Item 1. Financial Statements
Item 1. Financial Statements
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions except per share data)
Three Months Ended Nine Months Ended
September 29,
2023 September 30,
2022 September 29,
2023 September 30,
2022
Net Operating Revenues $ 11,953 $ 11,063 $ 34,905 $ 32,879
Cost of goods sold 4,657 4,566 13,886 13,487
Gross Profit 7,296 6,497 21,019 19,392
Selling, general and administrative expenses 3,667 3,279 10,173 9,449
Other operating charges 359 130 1,808 1,109
Operating Income 3,270 3,088 9,038 8,834
Interest income 248 128 640 306
Interest expense 368 198 1,114 578
Equity income (loss) — net 517 479 1,330 1,133
Other income (loss) — net ( 130 ) ( 53 ) 576 ( 509 )
Income Before Income Taxes 3,537 3,444 10,470 9,186
Income taxes 454 622 1,753 1,671
Consolidated Net Income 3,083 2,822 8,717 7,515
Less: Net income (loss) attributable to noncontrolling interests ( 4 ) ( 3 ) ( 24 ) 4
Net Income Attributable to Shareowners of The Coca-Cola Company $ 3,087 $ 2,825 $ 8,741 $ 7,511
Basic Net Income Per Share 1
$ 0.71 $ 0.65 $ 2.02 $ 1.74
Diluted Net Income Per Share 1
$ 0.71 $ 0.65 $ 2.01 $ 1.73
Average Shares Outstanding — Basic 4,324 4,325 4,325 4,329
Effect of dilutive securities 15 21 17 23
Average Shares Outstanding — Diluted 4,339 4,346 4,342 4,352
1 Calculated based on net income attributable to shareowners of The Coca-Cola Company.
Refer to Notes to Consolidated Financial Statements.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Three Months Ended Nine Months Ended
September 29,
2023 September 30,
2022 September 29,
2023 September 30,
2022
Consolidated Net Income $ 3,083 $ 2,822 $ 8,717 $ 7,515
Other Comprehensive Income:
Net foreign currency translation adjustments ( 927 ) ( 1,364 ) ( 126 ) ( 2,265 )
Net gains (losses) on derivatives 56 93 ( 39 ) 250
Net change in unrealized gains (losses) on available-for-sale debt securities ( 3 ) 18 6 ( 12 )
Net change in pension and other postretirement benefit liabilities 52 34 65 284
Total Comprehensive Income 2,261 1,603 8,623 5,772
Less: Comprehensive income (loss) attributable to noncontrolling interests ( 28 ) ( 154 ) ( 198 ) ( 200 )
Total Comprehensive Income Attributable to Shareowners
of The Coca-Cola Company
$ 2,289 $ 1,757 $ 8,821 $ 5,972
Refer to Notes to Consolidated Financial Statements.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions except par value)
September 29,
2023 December 31,
2022
ASSETS
Current Assets
Cash and cash equivalents $ 11,883 $ 9,519
Short-term investments 2,332 1,043
Total Cash, Cash Equivalents and Short-Term Investments 14,215 10,562
Marketable securities 1,220 1,069
Trade accounts receivable, less allowances of $ 504 and $ 516 , respectively
3,495 3,487
Inventories 4,252 4,233
Prepaid expenses and other current assets 4,685 3,240
Total Current Assets 27,867 22,591
Equity method investments 19,256 18,264
Other investments 104 501
Other noncurrent assets 7,031 6,189
Deferred income tax assets 1,575 1,746
Property, plant and equipment, less accumulated depreciation of $ 9,188 and $ 9,234 , respectively
8,860 9,841
Trademarks with indefinite lives 14,213 14,214
Goodwill 18,144 18,782
Other intangible assets 528 635
Total Assets $ 97,578 $ 92,763
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 16,837 $ 15,749
Loans and notes payable 3,915 2,373
Current maturities of long-term debt 2,080 399
Accrued income taxes 1,577 1,203
Total Current Liabilities 24,409 19,724
Long-term debt 34,176 36,377
Other noncurrent liabilities 8,427 7,922
Deferred income tax liabilities 2,733 2,914
The Coca-Cola Company Shareowners’ Equity
Common stock, $ 0.25 par value; authorized — 11,200 shares; issued — 7,040 shares
1,760 1,760
Capital surplus 19,081 18,822
Reinvested earnings 73,793 71,019
Accumulated other comprehensive income (loss) ( 14,815 ) ( 14,895 )
Treasury stock, at cost — 2,716 and 2,712 shares, respectively
( 53,494 ) ( 52,601 )
Equity Attributable to Shareowners of The Coca-Cola Company 26,325 24,105
Equity attributable to noncontrolling interests 1,508 1,721
Total Equity 27,833 25,826
Total Liabilities and Equity $ 97,578 $ 92,763
Refer to Notes to Consolidated Financial Statements.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Nine Months Ended
September 29,
2023 September 30,
2022
Operating Activities
Consolidated net income $ 8,717 $ 7,515
Depreciation and amortization 857 953
Stock-based compensation expense 177 273
Deferred income taxes ( 154 ) ( 135 )
Equity (income) loss — net of dividends ( 952 ) ( 767 )
Foreign currency adjustments ( 22 ) 176
Significant (gains) losses — net ( 442 ) 25
Other operating charges 1,665 1,070
Other items ( 48 ) 217
Net change in operating assets and liabilities ( 869 ) ( 1,259 )
Net Cash Provided by Operating Activities 8,929 8,068
Investing Activities
Purchases of investments ( 4,588 ) ( 3,169 )
Proceeds from disposals of investments 2,892 3,049
Acquisitions of businesses, equity method investments and nonmarketable securities ( 45 ) ( 40 )
Proceeds from disposals of businesses, equity method investments and nonmarketable securities 327 229
Purchases of property, plant and equipment ( 1,001 ) ( 776 )
Proceeds from disposals of property, plant and equipment 46 46
Collateral (paid) received associated with hedging activities — net ( 124 ) ( 1,449 )
Other investing activities 70 ( 79 )
Net Cash Provided by (Used in) Investing Activities ( 2,423 ) ( 2,189 )
Financing Activities
Issuances of debt 6,013 4,351
Payments of debt ( 4,794 ) ( 3,761 )
Issuances of stock 424 707
Purchases of stock for treasury ( 1,193 ) ( 1,412 )
Dividends ( 4,078 ) ( 3,910 )
Other financing activities ( 457 ) ( 1,053 )
Net Cash Provided by (Used in) Financing Activities ( 4,085 ) ( 5,078 )
Effect of Exchange Rate Changes on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
( 36 ) ( 392 )
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period 2,385 409
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 9,825 10,025
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at End of Period 12,210 10,434
Less: Restricted cash and restricted cash equivalents at end of period 327 307
Cash and Cash Equivalents at End of Period $ 11,883 $ 10,127
Refer to Notes to Consolidated Financial Statements.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of The Coca-Cola Company for the year ended December 31, 2022.
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. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 29, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Sales of our ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters typically accounting for the highest sales volumes. The volume of sales in the beverage business may be affected by weather conditions.
Each of our quarterly reporting periods, other than the fourth quarter, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The third quarter of 2023 and the third quarter of 2022 ended on September 29, 2023 and September 30, 2022, respectively. Our fourth quarter and our fiscal year end on December 31 regardless of the day of the week on which December 31 falls.
Advertising Costs
The Company’s accounting policy related to advertising costs for annual reporting purposes is to expense 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.
For quarterly reporting purposes, we allocate our estimated full year marketing expenditures that benefit multiple quarters to each of those quarters. We use the proportion of each quarter’s actual unit case volume to the estimated full year unit case volume as the basis for the allocation. This methodology results in our marketing expenditures being recognized at a standard rate per unit case. At the end of each quarter, we review our estimated full year unit case volume and our estimated full year marketing expenditures that benefit multiple quarters in order to evaluate if a change in estimate is necessary. The impact of any change in the full year estimate is recognized in the quarter in which the change in estimate occurs. Our full year marketing expenditures are not impacted by this interim accounting policy.
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.
The following tables provide 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):
September 29,
2023 December 31,
2022
Cash and cash equivalents $ 11,883 $ 9,519
Restricted cash and restricted cash equivalents 1,2
327 306
Cash, cash equivalents, restricted cash and restricted cash equivalents $ 12,210 $ 9,825
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.
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September 30,
2022 December 31,
2021
Cash and cash equivalents $ 10,127 $ 9,684
Restricted cash and restricted cash equivalents 1,2
307 341
Cash, cash equivalents, restricted cash and restricted cash equivalents $ 10,434 $ 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.
NOTE 2: ACQUISITIONS AND DIVESTITURES
Acquisitions
Our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $ 45 million and $ 40 million during the nine months ended September 29, 2023 and September 30, 2022, respectively.
Divestitures
Proceeds from disposals of businesses, equity method investments and nonmarketable securities during the nine months ended September 29, 2023 and September 30, 2022 totaled $ 327 million and $ 229 million, respectively, which primarily related to sales of our ownership interests in certain equity method investees.
Assets and Liabilities Held for Sale
As of September 29, 2023, the Company’s bottling operations in the Philippines and Bangladesh met the criteria to be classified as held for sale. 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. 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 during the nine months ended September 29, 2023.
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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):
September 29,
2023 December 31, 2022
Cash, cash equivalents and short-term investments $ 26 $ 229
Marketable securities 8 —
Trade accounts receivable, less allowances 74 12
Inventories 261 50
Prepaid expenses and other current assets 46 43
Equity method investments 5 —
Other noncurrent assets 29 29
Deferred income tax assets 27 8
Property, plant and equipment — net 1,057 197
Goodwill 226 34
Other intangible assets 15 —
Assets held for sale $ 1,774 $ 602
Accounts payable and accrued expenses $ 446 $ 154
Loans and notes payable 48 —
Accrued income taxes 26 3
Other noncurrent liabilities 104 3
Deferred income tax liabilities 57 —
Liabilities held for sale $ 681 $ 160
NOTE 3 : NET OPERATING REVENUES
The following tables present net operating revenues disaggregated between the United States and International and further by line of business (in millions):
United States International Total
Three Months Ended September 29, 2023
Concentrate operations $ 2,410 $ 4,802 $ 7,212
Finished product operations 2,001 2,740 4,741
Total $ 4,411 $ 7,542 $ 11,953
Three Months Ended September 30, 2022
Concentrate operations $ 2,235 $ 4,339 $ 6,574
Finished product operations 1,909 2,580 4,489
Total $ 4,144 $ 6,919 $ 11,063
United States International Total
Nine Months Ended September 29, 2023
Concentrate operations $ 6,746 $ 13,849 $ 20,595
Finished product operations 5,816 8,494 14,310
Total $ 12,562 $ 22,343 $ 34,905
Nine Months Ended September 30, 2022
Concentrate operations $ 5,768 $ 12,895 $ 18,663
Finished product operations 5,856 8,360 14,216
Total $ 11,624 $ 21,255 $ 32,879
Refer to Note 17 for disclosures of net operating revenues by operating segment and Corporate.
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NOTE 4: INVESTMENTS
Equity Securities
The carrying values of our equity securities were included in the following line items in our consolidated balance sheets (in millions):
Fair Value with Changes Recognized in Income Measurement Alternative — No Readily Determinable Fair Value
September 29, 2023
Marketable securities $ 307 $ —
Other investments 63 41
Other noncurrent assets 1,429 —
Total equity securities $ 1,799 $ 41
December 31, 2022
Marketable securities $ 308 $ —
Other investments 459 42
Other noncurrent assets 1,303 —
Total equity securities $ 2,070 $ 42
The calculation of net unrealized gains and losses recognized during the period related to equity securities still held at the end of the period is as follows (in millions):
Three Months Ended
September 29,
2023 September 30,
2022
Net gains (losses) recognized during the period related to equity securities $ ( 61 ) $ ( 38 )
Less: Net gains (losses) recognized during the period related to equity securities sold
during the period
9 ( 95 )
Net unrealized gains (losses) recognized during the period related to equity securities
still held at the end of the period
$ ( 70 ) $ 57
Nine Months Ended
September 29,
2023 September 30,
2022
Net gains (losses) recognized during the period related to equity securities $ 194 $ ( 399 )
Less: Net gains (losses) recognized during the period related to equity securities sold
during the period
34 ( 350 )
Net unrealized gains (losses) recognized during the period related to equity securities
still held at the end of the period
$ 160 $ ( 49 )
Debt Securities
Our debt securities consisted of the following (in millions):
Gross Unrealized Estimated
Fair Value
Cost Gains Losses
September 29, 2023
Trading securities
$ 43 $ — $ ( 4 ) $ 39
Available-for-sale securities
1,099 22 ( 47 ) 1,074
Total debt securities
$ 1,142 $ 22 $ ( 51 ) $ 1,113
December 31, 2022
Trading securities
$ 43 $ — $ ( 4 ) $ 39
Available-for-sale securities
979 26 ( 61 ) 944
Total debt securities
$ 1,022 $ 26 $ ( 65 ) $ 983
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The carrying values of our debt securities were included in the following line items in our consolidated balance sheets (in millions):
September 29, 2023 December 31, 2022
Trading Securities Available-for-Sale Securities Trading Securities Available-for-Sale Securities
Marketable securities
$ 39 $ 874 $ 39 $ 722
Other noncurrent assets
— 200 — 222
Total debt securities $ 39 $ 1,074 $ 39 $ 944
The contractual maturities of these available-for-sale debt securities as of September 29, 2023 were as follows (in millions):
Cost Estimated
Fair Value
Within 1 year $ 479 $ 472
After 1 year through 5 years 393 400
After 5 years through 10 years 35 43
After 10 years 192 159
Total $ 1,099 $ 1,074
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):
Three Months Ended Nine Months Ended
September 29,
2023 September 30,
2022 September 29,
2023 September 30,
2022
Gross gains $ — $ 2 $ 2 $ 5
Gross losses ( 3 ) ( 43 ) ( 7 ) ( 51 )
Proceeds 184 135 292 479
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 $ 1,484 million and $ 1,378 million as of September 29, 2023 and December 31, 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: INVENTORIES
Inventories consisted of the following (in millions):
September 29,
2023 December 31,
2022
Raw materials and packaging $ 2,497 $ 2,627
Finished goods 1,410 1,247
Other 345 359
Total inventories $ 4,252 $ 4,233
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NOTE 6: HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
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):
Fair Value 1,2
Derivatives Designated as Hedging Instruments Balance Sheet Location 1
September 29,
2023 December 31,
2022
Assets:
Foreign currency contracts Prepaid expenses and other current assets $ 181 $ 126
Foreign currency contracts Other noncurrent assets 38 13
Interest rate contracts Prepaid expenses and other current assets 1 —
Total assets $ 220 $ 139
Liabilities:
Foreign currency contracts Accounts payable and accrued expenses $ 56 $ 54
Foreign currency contracts Other noncurrent liabilities 55 108
Commodity contracts Accounts payable and accrued expenses 8 2
Interest rate contracts Accounts payable and accrued expenses 8 —
Interest rate contracts Other noncurrent liabilities 1,665 1,676
Total liabilities $ 1,792 $ 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 16 for the net presentation of the Company’s derivative instruments.
2 Refer to Note 16 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):
Fair Value 1,2
Derivatives Not Designated as Hedging Instruments Balance Sheet Location 1
September 29,
2023 December 31, 2022
Assets:
Foreign currency contracts Prepaid expenses and other current assets $ 106 $ 46
Foreign currency contracts Other noncurrent assets 10 22
Commodity contracts Prepaid expenses and other current assets 22 34
Commodity contracts Other noncurrent assets 3 —
Total assets $ 141 $ 102
Liabilities:
Foreign currency contracts Accounts payable and accrued expenses $ 29 $ 87
Foreign currency contracts Other noncurrent liabilities 3 1
Commodity contracts Accounts payable and accrued expenses 65 35
Commodity contracts Other noncurrent liabilities 1 —
Other derivative instruments Accounts payable and accrued expenses 10 3
Total liabilities $ 108 $ 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 16 for the net presentation of the Company’s derivative instruments.
2 Refer to Note 16 for additional information related to the estimated fair value.
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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 accumulated other comprehensive income (loss) (“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 the 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 of 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 sterling 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 $ 8,157 million and $ 5,510 million as of September 29, 2023 and December 31, 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 fluctuations 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 September 29, 2023 and December 31, 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 are 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 $ 75 million and $ 35 million as of September 29, 2023 and December 31, 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 enters into interest rate swap agreements and designates 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 this program was $ 500 million as of September 29, 2023. As of December 31, 2022, we did not have any interest rate swaps designated as a cash flow hedge.
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The following tables present 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 Location of Gain (Loss) Recognized in Income Gain (Loss) Reclassified from AOCI into Income
Three Months Ended September 29, 2023
Foreign currency contracts $ 90 Net operating revenues $ ( 2 )
Foreign currency contracts 8 Cost of goods sold —
Foreign currency contracts — Interest expense ( 1 )
Foreign currency contracts ( 12 ) Other income (loss) — net ( 29 )
Commodity contracts ( 5 ) Cost of goods sold ( 4 )
Total $ 81 $ ( 36 )
Three Months Ended September 30, 2022
Foreign currency contracts $ 197 Net operating revenues $ 88
Foreign currency contracts 12 Cost of goods sold 10
Foreign currency contracts — Interest expense ( 1 )
Foreign currency contracts ( 56 ) Other income (loss) — net ( 71 )
Total
$ 153 $ 26
Gain (Loss)
Recognized
in OCI Location of Gain (Loss) Recognized in Income Gain (Loss) Reclassified from AOCI into Income
Nine Months Ended September 29, 2023
Foreign currency contracts $ 32 Net operating revenues $ ( 8 )
Foreign currency contracts 25 Cost of goods sold 8
Foreign currency contracts — Interest expense ( 3 )
Foreign currency contracts ( 3 ) Other income (loss) — net ( 26 )
Commodity contracts ( 16 ) Cost of goods sold ( 10 )
Total $ 38 $ ( 39 )
Nine Months Ended September 30, 2022
Foreign currency contracts $ 475 Net operating revenues $ 148
Foreign currency contracts 34 Cost of goods sold 13
Foreign currency contracts — Interest expense ( 3 )
Foreign currency contracts ( 175 ) Other income (loss) — net ( 171 )
Total
$ 334 $ ( 13 )
As of September 29, 2023, the Company estimates that it will reclassify into earnings during the next 12 months net gains of $ 65 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 $ 13,319 million and $ 13,425 million as of September 29, 2023 and December 31, 2022, respectively.
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The following tables summarize 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 Location of Gain (Loss) Recognized in Income Gain (Loss)
Recognized in Income
Three Months Ended
September 29,
2023 September 30,
2022
Interest rate contracts Interest expense $ ( 103 ) $ ( 688 )
Fixed-rate debt Interest expense 109 705
Net impact of fair value hedging instruments $ 6 $ 17
Hedging Instruments and Hedged Items Location of Gain (Loss) Recognized in Income Gain (Loss)
Recognized in Income
Nine Months Ended
September 29,
2023 September 30,
2022
Interest rate contracts Interest expense $ 3 $ ( 1,873 )
Fixed-rate debt Interest expense 18 1,871
Net impact of fair value hedging instruments $ 21 $ ( 2 )
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 Adjustments 1
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 September 29,
2023 December 31,
2022 September 29,
2023 December 31,
2022 September 29,
2023 December 31,
2022
Current maturities of long-term debt $ 528 $ — $ ( 4 ) $ — $ — $ —
Long-term debt 11,233 11,900 ( 1,685 ) ( 1,664 ) 171 195
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.
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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):
Notional Values Gain (Loss) Recognized in OCI
as of Three Months Ended Nine Months Ended
September 29,
2023 December 31,
2022 September 29,
2023 September 30,
2022 September 29,
2023 September 30,
2022
Foreign currency contracts $ — $ — $ 1 $ ( 1 ) $ — $ ( 2 )
Foreign currency denominated debt 11,384 12,061 383 709 149 1,768
Total $ 11,384 $ 12,061 $ 384 $ 708 $ 149 $ 1,766
The Company did not reclassify any gains or losses related to net investment hedges from AOCI into earnings during the three and nine months ended September 29, 2023 and September 30, 2022. In addition, the Company did not have any ineffectiveness related to net investment hedges during the three and nine months ended September 29, 2023 and September 30, 2022. 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 are 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 are not designated and/or do 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 $ 6,309 million and $ 4,902 million as of September 29, 2023 and December 31, 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. As of September 29, 2023 and December 31, 2022, we did not have any interest rate contracts used as economic hedges.
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 $ 360 million and $ 336 million as of September 29, 2023 and December 31, 2022, respectively.
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The following tables present the pretax impact that changes in the fair values of derivatives not designated as hedging instruments had on earnings (in millions):
Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income Gain (Loss)
Recognized in Income
Three Months Ended
September 29,
2023 September 30,
2022
Foreign currency contracts Net operating revenues $ 40 $ 16
Foreign currency contracts Cost of goods sold ( 1 ) 21
Foreign currency contracts Other income (loss) — net ( 15 ) 41
Commodity contracts Cost of goods sold 40 ( 10 )
Other derivative instruments Selling, general and administrative expenses ( 10 ) ( 17 )
Total $ 54 $ 51
Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income Gain (Loss)
Recognized in Income
Nine Months Ended
September 29,
2023 September 30,
2022
Foreign currency contracts Net operating revenues $ 23 $ 23
Foreign currency contracts Cost of goods sold 50 44
Foreign currency contracts Other income (loss) — net ( 15 ) 79
Commodity contracts Cost of goods sold ( 90 ) ( 5 )
Other derivative instruments Selling, general and administrative expenses ( 6 ) ( 38 )
Total $ ( 38 ) $ 103
NOTE 7: 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 September 29, 2023 and December 31, 2022, the amount of obligations outstanding that the Company has confirmed as valid to the financial institutions under the SCF program was $ 1,434 million and $ 1,351 million, respectively.
NOTE 8: DEBT AND BORROWING ARRANGEMENTS
Loans and notes payable consist primarily of commercial paper issued in the United States. As of September 29, 2023 and December 31, 2022, we had $ 3,698 million and $ 2,146 million, respectively, in outstanding commercial paper borrowings.
During the nine months ended September 29, 2023, our bottling operations in Africa extinguished prior to maturity U.S. dollar term loans with a total principal amount of $ 121 million, with variable interest rates ranging from the three-month LIBOR plus 2.950 % to the three-month LIBOR plus 3.000 %. Additionally, the bottling operations extinguished prior to maturity a U.S. dollar revolving facility of $ 40 million, with a variable interest rate of SOFR plus 2.344 %.
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During the nine months ended September 29, 2023, the Company also retired upon maturity fixed interest rate U.S. dollar debentures of $ 91 million due September 15, 2023 with an interest rate of 6.750 %.
NOTE 9: COMMITMENTS AND CONTINGENCIES
Guarantees
As of September 29, 2023, we were contingently liable for guarantees of indebtedness owed by third parties of $ 1,153 million, of which $ 119 million was related to variable interest entities. Our guarantees are primarily related to third-party customers, bottlers and vendors and have arisen 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.
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.
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.
On September 17, 2015, the Company received a Statutory Notice of Deficiency (“Notice”) from the U.S. 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.
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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.
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. The Tax Court reserved ruling on the effect of Brazilian legal restrictions on the payment of royalties by the Company’s licensee in Brazil until after the Tax Court issues its opinion in the separate case of 3M Co. & Subs. v. Commissioner, T.C. Docket No. 5816-13 (filed March 11, 2013). The Tax Court issued its opinion in 3M Co.’s case (“3M Co. opinion”) on February 9, 2023. Once the Tax Court completes its analysis of the application of the 3M Co. opinion to the Company’s case, the Company expects the Tax Court to render another opinion, and ultimately a decision, in the Company’s case.
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 Opinion 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 Opinion (“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 Opinion 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 September 29, 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 September 29, 2023 to $ 432 million.
While the Company strongly disagrees 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 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 Opinion, 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, 2022 for the 2007 through 2009 litigated tax years and for subsequent tax years from 2010 through 2022. The calculations incorporated the estimated impact of correlative adjustments to the previously accrued transition tax payable under the 2017 Tax Cuts and Jobs Act. The Company estimates that the potential aggregate incremental tax and interest liability could be approximately $ 14 billion as of December 31, 2022. 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 estimates the impact of the continued application of the Tax Court Methodology for the three and nine months ended September 29, 2023 would increase the potential aggregate incremental tax and interest liability by approximately $ 400 million
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and $ 1,200 million, respectively. Additionally, we currently project the continued application of the Tax Court Methodology in future years, assuming similar facts and circumstances as of December 31, 2022, would result in an incremental annual tax liability that would increase the Company’s effective tax rate by approximately 3.5 %.
The Company does not know when the Tax Court will issue its opinion regarding the effect of Brazilian legal restrictions on the payment of royalties by the Company’s licensee in Brazil for the 2007 through 2009 tax years. After the Tax Court issues its opinion on the Company’s Brazilian licensee, the Company and the IRS will be provided time to agree on the tax impact of both opinions, after which the Tax Court would 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 and pay the tax liability and interest related to the 2007 through 2009 tax years. 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 $ 5.6 billion (including interest accrued through September 29, 2023), plus any additional interest accrued through the time of payment. Some or all of this amount 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 $ 190 million and $ 199 million as of September 29, 2023 and December 31, 2022, respectively.
NOTE 10: 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):
September 29,
2023 December 31,
2022
Net foreign currency translation adjustments $ ( 13,561 ) $ ( 13,609 )
Accumulated net gains (losses) on derivatives ( 15 ) 24
Unrealized net gains (losses) on available-for-sale debt securities ( 19 ) ( 25 )
Adjustments to pension and other postretirement benefit liabilities ( 1,220 ) ( 1,285 )
Accumulated other comprehensive income (loss) $ ( 14,815 ) $ ( 14,895 )
The following table summarizes the allocation of total comprehensive income between shareowners of The Coca-Cola Company and noncontrolling interests (in millions):
Nine Months Ended September 29, 2023
Shareowners of
The Coca-Cola Company Noncontrolling
Interests Total
Consolidated net income $ 8,741 $ ( 24 ) $ 8,717
Other comprehensive income:
Net foreign currency translation adjustments 48 ( 174 ) ( 126 )
Net gains (losses) on derivatives 1
( 39 ) — ( 39 )
Net change in unrealized gains (losses) on available-for-sale debt securities 2
6 — 6
Net change in pension and other postretirement benefit liabilities 65 — 65
Total comprehensive income (loss) $ 8,821 $ ( 198 ) $ 8,623
1 Refer to Note 6 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.
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The following tables present OCI attributable to shareowners of The Coca-Cola Company, including our proportionate share of equity method investees’ OCI (in millions):
Three Months Ended September 29, 2023 Before-Tax Amount Income Tax After-Tax Amount
Foreign currency translation adjustments:
Translation adjustments arising during the period $ ( 508 ) $ 41 $ ( 467 )
Gains (losses) on intra-entity transactions that are of a long-term investment nature ( 724 ) — ( 724 )
Gains (losses) on net investment hedges arising during the period 1
384 ( 96 ) 288
Net foreign currency translation adjustments $ ( 848 ) $ ( 55 ) $ ( 903 )
Derivatives:
Gains (losses) arising during the period $ 49 $ ( 20 ) $ 29
Reclassification adjustments recognized in net income 36 ( 9 ) 27
Net gains (losses) on derivatives 1
$ 85 $ ( 29 ) $ 56
Available-for-sale debt securities:
Unrealized gains (losses) arising during the period $ ( 7 ) $ 2 $ ( 5 )
Reclassification adjustments recognized in net income 3 ( 1 ) 2
Net change in unrealized gains (losses) on available-for-sale debt securities 2
$ ( 4 ) $ 1 $ ( 3 )
Pension and other postretirement benefit liabilities:
Net pension and other postretirement benefit liabilities arising during the period $ 27 $ 7 $ 34
Reclassification adjustments recognized in net income 23 ( 5 ) 18
Net change in pension and other postretirement benefit liabilities $ 50 $ 2 $ 52
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company $ ( 717 ) $ ( 81 ) $ ( 798 )
1 Refer to Note 6 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.
Nine Months Ended September 29, 2023 Before-Tax Amount Income Tax After-Tax Amount
Foreign currency translation adjustments:
Translation adjustments arising during the period $ 229 $ ( 113 ) $ 116
Reclassification adjustments recognized in net income 101 — 101
Gains (losses) on intra-entity transactions that are of a long-term investment nature ( 281 ) — ( 281 )
Gains (losses) on net investment hedges arising during the period 1
149 ( 37 ) 112
Net foreign currency translation adjustments $ 198 $ ( 150 ) $ 48
Derivatives:
Gains (losses) arising during the period $ ( 58 ) $ ( 10 ) $ ( 68 )
Reclassification adjustments recognized in net income 39 ( 10 ) 29
Net gains (losses) on derivatives 1
$ ( 19 ) $ ( 20 ) $ ( 39 )
Available-for-sale debt securities:
Unrealized gains (losses) arising during the period $ 6 $ ( 4 ) $ 2
Reclassification adjustments recognized in net income 5 ( 1 ) 4
Net change in unrealized gains (losses) on available-for-sale debt securities 2
$ 11 $ ( 5 ) $ 6
Pension and other postretirement benefit liabilities:
Net pension and other postretirement benefit liabilities arising during the period $ 11 $ 1 $ 12
Reclassification adjustments recognized in net income 67 ( 14 ) 53
Net change in pension and other postretirement benefit liabilities $ 78 $ ( 13 ) $ 65
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company $ 268 $ ( 188 ) $ 80
1 Refer to Note 6 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.
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Three Months Ended September 30, 2022 Before-Tax Amount Income Tax After-Tax Amount
Foreign currency translation adjustments:
Translation adjustments arising during the period $ ( 401 ) $ ( 3 ) $ ( 404 )
Gains (losses) on intra-entity transactions that are of a long-term investment nature ( 1,340 ) — ( 1,340 )
Gains (losses) on net investment hedges arising during the period 1
708 ( 177 ) 531
Net foreign currency translation adjustments $ ( 1,033 ) $ ( 180 ) $ ( 1,213 )
Derivatives:
Gains (losses) arising during the period $ 150 $ ( 38 ) $ 112
Reclassification adjustments recognized in net income ( 26 ) 7 ( 19 )
Net gains (losses) on derivatives 1
$ 124 $ ( 31 ) $ 93
Available-for-sale debt securities:
Unrealized gains (losses) arising during the period $ ( 12 ) $ ( 1 ) $ ( 13 )
Reclassification adjustments recognized in net income 41 ( 10 ) 31
Net change in unrealized gains (losses) on available-for-sale debt securities 2
$ 29 $ ( 11 ) $ 18
Pension and other postretirement benefit liabilities:
Net pension and other postretirement benefit liabilities arising during the period $ 21 $ ( 7 ) $ 14
Reclassification adjustments recognized in net income 26 ( 6 ) 20
Net change in pension and other postretirement benefit liabilities $ 47 $ ( 13 ) $ 34
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company $ ( 833 ) $ ( 235 ) $ ( 1,068 )
1 Refer to Note 6 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.
Nine Months Ended September 30, 2022 Before-Tax Amount Income Tax After-Tax Amount
Foreign currency translation adjustments:
Translation adjustments arising during the period $ ( 27 ) $ ( 216 ) $ ( 243 )
Reclassification adjustments recognized in net income 200 — 200
Gains (losses) on intra-entity transactions that are of a long-term investment nature ( 3,343 ) — ( 3,343 )
Gains (losses) on net investment hedges arising during the period 1
1,766 ( 441 ) 1,325
Net foreign currency translation adjustments $ ( 1,404 ) $ ( 657 ) $ ( 2,061 )
Derivatives:
Gains (losses) arising during the period $ 330 $ ( 90 ) $ 240
Reclassification adjustments recognized in net income 13 ( 3 ) 10
Net gains (losses) on derivatives 1
$ 343 $ ( 93 ) $ 250
Available-for-sale debt securities:
Unrealized gains (losses) arising during the period $ ( 56 ) $ 9 $ ( 47 )
Reclassification adjustments recognized in net income 46 ( 11 ) 35
Net change in unrealized gains (losses) on available-for-sale debt securities 2
$ ( 10 ) $ ( 2 ) $ ( 12 )
Pension and other postretirement benefit liabilities:
Net pension and other postretirement benefit liabilities arising during the period $ 287 $ ( 65 ) $ 222
Reclassification adjustments recognized in net income 82 ( 20 ) 62
Net change in pension and other postretirement benefit liabilities $ 369 $ ( 85 ) $ 284
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company $ ( 702 ) $ ( 837 ) $ ( 1,539 )
1 Refer to Note 6 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.
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The following table presents the amounts and line items in our consolidated statements of income where adjustments reclassified from AOCI into income were recorded (in millions):
Amount Reclassified from AOCI
into Income
Description of AOCI Component Financial Statement Line Item Three Months Ended September 29, 2023 Nine Months Ended September 29, 2023
Foreign currency translation adjustments:
Divestitures, deconsolidations and other 1
Other income (loss) — net $ — $ 101
Income before income taxes — 101
Income taxes — —
Consolidated net income $ — $ 101
Derivatives:
Foreign currency contracts Net operating revenues $ 2 $ 8
Foreign currency contracts and commodity contracts Cost of goods sold 4 2
Foreign currency contracts Interest expense 1 3
Foreign currency contracts Other income (loss) — net 29 26
Income before income taxes 36 39
Income taxes ( 9 ) ( 10 )
Consolidated net income $ 27 $ 29
Available-for-sale debt securities:
Sale of debt securities Other income (loss) — net $ 3 $ 5
Income before income taxes 3 5
Income taxes ( 1 ) ( 1 )
Consolidated net income $ 2 $ 4
Pension and other postretirement benefit liabilities:
Recognized net actuarial loss Other income (loss) — net $ 23 $ 68
Recognized prior service cost (credit) Other income (loss) — net — ( 1 )
Income before income taxes 23 67
Income taxes ( 5 ) ( 14 )
Consolidated net income $ 18 $ 53
1 Related to the refranchising of our bottling operations in Vietnam and the sale of our ownership interest in one of our equity method investees. Refer to Note 2.
NOTE 11: CHANGES IN EQUITY
The following tables provide a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to shareowners of The Coca-Cola Company and equity attributable to noncontrolling interests (in millions):
Shareowners of The Coca-Cola Company
Three Months Ended September 29, 2023 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests
June 30, 2023 4,324 $ 27,552 $ 72,695 $ ( 14,017 ) $ 1,760 $ 18,993 $ ( 53,418 ) $ 1,539
Comprehensive income (loss) — 2,261 3,087 ( 798 ) — — — ( 28 )
Dividends paid/payable to
shareowners of The Coca-Cola
Company ($ 0.46 per share)
— ( 1,989 ) ( 1,989 ) — — — — —
Dividends paid to noncontrolling
interests
— ( 3 ) — — — — — ( 3 )
Purchases of treasury stock ( 2 ) ( 108 ) — — — — ( 108 ) —
Impact related to stock-based
compensation plans 2 120 — — — 88 32 —
September 29, 2023 4,324 $ 27,833 $ 73,793 $ ( 14,815 ) $ 1,760 $ 19,081 $ ( 53,494 ) $ 1,508
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Shareowners of The Coca-Cola Company
Nine Months Ended September 29, 2023 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests
December 31, 2022 4,328 $ 25,826 $ 71,019 $ ( 14,895 ) $ 1,760 $ 18,822 $ ( 52,601 ) $ 1,721
Comprehensive income (loss) — 8,623 8,741 80 — — — ( 198 )
Dividends paid/payable to
shareowners of The Coca-Cola
Company ($ 1.38 per share)
— ( 5,967 ) ( 5,967 ) — — — — —
Dividends paid to noncontrolling
interests
— ( 16 ) — — — — — ( 16 )
Acquisition of interests held by
noncontrolling owners — ( 22 ) — — — ( 20 ) — ( 2 )
Purchases of treasury stock ( 18 ) ( 1,087 ) — — — — ( 1,087 ) —
Impact related to stock-based
compensation plans 14 476 — — — 282 194 —
Other activities — — — — — ( 3 ) — 3
September 29, 2023 4,324 $ 27,833 $ 73,793 $ ( 14,815 ) $ 1,760 $ 19,081 $ ( 53,494 ) $ 1,508
Shareowners of The Coca-Cola Company
Three Months Ended September 30, 2022 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests
July 1, 2022 4,326 $ 24,803 $ 69,970 $ ( 14,801 ) $ 1,760 $ 18,581 $ ( 52,505 ) $ 1,798
Comprehensive income (loss) — 1,603 2,825 ( 1,068 ) — — — ( 154 )
Dividends paid/payable to
shareowners of The Coca-Cola
Company ($ 0.44 per share)
— ( 1,902 ) ( 1,902 ) — — — — —
Dividends paid to noncontrolling
interests — ( 13 ) — — — — — ( 13 )
Purchases of treasury stock ( 3 ) ( 188 ) — — — — ( 188 ) —
Impact related to stock-based
compensation plans 1 133 — — — 106 27 —
September 30, 2022 4,324 $ 24,436 $ 70,893 $ ( 15,869 ) $ 1,760 $ 18,687 $ ( 52,666 ) $ 1,631
Shareowners of The Coca-Cola Company
Nine Months Ended September 30, 2022 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests
December 31, 2021 4,325 $ 24,860 $ 69,094 $ ( 14,330 ) $ 1,760 $ 18,116 $ ( 51,641 ) $ 1,861
Comprehensive income (loss) — 5,772 7,511 ( 1,539 ) — — — ( 200 )
Dividends paid/payable to
shareowners of The Coca-Cola
Company ($ 1.32 per share)
— ( 5,712 ) ( 5,712 ) — — — — —
Dividends paid to noncontrolling
interests — ( 29 ) — — — — — ( 29 )
Purchases of treasury stock ( 21 ) ( 1,336 ) — — — — ( 1,336 ) —
Impact related to stock-based
compensation plans 20 881 — — — 570 311 —
Other activities — — — — — 1 — ( 1 )
September 30, 2022 4,324 $ 24,436 $ 70,893 $ ( 15,869 ) $ 1,760 $ 18,687 $ ( 52,666 ) $ 1,631
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NOTE 12: SIGNIFICANT OPERATING AND NONOPERATING ITEMS
Other Operating Charges
During the three months ended September 29, 2023, the Company recorded other operating charges of $ 359 million. These charges consisted of $ 296 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife, LLC (“fairlife”) in 2020, $ 58 million related to the Company’s productivity and reinvestment program, $ 4 million for the amortization of noncompete agreements related to the BA Sports Nutrition, LLC (“BodyArmor”) acquisition in 2021 and $ 1 million related to tax litigation expense.
During the nine months ended September 29, 2023, the Company recorded other operating charges of $ 1,808 million. These charges consisted of $ 1,620 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition, $ 109 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 $ 26 million related to the restructuring of our North America operating unit, $ 11 million for the amortization of noncompete agreements related to the BodyArmor acquisition and $ 7 million related to tax litigation expense.
During the three months ended September 30, 2022, the Company recorded other operating charges of $ 130 million. These charges primarily consisted of $ 57 million related to the impairment of a trademark in Asia Pacific, $ 32 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition, $ 27 million related to the Company’s productivity and reinvestment program, and $ 15 million related to the BodyArmor acquisition, which included various transition and transaction costs, employee retention costs and the amortization of noncompete agreements.
During the nine months ended September 30, 2022, the Company recorded other operating charges of $ 1,109 million. These charges primarily consisted of $ 971 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition, $ 57 million related to the impairment of a trademark in Asia Pacific and $ 56 million related to the Company’s productivity and reinvestment program. In addition, other operating charges included $ 23 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.
Refer to Note 9 for additional information on the tax litigation. Refer to Note 13 for additional information on the Company’s restructuring initiatives. Refer to Note 16 for additional information on the fairlife acquisition and on the impairment charge. Refer to Note 17 for the impact these charges had on our operating segments and Corporate.
Other Nonoperating Items
Equity Income (Loss) — Net
During the three and nine months ended September 29, 2023, the Company recorded net charges of $ 48 million and $ 132 million, respectively. During the three and nine months ended September 30, 2022, the Company recorded net charges of $ 14 million and $ 44 million, 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 17 for the impact these items had on our operating segments and Corporate.
Other Income (Loss) — Net
During the three months ended September 29, 2023, the Company recognized a net loss of $ 119 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.
During the nine months ended September 29, 2023, the Company recognized a net gain of $ 439 million related to the refranchising of our bottling operations in Vietnam. Additionally, the Company recognized a net gain of $ 121 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.
During the three months ended September 30, 2022, the Company recorded a net loss of $ 78 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.
During the nine months ended September 30, 2022, the Company recorded a net loss of $ 449 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 recorded an other-than-temporary impairment charge of $ 96 million related to an equity method investee in Russia. The Company also recorded a net loss of $ 24 million as a result of one of our equity method investees issuing additional shares of its stock.
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Refer to Note 2 for additional information on the refranchising of our bottling operations in Vietnam. Refer to Note 4 for additional information on equity and debt securities. Refer to Note 16 for additional information on the impairment charge and one of our equity method investees issuing additional shares of its stock. Refer to Note 17 for the impact these items had on our operating segments and Corporate.
NOTE 13: RESTRUCTURING
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. The program was expanded multiple times, with the last expansion occurring in April 2017. While we expect most of the remaining initiatives included in this program, which are primarily designed to further simplify and standardize our organization, to be completed by the end of 2023, certain initiatives may extend into 2024.
During the three and nine months ended September 29, 2023, the Company incurred expenses of $ 58 million and $ 109 million, respectively, and during the three and nine months ended September 30, 2022 incurred expenses of $ 27 million and $ 56 million, respectively, related to our productivity and reinvestment program. These expenses primarily included internal and external costs associated with the implementation of the program’s initiatives and were recorded in the line item other operating charges in our consolidated statements of income. Refer to Note 17 for the impact these expenses had on our operating segments and Corporate. The Company has incurred total pretax expenses of $ 4,238 million related to this program since it commenced.
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. During the nine months ended September 29, 2023, the Company incurred expenses of $ 26 million related to this program. These expenses primarily included severance costs and were recorded in the line item other operating charges in our consolidated statement of income. Refer to Note 17 for the impact these expenses had on our operating segments and Corporate. The Company has incurred total pretax expenses of $ 64 million related to this program since it commenced.
NOTE 14: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
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
Three Months Ended
September 29,
2023 September 30,
2022 September 29,
2023 September 30,
2022
Service cost $ 24 $ 25 $ 1 $ 2
Interest cost 80 65 6 4
Expected return on plan assets 1
( 119 ) ( 132 ) ( 3 ) ( 4 )
Amortization of net actuarial loss (gain) 24 26 ( 1 ) —
Net periodic benefit cost (income) $ 9 $ ( 16 ) $ 3 $ 2
1 The weighted-average expected long-term rates of return on plan assets used in computing 2023 net periodic benefit cost (income) were 7.00 % for pension plans and 3.75 % for other postretirement benefit plans.
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Pension Plans Other Postretirement
Benefit Plans
Nine Months Ended
September 29,
2023 September 30,
2022 September 29,
2023 September 30,
2022
Service cost $ 71 $ 69 $ 3 $ 5
Interest cost 242 167 20 13
Expected return on plan assets 1
( 357 ) ( 428 ) ( 10 ) ( 12 )
Amortization of prior service cost (credit) 1 — ( 2 ) ( 2 )
Amortization of net actuarial loss (gain) 72 84 ( 4 ) —
Net periodic benefit cost (income) $ 29 $ ( 108 ) $ 7 $ 4
1 The weighted-average expected long-term rates of return on plan assets used in computing 2023 net periodic benefit cost (income) were 7.00 % for pension plans and 3.75 % for other postretirement benefit plans.
All of the amounts in the tables above, other than service cost, were recorded in the line item other income (loss) — net in our consolidated statements of income. During the nine months ended September 29, 2023, the Company contributed $ 27 million to our pension trusts, and we anticipate making additional contributions of approximately $ 13 million during the remainder of 2023. The Company contributed $ 24 million to our pension trusts during the nine months ended September 30, 2022.
NOTE 15: INCOME TAXES
The Company recorded income taxes of $ 454 million ( 12.8 % effective tax rate) and $ 622 million ( 18.1 % effective tax rate) during the three months ended September 29, 2023 and September 30, 2022, respectively. The Company recorded income taxes of $ 1,753 million ( 16.7 % effective tax rate) and $ 1,671 million ( 18.2 % effective tax rate) during the nine months ended September 29, 2023 and September 30, 2022, respectively.
The Company’s effective tax rates for the three and nine months ended September 29, 2023 and September 30, 2022 vary from the statutory U.S. federal tax rate of 21.0 % primarily due to the tax impact of significant operating and nonoperating items, as described in Note 12, along with the tax benefits of having significant earnings generated outside of the United States and significant earnings generated in investments accounted for under the equity method, both of which are generally taxed at rates lower than the statutory U.S. federal tax rate.
The Company’s effective tax rates for the three and nine months ended September 29, 2023 included $ 186 million and $ 311 million, respectively, of net tax benefits related to various discrete tax items, including return to provision adjustments and the net tax impact of agreed-upon audit issues. The Company’s effective tax rate for the nine months ended September 29, 2023 also included a tax benefit of $ 90 million related to a change in tax law in a certain foreign jurisdiction.
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. The Company strongly disagrees with the Opinion and intends to vigorously defend its position. Refer to Note 9 for additional information on the tax litigation.
NOTE 16: FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following tables summarize assets and liabilities measured at fair value on a recurring basis (in millions):
September 29, 2023 Level 1 Level 2 Level 3 Other 3
Netting
Adjustment 4
Fair Value
Measurements
Assets:
Equity securities with readily determinable values 1
$ 1,545 $ 169 $ 2 $ 83 $ — $ 1,799
Debt securities 1
— 1,101 12
— — 1,113
Derivatives 2
2 359 — — ( 256 ) 6
105 8
Total assets $ 1,547 $ 1,629 $ 14 $ 83 $ ( 256 ) $ 3,017
Liabilities:
Contingent consideration liability $ — $ — $ 2,935 5
$ — $ — $ 2,935
Derivatives 2
8 1,892 — — ( 1,770 ) 7
130 8
Total liabilities $ 8 $ 1,892 $ 2,935 $ — $ ( 1,770 ) $ 3,065
1 Refer to Note 4 for additional information related to the composition of our equity securities with readily determinable values and debt securities.
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2 Refer to Note 6 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 6.
5 Represents the fair value of the remaining milestone payment related to our acquisition of 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 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. The Company made a milestone payment of $ 275 million during the nine months ended September 29, 2023.
6 The Company is not obligated to return any cash collateral it has netted against its derivative position.
7 The Company has the right to reclaim $ 1,514 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: $ 54 million in the line item prepaid expenses and other current assets, $ 51 million in the line item other noncurrent assets, and $ 130 million in the line item other noncurrent liabilities . Refer to Note 6 for additional information related to the composition of our derivatives portfolio.
December 31, 2022 Level 1 Level 2 Level 3 Other 3
Netting
Adjustment 4
Fair Value
Measurements
Assets:
Equity securities with readily determinable values 1
$ 1,801 $ 169 $ 15 $ 85 $ — $ 2,070
Debt securities 1
— 975 8 — — 983
Derivatives 2
2 239 — — ( 227 ) 6
14 8
Total assets $ 1,803 $ 1,383 $ 23 $ 85 $ ( 227 ) $ 3,067
Liabilities:
Contingent consideration liability $ — $ — $ 1,590 5
$ — $ — $ 1,590
Derivatives 2
4 1,962 — — ( 1,678 ) 7
288 8
Total liabilities $ 4 $ 1,962 $ 1,590 $ — $ ( 1,678 ) $ 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 6 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 6.
5 Represents the fair value of future milestone payments related to our acquisition of fairlife in 2020, 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.
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 6 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 three and nine months ended September 29, 2023 and September 30, 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 three and nine months ended September 29, 2023 and September 30, 2022.
Nonrecurring Fair Value Measurements
During the nine months ended September 29, 2023, the Company recorded an asset impairment charge of $ 25 million related to the discontinuation of certain manufacturing operations in Asia Pacific. This impairment charge was derived using Level 3 inputs and was primarily driven by management’s best estimate of the potential proceeds from the disposal of the related assets.
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During the three and nine months ended September 30, 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. During the nine months ended September 30, 2022, the Company recorded an other-than-temporary impairment charge of $ 96 million 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. During the nine months ended September 30, 2022, we also 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.
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. The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those instruments. Where quoted prices are not available, the fair value is estimated using discounted cash flows and market-based expectations for interest rates, credit risk and the contractual terms of the debt instruments. As of September 29, 2023, the carrying value and fair value of our long-term debt, including the current portion, were $ 36,256 million and $ 31,895 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.
NOTE 17: OPERATING SEGMENTS
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 Three Months Ended September 29, 2023
Net operating revenues:
Third party $ 2,009 $ 1,574 $ 4,461 $ 1,235 $ 779 $ 1,855 $ 40 $ — $ 11,953
Intersegment 167 — 2 167 — 4 — ( 340 ) —
Total net operating revenues 2,176 1,574 4,463 1,402 779 1,859 40 ( 340 ) 11,953
Operating income (loss) 1,136 985 1,276 491 81 132 ( 831 ) — 3,270
Income (loss) before income taxes 1,154 988 1,295 491 84 571 ( 1,046 ) — 3,537
Identifiable operating assets 7,142 3,124 25,591 2,324 2
7,349 9,342 2
23,346 — 78,218
Investments 1
372 709 15 71 — 13,310 4,883 — 19,360
As of and for the Three Months Ended September 30, 2022
Net operating revenues:
Third party $ 1,844 $ 1,267 $ 4,197 $ 1,263 $ 679 $ 1,784 $ 29 $ — $ 11,063
Intersegment 143 — 4 164 — 2 — ( 313 ) —
Total net operating revenues 1,987 1,267 4,201 1,427 679 1,786 29 ( 313 ) 11,063
Operating income (loss) 1,046 712 1,082 589 67 46 ( 454 ) — 3,088
Income (loss) before income taxes 1,078 715 1,090 598 69 466 ( 572 ) — 3,444
Identifiable operating assets 7,153 2,072 25,989 2,347 3
6,741 9,384 3
20,480 — 74,166
Investments 1
433 607 19 215 — 12,479 4,552 — 18,305
As of December 31, 2022
Identifiable operating assets $ 7,088 $ 2,067 $ 25,760 $ 2,368 3
$ 7,325 $ 10,232 3
$ 19,158 $ — $ 73,998
Investments 1
410 629 15 219 — 12,892 4,600 — 18,765
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 September 29, 2023.
3 Property, plant and equipment — net in the Philippines represented 10 % of consolidated property, plant and equipment — net as of September 30, 2022 and December 31, 2022. As of September 29, 2023, the Company’s bottling operations in the Philippines met the criteria to be classified as held for sale. Refer to Note 2.
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During the three months ended September 29, 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 $ 296 million for Corporate due to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition. Refer to Note 16.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 58 million for Corporate due to the Company’s productivity and reinvestment program. Refer to Note 13.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 4 million for North America due to the restructuring of our manufacturing operations in the United States.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 4 million for Corporate due to charges related to our acquisition of BodyArmor. Refer to Note 12.
• Income (loss) before income taxes was reduced by $ 119 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 $ 6 million for Asia Pacific and $ 42 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.
During the three months ended September 30, 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 reduced by $ 57 million for Asia Pacific due to the impairment of a trademark. Refer to Note 16.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 32 million for Corporate due to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition. Refer to Note 16.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 27 million for Corporate due to the Company’s productivity and reinvestment program. Refer to Note 13.
• 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 12.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 8 million for North America due to the restructuring of our manufacturing operations in the United States.
• Income (loss) before income taxes was reduced by $ 78 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 $ 14 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.
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Europe, Middle East & Africa Latin
America North
America Asia Pacific Global Ventures Bottling
Investments Corporate Eliminations Consolidated
Nine Months Ended September 29, 2023
Net operating revenues:
Third party $ 5,883 $ 4,338 $ 12,728 $ 3,769 $ 2,251 $ 5,841 $ 95 $ — $ 34,905
Intersegment 505 — 6 571 — 6 — ( 1,088 ) —
Total net operating revenues 6,388 4,338 12,734 4,340 2,251 5,847 95 ( 1,088 ) 34,905
Operating income (loss) 3,404 2,635 3,525 1,727 210 393 ( 2,856 ) — 9,038
Income (loss) before income taxes 3,443 2,645 3,563 1,589 219 1,652 ( 2,641 ) — 10,470
Nine Months Ended September 30, 2022
Net operating revenues:
Third party $ 5,523 $ 3,621 $ 11,815 $ 3,837 $ 2,103 $ 5,903 $ 77 $ — $ 32,879
Intersegment 481 — 6 567 — 6 — ( 1,060 ) —
Total net operating revenues 6,004 3,621 11,821 4,404 2,103 5,909 77 ( 1,060 ) 32,879
Operating income (loss) 3,344 2,146 2,978 2,006 162 352 ( 2,154 ) — 8,834
Income (loss) before income taxes 3,326 2,152 3,002 2,025 173 1,312 ( 2,804 ) — 9,186
During the nine months ended September 29, 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 $ 1,620 million for Corporate due to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition. Refer to Note 16.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 110 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 13.
• 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 $ 26 million for North America due to the restructuring of our North America operating unit. Refer to Note 13.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 15 million for North America due to the restructuring of our manufacturing operations in the United States.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 11 million for Corporate due to charges related to our acquisition of BodyArmor. Refer to Note 12.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 7 million for Corporate related to tax litigation expense. Refer to Note 9.
• 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 $ 121 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 $ 146 million for Asia Pacific and was increased by $ 14 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.
During the nine months ended September 30, 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 reduced by $ 971 million for Corporate due to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition. Refer to Note 16.
30
• 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 16.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 56 million for Corporate due to the Company’s productivity and reinvestment program. Refer to Note 13.
• Operating income (loss) and income (loss) before income taxes were reduced by $ 30 million and $ 31 million, respectively, for North America due to the restructuring of our manufacturing operations in the United States.
• Operating income (loss) and income (loss) before income taxes were increased by $ 21 million for North America and were reduced by $ 44 million for Corporate related to our acquisition of BodyArmor. Refer to Note 12.
• Income (loss) before income taxes was reduced by $ 449 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 16.
• Income (loss) before income taxes was reduced by $ 44 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 16.
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