Skip to main content

Coca-Cola Consolidated Inc

For the period ended Dec 31, 2023. Filed Feb 21, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 21, 2024

COKE$207.89-2.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the fiscal year ended December 31, 2023

or

☐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

(Exact name of registrant as specified in its charter)

Delaware56-0950585
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
4100 Coca-Cola PlazaCharlotte, NC28211
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (980)392-8298

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per shareCOKEThe Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

ClassMarket Value as of June 30, 2023
Common Stock, par value $l.00 per share$3,744,268,821
Class B Common Stock, par value $l.00 per share*

*No market exists for the Class B Common Stock, which is neither registered under Section 12 of the Act nor subject to Section 15(d) of the Act. The Class B Common Stock is convertible into Common Stock on a share-for-share basis at any time at the option of the holder.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

ClassOutstanding as of January 26, 2024
Common Stock, par value $1.00 per share8,368,993
Class B Common Stock, par value $1.00 per share1,004,696

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed with the United States Securities and Exchange Commission in connection with the registrant’s 2024 Annual Meeting of Stockholders are incorporated by reference in Part III of this report to the extent described herein.

ANNUAL REPORT ON FORM 10‑K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Item 1A.Risk Factors8
Item 1B.Unresolved Staff Comments16
Item 1C.Cybersecurity16
Item 2.Properties18
Item 3.Legal Proceedings19
Item 4.Mine Safety Disclosures19
Information About Our Executive Officers20
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22
Item 6.[Reserved]22
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 7A.Quantitative and Qualitative Disclosures About Market Risk37
Item 8.Financial Statements and Supplementary Data39
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure81
Item 9A.Controls and Procedures81
Item 9B.Other Information81
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections81
PART III
Item 10.Directors, Executive Officers and Corporate Governance82
Item 11.Executive Compensation82
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82
Item 13.Certain Relationships and Related Transactions, and Director Independence82
Item 14.Principal Accountant Fees and Services82
PART IV
Item 15.Exhibits and Financial Statement Schedules83
Signatures90

i

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.