Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table presents information with respect to purchases of common stock of the Company made during the three months ended September 30, 2022 by the Company or any “affiliated purchaser” of the Company as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (“Exchange Act”):
−Removed: Period Total Number
+Added: The following table presents information with respect to purchases of common stock of the Company made during the three months ended March 31, 2023 by the Company or any “affiliated purchaser” of the Company as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (“Exchange Act”):
+Added: Period Total Number of Shares Purchased 1
Per Share Total Number of
6 unchanged sentences
Announced Plan
−Removed: July 2, 2022 through July 29, 2022 2,019,790 $ 62.59 2,007,449 140,686,226
−Removed: July 30, 2022 through August 26, 2022 980,700 63.78 980,700 139,705,526
−Removed: August 27, 2022 through September 30, 2022 874 62.73 — 139,705,526
+Added: January 1, 2023 through January 27, 2023 4,335,060 $ 61.40 4,334,300 135,371,226
+Added: January 28, 2023 through February 24, 2023 6,487,895 59.93 4,641,803 130,729,423
+Added: February 25, 2023 through March 31, 2023 3,400,026 60.05 3,400,200 127,329,223
Total 14,222,981 $ 60.41 12,376,303
1 The total number of shares purchased includes:
−Removed: (i) shares purchased, if any, pursuant to the 2019 Plan described in footnote 2 below and (ii) 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.
−Removed: 2 On February 21, 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.
−Removed: This column discloses the number of shares purchased 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).
+Added: (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.
+Added: 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.
+Added: 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).
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.
12 unchanged sentences
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.
−Removed: By-Laws of the Company, as amended and restated through April 22, 2020 — incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2020.
+Added: By-Laws of the Company, as amended and restated through Dec ember 7, 2022 — incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 12, 2022 .
4.1 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 percent of the total assets of the Company and its consolidated subsidiaries.
45 unchanged sentences
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.
−Removed: Letter, dated July 21, 2022, from the Company to Brian Smith — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 21, 2022 .
−Removed: 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.
−Removed: Letter, dated August 18, 2022 from the Company to Jennifer Mann.
−Removed: 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.
−Removed: 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.
−Removed: Amendment Eight to The Coca-Cola Company Supplemental Pension Plan, dated August 9, 2022.
−Removed: Amendment Six to The Coca-Cola Company Supplemental Cash Balance Plan, dated August 9, 2022.
−Removed: Amendment Three to The Coca-Cola Company Supplemental 401(k) Plan, dated August 9, 2022.
−Removed: Fifth Amendment to The Coca-Cola Company Severance Pay Plan, dated August 9, 2022.
+Added: Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 27, 2023.
+Added: Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 27, 2023.
+Added: Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 27, 2023.
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.
2 unchanged sentences
Section 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.
−Removed: 101 The following financial information from The Coca-Cola Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language):
−Removed: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2022 and October 1, 2021;
−Removed: (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and October 1, 2021;
−Removed: (iii) Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021;
−Removed: (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and October 1, 2021;
+Added: 101 The following financial information from The Coca-Cola Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language):
+Added: (i) Consolidated Statements of Income for the three months ended March 31, 2023 and April 1, 2022;
+Added: (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and April 1, 2022;
+Added: (iii) Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022;
+Added: (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and April 1, 2022;
and (v) Notes to Consolidated Financial Statements.
3 unchanged sentences
/s/ KATHY LOVELESS
−Removed: October 26, 2022 Kathy Loveless
+Added: April 26, 2023 Kathy Loveless
Vice President and Controller
1 unchanged sentence
/s/ MARK RANDAZZA
−Removed: October 26, 2022 Mark Randazza
+Added: April 26, 2023 Mark Randazza
Vice President, Assistant Controller and Chief Accounting Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.