What changed in this filing

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Item 1. Financial Statements

2024-10-24 compared with 2024-07-29 · 226 added, 186 removed, 1000 unchanged (29% of the section changed)

3 unchanged sentences

(In millions except per share data)

Three Months Ended Six Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Net Operating Revenues $ 11,854 $ 11,953 $ 35,517 $ 34,905

25 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Consolidated Net Income $ 2,850 $ 3,083 $ 8,436 $ 8,717

13 unchanged sentences

(In millions except par value)

September 27,

2024 December 31,

44 unchanged sentences

(In millions)

Six Months Ended

2024 June 30,

Nine Months Ended

September 27,

2024 September 29,

Operating Activities

30 unchanged sentences

Effect of Exchange Rate Changes on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

( 266 ) ( 36 )

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

16 unchanged sentences

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 six months ended June 28, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three and nine months ended September 27, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Sales of our ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters typically accounting for the highest sales volumes.

1 unchanged sentence

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 second quarter of 2024 and the second quarter of 2023 ended on June 28, 2024 and June 30, 2023, respectively.

The third quarter of 2024 and the third quarter of 2023 ended on September 27, 2024 and September 29, 2023, respectively.

Our fourth quarter and our fiscal year end on December 31 regardless of the day of the week on which December 31 falls.

14 unchanged sentences

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 27,

2024 December 31,

2 unchanged sentences

Cash, cash equivalents, restricted cash and restricted cash equivalents $ 14,161 $ 9,692

September 29,

2023 December 31,

12 unchanged sentences

ACQUISITIONS AND DIVESTITURES

Our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $ 25 million and $ 43 million during the six months ended June 28, 2024 and June 30, 2023, respectively.

Proceeds from disposals of businesses, equity method investments and nonmarketable securities during the six months ended June 28, 2024 totaled $ 2,907 million, which primarily related to the refranchising of the Company’s bottling operations that were classified as held for sale as of December 31, 2023.

Also included was the sale of our ownership interest in an equity method investee in Thailand for which we received cash proceeds of $ 728 million and recognized a net gain of $ 516 million, which was recorded in the line item other income (loss) — net in our consolidated statement of income.

Proceeds from disposals of businesses, equity method investments and nonmarketable securities during the six months ended June 30, 2023 totaled $ 320 million, which primarily related to the sale of our ownership interest in an equity method investee in Indonesia to Coca-Cola Europacific Partners plc (“CCEP”), an equity method investee, for which we received cash proceeds of $ 302 million and recognized a net gain of $ 12 million.

Our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $ 153 million and $ 45 million during the nine months ended September 27, 2024 and September 29, 2023, respectively.

In 2024, we invested $ 114 million in alternative energy limited partnerships.

Refer to Note 15 for additional information on these investments.

Proceeds from disposals of businesses, equity method investments and nonmarketable securities during the nine months ended September 27, 2024 totaled $ 3,468 million, which primarily related to the refranchising of the Company’s bottling operations that were classified as held for sale as of December 31, 2023.

Also included was the sale of our ownership interest in an equity method investee in Thailand, for which we received net cash proceeds of $ 718 million and recognized a net gain of $ 506 million, including the impact of post-closing adjustments.

We also sold a portion of our interest in Coca-Cola Consolidated, Inc.

(“Coke Consolidated”), an equity method investee, to Coke Consolidated, for which we received cash proceeds of $ 554 million and recognized a net gain of $ 338 million.

These gains were recorded in the line item other income (loss) — net in our consolidated statements of income.

Proceeds from disposals of businesses, equity method investments and nonmarketable securities during the nine months ended September 29, 2023 totaled $ 327 million, which primarily related to the sale of our ownership interest in an equity method investee in Indonesia to Coca-Cola Europacific Partners plc (“CCEP”), an equity method investee, for which we received cash proceeds of $ 302 million and recognized a net gain of $ 12 million.

The Company also refranchised its bottling operations in Vietnam in January 2023 and recognized a net gain of $ 439 million as a result of the sale.

10 unchanged sentences

Additionally, in February 2024, the Company refranchised its bottling operations in the Philippines to CCEP and a local business partner, for which we received net cash proceeds of $ 1,652 million and recognized a net gain of $ 595 million,

including the impact of post-closing adjustments.

These gains and losses were recorded in the line item other income (loss) — net in our consolidated statement of income.

22 unchanged sentences

United States International Total

Three Months Ended June 28, 2024

Three Months Ended September 27, 2024

Concentrate operations $ 2,283 $ 4,775 $ 7,058

1 unchanged sentence

Total $ 4,903 $ 6,951 $ 11,854

Three Months Ended June 30, 2023

Three Months Ended September 29, 2023

Concentrate operations $ 2,410 $ 4,802 $ 7,212

2 unchanged sentences

United States International Total

Six Months Ended June 28, 2024

Nine Months Ended September 27, 2024

Concentrate operations $ 6,686 $ 14,521 $ 21,207

1 unchanged sentence

Total $ 13,761 $ 21,756 $ 35,517

Six Months Ended June 30, 2023

Nine Months Ended September 29, 2023

Concentrate operations $ 6,746 $ 13,849 $ 20,595

5 unchanged sentences

Fair Value with Changes Recognized in Income Measurement Alternative — No Readily Determinable Fair Value

June 28, 2024

September 27, 2024

Marketable securities $ 413 $ —

9 unchanged sentences

Three Months Ended

2024 June 30,

September 27,

2024 September 29,

Net gains (losses) recognized during the period related to equity securities $ 116 $ ( 61 )

3 unchanged sentences

still held at the end of the period

Six Months Ended

2024 June 30,

$ 98 $ ( 70 )

Nine Months Ended

September 27,

2024 September 29,

Net gains (losses) recognized during the period related to equity securities $ 351 $ 194

7 unchanged sentences

Cost Gains Losses

June 28, 2024

September 27, 2024

Trading securities

12 unchanged sentences

The carrying values of our debt securities were included in the following line items in our consolidated balance sheets (in millions):

June 28, 2024 December 31, 2023

September 27, 2024 December 31, 2023

Trading Securities Available-for-Sale Securities Trading Securities Available-for-Sale Securities

3 unchanged sentences

Total debt securities $ 46 $ 1,705 $ 41 $ 1,134

The contractual maturities of these available-for-sale debt securities as of June 28, 2024 were as follows (in millions):

The contractual maturities of these available-for-sale debt securities as of September 27, 2024 were as follows (in millions):

Cost Estimated

6 unchanged sentences

The sale and/or maturity of available-for-sale debt securities resulted in the following realized activity (in millions):

Three Months Ended Six Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Gross gains $ 9 $ — $ 14 $ 2

6 unchanged sentences

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 $ 1,877 million and $ 1,643 million as of June 28, 2024 and December 31, 2023, 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.

This captive’s solvency capital funds included total equity and debt securities of $ 1,929 million and $ 1,643 million as of September 27, 2024 and December 31, 2023, 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.

Inventories consisted of the following (in millions):

September 27,

2024 December 31,

7 unchanged sentences

Derivatives Designated as Hedging Instruments Balance Sheet Location 1

September 27,

2024 December 31,

1 unchanged sentence

Foreign currency contracts Other noncurrent assets 10 13

Interest rate contracts Prepaid expenses and other current assets 7 —

Interest rate contracts Other noncurrent assets 70 50

13 unchanged sentences

Derivatives Not Designated as Hedging Instruments Balance Sheet Location 1

September 27,

2024 December 31, 2023

2 unchanged sentences

Commodity contracts Prepaid expenses and other current assets 10 5

Commodity contracts Other noncurrent assets 1 —

Other derivative instruments Prepaid expenses and other current assets 12 4

33 unchanged sentences

dollar weakens, the increase in the present value of future foreign currency cash flows is partially offset by losses in the fair value of the derivative instruments.

The total notional values of derivatives that were designated and qualified for the Company’s foreign currency cash flow hedging program were $ 9,199 million and $ 9,408 million as of June 28, 2024 and December 31, 2023, respectively.

The total notional values of derivatives that were designated and qualified for the Company’s foreign currency cash flow hedging program were $ 9,271 million and $ 9,408 million as of September 27, 2024 and December 31, 2023, 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.

1 unchanged sentence

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 values of derivatives that were designated as cash flow hedges for the Company’s foreign currency denominated assets and liabilities were $ 557 million and $ 958 million as of June 28, 2024 and December 31, 2023, respectively.

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.

1 unchanged sentence

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 $ 28 million and $ 54 million as of June 28, 2024 and December 31, 2023, respectively.

The total notional values of derivatives that were designated and qualified for this program were $ 37 million and $ 54 million as of September 27, 2024 and December 31, 2023, respectively.

Our Company monitors our mix of short-term debt and long-term debt regularly.

2 unchanged sentences

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 values of derivatives that were designated and qualified for this program were $ 1,250 million and $ 750 million as of June 28, 2024 and December 31, 2023, respectively.

The total notional values of derivatives that were designated and qualified for this program were $ 250 million and $ 750 million as of September 27, 2024 and December 31, 2023, respectively.

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):

in OCI Location of Gain (Loss) Recognized in Income Gain (Loss) Reclassified from AOCI into Income

Three Months Ended June 28, 2024

Three Months Ended September 27, 2024

Foreign currency contracts $ ( 150 ) Net operating revenues $ 48

5 unchanged sentences

Total $ ( 209 ) $ 72

Three Months Ended June 30, 2023

Three Months Ended September 29, 2023

Foreign currency contracts $ 90 Net operating revenues $ ( 2 )

5 unchanged sentences

in OCI Location of Gain (Loss) Recognized in Income Gain (Loss) Reclassified from AOCI into Income

Six Months Ended June 28, 2024

Nine Months Ended September 27, 2024

Foreign currency contracts $ 58 Net operating revenues $ 30

5 unchanged sentences

Total $ ( 5 ) $ 32

Six Months Ended June 30, 2023

Nine Months Ended September 29, 2023

Foreign currency contracts $ 32 Net operating revenues $ ( 8 )

4 unchanged sentences

$ 38 $ ( 39 )

As of June 28, 2024, the Company estimates that it will reclassify into earnings during the next 12 months net gains of $ 132 million from the pretax amount recorded in AOCI as the anticipated cash flows occur.

As of September 27, 2024, the Company estimates that it will reclassify into earnings during the next 12 months net losses of $ 43 million from the pretax amount recorded in AOCI as the anticipated cash flows occur.

Fair Value Hedging Strategy

5 unchanged sentences

The total notional values of derivatives that were designated and

qualified as fair value hedges of this type were $ 12,898 million and $ 13,693 million as of June 28, 2024 and December 31, 2023, respectively.

qualified as fair value hedges of this type were $ 13,237 million and $ 13,693 million as of September 27, 2024 and December 31, 2023, respectively.

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):

2 unchanged sentences

Three Months Ended

2024 June 30,

September 27,

2024 September 29,

Interest rate contracts Interest expense $ 447 $ ( 103 )

3 unchanged sentences

Recognized in Income

Six Months Ended

2024 June 30,

Nine Months Ended

September 27,

2024 September 29,

Interest rate contracts Interest expense $ 283 $ 3

5 unchanged sentences

Hedged Items Included in the Carrying Values of Hedged Items Remaining for Which Hedge Accounting Has Been Discontinued

Balance Sheet Location of Hedged Items June 28,

Balance Sheet Location of Hedged Items September 27,

2024 December 31,

2023 June 28,

2023 September 27,

2024 December 31,

2023 June 28,

2023 September 27,

2024 December 31,

12 unchanged sentences

Notional Values Gain (Loss) Recognized in OCI

as of Three Months Ended Six Months Ended

as of Three Months Ended Nine Months Ended

September 27,

2024 December 31,

2023 June 28,

2024 June 30,

2023 June 28,

2024 June 30,

2023 September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Foreign currency contracts $ — $ 150 $ ( 8 ) $ 1 $ 16 $ —

1 unchanged sentence

Total $ 14,255 $ 12,587 $ ( 575 ) $ 384 $ ( 194 ) $ 149

The Company reclassified a gain of $ 3 million related to net investment hedges from AOCI into earnings during the six months ended June 28, 2024.

The Company did not reclassify any gains or losses during the three months ended June 28, 2024 nor the three and six months ended June 30, 2023.

In addition, the Company did not have any ineffectiveness related to net investment hedges during the three and six months ended June 28, 2024 and June 30, 2023.

The Company reclassified a gain of $ 3 million related to net investment hedges from AOCI into earnings during the nine months ended September 27, 2024.

The Company did not reclassify any gains or losses during the three months ended September 27, 2024 nor the three and nine months ended September 29, 2023.

In addition, the Company did not have any ineffectiveness related to net investment hedges during the three and nine months ended September 27, 2024 and September 29, 2023.

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.

8 unchanged sentences

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 $ 7,570 million and $ 6,989 million as of June 28, 2024 and December 31, 2023, respectively.

The total notional values of derivatives related to our foreign currency economic hedges were $ 7,750 million and $ 6,989 million as of September 27, 2024 and December 31, 2023, 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 June 28, 2024 and December 31, 2023, we did not have any interest rate contracts used as economic hedges.

As of September 27, 2024 and December 31, 2023, 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 $ 303 million and $ 325 million as of June 28, 2024 and December 31, 2023, respectively.

The total notional values of derivatives related to our economic hedges of this type were $ 386 million and $ 325 million as of September 27, 2024 and December 31, 2023, respectively.

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):

2 unchanged sentences

Three Months Ended

2024 June 30,

September 27,

2024 September 29,

Foreign currency contracts Net operating revenues $ ( 83 ) $ 40

6 unchanged sentences

Recognized in Income

Six Months Ended

2024 June 30,

Nine Months Ended

September 27,

2024 September 29,

Foreign currency contracts Net operating revenues $ 36 $ 23

16 unchanged sentences

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 June 28, 2024 and December 31, 2023, the amount of obligations outstanding that the Company has confirmed as valid to the financial institutions under the SCF program was $ 1,352 million and $ 1,421 million, respectively.

As of September 27, 2024 and December 31, 2023, the amount of obligations outstanding that the Company has confirmed as valid to the financial institutions under the SCF program was $ 1,389 million and $ 1,421 million, respectively.

DEBT AND BORROWING ARRANGEMENTS

Loans and notes payable consist primarily of commercial paper issued in the United States.

As of June 28, 2024 and December 31, 2023, we had $ 3,502 million and $ 4,209 million, respectively, in outstanding commercial paper borrowings.

As of September 27, 2024 and December 31, 2023, we had $ 1,817 million and $ 4,209 million, respectively, in outstanding commercial paper borrowings.

During 2024, the Company issued fixed interest rate U.S.

dollar- and euro-denominated debt of $ 6,000 million and € 2,000 million, respectively, with maturity dates ranging from 2032 to 2064 and interest rates ranging from 3.125 % to 5.400 %.

The carrying value of this debt as of June 28, 2024 was $ 4,017 million.

The carrying value of this debt as of September 27, 2024 was $ 8,130 million.

COMMITMENTS AND CONTINGENCIES

As of June 28, 2024, we were contingently liable for guarantees of indebtedness owed by third parties of $ 811 million, of which $ 84 million was related to variable interest entities.

As of September 27, 2024, we were contingently liable for guarantees of indebtedness owed by third parties of $ 772 million, of which $ 88 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.

56 unchanged sentences

Supreme Court demonstrated how courts are to rule on agency interpretations and actions without the deference previously required by Chevron.

On August 2, 2024, the Tax Court entered a decision reflecting additional federal income tax of $ 2.7 billion for the 2007 through 2009 tax years.

With applicable interest, the total liability for the 2007 through 2009 tax years resulting from the Tax Court’s decision is $ 6.0 billion, for which the IRS issued the Company invoices on September 3, 2024.

The Company paid those invoices on September 10, 2024, which stopped interest from accruing on the additional tax due for the 2007 through 2009 tax years.

That amount, plus interest earned, would be refunded in full or in part if the Company’s tax positions are ultimately sustained on appeal.

For the three and nine months ended September 27, 2024, the Company recorded net interest income of $ 14 million related to this tax payment in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy.

The payment of the IRS invoices and the related accrued interest were recorded in the line item other noncurrent assets in our consolidated balance sheet as of September 27, 2024.

On October 22, 2024, the Company appealed the Tax Court’s decision to the U.S.

Court of Appeals for the Eleventh Circuit.

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 .

6 unchanged sentences

parent company by its foreign licensees, in reliance upon the Closing Agreement, that would be recharacterized as royalties in accordance with the Opinions and the Company’s analysis.

The Company’s conclusion that it is more likely than not the Company’s tax positions will ultimately be sustained on appeal is unchanged as of June 28, 2024.

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 June 28, 2024 to $ 456 million.

While the Company strongly disagrees with the IRS’ positions and the portions of the Opinions affirming such positions, it is possible that some portion or all of the adjustment proposed by the IRS and sustained by the Tax Court could ultimately be upheld.

In that event, the Company would likely be subject to significant additional liabilities for tax years 2007 through 2009, and potentially also for subsequent years, which could have a material adverse impact on the Company’s financial position, results of operations and cash flows.

The Company calculated the potential impact of applying the Tax Court Methodology to reallocate income from foreign licensees potentially covered within the scope of the Opinions, assuming such methodology were to be ultimately upheld by the courts, and the IRS were to decide to apply that methodology to subsequent years, with consent of the federal courts.

This impact would include taxes and interest accrued through December 31, 2023 for the 2007 through 2009 litigated tax years and for subsequent tax years from 2010 through 2023.

The 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 27, 2024.

However, based on the required probability analysis and the accrual of interest through the current reporting period, we updated our tax reserve as of September 27, 2024 to $ 465 million.

While the Company strongly disagrees with the IRS’ positions and the portions of the Opinions affirming such positions, it is possible that some portion or all of the adjustments proposed by the IRS and sustained by the Tax Court could ultimately be upheld.

In that event, the Company would not receive a refund of the applicable portion or all of the $ 6.0 billion it paid in response to the IRS invoices issued in September 2024 and the related accrued interest receivable of $ 14 million as of September 27, 2024.

Additionally, the Company would likely be subject to significant additional liabilities for subsequent years, which could have a material adverse impact on the Company’s financial position, results of operations and cash flows.

The Company calculated the potential impact of applying the Tax Court Methodology to reallocate income from foreign licensees potentially covered within the scope of the Opinions for the 2010 through 2023 tax years, assuming such methodology were to be ultimately upheld by the courts, and the IRS were to decide to apply that methodology to subsequent years, with consent of the federal courts.

This impact would include taxes and interest accrued through December 31, 2023.

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 $ 16 billion as of December 31, 2023.

Additional income tax and interest would continue to accrue until the time any such potential liability, or portion thereof, were to be paid.

The Company estimates the impact of the continued application of the Tax Court Methodology for the three and six months ended June 28, 2024 would increase the potential aggregate incremental tax and interest liability by approximately $ 500 million and $ 1.0 billion, respectively.

The Company estimates that the potential aggregate remaining incremental tax and interest liability for the tax years 2010 through 2023 could be approximately $ 10 billion as of December 31, 2023.

Additional income tax and interest on any unpaid potential liabilities for the 2010 through 2023 tax years 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 27, 2024 would increase the potential aggregate incremental tax and interest liability by approximately $ 400 million and $ 1.1 billion, respectively.

We currently project the continued application of the Tax Court Methodology in future years, assuming similar facts and circumstances as of December 31, 2023, would result in an incremental annual tax liability that would increase the Company’s effective tax rate by approximately 3.5 %.

The Company and the IRS are now in the process of agreeing on the tax impacts of the Opinions.

Subsequent to the completion of this process, the Tax Court will render a decision in the case.

The Company will have 90 days thereafter to file a notice of appeal to the U.S.

Court of Appeals for the Eleventh Circuit.

The IRS will then seek to collect any additional tax related to the 2007 through 2009 tax years reflected in the Tax Court decision (and interest thereon).

The Company expects to pay such amounts at some point between the issuance of the Tax Court decision and the date the amounts are due pursuant to the notice of collection from the IRS.

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 $ 6.0 billion (including interest accrued through June 28, 2024), plus any additional interest accrued through the time of payment.

Some or all of this amount, plus accrued interest, would be refunded if the Company were to prevail on appeal.

Risk Management Programs

3 unchanged sentences

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 $ 175 million and $ 197 million as of June 28, 2024 and December 31, 2023, respectively.

Our self-insurance reserves totaled $ 171 million and $ 197 million as of September 27, 2024 and December 31, 2023, respectively.

OTHER COMPREHENSIVE INCOME

2 unchanged sentences

AOCI attributable to shareowners of The Coca-Cola Company consisted of the following, net of tax (in millions):

September 27,

2024 December 31,

5 unchanged sentences

The following table summarizes the allocation of total comprehensive income between shareowners of The Coca-Cola Company and noncontrolling interests (in millions):

Six Months Ended June 28, 2024

Nine Months Ended September 27, 2024

Shareowners of

5 unchanged sentences

Net gains (losses) on derivatives 1

( 51 ) — ( 51 )

Net change in unrealized gains (losses) on available-for-sale debt securities 2

5 unchanged sentences

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 June 28, 2024 Before-Tax Amount Income Tax After-Tax Amount

Three Months Ended September 27, 2024 Before-Tax Amount Income Tax After-Tax Amount

Foreign currency translation adjustments:

12 unchanged sentences

Net change in unrealized gains (losses) on available-for-sale debt securities 2

$ ( 40 ) $ 13 $ ( 27 )

Pension and other postretirement benefit liabilities:

6 unchanged sentences

2 Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.

Six Months Ended June 28, 2024 Before-Tax Amount Income Tax After-Tax Amount

Nine Months Ended September 27, 2024 Before-Tax Amount Income Tax After-Tax Amount

Foreign currency translation adjustments:

22 unchanged sentences

2 Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.

Three Months Ended June 30, 2023 Before-Tax Amount Income Tax After-Tax Amount

Three Months Ended September 29, 2023 Before-Tax Amount Income Tax After-Tax Amount

Foreign currency translation adjustments:

21 unchanged sentences

2 Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.

Six Months Ended June 30, 2023 Before-Tax Amount Income Tax After-Tax Amount

Nine Months Ended September 29, 2023 Before-Tax Amount Income Tax After-Tax Amount

Foreign currency translation adjustments:

24 unchanged sentences

Amount Reclassified from AOCI

Description of AOCI Component Financial Statement Line Item Three Months Ended June 28, 2024 Six Months Ended June 28, 2024

Description of AOCI Component Financial Statement Line Item Three Months Ended September 27, 2024 Nine Months Ended September 27, 2024

Foreign currency translation adjustments:

6 unchanged sentences

Foreign currency contracts and commodity contracts Cost of goods sold ( 4 ) ( 10 )

Foreign currency contracts Interest expense 1 2

Foreign currency contracts and interest rate contracts Interest expense 2 4

Foreign currency contracts Other income (loss) — net ( 22 ) 4

10 unchanged sentences

Other income (loss) — net $ 1 $ ( 2 )

Settlement loss (gain) Other income (loss) — net ( 19 ) ( 19 )

Recognized net actuarial loss (gain) Other income (loss) — net 25 74

10 unchanged sentences

Shareowners of The Coca-Cola Company

Three Months Ended June 28, 2024 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests

March 29, 2024 4,308 $ 27,946 $ 74,868 $ ( 14,504 ) $ 1,760 $ 19,321 $ ( 55,016 ) $ 1,517

Three Months Ended September 27, 2024 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests

June 28, 2024 4,309 $ 27,411 $ 75,189 $ ( 15,458 ) $ 1,760 $ 19,468 $ ( 55,106 ) $ 1,558

Comprehensive income (loss) — 2,853 2,848 ( 78 ) — — — 83

8 unchanged sentences

compensation plans 6 344 — — — 242 102 —

June 28, 2024 4,309 $ 27,411 $ 75,189 $ ( 15,458 ) $ 1,760 $ 19,468 $ ( 55,106 ) $ 1,558

September 27, 2024 4,310 $ 28,154 $ 75,946 $ ( 15,536 ) $ 1,760 $ 19,710 $ ( 55,362 ) $ 1,636

Shareowners of The Coca-Cola Company

Six Months Ended June 28, 2024 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests

Nine Months Ended September 27, 2024 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests

December 31, 2023 4,308 $ 27,480 $ 73,782 $ ( 14,275 ) $ 1,760 $ 19,209 $ ( 54,535 ) $ 1,539

11 unchanged sentences

compensation plans 20 809 — — — 501 308 —

June 28, 2024 4,309 $ 27,411 $ 75,189 $ ( 15,458 ) $ 1,760 $ 19,468 $ ( 55,106 ) $ 1,558

September 27, 2024 4,310 $ 28,154 $ 75,946 $ ( 15,536 ) $ 1,760 $ 19,710 $ ( 55,362 ) $ 1,636

Shareowners of The Coca-Cola Company

Three Months Ended June 30, 2023 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests

March 31, 2023 4,325 $ 26,868 $ 72,137 $ ( 14,322 ) $ 1,760 $ 18,889 $ ( 53,247 ) $ 1,651

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 )

5 unchanged sentences

interests — ( 3 ) — — — — — ( 3 )

Acquisition of interests held by

noncontrolling owners — ( 22 ) — — — ( 20 ) — ( 2 )

Purchases of treasury stock ( 2 ) ( 108 ) — — — — ( 108 ) —

1 unchanged sentence

compensation plans 2 120 — — — 88 32 —

June 30, 2023 4,324 $ 27,552 $ 72,695 $ ( 14,017 ) $ 1,760 $ 18,993 $ ( 53,418 ) $ 1,539

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

Six Months Ended June 30, 2023 Common Shares Outstanding Total Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Capital Surplus Treasury Stock Non-controlling Interests

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

12 unchanged sentences

Other activities — — — — — ( 3 ) — 3

June 30, 2023 4,324 $ 27,552 $ 72,695 $ ( 14,017 ) $ 1,760 $ 18,993 $ ( 53,418 ) $ 1,539

September 29, 2023 4,324 $ 27,833 $ 73,793 $ ( 14,815 ) $ 1,760 $ 19,081 $ ( 53,494 ) $ 1,508

SIGNIFICANT OPERATING AND NONOPERATING ITEMS

Other Operating Charges

During the three months ended June 28, 2024, the Company recorded other operating charges of $ 1,370 million.

These charges primarily consisted of $ 1,337 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife, LLC (“fairlife”) in 2020, $ 32 million related to the Company’s productivity and reinvestment program and $ 3 million for the amortization of noncompete agreements related to the BA Sports Nutrition, LLC (“BodyArmor”) acquisition in 2021.

During the three months ended September 27, 2024, the Company recorded other operating charges of $ 1,044 million.

These charges consisted of $ 919 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife, LLC (“fairlife”) in 2020, $ 87 million related to the impairment of a trademark in Latin America and $ 34 million related to the Company’s productivity and reinvestment program.

In addition, other operating charges included $ 4 million for the amortization of noncompete agreements related to the BA Sports Nutrition, LLC (“BodyArmor”) acquisition in 2021 and $ 2 million of transaction costs related to the sale of a portion of our interest in Coke Consolidated.

These charges were partially offset by a net benefit of $ 2 million related to a revision of management’s estimates for tax litigation expense.

During the six months ended June 28, 2024, the Company recorded other operating charges of $ 2,943 million.

These charges primarily consisted of $ 2,102 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife, $ 760 million related to the impairment of our BodyArmor trademark and $ 68 million related to the Company’s productivity and reinvestment program.

In addition, other operating charges included $ 7 million of transaction costs related to the refranchising of our bottling operations in certain territories in India and $ 7 million for the amortization of noncompete agreements related to the BodyArmor acquisition.

During the nine months ended September 27, 2024, the Company recorded other operating charges of $ 3,987 million.

These charges consisted of $ 3,021 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife, $ 760 million related to the impairment of our BodyArmor trademark, $ 102 million related to the Company’s productivity and reinvestment program and $ 87 million related to the impairment of a trademark in Latin America.

In addition, other operating charges included $ 11 million for the amortization of noncompete agreements related to the BodyArmor acquisition, $ 7 million of transaction costs related to the refranchising of our bottling operations in certain territories in India and $ 2 million of transaction costs related to the sale of a portion of our interest in Coke Consolidated.

These charges were partially offset by a net benefit of $ 3 million related to a revision of management’s estimates for tax litigation expense.

During the three months ended June 30, 2023, the Company recorded other operating charges of $ 1,338 million.

These charges primarily consisted of $ 1,262 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition, $ 35 million related to the discontinuation of certain manufacturing operations in Asia

Pacific and $ 24 million related to the Company’s productivity and reinvestment program.

In addition, other operating charges included $ 8 million related to the restructuring of our North America operating unit, $ 6 million related to tax litigation expense and $ 3 million for the amortization of noncompete agreements related to the BodyArmor acquisition.

During the six months ended June 30, 2023, the Company recorded other operating charges of $ 1,449 million.

These charges primarily consisted of $ 1,324 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition, $ 51 million related to the Company’s productivity and reinvestment program and $ 35 million related to the discontinuation of certain manufacturing operations in Asia Pacific.

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 the fairlife acquisition, $ 58 million related to the Company’s productivity and reinvestment program, $ 4 million for the amortization of noncompete agreements related to the BodyArmor acquisition 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.

Refer to Note 2 for additional information on the refranchising of our bottling operations in certain territories in India.

Refer to Note 2 for additional information on the refranchising of our bottling operations in certain territories in India and the sale of a portion of our interest in Coke Consolidated.

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 the BodyArmor impairment.

Refer to Note 16 for additional information on the fairlife acquisition and the impairments.

Refer to Note 17 for the impact these charges had on our operating segments and Corporate.

1 unchanged sentence

Equity Income (Loss) — Net

During the three and six months ended June 28, 2024, the Company recorded net charges of $ 24 million and $ 49 million, respectively.

During the three and six months ended June 30, 2023, the Company recorded net charges of $ 2 million and $ 84 million, respectively.

During the three and nine months ended September 27, 2024, the Company recorded a net gain of $ 4 million and a net charge of $ 45 million, respectively.

During the three and nine months ended September 29, 2023, the Company recorded net charges of $ 48 million and $ 132 million, respectively.

These amounts represent the Company’s proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.

1 unchanged sentence

Other Income (Loss) — Net

During the three months ended June 28, 2024, the Company recognized a net gain of $ 50 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 an other-than-temporary impairment charge of $ 34 million related to an equity method investee in Latin America.

During the six months ended June 28, 2024, the Company recognized net gains of $ 599 million and $ 290 million related to the refranchising of our bottling operations in the Philippines and certain territories in India, respectively.

The Company also recognized a net gain of $ 516 million related to the sale of our ownership interest in an equity method investee in Thailand.

Additionally, the Company recognized a net gain of $ 228 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 27, 2024, the Company recognized a net gain of $ 338 million related to the sale of a portion of our interest in Coke Consolidated and a net gain of $ 103 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.

These gains were partially offset by a charge of $ 10 million related to post-closing adjustments for the sale of our ownership interest in an equity method investee in Thailand and a charge of $ 4 million related to post-closing adjustments for the refranchising of our bottling operations in the Philippines.

During the nine months ended September 27, 2024, the Company recognized a net gain of $ 595 million related to the refranchising of our bottling operations in the Philippines, including the impact of post-closing adjustments, and recognized a net gain of $ 506 million related to the sale of our ownership interest in an equity method investee in Thailand, including the impact of post-closing adjustments.

The Company also recognized a net gain of $ 338 million related to the sale of a portion of our interest in Coke Consolidated, a net gain of $ 331 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities, and a net gain of $ 290 million related to the refranchising of our bottling operations in certain territories in India, including the impact of post-closing adjustments.

These gains were partially offset by an other-than-temporary impairment charge of $ 34 million related to an equity method investee in Latin America and a loss of $ 7 million related to post-closing adjustments for the refranchising of our bottling operations in Vietnam in 2023.

During the three months ended June 30, 2023, the Company recognized a net gain of $ 127 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 six months ended June 30, 2023, the Company recognized a net gain of $ 439 million related to the refranchising of our bottling operations in Vietnam.

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.

Refer to Note 2 for additional information on the refranchising of our bottling operations as well as the sale of our ownership interest in an equity method investee in Thailand.

Refer to Note 2 for additional information on the refranchising of our bottling operations, the sale of our ownership interest in an equity method investee in Thailand and the sale of a portion of our interest in Coke Consolidated.

Refer to Note 4 for additional information on equity and debt securities.

5 unchanged sentences

The program was expanded multiple times, with the last expansion occurring in April 2017.

The remaining initiatives included in this program, which are primarily designed to further simplify and standardize our organization, will be completed in 2024.

During the three and six months ended June 28, 2024, the Company incurred expenses of $ 32 million and $ 68 million, respectively, and during the three and six months ended June 30, 2023 incurred expenses of $ 24 million and $ 51 million, respectively, related to our productivity and reinvestment program.

The remaining initiatives included in this program, which are primarily designed to further simplify and standardize our organization, will be substantially completed in 2024.

During the three and nine months ended September 27, 2024, the Company incurred expenses of $ 34 million and $ 102 million, respectively, and during the three and nine months ended September 29, 2023 incurred expenses of $ 58 million and $ 109 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.

4 unchanged sentences

The evolved operating structure brought together all bottler-related components (franchise leadership, commercial leadership, digital, governance and technical innovation) and helped streamline how we work.

During the three and six months ended June 30, 2023, the Company incurred expenses of $ 8 million and $ 26 million, respectively, related to this program.

These expenses primarily included severance costs and were recorded in the line item other operating charges in our consolidated statements of income.

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.

The Company has incurred total pretax expenses of $ 65 million related to this program since it commenced.

5 unchanged sentences

Three Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Service cost $ 26 $ 24 $ 1 $ 1

4 unchanged sentences

Amortization of net actuarial loss (gain) 26 24 ( 1 ) ( 1 )

Settlement loss (gain) — — ( 19 ) —

Net periodic benefit cost (income) $ 11 $ 9 $ ( 18 ) $ 3

2 unchanged sentences

Benefit Plans

Six Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Service cost $ 79 $ 71 $ 3 $ 3

4 unchanged sentences

Amortization of net actuarial loss (gain) 77 72 ( 3 ) ( 4 )

Settlement loss (gain) — — ( 19 ) —

Net periodic benefit cost (income) $ 35 $ 29 $ ( 15 ) $ 7

1 unchanged sentence

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 six months ended June 28, 2024, the Company contributed $ 16 million to our pension trusts, offset by a $ 44 million transfer of surplus international plan assets from pension trusts to general assets of the Company.

During the nine months ended September 27, 2024, the Company contributed $ 20 million to our pension trusts, offset by a $ 44 million transfer of surplus international plan assets from pension trusts to general assets of the Company.

We anticipate making additional contributions of approximately $ 16 million during the remainder of 2024.

The Company contributed $ 23 million to our pension trusts during the six months ended June 30, 2023.

The Company recorded income taxes of $ 627 million ( 20.7 % effective tax rate) and $ 359 million ( 12.5 % effective tax rate) during the three months ended June 28, 2024 and June 30, 2023, respectively.

The Company recorded income taxes of

$ 1,314 million ( 19.0 % effective tax rate) and $ 1,299 million ( 18.7 % effective tax rate) during the six months ended June 28, 2024 and June 30, 2023, respectively.

The Company’s effective tax rates for the three and six months ended June 28, 2024 and June 30, 2023 vary from the statutory U.S.

The Company contributed $ 27 million to our pension trusts during the nine months ended September 29, 2023.

The Company recorded income taxes of $ 530 million ( 15.7 % effective tax rate) and $ 454 million ( 12.8 % effective tax rate) during the three months ended September 27, 2024 and September 29, 2023, respectively.

The Company recorded income taxes of $ 1,844 million ( 17.9 % effective tax rate) and $ 1,753 million ( 16.7 % effective tax rate) during the nine months ended September 27, 2024 and September 29, 2023, respectively.

The Company’s effective tax rates for the three and nine months ended September 27, 2024 and September 29, 2023 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 six months ended June 28, 2024 included $ 119 million and $ 60 million, respectively, of net tax expense related to various discrete tax items, including the resolution of certain foreign tax matters.

The Company’s effective tax rates for the three and six months ended June 30, 2023 included $ 120 million and $ 125 million, respectively, of net tax benefits related to various discrete tax items, including a change in tax law in a certain foreign jurisdiction.

The Company’s effective tax rates for the three and nine months ended September 27, 2024 included $ 45 million of net tax benefits and $ 15 million of net tax expense, respectively, related to various discrete tax items, including the resolution of certain foreign tax matters, return to provision adjustments and the net tax impact of agreed-upon audit issues.

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 it predominantly sided with the IRS.

3 unchanged sentences

Refer to Note 9.

During the nine months ended September 27, 2024, the Company invested $ 114 million in limited partnerships that receive tax credits and other tax benefits by constructing, owning and operating alternative energy generation facilities.

Investments of this nature are included in the line item equity method investments in our consolidated balance sheet.

The Company generates a return through the receipt of tax credits, other tax benefits and cash distributions.

The Company has made an election to apply the proportional amortization method (“PAM”) of accounting to these investments .

In accordance with PAM accounting, the Company amortizes the cost of its investments in the line item income taxes in our consolidated statement of income based on the proportion of the income tax benefits received during the period to the total income tax benefits expected to be received over the life of the investments.

The income tax credits and other income tax benefits earned reduce our income tax payments and are recorded in the line item net change in operating assets and liabilities in our consolidated statement of cash flows.

During the three and nine months ended September 27, 2024, the Company received tax credits and other income tax benefits of $ 74 million and recognized amortization expense of $ 70 million related to these investments.

The amount of non-income

tax-related activity and other returns related to these investments was not material during the three and nine months ended September 27, 2024.

As of September 27, 2024, the carrying value of these investments was $ 44 million.

The Company expects to fulfill $ 135 million of unfunded commitments related to these investments by December 31, 2024.

FAIR VALUE MEASUREMENTS

1 unchanged sentence

The following tables summarize assets and liabilities measured at fair value on a recurring basis (in millions):

June 28, 2024 Level 1 Level 2 Level 3 Other 3

September 27, 2024 Level 1 Level 2 Level 3 Other 3

Equity securities with readily determinable values 1

22 unchanged sentences

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, $ 54 million in the line item other noncurrent assets, and $ 59 million in the line item other noncurrent liabilities .

$ 9 million in the line item other noncurrent assets and $ 162 million in the line item other noncurrent liabilities .

Refer to Note 6 for additional information related to the composition of our derivatives portfolio.

28 unchanged sentences

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 six months ended June 28, 2024 and June 30, 2023.

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 27, 2024 and September 29, 2023.

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 six months ended June 28, 2024 and June 30, 2023.

Gross transfers between levels within the hierarchy were not significant for the three and nine months ended September 27, 2024 and September 29, 2023.

Nonrecurring Fair Value Measurements

During the three and six months ended June 28, 2024, the Company recorded an other-than-temporary impairment charge of $ 34 million related to an equity method investee in Latin America.

This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections of future operating results.

During the six months ended June 28, 2024, the Company recorded an asset impairment charge of $ 760 million related to our BodyArmor trademark in North America, which was primarily driven by revised projections of future operating results and higher discount rates resulting from changes in macroeconomic conditions since the acquisition date.

During the three and nine months ended September 27, 2024, the Company recorded an asset impairment charge of $ 87 million related to a trademark in Latin America.

This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections of future operating results and changes in macroeconomic conditions.

This charge was recorded in the line item other operating charges in our consolidated statements of income.

The remaining carrying value of the trademark is $ 125 million.

During the nine months ended September 27, 2024, the Company recorded an asset impairment charge of $ 760 million related to our BodyArmor trademark in North America, which was primarily driven by revised projections of future operating results and higher discount rates resulting from changes in macroeconomic conditions since the acquisition date.

The fair value of this trademark was derived using discounted cash flow analyses based on Level 3 inputs.

1 unchanged sentence

The remaining carrying value of the trademark is $ 3,400 million.

During the three and six months ended June 30, 2023, the Company recorded an asset impairment charge of $ 25 million related to the discontinuation of certain manufacturing operations in Asia Pacific.

Additionally, during the nine months ended September 27, 2024, the Company recorded an other-than-temporary impairment charge of $ 34 million related to an equity method investee in Latin America.

This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections of future operating results.

This charge was recorded in the line item other income (loss) — net in our consolidated statement of income.

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.

This charge was recorded in the line item other operating charges in our consolidated statement of income.

Other Fair Value Disclosures

2 unchanged sentences

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 June 28, 2024, the

carrying value and fair value of our long-term debt, including the current portion, were $ 40,024 million and $ 35,137 million, respectively.

As of September 27, 2024, the carrying value and fair value of our long-term debt, including the current portion, were $ 44,061 million and $ 40,404 million, respectively.

As of December 31, 2023, the carrying value and fair value of our long-term debt, including the current portion, were $ 37,507 million and $ 33,445 million, respectively.

5 unchanged sentences

Investments Corporate Eliminations Consolidated

As of and for the Three Months Ended June 28, 2024

As of and for the Three Months Ended September 27, 2024

Net operating revenues:

9 unchanged sentences

398 687 15 57 — 12,688 5,192 — 19,037

As of and for the Three Months

Ended June 30, 2023

As of and for the Three Months Ended September 29, 2023

Net operating revenues:

16 unchanged sentences

1 Principally equity method investments and other investments in bottling companies.

2 Property, plant and equipment — net in India represented 14 %, 10 % and 12 % of consolidated property, plant and equipment — net as of June 28, 2024, June 30, 2023 and December 31, 2023, respectively.

3 Property, plant and equipment — net in the Philippines represented 10 % of consolidated property, plant and equipment — net as of June 30, 2023.

As of December 31, 2023, the Company’s bottling operations in the Philippines met the criteria to be classified as held for sale.

Refer to Note 2.

During the three months ended June 28, 2024, the results of our operating segments and Corporate were impacted by the following items:

2 Property, plant and equipment — net in India represented 14 %, 12 % and 12 % of consolidated property, plant and equipment — net as of September 27, 2024, September 29, 2023 and December 31, 2023, respectively.

During the three months ended September 27, 2024, 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 $ 919 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 $ 87 million for Latin America due to the impairment of a trademark.

Refer to Note 16.

• Operating income (loss) and income (loss) before income taxes were reduced by $ 34 million for Corporate due to the Company’s productivity and reinvestment program.

3 unchanged sentences

Refer to Note 12.

• Income (loss) before income taxes was increased by $ 338 million for Corporate related to the sale of a portion of our interest in Coke Consolidated.

Refer to Note 2.

• Income (loss) before income taxes was increased by $ 103 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 $ 34 million for Latin America due to an other-than-temporary impairment charge related to an equity method investee.

• Income (loss) before income taxes was increased by $ 4 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 decreased by $ 10 million and $ 4 million for Corporate due to post-closing adjustments related to the sale of our ownership interest in an equity method investee in Thailand and related to the refranchising of our bottling operations in the Philippines, respectively.

Refer to Note 2.

• Income (loss) before income taxes was reduced by $ 21 million for Bottling Investments and $ 3 million for Latin America 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 June 30, 2023, the results of our operating segments and Corporate were impacted by the following items:

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 $ 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 $ 58 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 $ 8 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 $ 6 million for Corporate related to tax litigation expense.

Refer to Note 9.

• 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.

1 unchanged sentence

Refer to Note 12.

• Income (loss) before income taxes was increased by $ 127 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.

• 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 $ 2 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 $ 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.

Europe, Middle East & Africa Latin

2 unchanged sentences

Investments Corporate Eliminations Consolidated

Six Months Ended June 28, 2024

Nine Months Ended September 27, 2024

Net operating revenues:

4 unchanged sentences

Income (loss) before income taxes 3,351 2,767 3,194 1,768 228 1,474 ( 2,502 ) — 10,280

Six Months Ended June 30, 2023

Nine Months Ended September 29, 2023

Net operating revenues:

4 unchanged sentences

Income (loss) before income taxes 3,443 2,645 3,563 1,589 219 1,652 ( 2,641 ) — 10,470

During the six months ended June 28, 2024, the results of our operating segments and Corporate were impacted by the following items:

During the nine months ended September 27, 2024, 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 $ 3,021 million for Corporate due to the remeasurement of our contingent consideration liability to fair value in conjunction with the fairlife acquisition.

4 unchanged sentences

Refer to Note 13.

• Operating income (loss) and income (loss) before income taxes were reduced by $ 10 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 $ 7 million for Corporate due to transaction costs related to the refranchising of our bottling operations in certain territories in India.

• Operating income (loss) and income (loss) before income taxes were reduced by $ 87 million for Latin America due to the impairment of a trademark.

Refer to Note 16.

• Operating income (loss) and income (loss) before income taxes were reduced by $ 17 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.

• Income (loss) before income taxes was increased by $ 599 million for Corporate due to the refranchising of our bottling operations in the Philippines.

Refer to Note 2.

• Income (loss) before income taxes was increased by $ 516 million for Corporate related to the sale of our ownership interest in an equity method investee in Thailand.

• Income (loss) before income taxes was increased by $ 595 million for Corporate due to the refranchising of our bottling operations in the Philippines, including the impact of post-closing adjustments.

Refer to Note 2.

• Income (loss) before income taxes was increased by $ 290 million for Corporate due to the refranchising of our bottling operations in certain territories in India, including the impact of post-closing adjustments.

• Income (loss) before income taxes was increased by $ 506 million for Corporate related to the sale of our ownership interest in an equity method investee in Thailand, including the impact of post-closing adjustments.

Refer to Note 2.

• Income (loss) before income taxes was increased by $ 338 million for Corporate related to the sale of a portion of our interest in Coke Consolidated.

Refer to Note 2.

• Income (loss) before income taxes was increased by $ 331 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.

Refer to Note 2.

• Income (loss) before income taxes was reduced by $ 40 million for Bottling Investments, $ 3 million for Latin America and $ 2 million for Corporate due to the Company’s proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.

3 unchanged sentences

Refer to Note 2.

During the six months ended June 30, 2023, the results of our operating segments and Corporate were impacted by the following items:

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.

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements