UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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 001-02217
COCA COLA CO
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
One Coca-Cola Plaza
Atlanta, Georgia
(Address of principal executive offices)
58-0628465
(I.R.S. Employer Identification No.)
30313
(Zip Code)
Registrant’s telephone number, including area code: (404) 676-2121
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.25 Par Value
0.500% Notes Due 2024
1.875% Notes Due 2026
0.750% Notes Due 2026
1.125% Notes Due 2027
0.125% Notes Due 2029
0.125% Notes Due 2029
0.400% Notes Due 2030
1.250% Notes Due 2031
0.375% Notes Due 2033
0.500% Notes Due 2033
1.625% Notes Due 2035
1.100% Notes Due 2036
0.950% Notes Due 2036
0.800% Notes Due 2040
1.000% Notes Due 2041
Trading Symbol(s) Name of each exchange on which registered
KO
KO24
KO26
KO26C
KO27
KO29A
KO29B
KO30B
KO31
KO33
KO33A
KO35
KO36
KO36A
KO40B
KO41
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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 if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes, but without conceding, that all executive
officers and Directors are “affiliates” of the Registrant) as of June 30, 2023, the last business day of the Registrant’s most recently completed second fiscal quarter, was
$258,329,040,018 (based on the closing sale price of the Registrant’s Common Stock on that date as reported on the New York Stock Exchange).
The number of shares outstanding of the Registrant’s Common Stock as of February 16, 2024 was 4,312,456,168.
Portions of the Company’s Proxy Statement for the 2024 Annual Meeting of Shareowners are incorporated by reference in Part III.
DOCUMENTS INCORPORATED BY REFERENCE
THE COCA-COLA COMPANY AND SUBSIDIARIES
Table of Contents
Forward-Looking Statements
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Information About Our Executive Officers
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part I
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Item X.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
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1
FORWARD-LOOKING STATEMENTS
This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,”
“intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which
generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a
statement is not forward-looking. All statements that address operating performance, events or developments that we expect or
anticipate will occur in the future — including statements relating to volume growth, share of sales and net income per share
growth, and statements expressing general views about future operating results — are forward-looking statements.
Management believes that these forward-looking statements are reasonable as and when made. However, caution should be
taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date
when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are
subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical
experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, the
possibility that the assumptions used to calculate our estimated aggregate incremental tax and interest liability related to the
potential unfavorable outcome of the ongoing tax dispute with the United States Internal Revenue Service could significantly
change; those described in Part I, “Item 1A. Risk Factors” and elsewhere in this report; and those described from time to time
in our future reports filed with the Securities and Exchange Commission.
ITEM 1. BUSINESS
Part I
In this report, the terms “The Coca-Cola Company,” “Company,” “we,” “us” and “our” mean The Coca-Cola Company and all
entities included in our consolidated financial statements.
General
The Coca-Cola Company is a total beverage company, and beverage products bearing our trademarks, sold in the United States
since 1886, are now sold in more than 200 countries and territories. We own or license and market numerous beverage brands,
which we group into the following categories: Trademark Coca-Cola; sparkling flavors; water, sports, coffee and tea; juice,
value-added dairy and plant-based beverages; and emerging beverages. We own and market several of the world’s largest
nonalcoholic sparkling soft drink brands, including Coca-Cola, Sprite, Fanta, Coca-Cola Zero Sugar and Diet Coke/Coca-Cola
Light.
We make our branded beverage products available to consumers throughout the world through our network of independent
bottling partners, distributors, wholesalers and retailers as well as our consolidated bottling and distribution operations.
Beverages bearing trademarks owned by or licensed to the Company account for 2.2 billion of the estimated 64 billion servings
of all beverages consumed worldwide every day.
We believe our success depends on our ability to connect with consumers by providing them with a wide variety of beverage
options to meet their desires, needs and lifestyles. Our success further depends on the ability of our people to execute
effectively, every day.
We are guided by our purpose, which is to refresh the world and make a difference. Our vision for growth has three connected
pillars:
• Loved Brands. We craft meaningful brands and a choice of drinks that people love and enjoy and that refresh them in
body and spirit.
• Done Sustainably. We grow our business in ways that achieve positive change in the world and build a more sustainable
future for our planet.
• For a Better Shared Future. We invest to improve people’s lives, from our employees to all those who touch our business
system, to our investors, to the communities we call home.
The Coca-Cola Company was incorporated in September 1919 under the laws of the State of Delaware and succeeded to the
business of a Georgia corporation with the same name that had been organized in 1892.
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Operating Segments
The Company’s operating structure is the basis for our internal financial reporting. Our operating structure includes the
following operating segments:
• Europe, Middle East and Africa
• Latin America
• North America
• Asia Pacific
• Global Ventures
• Bottling Investments
Additionally, our operating structure includes operating units, which sit under our four geographic operating segments. The
operating units are focused on regional and local execution and are highly interconnected, with the goal of eliminating
duplication of resources and scaling new products more quickly. The operating units work closely with five global marketing
category leadership teams to rapidly scale ideas while staying close to the consumer. The global marketing category leadership
teams primarily focus on innovation as well as marketing efficiency and effectiveness.
Our operating structure also includes Corporate, which consists of two components: (1) a center focusing on strategic
initiatives, policy, governance and scaling global initiatives, and (2) a platform services organization supporting the operating
units, global marketing category leadership teams and the center by providing efficient and scaled global services and
capabilities, including, but not limited to, transactional work, data management, consumer analytics, digital commerce and
social/digital hubs.
For additional information about our operating segments and Corporate, refer to Note 20 of Notes to Consolidated Financial
Statements set forth in Part II, “Item 8. Financial Statements and Supplementary Data” of this report.
Except to the extent that differences among operating segments are material to an understanding of our business taken as a
whole, the description of our business in this report is presented on a consolidated basis.
Products and Brands
As used in this report:
• “concentrates” means flavorings and other ingredients which, when combined with water and, depending on the product,
sweeteners (nutritive or non-nutritive) are used to prepare syrups or finished beverages, and includes powders/minerals
for purified water products;
• “syrups” means intermediate products in the beverage manufacturing process produced by combining concentrates with
water and, depending on the product, sweeteners (nutritive or non-nutritive);
• “fountain syrups” means syrups that are sold to fountain retailers, such as restaurants and convenience stores, which use
dispensing equipment to mix the syrups with sparkling or still water at the time of purchase to produce finished
beverages that are served in cups or glasses for immediate consumption;
• “Company Trademark Beverages” means beverages bearing our trademarks and certain other beverages bearing
trademarks licensed to us by third parties for which we provide marketing support and from the sale of which we derive
an economic benefit; and
• “Trademark Coca-Cola Beverages” or “Trademark Coca-Cola” means nonalcoholic beverages bearing the trademark
Coca-Cola or any trademark that includes Coca-Cola or Coke (that is, Coca-Cola, Diet Coke/Coca-Cola Light and
Coca-Cola Zero Sugar and all their variations and any line extensions, including caffeine free Diet Coke, Cherry Coke,
etc.). Likewise, when we use the capitalized word “Trademark” together with the name of one of our other beverage
products (such as “Trademark Fanta,” “Trademark Sprite” or “Trademark Simply”), we mean nonalcoholic beverages
bearing the indicated trademark (that is, Fanta, Sprite or Simply, respectively) and all its variations and line extensions
(such that “Trademark Fanta” includes Fanta Orange, Fanta Zero Orange, Fanta Zero Sugar, Fanta Apple, etc.;
“Trademark Sprite” includes Sprite, Sprite Zero Sugar, etc.; and “Trademark Simply” includes Simply Orange, Simply
Apple, Simply Grapefruit, etc.).
Our Company operates in two lines of business: concentrate operations and finished product operations.
Our concentrate operations typically generate net operating revenues by selling beverage concentrates, sometimes referred to as
“beverage bases,” syrups, including fountain syrups, and certain finished beverages to authorized bottling operations (to which
we typically refer as our “bottlers” or our “bottling partners”). Our bottling partners either combine concentrates with still or
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sparkling water and sweeteners (depending on the product), or combine syrups with still or sparkling water, to produce finished
beverages. The finished beverages are packaged in authorized containers, such as cans and refillable and nonrefillable glass and
plastic bottles, bearing our trademarks or trademarks licensed to us and are then sold to retailers directly or, in some cases,
through wholesalers or other bottlers. In addition, outside the United States, our bottling partners are typically authorized to
manufacture fountain syrups, using our concentrates, which they sell to fountain retailers for use in producing beverages for
immediate consumption, or to authorized fountain wholesalers who in turn sell and distribute the fountain syrups to fountain
retailers. Our concentrate operations are included in our geographic operating segments and our Global Ventures operating
segment.
Our finished product operations generate net operating revenues by selling sparkling soft drinks and a variety of other finished
beverages to retailers, or to distributors and wholesalers who in turn sell the beverages to retailers. Generally, finished product
operations generate higher net operating revenues but lower gross profit margins than concentrate operations. These operations
consist primarily of our consolidated bottling and distribution operations, which are included in our Bottling Investments
operating segment. In certain markets, the Company also operates non-bottling finished product operations in which we sell
finished beverages to distributors and wholesalers that are generally not one of the Company’s bottling partners. These
operations are generally included in one of our geographic operating segments or our Global Ventures operating segment.
Additionally, we sell directly to consumers through retail stores operated by Costa Limited (“Costa”). These sales are included
in our Global Ventures operating segment. In the United States, we manufacture fountain syrups and sell them to fountain
retailers, who use the fountain syrups to produce beverages for immediate consumption, or to authorized fountain wholesalers
or bottling partners who in turn sell and distribute the fountain syrups to fountain retailers. These fountain syrup sales are
included in our North America operating segment.
For information regarding net operating revenues and unit case volume related to our concentrate operations and finished
product operations, refer to the heading “Our Business — General” set forth in Part II, “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of this report.
For information regarding how we measure the volume of Company beverage products sold by the Company and our bottling
partners (“Coca-Cola system”), refer to the heading “Operations Review — Beverage Volume” set forth in Part II, “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.
We own and market numerous valuable beverage brands, including the following:
• sparkling soft drinks: Coca-Cola, Diet Coke/Coca-Cola Light, Coca-Cola Zero Sugar, Fanta, Fresca, Schweppes1, Sprite
and Thums Up;
• water, sports, coffee and tea: Aquarius, Ayataka, BODYARMOR, Ciel, Costa, Dasani, doğadan, FUZE TEA, Georgia,
glacéau smartwater, glacéau vitaminwater, Gold Peak, Ice Dew, I LOHAS, Powerade and Topo Chico; and
• juice, value-added dairy and plant-based beverages: AdeS, Del Valle, fairlife, innocent, Minute Maid, Minute Maid
Pulpy and Simply.
1 Schweppes is owned by the Company in certain countries other than the United States.
The Company has also directly entered the alcohol beverage category in numerous markets outside the United States. In the
United States, the Company has established a wholly owned, indirect, firewalled subsidiary, which authorizes alcohol-licensed
third parties to use certain of our trademarks and related intellectual property on alcohol beverages that contain Company
beverage bases. The Company’s approach in alcohol focuses on three segments of alcohol ready-to-drink beverages: hard
seltzers (e.g., Topo Chico Hard Seltzer), hard alternatives (e.g., Lemon-Dou) and pre-mixed cocktails (e.g., Jack Daniel’s &
Coca-Cola).
In addition to the beverage brands we own, we also provide marketing support and otherwise participate in the sales of other
beverage brands through licenses, joint ventures and strategic relationships. For example, certain Coca-Cola system bottlers
distribute certain brands of Monster Beverage Corporation (“Monster”), primarily Monster Energy, in designated territories in
the United States, Canada and other international territories pursuant to distribution coordination agreements between the
Company and Monster and related distribution agreements between Monster and Coca-Cola system bottlers.
Consumer demand determines the optimal menu of Company product offerings. Consumer demand can vary from one market
to another and can change over time within a single market. Our Company continually seeks to further optimize its portfolio of
brands, products and services in order to create and satisfy consumer demand in every market.
Distribution System
We make our branded beverage products available to consumers in more than 200 countries and territories through our network
of independent bottling partners, distributors, wholesalers and retailers as well as our consolidated bottling and distribution
operations. Consumers enjoy finished beverage products bearing trademarks owned by or licensed to the Company at a rate of
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2.2 billion servings each day. Our strong and stable bottling and distribution system helps us capture growth by manufacturing,
distributing and selling existing, enhanced and new innovative products to consumers throughout the world.
The Coca-Cola system sold 33.3 billion and 32.7 billion unit cases of our products in 2023 and 2022, respectively. Sparkling
soft drinks represented 69% of our worldwide unit case volume in both 2023 and 2022. Trademark Coca-Cola accounted for
47% and 46% of our worldwide unit case volume in 2023 and 2022, respectively. In 2023, unit case volume in the United
States represented 16% of the Company’s worldwide unit case volume. Of the U.S. unit case volume, 61% was attributable to
sparkling soft drinks. Trademark Coca-Cola accounted for 42% of U.S. unit case volume. Unit case volume outside the United
States represented 84% of the Company’s worldwide unit case volume in 2023. The countries outside the United States in
which our unit case volumes were the largest were Mexico, China, Brazil and India, which together accounted for 33% of our
worldwide unit case volume. Of the non-U.S. unit case volume, 70% was attributable to sparkling soft drinks. Trademark
Coca-Cola accounted for 48% of non-U.S. unit case volume.
Our five largest independent bottling partners based on unit case volume in 2023 were as follows:
• Coca-Cola FEMSA, S.A.B. de C.V. (“Coca-Cola FEMSA”), which has bottling and distribution operations in Mexico (a
substantial part of central Mexico, as well as southeast and northeast Mexico), Guatemala, Colombia (most of the
country), Nicaragua, Costa Rica, Panama, Venezuela, Uruguay, Brazil (a major part of the states of São Paulo and Minas
Gerais; the states of Mato Grosso do Sul, Paraná, Rio Grande do Sul, and Santa Catarina; and part of the states of Goiás
and Rio de Janeiro), and Argentina (federal capital of Buenos Aires and surrounding areas);
• Coca-Cola Europacific Partners plc (“CCEP”), which has bottling and distribution operations in Andorra, Australia,
Belgium, Fiji, continental France, Germany, Great Britain, Iceland, Indonesia, Luxembourg, Monaco, the Netherlands,
New Zealand, Norway, Papua New Guinea, Portugal, Samoa, Spain and Sweden;
• Coca-Cola HBC AG (“Coca-Cola Hellenic”), which has bottling and distribution operations in Armenia, Austria,
Belarus, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, the Czech Republic, Egypt, Estonia, Greece, Hungary,
Italy, Latvia, Lithuania, Moldova, Montenegro, Nigeria, North Macedonia, Northern Ireland, Poland, Republic of
Ireland, Romania, Russia, Serbia, Slovakia, Slovenia, Switzerland and Ukraine;
• Arca Continental, S.A.B. de C.V., which has bottling and distribution operations in northern and western Mexico,
northern Argentina, Ecuador, Peru, and the state of Texas and part of the states of New Mexico, Oklahoma and Arkansas
in the United States; and
• Swire Coca-Cola Limited, which has bottling and distribution operations in 11 provinces and the Shanghai municipality
in mainland China, Hong Kong, Taiwan, Cambodia, Vietnam and territories in 13 states in the western United States.
In 2023, these five bottling partners combined represented 42% of our total worldwide unit case volume.
Being a bottler does not create a legal partnership or joint venture between us and our bottlers. Our bottlers are independent
contractors and are not our agents.
Bottler’s Agreements
We have separate contracts, to which we generally refer as “bottler’s agreements,” with our bottling partners under which our
bottling partners are granted certain authorizations by us. Subject to specified terms and conditions and certain variations, the
bottler’s agreements generally authorize the bottlers to prepare, package, distribute and sell Company Trademark Beverages in
authorized containers in (but, subject to applicable local law, generally only in) an identified territory. The bottler is obligated to
purchase its entire requirement of concentrates or syrups for the designated Company Trademark Beverages from the Company
or Company-authorized suppliers. We typically agree to refrain from selling or distributing, or from authorizing third parties to
sell or distribute, the designated Company Trademark Beverages throughout the identified territory in the particular authorized
containers. However, we typically reserve for us or our designee the right (1) to prepare and package such Company Trademark
Beverages in such containers in the territory for sale outside the territory; (2) to prepare, package, distribute and sell such
Company Trademark Beverages in the territory in any other manner or form (territorial restrictions on bottlers vary in some
cases in accordance with local law); and (3) to handle certain key accounts (accounts that cover multiple territories).
While under most of our bottler’s agreements we generally have complete flexibility to determine the price and other terms of
sale of the concentrates and syrups we sell to our bottlers, as a practical matter, our Company’s ability to exercise its contractual
flexibility to determine the price and other terms of sale of concentrates and syrups is subject, both outside and within the
United States, to competitive market conditions. However, in an effort to allow our Company and our bottling partners to grow
together through shared value, aligned financial objectives and the flexibility necessary to meet consumers’ always changing
needs and tastes, we have implemented an incidence-based concentrate pricing model in most markets. Under this model, the
concentrate price we charge is impacted by a number of factors, including, but not limited to, bottler pricing, the channels in
which the finished products produced from the concentrates are sold, and package mix.
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As further discussed below, our bottler’s agreements for territories outside the United States differ in some respects from our
bottler’s agreements for territories within the United States.
Bottler’s Agreements Outside the United States
Bottler’s agreements between us and our authorized bottlers outside the United States generally are of stated duration, subject in
some cases to possible extensions or renewals. Generally, these bottler’s agreements are subject to termination by the Company
following the occurrence of certain designated events, including defined events of default and certain changes in ownership or
control of the bottlers. Most of the bottler’s agreements in force between us and bottlers outside the United States authorize the
bottlers to manufacture and distribute fountain syrups, usually on a nonexclusive basis.
In certain parts of the world outside the United States, we have not granted comprehensive beverage production and distribution
rights to the bottlers. In such instances, we have authorized certain bottlers to (1) prepare and package Company Trademark
Beverages for sale to other bottlers or (2) purchase Company Trademark Beverages from other bottlers for sale and distribution
throughout their respective designated territories, often on a nonexclusive basis.
Bottler’s Agreements Within the United States
In the United States, most bottlers operate under a contract to which we generally refer as a “Comprehensive Beverage
Agreement” (“CBA”) that is of stated duration, subject in most cases to renewal rights of bottlers and in some cases to renewal
rights of the Company. A small number of bottlers continue to operate under legacy bottler’s agreements with no stated
expiration date for Trademark Coca-Cola Beverages and other cola-flavored Company Trademark Beverages. In all instances,
the bottler’s agreements in the United States are subject to termination by the Company for nonperformance or upon the
occurrence of certain defined events of default that may vary from contract to contract.
Certain U.S. bottlers have been granted certain additional exclusive territory rights for the distribution, promotion, marketing
and sale of Company-owned and licensed beverage brands (as defined by the CBAs). We refer to these bottlers as “expanding
participating bottlers” or “EPBs.” EPBs operate under CBAs (“EPB CBAs”) under which the Company generally retained the
rights to produce the applicable beverage products for territories not covered by specific manufacturing agreements, and such
bottlers purchase from the Company (or from Company-authorized manufacturing bottlers) substantially all of the finished
beverage products needed in order to service the customers in these territories. Each EPB CBA has a term of 10 years and is
renewable, in most cases by the bottler, and in some cases by the Company, indefinitely for successive additional terms of
10 years each and includes additional requirements that provide for, among other things, a binding national governance model,
mandatory incidence pricing and certain core performance requirements. The Company has also entered into manufacturing
agreements that authorize certain EPBs that have executed EPB CBAs to manufacture certain beverage products for their own
account and for supply to other bottlers.
In addition, certain U.S. bottlers that were not granted additional exclusive territory rights, which we refer to as “participating
bottlers,” converted their legacy bottler’s agreements to CBAs, to which we refer as “participating bottler CBAs,” each of
which has a term of 10 years, is renewable by the bottler indefinitely for successive additional terms of 10 years each, and is
substantially similar in most material respects to the EPB CBAs, including with respect to requirements for a binding national
governance model and mandatory incidence pricing, but includes core performance requirements that vary in certain respects
from those in the EPB CBAs.
Those bottlers that have not signed CBAs continue to operate under legacy bottler’s agreements that include pricing formulas
that generally provide for a baseline price for Trademark Coca-Cola Beverages and other cola-flavored Company Trademark
Beverages. This baseline price may be adjusted periodically by the Company, up to a maximum indexed ceiling price, and is
adjusted quarterly based upon changes in certain sugar or sweetener prices, as applicable. The U.S. unit case volume prepared,
packaged, sold and distributed under these legacy bottler’s agreements is not material.
Under the terms of the bottler’s agreements, bottlers in the United States generally are not authorized to manufacture fountain
syrups. Rather, the Company manufactures and sells fountain syrups to authorized fountain wholesalers (including certain
authorized bottlers) and some fountain retailers. These wholesalers in turn sell the syrups, or deliver them on our behalf, to
restaurants and other retailers.
Promotional and Marketing Programs
In addition to conducting our own independent advertising and marketing activities, we may provide promotional and
marketing support and/or funds to our bottlers. In most cases, we do this on a discretionary basis under the terms of
commitment letters or agreements, even though we are not obligated to do so under the terms of the bottler’s agreements
between our Company and the bottlers. Also, on a discretionary basis in most cases, our Company may develop and introduce
new products, packages and equipment to assist the bottlers. Likewise, in many instances, we provide promotional and
marketing support and/or funds and/or dispensing equipment and repair services to fountain and bottle/can retailers, typically
pursuant to marketing agreements.
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Investments in Bottling Operations
Most of our branded beverage products are prepared, packaged, distributed and sold by independent bottling partners. However,
from time to time we acquire or take control of a bottling operation, often in underperforming markets where we believe we can
use our resources and expertise to improve performance. Owning a bottling operation enables us to compensate for limited local
resources; help focus the bottler’s sales and marketing programs; assist in the development of the bottler’s business and
information systems; and establish an appropriate capital structure for the bottler. In line with our long-term bottling strategy,
we may periodically consider options for divesting or reducing our ownership interest in a consolidated bottling operation,
typically by selling all or a portion of our interest in the bottling operation to an independent bottler to improve Coca-Cola
system efficiency. When we sell a consolidated bottling operation to an independent bottling partner in which we have an
equity method investment, our Company continues to participate in the bottler’s results of operations through our share of the
equity method investee’s earnings or losses.
In addition, from time to time we make equity investments representing noncontrolling interests in certain bottling operations
with the intention of maximizing the strength and efficiency of the Coca-Cola system’s production, marketing, sales and
distribution capabilities around the world by providing expertise and resources to strengthen those businesses. These
investments are intended to result in increases in unit case volume, net operating revenues and profits at the bottler level, which
in turn generate increased sales for our Company’s concentrate operations. When our equity investment provides us with the
ability to exercise significant influence over the investee bottler’s operating and financial policies, we account for the
investment under the equity method.
Seasonality
Sales of our ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters historically
accounting for the highest sales volumes. The volume of sales in the beverage business may be affected by weather conditions.
Competition
The commercial beverage industry is highly competitive and consists of numerous companies, ranging from small or emerging
to very large and well established. These include companies that, like our Company, compete globally in multiple geographic
areas, as well as businesses that are primarily regional or local in operation. Competitive products include numerous
nonalcoholic sparkling soft drinks; water products, including flavored and enhanced waters; juices, juice drinks and nectars;
dilutables (including syrups and powders); coffees; teas; energy drinks; sports drinks; milk and other dairy-based drinks; plant-
based beverages; functional beverages, including vitamin-based products and relaxation beverages; and various other
nonalcoholic beverages. These competitive products are sold to consumers in both ready-to-drink and non-ready-to-drink form.
The Company has directly entered the alcohol beverage category in numerous markets outside the United States. In the United
States, the Company has established a wholly owned, indirect, firewalled subsidiary, which authorizes alcohol-licensed third
parties to use certain of our trademarks and related intellectual property on alcohol beverages that contain Company beverage
bases. Competitive products include all alcohol ready-to-drink beverages containing various alcohol bases. In many of the
countries in which we do business, PepsiCo, Inc. is a primary competitor. Other significant competitors include, but are not
limited to, Nestlé S.A., Keurig Dr Pepper Inc., Danone S.A., Suntory Beverage & Food Limited, AB InBev, Kirin Holdings,
Heineken N.V., Diageo and Red Bull GmbH. We also compete against numerous regional and local companies and,
increasingly, against smaller companies that are developing microbrands and selling them directly to consumers through e-
commerce retailers and other e-commerce platforms. In addition, in some markets, we compete against retailers that have
developed their own store or private-label beverage brands.
Competitive factors impacting our business include, but are not limited to, pricing, advertising, sales promotion programs,
in-store displays and point-of-sale marketing, digital marketing, product and ingredient innovation, increased efficiency in
production techniques, the introduction of new packaging as well as new vending and dispensing equipment, contracting with
marketing assets (theaters, sports arenas, universities, etc.), and brand and trademark development and protection.
Our competitive strengths include leading brands with high levels of consumer recognition and loyalty; a worldwide network of
bottlers and distributors of Company products; sophisticated marketing capabilities; and a talented group of dedicated
employees. Our competitive challenges include strong competitors in all geographic regions; in many countries, a concentrated
retail sector with powerful buyers able to freely choose among Company products, products of competitive beverage suppliers
and individual retailers’ own store or private-label beverage brands; new industry entrants; and dramatic shifts in consumer
shopping methods and patterns due to a rapidly evolving digital landscape.
Raw Materials
We and our bottling partners use various ingredients in our business, including high fructose corn syrup (“HFCS”), sucrose,
aspartame, acesulfame potassium, sucralose, saccharin, cyclamate, steviol glycosides, ascorbic acid, citric acid, phosphoric
acid, caffeine and caramel color; other raw materials such as orange and other fruit juice and juice concentrates, milk, and
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coffee; packaging materials such as polyethylene terephthalate (“PET”), bio-based PET and recycled PET for bottles; and
aluminum cans, glass bottles and other containers.
Water is a main ingredient in substantially all of our products. While historically we have not experienced significant water
supply difficulties, water is a limited natural resource in many parts of the world, and our Company recognizes water
availability, quality and sustainability, for both our operations and also the communities where we operate, as one of the key
challenges facing our business.
In addition to water, the principal raw materials used in our business are nutritive and non-nutritive sweeteners. In the United
States, the principal nutritive sweetener is HFCS, which is nutritionally equivalent to sugar. HFCS is available from numerous
domestic sources and has historically been subject to fluctuations in its market price. Adverse weather conditions may affect the
supply of agricultural commodities from which key ingredients for our products are derived. For example, drought conditions in
certain parts of the United States or in other major corn-producing areas of the world may negatively affect the supply of corn,
which in turn may result in shortages of and higher prices for HFCS. The principal nutritive sweetener used by our business
outside the United States is sucrose (i.e., table sugar), which is also available from numerous sources and has historically been
subject to fluctuations in its market price. Our Company generally has not experienced any difficulties in obtaining its
requirements for nutritive sweeteners. In the United States, we purchase HFCS to meet our and our bottlers’ requirements with
the assistance of Coca-Cola Bottlers’ Sales & Services Company LLC (“CCBSS”). CCBSS is a limited liability company that is
owned by authorized Coca-Cola bottlers doing business in the United States and Canada. Among other things, CCBSS provides
procurement services to our North American operations and to our U.S. and Canadian bottling partners for the purchase of
various goods and services, including HFCS.
The principal non-nutritive sweeteners we use in our business are aspartame, acesulfame potassium, sucralose, saccharin,
cyclamate and steviol glycosides. Generally, these raw materials are readily available from numerous sources. We purchase
sucralose, which we consider a critical raw material, from suppliers in the United States and China. Our Company generally has
not experienced major difficulties in obtaining its requirements for non-nutritive sweeteners.
Juice and juice concentrate from various fruits, particularly orange juice and orange juice concentrate, are the principal raw
materials for our juice and juice drink products. We source our orange juice and orange juice concentrate primarily from Florida
and the Southern Hemisphere (particularly Brazil). We work closely with Cutrale Citrus Juices U.S.A., Inc., our primary
supplier of orange juice from Florida and Brazil, to ensure an adequate supply of orange juice and orange juice concentrate that
meets our Company’s standards. However, the citrus industry is impacted by citrus greening disease and the variability of
weather conditions that can affect the quality and supply of orange juice and orange juice concentrate. In particular, freezing
weather or hurricanes in central Florida may result in shortages and higher prices for orange juice and orange juice concentrate
throughout the industry. In addition, citrus greening disease is reducing the number of citrus trees and increasing grower costs
and prices.
Milk is the principal raw material for our dairy products. We derive the majority of our dairy revenues through fairlife, LLC
(“fairlife”), which purchases milk from dairy cooperatives that in turn source milk from farms within the cooperatives. While
our sourcing for milk is currently concentrated among a few dairy cooperatives, we believe we have access to alternate
suppliers, if necessary, to help ensure an adequate supply of milk.
We generate most of our coffee revenues through Costa. Costa purchases Rainforest Alliance Certified and other green coffee
through multiple suppliers. While most of Costa’s coffee is sourced as readily available bulked commercial grade from Brazil,
Vietnam and Colombia, many of Costa’s suppliers have vertically integrated supply chains with direct access to yields from
cooperatives and producer groups.
Our consolidated bottling operations and our non-bottling finished product operations also purchase various other raw
materials, including, but not limited to, PET resin, preforms and bottles; glass and aluminum bottles; aluminum and steel cans;
plastic closures; aseptic fiber packaging; labels; cartons; cases; postmix packaging; and beverage gases, including carbon
dioxide and liquid nitrogen. While we generally purchase these raw materials from multiple suppliers and historically have not
experienced significant shortages, certain packaging materials, such as aluminum cans, are available from a limited number of
suppliers.
Patents, Copyrights, Trade Secrets and Trademarks
Our Company owns numerous patents, copyrights, trade secrets and other know-how and technology, which we collectively
refer to as “technology.” This technology generally relates to beverage products and the processes for their production;
packages and packaging materials; design and operation of processes and equipment useful for our business; and certain
software. Some of the technology is licensed to suppliers and other parties. Trade secrets are an important aspect of our
technology, and our sparkling beverage and other beverage formulas are among the important trade secrets of our Company.
We also own numerous trademarks that are very important to our business. Depending upon the jurisdiction, trademarks are
valid as long as they are in use and/or their registrations are properly maintained. Pursuant to our bottler’s agreements, we
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authorize our bottlers to use applicable Company trademarks in connection with their preparation, packaging, distribution and
sale of Company products. In addition, we authorize certain third parties to use applicable Company trademarks in connection
with their preparation, packaging, distribution and sale of beverages bearing Company trademarks in certain territories. We also
grant licenses to third parties from time to time to use certain of our trademarks in conjunction with certain merchandise and
food products.
Governmental Regulation
Our Company is required to comply, and it is our policy to comply, with all applicable laws in the countries and territories
throughout the world in which we do business. In many jurisdictions, our operations may come under special scrutiny by
competition law authorities due to our competitive position in those jurisdictions.
In the United States, the safety, production, storage, transportation, distribution, advertising, marketing, labeling and sale of our
Company’s products and their ingredients are subject to the Federal Food, Drug, and Cosmetic Act; the Federal Trade
Commission Act; the Lanham Act; state consumer protection laws; various federal and state laws and regulations governing
competition and trade practices, including the Robinson-Patman Act of 1936, as amended, and the Clayton Antitrust Act of
1914, as amended; federal, state and local workplace health and safety laws; various federal and state laws and regulations
governing our employment practices, including those related to equal employment opportunity and compensation; various
federal, state and local environmental protection laws; privacy and personal data protection laws; and various other federal,
state and local statutes and regulations. We are also required to comply with the Foreign Corrupt Practices Act and the Trade
Sanctions Reform and Export Enhancement Act. Outside the United States, our business is subject to numerous similar statutes
and regulations, as well as other legal and regulatory requirements and regulatory reviews.
Various jurisdictions have adopted, and may seek to adopt, significant additional product labeling or warning requirements or
limitations on the marketing or sale of our products because of what they contain or allegations that they cause adverse health
effects. If these types of requirements become applicable to one or more of our products under current or future environmental
or health laws or regulations, they may inhibit sales of such products or make it necessary for us to reformulate certain of our
products. Under the Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”) of the state of California, if
the state has determined that a substance causes cancer or harms human reproduction or development, a warning must be
provided for any product sold in the state that exposes consumers to that substance, unless the conditions of an exemption
(described below) can be met. The state maintains lists of these substances and periodically adds other substances to these lists.
The detection of even a trace amount of a listed substance can subject an affected product to the requirement of a warning label.
However, Proposition 65 exempts a product from a warning if the manufacturer can demonstrate that the use of that product
exposes consumers to a daily quantity of a listed substance that is:
• below a “safe harbor” threshold that may be established;
• naturally occurring;
• the result of necessary cooking; or
• subject to another applicable exemption.
One or more substances that are currently on the Proposition 65 list can be detected in certain Company products at low levels
that are safe. The Company maintains that the presence of each such substance in Company products is subject to an applicable
exemption from the warning requirement or that the product is otherwise in compliance with Proposition 65. However, the state
of California and other parties have in the past taken a contrary position and may do so in the future. Additionally, the state of
California may include other substances on the Proposition 65 list in the future.
Bottlers of our beverage products presently offer, among other beverage containers, nonrefillable recyclable containers in the
United States and various other markets around the world. Some of these bottlers also offer and use refillable containers, which
are also recyclable. Legal requirements apply in various jurisdictions in the United States and elsewhere around the world
requiring that deposits or certain ecotaxes or fees be charged in connection with the sale, marketing and use of certain beverage
containers. The precise requirements imposed by these measures vary. Other types of statutes and regulations relating to
beverage container deposits, recycling, ecotaxes, product stewardship and/or restrictions or bans on the use of certain types of
packaging, including certain packaging containing per- and polyfluoroalkyl substances (“PFAS”), also apply in various
jurisdictions in the United States and elsewhere around the world. We anticipate that additional such legal requirements may be
proposed or enacted in the future at federal, state and local levels, both in the United States and elsewhere around the world.
All of our Company’s facilities and other operations in the United States and elsewhere around the world are subject to various
environmental protection statutes and regulations, including those relating to the use and treatment of water resources,
discharge of wastewater and air emissions. In addition, increasing concern over climate change is expected to continue to result
in additional legal or regulatory requirements (both inside and outside the United States) designed to reduce or mitigate the
effects of carbon dioxide and other greenhouse gas emissions on the environment, to discourage the use of plastic materials, to
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limit or impose additional costs on commercial water use due to local water scarcity concerns, or to expand disclosure of certain
sustainability metrics. Our policy is to comply with all such legal requirements. We have made, and plan on continuing to
make, expenditures necessary to comply with applicable environmental laws and regulations and to make progress toward
achieving our sustainability goals. While compliance has not had a material adverse effect on our Company’s capital
expenditures, net income or competitive position, changes in environmental compliance requirements along with expenditures
necessary to comply with such requirements and to make progress toward achieving our sustainability goals could adversely
affect our financial performance.
We are also subject to various federal, state and international laws and regulations related to cybersecurity, privacy and data
protection, including the European Union’s General Data Protection Regulation, China’s Personal Information Protection Law
and the California Consumer Privacy Act of 2018 (“CCPA”), which became effective on January 1, 2020, as amended by the
California Privacy Rights Act (“CPRA”), which became effective on January 1, 2023. In addition to California, at least 12 other
states in the United States have passed comprehensive privacy laws similar to the CCPA and the CPRA. These laws are either
in effect or will go into effect sometime before the end of 2026, and we expect other states to consider adopting similar laws in
the future. Like the CCPA and the CPRA, these laws create, or are expected to create, obligations related to the processing of
personal information, as well as special obligations for the processing of “sensitive” data. Some of the provisions of these laws
may apply to our business activities. The U.S. Congress has also considered legislation relating to data privacy and data
protection, and the U.S. federal government may in the future pass such legislation. The interpretation and application of
privacy, data protection and data residency laws are often uncertain and are expanding in the United States and internationally,
including in the European Union, Brazil, China and other jurisdictions. We monitor pending and proposed legislation and
regulatory initiatives to ascertain their relevance to and potential impact on our business, and we develop strategies to address
regulatory trends and developments, including any required changes to our privacy and data protection compliance programs
and policies. Globally, we see a trend toward data protection laws and regulations increasing in complexity and number, and we
anticipate that our obligations will expand commensurately. As a result, our ability to maximize the utility of our data could be
impacted and we may need to modify our practices to accommodate legal and regulatory constraints and obligations or meet
consumer expectations.
For additional information, refer to Part I, “Item IA. Risk Factors” of this report.
Human Capital Management
Our people and culture agendas are critical business priorities. Our Board of Directors, through the Talent and Compensation
Committee, provides oversight of the Company’s policies and strategies relating to talent; leadership and culture, including
diversity, equity and inclusion; and the Company’s compensation philosophy and programs. The Talent and Compensation
Committee also evaluates and approves the Company’s compensation plans, policies and programs applicable to our senior
executives. In addition, the Corporate Governance and Sustainability Committee of our Board of Directors oversees succession
planning and talent development for our senior executives.
Employees
We believe people are our most important asset, and we strive to attract and retain high-performing talent. As of December 31,
2023 and 2022, our Company had approximately 79,100 and 82,500 employees, respectively, of which approximately 9,000
were located in the United States. The decrease in the total number of employees was primarily due to 2023 refranchising
activity. Our Company, through its divisions and subsidiaries, is a party to numerous collective bargaining agreements. As of
December 31, 2023, approximately 400 employees in North America were covered by collective bargaining agreements. These
agreements typically have terms of three to five years. We currently anticipate that we will be able to successfully renegotiate
such agreements when they expire.
Diversity, Equity and Inclusion
We believe that a diverse, equitable and inclusive workplace that reflects the markets we serve is a strategic business imperative
that is critical to the Company’s continued growth and success. We take a comprehensive view of diversity, equity and
inclusion across different races, ethnicities, tribes, religions, socioeconomic backgrounds, generations, abilities, and expressions
of gender and sexual identity.
As of December 31, 2023, we had approximately 7,600 employees located in the United States, excluding the employees of the
Global Ventures operating segment; fairlife; and BA Sports Nutrition, LLC (“BodyArmor”). Of these 7,600 employees, 42%
and 49% were female and people of color, respectively.
We seek to create a better shared future for everyone our brands and business touch. We are focused on providing access to
equal opportunity and fostering belonging both in our workplaces and the local communities we proudly serve. We have
publicly announced our 2030 aspirations to reflect the markets we serve, including, for example, to be 50% led by women
globally. Each of our operating units outside the United States has developed locally relevant diversity, equity and inclusion
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aspirations. Diversity and inclusion metrics, which highlight progress and help drive accountability, are shared with our senior
leaders on a quarterly basis.
We believe our sustainability goals, including our diversity, equity and inclusion aspirations, are key drivers for growth.
Accordingly, our compensation programs for our executives include qualitative and quantitative components to foster the
design and implementation of sustainable diversity, equity and inclusion strategies and programs that contribute to the
recruitment, development and retention of diverse talent, as well as to encourage progress toward our diversity, equity and
inclusion aspirations.
We conduct annual pay equity analyses, with regard to gender globally and race/ethnicity in the United States, to help ensure
our base pay structures are fair and to identify and address potential issues or disparities. Also, as permitted by U.S. law, during
the annual rewards cycle, we perform an adverse impact analysis on base pay, annual incentives and long-term incentives to
help ensure fairness. When appropriate, we make adjustments.
We support many employee-led inclusion networks, which are an integral part of operationalizing and embedding our diversity,
equity and inclusion strategies. Our inclusion networks are regionally structured to meet relevant local needs, and they provide
employees with the opportunity to engage with colleagues around the world based on common interests or backgrounds.
Talent and Development
Through our comprehensive global talent management processes, we continuously identify and develop our talent for
acceleration in our networked organization. We believe in providing challenging and diverse experiences and opportunities to
our people to help them develop and grow.
Our global career strategy program, called “Thrive,” is designed to provide clarity to employees on what it means to have a
career at the Company. Through our people-centered approach, we strive to create an integrated, streamlined and inspiring
career experience. We believe that development is anchored in acquiring skills and work experiences. We focus on investing in
inspirational leadership, capability development, and providing learning opportunities to equip our global workforce with the
skills they need for the future and to improve employee engagement and retention. We provide a range of formal and informal
learning programs, which are designed to help our employees continuously grow and strengthen their skills throughout their
careers. We provide online learning through a robust catalog of digital content as well as experiential learning opportunities,
and we are continually identifying opportunities to provide democratized access to content for all of our employees. We also
have Thrive Opportunity Marketplace, a people-centered technology solution that helps connect project opportunities to
interested employees who have the capacity, skills and interest in short-term experiences and assignments. Additionally, we
offer comprehensive Company-wide coaching and mentoring programs that support leadership and employee development at
all levels in our organization.
We also believe that talent thrives in a growth-oriented environment where high performance and leadership effectiveness are
valued. Our talent practices rely on data and feedback from multiple sources to help our employees get the transparent and
timely feedback they need to be successful.
Compensation and Benefits
Through comprehensive and competitive compensation and benefits, ongoing employee learning and development, and a focus
on health and well-being, we strive to support our employees in all aspects of their lives. Our compensation programs are
designed to reinforce our growth agenda and our talent strategy as well as to drive a strong connection between the
contributions of our employees and their pay.
We believe our compensation packages provide the appropriate incentives to attract, retain and motivate our employees. We
provide base pay that is competitive and that aligns with employee positions, skill levels, experience and geographic location. In
addition to base pay, we seek to reward employees with annual incentive awards, recognition programs, and equity awards for
employees at certain job levels.
We also offer competitive employee benefits packages, which vary by country and region. These employee benefits packages
may include: 401(k) plan, pension plan, core and supplemental life insurance, financial courses and advisors, employee
assistance programs, tuition assistance, commuter assistance, adoption assistance, medical and dental insurance, vision
insurance, health savings accounts, health reimbursement and flexible spending accounts, well-being rewards programs,
vacation pay, holiday pay, and parental and adoption leave.
Culture and Engagement
As our employees work together to achieve our purpose to refresh the world and make a difference, they collectively build and
reinforce our culture. Our culture is rooted in our growth mindset, which expects each employee, leader and function to be
curious, empowered, inclusive and agile. We use a variety of practices to measure and support progress against these growth
behaviors and to ensure that our employees are engaged and fulfilled at work. For example, our Performance Enablement and
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Culture & Engagement Survey platforms provide regular opportunities for employees across the organization to provide
feedback on how their leaders, teammates and work experiences support the growth behaviors. Data from questionnaires are
anonymized and plotted against historical results to inform teams and functions on areas of strength and opportunities for
improvement. We also encourage regular, live communication across the organization and host quarterly global town halls with
our senior leadership that include employee question-and-answer sessions. In addition, function-level town halls are held on a
regular basis.
Available Information
The Company maintains a website at the following address: www.coca-colacompany.com. The information on the Company’s
website is not incorporated by reference in this report. We make available on or through our website certain reports and
amendments to those reports that we file with or furnish to the Securities and Exchange Commission (“SEC”) in accordance
with the Securities Exchange Act of 1934, as amended (“Exchange Act”). These include our Annual Reports on Form 10-K, our
Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. We make this information available on our website
free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In
addition, we routinely post on the “Investors” page of our website news releases, announcements and other statements about our
business and results of operations, some of which may contain information that may be deemed material to investors.
Therefore, we encourage investors to monitor the “Investors” page of our website and review the information we post on that
page.
The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC at the following address: http://www.sec.gov.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the following factors, which could
materially affect our business, financial condition and results of operations in future periods. The risks described below are not
the only risks facing our Company. Additional risks not currently known to us or that we currently deem to be immaterial also
may materially adversely affect our business, financial condition or results of operations in future periods.
RISKS RELATED TO OUR OPERATIONS
Unfavorable general economic and geopolitical conditions could negatively impact our financial results.
Our business, operating results, financial condition and liquidity may be adversely affected by changes in global economic
conditions, including global inflationary pressures, prevailing interest rates, credit market conditions, increased unemployment,
levels of consumer and business confidence, bank failures, commodity (including energy) prices and supply, a recession or
economic slowdown, trade policies, foreign currency exchange rates, changing policy positions or priorities, governmental rules
and approaches to taxation, levels of government spending and deficits, and actual or anticipated default on sovereign debt.
Many of the jurisdictions in which our products are sold have experienced, and could continue to experience, unfavorable
changes in economic conditions, which could negatively affect the affordability of, and consumer demand for, our beverages,
and certain markets in which our products are sold experienced intensified inflation throughout 2023, which may continue to
accelerate in 2024. Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing
purchases of our products or by shifting away from our beverages to lower-priced products offered by other companies,
including private-label brands, which could reduce our profitability and negatively affect our overall financial performance. In
addition, the occurrence or resurgence of global or regional health events, such as the COVID-19 pandemic, and the related
governmental, private sector and individual consumer responses, could contribute to a recession, depression or global economic
downturn.
Other financial uncertainties in our major markets and unstable geopolitical conditions or events in certain markets, including
international conflicts, civil unrest, acts of war, terrorism, governmental changes, or changes in international relations, could
undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products.
Geopolitical instability may also lead to heightened security risk, impacting employee safety and/or damage to infrastructure or
our assets. At times, we have faced product boycotts resulting from activism, which have reduced demand for our products.
Restrictions on our ability to transfer earnings or capital across borders, price controls, limitations on profits, retaliatory tariffs,
import authorization requirements and other restrictions on business activities, which have been or may be imposed or
expanded as a result of political and economic instability, deterioration of economic relations between countries or otherwise,
could impact our profitability. In addition, U.S. trade sanctions against countries designated by the U.S. government as state
sponsors of terrorism and/or financial institutions accepting transactions for commerce within such countries could increase
significantly, which could make it difficult, or even impossible, for us to continue to make sales to bottlers in such countries.
The imposition of retaliatory sanctions against U.S. multinational corporations by countries that are or may become subject to
U.S. trade sanctions, or the delisting of our branded products by retailers in various countries in reaction to U.S. trade sanctions
or other governmental actions or policies, could also negatively affect our business.
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Throughout 2023, the Company faced disruptions to our operations due to international conflicts, including the conflict between
Russia and Ukraine and conflicts in the Middle East. These conflicts have resulted, and could continue to result, in volatile
commodity markets; logistical, transportation and supply chain disruptions; increased risk of cyber incidents or other
disruptions to our information systems; reputational risk; heightened risks to employee safety; business disruptions (including
labor shortages); reduced availability and increased costs of transportation, energy, packaging, raw materials and other input
costs; sanctions, export controls and other legislation or regulation; or difficulty protecting and enforcing our intellectual
property rights. While we currently do not anticipate that the effects of these conflicts will have a material impact on our results
of operations, we cannot predict how and the extent to which these conflicts will continue to affect our employees, operations,
customers or business partners.
Increased competition could hurt our business.
We operate in the highly competitive commercial beverage industry. For additional information regarding the competitive
environment in which we operate, including the names of certain of our significant competitors, refer to the heading
“Competition” set forth in Part I, “Item 1. Business” of this report. Our ability to maintain or gain share of sales in the global
market or in regional or local markets may be limited as a result of actions by competitors. Competitive pressures may cause the
Company and our bottling partners to reduce prices we charge customers or may restrict our and our bottlers’ ability to increase
prices, as may be necessary in response to commodity and other cost increases. Such pressures may also increase marketing
costs along with in-store placement, slotting and other marketing fees. In addition, the rapid growth of e-commerce may create
additional consumer price deflation by, among other things, facilitating comparison shopping, and could potentially threaten the
value of some of our legacy route-to-market strategies and thus negatively affect revenues. If we do not continuously strengthen
our capabilities in marketing and innovation to maintain consumer interest, brand loyalty and market share while strategically
expanding into other profitable categories of the commercial beverage industry, our business could be negatively affected.
If we are not successful in our innovation activities, our financial results may be negatively affected.
Achieving our business growth objectives depends in part on our ability to evolve and improve our existing beverage products
through innovation and to successfully develop, introduce and market new beverage products. The success of our innovation
activities depends on our ability to correctly anticipate customer and consumer acceptance and trends; obtain, maintain and
enforce necessary intellectual property rights; and avoid infringing on the intellectual property rights of others. If we are not
successful in our innovation activities, we may not be able to achieve our growth objectives, which may have a negative impact
on our financial results.
Changes in the retail landscape or the loss of key retail or foodservice customers could adversely affect our financial results.
Our industry is being affected by the trend toward consolidation in, and the blurring of the lines between, retail channels,
particularly in Europe and the United States. Retailers may seek lower prices from us and our bottling partners, may demand
increased marketing or promotional expenditures in support of their businesses, and may be more likely to use their distribution
networks to introduce and develop private-label brands, any of which could negatively affect the Coca-Cola system’s
profitability. In addition, in developed markets, discounters and value stores are growing at a rapid pace, while in emerging and
developing markets, modern trade is growing at a faster pace than traditional trade outlets. Our industry is also being affected
by the rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and
subscription services, which may result in a shift away from physical retail operations to digital channels. As we and our
bottling partners build e-commerce capabilities, we may not be able to develop and maintain successful relationships with
existing and new e-commerce retailers without experiencing a deterioration of our relationships with key customers operating
physical retail channels. If we are unable to successfully adapt to the rapidly changing retail landscape, including the rapid
growth in digital commerce, our share of sales, volume growth and overall financial results could be negatively affected. In
addition, our success depends in part on our ability to maintain good relationships with key retail and foodservice customers.
The loss of one or more of our key retail or foodservice customers could have an adverse effect on our financial performance.
If we are unable to expand our business in emerging and developing markets, our growth could be negatively affected.
Our success depends in part on our ability to grow our business in emerging and developing markets, which in turn depends on
economic and political conditions in those markets and on our ability to work with local bottlers to make necessary
infrastructure enhancements to production facilities, distribution networks, sales equipment and technology. Additionally, we
rely on local availability of talented management and employees to establish and manage our operations in these markets.
Scarcity of, or heavy competition for, talented employees could impede our abilities in such markets. Moreover, the supply of
our products in emerging and developing markets must match consumer demand for those products. Due to product price,
limited purchasing power and cultural differences, our products may not be accepted in any particular emerging or developing
market.
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If we do not successfully manage the potential negative consequences of our productivity initiatives, our business operations
could be adversely affected.
We believe that improved productivity is essential to achieving our long-term growth objectives and, therefore, a leading
priority of our Company is to design and implement the most effective and efficient business model possible. Consequently, we
continuously search for productivity opportunities in our business. Some of the actions we may take from time to time in
pursuing these opportunities may become a distraction for our managers and employees and may disrupt our ongoing business
operations; cause deterioration in employee morale, which may make it more difficult for us to retain or attract qualified
managers and employees; disrupt or weaken the internal control structures of the affected business operations; and give rise to
negative publicity, which could affect our corporate reputation. If we are unable to successfully manage the potential negative
consequences of our productivity initiatives, our business operations could be adversely affected.
If we are unable to attract or retain a highly skilled and diverse workforce, our business could be negatively affected.
The success of our business depends on our Company’s and the Coca-Cola system’s ability to attract, hire, develop, motivate
and retain a highly skilled and diverse workforce as well as on our success in nurturing a culture that supports our growth and
aligns employees around the Company’s purpose and work that matters most. Competition for, along with compensation and
benefits expectations of, existing and prospective employees has increased, especially in light of changing worker expectations
and talent marketplace variability regarding flexible work models. In addition, the broader labor market is experiencing a
shortage of qualified workers, which has further increased the competition we face for qualified employees. We may not be able
to successfully compete for, attract or retain the highly skilled and diverse workforce that we want and may require for our
future business needs, such as employees with advanced technology, artificial intelligence and machine learning, social media
and digital marketing skills, and/or digital and analytics capabilities. Changes in immigration laws and policies could also make
it more difficult for us to recruit or relocate highly skilled technical, professional and management personnel to meet our
business needs. In addition, the unexpected loss of experienced and highly skilled employees due to an increase in aggressive
recruiting for best-in-class talent could deplete our institutional knowledge base and erode our competitiveness. Failure to
attract, hire, develop, motivate and retain highly skilled and diverse talent; to meet our goals related to fostering an inclusive
and diverse culture; to develop and implement an adequate succession plan for our management team; to maintain a corporate
culture that fosters innovation, collaboration and inclusion; or to design and successfully implement flexible work models that
meet the expectations of employees and prospective employees could disrupt our operations and adversely affect our business
and our future success.
Disruption of our supply chain, including increased commodity, raw material, packaging, energy, transportation and other
input costs, may adversely affect our financial condition or results of operations.
At times, we have experienced, and could continue to experience, disruptions in our manufacturing operations and supply
chain. In connection with our manufacturing and bottling operations, we and our bottling partners are dependent upon, among
other things, various ingredients and other raw materials and packaging materials. For additional information on the raw
materials and supplies we use in our business, refer to the heading “Raw Materials” set forth in Part I, “Item 1. Business” of this
report. Some of the raw materials and supplies used in the production of our products are available from a limited number of
suppliers or from a sole supplier or are in short supply when seasonal demand is at its peak. We and our bottling partners may
not be able to maintain favorable arrangements and relationships with these suppliers, and our contingency plans may not be
effective in preventing disruptions that may arise from shortages of any ingredients or other raw materials. Furthermore, some
of our suppliers are located in countries experiencing political instability or other risks and/or unfavorable economic conditions.
In addition, adverse and extreme weather conditions may affect the supply of agricultural commodities from which key
ingredients for our products are derived. Any sustained or significant disruption to the manufacturing or sourcing of products or
materials could increase our costs and interrupt product supply, which could adversely impact our business.
We and our independent bottlers operate a large fleet of trucks and other motor vehicles to distribute beverage products to
customers. In addition, we and our independent bottlers use a significant amount of electricity, natural gas and other energy
sources to operate production plants, bottling plants and distribution facilities. Increases in energy demand have in the past
resulted, and could in the future result, in higher energy prices, impacting us and our independent bottlers.
The raw materials and other supplies, including ingredients, agricultural commodities, energy, fuel, packaging materials,
transportation, labor and other supply chain inputs that we use for the production and distribution of our products, are subject to
price volatility and fluctuations in availability caused by many factors. These factors include changes in supply and demand;
supplier capacity constraints; a deterioration of our or our bottling partners’ relationships with suppliers; international conflicts;
political uncertainties; acts of terrorism; governmental instability; inflation; weather conditions (including the effects of climate
change); wildfires, floods and other natural disasters; disease or pests (including the impact of citrus greening disease on the
citrus industry); agricultural uncertainty; health epidemics, pandemics or other contagious outbreaks (including COVID-19);
labor shortages, strikes or work stoppages; changes in or the enactment of new laws and regulations; governmental actions or
controls (including import/export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers); port
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congestion or delays; transport capacity constraints; cybersecurity incidents or other disruptions; or fluctuations in foreign
currency exchange rates. Many of our raw materials and supplies are purchased in the open market and the prices we pay for
such items are subject to fluctuation. We expect the inflationary pressures on certain input and other costs to continue to impact
our business in 2024.
Our attempts to offset cost pressures, such as through price increases of some of our products, may not be successful. Higher
product prices may result in reductions in sales volume. Consumers may be less willing to pay a price differential for our
branded products and may increasingly purchase lower-priced offerings, or may forgo some purchases altogether. To the extent
that price increases are not sufficient to offset higher costs adequately or in a timely manner, and/or if they result in significant
decreases in sales volume, our financial condition or results of operations may be adversely affected. Furthermore, we may not
be able to offset cost increases through productivity initiatives or through our commodity hedging activity.
If we do not successfully integrate and manage our acquired businesses, brands or bottling operations, or if we are unable to
realize a significant portion of the anticipated benefits of our joint ventures or strategic relationships, our financial results
could suffer.
We routinely evaluate opportunities to acquire businesses or brands to expand our beverage portfolio and capabilities.
Additionally, from time to time, we have acquired or taken control of bottling operations, often in underperforming markets
where we believe we can use our resources and expertise to improve performance. Acquisitions of businesses, brands or
bottling operations may involve significant challenges and risks, and the expected benefits, including cost and growth synergies
associated with such acquisitions, may take longer to realize than expected or may not be realized at all.
We have encountered, and may in the future encounter, challenges in successfully integrating the operations, technologies,
services, products and systems of any acquired businesses, brands or bottling partners in an effective, timely and cost-efficient
manner. We have faced, and may in the future face, difficulties in operating through new business models and/or supply chain
models, or in new categories or territories, and challenges in extending Company controls (including internal controls over
financial reporting, disclosure controls and procedures, data protection and cybersecurity), policies and governance structures
(including with respect to food safety and quality, occupational safety, and sustainability) to newly acquired businesses, brands
or bottling operations, which, at times, has resulted in increased costs and negative publicity. Our financial performance is
impacted by how well we can integrate and manage our acquisitions, and we may not be able to achieve our strategic and
financial objectives for acquired businesses, brands or bottling operations. If we incur unforeseen liabilities or costs in
connection with acquiring or integrating businesses, brands or bottling operations, experience internal control or product quality
failures, or are unable to achieve our strategic and financial objectives for acquired businesses, brands or bottling operations,
our consolidated results could be negatively affected.
We also participate in the sales of other beverage brands through licenses, joint ventures and strategic relationships. If we are
unable to successfully manage our relationships with our joint venture partners or our strategic relationships, including our
relationship with Monster, or if for any other reason we fail to realize all or a significant portion of the benefits we expect from
our joint ventures or strategic relationships, our financial performance could be adversely affected.
If our third-party service providers and business partners do not satisfactorily fulfill their commitments and responsibilities,
or experience adverse events, our financial results could suffer.
In the conduct of our business, we rely on relationships with third parties, including cloud data storage and other information
technology service providers, suppliers, distributors, contractors, joint venture partners and other external business partners, for
certain services in support of key portions of our operations. These third parties are subject to similar risks as we are relating to
cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory
and market risks of their own. Our third-party service providers and business partners may not fulfill their respective
commitments and responsibilities in a timely manner and in accordance with the agreed-upon terms or applicable laws. In
addition, while we have procedures in place for assessing risk along with selecting, managing and monitoring our relationships
with third-party service providers and other business partners, we do not have control over their business operations or
governance and compliance systems, practices and procedures, which increases our financial, legal, cybersecurity, reputational
and operational risk. If we are unable to effectively manage our third-party relationships, or for any reason our third-party
service providers or business partners fail to satisfactorily fulfill their commitments and responsibilities or experience events
that could directly or indirectly impact us, our financial results could suffer.
If we are unable to renew collective bargaining agreements on satisfactory terms, or if we or our bottling partners
experience strikes, work stoppages or labor unrest, our business could suffer.
Many of our employees at our key manufacturing locations and bottling plants are covered by collective bargaining agreements.
While we generally have been able to renegotiate collective bargaining agreements on satisfactory terms when they expire and
regard our relations with employees and their representatives as generally satisfactory, negotiations may nevertheless be
challenging, as the Company must have competitive cost structures in each market while meeting the compensation and
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benefits needs of our employees. If we are unable to renew collective bargaining agreements on satisfactory terms, our labor
costs could increase, which could affect our profit margins. In addition, many of our bottling partners’ employees are
represented by labor unions. Strikes, work stoppages or other forms of labor unrest at any of our major manufacturing facilities
or at our bottling operations or our major bottlers’ plants could impair our ability to supply concentrates and syrups to our
bottling partners or our bottlers’ ability to supply finished beverages to customers, which could reduce our net operating
revenues and could expose us to customer claims. Furthermore, from time to time, we and our bottling partners restructure
manufacturing and other operations to improve productivity, which may have negative impacts on employee morale and work
performance, result in escalation of grievances and adversely affect the negotiation of collective bargaining agreements. If these
labor relations are not effectively managed at the local level, they could escalate in the form of corporate campaigns supported
by the labor organizations and could negatively affect our Company’s overall reputation and brand image, which in turn could
have a negative impact on our products’ acceptance by consumers.
RISKS RELATED TO CONSUMER DEMAND FOR OUR PRODUCTS
Obesity and other health-related concerns may reduce demand for some of our products.
There is concern among consumers, public health professionals and government agencies about the health problems associated
with obesity. Ongoing public concern about obesity; other health-related public concerns surrounding consumption of
sweetened beverages; the effects or perceived effects of the usage of weight-loss drugs on consumption patterns; potential new
or increased taxes on sweetened beverages by government entities to reduce consumption or to raise revenue; additional
governmental regulations concerning the advertising, marketing, labeling, packaging or sale of our sweetened beverages; and
negative publicity resulting from actual or threatened legal actions against us or other companies in our industry relating to the
marketing, labeling or sale of sweetened beverages may reduce demand for, or increase the cost of, our sweetened beverages,
which could adversely affect our profitability.
If we do not address evolving consumer product and shopping preferences, our business could suffer.
Consumer product preferences have evolved and continue to evolve as a result of, among other things, health, wellness and
nutrition considerations, including concerns regarding caloric intake associated with sweetened beverages and the perceived
undesirability of artificial ingredients; concerns regarding the perceived health effects of, or location of origin of, ingredients,
raw materials or substances in our products or packaging, including due to the results of third-party studies (whether or not
scientifically valid); shifting consumer demographics; changes in consumer tastes and needs coupled with a rapid expansion of
beverage options and delivery methods; changes in consumer lifestyles; concerns regarding the environmental, social and
sustainability impact of ingredient sources and the product manufacturing process; consumer emphasis on transparency related
to ingredients we use in our products and collection and recyclability of, and amount of recycled content contained in, our
packaging containers and other materials; concerns about the health and welfare of animals in our dairy supply chain; and
competitive product and pricing pressures. In addition, in many of our markets, shopping patterns are being affected by the
digital evolution, with consumers rapidly embracing shopping by way of mobile device applications, e-commerce retailers and
e-commerce websites or platforms. If we fail to address changes in consumer product and shopping preferences, do not
successfully anticipate and prepare for future changes in such preferences, or are ineffective or slow in developing and
implementing appropriate digital transformation initiatives, our share of sales, revenue growth and overall financial results
could be negatively affected.
Product safety and quality concerns could negatively affect our business.
Our success depends in large part on our ability to maintain consumer confidence in the safety and quality of all of our
products. We have rigorous product safety and quality standards, which we expect our operations as well as our bottling
partners to meet. However, despite our strong commitment to product safety and quality, we or our bottling partners at times
have not met, and may not always meet, these standards, particularly as we expand our product offerings through innovation or
acquisitions into beverage categories, such as value-added dairy and plant-based beverages, that are beyond our traditional
range of beverage products. We and our bottling partners have had, and may in the future need, to recall products if they
become contaminated or adulterated by any means or if they are mislabeled. A widespread product recall could result in
significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of
product for a period of time, and could also subject us to product liability claims and negative publicity, all of which could
cause our business to suffer.
Public debate and concern about perceived negative health consequences of certain ingredients, such as non-nutritive
sweeteners and biotechnology-derived substances, and of other substances present in our beverage products or packaging
materials, may reduce demand for our beverage products or result in additional governmental regulation.
Public debate and concern about perceived negative health consequences of certain ingredients in our beverage products, such
as synthetic colors, non-nutritive sweeteners and biotechnology-derived substances; substances that are present in our beverage
products naturally or that occur as a result of the manufacturing process, such as 4-methylimidazole (“4-MEI”), a chemical
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compound that is formed during the manufacturing of certain types of caramel coloring used in cola-flavored beverages; or
substances used in packaging materials, such as bisphenol A (“BPA”), an odorless, tasteless food-grade chemical commonly
used in the food and beverage industries as a component in the coating of the interior of cans, may affect consumers’
preferences and cause them to shift away from some of our beverage products. In addition, increasing public concern about
perceived or potential health consequences of the presence of ingredients or substances in our beverage products or in
packaging materials (or alleged presence of substances such as PFAS) and/or the results of third-party studies (whether or not
scientifically valid) purporting to assess the health implications of consumption of certain ingredients or substances present in
certain of our products or packaging materials have resulted, and could result, in additional governmental regulations
concerning the advertising, marketing, labeling, packaging or sale of our beverages; limitations on the use of certain ingredients
or packaging; potential new or increased taxes on our beverages by government entities; and negative publicity, or actual or
threatened legal actions against us or other companies in our industry, all of which could damage the reputation of, and may
reduce demand for, our beverage products.
If we are not successful in our efforts to digitalize the Coca-Cola system, our financial results could be negatively affected.
The digital evolution is affecting how we interact with consumers, customers, suppliers, bottlers and other business partners and
stakeholders. We believe our future success will depend in part on our ability to adapt to and thrive in the digital environment.
Therefore, one of our top priorities is to digitalize the Coca-Cola system by, among other things, creating more relevant and
more personalized experiences wherever our system interacts with consumers, whether in a digital environment or through
digital devices in an otherwise physical environment; finding ways to create more powerful digital tools and capabilities for the
Coca-Cola system’s retail customers to enable them to grow their businesses; and digitalizing operations through the use of
data, artificial intelligence, automation, robotics and digital devices to increase efficiency and productivity. If we are not
successful in our efforts to digitalize the Coca-Cola system, our ability to increase sales and improve margins may be negatively
affected, and the cost and expenses we have incurred or may incur in connection with our digitalization initiatives may
adversely impact our financial performance.
If negative publicity, whether or not warranted, concerning product safety or quality, workplace and human rights, obesity
or other issues damages our brand image, corporate reputation and social license to operate, our business may suffer.
Our success depends in large part on our ability to maintain the brand image of our existing products, build the brand image for
new products and brand extensions, and maintain our corporate reputation and social license to operate. However, our
continuing investment in advertising and marketing and our strong commitment to product safety and quality and human rights
have not always had, and may not in the future always have, the desired impact on our products’ brand image and on consumer
preferences. Product safety or quality issues, actual or perceived, or allegations of product contamination, even when false or
unfounded, could tarnish the image of the affected brands and may cause consumers to choose other products. In some
emerging markets, the production and sale of counterfeit or “spurious” products, which we and our bottling partners may not be
able to fully combat, may damage the image and reputation of our products. In addition, from time to time, we and our
executives have engaged, and may in the future engage, in public policy endeavors that are either directly related to our
products and packaging or to our business operations and the general economic climate affecting the Company. These
engagements in public policy debates have been, and could in the future be, the subject of criticism from advocacy groups or
others that have a differing point of view and could result in adverse media and consumer reaction, including product boycotts.
Similarly, our sponsorship relationships and associations with influencers have subjected us in the past, and could subject us in
the future, to negative publicity as a result of actual or alleged misconduct by individuals, hosts or entities associated with
organizations we sponsor or support financially or through in-kind contributions, as well as by the influencers we collaborate
with who may engage in actions or express opinions that may negatively reflect on our brand. Likewise, campaigns by activists
connecting us, or our bottling system or supply chain, with workplace, human rights or animal welfare issues, whether actual or
perceived, could adversely impact our corporate image and reputation. Additionally, negative postings or comments on social
media or networking websites about the Company or one of its brands, even if inaccurate or malicious, have in the past, and
could in the future, generate adverse publicity that could damage the reputation of our brands or the Company. Furthermore,
allegations, even if untrue, that we are not respecting internationally recognized human rights; actual or perceived failure by our
suppliers or other business partners to comply with applicable workplace and labor laws, including child labor laws, or their
actual or perceived abuse or misuse of migrant workers; actual or perceived failure by our suppliers, joint venture partners or
other business partners to engage in proper animal welfare practices; and adverse publicity surrounding obesity and health
concerns related to our products, water usage, environmental impact, labor relations or the like could negatively affect our
Company’s overall reputation and brand image, which in turn could have a negative impact on our products’ acceptance by
consumers. In addition, if we fail to respect our employees’ and our supply chain workers’ human rights, or inadvertently
discriminate against any group of employees or hiring prospects, our ability to hire and retain the best talent will be diminished,
which could have an adverse impact on our overall business.
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If we are unable to successfully manage new product launches, our business and financial results could be adversely
affected.
Due to the highly competitive nature of the commercial beverage industry, the Company continually introduces new products
and evolves existing products to stimulate consumer demand. For instance, the Company has directly entered the alcohol
beverage category in numerous markets outside the United States, and in the United States, the Company has established a
wholly owned, indirect, firewalled subsidiary, which authorizes alcohol-licensed third parties to use certain of our trademarks
and related intellectual property on alcohol beverages that contain Company beverage bases. The success of new and evolved
products depends on several factors, including timely and successful product development, adherence to new global and/or
local standards of practice, consumer acceptance and stakeholder perception. Such endeavors may also involve significant risks
and uncertainties, including greater execution risks; higher costs; lower rates of sales; distraction of management from existing
operations; lower product, category or industry knowledge and expertise; slower than expected or inadequate return on
investments; increased competitive pressures; stakeholder scrutiny; and reliance on the performance of third parties. As we
become subject to additional governmental regulations, including alcohol regulations related to licensing, trade and pricing
practices, labeling, advertising, promotion and marketing practices, and relationships with distributors, we may become
exposed to the risk of increased compliance costs and disruptions to our existing business.
RISKS RELATED TO THE COCA-COLA SYSTEM
We rely on our bottling partners for a significant portion of our business. If we are unable to maintain good relationships
with our bottling partners, our business could suffer.
We generate a significant portion of our net operating revenues by selling concentrates and syrups to independent bottling
partners. As independent companies, our bottling partners, some of which are publicly traded companies, make their own
business decisions that may not always align with our interests. In addition, some of our bottling partners have the right to
manufacture or distribute their own products or certain products of other beverage companies. If we are unable to maintain
operating and strategic alignment or agree on appropriate pricing and marketing and advertising support, or if our bottling
partners are not satisfied with our brand innovation and development efforts, they may take actions that, while maximizing
their own short-term profits, may be detrimental to our Company or our brands, or they may devote more of their resources
to business opportunities or products other than those of the Company. Such actions could, in the long term, have an adverse
effect on our profitability.
If our bottling partners’ financial condition deteriorates, our business and financial results could be affected.
In the vast majority of our markets, our products are sold and distributed by independent bottling partners, and we therefore
derive a significant portion of our net operating revenues from sales of concentrates and syrups to independent bottling partners.
Accordingly, the success of our business depends in part on our bottling partners’ financial strength and profitability. While
under our agreements with our bottling partners we generally have the right to unilaterally change the prices we charge for our
concentrates and syrups, our ability to do so may be materially limited by our bottling partners’ financial condition and their
ability to pass price increases along to their customers. In addition, we have investments in certain of our bottling partners,
which we account for under the equity method, and our operating results include our proportionate share of such bottling
partners’ income or loss. Our bottling partners’ financial condition is affected in large part by conditions and events that are
beyond our and their control, including competitive and general market conditions; the availability of capital and other
financing resources on reasonable terms; loss of major customers; changes in or additional regulations; or disruptions of
bottling operations that may be caused by strikes, work stoppages, labor unrest, natural disasters, international conflicts, acts of
war, health epidemics, pandemics or other catastrophic events. A deterioration of the financial condition or results of operations
of one or more of our major bottling partners could adversely affect our net operating revenues from sales of concentrates and
syrups; and, if such deterioration involves one or more of our equity method investee bottling partners, it could also result in a
decrease in our equity income and/or impairments of our equity method investments.
We may from time to time engage in refranchising activities or divestitures of certain brands or businesses, which could
adversely affect our business and results of operations.
As part of our strategic initiative to focus on our core business of building brands and leading our system of bottling partners,
we continue to seek opportunities to refranchise our consolidated bottling operations. Our refranchising activities require
significant attention and effort on the part of, and therefore may be a distraction for, senior management. If we are unable to
complete future refranchising transactions on terms and conditions favorable to us, or if our refranchising partners are not
efficient or not aligned with our long-term vision for the Coca-Cola system, our business and results of operations could be
adversely affected. Additionally, we have divested and may in the future divest certain brands or businesses. These divestitures
may adversely impact our business, results of operations, cash flows and financial condition if we are unable to offset impacts
from the loss of revenue associated with the divested brands or businesses, or if we are otherwise unable to achieve the
anticipated benefits or cost savings from such divestitures.
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RISKS RELATED TO REGULATORY AND LEGAL MATTERS
Increases in income tax rates, changes in income tax laws or regulations, or unfavorable resolutions of tax matters could
have a material adverse impact on our financial results.
We are subject to income tax in the United States and numerous other jurisdictions in which we generate profits. Our overall
effective income tax rate is a function of applicable local tax rates in the jurisdictions in which we operate, tax treaties between
such jurisdictions, and the geographic mix of our income before income taxes, which is itself impacted by currency movements.
Consequently, the isolated or combined effects of unfavorable movements in tax rates, geographic mix or foreign currency
exchange rates could reduce our net income. Tax laws and regulations, including rates of taxation, are subject to revisions by
individual taxing jurisdictions, and such revisions may result from multilateral agreements.
Many jurisdictions have enacted legislation and adopted policies resulting from the Organization for Economic Co-operation
and Development’s (“OECD”) Anti-Base Erosion and Profit Shifting project. The OECD is currently coordinating a two
pillared project on behalf of the G20 and other participating countries which would grant additional taxing rights over profits
earned by multinational enterprises to the countries in which their products are sold and services rendered. Pillar One would
allow countries to reallocate a portion of profits earned by multinational businesses with an annual global revenue exceeding
€20 billion and a profit margin of over 10% to applicable market jurisdictions. While the OECD issued draft language for the
international implementation of Pillar One in October 2023, both the substantive rules and implementation process remain
under discussion at the OECD so the timetable for any implementation remains uncertain.
In December 2021, the OECD issued Pillar Two model rules which would establish a global per-country minimum tax of 15%,
and the European Union has approved a directive requiring member states to incorporate similar provisions into their respective
domestic laws. The directive requires the rules to initially become effective for fiscal years starting on or after December 31,
2023. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, numerous countries have
enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of Pillar Two effective
January 1, 2024, with general implementation of the remaining global minimum tax rules by January 1, 2025. The OECD and
implementing countries are expected to continue to make further revisions to their legislation and release additional guidance.
The Company will continue to monitor developments to determine any potential impact in the countries in which we operate.
To the extent additional legislative changes take place in the countries in which we operate, it is possible that these changes
may increase uncertainty and have a material impact on our net income and cash flow. Significant judgment is required in
determining our annual income tax expense and in evaluating our tax positions. Although we believe our tax estimates are
reasonable, the final determination of tax audits and any related disputes could be materially different from our historical
income tax provisions, estimates and accruals. The results of audits or related disputes could have a material adverse effect on
our financial statements for the period or periods for which the applicable final determinations are made and for periods for
which the statute of limitations is open.
For instance, the United States Internal Revenue Service (“IRS”) is seeking to increase our U.S. taxable income for tax years
2007 through 2009 by an amount that creates a potential additional U.S. federal income tax liability of approximately
$3.3 billion for that period, plus interest. The Company firmly believes that the IRS’ claims are without merit and is pursuing,
and will continue to pursue, all available administrative and judicial remedies necessary to vigorously defend its position. On
November 18, 2020, the U.S. Tax Court (“Tax Court”) issued an opinion (“Opinion”) predominantly siding with the IRS. On
November 8, 2023, the Tax Court issued a supplemental opinion (together with the original Tax Court opinion, “Opinions”)
also siding with the IRS as to the validity of the blocked-income regulations and its application to the Brazilian legal
restrictions. Although the Company disagrees with the unfavorable portions of the Opinions and intends to vigorously defend
its position, considering all avenues of appeal, there is no assurance that the courts will ultimately rule in the Company’s favor.
It is therefore possible that all or some of the unfavorable portions of the Opinions could ultimately be upheld. In that event, the
Company would be subject to significant additional liabilities for the years at issue and potentially also for the subsequent years
if the unfavorable portions of the Opinions were to be applied to the foreign licensees covered within the scope of the Opinions.
Moreover, the IRS could successfully appeal the portions of the Opinions that are favorable to the Company and/or assert new
claims for additional tax relating to the subsequent years by broadening the scope to cover additional foreign licensees. These
adjustments could have a material adverse impact on the Company’s financial position, results of operations and cash flows.
Any such adjustments related to years prior to 2018, either in the litigation period or thereafter, may also have an impact on the
transition tax payable as part of the 2017 Tax Cuts and Jobs Act (“Tax Reform Act”). For additional information regarding the
tax litigation, refer to Part I, “Item 3. Legal Proceedings” of this report.
Increased or new indirect taxes could negatively affect our business.
Our business operations are subject to numerous duties or taxes that are not based on income, sometimes referred to as “indirect
taxes,” including import duties, tariffs, excise taxes, sales or value-added taxes, taxes on sweetened or aerated beverages,
packaging taxes, carbon taxes, property taxes and payroll taxes, in many of the jurisdictions in which we operate. In addition, in
the past, the U.S. Congress considered imposing a federal excise tax on beverages sweetened with sugar, HFCS or other
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nutritive sweeteners and may consider similar proposals in the future. As federal, state and local governments in the United
States and throughout the world experience significant budget deficits, some lawmakers have singled out beverages among a
plethora of revenue-raising items and have imposed or increased, or proposed to impose or increase, sales or similar taxes on
beverages, particularly sweetened beverages and alcohol beverages, as well as packaging and/or packaging materials. Increases
in or the imposition of new indirect taxes on our business operations or products would increase the cost of products or, to the
extent levied directly on consumers, make our products less affordable, which may negatively impact our net operating
revenues and profitability.
Changes in laws and regulations relating to beverage containers and packaging could increase our costs and reduce
demand for our products.
We and our bottlers offer, among other beverage containers, nonrefillable containers in the United States and in various other
markets around the world. Legal requirements have been enacted in various jurisdictions requiring that deposits or certain
ecotaxes or fees be charged in connection with the sale, marketing and use of certain beverage containers. Other proposals
relating to beverage container deposits, recycling, recycling content, tethered bottle caps, ecotax and/or product stewardship, or
prohibitions on certain types of plastic products, packages and cups (including packaging containing PFAS) have been
introduced and/or adopted in various jurisdictions, and we anticipate that similar legislation or regulations may be proposed in
the future at federal, state and local levels, both in the United States and elsewhere. Consumers’ increased concerns and
changing attitudes about solid waste streams and environmental responsibility and the related publicity could result in the
adoption of additional such legislation or regulations in the future. If these types of requirements are adopted and implemented
on a large scale, they could affect our costs or require changes in our distribution model, which could reduce our net operating
revenues and profitability.
Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit
sales of affected products.
Various jurisdictions have adopted, and may seek to adopt, significant additional product labeling or warning requirements or
limitations on the marketing or sale of our products because of what they contain or allegations that they cause adverse health
effects. If these types of requirements become applicable to one or more of our products under current or future environmental
or health laws or regulations, they may inhibit sales of such products or make it necessary for us to reformulate certain of our
products, resulting in adverse effects on our business.
For example, under one such law in California, known as Proposition 65, if the state has determined that a substance causes
cancer or harms human reproduction or development, a warning must be provided for any product sold in the state that exposes
consumers to that substance, unless the exposure falls under an established safe harbor level or another exemption is applicable.
For additional information regarding Proposition 65, refer to the heading “Governmental Regulation” set forth in Part I,
“Item 1. Business” of this report. If we were required to add Proposition 65 warnings on the labels of one or more of our
beverage products produced for sale in California, the resulting consumer reaction to the warnings and potential adverse
publicity could negatively affect our sales both in California and in other markets.
Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.
We are party to various litigation claims and legal proceedings in the ordinary course of business, including, but not limited to,
those arising out of our advertising and marketing practices, product claims and labels, competition, distribution and pricing,
personal data protection and privacy, intellectual property and commercial disputes, tax disputes, and environmental and
employment matters. We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes
and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and/
or disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the
information available to management at the time and involve a significant amount of management judgment. Actual outcomes
or losses may differ materially from our current assessments and estimates.
We conduct business in markets with high-risk legal compliance environments, which exposes us to increased legal and
reputational risk.
We have bottling and other business operations in markets with high-risk legal compliance environments. Our policies and
procedures require strict compliance by our employees and agents with all United States and local laws and regulations and
consent orders applicable to our business operations, including those prohibiting improper payments to government officials.
Nonetheless, our policies, procedures and related training programs may not always ensure full compliance by our employees
and agents with all applicable legal requirements. Improper conduct by our employees or agents could damage our reputation in
the United States and internationally or lead to litigation or legal proceedings that could result in civil or criminal penalties,
including substantial monetary fines as well as disgorgement of profits.
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Failure to adequately protect, or disputes relating to, trademarks, formulas and other intellectual property rights could harm
our business.
Our trademarks, formulas and other intellectual property rights (refer to the heading “Patents, Copyrights, Trade Secrets and
Trademarks” in Part I, “Item 1. Business” of this report) are essential to the success of our business. We cannot be certain that
the legal steps we are taking around the world are sufficient to protect our intellectual property rights or that, notwithstanding
legal protection, others do not or will not infringe or misappropriate our intellectual property rights. If we fail to adequately
protect our intellectual property rights, or if changes in laws diminish or remove the current legal protections available to them,
the competitiveness of our products may be eroded and our business could suffer. In addition, we could come into conflict with
third parties over intellectual property rights, which could result in disruptive and expensive litigation. Any of the foregoing
could harm our business.
Changes in, or failure to comply with, the laws and regulations applicable to our products or our business operations could
increase our costs or reduce our net operating revenues.
Our Company is subject to various laws and regulations in the countries and territories throughout the world in which we do
business, including laws and regulations relating to competition, distribution and pricing, product safety, product design,
advertising and labeling, container deposits, recycling, recycled content, product stewardship, the protection of the
environment, occupational health and safety, employment and labor practices, machine learning and artificial intelligence,
personal data protection and privacy, and data security. For additional information regarding laws and regulations applicable to
our business, refer to the heading “Governmental Regulation” set forth in Part I, “Item 1. Business” of this report. Changes in
applicable laws or regulations or evolving interpretations thereof, changes in enforcement priorities of regulators, and differing
or competing regulations and standards across the markets where our products or raw materials are made, manufactured,
distributed or sold, have in the past resulted in, and could continue to result in, higher compliance costs, higher capital
expenditures and higher production costs, or make it necessary for us to reformulate certain of our products, resulting in adverse
effects on our business. In addition, increased or additional regulations to limit and/or report carbon dioxide and other
greenhouse gas emissions as a result of concern over climate change; to discourage the use of plastic materials, including
regulations relating to recovery and/or disposal of plastic bottles and other packaging materials due to environmental concerns;
to limit or impose additional costs on commercial water use due to local water scarcity concerns; or to address wastewater
discharge to protect local bodies of water, have in the past and could continue to result in increased compliance costs, capital
expenditures and other financial obligations for us and our bottling partners, which could affect our profitability, or may impede
the production, distribution, marketing and sale of our products, which could affect our net operating revenues. Failure to
comply with various laws and regulations (or allegations thereof), such as U.S. trade sanctions, the U.S. Foreign Corrupt
Practices Act and the Office of Foreign Assets Control trade sanction regulations and anti-boycott regulations; antitrust and
competition laws; anti-modern slavery laws; anti-bribery and anti-corruption laws; data privacy laws, including the European
Union’s General Data Protection Regulation and China’s Personal Information Protection Law; tax laws and regulations; and a
variety of other applicable local, national and multinational regulations and laws, could result in litigation or criminal or civil
enforcement actions, including voluntary and involuntary document requests, the assessment of damages, the imposition of
penalties, the suspension of production or distribution, costly changes to equipment or processes due to required corrective
action, or the cessation or interruption of operations at our or our bottling partners’ facilities, as well as damage to our or our
bottling partners’ image and reputation, all of which could harm our or our bottling partners’ profitability.
RISKS RELATED TO FINANCE, ACCOUNTING AND INVESTMENTS
Fluctuations in foreign currency exchange rates could have a material adverse effect on our financial results.
We earn revenues, pay expenses, own assets and incur liabilities in countries using many currencies other than the U.S. dollar.
In 2023, we derived $29.2 billion of net operating revenues from operations outside the United States. Because our consolidated
financial statements are presented in U.S. dollars, we must translate revenues, income and expenses, as well as assets and
liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or
decreases in the value of the U.S. dollar against other currencies affect our net operating revenues, operating income and the
value of balance sheet items denominated in foreign currencies. Global events, including political instability, international
conflicts, trade disputes, economic sanctions, inflation, increasing interest rates and emerging market volatility, and the
resulting uncertainties, may cause currencies to fluctuate in relation to the U.S. dollar. Due to the geographic diversity of our
operations, weakness in some currencies may be offset by strength in other currencies over time. We also use derivative
financial instruments to further reduce our net exposure to foreign currency exchange rate fluctuations. However, fluctuations in
foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies or the currencies of
large developing countries, could materially affect our financial results.
If interest rates increase, our net income could be negatively affected.
We maintain levels of debt that we consider prudent based on our cash flows, interest coverage ratio and percentage of debt to
capital. We use debt financing to lower our cost of capital, which increases our return on shareowners’ equity. This exposes us
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to adverse changes in interest rates. When and to the extent appropriate, we use derivative financial instruments to reduce our
exposure to interest rate risks. However, our financial risk management program may not be successful in reducing the risks
inherent in exposures to interest rate fluctuations. On December 31, 2021, the United Kingdom’s Financial Conduct Authority,
the governing body responsible for regulating the London Interbank Offered Rate (“LIBOR”), ceased to publish certain LIBOR
reference rates. Other LIBOR reference rates, including U.S. dollar overnight, 1-month, 3-month, 6-month and 12-month
maturities, ceased to be published in July 2023. As a result of the discontinuation of LIBOR, we have amended our LIBOR-
referencing agreements to either reference the Secured Overnight Financing Rate or include mechanics for selecting an
alternative rate, but it is possible that these changes may have an adverse impact on our financing costs as compared to LIBOR
in the long term. Our interest expense may also be affected by our credit ratings. In assessing our credit strength, credit rating
agencies consider our capital structure and financial policies as well as the consolidated balance sheet and other financial
information of the Company. In addition, some credit rating agencies also consider financial information of certain of our major
bottling partners. It is our expectation that the credit rating agencies will continue using this methodology. If our credit ratings
were to be downgraded as a result of changes in our capital structure; our major bottling partners’ financial performance;
changes in the credit rating agencies’ methodology in assessing our credit strength; the credit agencies’ perception of the impact
of credit market conditions on our or our major bottling partners’ current or future financial performance and financial
condition; or for any other reason, our cost of borrowing could increase. Additionally, if the credit ratings of certain bottling
partners in which we have equity method investments were to be downgraded, such bottling partners’ interest expense could
increase, which would reduce our equity income.
If we are unable to achieve our overall long-term growth objectives, the value of an investment in our Company could be
negatively affected.
We have established and publicly announced certain long-term growth objectives. These objectives are based on, among other
things, our evaluation of our growth prospects, which are generally driven by the sales potential of our many beverage products,
some of which are more profitable than others, and on an assessment of the potential price and product mix. We may not be
able to realize the sales potential and the price and product mix necessary to achieve our long-term growth objectives.
Default by or failure of one or more of our counterparty financial institutions could cause us to incur significant losses.
As part of our hedging activities, we enter into transactions involving derivative financial instruments, including forward
contracts, commodity futures contracts, option contracts, collars and swaps, with various financial institutions. In addition, we
have significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial
institutions in the United States and abroad. As a result, we are exposed to the risk of default by or failure of counterparty
financial institutions. The risk of counterparty default or failure may be heightened during economic downturns and periods of
uncertainty in the financial markets. If one of our counterparties were to become insolvent or file for bankruptcy, our ability to
recover losses incurred as a result of default or to retrieve our assets that are deposited or held in accounts with such
counterparty may be limited by the counterparty’s liquidity or the applicable laws governing the insolvency or bankruptcy
proceedings. In the event of default by or failure of one or more of our counterparties, we could incur significant losses, which
could negatively impact our results of operations and financial condition.
We may be required to recognize impairment charges that could materially affect our financial results.
We assess our noncurrent assets, including trademarks, goodwill and other intangible assets, equity method investments and
other long-lived assets, as and when required by accounting principles generally accepted in the United States to determine
whether they are impaired and, if they are, we record appropriate impairment charges. Our equity method investees also
perform similar recoverability and impairment tests, and we record our proportionate share of impairment charges recorded by
them adjusted, as appropriate, for the impact of items such as basis differences, deferred taxes and deferred gains. It is possible
that we may be required to record significant impairment charges or our proportionate share of significant impairment charges
recorded by equity method investees in the future and, if we do so, our net income could be materially adversely affected.
RISKS RELATED TO CYBERSECURITY AND DATA PRIVACY
If we are unable to protect our information systems against service interruption, misappropriation of data or cybersecurity
incidents, our operations could be disrupted, we may suffer financial losses and our reputation may be damaged.
We rely on networks and information systems and other technology (“information systems”), including the Internet and third-
party hosted services, to support a variety of business processes and activities, including procurement and supply chain,
manufacturing, distribution, invoicing and collection of payments, employee processes, consumer marketing, mergers and
acquisitions, and research and development. We use information systems to process financial information and results of
operations for internal reporting purposes and to comply with regulatory financial reporting and legal and tax requirements. In
addition, we depend on information systems for digital marketing activities and electronic communications among our locations
around the world and between Company employees and our bottlers, customers, suppliers, consumers and other third parties.
Because information systems are critical to many of the Company’s operating activities, our business may be impacted by
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system shutdowns, service disruptions or cybersecurity incidents. These incidents may be caused by failures during routine
operations, such as system upgrades, or by user errors, as well as network or hardware failures, malicious or disruptive
software, unintentional or malicious actions of employees or contractors, cyberattacks by hackers, criminal groups or nation-
state organizations (which may include deepfake or social engineering schemes, ransomware and other forms of malware,
business email compromise, cyber extortion, denial of service, or attempts to exploit vulnerabilities or gain unauthorized
access), geopolitical events, natural disasters, failures or impairments of telecommunications networks, or other catastrophic
events. Cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid
integration of new technology such as generative artificial intelligence. In addition, cybersecurity incidents could result in
unauthorized or accidental access to or disclosure of material confidential information or regulated personal data. If our
information systems or third-party information systems on which we rely suffer severe damage, disruption or shutdown and our
business continuity plans do not effectively resolve the issues in a timely manner, we could experience delays in reporting our
financial results, and we may lose revenue and profits as a result of our inability to timely manufacture, distribute, invoice and
collect payments for concentrates or finished products. Unauthorized or accidental access to, or destruction, loss, alteration,
disclosure, falsification or unavailability of, information, or unauthorized access to machines and equipment could result in
violations of data protection laws and regulations, misuse or malfunction of machines and equipment, damage to the reputation
and credibility of the Company, loss of opportunities to acquire or divest of businesses or brands, and loss of ability to
commercialize products developed through research and development efforts and, therefore, could have a negative impact on
net operating revenues. In addition, we may suffer financial and reputational damage because of lost or misappropriated
confidential information belonging to us, our current or former employees, our bottling partners, other customers or suppliers,
or consumers or other data subjects, and may become exposed to legal action and increased regulatory oversight, including
governmental investigations, enforcement actions and regulatory fines. The Company could also be required to spend
significant financial and other resources to remedy the damage caused by a cybersecurity incident or to repair or replace
networks and information systems. These risks are also present with respect to our bottling partners, distributors, joint venture
partners and suppliers that generally use separate information systems, not integrated with the information systems of the
Company, and that have cybersecurity programs and processes that differ in scope and complexity from our overall
cybersecurity programs and processes. While we have established a third-party risk management program to address security
risks, including relating to our bottling partners, our ability to monitor their security measures is limited, and we may
experience secondary contractual, regulatory financial and reputational harm as a result of cybersecurity attacks, phishing
attacks, viruses, malware, ransomware, hacking or similar breaches experienced by our bottling partners. These risks may also
be present to the extent a business or bottler we have acquired, but which does not use our information systems, experiences
severe damage, a system shutdown, service disruption or a cybersecurity incident.
Like most major corporations, the Company’s information systems are a target of attacks. In addition, third-party providers of
data hosting or cloud services, as well as our bottling partners, distributors, joint venture partners, suppliers or acquired
businesses that use separate information systems, may experience cybersecurity incidents that may involve data we share with
them. Although the cybersecurity incidents that we have experienced to date, as well as those reported to us by our third-party
partners, have not had a material effect on our business, financial condition or results of operations, such incidents could have a
material adverse effect on us in the future. In order to address risks to our information systems, we continue to make
investments in personnel, technologies and training. Data protection laws and regulations around the world often require
“reasonable,” “appropriate” or “adequate” technical and organizational security measures, and the interpretation and application
of those laws and regulations are often uncertain and evolving; there can be no assurance that our security measures will be
deemed adequate, appropriate or reasonable by a regulator or court. Moreover, even security measures that are deemed
adequate, appropriate, reasonable or in accordance with applicable legal requirements may not protect the information we
maintain against increasingly sophisticated attacks. In addition to potential fines, we could be subject to mandatory corrective
action due to a cybersecurity incident, which could adversely affect our business operations and result in substantial costs for
years to come. While we have purchased cybersecurity insurance, there are no assurances that the coverage would be adequate
in relation to any incurred losses. Moreover, as cyberattacks increase in frequency and magnitude, we may be unable to obtain
cybersecurity insurance in types and amounts we view as appropriate for our operations.
If we fail to comply with privacy and data protection laws, we could be subject to adverse publicity, business disruption, data
loss, government enforcement actions and/or private litigation, any of which could negatively affect our business and
operating results.
In the ordinary course of our business, we receive, process, transmit and store information relating to identifiable individuals
(“personal data”), including employees, former employees, vendors, third-party personnel, customers and consumers with
whom we interact. As a result, we are subject to a variety of continuously evolving and developing laws and regulations in
numerous jurisdictions regarding privacy and data protection. These privacy and data protection laws may include different
standards and obligations or may be interpreted and applied differently from jurisdiction to jurisdiction and may create
inconsistent or conflicting requirements. In addition, new legislation in this area may be enacted in other jurisdictions at any
time or may revise the law in jurisdictions that already have privacy regulations. These laws impose operational requirements
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for companies receiving or processing personal data, and many provide for significant penalties for noncompliance. Some laws
and regulations also impose obligations regarding cross-border data transfers of personal data. These requirements with respect
to personal data have subjected and may continue in the future to subject the Company to, among other things, additional costs
and expenses and have required and may in the future require costly changes to our business practices and information
technology and security systems, policies, procedures and practices. In addition, some countries are considering or have enacted
data localization or residency laws, which require that certain data be maintained, stored and/or processed within their country
of origin. Maintaining local data centers in individual countries could increase our operating costs significantly. Our security
controls over personal data, the training of employees and vendors on data privacy and data security, and the policies,
procedures and practices we have implemented or may implement in the future may not prevent the improper disclosure of
personal data by us or the third-party service providers and vendors whose technology, systems and services we use in
connection with the receipt, storage and transmission of personal data. Our bottling partners, distributors, joint venture partners
and suppliers have privacy and security controls and policies over personal data that differ in scope and complexity from our
policies, procedures and practices, and we may also experience secondary contractual, regulatory, financial and reputational
harm as a result of improper disclosure of personal data by our bottling partners. Unauthorized access to or improper disclosure
of personal data in violation of privacy and data protection laws could harm our reputation, cause loss of consumer confidence,
subject us to regulatory enforcement actions (including penalties, fines and investigations), and result in private litigation
against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal
prosecution, all of which could negatively affect our business and operating results. We have incurred, and will continue to
incur, expenses to comply with privacy and data protection standards and protocols imposed by law, regulation, industry
standards and contractual obligations. Increased regulation of data collection, use, disclosure and retention practices, including
self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and regulations,
increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit
our ability to grow our business or otherwise harm our business.
RISKS RELATED TO ENVIRONMENTAL AND SOCIAL FACTORS
Our business is subject to evolving sustainability regulatory requirements and expectations, which exposes us to increased
costs and legal and reputational risks.
We have established and publicly announced sustainability goals and aspirations. We also report progress related to the circular
economy of packaging; water stewardship; climate; portfolio; sustainable agriculture; human and workplace rights and
diversity, equity and inclusion. These goals reflect our current plans and aspirations and are not guarantees that we will be able
to achieve them. Our ability to achieve our sustainability goals and targets and to accurately and transparently report our
progress presents numerous operational, financial, legal and other risks and is dependent on the actions of our bottling partners,
suppliers and other third parties, some of which are outside of our control. If we are unable to meet our sustainability goals or
evolving stakeholder expectations and industry standards, or if we are perceived to have not responded appropriately to the
growing concern for sustainability issues, our reputation, and therefore our ability to sell products, could be negatively
impacted. In addition, in recent years, investor advocacy groups and certain institutional investors have placed increasing
importance on sustainability. If, as a result of their assessment of our sustainability practices, certain investors are unsatisfied
with our actions or progress, they may reconsider their investment in our Company. At the same time, there also exists “anti-
ESG” sentiment among certain stakeholders and government institutions, and we may face scrutiny, reputational risk, product
boycotts, lawsuits or market access restrictions from these parties regarding our sustainability initiatives.
Increasing focus on sustainability matters has resulted in, and is expected to continue to result in, evolving legal and regulatory
requirements, including mandatory due diligence, disclosure and reporting requirements, as well as a variety of voluntary
disclosure frameworks and standards. We have incurred, and are likely to continue to incur, increased costs complying with
such standards and regulations, particularly given the lack of convergence among standards. In addition, our processes and
controls may not always comply with evolving standards and regulations for identifying, measuring and reporting sustainability
metrics; our interpretation of reporting standards and regulations may differ from those of others; and such standards and
regulations may change over time, any of which could result in significant revisions to our goals or reported progress in
achieving such goals. In addition, methodologies for reporting our data may be updated and previously reported data may be
adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and
scope of our operations (including from acquisitions and divestitures), and other changes in circumstances. Any failure or
perceived failure, whether or not valid, to pursue or fulfill our sustainability goals and aspirations or to satisfy various
sustainability reporting standards or regulatory requirements within the timelines we announce, or at all, could increase the risk
of litigation or result in regulatory actions.
Increasing concerns about the environmental impact of plastic bottles and other packaging materials could result in reduced
demand for our beverage products and increased production and distribution costs.
There are increasing concerns among consumers, governments and other stakeholders about the damaging impact of the
accumulation of plastic bottles and other packaging materials in the environment, particularly in the world’s waterways, lakes
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and oceans, as well as inefficient use of resources when packaging materials are not included in a circular economy. We and our
bottling partners sell certain of our beverage products in plastic bottles and use other packaging materials that, while largely
recyclable, may not be regularly recovered and recycled due to lack of collection and recycling infrastructure. If we and our
bottling partners do not, or are perceived not to, act responsibly to address plastic materials recoverability and recycling
concerns and associated waste management issues, our corporate image and brand reputation could be damaged, which may
cause some consumers to reduce or discontinue consumption of some of our beverage products. In addition, from time to time
we establish and publicly announce goals and targets to reduce the Coca-Cola system’s impact on the environment by, for
example, increasing our use of recycled content in our packaging materials; increasing our use of packaging materials that are
made in part of plant-based renewable materials; expanding our use of reusable packaging (including refillable or returnable
glass and plastic bottles, as well as dispensed and fountain delivery models where consumers use refillable containers for our
beverages); participating in programs and initiatives to reclaim or recover bottles and other packaging materials that are already
in the environment; and taking other actions and participating in other programs and initiatives organized or sponsored by
nongovernmental organizations and other groups. If we and our bottling partners fail to achieve or improperly report on our
progress toward achieving our announced environmental goals and targets, the resulting negative publicity could adversely
affect consumer preference for our products. In addition, in response to environmental concerns, governmental entities in the
United States and in many other jurisdictions around the world have adopted, or are considering adopting, regulations and
policies designed to mandate or encourage plastic packaging waste reduction and an increase in recycling rates and/or recycled
content minimums, or, in some cases, restrict or even prohibit the use of certain plastic containers or packaging materials. These
regulations and policies, whatever their scope or form, could increase the cost of our beverage products or otherwise put the
Company at a competitive disadvantage. In addition, our increased focus on reducing plastic containers and other packaging
materials waste has in the past and may continue to require us or our bottling partners to incur additional expenses and to
increase our capital expenditures. A reduction in consumer demand for our products and/or an increase in costs and
expenditures relating to production and distribution as a result of these environmental concerns regarding plastic bottles and
other packaging materials could have an adverse effect on our business and results of operations.
Water scarcity and poor quality could negatively impact the Coca-Cola system’s costs and capacity.
Water is a main ingredient in substantially all of our products, is vital to the production of the agricultural ingredients on which
our business relies and is needed in our manufacturing process. It also is critical to the prosperity of the communities we serve
and the ecosystems in which we operate. Water is a limited resource in many parts of the world, facing unprecedented
challenges from overexploitation, increasing demand for food and other consumer and industrial products whose manufacturing
processes require water, increasing pollution and emerging awareness of potential contaminants, poor management, lack of
physical or financial access to water, sociopolitical tensions due to lack of public infrastructure in certain areas of the world and
the effects of climate change. As the demand for water continues to increase around the world, and as water becomes scarcer
and the quality of available water deteriorates, the Coca-Cola system may incur higher costs or face capacity constraints and the
possibility of reputational damage, which could adversely affect our profitability.
Increased demand for food products, decreased agricultural productivity and increased regulation of ingredient sourcing
due diligence may negatively affect our business.
As part of the manufacture of our beverage products, we and our bottling partners use a number of key ingredients that are
derived from agricultural commodities such as sugarcane, corn, sugar beets, citrus, coffee and tea. Increased demand for food
products; decreased agricultural productivity in certain regions of the world as a result of changing weather patterns; loss of
biodiversity; increased agricultural regulations, including regulation of ingredient sourcing due diligence; and other factors have
in the past, and may in the future, limit the availability and/or increase the cost of such agricultural commodities and could
impact the food security of communities around the world. If we are unable to implement programs focused on economic
opportunity and environmental sustainability to address these agricultural challenges and fail to make a strategic impact on food
security through joint efforts with bottlers, farmers, communities, suppliers and key partners, as well as through our increased
and continued investment in sustainable agriculture, our ability to source raw materials for use in our manufacturing processes
and the affordability of our products and ultimately our business and results of operations could be negatively impacted.
Climate change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results
of operations.
There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon
dioxide and other greenhouse gases in the atmosphere is causing significant changes in weather patterns around the globe and
an increase in the frequency and severity of natural disasters. Decreased agricultural productivity in certain regions of the world
as a result of changing weather patterns may limit the availability or increase the cost of key agricultural commodities, such as
sugarcane, corn, sugar beets, citrus, coffee and tea, which are important ingredients for our products, and could impact the food
security of communities around the world. Climate change may also exacerbate extreme weather, resulting in water scarcity or
flooding, and cause a further deterioration of water quality in affected regions, which could limit water availability for the
Coca-Cola system’s bottling operations. Increased frequency or duration of extreme weather conditions could also impair
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production capabilities, disrupt our supply chain or impact demand for our products. Increasing concern over climate change
also may result in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and
other greenhouse gas emissions on the environment, and/or may result in increased disclosure obligations. Increased energy or
compliance costs and expenses due to increased legal or regulatory requirements may cause disruptions in, or an increase in the
costs associated with, the manufacturing and distribution of our beverage products. The physical effects and transition costs of
climate change and legal, regulatory or market initiatives to address climate change could have a long-term adverse impact on
our business and results of operations. In addition, from time to time we establish and publicly announce goals and targets to
reduce the Coca-Cola system’s carbon footprint by increasing our use of recycled packaging materials, expanding our
renewable energy usage, and participating in environmental and sustainability programs and initiatives organized or sponsored
by nongovernmental organizations and other groups to reduce greenhouse gas emissions industrywide. If we and our bottling
partners fail to achieve or improperly report on our progress toward achieving our carbon footprint reduction goals and targets,
the resulting negative publicity could adversely affect consumer preference for our beverage products.
Adverse weather conditions could reduce the demand for our products.
The sales of our products are influenced to some extent by weather conditions in the markets in which we operate. Unusually
cold or rainy weather during the summer months may have a temporary effect on the demand for our products and contribute to
lower sales, which could have an adverse effect on our results of operations for such periods.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We face various cyber risks, including, but not limited to, risks related to unauthorized access, misuse, data theft, computer
viruses, system disruptions, ransomware, malicious software and other intrusions. We utilize a multilayered, proactive approach
to identify, evaluate, mitigate and prevent potential cyber and information security threats through our cybersecurity risk
management program. Our cybersecurity risk management program is integrated into our broader Enterprise Risk Management
(“ERM”) program, which is designed to identify, assess, prioritize and mitigate risks across the organization to enhance our
resilience and support the achievement of our strategic objectives. This integrated approach helps ensure that cyber risks are not
viewed in isolation, but are assessed, prioritized and managed in alignment with the Company’s operational, financial and
strategic risks, assisting the Company in more effectively managing interdependencies among risks and enhancing risk
mitigation strategies.
We devote significant resources to protecting the security of our computer systems, software, networks and other technology
assets. Our efforts are designed to adapt with the evolution of information security risks and appropriate best practices and
include physical, administrative and technical safeguards. Our practices are generally developed from, and benchmarked
against, recognized cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity
Framework. Our newly acquired businesses and consolidated bottling operations maintain separate cybersecurity programs and
processes that may differ in scope and complexity from the Company’s overall cybersecurity programs and processes.
However, for all consolidated entities, our cybersecurity risk management program is designed to help coordinate the
Company’s identification of, response to and recovery from, cybersecurity incidents and includes processes to triage, assess the
severity of, escalate, contain, investigate and remediate incidents, as well as to comply with applicable legal obligations.
Our internal audit team assesses the effectiveness of our internal controls relating to cybersecurity. Our management team also
engages certain outside advisors and consultants to assist in the identification, oversight, evaluation and management of
cybersecurity risks on a regular basis, as well as to advise on specific topics. For example, we conduct tests that help discover
potential vulnerabilities, including external penetration testing and tabletop and other exercises, to evaluate our core information
systems and cybersecurity practices that enable improved decision-making and prioritization, as well as to promote monitoring
and reporting across compliance functions. As part of our overall risk mitigation strategy, the Company also maintains cyber
insurance coverage; however, such insurance may not be sufficient in type or amount to cover us against claims related to
security breaches, cyberattacks and other related breaches.
In order to oversee and identify risks from cybersecurity threats associated with the Company’s independent bottling partners,
distributors, wholesalers, retailers and other business partners, as well as our use of third-party service providers, we maintain a
third-party risk management program designed to help protect against the misuse of information technology. We have various
processes and procedures to evaluate cybersecurity threats associated with third parties, including requiring key third-party
service providers to complete initial and periodic security assessments. In addition, our Global Chief Information Security
Officer (“CISO”) and other senior leaders regularly meet with key bottling partners to discuss cybersecurity risks and
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mitigation programs in order to advance risk management capabilities and proactively share cybersecurity guidelines and best
practices.
We have not identified any cybersecurity threats that have materially affected or are reasonably likely to materially affect our
business strategy, results of our operations, or financial condition. However, we have been the target of cyber attacks and
expect them to continue as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in
the industry. We cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an
undetected cybersecurity incident in the past or that we will not experience such an incident in the future. For more information
on the risks from cybersecurity threats that we face, refer to Part I, “Item 1A. Risk Factors.”
Cybersecurity Governance and Oversight
The Company’s cybersecurity risk management program is supervised by our CISO, who reports directly to the Company’s
Chief Information Officer (“CIO”). The CISO and his team are responsible for leading enterprise-wide cybersecurity strategy,
policy, standards, architecture and processes. Our current CISO received his Master of Business Administration degree from
Columbia University and has over 20 years of cybersecurity experience, including relevant prior senior leadership positions
held with three other large companies.
The CISO chairs the Company’s Cybersecurity Oversight Council, a cross-functional management committee that drives
awareness, ownership and alignment across broad governance and risk stakeholder groups for effective cybersecurity risk
management. The Cybersecurity Oversight Council is sponsored by the Company’s Global General Counsel and CIO and is
composed of senior leaders from our privacy, legal, information technology, cybersecurity, internal audit and global security
and asset protection functions, among others. Subject matter experts are also invited, as appropriate. The Cybersecurity
Oversight Council meets at least quarterly and has responsibility for oversight and validation of the Company’s cybersecurity
strategic direction, risks and threats, priorities, resource allocation, capabilities and planning. The Cybersecurity Oversight
Council acts in alignment with the Company’s Risk Steering Committee, another cross-functional management committee,
which provides strategic direction and oversight over the Company’s ERM program. The CISO and his team, as well as the
Cybersecurity Oversight Council, are informed about and monitor the prevention, detection, mitigation and remediation of
cybersecurity incidents in accordance with the Company’s cyber incident response plan.
The Audit Committee of the Board of Directors is charged with oversight of cybersecurity matters and receives regular reports
from the CISO and the CIO on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen
the Company’s information security systems, assessments of the Company’s security program and the emerging threat
landscape. In accordance with our cyber incident response plan, the Audit Committee is promptly informed by management of
cybersecurity incidents with the potential to materially adversely affect the Company or its information systems and is regularly
updated about incidents with lesser impact potential. The Chair of the Audit Committee regularly briefs the full Board on these
matters. In addition, the Board also periodically receives cybersecurity updates directly from management.
In an effort to detect and defend against cyber threats, the Company annually provides its employees with various cybersecurity
and data protection training programs. These programs cover timely and relevant topics, including social engineering, phishing,
password protection, confidential data protection, asset use and mobile security, and educate employees on the importance of
reporting all incidents promptly to the Company’s centrally managed cyber defense and security operations.
ITEM 2. PROPERTIES
Our worldwide headquarters is located on a 35-acre complex in Atlanta, Georgia. The complex includes several office buildings
which are used by Corporate employees and North America operating segment employees. In addition, the complex includes
technical and engineering facilities along with a reception center.
We own or lease additional facilities, real estate and office space throughout the world, which we use for administrative,
manufacturing, processing, packaging, storage, warehousing, distribution and retail operations. These properties are generally
included in the geographic operating segment in which they are located, with the exception of our Costa retail stores, which are
included in the Global Ventures operating segment, and facilities related to our consolidated bottling and distribution
operations, which are included in the Bottling Investments operating segment.
27
The following table summarizes our principal production facilities, distribution and storage facilities, and retail stores by
operating segment and Corporate as of December 31, 2023:
Europe, Middle East & Africa
Latin America
North America
Asia Pacific
Global Ventures
Bottling Investments
Corporate
Total
Principal Concentrate
and/or Syrup Plants
Principal Beverage
Manufacturing/
Bottling Plants
Principal Distribution
and Storage Facilities
Principal Retail Stores
Owned
5
5
10
7
1
—
3
31
Leased
—
—
—
—
—
—
—
—
Owned
2
—
6
3
2
81
—
94
Leased
—
—
3
—
—
4
—
7
Owned
7
2
—
3
—
104
—
116
Leased
27
6
39
4
8
112
5
201
Owned
Leased
13
—
—
—
5
—
—
—
— 1,575
—
—
—
—
— 1,593
Management believes that our Company’s facilities used for the production of our products are suitable and adequate, that they
are being appropriately utilized in line with past experience, and that they have sufficient production capacity for their present
intended purposes. The extent of utilization of our production facilities varies based upon seasonal demand for our products.
However, management believes that, with the exception of certain dairy products that require specialized equipment, additional
production can be achieved at the existing facilities by adding personnel and capital equipment or, at some facilities, by adding
shifts of personnel or expanding the facilities. The Company is in the process of increasing our dairy production capacity. We
continuously review our anticipated requirements for facilities and, on the basis of that review, may from time to time acquire
or lease additional facilities and/or dispose of existing facilities.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings, including the proceedings specifically discussed below. Management
believes that, except as disclosed in “U.S. Federal Income Tax Dispute” below, the total liabilities of the Company that may
arise as a result of currently pending legal proceedings will not have a material adverse effect on the Company taken as a whole.
Aqua-Chem Litigation
On December 20, 2002, the Company filed a lawsuit (The Coca-Cola Company v. Aqua-Chem, Inc., Civil Action No.
2002CV631-50) in the Superior Court of Fulton County, Georgia (“Georgia Case”), seeking a declaratory judgment that the
Company has no obligation to its former subsidiary, Aqua-Chem, Inc., now known as Cleaver-Brooks, Inc. (“Aqua-Chem”), for
any past, present or future liabilities or expenses in connection with any claims or lawsuits against Aqua-Chem. Subsequent to
the Company’s filing but on the same day, Aqua-Chem filed a lawsuit (Aqua-Chem, Inc. v. The Coca-Cola Company, Civil
Action No. 02CV012179) in the Circuit Court, Civil Division of Milwaukee County, Wisconsin (“Wisconsin Case”). In the
Wisconsin Case, Aqua-Chem sought a declaratory judgment that the Company is responsible for all liabilities and expenses not
covered by insurance in connection with certain of Aqua-Chem’s general and product liability claims arising from occurrences
prior to the Company’s sale of Aqua-Chem in 1981, and a judgment for breach of contract in an amount exceeding $9 million
for costs incurred by Aqua-Chem to date in connection with such claims. The Wisconsin Case initially was stayed, pending
final resolution of the Georgia Case, and later was voluntarily dismissed without prejudice by Aqua-Chem.
The Company owned Aqua-Chem from 1970 to 1981. During that time, the Company purchased over $400 million of insurance
coverage, which also insures Aqua-Chem for some of its prior and future costs for certain product liability and other claims.
The Company sold Aqua-Chem to Lyonnaise American Holding, Inc., in 1981 under the terms of a stock sale agreement. The
1981 agreement, and a subsequent 1983 settlement agreement, outlined the parties’ rights and obligations concerning past and
future claims and lawsuits involving Aqua-Chem. Cleaver-Brooks, a division of Aqua-Chem, manufactured boilers, some of
which contained asbestos gaskets. Aqua-Chem was first named as a defendant in asbestos lawsuits in or around 1985 and
currently has approximately 15,000 active claims pending against it.
The parties agreed in 2004 to stay the Georgia Case pending the outcome of insurance coverage litigation filed by certain Aqua-
Chem insurers on March 26, 2004. In the coverage action, five plaintiff insurance companies filed suit (Century Indemnity
Company, et al. v. Aqua-Chem, Inc., The Coca-Cola Company, et al., Case No. 04CV002852) in the Circuit Court, Civil
Division of Milwaukee County, Wisconsin, against the Company, Aqua-Chem and 16 insurance companies. Several of the
policies that were the subject of the coverage action had been issued to the Company during the period (1970 to 1981) when the
Company owned Aqua-Chem. The complaint sought a determination of the respective rights and obligations under the
insurance policies issued with regard to asbestos-related claims against Aqua-Chem. The action also sought a monetary
28
judgment reimbursing any amounts paid by the plaintiffs in excess of their obligations. Two of the insurers, one with a
$15 million policy limit and one with a $25 million policy limit, asserted cross-claims against the Company, alleging that the
Company and/or its insurers are responsible for Aqua-Chem’s asbestos liabilities before any obligation is triggered on the part
of the cross-claimant insurers to pay for such costs under their policies.
Aqua-Chem and the Company filed and obtained a partial summary judgment determination in the coverage action that the
insurers for Aqua-Chem and the Company were jointly and severally liable for coverage amounts, but reserving judgment on
other defenses that might apply. During the course of the Wisconsin insurance coverage litigation, Aqua-Chem and the
Company reached settlements with several of the insurers, including plaintiffs, who paid funds into escrow accounts for
payment of costs arising from the asbestos claims against Aqua-Chem. On July 24, 2007, the Wisconsin trial court entered a
final declaratory judgment regarding the rights and obligations of the parties under the insurance policies issued by the
remaining defendant insurers, which judgment was not appealed. The judgment directs, among other things, that each insurer
whose policy is triggered is jointly and severally liable for 100% of Aqua-Chem’s losses up to policy limits. The court’s
judgment concluded the Wisconsin insurance coverage litigation.
The Company and Aqua-Chem continued to pursue and obtain coverage agreements for the asbestos-related claims against
Aqua-Chem with those insurance companies that did not settle in the Wisconsin insurance coverage litigation. The Company
anticipated that a final settlement with three of those insurers (“Chartis insurers”) would be finalized in May 2011, but the
Chartis insurers repudiated their settlement commitments and, as a result, Aqua-Chem and the Company filed suit against them
in Wisconsin state court to enforce the coverage-in-place settlement or, in the alternative, to obtain a declaratory judgment
validating Aqua-Chem and the Company’s interpretation of the court’s judgment in the Wisconsin insurance coverage
litigation.
In February 2012, the parties filed and argued a number of cross-motions for summary judgment related to the issues of the
enforceability of the settlement agreement and the exhaustion of policies underlying those of the Chartis insurers. The court
granted defendants’ motions for summary judgment that the 2011 Settlement Agreement and 2010 Term Sheet were not
binding contracts, but denied their similar motions related to plaintiffs’ claims for promissory and/or equitable estoppel. On or
about May 15, 2012, the parties entered into a mutually agreeable settlement/stipulation resolving two major issues: exhaustion
of underlying coverage and control of defense. On or about January 10, 2013, the parties reached a settlement of the estoppel
claims and all of the remaining coverage issues, with the exception of one disputed issue relating to the scope of the Chartis
insurers’ defense obligations in two policy years. The trial court granted summary judgment in favor of the Company and
Aqua-Chem on that one open issue and entered a final appealable judgment to that effect following the parties’ settlement. On
January 23, 2013, the Chartis insurers filed a notice of appeal of the trial court’s summary judgment ruling. On October 29,
2013, the Wisconsin Court of Appeals affirmed the grant of summary judgment in favor of the Company and Aqua-Chem. On
November 27, 2013, the Chartis insurers filed a petition for review in the Supreme Court of Wisconsin, and on December 11,
2013, the Company filed its opposition to that petition. On April 16, 2014, the Supreme Court of Wisconsin denied the Chartis
insurers’ petition for review.
The Georgia Case remains subject to the stay agreed to in 2004.
U.S. Federal Income Tax Dispute
On September 17, 2015, the Company received a Statutory Notice of Deficiency (“Notice”) from the IRS seeking
approximately $3.3 billion of additional federal income tax for years 2007 through 2009. In the Notice, the IRS stated its intent
to reallocate over $9 billion of income to the U.S. parent company from certain of its foreign affiliates that the U.S. parent
company licensed to manufacture, distribute, sell, market and promote its products in certain non-U.S. markets.
The Notice concerned the Company’s transfer pricing between its U.S. parent company and certain of its foreign affiliates. IRS
rules governing transfer pricing require arm’s-length pricing of transactions between related parties such as the Company’s U.S.
parent and its foreign affiliates.
To resolve the same transfer pricing issue for the tax years 1987 through 1995, the Company and the IRS had agreed in 1996 on
an arm’s-length methodology for determining the amount of U.S. taxable income that the U.S. parent company would report as
compensation from its foreign licensees. The Company and the IRS memorialized this accord in a closing agreement resolving
that dispute (“Closing Agreement”). The Closing Agreement provided that, absent a change in material facts or circumstances
or relevant federal tax law, in calculating the Company’s income taxes going forward, the Company would not be assessed
penalties by the IRS for using the agreed-upon tax calculation methodology that the Company and the IRS agreed would be
used for the 1987 through 1995 tax years.
The IRS audited and confirmed the Company’s compliance with the agreed-upon Closing Agreement methodology in five
successive audit cycles for tax years 1996 through 2006.
29
The September 17, 2015, Notice from the IRS retroactively rejected the previously agreed-upon methodology for the 2007
through 2009 tax years in favor of an entirely different methodology, without prior notice to the Company. Using the new tax
calculation methodology, the IRS reallocated over $9 billion of income to the U.S. parent company from its foreign licensees
for tax years 2007 through 2009. Consistent with the Closing Agreement, the IRS did not assert penalties, and it has yet
to do so.
The IRS designated the Company’s matter for litigation on October 15, 2015. Litigation designation is an IRS determination
that forecloses to a company any and all alternative means for resolution of a tax dispute. As a result of the IRS’ designation of
the Company’s matter for litigation, the Company was forced to either accept the IRS’ newly imposed tax assessment and pay
the full amount of the asserted tax or litigate the matter in the federal courts. The matter remains subject to the IRS’ litigation
designation, preventing the Company from any attempt to settle or otherwise mutually resolve the matter with the IRS.
The Company consequently initiated litigation by filing a petition in the Tax Court in December 2015, challenging the tax
adjustments enumerated in the Notice.
Prior to trial, the IRS increased its transfer pricing adjustment by $385 million, resulting in an additional tax adjustment of
$135 million. The Company obtained a summary judgment in its favor on a different matter related to Mexican foreign tax
credits, which thereafter effectively reduced the IRS’ potential tax adjustment by $138 million.
The trial was held in the Tax Court from March through May 2018, and final post-trial briefs were filed and exchanged in April
2019.
On November 18, 2020, the Tax Court issued the Opinion in which it predominantly sided with the IRS but agreed with the
Company that dividends previously paid by the foreign licensees to the U.S. parent company in reliance upon the Closing
Agreement should continue to be allowed to offset royalties, including those that would become payable to the Company in
accordance with the Opinion. On November 8, 2023, the Tax Court issued a supplemental opinion, siding with the IRS in
concluding both that the blocked-income regulations apply to the Company’s operations and that the Tax Court opinion in
3M Co. & Subs. v. Commissioner (February 9, 2023) controlled as to the validity of those regulations.
The Company believes that the IRS and the Tax Court misinterpreted and misapplied the applicable regulations in reallocating
income earned by the Company’s foreign licensees to increase the Company’s U.S. tax. Moreover, the Company believes that
the retroactive imposition of such tax liability using a calculation methodology different from that previously agreed upon by
the IRS and the Company, and audited by the IRS for over a decade, is unconstitutional. The Company intends to assert its
claims on appeal and vigorously defend its position.
In determining the amount of tax reserve to be recorded as of December 31, 2020, the Company completed the required two-
step evaluation process prescribed by Accounting Standards Codification 740, Accounting for Income Taxes. In doing so, we
consulted with outside advisors, and we reviewed and considered relevant laws, rules, and regulations, including, but not
limited to, the Opinions and relevant caselaw. We also considered our intention to vigorously defend our positions and assert
our various well-founded legal claims via every available avenue of appeal. We concluded, based on the technical and legal
merits of the Company’s tax positions, that it is more likely than not the Company’s tax positions will ultimately be sustained
on appeal. In addition, we considered a number of alternative transfer pricing methodologies, including the methodology
asserted by the IRS and affirmed in the Opinions (“Tax Court Methodology”), that could be applied by the courts upon final
resolution of the litigation. Based on the required probability analysis, we determined the methodologies we believe the federal
courts could ultimately order to be used in calculating the Company’s tax. As a result of this analysis, we recorded a tax reserve
of $438 million during the year ended December 31, 2020 related to the application of the resulting methodologies as well as
the different tax treatment applicable to dividends originally paid to the U.S. parent company by its foreign licensees, in
reliance upon the Closing Agreement, that would be recharacterized as royalties in accordance with the Opinions and the
Company’s analysis.
The Company’s conclusion that it is more likely than not the Company’s tax positions will ultimately be sustained on appeal is
unchanged as of December 31, 2023. However, we updated our calculation of the methodologies we believe the federal courts
could ultimately order to be used in calculating the Company’s tax. As a result of the application of the required probability
analysis to these updated calculations and the accrual of interest through the current reporting period, we updated our tax
reserve as of December 31, 2023 to $439 million.
While the Company strongly disagrees with the IRS’ positions and the portions of the Opinions affirming such positions, it is
possible that some portion or all of the adjustment proposed by the IRS and sustained by the Tax Court could ultimately be
upheld. In that event, the Company would likely be subject to significant additional liabilities for tax years 2007 through 2009,
and potentially also for subsequent years, which could have a material adverse impact on the Company’s financial position,
results of operations and cash flows.
The Company calculated the potential impact of applying the Tax Court Methodology to reallocate income from foreign
licensees potentially covered within the scope of the Opinions, assuming such methodology were to be ultimately upheld by the
30
courts, and the IRS were to decide to apply that methodology to subsequent years, with consent of the federal courts. This
impact would include taxes and interest accrued through December 31, 2023 for the 2007 through 2009 litigated tax years and
for subsequent tax years from 2010 through 2023. The calculations incorporated the estimated impact of correlative adjustments
to the previously accrued transition tax payable under the Tax Reform Act. The Company estimates that the potential aggregate
incremental tax and interest liability could be approximately $16 billion as of December 31, 2023. Additional income tax and
interest would continue to accrue until the time any such potential liability, or portion thereof, were to be paid. We currently
project the continued application of the Tax Court Methodology in future years, assuming similar facts and circumstances as of
December 31, 2023, would result in an incremental annual tax liability that would increase the Company’s effective tax rate by
approximately 3.5%.
The Company and the IRS are now in the process of agreeing on the tax impacts of the Opinions. Subsequent to the completion
of this process, the Tax Court will render a decision in the case. The Company will have 90 days thereafter to file a notice of
appeal to the U.S. Court of Appeals for the Eleventh Circuit. The IRS will then seek to collect, and the Company expects to
pay, any additional tax related to the 2007 through 2009 tax years reflected in the Tax Court decision (and interest thereon). The
Company currently estimates that the payment to be made at that time related to the 2007 through 2009 tax years, which is
included in the above estimate of the potential aggregate incremental tax and interest liability, would be approximately
$5.8 billion (including interest accrued through December 31, 2023), plus any additional interest accrued through the time of
payment. Some or all of this amount, plus accrued interest, would be refunded if the Company were to prevail on appeal.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM X. INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following are the executive officers of our Company as of February 20, 2024:
Name
Manuel Arroyo
Age
56
Henrique Braun
55
Lisa Chang
55
Monica Howard
Douglas
51
Position
Executive Vice President since January 2024. Global Chief Marketing Officer since January
2020 and, prior to that, President of the Asia Pacific Group from January 2019 to December
2020. President of the Mexico business unit from July 2017 to December 2018, and prior to
that, General Manager for Iberia from February 2017. Prior to rejoining the Company in
February 2017, Chief Executive Officer of Deoleo, S.A., a Spanish multinational olive oil
processing company, from May 2015 to September 2016, and Senior Vice President and
President, Asia Pacific, of S.C. Johnson & Son, Inc., a multinational consumer product
manufacturer, from September 2014 to May 2015. President of the Company’s ASEAN
business unit from 2010 to August 2014.
Executive Vice President since January 2024 and President, International Development, with
oversight of seven of the Company’s operating units, since January 2023. President of the
Latin America operating unit from October 2020 to December 2022. President of the Brazil
business unit from September 2016 to September 2020, and President of the Greater China
and Korea business unit from April 2013 to August 2016.
Executive Vice President since January 2024 and Global Chief People Officer since March
2019 when she joined the Company. Senior Vice President from March 2019 to December
2023. Senior Vice President and Chief Human Resources Officer for AMB Group LLC,
which is the investment management and shared services arm of The Blank Family of
Businesses, from 2014 through 2018. Prior to joining AMB Group LLC, Vice President of
Human Resources for International at Equifax Inc. from 2013 through 2014, where she led
human resources for all of its global locations.
Executive Vice President since January 2024 and Global General Counsel since April 2021.
Senior Vice President from April 2021 to December 2023, and Chief Compliance Officer and
Associate General Counsel of the North America operating unit from January 2018 to April
2021. Legal Director for the Southern and East Africa business unit from September 2013 to
December 2017, and Vice President of Supply Chain and Consumer Affairs and Senior
Managing Counsel, Coca-Cola Refreshments, from 2008 to September 2013.
Nikolaos Koumettis
59
President, Europe operating unit since January 2021, and prior to that, President of the
Europe, Middle East and Africa Group from January 2019. President of the Central and
Eastern Europe business unit from April 2016 to December 2018, and President of the
Central and Southern Europe business unit from April 2011 to April 2016.
31
Name
Jennifer K. Mann
Age
51
John Murphy
62
Beatriz Perez
54
Bruno Pietracci
49
Nancy Quan
57
Position
Executive Vice President since January 2024 and President, North America operating unit
since January 2023. Senior Vice President from May 2017 to December 2023. President,
Global Ventures from January 2019 to December 2022, Chief People Officer from May 2017
to March 2019, and Chief of Staff for James Quincey, then President and Chief Operating
Officer and later Chief Executive Officer, from October 2015 to October 2018. Vice
President and General Manager of Coca-Cola Freestyle from June 2012 to October 2015.
President since October 2022 and Chief Financial Officer since March 2019. Executive Vice
President from March 2019 to September 2022, and prior to that, Senior Vice President and
Deputy Chief Financial Officer from January 2019 to March 2019. President of the Asia
Pacific Group from August 2016 to December 2018, and President of the South Latin
business unit from January 2013 to August 2016.
Executive Vice President since January 2024 and Global Chief Communications,
Sustainability and Strategic Partnerships Officer since May 2017. Senior Vice President from
May 2017 to December 2023. Served as the Company’s first Chief Sustainability Officer
from July 2011 to April 2017, and as Vice President, Global Partnerships and Licensing,
Retail and Attractions from July 2016 to April 2017. Chair of The Coca-Cola Foundation,
Inc., the Company’s primary international philanthropic arm, since October 2017.
President, Latin America operating unit since February 2023, and prior to that, President of
the Africa operating unit from January 2021 to January 2023. President of the Africa and
Middle East business unit from February 2020 to December 2020, President of the South and
East Africa business unit from July 2018 to January 2020, and Vice President of operations
for the Europe, Middle East and Africa Group from November 2016 to June 2018.
Executive Vice President since January 2024, and prior to that, Senior Vice President from
January 2019 to December 2023. Global Chief Technical and Innovation Officer since
February 2021, Chief Technical Officer from January 2019 to February 2021, and Chief
Technical Officer of Coca-Cola North America from July 2016 to December 2018. Global
R&D Officer from January 2012 to July 2016.
James Quincey
59
Chairman of the Board of Directors since April 2019 and Chief Executive Officer since May
2017. Elected to the Board of Directors in April 2017. President from August 2015 to
December 2018, and Chief Operating Officer from August 2015 to April 2017.
All executive officers serve at the pleasure of the Board of Directors. There is no family relationship between any of the
Directors or executive officers of the Company.
32
Part II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The principal United States market in which the Company’s common stock is listed and traded is the New York Stock
Exchange and the corresponding trading symbol is “KO.”
While we have historically paid dividends to holders of our common stock on a quarterly basis, the declaration and payment of
future dividends will depend on many factors, including, but not limited to, our earnings, financial condition, business
development needs and regulatory considerations, and are at the discretion of our Board of Directors.
As of February 16, 2024, there were 182,362 shareowner accounts of record. This figure does not include a substantially greater
number of “street name” holders or beneficial holders of our common stock, whose shares are held of record by banks, brokers
and other financial institutions.
The information under the subheading “Equity Compensation Plan Information” under the principal heading “Compensation”
in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareowners (“Company’s 2024 Proxy Statement”), to be
filed with the SEC, is incorporated herein by reference.
During the year ended December 31, 2023, no equity securities of the Company were sold by the Company that were not
registered under the Securities Act of 1933, as amended.
The following table presents information with respect to purchases of common stock of the Company made during the three
months ended December 31, 2023 by the Company or any “affiliated purchaser” of the Company as defined in
Rule 10b-18(a)(3) under the Exchange Act:
Period
September 30, 2023 through October 27, 2023
October 28, 2023 through November 24, 2023
November 25, 2023 through December 31, 2023
Total
Total Number of
Shares Purchased 1
2,660,342
8,576,806
7,731,904
18,969,052
Average
Price Paid
Per Share
$ 55.28
57.02
58.70
$ 57.46
Total Number of
Shares Purchased as
Part of the Publicly
Announced Plan 2
2,660,200
8,576,806
7,721,097
18,958,103
Maximum Number
of Shares That May
Yet Be Purchased
Under the Publicly
Announced Plan
119,149,975
110,573,169
102,852,072
1 The total number of shares purchased includes: (1) shares purchased, if any, pursuant to the 2019 Plan described in footnote 2 below, and (2)
shares surrendered, if any, to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with so-
called stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees.
2 In February 2019, the Company publicly announced that our Board of Directors had authorized a plan (“2019 Plan”) for the Company to
purchase up to 150 million shares of our common stock. This column discloses the number of shares purchased, if any, pursuant to the 2019
Plan during the indicated time periods (including shares purchased pursuant to the terms of preset trading plans meeting the requirements of
Rule 10b5-1 under the Exchange Act).
33
Comparison of Five-Year Cumulative Total Shareowner Return Among The Coca-Cola Company,
the Dow Jones U.S. Food & Beverage Total Return Index and the S&P 500 Index
Performance Graph
December 31,
The Coca-Cola Company
Dow Jones U.S. Food & Beverage Total Return Index
S&P 500 Index
$
2018
100 $
100
100
2019
121 $
125
131
2020
124 $
135
156
2021
138 $
153
200
2022
152 $
165
164
2023
145
158
207
The total shareowner return is based on a $100 investment on December 31, 2018 and assumes that dividends were reinvested
on the day of issuance.
ITEM 6. RESERVED
ITEM 7. 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 (“MD&A”) is
intended to help the reader understand The Coca-Cola Company, our operations and our present business environment. MD&A
is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the
accompanying notes thereto contained in “Item 8. Financial Statements and Supplementary Data” of this report. MD&A
includes the following sections:
• Our Business — a general description of our business and its challenges and risks.
• Critical Accounting Policies and Estimates — a discussion of accounting policies that require critical judgments and
estimates.
• Operations Review — an analysis of our consolidated results of operations for 2023 and 2022 and year-to-year
comparisons between 2023 and 2022. An analysis of our consolidated results of operations for 2022 and 2021 and year-
34
The Coca-Cola CompanyDow Jones U.S. Food & Beverage Total Return IndexS&P 500 Index12/31/1812/31/1912/31/2012/31/2112/31/2212/31/23$50$75$100$125$150$175$200$225$250
to-year comparisons between 2022 and 2021 can be found in MD&A in Part II, Item 7 of the Company’s Form 10-K for
the year ended December 31, 2022.
• Liquidity, Capital Resources and Financial Position — an analysis of cash flows, contractual obligations, foreign
exchange, and the impact of inflation and changing prices.
General
OUR BUSINESS
The Coca-Cola Company is a total beverage company, and beverage products bearing our trademarks, sold in the United States
since 1886, are now sold in more than 200 countries and territories. We own or license and market numerous beverage brands,
which we group into the following categories: Trademark Coca-Cola; sparkling flavors; water, sports, coffee and tea; juice,
value-added dairy and plant-based beverages; and emerging beverages. We own and market several of the world’s largest
nonalcoholic sparkling soft drink brands, including Coca-Cola, Sprite, Fanta, Coca-Cola Zero Sugar and Diet Coke/Coca-Cola
Light.
We make our branded beverage products available to consumers throughout the world through our network of independent
bottling partners, distributors, wholesalers and retailers as well as the Company’s consolidated bottling and distribution
operations. Beverages bearing trademarks owned by or licensed to us account for 2.2 billion of the estimated 64 billion servings
of all beverages consumed worldwide every day.
We believe our success depends on our ability to connect with consumers by providing them with a wide variety of beverage
options to meet their desires, needs and lifestyles. Our success further depends on the ability of our people to execute
effectively, every day.
Our Company operates in two lines of business: concentrate operations and finished product operations.
Our concentrate operations typically generate net operating revenues by selling beverage concentrates, sometimes referred to as
“beverage bases,” syrups, including fountain syrups, and certain finished beverages to authorized bottling operations (to which
we typically refer as our “bottlers” or our “bottling partners”). Our bottling partners either combine concentrates with still or
sparkling water and sweeteners (depending on the product), or combine syrups with still or sparkling water, to produce finished
beverages. The finished beverages are packaged in authorized containers, such as cans and refillable and nonrefillable glass and
plastic bottles, bearing our trademarks or trademarks licensed to us and are then sold to retailers directly or, in some cases,
through wholesalers or other bottlers. In addition, outside the United States, our bottling partners are typically authorized to
manufacture fountain syrups, using our concentrates, which they sell to fountain retailers for use in producing beverages for
immediate consumption, or to authorized fountain wholesalers who in turn sell and distribute the fountain syrups to fountain
retailers. Our concentrate operations are included in our geographic operating segments and our Global Ventures operating
segment.
Our finished product operations generate net operating revenues by selling sparkling soft drinks and a variety of other finished
beverages to retailers, or to distributors and wholesalers who in turn sell the beverages to retailers. Generally, finished product
operations generate higher net operating revenues but lower gross profit margins than concentrate operations. These operations
consist primarily of our consolidated bottling and distribution operations, which are included in our Bottling Investments
operating segment. In certain markets, the Company also operates non-bottling finished product operations in which we sell
finished beverages to distributors and wholesalers that are generally not one of the Company’s bottling partners. These
operations are generally included in one of our geographic operating segments or our Global Ventures operating segment.
Additionally, we sell directly to consumers through retail stores operated by Costa. These sales are included in our Global
Ventures operating segment. In the United States, we manufacture fountain syrups and sell them to fountain retailers, who use
the fountain syrups to produce beverages for immediate consumption, or to authorized fountain wholesalers or bottling partners
who in turn sell and distribute the fountain syrups to fountain retailers. These fountain syrup sales are included in our North
America operating segment.
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The following table sets forth the percentage of total net operating revenues attributable to concentrate operations and finished
product operations:
Year Ended December 31,
Concentrate operations
Finished product operations
Total
2023
58%
42
100%
2022
56%
44
100%
The following table sets forth the percentage of total worldwide unit case volume attributable to concentrate operations and
finished product operations:
Year Ended December 31,
Concentrate operations
Finished product operations
Total
2023
83%
17
100%
2022
82%
18
100%
We operate in the highly competitive commercial beverage industry. We face strong competition from numerous other general
and specialty beverage companies. We, along with other beverage companies, are affected by a number of factors, including,
but not limited to, the cost to manufacture and distribute products, consumer spending, economic conditions, availability and
quality of water, consumer preferences, inflation, geopolitical conditions including international conflicts, local and national
laws and regulations, foreign currency exchange rate fluctuations, fuel prices, weather patterns and health crises.
Despite the dynamic world in which we are currently operating, we believe we are well positioned to create value for our
Company and our stakeholders. In an effort to support our future growth, we are continuing to invest in our portfolio of brands,
our strategic capabilities and our people. We are focused on the following strategic priorities: unlocking the potential of our
portfolio of strong global, regional and scaled local brands; developing a robust innovation pipeline focusing on scalable
initiatives; increasing consumer-centric marketing effectiveness and efficiency; winning in the marketplace with aligned data-
driven revenue growth management and execution capabilities; and further embedding sustainability goals into our operations.
Challenges and Risks
Being a global enterprise provides unique opportunities for our Company. Challenges and risks accompany those opportunities.
Our management has identified certain challenges and risks that demand the attention of our Company and the commercial
beverage industry. Of these, six key strategic business challenges and risks are discussed below.
Obesity
Obesity continues to impact individuals, communities and countries worldwide. There is concern among consumers, public
health professionals and governments about the health problems associated with obesity. This concern represents a significant
challenge to our industry. We understand that obesity is a complex public health challenge, and we are committed to being a
part of the solution.
We recognize the uniqueness of consumers’ lifestyles and dietary choices. Therefore, we continue to:
• offer an expanded portfolio of beverage choices, including reduced-, low- and no-calorie beverage options;
• provide transparent nutrition information, featuring calories on the front of most of our packages;
• provide our beverages in a range of packaging sizes, including small sizes to enable portion control; and
• market responsibly, including no advertising targeted to children under 13.
The heritage of our Company is to lead, and innovation is critical for leadership. As such, we are resolute in continuing to
innovate and are committed to partnering with suppliers to invest in research and development of new noncaloric sweeteners
and flavors that help us create the best tasting beverages, including options with low or no calories. We want to be a helpful and
credible partner in the fight against obesity. Across the Coca-Cola system, we are mobilizing our assets in marketing and in
community outreach to increase awareness and spur action.
Evolving Consumer Product Preferences
We are impacted by shifting consumer demographics and needs, on-the-go lifestyles and consumers who are empowered with
more information than ever. As a consequence of these changes, many consumers want more beverage choices, personalization,
a focus on sustainability, and transparency related to our products and packaging. We are committed to meeting changing
consumer needs and to generating growth through our evolving portfolio of beverage brands and products (including numerous
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low- and no-calorie products); selectively expanding into other profitable categories of the commercial beverage industry;
investing in innovative and sustainable packaging; and including easy-to-access information about our beverages on our
website.
Evolving Competitive Landscape and Competing in the Digital Marketplace
Our Company faces strong competition from well-established global companies as well as numerous regional and local
companies. Additionally, the rapidly evolving digital landscape and growth of e-commerce in many markets has led to dramatic
shifts in consumer shopping habits and patterns. Consumers are rapidly embracing shopping via mobile device applications,
e-commerce retailers and e-commerce websites or platforms, which presents new challenges to maintain the competitiveness
and relevancy of our brands. As a result, we must continuously strengthen our capabilities in marketing and innovation to
compete in a digital environment and maintain brand loyalty and market share. In addition, we are increasing our investments in
e-commerce to support retail and meal delivery services, offering more package sizes that are fit-for-purpose for online sales
and shifting more consumer and trade promotions to digital.
Product Safety and Quality
We strive to meet the highest standards in both product safety and product quality. We are aware that some consumers have
concerns and negative viewpoints regarding certain ingredients used in our products. We only use ingredients that are
authorized for use by regulatory authorities in each of the markets in which we operate. The Coca-Cola system works every day
to produce high-quality, safe and refreshing beverages for consumers around the world. We have rigorous product and
ingredient safety and quality standards designed to ensure safety and quality in each of our products, and we drive innovation
that provides new beverage options to satisfy consumers’ evolving needs and preferences.
We work to ensure consistent safety and quality through strong governance and compliance with applicable regulations and
standards. We stay current with new regulations, industry best practices and marketplace conditions, and we engage with
standard-setting and industry organizations. Additionally, we manufacture and distribute our products according to strict
policies, requirements and specifications set forth in an integrated quality management program that continually measures all
operations within the Coca-Cola system against the same stringent standards. Our quality management program also identifies
and mitigates risks and drives improvement. In our quality laboratories, we stringently measure the quality attributes of
ingredients as well as samples of finished products collected from the marketplace.
We perform due diligence to ensure that product and ingredient safety and quality standards are maintained in the more than
200 countries and territories where our products are sold. We regularly assess the relevance of our requirements and standards
and continually work to improve and refine them across our entire supply chain.
Sustainability Matters
Investors and stakeholders increasingly focus on sustainability matters. We acknowledge that we have a role to play in
developing and implementing solutions that help build resilience across our business. We report our sustainability progress in
the following areas: circular economy of packaging; water stewardship; climate; portfolio; sustainable agriculture; human and
workplace rights and diversity, equity and inclusion. Our ability to achieve our sustainability goals is dependent on many
factors, including, but not limited to, our actions along with the actions of various stakeholders, such as our bottling partners,
suppliers, governments, nongovernmental organizations, communities, and other third parties, some of which are outside of our
control.
Talent Acquisition and Retention
Competition for existing and prospective personnel has increased, especially in light of changing worker expectations and talent
marketplace variability regarding flexible work models. In addition, the broader labor market is experiencing a shortage of
qualified workers, which has further increased competition for qualified employees that we want and may require for our future
business needs.
Our people and our culture are critical business priorities, and we strive to be a global employer of choice that attracts and
retains high-performing talent with the passion, skills and mindsets to drive us on our purpose to refresh the world and make a
difference. We are committed to building an equitable and inclusive culture that inspires and supports the growth of our
employees, serves our communities and shapes a strong and more sustainable business.
See “Item 1A. Risk Factors” in Part I of this report for additional information about risks and uncertainties facing our Company.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States (“U.S. GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts
reported in our consolidated financial statements and accompanying notes. We believe our most critical accounting policies and
estimates relate to the following:
• Principles of Consolidation
• Recoverability of Equity Method Investments and Indefinite-Lived Intangible Assets
• Pension Plan Valuations
• Revenue Recognition
• Income Taxes
Management has discussed the development, selection and disclosure of critical accounting policies and estimates with the
Audit Committee of our Company’s Board of Directors. While our estimates and assumptions are based on our knowledge of
current events and on actions we may undertake in the future, actual results may ultimately differ from these estimates and
assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 1 of Notes to Consolidated
Financial Statements.
Principles of Consolidation
Our Company consolidates all entities that we control by ownership of a majority voting interest. Additionally, there are
situations in which consolidation is required even though the usual condition of consolidation (i.e., ownership of a majority
voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business enterprise that was
achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between
such entity’s voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise.
This disproportionate relationship results in what is known as a variable interest, and the entity in which another entity holds a
variable interest is referred to as a “VIE.” An enterprise must consolidate a VIE if it is determined to be the primary beneficiary
of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the
entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could
potentially be significant to the VIE.
Our Company holds interests in certain VIEs, primarily bottling operations, for which we were not determined to be the
primary beneficiary. Our variable interests in these VIEs primarily relate to equity investments, profit guarantees or
subordinated financial support. Refer to Note 12 of Notes to Consolidated Financial Statements. Although these financial
arrangements resulted in our holding variable interests in these entities, they did not empower us to direct the activities of the
VIEs that most significantly impact the VIEs’ economic performance. Creditors of our VIEs do not have recourse against the
general credit of the Company, regardless of whether the VIEs are accounted for as consolidated entities.
We use the equity method to account for investments in companies if our investment provides us with the ability to exercise
significant influence over the operating and financial policies of the investee. Our consolidated net income includes our
Company’s proportionate share of the net income or loss of these companies. Our judgment regarding the level of influence
over each equity method investee includes considering key factors, such as our ownership interest, representation on the board
of directors, participation in policy-making decisions, other commercial arrangements and material intercompany transactions.
We eliminate from our financial results all significant intercompany transactions, including the intercompany transactions with
consolidated VIEs and the intercompany portion of transactions with equity method investees.
Recoverability of Equity Method Investments and Indefinite-Lived Intangible Assets
Our Company faces many uncertainties and risks related to various economic, political and regulatory environments in the
countries and territories in which we operate, particularly in developing and emerging markets. Refer to the heading “Our
Business — Challenges and Risks” above and “Item 1A. Risk Factors” in Part I of this report as well as the heading
“Operations Review” below for additional information related to our present business environment. As a result, management
must make numerous assumptions, which involve a significant amount of judgment, when performing impairment tests of
equity method investments and indefinite-lived intangible assets in various regions around the world. The performance of
impairment tests involves critical accounting estimates. These estimates require significant management judgment and include
inherent uncertainties. Factors that management must estimate include, among others, the economic lives of the assets, sales
volume, pricing, royalty rates, cost of raw materials, delivery costs, long-term growth rates, discount rates, marketing spending,
foreign currency exchange rates, tax rates, capital spending and proceeds from the sale of assets. The variability of these factors
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depends on a number of conditions, and thus our accounting estimates may change from period to period. These factors are
even more difficult to estimate when global financial markets are highly volatile. As these factors are often interdependent and
may not change in isolation, we do not believe it is practicable or meaningful to present the impact of changing a single factor.
If we had used other assumptions and estimates when impairment tests were performed, impairment charges could have
resulted. Furthermore, if management uses different assumptions in future periods, or if different conditions exist in future
periods, impairment charges could result. The total future impairment charges we may be required to record could be material.
Equity Method Investments
Equity method investments are reviewed for impairment whenever significant events or changes in circumstances indicate that
the carrying amount of the investment might not be recoverable. When such events or changes occur, we evaluate the fair value
compared to our cost basis in the investment. The fair values of most of our Company’s investments in publicly traded
companies are readily available based on quoted market prices. For investments in nonpublicly traded companies,
management’s assessment of fair value is based on various valuation methodologies, including discounted cash flows, estimates
of sales proceeds, and appraisals, as appropriate. We consider the assumptions that we believe a market participant would use in
evaluating estimated future cash flows when employing the discounted cash flow or estimates of sales proceeds valuation
methodologies. The ability to accurately predict future cash flows, especially in emerging and developing markets, may impact
the determination of fair value. In the event the fair value of an investment declines below our cost basis, management is
required to determine if the decline in fair value is other than temporary. If management determines the decline is other than
temporary, an impairment charge is recorded. Management’s assessment as to the nature of a decline in fair value is based on,
among other things, the length of time and the extent to which the market value has been less than our cost basis; the financial
condition and near-term prospects of the issuer; and our intent and ability to retain the investment for a period of time sufficient
to allow for any anticipated recovery in market value. Refer to Note 17 of Notes to Consolidated Financial Statements for a
discussion of impairment charges, if applicable.
Indefinite-Lived Intangible Assets
Impairment tests for indefinite-lived intangible assets must be performed at least annually, or more frequently if events or
circumstances indicate that an asset may be impaired. Our Company performs the annual impairment tests as of the first day of
our third fiscal quarter. We perform impairment tests using various valuation methodologies, including discounted cash flow
models and a market approach, to determine the fair value of the indefinite-lived intangible asset or the reporting unit, as
applicable. The ability to accurately predict future cash flows, especially in emerging and developing markets, may impact the
determination of fair value. When performing these impairment tests, we estimate the fair values of the assets using
management’s best assumptions, which we believe are consistent with those a market participant would use. The estimates and
assumptions used in these tests are evaluated and updated as appropriate.
For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair value, an impairment charge
is recognized in an amount equal to that excess. The Company has the option to perform a qualitative assessment of indefinite-
lived intangible assets, other than goodwill, rather than completing the impairment test. The Company must assess whether it is
more likely than not that the fair value of the intangible asset is less than its carrying amount. If the Company concludes that
this is the case, it must perform the impairment testing described above.
We perform impairment tests of goodwill at our reporting unit level, which is generally one level below our operating
segments. Our operating segments are primarily based on geographic responsibility, which is consistent with the way
management runs our business. Our geographic operating segments are generally subdivided into smaller geographic regions.
These geographic regions are our reporting units. Our Global Ventures operating segment includes the results of our Costa,
innocent and doğadan businesses, as well as fees earned pursuant to distribution coordination agreements between the Company
and Monster, each of which is its own reporting unit. The Bottling Investments operating segment includes all of our
consolidated bottling operations, regardless of geographic location. Generally, each consolidated bottling operation within our
Bottling Investments operating segment is its own reporting unit. Goodwill is assigned to the reporting unit or units that benefit
from the synergies arising from each business combination.
In order to test for goodwill impairment, the Company compares the fair value of the reporting unit to its carrying value,
including goodwill. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down for the
amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment charge recognized
cannot exceed the carrying amount of goodwill. The assumptions used in our impairment testing models are consistent with
those we believe a market participant would use. The Company has the option to perform a qualitative assessment of goodwill
rather than completing the impairment test. The Company must assess whether it is more likely than not that the fair value of
the reporting unit is less than its carrying amount. If the Company concludes that this is the case, it must perform the
impairment testing discussed above. Otherwise, the Company does not need to perform any further assessment.
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Intangible assets acquired in recent transactions are naturally more susceptible to impairment, because they are recorded at fair
value based on recent operating plans and macroeconomic conditions present at the time of acquisition. Consequently, if
operating results and/or macroeconomic conditions deteriorate shortly after an acquisition, it could result in the impairment of
the acquired assets. A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash
flows used in our cash flow models but may also negatively impact other assumptions used in our analyses, including, but not
limited to, the discount rates. If the discount rates change, our Company may recognize an impairment of an intangible asset in
spite of realizing actual cash flows that are equal to, or greater than, our previously forecasted amounts. Refer to Note 2 of
Notes to Consolidated Financial Statements for a discussion of recent acquisitions, if applicable.
In November 2021, the Company acquired the remaining 85% ownership interest in, and now owns 100% of BodyArmor,
which offers a line of sports performance and hydration beverages. The Company allocated $4.2 billion of the purchase price to
the BodyArmor trademark. As of December 31, 2023, the fair value of this trademark approximates its carrying value. If the
near-term operating results of this trademark do not achieve our current financial projections, or if the macroeconomic
conditions change causing the discount rate to increase without an offsetting increase in the operating results, it is likely that we
would be required to recognize an impairment charge. Management will continue to monitor the fair value of this trademark in
future periods.
Pension Plan Valuations
Our Company sponsors a qualified pension plan covering substantially all U.S. employees as well as unfunded nonqualified
pension plans for certain employees in the United States. In addition, our Company and its subsidiaries have various pension
plans outside the United States.
Management is required to make certain critical estimates related to the actuarial assumptions used to determine our pension
obligations and our net periodic pension cost or income. We believe the two most critical assumptions are the discount rate and
the expected long-term rate of return on plan assets. Our actuarial assumptions are reviewed annually, or more frequently to the
extent that a settlement or curtailment occurs. Changes in these assumptions could have a material impact on the measurement
of our pension obligations and our net periodic pension cost or income.
The discount rate assumption used to account for pension plans reflects the rate at which the benefit obligations could be
effectively settled. The discount rate for U.S. and certain non-U.S. plans is determined using a matching technique whereby the
rates of a yield curve, developed from high-quality debt securities, are applied to projected benefit cash flows to determine the
appropriate effective discount rate. For other non-U.S. plans, we base the discount rate assumption on comparable indices
within each of the respective countries. The Company measures the service cost and interest cost components of net periodic
pension cost or income by applying the specific spot rates along the yield curve to the plans’ projected cash flows.
The expected long-term rate of return on plan assets is based upon the long-term outlook of our investment strategy as well as
our historical returns and volatilities for each asset class. We also review current levels of interest rates and inflation to assess
the reasonableness of our expected long-term rate of return on plan assets. Our investment objective for our pension assets is to
ensure all funded pension plans have sufficient assets to meet their benefit obligations when they become due. As a result, the
Company periodically revises asset allocations, where appropriate, to seek to improve returns and manage risk.
In 2023, the Company’s total cost related to pension plans was $120 million, which included $38 million of net periodic
pension cost and net charges of $82 million, primarily due to settlements and special termination benefits. In 2024, we expect
our net periodic pension cost to be approximately $51 million. The increase in net periodic pension cost is primarily due to the
net impact of the decrease in the weighted-average discount rate at December 31, 2023 compared to December 31, 2022.
As of December 31, 2023, the U.S. qualified pension plan represented 63% and 56% of the Company’s consolidated projected
benefit obligation and pension plan assets, respectively. For this plan, we estimate that a 50 basis-point decrease in the discount
rate would result in an $8 million increase in our 2024 net periodic pension cost, and we estimate that a 50 basis-point decrease
in the expected long-term rate of return on plan assets would result in a $19 million increase in our 2024 net periodic pension
cost.
Refer to Note 14 of Notes to Consolidated Financial Statements for additional information about our pension plans and related
actuarial assumptions.
Revenue Recognition
Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our
performance obligation generally consists of the promise to sell concentrates, syrups or finished products to our bottling
partners, wholesalers, distributors or retailers. Control of the concentrates, syrups or finished products is transferred upon
shipment to, or receipt at, our customers’ locations, as determined by the specific terms of the contract. Upon transfer of control
to the customer, which completes our performance obligation, revenue is recognized. Our sales terms generally do not allow for
40
a right of return except for matters related to any manufacturing defects on our part. After completion of our performance
obligation, we have an unconditional right to consideration as outlined in the contract. Our receivables will generally be
collected in less than six months, in accordance with the underlying payment terms. All of our performance obligations under
the terms of contracts with our customers have an original duration of one year or less.
In most markets, in an effort to allow our Company and our bottling partners to grow together through shared value, aligned
financial objectives and the flexibility necessary to meet consumers’ always changing needs and tastes, we have implemented
an incidence-based concentrate pricing model. Under this model, the concentrate price we charge is impacted by a number of
factors, including, but not limited to, bottler pricing, the channels in which the finished products produced from the concentrates
are sold, and package mix. The amounts associated with the arrangements described above represent variable consideration, an
estimate of which is included in the transaction price as a component of net operating revenues in our consolidated statement of
income upon completion of our performance obligations. The total revenue recorded, including any variable consideration,
cannot exceed the amount for which it is probable that a significant reversal will not occur when uncertainties related to
variability are resolved. As a result, we are recognizing revenue based on our faithful depiction of the consideration that we
expect to receive. In making our estimates of variable consideration, we consider past results and make significant assumptions
related to: (1) customer sales volumes; (2) customer ending inventories; (3) customer selling price per unit; (4) selling channels;
and (5) discount rates, rebates and other pricing allowances, as applicable. In gathering data to estimate our variable
consideration, we generally calculate our estimates using a portfolio approach at the country and product line level rather than
at the individual contract level. The result of making these estimates will impact the line items trade accounts receivable or
accounts payable and accrued expenses in our consolidated balance sheet, as applicable. The actual amounts ultimately paid
and/or received may be different from our estimates.
Income Taxes
Our annual effective tax rate is based on our income and the tax laws in the various jurisdictions in which we operate.
Significant judgment is required in determining our annual income tax expense and in evaluating our tax positions. We
establish reserves to remove some or all of the tax benefit of any of our tax positions at the time we determine that the position
becomes uncertain based upon one of the following conditions: (1) the tax position is not “more likely than not” to be sustained;
(2) the tax position is “more likely than not” to be sustained, but for a lesser amount; or (3) the tax position is “more likely than
not” to be sustained, but not in the financial period in which the tax position was originally taken. For purposes of evaluating
whether or not a tax position is uncertain, (1) we presume the tax position will be examined by the relevant taxing authority that
has full knowledge of all relevant information; (2) the technical merits of a tax position are derived from authorities such as
legislation and statutes, legislative intent, regulations, rulings and caselaw and their applicability to the facts and circumstances
of the tax position; and (3) each tax position is evaluated without consideration of the possibility of offset or aggregation with
other tax positions taken. We adjust these reserves, including any impact on the related interest and penalties, in light of
changing facts and circumstances, such as the progress of a tax audit. Refer to the heading “Operations Review — Income
Taxes” below and Note 15 of Notes to Consolidated Financial Statements.
A number of years may elapse before a particular uncertain tax position is audited and finally resolved. The number of years
subject to tax audits or tax assessments varies depending on the tax jurisdiction. The tax benefit that has been previously
reserved because of a failure to meet the “more likely than not” recognition threshold would be recognized in income tax
expense in the first interim period when the uncertainty disappears under any one of the following conditions: (1) the tax
position is “more likely than not” to be sustained; (2) the tax position, amount and/or timing is ultimately settled through
negotiation or litigation; or (3) the statute of limitations for the tax position has expired. Settlement of any particular issue
would usually require the use of cash. Refer to Note 12 of Notes to Consolidated Financial Statements.
Tax laws require certain items to be included in the tax return at different times than when these items are reflected in the
consolidated financial statements. As a result, the annual effective tax rate reflected in our consolidated financial statements is
different from that reported in our tax return (our cash tax rate). Some of these differences are permanent, such as expenses that
are not deductible in our tax return, and some differences reverse over time, such as depreciation expense. Deferred tax assets
and liabilities are determined based on temporary differences between the book basis and tax basis of assets and liabilities. The
tax rates used to determine deferred tax assets or liabilities are the enacted tax rates in effect for the year and for the manner in
which the differences are expected to reverse. Based on the evaluation of all available information, the Company recognizes
future tax benefits, such as net operating loss carryforwards, to the extent that realizing these benefits is considered more likely
than not.
We evaluate our ability to realize the tax benefits associated with deferred tax assets by analyzing our forecasted taxable income
using both historical and projected future operating results; the reversal of existing taxable temporary differences; taxable
income in prior carryback years (if permitted); and the availability of tax planning strategies. A valuation allowance is required
41
to be established unless management determines that it is more likely than not that the Company will ultimately realize the tax
benefit associated with a deferred tax asset.
The Company does not record a U.S. deferred tax liability for the excess of the book basis over the tax basis of its investments
in foreign subsidiaries to the extent that the basis difference meets the indefinite reversal criteria. These criteria are met if the
foreign subsidiary has invested, or will invest, the undistributed earnings indefinitely. The decision as to the amount of
undistributed earnings that the Company intends to maintain in non-U.S. subsidiaries takes into account various items,
including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans, capital
improvement programs, merger and acquisition plans, and planned loans to other non-U.S. subsidiaries. The Company also
evaluates its expected cash requirements in the United States. Other factors that can influence that determination are local
restrictions on remittances (for example, in some countries a central bank application and approval are required in order for the
Company’s local country subsidiary to pay a dividend), economic stability and asset risk. Refer to Note 15 of Notes to
Consolidated Financial Statements.
OPERATIONS REVIEW
Our organizational structure consists of the following operating segments: Europe, Middle East and Africa; Latin America;
North America; Asia Pacific; Global Ventures; and Bottling Investments. Our operating structure also includes Corporate,
which consists of a center and a platform services organization. For additional information regarding our operating segments
and Corporate, refer to Note 20 of Notes to Consolidated Financial Statements.
Structural Changes, Acquired Brands and Newly Licensed Brands
In order to continually improve upon the Company’s operating performance, from time to time, we engage in buying and
selling ownership interests in bottling partners and other manufacturing operations. In addition, we periodically acquire brands
and their related operations or enter into license agreements for certain brands to supplement our beverage offerings. These
items impact our operating results and certain key metrics used by management in assessing the Company’s performance.
Unit case volume growth is a key metric used by management to evaluate the Company’s performance because it measures
demand for our products at the consumer level. The Company’s unit case volume represents the number of unit cases (or unit
case equivalents) of Company beverage products directly or indirectly sold by the Company and its bottling partners to
customers or consumers and, therefore, reflects unit case volume for both consolidated and unconsolidated bottlers. Refer to the
heading “Beverage Volume” below.
Concentrate sales volume represents the amount of concentrates, syrups, source waters and powders/minerals (in all instances
expressed in unit case equivalents) sold by, or used in finished products sold by, the Company to its bottling partners or other
customers. For Costa non-ready-to-drink beverage products, concentrate sales volume represents the amount of beverages,
primarily measured in number of transactions (in all instances expressed in unit case equivalents), sold by the Company to
customers or consumers. Refer to the heading “Beverage Volume” below.
When we analyze our net operating revenues, we generally consider the following factors: (1) volume growth (concentrate sales
volume or unit case volume, as applicable); (2) changes in price, product and geographic mix; (3) foreign currency exchange
rate fluctuations; and (4) acquisitions and divestitures (including structural changes as defined below), as applicable. Refer to
the heading “Net Operating Revenues” below. The Company sells concentrates and syrups to both consolidated and
unconsolidated bottling partners. The ownership structure of our bottling partners impacts the timing of recognizing concentrate
revenue and concentrate sales volume. When we sell concentrates or syrups to our consolidated bottling partners, we do not
recognize the concentrate revenue or concentrate sales volume until the bottling partner has sold finished products
manufactured from the concentrates or syrups to a third party. When we sell concentrates or syrups to our unconsolidated
bottling partners, we recognize the concentrate revenue and concentrate sales volume when the concentrates or syrups are sold
to the bottling partner. The subsequent sale of the finished products manufactured from the concentrates or syrups to a third
party does not impact the timing of recognizing the concentrate revenue or concentrate sales volume. When we account for an
unconsolidated bottling partner as an equity method investment, we eliminate the intercompany profit related to concentrate
sales to the extent of our ownership interest, until the equity method investee has sold finished products manufactured from the
concentrates or syrups to a third party. We typically report unit case volume when finished products manufactured from the
concentrates or syrups are sold to a third party, regardless of our ownership interest in the bottling partner, if any.
We generally refer to acquisitions and divestitures of bottling operations as “structural changes,” which are a component of
acquisitions and divestitures. Typically, structural changes do not impact the Company’s unit case volume or concentrate sales
volume on a consolidated basis or at the geographic operating segment level. We recognize unit case volume for all sales of
Company beverage products, regardless of our ownership interest in the bottling partner, if any. However, the unit case volume
reported by our Bottling Investments operating segment is generally impacted by structural changes because it only includes the
42
unit case volume of our consolidated bottling operations. Refer to Note 2 of Notes to Consolidated Financial Statements for
additional information on the Company’s acquisitions and divestitures.
“Acquired brands” refers to brands acquired during the past 12 months. Typically, the Company has not reported unit case
volume or recognized concentrate sales volume related to acquired brands in periods prior to the closing of a transaction.
Therefore, the unit case volume and concentrate sales volume related to an acquired brand are incremental to prior year volume.
We generally do not consider the acquisition of a brand to be a structural change.
“Licensed brands” refers to brands not owned by the Company but for which we hold certain rights, generally including, but not
limited to, distribution rights, and from which we derive an economic benefit when the related products are sold. Typically, the
Company has not reported unit case volume or recognized concentrate sales volume related to a licensed brand in periods prior
to the beginning of the term of a license agreement. Therefore, in the year that a license agreement is entered into, the unit case
volume and concentrate sales volume related to a licensed brand are incremental to prior year volume. We generally do not
consider the licensing of a brand to be a structural change.
In August 2022, the Company acquired a controlling interest in a bottling operation in Malawi. The impact of this acquisition
has been included as a structural change in our analysis of net operating revenues on a consolidated basis as well as for the
Bottling Investments and Europe, Middle East and Africa operating segments. Additionally, the Company refranchised our
bottling operations in Cambodia and Vietnam in November 2022 and January 2023, respectively, the impact of which has been
included as a structural change in our analysis of net operating revenues on a consolidated basis as well as for the Bottling
Investments and Asia Pacific operating segments.
In May 2023 and July 2022, the Company acquired certain brands in Asia Pacific. The impact of acquiring these brands has
been included in acquisitions and divestitures in our analysis of net revenues on a consolidated basis as well as for the Asia
Pacific operating segment.
Beverage Volume
We measure the volume of Company beverage products sold in two ways: (1) unit cases of finished products and
(2) concentrate sales. As used in this report, “unit case” means a unit of measurement equal to 192 U.S. fluid ounces of finished
beverage (24 eight-ounce servings), with the exception of unit case equivalents for Costa non-ready-to-drink beverage products,
which are primarily measured in number of transactions; and “unit case volume” means the number of unit cases (or unit case
equivalents) of Company beverage products directly or indirectly sold by the Company and its bottling partners to customers or
consumers. Unit case volume consists primarily of beverage products bearing Company trademarks. Also included in unit case
volume are certain brands licensed to, or distributed by, our Company, and brands owned by Coca-Cola system bottlers for
which our Company provides marketing support and from the sale of which we derive an economic benefit. In addition, unit
case volume includes sales by certain joint ventures in which the Company has an ownership interest. We believe unit case
volume is one of the indicators of the underlying strength of the Coca-Cola system because it measures demand for our
products at the consumer level. The unit case volume numbers used in this report are derived based on estimates received by the
Company from its bottling partners and distributors. Concentrate sales volume represents the amount of concentrates, syrups,
source waters and powders/minerals (in all instances expressed in unit case equivalents) sold by, or used in finished beverages
sold by, the Company to its bottling partners or other customers. For Costa non-ready-to-drink beverage products, concentrate
sales volume represents the amount of beverages, primarily measured in number of transactions (in all instances expressed in
unit case equivalents), sold by the Company to customers or consumers. Unit case volume and concentrate sales volume growth
rates are not necessarily equal during any given period. Factors such as seasonality, bottlers’ inventory practices, supply point
changes, timing of price increases, new product introductions and changes in product mix can create differences between unit
case volume and concentrate sales volume growth rates. In addition to these items, the impact of unit case volume from certain
joint ventures in which the Company has an ownership interest, but to which the Company does not sell concentrates, syrups,
source waters or powders/minerals, may give rise to differences between unit case volume and concentrate sales volume growth
rates.
43
Information about our volume growth worldwide and by operating segment is as follows:
Worldwide
Europe, Middle East & Africa
Latin America
North America
Asia Pacific
Global Ventures
Bottling Investments
Percent Change 2023 versus 2022
Unit Cases 1,2
2%
(2)
5
(1)
3
4
(1)
3
Concentrate
Sales
2%
—
6
(1)
—
5
N/A
1 Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only.
2 Geographic and Global Ventures operating segment data reflect unit case volume growth for all bottlers, both consolidated and
unconsolidated, and distributors in the applicable geographic areas. Global Ventures operating segment data also reflects unit case volume
growth for Costa retail stores.
3 After considering the impact of structural changes, unit case volume for Bottling Investments grew 6%.
Unit Case Volume
The Coca-Cola system sold 33.3 billion and 32.7 billion unit cases of our products in 2023 and 2022, respectively.
Unit case volume in Europe, Middle East and Africa decreased 2%, which included a 3% decline in sparkling flavors, a 14%
decline in juice, value-added dairy and plant-based beverages, a 1% decline in Trademark Coca-Cola, and a 2% decline in
water, sports, coffee and tea. The operating segment reported declines in unit case volume of 6% in the Europe operating unit
and 1% in the Eurasia and Middle East operating unit, partially offset by growth in unit case volume of 3% in the Africa
operating unit. The decline in unit case volume in Europe, Middle East and Africa was primarily due to the suspension of the
Company’s business in Russia in March 2022.
In Latin America, unit case volume increased 5%, which included 5% growth in Trademark Coca-Cola, 9% growth in water,
sports, coffee and tea, 2% growth in sparkling flavors and 3% growth in juice, value-added dairy and plant-based beverages.
The operating segment’s volume performance included 5% growth in both Mexico and Brazil.
Unit case volume in North America decreased 1%, which included a 5% decline in water, sports, coffee and tea, partially offset
by 3% growth in juice, value-added dairy and plant-based beverages and 1% growth in sparkling flavors. Trademark Coca-Cola
performance was even.
In Asia Pacific, unit case volume increased 3%, which included 4% growth in both sparkling flavors and Trademark Coca-Cola,
10% growth in juice, value-added dairy and plant-based beverages, and 1% growth in water, sports, coffee and tea. The
operating segment reported growth in unit case volume of 11% in the India and Southwest Asia operating unit, 2% in the
Greater China and Mongolia operating unit, and 1% in both the ASEAN and South Pacific and the Japan and South Korea
operating units.
Unit case volume for Global Ventures increased 4%, driven by growth in energy drinks, partially offset by a 1% decline in both
water, sports, coffee and tea as well as juice, value-added dairy and plant-based beverages.
Unit case volume for Bottling Investments decreased 1%, which primarily reflects the impact of refranchising our bottling
operations in Vietnam and Cambodia, partially offset by growth in India and South Africa.
Concentrate Sales Volume
In 2023, worldwide concentrate sales volume and unit case volume both grew 2% compared to 2022. The differences between
concentrate sales volume and unit case volume growth rates for the operating segments were primarily due to the timing of
concentrate shipments and the impact of unit case volume from certain joint ventures in which the Company has an ownership
interest, but to which the Company does not sell concentrates, syrups, source waters or powders/minerals.
44
Net Operating Revenues
Net operating revenues were $45,754 million in 2023, compared to $43,004 million in 2022, an increase of $2,750 million, or
6%.
The following table illustrates, on a percentage basis, the estimated impact of the factors resulting in the increase (decrease) in
net operating revenues on a consolidated basis and for each of our operating segments:
Consolidated
Europe, Middle East & Africa
Latin America
North America
Asia Pacific
Global Ventures
Bottling Investments
Percent Change 2023 versus 2022
Price, Product &
Geographic Mix
10%
19
16
8
5
2
8
Foreign Currency
Exchange Rate
Fluctuations
(4) %
(12)
(3)
—
(5)
—
(7)
Volume1
2%
—
6
(1)
—
5
6
Acquisitions &
Divestitures2
(1) %
—
—
—
1
—
(8)
Total
6%
7
19
7
—
8
—
Note: Certain rows may not add due to rounding.
1 Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our
geographic operating segments and our Global Ventures operating segment (expressed in unit case equivalents) after considering the impact
of acquisitions and divestitures, if any. For our Bottling Investments operating segment, this represents the percent change in net operating
revenues attributable to the increase (decrease) in unit case volume after considering the impact of structural changes, if any. Our Bottling
Investments operating segment data reflects unit case volume growth for consolidated bottlers only after considering the impact of structural
changes, if any. Refer to the heading “Beverage Volume” above.
2 Includes structural changes, if any. Refer to the heading “Structural Changes, Acquired Brands and Newly Licensed Brands” above.
Refer to the heading “Beverage Volume” above for additional information related to changes in our unit case and concentrate
sales volumes.
“Price, product and geographic mix” refers to the change in net operating revenues caused by factors such as price changes, the
mix of products and packages sold, and the mix of channels and geographic territories where the sales occurred. The impact of
price, product and geographic mix is calculated by subtracting the change in net operating revenues resulting from volume
increases or decreases, fluctuations in foreign currency exchange rates, and acquisitions and divestitures from the total change
in net operating revenues. Management believes that providing investors with price, product and geographic mix enhances their
understanding about the combined impact that the following items had on the Company’s net operating revenues: (1) pricing
actions taken by the Company and, where applicable, our bottling partners; (2) changes in the mix of products and packages
sold; (3) changes in the mix of channels where products were sold; and (4) changes in the mix of geographic territories where
products were sold. Management uses this measure in making financial, operating and planning decisions and in evaluating the
Company’s performance.
Price, product and geographic mix had a 10% favorable impact on our consolidated net operating revenues. Price, product and
geographic mix was impacted by a variety of factors and events, including, but not limited to, the following:
• Europe, Middle East and Africa — favorable pricing initiatives, including inflationary pricing in Türkiye and Zimbabwe,
partially offset by unfavorable geographic mix;
• Latin America — favorable pricing initiatives, including inflationary pricing in Argentina, along with favorable channel
and product mix, partially offset by increased funding for promotional and marketing support;
• North America — favorable pricing initiatives and favorable channel, package and product mix;
• Asia Pacific — favorable pricing initiatives, partially offset by unfavorable geographic mix and increased funding for
promotional and marketing support;
• Global Ventures — favorable pricing initiatives and favorable channel mix, primarily due to the favorable performance
of Costa in the United Kingdom, offset by unfavorable product mix and the impact of no longer receiving COVID-
related incentives in the current year; and
• Bottling Investments — favorable pricing initiatives across most markets, partially offset by unfavorable geographic
mix.
45
The favorable pricing initiatives for the year ended December 31, 2023 in all operating segments included carryover pricing
increases from the prior year.
Fluctuations in foreign currency exchange rates decreased our consolidated net operating revenues by 4%. This unfavorable
impact was primarily due to a stronger U.S. dollar compared to certain foreign currencies, including the Argentine peso,
Zimbabwean dollar, South African rand, Nigerian naira, Turkish lira, Japanese yen, Indian rupee and Chinese yuan, which had
an unfavorable impact on our Latin America; Europe, Middle East and Africa; Asia Pacific; and Bottling Investments operating
segments. The unfavorable impact of a stronger U.S. dollar compared to the currencies listed above was partially offset by the
impact of a weaker U.S. dollar compared to certain other foreign currencies, including the Mexican peso, which had a favorable
impact on our Latin America operating segment. Refer to the heading “Liquidity, Capital Resources and Financial Position —
Foreign Exchange” below for additional information about the impact of foreign currency exchange rate fluctuations.
“Acquisitions and divestitures” generally refers to acquisitions and divestitures of brands or businesses, some of which the
Company considers to be structural changes. The impact of acquisitions and divestitures is the difference between the change in
net operating revenues and the change in what our net operating revenues would have been if we removed the net operating
revenues associated with an acquisition or a divestiture from either the current year or the prior year, as applicable.
Management believes that quantifying the impact that acquisitions and divestitures had on the Company’s net operating
revenues provides investors with useful information to enhance their understanding of the Company’s net operating revenue
performance by improving their ability to compare our year-to-year results. Management considers the impact of acquisitions
and divestitures when evaluating the Company’s performance. Refer to the heading “Structural Changes, Acquired Brands and
Newly Licensed Brands” above for additional information related to acquisitions and divestitures.
Net operating revenue growth rates are impacted by sales volume; price, product and geographic mix; foreign currency
exchange rate fluctuations; and acquisitions and divestitures. The size and timing of acquisitions and divestitures are not
consistent from period to period. Based on current spot rates and our hedging coverage in place, we expect foreign currency
exchange rate fluctuations will have an unfavorable impact on our full year 2024 net operating revenues.
Information about our net operating revenues by operating segment and Corporate as a percentage of Company net operating
revenues is as follows:
Year Ended December 31,
Europe, Middle East & Africa
Latin America
North America
Asia Pacific
Global Ventures
Bottling Investments
Corporate
Total
2023
16.2%
12.7
36.6
10.3
6.7
17.2
0.3
100.0%
2022
16.0%
11.4
36.5
11.0
6.6
18.3
0.2
100.0%
The percentage contribution of each operating segment fluctuates over time due to net operating revenues in some operating
segments growing at a faster rate compared to other operating segments. In addition, foreign currency exchange rate
fluctuations impact the percentage contribution of each operating segment. For additional information about the impact of
foreign currency exchange rate fluctuations, refer to the heading “Liquidity, Capital Resources and Financial Position —
Foreign Exchange” below.
Gross Profit Margin
Gross profit margin is a ratio calculated by dividing gross profit by net operating revenues. Management believes gross profit
margin provides investors with useful information related to the profitability of our business prior to considering all of the
selling, general and administrative expenses and other operating charges incurred. Management uses this measure in making
financial, operating and planning decisions and in evaluating the Company’s performance.
Our gross profit margin increased to 59.5% in 2023 from 58.1% in 2022. This increase was primarily due to the impact of
favorable pricing initiatives, favorable channel and package mix, and structural changes. The impact of these items was
partially offset by the unfavorable impact of foreign currency exchange rate fluctuations and increased commodity costs.
46
Selling, General and Administrative Expenses
The following table sets forth the components of selling, general and administrative expenses (in millions):
Year Ended December 31,
Selling and distribution expenses
Advertising expenses
Stock-based compensation expense
Other operating expenses
Selling, general and administrative expenses
2023
2,599 $
5,010
254
6,109
13,972 $
2022
2,767
4,319
356
5,438
12,880
$
$
Selling, general and administrative expenses increased $1,092 million, or 8%, in 2023. This increase was primarily due to
higher advertising and other operating expenses, partially offset by decreases in selling and distribution expenses and stock-
based compensation expense. The increase in other operating expenses was primarily due to higher other marketing expenses
and increased charitable donations, as well as higher annual incentive expense and other employee benefit costs. The decrease
in selling and distribution expenses was primarily a result of the refranchising of our bottling operations in Vietnam and
Cambodia. The decrease in stock-based compensation expense was primarily due to the cumulative expense that was recorded
in 2022 resulting from the impact a more favorable financial outlook had on the outstanding nonvested performance share units.
In 2023, foreign currency exchange rate fluctuations decreased selling, general and administrative expenses by 3%.
As of December 31, 2023, we had $267 million of total unrecognized compensation cost related to nonvested stock-based
compensation awards granted under our plans, which we expect to recognize over a weighted-average period of 1.7 years as
stock-based compensation expense. This expected cost does not include the impact of any future stock-based compensation
awards. Refer to Note 13 of Notes to Consolidated Financial Statements.
Other Operating Charges
Other operating charges incurred by operating segment and Corporate were as follows (in millions):
Year Ended December 31,
Europe, Middle East & Africa
Latin America
North America
Asia Pacific
Global Ventures
Bottling Investments
Corporate
Total
2023
— $
—
26
35
—
—
1,890
1,951 $
2022
(7)
—
19
57
—
—
1,146
1,215
$
$
In 2023, the Company recorded other operating charges of $1,951 million. These charges consisted of $1,702 million related to
the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife in 2020,
$164 million related to the Company’s productivity and reinvestment program and $35 million related to the discontinuation of
certain manufacturing operations in Asia Pacific. In addition, other operating charges included $27 million related to the
restructuring of our North America operating unit, $15 million for the amortization of noncompete agreements related to the
BodyArmor acquisition in 2021 and $8 million related to tax litigation expense.
In 2022, the Company recorded other operating charges of $1,215 million. These charges primarily consisted of $1,000 million
related to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition,
$85 million related to the Company’s productivity and reinvestment program and $57 million related to the impairment of a
trademark in Asia Pacific. In addition, other operating charges included $38 million related to the restructuring of our North
America operating unit and $38 million related to the BodyArmor acquisition, which included various transition and transaction
costs, employee retention costs and the amortization of noncompete agreements, net of the reimbursement of distributor
termination fees recorded in 2021. These charges were partially offset by a net gain of $6 million due to revisions of
management’s estimates related to the Company’s strategic realignment initiatives.
Refer to Note 2 of Notes to Consolidated Financial Statements for additional information on the BodyArmor acquisition. Refer
to Note 12 of Notes to Consolidated Financial Statements for additional information related to the tax litigation. Refer to
Note 17 of Notes to Consolidated Financial Statements for additional information on the fairlife contingent consideration and
the impairment charge. Refer to Note 19 of Notes to Consolidated Financial Statements for additional information on the
47
Company’s restructuring initiatives. Refer to Note 20 of Notes to Consolidated Financial Statements for the impact these
charges had on our operating segments and Corporate.
Operating Income and Operating Margin
Information about our operating income contribution by operating segment and Corporate on a percentage basis is as follows:
Year Ended December 31,
Europe, Middle East & Africa
Latin America
North America
Asia Pacific
Global Ventures
Bottling Investments
Corporate
Total
2023
37.2%
30.3
39.2
18.0
2.9
5.1
(32.7)
100.0%
2022
36.3%
26.3
34.3
21.1
1.7
4.5
(24.2)
100.0%
Operating margin is a ratio calculated by dividing operating income by net operating revenues. Management believes operating
margin provides investors with useful information related to the profitability of our business after considering selling, general
and administrative expenses and other operating charges. Management uses this measure in making financial, operating and
planning decisions and in evaluating the Company’s performance.
Information about our operating margin on a consolidated basis and by operating segment and Corporate is as follows:
Year Ended December 31,
Consolidated
Europe, Middle East & Africa
Latin America
North America
Asia Pacific
Global Ventures
Bottling Investments
Corporate
* Calculation is not meaningful.
2023
24.7%
56.8
58.9
26.4
43.2
10.7
7.4
*
2022
25.4%
57.4
58.5
23.9
48.9
6.5
6.2
*
Operating income was $11,311 million in 2023, compared to $10,909 million in 2022, an increase of $402 million, or 4%. The
increase in operating income was primarily driven by concentrate sales volume growth of 2% and favorable pricing initiatives.
These items were partially offset by higher commodity costs; higher selling, general and administrative expenses; higher other
operating charges; and an unfavorable foreign currency exchange rate impact.
The decrease in our operating margin on a consolidated basis was primarily due to higher commodity costs, increased
marketing spending, higher other operating charges and the unfavorable impact of foreign currency exchange rate fluctuations.
The impact of these items was partially offset by favorable pricing initiatives.
In 2023, fluctuations in foreign currency exchange rates unfavorably impacted consolidated operating income by 8% due to a
stronger U.S. dollar compared to certain foreign currencies, including the Argentine peso, Zimbabwean dollar, Turkish lira,
euro, South African rand, and Japanese yen, which had an unfavorable impact on our Latin America; Europe, Middle East and
Africa; Bottling Investments; and Asia Pacific operating segments. The unfavorable impact of a stronger U.S. dollar compared
to the currencies listed above was partially offset by the impact of a weaker U.S. dollar compared to certain other foreign
currencies, including the Mexican peso, which had a favorable impact on our Latin America operating segment. Refer to the
heading “Liquidity, Capital Resources and Financial Position — Foreign Exchange” below.
The Company’s Europe, Middle East and Africa operating segment reported operating income of $4,202 million and
$3,958 million for the years ended December 31, 2023 and 2022, respectively. The increase in operating income was primarily
driven by favorable pricing initiatives, partially offset by higher commodity costs, increased marketing spending, higher
operating expenses and an unfavorable foreign currency exchange rate impact of 14%.
48
Latin America reported operating income of $3,432 million and $2,870 million for the years ended December 31, 2023 and
2022, respectively. The increase in operating income was primarily driven by concentrate sales volume growth of 6% and
favorable pricing initiatives, partially offset by higher commodity costs, increased marketing spending, higher operating
expenses and an unfavorable foreign currency exchange rate impact of 5%.
Operating income for North America for the years ended December 31, 2023 and 2022 was $4,435 million and $3,742 million,
respectively. The increase in operating income was primarily driven by favorable pricing initiatives, partially offset by a decline
in concentrate sales volume of 1%, higher commodity costs, increased marketing spending, higher operating expenses and
higher other operating charges.
Asia Pacific’s operating income for the years ended December 31, 2023 and 2022 was $2,040 million and $2,303 million,
respectively. The decrease in operating income was primarily driven by higher commodity costs, increased marketing spending
and an unfavorable foreign currency exchange rate impact of 7%, partially offset by favorable pricing initiatives, lower other
operating charges and the impact of acquired brands.
Global Ventures’ operating income for the years ended December 31, 2023 and 2022 was $329 million and $185 million,
respectively. The increase in operating income was primarily driven by concentrate sales volume growth of 5%, favorable
pricing initiatives, decreased marketing spending and a favorable foreign currency exchange rate impact of 3%, partially offset
by higher operating expenses and the impact of no longer receiving COVID-related incentives in the current year.
Bottling Investments’ operating income for the years ended December 31, 2023 and 2022 was $578 million and $487 million,
respectively. The increase in operating income was primarily driven by unit case volume growth of 6% and favorable pricing
initiatives, partially offset by higher commodity costs, higher operating expenses, an unfavorable foreign currency exchange
rate impact of 7% and the refranchising of our bottling operations in Vietnam and Cambodia.
Corporate’s operating loss for the years ended December 31, 2023 and 2022 was $3,705 million and $2,636 million,
respectively. Operating loss in 2023 increased primarily as a result of higher other operating charges due to the remeasurement
of our contingent consideration liability to fair value in conjunction with the fairlife acquisition, higher operating expenses and
increased marketing spending. Refer to Note 17 of Notes to Consolidated Financial Statements for additional information on the
fairlife contingent consideration.
Interest Income
Interest income was $907 million in 2023, compared to $449 million in 2022, an increase of $458 million, or 102%. This
increase was primarily driven by higher returns on our Corporate and certain international investments and higher average
investment balances.
Interest Expense
Interest expense was $1,527 million in 2023, compared to $882 million in 2022, an increase of $645 million, or 73%. This
increase was primarily due to the impact of higher interest rates on short-term borrowings and derivative instruments compared
to the prior year. Refer to Note 11 of Notes to Consolidated Financial Statements.
Equity Income (Loss) — Net
Equity income (loss) — net represents our Company’s proportionate share of net income or loss from each of our equity
method investees. In 2023, equity income was $1,691 million, compared to equity income of $1,472 million in 2022, an
increase of $219 million, or 15%. The increase reflects, among other items, the impact of more favorable operating results
reported by some of our equity method investees in the current year and a favorable foreign currency exchange rate impact.
These favorable impacts were partially offset by a $125 million increase in net charges resulting from the Company’s
proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
Other Income (Loss) — Net
In 2023, other income (loss) — net was income of $570 million. The Company recorded a net gain of $439 million related to
the refranchising of our bottling operations in Vietnam, a net gain of $289 million related to realized and unrealized gains and
losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities,
and dividend income of $208 million. Other income (loss) — net also included a net gain of $94 million related to the sale of
our ownership interests in our equity method investees in Pakistan and Indonesia and net income of $51 million related to the
non-service cost components of net periodic benefit cost. The Company also recorded net foreign currency exchange losses of
$312 million, $83 million of costs related to our trade accounts receivable factoring program and $67 million due to pension
and other postretirement benefit plan settlement charges. Additionally, the Company recorded an other-than-temporary
49
impairment charge of $39 million related to an equity method investee in Latin America and charges of $32 million related to
the restructuring of our manufacturing operations in the United States.
In 2022, other income (loss) — net was a loss of $262 million. The Company recorded a net loss of $371 million related to
realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on
available-for-sale debt securities, net foreign currency exchange losses of $236 million, an other-than-temporary impairment
charge of $96 million related to an equity method investee in Russia, and a net loss of $24 million as a result of one of our
equity method investees issuing additional shares of its stock. Additionally, other income (loss) — net included net income of
$219 million related to the non-service cost components of net periodic benefit income, a net gain of $153 million related to the
refranchising of our bottling operations in Cambodia and dividend income of $111 million.
Refer to Note 2 of Notes to Consolidated Financial Statements for additional information on the sale of our ownership interests
in Pakistan and Indonesia and the refranchising of our bottling operations in Vietnam and Cambodia. Refer to Note 4 of Notes
to Consolidated Financial Statements for additional information on equity and debt securities. Refer to Note 14 of Notes to
Consolidated Financial Statements for additional information on pension and other postretirement benefit plan activity. Refer to
Note 17 of Notes to Consolidated Financial Statements for additional information on the restructuring of our manufacturing
operations in the United States and the impairment charges. Refer to Note 20 of Notes to Consolidated Financial Statements for
the impact these items had on our operating segments and Corporate.
Income Taxes
Our effective tax rate reflects the tax benefits of having significant operations outside the United States, which are generally
taxed at rates lower than the statutory U.S. federal tax rate. As a result of employment actions and capital investments made by
the Company, certain tax jurisdictions provide income tax incentive grants, including Brazil, Costa Rica, Singapore and
Eswatini. The terms of these grants expire from 2025 to 2036. We anticipate that we will be able to extend or renew the grants
in these locations. Tax incentive grants favorably impacted our income tax expense by $332 million and $406 million for the
years ended December 31, 2023 and 2022, respectively. In addition, our effective tax rate reflects the benefits of having
significant earnings generated in investments accounted for under the equity method.
A reconciliation of the statutory U.S. federal tax rate and our effective tax rate is as follows:
Year Ended December 31,
Statutory U.S. federal tax rate
State and local income taxes — net of federal benefit
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal tax rate
Equity income or loss
Excess tax benefits on stock-based compensation
Other — net
Effective tax rate
2023
21.0%
1.1
(0.3)
(2.1)
(0.3)
(2.0)
17.4%
2022
21.0%
1.4
(0.6)
(2.7)
(0.7)
(0.3)
18.1%
On November 18, 2020, the Tax Court issued the Opinion regarding the Company’s 2015 litigation with the IRS involving
transfer pricing tax adjustments in which the court predominantly sided with the IRS. On November 8, 2023, the Tax Court
issued a supplemental opinion, siding with the IRS in concluding both that the blocked-income regulations apply to the
Company’s operations and that the Tax Court opinion in 3M Co. & Subs. v. Commissioner (February 9, 2023) controlled as to
the validity of those regulations. The Company strongly disagrees with the Opinions and intends to vigorously defend its
position. Refer to Note 12 of Notes to Consolidated Financial Statements.
As of December 31, 2023, the gross amount of unrecognized tax benefits was $929 million. If the Company were to prevail on
all uncertain tax positions, the net effect would be a benefit of $632 million, exclusive of any benefits related to interest and
penalties. The remaining $297 million primarily represents tax benefits that would be received in different tax jurisdictions in
the event the Company did not prevail on all uncertain tax positions.
50
A reconciliation of the changes in the gross amount of unrecognized tax benefits is as follows (in millions):
Year Ended December 31,
Balance of unrecognized tax benefits at beginning of year
Increase related to prior period tax positions
Decrease related to prior period tax positions
Increase related to current period tax positions
Decrease related to settlements with taxing authorities
Decrease due to lapse of the applicable statute of limitations
Effect of foreign currency translation
Balance of unrecognized tax benefits at end of year
$
$
2023
926 $
2
(25)
32
—
(2)
(4)
929 $
2022
906
6
—
38
(2)
—
(22)
926
The Company recognizes interest and penalties related to unrecognized tax benefits in the line item income taxes in our
consolidated statement of income. The Company had $544 million and $496 million in interest and penalties related to
unrecognized tax benefits accrued as of December 31, 2023 and 2022, respectively. Of these amounts, expense of $48 million
and $43 million was recognized in 2023 and 2022, respectively. If the Company were to prevail on all uncertain tax positions,
the reversal of this accrual would be a benefit to the Company’s effective tax rate.
Based on current tax laws, the Company’s effective tax rate in 2024 is expected to be approximately 19.2% before considering
the potential impact of any significant operating and nonoperating items that may affect our effective tax rate. This rate does not
include the impact of the ongoing tax litigation with the IRS, if the Company were not to prevail.
Many jurisdictions have enacted legislation and adopted policies resulting from the OECD’s Anti-Base Erosion and Profit
Shifting project. The OECD is currently coordinating a two pillared project on behalf of the G20 and other participating
countries which would grant additional taxing rights over profits earned by multinational enterprises to the countries in which
their products are sold and services rendered. Pillar One would allow countries to reallocate a portion of profits earned by
multinational businesses with an annual global revenue exceeding €20 billion and a profit margin of over 10% to applicable
market jurisdictions. While the OECD issued draft language for the international implementation of Pillar One in October 2023,
both the substantive rules and implementation process remain under discussion at the OECD so the timetable for any
implementation remains uncertain.
In December 2021, the OECD issued Pillar Two model rules which would establish a global per-country minimum tax of 15%,
and the European Union has approved a directive requiring member states to incorporate similar provisions into their respective
domestic laws. The directive requires the rules to initially become effective for fiscal years starting on or after December 31,
2023. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, numerous countries have
enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of Pillar Two effective
January 1, 2024, with general implementation of the remaining global minimum tax rules by January 1, 2025. The OECD and
implementing countries are expected to continue to make further revisions to their legislation and release additional guidance.
The Company will continue to monitor developments to determine any potential impact in the countries in which we operate.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
We believe our ability to generate cash flows from operating activities is one of the fundamental strengths of our business.
Refer to the heading “Cash Flows from Operating Activities” below. The Company does not typically raise capital through the
issuance of stock. Instead, we use debt financing to lower our overall cost of capital and increase our return on shareowners’
equity. Refer to the heading “Cash Flows from Financing Activities” below. We have a history of borrowing funds both
domestically and internationally at reasonable interest rates, and we expect to be able to continue to borrow funds at reasonable
rates over the long term. Our debt financing also includes the use of a commercial paper program. We currently have the ability
to borrow funds in this market at levels that are consistent with our debt financing strategy, and we expect to continue to be able
to do so in the future. The Company regularly reviews its optimal mix of short-term and long-term debt.
The Company’s cash, cash equivalents, short-term investments and marketable securities totaled $13.7 billion as of
December 31, 2023. In addition to these funds, our commercial paper program and our ability to issue long-term debt, we had
$4.6 billion in unused backup lines of credit for general corporate purposes as of December 31, 2023. These backup lines of
credit expire at various times through 2028.
51
Our current payment terms with the majority of our suppliers are 120 days. Two global financial institutions offer a voluntary
supply chain finance program which enables our suppliers, at their sole discretion, to sell their receivables from the Company to
these financial institutions on a non-recourse basis at a rate that leverages our credit rating and thus may be more beneficial to
them. We do not believe there is a risk that our payment terms will be shortened in the near future. Refer to Note 9 of Notes to
Consolidated Financial Statements for additional information.
The Company has a trade accounts receivable factoring program in certain countries. Under this program, we can elect to sell
trade accounts receivables to unaffiliated financial institutions at a discount. In these factoring arrangements, for ease of
administration, the Company collects customer payments related to the factored receivables and remits those payments to the
financial institutions. The Company sold $17,704 million and $10,709 million of trade accounts receivables under this program
during the years ended December 31, 2023 and 2022, respectively. The costs of factoring such receivables were $83 million and
$27 million for the years ended December 31, 2023 and 2022, respectively. The cash received from the financial institutions is
classified within the operating activities section in our consolidated statement of cash flows.
Our current capital allocation priorities are as follows: investing wisely to support our business operations, continuing to grow
our dividend payment, enhancing our beverage portfolio and capabilities through consumer-centric acquisitions, and using
excess cash to repurchase shares over time. We currently expect 2024 capital expenditures to be approximately $2.2 billion.
During 2024, we also expect to repurchase shares to offset dilution resulting from employee stock-based compensation plans.
We are currently in litigation with the IRS for tax years 2007 through 2009. On November 18, 2020, the Tax Court issued the
Opinion in which it predominantly sided with the IRS. On November 8, 2023, the Tax Court issued a supplemental opinion,
siding with the IRS in concluding both that the blocked-income regulations apply to the Company’s operations and that the Tax
Court opinion in 3M Co. & Subs. v. Commissioner (February 9, 2023) controlled as to the validity of those regulations. The
Company strongly disagrees with the IRS’ positions and the portions of the Opinions affirming such positions and intends to
vigorously defend our positions utilizing every available avenue of appeal. While the Company believes that it is more likely
than not that we will ultimately prevail in this litigation upon appeal, it is possible that all, or some portion of, the adjustments
proposed by the IRS and sustained by the Tax Court could ultimately be upheld. In the event that all of the adjustments
proposed by the IRS were to be ultimately upheld for tax years 2007 through 2009 and the IRS, with the consent of the federal
courts, were to decide to apply the Tax Court Methodology to the subsequent years up to and including 2023, the Company
currently estimates that the potential aggregate incremental tax and interest liability could be approximately $16 billion as of
December 31, 2023. Additional income tax and interest would continue to accrue until the time any such potential liability, or
portion thereof, were to be paid. The Company and the IRS are now in the process of agreeing on the tax impacts of the
Opinions. Subsequent to the completion of this process, the Tax Court will render a decision in the case. The Company will
have 90 days thereafter to file a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. The IRS can then seek to
collect, and the Company expects to pay, any additional tax related to the 2007 through 2009 tax years reflected in the Tax
Court decision (and interest thereon). The Company currently estimates that the payment to be made at that time related to the
2007 through 2009 tax years, which is included in the above estimate of the potential aggregate incremental tax and interest
liability, would be approximately $5.8 billion (including interest accrued through December 31, 2023), plus any additional
interest accrued through the time of payment. Some or all of this amount, plus accrued interest, would be refunded if the
Company were to prevail on appeal. Refer to Note 12 of Notes to Consolidated Financial Statements for additional information
on the tax litigation.
While we believe it is more likely than not that we will prevail in the tax litigation discussed above, we are confident that,
between our ability to generate cash flows from operating activities and our ability to borrow funds at reasonable interest rates,
we can manage the range of possible outcomes in the final resolution of the matter.
Based on all of the aforementioned factors, the Company believes its current liquidity position is strong and will continue to be
sufficient to fund our operating activities and cash commitments for investing and financing activities for the foreseeable future.
Cash Flows from Operating Activities
Net cash provided by operating activities for the years ended December 31, 2023 and 2022 was $11,599 million and
$11,018 million, respectively, an increase of $581 million, or 5%. This increase was primarily driven by strong operating
results and lower marketing payments resulting from year-end accruals. These items were partially offset by an unfavorable
impact due to foreign currency exchange rate fluctuations, higher interest and tax payments in the current year, the unfavorable
impact from the extension of certain vendor payment terms in the prior year, payments resulting from the buildup of inventory
in the prior year to manage potential supply chain disruptions, payments related to our restructuring initiatives and $167 million
of the $275 million milestone payment for fairlife. Refer to Note 17 of Notes to Consolidated Financial Statements for
additional information on the milestone payment for fairlife.
52
Cash Flows from Investing Activities
Net cash used in investing activities was $3,349 million and $763 million in 2023 and 2022, respectively.
Purchases of Investments and Proceeds from Disposals of Investments
In 2023, purchases of investments were $6,698 million and proceeds from disposals of investments were $4,354 million,
resulting in a net cash outflow of $2,344 million. In 2022, purchases of investments were $3,751 million and proceeds from
disposals of investments were $4,771 million, resulting in a net cash inflow of $1,020 million. This activity primarily represents
the purchases of, and proceeds from the disposals of, investments in marketable securities and short-term investments that were
made as part of the Company’s overall cash management strategy. Also included in this activity are purchases of, and proceeds
from the disposals of, investments held by our captive insurance companies.
Acquisitions of Businesses, Equity Method Investments and Nonmarketable Securities
In 2023 and 2022, the Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled
$62 million and $73 million, respectively.
Proceeds from Disposals of Businesses, Equity Method Investments and Nonmarketable Securities
In 2023 and 2022, proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled
$430 million and $458 million, respectively. Refer to Note 2 of Notes to Consolidated Financial Statements for additional
information.
Purchases of Property, Plant and Equipment
Purchases of property, plant and equipment during the years ended December 31, 2023 and 2022 were $1,852 million and
$1,484 million, respectively.
Total capital expenditures for property, plant and equipment and the percentage of such totals by operating segment and
Corporate were as follows (in millions):
Year Ended December 31,
Capital expenditures
Europe, Middle East & Africa
Latin America
North America
Asia Pacific
Global Ventures
Bottling Investments
Corporate
2023
2022
$
1,852
$
1,484
2.3%
—
22.3
1.2
10.4
45.5
18.3
3.3%
0.3
18.9
1.5
12.0
47.0
17.0
Collateral (Paid) Received Associated with Hedging Activities — Net
Collateral received associated with our hedging activities during the year ended December 31, 2023 was $366 million and
collateral paid associated with our hedging activities during the year ended December 31, 2022 was $1,465 million. Refer to
Note 5 of Notes to Consolidated Financial Statements for additional information on our hedging activities.
Other Investing Activities
During the years ended December 31, 2023 and 2022, the total cash inflow for other investing activities was $39 million and
$706 million, respectively. The activities during 2022 included cash proceeds of $823 million received in advance of the
refranchising of our bottling operations in Vietnam. Refer to Note 2 of Notes to Consolidated Financial Statements for
additional information on this transaction.
53
Cash Flows from Financing Activities
Net cash used in financing activities was $8,310 million and $10,250 million in 2023 and 2022, respectively.
Loans, Notes Payable and Long-Term Debt
Our Company maintains debt levels we consider prudent based on our cash flows, interest coverage ratio and percentage of debt
to capital. We use debt financing to lower our overall cost of capital, which increases our return on shareowners’ equity. This
exposes us to adverse changes in interest rates. Our interest expense may also be affected by our credit ratings.
As of December 31, 2023, our long-term debt was rated “A+” by Standard & Poor’s and “A1” by Moody’s. Our commercial
paper program was rated “A-1” by Standard & Poor’s and “P-1” by Moody’s. In assessing our credit strength, both rating
agencies consider our capital structure (including the amount and maturity dates of our debt) and financial policies as well as
the consolidated balance sheet and other financial information of the Company. In addition, certain rating agencies also
consider the financial information of certain bottlers, including CCEP, Coca-Cola Consolidated, Inc., Coca-Cola FEMSA and
Coca-Cola Hellenic. While the Company has no legal obligation for the debt of these bottlers, the rating agencies believe the
strategic importance of the bottlers to the Company’s business model provides the Company with an incentive to keep these
bottlers viable. It is our expectation that these rating agencies will continue using this methodology. If our credit ratings were to
be downgraded as a result of changes in our capital structure, our major bottlers’ financial performance, changes in the credit
rating agencies’ methodology in assessing our credit strength, or for any other reason, our cost of borrowing could increase.
Additionally, if certain bottlers’ credit ratings were to decline, the Company’s equity income could be reduced as a result of the
potential increase in interest expense for those bottlers.
We monitor our financial ratios and, as indicated above, the rating agencies consider these ratios in assessing our credit ratings.
Each rating agency employs a different aggregation methodology and has different thresholds for the various financial ratios.
These thresholds are not necessarily permanent, nor are they always fully disclosed to our Company.
Our global presence and strong capital position give us access to key financial markets around the world, enabling us to borrow
funds at a low effective cost. This posture, coupled with active management of our mix of short-term and long-term debt as well
as our mix of fixed-rate and variable-rate debt, results in a lower overall cost of borrowing. Our debt management policies, in
conjunction with our share repurchase program and investment activity, can result in current liabilities exceeding current assets.
During 2023, the Company had issuances of debt of $6,891 million, which included $6,436 million of issuances of commercial
paper and short-term debt with maturities greater than 90 days, $222 million of net issuances of commercial paper and short-
term debt with maturities of 90 days or less, and long-term debt issuances of $233 million, net of related discounts and issuance
costs.
During 2023, the Company made payments of debt of $5,034 million, which consisted of $4,591 million of payments related to
commercial paper and short-term debt with maturities greater than 90 days and payments of long-term debt of $443 million.
During 2022, the Company had issuances of debt of $3,972 million, which included $2,321 million of issuances of commercial
paper and short-term debt with maturities greater than 90 days, $798 million of net issuances of commercial paper and short-
term debt with maturities of 90 days or less, and long-term debt issuances of $853 million, net of related discounts and issuance
costs.
During 2022, the Company made payments of debt of $4,930 million, which consisted of $3,623 million of payments related to
commercial paper and short-term debt with maturities greater than 90 days and payments of long-term debt of $1,307 million.
On December 31, 2021, the United Kingdom’s Financial Conduct Authority, the governing body responsible for regulating
LIBOR, ceased to publish certain LIBOR reference rates. However, other LIBOR reference rates, including U.S. dollar
overnight, 1-month, 3-month, 6-month and 12-month maturities, continued to be published through June 2023. As a result of
the discontinuation of LIBOR, we have amended our LIBOR-referencing agreements to either reference the Secured Overnight
Financing Rate or include mechanics for selecting an alternative rate. Refer to Note 5 of Notes to Consolidated Financial
Statements for additional information on our hedging activities.
Issuances of Stock
The issuances of stock in 2023 and 2022 were related to the exercise of stock options by employees.
Purchases of Stock for Treasury
In 2012, our Board of Directors authorized a share repurchase plan of up to 500 million shares (“2012 Plan”) of the Company’s
common stock. In May 2022, the Company reached the maximum number of shares that could be repurchased under the 2012
Plan and thereby completed the plan. In 2019, our Board of Directors authorized a new share repurchase plan of up to
150 million shares (“2019 Plan”) of the Company’s common stock.
54
During 2023, the total cash outflow for treasury stock purchases was $2,289 million. The Company repurchased 36.9 million
shares of common stock under the 2019 Plan authorized by our Board of Directors. These shares were repurchased at an
average price per share of $59.08, for a total cost of $2,177 million. The net impact of the Company’s issuances of stock and
treasury stock purchases during 2023 resulted in a net cash outflow of $1,750 million.
During 2022, the total cash outflow for treasury stock purchases was $1,418 million. The Company repurchased 21.3 million
shares of common stock under the share repurchase plans authorized by our Board of Directors. These shares were repurchased
at an average price per share of $62.67, for a total cost of $1,336 million. The net impact of the Company’s issuances of stock
and treasury stock purchases during 2022 resulted in a net cash outflow of $581 million.
Since the inception of our share repurchase program in 1984, we have repurchased 3.6 billion shares of our common stock at an
average price per share of $17.96. In addition to shares repurchased under the share repurchase plans authorized by our Board
of Directors, the Company’s treasury stock activity also includes shares surrendered to the Company to pay the exercise price
and/or to satisfy tax withholding obligations in connection with so-called stock swap exercises of employee stock options and/
or the vesting of restricted stock issued to employees.
Dividends
The Company paid dividends of $7,952 million and $7,616 million during the years ended December 31, 2023 and 2022,
respectively.
At its February 2024 meeting, our Board of Directors increased our regular quarterly dividend to $0.485 per share, equivalent to
a full year dividend of $1.94 per share in 2024. This is our 62nd consecutive annual increase. Our annualized common stock
dividend was $1.84 per share and $1.76 per share in 2023 and 2022, respectively.
Other Financing Activities
During the years ended December 31, 2023 and 2022, the total cash outflow for other financing activities was $465 million and
$1,095 million, respectively. The activities during 2023 included $108 million of the $275 million milestone payment for
fairlife. The activities during 2023 and 2022 also included payments totaling $311 million and $637 million, respectively,
related to the BodyArmor acquisition, which included amounts originally held back for indemnification obligations.
Additionally, other financing activities during 2022 included repayments of collateral related to our hedging programs of
$403 million. Refer to Note 17 of Notes to Consolidated Financial Statements for additional information on the milestone
payment for fairlife.
55
Contractual Obligations
As of December 31, 2023, the Company’s contractual obligations, including payments due by period, were as follows (in
millions):
Loans and notes payable:1
Commercial paper borrowings
Lines of credit and other short-term borrowings
$
Current maturities of long-term debt2
Long-term debt, net of current maturities2
Estimated interest payments3
Accrued income taxes4
Purchase obligations5
Marketing obligations6
Lease obligations
Acquisition obligations7
Held-for-sale and related obligations8
Total contractual obligations
$
Payments Due by Period
Total
2024
2025-2026
2027-2028
4,209 $
348
1,960
36,694
9,855
2,649
23,392
4,076
2,007
3,030
903
89,123 $
4,209 $
348
1,960
—
878
1,569
13,701
2,563
444
13
809
26,494 $
— $
—
—
2,936
1,120
1,080
3,330
756
562
3,017
64
12,865 $
— $
—
—
7,579
909
—
2,057
403
363
—
21
11,332 $
2029 and
Thereafter
—
—
—
26,179
6,948
—
4,304
354
638
—
9
38,432
1 Refer to Note 11 of Notes to Consolidated Financial Statements for additional information regarding loans and notes payable. Upon payment
of outstanding commercial paper, we typically issue new commercial paper. Lines of credit and other short-term borrowings are expected to
fluctuate depending upon current liquidity needs, especially at international subsidiaries.
2 Refer to Note 11 of Notes to Consolidated Financial Statements for additional information regarding long-term debt. We will consider
several alternatives for settling this long-term debt, including the use of cash flows from operating activities, issuance of commercial paper
or issuance of other long-term debt. The table above shows expected cash payments to be made by the Company and excludes the noncash
portion of debt, including any fair value adjustments, unamortized discounts and premiums.
3 We calculated estimated interest payments for our long-term debt based on the applicable rates and payment dates. For our variable-rate
debt, we have assumed the December 31, 2023 rate for all periods presented. We expect to fund such interest payments with cash flows from
operating activities and/or short-term borrowings.
4 Refer to Note 15 of Notes to Consolidated Financial Statements for additional information regarding income taxes. Accrued income taxes
include $2,029 million related to the one-time transition tax required by the Tax Reform Act. Liabilities of $1,476 million for unrecognized
tax benefits plus accrued interest and penalties are not included in the total above. Currently, the settlement period for the unrecognized tax
benefits cannot be determined. In addition, any payments related to unrecognized tax benefits may be partially or fully offset by reductions
in payments in other jurisdictions.
5 Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all
significant terms. These agreements include long-term contractual obligations, open purchase orders, accounts payable and certain accrued
liabilities. We expect to fund these purchase obligations with cash flows from operating activities.
6 We expect to fund these marketing obligations with cash flows from operating activities.
7 Primarily represents our contingent consideration liability related to our acquisition of fairlife. Refer to Note 17 of Notes to Consolidated
Financial Statements.
8 Represents liabilities and contractual obligations that were classified as held for sale related to the Company’s bottling operations in the
Philippines and Bangladesh and certain bottling operations in India. Refer to Note 2 of Notes to Consolidated Financial Statements for
additional information.
The total accrued liability for pension and other postretirement benefit plans recognized as of December 31, 2023 was
$948 million. Refer to Note 14 of Notes to Consolidated Financial Statements. This amount is impacted by, among other items,
net periodic benefit cost or income, plan funding levels, plan amendments, changes in plan demographics and assumptions, and
the investment return on plan assets. Because the accrued liability does not represent expected liquidity needs, we did not
include this amount in the table above.
We expect to make all contributions to our pension trusts with cash flows from operating activities. Our pension plans are
generally funded in accordance with local laws and tax regulations. The Company expects to contribute approximately
$47 million in 2024 to our pension trusts, all of which will be allocated to our international plans. Refer to Note 14 of Notes to
Consolidated Financial Statements. We did not include our estimated contributions to our pension trusts in the table above.
56
As of December 31, 2023, the projected benefit obligation of the U.S. qualified pension plan was $4,094 million, and the fair
value of the plan assets was $4,056 million. The projected benefit obligation of all pension plans other than the U.S. qualified
pension plan was $2,450 million, and the fair value of the plans’ assets was $3,204 million. The Company sponsors various
unfunded pension plans outside the United States as well as unfunded nonqualified pension plans covering certain U.S.
employees. These U.S. nonqualified pension plans provide benefits that are not permitted to be funded through a qualified plan
because of limits imposed by the Internal Revenue Code of 1986. The expected benefit payments for these unfunded pension
plans are not included in the table above. However, we anticipate benefit payments for these unfunded pension plans will be
approximately $64 million annually for 2024 and 2025. Thereafter, the expected annual benefit payments will gradually
decline. Refer to Note 14 of Notes to Consolidated Financial Statements.
In general, we are self-insured for large portions of many different types of claims; however, we do use commercial insurance
above our self-insured retentions to reduce the Company’s risk of catastrophic loss. Our reserves for the Company’s self-
insured losses are estimated using actuarial methods and assumptions of the insurance industry, adjusted for our specific
expectations based on our claims history. As of December 31, 2023, our self-insurance reserves totaled $197 million. Refer to
Note 12 of Notes to Consolidated Financial Statements. We did not include estimated payments related to our self-insurance
reserves in the table above.
Deferred income tax liabilities as of December 31, 2023 were $2,639 million. Refer to Note 15 of Notes to Consolidated
Financial Statements. This amount is not included in the table above because we believe that presentation would not be
meaningful. Deferred income tax liabilities are calculated based on temporary differences between the tax bases of assets and
liabilities and their respective book bases, which will result in taxable amounts in future years when the underlying assets or
liabilities are settled at their reported financial statement amounts. The results of these calculations do not have a direct
connection with the amount of cash taxes to be paid in any future years. As a result, scheduling deferred income tax liabilities
as payments due by period could be misleading, because this scheduling would not relate to liquidity needs.
As of December 31, 2023, we were contingently liable for guarantees of indebtedness owed by third parties of $633 million, of
which $87 million was related to VIEs. Our guarantees are primarily related to third-party customers, bottlers and vendors and
arose through the normal course of business. These guarantees have various terms, and none of these guarantees is individually
significant. These amounts represent the maximum potential future payments that we could be required to make under the
guarantees. However, management has concluded that the likelihood of any significant amounts being paid by our Company
under these guarantees is remote. As of December 31, 2023, we were not directly liable for the debt of any unconsolidated
entity.
Foreign Exchange
Our international operations are subject to certain opportunities and risks, including currency fluctuations and governmental
actions. We closely monitor our operations in each country and seek to adopt appropriate strategies that are responsive to
changing economic and political environments as well as to fluctuations in currencies. Due to the geographic diversity of our
operations, weakness in some currencies may be offset by strength in other currencies over time.
In 2023 and 2022, the weighted-average exchange rates for foreign currencies in which the Company conducted operations (all
operating currencies), and for certain individual currencies, strengthened (weakened) against the U.S. dollar as follows:
Year Ended December 31,
All operating currencies
Australian dollar
Brazilian real
British pound
Chinese yuan
Euro
Indian rupee
Japanese yen
Mexican peso
Philippine peso
South African rand
57
2023
(2) %
(5)
3
2
(7)
3
(6)
(7)
14
(3)
(11)
2022
(8) %
(7)
4
(11)
(3)
(11)
(5)
(17)
1
(9)
(9)
The percentages in the table above do not include the effects of our hedging activities and, therefore, do not reflect the actual
impact of fluctuations in foreign currency exchange rates on our operating results. Our hedging activities are designed to
mitigate, over time, a portion of the potentially unfavorable impact of exchange rate fluctuations on our net income.
The total impact of foreign currency exchange rate fluctuations on net operating revenues, including the effect of our hedging
activities, was a decrease of 4% and 7% in 2023 and 2022, respectively. The total impact of foreign currency exchange rate
fluctuations on income before income taxes, including the effect of our hedging activities, was a decrease of 8% and 6% in
2023 and 2022, respectively.
Foreign currency exchange gains and losses are primarily the result of the remeasurement of monetary assets and liabilities
from certain currencies into functional currencies. The effects of the remeasurement of these assets and liabilities are partially
offset by the impact of our economic hedging program for certain exposures on our consolidated balance sheet. Refer to Note 5
of Notes to Consolidated Financial Statements. Foreign currency exchange gains and losses are recorded in the line item other
income (loss) — net in our consolidated statement of income. Refer to the heading “Operations Review — Other Income
(Loss) — Net” above. The Company recorded net foreign currency exchange losses of $312 million and $236 million during
the years ended December 31, 2023 and 2022, respectively.
Impact of Inflation and Changing Prices
Inflation affects the way we operate in many markets around the world. In general, we believe that, over time, we will be able to
increase prices to counteract the majority of the inflationary effects of increasing costs and to generate sufficient cash flows to
maintain our productive capability.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Company uses derivative financial instruments primarily to reduce our exposure to adverse fluctuations in foreign currency
exchange rates, interest rates, commodity prices and other market risks. We do not enter into derivative financial instruments
for trading purposes. As a matter of policy, all of our derivative positions are used to reduce risk by hedging an underlying
economic exposure. Because of the high correlation between the hedging instruments and the underlying exposures,
fluctuations in the values of the instruments are generally offset by reciprocal changes in the values of the underlying
exposures.
We monitor our exposure to market risks using several objective measurement systems, including a sensitivity analysis to
measure our exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. Refer to Note 5
of Notes to Consolidated Financial Statements for additional information about our hedging transactions and derivative
financial instruments.
Foreign Currency Exchange Rates
We manage most of our foreign currency exposures on a consolidated basis, which allows us to net certain exposures and take
advantage of any natural offsets. In 2023, we generated $29.2 billion of our net operating revenues from operations outside the
United States. Due to the geographic diversity of our operations, weakness in some currencies may be offset by strength in
other currencies over time. We use derivative financial instruments to further reduce our net exposure to foreign currency
exchange rate fluctuations.
Our Company enters into forward exchange contracts and purchases foreign currency options and collars (principally euro,
British pound and Japanese yen) to hedge certain portions of forecasted cash flows denominated in foreign currencies.
Additionally, we enter into forward exchange contracts to offset the earnings impact related to foreign currency exchange rate
fluctuations on certain monetary assets and liabilities. We also enter into forward exchange contracts as hedges of net
investments in foreign operations.
The total notional values of our foreign currency derivatives were $17,505 million and $11,370 million as of December 31,
2023 and 2022, respectively. These values included derivative instruments that were designated and qualified for hedge
accounting along with derivative instruments that are economic hedges. The fair value of foreign currency derivatives that
qualified for hedge accounting resulted in a net unrealized gain of $22 million as of December 31, 2023, and we estimate that a
10% weakening of the U.S. dollar would have resulted in a $278 million decrease in fair value. The fair value of the foreign
currency derivatives that did not qualify for hedge accounting resulted in a net unrealized loss of $15 million as of
December 31, 2023, and we estimate that a 10% weakening of the U.S. dollar would have resulted in a $161 million decrease in
fair value.
58
Interest Rates
The Company is subject to interest rate volatility with regard to existing and future issuances of debt. We monitor our mix of
fixed-rate and variable-rate debt as well as our mix of short-term debt and long-term debt. From time to time, we enter into
interest rate swap agreements to manage our exposure to interest rate fluctuations.
Based on the Company’s variable-rate debt and derivative instruments outstanding as of December 31, 2023, we estimate that a
1 percentage point increase in interest rates would have increased interest expense by $134 million in 2023. However, this
increase in interest expense would have been partially offset by the increase in interest income due to higher interest rates.
The Company is subject to interest rate risk related to its investments in highly liquid debt securities. These investments are
primarily managed by external managers within the guidelines of the Company’s investment policy. Our policy requires these
investments to be investment grade, with the primary objective of minimizing the risk of principal loss. In addition, our policy
limits the amount of credit exposure to any one issuer. We estimate that a 1 percentage point increase in interest rates would
have resulted in a $29 million decrease in the fair value of our portfolio of highly liquid debt securities.
Commodity Prices
The Company is subject to market risk with respect to commodity price fluctuations, principally related to our purchases of
sweeteners, metals, juices, PET and fuels. We manage our exposure to commodity risks primarily through the use of supplier
pricing agreements, which enable us to establish the purchase prices for certain inputs that are used in our manufacturing and
distribution operations. When deemed appropriate, we use derivative financial instruments to further manage our exposure to
commodity risks. Certain of these derivatives do not qualify for hedge accounting, but they are effective economic hedges that
help the Company mitigate the price risk associated with the purchases and transportation of materials used in our
manufacturing processes.
The total notional values of our commodity derivatives were $379 million and $371 million as of December 31, 2023 and 2022,
respectively. These values included derivative instruments that were designated and qualified for hedge accounting along with
derivative instruments that are economic hedges. The fair value of commodity derivatives that qualified for hedge accounting
resulted in a net unrealized loss of $3 million as of December 31, 2023, and we estimate that a 10% decrease in underlying
commodity prices would have resulted in a $3 million decrease in fair value. The fair value of the commodity derivatives that
did not qualify for hedge accounting resulted in a net loss of $58 million as of December 31, 2023, and we estimate that a 10%
decrease in underlying commodity prices would have resulted in a $54 million decrease in fair value.
59
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Table of Contents
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Shareowners’ Equity
Notes to Consolidated Financial Statements
Note 1 Business and Summary of Significant Accounting Policies
Note 2 Acquisitions and Divestitures
Note 3 Net Operating Revenues
Note 4
Investments
Note 5 Hedging Transactions and Derivative Financial Instruments
Note 6
Equity Method Investments
Intangible Assets
Note 7
Note 8 Accounts Payable and Accrued Expenses
Note 9
Supply Chain Finance Program
Note 10 Leases
Note 11 Debt and Borrowing Arrangements
Note 12 Commitments and Contingencies
Note 13 Stock-Based Compensation Plans
Note 14 Pension and Other Postretirement Benefit Plans
Note 15 Income Taxes
Note 16 Other Comprehensive Income
Note 17 Fair Value Measurements
Note 18 Significant Operating and Nonoperating Items
Note 19 Restructuring
Note 20 Operating Segments
Note 21 Net Change in Operating Assets and Liabilities
Report of Management
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Page
61
62
63
64
65
66
66
72
74
76
78
84
85
87
87
87
88
89
92
95
103
106
109
115
116
118
123
124
126
128
60
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions except per share data)
Year Ended December 31,
Net Operating Revenues
Cost of goods sold
Gross Profit
Selling, general and administrative expenses
Other operating charges
Operating Income
Interest income
Interest expense
Equity income (loss) — net
Other income (loss) — net
Income Before Income Taxes
Income taxes
Consolidated Net Income
Less: Net income (loss) attributable to noncontrolling interests
Net Income Attributable to Shareowners of The Coca-Cola Company
Basic Net Income Per Share1
Diluted Net Income Per Share1
Average Shares Outstanding — Basic
Effect of dilutive securities
Average Shares Outstanding — Diluted
1 Calculated based on net income attributable to shareowners of The Coca-Cola Company.
Refer to Notes to Consolidated Financial Statements.
$
$
$
$
2023
45,754 $
18,520
27,234
13,972
1,951
11,311
907
1,527
1,691
570
12,952
2,249
10,703
(11)
10,714 $
2.48 $
2.47 $
4,323
16
4,339
2022
43,004 $
18,000
25,004
12,880
1,215
10,909
449
882
1,472
(262)
11,686
2,115
9,571
29
9,542 $
2.20 $
2.19 $
4,328
22
4,350
2021
38,655
15,357
23,298
12,144
846
10,308
276
1,597
1,438
2,000
12,425
2,621
9,804
33
9,771
2.26
2.25
4,315
25
4,340
61
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Year Ended December 31,
Consolidated Net Income
Other Comprehensive Income:
Net foreign currency translation adjustments
Net gains (losses) on derivatives
Net change in unrealized gains (losses) on available-for-sale debt securities
Net change in pension and other postretirement benefit liabilities
Total Comprehensive Income
Less: Comprehensive income (loss) attributable to noncontrolling interests
Total Comprehensive Income Attributable to Shareowners of
The Coca-Cola Company
Refer to Notes to Consolidated Financial Statements.
2023
10,703 $
$
2022
9,571 $
2021
9,804
736
(178)
24
(109)
11,176
(158)
(1,132)
4
37
408
8,888
(89)
(699)
214
(90)
712
9,941
(101)
$
11,334 $
8,977 $
10,042
62
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions except par value)
December 31,
2023
2022
ASSETS
Current Assets
Cash and cash equivalents
Short-term investments
Total Cash, Cash Equivalents and Short-Term Investments
Marketable securities
Trade accounts receivable, less allowances of $502 and $516, respectively
Inventories
Prepaid expenses and other current assets
Total Current Assets
Equity method investments
Other investments
Other noncurrent assets
Deferred income tax assets
Property, plant and equipment — net
Trademarks with indefinite lives
Goodwill
Other intangible assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued expenses
Loans and notes payable
Current maturities of long-term debt
Accrued income taxes
Total Current Liabilities
Long-term debt
Other noncurrent liabilities
Deferred income tax liabilities
The Coca-Cola Company Shareowners’ Equity
Common stock, $0.25 par value; authorized — 11,200 shares; issued — 7,040 shares
Capital surplus
Reinvested earnings
Accumulated other comprehensive income (loss)
Treasury stock, at cost — 2,732 and 2,712 shares, respectively
Equity Attributable to Shareowners of The Coca-Cola Company
Equity attributable to noncontrolling interests
Total Equity
Total Liabilities and Equity
Refer to Notes to Consolidated Financial Statements.
63
$
$
$
$
9,366 $
2,997
12,363
1,300
3,410
4,424
5,235
26,732
19,671
118
7,162
1,561
9,236
14,349
18,358
516
97,703 $
15,485 $
4,557
1,960
1,569
23,571
35,547
8,466
2,639
1,760
19,209
73,782
(14,275)
(54,535)
25,941
1,539
27,480
97,703 $
9,519
1,043
10,562
1,069
3,487
4,233
3,240
22,591
18,264
501
6,189
1,746
9,841
14,214
18,782
635
92,763
15,749
2,373
399
1,203
19,724
36,377
7,922
2,914
1,760
18,822
71,019
(14,895)
(52,601)
24,105
1,721
25,826
92,763
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Year Ended December 31,
Operating Activities
Consolidated net income
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
2023
2022
2021
$
10,703 $
9,571 $
9,804
Depreciation and amortization
Stock-based compensation expense
Deferred income taxes
Equity (income) loss — net of dividends
Foreign currency adjustments
Significant (gains) losses — net
Other operating charges
Other items
Net change in operating assets and liabilities
Net Cash Provided by Operating Activities
Investing Activities
Purchases of investments
Proceeds from disposals of investments
Acquisitions of businesses, equity method investments and nonmarketable securities
Proceeds from disposals of businesses, equity method investments and nonmarketable securities
Purchases of property, plant and equipment
Proceeds from disposals of property, plant and equipment
Collateral (paid) received associated with hedging activities — net
Other investing activities
Net Cash Provided by (Used in) Investing Activities
Financing Activities
Issuances of loans, notes payable and long-term debt
Payments of loans, notes payable and long-term debt
Issuances of stock
Purchases of stock for treasury
Dividends
Other financing activities
Net Cash Provided by (Used in) Financing Activities
Effect of Exchange Rate Changes on Cash, Cash Equivalents, Restricted Cash and
Restricted Cash Equivalents
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
1,128
254
(2)
(1,019)
175
(492)
1,741
(43)
(846)
11,599
(6,698)
4,354
(62)
430
(1,852)
74
366
39
(3,349)
6,891
(5,034)
539
(2,289)
(7,952)
(465)
(8,310)
1,260
356
(122)
(838)
203
(129)
1,086
236
(605)
11,018
(3,751)
4,771
(73)
458
(1,484)
75
(1,465)
706
(763)
1,452
337
894
(615)
86
(1,365)
506
201
1,325
12,625
(6,030)
7,059
(4,766)
2,180
(1,367)
108
—
51
(2,765)
3,972
(4,930)
837
(1,418)
(7,616)
(1,095)
(10,250)
13,094
(12,866)
702
(111)
(7,252)
(353)
(6,786)
(73)
(205)
(159)
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash
equivalents during the year
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at End of Year
Less: Restricted cash and restricted cash equivalents at end of year
Cash and Cash Equivalents at End of Year
(133)
9,825
9,692
326
9,366 $
(200)
10,025
9,825
306
9,519 $
2,915
7,110
10,025
341
9,684
$
Refer to Notes to Consolidated Financial Statements.
64
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREOWNERS’ EQUITY
(In millions except per share data)
Year Ended December 31,
2023
2022
2021
Equity Attributable to Shareowners of The Coca-Cola Company
Number of Common Shares Outstanding
Balance at beginning of year
Treasury stock issued to employees related to stock-based compensation plans
Purchases of stock for treasury
Balance at end of year
Common Stock
Capital Surplus
Balance at beginning of year
Stock issued to employees related to stock-based compensation plans
Stock-based compensation expense
Acquisition of interests held by noncontrolling owners
Other activities
Balance at end of year
Reinvested Earnings
Balance at beginning of year
Adoption of accounting standards1
Net income attributable to shareowners of The Coca-Cola Company
Dividends (per share — $1.84, $1.76 and $1.68 in 2023, 2022 and 2021, respectively)
Balance at end of year
Accumulated Other Comprehensive Income (Loss)
Balance at beginning of year
Net other comprehensive income (loss)
Balance at end of year
Treasury Stock
Balance at beginning of year
Treasury stock issued to employees related to stock-based compensation plans
Purchases of stock for treasury
Balance at end of year
4,328
17
(37)
4,308
4,325
24
(21)
4,328
$
1,760 $
1,760 $
18,822
177
233
(20)
(3)
18,116
373
332
—
1
19,209
18,822
4,302
23
—
4,325
1,760
17,601
216
299
—
—
18,116
71,019
69,094
66,555
—
10,714
(7,951)
—
9,542
(7,617)
19
9,771
(7,251)
73,782
71,019
69,094
(14,895)
620
(14,330)
(565)
(14,601)
271
(14,275)
(14,895)
(14,330)
(52,601)
255
(2,189)
(51,641)
376
(1,336)
(52,016)
375
—
(54,535)
(52,601)
(51,641)
Total Equity Attributable to Shareowners of The Coca-Cola Company
$
25,941 $
24,105 $
22,999
Equity Attributable to Noncontrolling Interests
Balance at beginning of year
Net income attributable to noncontrolling interests
Net foreign currency translation adjustments
Dividends paid to noncontrolling interests
Acquisition of interests held by noncontrolling owners
Contributions by noncontrolling interests
Other activities
$
1,721 $
(11)
(147)
(25)
(2)
—
3
1,861 $
29
(118)
(51)
—
—
—
1,985
33
(132)
(43)
—
20
(2)
Total Equity Attributable to Noncontrolling Interests
$
1,539 $
1,721 $
1,861
1 Represents the adoption of Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, effective
January 1, 2021.
Refer to Notes to Consolidated Financial Statements.
65
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
When used in these notes, the terms “The Coca-Cola Company,” “Company,” “we,” “us” and “our” mean The Coca-Cola
Company and all entities included in our consolidated financial statements.
Description of Business
The Coca-Cola Company is a total beverage company. We own or license and market numerous beverage brands, which we
group into the following categories: Trademark Coca-Cola; sparkling flavors; water, sports, coffee and tea; juice, value-added
dairy and plant-based beverages; and emerging beverages. We own and market several of the world’s largest nonalcoholic
sparkling soft drink brands, including Coca-Cola, Sprite, Fanta, Coca-Cola Zero Sugar and Diet Coke/Coca-Cola Light.
Finished beverage products bearing our trademarks, sold in the United States since 1886, are now sold in more than 200
countries and territories.
We make our branded beverage products available to consumers throughout the world through our network of independent
bottling partners, distributors, wholesalers and retailers as well as the Company’s consolidated bottling and distribution
operations. Beverages bearing trademarks owned by or licensed to us account for 2.2 billion of the estimated 64 billion servings
of all beverages consumed worldwide every day.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States (“U.S. GAAP”). The preparation of our consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of
contingent assets and liabilities in our consolidated financial statements and accompanying notes. Although these estimates are
based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from
these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses
different assumptions or if different conditions occur, impairment charges may result.
Principles of Consolidation
Our Company consolidates all entities that we control by ownership of a majority voting interest. Additionally, there are
situations in which consolidation is required even though the usual condition of consolidation (i.e., ownership of a majority
voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business enterprise that was
achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between
such entity’s voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise.
This disproportionate relationship results in what is known as a variable interest, and the entity in which another entity holds a
variable interest is referred to as a “VIE.” An enterprise must consolidate a VIE if it is determined to be the primary beneficiary
of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the
entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could
potentially be significant to the VIE.
Our Company holds interests in certain VIEs, primarily bottling operations, for which we were not determined to be the
primary beneficiary. Our variable interests in these VIEs primarily relate to equity investments, profit guarantees or
subordinated financial support. Refer to Note 12. Although these financial arrangements resulted in our holding variable
interests in these entities, they did not empower us to direct the activities of the VIEs that most significantly impact the VIEs’
economic performance. Our Company’s investments, plus any loans and guarantees, and other subordinated financial support
related to these VIEs totaled $1,225 million and $1,626 million as of December 31, 2023 and 2022, respectively, representing
our maximum exposures to loss. The Company’s investments, plus any loans and guarantees, related to these VIEs were not
individually significant to the Company’s consolidated financial statements.
In addition, our Company holds interests in certain VIEs, primarily bottling operations, for which we were determined to be the
primary beneficiary. As a result, we have consolidated these entities. Our Company’s investments, plus any loans and
guarantees, related to these VIEs totaled $88 million and $109 million as of December 31, 2023 and 2022, respectively,
representing our maximum exposures to loss. The assets and liabilities of VIEs for which we are the primary beneficiary were
not significant to the Company’s consolidated financial statements.
Creditors of our VIEs do not have recourse against the general credit of the Company, regardless of whether the VIEs are
accounted for as consolidated entities.
66
We use the equity method to account for investments in companies if our investment provides us with the ability to exercise
significant influence over the operating and financial policies of the investee. Our consolidated net income includes our
Company’s proportionate share of the net income or loss of these companies. Our judgment regarding the level of influence
over each equity method investee includes considering key factors, such as our ownership interest, representation on the board
of directors, participation in policy-making decisions, other commercial arrangements and material intercompany transactions.
We eliminate from our financial results all significant intercompany transactions, including the intercompany transactions with
consolidated VIEs and the intercompany portion of transactions with equity method investees.
Revenue Recognition
Our Company recognizes revenue when performance obligations under the terms of the contracts with our customers are
satisfied. Our performance obligation generally consists of the promise to sell concentrates, syrups or finished products to our
bottling partners, wholesalers, distributors or retailers. Refer to Note 3.
Advertising Costs
Our Company expenses production costs of print, radio, television and other advertisements as of the first date the
advertisements take place. All other marketing expenditures are expensed in the annual period in which the expenditure is
incurred. Advertising costs included in the line item selling, general and administrative expenses in our consolidated statements
of income were $5 billion, $4 billion and $4 billion in 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022,
advertising and production costs of $43 million and $35 million, respectively, were primarily recorded in the line item prepaid
expenses and other current assets in our consolidated balance sheets.
Shipping and Handling Costs
Shipping and handling costs related to the movement of goods from our manufacturing locations to our sales distribution
centers are included in the line item cost of goods sold in our consolidated statement of income. Shipping and handling costs
incurred to move goods from our manufacturing locations or sales distribution centers to our customers are also included in the
line item cost of goods sold in our consolidated statement of income, except for costs incurred to distribute goods sold by our
consolidated bottlers to our customers, which are included in the line item selling, general and administrative expenses in our
consolidated statement of income. Our customers generally do not pay us separately for shipping and handling costs. We
recognize the cost of shipping and handling activities that are performed after a customer obtains control of the goods as costs
to fulfill our promise to provide goods to the customer. As a result of this election, the Company does not evaluate whether
shipping and handling activities are services promised to customers. If revenue is recognized for the related goods before the
shipping and handling activities occur, the related costs of those shipping and handling activities are accrued.
Sales, Use, Value-Added and Excise Taxes
The Company collects taxes imposed directly on its customers related to sales, use, value-added, excise and other similar taxes.
The Company then remits such taxes on behalf of its customers to the applicable governmental authorities. We exclude from
net operating revenues the tax amounts imposed on revenue-producing transactions that were collected from our customers to
be remitted to governmental authorities. Accordingly, such tax amounts are recorded in the line item trade accounts receivable
in our consolidated balance sheet when collection of taxes from the customer has not yet occurred and are recorded in the line
item accounts payable and accrued expenses in our consolidated balance sheet until they are remitted to the applicable
governmental authorities. Taxes imposed directly on the Company, whether based on receipts from sales, inventory
procurement costs or manufacturing activities, are recorded in the line item cost of goods sold in our consolidated statement of
income.
Net Income Per Share
Basic net income per share is computed by dividing net income attributable to shareowners of The Coca-Cola Company by the
weighted-average number of common shares outstanding during the reporting period. Diluted net income per share is computed
similarly to basic net income per share, except that it includes the potential dilution that could occur if dilutive securities were
exercised. We excluded 8 million, 8 million and 6 million stock options from the computation of diluted net income per share in
2023, 2022 and 2021, respectively, because the stock options would have been antidilutive.
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
We classify time deposits and other investments that are highly liquid and have maturities of three months or less at the date of
purchase as cash equivalents or restricted cash equivalents, as applicable. Restricted cash and restricted cash equivalents
generally consist of amounts held by our captive insurance companies, which are included in the line item other noncurrent
assets in our consolidated balance sheet. We manage our exposure to counterparty credit risk through specific minimum credit
standards, diversification of counterparties and procedures to monitor our concentrations of credit risk.
67
The following table provides a summary of cash, cash equivalents, restricted cash and restricted cash equivalents that constitute
the total amounts shown in our consolidated statements of cash flows (in millions):
December 31,
Cash and cash equivalents
Restricted cash and restricted cash equivalents1,2
Cash, cash equivalents, restricted cash and restricted cash equivalents
2023
9,366 $
326
9,692 $
2022
9,519 $
306
9,825 $
2021
9,684
341
10,025
$
$
1 Amounts include cash and cash equivalents in our solvency capital portfolio, which are included in the line item other noncurrent assets in
our consolidated balance sheets. Refer to Note 4.
2 Amounts include cash and cash equivalents related to assets held for sale, which are included in the line item prepaid expenses and other
current assets in our consolidated balance sheets. Refer to Note 2.
Short-Term Investments
We classify time deposits and other investments that have maturities of greater than three months but less than one year as
short-term investments.
Investments in Equity and Debt Securities
We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair
value with the change in fair value included in net income. We use quoted market prices to determine the fair value of equity
securities with readily determinable fair values. For equity securities without readily determinable fair values, we have elected
the measurement alternative under which we measure these investments at cost minus impairment, if any, plus or minus
changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same
issuer. Management assesses each of these investments on an individual basis. Our investments in debt securities are carried at
either amortized cost or fair value. Investments in debt securities that the Company has the positive intent and ability to hold to
maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as
held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Refer to Note 4 for additional
information on our policy for investments, which includes our assessment of impairments.
Trade Accounts Receivable
We record trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated
uncollectible accounts to reflect any expected loss on the trade accounts receivable balances and charged to the provision for
doubtful accounts. We calculate this allowance based on available relevant information, in addition to historical loss
information, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the
economic status of, our bottling partners and customers. We believe our exposure to concentrations of credit risk is limited due
to the diverse geographic areas covered by our operations.
The Company has a trade accounts receivable factoring program in certain countries. Under this program, we can elect to sell
trade accounts receivables to unaffiliated financial institutions at a discount. In these factoring arrangements, for ease of
administration, the Company collects customer payments related to the factored receivables and remits those payments to the
financial institutions. The Company sold $17,704 million and $10,709 million of trade accounts receivables under this program
during the years ended December 31, 2023 and 2022, respectively. The costs of factoring such receivables were $83 million and
$27 million for the years ended December 31, 2023 and 2022, respectively. The Company accounts for this program as a sale,
and accordingly, the trade receivables sold are excluded from the line item trade accounts receivable in our consolidated
balance sheet. The cash received from the financial institutions is classified within the operating activities section in our
consolidated statement of cash flows.
Inventories
Inventories consist primarily of raw materials and packaging (which include ingredients and supplies) and finished goods
(which include concentrates and syrups in our concentrate operations and finished beverages in our finished product
operations). Inventories are valued at the lower of cost or net realizable value. We determine cost on the basis of the average
cost or first-in, first-out methods.
68
Inventories consisted of the following (in millions):
December 31,
Raw materials and packaging
Finished goods
Other
Total inventories
Derivative Instruments
2023
2,618 $
1,449
357
4,424 $
2022
2,627
1,247
359
4,233
$
$
When deemed appropriate, our Company uses derivatives as a risk management tool to mitigate the potential impact of certain
market risks. The primary market risks managed by the Company through the use of derivative instruments are foreign currency
exchange rate risk, commodity price risk and interest rate risk. All derivatives are carried at fair value in our consolidated
balance sheet in the following line items, as applicable: prepaid expenses and other current assets; other noncurrent assets;
accounts payable and accrued expenses; and other noncurrent liabilities. The cash flow impact of the Company’s derivative
instruments is primarily included in our consolidated statement of cash flows in net cash provided by operating activities. Refer
to Note 5.
Leases
We determine if a contract contains a lease at its inception based on whether or not the Company has the right to control the
asset during the contract period and other facts and circumstances. We are the lessee in a lease contract when we obtain the
right to control the asset. Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease
term and are included in the line item other noncurrent assets in our consolidated balance sheet. Operating lease liabilities
represent our obligation to make lease payments arising from the lease and are included in the line items accounts payable and
accrued expenses and other noncurrent liabilities in our consolidated balance sheet. Operating lease ROU assets and operating
lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the
commencement date. When determining the lease term, we include renewal or termination options that we are reasonably
certain to exercise. Leases with a lease term of 12 months or less at inception are not recorded in our consolidated balance
sheet. Operating lease expense is recognized on a straight-line basis over the lease term in our consolidated statement of
income. As most of our leases do not provide an implicit interest rate, we use our local incremental borrowing rate based on the
information available at the commencement date in determining the present value of future payments. When our contracts
contain lease and non-lease components, we account for both components as a single lease component. Refer to Note 10.
We have various contracts for certain fountain equipment under which we are the lessor. These leases meet the criteria for
operating lease classification. Lease income associated with these leases is not material.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Repair and maintenance costs that do not improve service potential or extend
economic life are expensed as incurred. Depreciation is recorded principally by the straight-line method over the estimated
useful lives of our assets, which are reviewed periodically and generally have the following ranges: buildings and
improvements: 40 years or less; and machinery and equipment: 20 years or less. Land is not depreciated, and construction in
progress is not depreciated until ready for service. Leasehold improvements are amortized using the straight-line method over
the shorter of the remaining lease term, including renewal options that we are reasonably certain to exercise, or the estimated
useful life of the improvement. Depreciation is not recorded during the period in which a long-lived asset or disposal group is
classified as held for sale, even if the asset or disposal group continues to generate revenue during the period. Depreciation
expense, including the depreciation expense of assets under finance leases, totaled $1,018 million, $1,125 million and
$1,262 million in 2023, 2022 and 2021, respectively. Amortization expense for leasehold improvements totaled $14 million,
$13 million and $15 million in 2023, 2022 and 2021, respectively.
69
The following table summarizes our property, plant and equipment (in millions):
December 31,
Land
Buildings and improvements
Machinery and equipment
Property, plant and equipment — cost
Less: Accumulated depreciation
Property, plant and equipment — net
2023
229 $
4,647
13,593
18,469
9,233
9,236 $
2022
611
4,434
14,030
19,075
9,234
9,841
$
$
Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and
equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the
business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or
projected future losses. When such events or changes in circumstances are present and a recoverability test is performed, we
estimate the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. These
estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash
flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment charge. The
impairment charge recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value.
We use a variety of methodologies to determine the fair value of property, plant and equipment, including appraisals and
discounted cash flow models. These appraisals and models include assumptions we believe are consistent with those a market
participant would use.
Goodwill, Trademarks and Other Intangible Assets
We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible
assets with indefinite lives not subject to amortization; and (3) goodwill. We determine the useful lives of our identifiable
intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider
when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of
the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the
useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that
are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives, which is less than
20 years. Refer to Note 7.
When events or circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable,
management performs a recoverability test of the carrying value by preparing estimates of sales volume and the resulting profit
and cash flows expected to result from the use of the asset or asset group and its eventual disposition. These estimated future
cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted
and without interest charges) is less than the carrying amount, we recognize an impairment charge. The impairment charge
recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value. We use a variety of
methodologies to determine the fair value of these assets, including discounted cash flow models, which include assumptions
we believe are consistent with those a market participant would use.
We test intangible assets determined to have indefinite useful lives, including trademarks, franchise rights and goodwill, for
impairment annually, or more frequently if events or circumstances indicate that assets might be impaired. Our Company
performs these annual impairment tests as of the first day of our third fiscal quarter. We perform impairment tests using various
valuation methodologies, including discounted cash flow models and a market approach, to determine the fair value of the
indefinite-lived intangible asset or the reporting unit, as applicable. We believe our assumptions are consistent with those a
market participant would use. For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair
value, an impairment charge is recognized in an amount equal to that excess. The Company has the option to perform a
qualitative assessment of indefinite-lived intangible assets, other than goodwill, rather than completing the impairment test. The
Company must assess whether it is more likely than not that the fair value of the intangible asset is less than its carrying
amount. If the Company concludes that this is the case, it must perform the impairment testing described above. Otherwise, the
Company does not need to perform any further assessment.
We perform impairment tests of goodwill at our reporting unit level, which is generally one level below our operating
segments. Our operating segments are primarily based on geographic responsibility, which is consistent with the way
management runs our business. Our geographic operating segments are generally subdivided into smaller geographic regions.
These geographic regions are our reporting units. Our Global Ventures operating segment includes the results of our Costa
Limited (“Costa”), innocent and doğadan businesses, as well as fees earned pursuant to distribution coordination agreements
70
between the Company and Monster Beverage Corporation (“Monster”), each of which is its own reporting unit. The Bottling
Investments operating segment includes all of our consolidated bottling operations, regardless of geographic location.
Generally, each consolidated bottling operation within our Bottling Investments operating segment is its own reporting unit.
Goodwill is assigned to the reporting unit or units that benefit from the synergies arising from each business combination.
In order to test for goodwill impairment, the Company compares the fair value of the reporting unit to its carrying value,
including goodwill. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down for the
amount by which the carrying amount exceeds the fair value. However, the impairment charge recognized cannot exceed the
carrying amount of goodwill. The Company has the option to perform a qualitative assessment of goodwill in order to
determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the
Company concludes that this is the case, it must perform the impairment testing discussed above. Otherwise, the Company does
not need to perform any further assessment.
Impairment charges related to intangible assets, including goodwill, are generally recorded in the line item other operating
charges or, to the extent they relate to equity method investees, in the line item equity income (loss) — net in our consolidated
statement of income.
Contingencies
Our Company is involved in various legal proceedings and tax matters. Due to their nature, such legal proceedings and tax
matters involve inherent uncertainties, including, but not limited to, court rulings, negotiations between affected parties and
governmental actions. Management assesses the probability of loss for such contingencies and accrues a liability and/or
discloses the relevant circumstances, as appropriate. Refer to Note 12.
Stock-Based Compensation
Our Company grants long-term equity awards under its stock-based compensation plans to certain employees of the Company.
These awards include stock options, performance share units, restricted stock and restricted stock units. The fair value of stock
option awards is estimated using a Black-Scholes-Merton option-pricing model. The Company recognizes compensation
expense on a straight-line basis over the vesting period, which is generally four years.
The fair value of restricted stock, restricted stock units and certain performance share units is the closing market price per share
of the Company’s stock on the grant date less the present value of the expected dividends not received during the vesting
period. The Company included a relative total shareowner return (“TSR”) modifier for performance share unit awards granted
to executives from 2018 through 2022 as well as for performance share unit awards granted to all participants in 2023. For these
awards, the number of performance share units earned based on the certified achievement of the predefined performance criteria
will be reduced or increased if the Company’s total shareowner return over the performance period relative to a predefined
group of companies falls outside of a predefined range. The fair value of performance share units that include a TSR modifier is
determined using a Monte Carlo valuation model.
In the reporting period it becomes probable that the minimum performance threshold specified in the performance share unit
award will be achieved, we recognize compensation expense for the proportionate share of the total fair value of the
performance share units related to the vesting period that has already lapsed for the performance share units expected to vest.
The remaining fair value of the performance share units expected to vest is expensed on a straight-line basis over the remainder
of the vesting period. In the event the Company determines it is no longer probable that the minimum performance threshold
specified in the award will be achieved, we reverse all of the previously recognized compensation expense in the reporting
period such a determination is made.
The Company has made a policy election to estimate the number of stock-based compensation awards that will ultimately vest
to determine the amount of compensation expense recognized each reporting period. Forfeiture estimates are trued-up at the end
of each quarter in order to ensure that compensation expense is recognized only for those awards that ultimately vest. Refer to
Note 13.
Income Taxes
Income tax expense includes U.S., state, local and international income taxes. Deferred tax assets and liabilities are recognized
for the tax consequences of temporary differences between the book basis and the tax basis of assets and liabilities. The tax rate
used to determine the deferred tax assets and liabilities is the enacted tax rate for the year and manner in which the differences
are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than
not be realized.
The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. We establish reserves
to remove some or all of the tax benefit of any of our tax positions at the time we determine that it becomes uncertain based
71
upon one of the following conditions: (1) the tax position is not “more likely than not” to be sustained; (2) the tax position is
“more likely than not” to be sustained, but for a lesser amount; or (3) the tax position is “more likely than not” to be sustained,
but not in the financial period in which the tax position was originally taken. For purposes of evaluating whether or not a tax
position is uncertain, (1) we presume the tax position will be examined by the relevant taxing authority that has full knowledge
of all relevant information; (2) the technical merits of a tax position are derived from authorities such as legislation and statutes,
legislative intent, regulations, rulings and caselaw and their applicability to the facts and circumstances of the tax position; and
(3) each tax position is evaluated without consideration of the possibility of offset or aggregation with other tax positions taken.
A number of years may elapse before a particular uncertain tax position is audited and finally resolved or when a tax assessment
is raised. The number of years subject to tax assessments varies depending on the tax jurisdiction. The tax benefit that has been
previously reserved because of a failure to meet the “more likely than not” recognition threshold would be recognized in
income tax expense in the first interim period when the uncertainty disappears under any one of the following conditions:
(1) the tax position is “more likely than not” to be sustained; (2) the tax position, amount and/or timing is ultimately settled
through negotiation or litigation; or (3) the statute of limitations for the tax position has expired. Refer to Note 12 and Note 15.
Translation and Remeasurement
We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies to U.S. dollars at the
appropriate spot rates as of the balance sheet date. Generally, our foreign subsidiaries use the local currency as their functional
currency. Changes in the carrying values of these assets and liabilities attributable to fluctuations in spot rates are recognized in
net foreign currency translation adjustments, a component of accumulated other comprehensive income (loss) (“AOCI”). Refer
to Note 16. Accounts in our consolidated statement of income are translated using the monthly average exchange rates during
the year.
Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must be
remeasured from the applicable currency to the reporting entity’s functional currency. The effects of the remeasurement of
these assets and liabilities are recognized in the line item other income (loss) — net in our consolidated statement of income and
are partially offset by the impact of our economic hedging program for certain exposures on our consolidated balance sheet.
Refer to Note 5.
Recently Issued Accounting Guidance
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for
reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual
disclosures are effective for our year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and
will be applied retrospectively to all prior periods presented. The Company is currently evaluating the impact that ASU 2023-07
will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures,
which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income
taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently
evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the
standard prospectively or retrospectively.
NOTE 2: ACQUISITIONS AND DIVESTITURES
Acquisitions
Our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $62 million and
$73 million during 2023 and 2022, respectively. During 2021, our Company’s acquisitions of businesses, equity method
investments and nonmarketable securities totaled $4,766 million, which primarily related to the acquisition of the remaining
ownership interest in BA Sports Nutrition, LLC (“BodyArmor”).
BA Sports Nutrition, LLC
In November 2021, the Company acquired the remaining 85% ownership interest in, and now owns 100% of, BodyArmor,
which offers a line of sports performance and hydration beverages in the United States. We acquired the remaining ownership
interest in exchange for approximately $5,600 million of cash, of which $4,745 million was paid at close, net of cash acquired.
The purchase price reflected the contractual discount included in the purchase option we obtained with our initial investment in
2018. The remaining $860 million of the purchase price was held back related to indemnification obligations, of which
$549 million had been paid as of December 31, 2022 and $311 million was paid in 2023. Upon consolidation, we recognized a
gain of $834 million resulting from the remeasurement of our previously held equity interest in BodyArmor to fair value, which
72
was recorded in the line item other income (loss) — net in our consolidated statement of income. The fair value of our
previously held equity interest was determined using a discounted cash flow model based on Level 3 inputs, as defined in
Note 17. Upon finalization of purchase accounting, $4.2 billion of the purchase price was allocated to the BodyArmor
trademark and $2.2 billion was allocated to goodwill, of which $1.2 billion is tax deductible. The goodwill recognized as part of
this acquisition is primarily related to the synergistic value created from leveraging the capabilities, assets and scale of the
Company and the opportunity for international expansion. It also includes certain other intangible assets that do not qualify for
separate recognition, such as an assembled workforce. Of the total amount allocated to goodwill, $1.9 billion has been assigned
to the North America operating segment and $0.3 billion has been assigned to our other geographic operating segments.
Divestitures
During 2023, proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled
$430 million, which primarily related to sales of our ownership interests in our equity method investees in Indonesia and
Pakistan, for which we received cash proceeds of $402 million and a note receivable of $200 million. We recognized a net gain
of $94 million as a result of these transactions.
During 2022, proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled
$458 million, which primarily related to the refranchising of our bottling operations in Cambodia. We received net cash
proceeds of $228 million and recognized a net gain of $153 million as a result of the refranchising. Also included was the sale
of our ownership interest in one of our equity method investees, for which we received cash proceeds of $123 million and
recognized a net gain of $13 million.
During 2021, proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled
$2,180 million, which primarily related to the sale of our ownership interest in Coca-Cola Amatil Limited (“CCA”), an equity
method investee, to Coca-Cola Europacific Partners plc (“CCEP”), also an equity method investee. We received cash proceeds
of $1,738 million and recognized a net gain of $695 million as a result of the sale and the related reversal of cumulative
translation adjustments. Also included were the sale of our ownership interest in an equity method investee and the sale of a
portion of our ownership interest in another equity method investee. We received cash proceeds of $293 million and recognized
a net gain of $114 million as a result of these sales.
All of the gains and losses discussed above were recorded in the line item other income (loss) — net in our consolidated
statements of income.
Assets and Liabilities Held for Sale
As of December 31, 2023, the Company’s bottling operations in the Philippines and Bangladesh and certain bottling operations
in India met the criteria to be classified as held for sale and are expected to be refranchised during the first quarter of 2024. As
of December 31, 2022, the Company’s bottling operations in Vietnam met the criteria to be classified as held for sale. As a
result, we were required to record the related assets and liabilities at the lower of carrying value or fair value less any costs to
sell. As the fair values less any costs to sell exceeded the carrying values, the related assets and liabilities were recorded at their
carrying values. These assets and liabilities were included in the Bottling Investments operating segment.
In December 2022, the Company received cash proceeds of $823 million in advance of refranchising its bottling operations in
Vietnam. This advance was included in the line item accounts payable and accrued expenses in our consolidated balance sheet
as of December 31, 2022, and was included in the line item other investing activities in our consolidated statement of cash
flows for the year ended December 31, 2022. The Company refranchised its bottling operations in Vietnam in January 2023 and
recognized a net gain of $439 million as a result of the sale, which was recorded in the line item other income (loss) — net in
our consolidated statement of income for the year ended December 31, 2023.
73
The following table presents information related to the major classes of assets and liabilities that were classified as held for sale
and were included in the line items prepaid expenses and other current assets and accounts payable and accrued expenses,
respectively, in our consolidated balance sheets (in millions):
December 31,
Cash, cash equivalents and short-term investments
Marketable securities
Trade accounts receivable, less allowances
Inventories
Prepaid expenses and other current assets
Equity method investments
Other noncurrent assets
Deferred income tax assets
Property, plant and equipment — net
Goodwill
Other intangible assets
Assets held for sale
Accounts payable and accrued expenses
Loans and notes payable
Accrued income taxes
Long-term debt
Other noncurrent liabilities
Deferred income tax liabilities
Liabilities held for sale
NOTE 3: NET OPERATING REVENUES
2023
37 $
8
95
299
60
4
51
28
1,267
231
14
2,094 $
464 $
63
24
2
108
58
719 $
$
$
$
$
2022
229
—
12
50
43
—
29
8
197
34
—
602
154
—
3
—
3
—
160
Our Company operates in two lines of business: concentrate operations and finished product operations.
Our concentrate operations typically generate net operating revenues by selling beverage concentrates, sometimes referred to as
“beverage bases,” syrups, including fountain syrups, and certain finished beverages to authorized bottling operations (to which
we typically refer as our “bottlers” or our “bottling partners”). Our bottling partners either combine concentrates with still or
sparkling water and sweeteners (depending on the product), or combine syrups with still or sparkling water, to produce finished
beverages. The finished beverages are packaged in authorized containers, such as cans and refillable and nonrefillable glass and
plastic bottles, bearing our trademarks or trademarks licensed to us and are then sold to retailers directly or, in some cases,
through wholesalers or other bottlers. In addition, outside the United States, our bottling partners are typically authorized to
manufacture fountain syrups, using our concentrates, which they sell to fountain retailers for use in producing beverages for
immediate consumption, or to authorized fountain wholesalers who in turn sell and distribute the fountain syrups to fountain
retailers. Our concentrate operations are included in our geographic operating segments and our Global Ventures operating
segment.
Our finished product operations generate net operating revenues by selling sparkling soft drinks and a variety of other finished
beverages to retailers, or to distributors and wholesalers who in turn sell the beverages to retailers. Generally, finished product
operations generate higher net operating revenues but lower gross profit margins than concentrate operations. These operations
consist primarily of our consolidated bottling and distribution operations, which are included in our Bottling Investments
operating segment. In certain markets, the Company also operates non-bottling finished product operations in which we sell
finished beverages to distributors and wholesalers that are generally not one of the Company’s bottling partners. These
operations are generally included in one of our geographic operating segments or our Global Ventures operating segment.
Additionally, we sell directly to consumers through retail stores operated by Costa. These sales are included in our Global
Ventures operating segment. In the United States, we manufacture fountain syrups and sell them to fountain retailers, who use
the fountain syrups to produce beverages for immediate consumption, or to authorized fountain wholesalers or bottling partners
who in turn sell and distribute the fountain syrups to fountain retailers. These fountain syrup sales are included in our North
America operating segment.
74
Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our
performance obligation generally consists of the promise to sell concentrates, syrups or finished products to our bottling
partners, wholesalers, distributors or retailers. Control of the concentrates, syrups or finished products is transferred upon
shipment to, or receipt at, our customers’ locations, as determined by the specific terms of the contract. Upon transfer of control
to the customer, which completes our performance obligation, revenue is recognized. Our sales terms generally do not allow for
a right of return except for matters related to any manufacturing defects on our part. After completion of our performance
obligation, we have an unconditional right to consideration as outlined in the contract. Our receivables will generally be
collected in less than six months, in accordance with the underlying payment terms. All of our performance obligations under
the terms of contracts with our customers have an original duration of one year or less.
Our customers and bottling partners may be entitled to cash discounts, funds for promotional and marketing activities, volume-
based incentive programs, support for infrastructure programs and other similar programs. In most markets, in an effort to allow
our Company and our bottling partners to grow together through shared value, aligned financial objectives and the flexibility
necessary to meet consumers’ always changing needs and tastes, we have implemented an incidence-based concentrate pricing
model. Under this model, the price we charge bottlers for concentrates they use to prepare and package finished products is
impacted by a number of factors, including, but not limited to, the prices charged by the bottlers for such finished products, the
channels in which they are sold, and package mix. The amounts associated with the arrangements described above represent
variable consideration, an estimate of which is included in the transaction price as a component of net operating revenues in our
consolidated statement of income upon completion of our performance obligations. The total revenue recorded, including any
variable consideration, cannot exceed the amount for which it is probable that a significant reversal will not occur when
uncertainties related to variability are resolved. As a result, we are recognizing revenue based on our faithful depiction of the
consideration that we expect to receive. In making our estimates of variable consideration, we consider past results and make
significant assumptions related to: (1) customer sales volumes; (2) customer ending inventories; (3) customer selling price per
unit; (4) selling channels; and (5) discount rates, rebates and other pricing allowances, as applicable. In gathering data to
estimate our variable consideration, we generally calculate our estimates using a portfolio approach at the country and product
line level rather than at the individual contract level. The result of making these estimates will impact the line items trade
accounts receivable or accounts payable and accrued expenses in our consolidated balance sheet, as applicable. The actual
amounts ultimately paid and/or received may be different from our estimates. The change in the amount of variable
consideration recognized during the year ended December 31, 2023 related to performance obligations satisfied in prior periods
was immaterial.
The following table presents net operating revenues disaggregated between the United States and International and further by
line of business (in millions):
Year Ended December 31, 2023
Concentrate operations
Finished product operations
Total
Year Ended December 31, 2022
Concentrate operations
Finished product operations
Total
Year Ended December 31, 2021
Concentrate operations
Finished product operations
Total
United States
International
Total
$
$
$
$
$
$
8,780 $
7,770
16,550 $
17,759 $
11,445
29,204 $
7,702 $
7,711
15,413 $
16,369 $
11,222
27,591 $
6,551 $
6,459
13,010 $
15,248 $
10,397
25,645 $
26,539
19,215
45,754
24,071
18,933
43,004
21,799
16,856
38,655
Refer to Note 20 for additional revenue disclosures by operating segment and Corporate.
75
NOTE 4: INVESTMENTS
We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair
value with the change in fair value included in net income. We use quoted market prices to determine the fair values of equity
securities with readily determinable fair values. For equity securities without readily determinable fair values, we have elected
the measurement alternative under which we measure these investments at cost minus impairment, if any, plus or minus
changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same
issuer. Management assesses each of these investments on an individual basis.
Our investments in debt securities are carried at either amortized cost or fair value. The cost basis is determined by the specific
identification method. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are
carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-
maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses
on trading debt securities as well as realized gains and losses on available-for-sale debt securities are included in net income.
Unrealized gains and losses, net of tax, on available-for-sale debt securities are included in our consolidated balance sheet as a
component of AOCI, except for the changes in fair values attributable to the currency risk being hedged, if applicable, which
are included in net income. Refer to Note 5 for additional information related to the Company’s fair value hedges of available-
for-sale debt securities.
Equity securities with readily determinable fair values that are not accounted for under the equity method and debt securities
classified as trading are not assessed for impairment, since they are carried at fair value with the change in fair value included in
net income. Equity method investments, equity securities without readily determinable fair values and debt securities classified
as available-for-sale or held-to-maturity are reviewed each reporting period to determine whether a significant event or change
in circumstances has occurred that may have an adverse effect on the fair value of each investment. When such events or
changes occur, we evaluate the fair value compared to our cost basis in the investment. We also perform this evaluation every
reporting period for each investment for which our cost basis has exceeded the fair value. The fair values of most of our
Company’s investments in publicly traded companies are readily available based on quoted market prices. For investments in
nonpublicly traded companies, management’s assessment of fair value is based on various valuation methodologies, including
discounted cash flows, estimates of sales proceeds, and appraisals, as appropriate. We consider the assumptions that we believe
a market participant would use in evaluating estimated future cash flows when employing the discounted cash flow or estimates
of sales proceeds valuation methodologies. The ability to accurately predict future cash flows, especially in emerging and
developing markets, may impact the determination of fair value. In the event the fair value of an investment declines below our
cost basis, management is required to determine if the decline in fair value is other than temporary. If management determines
the decline is other than temporary, an impairment charge is recorded. Management’s assessment as to the nature of a decline in
fair value is based on, among other things, the length of time and the extent to which the market value has been less than our
cost basis; the financial condition and near-term prospects of the issuer; and our intent and ability to retain the investment for a
period of time sufficient to allow for any anticipated recovery in market value.
Equity Securities
The carrying values of our equity securities were included in the following line items in our consolidated balance sheets (in
millions):
December 31, 2023
Marketable securities
Other investments
Other noncurrent assets
Total equity securities
December 31, 2022
Marketable securities
Other investments
Other noncurrent assets
Total equity securities
76
Fair Value with
Changes
Recognized in
Income
Measurement
Alternative —
No Readily
Determinable
Fair Value
$
$
$
$
345 $
76
1,585
2,006 $
308 $
459
1,303
2,070 $
—
42
—
42
—
42
—
42
The calculation of net unrealized gains and losses recognized during the year related to equity securities still held at the end of
the year is as follows (in millions):
Year Ended December 31,
Net gains (losses) recognized during the year related to equity securities
Less: Net gains (losses) recognized during the year related to equity securities sold during
the year
Net unrealized gains (losses) recognized during the year related to equity securities still held at
the end of the year
$
$
2023
371 $
2022
(236)
52
7
319 $
(243)
Debt Securities
Our debt securities consisted of the following (in millions):
December 31, 2023
Trading securities
Available-for-sale securities
Total debt securities
December 31, 2022
Trading securities
Available-for-sale securities
Total debt securities
Gross Unrealized
Cost
Gains
Losses
Estimated Fair
Value
$
$
$
$
43 $
1,136
1,179 $
43 $
979
1,022 $
— $
26
26 $
— $
26
26 $
(2) $
(28)
(30) $
(4) $
(61)
(65) $
41
1,134
1,175
39
944
983
The carrying values of our debt securities were included in the following line items in our consolidated balance sheets (in
millions):
December 31, 2023
December 31, 2022
Marketable securities
Other noncurrent assets
Total debt securities
$
$
Trading
Securities
Available-for-
Sale Securities
914
220
1,134
41 $
—
41 $
$
$
Trading
Securities
Available-for-
Sale Securities
722
222
944
39 $
—
39 $
The contractual maturities of these available-for-sale debt securities as of December 31, 2023 were as follows (in millions):
Within 1 year
After 1 year through 5 years
After 5 years through 10 years
After 10 years
Total
Cost
484 $
420
37
195
1,136 $
Estimated
Fair Value
483
427
48
176
1,134
$
$
The Company expects that actual maturities may differ from the contractual maturities above because borrowers have the right
to call or prepay certain obligations.
The sale and/or maturity of available-for-sale debt securities resulted in the following realized activity (in millions):
Year Ended December 31,
Gross gains
Gross losses
Proceeds
$
2023
3 $
(10)
361
2022
5 $
(136)
1,498
2021
6
(10)
1,197
77
Captive Insurance Companies
In accordance with local insurance regulations, our consolidated captive insurance companies are required to meet and maintain
minimum solvency capital requirements. The Company elected to invest a majority of its solvency capital in a portfolio of
marketable equity and debt securities. These securities are included in the disclosures above. The Company uses one of our
consolidated captive insurance companies to reinsure group annuity insurance contracts that cover the obligations of certain of
our European and Canadian pension plans. This captive’s solvency capital funds included total equity and debt securities of
$1,643 million and $1,378 million as of December 31, 2023 and 2022, respectively, which were classified in the line item other
noncurrent assets in our consolidated balance sheets because the assets were not available to satisfy our current obligations.
NOTE 5: HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions
may adversely impact the Company’s financial performance and are referred to as “market risks.” When deemed appropriate,
our Company uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary
market risks managed by the Company through the use of derivative and non-derivative financial instruments are foreign
currency exchange rate risk, commodity price risk and interest rate risk.
The Company uses various types of derivative instruments, including, but not limited to, forward contracts, commodity futures
contracts, option contracts, collars and swaps. Forward contracts and commodity futures contracts are agreements to buy or sell
a quantity of a currency or commodity at a predetermined future date and at a predetermined rate or price. An option contract is
an agreement that conveys the purchaser the right, but not the obligation, to buy or sell a quantity of a currency or commodity at
a predetermined rate or price during a period or at a time in the future. A collar is a strategy that uses a combination of options
to limit the range of possible positive or negative returns on an underlying asset or liability to a specific range, or to protect
expected future cash flows. To do this, an investor simultaneously buys a put option and sells (writes) a call option, or
alternatively buys a call option and sells (writes) a put option. A swap agreement is a contract between two parties to exchange
cash flows based on specified underlying notional amounts, assets and/or indices. We do not enter into derivative financial
instruments for trading purposes. The Company may also designate certain non-derivative instruments, such as our foreign
currency denominated third-party debt, in hedging relationships.
All derivative instruments are carried at fair value in our consolidated balance sheet, primarily in the following line items, as
applicable: prepaid expenses and other current assets; other noncurrent assets; accounts payable and accrued expenses; and
other noncurrent liabilities. The carrying values of the derivatives reflect the impact of legally enforceable master netting
agreements and cash collateral held or placed with the same counterparties, as applicable. These master netting agreements
allow the Company to net settle positive and negative positions (assets and liabilities) arising from different transactions with
the same counterparty.
The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the
derivatives have been designated and qualify as hedging instruments and the type of hedging relationships. Derivatives can be
designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair
values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in
our consolidated statement of income as the changes in the fair values of the hedged items attributable to the risk being hedged.
The changes in the fair values of derivatives that have been designated and qualify as cash flow hedges or hedges of net
investments in foreign operations are recorded in AOCI and are reclassified into the line item in our consolidated statement of
income in which the hedged items are recorded in the same period the hedged items affect earnings. Due to the high degree of
effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the values of the
derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being
hedged. The changes in the fair values of derivatives that were not designated and/or did not qualify as hedging instruments are
immediately recognized in earnings.
For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at
inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy
for undertaking the hedge transaction. In addition, the Company formally assesses, both at inception and at least quarterly
thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair
values or cash flows of the related underlying exposures.
The Company determines the fair values of its derivatives based on quoted market prices or pricing models using current
market rates. Refer to Note 17. The notional amounts of the derivative financial instruments do not necessarily represent
amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above.
The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as
interest rates, foreign currency exchange rates, commodity rates or other financial indices. The Company does not view the fair
78
values of its derivatives in isolation but rather in relation to the fair values or cash flows of the underlying hedged transactions
or other exposures. Virtually all of our derivatives are straightforward over-the-counter instruments with liquid markets.
The following table presents the fair values of the Company’s derivative instruments that were designated and qualified as part
of a hedging relationship (in millions):
Derivatives Designated as Hedging Instruments
Assets:
Financial Statement Line Item Impacted1
Foreign currency contracts
Foreign currency contracts
Interest rate contracts
Total assets
Liabilities:
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Interest rate contracts
Interest rate contracts
Total liabilities
Prepaid expenses and other current assets
Other noncurrent assets
Other noncurrent assets
Accounts payable and accrued expenses
Other noncurrent liabilities
Accounts payable and accrued expenses
Accounts payable and accrued expenses
Other noncurrent liabilities
Fair Value1,2
December 31,
2023
December 31,
2022
$
$
$
$
109 $
13
50
172 $
111 $
40
3
5
1,113
1,272 $
126
13
—
139
54
108
2
—
1,676
1,840
1 All of the Company’s derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of
legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current
disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash
collateral. Refer to Note 17 for the net presentation of the Company’s derivative instruments.
2 Refer to Note 17 for additional information related to the estimated fair value.
The following table presents the fair values of the Company’s derivative instruments that were not designated as hedging
instruments (in millions):
Derivatives Not Designated as Hedging
Instruments
Assets:
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Other derivative instruments
Total assets
Liabilities:
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Commodity contracts
Other derivative instruments
Total liabilities
Financial Statement Line Item Impacted1
Prepaid expenses and other current assets
Other noncurrent assets
Prepaid expenses and other current assets
Prepaid expenses and other current assets
Accounts payable and accrued expenses
Other noncurrent liabilities
Accounts payable and accrued expenses
Other noncurrent liabilities
Accounts payable and accrued expenses
Fair Value1,2
December 31,
2023
December 31,
2022
$
$
$
$
91 $
3
5
4
103 $
106 $
3
62
1
4
176 $
46
22
34
—
102
87
1
35
—
3
126
1 All of the Company’s derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of
legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current
disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash
collateral. Refer to Note 17 for the net presentation of the Company’s derivative instruments.
2 Refer to Note 17 for additional information related to the estimated fair value.
79
Credit Risk Associated with Derivatives
We have established strict counterparty credit guidelines and enter into transactions only with financial institutions of
investment grade or better. We monitor counterparty exposures regularly and review any downgrade in credit rating
immediately. If a downgrade in the credit rating of a counterparty were to occur, we have provisions requiring collateral for
substantially all of our transactions. To mitigate presettlement risk, minimum credit standards become more stringent as the
duration of the derivative financial instrument increases. In addition, the Company’s master netting agreements reduce credit
risk by permitting the Company to net settle for transactions with the same counterparty. To minimize the concentration of
credit risk, we enter into derivative transactions with a portfolio of financial institutions. Furthermore, for certain derivative
financial instruments, the Company has agreements with counterparties that require collateral to be exchanged based on
changes in the fair value of the instruments. The Company classifies collateral payments and receipts as investing cash flows
when the collateral account is in an asset position and as financing cash flows when the collateral account is in a liability
position. As a result of these factors, we consider the risk of counterparty default to be minimal.
Cash Flow Hedging Strategy
The Company uses cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions
caused by fluctuations in foreign currency exchange rates, commodity prices or interest rates. The changes in the fair values of
derivatives designated as cash flow hedges are recorded in AOCI and are reclassified into the line item in our consolidated
statement of income in which the hedged items are recorded in the same period the hedged items affect earnings. The changes
in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. The
maximum length of time for which the Company hedges its exposure to the variability in future cash flows is typically three
years.
The Company maintains a foreign currency cash flow hedging program to reduce the risk that our U.S. dollar net cash inflows
from sales outside the United States and U.S. dollar net cash outflows from procurement activities will be adversely affected by
fluctuations in foreign currency exchange rates. We enter into forward contracts and purchase foreign currency options and
collars (principally euro, British pound and Japanese yen) to hedge certain portions of forecasted cash flows denominated in
foreign currencies. When the U.S. dollar strengthens against the foreign currencies, the decline in the present value of future
foreign currency cash flows is partially offset by gains in the fair value of the derivative instruments. Conversely, when the U.S.
dollar weakens, the increase in the present value of future foreign currency cash flows is partially offset by losses in the fair
value of the derivative instruments. The total notional values of derivatives that were designated and qualified for the
Company’s foreign currency cash flow hedging program were $9,408 million and $5,510 million as of December 31, 2023 and
2022, respectively.
The Company uses cross-currency swaps to hedge the changes in cash flows of certain of its foreign currency denominated debt
and other monetary assets or liabilities due to changes in foreign currency exchange rates. For this hedging program, the
Company recognizes in earnings each period the changes in carrying values of these foreign currency denominated assets and
liabilities due to fluctuations in exchange rates. The changes in fair values of the cross-currency swap derivatives are recorded
in AOCI with an immediate reclassification into earnings for the changes in fair values attributable to fluctuations in foreign
currency exchange rates. The total notional value of derivatives that were designated as cash flow hedges for the Company’s
foreign currency denominated assets and liabilities was $958 million as of both December 31, 2023 and 2022.
The Company has entered into commodity futures contracts and other derivative instruments on various commodities to
mitigate the price risk associated with forecasted purchases of materials used in our manufacturing process. These derivative
instruments were designated as part of the Company’s commodity cash flow hedging program. The objective of this hedging
program is to reduce the variability of cash flows associated with future purchases of certain commodities. The total notional
values of derivatives that were designated and qualified for this program were $54 million and $35 million as of December 31,
2023 and 2022, respectively.
Our Company monitors our mix of short-term debt and long-term debt regularly. We manage our risk to interest rate
fluctuations through the use of derivative financial instruments. From time to time, the Company has entered into interest rate
swap agreements and has designated these instruments as part of the Company’s interest rate cash flow hedging program. The
objective of this hedging program is to mitigate the risk of adverse changes in benchmark interest rates on the Company’s
future interest payments. The total notional value of derivatives that were designated and qualified for the Company’s interest
rate cash flow hedging program was $750 million as of December 31, 2023. There were no derivatives that were designated and
qualified for the Company’s interest rate cash flow hedging program as of December 31, 2022.
80
The following table presents the pretax impact that changes in the fair values of derivatives designated as cash flow hedges had
on other comprehensive income (“OCI”), AOCI and earnings (in millions):
Gain (Loss)
Recognized
in OCI
Financial Statement Line Item Impacted
Gain (Loss)
Reclassified from
AOCI into Income
2023
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Total
2022
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Total
2021
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Interest rate contracts
Commodity contracts
Total
$
$
$
$
$
Interest expense
(128) Net operating revenues
19 Cost of goods sold
—
35 Other income (loss) — net
(15) Cost of goods sold
(89)
205 Net operating revenues
17 Cost of goods sold
—
(91) Other income (loss) — net
(4) Cost of goods sold
Interest expense
127
36 Net operating revenues
(2) Cost of goods sold
—
19 Other income (loss) — net
110
Interest expense
Interest expense
(1) Cost of goods sold
$
162
$
$
$
$
$
$
(3)
14
(4)
17
(14)
10
218
28
(4)
(79)
(2)
161
(77)
(10)
(13)
74
(90)
—
(116)
As of December 31, 2023, the Company estimates that it will reclassify into earnings during the next 12 months net losses of
$72 million from the pretax amount recorded in AOCI as the anticipated cash flows occur.
Fair Value Hedging Strategy
The Company uses interest rate swap agreements designated as fair value hedges to minimize exposure to changes in the fair
value of fixed-rate debt that result from fluctuations in benchmark interest rates. The Company also uses cross-currency interest
rate swaps to hedge the changes in the fair value of foreign currency denominated debt relating to fluctuations in foreign
currency exchange rates and benchmark interest rates. The changes in the fair values of derivatives designated as fair value
hedges and the offsetting changes in the fair values of the hedged items are recognized in earnings. As a result, any difference is
reflected in earnings as ineffectiveness. When a derivative is no longer designated as a fair value hedge for any reason,
including termination and maturity, the remaining unamortized difference between the carrying value of the hedged item at that
time and the face value of the hedged item is amortized to earnings over the remaining life of the hedged item, or immediately
if the hedged item has matured or has been extinguished. The total notional values of derivatives that were designated and
qualified as fair value hedges of this type were $13,693 million and $13,425 million as of December 31, 2023 and 2022,
respectively.
81
The following table summarizes the pretax impact that changes in the fair values of derivatives designated as fair value hedges
had on earnings (in millions):
Hedging Instruments and Hedged Items
2023
Interest rate contracts
Fixed-rate debt
Net impact of fair value hedging instruments
2022
Interest rate contracts
Fixed-rate debt
Net impact of fair value hedging instruments
2021
Interest rate contracts
Fixed-rate debt
Net impact of fair value hedging instruments
Financial Statement Line Item Impacted
Interest expense
Interest expense
Interest expense
Interest expense
Interest expense
Interest expense
Gain (Loss)
Recognized in
Income
$
$
$
$
$
$
609
(591)
18
(1,944)
1,927
(17)
(67)
66
(1)
The following table summarizes the amounts recorded in our consolidated balance sheets related to hedged items in fair value
hedging relationships (in millions):
Cumulative Amount of Fair Value Hedging Adjustments1
Carrying Values of
Hedged Items
Included in the Carrying Values
of Hedged Items
Remaining for Which Hedge
Accounting Has Been
Discontinued
Balance Sheet Location of Hedged Items
Current maturities of long-term debt
Long-term debt
December 31,
2023
552 $
12,186
December 31,
2022
—
11,900
$
December 31,
2023
$
1 $
(1,135)
December 31,
2022
—
(1,664)
December 31,
2023
— $
162
December 31,
2022
—
195
$
1 Cumulative amount of fair value hedging adjustments does not include changes due to foreign currency exchange rate fluctuations.
In June 2023, the Company amended the terms of its interest rate swap agreements to implement a forward-looking interest rate
based on the Secured Overnight Financing Rate (“SOFR”) in place of the London Interbank Offered Rate (“LIBOR”). Since the
interest rate swap agreements were affected by reference rate reform, the Company applied the expedients and exceptions
provided to preserve the past presentation of its derivatives without de-designating the existing hedging relationships. All
amendments to interest rate swap agreements were executed with the existing counterparties and did not change the notional
amounts, maturity dates or other critical terms of the hedging relationships.
Hedges of Net Investments in Foreign Operations Strategy
The Company uses forward contracts and a portion of its foreign currency denominated debt, a non-derivative financial
instrument, to protect the value of our net investments in a number of foreign operations. For derivative financial instruments
that are designated and qualify as hedges of net investments in foreign operations, the changes in the fair values of the
derivative financial instruments are recognized in net foreign currency translation adjustments, a component of AOCI, to offset
the changes in the values of the net investments being hedged. For non-derivative financial instruments that are designated and
qualify as hedges of net investments in foreign operations, the changes in the carrying values of the designated portions of the
non-derivative financial instruments due to fluctuations in foreign currency exchange rates are recorded in net foreign currency
translation adjustments. Any ineffective portions of net investment hedges are reclassified from AOCI into earnings during the
period of change.
82
The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as
net investment hedges (in millions):
Foreign currency contracts
Foreign currency denominated debt
Total
Notional Values
as of December 31,
Gain (Loss) Recognized in OCI
Year Ended December 31,
2023
150 $
12,437
12,587 $
2022
—
12,061
12,061
$
$
$
$
2023
(6) $
(376)
(382) $
2022
(10) $
751
741 $
2021
(10)
928
918
The Company did not reclassify any gains or losses related to net investment hedges from AOCI into earnings during the years
ended December 31, 2023 and 2022. The Company reclassified a loss of $4 million related to net investment hedges from
AOCI into earnings during the year ended December 31, 2021. In addition, the Company did not have any ineffectiveness
related to net investment hedges during the years ended December 31, 2023, 2022 and 2021. The cash inflows and outflows
associated with the Company’s derivative contracts designated as net investment hedges are classified in the line item other
investing activities in our consolidated statement of cash flows.
Economic (Non-Designated) Hedging Strategy
In addition to derivative instruments that have been designated and qualify for hedge accounting, the Company also uses certain
derivatives as economic hedges of foreign currency, interest rate and commodity exposure. Although these derivatives were not
designated and/or did not qualify for hedge accounting, they are effective economic hedges. The changes in the fair values of
economic hedges are immediately recognized in earnings.
The Company uses foreign currency economic hedges to offset the earnings impact that fluctuations in foreign currency
exchange rates have on certain monetary assets and liabilities denominated in nonfunctional currencies. The changes in the fair
values of economic hedges used to offset those monetary assets and liabilities are immediately recognized in earnings in the line
item other income (loss) — net in our consolidated statement of income. In addition, we use foreign currency economic hedges
to minimize the variability in cash flows associated with fluctuations in foreign currency exchange rates, including those related
to certain acquisition and divestiture activities. The changes in the fair values of economic hedges used to offset the variability
in U.S. dollar net cash flows are immediately recognized in earnings in the line items net operating revenues, cost of goods sold
or other income (loss) — net in our consolidated statement of income, as applicable. The total notional values of derivatives
related to our foreign currency economic hedges were $6,989 million and $4,902 million as of December 31, 2023 and 2022,
respectively.
The Company uses interest rate contracts as economic hedges to minimize exposure to changes in the fair value of fixed-rate
debt that result from fluctuations in benchmark interest rates. There were no interest rate contracts used as economic hedges as
of December 31, 2023 and 2022.
The Company also uses certain derivatives as economic hedges to mitigate the price risk associated with the purchase of
materials used in the manufacturing process and vehicle fuel. The changes in the fair values of these economic hedges are
immediately recognized in earnings in the line items net operating revenues, cost of goods sold, or selling, general and
administrative expenses in our consolidated statement of income, as applicable. The total notional values of derivatives related
to our economic hedges of this type were $325 million and $336 million as of December 31, 2023 and 2022, respectively.
83
The following table presents the pretax impact that changes in the fair values of derivatives not designated as hedging
instruments had on earnings (in millions):
Gain (Loss) Recognized in Income
Year Ended December 31,
Derivatives Not Designated as Hedging Instruments Financial Statement Line Item Impacted
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Interest rate contracts
Other derivative instruments
Other derivative instruments
Total
Net operating revenues
Cost of goods sold
Other income (loss) — net
Cost of goods sold
Interest expense
Selling, general and administrative expenses
Other income (loss) — net
$
$
2023
(74) $
66
(10)
(137)
—
5
—
(150) $
2022
(55) $
46
57
(40)
—
(21)
—
(13) $
2021
6
(10)
(84)
171
(187)
34
(3)
(73)
NOTE 6: EQUITY METHOD INVESTMENTS
Our consolidated net income includes our Company’s proportionate share of the net income or loss of our equity method
investees. When we record our proportionate share of net income, it increases equity income (loss) — net in our consolidated
statement of income and our carrying value of that investment. Conversely, when we record our proportionate share of a net
loss, it decreases equity income (loss) — net in our consolidated statement of income and our carrying value of that investment.
The Company’s proportionate share of the net income or loss of our equity method investees includes significant operating and
nonoperating items recorded by our equity method investees. These items can have a significant impact on the amount of equity
income (loss) — net in our consolidated statement of income and our carrying value of those investments. Refer to Note 18 for
additional information related to significant operating and nonoperating items recorded by our equity method investees. The
carrying values of our equity method investments are also impacted by our proportionate share of items impacting the equity
method investees’ AOCI.
We eliminate from our financial results all significant intercompany transactions to the extent of our ownership interest,
including the intercompany portion of transactions with equity method investees.
The Company’s equity method investments include, but are not limited to, our ownership interests in CCEP; Monster; AC
Bebidas, S. de R.L. de C.V.; Coca-Cola FEMSA, S.A.B. de C.V.; Coca-Cola HBC AG; and Coca-Cola Bottlers Japan Holdings
Inc. As of December 31, 2023, we owned 19%, 20%, 20%, 28%, 21% and 18%, respectively, of these companies’ outstanding
shares. As of December 31, 2023, our investments in our equity method investees in the aggregate exceeded our proportionate
share of the net assets of these equity method investees by $8,634 million. This difference is not amortized.
A summary of financial information for our equity method investees in the aggregate is as follows (in millions):
Year Ended December 31,1
Net operating revenues
Cost of goods sold
Gross profit
Operating income
Consolidated net income
Less: Net income attributable to noncontrolling interests
Net income attributable to common shareowners
Company equity income (loss) — net
2023
93,862 $
55,780
38,082 $
11,868 $
7,657 $
75
7,582 $
1,691 $
2022
85,116 $
52,051
33,065 $
9,719 $
6,373 $
102
6,271 $
1,472 $
2021
79,934
47,847
32,087
9,089
6,050
91
5,959
1,438
$
$
$
$
$
$
1 The financial information represents the results of the equity method investees during the Company’s period of ownership.
84
December 31,
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Total liabilities
Equity attributable to shareowners of investees
Equity attributable to noncontrolling interests
Total equity
Company equity method investments
2023
35,087 $
74,464
109,551 $
26,929 $
33,989
60,918 $
47,473 $
1,160
48,633 $
19,671 $
2022
32,722
70,523
103,245
23,580
34,740
58,320
43,917
1,008
44,925
18,264
$
$
$
$
$
$
$
Net sales to equity method investees, the majority of which are located outside the United States, were $17,736 million,
$16,084 million and $14,471 million in 2023, 2022 and 2021, respectively. Total payments, primarily related to marketing,
made to equity method investees were $294 million, $396 million and $516 million in 2023, 2022 and 2021, respectively. The
increase in net sales to equity method investees in 2023 was primarily due to volume growth and favorable pricing initiatives.
In addition, purchases of beverage products from equity method investees were $579 million, $505 million and $496 million in
2023, 2022 and 2021, respectively.
The following table presents the difference between calculated fair value, based on quoted closing prices of publicly traded
shares, and our Company’s carrying value in investments in publicly traded companies accounted for under the equity method
(in millions):
December 31, 2023
Monster Beverage Corporation
Coca-Cola Europacific Partners plc
Coca-Cola FEMSA, S.A.B. de C.V.
Coca-Cola HBC AG
Coca-Cola Consolidated, Inc.
Coca-Cola Bottlers Japan Holdings Inc.
Coca-Cola İçecek A.Ş.
Embotelladora Andina S.A.
Total
Fair Value Carrying Value
$
$
11,766 $
5,870
5,549
2,296
2,304
484
911
137
29,317 $
4,837 $
3,858
2,092
1,252
473
367
228
90
13,197 $
Difference
6,929
2,012
3,457
1,044
1,831
117
683
47
16,120
Net Receivables and Dividends from Equity Method Investees
Total net receivables due from equity method investees were $1,527 million and $1,191 million as of December 31, 2023 and
2022, respectively. The total amount of dividends received from equity method investees was $672 million, $634 million and
$823 million for the years ended December 31, 2023, 2022 and 2021, respectively. The amount of consolidated reinvested
earnings that represents undistributed earnings of investments accounted for under the equity method as of December 31, 2023
was $8,005 million.
NOTE 7: INTANGIBLE ASSETS
Indefinite-Lived Intangible Assets
The following table presents the carrying values of indefinite-lived intangible assets included in our consolidated balance sheets
(in millions):
December 31,
Trademarks
Goodwill
Other
Indefinite-lived intangible assets
2023
14,349 $
18,358
161
32,868 $
2022
14,214
18,782
175
33,171
$
$
85
The following table provides information related to the carrying value of our goodwill by operating segment (in millions):
Europe,
Middle East
& Africa
Latin
America
North
America Asia Pacific
Global
Ventures
Bottling
Investments
Total
2022
Balance at beginning of year
Effect of foreign currency translation
Acquisitions
Purchase accounting adjustments
Divestitures, deconsolidations
and other
Balance at end of year
2023
Balance at beginning of year
Effect of foreign currency translation
Divestitures, deconsolidations
and other1
Balance at end of year
$
$
$
$
1,280 $
(83)
—
—
200 $ 10,665 $
—
—
12
3
—
—
422 $
(12)
—
2
2,976 $
(272)
—
9
3,820 $ 19,363
(603)
(239)
4
4
23
—
—
1,197 $
—
—
203 $ 10,677 $
—
412 $
(5)
2,708 $
—
(5)
3,585 $ 18,782
1,197 $
(44)
203 $ 10,677 $
—
6
412 $
(11)
2,708 $
120
3,585 $ 18,782
(193)
(264)
—
1,153 $
—
—
209 $ 10,677 $
—
401 $
—
2,828 $
(231)
(231)
3,090 $ 18,358
1 The decrease in the Bottling Investments segment was a result of the Company’s bottling operations in the Philippines being classified as
held for sale. Refer to Note 2.
Definite-Lived Intangible Assets
The following table provides information related to definite-lived intangible assets (in millions):
December 31, 2023
December 31, 2022
Customer relationships
Trademarks
Other
Total
$
Gross Carrying
Value
309 $
70
183
562 $
$
Accumulated
Amortization
(118) $
(30)
(59)
(207) $
Net Carrying
Value
191
40
124
355
Gross Carrying
Value
354 $
147
206
707 $
$
$
Accumulated
Amortization
(109) $
(84)
(54)
(247) $
Net Carrying
Value
245
63
152
460
Total amortization expense for intangible assets subject to amortization was $94 million, $120 million and $165 million in
2023, 2022 and 2021, respectively.
Based on the carrying value of definite-lived intangible assets as of December 31, 2023, we estimate our amortization expense
for the next five years will be as follows (in millions):
2024
2025
2026
2027
2028
$
Amortization
Expense
61
54
42
42
34
86
NOTE 8: ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following (in millions):
December 31,
Accounts payable
Accrued marketing expenses
Accrued compensation
Other accrued expenses1,2
Accounts payable and accrued expenses
2023
5,590 $
2,870
1,394
5,631
15,485 $
2022
5,307
2,778
1,087
6,577
15,749
$
$
1 Includes liabilities held for sale of $719 million and $160 million as of December 31, 2023 and 2022, respectively. Refer to Note 2.
2 Includes cash proceeds of $823 million as of December 31, 2022 received in advance of refranchising our bottling operations in Vietnam in
January 2023. Refer to Note 2.
NOTE 9: SUPPLY CHAIN FINANCE PROGRAM
Our current payment terms with the majority of our suppliers are 120 days. Two global financial institutions offer a voluntary
supply chain finance (“SCF”) program, which enables our suppliers, at their sole discretion, to sell their receivables from the
Company to these financial institutions on a non-recourse basis at a rate that leverages our credit rating and thus may be more
beneficial to them. The SCF program is available to suppliers of goods and services included in cost of goods sold and selling,
general and administrative expenses in our consolidated statement of income. The Company and our suppliers agree on
contractual terms for the goods and services we procure, including prices, quantities and payment terms, regardless of whether
the supplier elects to participate in the SCF program. The suppliers sell goods or services, as applicable, to the Company and
issue the associated invoices to the Company based on the agreed-upon contractual terms. Then, if they are participating in the
SCF program, our suppliers, at their sole discretion, determine which invoices, if any, they want to sell to the financial
institutions. Our suppliers’ voluntary inclusion of invoices in the SCF program has no bearing on our payment terms. No
guarantees are provided by the Company or any of our subsidiaries under the SCF program. We have no economic interest in a
supplier’s decision to participate in the SCF program, and we have no direct financial relationship with the financial
institutions, as it relates to the SCF program. Accordingly, amounts due to our suppliers that elected to participate in the SCF
program are included in the line item accounts payable and accrued expenses in our consolidated balance sheet. All activity
related to amounts due to suppliers that elected to participate in the SCF program is reflected within the operating activities
section of our consolidated statement of cash flows. As of December 31, 2023 and 2022, the amount of obligations outstanding
that the Company has confirmed as valid to the financial institutions under the SCF program was $1,421 million and
$1,351 million, respectively.
NOTE 10: LEASES
We have operating leases primarily for real estate, manufacturing and other equipment, aircraft and vehicles.
Balance sheet information related to operating leases is as follows (in millions):
December 31,
Operating lease ROU assets1
Current portion of operating lease liabilities2
Noncurrent portion of operating lease liabilities3
Total operating lease liabilities
2023
1,328 $
361 $
1,001
1,362 $
2022
1,406
341
1,113
1,454
$
$
$
1 Operating lease ROU assets are included in the line item other noncurrent assets in our consolidated balance sheets.
2 The current portion of operating lease liabilities is included in the line item accounts payable and accrued expenses in our consolidated
balance sheets.
3 The noncurrent portion of operating lease liabilities is included in the line item other noncurrent liabilities in our consolidated balance sheets.
We had operating lease costs of $397 million for both the years ended December 31, 2023 and 2022. During 2023 and 2022,
cash paid for amounts included in the measurement of operating lease liabilities was $389 million and $400 million,
respectively. Operating lease ROU assets obtained in exchange for operating lease obligations were $328 million and
$337 million for the years ended December 31, 2023 and 2022, respectively.
87
Information associated with the measurement of our operating lease liabilities as of December 31, 2023 is as follows:
Weighted-average remaining lease term
Weighted-average discount rate
8 years
3.4%
Our leases have remaining lease terms of 1 year to 41 years, inclusive of renewal or termination options that we are
reasonably certain to exercise.
The following table summarizes the maturities of our operating lease liabilities as of December 31, 2023 (in millions):
2024
2025
2026
2027
2028
Thereafter
Total operating lease payments
Less: Imputed interest
Total operating lease liabilities
$
Maturities of
Operating Lease
Liabilities
395
254
197
153
111
412
1,522
160
1,362
$
NOTE 11: DEBT AND BORROWING ARRANGEMENTS
Loans and Notes Payable
Loans and notes payable consist primarily of commercial paper issued in the United States. As of December 31, 2023 and 2022,
we had $4,209 million and $2,146 million, respectively, in outstanding commercial paper borrowings. Our weighted-average
interest rates for commercial paper outstanding were 5.3% and 4.2% as of December 31, 2023 and 2022, respectively. As of
December 31, 2023 and 2022, the Company also had $348 million and $227 million, respectively, in lines of credit, short-term
credit facilities and other short-term borrowings that were related to our international operations.
In addition, we had $6,159 million in unused lines of credit and other short-term credit facilities as of December 31, 2023, of
which $4,550 million was in corporate backup lines of credit for general purposes. These backup lines of credit expire at
various times through 2028. There were no borrowings under these corporate backup lines of credit during 2023. These credit
facilities are subject to normal banking terms and conditions. Some of the financial arrangements require compensating
balances, none of which was significant to our Company.
88
Long-Term Debt
The Company’s long-term debt consisted of the following (in millions except average rate data):
Fixed interest rate long-term debt:
U.S. dollar notes due 2024-2093
U.S. dollar debentures due 2023-2098
Australian dollar notes due 2024
Euro notes due 2024-2041
Swiss franc notes due 2028
Other, due through 20982
Fair value adjustments3
Total4,5
Less: Current portion
Long-term debt
December 31, 2023
December 31, 2022
Amount
Average Rate1
Amount
Average Rate1
$
$
21,982
788
374
12,888
684
1,763
(972)
37,507
1,960
35,547
3.2%
4.8
2.7
2.7
6.0
8.1
N/A
3.4%
$
$
21,966
891
374
12,485
623
1,906
(1,469)
36,776
399
36,377
2.5%
4.7
2.7
0.7
3.2
6.7
N/A
2.3%
1 Rates represent the weighted-average effective interest rate on the balances outstanding as of year end, as adjusted for the effective amount
of interest rate swap agreements and cross-currency swap agreements, if applicable. Refer to Note 5 for a more detailed discussion on
interest rate management.
2 As of December 31, 2023 and 2022, the amounts include $1,211 million and $1,368 million, respectively, of debt instruments related to our
bottling operations in Africa due through 2026.
3 Amounts represent the changes in fair values due to changes in benchmark interest rates. Refer to Note 5 for additional information about
our fair value hedging strategy.
4 As of December 31, 2023 and 2022, the fair value of our long-term debt, including the current portion, was $33,445 million and
$32,698 million, respectively.
5 The above notes and debentures include various restrictions, none of which was significant to our Company.
Total interest paid was $1,415 million, $848 million and $738 million in 2023, 2022 and 2021, respectively.
During 2021, the Company extinguished prior to maturity fixed interest rate U.S. dollar notes and euro notes of $6,500 million
and €2,430 million, respectively, with maturity dates ranging from 2023 to 2026 and interest rates ranging from 0.750% to
3.200%. These extinguishments resulted in associated charges of $559 million recorded in the line item interest expense in our
consolidated statement of income. These charges included the difference between the reacquisition price and the net carrying
value of the notes extinguished, including the impact of the related fair value hedging relationships. We also incurred charges of
$91 million as a result of the reclassification of related cash flow hedging balances from AOCI into income.
The following table summarizes the maturities of long-term debt for the five years succeeding December 31, 2023 (in millions):
2024
2025
2026
2027
2028
Maturities of
Long-Term Debt
1,960
$
1,070
1,810
4,616
2,770
NOTE 12: COMMITMENTS AND CONTINGENCIES
Guarantees
As of December 31, 2023, we were contingently liable for guarantees of indebtedness owed by third parties of $633 million, of
which $87 million was related to VIEs. Refer to Note 1 for additional information related to the Company’s maximum exposure
to loss due to our involvement with VIEs. Our guarantees are primarily related to third-party customers, bottlers and vendors
and arose through the normal course of business. These guarantees have various terms, and none of these guarantees is
individually significant. These amounts represent the maximum potential future payments that we could be required to make
under the guarantees. However, management has concluded that the likelihood of any significant amounts being paid by our
Company under these guarantees is not probable.
89
Concentrations of Credit Risk
We believe our exposure to concentrations of credit risk is limited due to the diverse geographic areas covered by our
operations.
Legal Contingencies
The Company is involved in various legal proceedings. We establish reserves for specific legal proceedings when we determine
that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has
also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no
estimate of possible losses can be made. Management believes that the total liabilities of the Company that may arise as a result
of currently pending legal proceedings (excluding tax audit claims) will not have a material adverse effect on the Company
taken as a whole.
Indemnifications
At the time we acquire or divest an ownership interest in an entity, we sometimes agree to indemnify the seller or buyer for
specific contingent liabilities. Management believes that any liability to the Company that may arise as a result of any such
indemnification agreements will not have a material adverse effect on the Company taken as a whole.
Tax Audits
The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. These uncertain tax
matters may result in the assessment of additional taxes. Refer to Note 15.
On September 17, 2015, the Company received a Statutory Notice of Deficiency (“Notice”) from the United States Internal
Revenue Service (“IRS”) seeking approximately $3.3 billion of additional federal income tax for years 2007 through 2009. In
the Notice, the IRS stated its intent to reallocate over $9 billion of income to the U.S. parent company from certain of its
foreign affiliates that the U.S. parent company licensed to manufacture, distribute, sell, market and promote its products in
certain non-U.S. markets.
The Notice concerned the Company’s transfer pricing between its U.S. parent company and certain of its foreign affiliates. IRS
rules governing transfer pricing require arm’s-length pricing of transactions between related parties such as the Company’s U.S.
parent and its foreign affiliates.
To resolve the same transfer pricing issue for the tax years 1987 through 1995, the Company and the IRS had agreed in 1996 on
an arm’s-length methodology for determining the amount of U.S. taxable income that the U.S. parent company would report as
compensation from its foreign licensees. The Company and the IRS memorialized this accord in a closing agreement resolving
that dispute (“Closing Agreement”). The Closing Agreement provided that, absent a change in material facts or circumstances
or relevant federal tax law, in calculating the Company’s income taxes going forward, the Company would not be assessed
penalties by the IRS for using the agreed-upon tax calculation methodology that the Company and the IRS agreed would be
used for the 1987 through 1995 tax years.
The IRS audited and confirmed the Company’s compliance with the agreed-upon Closing Agreement methodology in five
successive audit cycles for tax years 1996 through 2006.
The September 17, 2015 Notice from the IRS retroactively rejected the previously agreed-upon methodology for the 2007
through 2009 tax years in favor of an entirely different methodology, without prior notice to the Company. Using the new tax
calculation methodology, the IRS reallocated over $9 billion of income to the U.S. parent company from its foreign licensees
for tax years 2007 through 2009. Consistent with the Closing Agreement, the IRS did not assert penalties, and it has yet
to do so.
The IRS designated the Company’s matter for litigation on October 15, 2015. Litigation designation is an IRS determination
that forecloses to a company any and all alternative means for resolution of a tax dispute. As a result of the IRS’ designation of
the Company’s matter for litigation, the Company was forced to either accept the IRS’ newly imposed tax assessment and pay
the full amount of the asserted tax or litigate the matter in the federal courts. The matter remains subject to the IRS’ litigation
designation, preventing the Company from any attempt to settle or otherwise mutually resolve the matter with the IRS.
The Company consequently initiated litigation by filing a petition in the U.S. Tax Court (“Tax Court”) in December 2015,
challenging the tax adjustments enumerated in the Notice.
Prior to trial, the IRS increased its transfer pricing adjustment by $385 million, resulting in an additional tax adjustment of
$135 million. The Company obtained a summary judgment in its favor on a different matter related to Mexican foreign tax
credits, which thereafter effectively reduced the IRS’ potential tax adjustment by $138 million.
90
The trial was held in the Tax Court from March through May 2018, and final post-trial briefs were filed and exchanged in
April 2019.
On November 18, 2020, the Tax Court issued an opinion (“Opinion”) in which it predominantly sided with the IRS but agreed
with the Company that dividends previously paid by the foreign licensees to the U.S. parent company in reliance upon the
Closing Agreement should continue to be allowed to offset royalties, including those that would become payable to the
Company in accordance with the Opinion. On November 8, 2023, the Tax Court issued a supplemental opinion (together with
the original Tax Court opinion, “Opinions”), siding with the IRS in concluding both that the blocked-income regulations apply
to the Company’s operations and that the Tax Court opinion in 3M Co. & Subs. v. Commissioner (February 9, 2023) controlled
as to the validity of those regulations.
The Company believes that the IRS and the Tax Court misinterpreted and misapplied the applicable regulations in reallocating
income earned by the Company’s foreign licensees to increase the Company’s U.S. tax. Moreover, the Company believes that
the retroactive imposition of such tax liability using a calculation methodology different from that previously agreed upon by
the IRS and the Company, and audited by the IRS for over a decade, is unconstitutional. The Company intends to assert its
claims on appeal and vigorously defend its position.
In determining the amount of tax reserve to be recorded as of December 31, 2020, the Company completed the required two-
step evaluation process prescribed by Accounting Standards Codification 740, Accounting for Income Taxes. In doing so, we
consulted with outside advisors, and we reviewed and considered relevant laws, rules, and regulations, including, but not
limited to, the Opinions and relevant caselaw. We also considered our intention to vigorously defend our positions and assert
our various well-founded legal claims via every available avenue of appeal. We concluded, based on the technical and legal
merits of the Company’s tax positions, that it is more likely than not the Company’s tax positions will ultimately be sustained
on appeal. In addition, we considered a number of alternative transfer pricing methodologies, including the methodology
asserted by the IRS and affirmed in the Opinions (“Tax Court Methodology”), that could be applied by the courts upon final
resolution of the litigation. Based on the required probability analysis, we determined the methodologies we believe the federal
courts could ultimately order to be used in calculating the Company’s tax. As a result of this analysis, we recorded a tax reserve
of $438 million during the year ended December 31, 2020 related to the application of the resulting methodologies as well as
the different tax treatment applicable to dividends originally paid to the U.S. parent company by its foreign licensees, in
reliance upon the Closing Agreement, that would be recharacterized as royalties in accordance with the Opinions and the
Company’s analysis.
The Company’s conclusion that it is more likely than not the Company’s tax positions will ultimately be sustained on appeal is
unchanged as of December 31, 2023. However, we updated our calculation of the methodologies we believe the federal courts
could ultimately order to be used in calculating the Company’s tax. As a result of the application of the required probability
analysis to these updated calculations and the accrual of interest through the current reporting period, we updated our tax
reserve as of December 31, 2023 to $439 million.
While the Company strongly disagrees with the IRS’ positions and the portions of the Opinions affirming such positions, it is
possible that some portion or all of the adjustment proposed by the IRS and sustained by the Tax Court could ultimately be
upheld. In that event, the Company would likely be subject to significant additional liabilities for tax years 2007 through 2009,
and potentially also for subsequent years, which could have a material adverse impact on the Company’s financial position,
results of operations and cash flows.
The Company calculated the potential impact of applying the Tax Court Methodology to reallocate income from foreign
licensees potentially covered within the scope of the Opinions, assuming such methodology were to be ultimately upheld by the
courts, and the IRS were to decide to apply that methodology to subsequent years, with consent of the federal courts. This
impact would include taxes and interest accrued through December 31, 2023 for the 2007 through 2009 litigated tax years and
for subsequent tax years from 2010 through 2023. The calculations incorporated the estimated impact of correlative adjustments
to the previously accrued transition tax payable under the 2017 Tax Cuts and Jobs Act (“Tax Reform Act”). The Company
estimates that the potential aggregate incremental tax and interest liability could be approximately $16 billion as of
December 31, 2023. Additional income tax and interest would continue to accrue until the time any such potential liability, or
portion thereof, were to be paid. We currently project the continued application of the Tax Court Methodology in future years,
assuming similar facts and circumstances as of December 31, 2023, would result in an incremental annual tax liability that
would increase the Company’s effective tax rate by approximately 3.5%.
The Company and the IRS are now in the process of agreeing on the tax impacts of the Opinions. Subsequent to the completion
of this process, the Tax Court will render a decision in the case. The Company will have 90 days thereafter to file a notice of
appeal to the U.S. Court of Appeals for the Eleventh Circuit. The IRS will then seek to collect, and the Company expects to
pay, any additional tax related to the 2007 through 2009 tax years reflected in the Tax Court decision (and interest thereon). The
Company currently estimates that the payment to be made at that time related to the 2007 through 2009 tax years, which is
91
included in the above estimate of the potential aggregate incremental tax and interest liability, would be approximately
$5.8 billion (including interest accrued through December 31, 2023), plus any additional interest accrued through the time of
payment. Some or all of this amount, plus accrued interest, would be refunded if the Company were to prevail on appeal.
Risk Management Programs
The Company has numerous global insurance programs in place to help protect the Company from the risk of loss. In general,
we are self-insured for large portions of many different types of claims; however, we do use commercial insurance above our
self-insured retentions to reduce the Company’s risk of catastrophic loss. Our reserves for the Company’s self-insured losses are
estimated using actuarial methods and assumptions of the insurance industry, adjusted for our specific expectations based on
our claims history. Our self-insurance reserves totaled $197 million and $199 million as of December 31, 2023 and 2022,
respectively.
NOTE 13: STOCK-BASED COMPENSATION PLANS
Our Company grants long-term equity awards under its stock-based compensation plans to certain employees of the Company.
The Coca-Cola Company 2014 Equity Plan (“2014 Equity Plan”) was approved by shareowners in April 2014. Under the 2014
Equity Plan, a maximum of 500 million shares of our common stock was approved to be issued through the grant of equity
awards. The 2014 Equity Plan allows for grants of stock options, performance share units, restricted stock, restricted stock units
and other specified award types, including cash awards with performance-based vesting criteria. As of December 31, 2023,
there were 284 million shares available to be granted under the 2014 Equity Plan. In addition, there were 3 million shares
available for stock option and restricted stock award grants under plans approved by shareowners prior to 2014.
Total stock-based compensation expense was $251 million, $361 million and $337 million in 2023, 2022 and 2021,
respectively. In 2022, for certain employees who accepted voluntary separation from the Company as a result of the
restructuring of our North America operating unit, the Company provided cash payments designed to offset the loss of certain
equity awards and serve as a cash supplement to the employees upon the exercise of certain stock options. The stock-based
compensation expense in 2022 arising from the estimated cash payments was $5 million and was recorded in the line item other
operating charges, and the remaining stock-based compensation expense of $356 million was recorded in the line item selling,
general and administrative expenses in our consolidated statement of income. In 2023, the Company recorded stock-based
compensation expense of $254 million in the line item selling, general and administrative expenses in our consolidated
statement of income. This was partially offset by $3 million related to the revision of management’s estimates arising from the
settlement of the estimated cash payments recognized in 2022, which was recorded in the line item other operating charges in
our consolidated statement of income. Refer to Note 19 for additional information on the Company’s restructuring and strategic
realignment initiatives. All stock-based compensation expense in 2021 was recorded in the line item selling, general and
administrative expenses in our consolidated statement of income. The total income tax benefit recognized in our consolidated
statements of income related to total stock-based compensation expense was $40 million, $55 million and $60 million in 2023,
2022 and 2021, respectively.
As of December 31, 2023, we had $267 million of total unrecognized compensation cost related to nonvested stock-based
compensation awards granted under our plans, which we expect to recognize over a weighted-average period of 1.7 years as
stock-based compensation expense. This expected cost does not include the impact of any future stock-based compensation
awards.
92
Stock Option Awards
Stock option awards are generally granted with an exercise price equal to the average of the high and low market prices per
share of the Company’s stock on the grant date. The fair value of each stock option award is estimated using a Black-Scholes-
Merton option-pricing model and is expensed on a straight-line basis over the vesting period, which is generally four years.
The weighted-average fair value of stock options granted during the years ended December 31, 2023, 2022 and 2021 and the
weighted-average assumptions used in the Black-Scholes-Merton option-pricing model for such grants were as follows:
Year Ended December 31,
Fair value of stock options on grant date
Dividend yield1
Expected volatility2
Risk-free interest rate3
Expected term of stock options4
2023
$
9.84
$
3.0%
17.5%
4.1%
6 years
2022
8.23
2.8%
18.0%
1.9%
6 years
2021
$
5.08
3.3%
18.0%
0.9%
6 years
1 The dividend yield is the calculated yield on the closing market price per share of the Company’s stock on the grant date.
2 The expected volatility is based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s
stock and other factors.
3 The risk-free interest rate for the period matching the expected term of the stock options is based on the U.S. Treasury yield curve in effect
on the grant date.
4 The expected term of the stock options represents the period of time that stock options are expected to be outstanding and is derived by
analyzing historical exercise behavior.
Stock option awards generally expire 10 years after the grant date. The shares of common stock to be issued and/or sold upon
the exercise of stock options are made available from either authorized and unissued common stock or from treasury shares.
Since 2007, the Company has issued common stock under its stock-based compensation plans from treasury shares.
Stock option activity during the year ended December 31, 2023 was as follows:
Outstanding on January 1, 2023
Granted
Exercised
Forfeited/expired
Outstanding on December 31, 2023
Expected to vest
Exercisable on December 31, 2023
Shares
(In millions)
59 $
3
(14)
(1)
47 $
46 $
36 $
Weighted-
Average
Exercise Price
45.93
60.05
39.47
55.58
48.52
48.38
45.55
Weighted-
Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
(In millions)
4.7 years $
4.6 years $
3.7 years $
507
506
483
The total intrinsic value of the stock options exercised was $268 million, $534 million and $358 million in 2023, 2022 and
2021, respectively. The total number of stock options exercised was 14 million, 22 million and 19 million in 2023, 2022 and
2021, respectively.
Performance-Based Share Unit Awards
Performance share unit awards require achievement of certain performance criteria, which are predefined by the Talent and
Compensation Committee of our Board of Directors at the time of grant. For performance share unit awards granted from 2018
through 2022, the performance criteria were equally weighted among net operating revenues, earnings per share and free cash
flow over a predefined performance period of three years. For performance share unit awards granted to executives in 2022, and
for performance share unit awards granted to all participants in 2023, the performance criteria were weighted 30% for net
operating revenues, 30% for earnings per share, 30% for free cash flow and 10% for environmental sustainability. For purposes
of these performance criteria, earnings per share is diluted net income per share; free cash flow is net cash provided by
operating activities less purchases of property, plant and equipment; and environmental sustainability is comprised of
predefined goals related to the Company’s packaging and water security strategies. These performance criteria are adjusted for
certain items, if applicable, which are subject to Audit Committee approval. The purpose of these adjustments is to ensure a
consistent year-to-year comparison of the specific performance criteria. Performance share unit awards granted to executives in
2018 through 2022 and performance share unit awards granted to all participants in 2023 include a relative TSR modifier to
determine the final number of performance share units earned. The fair value of performance share units that include a TSR
93
modifier is determined using a Monte Carlo valuation model. For these awards, the number of performance share units earned
based on the certified achievement of the predefined performance criteria will be reduced or increased if the Company’s total
shareowner return over the performance period relative to a predefined group of companies falls outside of a predefined range.
The fair value of performance share units that do not include a TSR modifier is the closing market price per share of the
Company’s stock on the grant date less the present value of the expected dividends not received during the performance period.
The performance share unit awards will generally vest at the end of the respective performance period.
During 2021, in addition to granting performance share unit awards with a three-year performance period, the Company granted
emerging stronger performance share unit awards with a predefined performance period of two years. The award’s performance
criterion was earnings per share, and the award included a relative TSR modifier. Earnings per share for these purposes was
diluted net income per share adjusted for certain items, which were approved by the Audit Committee. The purpose of these
adjustments was to ensure a consistent year-to-year comparison of the performance criterion. These performance share unit
awards generally vested at the end of the two-year performance period.
For performance share unit awards, in the event the certified results equal the predefined performance criteria, the number of
performance share units earned will be equal to the target award. In the event the certified results exceed the predefined
performance criteria, additional performance share units up to the maximum award will be earned. In the event the certified
results fall below the predefined performance criteria but are at or above the minimum threshold, a reduced number of
performance share units will be earned. If the certified results fall below the minimum threshold, no performance share units
will be earned. Performance share unit awards do not entitle participants to vote or receive dividends until the performance
share units are settled in stock.
In the reporting period it becomes probable that the minimum performance threshold specified in the performance share unit
award will be achieved, we recognize compensation expense for the proportionate share of the total fair value of the
performance share units related to the vesting period that has already lapsed for the performance share units expected to vest.
The remaining fair value of the performance share units expected to vest is expensed on a straight-line basis over the remainder
of the vesting period. In the event the Company determines it is no longer probable that the minimum performance threshold
specified in the award will be achieved, we reverse all previously recognized compensation expense in the reporting period such
a determination is made.
Performance share units earned are generally settled in stock, except for certain circumstances such as death or disability, in
which case beneficiaries or employees are provided cash payments. As of December 31, 2023, nonvested performance share
units of approximately 1,567,000 and 1,287,000 were outstanding for the 2022-2024 and 2023-2025 performance periods,
respectively, based on the target award amounts.
The following table summarizes information about outstanding nonvested performance share units based on the target award
levels:
Nonvested on January 1, 2023
Granted
Vested1
Forfeited
Nonvested on December 31, 20232
Performance
Share Units
(In thousands)
3,706 $
1,323
(1,831)
(344)
2,854 $
Weighted-
Average
Grant Date
Fair Value
52.94
56.63
46.65
54.65
58.48
1 Represents the target level of performance share units vested as of December 31, 2023 for the 2021-2023 performance period. Upon
certification in February 2024 of the financial results for the performance periods, the final number of shares earned will be determined and
released.
2 The outstanding nonvested performance share units as of December 31, 2023 at the threshold award and maximum award levels were
approximately 1,139,000 and 6,781,000, respectively.
The weighted-average grant date fair value of performance share unit awards granted in 2023, 2022 and 2021 was $56.63,
$59.61 and $47.04, respectively.
94
The following table summarizes information about vested performance share units based on the certified award level:
Certified
Released during 2023
Forfeited during 2023
2020-2022 Annual Award
2021-2022
Emerging Stronger Award
Performance
Share Units
(In thousands)
3,029 $
(3,011)
(18)
Weighted-
Average
Grant Date
Fair Value
57.00
57.43
57.00
Performance
Share Units
(In thousands)
1,099 $
(1,091)
(8)
Weighted-
Average
Grant Date
Fair Value
48.36
48.36
48.36
The total intrinsic value of performance share units that were released was $244 million, $125 million and $237 million in
2023, 2022 and 2021, respectively.
Time-Based Restricted Stock and Restricted Stock Unit Awards
Time-based restricted stock and restricted stock unit awards granted under the 2014 Equity Plan do not entitle recipients to vote
or receive dividends during the vesting period and will be forfeited in the event of the recipient’s termination of employment,
except for certain circumstances such as death or disability. The fair value of restricted stock and restricted stock units is the
closing market price per share of the Company’s stock on the grant date less the present value of the expected dividends not
received during the vesting period. The fair value of the restricted stock and restricted stock units expected to vest and be
released is expensed on a straight-line basis over the vesting period.
The following table summarizes information about outstanding nonvested time-based restricted stock and restricted stock units:
Nonvested on January 1, 2023
Granted
Vested and released
Forfeited
Nonvested on December 31, 2023
Restricted Stock
and Restricted
Stock Units
(In thousands)
3,030 $
1,645
(865)
(317)
3,493 $
Weighted-
Average
Grant Date
Fair Value
52.35
54.70
54.66
52.43
52.91
NOTE 14: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Our Company sponsors a qualified pension plan covering substantially all U.S. employees as well as unfunded nonqualified
pension plans covering certain U.S. employees. Our Company also sponsors postretirement health care and life insurance
benefit plans covering certain U.S. employees. In addition, our Company and its subsidiaries have various pension plans and
other forms of postretirement benefit arrangements outside the United States.
As of December 31, 2023, the U.S. qualified pension plan represented 63% and 56% of the Company’s consolidated projected
benefit obligation and pension plan assets, respectively.
95
Obligations and Funded Status
The following table sets forth the changes in the benefit obligations and the fair value of plan assets for our pension and other
postretirement benefit plans (in millions):
Pension Plans
Other Postretirement Benefit Plans
Year Ended December 31,
Benefit obligation at beginning of year1
Service cost
Interest cost
Participant contributions
Foreign currency exchange rate changes
Amendments
Net actuarial loss (gain)2
Benefits paid
Divestitures
Settlements
Curtailments
Special termination benefits
Other
Benefit obligation at end of year1
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Participant contributions
Foreign currency exchange rate changes
Benefits paid
Settlements
Other
Fair value of plan assets at end of year
Net asset (liability) recognized
$
$
$
$
$
$
2023
6,376
94
322
5
27
—
375
(369)
—
(287) 3
—
1
—
6,544
7,158
537
44
5
76
(300)
(260) 3
—
7,260
716
$
$
$
$
2022
8,580
93
232
5
(152)
9
(1,891)
(500)
(2)
(26)
(1)
1
28
6,376
8,905
(1,101)
33
5
(258)
(427)
(26)
27
7,158
782
$
$
$
$
$
$
2023
495
4
27
9
(4)
1
14
(62)
—
(187) 4
—
—
—
297
373
17
—
7
—
(34)
(187) 4
—
176
$
(121) $
$
$
2022
696
7
17
11
(4)
—
(175)
(57)
—
—
—
—
—
495
419
(55)
—
9
—
—
—
—
373
(122)
1 For pension plans, the benefit obligation is the projected benefit obligation. For other postretirement benefit plans, the benefit obligation is
the accumulated postretirement benefit obligation. The accumulated benefit obligation for our pension plans was $6,463 million and
$6,307 million as of December 31, 2023 and 2022, respectively.
2 A change in the weighted-average discount rate assumption was the primary driver of net actuarial loss (gain) during 2023 and 2022. For our
U.S. qualified pension plan, a decrease in the discount rate resulted in an actuarial loss of $129 million during 2023, and an increase in the
discount rate resulted in an actuarial gain of $1,231 million during 2022. Additional drivers of net actuarial loss (gain) included other
assumption updates and plan experience.
3 Settlements primarily related to the U.S. qualified pension plan, which was amended in 2023 to provide lump sum payment options to all
former employees. The U.S. qualified pension plan made $259 million of lump sum payments in 2023, causing a plan settlement, which
resulted in recognition of a $76 million settlement charge related to the acceleration of existing unrecognized losses.
4 In 2023, the Company settled its U.S. post-65 other postretirement benefit obligations such that retiree reimbursement accounts will be
funded by an insurance company beginning January 1, 2025 for the lifetime of certain retirees and their eligible dependents. The transaction
resulted in no change to underlying benefits or plan administration, but only to the future financing of the benefits. Pursuant to the
settlement, the Company transferred $187 million of plan assets and liabilities to an insurer and recognized a $14 million net settlement
credit related to the acceleration of existing unrecognized gains.
96
Pension and other postretirement benefit plan amounts recognized in our consolidated balance sheets were as follows (in
millions):
December 31,
Other noncurrent assets
Accounts payable and accrued expenses
Other noncurrent liabilities
Net asset (liability) recognized
Pension Plans
Other Postretirement Benefit Plans
2023
1,543 $
(67)
(760)
716 $
2022
1,558
(70)
(706)
782
$
$
$
$
2023
— $
(4)
(117)
(121) $
2022
44
(17)
(149)
(122)
Certain of our pension plans have a projected benefit obligation in excess of the fair value of plan assets. For these plans, the
projected benefit obligation and the fair value of plan assets were as follows (in millions):
December 31,
Projected benefit obligation
Fair value of plan assets
$
2023
5,270 $
4,443
2022
972
197
Certain of our pension plans have an accumulated benefit obligation in excess of the fair value of plan assets. For these plans,
the accumulated benefit obligation and the fair value of plan assets were as follows (in millions):
December 31,
Accumulated benefit obligation
Fair value of plan assets
$
2023
5,165 $
4,379
2022
880
138
Certain of our other postretirement benefit plans have an accumulated postretirement benefit obligation in excess of the fair
value of plan assets. For these plans, the accumulated postretirement benefit obligation and the fair value of plan assets were as
follows (in millions):
December 31,
Accumulated postretirement benefit obligation
Fair value of plan assets
$
2023
297 $
176
2022
166
—
97
Pension Plan Assets
The following table presents total assets by asset class for our U.S. and non-U.S. pension plans (in millions):
December 31,
Cash and cash equivalents
Equity securities:
U.S.-based companies
International-based companies
Fixed-income securities:
Government bonds
Corporate bonds and debt securities
Mutual, pooled and commingled funds1
Hedge funds/limited partnerships
Real estate
Derivative financial instruments
Other
Total pension plan assets2
U.S. Pension Plans
Non-U.S. Pension Plans
2023
203 $
457
208
848
426
243
1,038
367
—
266
4,056 $
2022
473
509
285
793
384
304
915
417
—
256
4,336
$
$
2023
172 $
721
713
538
153
535
19
9
33
311
3,204 $
2022
162
679
654
445
115
463
21
7
(14)
290
2,822
$
$
1 Mutual, pooled and commingled funds include investments in equity securities, fixed-income securities and combinations of both. There are
a significant number of mutual, pooled and commingled funds from which investors can choose. The selection of the type of fund is dictated
by the specific investment objectives and needs of a given plan. These objectives and needs vary greatly between plans.
2 Fair value disclosures related to our pension plan assets are included in Note 17. Fair value disclosures include, but are not limited to, the
levels within the fair value hierarchy in which the fair value measurements in their entirety fall; a reconciliation of the beginning and ending
balances of Level 3 assets; and information about the valuation techniques and inputs used to measure the fair value of our pension plan
assets.
Investment Strategy for U.S. Pension Plan
The Company utilizes the services of investment managers to actively manage the assets of our U.S. qualified pension plan. We
have established asset allocation targets and investment guidelines with each investment manager. Our asset allocation targets
promote optimal expected return and volatility characteristics given the long-term time horizon for fulfilling the obligations of
the plan. Selection of the targeted asset allocation for U.S. pension plan assets is based upon a review of the expected return and
risk characteristics of each asset class, as well as the correlation of returns among asset classes. Our target allocation is a mix of
18% equity securities, 47% fixed-income securities and 35% alternative investments. We believe this target allocation will
enable us to achieve the following long-term investment objectives:
(1) optimize the long-term return on plan assets at an acceptable level of risk;
(2) maintain a broad diversification across asset classes and among investment managers; and
(3) maintain careful control of the risk level within each asset class.
The investment guidelines that have been established with each investment manager provide parameters within which the
investment managers agree to operate, including criteria that determine eligible and ineligible securities, diversification
requirements and credit quality standards, where applicable. Investment managers agree to obtain written approval for
deviations from stated investment style or guidelines. As of December 31, 2023, no investment manager was responsible for
more than 28% of total U.S. pension plan assets.
Our target allocation of 18% equity securities is composed of 81% global equities, 11% emerging market equities and 8%
domestic small-cap and mid-cap equities. Optimal returns through our investments in global equities are achieved through
security selection as well as country and sector diversification. As of December 31, 2023, investments in our common stock
accounted for 9% of total global equities and 5% of total U.S. pension plan assets. Our investments in global equities are
intended to provide diversified exposure to both U.S. and non-U.S. equity markets. Our investments in both emerging market
equities and domestic small-cap and mid-cap equities may experience large swings in their market value. Our investments in
these asset classes are selected based on capital appreciation potential.
Our target allocation of 47% fixed-income securities is composed of 62% long-duration bonds and 38% with multi-strategy
alternative credit managers. Long-duration bonds are intended to provide a stable rate of return through investments in high-
quality publicly traded debt securities. Our investments in long-duration bonds are diversified in order to mitigate duration and
98
credit exposure. Multi-strategy alternative credit managers invest in a combination of high-yield bonds, bank loans, structured
credit and emerging market debt. These investments are in lower-rated and non-rated debt securities, which generally produce
higher returns compared to long-duration bonds and also help diversify our overall fixed-income portfolio.
Our target allocation for alternative investments is 35%. These alternative investments include hedge funds, reinsurance, private
equity limited partnerships, leveraged buyout funds, international venture capital partnerships and real estate. The objective of
investing in alternative investments is to provide a higher rate of return than that which is typically available from publicly
traded equity securities. Alternative investments are inherently illiquid and require a long-term perspective in evaluating
investment performance.
Investment Strategy for Non-U.S. Pension Plans
The long-term target allocation for 66% of our international subsidiaries’ pension plan assets, primarily certain of our European
and Canadian plans, is 60% equity securities, 29% fixed-income securities and 11% other investments. The actual allocation for
the remaining 34% of the Company’s international subsidiaries’ pension plan assets consisted of 40% mutual, pooled and
commingled funds; 23% fixed-income securities; 2% equity securities; and 35% other investments as of December 31, 2023.
The investment strategies for our international subsidiaries’ pension plans vary greatly, and in some instances are influenced by
local law. None of our pension plans outside the United States is individually significant for separate disclosure.
Other Postretirement Benefit Plan Assets
Plan assets associated with other postretirement benefits primarily represent funding of one of the U.S. postretirement health
care benefit plans through a Voluntary Employee Beneficiary Association (“VEBA”), a tax-qualified trust. The VEBA assets
are primarily invested in liquid assets due to the level and timing of expected future benefit payments.
The following table presents total assets by asset class for our other postretirement benefit plans (in millions):
December 31,
Cash and cash equivalents
Equity securities:
U.S.-based companies
International-based companies
Fixed-income securities:
Government bonds
Corporate bonds and debt securities
Mutual, pooled and commingled funds
Hedge funds/limited partnerships
Real estate
Other
Total other postretirement benefit plan assets1
$
$
2023
10 $
73
4
14
7
39
18
6
5
176 $
2022
43
133
4
12
71
86
14
6
4
373
1 Fair value disclosures related to our other postretirement benefit plan assets are included in Note 17. Fair value disclosures include, but are
not limited to, the levels within the fair value hierarchy in which the fair value measurements in their entirety fall and information about the
valuation techniques and inputs used to measure the fair value of our other postretirement benefit plan assets.
99
Components of Net Periodic Benefit Cost (Income)
Net periodic benefit cost or income for our pension and other postretirement benefit plans consisted of the following (in
millions):
Pension Plans
Other Postretirement Benefit Plans
Year Ended December 31,
Service cost
2023
2022
2021
2023
$
94
$
93
$
97
$
4
$
Interest cost
Expected return on plan assets1
Amortization of prior service cost
(credit)
Amortization of net actuarial loss
(gain)2
Net periodic benefit cost (income)
Settlement charges (credits)
Curtailment credits
Special termination benefits
Other
322
(475)
1
96
38
81 3
—
1
—
232
(558)
—
109
(124)
(1)
(1)
1
1
183
(606)
—
146
(180)
117 4
(1)
3
—
27
(14)
(3)
(5)
9
(14) 5
—
—
—
2022
7 $
17
(16)
(3)
—
5
—
—
—
—
Total cost (income)
$
120
$
(124) $
(61) $
(5) $
5 $
2021
9
15
(17)
(2)
4
9
—
(1)
—
—
8
1 The Company has elected to use the actual fair value of plan assets as the market-related value of plan assets in the determination of the
expected return on plan assets.
2 Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10% of the greater of the benefit
obligation and the market-related value of assets. Gains and losses in excess of the corridor are generally amortized over the average future
working lifetime of the plan participants.
3 Settlements primarily related to the U.S. qualified pension plan, which was amended in 2023 to provide lump sum payment options to all
former employees. The U.S. qualified pension plan made $259 million of lump sum payments in 2023, causing a plan settlement, which
resulted in recognition of a $76 million settlement charge related to the acceleration of existing unrecognized losses.
4 Settlement charges were primarily related to our strategic realignment initiatives. Refer to Note 19.
5 In 2023, the Company settled its U.S. post-65 other postretirement benefit obligations such that retiree reimbursement accounts will be
funded by an insurance company beginning January 1, 2025 for the lifetime of certain retirees and their eligible dependents. The transaction
resulted in no change to underlying benefits or plan administration, but only to the future financing of the benefits. Pursuant to the
settlement, the Company transferred $187 million of plan assets and liabilities to an insurer and recognized a $14 million net settlement
credit related to the acceleration of existing unrecognized gains.
All of the amounts in the table above, other than service cost, were recorded in the line item other income (loss) — net in our
consolidated statements of income.
Impact on Accumulated Other Comprehensive Income
The following table sets forth the pretax changes in AOCI for our pension and other postretirement benefit plans (in millions):
Year Ended December 31,
Balance in AOCI at beginning of year
Recognized prior service cost (credit)
Recognized net actuarial loss (gain)
Prior service cost occurring during the year
Net actuarial gain (loss) occurring during the year
Net foreign currency translation adjustments
Balance in AOCI at end of year
Pension Plans
Other Postretirement Benefit Plans
2023
(1,755) $
1
177
—
(313)
(16)
(1,906) $
2022
(2,125) $
—
107
(9)
232
40
(1,755) $
$
$
2023
95 $
(3)
(19)
(1)
(12)
1
61 $
2022
(4)
(3)
—
—
104
(2)
95
100
The following table sets forth the pretax amounts in AOCI for our pension and other postretirement benefit plans (in millions):
December 31,
Prior service credit (cost)
Net actuarial gain (loss)
Balance in AOCI at end of year
Assumptions
Pension Plans
Other Postretirement Benefit Plans
2023
(17) $
(1,889)
(1,906) $
2022
(17) $
(1,738)
(1,755) $
$
$
2023
20 $
41
61 $
2022
24
71
95
Certain weighted-average assumptions used in computing the benefit obligations for our pension and other postretirement
benefit plans were as follows:
December 31,
Discount rate
Interest crediting rate
Rate of increase in compensation levels
Pension Plans
Other Postretirement Benefit Plans
2023
5.00%
3.75%
4.00%
2022
5.50%
4.00%
3.75%
2023
6.25%
N/A
N/A
2022
6.00%
N/A
N/A
Certain weighted-average assumptions used in computing net periodic benefit cost or income were as follows:
Year Ended December 31,
Discount rate
Interest crediting rate
Rate of increase in compensation levels
Expected long-term rate of return on plan assets
Pension Plans
Other Postretirement Benefit Plans
2023
5.50%
4.00%
3.75%
6.75%
2022
3.00%
3.00%
3.75%
7.00%
2021
2.50%
3.00%
3.75%
7.25%
2023
6.00%
N/A
N/A
3.75%
2022
3.25%
N/A
N/A
4.00%
2021
2.75%
N/A
N/A
4.25%
The discount rate assumption used to account for pension and other postretirement benefit plans reflects the rate at which the
benefit obligations could be effectively settled. The discount rate for U.S. and certain non-U.S. plans is determined using a
matching technique whereby the rates of a yield curve, developed from high-quality debt securities, are applied to projected
benefit cash flows to determine the appropriate effective discount rate. For other non-U.S. plans, we base the discount rate
assumption on comparable indices within each of the countries. The Company measures the service cost and interest cost
components of net periodic benefit cost or income for pension and other postretirement benefit plans by applying the specific
spot rates along the yield curve to the plans’ projected benefit cash flows. The rate of compensation increase assumption is
determined by the Company based upon annual reviews.
101
The cash balance interest crediting rate for the U.S. qualified pension plan is based on the yield on six-month U.S. Treasury
bills on the last day of September of the previous plan year, plus 150 basis points, with a minimum interest crediting rate of
3.80% for all active employees and certain former employees. The Company assumes that the ultimate interest crediting rate is
140 basis points lower than the plan’s year-end discount rate and that the current interest crediting rate will converge with the
ultimate interest crediting rate after a period of 10 years.
The expected long-term rate of return assumption for U.S. pension plan assets is based upon the target asset allocation and is
determined using forward-looking assumptions in the context of historical returns and volatilities for each asset class, as well as
correlations among asset classes. We evaluate the expected long-term rate of return assumption on an annual basis. The
expected long-term rate of return assumption used in computing 2023 net periodic benefit income for the U.S. pension plans
was 6.75%. As of December 31, 2023, the 5-year, 10-year and 15-year annualized return for the U.S. pension plan assets was
6.7%, 6.1% and 8.3%, respectively. The annualized return since inception was 9.9%.
The weighted-average assumptions for health care cost trend rates were as follows:
December 31,
Health care cost trend rate assumed for next year
Rate to which the trend rate is assumed to decline (the ultimate trend rate)
Year that the trend rate reaches the ultimate trend rate
2023
8.50%
6.00%
2029
2022
8.25%
5.50%
2030
We review external data and our own historical trends for health care costs to determine the health care cost trend rate
assumptions. The Company’s U.S. postretirement health care benefits are primarily provided through plans with either a capped
Company cost or a defined-dollar benefit. This limits the effects of health care inflation on the Company.
Cash Flows
The expected benefit payments for our pension and other postretirement benefit plans for the 10 years succeeding December 31,
2023 are as follows (in millions):
Benefit payments for pension plans
Benefit payments for other postretirement
benefit plans
Total
$
$
2024
654 $
49
703 $
2025
615 $
29
644 $
2026
611 $
27
638 $
2027
614 $
24
638 $
2028
489 $
2029-2033
2,421
23
512 $
99
2,520
The Company anticipates making contributions of approximately $47 million to our pension trusts in 2024, all of which will be
allocated to our international plans. These contributions are made in accordance with local laws and tax regulations.
Defined Contribution Plans
Our Company sponsors qualified defined contribution plans covering substantially all U.S. employees. Under the largest U.S.
defined contribution plan, we match participants’ contributions up to a maximum of 3.0% to 3.5% of compensation, subject to
an IRS limit on compensation. The Company’s expense for the U.S. plans totaled $44 million, $45 million and $32 million in
2023, 2022 and 2021, respectively. We also sponsor defined contribution plans in certain locations outside the United States.
The Company’s expense for these plans totaled $82 million in 2023 and $79 million in both 2022 and 2021.
Multi-Employer Retirement Plans
The Company participates in various multi-employer retirement plans, which are designed to provide benefits to, or on behalf
of, employees of multiple employers. These plans are typically established under collective bargaining agreements. Multi-
employer retirement plans are generally governed by a board of trustees composed of representatives of both management and
labor and are generally funded through employer contributions.
The Company’s expense for multi-employer retirement plans totaled $1 million in 2023, 2022 and 2021. The plans we currently
participate in have contractual arrangements that extend into 2026. If, in the future, we choose to withdraw from any of the
multi-employer retirement plans in which we currently participate, we would record the appropriate withdrawal liability, if any,
at that time.
102
NOTE 15: INCOME TAXES
Income before income taxes consisted of the following (in millions):
Year Ended December 31,
United States
International
Total
Income taxes consisted of the following (in millions):
2023
2,766
10,186
12,952
$
$
2022
3,452
8,234
11,686
$
$
2021
3,538
8,887
12,425
$
$
2023
Current
Deferred
2022
Current
Deferred
2021
Current
Deferred
United States
State and Local
International
Total
$
$
$
83 $
(135)
468 $
(121)
243 $
229
129 $
(78)
118 $
(4)
106 $
(10)
$
$
2,039
211
1,651
3
2,251
(2)
2,237
(122)
1,378
$
675 1
1,727
894
1 Includes net tax expense of $195 million related to changes in tax laws in certain foreign jurisdictions.
We made income tax payments of $2,580 million, $2,403 million and $2,168 million in 2023, 2022 and 2021, respectively,
which included $723 million, $385 million, and $385 million, respectively, of the one-time transition tax required by the Tax
Reform Act.
Our effective tax rate reflects the tax benefits of having significant operations outside the United States, which are generally
taxed at rates lower than the statutory U.S. federal tax rate. As a result of employment actions and capital investments made by
the Company, certain tax jurisdictions provide income tax incentive grants, including Brazil, Costa Rica, Singapore and
Eswatini. The terms of these grants expire from 2025 to 2036. We anticipate that we will be able to extend or renew the grants
in these locations. Tax incentive grants favorably impacted our income tax expense by $332 million, $406 million and
$381 million for the years ended December 31, 2023, 2022 and 2021, respectively. In addition, our effective tax rate reflects the
benefits of having significant earnings generated in investments accounted for under the equity method.
A reconciliation of the statutory U.S. federal tax rate and our effective tax rate is as follows:
Year Ended December 31,
Statutory U.S. federal tax rate
State and local income taxes — net of federal benefit
Earnings in jurisdictions taxed at rates different from the statutory U.S.
federal tax rate
Equity income or loss
Excess tax benefits on stock-based compensation
Other — net
Effective tax rate
2023
21.0%
1.1
(0.3)
(2.1)
(0.3)
(2.0)
17.4%
1
2022
21.0%
1.4
(0.6)
(2.7)
(0.7)
(0.3)
18.1%
2021
21.0%
1.1
2
3
2.3
(2.0)
(0.5)
(0.8)
21.1%
1 Includes net tax benefit of $118 million (or a 0.9% impact on our effective tax rate) related to domestic provision to return adjustments, as
well as for various discrete tax items. Also includes a tax benefit of $88 million (or a 0.7% impact on our effective tax rate) associated with
the change in the Company’s indefinite reinvestment assertion for our Philippines and Bangladesh bottling operations.
2 Includes net tax charges of $375 million (or a 3.0% impact on our effective tax rate) related to changes in tax laws in certain foreign
jurisdictions, amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, in various
international jurisdictions, as well as other discrete items.
3 Includes a tax benefit of $14 million (or a 1.5% impact on our effective tax rate) associated with the $834 million gain recorded upon the
acquisition of the remaining ownership interest in BodyArmor. Refer to Note 2.
As of December 31, 2023, we have not recorded incremental income taxes for additional outside basis differences of
$8.5 billion in our investments in foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign
103
operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis differences in
these entities is not practicable.
The Global Intangible Low-Taxed Income (“GILTI”) provisions of the Tax Reform Act require the Company to include in its
U.S. income tax return each foreign subsidiary’s earnings in excess of an allowable return on the foreign subsidiary’s tangible
assets. An accounting policy election is available to either account for the tax effects of GILTI in the period that is subject to
such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes. We
have elected to account for the tax effects of these provisions in the period that is subject to such tax and the impact is reflected
in our full year provision.
The Company and its subsidiaries file income tax returns in all applicable jurisdictions, including the U.S. federal jurisdiction,
U.S. state jurisdictions and foreign jurisdictions. U.S. tax authorities have completed their federal income tax examinations for
all years prior to 2007. With respect to U.S. state jurisdictions and foreign jurisdictions, with limited exceptions, the Company
and its subsidiaries are no longer subject to income tax audits for years prior to 2007. For U.S. federal and state tax purposes,
the net operating losses and tax credit carryovers that were acquired in connection with our acquisition of Coca-Cola
Enterprises Inc.’s former North America business and that were generated from 1990 through 2010 are subject to adjustments
until the year in which they are utilized is no longer subject to examination. Although the outcome of tax audits is always
uncertain, the Company believes that adequate amounts of tax, including interest and penalties, have been provided for in
accordance with the applicable accounting guidance.
On November 18, 2020, the Tax Court issued the Opinion regarding the Company’s 2015 litigation with the IRS involving
transfer pricing tax adjustments in which the court predominantly sided with the IRS. On November 8, 2023, the Tax Court
issued a supplemental opinion, siding with the IRS in concluding both that the blocked-income regulations apply to the
Company’s operations and that the Tax Court opinion in 3M Co. & Subs. v. Commissioner (February 9, 2023) controlled as to
the validity of those regulations. The Company strongly disagrees with the Opinions and intends to vigorously defend its
position. Refer to Note 12.
As of December 31, 2023, the gross amount of unrecognized tax benefits was $929 million. If the Company were to prevail on
all uncertain tax positions, the net effect would be a benefit of $632 million, exclusive of any benefits related to interest and
penalties. The remaining $297 million primarily represents tax benefits that would be received in different tax jurisdictions in
the event the Company did not prevail on all uncertain tax positions.
A reconciliation of the changes in the gross amount of unrecognized tax benefits is as follows (in millions):
Year Ended December 31,
Balance of unrecognized tax benefits at beginning of year
Increase related to prior period tax positions
Decrease related to prior period tax positions
Increase related to current period tax positions
Decrease related to settlements with taxing authorities
Decrease due to lapse of the applicable statute of limitations
Effect of foreign currency translation
Balance of unrecognized tax benefits at end of year
$
$
2023
926 $
2
(25)
32
—
(2)
(4)
929 $
2022
906 $
6
—
38
(2)
—
(22)
926 $
2021
915
9
(50)
37
(4)
—
(1)
906
The Company recognizes interest and penalties related to unrecognized tax benefits in the line item income taxes in our
consolidated statement of income. The Company had $544 million, $496 million and $453 million in interest and penalties
related to unrecognized tax benefits accrued as of December 31, 2023, 2022 and 2021, respectively. Of these amounts, expense
of $48 million, $43 million and $62 million was recognized in 2023, 2022 and 2021, respectively. If the Company were to
prevail on all uncertain tax positions, the reversal of this accrual would be a benefit to the Company’s effective tax rate.
It is expected that the amount of unrecognized tax benefits will change in the next 12 months; however, we do not expect any
changes will have a significant impact on our consolidated statement of income or consolidated balance sheet. These changes
may be the result of settlements of ongoing audits, statute of limitations expiring or final settlements in transfer pricing matters
that are the subject of litigation. Currently, an estimate of the range of the reasonably possible outcomes cannot be made.
104
The tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities consisted of the
following (in millions):
December 31,
Deferred tax assets:
Property, plant and equipment
Trademarks and other intangible assets
Equity method investments (including net foreign currency translation adjustments)
Derivative financial instruments
Other liabilities
Benefit plans
Net operating loss carryforwards
Other
Gross deferred tax assets
Valuation allowances
Total deferred tax assets
Deferred tax liabilities:
Property, plant and equipment
Trademarks and other intangible assets
Equity method investments (including net foreign currency translation adjustments)
Derivative financial instruments
Other liabilities
Benefit plans
Other
Total deferred tax liabilities
Net deferred tax assets (liabilities)
2023
2022
$
$
$
$
$
25 $
1,414
239
156
1,709
554
273
445
4,815
(396)
4,419 $
(748) $
(1,917)
(1,633)
(282)
(330)
(428)
(159)
(5,497) $
(1,078) $
40
1,617
366
207
1,503
522
248
530
5,033
(424)
4,609
(741)
(1,843)
(1,632)
(488)
(372)
(490)
(211)
(5,777)
(1,168)
As of December 31, 2023 and 2022, we had net deferred tax assets of $273 million and $398 million, respectively, located in
countries outside the United States.
As of December 31, 2023, we had $1,705 million of loss carryforwards available to reduce future taxable income. Loss
carryforwards of $383 million must be utilized within the next five years, and the remainder can be utilized over a period
greater than five years.
An analysis of our deferred tax asset valuation allowances is as follows (in millions):
Year Ended December 31,
Balance at beginning of year
Additions
Deductions
Balance at end of year
$
$
2023
424 $
28
(56)
396 $
2022
401 $
47
(24)
424 $
2021
406
25
(30)
401
The Company’s deferred tax asset valuation allowances are primarily the result of uncertainties regarding the future realization
of recorded tax benefits on tax loss carryforwards and foreign tax credit carryforwards from operations in various jurisdictions
and basis differences in certain equity investments. Current evidence does not suggest that we will realize sufficient taxable
income of the appropriate character within the carryforward period to allow us to realize these deferred tax benefits. If we were
to identify and implement tax planning strategies to recover these deferred tax assets or generate sufficient income of the
appropriate character in these jurisdictions in the future, it could lead to the reversal of these valuation allowances and a
reduction of income tax expense. The Company believes that it will generate sufficient future taxable income to realize the tax
benefits related to the remaining net deferred tax assets in our consolidated balance sheet.
In 2023, the Company recognized a net decrease of $28 million in its valuation allowances, primarily due to net decreases in the
deferred tax assets and related valuation allowances on a certain equity method investment, certain excess foreign tax credit
carryforwards and the changes in net operating losses in the normal course of business.
105
In 2022, the Company recognized a net increase of $23 million in its valuation allowances. The increase was primarily due to
significant negative evidence on the utilization of excess foreign tax credits generated in the current year. The increase was also
due to net increases in the deferred tax assets and related valuation allowances on certain equity method investments and the
changes in net operating losses in the normal course of business.
In 2021, the Company recognized a net decrease of $5 million in its valuation allowances. The decrease was primarily due to
net decreases in the deferred tax assets and related valuation allowances on certain equity method investments and the changes
in net operating losses in the normal course of business.
NOTE 16: OTHER COMPREHENSIVE INCOME
AOCI attributable to shareowners of The Coca-Cola Company is separately presented in our consolidated balance sheet as a
component of The Coca-Cola Company’s shareowners’ equity, which also includes our proportionate share of equity method
investees’ AOCI. OCI attributable to noncontrolling interests is allocated to, and included in, our consolidated balance sheet as
part of the line item equity attributable to noncontrolling interests.
AOCI attributable to shareowners of The Coca-Cola Company consisted of the following, net of tax (in millions):
December 31,
Net foreign currency translation adjustments
Accumulated net gains (losses) on derivatives
Unrealized net gains (losses) on available-for-sale debt securities
Adjustments to pension and other postretirement benefit liabilities
Accumulated other comprehensive income (loss)
2023
(12,726) $
(154)
(1)
(1,394)
(14,275) $
2022
(13,609)
24
(25)
(1,285)
(14,895)
$
$
The following table summarizes the allocation of total comprehensive income between shareowners of The Coca-Cola
Company and noncontrolling interests (in millions):
Year Ended December 31, 2023
Consolidated net income
Other comprehensive income:
Shareowners of
The Coca-Cola Company
$
10,714 $
Net foreign currency translation adjustments
Net gains (losses) on derivatives1
Net change in unrealized gains (losses) on available-for-sale debt
securities2
Net change in pension and other postretirement benefit liabilities3
Total comprehensive income
$
883
(178)
24
(109)
11,334 $
Noncontrolling
Interests
(11) $
(147)
—
—
—
(158) $
Total
10,703
736
(178)
24
(109)
11,176
1 Refer to Note 5 for additional information related to the net gains or losses on derivative instruments.
2 Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
3 Refer to Note 14 for additional information related to the Company’s pension and other postretirement benefit liabilities.
106
The following tables present OCI attributable to shareowners of The Coca-Cola Company, including our proportionate share of
equity method investees’ OCI (in millions):
2023
Foreign currency translation adjustments:
Translation adjustments arising during the year
Reclassification adjustments recognized in net income
Gains (losses) on intra-entity transactions that are of a long-term investment nature
Gains (losses) on net investment hedges arising during the year1
Net foreign currency translation adjustments
Derivatives:
Gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net gains (losses) on derivatives1
Available-for-sale debt securities:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net change in unrealized gains (losses) on available-for-sale debt securities2
Pension and other postretirement benefit liabilities:
Net pension and other postretirement benefit liabilities arising during the year
Reclassification adjustments recognized in net income
Net change in pension and other postretirement benefit liabilities3
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
2022
Foreign currency translation adjustments:
Translation adjustments arising during the year
Reclassification adjustments recognized in net income
Gains (losses) on intra-entity transactions that are of a long-term investment nature
Gains (losses) on net investment hedges arising during the year1
Net foreign currency translation adjustments
Derivatives:
Gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net gains (losses) on derivatives1
Available-for-sale debt securities:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net change in unrealized gains (losses) on available-for-sale debt securities2
Pension and other postretirement benefit liabilities:
Net pension and other postretirement benefit liabilities arising during the year
Reclassification adjustments recognized in net income
Net change in pension and other postretirement benefit liabilities3
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
Before-Tax
Amount
Income Tax
After-Tax
Amount
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
366 $
223
712
(382)
919 $
(194) $
(10)
(204) $
28 $
7
35 $
(314) $
157
(157) $
(131) $
—
—
95
(36) $
23 $
3
26 $
(10) $
(1)
(11) $
80 $
(32)
48 $
235
223
712
(287)
883
(171)
(7)
(178)
18
6
24
(234)
125
(109)
593 $
27 $
620
(125) $
200
(1,419)
741
(603) $
(226) $
—
—
(185)
(411) $
(351)
200
(1,419)
556
(1,014)
165 $
(161)
4 $
(69) $
131
62 $
420 $
104
524 $
(40) $
40
— $
4 $
(29)
(25) $
(90) $
(26)
(116) $
125
(121)
4
(65)
102
37
330
78
408
(13) $
(552) $
(565)
107
2021
Foreign currency translation adjustments:
Translation adjustments arising during the year
Reclassification adjustments recognized in net income
Gains (losses) on intra-entity transactions that are of a long-term investment nature
Gains (losses) on net investment hedges arising during the year1
Reclassification adjustments for net investment hedges recognized in net income
Net foreign currency translation adjustments
Derivatives:
Gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net gains (losses) on derivatives1
Available-for-sale debt securities:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net change in unrealized gains (losses) on available-for-sale debt securities2
Pension and other postretirement benefit liabilities:
Net pension and other postretirement benefit liabilities arising during the year
Reclassification adjustments recognized in net income
Net change in pension and other postretirement benefit liabilities3
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
Before-Tax
Amount
Income Tax
After-Tax
Amount
$
$
$
$
$
$
$
$
$
263 $
257
(1,798)
918
4
(356) $
19 $
—
—
(230)
—
(211) $
282
257
(1,798)
688
4
(567)
160 $
124
284 $
(141) $
4
(137) $
(41) $
(29)
(70) $
48 $
(1)
47 $
653 $
265
918 $
(138) $
(66)
(204) $
119
95
214
(93)
3
(90)
515
199
714
709 $
(438) $
271
1 Refer to Note 5 for additional information related to the net gains or losses on derivative instruments.
2 Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
3 Refer to Note 14 for additional information related to the Company’s pension and other postretirement benefit liabilities.
108
The following table presents the reclassifications from AOCI into income recorded during the year ended December 31, 2023
(in millions):
Description of AOCI Component
Foreign currency translation adjustments:
Divestitures, deconsolidations and other1
Derivatives:
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Available-for-sale debt securities:
Sale of debt securities
Pension and other postretirement benefit liabilities:
Divestitures, deconsolidations and other2
Settlement charges (credits)
Recognized net actuarial loss (gain)
Recognized prior service cost (credit)
Financial Statement Line Item Impacted
Amount Reclassified
from AOCI
Other income (loss) — net
Income before income taxes
Income taxes
Consolidated net income
Net operating revenues
Other income (loss) — net
Interest expense
Income before income taxes
Income taxes
Consolidated net income
Other income (loss) — net
Income before income taxes
Income taxes
Consolidated net income
Other income (loss) — net
Other income (loss) — net
Other income (loss) — net
Other income (loss) — net
Income before income taxes
Income taxes
Consolidated net income
$
$
$
$
$
$
$
$
223
223
—
223
3
(17)
4
(10)
3
(7)
7
7
(1)
6
1
67
91
(2)
157
(32)
125
1 Related to the refranchising of our bottling operations in Vietnam and the sale of our ownership interest in our equity method investees in
Pakistan and Indonesia. Refer to Note 2.
2 Related to the sale of our ownership interest in our equity method investee in Pakistan. Refer to Note 2.
NOTE 17: FAIR VALUE MEASUREMENTS
U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market
participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level
hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable
inputs. The three levels of inputs used to measure fair value are as follows:
• Level 1 — Quoted prices in active markets for identical assets or liabilities.
• Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this
level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities
in active markets, or other inputs that are observable or can be corroborated by observable market data.
• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar
techniques that use significant unobservable inputs.
109
Recurring Fair Value Measurements
In accordance with U.S. GAAP, certain assets and liabilities are required to be recorded at fair value on a recurring basis. For
our Company, the only assets and liabilities that are adjusted to fair value on a recurring basis are investments in equity
securities with readily determinable fair values, debt securities classified as trading or available-for-sale, derivative financial
instruments and our contingent consideration liability. Additionally, the Company adjusts the carrying value of certain long-
term debt as a result of the Company’s fair value hedging strategy.
Investments in Debt and Equity Securities
The fair values of our investments in debt and equity securities using quoted market prices from daily exchange traded markets
are based on the closing price as of the balance sheet date and are classified as Level 1. The fair values of our investments in
debt and equity securities classified as Level 2 are priced using quoted market prices for similar instruments or nonbinding
market prices that are corroborated by observable market data. Inputs into these valuation techniques include actual trade data,
benchmark yields, broker/dealer quotes and other similar data. These inputs are obtained from quoted market prices,
independent pricing vendors or other sources.
Derivative Financial Instruments
The fair values of our futures contracts are primarily determined using quoted contract prices on futures exchange markets. The
fair values of these instruments are based on the closing contract prices as of the balance sheet date and are classified as
Level 1.
The fair values of our derivative instruments other than futures are determined using standard valuation models. The significant
inputs used in these models are readily available in public markets, or can be derived from observable market transactions, and
therefore have been classified as Level 2. Inputs used in these standard valuation models for derivative instruments other than
futures include the applicable exchange rates, forward rates, interest rates, discount rates and commodity prices. The standard
valuation model for options also uses implied volatility as an additional input. The discount rates are based on the historical
U.S. Deposit or U.S. Treasury rates, and the implied volatility specific to options is based on quoted rates from financial
institutions.
Included in the fair values of derivative instruments is an adjustment for nonperformance risk. The adjustment is based on
current credit default swap (“CDS”) rates applied to each contract, by counterparty. We use our counterparty’s CDS rate when
we are in an asset position and our own CDS rate when we are in a liability position. The adjustment for nonperformance risk
did not have a significant impact on the estimated fair values of our derivative instruments.
The following tables summarize those assets and liabilities measured at fair value on a recurring basis (in millions):
December 31, 2023
Level 1
Level 2
Level 3
Other3
Netting
Adjustment 4
Fair Value
Measurements
Assets:
Equity securities with readily determinable values1
Debt securities1
Derivatives2
Total assets
Liabilities:
Contingent consideration liability
Derivatives2
Total liabilities
$ 1,727 $ 188 $
— 1,172
—
$ 1,727 $ 1,635 $
6
3
275 —
9
$
85 $
—
—
85 $
$
$
—
—
(222) 6
(222) $
$ — $ — $ 3,017 5 $ — $
—
$ — $
3 1,445 —
3 $ 1,445 $ 3,017
$
—
$
(1,256) 7
(1,256) $
2,006
1,175
53 8
3,234
3,017
192 8
3,209
1 Refer to Note 4 for additional information related to the composition of our equity securities with readily determinable values and debt
securities.
2 Refer to Note 5 for additional information related to the composition of our derivatives portfolio.
3 Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been
categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 4.
4 Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle net positive and negative
positions and also cash collateral held or placed with the same counterparties. There were no amounts subject to legally enforceable master
netting agreements that management has chosen not to offset or that do not meet the offsetting requirements. Refer to Note 5.
5 Represents the fair value of the remaining milestone payment related to our acquisition of fairlife, LLC (“fairlife”) in 2020, which is
contingent on fairlife achieving certain financial targets through 2024 and, if achieved, is payable in 2025. This milestone payment is based
110
on agreed-upon formulas related to fairlife’s operating results, the resulting value of which is not subject to a ceiling. The fair value was
determined using a Monte Carlo valuation model. We are required to remeasure this liability to fair value quarterly, with any changes in the
fair value recorded in income until the final milestone payment is made. The Company made a milestone payment of $275 million during
2023.
6 The Company is obligated to return $4 million in cash collateral it has netted against its derivative position.
7 The Company has the right to reclaim $1,039 million in cash collateral it has netted against its derivative position.
8 The Company’s derivative financial instruments were recorded at fair value in our consolidated balance sheet as follows: $53 million in the
line item other noncurrent assets and $192 million in the line item other noncurrent liabilities. Refer to Note 5 for additional information
related to the composition of our derivatives portfolio.
December 31, 2022
Level 1
Level 2
Level 3
Other3
Netting
Adjustment
4
Fair Value
Measurements
Assets:
Equity securities with readily determinable values1
Debt securities1
Derivatives2
Total assets
Liabilities:
Contingent consideration liability
Derivatives2
Total liabilities
$ 1,801 $ 169 $
15
8
975
—
239 —
2
23
$ 1,803 $ 1,383 $
$
85 $
—
—
85 $
$
$
—
—
(227) 6
(227) $
$ — $ — $ 1,590 5 $ — $
—
$ — $
4 1,962 —
4 $ 1,962 $ 1,590
$
—
$
(1,678) 7
(1,678) $
2,070
983
14 8
3,067
1,590
288 8
1,878
1 Refer to Note 4 for additional information related to the composition of our equity securities with readily determinable values and debt
securities.
2 Refer to Note 5 for additional information related to the composition of our derivatives portfolio.
3 Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been
categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 4.
4 Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle net positive and negative
positions and also cash collateral held or placed with the same counterparties. There were no amounts subject to legally enforceable master
netting agreements that management has chosen not to offset or that do not meet the offsetting requirements. Refer to Note 5.
5 Represents the fair value of future milestone payments related to our acquisition of fairlife, which are contingent on fairlife achieving certain
financial targets through 2024 and, if achieved, are payable in 2023 and 2025. These milestone payments are based on agreed-upon formulas
related to fairlife’s operating results, the resulting values of which are not subject to a ceiling. The fair value was determined using a Monte
Carlo valuation model. We are required to remeasure this liability to fair value quarterly, with any changes in the fair value recorded in
income until the final milestone payment is made.
6 The Company was not obligated to return any cash collateral it had netted against its derivative position.
7 The Company had the right to reclaim $1,447 million in cash collateral it had netted against its derivative position.
8 The Company’s derivative financial instruments were recorded at fair value in our consolidated balance sheet as follows: $14 million in the
line item other noncurrent assets and $288 million in the line item other noncurrent liabilities. Refer to Note 5 for additional information
related to the composition of our derivatives portfolio.
Gross realized and unrealized gains and losses on Level 3 assets and liabilities, excluding the contingent consideration liability,
were not significant for the years ended December 31, 2023 and 2022.
The Company recognizes transfers between levels within the hierarchy as of the beginning of the reporting period. Gross
transfers between levels within the hierarchy were not significant for the years ended December 31, 2023 and 2022.
111
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities
at fair value on a nonrecurring basis as required by U.S. GAAP. Generally, assets are recorded at fair value on a nonrecurring
basis as a result of impairment charges or as a result of observable changes in equity securities using the measurement
alternative.
The gains and losses on assets measured at fair value on a nonrecurring basis are summarized in the following table (in
millions):
Year Ended December 31,
Impairment of property, plant and equipment
Other-than-temporary impairment charges
Impairment of intangible assets
Valuation of shares in equity method investee
Total
Gains (Losses)
2023
(46) 1 $
(39) 2
—
—
(85) $
2022
—
(96) 3
(57) 4
(24) 5
(177)
$
$
1 The Company recorded an asset impairment charge of $25 million during the year ended December 31, 2023 related to the discontinuation
of certain manufacturing operations in Asia Pacific. Additionally, the Company recorded an asset impairment charge of $21 million during
the year ended December 31, 2023 related to the restructuring of our manufacturing operations in the United States. These charges, which
were calculated based on Level 3 inputs, were primarily driven by management’s best estimate of the potential proceeds from the disposal of
the related assets.
2 The Company recorded an other-than-temporary impairment charge of $39 million during the year ended December 31, 2023 related to an
equity method investee in Latin America. This impairment charge was derived using Level 3 inputs and was primarily driven by revised
projections of future operating results.
3 The Company recorded an other-than-temporary impairment charge of $96 million during the year ended December 31, 2022 related to an
equity method investee in Russia. This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections
of future operating results.
4 During the year ended December 31, 2022, the Company recorded an impairment charge of $57 million related to a trademark in Asia
Pacific, which was primarily driven by a change in brand strategy resulting in revised projections of future operating results for the
trademark. The fair value of this trademark was derived using discounted cash flow analyses based on Level 3 inputs.
5 During the year ended December 31, 2022, we recognized a net loss of $24 million on assets measured at fair value on a nonrecurring basis.
The net loss was recorded as a result of an equity method investee issuing additional shares of its stock. Accordingly, the Company is
required to treat this type of transaction as if the Company had sold a proportionate share of its investment. This net loss was determined
using Level 2 inputs and primarily resulted from the recognition of cumulative translation losses.
Fair Value Measurements for Pension and Other Postretirement Benefit Plan Assets
The fair value hierarchy discussed above is not only applicable to assets and liabilities that are included in our consolidated
balance sheet but is also applied to certain other assets that impact our consolidated financial statements. For example, our
Company sponsors a number of pension and other postretirement benefit plans. Assets contributed to these plans by the
Company become the property of the individual plans. Even though the Company no longer has control over these assets, our
consolidated financial statements are impacted by subsequent fair value adjustments to these assets. The actual return on these
assets impacts the Company’s future net periodic benefit cost or income as well as amounts recognized in our consolidated
balance sheet. Refer to Note 14. The Company uses the fair value hierarchy to measure the fair value of assets held by our
pension and other postretirement benefit plans.
112
Pension Plan Assets
The following table summarizes the levels within the fair value hierarchy for our pension plan assets (in millions):
Cash and cash equivalents
Equity securities:
December 31, 2023
December 31, 2022
Level 1 Level 2
$ 163 $ 212
Level 3
$ —
Other 1
$ —
Total
Level 1 Level 2
$ 375 $ 146 $ 489
Level 3
$ —
Other 1
$ —
Total
$ 635
U.S.-based companies
1,148 —
30
—
1,178
1,157
International-based companies 904
15
2
—
921
920
7
16
24
—
1,188
3
—
939
Fixed-income securities:
Government bonds
Corporate bonds and debt
securities
Mutual, pooled and commingled
funds
Hedge funds/limited
partnerships
Real estate
Derivative financial instruments
Other
Total
107 1,279
—
—
1,386
91 1,147
—
—
1,238
— 552
27
—
579
— 469
30
—
499
12 257
—
509 4 778
35 202
—
530 4 767
—
—
33 2 —
— —
— —
—
— —
$ 2,334 $ 2,348 $ 382
1,057 5 1,057
376 6 376
33
—
323 3 254 7 577
— —
— —
—
— —
—
—
(14) 2 —
936 5 936
424 6 424
—
(14)
300 3 246 7 546
$ 2,136 $ 7,158
$ 2,196 $ 7,260 $ 2,349 $ 2,316 $ 357
1 Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been
categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 14.
2 This class of assets includes investments in interest rate contracts, credit contracts and foreign exchange contracts.
3 Includes purchased annuity insurance contracts.
4 This class of assets includes actively managed emerging markets equity funds and a collective trust fund for qualified plans, invested
primarily in equity securities of companies in developing and emerging markets. There are no liquidity restrictions on these investments.
5 This class of assets includes hedge funds that can be subject to redemption restrictions, ranging from monthly to semiannually, with a
redemption notice period of up to one year and/or initial lock-up periods of up to three years, and private equity funds that are primarily
closed-end funds in which the Company’s investments are generally not eligible for redemption. Distributions from these private equity
funds will be received as the underlying assets are liquidated or distributed.
6 This class of assets includes funds invested in real estate, including a privately held real estate investment trust, a real estate commingled
pension trust fund, infrastructure limited partnerships and commingled investment funds. These funds seek current income and capital
appreciation and can be subject to redemption restrictions, ranging from quarterly to semiannually, with a redemption notice period of up to
90 days.
7 Primarily includes segregated portfolios of private investment funds that are invested in a portfolio of insurance-linked securities. These
assets can be subject to a semiannual redemption, with a redemption notice period of 90 days, subject to certain gate restrictions.
113
The following table provides a reconciliation of the beginning and ending balance of Level 3 assets for our U.S. and non-U.S.
pension plans (in millions):
2022
Balance at beginning of year
Actual return on plan assets
Purchases, sales and settlements — net
Transfers into (out of) Level 3 — net
Other
Net foreign currency translation adjustments
Balance at end of year
2023
Balance at beginning of year
Actual return on plan assets
Purchases, sales and settlements — net
Transfers into (out of) Level 3 — net
Net foreign currency translation adjustments
Balance at end of year
1 Includes purchased annuity insurance contracts.
Other Postretirement Benefit Plan Assets
Equity
Securities
Fixed-
Income
Securities
Other1
Total
$
$
$
$
27 $
(12)
(1)
13
—
—
27 $
27 $
1
—
4
—
32 $
29 $
1
4
(4)
—
—
30 $
30 $
(2)
(1)
—
—
27 $
283 $
5
—
—
27
(15)
300 $
300 $
8
7
—
8
323 $
339
(6)
3
9
27
(15)
357
357
7
6
4
8
382
The following table summarizes the levels within the fair value hierarchy for our other postretirement benefit plan assets (in
millions):
Cash and cash equivalents
Equity securities:
U.S.-based companies
International-based companies
Fixed-income securities:
Government bonds
Corporate bonds and debt securities
Mutual, pooled and commingled funds
Hedge funds/limited partnerships
Real estate
Other
Total
December 31, 2023
Level 1 Level 2 Other 1
$
6 $
4 $ — $
Total
10
December 31, 2022
Other 1
8 $ — $
Level 2
Level 1
$
35 $
Total
43
73 — —
4 — —
73
4
133 — —
4 — —
133
4
14
—
14 —
7
7 —
—
39
2
37
—
18
18
— —
6
6
— —
5
5
— —
31 $ 176
62 $
$
83 $
12
—
12 —
71
71 —
—
86
3
83
—
14
14
— —
6
6
— —
4
4
— —
27 $ 373
$ 172 $ 174 $
1 Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been
categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 14.
Other Fair Value Disclosures
The carrying values of cash and cash equivalents; short-term investments; trade accounts receivable; accounts payable and
accrued expenses; and loans and notes payable approximate their fair values because of the relatively short-term maturities of
these financial instruments. As of December 31, 2023, the carrying value and fair value of our long-term debt, including the
current portion, were $37,507 million and $33,445 million, respectively. As of December 31, 2022, the carrying value and fair
value of our long-term debt, including the current portion, were $36,776 million and $32,698 million, respectively.
114
NOTE 18: SIGNIFICANT OPERATING AND NONOPERATING ITEMS
Other Operating Charges
In 2023, the Company recorded other operating charges of $1,951 million. These charges consisted of $1,702 million related to
the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition,
$164 million related to the Company’s productivity and reinvestment program and $35 million related to the discontinuation of
certain manufacturing operations in Asia Pacific. In addition, other operating charges included $27 million related to the
restructuring of our North America operating unit, $15 million for the amortization of noncompete agreements related to the
BodyArmor acquisition and $8 million related to tax litigation expense.
In 2022, the Company recorded other operating charges of $1,215 million. These charges primarily consisted of $1,000 million
related to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition,
$85 million related to the Company’s productivity and reinvestment program and $57 million related to the impairment of a
trademark in Asia Pacific. In addition, other operating charges included $38 million related to the restructuring of our North
America operating unit and $38 million related to the BodyArmor acquisition, which included various transition and transaction
costs, employee retention costs and the amortization of noncompete agreements, net of the reimbursement of distributor
termination fees recorded in 2021. These charges were partially offset by a net gain of $6 million due to revisions of
management’s estimates related to the Company’s strategic realignment initiatives.
In 2021, the Company recorded other operating charges of $846 million. These charges primarily consisted of $369 million
related to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition,
$146 million related to the Company’s strategic realignment initiatives, $119 million related to the BodyArmor acquisition,
which included various transition and transaction costs, distributor termination fees, employee retention costs and the
amortization of noncompete agreements, and $115 million related to the Company’s productivity and reinvestment program. In
addition, other operating charges included an impairment charge of $78 million related to a trademark in Europe, charges of
$15 million related to tax litigation and a net charge of $4 million related to the restructuring of our manufacturing operations in
the United States.
Refer to Note 2 for additional information on the acquisition of BodyArmor. Refer to Note 12 for additional information related
to the tax litigation. Refer to Note 17 for additional information on fairlife and the impairment charges. Refer to Note 19 for
additional information on the Company’s restructuring initiatives. Refer to Note 20 for the impact these charges had on our
operating segments and Corporate.
Other Nonoperating Items
Interest Expense
During the year ended December 31, 2021, the Company recorded a charge of $650 million related to the extinguishment of
long-term debt, which impacted Corporate. Refer to Note 11.
Equity Income (Loss) — Net
The Company recorded net charges of $159 million, $34 million and $13 million in equity income (loss) — net during the years
ended December 31, 2023, 2022 and 2021, respectively. These amounts represent the Company’s proportionate share of
significant operating and nonoperating items recorded by certain of our equity method investees. Refer to Note 20 for the
impact these charges had on our operating segments and Corporate.
Other Income (Loss) — Net
During 2023, the Company recognized a net gain of $439 million related to the refranchising of our bottling operations in
Vietnam, a net gain of $289 million related to realized and unrealized gains and losses on equity securities and trading debt
securities as well as realized gains and losses on available-for-sale debt securities, and a net gain of $94 million related to the
sale of our ownership interests in our equity method investees in Pakistan and Indonesia. Additionally, the Company recorded
charges of $67 million due to pension and other postretirement benefit plan settlement charges, an other-than-temporary
impairment charge of $39 million related to an equity method investee in Latin America and charges of $32 million related to
the restructuring of our manufacturing operations in the United States.
During 2022, the Company recorded a net gain of $153 million related to the refranchising of our bottling operations in
Cambodia. The Company also recorded a net loss of $371 million related to realized and unrealized gains and losses on equity
securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities, an other-than-
temporary impairment charge of $96 million related to an equity method investee in Russia, and a net loss of $24 million as a
result of one of our equity method investees issuing additional shares of its stock.
115
During 2021, the Company recognized a gain of $834 million in conjunction with the BodyArmor acquisition; a net gain of
$695 million related to the sale of our ownership interest in CCA, an equity method investee; and a net gain of $114 million
related to the sale of our ownership interest in an equity method investee and the sale of a portion of our ownership interest in
another equity method investee. Additionally, the Company recognized a net gain of $467 million related to realized and
unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-
sale debt securities. The Company also recorded charges of $266 million related to the restructuring of our manufacturing
operations in the United States and pension plan settlement charges of $117 million related to our strategic realignment
initiatives.
Refer to Note 2 for additional information on the acquisition of BodyArmor, the sales of our ownership interests in equity
method investees, as well as the refranchising of our bottling operations in Vietnam and Cambodia. Refer to Note 4 for
additional information on equity and debt securities. Refer to Note 14 for additional information on pension and other
postretirement benefit plan activity. Refer to Note 17 for additional information on the impairment charges and one of our
equity method investees issuing additional shares of its stock. Refer to Note 19 for additional information on the Company’s
strategic realignment initiatives. Refer to Note 20 for the impact these items had on our operating segments and Corporate.
NOTE 19: RESTRUCTURING
Strategic Realignment
In August 2020, the Company announced strategic steps to transform our organizational structure in an effort to better enable us
to capture growth in the fast-changing marketplace. The Company has transformed into a networked global organization
designed to combine the power of scale with the deep knowledge required to win locally. We created new operating units
effective January 1, 2021, which are focused on regional and local execution. The operating units sit under our four geographic
operating segments and are highly interconnected, with the goal of eliminating duplication of resources and scaling new
products more quickly. The operating units work closely with five global marketing category leadership teams to rapidly scale
ideas while staying close to the consumer. The global marketing category leadership teams primarily focus on innovation as
well as marketing efficiency and effectiveness. The organizational structure also includes a center and a platform services
organization. Refer to Note 20 for additional information on our organizational structure.
The Company has incurred total pretax expenses of $684 million related to these strategic realignment initiatives since they
commenced. These expenses were recorded in the line items other operating charges and other income (loss) — net in our
consolidated statements of income. Refer to Note 20 for the impact these expenses had on our operating segments and
Corporate. Outside services reported in the table below primarily relate to expenses in connection with legal and consulting
activities. The strategic realignment initiatives were substantially complete as of December 31, 2021.
116
The following table summarizes the balance of accrued expenses related to these strategic realignment initiatives (in millions):
2021
Accrued balance at beginning of year
Costs incurred
Payments
Noncash and exchange
Accrued balance at end of year
2022
Accrued balance at beginning of year
Costs incurred
Payments
Noncash and exchange
Accrued balance at end of year
2023
Accrued balance at beginning of year
Payments
Noncash and exchange
Accrued balance at end of year
Severance Pay
and Benefits
Outside Services
Other
Direct Costs
$
$
$
$
$
$
$
181
224
(265)
(120) 1
$
20
20
(4)
(15)
1
2
2
(2)
—
—
$
$
$
$
1 $
37
(35)
(2)
1 $
1 $
—
—
—
1 $
1 $
—
(1)
— $
3 $
2
(3)
—
2 $
2 $
(2)
—
—
— $
— $
—
—
— $
Total
185
263
(303)
(122)
23
23
(6)
(15)
1
3
3
(2)
(1)
—
1 Includes pension settlement charges. Refer to Note 14.
North America Operating Unit Restructuring
In November 2022, the Company announced a restructuring program for our North America operating unit designed to better
align its operating structure with its customers and bottlers. The evolved operating structure will bring together all bottler-
related components (franchise leadership, commercial leadership, digital, governance and technical innovation) and will help
streamline how we work. The Company has incurred total pretax expenses of $65 million related to this restructuring program
since it commenced. These expenses were recorded in the line item other operating charges in our consolidated statements of
income. Refer to Note 20 for the impact these charges had on our operating segments and Corporate. This restructuring
program was substantially complete as of December 31, 2023.
The following table summarizes the balance of accrued expenses related to these North America operating unit restructuring
initiatives (in millions):
2022
Costs incurred
Payments
Accrued balance at end of year
2023
Accrued balance at beginning of year
Costs incurred
Payments
Accrued balance at end of year
Severance Pay
and Benefits Outside Services
Other
Direct Costs
$
$
$
$
38 $
(1)
37 $
37 $
22
(58)
1 $
— $
—
— $
— $
1
(1)
— $
— $
—
— $
— $
4
(4)
— $
Total
38
(1)
37
37
27
(63)
1
117
Productivity and Reinvestment Program
In February 2012, the Company announced a productivity and reinvestment program designed to strengthen our brands and
reinvest our resources to drive long-term profitable growth. This program was expanded multiple times, with the last expansion
occurring in April 2017. The remaining initiatives included in this program, which are primarily designed to further simplify
and standardize our organization, will be completed in 2024.
The Company has incurred total pretax expenses of $4,293 million related to our productivity and reinvestment program since it
commenced. These expenses were recorded in the line items other operating charges and other income (loss) — net in our
consolidated statements of income. Refer to Note 20 for the impact these charges had on our operating segments and Corporate.
Outside services reported in the table below primarily include costs associated with outplacement and consulting activities.
Other direct costs reported in the table below include, among other items, internal and external costs associated with the
development, communication, administration and implementation of these initiatives; accelerated depreciation on certain fixed
assets; contract termination fees; and relocation costs.
The following table summarizes the balance of accrued expenses related to these productivity and reinvestment initiatives and
the changes in the accrued amounts (in millions):
2021
Accrued balance at beginning of year
Costs incurred
Payments
Noncash and exchange
Accrued balance at end of year
2022
Accrued balance at beginning of year
Costs incurred
Payments
Noncash and exchange
Accrued balance at end of year
2023
Accrued balance at beginning of year
Costs incurred
Payments
Noncash and exchange
Accrued balance at end of year
NOTE 20: OPERATING SEGMENTS
Severance Pay
and Benefits Outside Services
Other
Direct Costs
$
$
$
$
$
$
15 $
4
(6)
(1)
12 $
12 $
(4)
(2)
(2)
4 $
4 $
(1)
—
—
3 $
— $
97
(97)
—
— $
— $
81
(81)
—
— $
— $
131
(124)
(7)
— $
2 $
14
(14)
3
5 $
5 $
8
(11)
—
2 $
2 $
34
(42)
6
— $
Total
17
115
(117)
2
17
17
85
(94)
(2)
6
6
164
(166)
(1)
3
Our organizational structure consists of the following operating segments: Europe, Middle East and Africa; Latin America;
North America; Asia Pacific; Global Ventures; and Bottling Investments. Our operating structure also includes Corporate,
which consists of two components: (1) a center focusing on strategic initiatives, policy, governance and scaling global
initiatives, and (2) a platform services organization supporting operating units, global marketing category leadership teams and
the center by providing efficient and scaled global services and capabilities, including, but not limited to, transactional work,
data management, consumer analytics, digital commerce and social/digital hubs.
Segment Products and Services
The business of our Company is primarily nonalcoholic beverages. Our geographic operating segments (Europe, Middle East
and Africa; Latin America; North America; and Asia Pacific) derive a majority of their revenues from the manufacture and sale
of beverage concentrates and syrups and, in some cases, the sale of finished beverages. Our Global Ventures operating segment
includes the results of our Costa, innocent and doğadan businesses as well as fees earned pursuant to distribution coordination
agreements between the Company and Monster. Our Bottling Investments operating segment is composed of our consolidated
bottling operations, regardless of the geographic location of the bottler. Our Bottling Investments operating segment also
includes equity income from the majority of our equity method investees. Our consolidated bottling operations derive the
118
majority of their revenues from the manufacture and sale of finished beverages. Generally, finished product operations produce
higher net operating revenues but lower gross profit margins than concentrate operations. Refer to Note 3.
The following table sets forth the percentage of total net operating revenues attributable to concentrate operations and finished
product operations:
Year Ended December 31,
Concentrate operations
Finished product operations
Total
Method of Determining Segment Income or Loss
2023
58%
42
100%
2022
56%
44
100%
2021
56%
44
100%
Management evaluates the performance of our operating segments separately to individually monitor the different factors
affecting financial performance. Our Company manages income taxes and certain treasury-related items, such as interest
income and interest expense, on a global basis within Corporate. We evaluate operating segment performance based primarily
on net operating revenues and operating income (loss).
Geographic Data
The following table provides information related to our net operating revenues (in millions):
Year Ended December 31,
United States
International
Net operating revenues
2023
16,550 $
29,204
45,754 $
2022
15,413 $
27,591
43,004 $
2021
13,010
25,645
38,655
$
$
The following table provides information related to our property, plant and equipment — net (in millions):
Year Ended December 31,
United States
International
Property, plant and equipment — net
2023
3,682 $
5,554
9,236 $
2022
3,494 $
6,347
9,841 $
2021
3,420
6,500
9,920
$
$
119
Information about our Company’s operations by operating segment and Corporate is as follows (in millions):
Europe,
Middle East
& Africa
Latin
America
North
America
Asia
Pacific
Global
Ventures
Bottling
Investments
Corporate
Eliminations
Consolidated
As of and for the Year Ended
December 31, 2023
Net operating revenues:
Third party
Intersegment
Identifiable operating assets
Investments1
Capital expenditures
As of and for the Year Ended
December 31, 2022
Net operating revenues:
Third party
Intersegment
Total net operating revenues
8,078
5,830
16,774
5,455
3,064
7,860
686
—
8
731
—
8
—
126
(1,433)
(1,433)
$
7,392
$ 5,830
$ 16,766
$ 4,724
$ 3,064
$
7,852
$
126
$
—
$
45,754
Operating income (loss)
4,202
3,432
4,435
2,040
Interest income
Interest expense
Depreciation and amortization
Equity income (loss) — net
—
—
59
16
—
—
48
9
47
—
310
—
—
—
50
(146)
329
6
—
128
—
Income (loss) before income taxes
4,255
3,404
4,450
7,117
3,149
25,808
389
43
712
1
15
412
1,905
338
2,428 2 7,607
—
71
23
192
843
338
578
(3,705)
—
—
854
1,527
389
1,495
144
317
2,119
(3,519)
9,871 2 21,934
4,963
13,639
—
45,754
11,311
907
1,527
1,128
1,691
12,952
77,914
19,789
1,852
—
—
—
—
—
—
—
—
—
$
6,896
$ 4,910
$ 15,667
$ 4,711
$ 2,843
$
7,883
$
627
—
7
734
—
8
Total net operating revenues
7,523
4,910
15,674
5,445
2,843
7,891
Operating income (loss)
3,958
2,870
3,742
2,303
Interest income
Interest expense
Depreciation and amortization
Equity income (loss) — net
—
—
63
43
—
—
39
7
29
—
330
(1)
—
—
58
9
185
9
—
140
—
487
(2,636)
—
—
435
1,184
411
882
195
230
Income (loss) before income taxes
3,952
2,879
3,768
Identifiable operating assets
Investments1
Capital expenditures
Year Ended December 31, 2021
Net operating revenues:
7,088
2,067
25,760
410
50
629
4
15
280
196
2,320
2,368 3 7,325
—
219
(3,172)
1,743
10,232 3 19,158
4,600
12,892
22
179
697
252
94
—
94
$
—
$
43,004
(1,376)
(1,376)
—
—
—
—
—
—
—
—
—
—
43,004
10,909
449
882
1,260
1,472
11,686
73,998
18,765
1,484
Third party
Intersegment
$
6,564
$ 4,143
$ 13,184
$ 4,682
$ 2,805
$
7,194
$
629
—
6
609
—
9
Total net operating revenues
7,193
4,143
13,190
5,291
2,805
7,203
83
2
85
Operating income (loss)
3,735
2,534
3,331
2,325
Interest income
Interest expense
Depreciation and amortization
Equity income (loss) — net
—
—
76
33
—
—
39
9
40
—
388
22
—
—
49
8
Income (loss) before income taxes
3,821
2,542
3,140
2,350
Capital expenditures
35
2
228
65
293
10
—
135
(6)
310
285
473
(2,383)
—
—
226
1,597
529
1,071
236
301
1,596
(1,334)
560
192
$
—
$
38,655
(1,255)
(1,255)
—
—
—
—
—
—
—
—
38,655
10,308
276
1,597
1,452
1,438
12,425
1,367
1 Principally equity method investments and other investments in bottling companies.
2 Property, plant and equipment — net in India represented 12% of consolidated property, plant and equipment — net as of December 31,
2023.
3 Property, plant and equipment — net in the Philippines represented 10% of consolidated property, plant and equipment — net as of
December 31, 2022. As of December 31, 2023, the Company’s bottling operations in the Philippines met the criteria to be classified as held
for sale. Refer to Note 2.
120
During 2023, 2022 and 2021, our operating segments and Corporate were impacted by acquisition and divestiture activities.
Refer to Note 2.
In 2023, the results of our operating segments and Corporate were impacted by the following items:
• Operating income (loss) and income (loss) before income taxes were reduced by $1,702 million for Corporate due to the
remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition. Refer to
Note 17.
• Operating income (loss) and income (loss) before income taxes were reduced by $165 million for Corporate due to the
Company’s productivity and reinvestment program. Operating income (loss) and income (loss) before income taxes were
increased by $1 million for North America due to the refinement of previously established accruals related to the
Company’s productivity and reinvestment program. Refer to Note 19.
• Operating income (loss) and income (loss) before income taxes were reduced by $35 million for Asia Pacific due to the
discontinuation of certain manufacturing operations.
• Operating income (loss) and income (loss) before income taxes were reduced by $27 million for North America due to
the restructuring of our North America operating unit. Refer to Note 19.
• Operating income (loss) and income (loss) before income taxes for North America were reduced by $18 million and
$50 million, respectively, due to the restructuring of our manufacturing operations in the United States.
• Operating income (loss) and income (loss) before income taxes were reduced by $15 million for Corporate related to our
acquisition of BodyArmor. Refer to Note 18.
• Operating income (loss) and income (loss) before income taxes were reduced by $8 million for Corporate related to tax
litigation expense. Refer to Note 12.
• Income (loss) before income taxes was increased by $439 million for Corporate due to the refranchising of our bottling
operations in Vietnam. Refer to Note 2.
• Income (loss) before income taxes was increased by $289 million for Corporate due to realized and unrealized gains and
losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt
securities. Refer to Note 4.
• Income (loss) before income taxes was increased by $94 million for Corporate related to the sale of our ownership
interests in our equity method investees in Indonesia and Pakistan. Refer to Note 2.
• Income (loss) before income taxes was reduced by $146 million for Asia Pacific, $7 million for Bottling Investments,
$5 million for Latin America and $1 million for Corporate due to the Company’s proportionate share of significant
operating and nonoperating items recorded by certain of our equity method investees.
• Income (loss) before income taxes was reduced by $67 million for Corporate due to pension and other postretirement
benefit plan settlement charges. Refer to Note 14.
• Income (loss) before income taxes was reduced by $39 million for Latin America due to an other-than-temporary
impairment charge related to an equity method investee. Refer to Note 17.
In 2022, the results of our operating segments and Corporate were impacted by the following items:
• Operating income (loss) and income (loss) before income taxes were increased by $7 million for Europe, Middle East
and Africa and were reduced by $1 million for Corporate due to revisions of management’s estimates related to the
Company’s strategic realignment initiatives. Refer to Note 19.
• Operating income (loss) and income (loss) before income taxes were reduced by $1,000 million for Corporate due to the
remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition. Refer to
Note 17.
• Operating income (loss) and income (loss) before income taxes were reduced by $85 million for Corporate due to the
Company’s productivity and reinvestment program. Refer to Note 19.
• Operating income (loss) and income (loss) before income taxes were reduced by $59 million for Corporate and were
increased by $21 million for North America related to our acquisition of BodyArmor. Refer to Note 18.
• Operating income (loss) and income (loss) before income taxes were reduced by $57 million for Asia Pacific due to the
impairment of a trademark. Refer to Note 17.
121
• Operating income (loss) and income (loss) before income taxes were reduced by $38 million for North America due to
the restructuring of our North America operating unit. Refer to Note 19.
• Operating income (loss) and income (loss) before income taxes were reduced by $33 million and $34 million,
respectively, for North America, and income (loss) before income taxes was reduced by $2 million for Corporate due to
the restructuring of our manufacturing operations in the United States.
• Income (loss) before income taxes was increased by $153 million for Corporate due to the refranchising of our bottling
operations in Cambodia. Refer to Note 2.
• Income (loss) before income taxes was reduced by $371 million for Corporate due to realized and unrealized gains and
losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt
securities. Refer to Note 4.
• Income (loss) before income taxes was reduced by $96 million for Europe, Middle East and Africa due to an other-than-
temporary impairment charge related to an equity method investee in Russia. Refer to Note 17.
• Income (loss) before income taxes was reduced by $34 million for Bottling Investments due to the Company’s
proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
• Income (loss) before income taxes was reduced by $24 million for Corporate due to one of our equity method investees
issuing additional shares of its stock. Refer to Note 17.
In 2021, the results of our operating segments and Corporate were impacted by the following items:
• Operating income (loss) and income (loss) before income taxes were reduced by $369 million for Corporate related to
the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition.
• Operating income (loss) and income (loss) before income taxes were reduced by $115 million for Corporate due to the
Company’s productivity and reinvestment program. Refer to Note 19.
• Operating income (loss) and income (loss) before income taxes were reduced by $98 million for Corporate and
$21 million for North America related to various costs incurred in conjunction with our acquisition of BodyArmor. Refer
to Note 18.
• Operating income (loss) and income (loss) before income taxes were reduced by $78 million for Europe, Middle East
and Africa related to the impairment of a trademark.
• Operating income (loss) and income (loss) before income taxes were reduced by $63 million and $61 million,
respectively, for Europe, Middle East and Africa; $46 million and $160 million, respectively, for Corporate; $12 million
and $14 million, respectively, for Asia Pacific; and $11 million and $12 million, respectively, for Latin America due to
the Company’s strategic realignment initiatives. In addition, operating income (loss) and income (loss) before income
taxes were reduced by $14 million for North America, and income (loss) before income taxes was reduced by $2 million
for Bottling Investments due to the Company’s strategic realignment initiatives. Refer to Note 19.
• Operating income (loss) and income (loss) before income taxes were reduced by $52 million and $316 million,
respectively, for North America, and income (loss) before income taxes was reduced by $2 million for Corporate related
to the restructuring of our manufacturing operations in the United States.
• Operating income (loss) and income (loss) before income taxes were reduced by $15 million for Corporate related to tax
litigation expense. Refer to Note 12.
• Income (loss) before income taxes was increased by $834 million for Corporate in conjunction with our acquisition of
BodyArmor, which resulted from the remeasurement of our previously held equity interest in BodyArmor to fair value.
Refer to Note 2.
• Income (loss) before income taxes was increased by $695 million for Corporate related to the sale of our ownership
interest in CCA, an equity method investee. Refer to Note 2.
• Income (loss) before income taxes was increased by $467 million for Corporate related to realized and unrealized gains
and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt
securities. Refer to Note 4.
• Income (loss) before income taxes was increased by $114 million for Corporate related to the sale of our ownership
interest in an equity method investee and the sale of a portion of our ownership interest in another equity method
investee.
122
• Income (loss) before income taxes was reduced by $650 million for Corporate related to charges associated with the
extinguishment of long-term debt. Refer to Note 11.
• Income (loss) before income taxes was reduced by $45 million for Bottling Investments and was increased by
$32 million for Corporate due to the Company’s proportionate share of significant operating and nonoperating items
recorded by certain of our equity method investees.
NOTE 21: NET CHANGE IN OPERATING ASSETS AND LIABILITIES
Net cash provided by (used in) operating activities attributable to the net change in operating assets and liabilities was
composed of the following (in millions):
Year Ended December 31,
(Increase) decrease in trade accounts receivable
(Increase) decrease in inventories1
(Increase) decrease in prepaid expenses and other current assets
Increase (decrease) in accounts payable and accrued expenses2
Increase (decrease) in accrued income taxes
Increase (decrease) in other noncurrent liabilities
Net change in operating assets and liabilities
2023
(2) $
(597)
(323)
841
(578)
(187)
(846) $
2022
(69) $
(960)
225
759
(360)
(200)
(605) $
2021
(225)
(135)
(241)
2,843
(566)
(351)
1,325
$
$
1 The increase in inventories in 2022 was primarily due to improved business performance, higher costs and the buildup of inventory to
manage potential supply chain disruptions.
2 The increase in accounts payable and accrued expenses in 2021 was primarily due to an increase in trade accounts payable, higher marketing
accruals, BodyArmor acquisition-related accruals and higher annual incentive accruals. Refer to Note 2 for additional information regarding
the BodyArmor acquisition.
123
REPORT OF MANAGEMENT
Management’s Responsibility for the Financial Statements
Management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing
in our Annual Report on Form 10-K. The financial statements were prepared in conformity with accounting principles generally
accepted in the United States appropriate in the circumstances and, accordingly, include certain amounts based on our best
judgments and estimates. Financial information in this report is consistent with that in the financial statements.
Management of the Company is responsible for establishing and maintaining a system of internal controls and procedures to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial
statements. Our internal control system is supported by a program of internal audits and appropriate reviews by management,
written policies and guidelines, careful selection and training of qualified personnel, and a written Code of Business Conduct
adopted by our Company’s Board of Directors, applicable to all officers and employees of our Company and subsidiaries. In
addition, our Company’s Board of Directors adopted a written Code of Business Conduct for Non-Employee Directors which
reflects the same principles and values as our Code of Business Conduct for officers and employees but focuses on matters of
relevance to non-employee Directors.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even
when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and
presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 (“Exchange Act”).
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 Framework) (“COSO”) in Internal Control—Integrated Framework. Based on this assessment,
management believes that the Company maintained effective internal control over financial reporting as of December 31,
2023.
The Company’s independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the Audit
Committee of our Company’s Board of Directors, subject to ratification by our Company’s shareowners. Ernst & Young LLP
has audited and reported on the consolidated financial statements of The Coca-Cola Company and subsidiaries and the
Company’s internal control over financial reporting. The reports of the independent auditors are contained in this report.
Audit Committee’s Responsibility
The Audit Committee of our Company’s Board of Directors, composed solely of Directors who are independent in accordance
with the requirements of the New York Stock Exchange listing standards, the Exchange Act, and the Company’s Corporate
Governance Guidelines, meets with the independent auditors, management and internal auditors periodically to discuss internal
controls along with auditing and financial reporting matters. The Audit Committee reviews with the independent auditors the
scope and results of the audit effort. The Audit Committee also meets periodically with the independent auditors and the chief
internal auditor without management present to ensure that the independent auditors and the chief internal auditor have free
access to the Audit Committee. Our Audit Committee’s Report can be found in the Company’s 2024 Proxy Statement.
124
James Quincey
Chairman of the Board of Directors and Chief Executive
Officer
February 20, 2024
John Murphy
President and Chief Financial Officer
February 20, 2024
Erin May
Senior Vice President and Controller
February 20, 2024
Mark Randazza
Senior Vice President, Assistant Controller and Chief
Accounting Officer
February 20, 2024
125
Report of Independent Registered Public Accounting Firm
To the Shareowners and the Board of Directors of The Coca-Cola Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Coca-Cola Company and subsidiaries (the Company) as of
December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareowners’ equity and cash flows for
each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated
February 20, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis
for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Description of
the Matter
Accounting for uncertain tax positions
As described in Note 12 and Note 15 to the Company’s consolidated financial statements, the Company is involved in
various income tax matters for which the ultimate outcomes are uncertain. As of December 31, 2023, the gross amount of
unrecognized tax benefits was $929 million. As described in Note 12, on September 17, 2015 the Company received a
Statutory Notice of Deficiency from the Internal Revenue Service (“IRS”) for the tax years 2007 through 2009 in the
amount of $3.3 billion for the period. On November 18, 2020, the U.S. Tax Court issued an opinion predominantly siding
with the IRS related to the Company’s transfer pricing between its U.S. parent company and certain of its foreign affiliates
for tax years 2007 through 2009. On November 8, 2023, the U.S. Tax Court issued a supplemental opinion, siding with the
IRS.
While the Company continues to disagree with the IRS positions and the portions of the opinion affirming such positions, it
is possible that some portion or all of the adjustment proposed by the IRS could ultimately be upheld. As a result of the
application of ASC 740, Accounting for Income Taxes, the Company has recorded a tax reserve of $439 million for this
matter as of December 31, 2023.
Auditing management’s evaluation of uncertain tax positions, including the uncertain tax position associated with the IRS
notice and opinion, was especially challenging due to the level of subjectivity and significant judgment associated with the
recognition and measurement of the tax positions that are more likely than not to be sustained.
126
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the effectiveness of controls over the Company’s
accounting process for uncertain tax positions. Our procedures included testing controls addressing the completeness of
uncertain tax positions, controls relating to the identification and recognition of the uncertain tax positions, controls over
the measurement of the unrecognized tax benefit, and controls over the identification of developments related to existing
uncertain tax positions.
Our audit procedures included, among others, evaluating the assumptions the Company used to assess its uncertain tax
positions and related unrecognized tax benefit amounts by jurisdiction. We also tested the completeness and accuracy of
the underlying data used in the identification and measurement of uncertain tax positions. We evaluated evidence of
management’s assessment of the opinion, including inquiries of tax counsel, inspection of technical memos, and written
representations of management. We involved professionals with specialized skill and knowledge to assist in our evaluation
of the tax technical merits of the Company’s assessment, including the assessment of whether the tax positions are more
likely than not to be sustained, the amount of the potential benefits to be realized, and the application of relevant tax law.
We also assessed the Company’s disclosures of uncertain tax positions included in Note 12 and Note 15.
Description of
the Matter
Valuation of trademarks with indefinite lives and goodwill
As described in Note 1 to the Company’s consolidated financial statements, the Company performs an annual impairment
test of its indefinite-lived intangible assets, including trademarks with indefinite lives and goodwill, or more frequently if
events or circumstances indicate that assets might be impaired. Each impairment test may be qualitative or quantitative.
Trademarks with indefinite lives and goodwill were $14.3 billion and $18.4 billion, respectively, as of December 31, 2023.
Auditing the valuation of trademarks with indefinite lives and reporting units with goodwill involved complex judgment
due to the significant estimation required in determining the fair value of the trademarks with indefinite lives and related
reporting units with goodwill, respectively. Specifically, the fair value estimates were sensitive to significant assumptions
about future market and economic conditions. Significant assumptions used in the Company’s fair value estimates included
sales volume, pricing, royalty rates, long-term growth rates, and discount rates, as applicable.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s
annual impairment tests for trademarks with indefinite lives and reporting units with goodwill. For example, we tested
management’s risk assessment process to determine whether to perform a quantitative or qualitative test and management’s
review controls over the valuation models and underlying assumptions used to develop such estimates. For impairment
tests of reporting units with goodwill, we also tested controls over the determination of the carrying value of the reporting
units. We tested the estimated fair values of the trademarks with indefinite lives and reporting units with goodwill based on
our risk assessments.
Our audit procedures included, among others, comparing significant judgmental inputs to observable third party and
industry sources, considering other observable market transactions, and evaluating the reasonableness of management’s
projected financial information by comparing to third party industry projections, third party economic growth projections,
and other internal and external data. We performed sensitivity analyses of certain significant assumptions to evaluate the
change in the fair value of the trademarks with indefinite lives and reporting units with goodwill and also assessed the
historical accuracy of management’s estimates. In addition, we involved specialists to assist in our evaluation of certain
significant assumptions used in the Company’s discounted cash flow analyses. We also assessed the Company’s disclosure
of its annual impairment tests included in Note 1.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1921.
Atlanta, Georgia
February 20, 2024
127
Report of Independent Registered Public Accounting Firm
To the Shareowners and the Board of Directors of The Coca-Cola Company
Opinion on Internal Control Over Financial Reporting
We have audited The Coca-Cola Company and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, The Coca-Cola Company and subsidiaries (the Company) maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income,
comprehensive income, shareowners' equity, and cash flows for each of the three years in the period ended December 31, 2023, and the
related notes and our report dated February 20, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 20, 2024
128
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and
the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and
procedures” (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls
and procedures were effective as of December 31, 2023.
Report of Management on Internal Control Over Financial Reporting and Attestation Report of Independent Registered
Public Accounting Firm
The report of management on our internal control over financial reporting as of December 31, 2023 and the attestation report of
our independent registered public accounting firm on our internal control over financial reporting are set forth in Part II,
“Item 8. Financial Statements and Supplementary Data” in this report.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended
December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION
None of our Directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1
trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K,
during the fiscal quarter ended December 31, 2023.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information regarding Directors under the subheadings “Item 1 Election of Directors,” “Board Membership Criteria,”
“Director Nomination Process” and “Biographical Information About Our Director Nominees” under the principal heading
“Governance”; the information regarding the Codes of Business Conduct under the subheading “Additional Governance
Matters” under the principal heading “Governance”; the information under the subheading “Delinquent Section 16(a) Reports”
under the principal heading “Share Ownership”; and the information regarding the Audit Committee under the subheading
“Board and Committee Governance” under the principal heading “Governance” in the Company’s 2024 Proxy Statement are
incorporated herein by reference. See Item X. in Part I of this report for information regarding executive officers of the
Company.
ITEM 11. EXECUTIVE COMPENSATION
The information under the subheading “Director Compensation” under the principal heading “Governance”; the information
under the subheadings “Compensation Discussion and Analysis”; “Compensation Committee Report”; “Compensation
Committee Interlocks and Insider Participation”; “Compensation Tables”; “Payments on Termination or Change in Control”
and “Pay Ratio Disclosure” under the principal heading “Compensation”; and the information under the subheading “Annex B
— Summary of Plans” under the principal heading “Annexes” in the Company’s 2024 Proxy Statement are incorporated herein
by reference.
129
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information under the subheading “Equity Compensation Plan Information” under the principal heading “Compensation”
and the information under the principal heading “Share Ownership” in the Company’s 2024 Proxy Statement are incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information under the subheading “Director Independence and Related Person Transactions” under the principal heading
“Governance” in the Company’s 2024 Proxy Statement is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information regarding Audit Fees, Audit-Related Fees, Tax Fees, All Other Fees and Audit Committee Pre-Approval of
Audit and Permissible Non-Audit Services of Independent Auditors under the subheading “Item 5 Ratification of the
Appointment of Ernst & Young LLP as Independent Auditors” under the principal heading “Audit Matters” in the Company’s
2024 Proxy Statement is incorporated herein by reference.
Part IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(1)
Financial Statements:
Consolidated Statements of Income — Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets — December 31, 2023 and 2022
Consolidated Statements of Cash Flows — Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Shareowners’ Equity — Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
(2)
Financial Statement Schedules:
The schedules for which provision is made in the applicable accounting regulations of the Securities and
Exchange Commission (“SEC”) are not required under the related instructions or are inapplicable and,
therefore, have been omitted.
(3)
Exhibits:
In reviewing the agreements included as exhibits to this report, please remember they are included to provide
you with information regarding their terms and are not intended to provide any other factual or disclosure
information about the Company or the other parties to the agreements. The agreements contain
representations, warranties, covenants and conditions by or of each of the parties to the applicable agreement.
These representations, warranties, covenants and conditions have been made solely for the benefit of the other
parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating
the risk to one of the parties if those statements prove to be inaccurate;
• may have been qualified by disclosures that were made to the other party in connection with the
negotiation of the applicable agreement, which disclosures are not necessarily reflected in the
agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to
you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments.
130
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date
they were made or at any other time. Additional information about the Company may be found elsewhere in
this report and the Company’s other public filings, which are available without charge through the SEC’s
website at http://www.sec.gov.
EXHIBIT INDEX
(With regard to applicable cross-references in the list of exhibits below, the Company’s Current, Quarterly and Annual Reports
are filed with the SEC under File No. 001-02217; and Coca-Cola Refreshments USA, Inc.’s (formerly known as Coca-Cola
Enterprises Inc.) Current, Quarterly and Annual Reports are filed with the SEC under File No. 001-09300).
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
Certificate of Incorporation of the Company, including Amendment of Certificate of Incorporation, dated July
27, 2012 — incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 28, 2012.
By-Laws of the Company, as amended and restated through October 19, 2023 — incorporated herein by
reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on October 20, 2023.
Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934.
As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of
holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of
securities authorized does not exceed 10% of the total assets of the Company and its consolidated subsidiaries.
The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust
Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 25, 2017.
First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of
April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers
Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report
on Form 8-K filed on May 25, 2017.
Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as
of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as
successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 to the
Company’s Current Report on Form 8-K filed on May 25, 2017.
Form of Note for 1.875% Notes due 2026 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Registration Statement on Form 8-A filed on September 19, 2014.
Form of Note for 1.125% Notes due 2027 — incorporated herein by reference to Exhibit 4.7 to the Company’s
Registration Statement on Form 8-A filed on March 6, 2015.
Form of Note for 1.625% Notes due 2035 — incorporated herein by reference to Exhibit 4.8 to the Company’s
Registration Statement on Form 8-A filed on March 6, 2015.
Form of Note for 1.100% Notes due 2036 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Registration Statement on Form 8-A filed on September 2, 2016.
Form of Note for 0.500% Notes due 2024 — incorporated herein by reference to Exhibit 4.6 to the Company’s
Registration Statement on Form 8-A filed on March 9, 2017.
Form of Note for 2.900% Notes due 2027 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on May 25, 2017.
Form of Note for 1.750% Notes due 2024 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on September 9, 2019.
Form of Note for 2.125% Notes due 2029 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on September 9, 2019.
Form of Note for 3.375% Notes due 2027 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on March 25, 2020.
Form of Note for 3.450% Notes due 2030 — incorporated herein by reference to Exhibit 4.6 to the Company’s
Current Report on Form 8-K filed on March 25, 2020.
Form of Note for 4.125% Notes due 2040 — incorporated herein by reference to Exhibit 4.7 to the Company’s
Current Report on Form 8-K filed on March 25, 2020.
Form of Note for 4.200% Notes due 2050 — incorporated herein by reference to Exhibit 4.8 to the Company’s
Current Report on Form 8-K filed on March 25, 2020.
131
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
Form of Note for 1.450% Notes due 2027 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on May 4, 2020.
Form of Note for 1.650% Notes due 2030 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on May 4, 2020.
Form of Note for 2.500% Notes due 2040 — incorporated herein by reference to Exhibit 4.6 to the Company’s
Current Report on Form 8-K filed on May 4, 2020.
Form of Note for 2.600% Notes due 2050 — incorporated herein by reference to Exhibit 4.7 to the Company’s
Current Report on Form 8-K filed on May 4, 2020.
Form of Note for 2.750% Notes due 2060 — incorporated herein by reference to Exhibit 4.8 to the Company’s
Current Report on Form 8-K filed on May 4, 2020.
Form of Note for 0.125% Notes due 2029 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on September 18, 2020.
Form of Note for 0.375% Notes due 2033 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on September 18, 2020.
Form of Note for 0.800% Notes due 2040 — incorporated herein by reference to Exhibit 4.6 to the Company’s
Current Report on Form 8-K filed on September 18, 2020.
Form of Note for 1.000% Notes due 2028 — incorporated herein by reference to Exhibit 4.7 to the Company’s
Current Report on Form 8-K filed on September 18, 2020.
Form of Note for 1.375% Notes due 2031 — incorporated herein by reference to Exhibit 4.8 to the Company’s
Current Report on Form 8-K filed on September 18, 2020.
Form of Note for 2.500% Notes due 2051 — incorporated herein by reference to Exhibit 4.9 to the Company’s
Current Report on Form 8-K filed on September 18, 2020.
Form of Note for 1.500% Notes due 2028 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on March 5, 2021.
Form of Note for 2.000% Notes due 2031 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on March 5, 2021.
Form of Note for 0.125% Notes due 2029 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on March 9, 2021.
Form of Note for 0.500% Notes due 2033 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on March 9, 2021.
Form of Note for 1.000% Notes due 2041 — incorporated herein by reference to Exhibit 4.6 to the Company’s
Current Report on Form 8-K filed on March 9, 2021.
Form of Note for 2.250% Notes due 2032 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on May 5, 2021.
Form of Note for 2.875% Notes due 2041 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on May 5, 2021.
Form of Note for 3.000% Notes due 2051 — incorporated herein by reference to Exhibit 4.6 to the Company’s
Current Report on Form 8-K filed on May 5, 2021.
Form of Note for 0.950% Notes due 2036 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on May 6, 2021.
Form of Note for 0.400% Notes due 2030 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on May 17, 2021.
Indenture, dated as of July 30, 1991, between Coca-Cola Refreshments USA, Inc. and Deutsche Bank Trust
Company Americas, as trustee — incorporated herein by reference to Exhibit 4.1 to Coca-Cola Refreshments
USA, Inc.’s Current Report on Form 8-K dated July 30, 1991.
First Supplemental Indenture, dated as of January 29, 1992, to the Indenture, dated as of July 30, 1991, between
Coca-Cola Refreshments USA, Inc. and Deutsche Bank Trust Company Americas, as trustee —incorporated
herein by reference to Exhibit 4.01 to Coca-Cola Refreshments USA, Inc.’s Current Report on Form 8-K dated
January 29, 1992.
Second Supplemental Indenture, dated as of June 22, 2017, to the Indenture, dated as of July 30, 1991, as
amended, among Coca-Cola Refreshments USA, Inc., the Company and Deutsche Bank Trust Company
Americas, as trustee — incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on
Form 8-K dated June 23, 2017.
Third Supplemental Indenture, dated as of July 5, 2017, to the Indenture, dated as of July 30, 1991, as amended,
among Coca-Cola Refreshments USA, Inc., the Company and Deutsche Bank Trust Company Americas, as
trustee — incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed
on July 6, 2017.
132
10.1
10.1.1
10.2
10.2.1
10.3
10.3.1
10.3.2
10.4
10.4.1
10.4.2
10.4.3
10.5
10.5.1
10.5.2
10.5.3
10.5.4
10.5.5
10.5.6
10.5.7
Performance Incentive Plan of The Coca-Cola Company, as amended and restated as of January 1, 2021 —
incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
December 8, 2020.*
Annual Incentive Plan of The Coca-Cola Company, as amended and restated as of January 1, 2022 —
incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April
27, 2022.*
The Coca-Cola Company 1999 Stock Option Plan, as amended and restated through February 20, 2013 (the
“1999 Stock Option Plan”) — incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on February 20, 2013.*
Form of Stock Option Agreement in connection with the 1999 Stock Option Plan, as adopted February 18,
2009 — incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed
on February 18, 2009.*
The Coca-Cola Company 2008 Stock Option Plan, as amended and restated, effective February 20, 2013 (the
“2008 Stock Option Plan”) — incorporated herein by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed on February 20, 2013.*
Form of Stock Option Agreement for grants under the 2008 Stock Option Plan, as adopted February 18,
2009 — incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed
on February 18, 2009.*
Form of Stock Option Agreement for grants under the 2008 Stock Option Plan, as adopted February 19, 2014
— incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on
February 19, 2014.*
The Coca-Cola Company 1989 Restricted Stock Award Plan, as amended and restated through February 19,
2014 (the “1989 Restricted Stock Award Plan”) — incorporated herein by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on February 19, 2014.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted
February 20, 2013 — incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on
Form 8-K filed on February 20, 2013.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted
February 20, 2013 — incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on
Form 8-K filed on February 20, 2013.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted
February 19, 2014 — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on
Form 8-K filed on February 19, 2014.*
The Coca-Cola Company 2014 Equity Plan, as amended and restated as of February 17, 2016 — incorporated
herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 17, 2016.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 18, 2015 —
incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on
February 18, 2015.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 18, 2015
— incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on
February 18, 2015.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 17, 2016 —
incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on
February 17, 2016.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 17, 2016
— incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on
February 17, 2016.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 15, 2017 —
incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
February 15, 2017.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 15, 2017
— incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on
February 15, 2017.*
Form of Restricted Stock Unit Agreement-Retention Award for grants under the 2014 Equity Plan, as adopted
February 15, 2017 — incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on
Form 8-K filed on February 15, 2017.*
133
10.5.8
10.5.9
10.5.10
10.5.11
10.5.12
10.5.13
10.5.14
10.5.15
10.5.16
10.5.17
10.5.18
10.5.19
10.5.20
10.5.21
10.5.22
10.5.23
10.5.24
10.5.25
10.5.26
Clawback Policy for Awards under The Coca-Cola Company Performance Incentive Plan, as adopted February
15, 2017 — incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K
filed on February 15, 2017.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2018 —
incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 30, 2018.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2018
— incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 30, 2018.*
Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 20, 2019 —
incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 29, 2019.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 20, 2019 —
incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 29, 2019.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 20, 2019
— incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 29, 2019.*
Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 19, 2020 —
incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 27, 2020.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 19, 2020 —
incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 27, 2020.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 19, 2020
— incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 27, 2020.*
The Coca-Cola Company 2014 Equity Plan, as amended and restated as of January 1, 2021 — incorporated
herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on December 8, 2020.*
Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 17, 2021 —
incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended April 2, 2021.*
Form of Performance Share (Emerging Stronger) Agreement for grants under the 2014 Equity Plan, as adopted
February 17, 2021 — incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on
Form 10-Q for the quarter ended April 2, 2021.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 17, 2021 —
incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended April 2, 2021.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 17, 2021
— incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended April 2, 2021.*
The Coca-Cola Company 2014 Equity Plan, as amended and restated as of February 16, 2022 — incorporated
by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1,
2022.*
Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 16, 2022 —
incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16,
2022.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 16, 2022 —
incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 16,
2022.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 16, 2022
— incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February
16, 2022.*
Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 15, 2023 —
incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 26,
2023.*
134
10.5.27
10.5.28
10.5.29
10.5.30
10.5.31
10.6
10.6.1
10.6.2
10.6.3
10.6.4
10.6.5
10.6.6
10.6.7
10.6.8
10.6.9
10.7
10.7.1
10.7.2
10.7.3
10.7.4
10.8
10.8.1
10.8.2
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 15, 2023 —
incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 26,
2023.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 15, 2023
— incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April
26, 2023.*
Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2024.*
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 14,
2024.*
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2024.*
The Coca-Cola Company Supplemental Pension Plan, amended and restated effective January 1, 2010 (the
“Supplemental Pension Plan”) — incorporated herein by reference to Exhibit 10.10.6 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2009.*
Amendment One to the Supplemental Pension Plan, effective December 31, 2012, dated December 6, 2012 —
incorporated herein by reference to Exhibit 10.10.2 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2012.*
Amendment Two to the Supplemental Pension Plan, effective April 1, 2013, dated March 19, 2013 —
incorporated herein by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 29, 2013.*
Amendment Three to the Supplemental Pension Plan, effective January 1, 2010, dated June 15, 2015 —
incorporated herein by reference to Exhibit 10.9.3 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2016.*
Amendment Four to the Supplemental Pension Plan, effective June 1, 2017, dated June 29, 2017 —
incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2017.*
Amendment Five to the Supplemental Pension Plan, dated March 23, 2018 — incorporated herein by reference
to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2018.*
Amendment Six to the Supplemental Pension Plan, dated December 9, 2020 — incorporated herein by
reference to Exhibit 10.8.6 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2020.*
Amendment Seven to the Supplemental Pension Plan, dated June 15, 2022 — incorporated herein by reference
to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2022.*
Amendment Eight to the Supplemental Pension Plan, dated August 9, 2022 — incorporated herein by reference
to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*
Amendment Nine to the Supplemental Pension Plan, dated December 7, 2023.*
The Coca-Cola Company Supplemental 401(k) Plan (f/k/a the Supplemental Thrift Plan of the Company),
amended and restated effective January 1, 2012, dated December 17, 2011 — incorporated herein by reference
to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
Amendment One to The Coca-Cola Company Supplemental 401(k) Plan, dated March 23, 2018 — incorporated
herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 30, 2018.*
Amendment Two to The Coca-Cola Company Supplemental 401(k) Plan, dated December 9, 2020 —
incorporated herein by reference to Exhibit 10.9.2 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2020.*
Amendment Three to The Coca-Cola Company Supplemental 401(k) Plan, dated August 9, 2022 —
incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022.*
Amendment Four to The Coca-Cola Company Supplemental 401(k) Plan, dated December 7, 2023.*
The Coca-Cola Company Supplemental Cash Balance Plan, effective January 1, 2012 (the “Supplemental Cash
Balance Plan”) — incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2011.*
Amendment One to the Supplemental Cash Balance Plan, dated December 6, 2012 — incorporated herein by
reference to Exhibit 10.12.2 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2012.*
Amendment Two to the Supplemental Cash Balance Plan, dated June 15, 2015 — incorporated herein by
reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2015.*
135
10.8.3
10.8.4
10.8.5
10.8.6
10.8.7
10.9
10.9.1
10.9.2
10.10
10.10.1
10.10.2
Amendment Three to the Supplemental Cash Balance Plan, dated March 23, 2018 — incorporated herein by
reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30,
2018.*
Amendment Four to the Supplemental Cash Balance Plan, dated December 9, 2020 — incorporated herein by
reference to Exhibit 10.11.4 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2020.*
Amendment Five to the Supplemental Cash Balance Plan, dated June 15, 2022 — incorporated herein by
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2022.*
Amendment Six to the Supplemental Cash Balance Plan, dated August 9, 2022 — incorporated herein by
reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2022.*
Amendment Seven to the Supplemental Cash Balance Plan, dated December 7, 2023.*
The Coca-Cola Company Directors’ Plan, amended and restated on December 13, 2012, effective January 1,
2013 — incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2012.*
The Coca-Cola Company Directors’ Plan, amended and restated on February 21, 2019, effective April 24, 2019
— incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended June 28, 2019.*
The Coca-Cola Company Directors’ Plan, amended and restated on October 17, 2019, effective January 1, 2020
— incorporated herein by reference to Exhibit 10.11.2 to the Company’s Annual Report on form 10-K for the
year ended December 31, 2019.*
Deferred Compensation Plan of the Company, as amended and restated December 8, 2010 (the “Deferred
Compensation Plan”) — incorporated herein by reference to Exhibit 10.16 to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2010.*
Amendment Number One to the Deferred Compensation Plan, effective January 1, 2016 — incorporated herein
by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1,
2016.*
Amendment Number Two to the Deferred Compensation Plan, dated October 24, 2016 — incorporated herein
by reference to Exhibit 10.13.2 to the Company’s Annual Report on Form 10-K for the year ended December
31, 2016.*
10.10.3
Amendment to the Deferred Compensation Plan, dated November 30, 2023.*
10.11
10.12
10.12.1
10.13
10.14
10.15
10.16
10.16.1
10.17
The Coca-Cola Export Corporation Employee Share Plan, effective as of March 13, 2002 — incorporated
herein by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2002.*
The Coca-Cola Company Benefits Plan for Members of the Board of Directors, as amended and restated
through April 14, 2004 (the “Benefits Plan for Members of the Board of Directors”) — incorporated herein by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2004.*
Amendment Number One to the Benefits Plan for Members of the Board of Directors, dated December 16,
2005 — incorporated herein by reference to Exhibit 10.31.2 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2005.*
The Coca-Cola Company Severance Pay Plan, as amended and restated effective January 1, 2024.*
Order Instituting Cease-and-Desist Proceedings, Making Findings and Imposing a Cease-and-Desist Order
Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of
1934 — incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed
on April 18, 2005.
Offer of Settlement of The Coca-Cola Company — incorporated herein by reference to Exhibit 99.3 to the
Company’s Current Report on Form 8-K filed on April 18, 2005.
Letter, dated July 17, 2008, to Muhtar Kent — incorporated herein by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on July 21, 2008.*
Letter, dated April 27, 2017, from the Company to Muhtar Kent — incorporated herein by reference to
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 28, 2017.*
The Coca-Cola Export Corporation Overseas Retirement Plan, as amended and restated, effective October 1,
2007 (the “TCCEC Overseas Retirement Plan”) — incorporated herein by reference to Exhibit 10.55 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008.*
136
10.17.1
10.17.2
10.17.3
10.17.4
10.18
10.18.1
10.18.2
10.19
10.20
10.20.1
10.20.2
10.21
10.22
10.22.1
10.22.2
10.23
10.24
10.24.1
10.25
10.25.1
10.26
10.26.1
Amendment Number One to the TCCEC Overseas Retirement Plan, dated September 29, 2011 — incorporated
herein by reference to Exhibit 10.34.2 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2011.*
Amendment Number Two to the TCCEC Overseas Retirement Plan, dated November 14, 2011 — incorporated
herein by reference to Exhibit 10.34.3 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2011.*
Amendment Number Three to the TCCEC Overseas Retirement Plan, dated September 27, 2012 —
incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 28, 2012.*
Amendment Number Four to the TCCEC Overseas Retirement Plan, dated November 18, 2014 — incorporated
herein by reference to Exhibit 10.21.4 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2016.*
The Coca-Cola Export Corporation International Thrift Plan, as amended and restated, effective January 1,
2011 (the “TCCEC Thrift Plan”) — incorporated herein by reference to Exhibit 10.8 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended April 1, 2011.*
Amendment Number One to the TCCEC Thrift Plan, dated September 20, 2011 — incorporated herein by
reference to Exhibit 10.35.2 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2011.*
Amendment Number Two to the TCCEC Thrift Plan, dated September 27, 2012 — incorporated herein by
reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September
28, 2012.*
The Coca-Cola Export Corporation Mobile Employees Retirement Plan, effective January 1, 2012 —
incorporated herein by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2015.*
Letter, dated May 18, 2016, from the Company to Brian J. Smith — incorporated herein by reference to Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2016.*
Letter, dated October 18, 2018, from the Company to Brian J. Smith — incorporated herein by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 18, 2018.*
Letter, dated July 21, 2022, from the Company to Brian J. Smith — incorporated herein by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on July 21, 2022.*
Letter, dated September 11, 2012, from the Company to Nathan Kalumbu — incorporated herein by reference
to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on September 14, 2012.*
Letter, dated April 24, 2014, from the Company to Kathy N. Waller — incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 25, 2014.*
Letter, dated March 22, 2017, from the Company to Kathy N. Waller — incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 24, 2017.*
Letter, dated October 17, 2018, from the Company to Kathy N. Waller — incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 18, 2018.*
Letter, dated February 19, 2015, from the Company to Ed Hays — incorporated herein by reference to Exhibit
10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2015.*
Letter, dated August 12, 2015, from the Company to James Quincey — incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 13, 2015.*
Letter, dated April 27, 2017, from the Company to James Quincey — incorporated herein by reference to
Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on April 28, 2017.*
Letter, dated May 18, 2016, from the Company to Mario Alfredo Rivera Garcia — incorporated herein by
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2016.*
Separation Agreement and Full and Complete Release and Agreement on Trade Secrets and Confidentiality
between The Coca-Cola Company and Alfredo Rivera, dated August 20, 2022 — incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2022.*
Letter, dated October 19, 2016, from the Company to Barry Simpson — incorporated herein by reference to
Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.*
Separation Agreement and Full and Complete Release and Agreement on Trade Secrets and Confidentiality
between The Coca-Cola Company and Barry Simpson, dated September 7, 2022 — incorporated herein by
reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2022.*
10.27
Letter, dated October 26, 2016, from the Company to John Murphy — incorporated herein by reference to
Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.*
137
10.27.1
10.27.2
10.28
10.28.1
10.28.2
10.28.3
10.28.4
10.29
10.30
10.30.1
10.30.2
10.31
10.32
10.33
10.33.1
10.34
10.35
10.36
10.37
10.38
10.39
10.39.1
10.40
10.40.1
Letter, dated October 18, 2018, from the Company to John Murphy — incorporated herein by reference to
Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 18, 2018.*
Letter, dated July 21, 2022, from the Company to John Murphy — incorporated herein by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K filed on July 21, 2022.*
Letter, dated March 22, 2017, from the Company to Francisco Xavier Crespo Benitez — incorporated herein by
reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2017.*
Deferred Cash Agreement, dated December 7, 2016, between Servicios Integrados de Administracion y Alta
Gerencia, Sociedad de Responsabilidad Limitada de Capital Variable and Francisco Xavier Crespo Benitez —
incorporated herein by reference to Exhibit 10.47.1 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2016.*
Letter, dated June 5, 2017, from the Company to Francisco Xavier Crespo Benitez — incorporated herein by
reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2017.*
Letter, dated February 14, 2018, from the Company to Francisco Xavier Crespo Benitez — incorporated herein
by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30,
2018.*
Letter, dated November 18, 2019, from the Company to Francisco Xavier Crespo Benitez — incorporated
herein by reference to Exhibit 10.40.4 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2019.*
Letter, dated March 22, 2017, from the Company to Beatriz R. Perez — incorporated herein by reference to
Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.*
Letter, dated March 22, 2017, from the Company to Jennifer K. Mann — incorporated herein by reference to
Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.*
Letter, dated December 11, 2019, from the Company to Jennifer K. Mann — incorporated herein by reference
to Exhibit 10.42.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.*
Letter, dated August 18, 2022, from the Company to Jennifer Mann — incorporated herein by reference to
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*
Letter, dated March 24, 2017, from the Company to Robert E. Long — incorporated herein by reference to
Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.*
Letter, dated April 27, 2017, from the Company to Mark Randazza — incorporated herein by reference to
Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 28, 2017.*
Letter, dated October 23, 2017, from the Company to James Dinkins — incorporated herein by reference to
Exhibit 10.53 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.*
Separation Agreement and Full and Complete Release and Agreement on Competition, Trade Secrets and
Confidentiality between The Coca-Cola Company and James Dinkins, dated August 20, 2020 — incorporated
herein by reference to the Company’s Current Report on Form 8-K filed on August 24, 2020.*
Letter, dated October 17, 2018, from the Company to Manuel Arroyo — incorporated herein by reference to
Exhibit 10.54 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.*
Letter, dated October 17, 2018, from the Company to Nikolaos Koumettis, as further supplemented by Letter,
dated February 1, 2019 — incorporated herein by reference to Exhibit 10.55 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2018.*
Letter, dated October 18, 2018, from the Company to Nancy Quan — incorporated herein by reference to
Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.*
Letter, dated February 14, 2019, from the Company to Lisa Chang — incorporated herein by reference to
Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019.*
Letter, dated February 19, 2020, from the Company to Kathy Loveless — incorporated herein by reference to
Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2020.*
Letter, dated July 15, 2020, from the Company to Bradley Gayton — incorporated herein by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2020.*
Consulting Agreement between The Coca-Cola Company and Bradley Gayton, dated April 20, 2021 —
incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April
21, 2021.*
Letter, dated September 14, 2020, from the Company to Henrique Braun — incorporated herein by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2020.*
Letter, dated December 13, 2022, from the Company to Henrique Braun — incorporated herein by reference to
Exhibit 10.40.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.*
138
10.41
10.42
10.43
21.1
23.1
24.1
31.1
31.2
32.1
97
101
Letter, dated April 23, 2021, from the Company to Monica Howard Douglas — incorporated herein by
reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2021.*
Letter, dated December 14, 2022, from the Company to Bruno Pietracci — incorporated herein by reference to
Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.*
Letter, dated April 1, 2023, from the Company to Erin “Ellie” May — incorporated herein by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.*
List of subsidiaries of the Company as of December 31, 2023.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney of Officers and Directors signing this report.
Rule 13a-14(a)/15d-14(a) Certification, executed by James Quincey, Chairman of the Board of Directors and
Chief Executive Officer of The Coca-Cola Company.
Rule 13a-14(a)/15d-14(a) Certification, executed by John Murphy, President and Chief Financial Officer of The
Coca-Cola Company.
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350), executed by James Quincey, Chairman of the Board of Directors and
Chief Executive Officer of The Coca-Cola Company, and by John Murphy, President and Chief Financial
Officer of The Coca-Cola Company.
The Coca-Cola Company Incentive Based Compensation Recoupment Policy.
The following financial information from The Coca-Cola Company’s Annual Report on Form 10-K for the year
ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i)
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021; (ii) Consolidated
Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021; (iii)
Consolidated Balance Sheets as of December 31, 2023 and 2022; (iv) Consolidated Statements of Cash Flows
for the years ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Shareowners’ Equity
for the years ended December 31, 2023, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).
*Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of
Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
139
Pursuant to the requirements of Section 13 or 15(d) 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.
Signatures
THE COCA-COLA COMPANY
(Registrant)
By:
/s/ JAMES QUINCEY
James Quincey
Chairman of the Board of Directors and Chief
Executive Officer
Date: February 20, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ JAMES QUINCEY
James Quincey
Chairman of the Board of Directors and Chief Executive
Officer
(Principal Executive Officer)
/s/ JOHN MURPHY
John Murphy
President and Chief Financial Officer
(Principal Financial Officer)
February 20, 2024
February 20, 2024
/s/ ERIN MAY
Erin May
Senior Vice President and Controller
(On behalf of the Registrant)
/s/ MARK RANDAZZA
Mark Randazza
Senior Vice President, Assistant Controller and Chief
Accounting Officer
(Principal Accounting Officer)
February 20, 2024
Herb Allen
Director
February 20, 2024
Marc Bolland
Director
February 20, 2024
Ana Botín
Director
February 20, 2024
*
*
*
February 20, 2024
Christopher C. Davis
Director
February 20, 2024
Barry Diller
Director
February 20, 2024
Carolyn Everson
Director
February 20, 2024
*
*
*
140
*
*
*
Amity Millhiser
Director
February 20, 2024
Caroline J. Tsay
Director
February 20, 2024
David B. Weinberg
Director
February 20, 2024
Helene D. Gayle
Director
February 20, 2024
Thomas S. Gayner
Director
February 20, 2024
Alexis M. Herman
Director
February 20, 2024
*
*
*
*
Maria Elena Lagomasino
Director
February 20, 2024
*By:
/s/ JENNIFER MANNING
Jennifer Manning
Attorney-in-fact
February 20, 2024
141
CERTIFICATIONS
EXHIBIT 31.1
I, James Quincey, Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company, certify that:
1.
I have reviewed this annual report on Form 10-K of The Coca-Cola Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
2.
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
3.
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
4.
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
5.
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
February 20, 2024
/s/ JAMES QUINCEY
James Quincey
Chairman of the Board of Directors and Chief
Executive Officer
EXHIBIT 31.2
I, John Murphy, President and Chief Financial Officer of The Coca-Cola Company, certify that:
1.
I have reviewed this annual report on Form 10-K of The Coca-Cola Company;
CERTIFICATIONS
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
2.
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
3.
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
4.
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
5.
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
February 20, 2024
/s/ JOHN MURPHY
John Murphy
President and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the annual report of The Coca-Cola Company (“Company”) on Form 10-K for the period ended
December 31, 2023 (“Report”), I, James Quincey, Chairman of the Board of Directors and Chief Executive Officer
of the Company, and I, John Murphy, President and Chief Financial Officer of the Company, each certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
Act of 1934; and
to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
(2)
operations of the Company.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of
/s/ JAMES QUINCEY
James Quincey
Chairman of the Board of Directors and Chief
Executive Officer
February 20, 2024
/s/ JOHN MURPHY
John Murphy
President and Chief Financial Officer
February 20, 2024