The following Management's Discussion and Analysis of Financial Condition and
Results of Operations of Coca­Cola 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. The condensed consolidated financial
statements include the consolidated operations of the Company and its
majority-owned subsidiaries. All comparisons are to the corresponding period in
the prior year unless specified otherwise.

Each of the Company's quarters, other than the fourth quarter, ends on the
Friday closest to the last day of the corresponding quarterly calendar period.
The Company's fourth quarter and fiscal year end on December 31 regardless of
the day of the week on which December 31 falls. The condensed consolidated
financial statements presented are:

•The financial position as of April 1, 2022 and December 31, 2021.
•The results of operations, comprehensive income and changes in stockholders'
equity for the three-month periods ended April 1, 2022 (the "first quarter" of
fiscal 2022 ("2022")) and April 2, 2021 (the "first quarter" of fiscal 2021
("2021")).
•The changes in cash flows for the first quarter of 2022 and the first quarter
of 2021.

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 Coca­Cola
bottler in the United States. Approximately 86% of our total bottle/can sales
volume to retail customers consists of products of The Coca­Cola 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 Keurig
Dr Pepper Inc. ("Dr Pepper") and Monster Energy Company ("Monster Energy"). Our
purpose is to honor God in all we do, serve others, pursue excellence and grow
profitably. Our Common 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.
Sparkling beverages are carbonated beverages and the Company's principal
sparkling beverage is Coca­Cola. Still beverages include energy products and
noncarbonated beverages such as bottled water, ready to drink tea, ready to
drink coffee, enhanced water, juices and sports drinks.

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. 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 Coca­Cola 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 products are sold and distributed in the United States through
various channels, which include selling directly to customers, including grocery
stores, mass merchandise stores, club stores, convenience stores and drug
stores, selling to on-premise locations, where products are typically consumed
immediately, such as restaurants, schools, amusement parks and recreational
facilities, and selling through other channels such as vending machine outlets.

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

                                       24
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Business seasonality results primarily from higher unit sales of the Company's
products in the second and third quarters of the fiscal year, as sales of our
products are typically correlated with warmer weather. 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



Net sales increased 11% to $1.40 billion in the first quarter of 2022, while
physical case volume decreased 0.6%. The increase in net sales was driven
primarily by pricing actions taken on most of our Sparkling and Still beverages
during the second half of 2021 and the beginning of 2022. While Sparkling
beverage volume decreased 1.5% in the quarter, category demand remained strong
when considering the higher pricing in the marketplace. Sales of single-serve
products sold in small stores and other immediate consumption channels continued
to perform well as on-premise outlets return to pre-pandemic operating levels.
Sparkling immediate consumption packages were up 4.6% in the quarter. Still
beverage volume increased 1.6% in the quarter driven primarily by BODYARMOR,
which we began distributing in our Mid-Atlantic territory at the beginning of
2022.

Gross profit in the first quarter of 2022 increased $58.9 million, or 13%, while
gross margin improved 80 basis points to 36.1%. On an adjusted basis, as defined
in the "Adjusted Non-GAAP Results" section, gross profit in the first quarter of
2022 was $500.1 million, which represented an increase of $51.4 million or 12%.
Adjusted gross margin was 35.6%, an increase of 30 basis points compared to the
first quarter of 2021. The improvement in gross profit was primarily due to
strong price realization which led to improved gross margins during this period
of high commodity price inflation.

Selling, delivery and administrative ("SD&A") expenses in the first quarter of
2022 increased $22.1 million, or 6%. SD&A expenses as a percentage of net sales
decreased 110 basis points to 26.8% in the first quarter of 2022. The increase
in SD&A expenses related primarily to an increase in payroll expenses as a
result of compensation adjustments made in 2021 in order to remain competitive
in a tight labor market. In addition, higher levels of inflation contributed to
the overall increase in SD&A expenses across a number of spending categories.

Income from operations in the first quarter of 2022 was $131.0 million, compared to $94.2 million in the first quarter of 2021, an increase of 39%. On an adjusted basis, income from operations in the first quarter of 2022 was $117.3 million, an increase of 25%.

Net income in the first quarter of 2022 was $93.4 million, compared to $53.4 million in the first quarter of 2021, an improvement of $40.0 million.



Cash flows provided by operations for the first quarter of 2022 were
$130.9 million, compared to $81.9 million for the first quarter of 2021. The
significant increase in operating cash flows for the first quarter of 2022 was a
result of our strong operating performance. We continue to invest in long-term
strategic projects to optimize our supply chain and broaden our brand portfolio.
Two investments made during the first quarter were the purchase of our
Charlotte, N.C. production facility for $60.0 million and the acquisition of the
BODYARMOR distribution rights in our Mid-Atlantic territory for $30.1 million.

COVID-19 Impact



The Company continues to diligently monitor and manage through the impact of the
ongoing COVID-19 pandemic on all aspects of its business, including the impact
on its teammates, communities and customers.

The Company continues to implement its COVID-19 Response Program, including
numerous actions to protect and promote the health and safety of its consumers,
customers, suppliers, teammates and communities. Such actions include following
prescribed Company and other accepted health and safety standards and protocols,
including those adopted by the Centers for Disease Control and Prevention (the
"CDC") and local health authorities. Risk mitigation and safety activities
continue; examples include adhering to sanitation protocols and promoting
hygiene practices recommended by the CDC; offering supplemental sick time for
non-exempt teammates; and modifying our health and welfare plans for
COVID-19-related events.

At this time and based on current trends, we do not expect the COVID-19 pandemic
to materially impact our liquidity position or access to capital in 2022. We
also have not experienced, and do not expect, any material impairments or
adjustments to the fair values of our assets or the collectability of our
receivables as a result of the COVID-19 pandemic.

                                       25
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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 product procurement, manufacturing conversion,
transportation, warehousing and distribution, to ensure in-store execution can
occur. We continue to invest in tools and technology to enable our teammates to
operate more effectively and efficiently with our customers and drive long-term
value in our business.

Revenue Management: Our revenue management strategy focuses on pricing our
brands and packages optimally within product categories and channels, creating
effective working relationships with our customers and making disciplined
fact-based 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: We are continually focused on optimizing our supply
chain, which includes identifying nearby warehousing and distribution operations
that can be consolidated into new facilities to increase capacity, expand
production capabilities, reduce overall production costs and add automation to
allow the Company to better serve its customers and consumers.

Cash Flow Generation: 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.

Results of Operations

First Quarter Results

The Company's results of operations for the first quarter of 2022 and the first
quarter of 2021 are highlighted in the table below and discussed in the
following paragraphs.

                                                           First Quarter
(in thousands)                                         2022             2021           Change
Net sales                                          $ 1,404,358      $ 1,269,857      $ 134,501
Cost of sales                                          896,782          821,154         75,628
Gross profit                                           507,576          448,703         58,873
Selling, delivery and administrative expenses          376,591          354,519         22,072
Income from operations                                 130,985           94,184         36,801
Interest expense, net                                    7,699            8,746         (1,047)
Other (income) expense, net                             (3,279)          12,055        (15,334)
Income before taxes                                    126,565           73,383         53,182
Income tax expense                                      33,175           20,020         13,155
Net income                                              93,390           53,363         40,027
Other comprehensive income, net of tax                     815            1,332           (517)
Comprehensive income                               $    94,205      $    54,695      $  39,510



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Net Sales



Net sales increased $134.5 million, or 10.6%, to $1.40 billion in the first
quarter of 2022, as compared to $1.27 billion in the first quarter of 2021. The
increase in net sales was primarily attributable to the following (in millions):

  First Quarter 2022         Attributable to:
$             140.0          Increase in net sales related to price increases and the shift in
                             product mix. Approximately 80% of this increase was driven by an
                             increase in average bottle/can sales price per unit charged to retail
                             customers, while approximately 20% was related to the shift in product
                             mix to higher revenue still products in order to meet consumer
                             preferences.
               (7.7)         Decreased physical case volume

                2.2          Other
$             134.5          Total increase in net sales


Net sales by product category were as follows:



                                                First Quarter
(in thousands)                              2022             2021          % Change
Bottle/can sales:
Sparkling beverages                     $   775,584      $   694,179         11.7  %
Still beverages                             467,933          420,056         11.4  %
Total bottle/can sales                    1,243,517        1,114,235         11.6  %

Other sales:
Sales to other Coca­Cola bottlers            84,296           81,658          3.2  %
Post-mix and other                           76,545           73,964          3.5  %
Total other sales                           160,841          155,622          3.4  %

Total net sales                         $ 1,404,358      $ 1,269,857         10.6  %


Product category sales volume of physical cases and the percentage change by product category were as follows:



                                             First Quarter
(in thousands)                          2022                2021        % Change
Bottle/can sales volume:
Sparkling beverages                   60,182               61,116         (1.5) %
Still beverages                       26,220               25,801          1.6  %
Total bottle/can sales volume         86,402               86,917         

(0.6) %

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 Quarter


                                                                       2022                     2021
Approximate percent of the Company's total bottle/can
sales volume:
Wal-Mart Stores, Inc.                                                         20  %                   20  %
The Kroger Company                                                            12  %                   13  %
Total approximate percent of the Company's total
bottle/can sales volume                                                       32  %                   33  %

Approximate percent of the Company's total net sales: Wal-Mart Stores, Inc.

                                                         15  %                   14  %
The Kroger Company                                                             9  %                    9  %
Total approximate percent of the Company's total net
sales                                                                         24  %                   23  %



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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 products from manufacturing plants 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 increased $75.6 million, or 9.2%, to $896.8 million in the first
quarter of 2022, as compared to $821.2 million in the first quarter of 2021. The
increase in cost of sales was primarily attributable to the following (in
millions):

 First Quarter 2022         Attributable to:
$             87.3          Increased input costs, including aluminum, PET resin and transportation
                            costs, partially due to the impacts of

inflation, as well as the shift in


                            product mix to meet consumer preferences

              (4.3)         Decreased physical case volume

              (7.4)         Other
$             75.6          Total increase in cost of sales



The Company relies extensively on advertising and sales promotions in the
marketing of its products. The Coca­Cola Company and other beverage companies
that supply concentrates, syrups and finished products to the Company make
substantial marketing and advertising expenditures, including national
advertising programs, to develop their brand identities and promote sales in the
Company's territories. Certain of these marketing and advertising expenditures
are made pursuant to annual arrangements. Total marketing funding support from
The Coca­Cola Company and other beverage companies, which includes both direct
payments to the Company and payments to customers for marketing programs, was
$34.4 million in the first quarter of 2022 and $30.0 million in the first
quarter of 2021.

Selling, Delivery and Administrative Expenses



SD&A expenses include the following: sales management labor costs, distribution
costs resulting from transporting finished products from distribution centers to
customer locations, distribution center overhead including depreciation expense,
distribution center warehousing costs, delivery vehicles and cold drink
equipment, point-of-sale expenses, advertising expenses, cold drink equipment
repair costs, amortization of intangible assets and administrative support labor
and operating costs.

SD&A expenses increased $22.1 million, or 6.2%, to $376.6 million in the first
quarter of 2022, as compared to $354.5 million in the first quarter of 2021.
SD&A expenses as a percentage of net sales decreased to 26.8% in the first
quarter of 2022 from 27.9% in the first quarter of 2021. The increase in SD&A
expenses was primarily attributable to the following (in millions):

 First Quarter 2022         Attributable to:
$             20.0          Increase in payroll expenses as a result of compensation adjustments
                            which were made in order to remain competitive in a tight labor market
               2.1          Other
$             22.1          Total increase in SD&A expenses


Shipping and handling costs included in SD&A expenses were $180.4 million in the first quarter of 2022 and $157.4 million in the first quarter of 2021.

Interest Expense, Net



Interest expense, net decreased $1.0 million, or 12.0%, to $7.7 million in the
first quarter of 2022, as compared to $8.7 million in the first quarter of 2021.
The decrease was primarily a result of lower average debt balances.

                                       28
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Other (Income) Expense, Net

A summary of other (income) expense, net is as follows:



                                                                               First Quarter
(in thousands)                                                            2022               2021
Increase (decrease) in the fair value of the acquisition              $  (5,457)         $  10,998
related contingent consideration liability
Non-service cost component of net periodic benefit cost                   2,178              1,057
Total other (income) expense, net                                     $  

(3,279) $ 12,055





Each reporting period, the Company adjusts its acquisition related contingent
consideration liability related to the distribution territories subject to
acquisition related sub-bottling payments to fair value. The fair value is
determined by discounting future expected acquisition related sub-bottling
payments required under the Company's comprehensive beverage agreements, 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. The life of these distribution assets is generally 40 years. The
Company is required to pay the current portion of the acquisition related
sub-bottling payment on a quarterly basis.

The decrease in the fair value of the acquisition related contingent
consideration liability in the first quarter of 2022 as compared to the first
quarter of 2021 was primarily driven by an increase in the discount rate used to
calculate fair value.

Income Tax Expense

The Company's effective income tax rate was 26.2% for the first quarter of 2022
and 27.3% for the first quarter of 2021. The Company's income tax expense
increased $13.2 million, or 65.7%, to $33.2 million for the first quarter of
2022, as compared to $20.0 million for the first quarter of 2021. The increase
in income tax expense was primarily attributable to higher income before taxes
during the first quarter of 2022 compared to the first quarter of 2021.

Other Comprehensive Income, Net of Tax

Other comprehensive income, net of tax was $0.8 million in the first quarter of 2022 and $1.3 million in the first quarter of 2021.

Segment Operating Results



The Company evaluates segment reporting in accordance with 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 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."

                                       29
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The Company's segment results are as follows:



                                                  First Quarter
(in thousands)                                2022             2021
Net sales:
Nonalcoholic Beverages                    $ 1,373,221      $ 1,235,090
All Other                                      96,163           89,949
Eliminations(1)                               (65,026)         (55,182)
Consolidated net sales                    $ 1,404,358      $ 1,269,857

Income from operations:
Nonalcoholic Beverages                    $   134,558      $    95,042
All Other                                      (3,573)            (858)

Consolidated income from operations $ 130,985 $ 94,184





(1)The entire net sales elimination represents net sales from the All Other
segment to the Nonalcoholic Beverages segment. Sales between these segments are
recognized at either fair market value or cost depending on the nature of the
transaction.

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 of the financial
statements 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):



                                                                                           First Quarter 2022
(in thousands, except per                                                            Income from         Income before                             Basic net income
share data)                            Gross profit           SD&A expenses           operations             taxes              Net income            per share
Reported results (GAAP)              $     507,576          $      376,591          $   130,985          $   126,565          $    93,390          $        9.96
Fair value adjustment of
acquisition related contingent
consideration(1)                                 -                       -                    -               (5,457)              (4,109)                 (0.44)
Fair value adjustments for
commodity derivative
instruments(2)                              (7,494)                  6,225              (13,719)             (13,719)             (10,330)                 (1.10)
Supply chain optimization(3)                     5                     (39)                  44                   44                   33                      -
Total reconciling items                     (7,489)                  6,186              (13,675)             (19,132)             (14,406)                 (1.54)

Adjusted results (non-GAAP) $ 500,087 $ 382,777

        $   117,310          $   107,433          $    78,984          $        8.42



                                                                                           First Quarter 2021

(in thousands, except per                                                             Income from         Income before                            Basic net income
share data)                            Gross profit           SD&A expenses           operations              taxes             Net income            per share
Reported results (GAAP)              $     448,703          $      354,519          $     94,184          $   73,383          $    53,363          $        5.69
Fair value adjustment of
acquisition related contingent
consideration(1)                                 -                       -                     -              10,998                8,249                   0.89
Fair value adjustments for
commodity derivative
instruments(2)                                (288)                    560                  (848)               (848)                (636)                 (0.07)
Supply chain optimization(3)                   276                    (106)                  382                 382                  287                   0.03
Total reconciling items                        (12)                    454                  (466)             10,532                7,900                   0.85
Adjusted results (non-GAAP)          $     448,691          $      354,973          $     93,718          $   83,915          $    61,263          $        6.54



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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 the distribution territories subject to
acquisition related sub-bottling payments.
(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 derivative instruments on a mark-to-market basis.
(3)Adjustment reflects expenses within the Nonalcoholic Beverages segment as the
Company continues to optimize efficiency opportunities across its business.

Financial Condition



Total assets were $3.43 billion as of April 1, 2022, which was a decrease of
$19.6 million from December 31, 2021. Net working capital, defined as current
assets less current liabilities, was $157.1 million as of April 1, 2022, which
was a decrease of $84.7 million from December 31, 2021.

Significant changes in net working capital as of April 1, 2022 as compared to December 31, 2021 were as follows:



•A decrease in inventories of $26.6 million primarily as a result of consumption
of higher inventory levels, which were built in anticipation of increased input
costs due to inflation, as of December 31, 2021.
•An increase in current portion of debt of $125.0 million due to the Company's
senior notes maturing on February 27, 2023.
•A decrease in accounts payable, trade of $45.6 million due to the timing of
cash payments.
•A decrease in accrued compensation of $37.6 million, primarily as a result of
the timing of bonus and incentive payments in the first quarter of 2022.

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 April 1,
2022, the Company had $127.1 million in cash and cash equivalents. The Company
has obtained its debt from public markets, private placements and bank
facilities. Management believes the Company has sufficient sources of capital
available to repay 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 access to
capital.

The Company's debt as of April 1, 2022 and December 31, 2021 was as follows:

(in thousands)                                         Maturity Date             April 1, 2022           December 31, 2021
Senior notes                                             2/27/2023             $      125,000          $          125,000
Senior bonds and unamortized discount on
senior bonds(1)                                          11/25/2025                   349,968                     349,966
2021 Revolving Credit Facility                            7/9/2026                          -                           -
Senior notes                                             10/10/2026                   100,000                     100,000
Senior notes                                             3/21/2030                    150,000                     150,000
Debt issuance costs                                                                    (1,394)                     (1,523)
Total debt                                                                     $      723,574          $          723,443


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



The indenture under which the Company's senior bonds were issued does not
include financial covenants but does limit the incurrence of certain liens and
encumbrances as well as indebtedness by the Company's subsidiaries in excess of
certain amounts. The agreements under which the Company's nonpublic debt was
issued include two financial covenants: a consolidated cash flow/fixed charges
ratio and a consolidated funded indebtedness/cash flow ratio, each as defined in
the respective agreement. The Company was in compliance with these covenants as
of April 1, 2022. These covenants have not and are not expected to restrict the
Company's liquidity or capital resources.

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


                                       31
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The Company's Board of Directors has declared, and the Company has paid,
dividends on the Common Stock and the Class B Common Stock and each class of
common stock has participated equally in all dividends each quarter for more
than 25 years. 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. As of April 1, 2022, the
Company's credit ratings and outlook for its debt were as follows:

                          Credit Rating       Rating Outlook
Moody's                       Baa1                Stable
Standard & Poor's              BBB               Positive


The Company's only Level 3 asset or liability is the acquisition related contingent consideration liability. There were no transfers 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:



                                                                     First 

Quarter


(in thousands)                                                    2022      

2021


Beginning balance - Level 3 liability                          $ 542,105      $ 434,694
Payments of acquisition related contingent consideration          (9,822)   

(10,046)


Reclassification to current payables                               1,100    

100


Increase (decrease) in fair value                                 (5,457)   

10,998


Ending balance - Level 3 liability                             $ 527,926      $ 435,746



Cash Sources and Uses

A summary of cash-based activity is as follows:



                                                                     First Quarter
(in thousands)                                                    2022           2021
Cash Sources:
Net cash provided by operating activities(1)                   $ 130,881

$ 81,910



Proceeds from the sale of property, plant and equipment            2,178            74
Total cash sources                                             $ 133,059      $ 81,984

Cash Uses:
Additions to property, plant and equipment                     $ 104,353      $ 37,204
Acquisition of BODYARMOR distribution rights                      30,149    

1,998



Payments of acquisition related contingent consideration           9,822    

10,046


Cash dividends paid                                                2,344    

2,343


Payments on financing lease obligations                            1,375    

1,447


Payments on term loan facility                                         -        31,250
Other                                                                245           661
Total cash uses                                                $ 148,288      $ 84,949
Net decrease in cash during period                             $ (15,229)

$ (2,965)





(1)Net cash provided by operating activities included net income tax payments of
$1.2 million in the first quarter of 2022 and $0.6 million in the first quarter
of 2021.

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Cash Flows From Operating Activities



During the first quarter of 2022, cash provided by operating activities was
$130.9 million, which was an increase of $49.0 million as compared to the first
quarter of 2021. The cash flows from operations were primarily the result of our
strong operating performance.

Cash Flows From Investing Activities



During the first quarter of 2022, cash used in investing activities was
$132.5 million, which was an increase of $92.9 million as compared to the first
quarter of 2021. The increase was primarily a result of additions to property,
plant and equipment, which were $104.4 million during the first quarter of 2022
and $37.2 million during the first quarter of 2021. There were $12.7 million and
$16.2 million of additions to property, plant and equipment accrued in accounts
payable, trade as of April 1, 2022 and April 2, 2021, respectively.

On January 1, 2022, the Company acquired $30.1 million of BODYARMOR distribution
rights. On March 17, 2022, CCBCC Operations, LLC, a wholly owned subsidiary of
the Company, purchased the Snyder Production Center and an adjacent sales
facility in Charlotte, North Carolina for a purchase price of $60.0 million,
which was included in additions to property, plant and equipment.

The Company anticipates additions to property, plant and equipment in 2022 to be in the range of $200 million to $220 million.

Cash Flows From Financing Activities



During the first quarter of 2022, cash used in financing activities was
$13.6 million, which was a decrease of $31.6 million as compared to the first
quarter of 2021. The decrease was primarily a result of payments on the
Company's term loan facility made during the first quarter of 2021 that did not
recur in the first quarter of 2022.

The Company had cash payments for acquisition related contingent consideration
of $9.8 million during the first quarter of 2022 and $10.0 million during the
first quarter of 2021. The Company anticipates that the amount it could pay
annually under the acquisition related contingent consideration arrangements for
the distribution territories subject to acquisition related sub-bottling
payments will be in the range of $38 million to $64 million.

During 2021, the Company used a combination of cash on hand and borrowings under
its previous revolving credit facility (the "2018 Revolving Credit Facility") to
repay the remaining balance of its previous term loan facility that matured on
June 7, 2021.

Also during 2021, the Company entered into a credit agreement, providing for a
five-year unsecured revolving credit facility with an aggregate maximum
borrowing capacity of $500 million (the "2021 Revolving Credit Facility"),
maturing on July 9, 2026. Borrowings under the 2021 Revolving Credit Facility
bear interest at a base rate or adjusted London InterBank Offered Rate
("LIBOR"), at the Company's option, plus an applicable rate, depending on the
rating for the Company's long-term senior unsecured, non-credit-enhanced debt
("Debt Rating"). The 2021 Revolving Credit Facility's underlying credit
agreement includes successor LIBOR rate provisions, providing that the Secured
Overnight Financing Rate will be used as the LIBOR replacement rate for
borrowings under the facility after June 30, 2023, unless the Company and its
lenders agree to an alternative reference rate based on prevailing market
convention at the replacement date. In addition, the Company must pay a facility
fee on the lenders' aggregate commitments under the 2021 Revolving Credit
Facility ranging from 0.060% to 0.175% per annum, depending on the Company's
Debt Rating. The Company currently believes all banks participating in the 2021
Revolving Credit Facility have the ability to and will meet any funding requests
from the Company. The 2021 Revolving Credit Facility replaced the 2018 Revolving
Credit Facility.

Also during 2021, the Company entered into a term loan agreement, providing for
a three-year senior unsecured term loan facility in the aggregate principal
amount of $70 million (the "2021 Term Loan Facility"), maturing on July 9, 2024.
Borrowings under the 2021 Term Loan Facility bore interest at a base rate or
adjusted LIBOR, at the Company's option, plus an applicable rate, depending on
the Company's Debt Rating. The entire amount of the 2021 Term Loan Facility was
fully drawn and subsequently repaid during 2021.

Hedging Activities

The Company uses commodity derivative instruments to manage its exposure to fluctuations in certain commodity prices. Fees paid by the Company for commodity derivative instruments are amortized over the corresponding period of the instrument. The


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Company accounts for its commodity 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, consistent with the expense classification of the
underlying hedged item.

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
instruments that provide for net settlement of derivative transactions. The net
impact of the commodity derivative instruments on the condensed consolidated
statements of operations was as follows:

                                       First Quarter
(in thousands)                      2022           2021
Decrease in cost of sales        $ (10,493)     $   (962)
Decrease in SD&A expenses           (8,444)         (844)
Net impact                       $ (18,937)     $ (1,806)

Cautionary Note Regarding Forward-Looking Statements



Certain statements made in this report, or in other public filings, press
releases, or other written or oral communications made by the Company, 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 involve risks and uncertainties which we expect will
or may occur in the future and may impact our business, financial condition and
results of operations. The words "anticipate," "believe," "expect," "intend,"
"project," "may," "will," "should," "could" and similar expressions are intended
to identify those forward-looking statements. These forward-looking statements
reflect the Company's best judgment based on current information, and, although
we base these statements on circumstances that we believe to be reasonable when
made, there can be no assurance that future events will not affect the accuracy
of such forward-looking information. As such, the forward-looking statements are
not guarantees of future performance, and actual results may vary materially
from the projected results and expectations discussed in this report. Factors
that might cause the Company's actual results to differ materially from those
anticipated in forward-looking statements include, but are not limited to:
increased costs (including due to inflation), disruption of supply or
unavailability or shortages of raw materials, fuel and other supplies; the
inability to attract and retain front-line employees in a tight labor market;
the reliance on purchased finished products from external sources; changes in
public and consumer perception and preferences, including concerns related to
product safety and sustainability, artificial ingredients, brand reputation and
obesity; the COVID-19 pandemic and other pandemic outbreaks in the future;
changes in government regulations related to nonalcoholic beverages, including
regulations related to obesity, public health, artificial ingredients and
product safety and sustainability; decreases from historic levels of marketing
funding support provided to us by The Coca­Cola Company and other beverage
companies; material changes in the performance requirements for marketing
funding support or our inability to meet such requirements; decreases from
historic levels of advertising, marketing and product innovation spending by The
Coca­Cola Company and other beverage companies, or advertising campaigns that
are negatively perceived by the public; any failure of the several Coca­Cola
system governance entities of which we are a participant to function efficiently
or on our best behalf and any failure or delay of ours to receive anticipated
benefits from these governance entities; provisions in our beverage distribution
and manufacturing agreements with The Coca­Cola Company that could delay or
prevent a change in control of us or a sale of our Coca­Cola distribution or
manufacturing businesses; the concentration of our capital stock ownership; our
inability to meet requirements under our beverage distribution and manufacturing
agreements; changes in the inputs used to calculate our acquisition related
contingent consideration liability; technology failures or cyberattacks on our
technology systems or our effective response to technology failures or
cyberattacks on our customers', suppliers' or other third parties' technology
systems; unfavorable changes in the general economy; changes in our top customer
relationships and marketing strategies; lower than expected net pricing of our
products resulting from continued and increased customer and competitor
consolidations and marketplace competition; the effect of changes in our level
of debt, borrowing costs and credit ratings on our access to capital and credit
markets, operating flexibility and ability to obtain additional financing to
fund future needs; the failure to attract, train and retain qualified employees
while controlling labor costs, and other labor issues; the failure to maintain
productive relationships with our employees covered by collective bargaining
agreements, including failing to renegotiate collective bargaining agreements;
changes in accounting standards; our use of estimates and assumptions; changes
in tax laws, disagreements with tax authorities or additional tax liabilities;
changes in legal contingencies; natural disasters, changing weather patterns and
unfavorable weather; climate change or legislative or regulatory responses to
such change; and the risks discussed in "Item 1A. Risk Factors" of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and
elsewhere in this report.

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 except as may be required by law. In evaluating
forward-looking
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statements, these risks and uncertainties should be considered, together with
the other risks described from time to time in the Company's reports and other
filings with the United States Securities and Exchange Commission.

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