificate of Amendment to Restated Certificate of Incorporation of the Company.

Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 2, 2019 (File No. 0-9286).

3.3

Amended and Restated By-laws of the Company.

Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 2, 2019 (File No. 0-9286).

4.1

First Amended and Restated Revolving Credit Loan Agreement, dated as of October 7, 2020, by and between the Company and Piedmont Coca ‑Cola Bottling Partnership.

Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 13, 2020 (File No. 0-9286).

4.2

Form of Demand Short-Term Promissory Note (included in Exhibit 4.1 above).

Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 13, 2020 (File No. 0-9286).

10.1

First Amendment to Lease Agreement, dated as of June 30, 2020, between the Company and Harrison Limited Partnership One.

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2020 (File No. 0-9286).

10.2*

Separation Agreement and Release, dated as of July 14, 2020, by and between the Company and William J. Billiard.

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2020 (File No. 0-9286).

10.3

Amendment No.3 to Limited Liability Company Agreement of CONA Services LLC, dated as of August 5, 2020 and effective as of January 1, 2019, by and among the Company, The Coca ‑Cola Company and the other bottlers named therein.

Filed herewith.

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Furnished herewith.

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Filed herewith.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

Filed herewith.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Filed herewith.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Filed herewith.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

Filed herewith.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith.

104

Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Filed herewith.

^(*)

*Indicates a management contract or compensatory plan or arrangement.

5147

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		COCA-COLA CONSOLIDATED, INC. (REGISTRANT)

Date: ~~August 4,~~November 3, 2020	By:	/s/ F. Scott Anthony
		F. Scott Anthony Executive Vice President and Chief Financial Officer (Principal Financial Officer of the Registrant)

Date: ~~August 4,~~November 3, 2020	By:	/s/ ~~William~~Matthew J. ~~Billiard~~Blickley
		~~William~~Matthew J. ~~Billiard~~Blickley Senior Vice President, Financial Planning and Chief Accounting Officer (Principal Accounting Officer of the Registrant)

5248


		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations	1

	Condensed Consolidated Statements of Comprehensive Income	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Cash Flows	4

	Condensed Consolidated Statements of Changes in Equity	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2927

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4743

Item 4.	Controls and Procedures	4844

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	4945

Item 1A.	Risk Factors	4945

Item 6.	Exhibits	5147

	Signatures	5248


(in thousands)	Balance Sheet Classification	June 28, 2020		December 29, 2019
Assets:
Commodity hedges at fair market value	Prepaid expenses and other current assets	$	823	$	1,007
Total assets		$	823	$	1,007

Liabilities:
Commodity hedges at fair market value	Other accrued liabilities	$	2,918	$	1,174
Total liabilities		$	2,918	$	1,174